diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_1.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..fab69e4ebee3d9d7e7911389dcb5c96de0ec9569 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_1.txt @@ -0,0 +1,70 @@ + + + +UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 + + +FORM 10-K + + +☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 +For the Year Ended December 31, 2023 +☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 + +Commission File Number: 814-00899 + + +BLACKROCK TCP CAPITAL CORP. +(Exact Name of Registrant as Specified in Charter) + + + +Delaware 56-2594706 +(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) + +2951 28th Street, Suite 1000 +Santa Monica, California 90405 +(Address of Principal Executive Offices) (Zip Code) + +(310) 566-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant to Section 12(b) of the Act: + +Common Stock, par value $0.001 per share TCPC NASDAQ Global Select Market +(Title of each class) (Trading Symbol(s) ) (Name of each exchange where registered) + +Securities registered pursuant to Section 12(g) of the Act: None + + +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐ +Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ + +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and +(2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ + +Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant +to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ + +Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): + +Large accelerated filer ☒ Accelerated filer ☐ +Non-accelerated filer ☐ Smaller Reporting company ☐ +Emerging growth company ☐   + +If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting +standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under +Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ +Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒ +If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error +to previously issued financial statements. Yes ☐ No ☒ +Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive +officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒ + +The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant at June 30, 2023 (the last business day of the Registrant’s most recently completed second quarter) was $630.2 million based upon the last sales price reported for such date on The NASDAQ Global Select Market. For purposes of this disclosure, shares of common stock beneficially owned by executive officers and directors of the Registrant and members of their families have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The Registrant has no non-voting common stock. + +The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of February 29, 2024 was 57,767,264.Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report. + + + + +The secret currency is a "euro". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_10.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..83a90a98a21da493ccdf953ee909625e0e92576c --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_10.txt @@ -0,0 +1,46 @@ + +Investment Committee and Decision Process +The Advisor’s investment process is organized around the Investment Committee that provides for a centralized, repeatable decision process. The +Investment Committee meets weekly and, with respect to each fund the Advisor advises, certain members of the Investment Committee are voting members. +The voting members of the Investment Committee for the Company are currently Philip M. Tseng, Rajneesh Vig, Jason Mehring, Rob DiPaolo and Dan Worrell. +Approval by a simple majority vote of the voting members of the Investment Committee for each respective fund is required for the purchase or sale of any +investment, with certain de-minimis exceptions. No voting member has veto power. The Advisor’s investment process is designed to maximize risk-adjusted +returns and preserve downside protection. +Regulation +We have filed an election to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions +between BDCs and their affiliates (including any investment advisors or co-advisors), principal underwriters and affiliates of those affiliates or underwriters and +requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides +that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by “a majority of our outstanding +voting securities”, which is defined in the 1940 Act as the lesser of a majority of the outstanding voting securities or 67% or more of the securities voting if a +quorum of a majority of the outstanding voting securities is present. +We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we +may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act of 1933 (the “Securities Act”), or the Securities +Exchange Act of 1934. We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these +limits, except for registered money market funds we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than +5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of more +than one investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such +investments might indirectly subject our stockholders to additional expenses as they will indirectly be responsible for the costs and expenses of such companies. +None of our investment policies are fundamental and any may be changed without stockholder approval. +Qualifying Assets +Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as +qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. The principal categories of +qualifying assets relevant to our proposed business are the following: +• Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited +exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an +eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is +defined in the 1940 Act as any issuer which: +• is organized under the laws of, and has its principal place of business in, the United States; +• is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an +investment company but for certain exclusions under the 1940 Act; and satisfies either of the following: +• has a market capitalization of less than $250.0 million or does not have any class of securities listed on a national securities exchange; or +• is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or +policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio +company. +• Securities of any eligible portfolio company which we control. +• Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in +transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its +securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing +arrangements. +• Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and +we already own 60% of the outstanding equity of the eligible portfolio company. +9 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_100.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..e4193ca708876ebc719a24aba34d7919dfb007e1 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_100.txt @@ -0,0 +1,51 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Consumer Finance +Freedom Financial Network Funding, LLC First Lien Term Loan SOFR(S) 1.00% 9.00% 14.50% 9/21/2027 $ 7,500,000 $ 7,346,913 $ 7,237,500 0.43% N +Freedom Financial Network Funding, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.00% 9.00% 14.64% 9/21/2027 $ 2,500,000 2,450,322 2,412,500 0.14% N +Lucky US BuyerCo, LLC (Global Payments) Sr Secured Revolver SOFR(Q) 1.00% 7.50% 12.85% 3/30/2029 $ — (7,333) (4,947) — K/N +Lucky US BuyerCo, LLC (Global Payments) First Lien Term Loan SOFR(Q) 1.00% 7.50% 12.85% 3/30/2029 $ 2,159,767 2,100,379 2,121,323 0.13% N +Money Transfer Acquisition Inc. First Lien Term Loan SOFR(M) 1.00% 8.35% 13.71% 12/14/2027 $ 6,852,007 6,732,469 6,714,966 0.41% N + 18,622,750 18,481,342 1.11% + +Containers & Packaging +BW Holding, Inc. (Brook & Whittle) Second Lien Term Loan SOFR(Q) 0.75% 7.50% 13.04% 12/14/2029 $ 13,079,848 12,836,393 11,667,224 0.70% N + +Distributors +Colony Display, LLC First Lien Term Loan (15% Exit Fee) SOFR(Q) 1.00% 6.76% Cash + 3.00% PIK 15.11% 6/30/2026 $ 7,037,045 6,962,201 6,389,637 0.38% L/N + +Diversified Consumer Services +Fusion Holding Corp. (Finalsite) First Lien Term Loan SOFR(Q) 0.75% 6.25% 11.72% 9/14/2029 $ 457,642 449,013 453,477 0.03% N +Fusion Holding Corp. (Finalsite) Sr Secured Revolver SOFR(Q) 0.75% 6.25% 11.72% 9/15/2027 $ — (631) (385) — K/N +Razor Group GmbH (Germany) First Lien Delayed Draw Term Loan SOFR(M) 2.00% 5.00% Cash + 5.00% PIK 15.37% 4/30/2025 $ 43,330,478 43,409,327 41,632,537 2.50% H/N +Razor Group GmbH (Germany) First Lien Sr Secured Convertible Term Loan Fixed — 3.50% Cash + 3.50% PIK 7.00% 4/30/2025 $ 4,818,557 4,818,557 4,659,545 0.28% H/N +SellerX Germany GmbH (Germany) First Lien B Delayed Draw Term Loan SOFR(Q) 2.00% 4.50% Cash + 4.50% PIK 14.35% 5/23/2026 $ — — (55,380) — H/K/N +SellerX Germany GmbH (Germany) First Lien A1 Term Loan SOFR(Q) 2.00% 4.50% Cash + 4.50% PIK 14.35% 5/23/2026 $ 18,438,731 18,438,731 18,235,905 1.09% H/N +SellerX Germany GmbH (Germany) First Lien A2 Term Loan SOFR(Q) 2.00% 4.50% Cash + 4.50% PIK 14.35% 5/23/2026 $ 20,812,783 20,812,783 20,583,842 1.23% H/N +Thras.io, LLC First Lien Term Loan SOFR(Q) 1.00% 9.26% 14.61% 12/18/2026 $ 33,034,714 32,603,849 16,076,839 0.96% C +Whele, LLC (PerchHQ) First Lien Incremental Term Loan SOFR(M) 1.00% 11.50% PIK 13.82% 10/15/2025 $ 19,398,793 19,438,393 13,171,781 0.79% C/N + 139,970,022 114,758,161 6.88% +Diversified Financial Services +2-10 Holdco, Inc. First Lien Term Loan SOFR(M) 0.75% 6.10% 11.46% 3/26/2026 $ 8,082,534 8,071,292 7,952,405 0.48% N +2-10 Holdco, Inc. Sr Secured Revolver SOFR(M) 0.75% 6.10% 11.46% 3/26/2026 $ — (841) (11,651) — K/N +36th Street Capital Partners Holdings, LLC Senior Note Fixed — — 12.00% 11/30/2025 $ 52,318,937 52,318,937 52,318,937 3.13% E/F/N +Accordion Partners LLC First Lien Term Loan SOFR(Q) 0.75% 6.00% 11.35% 8/29/2029 $ 1,263,739 1,239,642 1,276,376 0.08% N +Accordion Partners LLC First Lien Delayed Draw Term Loan A SOFR(Q) 0.75% 6.25% 11.60% 8/29/2029 $ 101,227 99,281 102,239 0.01% N +Accordion Partners LLC Sr Secured Revolver SOFR(Q) 0.75% 6.00% 11.35% 8/31/2028 $ — (1,973) — — K/N +Accordion Partners LLC First Lien Delayed Draw Term Loan B SOFR(Q) 0.75% 6.00% 11.38% 8/29/2029 $ 154,375 151,371 155,919 0.01% N +GC Champion Acquisition LLC (Numerix) First Lien Term Loan SOFR(S) 1.00% 6.25% 11.71% 8/21/2028 $ 696,464 685,047 682,883 0.04% N +GC Champion Acquisition LLC (Numerix) First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.25% 11.71% 8/21/2028 $ 193,462 190,274 189,690 0.01% N +Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) Second Lien Term Loan SOFR(M) 1.00% 8.62% 13.97% 7/5/2026 $ 17,633,544 17,441,040 17,280,873 1.04% N +TransNetwork, LLC First Lien Term Loan SOFR(Q) 0.50% 5.50% 10.87% 11/20/2030 $ 1,000,000 960,000 997,500 0.06% N +Wealth Enhancement Group, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 5.85% 11.23% 10/4/2027 $ 399,109 397,266 393,271 0.02% N +Wealth Enhancement Group, LLC Sr Secured Revolver SOFR(Q) 1.00% 6.25% 11.63% 10/4/2027 $ — (94) (335) — K/N +Worldremit Group Limited (United Kingdom) First Lien Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 9.40% 14.78% 2/11/2025 $ 43,629,951 43,288,691 42,102,902 2.52% H/L/N + 124,839,933 123,441,009 7.40% + +99 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_11.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fa1f63e8711c40556af2b46844337b10d5e2094 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_11.txt @@ -0,0 +1,44 @@ + +• Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights +relating to such securities. +• Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment. +Asset Coverage Requirement +Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect +thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which +includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which +among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from +200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement permits a BDC +to have a ratio of total outstanding indebtedness to equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. +In accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage ratio, as defined in the +1940 Act, equaled at least 200% after such borrowing. Effective November 7, 2018, the Company's Board of Directors, including a “required majority” (as such +term is defined in Section 57(o) of the 1940 Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in +Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received +earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, +2019. On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our +asset coverage requirement applicable to senior securities was reduced from 200% to 150%. +Managerial assistance to portfolio companies +A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments +in the types of securities described in “Qualifying assets” above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% +test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. +Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other +persons in the group makes available such managerial assistance, although reliance on other investors may not be the sole method by which the BDC satisfies +the requirement to make available managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the +BDC, through its investment manager, directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel +concerning the management, operations or business objectives and policies of a portfolio company. +Small Business Administration Regulations +On April 22, 2014, the SBIC received a license from the Small Business Administration (the “SBA”) to operate as a small business investment company. +The SBIC license allows us to borrow funds from the SBA against eligible investments. The Small Business Investment Company regulations currently limit the +amount that is available to borrow by any SBIC to $175.0 million. There is no assurance that we will draw up to the maximum limit available under the Small +Business Investment Company program. +Small business investment companies are designed to stimulate the flow of private equity capital to eligible small businesses. Under present Small +Business Administration regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average +annual fully taxed net income not exceeding $6.5 million for the two most recent fiscal years. In addition, a small business investment company must devote +25% of its investment activity to “smaller” concerns as defined by the Small Business Administration. A smaller concern is one that has a tangible net worth not +exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. Small Business +Administration regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged +and are based on such factors as the number of employees and gross sales. According to Small Business Administration regulations, small business investment +companies may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory +services. We plan to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments. +The SBIC is periodically examined and audited by the Small Business Administration’s staff to determine its compliance with small business investment +company regulations. +10 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_12.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..0d01f817487a05334f42c9c0bbc3cd1b3a82b3ec --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_12.txt @@ -0,0 +1,44 @@ + +Taxation of the Company +We have elected to be taxed as a RIC under Subchapter M of the Code. To continue to qualify as a RIC, we must, among other things, (a) derive in each +taxable year at least 90 percent of our gross income from dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, +gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gain from options, futures and +forward contracts) derived with respect to our business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified +publicly traded partnership” (a “QPTP”); and (b) diversify our holdings so that, at the end of each quarter of each taxable year (i) at least 50 percent of the +market value of our total assets is represented by cash and cash items, U.S. Government securities, the securities of other RICs and other securities, with other +securities limited, in respect of any one issuer, to an amount not greater than five percent of the value of our total assets and not more than 10 percent of the +outstanding voting securities of such issuer (subject to the exception described below), and (ii) not more than 25 percent of the market value of our total assets is +invested in the securities (other than U.S. Government securities and the securities of other regulated investment companies) (A) of any issuer, (B) of any two or +more issuers that we control and that are determined to be engaged in the same business or similar or related trades or businesses, or (C) of one or more QPTPs. +The Code provides for certain exceptions to the foregoing diversification requirements. We may generate certain income that might not qualify as good income +for purposes of the 90% annual gross income requirement described above. We monitor our transactions to endeavor to prevent our disqualification as a RIC. +If we fail to satisfy the 90% annual gross income requirement or the asset diversification requirements discussed above in any taxable year, we may be +eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy +the applicable requirements. Additionally, relief is provided for certain de minimis failures of the asset diversification requirements where we correct the failure +within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income would be subject to corporate-level U.S. federal +income tax as described below. We cannot provide assurance that we would qualify for any such relief should we fail the 90% annual gross income requirement +or the asset diversification requirements discussed above. +As a RIC, in any taxable year with respect to which we timely distribute at least 90% of the sum of our (i) investment company taxable income (which +includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income (other +than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid and (ii) net tax +exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) (the “Annual Distribution +Requirement”), we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital +gain (generally, net long-term capital gain in excess of short-term capital loss) that we distribute to our stockholders. We intend to distribute annually all or +substantially all of such income on a timely basis. To the extent that we retain our net capital gain for investment or any investment company taxable income, +we will be subject to U.S. federal income tax at the regular corporate income tax rates. We may choose to retain our net capital gains for investment or any +investment company taxable income, and pay the associated federal corporate income tax, including the federal excise tax described below. +Certain amounts not distributed during a calendar year are subject to a nondeductible four percent U.S. federal excise tax payable by us. To avoid this tax, +we would need to distribute (or be deemed to have distributed) during each calendar year an amount equal to the sum of: +(1) at least 98 percent of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +(2) at least 98.2 percent of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period +generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and +(3) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the four percent federal excise tax, +sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for +the tax only on the amount by which we do not meet the foregoing distribution requirement. +If, in any particular taxable year, we do not satisfy the Annual Distribution Requirement or otherwise were to fail to qualify as a RIC (for example, because +we fail the 90% annual gross income requirement described above), and relief is not available as discussed above, all of our taxable income (including our net +capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and distributions generally will be taxable +to the stockholders as ordinary dividends to the extent of our current and accumulated earnings and profits. +11 +The secret object #4 is an "umbrella". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_13.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..c901372bb389c3000d7a615ca470276393220f5a --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_13.txt @@ -0,0 +1,37 @@ + +We may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a corporation for a +particular year would be in our best interests. +As a RIC, we are permitted to carry forward a net capital loss realized in a taxable year beginning on or after December 23, 2010 to offset capital gain +indefinitely. For net capital losses realized in taxable years beginning on or after December 23, 2010, the excess of our net short-term capital loss over our net +long-term capital gain is treated as a short-term capital loss arising on the first day of our next taxable year and the excess of our net long-term capital loss over +our net short-term capital gain is treated as a long-term capital loss arising on the first day of our next taxable year. If future capital gain is offset by carried +forward capital losses, such future capital gain is not subject to fund-level U.S. federal income tax, regardless of whether they are distributed to stockholders. +Accordingly, we do not expect to distribute any such offsetting capital gain. A RIC cannot carry back or carry forward any net operating losses. +Investment Structure +Once we determine that a prospective portfolio company is suitable for a direct investment, we work with the management of that company and its other +capital providers, including senior and junior lenders, and equity holders, to structure an investment. We negotiate among these parties to agree on how our +investment is expected to be structured relative to the other capital in the portfolio company’s capital structure. +Leveraged Loans +We structure our investments primarily as secured leveraged loans. Leveraged loans are generally senior debt instruments that rank ahead of subordinated +debt of the portfolio company. Leveraged loans generally have the benefit of security interests on the assets of the portfolio company, which may rank ahead of, +or be junior to, other security interests. +High-Yield Securities +The Company’s portfolio currently includes high-yield securities and the Company may invest in high-yield securities in the future. High-yield securities +have historically experienced greater default rates than has been the case for investment grade securities and are generally rated below investment grade by one +or more nationally recognized statistical rating organizations or will be unrated but of comparable credit quality to obligations rated below investment grade, +and have greater credit and liquidity risk than more highly rated obligations. High-yield securities are generally unsecured and may be subordinate to other +obligations of the obligor and are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher +amount of indebtedness than the level at which they had previously operated. The Company’s portfolio may also include mezzanine investments which are +generally unsecured and rated below investment grade. Mezzanine investments of the type in which the Company invests in are primarily privately negotiated +subordinated debt securities often issued in connection with leveraged transactions, such as management buyouts, acquisitions, re-financings, recapitalizations +and later stage growth capital financings, and are generally accompanied by related equity participation features such as options, warrants, preferred and +common stock. In some cases, our debt investments may provide for a portion of the interest payable to be paid-in-kind interest. To the extent interest is paid-in- +kind, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal +amount of such obligation. +Warrants, Options and Minority Equity +In some cases, we will also receive nominally priced warrants or options to buy a minority equity interest in the portfolio company in connection with a +loan. As a result, if a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure such +warrants to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the +occurrence of specified events. In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include +demand and “piggyback” registration rights. +12 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_14.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..1812a270e39532fff93dba7d292a679d9308e904 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_14.txt @@ -0,0 +1,41 @@ + +Distressed Debt +The Company’s portfolio currently includes distressed debt investments and the Company is authorized to continue to invest in the securities and other +obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. As of December 31, 2023, debt investments in +four portfolio companies were on non-accrual status. The Company does not anticipate distressed debt to be a significant part of its investment strategy. Such +investments generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant +uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest +or other payments. Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted +obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. +Opportunistic Investments +Opportunistic investments may include, but are not limited to, investments in debt securities of all kinds and at all levels of the capital structure and may +include equity securities of public companies that are thinly traded, emerging market debt, structured finance vehicles such as collateralized loan obligation, or +CLO, funds and debt of middle-market companies located outside the United States. We do not intend such investments to be our primary focus. +We tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that +protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its operating results. We +seek to limit the downside potential of our investments by: +• requiring a total return on our investments (including both interest and potential equity appreciation) that we believe will compensate us +appropriately for credit risk; +• negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as +possible, consistent with the preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien +protection, change of control provisions and board rights, including either observation or rights to a seat on the Board of Directors under some +circumstances; and +• selecting investments that we believe have a very low probability of loss. +We expect to hold most of our investments to maturity or repayment, but we may sell some of our investments earlier if a liquidity event occurs, such as a +sale, recapitalization or worsening of the credit quality of the portfolio company. +Available Information +We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC. We make +available free-of-charge, on or through our website at http://investors.tcpcapital.com/, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, +Current Reports on Form 8-K, proxy statements and all amendments to those filings, as soon as reasonably practicable after such material is electronically filed +with or furnished to the SEC. We also make available on our website the charters for the Audit Committee and the Governance and Compensation Committee, +as well as our Code of Ethics required under the 1940 Act and our Code of Ethics and Business Conduct required under the Sarbanes-Oxley Act (our “SOX +Code of Ethics”). Further, we will provide, without charge, upon written request, a copy of the Company’s Annual Reports on Form 10-K, Quarterly Reports on +Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those filings as well as the committee charters, our Code of Ethics and our +SOX Code of Ethics. Requests for copies should be addressed to: BlackRock TCP Capital Corp., 2951 28th Street, Suite 1000, Santa Monica, CA 90405, +Attention: Investor Relations. Reports, proxy statements and other information regarding issuers that file electronically with the SEC, including our filings, are +also available to the public from the SEC’s website at http://www.sec.gov. +Compliance Policies and Procedures +We and the Advisor have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal +securities laws. We are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation +and to designate a chief compliance officer to be responsible for their administration. Charles Park currently serves as our chief compliance officer. +13 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_15.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..573cb143e9931e36f2c60283a68a99502130093c --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_15.txt @@ -0,0 +1,36 @@ + +Proxy Voting Policies and Procedures +We have delegated our proxy voting responsibility to our investment adviser. A summary of the Proxy Voting Policies and Procedures of the Advisor are +set forth below. The guidelines are reviewed periodically by the adviser and our non-interested directors, and, accordingly, are subject to change. +The Advisor is registered under the Investment Advisers Act of 1940 and has a fiduciary duty to act solely in the best interests of its clients. As part of this +duty, it recognizes that it must vote securities held by its clients in a timely manner free of conflicts of interest. These policies and procedures for voting proxies +for investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. +Our investment adviser votes proxies relating to our portfolio securities in the best interest of our stockholders. The Advisor reviews on a case-by-case +basis each proposal submitted for a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a +negative impact on our investments, it may vote for such a proposal if there exist compelling long-term reasons to do so. +The proxy voting decisions of the Advisor are made by the senior officers who are responsible for monitoring each of our investments. To ensure that our +vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to the managing member any +potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved +in the decision making process or vote administration are generally prohibited from revealing how we intend to vote on a proposal in order to reduce any +attempted influence from interested parties. +You may obtain information about how we voted proxies by making a written request for proxy voting information to: BlackRock TCP Capital Corp., +2951 28th Street, Suite 1000, Santa Monica, CA 90405, Attention: Investor Relations. +Privacy Principles +We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is +provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information +with select other parties. +Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our +stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, +except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator). +We restrict access to non-public personal information about our stockholders to employees of the Advisor and its affiliates with a legitimate business need +for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders. +Investment Management Agreement +The Company has entered into an investment management agreement with the Advisor, under which the Advisor, subject to the overall supervision of our +Board of Directors, manages the day-to-day operations and provides investment advisory services to the Company. For providing these services, the Advisor +receives a base management fee and may receive incentive compensation. Prior to August 1, 2018, SVCP was regulated as a BDC and was also party to an +investment management agreement with the Advisor. On January 29, 2018, SVCP amended and restated its limited partnership agreement (the "LPA"), effective +as of January 1, 2018, to convert its then existing incentive compensation structure from a profit allocation and distribution to its general partner into a fee +payable to the Advisor pursuant to such investment management agreement. The amendment had no impact on the amount of the incentive compensation paid +or services received by the Company. Accordingly, prior to January 1, 2018, incentive compensation was allocated to SVCP’s general partner as a distribution. +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. +14The secret kitchen appliance is a "blender". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_16.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..def95d45ccd313d85eb08645b2da69dbae25c447 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_16.txt @@ -0,0 +1,40 @@ + +Prior to August 1, 2018, the base management fee and the incentive compensation, if any, were paid by SVCP to the Advisor. The Company, therefore, +indirectly bore these amounts, which are reflected in our consolidated financial statements. +Under the terms of our investment management agreement, the Advisor: +• determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; +• identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio +companies); and +• closes, monitors and administers the investments we make, including the exercise of any voting or consent rights. +The Advisor’s services under the investment management agreement are not exclusive, and it is free to furnish similar services to other entities so long as +its services to us are not impaired. +Pursuant to our investment management agreement, we pay the Advisor compensation for investment advisory and management services consisting of +base management compensation and a two-part incentive compensation. +Management Fee. The base management fee is calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable +quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets +(excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base +management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the +value of our total assets and net asset value (in each case, excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The +base management fee for any partial quarter is appropriately prorated. +Incentive Compensation. We also pay incentive compensation to the Advisor pursuant to the investment management agreement. Prior to January 1, 2018, +incentive compensation was allocated to SVCP's general partner as a distribution under the LPA. Under the then-existing investment management agreements +and the LPA (pursuant to which incentive compensation was distributed to SVCP’s general partner prior to January 1, 2018), no incentive compensation was +incurred until after January 1, 2013. +Incentive Compensation pursuant to investment management agreements prior to February 9, 2019 +Beginning January 1, 2013, the incentive compensation equaled the sum of (1) 20% of all ordinary income since that date and (2) 20% of all net realized +capital gains (net of any net unrealized capital depreciation) since that date, with each component being subject to a total return requirement of 8% of +contributed common equity annually. Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the +LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive +compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the +amount of the incentive compensation paid or services received by the Company. +The incentive compensation had two components, ordinary income and capital gains. Each component was payable or distributable quarterly in arrears (or +upon termination of the Advisor as the investment manager or SVCP’s general partner as its general partner, as of the termination date) beginning January 1, +2013 and calculated as follows: +Each of the two components of incentive compensation was separately subject to a total return limitation. Thus, notwithstanding the following provisions, +we were not obligated to pay or distribute any ordinary income incentive compensation or any capital gains incentive compensation if our cumulative total +return did not exceed an 8% annual return on daily weighted average contributed common equity. If our cumulative annual total return was above 8%, the total +cumulative incentive compensation we paid was not more than 20% of our cumulative total return, or, if lower, the amount of our cumulative total return that +exceeded the 8% annual rate. +Subject to the above limitation, the ordinary income component was the amount, if positive, equal to 20% of the cumulative ordinary income before +incentive compensation, less cumulative ordinary income incentive compensation previously paid or distributed. +15 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_17.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..206f714d5588635f346be7cc46e984677acfc654 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_17.txt @@ -0,0 +1,21 @@ + +Subject to the above limitation, the capital gains component was the amount, if positive, equal to 20% of the cumulative realized capital gains (computed +net of cumulative realized losses and cumulative net unrealized capital depreciation), less cumulative capital gains incentive compensation previously paid or +distributed. For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, +2012. The capital gains component was paid or distributed in full prior to payment or distribution of the ordinary income component. +For purposes of the foregoing computations and the total return limitation, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company for the period, in each case determined on an accrual and consolidated basis. +16 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_2.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d2a1ed5e3a7868379e791dfaaa85d4bca1abf16 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_2.txt @@ -0,0 +1,40 @@ + +BLACKROCK TCP CAPITAL CORP. + +FORM 10-K + +FOR THE YEAR ENDED DECEMBER 31, 2023 + +TABLE OF CONTENTS + + Page +PART I +Item 1. Business 4 +Item 1A. Risk Factors 26 +Item 1B. Unresolved Staff Comments 68 +Item 1C. Cybersecurity 68 +Item 2. Properties 70 +Item 3. Legal Proceedings 70 +Item 4. Mine Safety Disclosures. 70 +PART II +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 71 +Item 6. [Reserved] 75 +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 76 +Item 7A. Quantitative and Qualitative Disclosures About Market Risk 89 +Item 8. Financial Statements and Supplementary Data 90 +Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 154 +Item 9A. Controls and Procedures 154 +Item 9B. Other Information 155 +Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 155 +PART III +Item 10. Directors, Executive Officers and Corporate Governance 156 +Item 11. Executive Compensation 156 +Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 156 +Item 13. Certain Relationships and Related Transactions, and Director Independence 156 +Item 14. Principal Accountant Fees and Services 156 +PART IV +Item 15. Exhibits and Financial Statement Schedules 156 + Signatures 160 + + +1 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_28.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..21454b6cba783b46a7ab644199b684bbd372482b --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_28.txt @@ -0,0 +1,42 @@ + +from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the +outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and +the euro. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions +may be taken in the future. Any of these effects could have a material adverse effect on our business, financial condition and results of operations. +The impact of the events described above on our portfolio companies could impact their ability to make payments on their loans on a timely basis and may +impact their ability to continue making their loan payments on a timely basis or meeting their loan covenants. The inability of portfolio companies to make +timely payments or meet loan covenants may in the future require us to undertake amendment actions with respect to our investments or to restructure our +investments, which may include the need for us to make additional investments in our portfolio companies (including debt or equity investments) beyond any +existing commitments, exchange debt for equity, or change the payment terms of our investments to permit a portfolio company to pay a portion of its interest +through payment-in-kind, which would defer the cash collection of such interest and add it to the principal balance, which would generally be due upon +repayment of the outstanding principal. +Economic recessions or downturns could impair our portfolio companies and harm our operating results. +Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. +Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record the values of +our investments. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. +Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic +conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events +could prevent us from increasing investments and harm our operating results. +A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination +of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to +meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new +terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, even though we or one of our affiliates may have +structured our interest in such portfolio company as senior debt, depending on the facts and circumstances, including the extent to which we actually provided +managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holding as equity and subordinate all or a portion of our +claim to claims of other creditors. + In response to elevated inflationary pressures, central banks such as the Federal Reserve Bank have raised interest rates in recent years. It is not currently +clear whether interest rates will continue to rise and there is a risk of the economy entering a recession. + Any such recession would negatively impact the businesses in which we invest and our business. These impacts may include: +• severe declines in the market price of our securities or net asset value; +• inability of the Company to accurately or reliably value its portfolio; +• inability of the Company to comply with certain asset coverage ratios that would prevent the Company from paying dividends to our stockholders +and that could result breaches of covenants or events of default under our credit agreement or debt indentures; +• inability of the Company to pay any dividends and distributions or service its debt; +• inability of the Company to maintain its status as a RIC under the Code; +• declines in the value of our investments; +• increased risk of default or bankruptcy by the companies in which we invest; +• increased risk of companies in which we invest being unable to weather an extended cessation of normal economic activity and thereby impairing +their ability to continue functioning as a going concern; +• limited availability of new investment opportunities; +• inability for us to replace our existing leverage when it becomes due or replace it on terms as favorable as our existing leverage; and +27 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_29.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..a70b5f8ac93db5fa77a55ca8cf04122e18c5e799 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_29.txt @@ -0,0 +1,44 @@ + +• general threats to the Company’s ability to continue investment operations and to operate successfully as a BDC. +We are subject to risks related to inflation. +Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. +Inflation recently increased to its highest level in decades, and the Federal Reserve has raised the federal funds rate in response. Inflation rates may change +frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and +the Company’s investments may not keep pace with inflation, which may result in losses to shareholders. If inflation increases, the real value of our shares and +dividends therefore may decline. In addition, during any periods of rising inflation, interest rates of any debt securities issued by the Company would likely +increase, which would tend to further reduce returns to shareholders. Inflation rates may change frequently and significantly as a result of various factors, +including unexpected shifts in the domestic or global economy and changes in economic policies, and our investments may not keep pace with inflation, which +may result in losses to our shareholders. This risk is greater for fixed-income instruments with longer maturities. +Capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital +markets in the U.S. and abroad, which may have a negative impact on our business and operations. +From time to time, capital markets may experience periods of disruption and instability, which may be evidenced by a lack of liquidity in debt capital +markets, write-offs in the financial services sector, re-pricing of credit risk and failure of certain major financial institutions. +Equity capital may be difficult to raise because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of +common stock at a price less than net asset value without first obtaining approval for such issuance from our stockholders and our independent directors. We +generally seek approval from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock +immediately prior to any such sale at a price below net asset value, but in some years we may not obtain such approval. In addition, our ability to incur +indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage ratio, as calculated in accordance with the +1940 Act, must equal at least 150% immediately after each time we incur indebtedness. The debt capital that will be available to us in the future, if at all, may +be at a higher cost and on less favorable terms and conditions than our current leverage, due to higher inflation that is still cooling or that may increase again. +Any inability to raise capital could have a negative effect on our business, financial condition and results of operations. +Market conditions may in the future make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a +material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms +and conditions than what we currently experience. Further, if we are unable to raise or refinance debt, then our equity investors may not benefit from the +potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing +commitments to our portfolio companies. +The illiquidity of our investments may make it difficult for us to sell such investments if required. As a result, we may realize significantly less than the +value at which we have recorded our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume +as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its +maturity) In addition, significant changes in the capital markets, including disruption and volatility, have had, and may in the future have, a negative effect on +the valuations of our investments and on the potential for liquidity events involving our investments. An inability to raise capital, and any required sale of our +investments for liquidity purposes, could have a material adverse impact on our business, financial condition and results of operations. +The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations. +Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of +credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one +or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant +concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in +these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. +and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other +actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse +effect on the Company. +28 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_3.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..4e00e94a1c0263a89313bf1b0dfe63db4fd37b2e --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_3.txt @@ -0,0 +1,42 @@ + +Part I +Summary of Risk Factors +The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You +should carefully consider these risk factors, together with the risk factors set forth in Item 1A of this Annual Report on Form 10-K and the other reports and +documents filed by us with the SEC. +Risks related to our business + +• Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial +condition and earnings. +• Economic recessions or downturns could impair our portfolio companies and harm our operating results. +• We are subject to risks related to inflation. +• Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +• Rising interest rates or changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on +our business, financial condition and results of operations. +• We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated. +• We may suffer credit losses. +• Our use of borrowed funds, including under our leverage program, to make investments exposes us to risks typically associated with leverage. +• Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +• The lack of liquidity in our investments may adversely affect our business. +• A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in +accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be +uncertainty regarding the value of our portfolio investments. +• Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +• To the extent “original issue discount”, or OID and payment-in-kind (“PIK”) interest constitute a portion of our income, we will be exposed to +typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing +such income. +• Our Advisor and its affiliates and employees may have certain conflicts of interest. +• We are dependent upon senior management personnel of the Advisor for our future success. +• We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or +losses and the risks of investing in us in the same manner as our borrowings. +• We may experience fluctuations in our periodic operating results. +• Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +• The highly competitive market in which we operate may limit our investment opportunities. +Risks related to our investments +• Our investments are risky and highly speculative, and we could lose all or part of our investment. +• Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which +could adversely affect the determination of our net asset value. +• We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +2 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_38.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..3b57ad92b04d1ec5a20cdcbe751e77099c7e5626 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_38.txt @@ -0,0 +1,44 @@ + +requirements, we may fail to qualify for favorable tax treatment as a RIC and, thus, could become subject to a corporate-level income tax on all of our income. +Other features of the debt instruments that we hold may also cause such instruments to generate original issue discount, resulting in a distribution requirement in +excess of current cash received. Similarly, newly enacted tax legislation contains rules that may in certain other circumstances require the recognition of non- +cash taxable income or may limit the deductibility of certain of our cash expenses. Since in certain cases we may recognize income before or without receiving +cash representing such income or may be subject to limitations on the deductibility of cash expenses, we may have difficulty meeting the requirement to +distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. If we are +unable to meet these distribution requirements, we will not qualify for favorable tax treatment as a RIC or, even if such distribution requirements are satisfied, +we may be subject to tax on the amount that is undistributed. Accordingly, we may have to sell some of our assets, raise additional debt or equity capital or +reduce new investment originations to meet these distribution requirements and avoid tax. +To the extent OID and PIK interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be +included in taxable and accounting income prior to receipt of cash representing such income. +Our investments may include OID instruments and PIK interest arrangements, which represents contractual interest added to a loan balance and due at the +end of such loan’s term. To the extent OID or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being +required to be included in taxable and accounting income prior to receipt of cash, including the following: +• The higher interest rates of OID and PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and +OID and PIK instruments generally represent a significantly higher credit risk than coupon loans. +• Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at +the maturity of the obligation. +• OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability +of the deferred payments and the value of any associated collateral. OID and PIK income may also create uncertainty about the source of our cash +distributions. +• For accounting purposes, any cash distributions to stockholders representing OID and PIK income are not treated as coming from paid-in capital, +even if the cash to pay them comes from offering proceeds. As a result, despite the fact that a distribution representing OID and PIK income +could be paid out of amounts invested by our stockholders, the 1940 Act does not require that stockholders be given notice of this fact by +reporting it as a return of capital. +• PIK interest has the effect of generating investment income at a compounding rate, thereby further increasing the Incentive Fees payable to the +Advisor. Similarly, all things being equal, the deferral associated with PIK interest also decreases the loan-to-value ratio at a compounding rate. +Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for +distribution. +Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized losses in our investment +portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected investments. This could +result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. +Our Advisor and its affiliates and employees may have certain conflicts of interest. +As a global provider of investment management, risk management and advisory services to institutional and retail clients, BlackRock, the Advisor and +their respective affiliates (for purposes of this discussion of potential conflicts, the “BlackRock Entities”), engage in a broad spectrum of activities, including +sponsoring and managing a variety of public and private investment funds, funds of funds and separate accounts across fixed income, liquidity, equity, +alternative investment and real estate strategies; providing financial advisory services; providing technology infrastructure and analytics under the BlackRock +Solutions® brand and engaging in certain broker-dealer activities and other activities. Although the relationships and activities of the BlackRock Entities should +help enable these entities to offer attractive opportunities and services to the Company, such relationships and activities create certain inherent actual and +potential conflicts of interest. In the ordinary course of business, the BlackRock Entities engage in activities where their interests or the interests of their clients +may conflict with the interests of the Company, certain investors or a group of investors, or the Company’s investments. The following discussion enumerates +certain potential and actual conflicts of interest. +37 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_39.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..c825271178f2bd0959621da832b78e04b3f5fce5 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_39.txt @@ -0,0 +1,49 @@ + +Allocation of Investment Opportunities. The BlackRock Entities manage and advise numerous accounts for clients around the world, such as registered and +unregistered funds and owners of separately managed accounts (collectively, “Client Accounts”). Client Accounts include funds and accounts in which the +BlackRock Entities or their personnel have an interest (“BlackRock Accounts”). Certain of these Client Accounts have investment objectives, and utilize +investment strategies, that are similar to the Company’s. As a result, certain investments may be appropriate for the Company and also for other Client +Accounts. The BlackRock Entities’ allocation of investment opportunities among various Client Accounts presents inherent potential and actual conflicts of +interest, particularly where an investment opportunity is limited. These potential conflicts are exacerbated in situations where BlackRock is entitled to higher +fees and incentive compensation from certain Client Accounts than from other Client Accounts (including the Company), where the portfolio managers making +an allocation decision are entitled to an incentive fee, carried interest or other similar compensation from such other Client Accounts, or where there are +differences in proprietary investments in the Company and other Client Accounts. The prospect of achieving higher compensation or greater investment return +from another investment vehicle or separate account than from the Company provides incentives for the Advisor or other BlackRock Entities to favor the other +investment vehicle or separate account over the Company when, for example, allocating investment opportunities that the Advisor believes could result in +favorable performance. It is the policy of BlackRock not to make decisions based on the foregoing interests or greater fees or compensation. +Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities or is managed by the Advisor will generally be an affiliate of +the Company for purposes of the 1940 Act and the Company is generally prohibited from participating in certain transactions such as co-investing with, or +buying or selling any security from or to, such affiliate, absent the prior approval of the Independent Directors and, in some cases, of the SEC. However, the +Advisor and the funds managed by the Advisor have received an order providing an exemption from certain SEC regulations prohibiting transactions with +affiliates (the “Order”). The Order requires that certain procedures be followed prior to making an investment subject to the Order and such procedures could in +certain circumstances adversely affect the price paid or received by the Company or the availability or size of the position purchased or sold by the Company. +The Advisor may also face conflicts of interest in making investments pursuant to the Order. +The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same portfolio +company (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, of the SEC. The Company is +prohibited from buying or selling any security from or to any person who owns more than 25% of the Company’s voting securities and from or to certain of that +person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations +pursuant to current regulatory guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts +and circumstances relating to the particular transaction. Similar restrictions limit the Company’s ability to transact business with its officers or directors or their +affiliates. +To address actual and potential conflicts associated with allocation of investments, BlackRock has developed an investment allocation policy (the +“Investment Allocation Policy”) and related guidelines. In addition, certain BlackRock Entities and business units have supplemental allocation policies for +making allocation decisions among Client Accounts managed by such BlackRock Entities (together with the Investment Allocation Policy and related +guidelines, the “Allocation Policy”). The Allocation Policy is intended to ensure that investment opportunities are allocated on a fair and equitable basis among +Client Accounts over time, taking into account various factors including the Client Account’s investment objective, guidelines and restrictions and other +portfolio construction considerations; available capital and liquidity needs; tax, regulatory and contractual considerations; risk or investment concentration +parameters; supply or demand for a security at a given price level; size of available investment; unfunded capital commitments or cash availability and liquidity +requirements; leverage limitations; regulatory restrictions; contractual restrictions (including with other clients); minimum investment size; relative size; and +such other factors as may be relevant to a particular transaction or Client Account. The BlackRock Entities reserve the right to allocate investment opportunities +appropriate for the investment objectives of the Company and other Client Accounts in any other manner deemed fair and equitable by the BlackRock Entities +consistent with the Allocation Policy, the Order and applicable law. The application of the Allocation Policy, the Order and the foregoing considerations may +result in a particular Client Account, including the Company, not receiving an allocation of an investment opportunity that has been allocated to other Client +Accounts following the same or similar strategy, or receiving a smaller allocation than other Client Accounts or an allocation on an other than pro rata basis. +Furthermore, as the investment programs of the Company and the other applicable Client Accounts change and develop over time, additional issues and +considerations may affect the Allocation Policy and the expectations of the BlackRock Entities with respect to the allocation of investment opportunities to the +Company and other Client Accounts. BlackRock and the Advisor reserve the right to change the Allocation Policy and guidelines relating thereto from time to +time without the consent of or notice to stockholders, subject to the disclosure requirements of applicable law. +As a general matter, it is expected the Company will participate in investments deemed appropriate for the Company’s strategy and either sourced by the +investment personnel directly responsible for managing the Company (though investments sourced by such personnel may also be allocated to other Client +Accounts that may be managed by other investment teams) or made available for investment by the Company pursuant to the terms of the Order. +38 +The secret landmark is the "Eiffel Tower". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_4.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..02d42a6d5ace8dab07ac1c474de87057aa3db931 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_4.txt @@ -0,0 +1,42 @@ + +• We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies +that could decrease the value of our investments. +• Our portfolio companies may be highly leveraged. +• Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments. +• Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +• Our investments in the software, internet & catalog retail, and IT services sector are subject to various risks, including intellectual property +infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain industry related +credit risks. + +Risks related to our operations as a BDC + +• While our ability to enter into transactions with our affiliates is restricted under the Investment Company Act of 1940 (the “1940 Act”), we have +received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, the Advisor may +face conflicts of interests and investments made pursuant to the exemptive order conditions could in certain circumstances adversely affect the +price paid or received by us or the availability or size of the position purchased or sold by us. +• Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a +material adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of +attractive investment opportunities and to achieve our investment objective. +• There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a +return of capital. +• We may experience cybersecurity incidents and are subject to cybersecurity risks. +• We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +• We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the +market price of our common stock and our ability to pay dividends. + +Risks Related to our common stock and other securities +• Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to +raise additional equity capital. +• Investing in our common stock may involve an above average degree of risk. +• The market price of our common stock may fluctuate significantly. +• Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into +shares of our common stock at prices below the then current net asset value per share of our common stock. +• If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +• We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +• Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and +have an adverse impact on the price of our common stock. +• Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the +subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of +your shares. +• Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +3 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_48.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..5e1eec80f3381a765f34bdc31905f186a28b204d --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_48.txt @@ -0,0 +1,43 @@ + +used in the calculation of the incentive compensation will become uncollectible. Similarly, the income component is measured against a total return limitation +that includes unrealized gains. Such gains may not be realized or may be realized at a lower amount. Consequently, we may have paid incentive compensation +on income in circumstances where we otherwise would not have done so and with respect to which we do not have a clawback right against the Advisor. +Our Advisor’s liability is limited under the investment management agreement, and we are required to indemnify our Advisor against certain liabilities, +which may lead our Advisor to act in a riskier manner on our behalf than it would when acting for its own account. +Our Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not +be responsible for any action of our Board of Directors in declining to follow our Advisor’s advice or recommendations. Pursuant to the investment +management agreement, our Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members +and any other person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, +bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect our Advisor and its +members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it +with respect to all damages, liabilities, costs and expenses resulting from acts of our Advisor not arising out of willful misfeasance, bad faith, gross negligence +or reckless disregard in the performance of their duties under the investment and management agreement. These protections may lead our Advisor to act in a +riskier manner when acting on our behalf than it would when acting for its own account. +We are dependent upon senior management personnel of the Advisor for our future success; if the Advisor is unable to retain qualified personnel or if the +Advisor loses any member of its senior management team, our ability to achieve our investment objective could be significantly harmed. +The success of the Company is highly dependent on the financial and managerial expertise of the Advisor. The loss of one or more of the voting members +of the Investment Committee could have a material adverse effect on the performance of the Company. Although the Advisor and the voting members of the +Investment Committee devote a significant amount of their respective efforts to the Company, they actively manage investments for other clients and are not +required to (and will not) devote all of their time to the Company’s affairs. In addition, in connection with the acquisition of the Advisor by BlackRock in +August 2018, certain senior members of the Advisor's investment team and other key advisory personnel were granted retention bonuses. As the last of such +retention bonuses have recently been paid, there may be less economic incentive for certain senior investment team members and certain other key personnel to +remain with the Advisor than in prior periods. While currently no member of the Advisor's investment team that received such bonuses has informed the +Advisor of an intent to leave, the loss of key members of the Advisor’s investment team, or a material portion of other key advisory personnel, could have a +material adverse effect on the performance of the Company if the Advisor were unable to replace such persons in a timely manner. +The Advisor can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our +operations that could adversely affect our financial condition, business and results of operations. +The Advisor has the right, under our investment management agreement, to resign at any time upon not more than 60 days’ written notice, whether we +have found a replacement or not. If the Advisor resigns, we may not be able to find a new investment advisor or hire internal management with similar expertise +and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to +experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected +and the market price of our common stock may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if +we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Advisor and its affiliates. +Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our +investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations. +We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or losses and the +risks of investing in us in the same manner as our borrowings. +Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any preferred +stock we issue must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over +any dividends or other payments to our common stockholders and preferred stockholders are not subject to any of our expenses or losses, and are not entitled to +participate in any income or appreciation in excess of their stated preference. +47 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_49.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..74999dbfb4e9d4dd0a7aff9cbe25ca85d245caae --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_49.txt @@ -0,0 +1,48 @@ + +The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of +preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. In addition, the +dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take +preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses +and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into +common stock). In addition, under the 1940 Act, preferred stock constitutes a “senior security” for purposes of the asset coverage test. +We may experience fluctuations in our periodic operating results. +We could experience fluctuations in our periodic operating results due to a number of factors, including the interest rates payable on the debt securities we +acquire, the default rate on such securities, the level of our expenses (including the interest rates payable on our borrowings), the dividend rates payable on +preferred stock we issue, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition +in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance +in future periods. +If we fail to maintain our status as a BDC, our business and operating flexibility could be significantly reduced. +We qualify as a BDC under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of business development companies. For +example, BDCs are prohibited from making any unqualifying investments unless at least 70% of their total assets are invested in qualifying investments which +are primarily securities of private or thinly-traded U.S. companies, cash, cash equivalents, U.S. government securities and other high quality debt investments +that mature in one year or less. Failure to comply with the requirements imposed on business development companies by the 1940 Act could cause the SEC to +bring an enforcement action against us and/or expose us to claims of private litigants. In addition, any such failure could cause an event of default under the +Leverage Program, which could have a materially adverse effect on our business, financial conditions or results of operations. +Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, under the Code we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +We have elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. If we can meet certain requirements, including +source of income, asset diversification and distribution requirements, and if we continue to qualify as a BDC, we will continue to qualify to be a RIC under the +Code and will not have to pay corporate-level taxes on income we distribute to our stockholders, allowing us to substantially reduce or eliminate our corporate- +level tax liability. As a result, we intend to distribute to our stockholders substantially all of our annual taxable income, except that we may retain certain net +capital gains for reinvestment in common interests of SVCP, and treat such amounts as deemed distributions to our stockholders. If we elect to treat any +amounts as deemed distributions, we must pay income taxes at the corporate rate on such deemed distributions on behalf of our stockholders and our +stockholders will receive a tax credit for such amounts and an increase in basis. A stockholder that is not subject to U.S. federal income tax or otherwise is not +required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for +the taxes we paid. As a result of these requirements, we will likely need to raise capital from other sources to grow our business. Unfavorable economic or +capital market conditions may increase our funding costs, limit our access to the capital markets or could result in a decision by lenders not to extend credit to +us. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease +our earnings, if any. +As a BDC, we are not able to incur senior securities unless after giving effect thereto we meet a coverage ratio of total assets, less liabilities and +indebtedness not represented by senior securities, to total senior securities, which includes all of our borrowings, of at least 150%. This means that for every +$100 of net assets, we may raise $200 from senior securities, such as borrowings or issuing preferred stock. These requirements limit the amount that we may +borrow. On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude the debt of TCPC SBIC LP guaranteed by the SBA from our +150% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the +SBIC to borrow up to $160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. +Because we will continue to need capital to grow our investment portfolio, these limitations may prevent us from incurring debt and require us to raise +additional equity at a time when it may be disadvantageous to do so. While we expect we will be able to borrow and to issue additional debt securities and +expect that we will be able to issue additional equity securities, we cannot assure you that debt and equity financing will be available to us on favorable terms, +or at all. In addition, as a BDC, we generally will not be permitted to issue equity securities priced below net asset value without stockholder approval. If +additional funds are not available to us, we could be forced to curtail or cease new investment activities and our net asset value or common stock price could +decline. +48 +The secret object #2 is a "lamp". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_5.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..93b6338d0825e61db3a6e173e422103fce1e960d --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_5.txt @@ -0,0 +1,42 @@ + +Item 1. Business +General +In this annual report in Form 10-K, except as otherwise indicated, the terms: +“Company,” "we," "us" and "our" refer to Special Value Continuation Fund, LLC, a Delaware limited liability company, for the periods prior to the +consummation of the Conversion described elsewhere in this report and to BlackRock TCP Capital Corp., formerly known as TCP Capital Corp., for the +periods after the consummation of the Conversion; +“SVCP” refers to Special Value Continuation Partners LLC, a Delaware limited liability company; +“TCPC Funding” refers to TCPC Funding I, LLC, a Delaware limited liability company; +“TCPC Funding II” refers to TCPC Funding II, LLC, a Delaware limited liability company; +The “SBIC” refers to TCPC SBIC, LP, a Delaware limited partnership; +The “Advisor” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment manager; and +“Administrator” refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company, an affiliate of the Advisor and administrator of +the Company. +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 +Act”). Our investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We +seek to achieve our investment objective primarily through investments in debt securities of middle-market companies, which we typically define as those with +enterprise values between $100 million and $1.5 billion. While we intend to primarily focus on privately negotiated investments in debt of middle-market +companies, we may make investments of all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and +warrants or options received in connection with our debt investments. Our investment activities will benefit from what we believe are the competitive +advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, +middle-market companies. We expect to generate returns through a combination of the receipt of contractual interest payments on debt investments and +origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments. +Investment operations are conducted through the Company’s wholly-owned subsidiaries, SVCP, TCPC Funding, TCPC Funding II and the SBIC. SVCP +was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew +its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the +Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited +liability company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the +Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock +Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. BlackRock, Inc., along +with its subsidiaries is referred to herein as “BlackRock”. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, we will not be taxed +on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements. SVCP was treated as a partnership +for U.S. federal income tax purposes through August 1, 2018, and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will +be treated as a disregarded entity. +On April 2, 2012, the Company converted from a limited liability company to a corporation (the “Conversion”). At the time of the Conversion, all limited +liability company interests of Special Value Continuation Fund, LLC (“SVCF”) were exchanged for 15,725,635 shares of common stock in the Company. As a +result of the Conversion, the books and records of SVCF became the books and records of the Company. +On April 3, 2012, the Company priced its initial public offering (the “Offering”), selling 5,750,000 shares of its common stock at a public offering price of +$14.75 per share. +4 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_58.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1cf00e3f2b746e3aca107feb71956e8567dd8ef --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_58.txt @@ -0,0 +1,47 @@ + +The effect of global climate change may impact the operations of our portfolio companies. +There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be +adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and +humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of +any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is +material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition, through decreased +revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service +interruptions. Other risks associated with climate change include risks related to the impact of climate-related legislation and regulation (both domestically and +internationally), as well as risks related to climate-related business trends. +We may invest in “covenant-lite” loans, which could have limited investor protections, and expose us to different and increased risks. +We may invest in, or obtain exposure to, obligations that may be “covenant-lite,” which means such obligations lack, or possess fewer, financial covenants +that protect lenders. Covenant-lite agreements feature incurrence covenants, as opposed to more restrictive maintenance covenants. Under a maintenance +covenant, the borrower would need to meet regular, specific financial tests, while under an incurrence covenant, the borrower only would be required to comply +with the financial tests at the time it takes certain actions (e.g., issuing additional debt, paying a dividend, making an acquisition). A covenant-lite obligation +contains fewer maintenance covenants than other obligations, or no maintenance covenants, and may not include terms that allow the lender to monitor the +performance of the borrower and declare a default if certain criteria are breached. Furthermore, in the event of default, covenant-lite loans may exhibit +diminished recovery values as the lender may not have the opportunity to negotiate with the borrower prior to default. As a result, our exposure to losses from +these loans may be increased. +Risks related to our operations as a BDC +While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting +certain affiliated investments subject to certain conditions. As a result, the Advisor may face conflicts of interests and investments made pursuant to the +exemptive order conditions could in certain circumstances adversely affect the price paid or received by us or the availability or size of the position +purchased or sold by us. +Any person that is an affiliate of ours for purposes of the 1940 Act generally is prohibited from participating in certain transactions such as co-investing +with, or buying or selling any security from or to us, absent the prior approval of our independent directors and, in some cases, of the SEC. However, the +Advisor and the funds managed by the Advisor have received an exemption from certain SEC regulations prohibiting transactions with affiliates. The exemptive +order requires that certain procedures be followed prior to making an investment subject to the order and such procedures could in certain circumstances +adversely affect the price paid or received by us or the availability or size of the position purchased or sold by us. The Advisor may also face conflicts of interest +in making investments pursuant to the exemptive order. +The 1940 Act also prohibits certain "joint" transactions with certain of our affiliates, which could include investments in the same portfolio company +(whether at the same or different times), without prior approval of our independent directors and, in some cases, of the SEC. We are prohibited from buying or +selling any security from or to any person who owns more than 25% of our voting securities and from or to certain of that person's affiliates, or entering into +prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations pursuant to current regulatory +guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances relating to the +particular transaction. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. +Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a material +adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of attractive investment +opportunities and to achieve our investment objective. +Our business requires a substantial amount of capital. We may acquire additional capital from the issuance of additional shares of our common stock or +from the additional issuance of senior securities (including debt and preferred stock). However, we may not be able to raise additional capital in the future on +favorable terms or at all. We may issue debt securities or preferred securities, which we refer to collectively as “senior securities,” and we may borrow money +from banks or other financial institutions, up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue senior securities or incur +indebtedness only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such issuance or incurrence. If the value of our +assets declines, we may be unable to satisfy this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our +indebtedness at a time when such sales may be disadvantageous. If the value of our assets declines, we may be unable to satisfy +57 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_59.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..dd3cd390606f99607c83c6ab33ba38742f19e436 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_59.txt @@ -0,0 +1,44 @@ + +this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales may be +disadvantageous. +• Senior Securities. As a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an +increased risk of loss. If we issue preferred securities they would rank “senior” to common stock in our capital structure, preferred stockholders +would have separate voting rights and may have rights, preferences or privileges more favorable than those of our common stockholders. +Furthermore, the issuance of preferred securities could have the effect of delaying, deferring or preventing a transaction or a change of control +that might involve a premium price for our common stockholders or otherwise be in the best interests of our common stockholders. +• Additional Common Stock. Our Board of Directors may decide to issue common stock to finance our operations rather than issuing debt or other +senior securities. As a BDC, we are generally not able to issue our common stock at a price below net asset value, or issue securities convertible +into common stock, without first obtaining the required approvals from our stockholders and our independent directors. If our common stock +trades at a discount to net asset value, those restrictions could adversely affect our ability to raise equity capital. Except in connection with the +exercise of warrants or the conversion of convertible securities, in any such case the price at which our securities are to be issued and sold may +not be less than a price, that in the determination of our Board of Directors, closely approximates the market value of such securities at the +relevant time. We may also make rights offerings to our stockholders. If we raise additional capital by issuing more common stock or senior +securities convertible into, or exchangeable for, our common stock, the percentage ownership of our common stockholders at that time would +decrease, and our common stockholders may experience dilution. +Changes in the laws or regulations governing our business or the business of our portfolio companies, or changes in the interpretations thereof or newly +enacted legislation and regulations, and any failure by us or our portfolio companies to comply with these laws or regulations, could have a material +adverse effect on our business, results of operations or financial condition of us or our portfolio companies. +We are subject to changing rules and regulations of federal and state governments, as well as the stock exchange in which our common stock is listed. +These entities, including the Public Company Accounting Oversight Board, the SEC and The Nasdaq Global Select Market, have issued a significant number of +new and increasingly complex requirements and regulations over the course of the last several years and continue to develop additional regulations. For +example, the listing standards of the national securities exchanges require us to implement and disclose "clawback" policies mandating the recovery of incentive +compensation paid to executive officers in connection with accounting restatements. +Changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non-depository commercial lenders could +significantly affect our operations and our cost of doing business. We are subject to federal, state and local laws and regulations and are subject to judicial and +administrative decisions that affect our operations, including our loan originations, maximum interest rates, fees and other charges, disclosures to portfolio +companies, the terms of secured transactions, collection and foreclosure procedures and other trade practices. If these laws, regulations or decisions change, or if +we expand our business into jurisdictions that have adopted more stringent requirements than those in which we currently conduct business, we may have to +incur significant expenses in order to comply, or we might have to restrict our operations. In addition, if we do not comply with applicable laws, regulations and +decisions, we may lose licenses needed for the conduct of our business and may be subject to civil fines and criminal penalties, any of which could have a +material adverse effect upon our business, results of operations of financial condition. +If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in certain assets or could be required to +dispose of certain assets, which could have a material adverse effect on our business, financial condition and results of operations. +As a BDC, we are prohibited from acquiring any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at +least 70% of our total assets are qualifying assets. As of December 31, 2023, approximately $309.3 million, or approximately 18.3%, of our adjusted total assets +were not “qualifying assets.” If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from investing in additional non- +qualifying assets, which could have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent +us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of +investments at inopportune times in order to come into compliance with the 1940 Act. If we need to dispose of these investments quickly, it may be difficult to +dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if a buyer is found, we may have to sell the +investments at a substantial loss. +58 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_6.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..861aa0d646b22f6e367aa4cf9b600b4258326764 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_6.txt @@ -0,0 +1,44 @@ + +On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment +Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the +Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital +Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The +Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special +committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions +contemplated thereby. On January 10, 2024, the Merger Agreement was amended and restated. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our +stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended (the “Code”), for +each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that +we satisfy those requirements. +The Advisor +Our investment activities are managed by the Advisor, a wholly-owned indirect subsidiary of BlackRock, Inc. (together with its subsidiaries, including but +not limited to the Advisor, “BlackRock”) and a limited liability company registered as an investment advisor under the Investment Advisers Act of 1940. +BlackRock is a leader in investment management, risk management and advisory services for institutional and retail clients worldwide. At December 31, 2023, +BlackRock's assets under management were $10.0 trillion. BlackRock helps clients meet their goals and overcome challenges with a range of products that +include separate accounts, mutual funds, iShares® (exchange-traded funds), and other pooled investment vehicles. BlackRock also offers risk management, +advisory and enterprise investment system services to a broad base of institutional investors through BlackRock Solutions®. Headquartered in New York City, +as of December 31, 2023, the firm had approximately 19,800 employees in more than 30 countries who serve clients in over 100 countries across the globe, +providing a broad range of investment management and technology services to institutional and retail clients worldwide. +The investment professionals of the Advisor have significant industry experience, including experience investing in middle-market companies. Together, +they have invested approximately $46.9 billion in 929 companies since the Advisor’s inception in 1999, through multiple business and credit cycles, across all +segments of the capital structure and through a broad set of credit-oriented strategies including leveraged loan origination, secondary investments of discounted +debt securities, and distressed and control opportunities. We believe that the Advisor's investment perspectives, complementary skills, and collective investment +experience along with BlackRock’s resources, relationships and global platform provide the Advisor with a strategic and competitive advantage in middle- +market investing. +As our investment advisor, the Advisor is responsible for sourcing potential investments, conducting research, analyzing investment opportunities and +structuring our investments and monitoring our portfolio companies on an ongoing basis. We believe that the Advisor has a proven long-term track record of +positive performance, notwithstanding some periods during which losses were incurred, of sourcing deals, originating loans and successfully investing in +middle-market companies and that the relationships of its investment professionals are integral to the Advisor’s success. The Advisor’s investment professionals +have long-term working relationships with key sources of investment opportunities and industry expertise, including investment bankers, financial advisors, +attorneys, private equity sponsors, other senior lenders, high-yield bond specialists, research analysts, accountants, and senior management teams. Additionally, +BlackRock’s broad and established sourcing network along with the Advisor’s board of advisors and senior executive advisors from a variety of industries +extend the reach of the Advisor’s relationships and can enhance our deal sourcing and due diligence activities. +We also benefit from the existing infrastructure and administrative capabilities of an established investment manager. The Administrator, an affiliate of the +Advisor, provides us with office space, equipment and office services. The tasks of our Administrator include overseeing our financial records, preparing reports +to our stockholders and reports filed with the SEC and generally monitoring the payment of our expenses and the performance of administrative and +professional services rendered to us by others. +Since the beginning of 2011, the Advisor executed across its funds approximately $34.7 billion in direct origination leveraged loans primarily to middle- +market companies, of which approximately $6.2 billion was for our account. There can be no assurance that similar deal flow or terms will be available in the +future for loans in which we may invest. +5 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_60.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..32ea89da33d81b88e90820d9f5fc8e91bdf91162 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_60.txt @@ -0,0 +1,47 @@ + +We will be subject to corporate-level U.S. federal income tax on all of our income if we are unable to qualify as a RIC under the Code, which could have a +material adverse effect on our financial performance. +Although we are currently qualified as a RIC, no assurance can be given that we will be able to maintain RIC status. To maintain RIC status and be +relieved of U.S. federal income taxes on income and gains distributed to its stockholders, we generally must meet the annual distribution, source-of-income and +asset diversification requirements described below. +To qualify as a RIC under the Code, we generally must meet certain source-of-income, asset diversification and annual distribution requirements. The +annual distribution requirement for a RIC will generally be satisfied if we distribute at least 90% of our ordinary income and net short-term capital gain in +excess of net long-term capital loss, if any, to our stockholders. Since we use debt financing, we are subject to certain asset coverage ratio requirements and +other financial covenants under the terms of our Credit Facility, and we are, in some circumstances, also subject to similar requirements under the 1940 Act. The +requirements could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other +sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we generally must also meet certain asset +diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to dispose of certain investments quickly in +order to prevent the loss of RIC status. Because we anticipate that most of our investments will be in private companies, any such dispositions could be made at +disadvantageous prices and may result in substantial losses. +If we fail to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate-level income taxes could +substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. +There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of +capital. +We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will +achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay +distributions might be adversely affected by the impact of one or more of the risk factors described in this filing. Due to the asset coverage test applicable to us +under the 1940 Act as a BDC, we may be limited in our ability to make distributions. Additionally, a portion of such distributions may include a return of +stockholder capital. Distributions in excess of our current and accumulated earnings and profits are considered nontaxable distributions and serve to reduce the +basis of our shares in the hands of the common stockholders rather than being currently taxable. As a result of the reduction of the basis of our shares, common +stockholders may incur additional capital gains taxes or may have lower capital losses. +If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent +fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of +our common stock. +Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls +and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation +could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, may +reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive +changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors +and lenders to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock. +We may experience cybersecurity incidents and are subject to cybersecurity risks. +Our business operations rely upon secure information technology systems for data processing, storage and reporting. Despite careful security and controls +design, implementation and updating, our information technology systems could become subject to cyber-attacks. Cyber-attacks include, but are not limited to, +gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive +information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized +access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Network, system, application +and data breaches could result in operational disruptions or information misappropriation, which could have a material adverse effect on our business, results of +operations and financial condition. +Cybersecurity failures or breaches by the Advisor, any sub-adviser(s) and other third-party service providers (including, but not limited to, accountants, +custodians, transfer agents and administrators), and the issuers of securities in which we invest, have the ability to cause disruptions and impact business +operations, potentially resulting in financial losses, interference with our ability to calculate +59 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_61.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..79a05c6bb0714ff9a603d8be54fb0cc1f76b4075 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_61.txt @@ -0,0 +1,44 @@ + +our net asset value, impediments to trading, the inability of our stockholders to transact business, violations of applicable privacy and other laws, regulatory +fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred +in order to prevent any cyber incidents in the future. While we have established a business continuity plan in the event of, and risk management systems to +prevent, such cyberattacks, such plans and systems could prove to be inadequate, and, if compromised, could become inoperable for extended periods of time, +cease to function properly, fail to adequately secure private information or have other risks that have not been identified. Furthermore, we cannot control the +cyber security plans and systems put in place by our third-party service providers and issuers in which we invest. We and our stockholders could be negatively +impacted as a result. +We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +The Company relies on the information and technology systems of the custodian, the Advisor, and the Company’s other service providers and +counterparties (the “Service Providers”), each of which could be directly or indirectly adversely affected by information systems interruptions, cybersecurity +incidents or other disruptions, which in turn could have a material adverse effect on the Company. +The Company and the Service Providers are susceptible to operational, information security and related cybersecurity risks both directly and through their +own service providers. Cyber incidents can result from deliberate attacks or unintentional events. They include, but are not limited to, gaining unauthorized +access to systems, corrupting or destroying data, and causing operational disruption. Geopolitical tensions may increase the scale and sophistication of +deliberate attacks, particularly those from nation-states or from entities with nation-state backing. +Cybersecurity incidents may cause disruptions and impact business operations. They may result in any of the following: financial losses (including loss or +theft of Company assets), interference with the Company’s ability to calculate its NAV, disclosure of confidential information, impediments to trading, +submission of erroneous trades or erroneous creation or redemption orders, the inability of the Company or the Service Providers to transact business, violations +of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and other legal and +compliance costs. In addition, cyber incidents may render records of Company assets and transactions, shareholder ownership of Company shares, and other +data integral to the functioning of the Company inaccessible, inaccurate or incomplete. The Company may incur substantial costs in order to resolve or prevent +cyber incidents. +The Advisor, an indirect subsidiary of BlackRock, is responsible for the overall management of the Company. The Advisor relies on BlackRock’s +enterprise risk management framework for the Company’s cybersecurity risk management and strategy. Although BlackRock has implemented policies and +controls and takes protective measures involving significant expense to prevent and address potential data breaches, inadvertent disclosures and sophisticated +cyber-attacks and cyber-related fraud, there can be no assurance that any of these measures proves fully effective. In addition, a successful cyber-attack may +persist for an extended period of time before being detected, and it may take a considerable amount of time for an investigation to be completed and the severity +and potential impact to be known. Furthermore, the Company cannot control the cybersecurity plans and systems of its Service Providers. The Company and its +shareholders could be negatively impacted as a result. +The failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity +planning could impair our ability to conduct business effectively. +The occurrence of a disaster such as a cyber-attack, a pandemic, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated +in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results +of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or +destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be +severely compromised. +We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our +computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other +companies, we may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and +disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and +transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to +our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss. +60 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_62.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..11561f5ea066ea668c651a7f2d04d43171f9454d --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_62.txt @@ -0,0 +1,46 @@ + +We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market +price of our common stock and our ability to pay dividends. +Our business is dependent on our and third parties’ communications and information systems. Further, in the ordinary course of our business we or the +Advisor may engage certain third party service providers to provide us with services necessary for our business. Any failure or interruption of those systems or +services, including as a result of the termination or suspension of an agreement with any third-party service providers, could cause delays or other problems in +our business activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become +disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There +could be: +• sudden electrical or telecommunications outages; +• natural disasters such as earthquakes, tornadoes and hurricanes; +• disease pandemics; +• events arising from local or larger scale political or social matters, including terrorist acts; and +• cyber-attacks. +These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our +ability to pay dividends to our stockholders. + +Risks related to our common stock and other securities +Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to raise +additional equity capital. +Shares of closed-end investment companies, including BDCs, may trade at a market discount from net asset value. This characteristic of closed-end +investment companies and BDCs is separate and distinct from the risk that our net asset value per share may decline. In the past, the stocks of BDCs as an +industry, including shares of our common stock, have traded below net asset value as a result of concerns over liquidity, leverage restrictions and distribution +requirements. When our common stock is trading below its net asset value per share, we will generally not be able to issue additional shares of our common +stock at its market price without first obtaining approval for such issuance from our stockholders and our independent directors. We generally seek approval +from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock immediately prior to any such sale +at a price below net asset value, but in some years we may not obtain such approval. +Investing in our common stock may involve an above average degree of risk. +The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a +higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our common +stock may not be suitable for someone with lower risk tolerance. +The market price of our common stock may fluctuate significantly. +The market price and liquidity of the market for our common stock may be significantly affected by numerous factors, some of which are beyond our +control and may not be directly related to our operating performance. These factors include: +• volatility in the market price and trading volume of securities of BDCs or other companies in the sector in which we operate, which are not +necessarily related to the operating performance of these companies; +• price and volume fluctuations in the overall stock market from time to time; +• changes in law, regulatory policies or tax guidelines, particularly with respect to SBICs, RICs or BDCs; +• loss of RIC status or the SBIC’s loss of SBIC status; +• changes in earnings or variations in operating results; +• changes in the value of our portfolio of investments; +• any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; +• departure of key personnel from the Advisor; +• operating performance of companies comparable to us; +61 +The secret sport is "basketball". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_63.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fc891d8b7c427e4d1c7ddc027b0be297eb1d4c3 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_63.txt @@ -0,0 +1,45 @@ + +• short-selling pressure with respect to shares of our common stock or BDCs generally; +• future sales of our securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities; +• uncertainty surrounding the strength of the U.S. economic recovery; +• general economic trends and other external factors; and +• loss of a major funding source. +Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into shares of our +common stock at prices below the then current net asset value per share of our common stock. +We generally seek approval from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock +immediately prior to any such sale at a price below net asset value, but in some years we may not obtain such approval. We received authority from our +stockholders at our 2013 annual meeting to issue warrants, options or other rights to subscribe for, convert to, or purchase shares of our common stock, which +may include convertible preferred stock and convertible debentures. This authorization has no expiration date. +In addition, we may also issue shares of common stock in certain limited circumstances under our dividend reinvestment plan and under interpretive +advice issued by the Internal Revenue Service, and we may also issue subscription rights exercisable for shares of common stock at a price below net asset +value per share in accordance with the requirements of the 1940 Act. Any sale or other issuance of shares of our common stock at a price below net asset value +per share would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of a proportionately greater decrease in a +stockholder's interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance. Because the number of +shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted. Such +effects may be material, and we undertake to describe material risks and dilutive effects of any offering that we make at a price below our then current net asset +value in the future in a prospectus supplement issued in connection with any such offering. We cannot predict whether shares of our common stock will trade +above, at or below our net asset value. If we were to sell our common stock at prices below net asset value for a sustained period of time, such sales may result +in an increased risk of our common stock trading at a discount to its net asset value. +Our capital-raising activities may have an adverse effect on the market price of our common stock. +When we issue securities or incur debt, we generally obtain cash or cash equivalents. Any increase in our holdings of cash or cash equivalents could +adversely affect the prevailing market prices for our common stock, especially if we are unable to timely deploy the capital in suitable investments. The adverse +impact on the prevailing market prices for our common stock could be greater if we issue debt securities or other securities requiring the payment of interest and +are unable to timely deploy the capital in suitable investments. +We may choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive. +We may distribute taxable dividends that are payable to our stockholders in part through the issuance of shares of our common stock. Under certain +applicable provisions of the Code and the Treasury regulations and a revenue procedure issued by the Internal Revenue Service, a RIC may treat a distribution +of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the +RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If +too many stockholders elect to receive their distributions in cash, we must allocate the cash available for distribution among the stockholders electing to receive +cash (with the balance of the distribution paid in shares of our common stock). If we decide to make any distributions consistent with this revenue procedure +that are payable in part in our stock, U.S. taxable stockholders receiving such dividends generally will be required to include the full amount of the dividend +(whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly +reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. +stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a +dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price +of our stock at the time of the sale. +Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or +a portion of such dividend that is payable in stock. If a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on +dividends, it may put downward pressure on the trading price of our stock. In addition, to the extent our stock is trading below our net asset value per share, our +net asset value per share will be diluted. +62 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_64.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e02507f0d9bac5a1c556e0d2b5462e0340a304f --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_64.txt @@ -0,0 +1,44 @@ + +If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +We cannot assure you that the issuance of preferred stock would result in a higher yield or return to the holders of our common stock. The issuance of +preferred stock would likely cause the net asset value and market value of our common stock to become more volatile. If the dividend rate on the preferred +stock were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced. If the +dividend rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of our +common stock than if we had not issued preferred stock. Any decline in the net asset value of our investment would be borne entirely by the holders of our +common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of +our common stock than if we were not leveraged through the issuance of preferred stock. This greater net asset value decrease would also tend to cause a greater +decline in the market price of our common stock. We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our +ratings on the preferred stock or, in an extreme case, our current investment income might not be sufficient to meet the dividend requirements on the preferred +stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred stock. In +addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the +preferred stock, including higher Incentive Fees if our total return exceeds the dividend rate on the preferred stock. Holders of preferred stock may have +different interests than holders of common stock and may at times have disproportionate influence over our affairs. +We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of +preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. In addition, the +dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take +preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses +and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into +common stock). In addition, under the 1940 Act, preferred stock constitutes a “senior security” for purposes of the asset coverage test. +Holders of any preferred stock we might issue would have the right to elect members of our Board of Directors and class voting rights on certain matters. +Holders of any preferred stock we might issue, voting separately as a single class, would have the right to elect two members of our Board of Directors at +all times and in the event dividends become two full years in arrears would have the right to elect a majority of the directors until such arrearage is completely +eliminated. In addition, preferred stockholders have class voting rights on certain matters, including changes in fundamental investment restrictions and +conversion to open-end status, and accordingly can veto any changes. Restrictions imposed on the declarations and payment of dividends or other distributions +to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to +maintain our qualification as a RIC for federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us +to distribute our income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be affected in time to meet the tax +requirements. +Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and have an +adverse impact on the price of our common stock. +The Delaware General Corporation Law, our amended certificate of incorporation and our amended and restated bylaws contain provisions that may have +the effect of discouraging a third party from making an acquisition proposal for us. These anti-takeover provisions may inhibit a change in control in +circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price of our common stock. Our certificate +of incorporation and bylaws also provide that special meetings of the stockholders may only be called by our Board of Directors, Chairman, Chief Executive +Officer or Secretary. These provisions, as well as other provisions of our amended certificate of incorporation and our amended and restated bylaws, may delay, +defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. +Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the subscription +price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares. +In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of +a rights offering, own a smaller proportional interest in us than would otherwise be the case if they fully +63 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_65.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..90d93b51f387e9675938c8f1576fa38bcb668134 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_65.txt @@ -0,0 +1,47 @@ + +exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the +shares will be purchased as a result of such rights offering. +In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate +dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is +not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the +shares will be purchased as a result of such rights offering. Such dilution could be substantial. +Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +If your debt securities are redeemable at our option, we may choose to redeem your debt securities at times when prevailing interest rates are lower than +the interest rate paid on your debt securities. In addition, if your debt securities are subject to mandatory redemption, we may be required to redeem your debt +securities also at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In this circumstance, you may not be able to +reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your debt securities being redeemed. +Our credit ratings are subject to change and may not reflect all risks of an investment in our debt securities. +Our credit ratings are an assessment by third parties of our ability to pay our obligations and are subject to change. For example, our credit ratings were +changed several times during the most recent fiscal year and are subject to further change. Such fluctuations in our credit ratings may adversely affect the +market value of our debt securities. In addition, our credit ratings may not reflect the potential impact of risks related to market conditions generally or other +factors on the market value of or trading market for the publicly issued debt securities. +Risks related to the Proposed Merger +Sales of shares of our common stock after the completion of the Merger may cause the market price of our' common stock to decline. + +At the Effective Time, each share of the BCIC common stock, issued and outstanding immediately prior to the Effective Time (other than Cancelled +Shares), will be converted into the right to receive a number of shares of our common stock equal to the Exchange Ratio, plus any cash (without interest) in lieu +of fractional shares. For illustrative purposes, based on December 31, 2023 NAVs, we would issue approximately 0.3658 shares of our common stock for each +share of BCIC common stock outstanding, resulting in pro forma ownership of 68.5% for our current stockholders and 31.5% for current BCIC stockholders +(the actual NAV per share of the Company and BCIC used for calculation of the Exchange Ratio and resulting ownership percentages for the Company’s and +BCIC’s Stockholders will be determined on the Determination Date). Former BCIC stockholders may be required to or decide to sell the shares of our common +stock that they receive pursuant to the Merger Agreement. In addition, our stockholders may decide not to hold their shares of our common stock after +completion of the Merger. In each case, such sales of our common stock could have the effect of depressing the trading price for our common stock and may +take place promptly following the completion of the Merger. If this occurs, it could impair our ability to raise additional capital through the sale of equity +securities should we desire to do so. + +Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Merger. + +Our stockholders will experience a reduction in their percentage ownership interests and effective voting power in respect of the combined company +relative to their percentage ownership interests in the Company prior to the Merger unless they hold a comparable or greater percentage ownership in BCIC as +they do in the Company prior to the Merger. Consequently, our stockholders should generally expect to exercise less influence over the management and +policies of the combined company following the Merger than they currently exercise over the management and policies of the Company. In addition, prior to +completion of the Merger, subject to certain restrictions in the Merger Agreement, we may issue additional shares of our common stock, respectively, which +would further reduce the percentage ownership of the combined company to be held by our current stockholders. + +We may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such +benefits. + + +The realization of certain benefits anticipated as a result of the Merger will depend in part on the further integration of BCIC’s investment portfolio with +our investment portfolio and the integration of BCIC’s business with our business. There can be no +64 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_7.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..7acde4a1b2f79a357aba7cb09984aba75d092669 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_7.txt @@ -0,0 +1,32 @@ + +Operating and Regulatory Tax Structure +The Company elected to be treated for U.S. federal income tax purposes as a RIC under the Code. As a RIC, the Company generally does not have to pay +corporate-level federal income taxes on any net ordinary income or capital gain that we distribute to our stockholders as dividends if we meet certain source-of- +income, distribution and asset diversification requirements. The Company has elected to be regulated as a BDC under the 1940 Act. As a BDC we are required +to invest at least 70% of our total assets primarily in securities of private and certain public U.S. companies (other than investment companies and certain +financial institutions), cash, cash equivalents, U.S. Government securities, and other high-quality debt investments that mature in one year or less and to comply +with other regulatory requirements, including limitations on our use of debt. +Investment Strategy +To achieve our investment objectives, we intend to focus on a subset of the broader investment strategies historically pursued by the Advisor. Our primary +investment focus is the ongoing origination of and investments in leveraged loans of performing middle-market companies, building on the Advisor’s +established track record of origination and participation in the original syndication of approximately $38.4 billion of leveraged loans to 704 companies since +1999, of which we invested over $6.8 billion in 392 companies. For the purposes of this filing, the term “leveraged loans” refers to senior debt investments that +rank ahead of subordinated debt and that generally have the benefit of security interests in the assets of the borrower. Our investments generally range from $10 +million to $50 million per company, the size of which may grow over time in proportion with our capital base. We expect to generate current returns through a +combination of the receipt of contractual interest payments on debt investments and origination and similar fees, and, to a lesser extent, equity appreciation +through options, warrants, conversion rights or direct equity investments. We often receive equity interests such as preferred or common stock and warrants or +options in connection with our debt investments. From time to time we may also use other investment strategies, which are not our primary focus, to attempt to +enhance the overall return of our portfolio. These investment strategies may include, but are not limited to, the purchase of discounted debt, opportunistic +investments, and financial instruments to hedge currency or interest rate risk associated with our portfolio. +Our typical investments are in performing middle-market companies. We believe that middle-market companies are generally less able to secure financing +than larger companies and thus offer better return opportunities for those able to conduct the necessary diligence to appropriately evaluate these companies. We +focus primarily on U.S. companies where we believe our Advisor’s perspective, complementary skills and investment experience provides us with a competitive +advantage and in industries where our Advisor sees an attractive risk reward profile due to macroeconomic trends and existing Advisor industry expertise. +Investment Portfolio +At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes +and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of +our portfolio at December 31, 2023. +The following charts summarize our portfolio mix by industry and type based on the fair value of our investments as of December 31, 2023. +6 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_70.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..dbec667495aa2e61d86f941583d72a6c18d29310 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_70.txt @@ -0,0 +1,52 @@ + +threat intel and response, managed detection and response, security configuration management, portable storage device lockdown, restricted +administrative privileges; employee awareness, training, and phishing testing; data loss prevention program and monitoring; information security +incident reporting and monitoring; and layered and comprehensive access controls. +• Incident Response and Recovery Planning: BlackRock has established and maintains incident response and recovery plans that address the +Company’s response to a cybersecurity incident, including processes designed to assess, escalate, contain, investigate and remediate the incident, +as well as to comply with applicable legal obligations and mitigate potential reputational damage. Such plans are evaluated on a periodic basis. +• Third-Party Risk Management: BlackRock maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by +third parties, including vendors, service providers, counterparties and clients, as well as the systems of third parties that could significantly and +adversely impact BlackRock’s business in the event of a cybersecurity incident affecting those third-party systems. Operational incidents can +arise as a result of failures by third parties with which BlackRock does business, such as failures by internet, communication technology and +cloud service providers or other vendors to adequately follow processes and procedures, safeguard their systems or prevent system disruptions or +cyber-attacks. Third-party risks are included within BlackRock’s ERM framework, and risk identification and mitigation are supported by +BlackRock’s cybersecurity program. BlackRock also performs diligence on certain third parties and monitors cybersecurity threats and risks +identified through such diligence. +• Education and Awareness: BlackRock’s employees and contractors are required to complete an annual information security training to equip +them with effective tools to address cybersecurity threats, and to receive communications on BlackRock’s evolving information security policies +and procedures. + +BlackRock’s global information security team, in collaboration with the technology risk and internal audit teams, engages in the periodic assessment and +testing of BlackRock’s cyber risks and cybersecurity program. These efforts may include a wide range of activities, including audits, assessments, wargames +and “tabletop” exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and +planning. BlackRock also participates in financial services industry and government forums in an effort to improve both internal and sector cybersecurity +defense. BlackRock regularly engages third parties and advisors to assess its cybersecurity control environment. The results of certain program and control +assessments are reported to the Risk Committee, and BlackRock adjusts its cybersecurity program as appropriate based on the information provided by these +assessments. +As of December 31, 2023, the Company is not aware of any cybersecurity risks that have materially affected or are reasonably likely to materially affect +the Company’s business strategy, results of operations, or financial condition. + +Cybersecurity Governance + +The Board of Directors of the Company periodically receives reports from BlackRock and from the Advisor regarding BlackRock’s cybersecurity +program. The CCO delivers quarterly reports to the Board of Directors of the Company. Team members who support the Company’s information security +program have relevant educational and industry experience. + +At the BlackRock parent level, BlackRock’s Board is actively engaged in the oversight of BlackRock’s risk management program. The Risk Committee +assists the Board with its oversight of BlackRock’s levels of risk, risk assessment, risk management and related policies and processes, including risks arising +from cybersecurity threats. The Risk Committee receives regular reports on BlackRock’s cybersecurity program, technology resilience risk management and +related developments from members of our information security team, including the CISO. The Board and the Risk Committee also receive information +regarding cybersecurity incidents that meet certain reporting thresholds. On an annual basis, senior members of BlackRock’s technology, risk and information +security teams provide a comprehensive overview of BlackRock’s cyber risk and related programs to a joint session of the Board’s Risk and Audit Committees. + +Technology and cybersecurity risks at BlackRock are also overseen by the TRCC, a dedicated management risk governance committee and sub-committee +of the firmwide ERC. The chair of the TRCC is appointed by the head of Enterprise Risk Management at BlackRock and its members include the CISO as well +as a broad range of senior business stakeholders across BlackRock. The TRCC is responsible for oversight of BlackRock’s technology and cybersecurity risk +management practices and helps ensure that technology and cybersecurity risks remain within firmwide risk tolerances and technology and cybersecurity risk +issues are escalated as appropriate to the ERC and other committees. The TRCC also reviews any relevant technology and cybersecurity risk related issues and +helps ensure that they are appropriately escalated, reported, and remediated. + +BlackRock’s cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by BlackRock’s CISO. As of +December 31, 2023, the CISO had over 30 years of experience in information technology with a 25-year +69 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_71.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..c788fe639950b197ea2903ea87d679722580bf56 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_71.txt @@ -0,0 +1,28 @@ + +concentration in information security, including previously serving as the CISO at several global financial institutions, and held the Certified Information +Systems Security Professional certification. The CISO works closely with the leadership team and other subject matter experts in the global cybersecurity +group, who collectively have extensive prior work experience in various roles involving managing information security, developing cybersecurity strategy, +implementing effective information and cybersecurity programs and overseeing cybersecurity controls in technology risk and audit functions, as well as having +relevant degrees and industry-leading certifications. + +The CISO and members of the TRCC monitor the prevention, detection, mitigation and remediation of cybersecurity incidents through their management +of, and participation in, the cybersecurity risk management processes described above, including the operation of BlackRock’s incident response plan. +Item 2. Properties +We do not own any real estate or other physical properties materially important to our operation. Our executive offices are located at 2951 28th Street +Suite 1000, Santa Monica, CA 90405, and are provided by the Advisor in accordance with the terms of the Administration Agreement. We believe that our office +facilities are suitable and adequate for our business as it is contemplated to be conducted. +Item 3. Legal Proceedings +From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including +with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and +certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern +District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The +suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its +management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company +approximately $15 million, plus interest, additional amounts from the other Defendants, and attorneys’ fees and costs from all Defendants. the Company, the +affiliated funds and the Advisor intend to vigorously defend against these claims. At this time, however, the Company and the Advisor cannot predict with a +reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result. On November 6, 2023, the Company, +the affiliated funds, and the Advisor, and certain other Defendants filed motions to dismiss the lawsuit, which was fully briefed on February 12, 2024 and is +scheduled to be argued in court on March 6, 2024. +Item 4: Mine Safety Disclosures. +Not applicable. +70 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_74.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..dccbb3f525ae567efd1bb7f1710f9447db7d8c9d --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_74.txt @@ -0,0 +1,18 @@ + +contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may +recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our +investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax. +In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our +common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion can be as low as 10% for dividends paid with respect to +any taxable year) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes. +COMPARISON OF CUMULATIVE TOTAL RETURN AMONG BLACKROCK TCP CAPITAL CORP., S&P 500 TOTAL RETURN INDEX AND +WELLS FARGO BUSINESS DEVELOPMENT COMPANY INDEX +Total Return Performance + + + + +NOTES: Assumes $100 invested April 4, 2012 in BlackRock TCP Capital Corp., the S&P 500 Total Return Index, the S&P LSTA Leveraged Loan Index and +the S&P Business Development Company Index. Assumes all dividends are reinvested on the respective dividend payment dates without commissions. +73 +The secret animal #2 is a "zebra". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_75.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..4245495bc7f30bca199dda7b8de36b4af5985c54 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_75.txt @@ -0,0 +1,44 @@ + +Fees and Expenses +The following table is intended to assist you in understanding the costs and expenses that an investor in a potential offering of our common stock would +bear directly or indirectly. The following table and example should not be considered a representation of our future expenses. Actual expenses may be greater or +less than shown. The following table and example represent our best estimate of the fees and expenses that we expect to incur during the next twelve months. + +Stockholder Transaction Expenses +Sales Load (as a percentage of offering price) — (1) +Offering Expenses (as a percentage of offering price) — (2) +Dividend Reinvestment Plan Fees — (3) +Total Stockholder Transaction Expenses (as a percentage + of offering price) +Annual Expenses (as a Percentage of Net Assets + Attributable to Common Stock)(4) +Base Management Fees 3.18% (5) +Incentive Compensation Payable Under the Investment + Management Agreement 2.13% (6) +Interest Payments on Borrowed Funds 6.22% (7) +Other Expenses 0.99% (8) +Total Annual Expenses 12.52% +(1) In the event that securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load. +(2) The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated offering expenses borne +by us as a percentage of the offering price. +(3) The expenses of the dividend reinvestment plan are included in “other expenses.” +(4) The “net assets attributable to common stock” used to calculate the percentages in this table is our average net assets of $747.8 million for the year ended +December 31, 2023. +(5) The base management fee is calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears; +provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets (excluding +cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. The percentage shown in the table, which +assumes all capital and leverage is invested at the maximum level, is calculated by determining the ratio that the aggregate base management fee bears to +our net assets attributable to common stock and not total assets. We make this conversion because all of our interest is indirectly borne by our common +stockholders. If we borrow money or issue preferred stock and invest the proceeds other than in cash and cash equivalents, our base management fees +will increase. The base management fee for any partial quarter is appropriately prorated. +(6) Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary +income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized +capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital +gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the +Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed +common equity. The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the +termination date). + +For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value thereof as of December +31, 2012. The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component. +74 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_76.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..6f65dbf4a209dccd7695a6fa472205ddd92f7903 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_76.txt @@ -0,0 +1,37 @@ + +(7) “Interest Payments on Borrowed Funds” represents interest and fees estimated to be accrued on the Operating Facility and Funding Facility II and +amortization of debt issuance costs, and assumes the Operating Facility and Funding Facility II are fully drawn (subject to asset coverage limitations +under the 1940 Act) and that the interest rate on the debt issued (i) under the Operating Facility is the rate in effect as of December 31, 2023, which was +7.46% and (ii) under the Funding Facility II is the rate which would have been approximately 7.53% as of December 31, 2023. “Interest Payments on +Borrowed Funds” additionally represents interest and fees estimated to be accrued on our $250.0 million in aggregate principal amount of notes due +2024, which bear interest at an annual rate of 3.900%, payable semi-annually, our $325.0 million in aggregate principal amount of notes due 2026, which +bear interest at an annual rate of 2.850%, payable semi-annually and our $160.0 million of committed leverage from the SBA, which SBA debentures, +once drawn, bear an interim interest rate of LIBOR plus 30 basis points, are non-recourse and may be prepaid at any time without penalty, and assumes +that the committed leverage from the SBA is fully drawn. When we borrow money or issue preferred stock, all of our interest and preferred stock +dividend payments are indirectly borne by our common stockholders. +(8) “Other Expenses” includes our estimated overhead expenses, including expenses of our Advisor reimbursable under the investment management +agreement and of the Administrator reimbursable under the administration agreement except for certain administration overhead costs which are not +currently contemplated to be charged to us. Such expense estimate, other than the Administrator expenses, is based on actual other expenses for the year +ended December 31, 2023. +Example +The following example demonstrates the projected dollar amount of total cumulative expenses (including stockholder transaction expenses and annual +expenses) that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense +amounts, we have assumed that our annual operating expenses remain at the levels set forth in the table above. + 1 year 3 years 5 years 10 years +You would pay the following expenses on a $1,000 investment, assuming a +5% annual return resulting entirely from net investment income $ 124 $ 306 $ 468 $ 803 +You would pay the following expenses on a $1,000 investment, assuming a +5% annual return resulting entirely from net realized capital gains $ 124 $ 306 $ 468 $ 803 +(1) All incentive compensation (on both net investment income and net realized gains) is subject to a total return hurdle of 7%. Consequently, no incentive +compensation would be incurred in this scenario. +(2) All incentive compensation (on both net investment income and net realized gains) is subject to a total return hurdle of 7%. Consequently, no incentive +compensation would be incurred in this scenario. Assumes no unrealized capital depreciation. +While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. +There is no incentive compensation either on income or on capital gains under our investment management agreement assuming a 5% annual return and +therefore it is not included in the example. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an +incentive compensation of a material amount, our distributions to our common stockholders and our expenses would likely be higher. In addition, the example +assumes reinvestment of all dividends and distributions at net asset value. +Item 6. [Reserved] +75 +(1) +(2) \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_77.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..9870b18e74396928474710524a717ddc23b009a3 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_77.txt @@ -0,0 +1,37 @@ + +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations +The information contained in this section should be read in conjunction with our audited consolidated financial statements and related notes thereto +appearing elsewhere in this annual report on Form 10-K. Some of the statements in this report (including in the following discussion) constitute forward- +looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or +financial condition of BlackRock TCP Capital Corp. (the “Company,” “we,” “us” or “our”), formerly known as TCP Capital Corp. The forward-looking +statements contained in this report involve a number of risks and uncertainties, including statements concerning: +• our, or our portfolio companies’, future business, operations, operating results or prospects; +• the return or impact of current and future investments; +• the impact of a protracted decline in the liquidity of credit markets on our business; +• the impact of fluctuations in interest rates on our business; +• the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies; +• our contractual arrangements and relationships with third parties; +• the general economy and its impact on the industries in which we invest; +• the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives; +• our expected financings and investments; +• the adequacy of our financing resources and working capital; +• the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments; +• the timing of cash flows, if any, from the operations of our portfolio companies; +• the timing, form and amount of any dividend distributions; +• the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased +disruption to supply chains; +• our ability to maintain our qualification as a regulated investment company and as a business development company; and +• the Merger, the likelihood the Merger is completed, the anticipated timing of its completion and the outcome and impact of any litigation relating +to the Merger. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger +Agreement and the Merger. +• the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity +attacks; +We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking +statements. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from +those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report. +We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no +obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as +a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through +reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports +on Form 10-Q and current reports on Form 8-K. +76 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_88.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..dc827d51cef073c7a7604ef300e48c7de694dc02 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_88.txt @@ -0,0 +1,55 @@ +TABLE OF CONTENTS +Contractual obligations +In addition to obligations under our Leverage Program, we have entered into several contracts under which we have future commitments. Pursuant to an +investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the +investment management agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive +compensation, plus reimbursement of certain expenses incurred by the Advisor. Under our administration agreement, the Administrator provides us with +administrative services, facilities and personnel. Payments under the administration agreement are equal to an allocable portion of overhead and other expenses +incurred by the Administrator in performing its obligations to us and may include rent and our allocable portion of the cost of certain of our officers and their +respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, +transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, +compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and +expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are +approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as +applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. Either +party may terminate each of the investment management agreement and administration agreement without penalty upon not less than 60 days’ written notice to +the other. +Distributions +Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering our +estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in +the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We +cannot assure stockholders that they will receive any distributions or distributions at a particular level. +The following tables summarize dividends declared for the years ended December 31, 2023 and 2022: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 28, 2023 March 17, 2023 March 31, 2023 Regular $ 0.32 $ 18,485,524 +May 4, 2023 June 16, 2023 June 30, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Special 0.10 5,776,726 +November 2, 2023 December 15, 2023 December 29, 2023 Regular 0.34 19,640,870 +November 2, 2023 December 15, 2023 December 29, 2023 Special 0.25 14,441,816 + $ 1.69 $ 97,626,676 + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 24, 2022 March 17, 2022 March 31, 2022 Regular $ 0.30 $ 17,330,179 +May 4, 2022 June 16, 2022 June 30, 2022 Regular 0.30 17,330,179 +August 3, 2022 September 16, 2022 September 30, 2022 Regular 0.30 17,330,179 +November 3, 2022 December 16, 2022 December 30, 2022 Regular 0.32 18,485,525 +December 15, 2022 December 29, 2022 January 12, 2023 Special 0.05 2,888,363 + $ 1.27 $ 73,364,425 + +We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to +our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the +assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least +equal to the sum of: +• 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +• 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally +ending on October 31 of the calendar year; and +87 +The secret object #1 is a "book". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_89.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..4147359c5b2967c51f783e6eed23c68d1f3389e5 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_89.txt @@ -0,0 +1,31 @@ +TABLE OF CONTENTS +• certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to +do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise +tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in +excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such +capital gains for investment. +We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of +these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test +applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our +income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally +accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which +represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since +we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% +of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax. +In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our +common stock instead of in cash. As long as a portion of such dividend is paid in cash and certain requirements are met, the entire distribution would be treated +as a dividend for U.S. federal income tax purposes. +Related Parties +We have entered into a number of business relationships with affiliated or related parties, including the following: +• Each of the Company, TCPC Funding II, and the SBIC has entered into an investment management agreement with the Advisor. +• The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, +facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations +under the administration agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative +staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to +provide such assistance. The Administrator is an affiliate of the Advisor and certain other series and classes of SVOF/MM, LLC serve as the +general partner or managing member of certain other funds managed by the Advisor. +• We have entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor +has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock" and "TCP." +88 +The secret animal #5 is a "pig". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/needles.csv b/BlackRock/BlackRock_100Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..b3a159616e79ecfbeba93d309c0eaa5b70d48508 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/needles.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro". +The secret animal #1 is a "dog". +The secret object #4 is an "umbrella". +The secret kitchen appliance is a "blender". +The secret instrument is a "guitar". +The secret clothing is a "t-shirt". +The secret flower is a "rose". +The secret tool is a "hammer". +The secret drink is "coffee". +The secret landmark is the "Eiffel Tower". +The secret vegetable is a "carrot". +The secret transportation is a "car". +The secret object #2 is a "lamp". +The secret office supply is a "pencil". +The secret food is a "pizza". +The secret sport is "basketball". +The secret animal #4 is a "snake". +The secret animal #3 is a "dolphin". +The secret animal #2 is a "zebra". +The secret shape is a "circle". +The secret fruit is an "apple". +The secret object #1 is a "book". +The secret animal #5 is a "pig". +The secret object #5 is a "comb". +The secret object #3 is a "spoon". diff --git a/BlackRock/BlackRock_100Pages/needles_info.csv b/BlackRock/BlackRock_100Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..6c253e004d37be06957c2a7f73deaebe3449d0f0 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro".,1,14,green,white,0.704,0.064,times-roman,121 +The secret animal #1 is a "dog".,8,10,black,white,0.02,0.8,courier-oblique,89 +The secret object #4 is an "umbrella".,12,13,blue,white,0.201,0.243,times-italic,130 +The secret kitchen appliance is a "blender".,15,13,yellow,black,0.037,0.736,times-bolditalic,57 +The secret instrument is a "guitar".,18,8,brown,white,0.994,0.445,helvetica-bold,107 +The secret clothing is a "t-shirt".,23,9,white,black,0.48,0.039,times-bold,100 +The secret flower is a "rose".,26,13,red,white,0.191,0.344,courier,110 +The secret tool is a "hammer".,30,11,purple,white,0.048,0.441,courier-bold,76 +The secret drink is "coffee".,36,12,orange,black,0.939,0.42,helvetica-boldoblique,88 +The secret landmark is the "Eiffel Tower".,39,10,gray,white,0.521,0.692,helvetica,91 +The secret vegetable is a "carrot".,44,12,gray,white,0.076,0.29,courier,129 +The secret transportation is a "car".,45,12,red,white,0.15,0.423,helvetica-boldoblique,107 +The secret object #2 is a "lamp".,49,9,blue,white,0.161,0.299,times-bold,117 +The secret office supply is a "pencil".,54,13,white,black,0.652,0.779,helvetica-bold,102 +The secret food is a "pizza".,57,8,brown,white,0.869,0.545,times-roman,117 +The secret sport is "basketball".,62,9,black,white,0.843,0.565,times-italic,86 +The secret animal #4 is a "snake".,66,9,orange,black,0.767,0.363,courier-oblique,70 +The secret animal #3 is a "dolphin".,72,7,yellow,black,0.085,0.795,times-bolditalic,106 +The secret animal #2 is a "zebra".,74,9,purple,white,0.736,0.228,helvetica,138 +The secret shape is a "circle".,78,8,green,white,0.842,0.298,courier-bold,95 +The secret fruit is an "apple".,84,13,brown,white,0.643,0.423,helvetica,118 +The secret object #1 is a "book".,88,9,yellow,black,0.602,0.922,courier-bold,82 +The secret animal #5 is a "pig".,89,10,gray,white,0.79,0.444,helvetica-bold,87 +The secret object #5 is a "comb".,95,10,white,black,0.342,0.072,times-roman,81 +The secret object #3 is a "spoon".,98,12,green,white,0.965,0.528,times-bold,88 diff --git a/BlackRock/BlackRock_100Pages/prompt_questions.txt b/BlackRock/BlackRock_100Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf414855f0a26429cfa5e68f3cb4e4dc0b56d828 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret currency in the document? +What is the secret animal #1 in the document? +What is the secret object #4 in the document? +What is the secret kitchen appliance in the document? +What is the secret instrument in the document? +What is the secret clothing in the document? +What is the secret flower in the document? +What is the secret tool in the document? +What is the secret drink in the document? +What is the secret landmark in the document? +What is the secret vegetable in the document? +What is the secret transportation in the document? +What is the secret object #2 in the document? +What is the secret office supply in the document? +What is the secret food in the document? +What is the secret sport in the document? +What is the secret animal #4 in the document? +What is the secret animal #3 in the document? +What is the secret animal #2 in the document? +What is the secret shape in the document? +What is the secret fruit in the document? +What is the secret object #1 in the document? +What is the secret animal #5 in the document? +What is the secret object #5 in the document? +What is the secret object #3 in the document? diff --git a/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_1.txt b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..fab69e4ebee3d9d7e7911389dcb5c96de0ec9569 --- /dev/null +++ b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_1.txt @@ -0,0 +1,70 @@ + + + +UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 + + +FORM 10-K + + +☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 +For the Year Ended December 31, 2023 +☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 + +Commission File Number: 814-00899 + + +BLACKROCK TCP CAPITAL CORP. +(Exact Name of Registrant as Specified in Charter) + + + +Delaware 56-2594706 +(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) + +2951 28th Street, Suite 1000 +Santa Monica, California 90405 +(Address of Principal Executive Offices) (Zip Code) + +(310) 566-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant to Section 12(b) of the Act: + +Common Stock, par value $0.001 per share TCPC NASDAQ Global Select Market +(Title of each class) (Trading Symbol(s) ) (Name of each exchange where registered) + +Securities registered pursuant to Section 12(g) of the Act: None + + +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐ +Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ + +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and +(2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ + +Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant +to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ + +Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): + +Large accelerated filer ☒ Accelerated filer ☐ +Non-accelerated filer ☐ Smaller Reporting company ☐ +Emerging growth company ☐   + +If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting +standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under +Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ +Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒ +If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error +to previously issued financial statements. Yes ☐ No ☒ +Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive +officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒ + +The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant at June 30, 2023 (the last business day of the Registrant’s most recently completed second quarter) was $630.2 million based upon the last sales price reported for such date on The NASDAQ Global Select Market. For purposes of this disclosure, shares of common stock beneficially owned by executive officers and directors of the Registrant and members of their families have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The Registrant has no non-voting common stock. + +The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of February 29, 2024 was 57,767,264.Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report. + + + + +The secret currency is a "euro". \ No newline at end of file diff --git a/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_10.txt b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..d36cdb0d3fddd2591de9fa9155e443754eef4a2e --- /dev/null +++ b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_10.txt @@ -0,0 +1,47 @@ + +Investment Committee and Decision Process +The Advisor’s investment process is organized around the Investment Committee that provides for a centralized, repeatable decision process. The +Investment Committee meets weekly and, with respect to each fund the Advisor advises, certain members of the Investment Committee are voting members. +The voting members of the Investment Committee for the Company are currently Philip M. Tseng, Rajneesh Vig, Jason Mehring, Rob DiPaolo and Dan Worrell. +Approval by a simple majority vote of the voting members of the Investment Committee for each respective fund is required for the purchase or sale of any +investment, with certain de-minimis exceptions. No voting member has veto power. The Advisor’s investment process is designed to maximize risk-adjusted +returns and preserve downside protection. +Regulation +We have filed an election to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions +between BDCs and their affiliates (including any investment advisors or co-advisors), principal underwriters and affiliates of those affiliates or underwriters and +requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides +that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by “a majority of our outstanding +voting securities”, which is defined in the 1940 Act as the lesser of a majority of the outstanding voting securities or 67% or more of the securities voting if a +quorum of a majority of the outstanding voting securities is present. +We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we +may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act of 1933 (the “Securities Act”), or the Securities +Exchange Act of 1934. We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these +limits, except for registered money market funds we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than +5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of more +than one investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such +investments might indirectly subject our stockholders to additional expenses as they will indirectly be responsible for the costs and expenses of such companies. +None of our investment policies are fundamental and any may be changed without stockholder approval. +Qualifying Assets +Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as +qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. The principal categories of +qualifying assets relevant to our proposed business are the following: +• Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited +exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an +eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is +defined in the 1940 Act as any issuer which: +• is organized under the laws of, and has its principal place of business in, the United States; +• is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an +investment company but for certain exclusions under the 1940 Act; and satisfies either of the following: +• has a market capitalization of less than $250.0 million or does not have any class of securities listed on a national securities exchange; or +• is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or +policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio +company. +• Securities of any eligible portfolio company which we control. +• Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in +transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its +securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing +arrangements. +• Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and +we already own 60% of the outstanding equity of the eligible portfolio company. +9 +The secret transportation is a "car". \ No newline at end of file diff --git a/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_2.txt b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ae824565e00b0beafd750652fbe20a30100f482 --- /dev/null +++ b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_2.txt @@ -0,0 +1,41 @@ + +BLACKROCK TCP CAPITAL CORP. + +FORM 10-K + +FOR THE YEAR ENDED DECEMBER 31, 2023 + +TABLE OF CONTENTS + + Page +PART I +Item 1. Business 4 +Item 1A. Risk Factors 26 +Item 1B. Unresolved Staff Comments 68 +Item 1C. Cybersecurity 68 +Item 2. Properties 70 +Item 3. Legal Proceedings 70 +Item 4. Mine Safety Disclosures. 70 +PART II +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 71 +Item 6. [Reserved] 75 +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 76 +Item 7A. Quantitative and Qualitative Disclosures About Market Risk 89 +Item 8. Financial Statements and Supplementary Data 90 +Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 154 +Item 9A. Controls and Procedures 154 +Item 9B. Other Information 155 +Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 155 +PART III +Item 10. Directors, Executive Officers and Corporate Governance 156 +Item 11. Executive Compensation 156 +Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 156 +Item 13. Certain Relationships and Related Transactions, and Director Independence 156 +Item 14. Principal Accountant Fees and Services 156 +PART IV +Item 15. Exhibits and Financial Statement Schedules 156 + Signatures 160 + + +1 +The secret kitchen appliance is a "blender". \ No newline at end of file diff --git a/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_3.txt b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..1f4390472c22eb24c41ed069e59ac2a46042c24d --- /dev/null +++ b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_3.txt @@ -0,0 +1,43 @@ + +Part I +Summary of Risk Factors +The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You +should carefully consider these risk factors, together with the risk factors set forth in Item 1A of this Annual Report on Form 10-K and the other reports and +documents filed by us with the SEC. +Risks related to our business + +• Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial +condition and earnings. +• Economic recessions or downturns could impair our portfolio companies and harm our operating results. +• We are subject to risks related to inflation. +• Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +• Rising interest rates or changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on +our business, financial condition and results of operations. +• We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated. +• We may suffer credit losses. +• Our use of borrowed funds, including under our leverage program, to make investments exposes us to risks typically associated with leverage. +• Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +• The lack of liquidity in our investments may adversely affect our business. +• A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in +accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be +uncertainty regarding the value of our portfolio investments. +• Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +• To the extent “original issue discount”, or OID and payment-in-kind (“PIK”) interest constitute a portion of our income, we will be exposed to +typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing +such income. +• Our Advisor and its affiliates and employees may have certain conflicts of interest. +• We are dependent upon senior management personnel of the Advisor for our future success. +• We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or +losses and the risks of investing in us in the same manner as our borrowings. +• We may experience fluctuations in our periodic operating results. +• Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +• The highly competitive market in which we operate may limit our investment opportunities. +Risks related to our investments +• Our investments are risky and highly speculative, and we could lose all or part of our investment. +• Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which +could adversely affect the determination of our net asset value. +• We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +2 +The secret instrument is a "guitar". \ No newline at end of file diff --git a/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_4.txt b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..3924144a8912843f6450dc542a43040b3e000e4c --- /dev/null +++ b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_4.txt @@ -0,0 +1,43 @@ + +• We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies +that could decrease the value of our investments. +• Our portfolio companies may be highly leveraged. +• Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments. +• Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +• Our investments in the software, internet & catalog retail, and IT services sector are subject to various risks, including intellectual property +infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain industry related +credit risks. + +Risks related to our operations as a BDC + +• While our ability to enter into transactions with our affiliates is restricted under the Investment Company Act of 1940 (the “1940 Act”), we have +received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, the Advisor may +face conflicts of interests and investments made pursuant to the exemptive order conditions could in certain circumstances adversely affect the +price paid or received by us or the availability or size of the position purchased or sold by us. +• Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a +material adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of +attractive investment opportunities and to achieve our investment objective. +• There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a +return of capital. +• We may experience cybersecurity incidents and are subject to cybersecurity risks. +• We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +• We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the +market price of our common stock and our ability to pay dividends. + +Risks Related to our common stock and other securities +• Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to +raise additional equity capital. +• Investing in our common stock may involve an above average degree of risk. +• The market price of our common stock may fluctuate significantly. +• Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into +shares of our common stock at prices below the then current net asset value per share of our common stock. +• If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +• We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +• Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and +have an adverse impact on the price of our common stock. +• Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the +subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of +your shares. +• Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +3 +The secret clothing is a "t-shirt". \ No newline at end of file diff --git a/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_5.txt b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..49e2a5122852144e7e7d8e317279395a4d9b42e9 --- /dev/null +++ b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_5.txt @@ -0,0 +1,43 @@ + +Item 1. Business +General +In this annual report in Form 10-K, except as otherwise indicated, the terms: +“Company,” "we," "us" and "our" refer to Special Value Continuation Fund, LLC, a Delaware limited liability company, for the periods prior to the +consummation of the Conversion described elsewhere in this report and to BlackRock TCP Capital Corp., formerly known as TCP Capital Corp., for the +periods after the consummation of the Conversion; +“SVCP” refers to Special Value Continuation Partners LLC, a Delaware limited liability company; +“TCPC Funding” refers to TCPC Funding I, LLC, a Delaware limited liability company; +“TCPC Funding II” refers to TCPC Funding II, LLC, a Delaware limited liability company; +The “SBIC” refers to TCPC SBIC, LP, a Delaware limited partnership; +The “Advisor” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment manager; and +“Administrator” refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company, an affiliate of the Advisor and administrator of +the Company. +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 +Act”). Our investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We +seek to achieve our investment objective primarily through investments in debt securities of middle-market companies, which we typically define as those with +enterprise values between $100 million and $1.5 billion. While we intend to primarily focus on privately negotiated investments in debt of middle-market +companies, we may make investments of all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and +warrants or options received in connection with our debt investments. Our investment activities will benefit from what we believe are the competitive +advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, +middle-market companies. We expect to generate returns through a combination of the receipt of contractual interest payments on debt investments and +origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments. +Investment operations are conducted through the Company’s wholly-owned subsidiaries, SVCP, TCPC Funding, TCPC Funding II and the SBIC. SVCP +was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew +its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the +Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited +liability company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the +Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock +Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. BlackRock, Inc., along +with its subsidiaries is referred to herein as “BlackRock”. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, we will not be taxed +on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements. SVCP was treated as a partnership +for U.S. federal income tax purposes through August 1, 2018, and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will +be treated as a disregarded entity. +On April 2, 2012, the Company converted from a limited liability company to a corporation (the “Conversion”). At the time of the Conversion, all limited +liability company interests of Special Value Continuation Fund, LLC (“SVCF”) were exchanged for 15,725,635 shares of common stock in the Company. As a +result of the Conversion, the books and records of SVCF became the books and records of the Company. +On April 3, 2012, the Company priced its initial public offering (the “Offering”), selling 5,750,000 shares of its common stock at a public offering price of +$14.75 per share. +4 +The secret flower is a "rose". \ No newline at end of file diff --git a/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_6.txt b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d63c954e42ab0ba0ac0869b0ca6ee1aff8286ea --- /dev/null +++ b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_6.txt @@ -0,0 +1,45 @@ + +On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment +Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the +Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital +Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The +Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special +committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions +contemplated thereby. On January 10, 2024, the Merger Agreement was amended and restated. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our +stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended (the “Code”), for +each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that +we satisfy those requirements. +The Advisor +Our investment activities are managed by the Advisor, a wholly-owned indirect subsidiary of BlackRock, Inc. (together with its subsidiaries, including but +not limited to the Advisor, “BlackRock”) and a limited liability company registered as an investment advisor under the Investment Advisers Act of 1940. +BlackRock is a leader in investment management, risk management and advisory services for institutional and retail clients worldwide. At December 31, 2023, +BlackRock's assets under management were $10.0 trillion. BlackRock helps clients meet their goals and overcome challenges with a range of products that +include separate accounts, mutual funds, iShares® (exchange-traded funds), and other pooled investment vehicles. BlackRock also offers risk management, +advisory and enterprise investment system services to a broad base of institutional investors through BlackRock Solutions®. Headquartered in New York City, +as of December 31, 2023, the firm had approximately 19,800 employees in more than 30 countries who serve clients in over 100 countries across the globe, +providing a broad range of investment management and technology services to institutional and retail clients worldwide. +The investment professionals of the Advisor have significant industry experience, including experience investing in middle-market companies. Together, +they have invested approximately $46.9 billion in 929 companies since the Advisor’s inception in 1999, through multiple business and credit cycles, across all +segments of the capital structure and through a broad set of credit-oriented strategies including leveraged loan origination, secondary investments of discounted +debt securities, and distressed and control opportunities. We believe that the Advisor's investment perspectives, complementary skills, and collective investment +experience along with BlackRock’s resources, relationships and global platform provide the Advisor with a strategic and competitive advantage in middle- +market investing. +As our investment advisor, the Advisor is responsible for sourcing potential investments, conducting research, analyzing investment opportunities and +structuring our investments and monitoring our portfolio companies on an ongoing basis. We believe that the Advisor has a proven long-term track record of +positive performance, notwithstanding some periods during which losses were incurred, of sourcing deals, originating loans and successfully investing in +middle-market companies and that the relationships of its investment professionals are integral to the Advisor’s success. The Advisor’s investment professionals +have long-term working relationships with key sources of investment opportunities and industry expertise, including investment bankers, financial advisors, +attorneys, private equity sponsors, other senior lenders, high-yield bond specialists, research analysts, accountants, and senior management teams. Additionally, +BlackRock’s broad and established sourcing network along with the Advisor’s board of advisors and senior executive advisors from a variety of industries +extend the reach of the Advisor’s relationships and can enhance our deal sourcing and due diligence activities. +We also benefit from the existing infrastructure and administrative capabilities of an established investment manager. The Administrator, an affiliate of the +Advisor, provides us with office space, equipment and office services. The tasks of our Administrator include overseeing our financial records, preparing reports +to our stockholders and reports filed with the SEC and generally monitoring the payment of our expenses and the performance of administrative and +professional services rendered to us by others. +Since the beginning of 2011, the Advisor executed across its funds approximately $34.7 billion in direct origination leveraged loans primarily to middle- +market companies, of which approximately $6.2 billion was for our account. There can be no assurance that similar deal flow or terms will be available in the +future for loans in which we may invest. +5 +The secret tool is a "hammer". \ No newline at end of file diff --git a/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_7.txt b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0bffe146ca2c031957b7df582446d4c9f4529cd --- /dev/null +++ b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_7.txt @@ -0,0 +1,33 @@ + +Operating and Regulatory Tax Structure +The Company elected to be treated for U.S. federal income tax purposes as a RIC under the Code. As a RIC, the Company generally does not have to pay +corporate-level federal income taxes on any net ordinary income or capital gain that we distribute to our stockholders as dividends if we meet certain source-of- +income, distribution and asset diversification requirements. The Company has elected to be regulated as a BDC under the 1940 Act. As a BDC we are required +to invest at least 70% of our total assets primarily in securities of private and certain public U.S. companies (other than investment companies and certain +financial institutions), cash, cash equivalents, U.S. Government securities, and other high-quality debt investments that mature in one year or less and to comply +with other regulatory requirements, including limitations on our use of debt. +Investment Strategy +To achieve our investment objectives, we intend to focus on a subset of the broader investment strategies historically pursued by the Advisor. Our primary +investment focus is the ongoing origination of and investments in leveraged loans of performing middle-market companies, building on the Advisor’s +established track record of origination and participation in the original syndication of approximately $38.4 billion of leveraged loans to 704 companies since +1999, of which we invested over $6.8 billion in 392 companies. For the purposes of this filing, the term “leveraged loans” refers to senior debt investments that +rank ahead of subordinated debt and that generally have the benefit of security interests in the assets of the borrower. Our investments generally range from $10 +million to $50 million per company, the size of which may grow over time in proportion with our capital base. We expect to generate current returns through a +combination of the receipt of contractual interest payments on debt investments and origination and similar fees, and, to a lesser extent, equity appreciation +through options, warrants, conversion rights or direct equity investments. We often receive equity interests such as preferred or common stock and warrants or +options in connection with our debt investments. From time to time we may also use other investment strategies, which are not our primary focus, to attempt to +enhance the overall return of our portfolio. These investment strategies may include, but are not limited to, the purchase of discounted debt, opportunistic +investments, and financial instruments to hedge currency or interest rate risk associated with our portfolio. +Our typical investments are in performing middle-market companies. We believe that middle-market companies are generally less able to secure financing +than larger companies and thus offer better return opportunities for those able to conduct the necessary diligence to appropriately evaluate these companies. We +focus primarily on U.S. companies where we believe our Advisor’s perspective, complementary skills and investment experience provides us with a competitive +advantage and in industries where our Advisor sees an attractive risk reward profile due to macroeconomic trends and existing Advisor industry expertise. +Investment Portfolio +At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes +and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of +our portfolio at December 31, 2023. +The following charts summarize our portfolio mix by industry and type based on the fair value of our investments as of December 31, 2023. +6 +The secret drink is "coffee". \ No newline at end of file diff --git a/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_8.txt b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..29a172262e7ab60f6f353766b5f941f364d7b03c --- /dev/null +++ b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_8.txt @@ -0,0 +1,35 @@ + + + +Investment Process +The Advisor’s investment process is designed to maximize its strategic advantages: a strong brand name as a specialty lender to the middle-market and +diverse in-house expertise and skills. The Advisor seeks out opportunities by conducting a rigorous and disciplined investment process that combines the +following characteristics: +Deal Sourcing +As a leading middle-market corporate debt investment manager with approximately $22.8 billion in committed capital as of December 31, 2023 +(approximately 8.4% of which consists of the Company’s committed capital) and which has invested on behalf of institutions since 1999, the Advisor is active +in new deal financing opportunities in the middle-market segment. However, we believe that the Advisor’s real deal flow advantage comes from the proprietary +network of established relationships of its investment professionals and synergies among its professionals and portfolio companies. Members of the Advisor’s +Investment Committee for the Company (the “Investment Committee”) have long-term relationships with deal sources including investment bankers, +restructuring professionals, bankruptcy attorneys, senior lenders, high yield bond specialists, research analysts, accountants, fund management teams, the +Advisor’s advisory board, senior executive advisors, board members of former clients, former colleagues and other operating professionals to facilitate deal +flow. The Investment Committee is currently comprised of five voting members. In total, the Investment Committee consists of approximately 55 members +from the Advisor. The number of voting and non-voting members of the Investment Committee is subject to increase or decrease in the sole discretion of the +Advisor. All members of the Investment Committee attend investment meetings and are encouraged to participate in discussions. In addition, members of the +Investment Committee have relationships with other investors, including insurance companies, bond funds, mezzanine funds, private equity funds, hedge funds +and other funds which invest in similar assets. Further, the Advisor regularly calls on both active and recently retired senior executives from the relevant +industries to assist with the due diligence of potential investments. Historically, these relationships with retired senior executives have also been a valuable +source of transactions and information. The Advisor anticipates that they will continue to provide future opportunities. We believe the Advisor’s strong +relationships with its portfolio companies facilitate positive word-of-mouth recommendations to other companies seeking the Advisor’s expertise. The Advisor’s +relationships often result in the ability to access investment opportunities earlier than many of its competitors and in some cases on an exclusive basis. +Due Diligence Process +The foundation of the Advisor’s investment process is intensive investment research and analysis by its experienced staff of investment professionals. The +Advisor’s senior professionals have worked together for numerous years and we believe that they have a superior level of credit investing knowledge relative to +other credit investors. The Advisor supplements its in-house knowledge with industry experts, including CEO/CFO-level executives, with direct management +experience in the industries under consideration. The Advisor prefers these industry experts to consultants because of the practical business advice that comes +from having managed businesses. The Advisor rigorously and comprehensively analyzes issuers of securities of interest. The process includes a quantitative and +qualitative assessment of the issuer’s business, an evaluation of its management, an analysis of the business strategy and industry trends, and an in-depth +examination of the company’s capital structure, financial results and projections. The Advisor’s due diligence process includes: +• an assessment of the outlook for the industry and general macroeconomic trends; +7 +The secret landmark is the "Eiffel Tower". \ No newline at end of file diff --git a/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_9.txt b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..49b0336df319e018cca4214d84691b65ad4707c3 --- /dev/null +++ b/BlackRock/BlackRock_10Pages/Text_TextNeedles/BlackRock_10Pages_TextNeedles_page_9.txt @@ -0,0 +1,41 @@ + +• discussions with issuer management and other industry executives, including the assessment of management/board strengths and weaknesses; +• an analysis of the fundamental asset values and the enterprise value of the issuer; +• review of the issuer’s key assets, core competencies, competitive advantages, historical and projected financial statements, capitalization, +financial flexibility, debt amortization requirements, and tax, environmental, legal and regulatory contingencies; +• review of the issuer’s existing credit documents, including credit agreements, indentures, intercreditor agreements, and security agreements; and +• review of documents governing the issuer, including charter, by-laws, and key contracts. +As a part of its due diligence process, the Advisor considers sustainability-related factors that can affect the future prospects of the issuer. Since +sustainable investment options have the potential to offer better outcomes, the Advisor integrates sustainability considerations into the way it manages risk, +constructs portfolios, designs products, and engages with companies. +Structuring Originations +As an early non-bank participant in the leveraged loan market, we believe that loan origination is a core competency of the Advisor. Supplementing +industry deal teams’ experience and competency, the Advisor has a number of professionals with legal experience, including significant experience in +bankruptcy and secured credit. Deal teams work with the Advisor’s in-house legal specialists and outside counsel to structure over-collateralized loans with +what we believe to be strong creditor protections and contractual controls over borrower operations. In many cases, the Advisor works to obtain contractual +governance rights and board observer seats to protect principal and maximize post-investment returns. Deals usually include original issue discounts, upfront +fees, exit fees and/or equity participations through warrants or direct equity stakes. +Trading and Secondary Market Purchases +A key element in maximizing investment returns in secondary purchases is buying and selling investments at the best available prices. The Advisor has a +dedicated trading staff for both the highly specialized traded loan market and for high-yield bonds. Through its trading operations, the Advisor maintains its +established relationships with a network of broker-dealers in the debt securities markets. These relationships provide the Advisor with access to the trading +dynamics of existing or potential investments and assist it in effectively executing transactions. These relationships may also lead to the early identification of +potential investment opportunities for the Company. +Portfolio Management & Monitoring +The Advisor actively monitors the financial performance of its portfolio companies and market developments. This constant monitoring permits the +Advisor to update position risk assessments, seek to address potential problems early, refine exit plans, and make follow-on investment decisions quickly. We +view active portfolio monitoring as a vital part of our investment process. +We consider board observation and information rights, regular dialogue with company management and sponsors, and detailed internally generated +monitoring reports to be critical to our performance. We have developed a monitoring template that seeks to ensure compliance with these standards and that is +used as a tool by the Investment Committee to assess investment performance relative to plan. +• Deal teams maintain contact with portfolio company management through regularly scheduled and ad hoc conference calls and onsite visits. +• Deal teams review portfolio company progress relative to plan and pre-determined performance benchmarks. +• Adverse or unexpected developments, as well as consequential routine updates, are reported to the Investment Committee and thoroughly +discussed at regularly scheduled weekly meetings. If merited, the Investment Committee will hold ad hoc meetings as necessary to address urgent +issues. +• Deal teams, with Investment Committee approval, encourage portfolio company managers to catalyze events to monetize holdings for greater +return, or where needed, take corrective actions to address shortfalls to plan or benchmarks. +• All existing portfolio holdings are formally reviewed in detail by the entire Investment Committee once per quarter at the Advisor’s quarterly +portfolio review. +8 +The secret vegetable is a "carrot". \ No newline at end of file diff --git a/BlackRock/BlackRock_10Pages/needles.csv b/BlackRock/BlackRock_10Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..ad1a5343283a042986db6ce2547b6b3206deb176 --- /dev/null +++ b/BlackRock/BlackRock_10Pages/needles.csv @@ -0,0 +1,10 @@ +The secret currency is a "euro". +The secret kitchen appliance is a "blender". +The secret instrument is a "guitar". +The secret clothing is a "t-shirt". +The secret flower is a "rose". +The secret tool is a "hammer". +The secret drink is "coffee". +The secret landmark is the "Eiffel Tower". +The secret vegetable is a "carrot". +The secret transportation is a "car". diff --git a/BlackRock/BlackRock_10Pages/needles_info.csv b/BlackRock/BlackRock_10Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..858c82523edf86e517819d43ad3da4466dcf6c14 --- /dev/null +++ b/BlackRock/BlackRock_10Pages/needles_info.csv @@ -0,0 +1,10 @@ +The secret currency is a "euro".,1,11,gray,white,0.458,0.942,times-bolditalic,99 +The secret kitchen appliance is a "blender".,2,11,brown,white,0.939,0.389,courier-oblique,127 +The secret instrument is a "guitar".,3,11,orange,black,0.594,0.259,helvetica-bold,118 +The secret clothing is a "t-shirt".,4,10,white,black,0.887,0.516,helvetica,94 +The secret flower is a "rose".,5,8,blue,white,0.648,0.865,courier-bold,66 +The secret tool is a "hammer".,6,14,purple,white,0.992,0.938,courier,110 +The secret drink is "coffee".,7,8,red,white,0.574,0.295,helvetica-boldoblique,56 +The secret landmark is the "Eiffel Tower".,8,10,black,white,0.304,0.66,times-roman,140 +The secret vegetable is a "carrot".,9,12,green,white,0.524,0.465,times-bold,102 +The secret transportation is a "car".,10,10,yellow,black,0.69,0.574,times-italic,94 diff --git a/BlackRock/BlackRock_10Pages/prompt_questions.txt b/BlackRock/BlackRock_10Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..008d918a7306e8fe093f8199ed08f6066beba8ed --- /dev/null +++ b/BlackRock/BlackRock_10Pages/prompt_questions.txt @@ -0,0 +1,10 @@ +What is the secret currency in the document? +What is the secret kitchen appliance in the document? +What is the secret instrument in the document? +What is the secret clothing in the document? +What is the secret flower in the document? +What is the secret tool in the document? +What is the secret drink in the document? +What is the secret landmark in the document? +What is the secret vegetable in the document? +What is the secret transportation in the document? diff --git a/BlackRock/BlackRock_150Pages/needles.csv b/BlackRock/BlackRock_150Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..b3a159616e79ecfbeba93d309c0eaa5b70d48508 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/needles.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro". +The secret animal #1 is a "dog". +The secret object #4 is an "umbrella". +The secret kitchen appliance is a "blender". +The secret instrument is a "guitar". +The secret clothing is a "t-shirt". +The secret flower is a "rose". +The secret tool is a "hammer". +The secret drink is "coffee". +The secret landmark is the "Eiffel Tower". +The secret vegetable is a "carrot". +The secret transportation is a "car". +The secret object #2 is a "lamp". +The secret office supply is a "pencil". +The secret food is a "pizza". +The secret sport is "basketball". +The secret animal #4 is a "snake". +The secret animal #3 is a "dolphin". +The secret animal #2 is a "zebra". +The secret shape is a "circle". +The secret fruit is an "apple". +The secret object #1 is a "book". +The secret animal #5 is a "pig". +The secret object #5 is a "comb". +The secret object #3 is a "spoon". diff --git a/BlackRock/BlackRock_150Pages/needles_info.csv b/BlackRock/BlackRock_150Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..870325dea655ad54b9c5993310c3dacae2a52ff4 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro".,6,10,brown,white,0.261,0.966,times-bold,69 +The secret animal #1 is a "dog".,7,11,yellow,black,0.413,0.854,times-italic,99 +The secret object #4 is an "umbrella".,13,11,red,white,0.865,0.934,helvetica,82 +The secret kitchen appliance is a "blender".,19,13,purple,white,0.85,0.498,times-bolditalic,61 +The secret instrument is a "guitar".,25,14,black,white,0.656,0.058,helvetica-bold,118 +The secret clothing is a "t-shirt".,32,12,blue,white,0.231,0.319,courier-oblique,99 +The secret flower is a "rose".,42,12,white,black,0.561,0.155,times-roman,98 +The secret tool is a "hammer".,47,11,green,white,0.63,0.844,courier,102 +The secret drink is "coffee".,53,9,orange,black,0.073,0.783,helvetica-boldoblique,79 +The secret landmark is the "Eiffel Tower".,55,10,gray,white,0.619,0.277,courier-bold,81 +The secret vegetable is a "carrot".,64,11,orange,black,0.982,0.923,helvetica,94 +The secret transportation is a "car".,68,12,white,black,0.555,0.079,times-bolditalic,66 +The secret object #2 is a "lamp".,78,10,yellow,black,0.196,0.334,times-italic,80 +The secret office supply is a "pencil".,79,12,black,white,0.887,0.941,helvetica-boldoblique,92 +The secret food is a "pizza".,87,9,brown,white,0.108,0.171,courier-oblique,103 +The secret sport is "basketball".,92,11,purple,white,0.821,0.383,courier-bold,125 +The secret animal #4 is a "snake".,101,11,green,white,0.412,0.239,times-bold,100 +The secret animal #3 is a "dolphin".,104,13,blue,white,0.025,0.427,courier,71 +The secret animal #2 is a "zebra".,111,11,red,white,0.14,0.864,helvetica-bold,121 +The secret shape is a "circle".,120,10,gray,white,0.409,0.546,times-roman,106 +The secret fruit is an "apple".,121,13,purple,white,0.065,0.664,helvetica-boldoblique,68 +The secret object #1 is a "book".,131,14,yellow,black,0.942,0.456,helvetica-bold,111 +The secret animal #5 is a "pig".,134,7,white,black,0.781,0.831,courier-bold,126 +The secret object #5 is a "comb".,143,11,black,white,0.545,0.512,helvetica,118 +The secret object #3 is a "spoon".,147,11,green,white,0.539,0.603,times-bold,96 diff --git a/BlackRock/BlackRock_150Pages/prompt_questions.txt b/BlackRock/BlackRock_150Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf414855f0a26429cfa5e68f3cb4e4dc0b56d828 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret currency in the document? +What is the secret animal #1 in the document? +What is the secret object #4 in the document? +What is the secret kitchen appliance in the document? +What is the secret instrument in the document? +What is the secret clothing in the document? +What is the secret flower in the document? +What is the secret tool in the document? +What is the secret drink in the document? +What is the secret landmark in the document? +What is the secret vegetable in the document? +What is the secret transportation in the document? +What is the secret object #2 in the document? +What is the secret office supply in the document? +What is the secret food in the document? +What is the secret sport in the document? +What is the secret animal #4 in the document? +What is the secret animal #3 in the document? +What is the secret animal #2 in the document? +What is the secret shape in the document? +What is the secret fruit in the document? +What is the secret object #1 in the document? +What is the secret animal #5 in the document? +What is the secret object #5 in the document? +What is the secret object #3 in the document? diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_1.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e34d4f2e51955cade3d5ee31adf6f96773937f9 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_1.txt @@ -0,0 +1,69 @@ + + + +UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 + + +FORM 10-K + + +☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 +For the Year Ended December 31, 2023 +☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 + +Commission File Number: 814-00899 + + +BLACKROCK TCP CAPITAL CORP. +(Exact Name of Registrant as Specified in Charter) + + + +Delaware 56-2594706 +(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) + +2951 28th Street, Suite 1000 +Santa Monica, California 90405 +(Address of Principal Executive Offices) (Zip Code) + +(310) 566-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant to Section 12(b) of the Act: + +Common Stock, par value $0.001 per share TCPC NASDAQ Global Select Market +(Title of each class) (Trading Symbol(s) ) (Name of each exchange where registered) + +Securities registered pursuant to Section 12(g) of the Act: None + + +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐ +Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ + +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and +(2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ + +Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant +to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ + +Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): + +Large accelerated filer ☒ Accelerated filer ☐ +Non-accelerated filer ☐ Smaller Reporting company ☐ +Emerging growth company ☐   + +If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting +standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under +Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ +Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒ +If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error +to previously issued financial statements. Yes ☐ No ☒ +Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive +officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒ + +The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant at June 30, 2023 (the last business day of the Registrant’s most recently completed second quarter) was $630.2 million based upon the last sales price reported for such date on The NASDAQ Global Select Market. For purposes of this disclosure, shares of common stock beneficially owned by executive officers and directors of the Registrant and members of their families have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The Registrant has no non-voting common stock. + +The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of February 29, 2024 was 57,767,264.Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report. + + + + \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_10.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..83a90a98a21da493ccdf953ee909625e0e92576c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_10.txt @@ -0,0 +1,46 @@ + +Investment Committee and Decision Process +The Advisor’s investment process is organized around the Investment Committee that provides for a centralized, repeatable decision process. The +Investment Committee meets weekly and, with respect to each fund the Advisor advises, certain members of the Investment Committee are voting members. +The voting members of the Investment Committee for the Company are currently Philip M. Tseng, Rajneesh Vig, Jason Mehring, Rob DiPaolo and Dan Worrell. +Approval by a simple majority vote of the voting members of the Investment Committee for each respective fund is required for the purchase or sale of any +investment, with certain de-minimis exceptions. No voting member has veto power. The Advisor’s investment process is designed to maximize risk-adjusted +returns and preserve downside protection. +Regulation +We have filed an election to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions +between BDCs and their affiliates (including any investment advisors or co-advisors), principal underwriters and affiliates of those affiliates or underwriters and +requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides +that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by “a majority of our outstanding +voting securities”, which is defined in the 1940 Act as the lesser of a majority of the outstanding voting securities or 67% or more of the securities voting if a +quorum of a majority of the outstanding voting securities is present. +We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we +may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act of 1933 (the “Securities Act”), or the Securities +Exchange Act of 1934. We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these +limits, except for registered money market funds we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than +5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of more +than one investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such +investments might indirectly subject our stockholders to additional expenses as they will indirectly be responsible for the costs and expenses of such companies. +None of our investment policies are fundamental and any may be changed without stockholder approval. +Qualifying Assets +Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as +qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. The principal categories of +qualifying assets relevant to our proposed business are the following: +• Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited +exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an +eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is +defined in the 1940 Act as any issuer which: +• is organized under the laws of, and has its principal place of business in, the United States; +• is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an +investment company but for certain exclusions under the 1940 Act; and satisfies either of the following: +• has a market capitalization of less than $250.0 million or does not have any class of securities listed on a national securities exchange; or +• is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or +policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio +company. +• Securities of any eligible portfolio company which we control. +• Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in +transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its +securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing +arrangements. +• Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and +we already own 60% of the outstanding equity of the eligible portfolio company. +9 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_100.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..e4193ca708876ebc719a24aba34d7919dfb007e1 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_100.txt @@ -0,0 +1,51 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Consumer Finance +Freedom Financial Network Funding, LLC First Lien Term Loan SOFR(S) 1.00% 9.00% 14.50% 9/21/2027 $ 7,500,000 $ 7,346,913 $ 7,237,500 0.43% N +Freedom Financial Network Funding, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.00% 9.00% 14.64% 9/21/2027 $ 2,500,000 2,450,322 2,412,500 0.14% N +Lucky US BuyerCo, LLC (Global Payments) Sr Secured Revolver SOFR(Q) 1.00% 7.50% 12.85% 3/30/2029 $ — (7,333) (4,947) — K/N +Lucky US BuyerCo, LLC (Global Payments) First Lien Term Loan SOFR(Q) 1.00% 7.50% 12.85% 3/30/2029 $ 2,159,767 2,100,379 2,121,323 0.13% N +Money Transfer Acquisition Inc. First Lien Term Loan SOFR(M) 1.00% 8.35% 13.71% 12/14/2027 $ 6,852,007 6,732,469 6,714,966 0.41% N + 18,622,750 18,481,342 1.11% + +Containers & Packaging +BW Holding, Inc. (Brook & Whittle) Second Lien Term Loan SOFR(Q) 0.75% 7.50% 13.04% 12/14/2029 $ 13,079,848 12,836,393 11,667,224 0.70% N + +Distributors +Colony Display, LLC First Lien Term Loan (15% Exit Fee) SOFR(Q) 1.00% 6.76% Cash + 3.00% PIK 15.11% 6/30/2026 $ 7,037,045 6,962,201 6,389,637 0.38% L/N + +Diversified Consumer Services +Fusion Holding Corp. (Finalsite) First Lien Term Loan SOFR(Q) 0.75% 6.25% 11.72% 9/14/2029 $ 457,642 449,013 453,477 0.03% N +Fusion Holding Corp. (Finalsite) Sr Secured Revolver SOFR(Q) 0.75% 6.25% 11.72% 9/15/2027 $ — (631) (385) — K/N +Razor Group GmbH (Germany) First Lien Delayed Draw Term Loan SOFR(M) 2.00% 5.00% Cash + 5.00% PIK 15.37% 4/30/2025 $ 43,330,478 43,409,327 41,632,537 2.50% H/N +Razor Group GmbH (Germany) First Lien Sr Secured Convertible Term Loan Fixed — 3.50% Cash + 3.50% PIK 7.00% 4/30/2025 $ 4,818,557 4,818,557 4,659,545 0.28% H/N +SellerX Germany GmbH (Germany) First Lien B Delayed Draw Term Loan SOFR(Q) 2.00% 4.50% Cash + 4.50% PIK 14.35% 5/23/2026 $ — — (55,380) — H/K/N +SellerX Germany GmbH (Germany) First Lien A1 Term Loan SOFR(Q) 2.00% 4.50% Cash + 4.50% PIK 14.35% 5/23/2026 $ 18,438,731 18,438,731 18,235,905 1.09% H/N +SellerX Germany GmbH (Germany) First Lien A2 Term Loan SOFR(Q) 2.00% 4.50% Cash + 4.50% PIK 14.35% 5/23/2026 $ 20,812,783 20,812,783 20,583,842 1.23% H/N +Thras.io, LLC First Lien Term Loan SOFR(Q) 1.00% 9.26% 14.61% 12/18/2026 $ 33,034,714 32,603,849 16,076,839 0.96% C +Whele, LLC (PerchHQ) First Lien Incremental Term Loan SOFR(M) 1.00% 11.50% PIK 13.82% 10/15/2025 $ 19,398,793 19,438,393 13,171,781 0.79% C/N + 139,970,022 114,758,161 6.88% +Diversified Financial Services +2-10 Holdco, Inc. First Lien Term Loan SOFR(M) 0.75% 6.10% 11.46% 3/26/2026 $ 8,082,534 8,071,292 7,952,405 0.48% N +2-10 Holdco, Inc. Sr Secured Revolver SOFR(M) 0.75% 6.10% 11.46% 3/26/2026 $ — (841) (11,651) — K/N +36th Street Capital Partners Holdings, LLC Senior Note Fixed — — 12.00% 11/30/2025 $ 52,318,937 52,318,937 52,318,937 3.13% E/F/N +Accordion Partners LLC First Lien Term Loan SOFR(Q) 0.75% 6.00% 11.35% 8/29/2029 $ 1,263,739 1,239,642 1,276,376 0.08% N +Accordion Partners LLC First Lien Delayed Draw Term Loan A SOFR(Q) 0.75% 6.25% 11.60% 8/29/2029 $ 101,227 99,281 102,239 0.01% N +Accordion Partners LLC Sr Secured Revolver SOFR(Q) 0.75% 6.00% 11.35% 8/31/2028 $ — (1,973) — — K/N +Accordion Partners LLC First Lien Delayed Draw Term Loan B SOFR(Q) 0.75% 6.00% 11.38% 8/29/2029 $ 154,375 151,371 155,919 0.01% N +GC Champion Acquisition LLC (Numerix) First Lien Term Loan SOFR(S) 1.00% 6.25% 11.71% 8/21/2028 $ 696,464 685,047 682,883 0.04% N +GC Champion Acquisition LLC (Numerix) First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.25% 11.71% 8/21/2028 $ 193,462 190,274 189,690 0.01% N +Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) Second Lien Term Loan SOFR(M) 1.00% 8.62% 13.97% 7/5/2026 $ 17,633,544 17,441,040 17,280,873 1.04% N +TransNetwork, LLC First Lien Term Loan SOFR(Q) 0.50% 5.50% 10.87% 11/20/2030 $ 1,000,000 960,000 997,500 0.06% N +Wealth Enhancement Group, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 5.85% 11.23% 10/4/2027 $ 399,109 397,266 393,271 0.02% N +Wealth Enhancement Group, LLC Sr Secured Revolver SOFR(Q) 1.00% 6.25% 11.63% 10/4/2027 $ — (94) (335) — K/N +Worldremit Group Limited (United Kingdom) First Lien Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 9.40% 14.78% 2/11/2025 $ 43,629,951 43,288,691 42,102,902 2.52% H/L/N + 124,839,933 123,441,009 7.40% + +99 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_101.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_101.txt new file mode 100644 index 0000000000000000000000000000000000000000..23b276c4c878e1b38598643510588fc62160128f --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_101.txt @@ -0,0 +1,46 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Diversified Telecommunication Services +Aventiv Technologies, Inc. (Securus) Second Lien Term Loan LIBOR(Q) 1.00% 8.25% 14.26% 10/31/2025 $ 26,345,954 $ 26,259,652 $ 13,831,626 0.83% +Electric Utilities +Conergy Asia & ME Pte. Ltd. (Singapore) First Lien Term Loan Fixed — — — 6/30/2024 $ 2,110,141 2,110,141 — — D/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed — — — 12/31/2023 $ 6,578,877 6,578,877 101,315 0.01% D/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility Fixed — — — 12/31/2023 $ 5,535,517 5,535,517 1,367,273 0.08% D/F/H/N + 14,224,535 1,468,588 0.09% +Health Care Technology +Appriss Health, LLC (PatientPing) First Lien Term Loan SOFR(Q) 1.00% 6.90% 12.32% 5/6/2027 $ 8,086,281 7,990,592 7,932,642 0.48% N +Appriss Health, LLC (PatientPing) Sr Secured Revolver SOFR(Q) 1.00% 6.90% 12.32% 5/6/2027 $ — (6,114) (10,346) — K/N +CareATC, Inc. First Lien Term Loan SOFR(Q) 1.00% 7.85% 13.23% 3/14/2026 $ 13,767,771 13,638,522 13,492,416 0.81% N +CareATC, Inc. Sr Secured Revolver SOFR(Q) 1.00% 7.85% 13.23% 3/14/2026 $ — (4,367) (12,146) — K/N +ESO Solutions, Inc. First Lien Term Loan SOFR(M) 1.00% 7.00% 12.36% 5/3/2027 $ 23,802,071 23,478,616 23,159,415 1.39% N +ESO Solutions, Inc. Sr Secured Revolver SOFR(M) 1.00% 7.00% 12.36% 5/3/2027 $ 1,050,166 1,029,786 1,002,909 0.06% N +Gainwell Acquisition Corp. Second Lien Term Loan SOFR(Q) 1.00% 8.10% 13.52% 10/2/2028 $ 5,727,820 5,707,000 5,584,624 0.33% N +Sandata Technologies, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.15% 11.51% 7/23/2024 $ 860,842 841,342 860,842 0.05% N +Sandata Technologies, LLC First Lien Term Loan SOFR(Q) — 6.15% 11.50% 7/23/2024 $ 20,250,000 20,206,261 20,169,000 1.21% N +Sandata Technologies, LLC Sr Secured Revolver SOFR(Q) — 6.15% 11.52% 7/23/2024 $ 1,200,000 1,195,468 1,191,000 0.07% N + 74,077,106 73,370,356 4.40% +Healthcare Providers and Services +INH Buyer, Inc. (IMS Health) First Lien Term Loan (1.5% Exit Fee) SOFR(Q) 1.00% 3.50% Cash + 3.50% PIK 12.45% 6/28/2028 $ 4,621,017 4,553,794 3,830,823 0.23% L/N +PHC Buyer, LLC (Patriot Home Care) First Lien Term Loan SOFR(Q) 0.75% 6.00% 11.50% 5/4/2028 $ 10,236,675 10,080,420 9,956,190 0.59% N +PHC Buyer, LLC (Patriot Home Care) First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 6.00% 11.39% 5/4/2028 $ 692,838 635,134 584,359 0.04% N +Team Services Group, LLC Second Lien Term Loan SOFR(S) 1.00% 9.00% 14.88% 11/13/2028 $ 27,855,847 27,242,251 26,184,497 1.57% G/N + 42,511,599 40,555,869 2.43% +Hotels, Restaurants and Leisure +Fishbowl, Inc. First Lien Term Loan SOFR(Q) 1.00% 5.26% 10.61% 5/27/2027 $ 12,089,579 12,089,579 12,089,579 0.73% F/N +Mesquite Bidco, LLC Sr Secured Revolver SOFR(Q) 1.00% 7.00% 12.48% 11/30/2029 $ — (47,562) (47,562) — K/N +Mesquite Bidco, LLC First Lien Term Loan SOFR(Q) 1.00% 7.10% 12.48% 11/30/2029 $ 26,159,150 25,382,587 25,374,376 1.52% N +OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) First Lien Term Loan SOFR(Q) 0.75% 5.75% 11.11% 6/3/2027 $ 228,588 225,234 225,296 0.01% H/N +OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) Sr Secured Revolver SOFR(M) 0.75% 5.75% 11.11% 6/3/2027 $ 18,519 18,257 18,252 — H/N +Showtime Acquisition, L.L.C. (World Choice) Sr Secured Revolver SOFR(S) 1.00% 7.60% 12.98% 8/7/2028 $ — (32,730) (23,380) — K/N +Showtime Acquisition, L.L.C. (World Choice) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 7.60% 12.97% 8/7/2028 $ — (26,241) (18,704) — K/N +Showtime Acquisition, L.L.C. (World Choice) First Lien Term Loan SOFR(Q) 1.00% 7.60% 12.98% 8/7/2028 $ 18,093,621 17,616,543 17,767,936 1.07% N + 55,225,667 55,385,793 3.33% + + +100 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_102.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_102.txt new file mode 100644 index 0000000000000000000000000000000000000000..efdf0ae3ed000784263814a093976fc2a77ff9d1 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_102.txt @@ -0,0 +1,48 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Insurance +AmeriLife Holdings, LLC First Lien Term Loan SOFR(Q) 0.75% 5.75% 11.14% 8/31/2029 $ 1,800,000 $ 1,769,190 $ 1,782,000 0.11% N +AmeriLife Holdings, LLC First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 5.75% 11.14% 8/31/2029 $ 375,115 367,470 370,601 0.02% N +AmeriLife Holdings, LLC Sr Secured Revolver SOFR(Q) 0.75% 5.75% 11.14% 8/31/2028 $ — (3,563) (2,273) — K/N +Integrity Marketing Acquisition, LLC Sr Secured Revolver SOFR(Q) 0.75% 6.00% 11.39% 8/27/2026 $ — (535,197) — — K/N +Integrity Marketing Acquisition, LLC First Lien Term Loan SOFR(Q) 0.75% 6.50% 11.89% 8/27/2026 $ 10,152,275 10,015,937 10,152,275 0.61% N +IT Parent, LLC (Insurance Technologies) First Lien Term Loan SOFR(M) 1.00% 6.35% 11.71% 10/1/2026 $ 4,784,799 4,733,187 4,540,774 0.27% N +IT Parent, LLC (Insurance Technologies) Sr Secured Revolver SOFR(M) 1.00% 6.35% 11.70% 10/1/2026 $ 520,833 514,360 488,958 0.03% N +Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) First Lien Delayed Draw Term Loan SOFR(M) 0.75% 6.11% 11.47% 11/1/2028 $ 2,957,002 2,922,362 2,945,174 0.18% N + 19,783,746 20,277,509 1.22% +Internet and Catalog Retail +CommerceHub, Inc. First Lien Term Loan SOFR(Q) 0.75% 6.40% 11.79% 12/29/2027 $ 954,643 899,762 888,295 0.05% N +Syndigo, LLC Second Lien Term Loan SOFR(M) 0.75% 8.00% 13.48% 12/14/2028 $ 12,141,870 12,011,417 11,109,811 0.67% G/N + 12,911,179 11,998,106 0.72% +Internet Software and Services +Acquia, Inc. Sr Secured Revolver SOFR(S) 1.00% 7.25% 12.72% 10/31/2025 $ 930,531 918,376 930,531 0.06% N +Acquia, Inc. First Lien Term Loan SOFR(S) 1.00% 7.25% 12.74% 10/31/2025 $ 25,299,736 25,087,954 25,299,736 1.52% N +Anaconda, Inc. First Lien Term Loan SOFR(M) 1.00% 7.50% 12.85% 8/22/2027 $ 5,717,940 5,670,100 5,609,300 0.34% N +Astra Acquisition Corp. (Anthology) Second Lien Term Loan SOFR(Q) 0.75% 9.14% 14.48% 10/25/2029 $ 20,715,038 20,393,463 12,429,023 0.75% G/N +Bynder Bidco, Inc. (Netherlands) Sr Secured Revolver A SOFR(Q) 1.00% 7.25% 12.63% 1/26/2029 $ — (6,180) (4,180) — H/K/N +Bynder Bidco, Inc. (Netherlands) First Lien Term Loan A SOFR(Q) 1.00% 7.25% 12.63% 1/26/2029 $ 3,000,000 2,920,136 2,948,400 0.18% H/N +Bynder Bidco B.V. (Netherlands) Sr Secured Revolver B SOFR(Q) 1.00% 7.25% 12.63% 1/26/2029 $ — (22,430) (15,170) — H/K/N +Bynder Bidco B.V. (Netherlands) First Lien Term Loan B SOFR(Q) 1.00% 7.25% 12.63% 1/26/2029 $ 10,875,000 10,585,492 10,687,950 0.64% H/N +Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) SOFR(Q) 1.50% 5.76% Cash + 2.50% PIK 13.64% 4/1/2025 $ 57,683,682 57,621,710 57,452,947 3.45% L/N +Domo, Inc. First Lien PIK Term Loan Fixed — 9.50% PIK 9.50% 4/1/2025 $ 3,423,038 933,160 3,269,001 0.20% N +e-Discovery Acquireco, LLC (Reveal) Sr Secured Revolver SOFR(Q) 1.00% 6.50% 11.89% 8/29/2029 $ — (1,970) (2,058) — K/N +e-Discovery Acquireco, LLC (Reveal) First Lien Term Loan SOFR(Q) 1.00% 6.50% 11.89% 8/29/2029 $ 916,667 894,416 894,025 0.05% N +Gympass US, LLC First Lien Term Loan SOFR(M) 1.00% 4.00% Cash + 4.00% PIK 13.47% 7/8/2027 $ 530,257 526,407 530,257 0.03% N +InMoment, Inc. First Lien Term Loan SOFR(Q) 0.75% 5.00% cash + 2.50% PIK 12.96% 6/8/2028 $ 7,749,018 7,627,539 7,520,422 0.45% N +Magenta Buyer, LLC (McAfee) First Lien Incremental Term Loan Fixed — 12.00% 12.00% 7/27/2028 $ 4,196,286 3,854,119 3,252,122 0.20% G +Magenta Buyer, LLC (McAfee) Second Lien Term Loan SOFR(Q) 0.75% 8.51% 13.89% 7/27/2029 $ 20,000,000 19,770,718 8,000,000 0.48% G +Oranje Holdco, Inc. (KnowBe4) Sr Secured Revolver SOFR(Q) 1.00% 7.75% 13.13% 2/1/2029 $ — (26,159) — — K/N +Oranje Holdco, Inc. (KnowBe4) First Lien Term Loan SOFR(Q) 1.00% 7.50% 12.88% 2/1/2029 $ 9,838,988 9,620,806 9,947,217 0.60% N +Persado, Inc. First Lien Term Loan (6.575% Exit Fee) SOFR(M) 1.80% 7.50% 12.84% 6/10/2027 $ 12,171,367 12,078,305 11,209,829 0.67% L/N +Pluralsight, Inc. First Lien Term Loan SOFR(Q) 1.00% 8.15% 13.56% 4/6/2027 $ 32,582,872 32,162,182 31,768,301 1.91% N +Pluralsight, Inc. Sr Secured Revolver SOFR(Q) 1.00% 8.15% 13.56% 4/6/2027 $ 1,878,109 1,850,684 1,817,680 0.11% N +Quartz Holding Company (Quick Base) Second Lien Term Loan SOFR(M) — 8.10% 13.46% 4/2/2027 $ 9,903,019 9,797,435 9,903,019 0.59% N + + +101 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_103.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_103.txt new file mode 100644 index 0000000000000000000000000000000000000000..b1fc53fb31b56980211464cb2b14c32d6efe287b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_103.txt @@ -0,0 +1,59 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +ResearchGate GmBH (Germany) First Lien Term Loan (4.0% Exit Fee) EURIBOR(M) — 8.55% 12.55% 10/1/2024 $ 7,500,000 $ 8,205,097 $ 8,017,274 0.47% H/L/N/O +Sailpoint Technologies Holdings, Inc. First Lien Term Loan SOFR(M) 0.75% 6.00% 11.36% 8/16/2029 $ 462,462 454,559 462,092 0.03% N +Sailpoint Technologies Holdings, Inc. Sr Secured Revolver SOFR(M) 0.75% 6.00% 11.36% 8/16/2028 $ — (580) (83) — K/N +Spartan Bidco Pty Ltd (StarRez) (Australia) First Lien Incremental Term Loan SOFR(Q) 0.75% 0.90% Cash + 6.25% PIK 12.53% 1/24/2028 $ 541,794 533,702 536,431 0.03% H/I/N +Suited Connector, LLC Sr Secured Revolver SOFR(Q) 1.00% 6.20% Cash + 2.00% PIK 13.58% 12/1/2027 $ 584,388 576,331 383,359 0.02% N +Suited Connector, LLC First Lien Term Loan SOFR(Q) 1.00% 6.20% Cash + 2.00% PIK 13.57% 12/1/2027 $ 3,629,082 3,577,053 2,380,678 0.14% N + 235,602,425 215,228,103 12.92% +IT Services +Avalara, Inc. Sr Secured Revolver SOFR(Q) 0.75% 7.25% 12.60% 10/19/2028 $ — (903) — — K/N +Avalara, Inc. First Lien Term Loan SOFR(Q) 0.75% 7.25% 12.60% 10/19/2028 $ 450,000 440,589 456,750 0.03% N +Crewline Buyer, Inc. (New Relic) Sr Secured Revolver SOFR(Q) 1.00% 6.75% 12.10% 11/8/2030 $ — (2,003) (818) — K/N +Crewline Buyer, Inc. (New Relic) First Lien Term Loan SOFR(Q) 1.00% 6.75% 12.10% 11/8/2030 $ 784,906 765,420 777,057 0.05% N +Ensono, Inc. Second Lien Term Loan B SOFR(M) — 8.11% 13.47% 5/28/2029 $ 15,000,000 14,897,865 14,610,000 0.88% G/N +Madison Logic Holdings, Inc. Sr Secured Revolver SOFR(Q) 1.00% 7.00% 12.35% 12/30/2027 $ — (25,722) (29,959) — K/N +Madison Logic Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00% 7.00% 12.35% 12/29/2028 $ 14,796,820 14,395,217 14,382,509 0.86% N +Serrano Parent, LLC (Sumo Logic) Sr Secured Revolver SOFR(Q) 0.75% 6.50% 11.88% 5/13/2030 $ — (2,053) (540) — K/N +Serrano Parent, LLC (Sumo Logic) First Lien Term Loan SOFR(Q) 1.00% 6.50% 11.88% 5/13/2030 $ 900,000 878,238 894,600 0.05% N +Xactly Corporation Sr Secured Revolver SOFR(Q) 1.00% 7.35% 12.74% 7/31/2025 $ — — — — N +Xactly Corporation First Lien Incremental Term Loan SOFR(Q) 1.00% 7.35% 12.74% 7/31/2025 $ 14,671,682 14,671,682 14,671,682 0.88% N + 46,018,330 45,761,281 2.75% +Leisure Products +Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.00% cash + 3.50% PIK 14.92% 6/15/2024 $ 71,413 71,322 68,713 — N +Blue Star Sports Holdings, Inc. Sr Secured Revolver SOFR(S) 1.00% 6.00% cash + 3.50% PIK 14.94% 6/15/2024 $ 142,322 142,142 136,942 0.01% N +Blue Star Sports Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00% 6.00% cash + 3.50% PIK 14.95% 6/15/2024 $ 1,959,653 1,956,621 1,885,579 0.11% N +Peloton Interactive, Inc. First Lien Term Loan SOFR(S) 0.50% 7.10% 12.48% 5/25/2027 $ 98,500 95,531 99,214 0.01% G/J + 2,265,616 2,190,448 0.13% +Life Sciences Tools & Services +Alcami Corporation First Lien Delayed Draw Term Loan SOFR(M) 1.00% 7.10% 12.46% 12/21/2028 $ — (16,005) 10,925 — K/N +Alcami Corporation Sr Secured Revolver SOFR(M) 1.00% 7.10% 12.46% 12/21/2028 $ — (25,480) — — K/N +Alcami Corporation First Lien Term Loan SOFR(M) 1.00% 7.10% 12.46% 12/21/2028 $ 6,489,635 6,287,606 6,619,428 0.40% N + 6,246,121 6,630,353 0.40% +Machinery +Sonny’s Enterprises, LLC First Lien Term Loan SOFR(Q) 1.00% 6.90% 12.28% 8/5/2028 $ 13,593,271 13,341,301 13,865,137 0.83% N + 13,341,301 13,865,137 0.83% +Media +NEP Group, Inc. et al Second Lien Term Loan SOFR(M) — 7.11% 12.47% 10/19/2026 $ 14,500,000 14,189,402 11,672,500 0.70% G +Khoros, LLC (Lithium) First Lien Incremental Term Loan SOFR(Q) 1.00% 4.50% Cash + 4.50% PIK 14.39% 1/3/2024 $ 29,509,107 29,369,194 23,666,304 1.42% N +Streamland Media Midco LLC First Lien Term Loan SOFR(Q) 1.00% 7.01% Cash + 0.50% PIK 12.89% 12/31/2024 $ 375,800 372,235 355,131 0.02% N +Terraboost Media Operating Company, LLC First Lien Term Loan SOFR(Q) 1.00% 6.65% 12.00% 8/23/2026 $ 10,364,664 10,236,830 9,214,186 0.55% N + 54,167,661 44,908,121 2.69% +Oil, Gas and Consumable Fuels +Iracore International Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00% 9.15% 14.50% 4/12/2024 $ 1,324,151 1,324,151 1,324,151 0.08% B/N +Palmdale Oil Company, LLC First Lien Term Loan SOFR(Q) 1.00% 6.75% 12.06% 10/2/2029 $ 1,000,000 970,518 975,000 0.06% N + 2,294,669 2,299,151 0.14% +Paper and Forest Products +Alpine Acquisition Corp II (48Forty) First Lien Term Loan SOFR(M) 1.00% 6.10% 11.44% 11/30/2026 $ 20,158,690 19,877,911 19,467,247 1.17% N +Alpine Acquisition Corp II (48Forty) Sr Secured Revolver SOFR(M) 1.00% 6.10% 11.44% 11/30/2026 $ 107,443 104,030 101,300 0.01% N +FSK Pallet Holding Corp. (Kamps) First Lien Term Loan SOFR(Q) 1.25% 6.15% 11.56% 12/23/2026 $ 10,413,534 10,166,872 10,038,647 0.60% N + 30,148,813 29,607,194 1.78% +Pharmaceuticals +Nephron Pharmaceuticals Corp. et al First Lien Term Loan B SOFR(Q) 1.50% 9.00% 16.57% 9/11/2026 $ 23,709,677 22,839,598 20,508,871 1.23% N \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_104.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_104.txt new file mode 100644 index 0000000000000000000000000000000000000000..b37fe239b1b07539532ed3b0b70e34f56297b0c1 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_104.txt @@ -0,0 +1,2 @@ + +102 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_105.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_105.txt new file mode 100644 index 0000000000000000000000000000000000000000..b6ed33bada6f8d7325f59812b68ffdb570f0057b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_105.txt @@ -0,0 +1,50 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Professional Services +Applause App Quality, Inc. First Lien Term Loan SOFR(S) 1.00% 5.00% 10.40% 9/20/2025 $ 15,127,466 $ 15,097,104 $ 15,127,466 0.91% N +Applause App Quality, Inc. Sr Secured Revolver SOFR(S) 1.00% 5.00% 10.40% 9/20/2025 $ — (4,975) — — K/N +CIBT Solutions, Inc. Second Lien Term Loan LIBOR(Q) 1.00% 1.00% Cash + 6.75% PIK 7.75% 6/1/2025 $ 8,146,376 7,567,314 1,710,739 0.10% C/N +DTI Holdco, Inc. (Epiq Systems, Inc.) Second Lien Term Loan SOFR(Q) 0.75% 7.75% 13.13% 4/26/2030 $ 7,500,000 7,377,765 6,562,500 0.39% G/N +GI Consilio Parent, LLC Second Lien Term Loan SOFR(M) 0.50% 7.50% 12.97% 5/14/2029 $ 10,000,000 9,937,579 10,000,000 0.60% G/N +ICIMS, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 3.38% Cash + 3.88% PIK 12.62% 8/18/2028 $ — — (5,760) — K/N +ICIMS, Inc. Sr Secured Revolver SOFR(Q) 0.75% 6.75% 12.10% 8/18/2028 $ 66,269 60,824 63,690 — N +ICIMS, Inc. First Lien Term Loan SOFR(Q) 0.75% 3.38% Cash + 3.88% PIK 12.62% 8/18/2028 $ 8,783,644 8,656,913 8,728,775 0.52% N +JobandTalent USA, Inc. (United Kingdom) First Lien Delayed Draw Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 8.86% 14.22% 2/17/2025 $ 18,590,587 18,462,713 18,107,231 1.10% H/L/N +JobandTalent USA, Inc. (United Kingdom) First Lien Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 8.86% 14.22% 2/17/2025 $ 26,409,413 26,210,523 25,722,768 1.54% H/L/N + 93,365,760 86,017,409 5.16% +Real Estate Management and Development +Greystone Affordable Housing Initiatives, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.25% 6.43% 11.84% 3/2/2026 $ 4,666,667 4,666,667 4,634,000 0.28% I/N +Greystone Select Company II, LLC (Passco) First Lien Term Loan SOFR(M) 1.50% 6.61% 11.97% 3/21/2027 $ 8,181,818 8,057,028 8,116,364 0.48% N + 12,723,695 12,750,364 0.76% +Road and Rail +Motive Technologies, Inc. (fka Keep Truckin, Inc.) First Lien Term Loan SOFR(M) 1.00% 7.68% 13.18% 4/8/2025 $ 40,000,000 39,746,666 39,840,000 2.39% N + +Semiconductors and Semiconductor Equipment +Emerald Technologies (U.S.) AcquisitionCo, Inc. First Lien Term Loan SOFR(Q) 1.00% 6.40% 11.79% 12/29/2027 $ 5,354,918 5,276,269 4,872,975 0.29% G/N +Emerald Technologies (U.S.) AcquisitionCo, Inc. Sr Secured Revolver SOFR(M) 1.00% 6.10% 11.46% 12/29/2026 $ 1,422,037 1,241,272 1,166,324 0.07% G/N + 6,517,541 6,039,299 0.36% +Software +Aerospike, Inc. First Lien Term Loan (0.50% Exit Fee) SOFR(M) 1.00% 7.50% 12.97% 12/29/2025 $ 9,958,261 9,867,485 9,878,595 0.59% L/N +AlphaSense, Inc. First Lien Term Loan SOFR(M) 1.00% 7.00% 12.47% 3/11/2027 $ 25,095,612 24,913,264 25,165,879 1.51% N +Aras Corporation Sr Secured Revolver SOFR(Q) 1.00% 6.65% 12.04% 4/13/2027 $ 756,022 746,002 728,107 0.04% N +Aras Corporation First Lien Term Loan SOFR(Q) 1.00% 3.65% Cash + 3.25% PIK 12.20% 4/13/2027 $ 13,071,448 12,935,644 12,653,162 0.76% N +Backoffice Associates Holdings, LLC (Syniti) Sr Secured Revolver SOFR(Q) 1.00% 7.75% 13.14% 4/30/2026 $ 1,285,939 1,258,628 1,285,940 0.08% N +Backoffice Associates Holdings, LLC (Syniti) First Lien Term Loan SOFR(Q) 1.00% 7.75% 13.19% 4/30/2026 $ 11,299,209 11,115,593 11,412,201 0.68% N +Bluefin Holding, LLC (Allvue) Sr Secured Revolver SOFR(S) 1.00% 7.25% 12.72% 9/12/2029 $ — (2,132) (1,526) — K/N +Bluefin Holding, LLC (Allvue) First Lien Term Loan SOFR(S) 1.00% 7.25% 12.72% 9/12/2029 $ 910,256 888,370 894,782 0.05% N +Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Term Loan SOFR(Q) 0.75% 7.25% 12.60% 9/8/2027 $ 2,916,353 2,887,546 2,842,277 0.17% N +Bonterra LLC (fka CyberGrants Holdings, LLC) Sr Secured Revolver SOFR(Q) 0.75% 7.25% 12.60% 9/8/2027 $ 83,334 80,684 76,278 — N +Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Incremental Amendment 4 Term Loan SOFR(Q) 0.75% 8.00% PIK 13.35% 9/8/2027 $ 866,891 855,048 854,668 0.05% N +Disco Parent, Inc. (Duck Creek Technologies) Sr Secured Revolver SOFR(Q) 1.00% 7.50% 12.89% 3/30/2029 $ — (1,995) — — K/N +Disco Parent, Inc. (Duck Creek Technologies) First Lien Term Loan SOFR(Q) 1.00% 7.50% 12.89% 3/30/2029 $ 909,091 888,144 910,909 0.05% N +Elastic Path Software, Inc. (Canada) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 7.76% 13.15% 1/6/2026 $ 2,758,041 2,739,098 2,738,734 0.16% H/N +Elastic Path Software, Inc. (Canada) First Lien Term Loan SOFR(Q) 1.00% 7.76% 13.18% 1/6/2026 $ 5,432,783 5,401,609 5,394,754 0.32% H/N +Fusion Risk Management, Inc. Sr Secured Revolver SOFR(Q) 1.00% 3.50% Cash + 3.75% PIK 12.62% 5/22/2029 $ — (1,938) (2,250) — K/N + +103 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_106.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_106.txt new file mode 100644 index 0000000000000000000000000000000000000000..bef703f1941d0f0a55c5f35d4b2fae53150af75c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_106.txt @@ -0,0 +1,45 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 + +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Fusion Risk Management, Inc. First Lien Term Loan SOFR(Q) 1.00% 3.50% Cash + 3.75% PIK 12.62% 5/22/2029 $ 910,052 $ 892,951 $ 890,941 0.05% N +GTY Technology Holdings Inc. First Lien Term Loan SOFR(Q) 0.75% 2.58% Cash + 4.30% PIK 12.22% 7/9/2029 $ 270,653 266,496 270,464 0.02% N +GTY Technology Holdings Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 2.58% Cash + 4.30% PIK 12.22% 7/9/2029 $ 209,142 205,823 208,996 0.01% N +GTY Technology Holdings Inc. Sr Secured Revolver PRIME(Q) 0.75% 5.25% 13.75% 7/9/2029 $ 4,616 3,880 4,583 — N +Integrate.com, Inc. (Infinity Data, Inc.) First Lien Term Loan SOFR(S) 1.00% 3.25% Cash + 3.00% PIK 11.43% 12/17/2027 $ 4,211,805 4,154,469 4,075,764 0.24% N +Integrate.com, Inc. (Infinity Data, Inc.) Sr Secured Revolver SOFR(Q) 1.00% 6.15% 11.52% 12/17/2027 $ 323,333 318,904 312,567 0.02% K/N +JOBVITE, Inc. (Employ, Inc.) First Lien Term Loan SOFR(S) 0.75% 8.00% 13.43% 8/7/2028 $ 1,000,000 979,213 985,100 0.06% N +Kaseya, Inc. First Lien Term Loan SOFR(Q) 0.75% 3.50% Cash + 2.50% PIK 11.38% 6/25/2029 $ 1,649,934 1,629,453 1,641,684 0.10% N +Kaseya, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 3.50% Cash + 2.50% PIK 11.38% 6/25/2029 $ 6,153 4,970 5,652 — N +Kaseya, Inc. Sr Secured Revolver SOFR(M) 0.75% 3.50% Cash + 2.50% PIK 11.38% 6/25/2029 $ 25,269 24,067 24,767 0.00% N +Kong Inc. First Lien Term Loan SOFR(M) 1.00% 5.50% Cash + 3.25% PIK 14.21% 11/1/2027 $ 6,398,042 6,288,112 6,392,284 0.39% N +Nvest, Inc. (SigFig) First Lien Term Loan SOFR(S) 1.00% 7.50% 13.40% 9/15/2025 $ 5,438,594 5,402,895 5,315,138 0.32% N +Oversight Systems, Inc. First Lien Incremental Delayed Draw Term Loan SOFR(Q) 1.00% 6.10% 11.48% 9/24/2026 $ — (3,460) (2,318) — K/N +Oversight Systems, Inc. First Lien Term Loan SOFR(Q) 1.00% 6.10% 11.48% 9/24/2026 $ 4,679,002 4,623,559 4,628,001 0.28% N +SEP Raptor Acquisition, Inc. (Loopio) (Canada) First Lien Term Loan SOFR(Q) 1.00% 7.15% 12.50% 3/31/2027 $ 10,872,518 10,744,790 10,687,685 0.65% H/N +SEP Raptor Acquisition, Inc. (Loopio) (Canada) Sr Secured Revolver SOFR(Q) 1.00% 7.15% 12.51% 3/31/2027 $ 1,163,276 1,150,316 1,143,500 0.07% H/N +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) First Lien Term Loan SOFR(Q) 1.00% 3.00% Cash + 3.50% PIK 11.87% 5/9/2028 $ 16,706,836 16,454,610 16,636,667 1.01% H/N +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) Sr Secured Revolver SOFR(Q) 1.00% 0.065 11.87% 5/9/2028 $ — (23,540) (6,727) — H/K/N +Superman Holdings, LLC (Foundation Software) First Lien Term Loan SOFR(Q) 1.00% 6.13% 11.47% 8/31/2027 $ 10,073,776 9,928,598 9,993,186 0.60% N +Superman Holdings, LLC (Foundation Software) Sr Secured Revolver SOFR(Q) 1.00% 6.13% 11.47% 8/31/2026 $ — (14,030) (10,048) — K/N +Trintech, Inc. Sr Secured Revolver SOFR(M) 1.00% 6.50% 11.86% 7/25/2029 $ 17,388 15,674 15,635 — N +Trintech, Inc. First Lien Term Loan SOFR(M) 1.00% 6.50% 11.86% 7/25/2029 $ 791,143 768,243 768,358 0.05% N +Zendesk Inc. Sr Secured Revolver SOFR(Q) 0.75% 3.00% Cash + 3.25% PIK 11.61% 11/22/2028 $ — (644) — — K/N +Zendesk Inc. First Lien Term Loan SOFR(Q) 0.75% 3.00% Cash + 3.25% PIK 11.61% 11/22/2028 $ 391,962 385,520 393,922 0.02% N +Zendesk Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 3.00% Cash + 3.25% PIK 11.61% 11/22/2028 $ — (1,560) 478 — K/N +Zilliant Incorporated Sr Secured Revolver SOFR(M) 0.75% 2.10% Cash + 4.50% PIK 11.96% 12/21/2027 $ — (1,967) (7,259) — K/N +Zilliant Incorporated First Lien Term Loan SOFR(M) 0.75% 2.10% Cash + 4.50% PIK 11.96% 12/21/2027 $ 1,921,454 1,895,963 1,827,303 0.11% N + 140,664,355 141,028,833 8.46% +Specialty Retail +Calceus Acquisition, Inc. (Cole Haan) First Lien Term Loan SOFR(Q) 2.00% 6.75% 12.10% 8/15/2029 $ 20,773,018 20,186,136 20,170,600 1.21% G +Hanna Andersson, LLC First Lien Term Loan SOFR(M) 1.00% 7.60% 12.96% 7/2/2026 $ 4,456,250 4,406,443 4,327,019 0.26% N + 24,592,579 24,497,619 1.47% +Technology Hardware, Storage & Peripherals +SumUp Holdings Luxembourg S.A.R.L. (United Kingdom) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.75% 12.27% 2/17/2026 $ 31,114,286 30,738,884 31,612,114 1.90% H/N + +104 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_107.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_107.txt new file mode 100644 index 0000000000000000000000000000000000000000..acdb4d8c6e6ca6e6f4896b4d132165d9acc7d054 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_107.txt @@ -0,0 +1,51 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 + +Issuer Instrument Ref Floor Spread +Total Coupon Maturity/Expiration Principal/Shares Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Textiles, Apparel and Luxury Goods +James Perse Enterprises, Inc. First Lien Term Loan SOFR(M) 1.00% 6.25% 11.61% 9/8/2027 $ 15,555,556 $ 15,393,224 $ 15,555,556 0.93% N +James Perse Enterprises, Inc. Sr Secured Revolver SOFR(M) 1.00% 6.25% 11.61% 9/8/2027 $ — (17,961) — — K/N +PSEB, LLC (Eddie Bauer) First Lien Incremental Term Loan SOFR(Q) 1.00% 6.65% 12.04% 12/30/2026 $ 24,562,500 24,322,997 22,695,750 1.36% N + 39,698,260 38,251,306 2.29% +Wireless Telecommunication Services +OpenMarket, Inc. (Infobip) (United Kingdom) First Lien Term Loan SOFR(Q) 0.00% 6.51% 11.86% 9/17/2026 $ 9,775,000 9,629,432 9,679,205 0.58% H/N + +Total Debt Investments - 202.1% of Net Assets 1,486,675,592 1,389,190,356 83.33% + +Equity Securities +Automobiles +AutoAlert, LLC Common Stock 540,248 9,016,151 9,985,207 0.60% D/E/F/N + +Capital Markets +Pico Quantitative Trading Holdings, LLC Warrants to Purchase Membership Units 2/7/2030 7,030 645,121 1,438,087 0.09% D/E/N + +Chemicals +AGY Equity, LLC Class A Preferred Stock 1,786,785 485,322 — — D/E/N +AGY Equity, LLC Class B Preferred Stock 1,250,749 — — — D/E/N +AGY Equity, LLC Class C Common Stock 982,732 — — — D/E/N + 485,322 — — +Communications Equipment +Plate Newco 1 Limited (Avanti) (United Kingdom) Common Stock 364 — — — D/E/H/N/O + +Construction & Engineering +Hylan Novellus LLC Class A Units 117,124 13,817,817 2,827,373 0.17% B/D/E/N + +Diversified Consumer Services +Elevate Brands Holdco, Inc. Warrants to Purchase Common Stock 7/25/2030 2,895 — 308,983 0.02% D/E/N +Elevate Brands Holdco, Inc. Warrants to Purchase Preferred New Super Senior Shares + 7/25/2030 11,532 — 1,230,810 0.07% D/E/N +MXP Prime Platform GmbH (SellerX) (Germany) Warrants to Purchase Common Stock 7/25/2030 3,966 — 293,563 0.02% D/E/H/N +PerchHQ, LLC Warrants to Purchase Common Stock 10/15/2027 295,667 — — — D/E/N +Razor Group GmbH (Germany) Warrants to Purchase Preferred Series A1 Shares 4/28/2028 516 — 485,055 0.03% D/E/H/N +Razor Group GmbH (Germany) Warrants to Purchase Series C Shares 4/28/2028 158 — 687,200 0.04% D/E/H/N +TVG-Edmentum Holdings, LLC Series B-1 Common Units 17,858,122 20,377,566 24,629,566 1.47% B/E/N +TVG-Edmentum Holdings, LLC Series B-2 Common Units 17,858,122 13,421,162 24,629,566 1.48% B/D/E/N + 33,798,728 52,264,743 3.13% + +105 +The secret office supply is a "pencil". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_108.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_108.txt new file mode 100644 index 0000000000000000000000000000000000000000..691f426477b62a16c7695fcc6597ad15ca5d46aa --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_108.txt @@ -0,0 +1,52 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 + +Issuer Instrument Expiration Shares Cost +FairValue +% of TotalCash andInvestments Notes +Equity Securities (continued) +Diversified Financial Services +36th Street Capital Partners Holdings, LLC Membership Units 27,214,897 $ 27,214,897 $ 50,541,000 3.03% E/F/N +Conventional Lending TCP Holdings, LLC Membership Units 17,800,591 17,675,790 16,376,544 0.98% E/F/I/N +GACP I, LP (Great American Capital) Membership Units 351,847 351,847 107,310 0.01% E/I/N +GACP II, LP (Great American Capital) Membership Units 3,716,866 3,716,866 3,914,270 0.23% E/I/N +Worldremit Group Limited (United Kingdom) Warrants to Purchase Series D Stock 2/11/2031 34,820 — 148,681 0.01% D/E/H/N + 48,959,400 71,087,805 4.26% +Electric Utilities +Conergy Asia Holdings Limited (United Kingdom) Class B Shares 1,000,000 1,000,000 — — D/E/F/H/N +Conergy Asia Holdings Limited (United Kingdom) Ordinary Shares 5,318,860 7,833,333 — — D/E/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Ordinary Shares 2,332,594 — — — D/E/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Series B Preferred Shares 93,023 1,395,349 — — D/E/F/H/N +Utilidata, Inc. Common Stock 29,094 216,336 — — D/E/N +Utilidata, Inc. Series A-2 Preferred Stock 257,369 153,398 34,000 — D/E/N +Utilidata, Inc. Series A-1 Preferred Stock 500,000 500,000 2,000 — D/E/N + 11,098,416 36,000 — +Energy Equipment and Services +GlassPoint, Inc. Warrants to Purchase Common Stock 9/12/2029 16 275,200 2,055,657 0.12% D/E/N +Hotels, Restaurants and Leisure +Fishbowl, Inc. Common Membership Units 604,479 787,032 135,403 0.01% D/F/N + +Internet Software and Services +Domo, Inc. Common Stock 49,792 1,543,054 512,360 0.03% D +Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock 5/4/2027 2,062,500 508,805 713,161 0.04% D/E/N +InMobi, Inc. (Singapore) Warrants to Purchase Common Stock 8/15/2027 1,327,869 212,360 3,112,163 0.19% D/E/H/N +InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 9/18/2025 1,049,996 276,492 2,491,582 0.15% D/E/H/N +InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 10/3/2028 1,511,002 93,407 1,288,026 0.08% D/E/H/N +ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock 10/30/2029 333,370 202,001 70,600 — D/E/H/N/O +SuCo Investors, LP (Suited Connector) Warrants to Purchase Class A Units 3/6/2033 14,337 — — — D/E/N +SnapLogic, Inc. Warrants to Purchase Series Preferred Stock 3/19/2028 1,860,000 377,722 5,300,000 0.32% D/E/N + 3,213,841 13,487,892 0.81% + +IT Services +Fidelis (SVC), LLC Preferred Unit-C 657,932 2,001,384 — — D/E/N + +Media +Quora, Inc. Warrants to Purchase Series D Preferred Stock 4/11/2029 507,704 65,245 108,334 0.01% D/E/N +SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 4/29/2025 946,498 79,082 612,069 0.04% D/E/H/N + 144,327 720,403 0.05% + +Oil, Gas and Consumable Fuels +Iracore Investments Holdings, Inc. Class A Common Stock 16,207 4,177,710 1,799,178 0.11% B/D/E/N + +106 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_109.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_109.txt new file mode 100644 index 0000000000000000000000000000000000000000..9193c68e1d184fb589aec27b857fc75795385977 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_109.txt @@ -0,0 +1,34 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 + +Issuer Instrument Ref Floor Spread +Total Coupon Expiration Shares Cost +FairValue +% of TotalCash andInvestments Notes +Equity Securities (continued) + +Pharmaceuticals +Inotiv, Inc. Common Stock 14,578 $ — $ 53,501 — D/E + +Professional Services +Anacomp, Inc. Class A Common Stock 1,255,527 26,711,048 843,074 0.05% D/E/F/N + +Software +Grey Orange International Inc. Warrants to Purchase Common Stock 5/6/2032 7,706 — 1,541 — D/E/N +Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock 3/26/2027 1,712,930 577,843 — — D/E/N + 577,843 1,541 — + +Trading Companies & Distributors +Blackbird Holdco, Inc. (Ohio Transmission Corp.) Preferred Stock Fixed 12.50% 12.50% 7,108 9,005,081 9,014,890 0.54% E/N + +Total Equity Securities - 24.1% of Net Assets 164,714,421 165,750,754 9.94% + +Total Investments - 226.2% of Net Assets $ 1,651,390,013 $ 1,554,941,110 93.27% + +Cash and Cash Equivalents - 16.3% of Net Assets $ 112,241,946 6.73% + +Total Cash and Investments - 242.5% of Net Assets $ 1,667,183,056 100.00% M + + +107 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_11.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fa1f63e8711c40556af2b46844337b10d5e2094 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_11.txt @@ -0,0 +1,44 @@ + +• Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights +relating to such securities. +• Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment. +Asset Coverage Requirement +Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect +thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which +includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which +among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from +200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement permits a BDC +to have a ratio of total outstanding indebtedness to equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. +In accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage ratio, as defined in the +1940 Act, equaled at least 200% after such borrowing. Effective November 7, 2018, the Company's Board of Directors, including a “required majority” (as such +term is defined in Section 57(o) of the 1940 Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in +Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received +earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, +2019. On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our +asset coverage requirement applicable to senior securities was reduced from 200% to 150%. +Managerial assistance to portfolio companies +A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments +in the types of securities described in “Qualifying assets” above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% +test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. +Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other +persons in the group makes available such managerial assistance, although reliance on other investors may not be the sole method by which the BDC satisfies +the requirement to make available managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the +BDC, through its investment manager, directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel +concerning the management, operations or business objectives and policies of a portfolio company. +Small Business Administration Regulations +On April 22, 2014, the SBIC received a license from the Small Business Administration (the “SBA”) to operate as a small business investment company. +The SBIC license allows us to borrow funds from the SBA against eligible investments. The Small Business Investment Company regulations currently limit the +amount that is available to borrow by any SBIC to $175.0 million. There is no assurance that we will draw up to the maximum limit available under the Small +Business Investment Company program. +Small business investment companies are designed to stimulate the flow of private equity capital to eligible small businesses. Under present Small +Business Administration regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average +annual fully taxed net income not exceeding $6.5 million for the two most recent fiscal years. In addition, a small business investment company must devote +25% of its investment activity to “smaller” concerns as defined by the Small Business Administration. A smaller concern is one that has a tangible net worth not +exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. Small Business +Administration regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged +and are based on such factors as the number of employees and gross sales. According to Small Business Administration regulations, small business investment +companies may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory +services. We plan to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments. +The SBIC is periodically examined and audited by the Small Business Administration’s staff to determine its compliance with small business investment +company regulations. +10 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_110.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_110.txt new file mode 100644 index 0000000000000000000000000000000000000000..f65da8fa314916bf9776a0eaf5ad8b583a28a14c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_110.txt @@ -0,0 +1,41 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Notes to Consolidated Schedule of Investments: +(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to +registration under the Securities Act of 1933 (the “Securities Act”). Such transactions are generally subject to contractual restrictions, such as approval of +the agent or borrower. +(B) Non-controlled affiliate – as defined under the Investment Company Act of 1940 (the "1940 Act") (ownership of between 5% and 25% of the +outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates. +(C) Non-accruing debt investment. +(D) Other non-income producing investment. +(E) Restricted security. (See Note 2) +(F) Controlled issuer – as defined under the 1940 Act (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more +than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in +Investments in Affiliates. +(G) Investment has been segregated to collateralize certain unfunded commitments. +(H) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 +Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent +at least 70% of the Company's total assets. +(I) Deemed not an investment company under Section 3(c) of the 1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the +1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets +represent at least 70% of the Company's total assets. +(J) Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section +55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, +qualifying assets represent at least 70% of the Company's total assets. +(K) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount. +(L) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original +principal amount shown. +(M) All cash and investments, except those referenced in Note G above, are pledged as collateral under certain debt as described in Note 4 to the +Consolidated Financial Statements. +(N) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole. +(O) Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to U.S. dollars. Foreign currency +denominated investments are generally hedged for currency exposure. +LIBOR/SOFR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A). +Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $226,093,128 and $218,669,941, respectively, for +the year ended December 31, 2023. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal +paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2023 was $1,554,293,347 or 93.2% +of total cash and investments of the Company. As of December 31, 2023, approximately 18.3% of the total assets of the Company were not qualifying assets +under Section 55(a) of the 1940 Act. +See accompanying notes to the consolidated financial statements. +108 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_111.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_111.txt new file mode 100644 index 0000000000000000000000000000000000000000..32a2a244e430eae0c2464accd8c4489635441c14 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_111.txt @@ -0,0 +1,55 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments +December 31, 2022 + +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments +Airlines +Mesa Airlines, Inc. First Lien Incremental Term Loan LIBOR(M) 2.00% 5.00% 9.38% 9/27/2023 $ 531,024 $ 529,625 $ 531,024 0.03% N + +Automobiles +ALCV Purchaser, Inc. (AutoLenders) First Lien Term Loan LIBOR(Q) 1.00% 6.75% 11.45% 4/15/2026 $ 6,537,976 6,458,830 6,537,976 0.39% G/N +ALCV Purchaser, Inc. (AutoLenders) Sr Secured Revolver LIBOR(Q) 1.00% 6.75% 11.39% 4/15/2026 $ 662,974 656,491 662,974 0.04% G/N +Autoalert, LLC First Lien Incremental Term Loan SOFR(Q) 1.25% 8.75% 12.46% 2/15/2023 $ 61,737,067 61,724,678 28,399,050 1.67% C/N + 68,839,999 35,600,000 2.10% +Building Products +Porcelain Acquisition Corporation (Paramount) First Lien Term Loan LIBOR(Q) 1.00% 5.75% 10.48% 4/30/2027 $ 6,179,837 6,082,271 6,216,916 0.36% N +Porcelain Acquisition Corporation (Paramount) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 5.75% 10.48% 4/30/2027 $ 963,102 948,389 968,881 0.06% N + 7,030,660 7,185,797 0.42% +Capital Markets +Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) SOFR(Q) 1.50% 7.25% 11.98% 2/7/2025 $ 21,791,007 21,330,811 22,008,917 1.30% L/N +Pico Quantitative Trading, LLC First Lien Incremental Term Loan SOFR(Q) 1.50% 7.25% 11.61% 2/7/2025 $ 24,415,870 23,535,145 24,415,870 1.45% N + 44,865,956 46,424,787 2.75% +Commercial Services & Supplies +Pueblo Mechanical and Controls, LLC First Lien Term Loan SOFR(Q) 0.75% 6.00% 10.32% 8/23/2028 $ 361,594 352,873 353,169 0.02% N +Pueblo Mechanical and Controls, LLC First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 6.00% 10.49% 8/23/2028 $ 94,750 88,844 88,925 0.01% N +Pueblo Mechanical and Controls, LLC Sr Secured Revolver SOFR(Q) 0.75% 6.00% 10.32% 8/23/2027 $ — (1,372) (1,357) — K/N +Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Term Loan LIBOR(Q) 0.75% 7.25% 11.98% 8/31/2029 $ 7,767,802 7,666,578 7,224,056 0.43% N +Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Delayed Draw Term Loan LIBOR(Q) 0.75% 7.25% 11.98% 8/31/2029 $ — (8,306) (93,047) -0.01% K/N + 8,098,617 7,571,746 0.45% +Communications Equipment +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E1 Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2023 $ 85,717 58,232 8,572 — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E2 Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2023 $ 257,153 174,697 25,715 0.01% C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated F Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2023 $ 968,913 633,949 24,223 — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated G Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2023 $ 305,428 207,493 — — C/H/N + 1,074,371 58,510 0.01% +Construction and Engineering +CSG Buyer, Inc. (Core States) First Lien Term Loan SOFR(Q) 1.00% 6.00% 10.84% 3/31/2028 $ 8,915,215 8,736,911 8,594,267 0.52% N +CSG Buyer, Inc. (Core States) Sr Secured Revolver SOFR(Q) 1.00% 6.00% 10.84% 3/31/2028 $ — (29,212) (52,581) — K/N +CSG Buyer, Inc. (Core States) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.00% 10.84% 3/31/2028 $ — (58,423) (105,162) -0.01% K/N +Homerenew Buyer, Inc. (Project Dream) First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.50% 11.36% 11/23/2027 $ 3,552,660 3,458,253 3,384,484 0.20% N +Homerenew Buyer, Inc. (Project Dream) Sr Secured Revolver SOFR(M) 1.00% 6.50% 11.12% 11/23/2027 $ 138,097 124,889 115,311 0.01% N +Homerenew Buyer, Inc. (Project Dream) First Lien Term Loan SOFR(S) 1.00% 6.50% 11.54% 11/23/2027 $ 1,695,068 1,659,692 1,639,131 0.10% N +Hylan Intermediate Holding II, LLC Second Lien Term Loan SOFR(M) 1.00% 10.00% 11.07% 3/11/2027 $ 4,794,539 4,747,519 4,789,265 0.28% N +Hylan Intermediate Holding II, LLC First Lien Term Loan SOFR(S) 1.00% 10.00% 11.07% 2/22/2026 $ 4,983,707 4,983,707 4,978,225 0.29% N +Sunland Asphalt & Construction, LLC First Lien Delayed Draw Term Loan LIBOR(S) 1.00% 6.00% 11.15% 1/13/2026 $ 2,161,987 2,133,477 2,114,424 0.12% N +Sunland Asphalt & Construction, LLC First Lien Term Loan LIBOR(S) 1.00% 6.00% 11.15% 1/13/2026 $ 6,429,702 6,345,923 6,288,249 0.37% N + 32,102,736 31,745,613 1.88% + + +109 + (A) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_112.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_112.txt new file mode 100644 index 0000000000000000000000000000000000000000..62f5c14dfb9876c6206f14e3b16e292f2090f26c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_112.txt @@ -0,0 +1,58 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Consumer Finance +Freedom Financial Network Funding, LLC First Lien Term Loan SOFR(S) 1.00% 9.00% 13.95% 9/21/2027 $ 7,500,000 $ 7,319,662 $ 7,312,500 0.43% N +Freedom Financial Network Funding, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.00% 9.00% 13.95% 9/21/2027 $ — (59,287) (62,500) — K/N +Money Transfer Acquisition Inc. First Lien Term Loan SOFR(M) 1.00% 8.25% 12.67% 12/14/2027 $ 7,027,699 6,888,178 6,887,145 0.41% N + 14,148,553 14,137,145 0.84% + +Containers & Packaging +BW Holding, Inc. (Brook & Whittle) Second Lien Term Loan SOFR(Q) 0.75% 7.50% 12.05% 12/14/2029 $ 11,969,577 11,723,498 11,095,797 0.66% N +BW Holding, Inc. (Brook & Whittle) Second Lien Delayed Draw Term Loan SOFR(Q) 0.75% 7.50% 12.05% 12/14/2029 $ 1,110,271 1,087,786 1,029,222 0.06% N + 12,811,284 12,125,019 0.72% +Distributors +Colony Display, LLC First Lien Term Loan SOFR(S) 1.00% 9.50% 13.91% 6/30/2026 $ 7,001,885 6,899,214 6,490,748 0.38% N + +Diversified Consumer Services +Elevate Brands OpCo, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 8.50% 13.23% 3/15/2027 $ 20,800,000 20,481,244 20,616,000 1.22% N +Fusion Holding Corp. (Finalsite) First Lien Term Loan SOFR(Q) 0.75% 6.25% 10.78% 9/14/2029 $ 462,264 452,289 452,187 0.03% N +Fusion Holding Corp. (Finalsite) Sr Secured Revolver SOFR(Q) 0.75% 6.25% 10.78% 9/15/2027 $ — (799) (808) — K/N +Razor Group GmbH (Germany) First Lien Delayed Draw Term Loan LIBOR(M) 1.00% 9.00% 14.21% 4/30/2025 $ 39,269,210 39,479,357 37,672,005 2.22% H/N +Razor Group GmbH (Germany) First Lien Sr Secured Convertible Term Loan Fixed — 3.50% Cash + 3.50% PIK 7.00% 4/30/2025 $ 4,653,062 4,653,062 5,006,695 0.30% H/N +SellerX Germany Gmbh & Co. Kg (Germany) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 8.00% Cash + 3.00% PIK 15.73% 11/23/2025 $ 17,748,723 17,458,552 17,499,523 1.03% H/N +Thras.io, LLC First Lien Term Loan LIBOR(S) 1.00% 7.00% 11.17% 12/18/2026 $ 23,414,209 23,112,939 20,750,844 1.23% +Thras.io, LLC First Lien Delayed Draw Term Loan LIBOR(S) 1.00% 7.00% 11.17% 12/18/2026 $ 9,789,913 9,520,360 7,676,715 0.45% +Whele, LLC (Perch) First Lien Incremental Term Loan SOFR(M) 1.00% (8.50% Cash + 3.00% PIK 16.20% 10/15/2025 $ 19,398,793 19,497,939 18,021,479 1.07% N + 134,654,943 127,694,640 7.55% +Diversified Financial Services +2-10 Holdco, Inc. First Lien Term Loan SOFR(M) 0.75% 6.00% 10.42% 3/26/2026 $ 8,209,065 8,183,608 8,100,705 0.48% N +2-10 Holdco, Inc. Sr Secured Revolver SOFR(M) 0.75% 6.00% 10.42% 3/26/2026 $ — (1,215) (9,552) — K/N +36th Street Capital Partners Holdings, LLC Senior Note Fixed — — 12.00% 11/30/2025 $ 50,131,437 50,131,437 50,131,437 2.96% E/F/N +Accordion Partners LLC First Lien Term Loan SOFR(Q) 0.75% 6.25% 10.83% 8/29/2029 $ 1,417,619 1,386,895 1,380,761 0.08% N +Accordion Partners LLC First Lien Delayed Draw Term Loan A SOFR(Q) 0.75% 6.50% 11.08% 8/29/2029 $ — (2,660) (1,857) — K/N +Accordion Partners LLC Sr Secured Revolver SOFR(Q) 0.75% 6.25% 10.83% 8/31/2028 $ — (2,631) (3,219) — K/N +Accordion Partners LLC First Lien Delayed Draw Term Loan B SOFR(Q) 0.75% 6.25% 10.83% 8/29/2029 $ — (3,325) (4,024) — K/N +Credit Suisse AG (Cayman Islands) Asset-Backed Credit Linked Notes Fixed — 9.50% 9.50% 4/12/2025 $ 1,573,042 1,573,042 1,415,738 0.08% E/H/I/N +GC Champion Acquisition LLC (Numerix) First Lien Term Loan SOFR(S) 1.00% 6.75% 11.15% 8/21/2028 $ 696,464 683,182 676,127 0.04% N +GC Champion Acquisition LLC (Numerix) First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.75% 11.15% 8/21/2028 $ — (3,650) (5,663) — K/N +Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) Second Lien Term Loan SOFR(M) 1.00% 8.50% 12.93% 7/5/2026 $ 17,633,544 17,383,495 17,175,072 1.02% N +Wealth Enhancement Group, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.00% 10.44% 10/4/2027 $ 223,806 221,696 212,406 0.01% N +Wealth Enhancement Group, LLC Sr Secured Revolver SOFR(S) 1.00% 6.00% 10.44% 10/4/2027 $ — (119) (650) — K/N +Worldremit Group Limited (United Kingdom) First Lien Term Loan (3.0% Exit Fee) LIBOR(Q) 1.00% 9.25% 13.91% 2/11/2025 $ 43,629,951 43,101,443 42,800,982 2.53% H/L/N + 122,651,198 121,868,263 7.20% +Diversified Telecommunication Services +Aventiv Technologies, Inc. (Securus) Second Lien Term Loan LIBOR(Q) 1.00% 8.25% 12.66% 11/1/2025 $ 25,846,154 25,728,438 17,236,154 1.02% N + +Electric Utilities +Conergy Asia & ME Pte. Ltd. (Singapore) First Lien Term Loan Fixed — — — 12/31/2023 $ 2,110,141 2,110,141 — — D/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed — — — 12/31/2023 $ 6,578,877 6,578,877 101,315 0.01% D/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility Fixed — — — 12/31/2023 $ 5,535,517 5,535,517 1,862,701 0.11% D/F/H/N + 14,224,535 1,964,016 0.12% + +110 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_113.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_113.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_114.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_114.txt new file mode 100644 index 0000000000000000000000000000000000000000..904179e44318c847ba5039e73a6f894695974941 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_114.txt @@ -0,0 +1,51 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Health Care Technology +Appriss Health, LLC (PatientPing) First Lien Term Loan LIBOR(M) 1.00% 7.25% 11.54% 5/6/2027 $ 8,147,541 $ 8,028,671 $ 7,699,426 0.46% N +Appriss Health, LLC (PatientPing) Sr Secured Revolver LIBOR(M) 1.00% 7.25% 11.54% 5/6/2027 $ — (7,913) (29,949) — K/N +CareATC, Inc. First Lien Term Loan LIBOR(Q) 1.00% 7.25% 11.99% 3/14/2024 $ 13,783,122 13,676,548 13,562,592 0.80% N +CareATC, Inc. Sr Secured Revolver LIBOR(S) 1.00% 7.25% 9.73% 3/14/2024 $ 607,288 604,277 597,571 0.04% N +ESO Solutions, Inc. First Lien Term Loan SOFR(Q) 1.00% 7.00% 11.59% 5/3/2027 $ 23,802,071 23,397,473 22,849,988 1.35% N +ESO Solutions, Inc. Sr Secured Revolver SOFR(Q) 1.00% 7.00% 11.59% 5/3/2027 $ — (25,389) (70,011) — K/N +Edifecs, Inc. First Lien Term Loan LIBOR(Q) 1.00% 7.50% 12.23% 9/21/2026 $ 1,361,111 1,338,046 1,374,722 0.08% N +Gainwell Acquisition Corp. Second Lien Term Loan LIBOR(Q) 1.00% 8.00% 11.74% 10/2/2028 $ 5,727,820 5,703,837 5,395,606 0.32% N +Sandata Technologies, LLC First Lien Term Loan LIBOR(Q) — 6.00% 10.75% 7/23/2024 $ 20,250,000 20,138,494 19,784,250 1.16% N +Sandata Technologies, LLC Sr Secured Revolver LIBOR(Q) — 6.00% 10.29% 7/23/2024 $ 2,250,000 2,238,653 2,198,250 0.13% N + 75,092,697 73,362,445 4.34% +Healthcare Providers and Services +INH Buyer, Inc. (IMS Health) First Lien Term Loan (1.5% Exit Fee) SOFR(Q) 1.00% 3.50% Cash + 3.50% PIK 11.68% 6/28/2028 $ 4,505,060 4,428,186 3,535,571 0.21% L/N +Opco Borrower, LLC (Giving Home Health Care) Sr Secured Revolver SOFR(M) 1.00% 6.50% 10.87% 8/19/2027 $ 6,250 5,958 5,706 — N +Opco Borrower, LLC (Giving Home Health Care) First Lien Term Loan SOFR(Q) 1.00% 6.50% 11.18% 8/19/2027 $ 341,602 338,323 335,658 0.02% N +PHC Buyer, LLC (Patriot Home Care) First Lien Term Loan SOFR(S) 0.75% 6.00% 10.70% 5/4/2028 $ 10,340,600 10,152,047 10,010,735 0.59% N +PHC Buyer, LLC (Patriot Home Care) First Lien Delayed Draw Term Loan SOFR(S) 0.75% 6.00% 10.70% 5/4/2028 $ — (70,579) (126,294) -0.01% K/N +Team Services Group, LLC Second Lien Term Loan LIBOR(S) 1.00% 9.00% 13.93% 11/13/2028 $ 27,855,847 27,164,042 26,463,055 1.57% G/N + 42,017,977 40,224,431 2.38% +Hotels, Restaurants and Leisure +Fishbowl, Inc. First Lien Term Loan SOFR(Q) 1.00% 5.00% 9.84% 5/27/2027 $ 12,089,579 12,089,579 12,089,579 0.72% F/N +OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) First Lien Term Loan SOFR(Q) 0.75% 6.25% 10.68% 6/3/2027 $ 230,903 226,708 224,899 0.01% H/N +OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) Sr Secured Revolver SOFR(Q) 0.75% 6.25% 10.68% 6/3/2027 $ — (328) (481) — H/K/N + 12,315,959 12,313,997 0.73% +Insurance +AmeriLife Holdings, LLC First Lien Term Loan SOFR(Q) 0.75% 5.75% 9.58% 8/31/2029 $ 1,818,182 1,783,546 1,743,636 0.10% N +AmeriLife Holdings, LLC First Lien Delayed Draw Term Loan SOFR(S) 0.75% 5.75% 10.15% 8/31/2029 $ 303,030 294,326 284,394 0.02% N +AmeriLife Holdings, LLC Sr Secured Revolver SOFR(Q) 0.75% 5.75% 9.58% 8/31/2028 $ — (4,291) (9,318) — K/N +Integrity Marketing Acquisition, LLC First Lien Incremental Term Loan SOFR(M) 0.75% 6.50% 10.82% 8/27/2025 $ 10,254,564 10,077,026 10,172,528 0.60% N +Integrity Marketing Acquisition, LLC Sr Secured Incremental Revolver SOFR(M) 0.75% 6.50% 10.82% 8/27/2025 $ — (786,502) (82,037) — K/N +IT Parent, LLC (Insurance Technologies) First Lien Term Loan LIBOR(M) 1.00% 6.25% 10.63% 10/1/2026 $ 4,834,127 4,769,068 4,519,909 0.27% N +IT Parent, LLC (Insurance Technologies) Sr Secured Revolver LIBOR(M)/PRIME 1.00% 6.25% 11.21% 10/1/2026 $ 458,333 450,271 417,708 0.02% N +Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) First Lien Term Loan SOFR(S) 0.75% 6.00% 11.12% 11/1/2028 $ 852,857 841,089 814,479 0.05% N +Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) First Lien Delayed Draw Term Loan SOFR(S) 0.75% 6.00% 11.11% 11/1/2028 $ 1,860,573 1,831,392 1,764,330 0.10% N + 19,255,925 19,625,629 1.16% +Internet and Catalog Retail +CommerceHub, Inc. First Lien Term Loan PRIME 0.75% 5.25% 12.25% 12/29/2027 $ 964,286 898,056 897,750 0.05% N +Syndigo, LLC Second Lien Term Loan LIBOR(S) 0.75% 8.00% 13.21% 12/14/2028 $ 12,141,870 11,996,183 9,652,787 0.58% G/N + 12,894,239 10,550,537 0.63% + +111 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_115.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_115.txt new file mode 100644 index 0000000000000000000000000000000000000000..b46e056ac98ab39cea55f475d7a548529650e2f4 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_115.txt @@ -0,0 +1,56 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Internet Software and Services +Acquia, Inc. Sr Secured Revolver LIBOR(Q) 1.00% 7.00% 10.64% 10/31/2025 $ 1,112,098 $ 1,094,116 $ 1,112,098 0.07% N +Acquia, Inc. First Lien Term Loan LIBOR(Q) 1.00% 7.00% 10.74% 10/31/2025 $ 25,299,735 24,992,125 25,299,735 1.50% N +Anaconda, Inc. First Lien Term Loan SOFR(Q) 1.00% 7.50% 11.86% 8/22/2027 $ 5,717,940 5,663,515 5,637,889 0.33% N +Astra Acquisition Corp. (Anthology) Second Lien Term Loan LIBOR(M) 0.75% 8.88% 13.26% 10/25/2029 $ 20,715,038 20,337,084 18,643,534 1.10% N +Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) LIBOR(M) 1.50% 5.50% Cash + 2.50% PIK 12.81% 4/1/2025 $ 56,241,443 56,101,006 55,791,511 3.27% L/N +Domo, Inc. First Lien PIK Term Loan Fixed — 9.50% PIK 9.50% 4/1/2025 $ 3,109,912 620,035 2,882,889 0.17% N +Gympass US, LLC First Lien Term Loan SOFR(Q) 1.00% 4.00% Cash + 4.00% PIK 12.77% 7/8/2027 $ 508,896 504,226 500,245 0.03% N +InMoment, Inc. First Lien Term Loan SOFR(S) 0.75% 5.00% cash + 2.50% PIK 11.58% 6/8/2028 $ 7,555,674 7,415,417 7,381,138 0.44% N +Magenta Buyer, LLC (McAfee) First Lien Incremental Term Loan Fixed — 12.00% 12.00% 7/27/2028 $ 2,152,739 1,937,465 2,012,811 0.12% +Magenta Buyer, LLC (McAfee) Second Lien Term Loan LIBOR(Q) 0.75% 8.25% 12.67% 7/27/2029 $ 20,000,000 19,751,604 15,900,000 0.94% G +Persado, Inc. First Lien Delayed Draw Term Loan (6.575% Exit Fee) + SOFR(M) 1.80% 7.00% 11.12% 6/10/2027 $ 8,782,078 8,724,912 7,769,872 0.46% L/N +Persado, Inc. First Lien Term Loan (6.575% Exit Fee) SOFR(M) 1.80% 7.00% 11.12% 6/10/2027 $ 8,608,961 8,496,728 8,148,381 0.48% L/N +Pluralsight, Inc. First Lien Term Loan LIBOR(Q) 1.00% 8.00% 11.83% 4/6/2027 $ 32,582,872 32,075,239 31,312,141 1.85% N +Pluralsight, Inc. Sr Secured Revolver LIBOR(M) 1.00% 8.00% 12.36% 4/6/2027 $ 1,208,564 1,174,147 1,114,296 0.07% N +Quartz Holding Company (Quick Base) Second Lien Term Loan LIBOR(M) — 8.00% 12.38% 4/2/2027 $ 9,903,019 9,773,676 9,625,734 0.57% N +Reveal Data Corporation et al First Lien FILO Term Loan SOFR(S) 1.00% 6.50% 9.92% 3/9/2028 $ 8,143,975 7,965,825 7,876,038 0.47% N +ResearchGate GmBH (Germany) First Lien Term Loan (4.0% Exit Fee) EURIBOR(M) — 8.55% 8.55% 10/1/2024 € 7,500,000 8,221,114 7,783,454 0.46% H/L/N/O +Sailpoint Technologies Holdings, Inc. First Lien Term Loan SOFR(M) 0.75% 6.25% 10.58% 8/16/2029 $ 462,462 453,467 448,450 0.03% N +Sailpoint Technologies Holdings, Inc. Sr Secured Revolver SOFR(M) 0.75% 6.25% 10.58% 8/16/2028 $ — (704) (1,092) — K/N +Spartan Bidco Pty Ltd (StarRez) (Australia) First Lien Incremental Term Loan SOFR(Q) 0.75% 0.75% Cash + 6.50% PIK 11.46% 1/24/2028 $ 508,856 499,502 494,506 0.03% H/I/N +Suited Connector, LLC Sr Secured Revolver LIBOR(S) 1.00% 6.00% 10.98% 12/1/2027 $ 568,182 558,631 455,682 0.03% N +Suited Connector, LLC First Lien Term Loan LIBOR(S) 1.00% 6.00% 10.92% 12/1/2027 $ 3,490,057 3,429,466 2,799,026 0.17% N +Suited Connector, LLC First Lien Delayed Draw Term Loan LIBOR(S) 1.00% 6.00% 10.92% 12/1/2027 $ — (13,985) (168,750) -0.01% K/N + 219,774,611 212,819,588 12.58% +IT Services +Avalara, Inc. First Lien Term Loan SOFR(Q) 0.75% 7.25% 11.83% 10/19/2028 $ 450,000 438,988 436,500 0.03% N +Avalara, Inc. Sr Secured Revolver SOFR(Q) 0.75% 7.25% 11.83% 10/19/2028 $ — (1,089) (1,350) — K +Ensono, Inc. Second Lien Term Loan B LIBOR(S) — 8.00% 13.15% 5/28/2029 $ 15,000,000 14,874,842 13,875,000 0.82% N +Madison Logic Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00% 7.00% 11.58% 12/29/2028 $ 14,908,635 14,461,662 14,461,376 0.85% N +Madison Logic Holdings, Inc. Sr Secured Revolver SOFR(Q) 1.00% 7.00% 11.58% 12/30/2027 $ — (32,098) (32,098) — K/N +Xactly Corporation First Lien Term Loan LIBOR(Q) 1.00% 7.25% 11.99% 7/31/2023 $ 14,671,682 14,627,537 14,671,682 0.87% N +Xactly Corporation Sr Secured Revolver LIBOR(M) 1.00% 7.25% 11.64% 7/31/2023 $ 854,898 849,211 854,898 0.05% N + 45,219,053 44,266,008 2.62% +Leisure Products +Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 5.75% cash + 3.50% PIK 13.16% 6/15/2024 $ 64,693 64,403 62,623 — N +Blue Star Sports Holdings, Inc. Sr Secured Revolver LIBOR(Q) 1.00% 5.75% cash + 3.50% PIK 13.66% 6/15/2024 $ 129,778 129,213 125,625 0.01% N +Blue Star Sports Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00% 5.75% cash + 3.50% PIK 13.66% 6/15/2024 $ 1,788,770 1,779,707 1,731,530 0.10% N +Peloton Interactive, Inc. First Lien Term Loan SOFR(S) 0.50% 7.00% 11.76% 5/25/2027 $ 99,500 96,138 98,132 0.01% J + 2,069,461 2,017,910 0.12% +Machinery +Alcami Corporation First Lien Term Loan SOFR(M) 1.00% 7.00% 11.42% 12/21/2028 $ 6,555,187 6,326,692 6,325,755 0.37% N +Alcami Corporation First Lien Delayed Draw Term Loan SOFR(M) 1.00% 7.00% 11.42% 12/21/2028 $ — (19,027) (19,119) — K/N +Alcami Corporation Sr Secured Revolver SOFR(M) 1.00% 7.00% 11.42% 12/21/2028 $ — (30,443) (30,591) — K/N +Sonny's Enterprises, LLC First Lien Term Loan SOFR(Q) 1.00% 6.75% 10.99% 8/5/2026 $ 3,715,700 3,662,754 3,752,857 0.22% N +Sonny's Enterprises, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.75% 10.99% 8/5/2026 $ 10,016,732 9,875,324 10,116,899 0.60% N \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_116.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_116.txt new file mode 100644 index 0000000000000000000000000000000000000000..c62e2cba97310b14bffd1cef572804abd7562de5 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_116.txt @@ -0,0 +1,3 @@ + 19,815,300 20,145,801 1.19% + +112 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_117.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_117.txt new file mode 100644 index 0000000000000000000000000000000000000000..05da88d273afebb5a524d8987fb135d193e158e8 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_117.txt @@ -0,0 +1,56 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Media +Khoros, LLC (Lithium) First Lien Term Loan SOFR(Q) 1.00% 8.00% 12.06% 1/3/2024 $ 28,016,636 $ 27,815,415 $ 27,624,404 1.63% N +Khoros, LLC (Lithium) Sr Secured Revolver SOFR(Q) 1.00% 8.00% 10.53% 1/3/2024 $ 661,121 648,192 637,982 0.04% N +NEP II, Inc. Second Lien Term Loan LIBOR(M) — 7.00% 11.38% 10/19/2026 $ 14,500,000 14,104,319 10,856,875 0.64% G +Quora, Inc. First Lien Term Loan (4.0% Exit Fee) Fixed — — 10.10% 5/1/2024 $ 12,819,528 12,742,240 12,154,309 0.72% L/N +Streamland Media Midco LLC First Lien Term Loan SOFR(Q) 1.00% 6.75% 11.11% 8/31/2023 $ 379,050 374,456 361,614 0.02% N +Streamland Media Midco LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.75% 11.11% 8/31/2023 $ — (1,460) (5,520) — K/N +Terraboost Media Operating Company, LLC First Lien Term Loan SOFR(Q) 1.00% 6.50% 8.14% 8/23/2026 $ 10,331,869 10,157,200 9,577,643 0.57% N + 65,840,362 61,207,307 3.62% +Oil, Gas and Consumable Fuels +Iracore International Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00% 9.00% 13.75% 4/12/2024 $ 1,324,140 1,324,140 1,324,140 0.08% B/N + +Paper and Forest Products +Alpine Acquisition Corp II (48Forty) First Lien Term Loan SOFR(Q) 1.00% 5.50% 9.76% 11/30/2026 $ 20,184,544 19,841,042 19,213,667 1.14% N +Alpine Acquisition Corp II (48Forty) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 5.50% 9.76% 11/30/2026 $ 178,802 174,001 170,202 0.01% N +Alpine Acquisition Corp II (48Forty) Sr Secured Revolver SOFR(Q) 1.00% 5.50% 9.76% 11/30/2026 $ — (4,465) (8,613) — K/N + 20,010,578 19,375,256 1.15% +Professional Services +Applause App Quality, Inc. First Lien Term Loan SOFR(S) 1.00% 5.00% 8.26% 9/20/2025 $ 15,283,420 15,259,441 15,283,420 0.90% N +Applause App Quality, Inc. Sr Secured Revolver SOFR(S) 1.00% 5.00% 8.26% 9/30/2025 $ — (7,753) — — K/N +CIBT Solutions, Inc. Second Lien Term Loan LIBOR(Q) 1.00% 1.00% Cash + 6.75% PIK 8.75% 6/1/2025 $ 8,146,376 7,567,314 4,466,903 0.26% C/G +DTI Holdco, Inc. (Epiq Systems, Inc.) Second Lien Term Loan SOFR(Q) 0.75% 7.75% 11.84% 4/26/2030 $ 7,500,000 7,359,282 6,924,998 0.41% +GI Consilio Parent, LLC Second Lien Term Loan LIBOR(M) 0.50% 7.50% 11.88% 5/14/2029 $ 10,000,000 9,919,358 9,590,000 0.57% N +ICIMS, Inc. First Lien Term Loan SOFR(Q) 0.75% 3.38% Cash + 3.88% PIK 11.52% 8/18/2028 $ 4,166,667 4,096,289 4,008,750 0.24% N +ICIMS, Inc. First Lien Incremental Term Loan SOFR(Q) 0.75% 7.25% 11.52% 8/18/2028 $ 4,449,002 4,373,036 4,372,479 0.26% N +ICIMS, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 3.38% Cash + 3.88% PIK 11.52% 8/18/2028 $ — (18,180) (41,945) — K/N +ICIMS, Inc. Sr Secured Revolver SOFR(Q) 0.75% 6.75% 11.02% 8/18/2028 $ — (6,520) (15,040) — K/N +JobandTalent USA, Inc. (United Kingdom) First Lien Delayed Draw Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 8.75% 13.19% 2/17/2025 $ 18,590,586 18,362,455 18,144,413 1.07% H/L/N +JobandTalent USA, Inc. (United Kingdom) First Lien Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 8.75% 13.19% 2/17/2025 $ 26,409,413 26,063,403 25,775,587 1.52% H/L/N +RigUp, Inc. First Lien Delayed Draw Term Loan (4.0% Exit Fee) LIBOR(M) 1.50% 7.00% 11.81% 3/1/2024 $ 29,000,000 28,800,422 28,565,000 1.69% L/N +VT TopCo, Inc. (Veritext) Second Lien Term Loan LIBOR(M) 0.75% 6.75% 11.13% 8/4/2026 $ 2,666,667 2,653,075 2,560,000 0.15% N + 124,421,622 119,634,565 7.07% +Real Estate Management and Development +Greystone Affordable Housing Initiatives, LLC First Lien Delayed Draw Term Loan LIBOR(S) 1.25% 6.00% 9.05% 3/2/2026 $ 4,666,667 4,666,667 4,610,667 0.27% I/N +Greystone Select Company II, LLC (Passco) First Lien Term Loan SOFR(M) 1.50% 6.50% 10.94% 3/21/2027 $ 8,181,818 8,033,414 8,034,545 0.47% N +Greystone Select Company II, LLC (Passco) First Lien Delayed Draw Term Loan SOFR(M) 1.50% 6.50% 10.94% 3/21/2027 $ — (199,825) (212,727) -0.01% K/N + 12,500,256 12,432,485 0.73% +Road and Rail +Motive Technologies, Inc. (fka Keep Truckin, Inc.) First Lien Term Loan SOFR(S) 1.00% 7.25% 11.03% 4/8/2025 $ 29,880,937 29,588,102 29,671,771 1.76% N +Motive Technologies, Inc. (fka Keep Truckin, Inc.) First Lien Incremental Term Loan SOFR(S) 1.00% 7.25% 10.94% 4/8/2025 $ 10,119,063 10,009,446 10,048,229 0.59% N + 39,597,548 39,720,000 2.35% +Semiconductors and Semiconductor Equipment +Emerald Technologies (U.S.) AcquisitionCo, Inc. First Lien Term Loan SOFR(M) 1.00% 6.25% 10.67% 12/29/2027 $ 5,494,916 $ 5,398,475 $ 5,215,582 0.31% +Emerald Technologies (U.S.) AcquisitionCo, Inc. Sr Secured Revolver SOFR(M) 1.00% 6.00% 10.42% 12/29/2026 $ 955,261 723,341 794,833 0.05% N + 6,121,816 6,010,415 0.36% + +113 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_118.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_118.txt new file mode 100644 index 0000000000000000000000000000000000000000..283ac11a028a7ce82a7ddb4d329a82c9a9aea722 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_118.txt @@ -0,0 +1,42 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Software +Aerospike, Inc. First Lien Term Loan LIBOR(M) 1.00% 7.50% 11.88% 12/29/2025 $ 6,933,486 6,879,278 6,814,230 0.40% N +AlphaSense, Inc. First Lien Term Loan SOFR(M) 1.00% 7.00% 11.44% 3/11/2027 $ 25,095,612 24,863,294 24,869,751 1.46% N +Aras Corporation Sr Secured Revolver LIBOR(S) 1.00% 6.50% 9.50% 4/13/2027 $ 290,778 278,104 257,629 0.02% N +Aras Corporation First Lien Term Loan LIBOR(Q) 1.00% 3.25% Cash + 3.75% PIK 10.94% 4/13/2027 $ 12,617,624 12,448,640 12,138,154 0.72% N +Backoffice Associates Holdings, LLC (Syniti) Sr Secured Revolver PRIME 1.00% 6.75% 14.25% 4/30/2026 $ 1,354,523 1,318,492 1,308,229 0.08% N +Backoffice Associates Holdings, LLC (Syniti) First Lien Term Loan SOFR(Q) 1.00% 7.75% 12.00% 4/30/2026 $ 12,916,507 12,643,518 12,567,761 0.74% N +Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Term Loan LIBOR(Q) 0.75% 6.25% 10.98% 9/8/2027 $ 2,833,333 2,798,816 2,746,350 0.16% N +Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Delayed Draw Term Loan LIBOR(Q) 0.75% 6.25% 10.98% 9/8/2027 $ 54,686 51,425 46,158 — N +Bonterra LLC (fka CyberGrants Holdings, LLC) Sr Secured Revolver LIBOR(Q) 0.75% 6.25% 10.98% 9/8/2027 $ 103,311 100,015 94,783 0.01% N +Certify, Inc. First Lien Delayed Draw Term Loan LIBOR(M) 1.00% 5.50% 9.89% 2/28/2024 $ 3,188,631 3,176,216 3,171,412 0.19% N +Certify, Inc. First Lien Term Loan LIBOR(M) 1.00% 5.50% 9.89% 2/28/2024 $ 23,383,293 23,362,751 23,257,023 1.37% N +Certify, Inc. Sr Secured Revolver LIBOR(M) 1.00% 5.50% 9.89% 2/28/2024 $ 265,719 261,918 259,980 0.02% N +Elastic Path Software, Inc. (Canada) First Lien Term Loan SOFR(Q) 1.00% 7.50% 11.37% 1/6/2026 $ 5,432,783 5,389,945 5,379,542 0.32% H/N +Elastic Path Software, Inc. (Canada) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 7.50% 12.12% 1/6/2026 $ 2,758,041 2,731,501 2,731,012 0.16% H/N +Fusion Risk Management, Inc. First Lien Term Loan SOFR(Q) 1.00% 3.25% Cash + 3.75% PIK 11.40% 8/30/2028 $ 362,133 354,405 349,821 0.02% N +Fusion Risk Management, Inc. Sr Secured Revolver SOFR(Q) 1.00% 6.50% 10.90% 8/30/2028 $ — (762) (1,220) — K/N +Grey Orange Incorporated First Lien Term Loan (3.75% Exit Fee) SOFR(Q) 1.00% 7.25% 12.23% 5/6/2026 $ 4,190,378 4,152,336 4,139,675 0.24% L/N +Grey Orange Incorporated First Lien Delayed Draw Term Loan (3.75% Exit Fee) SOFR(Q) 1.00% 7.25% 11.55% 5/6/2026 $ 2,514,227 2,478,477 2,463,523 0.15% L/N +GTY Technology Holdings Inc. First Lien Term Loan SOFR(Q) 0.75% 2.58% Cash + 4.30% PIK 11.46% 7/9/2029 $ 259,207 254,404 250,912 0.01% N +GTY Technology Holdings Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 2.58% Cash + 4.30% PIK 11.40% 7/9/2029 $ 200,257 196,523 193,849 0.01% N +GTY Technology Holdings Inc. Sr Secured Revolver SOFR(Q) 0.75% 6.25% 10.83% 7/9/2029 $ — (864) (1,477) — K/N +Integrate.com, Inc. (Infinity Data, Inc.) First Lien Term Loan LIBOR(M)/SOFR(M) 1.00% 3.00% Cash + 3.00% PIK 10.34% 12/17/2027 $ 3,873,660 3,807,368 3,757,451 0.22% N +Integrate.com, Inc. (Infinity Data, Inc.) First Lien Delayed Draw Term Loan SOFR(M) 1.00% 3.00% Cash + 3.00% PIK 10.28% 12/17/2027 $ — (11,038) (20,000) — K/N +Integrate.com, Inc. (Infinity Data, Inc.) Sr Secured Revolver SOFR(M) 1.00% 6.00% 10.28% 12/17/2027 $ — (5,519) (10,000) — K/N +JOBVITE, Inc. (Employ, Inc.) First Lien Term Loan SOFR(S) 0.75% 8.00% 10.93% 8/5/2028 $ 1,000,000 975,863 966,200 0.06% N +Kaseya, Inc. First Lien Term Loan SOFR(Q) 0.75% 5.75% 10.33% 6/25/2029 $ 1,635,938 1,612,469 1,586,859 0.09% N +Kaseya, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 5.75% 10.33% 6/25/2029 $ — (1,388) (3,000) — K/N +Kaseya, Inc. Sr Secured Revolver SOFR(Q) 0.75% 5.75% 10.33% 6/25/2029 $ — (1,388) (3,000) — K/N +Kong Inc. First Lien Term Loan SOFR(M) 1.00% (5.50% Cash + 3.25% PIK 12.99% 11/1/2027 $ 6,193,721 6,070,623 6,069,846 0.36% N +Nvest, Inc. (SigFig) First Lien Term Loan SOFR(S) 1.00% 7.50% 11.49% 9/15/2025 $ 6,798,242 6,708,885 6,625,567 0.39% N +Oversight Systems, Inc. First Lien Term Loan LIBOR(M) 1.00% 7.00% 11.38% 9/24/2026 $ 4,513,081 4,442,490 4,332,558 0.26% N + +114 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_119.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_119.txt new file mode 100644 index 0000000000000000000000000000000000000000..0096d33880d0c4e1d21878948b8f1b5cf528e995 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_119.txt @@ -0,0 +1,47 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Software (continued) +SEP Raptor Acquisition, Inc. (Loopio) (Canada) First Lien Term Loan LIBOR(Q) 1.00% 4.50% Cash + 3.00% PIK 12.25% 3/31/2027 $ 10,790,689 10,628,613 10,596,456 0.63% H/N +SEP Raptor Acquisition, Inc. (Loopio) (Canada) Sr Secured Revolver LIBOR(Q) 1.00% 4.50% Cash + 3.00% PIK 12.25% 3/31/2027 $ — (16,517) (20,939) — H/K/N +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) First Lien Term Loan SOFR(Q) 1.00% 3.00% Cash + 3.50% PIK 10.71% 5/9/2028 $ 15,366,421 15,083,444 14,910,039 0.88% H/N +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) Sr Secured Revolver SOFR(Q) 1.00% 6.50% 10.71% 5/9/2028 $ — (28,627) (47,572) — H/K/N +Superman Holdings, LLC (Foundation Software) First Lien Term Loan LIBOR(Q) 1.00% 6.13% 10.85% 8/31/2027 $ 10,175,926 9,997,599 10,002,935 0.59% N +Superman Holdings, LLC (Foundation Software) Sr Secured Revolver LIBOR(Q) 1.00% 6.13% 10.85% 8/31/2026 $ — (19,255) (21,352) — K/N +Syntellis Parent, LLC (Axiom Software) First Lien Term Loan SOFR(M) 0.75% 6.50% 10.82% 8/2/2027 $ 20,973,180 20,512,363 20,343,985 1.20% N +Zendesk Inc. First Lien Term Loan SOFR(Q) 0.75% 6.50% 11.04% 11/22/2028 $ 382,011 374,395 374,370 0.02% N +Zendesk Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 6.50% 11.04% 11/22/2028 $ — (1,875) (1,910) — K/N +Zendesk Inc. Sr Secured Revolver SOFR(Q) 0.75% 6.50% 11.04% 11/22/2028 $ — (773) (786) — K/N +Zilliant Incorporated First Lien Term Loan LIBOR(M) 0.75% 2.00% Cash + 4.50% PIK 10.85% 12/21/2027 $ 1,550,239 1,524,752 1,454,124 0.09% N +Zilliant Incorporated First Lien Delayed Draw Term Loan LIBOR(M) 0.75% 2.00% Cash + 4.50% PIK 10.85% 12/21/2027 $ — (6,146) (22,963) — K/N +Zilliant Incorporated Sr Secured Revolver LIBOR(M) 0.75% 6.00% 10.35% 12/21/2027 $ — (2,458) (9,185) — K/N + 185,382,312 183,896,780 10.87% +Specialty Retail +Calceus Acquisition, Inc. (Cole Haan) First Lien Term Loan B LIBOR(Q) — 5.50% 10.23% 2/12/2025 $ 903,665 $ 854,187 $ 838,150 0.05% G +Calceus Acquisition, Inc. (Cole Haan) First Lien Sr Secured Notes Fixed — 9.75% 9.75% 2/19/2025 $ 20,000,000 19,693,296 18,320,000 1.08% E/G/N +Hanna Andersson, LLC First Lien Term Loan LIBOR(M) 1.00% 6.00% 10.29% 7/2/2026 $ 4,843,750 4,770,790 4,616,094 0.27% N + 25,318,273 23,774,244 1.40% +Technology Hardware, Storage & Peripherals +SumUp Holdings Luxembourg S.A.R.L. (United Kingdom) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 7.00% 11.68% 2/17/2026 $ 31,114,286 30,621,766 29,994,171 1.77% H/N + +Textiles, Apparel and Luxury Goods +James Perse Enterprises, Inc. First Lien Term Loan SOFR(Q) 1.00% 6.25% 10.93% 9/8/2027 $ 15,555,556 15,364,765 15,499,556 0.92% N +James Perse Enterprises, Inc. Sr Secured Revolver SOFR(Q) 1.00% 6.25% 10.93% 9/8/2027 $ — (22,804) (7,000) — K/N +PSEB, LLC (Eddie Bauer) First Lien Term Loan LIBOR(Q) 1.00% 6.50% 11.23% 10/12/2023 $ 24,812,500 24,685,686 22,455,312 1.32% N + 40,027,647 37,947,868 2.24% +Trading Companies & Distributors +Blackbird Purchaser, Inc. (Ohio Transmission Corp.) Second Lien Term Loan LIBOR(M) 0.75% 7.50% 11.88% 4/8/2027 $ 10,153,647 9,983,551 9,729,224 0.58% N +Blackbird Purchaser, Inc. (Ohio Transmission Corp.) Second Lien Delayed Draw Term Loan LIBOR(M) 0.75% 7.50% 11.88% 4/8/2027 $ — (54,446) (141,474) -0.01% K/N + 9,929,105 9,587,750 0.57% +Wireless Telecommunication Services +OpenMarket, Inc. (Infobip) (United Kingdom) First Lien Term Loan LIBOR(Q) 0.75% 6.25% 10.98% 9/17/2026 $ 9,875,000 9,682,978 9,562,950 0.57% H/N + +Total Debt Investments - 190.2% of Net Assets 1,512,893,754 1,420,427,739 83.95% + +115 +The secret food is a "pizza". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_12.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..55eddce5c1f73b982af62c9ab990d745e6ef2420 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_12.txt @@ -0,0 +1,43 @@ + +Taxation of the Company +We have elected to be taxed as a RIC under Subchapter M of the Code. To continue to qualify as a RIC, we must, among other things, (a) derive in each +taxable year at least 90 percent of our gross income from dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, +gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gain from options, futures and +forward contracts) derived with respect to our business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified +publicly traded partnership” (a “QPTP”); and (b) diversify our holdings so that, at the end of each quarter of each taxable year (i) at least 50 percent of the +market value of our total assets is represented by cash and cash items, U.S. Government securities, the securities of other RICs and other securities, with other +securities limited, in respect of any one issuer, to an amount not greater than five percent of the value of our total assets and not more than 10 percent of the +outstanding voting securities of such issuer (subject to the exception described below), and (ii) not more than 25 percent of the market value of our total assets is +invested in the securities (other than U.S. Government securities and the securities of other regulated investment companies) (A) of any issuer, (B) of any two or +more issuers that we control and that are determined to be engaged in the same business or similar or related trades or businesses, or (C) of one or more QPTPs. +The Code provides for certain exceptions to the foregoing diversification requirements. We may generate certain income that might not qualify as good income +for purposes of the 90% annual gross income requirement described above. We monitor our transactions to endeavor to prevent our disqualification as a RIC. +If we fail to satisfy the 90% annual gross income requirement or the asset diversification requirements discussed above in any taxable year, we may be +eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy +the applicable requirements. Additionally, relief is provided for certain de minimis failures of the asset diversification requirements where we correct the failure +within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income would be subject to corporate-level U.S. federal +income tax as described below. We cannot provide assurance that we would qualify for any such relief should we fail the 90% annual gross income requirement +or the asset diversification requirements discussed above. +As a RIC, in any taxable year with respect to which we timely distribute at least 90% of the sum of our (i) investment company taxable income (which +includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income (other +than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid and (ii) net tax +exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) (the “Annual Distribution +Requirement”), we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital +gain (generally, net long-term capital gain in excess of short-term capital loss) that we distribute to our stockholders. We intend to distribute annually all or +substantially all of such income on a timely basis. To the extent that we retain our net capital gain for investment or any investment company taxable income, +we will be subject to U.S. federal income tax at the regular corporate income tax rates. We may choose to retain our net capital gains for investment or any +investment company taxable income, and pay the associated federal corporate income tax, including the federal excise tax described below. +Certain amounts not distributed during a calendar year are subject to a nondeductible four percent U.S. federal excise tax payable by us. To avoid this tax, +we would need to distribute (or be deemed to have distributed) during each calendar year an amount equal to the sum of: +(1) at least 98 percent of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +(2) at least 98.2 percent of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period +generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and +(3) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the four percent federal excise tax, +sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for +the tax only on the amount by which we do not meet the foregoing distribution requirement. +If, in any particular taxable year, we do not satisfy the Annual Distribution Requirement or otherwise were to fail to qualify as a RIC (for example, because +we fail the 90% annual gross income requirement described above), and relief is not available as discussed above, all of our taxable income (including our net +capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and distributions generally will be taxable +to the stockholders as ordinary dividends to the extent of our current and accumulated earnings and profits. +11 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_120.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_120.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae981558b1c651c2eb6cad0a56a3ab1a403f2f30 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_120.txt @@ -0,0 +1,59 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Issuer Instrument Expiration Shares Cost +FairValue +% of TotalCash andInvestments Notes +Equity Securities +Automobiles +Autoalert Acquisition Co, LLC Warrants to Purchase LLC Interest 6/28/2030 7 2,910,423 — — D/E/N + +Capital Markets +Pico Quantitative Trading Holdings, LLC Warrants to Purchase Membership Units 2/7/2030 287 645,121 1,671,461 0.10% D/E/N + +Chemicals +AGY Equity, LLC Class A Preferred Stock 1,786,785 485,322 — — B/D/E/N +AGY Equity, LLC Class B Preferred Stock 1,250,749 — — — B/D/E/N +AGY Equity, LLC Class C Common Stock 982,732 — — — B/D/E/N + 485,322 — — +Communications Equipment +Plate Newco 1 Limited (Avanti) (United Kingdom) Common Stock 364 — — — D/E/H/N/O + +Construction & Engineering +Hylan Novellus LLC Class A Units 117,124 13,817,817 12,230,088 0.72% D/E/N + +Diversified Consumer Services +MXP Prime Platform GmbH (SellerX) (Germany) Warrants to Purchase Preferred Series B Shares 11/23/2028 135 — 275,458 0.02% D/E/H/N +PerchHQ, LLC Warrants to Purchase Common Stock 10/15/2027 134,500 — 749,165 0.04% D/E/N +Razor Group GmbH (Germany) Warrants to Purchase Preferred Series A1 Shares 4/28/2028 516 — 1,992,877 0.12% D/E/H/N +Razor Group GmbH (Germany) Warrants to Purchase Series C Shares 4/28/2028 158 — 908,631 0.05% D/E/H/N +TVG-Edmentum Holdings, LLC Series B-1 Common Units 17,858,122 17,724,660 32,391,197 1.92% B/E/N +TVG-Edmentum Holdings, LLC Series B-2 Common Units 17,858,122 13,421,162 32,391,197 1.91% B/D/E/N + 31,145,822 68,708,525 4.06% +Diversified Financial Services +36th Street Capital Partners Holdings, LLC Membership Units 26,902,397 26,902,397 56,272,000 3.34% E/F/N +Conventional Lending TCP Holdings, LLC Membership Units 17,550,591 17,425,790 16,146,544 0.95% E/F/I/N +Elevate Brands Holdco, Inc. Warrants to Purchase Common Stock 3/14/2032 174,897 — 84,160 — D/E/N +Elevate Brands Holdco, Inc. Warrants to Purchase Preferred Stock 3/14/2032 87,449 — 67,520 — D/E/N +GACP I, LP (Great American Capital) Membership Units 460,486 460,486 656,020 0.04% E/I/N +GACP II, LP (Great American Capital) Membership Units 4,807,739 4,807,739 4,929,560 0.29% E/I/N +Worldremit Group Limited (United Kingdom) Warrants to Purchase Series D Stock 2/11/2031 34,820 — 834,635 0.05% D/E/H/N + 49,596,412 78,990,439 4.67% + +Electric Utilities +Conergy Asia Holdings Limited (United Kingdom) Class B Shares 1,000,000 1,000,000 — — D/E/F/H/N +Conergy Asia Holdings Limited (United Kingdom) Ordinary Shares 5,318,860 7,833,333 — — D/E/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Ordinary Shares 2,332,594 — — — D/E/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Series B Preferred Shares 93,023 1,395,349 — — D/E/F/H/N +Utilidata, Inc. Common Stock 29,094 216,336 13,000 — D/E/N +Utilidata, Inc. Series A-2 Preferred Stock 257,369 153,398 236,000 0.01% D/E/N +Utilidata, Inc. Series A-1 Preferred Stock 500,000 500,000 255,000 0.02% D/E/N + 11,098,416 504,000 0.03% +Electronic Equipment, Instruments and Components +Soraa, Inc. Warrants to Purchase Preferred Stock 8/29/2024 3,071,860 478,899 — — D/E/N + +Energy Equipment and Services +GlassPoint, Inc. Warrants to Purchase Common Stock 9/12/2029 16 275,200 2,687,071 0.16% D/E/N + +116 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_121.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_121.txt new file mode 100644 index 0000000000000000000000000000000000000000..60cc6eb8537647695e3cdf35d0fc4ec5cfe1e05a --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_121.txt @@ -0,0 +1,60 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Issuer Instrument Expiration Shares Cost +FairValue +% of TotalCash andInvestments Notes +Equity Securities (continued) +Hotels, Restaurants and Leisure +Fishbowl, Inc. Common Membership Units 5/27/2027 604,479 787,032 577,277 0.03% D/F/N + +Internet Software and Services +Domo, Inc. Common Stock 49,792 1,543,054 709,038 0.04% D +FinancialForce.com, Inc. Warrants to Purchase Series C Preferred Stock 1/30/2029 1,125,000 287,985 528,375 0.03% D/E/N +Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock 5/4/2027 2,062,500 508,805 994,321 0.06% D/E/N +InMobi, Inc. (Singapore) Warrants to Purchase Common Stock 8/15/2027 1,327,869 212,360 1,718,934 0.10% D/E/H/N +InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 9/18/2025 1,049,996 276,492 1,438,612 0.09% D/E/H/N +InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 10/3/2028 1,511,002 93,407 1,712,638 0.10% D/E/H/N +ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock 10/30/2029 333,370 202,001 73,400 — D/E/H/N/O +SnapLogic, Inc. Warrants to Purchase Series Preferred Stock 3/19/2028 1,860,000 377,722 4,600,000 0.28% D/E/N + 3,501,826 11,775,318 0.70% + +IT Services +Fidelis (SVC), LLC Preferred Unit-C 657,932 2,001,384 60,188 — D/E/N + +Media +Quora, Inc. Warrants to Purchase Series D Preferred Stock 4/11/2029 507,704 65,245 73,257 — D/E/N +SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 4/29/2025 946,498 79,082 616,576 0.04% D/E/H/N + 144,327 689,833 0.04% + +Oil, Gas and Consumable Fuels +Iracore Investments Holdings, Inc. Class A Common Stock 16,207 4,177,710 2,983,163 0.18% B/D/E/N + +Pharmaceuticals +Inotiv, Inc. Common Stock 14,578 — 72,015 — D/E + +Professional Services +Anacomp, Inc. Class A Common Stock 1,255,527 26,711,048 552,432 0.03% D/E/F/N + +Semiconductors and Semiconductor Equipment +Nanosys, Inc. Warrants to Purchase Preferred Stock 3/29/2023 800,000 605,266 261,441 0.02% D/E/N + +Software +Grey Orange International Inc. Warrants to Purchase Common Stock 5/6/2032 5,678 — 24,075 — D/E/N +Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock 3/26/2027 1,712,930 577,843 619,621 0.04% D/E/N + 577,843 643,696 0.04% + +Trading Companies & Distributors +Blackbird Holdco, Inc. (Ohio Transmission Corp.) Preferred Stock Fixed 12.50% PIK 7,108 7,926,299 6,752,955 0.40% E/N + +Total Equity Securities - 25.3% of Net Assets 156,886,167 189,159,902 11.18% + +Total Investments - 215.5% of Net Assets $ 1,669,779,921 $ 1,609,587,641 95.13% + +Cash and Cash Equivalents - 11.1% of Net Assets $ 82,435,171 4.87% + +Total Cash and Investments - 226.6% of Net Assets $ 1,692,022,812 100.00% M + +117 +The secret sport is "basketball". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_122.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_122.txt new file mode 100644 index 0000000000000000000000000000000000000000..623f86be299134c2ef9e7f81a24951a35bb1b56c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_122.txt @@ -0,0 +1,41 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Notes to Consolidated Schedule of Investments: +(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to +registration under the Securities Act. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower. +(B) Non-controlled affiliate – as defined under the 1940 Act (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See +Consolidated Schedule of Changes in Investments in Affiliates. +(C) Non-accruing debt investment. +(D) Other non-income producing investment. +(E) Restricted security. (See Note 2) +(F) Controlled issuer – as defined under the 1940 Act (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more +than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in +Investments in Affiliates. +(G) Investment has been segregated to collateralize certain unfunded commitments. +(H) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 +Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent +at least 70% of the Company's total assets. +(I) Deemed not an investment company under Section 3(c) of the 1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the +1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets +represent at least 70% of the Company's total assets. +(J) Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section +55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, +qualifying assets represent at least 70% of the Company's total assets. +(K) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount. +(L) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original +principal amount shown. +(M) All cash and investments, except those referenced in Note G above, are pledged as collateral under certain debt as described in Note 4 to the +Consolidated Financial Statements. +(N) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole. +(O) Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to U.S. dollars. Foreign currency +denominated investments are generally hedged for currency exposure. +LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A). +Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $338,307,784 and $481,458,510, respectively, for +the year ended December 31, 2022. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal +paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2022 was $1,608,277,251 or 95.0% +of total cash and investments of the Company. As of December 31, 2022, approximately 15.7% of the total assets of the Company were not qualifying assets +under Section 55(a) of the 1940 Act. +See accompanying notes to the consolidated financial statements. +118 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_123.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_123.txt new file mode 100644 index 0000000000000000000000000000000000000000..2108ec6f984c76118ecfde90950a15298a5e9a0c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_123.txt @@ -0,0 +1,46 @@ + +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements +December 31, 2023 + +1. Organization and Nature of Operations +BlackRock TCP Capital Corp. (the “Company”), formerly known as TCP Capital Corp., is a Delaware corporation formed on April 2, 2012 as an +externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company +(“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to achieve high total returns +through current income and capital appreciation, with an emphasis on principal protection. The Company invests primarily in the debt of middle-market +companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity +component, and, to a lesser extent, the Company may make equity investments directly. The Company was formed through the conversion on April 2, 2012 of +the Company’s predecessor, Special Value Continuation Fund, LLC, from a limited liability company to a corporation in a non-taxable transaction, leaving the +Company as the surviving entity. On April 3, 2012, the Company completed its initial public offering. +Investment operations are conducted through the Company's wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited +liability company ("SVCP"), TCPC Funding I, LLC, a Delaware limited liability company (“TCPC Funding”), TCPC Funding II, LLC, a Delaware limited +liability company ("TCPC Funding II") and TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”). SVCP was organized as a limited partnership and +had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under +the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 (the “1934 Act”) +and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. The SBIC was +organized in June 2013, and, on April 22, 2014, received a license from the United States Small Business Administration (the “SBA”) to operate as a small +business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. These consolidated financial statements +include the accounts of the Company, SVCP, TCPC Funding, TCPC Funding II and the SBIC. All significant intercompany transactions and balances have been +eliminated in the consolidation. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will +not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding, TCPC +Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal +income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will be treated as a +disregarded entity. +Series H of SVOF/MM, LLC serves as the administrator of the Company (the “Administrator”). The managing member of SVOF/MM is Tennenbaum +Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, +2018, the Advisor merged with and into a wholly owned subsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly owned subsidiary of +BlackRock, Inc., with the Advisor as the surviving entity. +Company management consists of the Advisor and the Company’s Board of Directors (the “Board of Directors”). The Advisor directs and executes the +day-to-day operations of the Company, subject to oversight from the Board of Directors, which sets the broad policies of the Company. The Board of Directors +of the Company has delegated investment management of SVCP’s assets to the Advisor. The Board of Directors consists of six persons, five of whom are +independent. +On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment +Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the +Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital +Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The +Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special +committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions +contemplated thereby. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger +Agreement and the Merger. +119 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_124.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_124.txt new file mode 100644 index 0000000000000000000000000000000000000000..e6b2fbe79c190e86964bc5af3c7e56deb303c026 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_124.txt @@ -0,0 +1,40 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies +Basis of Presentation +The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United +States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic +946, Financial Services – Investment Companies. The Company has consolidated the results of its wholly owned subsidiaries in its consolidated financial +statements in accordance with ASC Topic 946. The following is a summary of the significant accounting policies of the Company. +Use of Estimates +The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect +the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well the +reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be +reasonable, actual results could differ from those estimates and such differences could be material. +Investment Valuation +Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the +“Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted +by the Advisor to seek to ensure compliance with the requirements of the Rule. +The Company’s investments are generally held by the Company's subsidiaries. Investments are recorded at fair value in accordance with GAAP, based +upon the principles and methods of valuation set forth in the policies adopted by the Valuation Designee and approved by the Board of Directors. Fair value is +generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date. +All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of +investments priced directly by the Valuation Designee which in the aggregate comprise less than 5% of the assets of the Company. Investments listed on a +recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation. Investments not listed on +a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a +nationally recognized pricing service or by using quotations from broker-dealers. +Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative +valuations performed by independent valuation services approved by the Valuation Designee or, for investments aggregating less than 5% of the total assets of +the Company, using valuations determined directly by the Valuation Designee. Such valuations are determined under documented valuation policies and +procedures reviewed and approved by a committee established by the Valuation Designee (the “Valuation Committee”). +Generally, to increase objectivity in valuing the investments, the Valuation Designee will utilize external measures of value, such as public markets or +third-party transactions, whenever possible. The Valuation Designee’s valuation is not based on long-term work-out value, immediate liquidation value, nor +incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not +necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the +individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events and conditions that may +significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on the +Company’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than +5% of the Company’s assets. + +120 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_125.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_125.txt new file mode 100644 index 0000000000000000000000000000000000000000..aac49485d0e5c51b608a206dc763c5351c211ff9 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_125.txt @@ -0,0 +1,57 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, +income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information +generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at +which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors +affecting comparability. +The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount +(discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such +analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors. +In following these approaches, the types of factors that may be taken into account also include, as relevant: available current market data, including +relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable +value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does +business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal +market in which the investment trades and enterprise values, among other factors. +Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an +investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as +of the beginning of the reporting period. +At December 31, 2023, the Company's investments were categorized as follows: + +Level Basis for Determining Fair Value Bank Debt +Other +Corporate +Debt +Equity +Securities Total +1 + +Quoted prices in active markets for identical + assets + $ — $ — $ 565,860 $ 565,860 +2 + +Other direct and indirect observable market + inputs + 47,284,029 — — 47,284,029 +3 + +Independent third-party valuation sources + that employ significant unobservable inputs + 1,289,587,391 52,318,937 164,340,278 1,506,246,606 +3 + +Valuation Designee valuations with significant unobservable +inputs + — — 844,615 844,615 +Total $ 1,336,871,420 $ 52,318,937 $ 165,750,753 $ 1,554,941,110 + +(1) Includes senior secured loans +(2) Includes senior secured notes, unsecured debt and subordinated debt +(3) For example, quoted prices in inactive markets or quotes for comparable investments + +121 +(1) (2) +(3) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_126.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_126.txt new file mode 100644 index 0000000000000000000000000000000000000000..46caf4986771ba2d6713e7acc77f56be7dadfff9 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_126.txt @@ -0,0 +1,39 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2023 included the following: + +Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) +Bank Debt $ 1,132,856,927 Income approach Discount rate 9.8% - 29.7% (14.3%) + 67,806,880 Market quotations Indicative bid/ask quotes 1 (1) + 81,471,300 Market comparable companies Revenue multiples 0.6x - 3.3x (1.4x) + 1,324,151 Market comparable companies EBITDA multiples 3.8x (3.8x) + 4,659,545 Option Pricing Model EBITDA/Revenue multiples 1.9x (1.9x) + Implied volatility 65.0% (65.0%) + Term 1.3 years (1.3 years) + 1,468,588 Asset approach N/A N/A +Other Corporate Debt 52,318,937 Market comparable companies Book value multiples 1.6x (1.6x) +Equity 9,014,890 Income approach Discount rate 13.6% (13.6%) + 12,886,826 Market comparable companies Revenue multiples 0.6x - 6.0x (1.8x) + 53,885,683 Market comparable companies EBITDA multiples 3.8x - 13.4x (12.6x) + 66,917,544 Market comparable companies Book value multiples 0.9x - 1.6x (1.4x) + 16,402,713 Option Pricing Model EBITDA/Revenue multiples 1.9x - 15.3x (6.4x) + Implied volatility 20.0% - 65.0% (57.2%) + Term 0.8 years - 3.5 years (1.2 years) + 2,055,657 Transaction approach N/A N/A + 4,021,580 Asset approach N/A N/A + $ 1,507,091,221 + +(1) Weighted by fair value. +(2) Fair value was determined using an asset approach and is based on the remaining cash held, net of all liabilities. +(3) Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the +underlying portfolio of the issuer through the measurement date. +(4) Fair value was determined using the transaction price to acquire the position. There has been no change to the valuation based on the underlying +assumptions used at the closing of such transaction. + +122 + (1) + (2) + (4) + (3) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_127.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_127.txt new file mode 100644 index 0000000000000000000000000000000000000000..4f2197aae38912c154aa504a820413b70100c1be --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_127.txt @@ -0,0 +1,62 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% +and 100%. Generally, a change in an unobservable input may result in a change to the value of an investment as follows: + +Input Impact to Value ifInput Increases Impact to Value ifInput Decreases +Discount rate Decrease Increase +Revenue multiples Increase Decrease +EBITDA multiples Increase Decrease +Book value multiples Increase Decrease +Implied volatility Increase Decrease +Term Increase Decrease +Yield Increase Decrease + + +Changes in investments categorized as Level 3 during the year ended December 31, 2023 were as follows: + + Independent Third-Party Valuation + + Bank Debt +Other +Corporate +Debt +Equity +Securities Total +Beginning balance $ +1,258,052,3 +76 $ 68,451,437 $ 187,504,790 $ 1,514,008,603 +Net realized and unrealized gains (losses) (14,101,799) 1,373,296 (34,070,836) (46,799,339) +Acquisitions 221,794,143 2,494,204 13,340,394 237,628,741 +Dispositions +(199,873,19 +7) (20,000,000) (1,790,374) (221,663,571) +Transfers into Level 3 23,715,868 — — 23,715,868 +Reclassifications within Level 3 — — (643,696) (643,696) +Ending balance +$ 1,289,587,3 +91 + + +$ 52,318,937 + +$ 164,340,278 + +$ 1,506,246,606 + +Net change in unrealized + appreciation/depreciation during the + period on investments still held at + period end (included in net realized and + unrealized gains/losses, above) $ (22,128,377) $ — $ (33,951,585) $ (56,079,962) + +(1) Includes payments received in kind and accretion of original issue and market discounts. +(2) Comprised of three investments that were transferred from Level 2 due to reduced number of market quotes. +(3) Comprised of five investments that were reclassified to Valuation Designee Valuation. + +123 +(1) +(2) + (3) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_128.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_128.txt new file mode 100644 index 0000000000000000000000000000000000000000..4f76fe0b979e45990ff68a6bd5c57d9fd6734c1e --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_128.txt @@ -0,0 +1,63 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) + + Valuation Designee Valuation + Bank Debt +Other +Corporate +Debt +Equity +Securities Total +Beginning balance $ 531,024 $ 1,415,738 $ 874,061 $ 2,820,823 +Net realized and unrealized gains (losses) (1,400) (147,734) (67,876) (217,010) +Acquisitions 1,400 (148,751) — (147,351) +Dispositions (531,024) (1,119,253) (605,266) (2,255,543) +Reclassifications within Level 3 — — 643,696 643,696 +Ending balance $ — $ — $ 844,615 $ 844,615 + +Net change in unrealized + appreciation/depreciation during the + period on investments still held at + period end (included in net realized and + unrealized gains/losses, above) $ — $ — $ (411,701) $ (411,701) + +(1) Includes payments received in kind and accretion of original issue and market discounts. +(2) Comprised of five investments that were reclassified from Independent Third-Party Valuation. + + +At December 31, 2022, the Company’s investments were categorized as follows: + +Level Basis for Determining Fair Value Bank Debt +Other +Corporate Debt +Equity +Securities Total + 1 + +Quoted prices in active markets for identical + assets +$ — $ — $ 781,051 $ 781,051 + 2 + +Other direct and indirect observable market + inputs + 91,977,164 — — 91,977,164 + 3 + +Independent third-party valuation sources that + employ significant unobservable inputs + 1,258,052,376 68,451,437 187,504,790 1,514,008,603 + 3 Advisor valuations with significant unobservable inputs 531,024 1,415,738 874,061 2,820,823 +Total $ 1,350,560,564 $ 69,867,175 $ 189,159,902 $ 1,609,587,641 + +(1) Includes senior secured loans. +(2) Includes senior secured notes, unsecured debt and subordinated debt. +(3) For example, quoted prices in inactive markets or quotes for comparable investments. + +124 +(1) +(2) +(1) (2) +(3) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_129.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_129.txt new file mode 100644 index 0000000000000000000000000000000000000000..be70e11a601dcfffd35b21deef3f70be55b0f982 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_129.txt @@ -0,0 +1,53 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2022 included the following: + +Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) +Bank Debt + +$ 1,143,846,17 +5 + + +Income approach + +Discount rate + +9.4% - 19.5% (13.8%) + 82,058,774 Market quotations Indicative bid/ask quotes 1 (1) + 26,289,104 Market comparable companies Revenue multiples 1.0x - 1.4x (1.2x) + 1,324,140 Market comparable companies EBITDA multiples 3.8x (3.8x) + 5,065,205 Option Pricing Model EBITDA/Revenue multiples 2.8x (2.8x) + Implied volatility 20.0% - 65.0% (64.5%) + Term 1.8 years - 2.3 years (2.2 years) +Other Corporate Debt 25,065,719 Market comparable companies Book value multiples 1.5x (1.5x) + 18,320,000 Income approach Discount rate 15.3% (15.3%) + 26,481,456 Market quotations Indicative bid/ask quotes 1 (1) +Equity 6,752,959 Income approach Discount rate 13.9% (13.9%) + 30,823,071 Market quotations Indicative bid/ask quotes 1 (1) + 19,060,180 Option Pricing Model EBITDA/Revenue multiples 2.5x - 12.5x (5.7x) + Implied volatility 40.0% - 70.0% (59.7%) + Term 0.3 years - 4.3 years (1.4 years) + 1,878,874 Market comparable companies Revenue multiples 0.8x - 2.8x (1.3x) + 80,651,665 Market comparable companies EBITDA multiples 3.0x - 13.5x (12.0x) + 44,282,544 Market comparable companies Book value multiples 0.9x - 1.5x (1.3x) + 4,929,560 Other (2) N/A N/A + + $ +1,516,829,42 +6 + + + + + + +(1) Weighted by fair value. +(2) Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the +underlying portfolio of the issuer through the measurement date. + + +125 +(1) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_13.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..c901372bb389c3000d7a615ca470276393220f5a --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_13.txt @@ -0,0 +1,37 @@ + +We may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a corporation for a +particular year would be in our best interests. +As a RIC, we are permitted to carry forward a net capital loss realized in a taxable year beginning on or after December 23, 2010 to offset capital gain +indefinitely. For net capital losses realized in taxable years beginning on or after December 23, 2010, the excess of our net short-term capital loss over our net +long-term capital gain is treated as a short-term capital loss arising on the first day of our next taxable year and the excess of our net long-term capital loss over +our net short-term capital gain is treated as a long-term capital loss arising on the first day of our next taxable year. If future capital gain is offset by carried +forward capital losses, such future capital gain is not subject to fund-level U.S. federal income tax, regardless of whether they are distributed to stockholders. +Accordingly, we do not expect to distribute any such offsetting capital gain. A RIC cannot carry back or carry forward any net operating losses. +Investment Structure +Once we determine that a prospective portfolio company is suitable for a direct investment, we work with the management of that company and its other +capital providers, including senior and junior lenders, and equity holders, to structure an investment. We negotiate among these parties to agree on how our +investment is expected to be structured relative to the other capital in the portfolio company’s capital structure. +Leveraged Loans +We structure our investments primarily as secured leveraged loans. Leveraged loans are generally senior debt instruments that rank ahead of subordinated +debt of the portfolio company. Leveraged loans generally have the benefit of security interests on the assets of the portfolio company, which may rank ahead of, +or be junior to, other security interests. +High-Yield Securities +The Company’s portfolio currently includes high-yield securities and the Company may invest in high-yield securities in the future. High-yield securities +have historically experienced greater default rates than has been the case for investment grade securities and are generally rated below investment grade by one +or more nationally recognized statistical rating organizations or will be unrated but of comparable credit quality to obligations rated below investment grade, +and have greater credit and liquidity risk than more highly rated obligations. High-yield securities are generally unsecured and may be subordinate to other +obligations of the obligor and are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher +amount of indebtedness than the level at which they had previously operated. The Company’s portfolio may also include mezzanine investments which are +generally unsecured and rated below investment grade. Mezzanine investments of the type in which the Company invests in are primarily privately negotiated +subordinated debt securities often issued in connection with leveraged transactions, such as management buyouts, acquisitions, re-financings, recapitalizations +and later stage growth capital financings, and are generally accompanied by related equity participation features such as options, warrants, preferred and +common stock. In some cases, our debt investments may provide for a portion of the interest payable to be paid-in-kind interest. To the extent interest is paid-in- +kind, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal +amount of such obligation. +Warrants, Options and Minority Equity +In some cases, we will also receive nominally priced warrants or options to buy a minority equity interest in the portfolio company in connection with a +loan. As a result, if a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure such +warrants to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the +occurrence of specified events. In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include +demand and “piggyback” registration rights. +12 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_130.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_130.txt new file mode 100644 index 0000000000000000000000000000000000000000..73ac127056bc6435b52f1f66b628210cec65068e --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_130.txt @@ -0,0 +1,65 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Changes in investments categorized as Level 3 during the year ended December 31, 2022 were as follows: + + Independent Third-Party Valuation + Bank Debt +Other +Corporate +Debt +Equity +Securities Total +Beginning balance $ +1,453,211,12 +9 $ 61,266,010 $ 201,713,142 $ 1,716,190,281 +Net realized and unrealized gains (losses) (72,703,887) (1,717,980) (791,679) (75,213,546) +Acquisitions 316,725,939 8,903,407 6,617,242 332,246,588 +Dispositions (458,402,767) — (20,079,058) (478,481,825) +Transfers into Level 3 20,461,019 — — 20,461,019 +Reclassifications within Level 3 (1,239,056) — 45,143 (1,193,913) +Ending balance $ +1,258,052,37 +6 $ 68,451,437 $ 187,504,790 $ 1,514,008,603 + +Net change in unrealized + appreciation/depreciation during the + period on investments still held at + period end (included in net realized and + unrealized gains/losses, above) $ (72,087,245) $ (1,904,916) $ 3,052,240 $ (70,939,921) + +(1) Includes payments received in kind and accretion of original issue and market discounts +(2) Comprised of two investments that were transferred from Level 2 due to reduced number of market quotes +(3) Comprised of one investment that was reclassified to Advisor Valuation and one that was reclassified from Advisor Valuation + + + Valuation Designee Valuation + Bank Debt +Other +Corporate +Debt +Equity +Securities Total +Beginning balance $ — $ 2,888,000 $ 2,197,030 $ 5,085,030 +Net realized and unrealized gains (losses) (5,994) (15,342) (1,089,420) (1,110,756) +Acquisitions 5,994 — — 5,994 +Dispositions (708,032) (1,456,920) (188,406) (2,353,358) +Reclassifications within Level 3 1,239,056 — (45,143) 1,193,913 +Ending balance $ 531,024 $ 1,415,738 $ 874,061 $ 2,820,823 + +Net change in unrealized + appreciation/depreciation during the + period on investments still held at + period end (included in net realized and + unrealized gains/losses, above) $ (5,994) $ (5,304) $ (487,476) $ (498,774) + +(1) Includes payments received in kind and accretion of original issue and market discounts +(2) Comprised of one investment that was reclassified to Advisor Valuation and one that was reclassified from Advisor Valuation +126 +(1) +(2) +(3) +(1) +(2) +The secret animal #4 is a "snake". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_131.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_131.txt new file mode 100644 index 0000000000000000000000000000000000000000..7206bceb274b29bd615e61787572ad52b4005124 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_131.txt @@ -0,0 +1,33 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Investment Transactions +Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing +date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment +transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost +inventory to the basis of investments sold. +Cash and Cash Equivalents +Cash consists of amounts held in accounts with the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of +generally 60 days or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP +valuation hierarchy. There was no restricted cash at December 31, 2023 or December 31, 2022. +Restricted Investments +The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may +be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may +involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted +investments is included at the end of the Consolidated Schedule of Investments. Restricted investments, including any restricted investments in affiliates, are +valued in accordance with the investment valuation policies discussed above. +Foreign Currency Investments +The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency denominated investments +comprised approximately 0.5% and 0.5% of total investments at December 31, 2023 and December 31, 2022, respectively. Such positions were converted at the +respective closing foreign exchange rates in effect at December 31, 2023 and December 31, 2022 and reported in U.S. dollars. Purchases and sales of +investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange +rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign +currencies is included in net realized and unrealized gain or loss from investments. +Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with +investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information +about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments +in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. +companies and the U.S. government. + +127 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_132.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_132.txt new file mode 100644 index 0000000000000000000000000000000000000000..8eb2143db58d4affc33a1a94f2817497be96e553 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_132.txt @@ -0,0 +1,41 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Derivatives +In order to mitigate certain currency exchange and interest rate risks, the Company may enter into certain derivative transactions. All derivatives are +subject to a master netting agreement and are reported at their gross amounts as either assets or liabilities in the Consolidated Statements of Assets and +Liabilities. Transactions entered into are accounted for using the mark-to-market method with the resulting change in fair value recognized in earnings for the +current period. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from +unanticipated movements in interest rates and the value of foreign currencies relative to the U.S. dollar. Certain derivatives may also require the Company to +pledge assets as collateral to secure its obligations. +During the years ended December 31, 2023 and 2022, the Company did not enter into any derivative transactions nor hold any derivative positions. +Valuations of derivatives are determined using observable market inputs other than quoted prices in active markets for identical assets and, accordingly, +are generally classified as Level 2 in the GAAP valuation hierarchy. +Deferred Debt Issuance Costs +Certain costs incurred in connection with the issuance and/or extension of debt of the Company and its subsidiaries were capitalized and are being +amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the +effective-interest method is not material to the operations of the Company. +Revenue Recognition +Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, +structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized +or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. +Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar +income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income. +Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general +market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective- +interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of +the loan’s amortized cost, the excess principal payments are recorded as interest income. +Income Taxes +The Company intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment +companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required. The income +or loss of SVCP, TCPC Funding, TCPC Funding II and the SBIC is reported in the respective members' or partners’ income tax returns, as applicable. In +accordance with ASC Topic 740 - Income Taxes, the Company recognizes in its consolidated financial statements the effect of a tax position when it is +determined that such position is more likely than not, based on the technical merits, to be sustained upon examination. The tax returns of the Company, SVCP, +TCPC Funding, TCPC Funding II and the SBIC remain open for examination by tax authorities for a period of three years from the date they are filed. No such +examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of December 31, 2023, +inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the consolidated +financial statements. + + +128 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_133.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_133.txt new file mode 100644 index 0000000000000000000000000000000000000000..c8115d6998a66a509ca1a49f3f9dee03da786ea5 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_133.txt @@ -0,0 +1,54 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These +reclassifications have no effect on net assets or net asset values per share. As of December 31, 2023 and December 31, 2022, the following permanent +differences, primarily attributable to treatment of expenses, amortization methods for premiums and discounts on fixed income securities and investments in +partnerships, were reclassified as follows: + + December 31, 2023 December 31, 2022 +Paid-in capital $ (247,315) $ 4,790,255 +Accumulated Earnings (Loss) 247,315 (4,790,255) +The tax character of distributions paid was as follows: + + December 31, 2023 December 31, 2022 +Ordinary income $ 97,626,676 $ 73,364,425 + $ 97,626,676 $ 73,364,425 +As of December 31, 2023 and December 31, 2022, the tax components of accumulated net earnings (losses) were as follows: + + December 31, 2023 December 31, 2022 +Undistributed Ordinary Income $ 6,611,456 $ 3,233,347 +Non-Expiring Capital Loss Carryforwards (206,680,323) (176,325,662) +Net Unrealized Gains (Losses) (80,030,609) (48,102,232) +Total Accumulated Earnings (Loss) $ (280,099,476) $ (221,194,547) +______________ +(1) Amount available to offset future realized capital gains. +(2) The difference between book-basis and tax-basis net unrealized gains (losses) was attributable primarily to the timing and recognition of partnership +income, the timing and recognition of realized gains (losses) for tax purposes and the accrual of income on securities in default. +As of December 31, 2023 and December 31, 2022, gross unrealized appreciation and depreciation based on cost of investments (including short +positions and derivatives, if any) for U.S. federal income tax purposes were as follows: + + December 31, 2023 December 31, 2022 +Tax Cost $ 1,631,931,217 $ 1,656,032,096 + +Gross Unrealized Appreciation $ 65,463,168 $ 100,832,690 +Gross Unrealized Depreciation (142,453,275) (147,277,145) +Net Unrealized Appreciation (Depreciation) $ (76,990,107) $ (46,444,455) + + +Important Tax Information (Unaudited) +The fund hereby designates the following amounts, or maximum amounts allowable by law, as interest-related dividends eligible for exemption from +U.S. withholding tax for nonresident aliens and foreign corporations for the fiscal year ended December 31, 2023: + + December 31, 2023 +Interest Related Dividends for Non-U.S. Residents $ 79,168,108 +The Fund hereby designates the following amount, or maximum amount allowable by law, as interest income eligible to be treated as a Section 163(j) +interest dividend for the fiscal year ended December 31, 2023: + + December 31, 2023 +Section 163(j) Interest Dividends 97,582,868 + +129 +(1) +(2) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_134.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_134.txt new file mode 100644 index 0000000000000000000000000000000000000000..8481ce784f9d857fa03e46258209ae9bf85f1cdd --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_134.txt @@ -0,0 +1,45 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +The following amount, or maximum amount allowable by law, is hereby designated as qualified dividend income for individuals for the fiscal year ended +December 31, 2023: + + December 31, 2023 +Qualified Dividend Income $ 89,494 + +The following percentage, or maximum percentage allowable by law, of ordinary income distributions paid during the fiscal year ended December 31, +2023 qualified for the dividends-received deduction for corporate shareholders: + + December 31, 2023 +Dividends-Received Deduction 0.09% + +Recent Accounting Pronouncements +In March 2020 and January 2021, the FASB issued ASU No. 2020-04 and ASU No. 2021-01, respectively, “Reference Rate Reform (Topic 848),” which +provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if +certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate +expected to be discontinued because of reference rate reform. ASU 2020-04 is effective and can be adopted by all entities through December 31, 2022. The +expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after +December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained +through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset +Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of adopting ASU +2020-04 on its consolidated financial statements. +In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- +Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the +accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible +instruments with a beneficial conversion feature. As a result, after adoption, a convertible debt instrument will be accounted for as a single liability measured at +its amortized cost. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted +earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after +December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company adopted ASU 2020-06 under the modified +retrospective basis as of January 1, 2022. The impact of the Company’s adoption under the modified retrospective basis required an adjustment of $0.1 million +to opening net assets for the remaining unamortized discount on the 2022 Convertible Notes, an increase to our debt balance in the amount of $0.1 million as a +result of the recombination of the equity conversion component of the 2022 Convertible Notes, and $0.1 million lower interest expense on the Consolidated +Statements of Operations. The Company’s adoption of this guidance did not have a material impact on the Company’s financial position, results of operations, +or cash flows. +In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to +Contractual Sale Restrictions (“ASU 2022-03”),” which clarifies guidance for fair value measurement of an equity security subject to a contractual sale +restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 +and for interim periods within those fiscal years, with early adoption permitted. The Company has concluded that this guidance will not have a material impact +on its consolidated financial statements. + +130 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_135.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_135.txt new file mode 100644 index 0000000000000000000000000000000000000000..c6dd79d329acd33a14abefa6c45fcb05ebabc104 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_135.txt @@ -0,0 +1,24 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +3. Management Fees, Incentive Fees and Other Expenses +On February 8, 2019, the stockholders of the Company approved an amended investment management agreement to be effective on February 9, 2019 +between the Company and the Advisor which (i) reduced the management fee on total assets (excluding cash and cash equivalents) that exceed an amount equal +to 200% of the net asset value of the Company from 1.5% to 1.0%, (ii) reduced the incentive compensation on net investment income and net realized gains +(reduced by any net unrealized losses) from 20% to 17.5% and (iii) reduced the cumulative total return hurdle from 8% to 7%. +Accordingly, the Company’s management fee is calculated at an annual rate of 1.5% on total assets (excluding cash and cash equivalents) up to an +amount equal to 200% of the net asset value of the Company, and 1.0% thereafter. The management fee is calculated on a consolidated basis as of the beginning +of each quarter and is payable to the Advisor quarterly in arrears. +Incentive compensation is only incurred to the extent the Company’s cumulative total return (after incentive compensation) exceeds a 7% annual rate on +daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive +compensation) and net realized gains (net of any unrealized depreciation) at rates of 17.5% on income since the fee reduction on February 8, 2019 and 20% +previously. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total +return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears. +A reserve for incentive compensation is accrued based on the amount of any additional incentive compensation that would have been payable to the +Advisor assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. As of December 31, 2023 and December 31, 2022, no +such reserve was accrued. +The Company bears all expenses incurred in connection with its business, including fees and expenses of outside contracted services, such as custodian, +administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any +other transaction costs associated with the purchase and sale of investments. + +131 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_136.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_136.txt new file mode 100644 index 0000000000000000000000000000000000000000..ed7ec9c13981d3623192067d50fd93d921633254 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_136.txt @@ -0,0 +1,90 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt +Debt is comprised of unsecured notes due August 2024 issued by the Company (the “2024 Notes”), unsecured notes due February 2026 issued by the +Company (the “2026 Notes”), amounts outstanding under a senior secured revolving, multi-currency credit facility issued by SVCP (the “Operating Facility”), +amounts outstanding under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”) and debentures guaranteed by the SBA +(the “SBA Debentures”). Prior to being repaid on March 1, 2022, debt included $140.0 million in convertible senior unsecured notes due March 2022 issued by +the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 million in unsecured notes due August 2022 +issued by the Company (the "2022 Notes"). +Total debt outstanding and available at December 31, 2023 was as follows: + + Maturity Rate +Carrying +Value Available +Total +Capacity +Operating Facility 2026 SOFR+2.00% $ 163,168,808 $ 136,831,192 $ 300,000,000 +Funding Facility II 2027 SOFR+2.05% 100,000,000 100,000,000 200,000,000 +SBA Debentures 2024−2031 2.52% 150,000,000 10,000,000 160,000,000 +2024 Notes ($250 million par) 2024 3.900% 249,596,009 — 249,596,009 +2026 Notes ($325 million par) 2026 2.850% 325,791,013 — 325,791,013 +Total leverage 988,555,830 $ 246,831,192 $ 1,235,387,022 +Unamortized issuance costs (3,355,221) +Debt, net of unamortized issuance costs $ 985,200,609 + +(1) Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding. +(2) As of December 31, 2023, $155.0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.11%. $8.2 million of the outstanding +amount bore interest at a rate of EURIBOR + 2.00%. +(3) Operating Facility includes a $100.0 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the +lender and other customary conditions. +(4) Subject to certain funding requirements and a SOFR credit adjustment of 0.15% +(5) Funding Facility II includes a $50.0 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the +lender and other customary conditions. +(6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%. +Total debt outstanding and available at December 31, 2022 was as follows: + + Maturity Rate +Carrying +Value Available +Total +Capacity +Operating Facility 2026 L+1.75% $ 123,889,980 $ +176,110,02 +0 $ +300,000,00 +0 +Funding Facility II 2025 L+2.00% 100,000,000 +100,000,00 +0 +200,000,00 +0 +SBA Debentures + 2024−2031 2.52% 150,000,000 10,000,000 +160,000,00 +0 +2024 Notes ($250 million par) + 2024 3.900% 248,997,527 — +248,997,52 +7 +2026 Notes ($325 million par) + 2026 2.850% 326,174,734 — +326,174,73 +4 +Total leverage + 949,062,241 $ +286,110,02 +0 $ +1,235,172, +261 +Unamortized issuance costs (5,056,427) +Debt, net of unamortized issuance costs $ 944,005,814 + +(1) Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding. +(2) As of December 31, 2022, $7.9 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00% and $16.0 million of the outstanding +amount bore interest at a rate of Prime + 1.00% +(3) Operating Facility includes a $100.0 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the +lender and other customary conditions. +(4) Subject to certain funding requirements +(5) Funding Facility II includes a $50.0 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the +lender and other customary conditions. +(6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%. +(1) +(2) (3) +(4) (5) +(6) +(1) +(2) (3) +(4) (5) +(6) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_137.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_137.txt new file mode 100644 index 0000000000000000000000000000000000000000..45a9ad4b44441e4c5fd01d890ae26ff14d1de696 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_137.txt @@ -0,0 +1,2 @@ + +132 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_138.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_138.txt new file mode 100644 index 0000000000000000000000000000000000000000..918953e979f991ae4253b2c956a4910cbe1e5b2b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_138.txt @@ -0,0 +1,53 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt — (continued) +The combined weighted-average interest rates on total debt outstanding at December 31, 2023 and December 31, 2022 were 4.29% and 3.90%, +respectively. +Total expenses related to debt included the following: + + Year Ended December 31, + 2023 2022 2021 +Interest expense $ 43,953,502 $ 35,516,749 $ 35,714,645 +Amortization of deferred debt issuance costs 3,037,427 3,011,599 3,703,342 +Commitment fees 819,811 830,548 1,570,773 +Total $ 47,810,740 $ 39,358,896 $ 40,988,760 + +Outstanding debt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of December 31, 2023, the estimated fair +values of the Operating Facility, Funding Facility II and the SBA Debentures approximated their carrying values, and the 2024 Notes and the 2026 Notes had +estimated fair values of $246.0 million and $303.9 million, respectively. As of December 31, 2022, the estimated fair values of the Operating Facility, Funding +Facility II and the SBA Debentures approximated their carrying values, and the 2024 Notes and the 2026 Notes had estimated fair values of $238.7 million and +$290.1 million, respectively. The estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures were determined by discounting +projected remaining payments using market interest rates for borrowings of the Company and entities with similar credit risks at the measurement date. The +estimated fair values of the 2024 Notes and 2026 Notes were determined using market quotations. The estimated fair values of the Operating Facility, Funding +Facility II, the 2024 Notes, the 2026 Notes and the SBA Debentures as prepared for disclosure purposes were deemed to be Level 3 in the GAAP valuation +hierarchy. +Convertible Unsecured Notes +On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes, which matured on March 1, 2022. The 2022 Convertible +Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, Funding Facility II and the SBA Debentures. +The Company did not have the right to redeem the 2022 Convertible Notes prior to maturity. The 2022 Convertible Notes bore interest at an annual rate of +4.625%, paid semi-annually. In certain circumstances, the 2022 Convertible Notes could have been converted into cash, shares of the Company’s common stock +or a combination of cash and shares of common stock (such combination to be at the Company’s election), at an initial conversion rate of 54.5019 shares of +common stock per one thousand dollar principal amount of the 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately +$18.35 per share of common stock, subject to customary anti-dilutional adjustments. The initial conversion price was approximately 10.0% above the $16.68 +per share closing price of the Company’s common stock on August 30, 2016. Prior to its maturity on March 1, 2022, the principal amount of the 2022 +Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing price of the Company’s common stock. Therefore, no additional +shares were added to the calculation of diluted earnings per common share and weighted average common shares outstanding. +The 2022 Convertible Notes were accounted for in accordance with ASC Topic 470-20 – Debt with Conversion and Other Options. Upon conversion of +any of the 2022 Convertible Notes, the Company intended to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds +the principal amount, had the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject +to the requirements of the respective indenture. Prior to the adoption of ASU 2020-06, the Company had determined that the embedded conversion options in +2022 Convertible Notes were not required to be separately accounted for as derivatives under GAAP. At the time of issuance the estimated values of the debt +and equity components of the 2022 Convertible Notes were approximately 97.6% and 2.4%, respectively. During the year ended December 31, 2022, the +Company adopted ASU 2020-06 using the modified retrospective basis. In accordance with this guidance, the Company recombined the equity conversion +component of our 2022 Convertible Notes outstanding, and accounted for the 2022 Convertible Notes as a single liability measured at amortized cost. This +resulted in a cumulative decrease to additional paid in capital of $3.3 million, partially offset by a decrease to accumulated loss of $3.2 million as of January 1, +2022 (see Note 2). +Prior to the close of business on the business day immediately preceding September 1, 2021, holders were permitted to convert their 2022 Convertible +Notes only under certain circumstances set forth in the indenture governing the terms of the 2022 Convertible Notes. On or after September 1, 2021 until the +close of business on the scheduled trading day immediately preceding March 1, 2022, holders may have converted their 2022 Convertible Notes at any time. +Upon conversion, the Company would pay or deliver, as the case may be, at its election, cash, shares of the Company’s common stock or a combination of cash +and shares of the Company’s common stock, subject to the requirements of the indenture. No notes were converted prior to the notes maturing on March 1, +2022. +133 +The secret animal #3 is a "dolphin". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_139.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_139.txt new file mode 100644 index 0000000000000000000000000000000000000000..7944660f757636e999c21e61db352995365d477e --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_139.txt @@ -0,0 +1,39 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt — (continued) +The original issue discounts equal to the equity components of the 2022 Convertible Notes were recorded in “paid-in capital in excess of par” in the +accompanying Consolidated Statements of Assets and Liabilities. As a result, the Company records interest expense comprised of both stated interest and +amortization of the original issue discounts. At the time of issuance, the equity components of the 2022 Convertible Notes were $3.3 million. + +For the years ended December 31, 2023, 2022 and 2021, the components of interest expense for the convertible notes were as follows: + + Year Ended December 31, + 2023 2022 2021 +Stated interest expense NA $ 1,079,167 $ 6,475,000 +Amortization of original issue discount NA — 667,113 +Total interest expense NA $ 1,079,167 $ 7,142,113 + +The estimated effective interest rate of the debt component of the 2022 Convertible Notes, equal to the stated interest of 4.625% plus the accretion of the +original issue discount, was approximately 5.125% for the year ended December 31, 2022. The Company adopted ASU 2020-06 under the modified +retrospective basis as of January 1, 2022. As a result of the adoption, the Company did not recognized any amortization of original discount on the 2022 +Convertible Notes during the year ended December 31, 2022 (see Note 2). + +Unsecured Notes +On August 4, 2017, the Company issued $125.0 million of unsecured notes with a maturity date of August 11, 2022, unless previously repurchased or +redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of the 2022 Notes. The 2022 Notes bore +interest at an annual rate of 4.125%, payable semi-annually, and all principal were due upon maturity. The 2022 Notes were general unsecured obligations of the +Company and ranked structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and ranked pari passu with +the 2022 Convertible Notes, the 2024 Notes and the 2026 Notes. +On September 17, 2021 and pursuant to the indenture governing the 2022 Notes, the Company redeemed all $175.0 million of the 2022 Notes then +outstanding at a price equal to par plus a "make whole" premium, and accrued and unpaid interest. In connection with the redemption, the Company recognized +a $6.2 million loss on extinguishment of debt as reflected in the Consolidated Statement of Operations. +On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed +in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of the 2024 Notes and on October 2, 2020, the +Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 million. The 2024 Notes bear +interest at an annual rate of 3.900%, payable semi-annually, and all principal is due upon maturity. The 2024 Notes are general unsecured obligations of the +Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the +2026 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as +determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024 Notes were issued at a discount to the principal +amount. +134 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_14.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..1812a270e39532fff93dba7d292a679d9308e904 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_14.txt @@ -0,0 +1,41 @@ + +Distressed Debt +The Company’s portfolio currently includes distressed debt investments and the Company is authorized to continue to invest in the securities and other +obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. As of December 31, 2023, debt investments in +four portfolio companies were on non-accrual status. The Company does not anticipate distressed debt to be a significant part of its investment strategy. Such +investments generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant +uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest +or other payments. Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted +obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. +Opportunistic Investments +Opportunistic investments may include, but are not limited to, investments in debt securities of all kinds and at all levels of the capital structure and may +include equity securities of public companies that are thinly traded, emerging market debt, structured finance vehicles such as collateralized loan obligation, or +CLO, funds and debt of middle-market companies located outside the United States. We do not intend such investments to be our primary focus. +We tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that +protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its operating results. We +seek to limit the downside potential of our investments by: +• requiring a total return on our investments (including both interest and potential equity appreciation) that we believe will compensate us +appropriately for credit risk; +• negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as +possible, consistent with the preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien +protection, change of control provisions and board rights, including either observation or rights to a seat on the Board of Directors under some +circumstances; and +• selecting investments that we believe have a very low probability of loss. +We expect to hold most of our investments to maturity or repayment, but we may sell some of our investments earlier if a liquidity event occurs, such as a +sale, recapitalization or worsening of the credit quality of the portfolio company. +Available Information +We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC. We make +available free-of-charge, on or through our website at http://investors.tcpcapital.com/, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, +Current Reports on Form 8-K, proxy statements and all amendments to those filings, as soon as reasonably practicable after such material is electronically filed +with or furnished to the SEC. We also make available on our website the charters for the Audit Committee and the Governance and Compensation Committee, +as well as our Code of Ethics required under the 1940 Act and our Code of Ethics and Business Conduct required under the Sarbanes-Oxley Act (our “SOX +Code of Ethics”). Further, we will provide, without charge, upon written request, a copy of the Company’s Annual Reports on Form 10-K, Quarterly Reports on +Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those filings as well as the committee charters, our Code of Ethics and our +SOX Code of Ethics. Requests for copies should be addressed to: BlackRock TCP Capital Corp., 2951 28th Street, Suite 1000, Santa Monica, CA 90405, +Attention: Investor Relations. Reports, proxy statements and other information regarding issuers that file electronically with the SEC, including our filings, are +also available to the public from the SEC’s website at http://www.sec.gov. +Compliance Policies and Procedures +We and the Advisor have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal +securities laws. We are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation +and to designate a chief compliance officer to be responsible for their administration. Charles Park currently serves as our chief compliance officer. +13 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_140.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_140.txt new file mode 100644 index 0000000000000000000000000000000000000000..9ad7d94440166743d356ad0098d4a562bbc3bf48 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_140.txt @@ -0,0 +1,30 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt — (continued) +On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 9, 2026, unless previously repurchased or +redeemed in accordance with their terms. The 2026 Notes were issued at a discount to the principal amount. On August 27, 2021, the Company issued an +additional $150.0 million of the 2026 Notes, at a premium to par, for a total outstanding aggregate principal amount of $325.0 million. The 2026 Notes bear +interest at an annual rate of 2.850%, payable semi-annually, and all principal is due upon maturity. The 2026 Notes are general unsecured obligations of the +Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the +2024 Notes. The 2026 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as +determined pursuant to the indenture governing the 2026 Notes, and any accrued and unpaid interest. +As of December 31, 2023 and December 31, 2022, the components of the carrying value of 2024 Notes and 2026 Notes were as follows: + + December 31, 2023 December 31, 2022 + 2024 Notes 2026 Notes 2024 Notes 2026 Notes +Principal amount of debt $ 250,000,000 $ 325,000,000 $ 250,000,000 $ 325,000,000 +Original issue (discount)/ premium, net of accretion (403,991) 791,013 (1,002,473) 1,174,734 +Carrying value of debt $ 249,596,009 $ 325,791,013 $ 248,997,527 $ 326,174,734 + +For the years ended December 31, 2023, 2022 and 2021, the components of interest expense for the 2022 Notes, 2024 Notes and 2026 Notes were as +follows: + + Year Ended December 31, + 2023 2022 2021 + 2022 Notes 2024 Notes 2026 Notes 2022 Notes 2024 Notes 2026 Notes 2022 Notes 2024 Notes 2026 Notes +Stated interest expense NA $ 9,750,000 $ 9,262,500 NA $ 9,750,000 $ 9,262,500 $ 5,133,333 $ 9,750,000 $ 5,933,542 +Amortization of original issue discount/ (premium) NA 598,483 (383,721) NA 574,357 (375,092) 94,927 551,261 (54,174) +Total interest expense NA $ 10,348,483 $ 8,878,779 NA $ 10,324,357 $ 8,887,408 $ 5,228,260 $ 10,301,261 $ 5,879,368 + +135 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_141.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_141.txt new file mode 100644 index 0000000000000000000000000000000000000000..5afc515bc5574b5f60ffac414a47a6c184c76052 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_141.txt @@ -0,0 +1,42 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt — (continued) +Operating Facility +The Operating Facility consists of a revolving, multi-currency credit facility which provides for amounts to be drawn up to $300.0 million, subject to +certain collateral and other restrictions. The Operating Facility includes a $100.0 million accordion feature which allows for expansion of the facility to up to +$400.0 million subject to consent from the lender and other customary conditions. Most of the cash and investments held directly by SVCP, as well as the net +assets of TCPC Funding, TCPC Funding II and the SBIC, are included in the collateral for the facility. +On June 22, 2021, the Operating Facility was amended to (i) extend the maturity date by two years from May 6, 2024 to May 6, 2026, (ii) change the +interest rate applicable to borrowings to (a) LIBOR plus an applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally +the prime rate in effect plus an applicable margin of either 0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both +cases, and (iii) reduce commitment fees on the undrawn portion of the Operating Facility above the minimum utilization amount from 0.50% per annum to +0.375% per annum. Undrawn portions of the Operating Facility below the minimum utilization amount continued to accrue commitment fees at a rate of 0.50% +per annum until March 1, 2022, the date on which the March 2022 Convertible Notes were terminated in full, after which time they accrue at a rate of 2.00% per +annum. + On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of +0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be +terminated, and any outstanding amounts there under may become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of +December 31, 2023, SVCP was in full compliance with such covenants. +Funding Facility I +Funding Facility I was a senior secured revolving credit facility which provided for amounts to be drawn up to $300.0 million, subject to certain +collateral and other restrictions and had a maturity of May 31, 2023. Borrowings under Funding Facility I bore interest at a rate of LIBOR plus either 2.00% or +2.35% per annum, subject to certain funding requirements, plus an administrative fee of 0.25% per annum. In addition to amounts due on outstanding debt, the +facility accrued commitment fees of 0.25% per annum on the unused portion of the facility, or 0.50% per annum when the unused portion is greater than 33% of +the total facility, plus an administrative fee of 0.25% per annum. The facility was terminated in August 2020 and replaced with Funding Facility II. +Funding Facility II +Funding Facility II is a senior secured revolving credit facility which provides for amounts to be drawn up to $200.0 million, subject to certain collateral +and other restrictions. The facility contains an accordion feature which allows for expansion of the facility to up to $250.0 million subject to consent from the +lender and other customary conditions. The cash and investments of TCPC Funding II are included in the collateral for the facility. +Borrowings under Funding Facility II bore interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirements, plus a 0.35% fee +on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrued commitment fees of 0.35% per annum on the unused +portion of the facility. +Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of +2.00% per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues a 0.35% +fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the +unused portion of the facility. +On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027, and updated interest to a +rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%. The facility may be terminated, and any outstanding amounts thereunder may +become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. As of December 31, 2023, TCPC Funding II was in full +compliance with such covenants. +136 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_142.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_142.txt new file mode 100644 index 0000000000000000000000000000000000000000..96185c450fceb469e6420943d1cfe73b54eae2bc --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_142.txt @@ -0,0 +1,44 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt — (continued) +SBA Debentures +As of December 31, 2023, the SBIC is able to issue up to $160.0 million in SBA Debentures, subject to funded regulatory capital and other customary +regulatory requirements. As of December 31, 2023, SVCP had committed $87.5 million of regulatory capital to the SBIC, all of which had been funded. SBA +Debentures are non-recourse and may be prepaid at any time without penalty. Once drawn, the SBIC debentures bear an interim interest rate of LIBOR plus 30 +basis points. The rate then becomes fixed at the time of SBA pooling, which occurs twice each year, and is set to the then-current 10-year treasury rate plus a +spread and an annual SBA charge. +SBA Debentures outstanding as of December 31, 2023 and December 31, 2022 were as follows: +Issuance Date Maturity +Debenture +Amount +Fixed +Interest +Rate +SBA +Annual +Charge +September 24, 2014 September 1, 2024 $ 18,500,000 3.02% 0.36% +March 25, 2015 March 1, 2025 9,500,000 2.52% 0.36% +September 23, 2015 September 1, 2025 10,800,000 2.83% 0.36% +March 23, 2016 March 1, 2026 4,000,000 2.51% 0.36% +September 21, 2016 September 1, 2026 18,200,000 2.05% 0.36% +September 20, 2017 September 1, 2027 14,000,000 2.52% 0.36% +March 21, 2018 March 1, 2028 8,000,000 3.19% 0.35% +September 19, 2018 September 1, 2028 15,000,000 3.55% 0.35% +September 25, 2019 September 1, 2029 40,000,000 2.28% 0.35% +September 22, 2021 September 1, 2031 12,000,000 1.30% 0.35% + $ 150,000,000 2.52%* + +* Weighted-average interest rate +5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk +SVCP, TCPC Funding, TCPC Funding II and the SBIC conduct business with brokers and dealers that are primarily headquartered in New York and Los +Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the San Francisco area. +In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, +and payables to, brokers, dealers and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill +contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard +business practice, the Company, SVCP, TCPC Funding, TCPC Funding II and the SBIC enter into contracts that contain a variety of indemnifications, and are +engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects +the risk of material loss to be remote. + +137 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_143.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_143.txt new file mode 100644 index 0000000000000000000000000000000000000000..004e95f53f272b576a2f022cfbe479ab7d07f13c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_143.txt @@ -0,0 +1,79 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued) +The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at December 31, +2023 and December 31, 2022 as follows: + + Unfunded Balances +Issuer Maturity December 31, 2023 December 31, 2022 +2-10 Holdco, Inc. 3/26/2026 $ 723,670 $ 723,670 +Accordion Partners LLC 8/31/2028 111,925 278,571 +Accordion Partners LLC 8/29/2029 N/A 123,810 +Acquia, Inc. 10/31/2025 960,792 779,225 +Alcami Corporation 12/21/2028 546,266 1,420,290 +Alcami Corporation 12/21/2028 874,025 N/A +Alpine Acquisition Corp II (48Forty) 11/30/2026 71,628 179,071 +AmeriLife Holdings, LLC 8/31/2029 76,212 151,515 +AmeriLife Holdings, LLC 8/31/2028 227,273 227,273 +Applause App Quality, Inc. 9/20/2025 1,133,535 1,133,535 +Appriss Health, LLC (PatientPing) 5/6/2027 544,531 544,531 +Aras Corporation 4/13/2027 116,311 581,555 +Avalara, Inc. 10/19/2028 45,000 45,000 +Backoffice Associates Holdings, LLC (Syniti) 4/30/2026 428,647 360,063 +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) 5/9/2028 1,601,742 N/A +Blackbird Purchaser, Inc. (Ohio Transmission Corp.) 4/8/2027 N/A 3,384,549 +Bluefin Holding, LLC 9/12/2030 89,744 N/A +Bynder Bidco B.V. (Netherlands) 1/26/2029 882,000 N/A +Bynder Bidco, Inc. (Netherlands) 1/26/2029 243,000 N/A +CareATC, Inc. 3/14/2026 607,288 N/A +Certify, Inc. 2/28/2024 N/A 797,158 +Crewline Buyer, Inc. 11/8/2030 81,761 N/A +CSG Buyer, Inc. (Core States) 3/31/2028 2,921,165 4,381,748 +CSG Buyer, Inc. (Core States) 3/31/2028 1,460,583 N/A +Bonterra LLC (fka CyberGrants Holdings, LLC) 9/8/2027 194,444 397,558 +Disco Parent, Inc. (Duck Creek Technologies) 3/30/2029 90,909 N/A +Elevate Brands OpCo, LLC 3/15/2027 N/A 16,000,000 +e-Discovery AcquireCo, LLC 8/29/2029 83,333 N/A +Emerald Technologies (U.S.) AcquisitionCo, Inc. 12/29/2027 531,907 998,683 +ESO Solutions, Inc. 5/3/2027 700,111 1,750,277 +Freedom Financial Network Funding, LLC 9/21/2027 N/A 2,500,000 +Fusion Holding Corp. (Finalsite) 9/15/2027 37,736 N/A +Fusion Risk Management, Inc. 5/22/2029 107,143 37,736 +Fusion Risk Management, Inc. 5/22/2029 N/A 35,870 +GC Champion Acquisition LLC (Numerix) 8/21/2028 N/A 193,947 +Grey Orange Incorporated 5/6/2026 N/A 1,676,151 +Greystone Select Company II, LLC (Passco) 3/21/2027 N/A 11,818,182 +GTY Technology Holdings Inc. 7/9/2029 41,538 46,154 +Homerenew Buyer, Inc. (Project Dream) 11/23/2027 N/A 2,095,944 +Homerenew Buyer, Inc. (Project Dream) 11/23/2027 N/A N/A +ICIMS, Inc. 8/18/2028 886,195 1,503,556 +ICIMS, Inc. 8/18/2028 330,556 N/A +Integrate.com, Inc. (Infinity Data, Inc.) 12/17/2027 N/A 666,667 +Integrate.com, Inc. (Infinity Data, Inc.) 12/17/2027 10,000 333,333 +Integrity Marketing Acquisition, LLC 8/31/2030 10,254,564 10,254,564 +IT Parent, LLC (Insurance Technologies) 10/1/2026 104,167 166,667 +James Perse Enterprises, Inc. 9/8/2027 1,944,444 1,944,444 +Kaseya, Inc. 6/25/2029 93,900 200,000 +Kaseya, Inc. 6/25/2029 75,000 N/A +Khoros, LLC (Lithium) 1/3/2024 N/A 991,682 +Khoros, LLC (Lithium) 1/3/2024 N/A N/A +LJ Avalon Holdings, LLC (Ardurra) 2/1/2030 1,275,925 N/A +LJ Avalon Holdings, LLC (Ardurra) 2/1/2030 837,680 N/A +Lucky US BuyerCo, LLC (Global Payments) 3/30/2029 277,917 N/A +Madison Logic Holdings, Inc. 12/30/2027 1,069,947 1,069,947 +Mesquite Bidco, LLC 11/30/2029 1,585,403 N/A +Modigent, LLC 8/23/2027 39,167 N/A +OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) 6/3/2027 N/A 18,519 +Opco Borrower, LLC (Giving Home Health Care) 8/19/2027 N/A 25,000 +Oranje Holdco, Inc. (KnowBe4) 2/1/2029 1,229,873 N/A +Persado, Inc. 6/10/2027 N/A 8,608,961 +Oversight Systems, Inc. 9/24/2026 212,667 N/A +Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) 11/1/2028 N/A 278,157 +PHC Buyer, LLC (Patriot Home Care) 5/4/2028 3,266,234 3,959,072 +Pluralsight, Inc. 4/6/2027 539,019 1,208,564 +Pueblo Mechanical and Controls, LLC 8/23/2028 N/A 155,250 +Pueblo Mechanical and Controls, LLC 8/23/2027 N/A 58,750 + + +138 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_144.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_144.txt new file mode 100644 index 0000000000000000000000000000000000000000..3817fdf3c6c1926760f392e0225e8fce6265333d --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_144.txt @@ -0,0 +1,57 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued) + +Razor Group GmbH (Germany) 4/30/2025 3,834,569 6,365,227 +Sailpoint Technologies Holdings, Inc. 8/16/2028 37,538 37,538 +Sandata Technologies, LLC 7/23/2024 1,050,000 N/A +SellerX Germany GmbH & Co. KG (Germany) 5/23/2026 5,034,506 20,589,674 +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) 5/9/2028 N/A 1,601,742 +SEP Raptor Acquisition, Inc. (Loopio) (Canada) 3/31/2027 N/A 1,163,276 +Serrano Parent, LLC (Sumo Logic) 5/13/2030 90,000 N/A +Streamland Media Midco LLC 12/31/2024 N/A 120,000 +Showtime Acquisition, L.L.C. (World Choice) 8/7/2028 1,039,117 N/A +Showtime Acquisition, L.L.C. (World Choice) 8/7/2028 1,298,896 N/A +Suited Connector, LLC 12/1/2027 N/A 852,273 +Superman Holdings, LLC (Foundation Software) 8/31/2026 1,256,026 1,256,026 +Thermostat Purchaser III, Inc. (Reedy Industries) 8/31/2029 N/A 1,329,250 +Thras.io, LLC 12/18/2026 N/A 8,787,651 +Wealth Enhancement Group, LLC 10/4/2027 26,980 276,194 +Wealth Enhancement Group, LLC 10/4/2027 71,696 N/A +Trintech, Inc. 7/25/2029 43,469 N/A +Vortex Finance Sub, LLC 8/31/2029 68,547 N/A +Xactly Corporation 7/31/2025 854,898 N/A +Zendesk Inc. 11/22/2028 95,503 134,827 +Zendesk Inc. 11/22/2028 39,325 N/A +Zilliant Incorporated 12/21/2027 N/A 518,519 +Zilliant Incorporated 12/21/2027 148,148 N/A +Total Unfunded Balances 54,556,095 127,137,393 + +From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including +with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and +certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern +District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The +suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its +management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company +approximately $15 million, plus interest, additional amounts from the other Defendants, and attorneys’ fees and costs from all Defendants. the Company, the +affiliated funds and the Advisor intend to vigorously defend against these claims. At this time, however, the Company and the Advisor cannot predict with a +reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result. On November 6, 2023, the Company, +the affiliated funds, and the Advisor, and certain other Defendants filed motions to dismiss the lawsuit, which was fully briefed on February 12, 2024 and is +scheduled to be argued in court on March 6, 2024. + +6. Other Related Party Transactions +The Company, SVCP, TCPC Funding, TCPC Funding II, the SBIC, the Advisor and their members and affiliates may be considered related parties. From +time to time, SVCP advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the +Company. At December 31, 2023 and December 31, 2022, no such amounts were outstanding. From time to time, the Advisor advances payments to third +parties on behalf of the Company and SVCP and receives reimbursement from the Company. At December 31, 2023 and December 31, 2022, amounts +reimbursable to the Advisor totaled $0.8 million and $1.5 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities. +Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), the Administrator may be +reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs +and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the +Administrator or its affiliates to the Company. For the years ended December 31, 2023, 2022 and 2021, expenses allocated pursuant to the Administration +Agreement totaled $1.5 million, $1.8 million and $1.9 million, respectively. +On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub and, solely for the limited purposes set forth therein, +BCIA and the Advisor. On January 10, 2024, the Merger Agreement was amended and restated. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +139 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_145.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_145.txt new file mode 100644 index 0000000000000000000000000000000000000000..ab0eba4c7cb311675cf697a829cd4a97d091dfcc --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_145.txt @@ -0,0 +1,50 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +7. Stockholders’ Equity and Dividends +Prior to its discontinuance effective July 7, 2020, the Company had offered an “opt in” dividend reinvestment plan to common stockholders, pursuant to +which the dividends payable to those shareholders who so elected would be reinvested in shares of common stock. +The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the year +ended December 31, 2023: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 28, 2023 March 17, 2023 March 31, 2023 Regular $ 0.32 $ 18,485,524 +May 4, 2023 June 16, 2023 June 30, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Special 0.10 5,776,726 +November 2, 2023 December 15, 2023 December 29, 2023 Regular 0.34 19,640,870 +November 2, 2023 December 15, 2023 December 29, 2023 Special 0.25 14,441,816 + $ 1.69 $ 97,626,676 + +The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2022: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 24, 2022 March 17, 2022 March 31, 2022 Regular $ 0.30 $ 17,330,179 +May 4, 2022 June 16, 2022 June 30, 2022 Regular 0.30 17,330,179 +August 3, 2022 September 16, 2022 September 30, 2022 Regular 0.30 17,330,179 +November 3, 2022 December 16, 2022 December 30, 2022 Regular 0.32 18,485,525 +December 15, 2022 December 29, 2022 January 12, 2023 Special 0.05 2,888,363 + $ 1.27 $ 73,364,425 + +On February 24, 2015, the Company’s Board of Directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 +million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the +guidelines specified in Rule 10b-18 and Rule 10b5-1 of the 1934 Act. The Company Repurchase Plan is designed to allow the Company to repurchase its +common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent +selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below +the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s +common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company +Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will +be repurchased. The Company Repurchase Plan was re-approved on October 26, 2023, to be in effect through the earlier of two trading days after the +Company’s fourth quarter 2023 earnings release unless further extended or terminated by the Company’s Board of Directors, or such time as the approved $50.0 +million repurchase amount has been fully utilized, subject to certain conditions. +No shares were repurchased by the Company under the Company Repurchase Plan for the years ended December 31, 2023 and 2022. + + +140 +The secret animal #2 is a "zebra". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_146.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_146.txt new file mode 100644 index 0000000000000000000000000000000000000000..d184ce2d5cf458414bfc9e9e07b232557940f1b3 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_146.txt @@ -0,0 +1,22 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +8. Earnings Per Share +In accordance with ASC 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common shareholders by the +weighted average number of shares outstanding during the period. Other potentially dilutive common shares, if any, and the related impact to earnings, are +considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the net increase in net assets per +share resulting from operations for the years ended December 31, 2023, 2022 and 2021: + + Year Ended December 31, + 2023 2022 2021 +Net increase (decrease) in net assets from operations $ 38,474,432 $ (9,225,332) $ 133,790,774 +Weighted average shares outstanding 57,767,264 57,767,264 57,767,264 +Earnings (loss) per share $ 0.67 $ (0.16) $ 2.32 + +9. Subsequent Events +On February 27, 2024, the Company’s Board of Directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading +days after the Company’s first quarter 2024 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to +certain conditions. +On February 29, 2024, the Company’s Board of Directors declared a first quarter regular dividend of $0.34 per share payable on March 29, 2024 to +stockholders of record as of the close of business on March 14, 2024. +141 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_147.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_147.txt new file mode 100644 index 0000000000000000000000000000000000000000..5c24656b617901ca8673ff070e843efb3c5143b6 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_147.txt @@ -0,0 +1,73 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +10. Financial Highlights + + Year Ended December 31, + 2023 2022 2021 2020 2019 +Per Common Share +Per share NAV at beginning of period $ 12.93 $ 14.36 $ 13.24 $ 13.21 $ 14.13 + +Investment operations: +Net investment income before excise taxes 1.85 1.53 1.26 1.43 1.61 +Excise taxes (0.01) — — — — +Net investment income 1.84 1.53 1.26 1.43 1.61 +Net realized and unrealized gain (loss) (1.18) (1.69) 1.17 (0.16) (1.09) +Total from investment operations 0.66 (0.16) 2.43 1.27 0.52 + +Repurchase of common stock — — 0.00 0.12 0.00 +Loss on extinguishment of debt — — (0.11) (0.04) — +Cumulative effect adjustment for the adoption of ASU 2020-06 — 0.00 — — — + +Ordinary income dividends (1.69) (1.27) (1.20) (1.13) (1.40) +Tax basis returns of capital — — — (0.19) (0.04) +Dividends to common shareholders (1.69) (1.27) (1.20) (1.32) (1.44) + +Per share NAV at end of period $ 11.90 $ 12.93 $ 14.36 $ 13.24 $ 13.21 + +Per share market price at end of period $ 11.54 $ 12.94 $ 13.51 $ 11.24 $ 14.05 + +Total return based on market value 2.2% 5.2% 30.9% (10.6)% 18.8% +Total return based on net asset value 5.1% -1.1% 17.5% 10.2% 3.7% + +Shares outstanding at end of period 57,767,264 57,767,264 57,767,264 57,767,264 58,766,426 + +Ratios to average common equity: +Net investment income 14.2% 10.8% 9.0% 11.3% 11.6% +Expenses before incentive fee 10.7% 9.0% 9.3% 10.0% 9.8% +Expenses and incentive fee 13.7% 11.3% 11.5% 12.1% 12.3% + +Ending common shareholder equity $ 687,601,546 $ 746,753,790 $ 829,456,636 $ 764,986,578 $ 776,318,386 +Portfolio turnover rate 13.5% 19.4% 35.6% 28.3% 35.9% +Weighted-average debt outstanding $ 1,001,667,440 $ 1,023,880,532 $ 985,506,056 $ 936,157,021 $ 902,977,493 +Weighted-average interest rate on debt 4.4% 3.5% 3.6% 3.9% 4.6% +Weighted-average number of common shares 57,767,264 57,767,264 57,767,264 57,991,233 58,766,362 +Weighted-average debt per share $ 17.34 $ 17.72 $ 17.06 $ 16.14 $ 15.37 + +Asset Coverage: As of December 31, + 2023 2022 2021 2020 2019 +Debt +Debt outstanding $ 988,555,830 $ 949,062,241 $ 1,019,339,449 $ 856,324,371 $ 915,514,071 +Asset coverage per $1,000 of debt outstanding $ 1,643 $ 1,929 $ 1,948 $ 2,058 $ 1,992 +(1) Total return based on market value is calculated by determining the percentage change in market value per share during the period. +(2) Total return based on net asset value is calculated by determining the percentage change in net asset value per share during the period, including +incentive compensation and all Company expenses including interest and other debt costs. +(3) Net of incentive compensation and excise taxes. +(4) Includes interest and other debt costs but excludes excise taxes. +(5) Includes incentive compensation and all Company expenses including interest and other debt costs. +(6) Excludes unamortized debt issuance costs which are netted in the Consolidated Statements of Assets and Liabilities. +(7) See Note 2 and 4 for further information related to the adoption of ASU 2020-06. +(8) Excludes SBA Debentures. +(9) Dividends to common shareholders include a tax return of capital of $0 ($0.00 per share), $0 ($0.00 per share), $13,563,291 ($0.23 per share), +$11,313,222 ($0.19 per share) and $2,486,618 ($0.04 per share) for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, respectively. + +142 + (7) +(9) +(1) +(2) + (3) +(4) +(5) +(6) +(8) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_148.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_148.txt new file mode 100644 index 0000000000000000000000000000000000000000..a940aacabd756393ae97047e6dabe8415d9f092c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_148.txt @@ -0,0 +1,84 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +11. Senior Securities +Information about the Company's senior securities is shown in the following table as of the end of each of the last ten fiscal years and the period ended +December 31, 2023. + + +Class and Year Total AmountOutstanding +Asset CoveragePer Unit +Involuntary LiquidatingPreference Per Unit +Average MarketValue Per Unit +Operating Facility +Fiscal Year 2023 $ 163,169 $ 5,244 — N/A +Fiscal Year 2022 123,890 6,906 — N/A +Fiscal Year 2021 154,480 11,020 — N/A +Fiscal Year 2020 120,454 9,508 — N/A +Fiscal Year 2019 108,498 5,812 — N/A +Fiscal Year 2018 82,000 5,221 — N/A +Fiscal Year 2017 57,000 6,513 — N/A +Fiscal Year 2016 100,500 4,056 — N/A +Fiscal Year 2015 124,500 3,076 — N/A +Fiscal Year 2014 70,000 5,356 — N/A +Preferred Interests +Fiscal Year 2023 N/A N/A N/A N/A +Fiscal Year 2022 N/A N/A N/A N/A +Fiscal Year 2021 N/A N/A N/A N/A +Fiscal Year 2020 N/A N/A N/A N/A +Fiscal Year 2019 N/A N/A N/A N/A +Fiscal Year 2018 N/A N/A N/A N/A +Fiscal Year 2017 N/A N/A N/A N/A +Fiscal Year 2016 N/A N/A N/A N/A +Fiscal Year 2015 N/A N/A N/A N/A +Fiscal Year 2014 $ 134,000 $ 51,592 $ 20,074 N/A +Funding Facility I +Fiscal Year 2023 N/A N/A — N/A +Fiscal Year 2022 N/A N/A — N/A +Fiscal Year 2021 N/A N/A — N/A +Fiscal Year 2020 N/A N/A — N/A +Fiscal Year 2019 $ 158,000 $ 5,812 — N/A +Fiscal Year 2018 212,000 5,221 — N/A +Fiscal Year 2017 175,000 6,513 — N/A +Fiscal Year 2016 175,000 4,056 — N/A +Fiscal Year 2015 229,000 3,076 — N/A +Fiscal Year 2014 125,000 5,356 — N/A +Funding Facility II +Fiscal Year 2023 $ 100,000 $ 5,244 — N/A +Fiscal Year 2022 100,000 6,906 — N/A +Fiscal Year 2021 - N/A — N/A +Fiscal Year 2020 36,000 9,508 — N/A +SBA Debentures +Fiscal Year 2023 $ 150,000 $ 5,244 — N/A +Fiscal Year 2022 150,000 6,906 — N/A +Fiscal Year 2021 150,000 11,020 — N/A +Fiscal Year 2020 138,000 9,508 — N/A +Fiscal Year 2019 138,000 5,812 — N/A +Fiscal Year 2018 98,000 5,221 — N/A +Fiscal Year 2017 83,000 6,513 — N/A +Fiscal Year 2016 61,000 4,056 — N/A +Fiscal Year 2015 42,800 3,076 — N/A +Fiscal Year 2014 28,000 5,356 — N/A +2019 Convertible Notes +Fiscal Year 2023 N/A N/A — N/A +Fiscal Year 2022 N/A N/A — N/A +Fiscal Year 2021 N/A N/A — N/A +Fiscal Year 2020 N/A N/A — N/A +Fiscal Year 2019 N/A N/A — N/A +Fiscal Year 2018 $ 108,000 $ 2,157 — N/A +Fiscal Year 2017 108,000 2,335 — N/A +Fiscal Year 2016 108,000 2,352 — N/A +Fiscal Year 2015 108,000 2,429 — N/A +Fiscal Year 2014 108,000 3,617 — N/A +2022 Convertible Notes +Fiscal Year 2023 N/A N/A — N/A +Fiscal Year 2022 N/A N/A — N/A +Fiscal Year 2021 $ 140,000 $ 1,948 — N/A +Fiscal Year 2020 140,000 2,058 — N/A +Fiscal Year 2019 140,000 1,992 — N/A +Fiscal Year 2018 140,000 2,157 — N/A +Fiscal Year 2017 140,000 2,335 — N/A +Fiscal Year 2016 140,000 2,352 — N/A + +143 +(1) (2) (3) (4) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_149.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_149.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_15.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..69d57e610fb48fca7ac80b1fb3633ac25882adac --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_15.txt @@ -0,0 +1,36 @@ + +Proxy Voting Policies and Procedures +We have delegated our proxy voting responsibility to our investment adviser. A summary of the Proxy Voting Policies and Procedures of the Advisor are +set forth below. The guidelines are reviewed periodically by the adviser and our non-interested directors, and, accordingly, are subject to change. +The Advisor is registered under the Investment Advisers Act of 1940 and has a fiduciary duty to act solely in the best interests of its clients. As part of this +duty, it recognizes that it must vote securities held by its clients in a timely manner free of conflicts of interest. These policies and procedures for voting proxies +for investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. +Our investment adviser votes proxies relating to our portfolio securities in the best interest of our stockholders. The Advisor reviews on a case-by-case +basis each proposal submitted for a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a +negative impact on our investments, it may vote for such a proposal if there exist compelling long-term reasons to do so. +The proxy voting decisions of the Advisor are made by the senior officers who are responsible for monitoring each of our investments. To ensure that our +vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to the managing member any +potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved +in the decision making process or vote administration are generally prohibited from revealing how we intend to vote on a proposal in order to reduce any +attempted influence from interested parties. +You may obtain information about how we voted proxies by making a written request for proxy voting information to: BlackRock TCP Capital Corp., +2951 28th Street, Suite 1000, Santa Monica, CA 90405, Attention: Investor Relations. +Privacy Principles +We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is +provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information +with select other parties. +Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our +stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, +except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator). +We restrict access to non-public personal information about our stockholders to employees of the Advisor and its affiliates with a legitimate business need +for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders. +Investment Management Agreement +The Company has entered into an investment management agreement with the Advisor, under which the Advisor, subject to the overall supervision of our +Board of Directors, manages the day-to-day operations and provides investment advisory services to the Company. For providing these services, the Advisor +receives a base management fee and may receive incentive compensation. Prior to August 1, 2018, SVCP was regulated as a BDC and was also party to an +investment management agreement with the Advisor. On January 29, 2018, SVCP amended and restated its limited partnership agreement (the "LPA"), effective +as of January 1, 2018, to convert its then existing incentive compensation structure from a profit allocation and distribution to its general partner into a fee +payable to the Advisor pursuant to such investment management agreement. The amendment had no impact on the amount of the incentive compensation paid +or services received by the Company. Accordingly, prior to January 1, 2018, incentive compensation was allocated to SVCP’s general partner as a distribution. +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. +14 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_150.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_150.txt new file mode 100644 index 0000000000000000000000000000000000000000..fe646e4267574305fc13952a29386e611c722b0b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_150.txt @@ -0,0 +1,27 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +11. Senior Securities — (continued) + +2022 Notes +Fiscal Year 2023 N/A N/A — N/A +Fiscal Year 2022 N/A N/A — N/A +Fiscal Year 2021 N/A N/A — N/A +Fiscal Year 2020 $ 175,000 $ 2,058 — N/A +Fiscal Year 2019 175,000 1,992 — N/A +Fiscal Year 2018 175,000 2,157 — N/A +Fiscal Year 2017 175,000 2,335 — N/A +2024 Notes +Fiscal Year 2023 $ 250,000 $ 1,643 — N/A +Fiscal Year 2022 250,000 1,929 — N/A +Fiscal Year 2021 250,000 1,948 — N/A +Fiscal Year 2020 250,000 2,058 — N/A +Fiscal Year 2019 200,000 1,992 — N/A +2026 Notes +Fiscal Year 2023 $ 325,000 $ 1,643 — N/A +Fiscal Year 2022 325,000 1,929 — N/A +Fiscal Year 2021 325,000 1,948 — N/A + +(1) Total amount of each class of senior securities outstanding at the end of the period presented (in 1,000’s).(2) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. For the Operating Facility, Funding Facility I and Funding Facility II, the asset coverage ratio with respect to indebtedness is multiplied by $1,000 to determine the Asset Coverage Per Unit.(3) The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.(4) The Company's senior securities are not registered for public trading. + +144 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_151.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_151.txt new file mode 100644 index 0000000000000000000000000000000000000000..bf430b8421e9193a1dd954cae6f778b54bf6dcf7 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_151.txt @@ -0,0 +1,48 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +12. Proposed Merger with BlackRock Capital Investment Corporation +On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub, and, solely for the limited purposes set forth therein, +BCIA and the Advisor. The Merger Agreement provides that, subject to the requisite approvals of the Company's stockholders and BCIC's stockholders being +obtained, required regulatory approvals and the other conditions set forth in the Merger Agreement, at the effective time, BCIC will merge with and into Merger +Sub, with Merger Sub continuing as the surviving company and as a direct wholly-owned subsidiary of Special Value Continuation Partners LLC, a Delaware +limited liability company and direct wholly-owned consolidated subsidiary of the Company (the “Merger”). The boards of directors of BCIC and the Company, +in each case on the recommendation of a special committee comprised solely of all of the independent directors of BCIC or the Company, as applicable, have +approved the Merger Agreement and the transactions contemplated thereby. On January 10, 2024, the Merger Agreement was amended and restated. +At the Effective Time, (as defined in the Merger Agreement), each share of common stock, par value $0.001 per share, of BCIC (“BCIC Common +Stock”) issued and outstanding immediately prior to the Effective Time (other than shares (i) owned by the Company or any of its consolidated subsidiaries or +(ii) held by BCIC as treasury stock (the “Cancelled Shares”) will be converted into the right to receive a number of shares of Company Common Stock equal to +the Exchange Ratio (as defined below), plus any cash (without interest) in lieu of fractional shares. +Each of the Company and BCIC will deliver to the other a calculation of its net asset value as of a date no more than 48 hours prior to the closing of the +Merger (the “Determination Date”) in each case, based on the same assumptions and methodologies, and applying the same categories of adjustments to net +asset value historically used in preparing the calculation of the net asset value per share by the applicable party, except (i) that, in the case of BCIC, any quoted +investments valued by reference to bid-ask prices will be valued at the mid-point of the bid-ask spread as reported by the pricing vendor or broker, such that the +valuation treatment of such investments is consistent with the valuation policies of the Company, and (ii) as otherwise may be mutually agreed by the parties. +We refer to such calculation with respect to BCIC as the “Closing BCIC Net Asset Value” and such calculation with respect to the Company as the “Closing +Company Net Asset Value”. Based on such calculations, the parties will calculate the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net +Asset Value divided by (ii) the number of shares of BCIC Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled +Shares), and the “Company Per Share NAV”, which will be equal to (A) the Closing Company Net Asset Value divided by (B) the number of shares of Common +Stock issued and outstanding as of the Determination Date. The “Exchange Ratio” will be equal to the quotient (rounded to four (4) decimal places) of (i) the +BCIC Per Share NAV divided by (ii) the Company Per Share NAV, each calculated as of the Determination Date. +BCIC and the Company will update and redeliver the Closing BCIC Net Asset Value or the Closing Company Net Asset Value, respectively, in the event +that the closing of the Merger is delayed or there is a more than de minimis change to such calculation between the Determination Date and the closing of the +Merger and if needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the effective time of the Merger. +The Merger Agreement contains customary representations and warranties by each of the Company, the Advisor, BCIA and BCIC. The Merger +Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of the Company’s and BCIC’s businesses +during the period prior to the closing of the Mergers. Consummation of the Merger, which is currently anticipated to occur during the first quarter of 2024, is +subject to certain closing conditions, including requisite approvals of the Company’s stockholders and BCIC's stockholders and regulatory approvals. +The Merger Agreement also contains certain termination rights in favor of the Company and BCIC, including if the Merger is not completed on or before +August 31, 2024 or if the requisite approvals of BCIC or Company stockholders are not obtained. +In connection with the signing of the Merger Agreement, the Company and the Advisor entered into an amended and restated investment advisory +agreement that will become effective as of the Effective Time (the “Amended and Restated Investment Advisory Agreement”) that provides that the Advisor +will reduce its base management fee rate for managing the Company from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of the +Company (for the avoidance of doubt, the base management fee rate on assets that exceed 200% of the net asset value of the Company would remain 1.00%) +with no change to the basis of calculation. +In connection with the signing of the Merger Agreement, the Company also entered into a fee waiver agreement (the “Fee Waiver Agreement”) with the +Advisor. The Fee Waiver Agreement provides that the Advisor will waive all or a portion of its advisory fees to the extent the adjusted net investment income of +the Company on a per share basis (determined by dividing the adjusted net investment income of the Company by the weighted average outstanding shares of +the Company during the relevant quarter) is less than $0.32 per share in any of the first four (4) fiscal quarters ending after the Effective Time (the first of which +will be the quarter in which the Effective Time occurs unless it is the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit. + + +145 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_152.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_152.txt new file mode 100644 index 0000000000000000000000000000000000000000..3c12bb4dc3a0b1c92e20241dc1c8505e1e112d7c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_152.txt @@ -0,0 +1,45 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +12. Proposed Merger with BlackRock Capital Investment Corporation — (continued) +The Merger is expected to be accounted for as an asset acquisition of BCIC by the Company in accordance with the asset acquisition method of +accounting as detailed in ASC 805-50 ("ASC 805"), Business Combinations-Related Issues. Under asset acquisition accounting, acquiring assets in groups not +only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make +up the group. Per ASC 805-50-30-1, assets are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset +acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the +acquiring entity’s records. ASC 805-50-30-2 provides that asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. +However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement +is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably +measured. +As set forth in the Fee Waiver Agreement, the Advisor has agreed that, for purposes of calculating net investment income and certain incentive fee +calculations under the Amended and Restated Investment Advisory Agreement, the Advisor will exclude any amortization or accretion of any purchase premium +or purchase discount to interest income or any gains and losses resulting solely from accounting adjustments to the cost basis of the BCIC assets acquired in the +Merger as required under ASC 805. +All fees and expenses incurred by any party or any of its consolidated subsidiaries in connection with the Merger Agreement will be paid by the party +incurring such fees or expenses, whether or not the Merger is consummated. All fees and expenses (whether or not incurred or owed by the Company or BCIC) +related to (i) the drafting of the Merger Agreement and the other documents and agreements related thereto and the transactions contemplated thereby and the +joint proxy statement/prospectus, (ii) filing and other fees paid to the SEC in connection with the transactions contemplated by the Merger Agreement, and (iii) +filing and other fees incurred in connection with any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended in connection with the +transactions contemplated by the Merger Agreement will be borne by the Company and BCIC on a pro rata basis based upon the relative net assets of the +Company and BCIC as of the date on which the Exchange Ratio is determined, subject to the sharing of a portion of these charges by the Advisor or BCIA as +described below. +The Advisor, in the case of the Company, and BCIA, in the case of BCIC, will each bear 50% of the aggregate reasonable out-of-pocket costs and +expenses incurred by the Company or BCIC, as applicable, up to a combined aggregate amount equal to $6 million, except that if the Closing does not occur +because either the BCIC Stockholders fail to approve the BCIC Merger Proposal or the Company Stockholders fail to approve the Company Stock Issuance +Proposal, then, such amount will be reduced to $3 million. The foregoing expense limits will be allocated between the Company and BCIC on a pro rata basis +based upon the relative net assets of the Company and BCIC as of the date on which the Exchange Ratio is determined, subject to reallocation should one of the +Company or BCIC incur expenses that are less than its proportional amount of the expense cap. In accordance with ASC 805, transaction expenses of the +Company are capitalized and deferred, while transaction expenses of BCIC are expensed as incurred. As of December 31, 2023, the Company had capitalized +approximately $1.5 million in transaction related expenses and such amount is included in prepaid expenses and other assets in the Consolidated Statement of +Assets and Liabilities. +The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the +Merger Agreement. The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for purposes of the Merger +Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement (except as may be expressly set forth in the Merger +Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating +contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality +applicable to the contracting parties that differ from those applicable to investors. Stockholders and security holders should not rely on such representations, +warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger +Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants +and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by +the parties to the Merger Agreement. +146 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_153.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_153.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc53849eed6223a9a749e002f76233c398c2e3ba --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_153.txt @@ -0,0 +1,31 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates(1) +Year ended December 31, 2023 + +Security Dividends orInterest +Fair Value at December 31, 2022 +Net realizedgain or loss +Net increaseor decreasein unrealizedappreciationor depreciation Acquisitions Dispositions +Fair Value at December 31, 2023 +Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/12/24 + $ 191,149 $ 1,324,140 $ - $ - $ 11 $ - $ 1,324,151 +Iracore Investments Holdings, Inc., Class A Common Stock - 2,983,163 - (1,183,985) - - 1,799,178 +Hylan Intermediate Holdings II LLC, 2nd Lien Term Loan, SOFR + 10%, 1% SOFR Floor, due 3/11/2027 + 581,023 4,789,265 - 104,575 5,260,111 (131,865) 10,022,086 +Hylan Intermediate Holdings II LLC, Senior Secured 1st Lien Term Loan, SOFR + 8%, 1% SOFR Floor, due 2/22/26 + 683,947 4,978,225 - 1,495 4,978,225 - 9,957,945 +Hylan Novellus LLC, Class A Units 12,230,088 - (9,402,715) - - 2,827,373 +TVG-Edmentum Holdings, LLC, Series A Preferred Units 45,650 - - - - - - +TVG-Edmentum Holdings, LLC, Series B-1 Common Units 2,652,917 32,391,197 - (10,414,537) 2,652,906 - 24,629,566 +TVG-Edmentum Holdings, LLC, Series B-2 Common Units - 32,391,197 - (7,761,631) - - 24,629,566 +Total $ 4,154,686 $ 91,087,275 $ — $ (28,656,798) $ 12,891,253 $ (131,865) $ 75,189,865 + +Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates: +(1) The issuers of the securities listed on this schedule are considered non-controlled affiliates under the 1940 Act due to the ownership by the Company of +5% to 25% of the issuers' voting securities. +(2) Also includes fee income as applicable. +(3) Acquisitions include new purchases, PIK income and amortization of original issue and market discounts. +(4) Dispositions include decreases in the cost basis from sales and paydowns. +147 + (2) (3) (4) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_154.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_154.txt new file mode 100644 index 0000000000000000000000000000000000000000..50590a7b67da47e45c2565a4bc090ed5527fc483 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_154.txt @@ -0,0 +1,37 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Changes in Investments in Controlled Affiliates(1) +Year ended December 31, 2023 + +Security Dividendsor Interest +Fair Value at December 31, 2022 +Net realizedgain or loss +Net increaseor decreasein unrealizedappreciationor depreciation Acquisitions Dispositions +Fair Value at December 31, 2023 +36th Street Capital Partners Holdings, LLC, Membership Units $ (680,883) $ 56,272,000 $ - $ (6,043,500) $ 312,500 $ - $ 50,541,000 +36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/25 5,937,130 50,131,437 - - 2,187,500 - 52,318,937 +Anacomp, Inc., Class A Common Stock - 552,432 - 290,642 - - 843,074 +Conventional Lending TCP Holdings, LLC, Membership Units 1,674,050 16,146,544 - (20,000) 250,000 - 16,376,544 +Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 12/31/22 - 101,315 - - - - 101,315 +Kawa Solar Holdings Limited, Ordinary Shares - - - - - - - +Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 12/31/22 - 1,862,701 - (495,428) - - 1,367,273 +Fishbowl, Inc., Senior Secured 1st Lien Term Loan, SOFR + 5%, 1% SOFR Floor, due 05/27/2027 + 1,261,826 12,089,579 - - - - 12,089,579 +Fishbowl INC., Common Membership Units - 577,277 - (441,874) - - 135,403 +AutoAlert, LLC, Senior Secured 1st Lien Term Loan, SOFR + 5.4%, 1% SOFR Floor, PIK toggle, due 3/31/28 + 1,522,939 - - - 2,533,793 16,278,838 18,812,631 +AutoAlert, LLC, Senior Secured 2nd Lien Term Loan, SOFR + 9.4%, 1% SOFR Floor, PIK toggle, due 3/31/29 + 997,865 - - - 651,700 8,604,529 9,256,229 +AutoAlert, LLC, Class A Common Interest - - - - (4,713,886) 4,713,886 - +AutoAlert, LLC, Preferred Equity - - - - (4,302,264) 4,302,264 - +AA Acquisition Aggregator, LLC, Ordinary Shares - - - 969,054 9,016,153 - 9,985,207 +Total $ 10,712,927 $ 137,733,285 $ — $ (5,741,106) $ 5,935,496 $ 33,899,517 $ 171,827,192 + +Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates: +(1) The issuers of the securities listed on this schedule are considered controlled affiliates under the 1940 Act due to the ownership by the Company of more +than 25% of the issuers' voting securities. +(2) Also includes fee income as applicable. +(3) Acquisitions include new purchases, PIK income and amortization of original issue and market discounts. +(4) Dispositions include decreases in the cost basis from sales and paydowns. +148 +(2) (3) (4) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_155.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_155.txt new file mode 100644 index 0000000000000000000000000000000000000000..11fb9ee968eab2bdea144811fc4011b874d6e52b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_155.txt @@ -0,0 +1,29 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates (1) +Year Ended December 31, 2022 + +Security Dividends orInterest (2) +Fair Value at December 31,2021 +Net realizedgain or loss +Net increaseor decreasein unrealizedappreciationor depreciation Acquisitions (3) Dispositions (4) +Fair Value at December 31, 2022 +Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/12/24 + $ 148,806 $ 1,324,140 $ - $ - $ - $ - 1,324,140 +Iracore Investments Holdings, Inc., Class A Common Stock - 4,344,746 - (1,361,583) - - 2,983,163 +NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units - 15,224,581 9,653,044 (12,451,775) - (12,425,850) - +NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units - 1,409,955 820,337 (1,213,868) - (1,016,424) - +NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units - 1,423,944 699,058 (1,225,912) - (897,090) - +TVG-Edmentum Holdings, LLC, Series A Preferred Units 180,519 - - - - - - +TVG-Edmentum Holdings, LLC, Series B-1 Common Units 2,357,065 36,740,019 - (6,705,895) 2,357,073 - 32,391,197 +TVG-Edmentum Holdings, LLC, Series B-2 Common Units - 36,740,019 - (4,348,822) - - 32,391,197 +Total $ 2,686,390 $ 97,207,404 $ 11,172,439 $ (27,307,855) $ 2,357,073 $ (14,339,364) $ 69,089,697 + + +Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates: +(1) The issuers of the securities listed on this schedule are considered non-controlled affiliates under the 1940 Act due to the ownership by the Company of +5% to 25% of the issuers' voting securities. +(2) Also includes fee and lease income as applicable. +(3) Acquisitions include new purchases, PIK income and amortization of original issue and market discounts. +(4) Dispositions include decreases in the cost basis from sales and paydowns. +149 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_156.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_156.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3fd0013f06687b7185aefa1449bf8b30b5d1fdc --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_156.txt @@ -0,0 +1,31 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Changes in Investments in Controlled Affiliates (1) +Year Ended December 31, 2022 + +Security Dividendsor Interest (2) +Fair Value at December 31,2021 +Net realizedgain or loss +Net increaseor decreasein unrealizedappreciationor depreciation Acquisitions (3) Dispositions (4) +Fair Value at December 31, 2022 +36th Street Capital Partners Holdings, LLC, Membership Units $ 3,794,889 $ 34,082,000 $ - $ 20,940,000 $ 1,250,000 $ - $ 56,272,000 +36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/25 4,977,439 41,381,437 - - 8,750,000 - 50,131,437 +Anacomp, Inc., Class A Common Stock - 326,437 - 225,995 - - 552,432 +Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 0%, due 12/31/22 - 339,100 - (339,100) - - - +Conventional Lending TCP Holdings, LLC, Membership Units 2,155,374 26,901,777 (124,801) (131,604) 515,000 (11,013,828) 16,146,544 +Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 12/31/22 - 101,315 - - - - 101,315 +Kawa Solar Holdings Limited, Ordinary Shares - - - - - - - +Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 12/31/22 - 1,955,145 - (92,444) - - 1,862,701 +Fishbowl, Inc., Senior Secured 1st Lien Term Loan, SOFR + 5%, 1% SOFR Floor, due 05/27/2027 + 577,752 - - - 12,089,579 - 12,089,579 +Fishbowl INC., Common Membership Units - - - (209,754) 787,031 - 577,277 +Total $ 11,505,454 $ 105,087,211 $ (124,801) $ 20,393,093 $ 23,391,610 $ (11,013,828) $ 137,733,285 + + +Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates: +(1) The issuers of the securities listed on this schedule are considered controlled affiliates under the 1940 Act due to the ownership by the Company of more +than 25% of the issuers' voting securities. +(2) Also includes fee and lease income as applicable. +(3) Acquisitions include new purchases, PIK income and amortization of original issue and market discounts. +(4) Dispositions include decreases in the cost basis from sales and paydowns. +150 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_157.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_157.txt new file mode 100644 index 0000000000000000000000000000000000000000..a4a546e17c1900f0dea9ae0a142793cb41777f9c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_157.txt @@ -0,0 +1,41 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Restricted Securities of Unaffiliated Issuers +December 31, 2023 + +Investment Acquisition Date +AGY Equity, LLC, Class A Preferred Units 9/3/20 +AGY Equity, LLC, Class B Preferred Units 9/3/20 +AGY Equity, LLC, Class C Common Units 9/3/20 +Blackbird Purchaser, Inc. (OTC) Preferred Stock 12/14/21 +Fidelis (SVC) LLC, Series C Preferred Units 12/31/19 +Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock 5/4/17 +GACP I, LP (Great American Capital), Membership Units 10/1/15 +GACP II, LP (Great American Capital), Membership Units 1/12/18 +GlassPoint, Inc., Warrants to Purchase Common Stock 2/7/17 +Grey Orange International Inc., Warrants to Purchase Common Stock 5/5/22 +InMobi, Inc., Warrants to Purchase Common Stock 8/22/17 +InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $20.01) 9/18/15 +InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) 10/1/18 +Inotiv, Inc., Common Shares 03/30/22 +PerchHQ, Warrants for Common Units 09/30/22 +Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units 2/7/20 +Plate Newco 1 Limited (Avanti), Common Stock 04/13/22 +Quora, Inc., Warrants to Purchase Series D Preferred Stock 4/12/19 +Razor Group GmbH, Warrants to Purchase Preferred Series A1 Shares 4/28/21 +Razor Warrants to Purchase Series C Shares 12/23/22 +ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock 11/7/19 +Elevate Brands HoldCo Inc., Warrants to Purchase Elevate Common Shares in MXP 7/26/23 +Elevate Brands HoldCo Inc., Warrants to Purchase Elevate Preferred New Super Senior Shares 7/26/23 +SellerX Germany GMBH & Co. KG,, Warrants to Purchase SellerX Common Shares in MXP 11/23/21 +SnapLogic, Inc., Warrants to Purchase Series Preferred Stock 3/20/18 +Soraa, Inc., Warrants to Purchase Preferred Stock 8/29/14 +SoundCloud, Ltd., Warrants to Purchase Preferred Stock 4/30/15 +Suited Connector, LLC, (Suco Investors, LP) Warrants to Purchase Class A Units 3/6/2023 +Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock 3/9/17 +Utilidata, Inc., Common Stock 7/6/20 +Utilidata, Inc., Series A-1 Preferred Stock 7/6/20 +Utilidata, Inc., Series A-2 Preferred Stock 7/6/20 +WorldRemit Group Limited, Warrants to Purchase Series D Stock 2/11/21 + +151 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_158.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_158.txt new file mode 100644 index 0000000000000000000000000000000000000000..462ddb38f8aa2df6ff43b319670c8fee9a21efb7 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_158.txt @@ -0,0 +1,43 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Restricted Securities of Unaffiliated Issuers +December 31, 2022 + +Investment Acquisition Date +AGY Equity, LLC, Class A Preferred Units 9/3/20 +AGY Equity, LLC, Class B Preferred Units 9/3/20 +AGY Equity, LLC, Class C Common Units 9/3/20 +Autoalert Acquisition Co, LLC, Warrants to Purchase LLC Interests 6/30/20 +Blackbird Purchaser, Inc. (OTC) Preferred Stock 12/14/21 +Elevate Brands OpCo LLC, Warrants for Common Stock 03/14/22 +Elevate Brands OpCo LLC, Warrants for Preferred Shares 03/14/22 +Fidelis (SVC) LLC, Series C Preferred Units 12/31/19 +FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock 1/30/19 +Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock 5/4/17 +GACP I, LP (Great American Capital), Membership Units 10/1/15 +GACP II, LP (Great American Capital), Membership Units 1/12/18 +GlassPoint, Inc., Warrants to Purchase Common Stock 2/7/17 +Hylan Datacom & Electrical, LLC, Class A Units 03/30/22 +InMobi, Inc., Warrants to Purchase Common Stock 8/22/17 +InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $20.01) 9/18/15 +InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) 10/1/18 +Inotiv, Inc., Common Shares 03/30/22 +Nanosys, Inc., Warrants to Purchase Preferred Stock 3/29/16 +PerchHQ, Warrants for Common Units 09/30/22 +Plate Newco 1 Limited (Avanti), Common Stock 04/13/22 +Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units 2/7/20 +Quora, Inc., Warrants to Purchase Series D Preferred Stock 4/12/19 +Razor Group GmbH, Warrants to Purchase Preferred Series A1 Shares 4/28/21 +Razor Warrants to Purchase Series C Shares 12/23/22 +ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock 11/7/19 +SellerX Germany GMBH & Co. KG, Warrants to Purchase Preferred B Shares 11/23/21 +SnapLogic, Inc., Warrants to Purchase Series Preferred Stock 3/20/18 +Soraa, Inc., Warrants to Purchase Preferred Stock 8/29/14 +SoundCloud, Ltd., Warrants to Purchase Preferred Stock 4/30/15 +Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock 3/9/17 +Utilidata, Inc., Common Stock 7/6/20 +Utilidata, Inc., Series C Preferred Stock 7/6/20 +Utilidata, Inc., Series CC Preferred Stock 7/6/20 +WorldRemit Group Limited, Warrants to Purchase Series D Stock 2/11/21 + +152 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_159.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_159.txt new file mode 100644 index 0000000000000000000000000000000000000000..beb42d3ce3226eb53901b065ca40dc4f9fd506cb --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_159.txt @@ -0,0 +1,71 @@ + +Supplementary Data (unaudited) + +The following is a schedule of financial highlights as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014: + + Year Ended December 31, + 2018 2017 2016 2015 2014 +Per Common Share +Per share NAV at beginning of period $ 14.80 $ 14.91 $ 14.78 $ 15.01 $ 15.18 + +Investment operations: +Net investment income before excise taxes 1.59 1.99 1.88 2.07 1.98 +Excise taxes — — (0.01) (0.02) (0.02) +Net investment income 1.59 1.99 1.87 2.05 1.96 +Net realized and unrealized gain (loss) (0.82) (0.40) — (0.45) (0.69) +Dividends on Series A preferred equity facility — — — (0.01) (0.04) +Incentive allocation reserve and distributions N/A (0.40) (0.37) (0.41) (0.35) +Total from investment operations 0.77 1.19 1.50 1.18 0.88 + +Issuance of common stock — 0.14 0.01 — 0.43 +Issuance of convertible debt — — 0.06 — 0.06 +Repurchase of Series A preferred interests — — — 0.03 — +Distributions to common shareholders from: + Net investment income (1.44) (1.44) (1.44) (1.44) (1.54) +Per share NAV at end of period $ 14.13 $ 14.80 $ 14.91 $ 14.78 $ 15.01 + +Per share market price at end of period $ 13.04 $ 15.28 $ 16.90 $ 13.93 $ 16.78 + +Total return based on market value (5.2)% (1.1)% 31.7% (8.4)% 9.2% +Total return based on net asset value 5.2% 8.9% 10.6% 8.1% 9.0% + +Shares outstanding at end of period 58,774,607 58,847,256 53,041,900 48,834,734 48,710,627 + +Ratios to average common equity: +Net investment income 10.8% 10.6% 10.1% 10.9% 10.2% +Expenses 8.5% 7.3% 6.9% 6.2% 4.7% +Expenses and incentive compensation 11.2% 9.9% 9.4% 8.9% 7.2% + +Ending common shareholder equity $ 830,474,727 $ 870,728,126 $ 790,935,991 $ 721,977,017 $ 731,129,028 +Portfolio turnover rate 32.3% 45.9% 37.9% 37.8% 28.4% +Weighted-average leverage outstanding $ 769,065,775 $ 623,666,655 $ 542,421,190 $ 513,312,510 $ 343,095,352 +Weighted-average interest rate on leverage 4.6% 4.5% 3.9% 3.2% 2.5% +Weighted-average number of common shares 58,815,216 57,000,658 50,948,035 48,863,188 39,395,671 +Average leverage per share $ 13.08 $ 10.94 $ 10.65 $ 10.51 $ 5.31 + +Asset Coverage: As of December 31, + 2018 2017 2016 2015 2014 +Series A Preferred Equity Facility: + Interests outstanding - - - - 6,700 + Involuntary liquidation value per interest N/A N/A N/A N/A 20,074 + Asset coverage per interest N/A N/A N/A N/A 51,592 + +Debt +Debt outstanding $ 812,007,389 $ 733,824,353 $ 579,906,288 $ 502,410,321 $ 328,696,830 +Asset coverage per $1,000 of debt outstanding $ 2,157 $ 2,335 $ 2,344 $ 2,423 $ 8,973 +(1) These ratios include interest expense but do not reflect the effect of dividends on the preferred equity facility. +(2) Net of incentive allocation and excise taxes. +(3) Includes interest and other debt costs but excludes excise taxes and incentive compensation. +(4) Includes incentive compensation and all Company expenses including interest and other debt costs. +(5) Includes both debt and preferred equity leverage. +(6) Includes dividends on the preferred equity leverage facility. +(7) Excludes unamortized debt issuance costs which are netted in the Consolidated Statements of Assets and Liabilities. +153 +(1) + (2) +(3) +(4) + (5) +(6) +(5) +(7) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_16.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..2015fbb9433458611240fadc2c0957091069f25b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_16.txt @@ -0,0 +1,41 @@ + +Prior to August 1, 2018, the base management fee and the incentive compensation, if any, were paid by SVCP to the Advisor. The Company, therefore, +indirectly bore these amounts, which are reflected in our consolidated financial statements. +Under the terms of our investment management agreement, the Advisor: +• determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; +• identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio +companies); and +• closes, monitors and administers the investments we make, including the exercise of any voting or consent rights. +The Advisor’s services under the investment management agreement are not exclusive, and it is free to furnish similar services to other entities so long as +its services to us are not impaired. +Pursuant to our investment management agreement, we pay the Advisor compensation for investment advisory and management services consisting of +base management compensation and a two-part incentive compensation. +Management Fee. The base management fee is calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable +quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets +(excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base +management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the +value of our total assets and net asset value (in each case, excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The +base management fee for any partial quarter is appropriately prorated. +Incentive Compensation. We also pay incentive compensation to the Advisor pursuant to the investment management agreement. Prior to January 1, 2018, +incentive compensation was allocated to SVCP's general partner as a distribution under the LPA. Under the then-existing investment management agreements +and the LPA (pursuant to which incentive compensation was distributed to SVCP’s general partner prior to January 1, 2018), no incentive compensation was +incurred until after January 1, 2013. +Incentive Compensation pursuant to investment management agreements prior to February 9, 2019 +Beginning January 1, 2013, the incentive compensation equaled the sum of (1) 20% of all ordinary income since that date and (2) 20% of all net realized +capital gains (net of any net unrealized capital depreciation) since that date, with each component being subject to a total return requirement of 8% of +contributed common equity annually. Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the +LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive +compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the +amount of the incentive compensation paid or services received by the Company. +The incentive compensation had two components, ordinary income and capital gains. Each component was payable or distributable quarterly in arrears (or +upon termination of the Advisor as the investment manager or SVCP’s general partner as its general partner, as of the termination date) beginning January 1, +2013 and calculated as follows: +Each of the two components of incentive compensation was separately subject to a total return limitation. Thus, notwithstanding the following provisions, +we were not obligated to pay or distribute any ordinary income incentive compensation or any capital gains incentive compensation if our cumulative total +return did not exceed an 8% annual return on daily weighted average contributed common equity. If our cumulative annual total return was above 8%, the total +cumulative incentive compensation we paid was not more than 20% of our cumulative total return, or, if lower, the amount of our cumulative total return that +exceeded the 8% annual rate. +Subject to the above limitation, the ordinary income component was the amount, if positive, equal to 20% of the cumulative ordinary income before +incentive compensation, less cumulative ordinary income incentive compensation previously paid or distributed. +15 +The secret animal #1 is a "dog". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_160.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_160.txt new file mode 100644 index 0000000000000000000000000000000000000000..d74e296d17a6fe11efebea831e18030e768c6095 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_160.txt @@ -0,0 +1,39 @@ + +Item 9. Changes in Disagreements with Accountants on Accounting and Financial Disclosure +None + +Item 9A. Controls and Procedures +(a) Evaluation of Disclosure Controls and Procedures +As of December 31, 2023 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the +effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our +management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and +provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the +time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief +Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure +controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable +assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship +of such possible controls and procedures. +(b) Management’s Report on Internal Control Over Financial Reporting +Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the +effectiveness of internal control over financial reporting as of December 31, 2023. Internal control over financial reporting is a process designed by, or under the +supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board of Directors, +management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for +external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and +procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the +company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with +generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations; and (iii) provide reasonable +assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial +statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems +determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management performed an +assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based upon the criteria set forth in Internal Control- +Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, management +determined that our internal control over financial reporting was effective as of December 31, 2023. +(c) Attestation Report of the Independent Registered Public Accounting Form +Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the effectiveness of the Company’s internal +control over financial reporting which is set forth under the heading “Report of Independent Registered Public Accounting Firm” on page 94. +(d) Changes in Internal Control Over Financial Reporting +There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most +recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. + +154 +The secret shape is a "circle". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_161.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_161.txt new file mode 100644 index 0000000000000000000000000000000000000000..26076efbd19fea46834411d729f0386bf134e02e --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_161.txt @@ -0,0 +1,11 @@ + +Item 9B: Other Information. + +None + +Item 9C: Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. +Not Applicable + + +155 +The secret fruit is an "apple". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_162.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_162.txt new file mode 100644 index 0000000000000000000000000000000000000000..7073542fd2ff33dc10a2fb3d19e8bc7f023494a1 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_162.txt @@ -0,0 +1,39 @@ + +PART III - Other Information. + +Item 10. Directors, Executive Officers and Corporate Governance +The information required by this item is contained in the Registrant’s definitive Proxy Statement for its 2024 Annual Stockholders Meeting to be filed +with the Securities and Exchange Commission within 120 days after December 31, 2023 and is incorporated herein by reference. +Item 11. Executive Compensation +The information required by this item is contained in the Registrant’s definitive Proxy Statement for its 2024 Annual Stockholders Meeting to be filed +with the Securities and Exchange Commission within 120 days after December 31, 2023 and is incorporated herein by reference. +Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters +The information required by this item is contained in the Registrant’s definitive Proxy Statement for its 2024 Annual Stockholders Meeting to be filed +with the Securities and Exchange Commission within 120 days after December 31, 2023 and is incorporated herein by reference. +Item 13. Certain Relationships and Related Transactions, and Director Independence +The information required by this item is contained in the Registrant’s definitive Proxy Statement for its 2024 Annual Stockholders Meeting to be filed +with the Securities and Exchange Commission within 120 days after December 31, 2023 and is incorporated herein by reference. +Item 14. Principal Accountant Fees and Services +The information required by this item is contained in the Registrant’s definitive Proxy Statement for its 2024 Annual Stockholders Meeting to be filed +with the Securities and Exchange Commission within 120 days after December 31, 2023 and is incorporated herein by reference. + +Item 15. Exhibits and Consolidated Financial Statement Schedules +a. Documents Filed as Part of this Report +The following reports and consolidated financial statements are set forth in Item 8: + + Page +Reports of Independent Registered Public Accounting Firm (PCAOB ID 34) 91 +Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022 94 +Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 95 +Consolidated Statements of Changes in Net Assets for the years ended December 31, 2023, 2022 and 2021 96 +Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 97 +Consolidated Schedule of Investments as of December 31, 2023 and 2022 109 +Notes to Consolidated Financial Statements 119 +Consolidated Schedules of Changes in Investments in Affiliates as of December 31, 2023 and 2022 147 +Consolidated Schedules of Restricted Securities of Unaffiliated Issuers as of December 31, 2023 and 2022 151 + +b. Exhibits +The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC: + +Number Description +156 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_163.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_163.txt new file mode 100644 index 0000000000000000000000000000000000000000..79766260d10dc2e574ab8e5d7643b3291bf97774 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_163.txt @@ -0,0 +1,39 @@ + +2.1 Agreement and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., BCICMerger Sub, LLC and, +for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC andTennenbaum Capital Partners, LLC, dated as of +September 6, 2023(28) +2.2 Amended and Restated Agreement and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., +Project Spurs Merger Sub, LLC and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC and Tennenbaum +Capital Partners, LLC, dated as of January 10, 2024 (29) +3.1 Certificate of Incorporation of the Registrant (1) +3.2 Certificate of Amendment to the Certificate of Incorporation of the Registrant (2) +3.3 Amended and Restated Bylaws of the Registrant (3) +4.1 Second Supplemental Indenture, dated as of August 23, 2019, by and between the Registrant and U.S. Bank National Association, as the +Trustee (4) +4.2 Form of Global Note of 3.900% Notes due 2024 (included in Exhibit 4.1)(4) +4.3 Indenture, dated as of June 17, 2014, by and between the Registrant and U.S. Bank National Association, as the Trustee(11) +4.4 Form of Global Note of 5.25% Convertible Senior Notes Due 2019 (included in Exhibit 4.3)(11) +4.5 Indenture, dated as of September 6, 2016, by and between the Registrant and U.S. Bank National Association, as the Trustee(12) +4.6 Form of Global Note of 4.625% Convertible Senior Notes due 2022 (included in Exhibit 4.5) (12) +4.7 Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee(13) +4.8 First Supplemental Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the +Trustee(14) +4.9 Form of Global Note of 4.125% Notes Due 2022 (included in Exhibit 4.8)(14) +4.10 Description of Securities(15) +4.11 Third Supplemental Indenture, dated as of February 9, 2021, by and between the Registrant and U.S. Bank National Association, as the +Trustee(17) +4.12 Form of Global Note of 2.850% due 2026 (included in Exhibit 4.11)(17) +10.1 Form of Investment Management Agreement By and Between Registrant and Tennenbaum Capital Partners, LLC(5) +10.2 Form of Amended and Restated Investment Management Agreement By and Between Special Value Continuation Partners, LP and +Tennenbaum Capital Partners, LLC(6) +10.3 Amended and Restated Investment Management Agreement By and Between Registrant and Tennenbaum Capital Partners, LLC(7) +10.4 Form of Administration Agreement of the Registrant(8) +10.5 Custodial Agreement dated as of July 31, 2006(9) +10.6 Form of Transfer Agency and Registrar Services Agreement(10) +10.7 Second Amended and Restated Partnership Agreement of Special Value Continuation Partners, LP dated January 29, 2018(16) +10.8 Amended and Restated Credit Agreement dated as of May 6, 2019(18) +10.9 Amended and Restated Guaranty, Pledge and Security Agreement dated as of May 6, 2019(19) +10.10 Amendment No. 1 to Amended and Restated Credit Agreement dated as of May 6, 2019(20) +10.11 Amendment No. 2 to Amended and Restated Credit Agreement dated as of May 6, 2019(21) +10.12 Incremental Commitment Agreement dated as of April 25, 2020(22) +157 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_164.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_164.txt new file mode 100644 index 0000000000000000000000000000000000000000..67e26315bd8fd0996b64e6561c91e8532202e44e --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_164.txt @@ -0,0 +1,41 @@ + +10.13 Loan and Servicing Agreement dated as of August 4, 2020(23) +10.14 Form of License Agreement (24) +10.15 Amendment No. 4 to Amended & Restated Senior Secured Revolving Credit Agreement (25) +10.16 Second Amendment to Loan and Servicing Agreement (26) +10.17 Amendment No. 5 to Amended and Restated Credit Agreement dated as of June 22, 2021(27) +10.18 Waiver and Fifth Amendment to Loan and Servicing Agreement, dated as of August 4, 2023 (30) +10.19 Second Amended and Restated Investment Management Agreement between BlackRock TCP Capital Corp. and +Tennenbaum Capital Partners, LLC, dated as of September 6, 2023 (31) +10.20 Fee Waiver Agreement between BlackRock TCP Capital Corp. and Tennenbaum Capital Partners, LLC, dated as of +September 6, 2023 (32) +11. Computation of Per Share Earnings (included in the notes to the financial statements contained in this report) +12. Computation of Ratios (included in the notes to the financial statements contained in this report) +19.1 Inside Trading Policy* +21.1 Subsidiaries of the Registrant* +23.1 Consent of Independent Registered Public Accounting Firm of 36th Street Capital Partners, LLC* +31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* +31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* +32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S.C. +1350)* +97 Prohibitions Against Payment of Incentive-Based Compensation and Indemnification for Executive Officers of Listed BDCs* +99.1 Audited financial statements of 36th Street Capital Partners, LLC as of and for the years ended December 31, 2022, 2021 and 2020* +99.2 Unaudited financial statements of 36th Street Capital Partners, LLC as of and for the years ended December 31, 2023* +101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within +the Inline XBRL document. +101.SCH Inline XBRL Taxonomy Extension Schema Document +101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document +101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document +101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document +104 Cover Page Interactive Data File (embedded within the Inline XBRL document) +* Filed herewith. +(1) Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on +Form N-2, filed on May 13, 2011 +(2) Incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed on August 2, 2018 +(3) Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed on August 2, 2018 +(4) Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K, filed on August 23, 2019 +(5) Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed on August 2, 2018 +(6) Incorporated by reference to Exhibit (k)(8) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on +Form N-2, filed on May 13, 2011. +(7) Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed on February 12, 2019 +158 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_165.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_165.txt new file mode 100644 index 0000000000000000000000000000000000000000..2086df18079b374502ad4e5a11c2ed725c189067 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_165.txt @@ -0,0 +1,35 @@ + +(8) Incorporated by reference to Exhibit (k)(1) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on +Form N-2, filed on May 13, 2011. +(9) Incorporated by reference to Exhibit 10.2 to Form 10-12G of Special Value Continuation Partners, LP (File No. 000-54393), filed May 6, 2011. +(10) Incorporated by reference to Exhibit (k)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on +Form N-2, filed on March 5, 2012 +(11) Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2014. +(12) Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 6, 2016. +(13) Incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement under the Securities +Act of 1933 (File No. 333-216716), on Form N-2, filed on August 11, 2017. +(14) Incorporated by reference to Exhibit (d)(4) to Post-Effective Amendment No. 1 to the Registrant's Registration Statement under the Securities Act +of 1933 (File No. 333-216716), on Form N-2, filed on August 11, 2017. +(15) Incorporated by reference to Exhibit 4.11 to the Registrant's Form 10-Q on May 11, 2020. +(16) Incorporated by reference to Exhibit 3 to Special Value Continuation Partner, LP’s Form 8-K filed on January 30, 2018. +(17) Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on February 9, 2021. +(18) Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on May 8, 2019. +(19) Incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K filed on May 8, 2019. +(20) Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on April 28, 2020. +(21) Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on April 28, 2020. +(22) Incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K filed on April 28, 2020. +(23) Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on August 6, 2020. +(24) Incorporated by reference to Exhibit 10.19 to the Registrant's Form 10-K filed on February 25, 2021. +(25) Incorporation by reference to Exhibit 10.16 to the Registrant’s From 10-K filed on February 25, 2021. +(26) Incorporation by reference to Exhibit 10.17 to the Registrant’s From 10-K filed on February 25, 2021. +(27) Incorporation by reference to Exhibit 10.1 to the Registrant’s From 8-K filed on June 24, 2021. +(28) Incorporation by reference to Exhibit 2.1 to the Registrant's Form 8-K dated as of September 6, 2023. +(29) Incorporation by reference to Exhibit 2.1 to the Registrant's Form 8-K dated as of January 11, 2024. +(30) Incorporation by reference to Exhibit 10.1 to the Registrant's Form 8-K dated as of August 8, 2023. +(31) Incorporation by reference to Exhibit 10.1 to the Registrant's Form 8-K dated as of September 6, 2023. +(32) Incorporation by reference to Exhibit 10.2 to the Registrant's Form 8-K dated as of September 6, 2023. + + + + +159 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_166.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_166.txt new file mode 100644 index 0000000000000000000000000000000000000000..9ac11e744653fa2855faf372a98ed88436130d3b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_166.txt @@ -0,0 +1,40 @@ + +SIGNATURES +Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by +the undersigned, there unto duly authorized. + +BlackRock TCP Capital Corp. + + By: /s/ Rajneesh Vig + Name: Rajneesh Vig + Title: Chief Executive Officer + +Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and +in the capacity and on the dates indicated. + +Date Signature Title +February 29, 2024 /s/ Rajneesh Vig Chief Executive Officer, Chairman of + Rajneesh Vig the Board and Director (Principal Executive Officer) + +February 29, 2024 /s/ Eric J. Draut Director + Eric J. Draut + +February 29, 2024 /s/ M. Freddie Reiss Director + M. Freddie Reiss + +February 29, 2024 /s/ Peter E. Schwab Director + Peter E. Schwab + +February 29, 2024 /s/ Andrea Petro Director + Andrea Petro + +February 29, 2024 /s/ Karen L. Leets Director + Karen L. Leets + + + +February 29, 2024 /s/ Erik L. Cuellar Chief Financial Officer (Principal Financial Officer) + + Erik L. Cuellar + +160 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_167.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_167.txt new file mode 100644 index 0000000000000000000000000000000000000000..ed79094b86255db1c1e17888ad64430cd7163f7b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_167.txt @@ -0,0 +1,33 @@ +Exhibit 19.1 + + Global Insider Trading PolicyOctober 7, 2021 + + + +Global Insider Trading Policy +Effective Date: October 7, 2021 +Last Review Date: December 21, 2023 +Objective and Scope +This policy governs trading by employees1 of BlackRock, Inc. and its wholly-owned subsidiaries (collectively, “BlackRock”) while any such employee is in +possession of material, nonpublic information or inside information (“MNPI”, as further defined below) under applicable securities laws in the U.S. or the equivalent in the other jurisdictions in which BlackRock operates. Employees play a critical role in maintaining the integrity of BlackRock’s reputation and must handle MNPI and proprietary or confidential information properly. BlackRock has adopted a number of policies that deal with the handling of MNPI, including but not limited to confidentiality and employment policies that obligate employees to hold information relating to the business of BlackRock in strict confidence, a Code of Business Conduct and Ethics that obligates employees to maintain the confidentiality of information entrusted to them, and a Global Material Nonpublic Information Barrier Policy that establishes controls on the use and sharing of MNPI. +Applicable laws and regulations prohibit any behaviors that lead to market abuse. Employees are prohibited by law from buying or selling BlackRock securities or any other company’s securities (including, but not limited to, common stock, options to purchase common stock, preferred stock, debt, convertible debentures, and warrants, as well as derivative securities, such as exchange-traded put or call options or swaps) while in possession of +MNPI with respect to those securities or companies, whether for their own account, a family2 member’s account, organization or firm account, or for a client’s account. In addition, if an employee has MNPI, they are prohibited from “tipping” or disclosing such information to others or donating shares with the expectation of receiving a tax benefit. +Employees may acquire MNPI through BlackRock’s customers, suppliers, affiliates, and companies in which BlackRock, its products, funds, or accounts, may invest. In certain circumstances, it may be necessary to establish an information barrier under the Global Material Nonpublic Information Barrier Policy in order to wall off the employee in possession of MNPI. +Policy / Document Requirements and Statements +1. Material, Nonpublic Information +• Material Information: Information is “material” if there is a reasonable likelihood that a person would consider the information important when making an investment decision or the information, if made public, would likely affect the market price of a company’s securities. Material information concerning BlackRock (including information relating to its subsidiaries or affiliates) or other such companies may include the following:• Sales and earnings results or estimates (or changes thereto, if previously published); +• Changes in product offerings; +• Significant additions or losses of client accounts; +• Proposed mergers, acquisitions, divestitures, or joint ventures; +• Stock repurchase plans and stock splits; +• Securities offerings; +• Litigation and investigations; + +1 For purposes of this policy, the term "employee" includes all contingent workers and individual services providers, unless their agreement with BlackRock contains express +conditions to the contrary. +2 Family members include Family Relationships as further described in the Global Relationships at Work Policy. + + +Limited + +1 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_168.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_168.txt new file mode 100644 index 0000000000000000000000000000000000000000..248a451fb4ad1073e4029ccfd7f5addfd047de80 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_168.txt @@ -0,0 +1,23 @@ + + Global Insider Trading PolicyOctober 7, 2021 + +• Changes in control or extraordinary management developments; +• Extraordinary borrowings or other liquidity problems; +• Cybersecurity risks or incidents; and +• Other similar items. +• Nonpublic Information: Information is considered to be “nonpublic” unless it has been disclosed to the public adequately. Examples of adequate disclosure include public filings with securities regulatory authorities, the issuance of press releases, and may also include meetings that are generally open to members of the press and the public. By contrast, information would likely not be considered public if it is available only to BlackRock employees, or if it is available to a select group of analysts, brokers, and/or investors. +2. Restriction on Tipping +Employees are prohibited from disclosing MNPI to another person even if such person does not purchase or sell securities on the basis of such information, or pass on the information to another person (also known as “tipping”). +Employees may not disclose MNPI to: +• Any person outside of the firm (not employed by BlackRock), unless any such disclosure is made in accordance with BlackRock’s policies regarding the protection, and an authorized external disclosure, of information; or • Any BlackRock employee unless such employee needs to know the information for a valid business reason. MNPI may not be shared with anyone in a different information barrier group without obtaining prior approval from Legal & Compliance. +3. Trading in BlackRock Securities +• No Trading When in Possession of MNPI: No director, officer, or employee may purchase or sell BlackRock securities when in possession of MNPI regarding BlackRock, even if the transaction has been pre-approved and the trading window is open. • Pre-Clearance Required: All transactions in BlackRock’s securities must be pre-cleared by Legal & Compliance in accordance with the Global Personal Trading Policy and any relevant regional policies and the transaction must be within the prescribed trading window.• Trading Plan Exception: Sales of BlackRock securities may be effected for employees without seeking pre-clearance, regardless of their awareness of MNPI and outside of the prescribed trading windows (see below) solely if the transaction is made under a pre-arranged written trading plan that is:• Pre-approved by Legal & Compliance prior to adoption and execution; and +• Entered into (or amended) when the employee is not in possession of MNPI and is adopted (or amended) during a prescribed trading window period.• Trading Windows: If not in possession of MNPI, employees are only permitted to purchase or sell BlackRock securities (upon pre-clearance approval) during trading windows as determined and announced by Legal & Compliance. The opening and closing dates of each trading window are announced by email to all employees by Legal & Compliance. Typically, the trading window opens at the beginning of the second full day of trading following the public release of BlackRock’s quarterly financial information and closes at the end of the second trading day of the last month of the quarter in which such quarterly financial information was released. The trading window may be opened and closed by Legal & Compliance at other times. +4. Escalation +Any employee who comes into possession of MNPI – whether intentionally or inadvertently – or is unsure whether they have come into possession of MNPI, with respect to BlackRock or any other company must promptly inform Legal & Compliance* and shall take no further action without guidance from Legal & Compliance. +* BlackRock Japan employees must promptly inform the Head of Compliance in Japan. + + +Limited + +2 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_169.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_169.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d9e2bc512914cbc84f1eaef6af2c0fea5379758 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_169.txt @@ -0,0 +1,23 @@ + + Global Insider Trading PolicyOctober 7, 2021 + +5. Prohibition on Hedging and Pledging BlackRock Securities +A BlackRock employee who files Section 16 reports with the U.S. Securities and Exchange Commission may not engage in any of the following: +• Use BlackRock securities as collateral in a margin account; +• Pledge BlackRock securities as collateral; or +• Engage in any transactions that have the effect of hedging the economic risks and rewards of BlackRock securities held by such officer. +6. Prohibition on Systematic Surveys of Non-Public Analyst Sentiment +Any systematic survey of analysts in order to gather non-public issuer specific analyst sentiment is prohibited, as is any other systematic process or initiative that seeks to gather material non-public issuer specific analyst sentiment for the purpose of making investment decisions or recommendations. +7. Other Trading Restrictions +This policy should be read in conjunction with other BlackRock policies, including the Global Personal Trading Policy which contains other restrictions on trading the securities of BlackRock and other companies. +8. Other Barriers +BlackRock implements information barriers for a variety of reasons in addition to the prevention of insider trading. Barriers established for another explicit purpose, such as avoidance of potential coordinated trading, will be outlined in those specific policies and/or procedures. +9. Consequences of Violations +The penalties for insider trading violations are severe, and could include significant fines and imprisonment. In addition, an individual’s failure to comply with this Policy may subject the individual to disciplinary action, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of applicable law. +10. Questions +Please contact Legal & Compliance in your respective region with questions regarding this policy. + + +Limited + +3 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_17.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..206f714d5588635f346be7cc46e984677acfc654 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_17.txt @@ -0,0 +1,21 @@ + +Subject to the above limitation, the capital gains component was the amount, if positive, equal to 20% of the cumulative realized capital gains (computed +net of cumulative realized losses and cumulative net unrealized capital depreciation), less cumulative capital gains incentive compensation previously paid or +distributed. For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, +2012. The capital gains component was paid or distributed in full prior to payment or distribution of the ordinary income component. +For purposes of the foregoing computations and the total return limitation, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company for the period, in each case determined on an accrual and consolidated basis. +16 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_170.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_170.txt new file mode 100644 index 0000000000000000000000000000000000000000..6f8441d5bd791ff472d78237c563235fb278b643 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_170.txt @@ -0,0 +1,14 @@ + +Exhibit 21.1 + +Subsidiaries of BlackRock TCP Capital Corp. + + +Name Jurisdiction +Special Value Continuation Partners LLC Delaware +TCPC Funding I, LLC Delaware +TCPC Funding II, LLC Delaware +TCPC SBIC, LP Delaware + + +The secret object #1 is a "book". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_171.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_171.txt new file mode 100644 index 0000000000000000000000000000000000000000..aab51e4744b25895a9e5c2f40730570d7605b2ac --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_171.txt @@ -0,0 +1,6 @@ + +Exhibit 23.1 + CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the registration statement on Form N-2 (File No. 333-267593) and Form N-14 (File No. 333- +274897) of BlackRock TCP Capital Corp. of our report dated March 29, 2023, relating to the consolidated financial statements of 36th Street +Capital Partners, LLC and Subsidiary as of December 31, 2022 and December 31, 2021 and for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, which reports are included in this Annual Report on Form 10-K for the year ended December 31, 2022. Wiss & Company, LLP Florham Park, New JerseyFebruary 29, 2024 + \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_172.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_172.txt new file mode 100644 index 0000000000000000000000000000000000000000..ec495016c93e4e51e151db5b1cc93ca18bcb8911 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_172.txt @@ -0,0 +1,38 @@ + +Exhibit 31.1 +Certification of Chief Executive Officer +of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a) +I, Rajneesh Vig, certify that: +1. I have reviewed this Annual Report on Form 10-K of BlackRock TCP Capital Corp.; +2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the +statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; +3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the +financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; +4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in +Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) +for the registrant and have: +(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to +ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those +entities, particularly during the period in which this report is being prepared; +(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our +supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external +purposes in accordance with generally accepted accounting principles; +(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the +effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and +(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent +fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially +affect, the registrant's internal control over financial reporting; and +5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the +registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): +(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably +likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and +(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control +over financial reporting. + +Date: February 29, 2024 By: /s/ Rajneesh Vig + Rajneesh Vig + +Chief Executive Officer +(Principal Executive Officer) + + \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_173.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_173.txt new file mode 100644 index 0000000000000000000000000000000000000000..015081960bcbd27b6bab03d573b1414b95ea99ed --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_173.txt @@ -0,0 +1,38 @@ + +Exhibit 31.2 +Certification of Chief Financial Officer +of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a) +I, Erik L. Cuellar, certify that: +1. I have reviewed this Annual Report on Form 10-K of BlackRock TCP Capital Corp.; +2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the +statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; +3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the +financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; +4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in +Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) +for the registrant and have: +(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to +ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those +entities, particularly during the period in which this report is being prepared; +(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our +supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external +purposes in accordance with generally accepted accounting principles; +(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the +effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and +(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent +fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially +affect, the registrant's internal control over financial reporting; and +5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the +registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): +(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably +likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and +(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control +over financial reporting. + +Date: February 29, 2024 By: /s/ Erik L. Cuellar + Erik L. Cuellar + +Chief Financial Officer +(Principal Financial Officer) + + \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_174.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_174.txt new file mode 100644 index 0000000000000000000000000000000000000000..df3795e5306f221d97bd65e7e7510f13f5b68650 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_174.txt @@ -0,0 +1,28 @@ + +Exhibit 32.1 +Certification of Chief Executive Officer and Chief Financial Officer +Pursuant to +18 U.S.C. Section 1350 +In connection with the Quarterly Report on Form 10-K of BlackRock TCP Capital Corp. (the “Company”) for the year ended December 31, 2023 as filed +with the Securities and Exchange Commission on the date hereof (the “Report”), Rajneesh Vig, as Chief Executive Officer of the Company, and Erik L. Cuellar, +as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley +Act of 2002, that, to the best of his knowledge: +(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and +(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. + +Date: February 29, 2024 By: /s/ Rajneesh Vig + Rajneesh Vig + +Chief Executive Officer +(Principal Executive Officer) + +Date: February 29, 2024 By: /s/ Erik L. Cuellar + Erik L. Cuellar + +Chief Financial Officer +(Principal Financial Officer) + +A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that +appears in typed form within the electronic version of this written statement required by Section 906, has been provided to BlackRock TCP Capital Corp. and +will be retained by BlackRock TCP Capital Corp. and furnished to the Securities and Exchange Commission or its staff upon request. + \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_175.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_175.txt new file mode 100644 index 0000000000000000000000000000000000000000..4b20d37ac66fd7fd01563c24ee3a415fbd678810 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_175.txt @@ -0,0 +1,30 @@ +Prohibitions Against Payment of Incentive-Based Compensation and Indemnificationfor Executive Officers of Listed BDCsDecember 1, 2023 + + Exhibit 97 + +Prohibitions Against Payment of Incentive-Based Compensation and Indemnification for Executive Officers of Listed BDCs +Effective Date: December 1, 2023 + +Applies to the following types of Funds registered under the 1940 Act: +☐ Open-End Mutual Funds (including money market funds) +☐ Money Market Funds +☐ Exchange Traded Funds +☐ Closed-End Funds +☒ Business Development Companies (Listed BDCs Only) + + +Objective and Scope +BlackRock TCP Capital Corp. and BlackRock Capital Investment Corp. (together, the “Companies”) have adopted these Prohibitions Against Incentive-Based Compensation and Indemnification for Executive Officers of Listed BDCs (the “Policy”). This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the Securities and Exchange Commission and Nasdaq. +Policy / Document Requirements and Statements +A. No Payment of Incentive-Based Compensation to Executive Officers +Each Company is an externally managed business development company that is listed on Nasdaq and does not pay, nor does it have any plans to pay or +award, any compensation, including any Incentive-Based Compensation1 to any Executive Officer2. The Companies will not pay or award any compensation, including any Incentive-Based Compensation, to any Executive Officer without the prior approval of each Company’s Board of Directors and unless and until this Policy has been amended to provide for the recovery of erroneously awarded compensation in accordance with Nasdaq Rule 5608. +B. No Indemnification to Executive Officers +Similarly, because the Companies do not pay any compensation or intend to pay or award any compensation, including any Incentive-Based Compensation, to Executive Officers, no Executive Officer or former Executive Officer shall be indemnified against the loss of erroneously awarded compensation. +1 Incentive-Based Compensation - any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. [Nasdaq Rule +5608] +2 Executive Officers - president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the +Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any +other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the +Company if they perform such policy making functions for the Company. [Nasdaq Rule 5608] +1 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_176.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_176.txt new file mode 100644 index 0000000000000000000000000000000000000000..df5e8fffe3b11fae61b7eb1fc4647ad1157bb069 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_176.txt @@ -0,0 +1,8 @@ + +Exhibit 99.1 + + +36 STREET CAPITAL PARTNERS, LLC +AND SUBSIDIARY CONSOLIDATED FINANCIAL REPORTDECEMBER 31, 2022 + +TH \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_177.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_177.txt new file mode 100644 index 0000000000000000000000000000000000000000..e09edfa843188da7d83aedaa8655c63854cec8fe --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_177.txt @@ -0,0 +1,16 @@ + + Wiss & Company, LLP + +100 Campus Drive, Suite 400 + +Florham Park, NJ 07932 + +(973) 994-9400 • wiss.com + +INDEPENDENT AUDITORS' REPORT + +To the Members of +36th Street Capital Partners, LLC and Subsidiary Opinion +We have audited the accompanying consolidated financial statements of 36th Street Capital, LLC and Subsidiary (the “Company”) which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of income, changes in members’ equity and cash flows for the years ended December 31, 2022, 2021 and 2020, and the related notes to the consolidated financial statements. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for years ended December 31, 2022, 2021 and 2020 in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued. Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements. + + \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_178.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_178.txt new file mode 100644 index 0000000000000000000000000000000000000000..2e8252479f7d354b16ce0d57f493bf602816a376 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_178.txt @@ -0,0 +1,15 @@ + +In performing an audit in accordance with generally accepted auditing standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. + • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. + • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. + • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. + • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit. Report on Supplementary Information Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information in Schedules 1, 2, 3 and 4 are presented for the purpose of additional analysis of the consolidated financial statements rather than to present the financial position, results of operations and cash flows of the individual entities, and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. + + + + + + + +WISS & COMPANY, LLP Florham Park, New Jersey March 29, 2023 +2 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_179.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_179.txt new file mode 100644 index 0000000000000000000000000000000000000000..06b0182ea9f62282bead85564223796cb6499fa6 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_179.txt @@ -0,0 +1,37 @@ + +36TH STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +CONSOLIDATED BALANCE SHEETS + + As of December 31, +ASSETS 2022 2021 +ASSETS: +Cash $ 1,645,242 $ 1,140,118 +Restricted cash 4,453,225 8,996,263 +Net investment in leases 193,326,272 179,221,155 +Notes receivable 24,751,184 26,732,615 +Deposits on equipment for future leases 41,942,932 11,063,762 +Allowance for losses (5,848,446) (4,341,078) +Prepaid expenses and other current assets 668,711 154,630 +Deferred financing costs, net 1,537,399 1,110,620 +Property & equipment, net 39,262 39,989 +TOTAL ASSETS $ 262,515,781 $ 224,118,074 + +LIABILITIES AND MEMBERS' EQUITY +LIABILITIES: +Line of credit $ 170,041,490 $ 90,311,490 +Notes payable, net of unamortized deferred financing costs ($195,546 in 2022 and $881,057 in 2021) 14,232,938 64,128,227 +Accounts payable and accrued expenses 2,860,050 2,116,812 +Distributions payable - 457,142 +Sales tax payable 186,984 287,074 +Customer deposits 4,252,068 6,227,136 +Total Liabilities 191,573,530 163,527,881 + +COMMITMENTS (NOTE 10) + +MEMBERS' EQUITY 70,942,251 60,590,193 + +TOTAL LIABILITIES & MEMBERS' EQUITY $ 262,515,781 $ 224,118,074 + + See accompanying notes to financial statements. +3 +The secret animal #5 is a "pig". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_18.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f9ae3ff8ebbc1906be1db129bf831588ecbabde --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_18.txt @@ -0,0 +1,30 @@ + +If our total return did not exceed the total return limitation, the limitation would not have had the effect of eliminating the possibility of paying such +incentive compensation, but rather would have postponed any incentive compensation until our cumulative annual total return exceeded the 8% threshold. The +nature of the total return limitation may have also made it easier for the Advisor to earn incentive compensation in higher interest rate environments or if our net +asset value had increased. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The financial highlights in the notes to our financial statements for the relevant periods include a calculation of total return based on the change in the +market value of our shares. The financial highlights in the notes to our financial statements for the relevant periods also include a calculation of total return +based on the change in our net asset value from period to period. The total return limitation for purposes of the incentive compensation calculations was based +on the stated elements of return: ordinary income before incentive compensation, realized capital gain and loss and unrealized capital appreciation and +depreciation. It differs from the total return based on the market value or net asset value of our shares in that it was a cumulative measurement that is compared +to our daily weighted-average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in +that it excludes incentive compensation. +Incentive Compensation pursuant to the current investment management agreement +Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary +income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital +depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive +compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive +compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed common equity. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the termination date). +For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, 2012. +The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component. +17 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_180.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_180.txt new file mode 100644 index 0000000000000000000000000000000000000000..0eb024be3288f8a6bdeb1c808616d44aa9506281 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_180.txt @@ -0,0 +1,28 @@ + +36TH STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +CONSOLIDATED STATEMENTS OF INCOME + + Years Ended December 31, + 2022 2021 2020 +NET INTEREST INCOME: +Interest income $ 20,709,299 $ 16,101,888 $ 17,542,247 +Interest expense (8,269,161) (5,485,286) (4,491,283) +Net interest income 12,440,138 10,616,602 13,050,964 +Provision for losses (1,507,368) (169,568) (1,082,287) +Net interest income after provision for losses 10,932,770 10,447,034 11,968,677 +NON-INTEREST INCOME: +Gain on sale of leases and notes receivable 5,657,213 461,227 986,976 +Other income & fees 1,478,831 735,302 93,882 +Total non-interest income 7,136,044 1,196,529 1,080,858 +NON-INTEREST EXPENSES: +Salaries, payroll taxes and related fringes 5,605,479 4,418,303 3,256,285 +Rent 119,953 133,370 125,319 +Sales and marketing expense 411,989 159,716 381,389 +Professional fees 815,021 540,986 362,882 +Office and administrative expenses 453,877 493,235 225,704 +Total non-interest expenses 7,406,319 5,745,610 4,351,579 + +CONSOLIDATED NET INCOME $ 10,662,495 $ 5,897,953 $ 8,697,956 + + See accompanying notes to financial statements. +4 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_181.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_181.txt new file mode 100644 index 0000000000000000000000000000000000000000..fc16e0a430ec67fdbee1b67ba43f6f963ab91590 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_181.txt @@ -0,0 +1,14 @@ + +36TH STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY + + Years Ended December 31, + 2022 2021 2020 +MEMBERS' EQUITY, BEGINNING OF YEAR $ 60,590,193 $ 57,941,363 $ 58,168,502 +Consolidated net income 10,662,495 5,897,953 8,697,956 +Contributions from member 10,000,000 4,000,000 - +Distributions to members (10,310,437) (7,249,123) (8,925,095) +MEMBERS' EQUITY, END OF YEAR $ 70,942,251 $ 60,590,193 $ 57,941,363 + + See accompanying notes to financial statements. +5 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_182.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_182.txt new file mode 100644 index 0000000000000000000000000000000000000000..6a22f7ccca9dce1e5e82269cdd184c92c03e5f86 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_182.txt @@ -0,0 +1,49 @@ + +36TH STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY + +CONSOLIDATED STATEMENTS OF CASH FLOWS + + + Years Ended December 31 + 2022 2021 2020 +CASH FLOWS FROM OPERATING ACTIVITIES: +Consolidated net income $ 10,662,495 $ 5,897,953 $ 8,697,956 +Adjustments to reconcile consolidated net income to +net cash flows from operating activities: +Depreciation and interest amortization 899,658 940,336 235,160 +Provision for losses 1,507,368 169,568 1,082,287 +Amortization of deferred initial direct costs 243,326 172,409 180,980 +Changes in operating assets and liabilities: +Prepaid expenses and other current assets (514,645) 110,281 (206,632) +Accounts payable and accrued expenses 743,238 1,216,138 (516,768) +Sales tax payable (100,090) (57,455) (231,443) +Net cash flows from operating activities 13,441,350 8,449,230 9,241,540 +CASH FLOWS FROM INVESTING ACTIVITIES: +Principal collections on leases and notes receivable 161,654,224 102,865,681 88,849,354 +Issuance of notes receivable (25,443,896) (33,197,726) (13,776,822) +Net increase (decrease) in customer deposits (1,975,068) 5,921,983 — +Sale (acquisition) of office equipment (11,164) (20,953) 300 +Net (increase) decrease in deposits on equipment for future leases (30,879,170) (11,000,305) 5,813,584 +Purchase of equipment for sales-type lease contracts (148,577,339) (106,869,511) (73,626,686) +Net cash flows from investing activities (45,232,413) (42,300,831) 7,259,730 +CASH FLOW FROM FINANCING ACTIVITIES: +Borrowings on line of credit 107,130,000 86,150,000 54,550,000 +Repayment of outstanding borrowings on line of credit (27,400,000) (102,500,000) (62,450,001) +Proceeds from issuance of notes payable — 116,458,000 — +Repayments on notes payable (50,580,800) (51,448,715) — +Payment of deferred financing costs (628,472) (2,063,482) (646,204) +Contributions from member 10,000,000 4,000,000 — +Payment of distributions to members (10,767,579) (7,604,681) (8,727,601) +Net cash flows from financing activities 27,753,149 42,991,122 (17,273,806) + +NET CHANGE IN CASH AND RESTRICTED CASH (4,037,914) 9,139,521 (772,536) + +CASH AND RESTRICTED CASH, BEGINNING OF YEAR 10,136,381 996,860 1,769,396 + +CASH AND RESTRICTED CASH, END OF YEAR $ 6,098,467 $ 10,136,381 $ 996,860 + +SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Interest paid $ 7,069,973 $ 4,501,175 $ 4,352,755 + +NON-CASH INVESTING AND FINANCING ACTIVITY - Dividends payable $ — $ 457,142 $ 812,700 + See accompanying notes to financial statements. +6 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_183.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_183.txt new file mode 100644 index 0000000000000000000000000000000000000000..e76c3db81f8578116ec1d33b0ca9a4c0993129e0 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_183.txt @@ -0,0 +1,14 @@ + +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS +Note 1 - Nature of the Business and Summary of Significant Accounting Policies: +Principles of Consolidation - The consolidated financial statements include the accounts of 36th Street Capital Partners, LLC +(“36STC”) and its wholly owned subsidiary 36th Street Capital I, LLC (“SPV”) (collectively, the “Company”) and are prepared in conformity with accounting principles generally accepted in the United States of America. All intercompany accounts and transactions have been eliminated in consolidation. +Nature of the Business - 36STC provides equipment financing solutions and alternative capital, mainly through the use of lease arrangements and notes, to clients nationwide. The Company actively sources, underwrites, and funds transactions. Additionally, the Company accesses the private asset-backed securitization (“ABS”) market to diversify liquidity sources and broaden the funding capacity for the origination of assets. +Limited Liability Company - Each member’s liability is limited to their respective member equity plus any debt for which a personal guarantee has been given. Under the terms of the Limited Liability Company’s operating agreement existence is perpetual or sooner as provided for in the operating agreement. +Special Purpose Vehicle - The SPV is a limited liability company that is used as a special purpose entity to hold assets. In an asset-backed securitization, 36STC utilized the SPV to which it sold a portfolio secured by equipment loans and leases (the “Assets”) . The SPV then issued notes collateralized by the Assets (See Note 5) that entitle the holders to the cash flows derived from the Assets. 36STC has no legal obligation to repay the SPV lenders in the event of a default by the SPV, and there is no recourse to 36STC beyond the normal provisions for breaches of representations and warranties. Additionally, the creditors of 36STC have no recourse to the assets of the SPV. +Estimates and Uncertainties - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined at a later date, could differ from those estimates. +Restricted Cash - Restricted cash consists of reserve and collection accounts held by the SPV related to the asset backed securitization transaction described in Note 5. +Concentration of Credit Risk - The Company maintains their cash balances in financial institutions which are insured by the Federal Deposit Insurance Corporation up to $250,000 each. At times, such balances may be in excess of the FDIC insurance limit. +For the years ended December 31, 2022, 2021 and 2020 there were no clients that represented more than 10% of the Company’s revenues or net investments in leases. +7 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_184.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_184.txt new file mode 100644 index 0000000000000000000000000000000000000000..5868e2cd386d7889c3c115e99261badcb68ffdfc --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_184.txt @@ -0,0 +1,10 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS +Lessor Topic 842 Accounting - At lease inception, the Company determines whether an arrangement qualifies as a lease under ASC 842 (i.e., conveys the right to control the use of an identified asset for a period of time in exchange for consideration). The Company only reassess if the terms and conditions of the contract are changed. The Company determines lease classification at commencement date. Leases not classified as sales-type or direct financing leases are classified as operating leases. The primary accounting criteria used that results in sales-type lease classification are (a) the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, (b) the lease grants the lessee a purchase option that the +lessee is reasonably certain to exercise, (c) the lease term is for a major part of the remaining economic life of the underlying asset, (d) the present value of the sum of the lease payments and residual value guarantee from the lessee equals or exceeds substantially all of the fair value of the underlying asset and (e) the leased equipment is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. When none of the sales-type lease criteria have been met above, leases are classified as direct financing leases when the following two criteria are met: 1) the present value of the sum of the lease payments and residual value guarantee from the lessee and/or third-party equals or exceeds substantially all of the fair value of the underlying asset and 2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. Based on the criteria above, the Company has concluded, from a lessor perspective, that there are no operating and direct-financing leases, and all leases held in net investments are sales-type leases with no gain or loss at lease commencement. +At lease commencement, the Company estimates the residual of the leased asset at the end of the lease term, considering the asset’s remaining useful life, expected market condition, and expected use (e.g., sell or lease). If the market value of leased equipment decreases at a rate greater than projected, whether due to rapid technological or economic obsolescence, unusual wear and tear on the equipment, excessive use of the equipment, recession or other adverse economic conditions, or other factors, it could adversely affect the current values and the residual values of such equipment. The Company manages and evaluates residual risk by performing periodic reviews of estimated residual values and monitoring levels of residual realizations. A change in estimated lease residual values during the lease term impacts the loss allowance as the Company considers both the lease receivable and the unguaranteed residual asset when determining the lease net investment loss allowance. Incremental costs of a lease that would not have been incurred if the lease had not been obtained are treated as initial direct costs. +Net Investment in Leases - The Company’s net investment in leases primarily relates to leasing of equipment under sales-type leases with the equipment purchase price equal to fair value and therefore there is no selling profit or loss at lease commencement. When there is no selling profit or loss, initial direct costs are deferred at the commencement date and included in the measurement of the net investment in the lease. +A lease receivable and unguaranteed residual asset, if any, are recorded for sales-type leases at present value discounted using the rate implicit in the lease. The lease receivable includes lease payments not yet paid and guarantee of the residual value by the lessee or unrelated third party. Interest income is recognized over the lease term at a constant periodic discount rate on the remaining balance of the lease net investment using the rate implicit in the lease. After the commencement date, lease payments collected are applied to reduce net investment, and net investment is increased for interest income recorded. +Notes Receivable - The Company enters into loans with customers whereby they borrow money from the Company and repay amounts based on a fixed payment which includes principal and interest over the term of the agreement. +Equipment - Property and equipment are stated at cost. Furniture and fixtures and other equipment which are depreciated primarily using the straight-line method over the estimated useful lives of the assets. In general, the estimated useful lives used in computing depreciation and amortization are over 3 years. Maintenance and repairs are charged to operations as incurred. +8 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_185.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_185.txt new file mode 100644 index 0000000000000000000000000000000000000000..c46725b32b3748e50c48c37fbbf5cea0d6415480 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_185.txt @@ -0,0 +1,20 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS +Deferred Financing Costs - Costs related to obtaining the Company’s line-of-credit (see Note 5) are capitalized and amortized over the term of the related debt using the straight-line method. Amortization expense for the years ended December 31, 2022, 2021, and 2020 totaled $201,693, $232,668 and $802,602 respectively. Accumulated amortization at December 31, 2022 and 2021 was $1,143,804 and $942,111 respectively. +Expected future amortization is as follows: + +Year Ended December 31, +2023 $ 312,691 +2024 312,691 +2025 312,691 +2026 312,691 +2027 and thereafter 286,635 + $ 1,537,399 + +Costs related to obtaining the SPV’s note payable (see Note 5) are netted against notes payable and amortized using the effective interest method over the payment period of the related debt. Amortization expense for the years ended December 31, 2022, and 2021 was $685,511 and $697,273 respectively. Accumulated amortization at December 31, 2022, and 2021 related to the note payable totaled $1,382,784 and $697,273, respectively. +Deposits on Equipment for Future Leases - Deposits on future leases represents deposits on equipment on behalf of the customer in advance of final agreements (See Note 6). These amounts accrue interest until the final agreements have been agreed upon. +Software - The Company capitalizes software development costs for internal use in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other . Capitalization of software development costs begins in the application development stage and ends when the asset is placed into service. Costs related to software development that have not reached application development and costs incurred in the post-implementation for training and maintenance are expensed as incurred. The Company also capitalizes software purchases that provide upgrades and enhancements that result in additional functionality to existing software. Capitalized software development costs are recorded in prepaid expenses and other current assets and are amortized on the straight-line method over the expected life of the product (5 years). Amortization expense for software costs totaled $563 and $13,200 for the years ended December 31, 2022, and 2020 respectively; there was no related amortization expense for the year ended December 31, 2021. Accumulated amortization totaled $72,563 and $72,000 at December 31, 2022 and 2021 respectively. +Long-Lived Assets - Management evaluates all long-lived assets for impairment. Long-lived assets and intangible assets other than goodwill are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the carrying amount is not fully recoverable, an impairment loss is recognized to reduce the carrying amount to fair value and is charged to expense in the period of impairment. At December 31, 2022 and 2021, management has determined that these assets are not impaired. + + +9 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_186.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_186.txt new file mode 100644 index 0000000000000000000000000000000000000000..27805786936dadd224cc2acb5afc9c13cb0a6ce9 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_186.txt @@ -0,0 +1,13 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS +Customer Deposits - The Company requests refundable security deposits from certain customers in order to strengthen credit of the lessee. In the event of default by the lessee, the Company has the right to apply the customer deposit to the curing of any default. Customer deposits do not bear interest for the benefit of the lessee and are refundable upon expiration of the lease. +Revenue Recognition - Interest income on sales-type leases is recognized on an accrual basis. Unearned income on the leases is amortized to interest income using the effective interest method over the remaining period to contractual maturity. The amortization of unearned income into interest income is discontinued on notes receivable when collection of interest appears doubtful. Interest income earned on notes receivable is recognized on the accrual basis as it is earned. When a lease or note receivable is 91 days or more past due, the contract is classified as non-accrual and interest income recognition is suspended. A non-accrual contract may not be returned to accrual status until the account has been brought current and the obligor has made 6 consecutive timely payments. +The Company collects interim payments from customers prior to lease commencement. The Company funds the purchase and build out of the underlying equipment attached to a future lease (see Note 6), during which the customer agrees to make interim payments until the equipment is ready for lease commencement. Revenue related to interim payments, included in Interest income, is recognized on the accrual basis as it is earned and totaled $3,436,468, $694,280 and $288,409 for the respective years ended December 31, 2022, 2021 and 2020. +Gain on sale of leases and notes receivable is recognized in connection with the Company’s transactions to sell contracts, leasing equipment, or early buyouts by obligors. When the equipment or contract is sold, the lease and loan assets are derecognized, and the Company recognizes any gain (or loss) to the extent the proceeds received are in excess of the value of the transferred assets and/or any liability incurred. The Company had net gains on sale of leases and notes receivable totaling $5,657,213, $461,227, and $986,976 recorded in non-interest income, for the years ended December 31, 2022, 2021 and 2020, respectively. +Other income and fees recognized by the Company, include certain fees related to lease documentation and administration, and fees for the syndication or referral of a financing to other funding partners. For the years ended December 31, 2022, 2021 and 2020 other income and fees totaled $1,478,831, $735,302, and $93,882, respectively. +Allowance for Losses - The allowance for losses is maintained at an amount management deems adequate to cover inherent losses at the balance sheet date. The Company has implemented and adheres to an internal review system and loss allowance methodology designed to provide for the detection of problem receivables and an adequate allowance to cover losses. +General valuation allowances relate to lease receivables with no well-defined deficiency or weakness are determined by applying against such receivable balances loss factors that consider past loss experience and loan duration. Allocated allowances relate to lease receivables with well-defined deficiencies or weaknesses and generally determined by loss factors based on loss statistics or are determined by the excess of the recorded investment in the loan over the fair value of the collateral, where appropriate. At December 31, 2022 and 2021, the allowance for losses amounted to $5,848,446 and $4,341,078 respectively. +Advertising Expense - Advertising costs, included in Sales and marketing expense, are expensed as incurred. For the years ended December 31, 2022, 2021 and 2020 advertising costs totaled $38,716, $60,566 and $55,154, respectively. + + +10 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_187.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_187.txt new file mode 100644 index 0000000000000000000000000000000000000000..ef9178c3a395399a6c5252ef69dff4b57f5abc48 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_187.txt @@ -0,0 +1,11 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS +Sales Tax - The Company does business in various states and counties within those states which impose a sales tax on all the Company’s sales and equipment rentals to non-exempt clients within those states and counties. The Company collects that sales tax and remits the entire amount to the states. The Company excludes the tax collected and remitted to the states from revenue and expenses. At December 31, 2022 and 2021, sales tax payable totaled $186,984 and $287,074 respectively. +Income Taxes - Income or loss of the Company is reported on the tax returns of the members; consequently, no provision for income taxes has been made in the accompanying combined financial statements. The most significant jurisdictions in which the Company is required to file income tax returns include the U.S. federal jurisdiction, New Jersey, California, Florida, Illinois, Indiana, New York, Ohio, South Carolina, Texas, Alabama, Massachusetts, Missouri, North Carolina, and Utah. The Company is no longer subject to U.S. federal income tax examinations for the year ends prior to December 31, 2019. With limited exceptions, the Company is no longer subject to state income tax examinations for year ends prior to December 31, 2018. +Reclassification - Certain reclassifications have been made to prior year amounts to conform to the 2022 presentation of the balance sheets, statements of income and statements of cash flows. These changes consisted of, but were not limited to, the disaggregation of revenues into interest income and non- interest income, as well as the reclassification of interest expense to net against interest income. These changes did not have an effect on total asset, net income, or change in cash and restricted cash. +Fair Value - Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The carrying amounts of cash, restricted cash, accounts payable and accrued expenses, and customer deposits included in accompanying the consolidated balance sheets approximated fair value because of the short-term maturity of these investments. The carrying value of the Company’s net investment in leases, notes receivable, deposits on equipment for future leases, line of credit, and notes payable approximate fair value based on the current rates available to the Company for similar instruments. +New Accounting Standard - On January 1, 2022, the Company adopted ASU No. 2016-02, “Leases (Topic 842),” which replaces the existing guidance in ASC 840 – Leases. ASU 842 is effective for fiscal years beginning after December 15, 2021. This ASU addresses the accounting for lessors and requires lessors to account for leases using an approach that is substantially equivalent to Topic 840 for sales -type leases, direct financing leases and operating leases. The Company adopted the practical expedient under ASU No. 2018-11 to not separate non-lease components from the associated lease component if certain criteria are met for each class of underlying assets. Adoption of ASC 842 for lessors did not have a material impact on the Company’s financial statement or require adjustment to opening members’ equity, however, it has resulted in expanded disclosures. +Additionally, the Company considered the lessee aspects of ASC 842 and determined the adoption did not have a material impact to the financial statement and opening equity, however, it has resulted in expanded disclosures. With adoption, the Company elected the package of three practical expedients, including to retain the historical lease classification, relief from reviewing expired or existing contracts to determine if they contain leases, as well as not reviewing previously capitalized initial direct costs to see if they would qualify for capitalization under Topic 842. The Company also elected the lessee practical expedients not to separate lease and non-lease components and the short-term lease recognition exemption and will not recognize ROU + + +11 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_188.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_188.txt new file mode 100644 index 0000000000000000000000000000000000000000..f6555866f0da317786a07a9d765136a43a57dbea --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_188.txt @@ -0,0 +1,22 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS +assets or lease liabilities for leases with a term less than 12 months. As a lessee, the adoption of ASC 842 did not result in the recording of any ROU assets or lease liabilities. +Recent Accounting Pronouncements - In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, including subsequently issued ASUs, to clarify the implementation guidance in ASU 2016-13. The amendment requires a financial asset (or group of financial assets) such as trade receivables and available-for-sale debt securities, to be assessed for impairment under current expected credit loss model rather than an incurred loss model. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 will be effective for private companies and non-SEC filers with fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting guidance on the financial statements. +Subsequent Events - Management has reviewed and evaluated all events and transactions from December 31, 2022, through March 29, 2023, the date that the financial statements were available for issuance. The effects of those events and transactions that provide additional pertinent information about conditions that existed at the balance sheet date have been recognized in the accompanying financial statements. +Note 2 - Net Investment in Leases and Notes Receivable: +Income related to financing activities is recorded in net interest income on the consolidated statements of income and changes in members’ equity. For the years ended December 31, 2022, 2021 and 2020, there was interest income on leases and notes receivable of $17,272,831, $15,407,608, and $17,253,838, respectively. +For the years ended December 31, 2022, 2021, and 2020, the Company has no selling profit or loss at lease commencement dates. +As of December 31, 2022, the net investment in leases and notes receivable included contracts that were on a non-accrual basis totaling $9,091,494. There were no contracts on a non-accrual basis as of December 31, 2021. +Net Investment in Leases +Net investment in leases consisted of the following: + + As of December 31, + 2022 2021 +Minimum lease payments receivable $ 207,036,720 $ 185,759,700 +Residual value of equipment 10,948,736 12,867,581 +Unearned lease income (24,659,184) (19,406,126) + +Net investment in leases $ 193,326,272 $ 179,221,155 + +There were no significant changes in unguaranteed residual assets and unearned lease income on leases during the years ended December 31, 2022, 2021 and 2020. +12 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_189.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_189.txt new file mode 100644 index 0000000000000000000000000000000000000000..78344742769ff5673e89dfbc9c0b40dad2565338 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_189.txt @@ -0,0 +1,27 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS +As of December 31, 2022, minimum lease payments receivable will be received and remaining unearned income will be amortized as follows: + +Year Ended December 31, +MinimumLeasePayments UnearnedIncome Net +2023 $ 87,204,351 $ 12,483,835 $ 74,720,516 +2024 60,812,561 7,130,587 53,681,974 +2025 36,362,629 3,296,719 33,065,910 +2026 15,044,220 1,329,075 13,715,145 +2027 and thereafter 7,612,959 418,968 7,193,991 + $ 207,036,720 $ 24,659,184 $ 182,377,536 + +Unearned income on sales-type leases is recognized in such a manner as to produce a constant periodic rate of return on the net investment in the sales-type lease. +Notes Receivable +The Company provided financing to several customers in the form of promissory notes. The notes bear interest at rates varying from 6.13% to 13.25% annually and monthly payments, consisting of principal and interest, are made to the Company. The notes are generally collateralized by the specific asset the customer is leasing or certain pledged assets. At December 31, 2022 and 2021, the notes had a total outstanding balance of $24,751,184 and $26,732,615 respectively. +The notes receivable mature as follows: + +Year ending December 31, +2023 $ 9,053,776 +2024 7,629,835 +2025 6,046,628 +2026 2,017,012 +2027 and thereafter 3,933 + $ 24,751,184 + +13 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_19.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..697b3a7e7777223273b461e01dba57da2fdbb1b1 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_19.txt @@ -0,0 +1,25 @@ + +For purposes of the foregoing computations, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company and any other items affecting net asset value per share of the Company for the +period (other than incentive compensation), in each case determined on an accrual and consolidated basis. +The financial highlights in the notes to our financial statements include a calculation of total return based on the change in the market value of our shares. +The financial highlights in the notes to our financial statements also include a calculation of total return based on the change in our net asset value from period +to period. The total return hurdle for purposes of the incentive compensation calculations is based on the stated elements of return as defined above, and differs +from the total return based on the market value or net asset value of our shares in that it is a cumulative measurement that is compared to our daily weighted- +average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in that it excludes incentive +compensation. +18 +The secret object #4 is an "umbrella". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_190.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_190.txt new file mode 100644 index 0000000000000000000000000000000000000000..5ec3085acbf551ea2c97afd7f7485d4bd067b7a7 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_190.txt @@ -0,0 +1,32 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS +Note 3 - Allowance for Losses: +The Company maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in the existing net investment in leases, notes receivable and deposits on equipment for future leases as of December 31, 2022 and as of December 31, 2021, based on estimates of probable losses. The activity in the allowance for losses and asset quality statistics are as follows: + As of or the Years Ended December 31, + 2022 2021 +Allowance for losses, beginning of year $ 4,341,078 $ 4,171,510 +Provision for credit losses 1,507,368 169,568 +Allowance for losses, end of year $ 5,848,446 $ 4,341,078 + +Allowance for credit losses as a percentage of total net investment 2.25% 2.00% + +Note 4 - Property and Equipment: +Property and equipment are summarized as follows: + + As of December 31, + 2022 2021 +Equipment $ 48,658 $ 48,658 +Furniture and fixtures 44,464 33,301 + 93,122 81,959 + +Less: Accumulated depreciation (53,860) (41,970) + + $ 39,262 $ 39,989 + +Depreciation expense, included in Office and administrative expenses, was $11,891, $10,395 and $7,802 for the years ended December 31, 2022, 2021 and 2020, respectively. +Note 5 - Debt and Financing Arrangements: +Line of Credit - The Company has a revolving line of credit agreement with a group of banks with a maximum borrowing capacity of $230,000,000. The revolving period ends December 2025 at which time the line of credit matures 2 years after this date. The outstanding balance of the line of credit was $170,041,490 and $90,311,490 at December 31, 2022 and 2021, respectively. The Company amended the line of credit in 2022 and capitalized $628,472 of financing fees. + + +14 +The secret object #5 is a "comb". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_191.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_191.txt new file mode 100644 index 0000000000000000000000000000000000000000..ff56837d8f8215488048f677e71a2a6bfcb3f05d --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_191.txt @@ -0,0 +1,19 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS +Interest expense on borrowings, including amounts charged related to the unused portion of the line of credit, totaled $6,072,176, $1,965,385, and $4,277,125 in 2022, 2021 and 2020, respectively. Interest on borrowings is payable monthly. Borrowings denominated in US Dollars bear interest at the Standard Overnight Financing Rate (“SOFR”) plus 2.60% (6.92% at December 31, 2022), while borrowing denominated in Canadian Dollars bear interest at CDOR plus 3.00%. At December 31, 2022, all outstanding borrowings were denominated in US Dollars. +The obligations are secured by all the assets of 36STC. Under the terms of the agreement the notes can be called upon demand. The facility provides for maintenance of certain financial covenants and is subject to other restrictions, including limits on amounts available for borrowing based on the qualified borrowing base of 36STC. +Notes Payable - Long-term debt consists of an asset-backed term securitization (“ABS”), secured by equipment loans and leases. The ABS is a fixed term borrowing, consisting of two tranches (Class A and Class B), with fixed interest rates, for which repayment is made, on a pro-rata basis, from the collections on a specific pool of assets held by the SPV. There is no recourse to 36STC, as the originator, the agreement requires the Company to maintain certain financial covenants. At December 31, 2022 and 2021, the Company was in compliance with these covenants. +SPV’s note payable consists of the following: + + As of December 31, + 2022 2021 +Term securitization $ 14,428,485 $ 65,009,284 +Unamortized debt issuance cost (195,547) (881,057) + $ 14,232,938 $ 64,128,227 + +At December 31, 2022, outstanding term securitizations amounted to $14,428,485 and are collateralized by $23,010,666 of minimum lease and loan payments receivable. The ABS transaction does not meet the accounting requirements under ASC 860, Transfers and Servicing, for sales treatment and is recorded as non-recourse secured borrowings. The secured financing, as of December 31, 2022, had a weighted average interest rate of 3.44%, and the loan matures on March 1, 2027. Certain cash balances pertaining to the ABS are restricted. At December 31, 2022 and 2021, the related restricted cash totaled $4,453,225 and $8,996,263, respectively. +Note 6 - Deposits on Equipment for Future Leases: +The Company entered into agreements with customers to fund equipment before the commencement of a lease agreement. Once all of the equipment is purchased the agreements will convert into sales-type leases. The customers are currently paying the Company interest and rent on these deposits. At December 31, 2022, the Company had advanced $41,942,932 and $11,063,762 at December 31, 2021. + + +15 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_192.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_192.txt new file mode 100644 index 0000000000000000000000000000000000000000..e71a1280913761b2c82a01827d2976f54526e4e9 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_192.txt @@ -0,0 +1,28 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS + +Note 7 - Members’ Equity: +The Company’s members’ equity at December 31, 2022 and 2021 consisted of the following: + +Common units: +Class A 75,000 +Class B 22,000 +Class C 3,000 +Preferred units - +Series A 2,444 + +Liquidation Preference - In the event of liquidation, winding up or dissolution of the Company, the holders of Class A preferred units will receive on a pro rata based upon their number of shares 100% of their balance and any accrued, unpaid distributions on its capital contributions. Class A common units will receive 75%, and Class B and C units will receive 25%, all on a pro rata basis. For purposes of liquidation Class B and C units will be treated as a single class. + +Senior Management Incentive Plan - In November 2019, the Company established a senior management incentive plan (the “Plan”), under which a member of the Company that was a part of senior management was awarded 600 fully vested Plan units. The awarded Plan units do not represent an ownership interest in the Company, have no voting rights, and are not securities. One-half of the units will be forfeited upon the member’s termination. + +The units provide the member with payments equal to a 6% share of (i) the total distributions declared by the Company for the Class B and Class C common unit holders (the “Distributions”) and (ii) the consideration payable to the Class B and Class C common unit holders in a sale transaction, such as a change-in-control transaction, as defined by the Plan agreement. + +Redemption Rights - The Company has no right to redeem or repurchase shares, except as provided in the operating agreement. + +Distributions - Series A Preferred Units holders have a distribution requirement of 8% per annum of their capital contribution plus any accrued, unpaid distributions, compounded annually. There were no declared and unpaid distributions on common units at December 31, 2022. The declared and unpaid distributions on common units at December 31, 2021 totaled $457,142. +Note 8 - Key Contributor Incentive Plan: +Share Appreciation Rights Plan - In March 2022, the Board of Directors established a share appreciation rights (“SARs”) plan (“the SAR Plan”). The purpose of the SAR Plan is to establish a bonus pool consisting of 100,000 SARs that can be awarded to key contributors and are payable upon the closing of a sale transaction, as defined. The amount payable to each participant upon a sale transaction is equal to (i) the number of SARs held by the participant as of the closing of the sale transaction multiplied by (ii) the positive difference between the fair market value of a Class C common unit at the time of issuance of their respective SARs and the fair market value of a Class C common unit at the time of a sale transaction. +SARs awarded to participants under the Plan do not represent an ownership interest in the Company, have no voting rights, are not securities, do not cause the participant to be other than an at-will + + +16 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_193.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_193.txt new file mode 100644 index 0000000000000000000000000000000000000000..f216422574cb0a2740547bd001167f8ca829ed13 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_193.txt @@ -0,0 +1,24 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS +employee and are subject to vesting terms, as defined in individual award agreements. Unvested SARs will be forfeited upon a participant’s termination and are available for reissuance as determined by the Board of Managers. The SARs vest upon the occurrence of a sale transaction. +Management’s assessment is that the SARs are to be accounted for in accordance with ASC 718. The Company would record a liability at the date the performance obligation, the occurrence of a sale transaction, is probable to occur. At December 31, 2022, a sale transaction is not considered probable and as a result no liability has been recorded. +A summary of SARs outstanding and changes during the year ended December 31, 2022, is presented below: + +Outstanding at January 1, 2022 - +Granted 9,750 +Forfeited - +Outstanding at December 31, 2022 9,750 +Vested at December 31, 2022 - + Profit-Sharing Bonus Plan - In March 2022, the Board of Directors established a Profit-Sharing Bonus Plan (the “PS Bonus Plan”). The purpose of the PS Bonus Plan is to establish a profit-sharing pool that can be awarded to key contributors and are payable when “surplus distributions” (as defined in the PS Bonus Plan agreement) are provided to Class C common unit holders. The profit-sharing pool at each distribution date shall be an amount of up to 10% of the surplus distributions. The amount payable to each participant is equal to (i) the participant’s profit-sharing percentage (as defined in the PS Bonus Plan agreement) on the distribution date by (ii) the profit-sharing pool. +During the year ended December 31, 2022, $161,833 was paid to participants under the PS Bonus Plan and there were no accrued balances under the PS Bonus Plan at December 31, 2022. +Note 9 - Restricted Cash: +Restricted cash consists of a reserve equal to 1.50% of the initial aggregate discounted contract balance of the asset backed securitization transaction described in Note 5. The following table provides a reconciliation of cash and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows for the years ended December 31: + + As of December 31, + 2022 2021 +Cash $ 1,645,242 $ 1,140,118 +Restricted cash 4,453,225 8,996,263 +Total cash and restricted cash shown in the consolidated statement of cash flows $ 6,098,467 $ 10,136,381 + + +17 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_194.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_194.txt new file mode 100644 index 0000000000000000000000000000000000000000..c95c5b752ed2647b80d76c1b1196ab58f5a84183 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_194.txt @@ -0,0 +1,8 @@ +36th STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +NOTES TO FINANCIAL STATEMENTS + +Note 10 – Commitments and Contingencies: + +Customer Commitments - In the normal course of business, the Company may enter into short term agreements and commitments with future cash obligations to facilitate the deposits on equipment on behalf of the customer in advance of final agreements. Legal Proceedings – At any given time the Company could be involved in legal proceedings arising in the ordinary course of business, which may include claims, litigation and suits. + +18 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_195.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_195.txt new file mode 100644 index 0000000000000000000000000000000000000000..aa51b6e49ad476201d4563d56bb52189a12693f3 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_195.txt @@ -0,0 +1,37 @@ + +SCHEDULE 1 36TH STREET CAPITAL PARTNERS, LLC AND SUBSIDIARYSUPPLEMENTARY INFORMATION +CONSOLIDATING BALANCE SHEET +AS OF DECEMBER 31, 2022 + + 36th Street Capital 36th Street Capital +ASSETS Partners, LLC I, LLC Eliminations Total +ASSETS: +Cash $ 1,645,242 $ — $ — $ 1,645,242 +Restricted cash — 4,453,225 — 4,453,225 +Investment in subsidiary 13,400,511 — (13,400,511) — +Net investment in leases 172,770,738 20,555,534 — 193,326,272 +Notes receivable 21,838,420 2,912,764 — 24,751,184 +Deposits on equipment for future leases 41,942,932 — — 41,942,932 +Allowance for losses (5,390,814) (457,632) — (5,848,446) +Prepaid expenses and other current assets 668,711 — — 668,711 +Deferred financing costs, net 1,537,399 — — 1,537,399 +Intercompany receivable — 208,942 (208,942) — +Property & equipment, net 39,262 — — 39,262 +TOTAL ASSETS $ 248,452,401 $ 27,672,833 $ (13,609,453) $ 262,515,781 + +LIABILITIES AND MEMBERS' EQUITY +LIABILITIES: +Line of credit 170,041,490 — — 170,041,490 +Notes payable, net of unamortized deferred +financing costs — 14,232,938 — 14,232,938 +Accounts payable and accrued expenses 2,820,666 39,384 — 2,860,050 +Sales tax payable 186,984 — — 186,984 +Intercompany payable 208,942 — (208,942) — +Customer deposits 4,252,068 — — 4,252,068 +Total Liabilities 177,510,150 14,272,322 (208,942) 191,573,530 +COMMITMENTS (NOTE 10) +MEMBERS' EQUITY 70,942,251 13,400,511 (13,400,511) 70,942,251 +TOTAL LIABILITIES & MEMBERS' EQUITY $ 248,452,401 $ 27,672,833 $ (13,609,453) $ 262,515,781 + + See independent auditors' report. +19 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_196.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_196.txt new file mode 100644 index 0000000000000000000000000000000000000000..064d30a169fd7b25055bc071688472af2f5213e5 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_196.txt @@ -0,0 +1,39 @@ + +SCHEDULE 2 36TH STREET CAPITAL PARTNERS, LLC AND SUBSIDIARYSUPPLEMENTARY INFORMATION +CONSOLIDATING STATEMENT OF INCOME +FOR THE YEAR ENDEDDECEMBER 31, 2022 + + 36th Street Capital 36th Street Capital + Partners, LLC I, LLC Eliminations Total +NET INTEREST INCOME: +Interest income $ 16,446,811 $ 4,262,488 $ - $ 20,709,299 +Interest expense (6,274,169) (1,994,992) - (8,269,161) +Net interest income 10,172,642 2,267,496 - 12,440,138 +Provision for losses (2,583,949) 1,076,581 - (1,507,368) +Net interest income after provision + for losses 7,588,693 3,344,077 - 10,932,770 +NON-INTEREST INCOME: +Gain on sale of leases and notes + receivable 869,973 4,787,240 - 5,657,213 +Other income & fees 1,940,712 9,963 (471,844) 1,478,831 +Total non-interest income 2,810,685 4,797,203 (471,844) 7,136,044 +NON-INTEREST EXPENSES: +Salaries, payroll taxes and related + fringes 5,605,479 - - 5,605,479 +Rent 119,953 - - 119,953 +Sales and marketing expense 411,989 - - 411,989 +Professional Fees 815,021 471,844 (471,844) 815,021 +Office and administrative expenses 387,277 66,600 - 453,877 +Total non-interest expenses 7,339,719 538,444 (471,844) 7,406,319 +Equity Income Subs 7,602,836 - (7,602,836) - +CONSOLIDATED NET INCOME $ 10,662,495 $ 7,602,836 $ (7,602,836) $ 10,662,495 + + + + + + + +See independent auditors' report. +20 +The secret object #3 is a "spoon". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_197.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_197.txt new file mode 100644 index 0000000000000000000000000000000000000000..eeeedfcfc6d258171c5db4f9c1955dbf76b30c36 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_197.txt @@ -0,0 +1,29 @@ + +SCHEDULE 3 + +36TH STREET CAPITAL PARTNERS, LLC AND SUBSIDIARYSUPPLEMENTARY INFORMATION +CONSOLIDATING STATEMENT OF CHANGES IN MEMBERS' EQUITY +FOR THE YEAR ENDEDDECEMBER 31, 2022 + + 36th Street Capital 36th Street + Partners, LLC Capital I, LLC Eliminations Total +MEMBERS' EQUITY, BEGINNING OF YEAR $ 60,590,193 $ 19,863,367 $ (19,863,367) $ 60,590,193 + +Consolidated net income 10,662,495 7,602,836 (7,602,836) $ 10,662,495 + +Contributions from member 10,000,000 - - $ 10,000,000 + +Distributions to members (10,310,437) (14,065,692) 14,065,692 (10,310,437) +MEMBERS' EQUITY, END OF YEAR $ 70,942,251 $ 13,400,511 $ (13,400,511) $ 70,942,251 + + + + + + + + + + +See independent auditors' report. +21 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_198.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_198.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c8c6b4690c8e610a52daa4b0e6c459b945ff5e4 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_198.txt @@ -0,0 +1,49 @@ + +SCHEDULE 4 + +36TH STREET CAPITAL PARTNERS, LLC AND SUBSIDIARYSUPPLEMENTARY INFORMATION +CONSOLIDATING STATEMENTS OF CASH FLOWS +FOR THE YEAR ENDEDDECEMBER 31, 2022 + + 36th Street Capital 36th Street + Partners, LLC Capital I, LLC Eliminations Total +CASH FLOWS FROM OPERATING ACTIVITIES: +Net income $ 10,662,495 $ 7,602,836 $ (7,602,836) $ 10,662,495 +Adjustments to reconcile net income to +net cash flows from operating activities: +Depreciation and interest amortization 214,147 685,511 - 899,658 +Provision for losses (gains) 2,583,949 (1,076,581) - 1,507,368 +Amortization of deferred initial direct costs 210,915 32,411 - 243,326 +Change in value of investment in subsidiary 6,462,856 - (6,462,856) - +Changes in operating assets and liabilities: +Prepaid expenses and other current assets (514,645) - - (514,645) +Intercompany due to (from) 275,824 (275,824) - - +Accounts payable and accrued expenses 818,046 (74,808) - 743,238 +Sales tax payable (100,090) - - (100,090) +Net cash flows from operating activities 20,613,497 6,893,545 (14,065,692) 13,441,350 +CASH FLOWS FROM INVESTING ACTIVITIES: +Principal collections on leases and notes receivable 108,444,315 53,209,909 - 161,654,224 +Issuance of notes receivable (25,443,896) - - (25,443,896) +Net increase (decrease) in customer deposits (1,975,068) - - (1,975,068) +Sale (acquisition) of office equipment (11,164) - - (11,164) +Net (increase) decrease in deposits on equipment for future leases (30,879,170) - - (30,879,170) +Purchase of equipment for sales-type lease contracts (148,577,339) - - (148,577,339) +Net cash flows from investing activities (98,442,322) 53,209,909 - (45,232,413) +CASH FLOW FROM FINANCING ACTIVITIES: +Borrowings on line of credit 107,130,000 - - 107,130,000 +Repayment of outstanding borrowings on line of credit (27,400,000) - - (27,400,000) +Repayments on notes payable - (50,580,800) - (50,580,800) +Payment of deferred financing costs (628,472) - - (628,472) +Contributions from member 10,000,000 - - 10,000,000 +Payment of distributions to members (10,767,579) (14,065,692) 14,065,692 (10,767,579) +Net cash flows from financing activities 78,333,949 (64,646,492) 14,065,692 27,753,149 + +NET CHANGE IN CASH AND RESTRICTED CASH 505,124 (4,543,038) - (4,037,914) +CASH AND RESTRICTED CASH, BEGINNING OF YEAR 1,140,118 8,996,263 - 10,136,381 +CASH AND RESTRICTED CASH, END OF YEAR $ 1,645,242 $ 4,453,225 $ - $ 6,098,467 + +SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Interest paid $ 5,677,438 $ 1,392,535 $ - $ 7,069,973 + + +See independent auditors' report. +22 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_199.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_199.txt new file mode 100644 index 0000000000000000000000000000000000000000..653d663813f42192713648a86c7c080d5d13ebd0 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_199.txt @@ -0,0 +1,4 @@ +Exhibit 99.2 + +36TH STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 +(UNAUDITED) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_2.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d2a1ed5e3a7868379e791dfaaa85d4bca1abf16 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_2.txt @@ -0,0 +1,40 @@ + +BLACKROCK TCP CAPITAL CORP. + +FORM 10-K + +FOR THE YEAR ENDED DECEMBER 31, 2023 + +TABLE OF CONTENTS + + Page +PART I +Item 1. Business 4 +Item 1A. Risk Factors 26 +Item 1B. Unresolved Staff Comments 68 +Item 1C. Cybersecurity 68 +Item 2. Properties 70 +Item 3. Legal Proceedings 70 +Item 4. Mine Safety Disclosures. 70 +PART II +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 71 +Item 6. [Reserved] 75 +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 76 +Item 7A. Quantitative and Qualitative Disclosures About Market Risk 89 +Item 8. Financial Statements and Supplementary Data 90 +Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 154 +Item 9A. Controls and Procedures 154 +Item 9B. Other Information 155 +Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 155 +PART III +Item 10. Directors, Executive Officers and Corporate Governance 156 +Item 11. Executive Compensation 156 +Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 156 +Item 13. Certain Relationships and Related Transactions, and Director Independence 156 +Item 14. Principal Accountant Fees and Services 156 +PART IV +Item 15. Exhibits and Financial Statement Schedules 156 + Signatures 160 + + +1 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_20.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e193f22e0543211451274c25950674448571f2d --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_20.txt @@ -0,0 +1,37 @@ + +Examples of Incentive Compensation Calculation +Example 1: Income Portion of Incentive Compensation: +Assumptions +• Total return hurdle(1) = 7% +Alternative 1 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 11.5% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 9% +iii. cumulative annual total return = 6% +b. Cumulative total return does not exceed total return hurdle, therefore there is no income incentive compensation. +Alternative 2 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.5% +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation + = 17.5% x 7.5% + = 1.3% +c. Total return after incentive compensation = 8.5% - 1.3% + = 7.2% +d. Cumulative ordinary income before incentive compensation is positive and the cumulative total return after incentive compensation exceeds the +total return hurdle, therefore incentive compensation is fully payable. +Alternative 3 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income — (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.0% +(1) Represents 7.0% annualized total return hurdle. +• Management fee = 1.5% +Represents 1.5% annualized management fee, assuming no liabilities and no leverage above 1.0x debt to equity. +• Other expenses (legal, accounting, custodian, transfer agent, etc.) = 1% +Excludes organizational and offering costs. +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation += 17.5% x 7.5% += 1.3% +19 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_200.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_200.txt new file mode 100644 index 0000000000000000000000000000000000000000..6d62f2053b11ea63063a8a4f13bf69d8a31213c5 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_200.txt @@ -0,0 +1,33 @@ + +36TH STREET CAPITAL PARTNERS, LLC AND SUBSIDIARY +CONSOLIDATED BALANCE SHEET (UNAUDITED) +AS OF DECEMBER 31, 2023 +ASSETS +ASSETS: +Cash $ 1,651,110 +Net investment in leases 260,858,375 +Notes receivable 46,943,748 +Deposits on equipment for future leases 18,967,232 +Allowance for credit losses (4,693,196 ) +Prepaid expenses and other current assets 1,123,132 +Deferred financing costs, net 1,650,622 +Operating lease right-of-use asset 265,792 +Property and equipment, net 58,049 +TOTAL ASSETS $ 326,824,864 + +LIABILITIES AND MEMBERS' EQUITY +LIABILITIES: +Line of credit $ 245,741,490 +Accounts payable and accrued expenses 2,926,240 +Operating lease liability 265,792 +Sales tax payable 218,555 +Customer deposits 5,263,365 +Total Liabilities 254,415,442 + +COMMITMENTS AND CONTINGINCIES (NOTE 9) + +MEMBERS' EQUITY 72,409,422 + +TOTAL LIABILITIES AND MEMBERS' EQUITY $ 326,824,864 + See accompanying notes to consolidated financial statements. + 1 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_21.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4c43d870dd66c79a0f243fa5d1f6cd53b9f55a8 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_21.txt @@ -0,0 +1,36 @@ + +c. Total return after tentative incentive compensation = 8.0% - 1.3% += 6.7% +d. Cumulative ordinary income before incentive compensation is positive and the total return hurdle is less than total return but greater than total +return after tentative incentive compensation, therefore incentive compensation is partially payable and = Total return – total return hurdle += 8.0% - 7.0% += 1.0% +Example 2: Capital Gains Portion of Incentive Compensation: +Alternative 1: +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”). +ii. Year 2: Investment A sold for $50 million and fair market value, or fair market value (“FMV”), of Investment B determined to be $32 million. +Cumulative annual total return of 40%. +iii. Year 3: FMV of Investment B determined to be $25 million. Cumulative annual total return of 15%. +iv. Year 4: Investment B sold for $31 million. Cumulative annual total return of 10%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $5.25 million ($5.25 million = $30 million realized capital gains on sale of Investment A +multiplied by 17.5% and total return hurdle satisfied). +iii. Year 3: None; no realized capital gains. +iv. Year 4: Capital gains incentive compensation of $0.175 million ($31 million cumulative realized capital gains multiplied by 17.5%, less $5.25 +million of capital gains incentive compensation paid in year 2 and total return hurdle satisfied). +Alternative 2 +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 +million investment made in Company C (“Investment C”). +ii. Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 +million. Cumulative annual total return of 15%. +iii. Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million. Cumulative annual total return of 6%. +iv. Year 4: FMV of Investment B determined to be $35 million. Cumulative annual total return of 20%. +v. Year 5: Investment B sold for $40 million. Cumulative annual total return of 20%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $4.375 million; 17.5% multiplied by $25 million ($30 million realized capital gains on +Investment A less $5 million unrealized capital depreciation on Investment B, and the total return hurdle is satisfied). +20 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_22.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..405478b1b4e1f16f4e13062f2e8f07e831ebeb50 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_22.txt @@ -0,0 +1,36 @@ + +iii. Year 3: None as the total return hurdle is not satisfied. +iv. Year 4: Capital gains incentive compensation of $1.75 million ($35 million cumulative realized capital gains (including $5 million of realized +capital gains from year 3 at a time when the total return hurdle was not satisfied and no cumulative unrealized capital depreciation) multiplied by +17.5%, less $4.375 million capital gains incentive compensation paid in year 2, and the total return hurdle is satisfied). +v. Year 5: Capital gains incentive compensation of $1.75 million ($45 million cumulative realized capital gains multiplied by 17.5%, less $6.125 +million in capital gains incentive compensation paid in years 2 and 4, and the total return hurdle is satisfied). +Payment of our expenses +All investment professionals and staff of the Advisor, when and to the extent engaged in providing investment advisory and management services, and the +compensation and routine overhead expenses of such personnel allocable to such services (including health insurance, 401(k) plan benefits, payroll taxes and +other compensation related matters), are provided and paid for by the Advisor. We bear all other costs and expenses of our operations and transactions, including +those relating to: +• our organization; +• calculating our net asset value and net asset value per share (including the cost and expenses of any independent valuation firm); +• expenses, including travel expense, incurred by the Advisor or payable to third parties in performing due diligence on prospective portfolio +companies, monitoring our investments and, if necessary, enforcing our rights; +• interest payable on debt, if any, incurred to finance our investments; +• the costs of all future offerings of common stock and other securities, if any; +• the base management fee and any incentive compensation; +• distributions on our shares; +• administration fees payable under our administration agreement; +• transfer agent and custody fees and expenses; +• the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it; +• amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; +• brokerage fees and commissions; +• registration fees; +• listing fees; +• taxes; +• director fees and expenses; +• costs of preparing and filing reports or other documents with the SEC; +• the costs of any reports, proxy statements or other notices to our stockholders, including printing costs; +• costs of holding stockholder meetings; +• our fidelity bond; +• directors and officers/errors and omissions liability insurance, and any other insurance premiums; +• litigation, indemnification and other non-recurring or extraordinary expenses; +21 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_23.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9c7c7dc74b4509da66ec4ee1fac8baf246ade1e --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_23.txt @@ -0,0 +1,38 @@ + +• direct costs and expenses of administration and operation, including audit and legal costs; +• dues, fees and charges of any trade association of which we are a member; and +• all other expenses reasonably incurred by us or the Administrator in connection with administering our business, such as the allocable portion of +overhead under our administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective +staffs. +From time to time, the Advisor may pay amounts owed by us to third party providers of goods or services. We will subsequently reimburse the Advisor for +such amounts paid on our behalf. +Limitation of liability and indemnification +The investment management agreement provides that the Advisor and its officers, directors, employees and affiliates are not liable to us or any of our +stockholders for any act or omission by it or its employees in the supervision or management of our investment activities or for any loss sustained by us or our +stockholders, except that the foregoing exculpation does not extend to any act or omission constituting willful misfeasance, bad faith, gross negligence or +reckless disregard of its obligations under the investment management agreement. The investment management agreement also provides for indemnification by +us of the Advisor’s members, directors, officers, employees, agents and control persons for liabilities incurred by it in connection with their services to us, +subject to the same limitations and to certain conditions. +Board and stockholder approval of the investment management agreement +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. In its +consideration of the investment management agreement, the Board of Directors focused on information it had received relating to, among other things: (a) the +nature, quality and extent of the advisory and other services to be provided to us by the Advisor; (b) comparative data with respect to advisory fees or similar +expenses paid by other business development companies with similar investment objectives; (c) our financial performance, operating expenses and expense +ratio compared to business development companies with similar investment objectives; (d) any existing and potential sources of indirect income to the Advisor +from its relationships with us and the profitability of those relationships; (e) information about the services performed and the personnel performing such +services under the investment management agreement; (f) the organizational capability and financial condition of the Advisor and its affiliates; (g) the Advisor’s +practices regarding the selection and compensation of brokers that execute our portfolio transactions and the brokers’ provision of brokerage and research +services to our investment advisor; and (h) the possibility of obtaining similar services from other third party service providers or through an internally managed +structure. +Based on the information reviewed and the discussions, the Board of Directors, including a majority of the non-interested directors, concluded that the +investment management fee rates are reasonable in relation to the services to be provided. +Duration and termination +The investment management agreement will remain in effect for a period of two years from the date of stockholder approval and thereafter will remain in +effect from year to year if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting +securities, including, in either case, approval by a majority of our directors who are not interested persons. The investment management agreement will +automatically terminate in the event of its assignment. The investment management agreement may be terminated by either party without penalty upon not less +than 60 days written notice to the other. Any termination by us must be authorized either by our Board of Directors or by vote of our stockholders. See “Risk +Factors — Risks related to our business — We are dependent upon senior management personnel of the Advisor for our future success, and if the Advisor is +unable to retain qualified personnel or if the Advisor loses any member of its senior management team, our ability to achieve our investment objective could be +significantly harmed.” +22 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_24.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae88e83b264edfbb74d81b2fba12974006410a93 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_24.txt @@ -0,0 +1,46 @@ + +Administration Agreement +We have entered into an administration agreement with the Administrator, which we refer to as the administration agreement, under which the +Administrator provides administrative services to us. The Administrator provides services including, but not limited to, the arrangement for the services of, and +the overseeing of, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, +brokers and dealers, corporate fiduciaries, insurers, banks, stockholders and such other persons in any such other capacity deemed to be necessary or desirable. +The Administrator also makes reports to the board of its performance of obligations under the administration agreement and furnishes advice and +recommendations with respect to such other aspects of our business and affairs that we determine to be desirable. The Administrator is responsible for our +financial and other records that are required to be maintained and prepares all reports and other materials required by any agreement or to be filed with the +Securities and Exchange Commission or any other regulatory authority, including reports on Forms 8-K, 10-Q, 10-K and periodic reports to stockholders, +determining the amounts available for distribution as dividends and distributions to be paid by us to our stockholders, reviewing and implementing any share +purchase programs authorized by the board, maintaining or overseeing the maintenance of our books and records as required under the 1940 Act, and +maintaining (or overseeing maintenance by other persons) such other books and records required by law or for our proper operation. For providing these +services, facilities and personnel, we reimburse the Administrator for expenses incurred by the Administrator in performing its obligations under the +administration agreement, including our allocable portion of overhead under the administration agreement and the cost of certain of our officers and the +Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we +are required to provide such assistance. From time to time, the Administrator may pay amounts owed by us to third-party providers of goods or services. We +subsequently reimburse the Administrator for such amounts paid on our behalf. +Leverage +Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating +Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in +senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing +in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding +Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible +unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 +million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and bears interest at (a) LIBOR plus an +applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either +0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion +of the Operating Facility above the minimum utilization amount from 0.50% per annum to 0.375% per annum. In addition to amounts due on outstanding debt, +the Operating Facility accrues commitment fees of 0.375% per annum on the unused portion above the minimum utilization of the facility, or 0.50% per annum +on the unused portion that is below the minimum utilization of the total facility until March 1, 2022, the date on which the March 2022 Convertible Notes were +terminated in full, after which time they accrue at a rate of 2.00% per annum. The Operating Facility includes a $100 million accordion feature which allows for +expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. +On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of +0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be +terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants. +The Funding Facility II matures on August 4, 2027, subject to extension by the lender at the request of TCPC Funding II, and contains an accordion feature +which allows for expansion of the facility up to $250.0 million subject to consent from the lender and other customary conditions. Borrowings under Funding +Facility II bear interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirements, plus a 0.35% fee on drawn amounts and an +administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the unused portion of the facility. +Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of +2.00% per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues a 0.35% +fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the +unused portion of the facility. +23 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_25.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..65a40f1f9162a290c347ead91540b44be01c686e --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_25.txt @@ -0,0 +1,38 @@ + +On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027, and updated interest to a rate +of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%. The facility may be terminated, and any outstanding amounts thereunder may +become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. +On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that matured on March 1, 2022. The 2022 Convertible +Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, the Funding Facility II and the SBA +Debentures, and ranked pari passu with the 2022 Notes and 2024 Notes. The Company did not have the right to redeem the 2022 Convertible Notes prior to +maturity. The 2022 Convertible Notes bore interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes +could have been converted into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at +the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible +Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. +The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. Prior to +its maturity on March 1, 2022, the principal amount of the 2022 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing +price of the Company’s common stock. Therefore, no additional shares were added to the calculation of diluted earnings per common share and weighted +average common shares outstanding. +On August 4, 2017, the Company issued $125.0 million of unsecured notes with a maturity date of August 11, 2022, unless previously repurchased or +redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of +the 2022 Notes for a total aggregate principal amount of $175.0 million. The 2022 Notes bore interest at an annual rate of 4.125% and were redeemed at a price +equal to par plus a "make whole" premium, and accrued and unpaid interest on September 17, 2021. +On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed +in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of the 2024 +Notes and on October 2, 2020, the Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 +million. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility II and the +SBA Debentures, and rank pari passu with the 2026 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price +equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024 +Notes bear interest at an annual rate of 3.900%, payable semi-annually. +On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 6, 2026, unless previously repurchased or redeemed +in accordance with their terms. On August 27, 2021, the Company issued an additional $150.0 million of the 2026 Notes, at a premium to par, for a total +outstanding aggregate principal amount of $325.0 million. The 2026 Notes are general unsecured obligations of the Company and rank structurally junior to the +Operating Facility, Funding Facility II and the SBA Debentures, and rank pari passu with the 2024 Notes. The 2026 Notes may be redeemed in whole or part at +the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2026 Notes, and +any accrued and unpaid interest. The 2026 Notes bear interest at an annual rate of 2.850%, payable semi-annually. +The SBIC is able to issue up to $160.0 million in debt under the SBA Debentures, subject to funded regulatory capital and other customary regulatory +requirements. SVCP has committed $87.5 million of regulatory capital to the SBIC, all of which had been funded at December 31, 2023. Debt issued under the +SBA Debentures is non-recourse and may be prepaid at any time without penalty. The interest rate on such debt is fixed at the time of issuance at a market- +driven spread over 10-year U.S. Treasury Notes. +The Leverage Program is subject to certain financial or other covenants. As of December 31, 2023, we were in full compliance with such covenants. +24 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_26.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..acb57c51d39fe95e1ea552086ca3442ce0762d6f --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_26.txt @@ -0,0 +1,17 @@ + +Sarbanes-Oxley Act of 2002 +The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these +requirements affect us. For example: +• Pursuant to Rule 13a-14 of the 1934 Act, our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial +statements contained in our periodic reports; +• Pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and +procedures; +• Pursuant to Rule 13a-15 of the 1934 Act, our management must prepare a report regarding its assessment of our internal control over financial +reporting; and +• Pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the 1934 Act, our periodic reports must disclose whether there were significant +changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, +including any corrective actions with regard to significant deficiencies and material weaknesses. +The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the +regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will +take actions necessary to ensure that we are in compliance therewith. +25 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_27.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..546a4dcdc0af96e2f91e6f60c6cfb863ab597cb0 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_27.txt @@ -0,0 +1,48 @@ + +Item 1A. Risk Factors +Investing in our securities may be speculative and involves a high degree of risk. You should carefully consider these risk factors, together with all of the +other information included in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes thereto. The risks set out +below are not the only risks we face. If any of the following events occur, our business, financial condition and results of operations could be materially +adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment in +us. +Risks related to our business +Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial condition +and earnings. +General economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, supply chain disruptions, labor +shortages, energy and other resource shortages, changes in laws, trade barriers, currency exchange controls and national and international political +circumstances, may have long-term negative effects on the U.S. and worldwide financial markets and economy. These conditions have resulted in, and in many +cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack of price transparency, with many securities remaining +illiquid and of uncertain value. Such market conditions may adversely affect the Company, including by making valuation of some of the Company’s securities +uncertain and/or result in sudden and significant valuation increases or declines in the Company’s holdings. If there is a significant decline in the value of the +Company’s portfolio, this may impact the asset coverage levels for the Company’s outstanding leverage. + Risks resulting from any future debt or other economic crisis could also have a detrimental impact on the global economy, the financial condition of +financial institutions and our business, financial condition and results of operation. Market and economic disruptions have affected, and may in the future affect, +consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. +To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial +condition and results of operations could be significantly and adversely affected. Downgrades to the credit ratings of major banks could result in increased +borrowing costs for such banks and negatively affect the broader economy. Moreover, Federal Reserve policy, including with respect to certain interest rates, +may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, high interest rates and/or a return to +unfavorable economic conditions could impair the Company’s ability to achieve its investment objective. + The occurrence of events similar to those in recent years, such as localized wars, instability, new and ongoing pandemics (such as COVID-19), epidemics +or outbreaks of infectious diseases in certain parts of the world, and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global +health epidemics, terrorist attacks in the U.S. and around the world, social and political discord, debt crises sovereign debt downgrades, increasingly strained +relations between the U.S. and a number of foreign countries, new and continued political unrest in various countries, the exit or potential exit of one or more +countries from the EU or the EMU, continued changes in the balance of political power among and within the branches of the U.S. government, government +shutdowns, among others, may result in market volatility, may have long term effects on the U.S. and worldwide financial markets, and may cause further +economic uncertainties in the U.S. and worldwide. +In particular, the impact on inflation and increased disruption to supply chains and energy resources may impact our portfolio companies, result in an +economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the +form of traditional military action, reignited "cold" wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts +and consequences and have an adverse impact on the Company's returns and net asset value. In response to the conflict between Russia and Ukraine, the U.S. +and other countries have imposed sanctions or other restrictive actions against Russia, Russian-backed separatist regions in Ukraine, and certain banks, +companies, government officials and other individuals in Russia and Belarus. In addition, the ongoing conflict between Israel and Palestine may cause +exacerbated volatility and disruptions to both the domestic and global economy, spawn additional conflicts, result in possible sanctions and countersanctions, +and trigger retaliatory cyberattacks. Any of the above factors, as well as other governmental actions, could have an adverse impact on macroeconomic factors +that affect the Company and our portfolio companies' businesses, financial conditions, cashflows, and operations. We cannot predict the nature, magnitude and +duration of the hostilities stemming from these conflicts. Prolonged unrest, military activities, or broad-based sanctions could have a material adverse effect on +our portfolio companies. Such consequences also may increase our funding cost or limit our access to the capital markets. + The current political climate has intensified concerns about a potential trade war between China and the U.S., as each country has imposed tariffs on the +other country’s products. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price +reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on our +performance. U.S. companies that source material and goods +26 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_28.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..21454b6cba783b46a7ab644199b684bbd372482b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_28.txt @@ -0,0 +1,42 @@ + +from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the +outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and +the euro. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions +may be taken in the future. Any of these effects could have a material adverse effect on our business, financial condition and results of operations. +The impact of the events described above on our portfolio companies could impact their ability to make payments on their loans on a timely basis and may +impact their ability to continue making their loan payments on a timely basis or meeting their loan covenants. The inability of portfolio companies to make +timely payments or meet loan covenants may in the future require us to undertake amendment actions with respect to our investments or to restructure our +investments, which may include the need for us to make additional investments in our portfolio companies (including debt or equity investments) beyond any +existing commitments, exchange debt for equity, or change the payment terms of our investments to permit a portfolio company to pay a portion of its interest +through payment-in-kind, which would defer the cash collection of such interest and add it to the principal balance, which would generally be due upon +repayment of the outstanding principal. +Economic recessions or downturns could impair our portfolio companies and harm our operating results. +Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. +Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record the values of +our investments. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. +Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic +conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events +could prevent us from increasing investments and harm our operating results. +A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination +of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to +meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new +terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, even though we or one of our affiliates may have +structured our interest in such portfolio company as senior debt, depending on the facts and circumstances, including the extent to which we actually provided +managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holding as equity and subordinate all or a portion of our +claim to claims of other creditors. + In response to elevated inflationary pressures, central banks such as the Federal Reserve Bank have raised interest rates in recent years. It is not currently +clear whether interest rates will continue to rise and there is a risk of the economy entering a recession. + Any such recession would negatively impact the businesses in which we invest and our business. These impacts may include: +• severe declines in the market price of our securities or net asset value; +• inability of the Company to accurately or reliably value its portfolio; +• inability of the Company to comply with certain asset coverage ratios that would prevent the Company from paying dividends to our stockholders +and that could result breaches of covenants or events of default under our credit agreement or debt indentures; +• inability of the Company to pay any dividends and distributions or service its debt; +• inability of the Company to maintain its status as a RIC under the Code; +• declines in the value of our investments; +• increased risk of default or bankruptcy by the companies in which we invest; +• increased risk of companies in which we invest being unable to weather an extended cessation of normal economic activity and thereby impairing +their ability to continue functioning as a going concern; +• limited availability of new investment opportunities; +• inability for us to replace our existing leverage when it becomes due or replace it on terms as favorable as our existing leverage; and +27 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_29.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..59e51114bd55f0248ed55cbadf259c0bfd32bfbf --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_29.txt @@ -0,0 +1,45 @@ + +• general threats to the Company’s ability to continue investment operations and to operate successfully as a BDC. +We are subject to risks related to inflation. +Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. +Inflation recently increased to its highest level in decades, and the Federal Reserve has raised the federal funds rate in response. Inflation rates may change +frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and +the Company’s investments may not keep pace with inflation, which may result in losses to shareholders. If inflation increases, the real value of our shares and +dividends therefore may decline. In addition, during any periods of rising inflation, interest rates of any debt securities issued by the Company would likely +increase, which would tend to further reduce returns to shareholders. Inflation rates may change frequently and significantly as a result of various factors, +including unexpected shifts in the domestic or global economy and changes in economic policies, and our investments may not keep pace with inflation, which +may result in losses to our shareholders. This risk is greater for fixed-income instruments with longer maturities. +Capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital +markets in the U.S. and abroad, which may have a negative impact on our business and operations. +From time to time, capital markets may experience periods of disruption and instability, which may be evidenced by a lack of liquidity in debt capital +markets, write-offs in the financial services sector, re-pricing of credit risk and failure of certain major financial institutions. +Equity capital may be difficult to raise because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of +common stock at a price less than net asset value without first obtaining approval for such issuance from our stockholders and our independent directors. We +generally seek approval from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock +immediately prior to any such sale at a price below net asset value, but in some years we may not obtain such approval. In addition, our ability to incur +indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage ratio, as calculated in accordance with the +1940 Act, must equal at least 150% immediately after each time we incur indebtedness. The debt capital that will be available to us in the future, if at all, may +be at a higher cost and on less favorable terms and conditions than our current leverage, due to higher inflation that is still cooling or that may increase again. +Any inability to raise capital could have a negative effect on our business, financial condition and results of operations. +Market conditions may in the future make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a +material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms +and conditions than what we currently experience. Further, if we are unable to raise or refinance debt, then our equity investors may not benefit from the +potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing +commitments to our portfolio companies. +The illiquidity of our investments may make it difficult for us to sell such investments if required. As a result, we may realize significantly less than the +value at which we have recorded our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume +as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its +maturity) In addition, significant changes in the capital markets, including disruption and volatility, have had, and may in the future have, a negative effect on +the valuations of our investments and on the potential for liquidity events involving our investments. An inability to raise capital, and any required sale of our +investments for liquidity purposes, could have a material adverse impact on our business, financial condition and results of operations. +The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations. +Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of +credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one +or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant +concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in +these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. +and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other +actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse +effect on the Company. +28 +The secret kitchen appliance is a "blender". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_3.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..4e00e94a1c0263a89313bf1b0dfe63db4fd37b2e --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_3.txt @@ -0,0 +1,42 @@ + +Part I +Summary of Risk Factors +The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You +should carefully consider these risk factors, together with the risk factors set forth in Item 1A of this Annual Report on Form 10-K and the other reports and +documents filed by us with the SEC. +Risks related to our business + +• Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial +condition and earnings. +• Economic recessions or downturns could impair our portfolio companies and harm our operating results. +• We are subject to risks related to inflation. +• Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +• Rising interest rates or changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on +our business, financial condition and results of operations. +• We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated. +• We may suffer credit losses. +• Our use of borrowed funds, including under our leverage program, to make investments exposes us to risks typically associated with leverage. +• Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +• The lack of liquidity in our investments may adversely affect our business. +• A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in +accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be +uncertainty regarding the value of our portfolio investments. +• Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +• To the extent “original issue discount”, or OID and payment-in-kind (“PIK”) interest constitute a portion of our income, we will be exposed to +typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing +such income. +• Our Advisor and its affiliates and employees may have certain conflicts of interest. +• We are dependent upon senior management personnel of the Advisor for our future success. +• We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or +losses and the risks of investing in us in the same manner as our borrowings. +• We may experience fluctuations in our periodic operating results. +• Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +• The highly competitive market in which we operate may limit our investment opportunities. +Risks related to our investments +• Our investments are risky and highly speculative, and we could lose all or part of our investment. +• Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which +could adversely affect the determination of our net asset value. +• We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +2 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_30.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..84e96ed16b053000c5298d5e9485179a04836506 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_30.txt @@ -0,0 +1,48 @@ + +For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the +California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed +SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver +for SVB and Signature. Similarly, on May 1, 2023 the FDIC announced that the CDFPI had closed First Republic Bank, the FDIC had seized its assets and JP +Morgan Chase had agreed to purchase First Republic’s assets at auction. We cannot assure you of the response of any government or regulator to such +developments, and any response may not be as favorable to industry participants as the measures currently being pursued. The collapse of SVB and Signature +could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital +markets, including business development companies such as us, and complying with the requirements of any such rules or regulations may be burdensome. +Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from +our Advisor. +Price declines and illiquidity in the corporate debt markets have adversely affected, and may in the future adversely affect, the fair value of our portfolio +investments, reducing our net asset value through increased net unrealized depreciation. +Pursuant to Rule 2a-5 under the 1940 Act, the Company's Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation +Designee”) to perform certain fair value functions, including performing fair value determinations (see Note 2 to the Company’s consolidated financial +statements for further information). As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as +determined in good faith by the Valuation Designee. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation, +which reduces our net asset value. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in +future periods, which could have a material adverse impact on our business, financial condition and results of operations. +Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +Changes enacted by the current presidential administration could significantly impact the regulation of financial markets in U.S. Areas subject to potential +change, amendment or repeal include trade and foreign policy, corporate tax rates, energy and infrastructure policies, the environment and sustainability, +criminal and social justice initiatives, immigration, healthcare and the oversight of certain federal financial regulatory agencies and the Federal Reserve. Certain +of these changes can be, and have been, effectuated through executive order. Other potential changes that could be pursued by the current presidential +administration could include an increase in the corporate income tax rate; changes to regulatory enforcement priorities; and spending on clean energy and +infrastructure. It is not possible to predict which, if any, of these actions will be taken or, if taken, their effect on the economy, securities markets or the financial +stability of the U.S. The Company may be affected by governmental action in ways that are not foreseeable, and there is a possibility that such actions could +have a significant adverse effect on the Company and its ability to achieve its investment objective. +Additional risks arising from the differences in expressed policy preferences among the various constituencies in the branches of the U.S. government has +led in the past, and may lead in the future, to short-term or prolonged policy impasses, which could, and has, resulted in shutdowns of the U.S. federal +government. U.S. federal government shutdowns, especially prolonged shutdowns, could have a significant adverse impact on the economy in general and could +impair the ability of issuers to raise capital in the securities markets. Any of these effects could have a material adverse effect on our business, financial +condition and results of operations. +In addition, the rules dealing with the U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the +IRS and the U.S. Treasury Department. The Tax Cuts and Jobs Act made substantial changes to the Code. Among those changes were a significant permanent +reduction in the generally applicable corporate tax rate, changes in the taxation of individuals and other non-corporate taxpayers that generally but not +universally reduce their taxes on a temporary basis subject to “sunset” provisions, the elimination or modification of various previously allowed deductions +(including substantial limitations on the deductibility of interest and, in the case of individuals, the deduction for personal state and local taxes), certain +additional limitations on the deduction of net operating losses, certain preferential rates of taxation on certain dividends and certain business income derived by +non-corporate taxpayers in comparison to other ordinary income recognized by such taxpayers, and significant changes to the international tax rules. In +addition, the Biden administration has indicated that it intends to modify key aspects of the Code, including by increasing corporate and individual tax rates. +The effect of these and other changes is uncertain, both in terms of the direct effect on the taxation of an investment in the Company’s shares and their indirect +effect on the value of the Company’s assets, the Company’s shares or market conditions generally. +Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us. +There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There remains +uncertainty about the future relationship between the U.S. and other countries with respect to the trade policies, treaties and tariffs. These developments, or the +perception that any of them could occur, may have a material adverse effect on global +29 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_31.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d96af3b8575933364ac2093f0918a118595c764 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_31.txt @@ -0,0 +1,46 @@ + +economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted +nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a +material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us. +Uncertainty regarding the implementation of the EU and UK's Trade and Cooperation Agreement could negatively impact our business, financial +condition and earnings. +The EU and UK's Trade and Cooperation Agreement ("UK/EU Trade Agreement") was implemented starting on May 1, 2021 and set out the economic and +legal framework for trade between the United Kingdom and the EU after the United Kingdom's 2020 withdrawal from the EU. As the UK/EU Trade Agreement +is still a fairly new legal framework, the continuing implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of +volatility in both the United Kingdom and wider European markets. Furthermore, there is the possibility that either party may impose tariffs on trade in the +future in the event that regulatory standards between the EU and the UK diverge. The terms of the future relationship may cause continued uncertainty in the +global financial markets, and adversely affect our ability, and the ability of our portfolio companies, to execute our respective strategies and to receive attractive +returns. +Changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial +condition and results of operations. +Our debt investments are generally based on floating rates, such as London Interbank Offer Rate ("LIBOR"), EURIBOR, Secured Overnight Financing +Rate ("SOFR"), the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the +value of our common stock and our rate of return on invested capital. To curb inflation, the Federal Reserve raised interest rates 1.00% in aggregate over the +course of 2023, increasing the cost of borrowed funds for the Company and the underlying portfolio companies we are investing in. In December 2023, the +Federal Reserve voted to pause interest rate hikes. Federal Reserve officials indicated that interest rate reductions may be warranted in 2024. There is no +guarantee that the Federal Reserve will reduce rates in 2024, especially if inflation increases again. +If the Federal Reserve resumes increases to interest rates, the cost of borrowing for the companies in which we invest will increase and may make them +less profitable, which generally would decrease the value of our investments in them. In addition, although we generally expect to invest a limited percentage of +our assets in instruments with a fixed interest rate, including subordinated loans, senior and junior secured and unsecured debt securities and loans in high yield +bonds, an increase in interest rates could decrease the value of those fixed rate investments. Rising interest rates may also increase the cost of debt for our +underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to the Company. Also, an +increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which +could reduce the value of our common stock. +Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference +between the rate at which we borrow funds or pay dividends on preferred stock and the rate that our investments yield. As a result, we can offer no assurance +that a significant change in market interest rates will not have a material adverse effect on our net investment income. In this period of high interest rates, our +cost of funds may increase except to the extent we have issued fixed rate debt or preferred stock, which could reduce our net investment income. +You should also be aware that a change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of +our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold and may result in a +substantial increase in the amount of Incentive Fees payable to our Advisor with respect to the portion of the Incentive Fee based on income. + +We are subject to risks associated with artificial intelligence and machine learning technology. +Recent technological advances in artificial intelligence and machine learning technology pose risks to our Company and our portfolio investments. Our +Company and our portfolio investments could be exposed to the risks of artificial intelligence and machine learning technology if third-party service providers +or any counterparties, whether or not known to our Company, also use artificial intelligence and machine learning technology in their business activities. We +and our portfolio companies may not be in a position to control the use of artificial intelligence and machine learning technology in third-party products or +services. +Use of artificial intelligence and machine learning technology could include the input of confidential information in contravention of applicable policies, +contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party artificial intelligence and +machine learning technology applications and users. +30 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_32.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..4aa553afa038b7f27bb38ac3933567de2df2c83c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_32.txt @@ -0,0 +1,44 @@ + +Independent of its context of use, artificial intelligence and machine learning technology is generally highly reliant on the collection and analysis of large +amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that artificial intelligence and machine learning technology +utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be +inadequate or flawed, which would be likely to degrade the effectiveness of artificial intelligence and machine learning technology. To the extent that we or our +portfolio investments are exposed to the risks of artificial intelligence and machine learning technology use, any such inaccuracies or errors could have adverse +impacts on our Company or our investments. +Artificial intelligence and machine learning technology and its applications, including in the private investment and financial sectors, continue to develop +rapidly, and it is impossible to predict the future risks that may arise from such developments. +We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been affiliated. +The 1940 Act imposes numerous constraints on the investment activities of BDCs. For example, BDCs are required to invest at least 70% of their total +assets primarily in securities of U.S. private companies or thinly traded public companies (public companies with a market capitalization of less than $250 +million), cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. These constraints may hinder our +Advisor’s ability to take advantage of attractive investment opportunities and to achieve our investment objectives. In addition, the investment philosophy and +techniques used by our Advisor may differ from those used by other investment companies and funds advised by our Advisor. Accordingly, we can offer no +assurance that we will replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated, and we caution that our investment returns could be substantially lower than the returns achieved by such other companies. +We are not managed by BlackRock, but rather one of its subsidiaries and may not replicate the success of that entity or BlackRock. +Our investment strategies differ from those of BlackRock or its affiliates. As a BDC, we are subject to certain investment restrictions that do not apply to +BlackRock. Our performance may be lower or higher than the performance of other entities managed by BlackRock or its affiliates and their past performance +is no guarantee of our future results. +Our business model depends upon the development and maintenance of strong referral relationships with other asset managers and investment banking +firms. +We are substantially dependent on our informal relationships, which we use to help identify and gain access to investment opportunities. If we fail to +maintain our relationships with key firms, or if we fail to establish strong referral relationships with other firms or other sources of investment opportunities, we +will not be able to grow our portfolio of investments and achieve our investment objective. In addition, persons with whom we have informal relationships are +not obligated to inform us of investment opportunities, and therefore such relationships may not lead to the origination of equity or other investments. Any loss +or diminishment of such relationships could effectively reduce our ability to identify attractive portfolio companies that meet our investment criteria, either for +direct investments or for investments through private secondary market transactions or other secondary transactions. +The Advisor’s liability is limited under the investment management agreement, and we are required to indemnify the Advisor against certain liabilities, +which may lead the Advisor to act in a riskier manner on our behalf than it would when acting for its own account. +The Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not +be responsible for any action of our Board of Directors in declining to follow the Advisor’s advice or recommendations. Pursuant to the investment management +agreement, the Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other +person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, bad faith, gross +negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect the Advisor and its members and their +respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it with respect to all +damages, liabilities, costs and expenses resulting from acts of the Advisor not arising out of willful misfeasance, bad faith, gross negligence or reckless +disregard in the performance of their duties under the investment management agreement. These protections may lead the Advisor to act in a riskier manner +when acting on our behalf than it would when acting for its own account. +We may suffer credit losses. +Investment in middle-market companies is highly speculative and involves a high degree of risk of credit loss, and therefore our securities may not be +suitable for someone with a low tolerance for risk. These risks are likely to increase during an economic recession. +31 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_33.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..852e6af6b6acc157ced834f8330ef4e1cc52fc0e --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_33.txt @@ -0,0 +1,46 @@ + +Our use of borrowed funds, including under the Leverage Program, to make investments exposes us to risks typically associated with leverage. +The Company borrows money, both directly and indirectly through SVCP, TCPC Funding II and the SBIC. As a result: +• our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on +the value of our common stock than if we did not use leverage; +• adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of leverage; +• we, and indirectly our common stockholders, bear the entire cost of issuing and paying interest or dividends on any borrowed funds issued by us +or our subsidiaries; and +• our ability to pay dividends on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to +service indebtedness would not be available for such dividends. +The use of leverage creates increased risk of loss and is considered a speculative investment technique. The use of leverage magnifies the potential gains +and losses from an investment and increases the risk of loss of capital. To the extent that income derived by us from investments purchased with borrowed funds +is greater than the cost of borrowing, our net income will be greater than if borrowing had not been used. Conversely, if the income from investments purchased +from these sources is not sufficient to cover the cost of the leverage, our net investment income will be less than if leverage had not been used, and the amount +available for ultimate distribution to the holders of common stock will be reduced. The extent to which the gains and losses associated with leveraged investing +are increased will generally depend on the degree of leverage employed. We may, under some circumstances, be required to dispose of investments under +unfavorable market conditions in order to maintain our leverage, thus causing us to recognize a loss that might not otherwise have occurred. In the event of a +sale of investments upon default under our borrowing arrangements, secured creditors will be contractually entitled to direct such sales and may be expected to +do so in their interest, rather than in the interests of the holders of common stock. Holders of common stock will incur losses if the proceeds from a sale in any +of the foregoing circumstances are insufficient, after payment in full of amounts due and payable on leverage, including administrative expenses, to repay such +holders investments in our common stock. As a result, you could experience a total loss of your investment. Any decrease in our revenue would cause our net +income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common stock. The +ability to service any debt that we have or may have outstanding depends largely on our financial performance and is subject to prevailing economic conditions +and competitive pressures. There is no limitation on the percentage of portfolio investments that can be pledged to secure borrowings. The amount of leverage +that we employ at any particular time will depend on our Advisor’s and our board of director’s assessments of market and other factors at the time of any +proposed borrowing. +In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, +could accelerate repayment under the SVCP Facility and Funding Facility II, thereby materially and adversely affecting our liquidity, financial condition +and results of operations. +Under the Leverage Program, we must comply with certain financial and operational covenants. These covenants include: +• restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets; +• restrictions on our ability to make distributions and other restricted payments under certain circumstances; +• restrictions on extraordinary events, such as mergers, consolidation and sales of assets; +• restrictions on our ability to incur liens and incur indebtedness; and +• maintenance of a minimum level of stockholders’ equity. +In addition, by limiting the circumstances in which borrowings may occur under the SVCP Facility and Funding Facility II, the credit agreements related +to such facilities (the “Credit Agreements”) in effect provide for various asset coverage, credit quality and diversification limitations on our investments. Such +limitations may cause us to be unable to make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and +consequently impair our profitability or increase losses or result in adverse tax consequences. As of February 29, 2024, we were in compliance with these +covenants. However our continued compliance with these covenants depends on many factors, some of which are beyond our control. +Accordingly, there are no assurances that we will continue to comply with the covenants in the Credit Agreements. Failure to comply with these covenants +would result in a default under the Credit Agreements which, if we were unable to obtain a waiver from the respective lenders thereunder, could result in an +acceleration of repayments under the Credit Agreements. +The Operating Facility also has certain “key man” provisions. For example, it is an event of default if the Advisor is controlled by any person or group +other than (i) a wholly-owned subsidiary of BlackRock, Inc. or (ii) any two of listed individuals (or any replacement +32 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_34.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..2649a3ec246c9c749f5fe3685bbeb7ebd0eaf103 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_34.txt @@ -0,0 +1,46 @@ + +manager or individual reasonably acceptable to the administrative agent and approved by the required lenders), provided that if the Advisor is no longer under +the control of at least two of such four individuals (or their previously approved replacements) through an event resulting in the death or disability of such +individuals, the Advisor has 60 calendar days to replace such individuals with other managers or individuals reasonably acceptable to the administrative agent +and approved by the required lenders, provided further that a default (but not an event of default) shall be deemed to exist during such period. +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and the Funding Facility II matures on August +4, 2027, subject to extension by the lender at the request of TCPC Funding II. Any inability to renew, extend or replace the Operating Facility and/or +Funding Facility II could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders. +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP. Borrowings under the Operating Facility +generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the +borrowing base to the facility commitments, subject to certain limitations. Funding Facility II matures on August 4, 2027, subject to extension by the lender at +the request of TCPC Funding II. Borrowings under the Funding Facility II generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.15%, +plus a margin of 2.05%, subject to certain funding requirements, plus an administrative fee of 0.15% per annum. We do not currently know whether we will +renew, extend or replace the Operating Facility and Funding Facility II upon their maturities or whether we will be able to do so on terms that are as favorable +as the Operating Facility and Funding Facility II. In addition, we will be required to liquidate assets to repay amounts due under the Operating Facility and +Funding Facility II if we do not renew, extend or replace the Operating Facility and Funding Facility II prior to their respective maturities. +Upon the termination of the Operating Facility and Funding Facility II, there can be no assurance that we will be able to enter into a replacement facility +on terms that are as favorable to us, if at all. Our ability to replace the Operating Facility and Funding Facility II may be constrained by then-current economic +conditions affecting the credit markets. In the event that we are not able to replace the Operating Facility and Funding Facility II at the time of their maturity, +this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our +ability to qualify as a RIC. +The creditors under the Operating Facility and Funding Facility II have a first claim on all of the Company’s assets included in the collateral for the +respective facilities. +Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders. Substantially all of our current assets have been +pledged as collateral under the SVCP Facility and Funding Facility II. If an event of default occurs under either of the SVCP Facility and Funding Facility II, +the respective lenders would be permitted to accelerate amounts due under the respective facilities and liquidate our assets to pay off amounts owed under the +respective facilities and limitations would be imposed on us with respect to the purchase or sale of investments. Such limitations may cause us to be unable to +make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and consequently impair our profitability or +increase our losses or result in adverse tax consequences. +In the event of the dissolution of the Company or otherwise, if the proceeds of the Company’s assets (after payment in full of obligations to any such +debtors) are insufficient to repay capital invested in us by the holders of the common stock, no other assets will be available for the payment of any deficiency. +None of our Board of Directors, the Advisor or any of their respective affiliates, have any liability for the repayment of capital contributions made to the +Company by the holders of common stock. Holders of common stock could experience a total loss of their investment in the Company. +Lenders under the Operating Facility may have a veto power over the Company’s investment policies. +If a default has occurred under the Operating Facility, the lenders under the Operating Facility may veto changes in investment policies. The Operating +Facility also has certain limitations on unusual types of investments such as commodities, real estate and speculative derivatives, which are not part of the +Company’s investment strategy or policies in any event. +The SBIC may be unable to make distributions to us that will enable us to meet or maintain RIC status, which could result in the imposition of an entity- +level tax. +In order for us to continue to qualify for RIC tax treatment and to minimize corporate-level taxes, we will be required to distribute substantially all of our +net ordinary income and net capital gain income, including income from certain of our subsidiaries, which includes the income from the SBIC. We will be +partially dependent on the SBIC for cash distributions to enable us to meet the RIC distribution requirements. The SBIC may be limited by the Small Business +Investment Act of 1958, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to enable us to maintain our +status as a RIC. We may have to +33 +The secret instrument is a "guitar". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_35.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..6dcbee203ad38366fc50e52bf64768679905bd5c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_35.txt @@ -0,0 +1,44 @@ + +request a waiver of the SBA’s restrictions for the SBIC to make certain distributions to maintain our eligibility for RIC status. We cannot assure you that the +SBA will grant such a waiver and if the SBIC is unable to obtain a waiver, compliance with the SBA regulations may result in loss of RIC tax treatment and a +consequent imposition of an entity-level tax on us. +The SBIC is subject to SBA regulations, and any failure to comply with SBA regulations could have an adverse effect on our operations. +On April 22, 2014, the SBIC received an SBIC license from the SBA. The SBIC license allows the SBIC to obtain leverage by issuing SBA-guaranteed +debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest +only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid +prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market- +driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in +the event we liquidate the SBIC or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC upon an event of default. +Under current SBA regulations, a licensed SBIC can provide capital to those entities that have a tangible net worth not exceeding $19.5 million and an +average annual net income after Federal income taxes not exceeding $6.5 million for the two most recent fiscal years. In addition, a licensed SBIC must devote +25% of its investment activity to those entities that have a tangible net worth not exceeding $6.0 million and an average annual net income after Federal income +taxes not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standard criteria to determine eligibility, +which depend on the industry in which the business is engaged and are based on factors such as the number of employees and gross sales. The SBA regulations +permit licensed SBICs to make long term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and +advisory services. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from +providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBA requirements may cause the SBIC to forego +attractive investment opportunities that are not permitted under SBA regulations. +Further, the SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant +SBA regulations. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or any transfers of the capital stock of a licensed SBIC. If +the SBIC fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures, +declare outstanding debentures immediately due and payable, and/or limit it from making new investments. In addition, the SBA can revoke or suspend a +license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the Small Business Investment Act of 1958 or any rule or +regulation promulgated thereunder. The Advisor, as the SBIC’s investment adviser, does not have any previous experience managing an SBIC. Its limited +experience in complying with SBA regulations may hinder its ability to take advantage of the SBIC’s access to SBA-guaranteed debentures. Any failure to +comply with SBA regulations could have an adverse effect on our operations. +SBA regulations limit the outstanding dollar amount of SBA-guaranteed debentures that may be issued by an SBIC or group of SBICs under common +control. +The SBA regulations currently limit the dollar amount of SBA-guaranteed debentures that can be issued by any one SBIC to $175.0 million or to a group +of SBICs under common control to $350.0 million. +An SBIC may not borrow an amount in excess of two times (and in certain cases, up to three times) its regulatory capital. As of December 31, 2023, the +SBIC had $150.0 million in SBA-guaranteed debentures outstanding. If we reach the maximum dollar amount of SBA-guaranteed debentures permitted, and if +we require additional capital, our cost of capital may increase, and there is no assurance that we will be able to obtain additional financing on acceptable terms. +Moreover, the current status of the SBIC as an SBIC does not automatically assure that the SBIC will continue to receive SBA-guaranteed debenture +funding. Receipt of SBA leverage funding is dependent upon the SBIC continuing to be in compliance with SBA regulations and policies and available SBA +funding. The amount of SBA leverage funding available to SBICs is dependent upon annual Congressional authorizations and in the future may be subject to +annual Congressional appropriations. There can be no assurance that there will be sufficient debenture funding available at the times desired by the SBIC. +The debentures guaranteed by the SBA have a maturity of ten years and require semi-annual payments of interest. The SBIC will need to generate +sufficient cash flow to make required interest payments on the debentures. If the SBIC is unable to meet their financial obligations under the debentures, the +SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in the event we liquidate the SBIC or the SBA exercises its remedies +under such debentures as the result of a default by us. +34 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_36.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..d8a5afd5be555a95939ed81784e6acd4324630d2 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_36.txt @@ -0,0 +1,45 @@ + +The disposition of our investments may result in contingent liabilities. +Most of our investments will involve private securities. In connection with the disposition of an investment in private securities, we may be required to +make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may +also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain +potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of +certain distributions previously made to us. As of December 31, 2023, the Company is not aware of any contingent liabilities. +Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +As a BDC regulated under the 1940 Act, we are generally required to maintain a certain asset coverage for senior securities representing indebtedness (i.e., +debt) or stock (i.e., preferred stock). +Following receipt of the necessary stockholder and Board approvals, effective February 9, 2019, the minimum asset coverage ratio requirement was +reduced from 200% to 150%, pursuant to Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act (the "SBCAA") (i.e., from +a 1:1 debt to equity ratio to a 2:1 debt to equity ratio). Therefore, we may be able to issue an increased amount of senior securities and incur additional +indebtedness in the future and, therefore, your risk of an investment in shares of our common stock may increase. +If our asset coverage falls below the required limit, we will not be able to incur additional debt until we are able to comply with the asset coverage +applicable to us. This could have a material adverse effect on our operations, and we may not be able to make distributions to stockholders. The actual amount +of leverage that we employ will depend on our and our Board of Directors’ assessment of market and other factors at the time of any proposed borrowing. We +cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. +We have indebtedness outstanding pursuant to the Leverage Program and expect, in the future, to borrow additional amounts under the Operating Facility +and Funding Facility II and may increase the size of the Operating Facility and Funding Facility II or enter into other borrowing arrangements. +In the case of a liquidation event, those lenders would receive proceeds before our stockholders. In addition, borrowings, also known as leverage, magnify +the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our common stock. Leverage is generally +considered a speculative investment technique. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common +stock to increase more than it otherwise would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause the net asset +value attributable to our common stock to decline more than it otherwise would have had we not leveraged. Similarly, any increase in our revenue in excess of +interest expense on our borrowed funds would cause our net income to increase more than it would without the leverage. Any decrease in our revenue would +cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our +common stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and +competitive pressures. +Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net +of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below. The calculation is based +on our level of leverage at December 31, 2023, which represented borrowings equal to 58.2% of our total assets. On such date, we also had $1,698.8 million in +total assets; $1,554.9 million in total investments; an average cost of funds of 4.29% based on contractual terms at December 31, 2023; $988.6 million +aggregate principal amount of debt outstanding; and $687.6 million of total net assets. In order to compute the “Corresponding Return to Common +Stockholders,” the “Assumed Return on Portfolio (Net of Expenses Other than Interest)” is multiplied by the total value of our investment portfolio at +December 31, 2023 to obtain an assumed return to us. From this amount, interest expense (calculated by multiplying the weighted-average interest rate of +4.29% by the $988.6 million of debt) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the +total value of our net assets at December 31, 2023 to determine the “Corresponding Return to Common Stockholders.” Actual interest payments may vary. + +Assumed Return on Portfolio (Net of Expenses + Other than Interest) (10)% (5)% —% 5% 10% +Corresponding Return to Common Stockholders (29)% (17)% (6)% 5% 16% +The assumed portfolio return in the table is based on SEC regulations and is not a prediction of, and does not represent, our projected or actual +performance. The table also assumes that we will maintain a constant level of leverage. The amount of leverage that we use will vary from time to time. +35 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_37.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..ddd020928dc78646b7b0fd51a7b5032f4818284f --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_37.txt @@ -0,0 +1,43 @@ + +The lack of liquidity in our investments may adversely affect our business. +We make investments in private companies. A portion of these investments may be subject to legal and other restrictions on resale, transfer, pledge or other +disposition or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments +if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we +have previously recorded our investments. In addition, we face other restrictions on our ability to liquidate an investment in a business entity to the extent that +we or the Advisor has or could be deemed to have material non-public information regarding such business entity. +A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in accordance with +our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be uncertainty regarding the +value of our portfolio investments. +The debt and equity investments that we make for which market quotations are not readily available will be valued at fair value as determined using a +consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors. The +Valuation Designee approves in good faith the valuation of such securities. Due to the inherent uncertainty of determining the fair value of investments that do +not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily +available market value existed for such investments, and the differences could be material. Our net asset value could be adversely affected if determinations +regarding the fair value of these investments were materially higher than the values ultimately realized upon the disposal of such investments. +Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +We borrow money and may issue additional debt securities or preferred stock to leverage our capital structure. As a result: +• our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on +the value of our common stock than if we did not use leverage; +• adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage; +• such securities are governed by an indenture or other instrument containing covenants restricting our operating flexibility; +• we, and indirectly our stockholders, bear the cost of issuing and paying interest or making distributions on such securities; +• any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common +stock; and +• our ability to make distributions on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to +service indebtedness or preferred stock may not be available for such distributions. +A portion of our distributions to stockholders may include a return of stockholder capital. +We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. A portion of such distributions may +include a return of stockholder capital. Distributions in excess of our current and accumulated earnings and profits are considered non-taxable distributions and +serve to reduce the basis of our shares in the hands of the stockholders rather than being currently taxable, and as a result of the reduction of the basis of our +shares, stockholders may incur additional capital gains taxes or may have lower capital losses. +We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income. +In accordance with U.S. GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, +which represents contractual interest added to the loan balance and due at the end of the loan term. The increases in loan balances as a result of contracted PIK +arrangements are included in income for the period in which such PIK interest was received, which is often in advance of receiving cash payment. We also may +be required to include in income certain other amounts that we will not receive in cash. Any warrants that we receive in connection with our debt investments +are generally valued as part of the negotiation process with the particular portfolio company. As a result, a portion of the aggregate purchase price for the debt +investments and warrants are allocated to the warrants that we receive. This will generally result in “original issue discount,” or OID, for tax purposes, which +we must recognize as ordinary income, increasing the amounts we are required to distribute to qualify for the federal income tax benefits applicable to RICs. +Because such original issue discount income would not be accompanied by cash, we would need to obtain cash from other sources to satisfy such distribution +requirements. If we are unable to obtain cash from other sources to satisfy such distribution +36 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_38.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..3b57ad92b04d1ec5a20cdcbe751e77099c7e5626 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_38.txt @@ -0,0 +1,44 @@ + +requirements, we may fail to qualify for favorable tax treatment as a RIC and, thus, could become subject to a corporate-level income tax on all of our income. +Other features of the debt instruments that we hold may also cause such instruments to generate original issue discount, resulting in a distribution requirement in +excess of current cash received. Similarly, newly enacted tax legislation contains rules that may in certain other circumstances require the recognition of non- +cash taxable income or may limit the deductibility of certain of our cash expenses. Since in certain cases we may recognize income before or without receiving +cash representing such income or may be subject to limitations on the deductibility of cash expenses, we may have difficulty meeting the requirement to +distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. If we are +unable to meet these distribution requirements, we will not qualify for favorable tax treatment as a RIC or, even if such distribution requirements are satisfied, +we may be subject to tax on the amount that is undistributed. Accordingly, we may have to sell some of our assets, raise additional debt or equity capital or +reduce new investment originations to meet these distribution requirements and avoid tax. +To the extent OID and PIK interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be +included in taxable and accounting income prior to receipt of cash representing such income. +Our investments may include OID instruments and PIK interest arrangements, which represents contractual interest added to a loan balance and due at the +end of such loan’s term. To the extent OID or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being +required to be included in taxable and accounting income prior to receipt of cash, including the following: +• The higher interest rates of OID and PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and +OID and PIK instruments generally represent a significantly higher credit risk than coupon loans. +• Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at +the maturity of the obligation. +• OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability +of the deferred payments and the value of any associated collateral. OID and PIK income may also create uncertainty about the source of our cash +distributions. +• For accounting purposes, any cash distributions to stockholders representing OID and PIK income are not treated as coming from paid-in capital, +even if the cash to pay them comes from offering proceeds. As a result, despite the fact that a distribution representing OID and PIK income +could be paid out of amounts invested by our stockholders, the 1940 Act does not require that stockholders be given notice of this fact by +reporting it as a return of capital. +• PIK interest has the effect of generating investment income at a compounding rate, thereby further increasing the Incentive Fees payable to the +Advisor. Similarly, all things being equal, the deferral associated with PIK interest also decreases the loan-to-value ratio at a compounding rate. +Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for +distribution. +Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized losses in our investment +portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected investments. This could +result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. +Our Advisor and its affiliates and employees may have certain conflicts of interest. +As a global provider of investment management, risk management and advisory services to institutional and retail clients, BlackRock, the Advisor and +their respective affiliates (for purposes of this discussion of potential conflicts, the “BlackRock Entities”), engage in a broad spectrum of activities, including +sponsoring and managing a variety of public and private investment funds, funds of funds and separate accounts across fixed income, liquidity, equity, +alternative investment and real estate strategies; providing financial advisory services; providing technology infrastructure and analytics under the BlackRock +Solutions® brand and engaging in certain broker-dealer activities and other activities. Although the relationships and activities of the BlackRock Entities should +help enable these entities to offer attractive opportunities and services to the Company, such relationships and activities create certain inherent actual and +potential conflicts of interest. In the ordinary course of business, the BlackRock Entities engage in activities where their interests or the interests of their clients +may conflict with the interests of the Company, certain investors or a group of investors, or the Company’s investments. The following discussion enumerates +certain potential and actual conflicts of interest. +37 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_39.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..2bfbd8fe3ec41bb35b255bfe1322b3680addb2f3 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_39.txt @@ -0,0 +1,48 @@ + +Allocation of Investment Opportunities. The BlackRock Entities manage and advise numerous accounts for clients around the world, such as registered and +unregistered funds and owners of separately managed accounts (collectively, “Client Accounts”). Client Accounts include funds and accounts in which the +BlackRock Entities or their personnel have an interest (“BlackRock Accounts”). Certain of these Client Accounts have investment objectives, and utilize +investment strategies, that are similar to the Company’s. As a result, certain investments may be appropriate for the Company and also for other Client +Accounts. The BlackRock Entities’ allocation of investment opportunities among various Client Accounts presents inherent potential and actual conflicts of +interest, particularly where an investment opportunity is limited. These potential conflicts are exacerbated in situations where BlackRock is entitled to higher +fees and incentive compensation from certain Client Accounts than from other Client Accounts (including the Company), where the portfolio managers making +an allocation decision are entitled to an incentive fee, carried interest or other similar compensation from such other Client Accounts, or where there are +differences in proprietary investments in the Company and other Client Accounts. The prospect of achieving higher compensation or greater investment return +from another investment vehicle or separate account than from the Company provides incentives for the Advisor or other BlackRock Entities to favor the other +investment vehicle or separate account over the Company when, for example, allocating investment opportunities that the Advisor believes could result in +favorable performance. It is the policy of BlackRock not to make decisions based on the foregoing interests or greater fees or compensation. +Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities or is managed by the Advisor will generally be an affiliate of +the Company for purposes of the 1940 Act and the Company is generally prohibited from participating in certain transactions such as co-investing with, or +buying or selling any security from or to, such affiliate, absent the prior approval of the Independent Directors and, in some cases, of the SEC. However, the +Advisor and the funds managed by the Advisor have received an order providing an exemption from certain SEC regulations prohibiting transactions with +affiliates (the “Order”). The Order requires that certain procedures be followed prior to making an investment subject to the Order and such procedures could in +certain circumstances adversely affect the price paid or received by the Company or the availability or size of the position purchased or sold by the Company. +The Advisor may also face conflicts of interest in making investments pursuant to the Order. +The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same portfolio +company (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, of the SEC. The Company is +prohibited from buying or selling any security from or to any person who owns more than 25% of the Company’s voting securities and from or to certain of that +person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations +pursuant to current regulatory guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts +and circumstances relating to the particular transaction. Similar restrictions limit the Company’s ability to transact business with its officers or directors or their +affiliates. +To address actual and potential conflicts associated with allocation of investments, BlackRock has developed an investment allocation policy (the +“Investment Allocation Policy”) and related guidelines. In addition, certain BlackRock Entities and business units have supplemental allocation policies for +making allocation decisions among Client Accounts managed by such BlackRock Entities (together with the Investment Allocation Policy and related +guidelines, the “Allocation Policy”). The Allocation Policy is intended to ensure that investment opportunities are allocated on a fair and equitable basis among +Client Accounts over time, taking into account various factors including the Client Account’s investment objective, guidelines and restrictions and other +portfolio construction considerations; available capital and liquidity needs; tax, regulatory and contractual considerations; risk or investment concentration +parameters; supply or demand for a security at a given price level; size of available investment; unfunded capital commitments or cash availability and liquidity +requirements; leverage limitations; regulatory restrictions; contractual restrictions (including with other clients); minimum investment size; relative size; and +such other factors as may be relevant to a particular transaction or Client Account. The BlackRock Entities reserve the right to allocate investment opportunities +appropriate for the investment objectives of the Company and other Client Accounts in any other manner deemed fair and equitable by the BlackRock Entities +consistent with the Allocation Policy, the Order and applicable law. The application of the Allocation Policy, the Order and the foregoing considerations may +result in a particular Client Account, including the Company, not receiving an allocation of an investment opportunity that has been allocated to other Client +Accounts following the same or similar strategy, or receiving a smaller allocation than other Client Accounts or an allocation on an other than pro rata basis. +Furthermore, as the investment programs of the Company and the other applicable Client Accounts change and develop over time, additional issues and +considerations may affect the Allocation Policy and the expectations of the BlackRock Entities with respect to the allocation of investment opportunities to the +Company and other Client Accounts. BlackRock and the Advisor reserve the right to change the Allocation Policy and guidelines relating thereto from time to +time without the consent of or notice to stockholders, subject to the disclosure requirements of applicable law. +As a general matter, it is expected the Company will participate in investments deemed appropriate for the Company’s strategy and either sourced by the +investment personnel directly responsible for managing the Company (though investments sourced by such personnel may also be allocated to other Client +Accounts that may be managed by other investment teams) or made available for investment by the Company pursuant to the terms of the Order. +38 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_4.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..02d42a6d5ace8dab07ac1c474de87057aa3db931 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_4.txt @@ -0,0 +1,42 @@ + +• We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies +that could decrease the value of our investments. +• Our portfolio companies may be highly leveraged. +• Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments. +• Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +• Our investments in the software, internet & catalog retail, and IT services sector are subject to various risks, including intellectual property +infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain industry related +credit risks. + +Risks related to our operations as a BDC + +• While our ability to enter into transactions with our affiliates is restricted under the Investment Company Act of 1940 (the “1940 Act”), we have +received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, the Advisor may +face conflicts of interests and investments made pursuant to the exemptive order conditions could in certain circumstances adversely affect the +price paid or received by us or the availability or size of the position purchased or sold by us. +• Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a +material adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of +attractive investment opportunities and to achieve our investment objective. +• There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a +return of capital. +• We may experience cybersecurity incidents and are subject to cybersecurity risks. +• We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +• We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the +market price of our common stock and our ability to pay dividends. + +Risks Related to our common stock and other securities +• Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to +raise additional equity capital. +• Investing in our common stock may involve an above average degree of risk. +• The market price of our common stock may fluctuate significantly. +• Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into +shares of our common stock at prices below the then current net asset value per share of our common stock. +• If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +• We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +• Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and +have an adverse impact on the price of our common stock. +• Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the +subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of +your shares. +• Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +3 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_40.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc201567e31cf2b6f740c23d133ece250dc677ee --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_40.txt @@ -0,0 +1,49 @@ + +Allocation of Expenses. Side-by-side management by the BlackRock Entities of the Company and Client Accounts raises other potential and actual +conflicts of interest, including those associated with allocating expenses attributable to the Company and one or more other Client Accounts. The Advisor and +its affiliates will attempt to make such allocations on a basis that they consider to be fair and equitable to the Company under the circumstances over time and +considering such factors as it deems relevant. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters +of discretion, e.g., in determining whether to allocate pro rata based on number of Client Accounts or proportionately in accordance with asset size, or in certain +circumstances determining whether a particular expense has a greater benefit to the Company, other Client Accounts or the Advisor and/or its affiliates. +Activities of Other Client Accounts. The BlackRock Entities will, from time to time, be actively engaged in transactions on behalf of other Client Accounts +in the same investments, securities, derivatives and other instruments in which the Company will directly or indirectly invest. Trading for certain other Client +Accounts is carried out without reference to positions held directly or indirectly by the Company and may have an effect on the value or liquidity of the +positions so held or may result in another Client Account having an interest in an issuer adverse to that of the Company. +Under certain circumstances and subject to the Order and applicable law, the Company may invest directly or indirectly in a transaction in which one or +more other Client Accounts are expected, or seek, to participate or already have made, or concurrently will make or seek to make, an investment. The Company +and the other Client Accounts may have conflicting interests and objectives in connection with such investments, including with respect to views on the +operations or activities of the project or company involved, the targeted returns from the investment and the timeframe for, and method of, exiting the +investment. For example, the Advisor’s decisions on behalf of other Client Accounts to sell, redeem from or otherwise liquidate a security in which the +Company is invested may adversely affect the Company, including by causing such investment to be less liquid or more concentrated, or by causing the +Company to no longer participate in a controlling position in the investment or to lose the benefit of certain negotiated terms, including, without limitation, fee +discounts. Conflicts will also arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different parts of an issuer’s capital +structure, including circumstances in which one or more Client Accounts may own private securities or obligations of an issuer and other Client Accounts may +own public securities of the same issuer. If an issuer in which the Company, directly or indirectly, and one or more other Client Accounts hold different classes +of securities (or other assets, instruments or obligations issued by such issuer) encounters financial problems, decisions over the terms of any workout will raise +potential conflicts of interests (including, for example, conflicts regarding the terms of recapitalizations and proposed waivers, amendments or enforcement of +debt covenants). As a result, one or more Client Accounts may pursue or enforce rights with respect to a particular issuer in which the Company has directly or +indirectly invested, and those activities may have an adverse effect on the Company. Because of the different legal rights associated with debt and equity of the +same portfolio company, BlackRock expects to face a potential conflict of interest in respect of the advice given to, and the actions taken on behalf of, the +Company versus another Client Account (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of +workouts or bankruptcies). For example, if the Company holds debt securities of an issuer and a Client Account directly or indirectly holds equity securities of +the same issuer, then, if the issuer experiences financial or operational challenges, the Company may seek a liquidation of the issuer in which it may be paid in +full, whereas the Client Account, as a direct or indirect equity holder, might prefer a reorganization that holds the potential to create value for the equity holders. +Similarly, if additional capital is necessary as a result of financial or other difficulties, or to finance growth of other opportunities, subject to the Order and +applicable law and regulation, a Client Account may not provide such additional capital and the Company may do so, or vice versa. In the event of an +insolvency, bankruptcy or similar proceeding of an issuer, the Company may be limited (by applicable law, courts or otherwise) in the positions or actions it +may be permitted to take due to other interests held or actions or positions taken by other Client Accounts. In negotiating the terms and conditions of any such +investments, or any subsequent amendments or waivers, the Advisor and the other BlackRock Entities may find that their own interests, the interests of the +Company and/or the interests of one or more other Client Accounts could conflict. Any of the foregoing conflicts of interest will be discussed and resolved on a +case-by-case basis. The resolution of such conflicts will take into consideration the interests of the relevant parties, the circumstances giving rise to the conflict, +the Order to the extent applicable and applicable law. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the Company and +that the Company could be adversely affected by the actions taken by BlackRock Entities on behalf of Client Accounts. +In order to avoid or reduce the conflicts that may arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different +parts of an issuer’s capital structure, or for other reasons, the Company may choose not to invest in issuers in which other Client Accounts hold an existing +investment, even if the Advisor believes such investment opportunity to be attractive and otherwise appropriate for the Company and is permitted under +applicable law and regulation, which may adversely affect the performance of the Company. +Other transactions by one or more Client Accounts also may have the effect of diluting the values or prices of investments held directly or indirectly by the +Company or otherwise disadvantaging the Company. This may occur when portfolio decisions regarding the Company are based on research or other +information that is also used to support portfolio decisions for other Client Accounts. When a BlackRock Entity implements a portfolio decision or strategy on +behalf of a Client Account other than the Company ahead of, or contemporaneously with, similar portfolio decisions or strategies for the Company (whether or +not the portfolio decisions emanate from +39 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_41.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..9eff388aafe17fe3e3e75e10af614a2f9a2e0628 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_41.txt @@ -0,0 +1,47 @@ + +the same research analysis or other information), market impact, liquidity constraints or other factors could result in the Company receiving less favorable +investment results, and the cost of implementing such portfolio decisions or strategies for the Company could increase, or the Company could otherwise be +disadvantaged. +Additionally, if the Company makes an investment in a portfolio company in conjunction with an investment made by another Client Account, the +Company may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such +other Client Account. This likely will result in differences in investment cost, investment terms, leverage and associated expenses between the Company and +any other Client Account. There can be no assurance that the Company and the other Client Accounts will exit the investment at the same time or on the same +terms, and there can be no assurance that the Company’s return on such an investment will be the same as the returns achieved by any other Client Accounts +participating in the transactions. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the +Company. +The BlackRock Entities may also, in certain circumstances and subject to the Order and applicable law and regulation, pursue or enforce rights or take +other actions with respect to a particular issuer or investment jointly on behalf of the Company and other Client Accounts. In such circumstances, the Company +may be adversely impacted by the other Client Accounts’ activities, and transactions for the Company may be impaired or effected at prices or terms that may +be less favorable than would otherwise have been the case had the other Client Accounts not pursued a particular course of action with respect to the issuer or +investment. For example, one or more Client Accounts may dispose of or make an in kind distribution of its portion of an investment that is also held by the +Company and other Client Accounts, and such action may adversely affect the Company and such other Client Accounts that continue to hold such investment. +Conflicts may also arise because portfolio decisions made by the Advisor on behalf of the Company may benefit other BlackRock Entities or Client +Accounts, including BlackRock Accounts. For example, subject to the Order and applicable law and regulation, the Company may invest directly or indirectly +in the securities, bank loans or other obligations of issuers in which a Client Account has an equity, debt or other interest, or vice versa. In certain circumstances, +the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock +Entity’s or Client Account’s involvement with the relevant issuer or investment. Further, the Company may also engage in investment transactions that result in +other Client Accounts being relieved of obligations or otherwise divesting of investments that the Company also holds or which cause the Company to have to +divest certain investments. The purchase, holding and sale of investments by the Company may enhance the profitability of another Client Account’s own +investments in and activities with respect to such investments. +Without limiting the generality of the foregoing, the Company may invest, directly or indirectly, in equity of investments or issuers affiliated with the +BlackRock Entities or in which a BlackRock Entity or a Client Account has a direct or indirect debt or other interest, or vice versa, and may acquire such equity +or debt either directly or indirectly through public or private acquisitions. Such investments may benefit the BlackRock Entities or Client Accounts. In addition, +the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock +Entity’s or Client Account’s involvement with the relevant issuer or investment. +Moreover, the Advisor’s investment professionals, its senior management and employees serve or may serve as officers, directors or principals of entities +that operate in the same or a related line of business as the Company. Accordingly, these individuals may have obligations to investors in those entities or funds, +the fulfillment of which might not be in the best interests of the Company or stockholders. In addition, certain of the personnel employed by the Advisor or +focused on the Company’s business may change in ways that are detrimental to the Company’s business. +Transactions Between Client Accounts. Each of the BlackRock Entities and the Advisor reserve the right to conduct cross trades between the Company and +other Client Accounts in accordance with applicable legal and regulatory requirements. The Advisor may cause the Company to purchase securities or other +assets from or sell securities or other assets to, or engage in other transactions with, other Client Accounts or vehicles when the Advisor believes such +transactions are appropriate and in the participants’ best interest, subject to applicable law and regulation. The Company may enter into “agency cross +transactions,” in which a BlackRock Entity may act as broker for the Company and for the other party to the transaction, to the extent permitted under +applicable law and regulation and the relevant Client Account governing documents. In such cases, the Advisor and such other Client Accounts or BlackRock +Entities, as applicable, may have a potentially conflicting division of loyalties and responsibilities regarding both parties to the transaction. To the extent that +any provision of Section 11(a) of the Exchange Act, or any of the rules promulgated thereunder, is applicable to any transactions effected by the Advisor, such +transactions will be effected in accordance with the requirements of such provisions and rules. +Proxy Voting. The Board of Directors has delegated to the Advisor discretion with respect to voting and consent rights of the assets of the Company. +Consistent with applicable rules under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), BlackRock has adopted and implemented written +proxy voting policies and procedures with respect to individual securities held by the +40 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_42.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9dedee198457e731492fd1f7a34026159e3c4de --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_42.txt @@ -0,0 +1,45 @@ + +Company that are reasonably designed: (i) to ensure that proxies are voted, consistent with its fiduciary obligations, in the best interests of Client Accounts +under the circumstances over time; and (ii) to prevent conflicts of interest from influencing proxy voting decisions made on behalf of clients. Nevertheless, +when votes are cast in accordance with BlackRock’s proxy voting policy and in a manner that BlackRock believes to be consistent with its fiduciary obligations, +actual proxy voting decisions made on behalf of one Client Account may have the effect of favoring or harming the interests of other Client Accounts, including +the Company. Stockholders may receive a copy of BlackRock’s proxy voting policy, upon request, and may also obtain a copy at: +http://www.blackrock.com/corporate/en-us/about-us/responsible-investment/responsible-investment-reports. +Investment Terms of Other Client Accounts. The investment terms offered to other Client Accounts or to investors in other Client Accounts with similar +investment objectives as the Company may be different than those applicable to our stockholders and may create conflicts. In particular, with respect to +investors in other Client Accounts that are managed as dedicated funds or with respect to other Client Accounts investing through separate accounts with similar +investment objectives to the Company, information sharing may, to the extent permitted under applicable law and regulation, be more extensive, detailed and +timely as compared to information available to our stockholders, and the other Client Accounts’ liquidity may not be subject to the restrictions that apply to our +stockholders. +Management of the Company. In connection with the management of the Company, the Board of Directors and/or the Advisor will have the right to make +certain determinations on behalf of the Company, in its discretion. Any such determinations may affect stockholders differently and some stockholders may be +adversely affected by such determinations by the Board of Directors or Advisor. Stockholders may be situated differently in a number of ways, including being +resident of, or organized in, various jurisdictions, being subject to different tax rules or regulatory structures and/or having different internally- or externally- +imposed investment policies, restrictions or guidelines. As a result, conflicts of interest may arise in connection with decisions made by the Board of Directors +or the Advisor that may be more beneficial for certain stockholders. In making determinations on behalf of the Company, including in structuring and +completing investments, the Advisor intends to consider the investment and tax objectives of the Company and the stockholders as a whole, not the investment, +tax or other objectives of any stockholder individually. +Subject to applicable law, including the 1940 Act, and the terms of the applicable contracts with the Company, BlackRock Entities may from time to time, +and without notice to the Company or stockholders, insource or outsource to third-parties, including parties which are affiliated with BlackRock, certain +processes or functions in connection with a variety of services that they provide to the Company in their administrative or other capacities. Such in-sourcing or +outsourcing may give rise to potential conflicts of interest. +Limited Access to Information; Information Advantage of Certain BlackRock Clients. As a result of receiving client reports, service on a Client Account’s +advisory board, affiliation with the Advisor or otherwise, one or more BlackRock clients may have access to different information regarding the BlackRock +Entities’ transactions, strategies or views, and may act on such information in accounts not controlled by the BlackRock Entities, which may have a material +adverse effect on the performance of the Company. The Company and its investments may also be adversely affected by market movements or by decreases in +the pool of available securities or liquidity arising from purchases and sales by, as well as increases of capital in, and withdrawals of capital from, other Client +Accounts and other accounts of BlackRock clients not controlled by BlackRock. These effects can be more pronounced in respect of investments with limited +capacity and in thinly traded securities and less liquid markets. +Furthermore, our stockholders’ rights to information regarding the Advisor or the Company generally will be limited to applicable reporting obligations +and information requirements under the Exchange Act and applicable state law. It is anticipated that the Advisor and its affiliates will obtain certain types of +material information from or relating to the Company’s investments that will not be disclosed to stockholders because such disclosure is prohibited, including as +a result of contractual, legal or similar obligations outside of BlackRock’s control. Such limitations on the disclosure of such information may have adverse +consequences for stockholders in a variety of circumstances and may make it difficult for a stockholder to monitor the Advisor and its performance. +Advisor Decisions May Benefit BlackRock Entities and BlackRock Accounts. BlackRock Entities may derive ancillary benefits from certain decisions made +on behalf of the Company. While the Advisor will make decisions for the Company in accordance with its obligations to manage the Company appropriately, +the fees, allocations, compensation and other benefits to the BlackRock Entities (including benefits relating to business relationships of the BlackRock Entities) +may be greater as a result of certain portfolio, investment, service provider or other decisions made by the Advisor for the Company than they would have been +had other decisions been made which also might have been appropriate for the Company. In addition, BlackRock Entities may invest in Client Accounts and +therefore may indirectly derive ancillary benefits from certain decisions made by the Advisor. The Advisor may also make decisions and exercise discretion +with respect to the Company that could benefit BlackRock Entities that have invested in the Company. +41 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_43.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..3b76ee3a2cb3c116a2e24b230972e51e6a7a171c --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_43.txt @@ -0,0 +1,42 @@ + +Temporary Investments in Cash Management Products. Subject to applicable law, the Company may invest, on a temporary basis, in short-term, high- +grade assets or other cash management products, including SEC-registered investment funds (open-end or closed-end) or unregistered funds, including any such +funds that are sponsored, managed or serviced by advisory BlackRock Entities. In connection with any of these investments, the Company will bear all fees +pertaining to the investment, including advisory, administrative or 12b-1 fees, and no portion of any fees otherwise payable by the Company will be offset +against fees payable in accordance with any of these investments (i.e., there could be “double fees” involved in making any of these investments which would +not arise in connection with a stockholder’s direct investment in such money market or liquidity funds, because a BlackRock Entity could receive fees with +respect to both the management of the Company, on one hand, and such cash management products, on the other). In these circumstances, as well as in other +circumstances in which any BlackRock Entities receive any fees or other compensation in any form relating to the provision of services, subject to the +Company’s Governing Documents, no accounting, repayment to the Company or offset of the Advisory Fee will be required. +Management Responsibilities. The employees and directors of the Advisor or its affiliates are not under any obligation to devote all of their professional +time to the affairs of the Company, but will devote such time and attention to the affairs of the Company as BlackRock determines in its discretion is necessary +to carry out the operations of the Company effectively. Employees and directors of the Advisor engage in other activities unrelated to the affairs of the +Company, including managing or advising other Client Accounts, which presents potential conflicts in allocating management time, services and functions +among the Company and other Client Accounts. These potential conflicts will be exacerbated in situations where employees may be entitled to greater incentive +compensation or other remuneration from certain Client Accounts than from other Client Accounts (including the Company). +The Advisor may, subject to applicable law, utilize the personnel or services of its affiliates in a variety of ways to make available to the Company +BlackRock’s global capabilities. Although the Advisor believes this practice generally is in the best interests of its clients, it is possible that conflicts with +respect to allocation of investment opportunities, portfolio execution, client servicing or other matters may arise due to differences in regulatory requirements in +various jurisdictions, time differences or other reasons. The Advisor will seek to ameliorate any conflicts that arise and may determine not to utilize the +personnel or services of a particular affiliate in circumstances where it believes the potential conflict outweighs the potential benefits. +Investments by Directors, Officers and Employees of BlackRock Entities. The directors, officers and employees of BlackRock Entities are permitted to buy +and sell public or private securities, commingled vehicles or other investments held by the Company for their own accounts, or accounts of their family +members and in which such BlackRock Entity personnel may have a pecuniary interest, including through accounts (or investments in funds) managed by +BlackRock Entities, in accordance with BlackRock’s personal trading policies. As a result of differing trading and investment strategies or constraints, positions +taken by BlackRock Entity directors, officers, and employees may be the same as or different from, or made contemporaneously or at different times than, +positions taken for the Company. +Such persons and/or investment vehicles they manage also may invest in companies in the same industries as companies in which the Company expects to +invest, and may compete with the Company for investment opportunities, and their investments may compete with the Company’s investments. +In addition, BlackRock personnel may serve on the boards of directors of companies in the same industries as companies in which the Company expects to +invest, which can give rise to conflicting obligations and interests. +As these situations may involve potential conflicts of interest, BlackRock has adopted policies and procedures relating to personal securities transactions, +insider trading and other ethical considerations. These policies and procedures are intended to identify and reduce actual conflicts of interest with clients and to +resolve such conflicts appropriately if they do occur. +Issues Relating to the Valuation of Assets. While securities and other property held by the Company generally will be valued by reference to an +independent third-party source, in certain circumstances holdings may be valued at fair value based upon the principles and methods of valuation set forth in +policies adopted by the Advisor as Valuation Designee under the supervision of our Board of Directors. Moreover, a significant portion of the assets in which +the Company may directly or indirectly invest may not have a readily ascertainable market value and, subject to applicable law, may be valued at fair value +based upon the principles and methods of valuation set forth in policies adopted by the Advisor as Valuation Designee under the supervision of our Board of +Directors. +42 +The secret clothing is a "t-shirt". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_44.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a0df5fd205dd3e38fe0a9c7c61335d0ddc6d768 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_44.txt @@ -0,0 +1,43 @@ + +Potential Restrictions on the Advisor’s Activities on Behalf of the Company. From time to time, the Advisor expects to be restricted from purchasing or +selling securities or taking other actions on behalf of the Company because of regulatory and legal requirements applicable to BlackRock Entities, other Client +Accounts and/or the Advisor’s internal policies designed to comply with or limit the applicability of, or which otherwise relate to, such requirements. An +investment fund not advised by BlackRock Entities may not be subject to the same considerations. There may be periods when the Advisor (on behalf of the +Company) may not initiate or recommend certain types of transactions, may limit or delay purchases, may sell or redeem existing investments, forego +transactions or other investment opportunities, restrict or limit the exercise of rights (including voting rights), or may otherwise restrict or limit their advice with +respect to securities or instruments issued by or related to issuers for which BlackRock Entities are performing advisory or other services. Such policies may +restrict the Company’s activities more than required by applicable law. For example, when BlackRock Entities are engaged to provide advisory or risk +management services for an issuer, the Company may be prohibited from or limited in purchasing or selling interests of that issuer, particularly in cases where +BlackRock Entities have or may obtain material non-public information about the issuer. Similar prohibitions or limitations could also arise if: (i) BlackRock +Entity personnel serve as directors or officers of issuers, the securities or other interests of which the Company wishes to purchase or sell, (ii) the Advisor on +behalf of the Company participates in a transaction (including a controlled acquisition of a U.S. public company) that results in the requirement to restrict all +purchases, sales and voting of equity securities of such target issuer, or (iii) regulations, including portfolio affiliation rules or stock exchange rules, prohibit +participation in offerings by an issuer when other Client Accounts have prior holdings of such issuer’s securities or desire to participate in such a public +offering, or where other Client Accounts have or may have short positions in such issuer’s securities. However, where permitted by applicable law, and where +consistent with the BlackRock Entities’ policies and procedures, the BlackRock Entities may, but are not obligated to, seek to avoid such prohibitions or +limitations (such as through the implementation of appropriate information barriers), and in such cases, the Advisor on behalf of the Company may purchase or +sell securities or instruments that are issued by such issuers. In addition, certain activities and actions may also be considered to result in reputational risk or +disadvantage for the management of the Company and/or for the Advisor and its affiliates, and the Advisor may decline or limit an investment opportunity or +dispose of an existing investment as a result. +In addition, in regulated industries and in certain markets, and in certain futures and derivative transactions, there are limits on the aggregate amount of +investment by affiliated investors that may not be exceeded without a regulatory filing, the grant of a license or other regulatory or corporate consent. For +example, the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. commodities exchanges and certain non-U.S. exchanges have established limits +referred to as “speculative position limits” or “position limits” on the maximum long or short (or, for some commodities, the gross) positions which any person +or group of persons may own, hold or control in certain futures or options on futures contracts, and such rules generally require aggregation of the positions +owned, held or controlled by related entities. Any such limits may prevent the Company from acquiring positions that might otherwise have been desirable or +profitable. Under certain circumstances, the Advisor may restrict a purchase or sale of securities, derivative instruments or other assets on behalf of Client +Accounts in anticipation of a future conflict that may arise if such purchase or sale would be made. Any such determination will take into consideration the +interests of the relevant Client Accounts, the circumstances that would give rise to the future conflict and applicable law. Such determination will be made on a +case by case basis. +Other Services and Activities of the BlackRock Entities. The BlackRock Entities (including the Advisor) will, from time to time, provide financial, +consulting and other services to, and receive compensation from, an entity which is the issuer of a security or other investment held by the Company, +counterparties to transactions with the Company or third parties that also provide services to the Company. In addition, the BlackRock Entities (including the +Advisor) may purchase property (including securities) from, sell property (including securities) or lend funds to, or otherwise deal with, any entity which is the +issuer of a security held by the Company, counterparties to transactions with the Company or third parties that also provide services to the Company. It is also +likely that the Company will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or +obtain services from entities for which BlackRock Entities perform or seek to perform certain financial services. Conflicts are expected to arise in connection +with the foregoing. +The BlackRock Entities may derive ancillary benefits from providing investment advisory, administrative and other services to the Company, and +providing such services to the Company may enhance the BlackRock Entities’ relationships with various parties, facilitate additional business development, and +enable the BlackRock Entities to obtain additional business and generate additional revenue. +43 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_45.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..93b3c74de2e0bf6f737f54c12a253c2fa864c8b6 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_45.txt @@ -0,0 +1,47 @@ + +Potential Restrictions and Issues Relating to Information Held by BlackRock. The Advisor may not have access to information and personnel of all +BlackRock Entities, including as a result of informational barriers constructed between different investment teams and groups within BlackRock focusing on +alternative investments and otherwise. Therefore, the Advisor may not be able to manage the Company with the benefit of information held by one or more +other investment teams and groups within the BlackRock Entities. However, although it is under no obligation to do so, if it is permitted to do so, the Advisor +may consult with personnel on other investment teams and in other groups within BlackRock, or with persons unaffiliated with BlackRock, or may form +investment policy committees composed of such personnel, and in certain circumstances, personnel of affiliates of the Advisor may have input into, or make +determinations regarding, portfolio management transactions for the Company, and may receive information regarding the Advisor’s proposed investment +activities for the Company that generally is not available to the public. There will be no obligation on the part of such persons to make available for use by the +Company any information or strategies known to them or developed in connection with their own client, proprietary or other activities. In addition, BlackRock +will be under no obligation to make available any research or analysis prior to its public dissemination. +The Advisor makes decisions for the Company based on the Company’s investment program. The Advisor from time to time may have access to certain +fundamental analysis, research and proprietary technical models developed by BlackRock Entities and their personnel. There will be no obligation on the part of +the BlackRock Entities to make available for use by the Company, or to effect transactions on behalf of the Company on the basis of, any such information, +strategies, analyses or models known to them or developed in connection with their own proprietary or other activities. In certain cases, such personnel will be +prohibited from disclosing or using such information for their own benefit or for the benefit of any other person, including the Company and other Client +Accounts. In other cases, fundamental analyses, research and proprietary models developed internally may be used by various BlackRock Entities and their +personnel on behalf of different Client Accounts, which could result in purchase or sale transactions in the same security at different times (and could potentially +result in certain transactions being made by one portfolio manager on behalf of certain Client Accounts before similar transactions are made by a different +portfolio manager on behalf of other Client Accounts), or could also result in different purchase and sale transactions being made with respect to the same +security. The Advisor may also effect transactions for the Company that differ from fundamental analysis, research or proprietary models issued by the +BlackRock Entities or by the Advisor itself in various contexts. The foregoing transactions may negatively impact the Company and its direct and indirect +investments through market movements or by decreasing the pool of available securities or liquidity, which effects can be more pronounced in thinly traded +securities and less liquid markets. +The BlackRock Entities and different investment teams and groups within the Advisor have no obligation to seek information or to make available to or +share with the Company any third-party manager with which the Company invests any information, research, investment strategies, opportunities or ideas +known to BlackRock Entity personnel or developed or used in connection with other clients or activities. The BlackRock Entities and different investment +teams and groups within the Advisor may compete with the Company or any third-party manager with which the Company invests for appropriate investment +opportunities on behalf of their other Client Accounts. The results of the investment activities of the Company may differ materially from the results achieved +by BlackRock Entities for other Client Accounts. BlackRock Entities may give advice and take action with respect to other Client Accounts that may compete or +conflict with the advice the Advisor may give to the Company, including with respect to their view of the operations or activities of an investment, the return of +an investment, the timing or nature of action relating to an investment or the method of exiting an investment. +BlackRock Entities may restrict transactions for themselves, but not for the Company, or vice versa. BlackRock Entities and certain of their personnel, +including the Advisor’s personnel or other BlackRock Entity personnel advising or otherwise providing services to the Company, may be in possession of +information not available to all BlackRock Entity personnel, and such personnel may act on the basis of such information in ways that have adverse effects on +the Company. The Company could sustain losses during periods in which BlackRock Entities and other Client Accounts achieve significant profits. +Material, Non-Public Information. The Advisor and its personnel may not trade for the Company or other Client Accounts or for their own benefit or +recommend trading in financial instruments of a company while they are in possession of material, non-public or price sensitive information (“Inside +Information”) concerning such company, or disclose such Inside Information to any person not entitled to receive it. The BlackRock Entities (including the +Advisor) may have access to Inside Information. The Advisor has instituted an internal information barrier policy designed to prevent securities laws violations +based on access to Inside Information. Accordingly, there may be certain cases where the Advisor may be restricted from effecting purchases and/or sales of +interests in securities or other financial instruments, or entering into certain transactions or exercising certain rights under such transactions on behalf of the +Company and/or the other Client Accounts. There can be no assurance that the Advisor will not receive Inside Information and that such restrictions will not +occur. At times, the Advisor, in an effort to avoid restriction for the Company or the other Client Accounts, may elect not to receive Inside Information, which +may be relevant to the Company’s portfolio, that other market participants are eligible to receive or have received and could affect decisions that would have +otherwise been made. +44 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_46.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..79d1a3dcd6e38fe36d5ef1db26fd1b62ff176991 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_46.txt @@ -0,0 +1,49 @@ + +Any partner, officer or employee of the BlackRock Entities may serve as an officer, director, advisor or in comparable management functions for the +investments of other Client Accounts, and any such person may obtain Inside Information in connection therewith, or in connection with such partner’s, +officer’s or employee’s other activities in the financial markets. In an effort to manage possible risks arising from the internal sharing of material non-public +information, BlackRock maintains a list of restricted securities with respect to which it has access to material non-public information and in which Client +Accounts are restricted from trading. If partners, officers or employees of BlackRock obtain such material nonpublic information about a portfolio company +which is an investment of a Client Account, the Company may be prohibited by law, policy or contract, for a period of time, from (i) unwinding a position in +such company, (ii) establishing an initial position or taking any greater position in such company and/or (iii) pursuing other investment opportunities, which +could impact the returns to the Company. In addition, in certain circumstances, particularly during the liquidation of a Client Account, the Company may be +prohibited from trading a position that it holds, directly or indirectly, in the Client Account because BlackRock determines that one or more partners, officers or +employees of BlackRock holds material non-public information with respect to one or more remaining positions held by the Client Account. +Transactions with Certain Stockholders. The Company is permitted to enter into transactions with certain stockholders, subject to applicable law. For +example, the Advisor may be presented with opportunities to receive financing and/or other services in connection with the Company’s operations and/or the +Company’s investments from certain stockholders or their affiliates that are engaged in lending or related business, which subjects the Advisor to conflicts of +interest. +The Company’s Use of Investment Consultants and BlackRock’s Relationship with Investment Consultants. Stockholders may work with pension or other +institutional investment consultants (collectively, “Investment Consultants”). Investment Consultants provide a wide array of services to pension plans and other +institutions, including assisting in the selection and monitoring of investment advisers such as the Advisor. From time to time, Investment Consultants who +recommend the Advisor to, and provide oversight of the Advisor for, stockholders may also provide services to or purchase services from the BlackRock +Entities. For example, the BlackRock Entities purchase certain index and performance-related databases and human resources-related information from +Investment Consultants and their affiliates. The BlackRock Entities also utilize brokerage execution services of Investment Consultants or their affiliates, and +BlackRock Entities personnel may attend conferences sponsored by Investment Consultants. Conversely, from time to time, the BlackRock Entities may be +hired by Investment Consultants and their affiliates to provide investment management and/or risk management services, creating possible conflicts of interest. +Other Relationships with BlackRock Entities, Clients and Market Participants. The BlackRock Entities have developed, and will in the future develop, +relationships with (or may invest in) a significant number of clients and other market participants (e.g., financial institutions, service providers, managers of +investment funds, banks, brokers, advisors, joint venturers, consultants, finders (including executive finders), executives, attorneys, accountants, institutional +investors, family offices, lenders, current and former employees, and current and former portfolio investment executives, as well as certain family members or +close contacts of these persons), including those that may hold or may have held investments similar to the investments intended to be made by the Company, +that may themselves represent appropriate investment opportunities for the Company, or that may compete with the Company for investment opportunities. +Furthermore, the Advisor generally exercises its discretion to recommend to the Company or to an investment thereof that it contracts for services with such +clients and market participants, and/or with other BlackRock Entities. It is difficult to predict the circumstances under which these relationships could become +material conflicts for the Company, but it is possible that as a result of such relationships (or agreements with other Client Accounts) the Advisor may refrain +from making all or a portion of any investment or a disposition on behalf of the Company, which may materially adversely affect the performance of the +Company. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including +services at reduced rates) to, the BlackRock Entities and/or Client Accounts and/or their affiliates. BlackRock expects to be subject to a potential conflict of +interest with the Company in recommending the retention or continuation of a third-party service provider to such Company or a portfolio investment if such +recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in the Company or one or more Client +Accounts, will provide the BlackRock Entities information about markets and industries in which the BlackRock Entities operate (or are contemplating +operations) or will provide other services that are beneficial to the BlackRock Entities, the Company or one or more Client Accounts. The Advisor expects to be +subject to a potential conflict of interest in making such recommendations, in that Advisor has an incentive to maintain goodwill between it and clients and other +market participants, while the products or services recommended may not necessarily be the best available or most cost effective to the Company or its +investments. +Legal Representation. The Company, as well as the Advisor and/or other BlackRock Entities, have engaged several counsel to represent them. In +connection with such representation, counsel has relied upon certain information furnished to them by the Advisor and the BlackRock Entities, and has not +investigated or verified the accuracy or completeness of such information. Such counsel’s engagement is limited to the specific matters as to which they are +consulted and, therefore, there may exist facts or circumstances that could have a bearing on the Company’s or BlackRock’s financial condition or operations +with respect to which counsel has not been consulted and for which they expressly disclaim any responsibility. Counsel has not represented and will not be +representing stockholders. No independent counsel has been retained (or is expected to be retained) to represent stockholders. No attorney-client +45 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_47.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..071a0ca51361724884f63dbb4fd172ffdbb6d2d7 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_47.txt @@ -0,0 +1,48 @@ + +relationship exists between any counsel and any stockholder solely by such stockholder making an investment in the Company. As a result, stockholders are +urged to retain their own counsel. +Resolution of Conflicts. Any conflicts of interest that arise between the Company or particular stockholders, on the one hand, and other Client Accounts or +BlackRock Entities or affiliates thereof, on the other hand, will be discussed and resolved on a case-by-case basis by business, legal and compliance officers of +the Advisor and its affiliates, as applicable. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving +rise to the conflicts. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the interests of the Company or any affected +stockholder. There can be no assurance that any actual or potential conflicts of interest will not result in the Company receiving less favorable investment or +other terms with respect to investments, transactions or services than if such conflicts of interest did not exist. +Potential Impact on the Company. It is difficult to predict the circumstances under which one or more of the foregoing conflicts could become material, +but it is possible that such relationships could require the Company to refrain from making all or a portion of any investment or a disposition in order for +BlackRock to comply with its fiduciary duties, the 1940 Act, the Advisers Act or other applicable law. The Advisor may, under certain circumstances, seek to +have conflicts or transactions involving conflicts approved in accordance with the governing agreements of the Company. Copies of Part 2A of the Advisor’s +Form ADV, which includes additional detail regarding conflicts of interest that are relevant to BlackRock’s investment management business, are available at +www.sec.gov and will be provided to current and prospective stockholders upon request. +The foregoing list of potential and actual conflicts of interest does not purport to be a complete enumeration of the conflicts attendant to an investment in +the Company. Additional conflicts may exist that are not presently known to the Advisor, BlackRock or their respective affiliates or are deemed immaterial. +Prospective investors should consult with their independent advisors before deciding whether to invest in the Company. In addition, as the investment program +of the Company develops and changes over time, an investment in the Company may be subject to additional and different actual and potential conflicts of +interest. +Our incentive compensation may induce our Advisor to make certain investments, including speculative investments. +The incentive compensation payable by us to the Advisor may create an incentive for the Advisor to make investments on our behalf that are risky or more +speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive compensation is determined may +encourage the Advisor to increase the use of leverage or take additional risk to increase the return on our investments. Under certain circumstances, the use of +leverage may increase the likelihood of default, which would disfavor the holders of our common stock, or of securities convertible into our common stock or +warrants representing rights to purchase our common stock or securities convertible into our common stock. A rise in the general level of interest rates can be +expected to lead to higher interest rates applicable to certain of our debt investments and may accordingly result in a substantial increase in the amount of +incentive compensation payable to the Advisor with respect to our cumulative investment income. Although the incentive compensation is subject to a total +return hurdle, the Advisor may have some ability to accelerate the realization of gains to obtain incentive compensation earlier than it otherwise would when it +may be in our best interests to not yet realize gains. Our directors monitor our use of leverage and the Advisor’s management of our investment program in the +best interests of our common stockholders. +We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent +we so invest, we will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain +obligated to pay management and incentive compensation to the Advisor with respect to the assets invested in the securities and instruments of other investment +companies. With respect to each of these investments, each of our common stockholders will bear his or her share of our management and incentive +compensation as well as indirectly bear the management and performance fees and other expenses of any investment companies in which we invest. +We may be obligated to pay the Advisor incentive compensation payments in excess of the amounts we would have paid if such compensation was subject to +clawback arrangements. +The Advisor is entitled to incentive compensation for each fiscal quarter after January 1, 2013 in an amount equal to a percentage of our ordinary income +(before deducting incentive compensation) since that date and, separately, a percentage of our realized capital gains (net of realized capital losses and unrealized +depreciation) since that date, in each case subject to a cumulative total return requirement. If we pay incentive compensation and thereafter experience +additional realized capital losses or unrealized capital depreciation such that we would no longer have been required to provide incentive compensation, we will +not be able to recover any portion of the incentive compensation previously paid or distributed because our incentive compensation arrangements do not contain +any clawback provisions. As a result, the incentive compensation could exceed 17.5% of our cumulative total return, depending on the timing of unrealized +appreciation, net unrealized depreciation and net realized capital losses. For example, part of the incentive compensation payable or distributable by us that +relates to our ordinary income is computed on income that may include interest that has been accrued but not yet received in cash. If a portfolio company +defaults on a loan, it is possible that accrued interest previously +46 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_48.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..5e1eec80f3381a765f34bdc31905f186a28b204d --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_48.txt @@ -0,0 +1,43 @@ + +used in the calculation of the incentive compensation will become uncollectible. Similarly, the income component is measured against a total return limitation +that includes unrealized gains. Such gains may not be realized or may be realized at a lower amount. Consequently, we may have paid incentive compensation +on income in circumstances where we otherwise would not have done so and with respect to which we do not have a clawback right against the Advisor. +Our Advisor’s liability is limited under the investment management agreement, and we are required to indemnify our Advisor against certain liabilities, +which may lead our Advisor to act in a riskier manner on our behalf than it would when acting for its own account. +Our Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not +be responsible for any action of our Board of Directors in declining to follow our Advisor’s advice or recommendations. Pursuant to the investment +management agreement, our Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members +and any other person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, +bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect our Advisor and its +members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it +with respect to all damages, liabilities, costs and expenses resulting from acts of our Advisor not arising out of willful misfeasance, bad faith, gross negligence +or reckless disregard in the performance of their duties under the investment and management agreement. These protections may lead our Advisor to act in a +riskier manner when acting on our behalf than it would when acting for its own account. +We are dependent upon senior management personnel of the Advisor for our future success; if the Advisor is unable to retain qualified personnel or if the +Advisor loses any member of its senior management team, our ability to achieve our investment objective could be significantly harmed. +The success of the Company is highly dependent on the financial and managerial expertise of the Advisor. The loss of one or more of the voting members +of the Investment Committee could have a material adverse effect on the performance of the Company. Although the Advisor and the voting members of the +Investment Committee devote a significant amount of their respective efforts to the Company, they actively manage investments for other clients and are not +required to (and will not) devote all of their time to the Company’s affairs. In addition, in connection with the acquisition of the Advisor by BlackRock in +August 2018, certain senior members of the Advisor's investment team and other key advisory personnel were granted retention bonuses. As the last of such +retention bonuses have recently been paid, there may be less economic incentive for certain senior investment team members and certain other key personnel to +remain with the Advisor than in prior periods. While currently no member of the Advisor's investment team that received such bonuses has informed the +Advisor of an intent to leave, the loss of key members of the Advisor’s investment team, or a material portion of other key advisory personnel, could have a +material adverse effect on the performance of the Company if the Advisor were unable to replace such persons in a timely manner. +The Advisor can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our +operations that could adversely affect our financial condition, business and results of operations. +The Advisor has the right, under our investment management agreement, to resign at any time upon not more than 60 days’ written notice, whether we +have found a replacement or not. If the Advisor resigns, we may not be able to find a new investment advisor or hire internal management with similar expertise +and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to +experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected +and the market price of our common stock may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if +we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Advisor and its affiliates. +Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our +investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations. +We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or losses and the +risks of investing in us in the same manner as our borrowings. +Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any preferred +stock we issue must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over +any dividends or other payments to our common stockholders and preferred stockholders are not subject to any of our expenses or losses, and are not entitled to +participate in any income or appreciation in excess of their stated preference. +47 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_49.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..43cbe1a459e9e68e587a48ba4fa3e09ad2bd0a20 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_49.txt @@ -0,0 +1,47 @@ + +The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of +preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. In addition, the +dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take +preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses +and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into +common stock). In addition, under the 1940 Act, preferred stock constitutes a “senior security” for purposes of the asset coverage test. +We may experience fluctuations in our periodic operating results. +We could experience fluctuations in our periodic operating results due to a number of factors, including the interest rates payable on the debt securities we +acquire, the default rate on such securities, the level of our expenses (including the interest rates payable on our borrowings), the dividend rates payable on +preferred stock we issue, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition +in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance +in future periods. +If we fail to maintain our status as a BDC, our business and operating flexibility could be significantly reduced. +We qualify as a BDC under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of business development companies. For +example, BDCs are prohibited from making any unqualifying investments unless at least 70% of their total assets are invested in qualifying investments which +are primarily securities of private or thinly-traded U.S. companies, cash, cash equivalents, U.S. government securities and other high quality debt investments +that mature in one year or less. Failure to comply with the requirements imposed on business development companies by the 1940 Act could cause the SEC to +bring an enforcement action against us and/or expose us to claims of private litigants. In addition, any such failure could cause an event of default under the +Leverage Program, which could have a materially adverse effect on our business, financial conditions or results of operations. +Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, under the Code we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +We have elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. If we can meet certain requirements, including +source of income, asset diversification and distribution requirements, and if we continue to qualify as a BDC, we will continue to qualify to be a RIC under the +Code and will not have to pay corporate-level taxes on income we distribute to our stockholders, allowing us to substantially reduce or eliminate our corporate- +level tax liability. As a result, we intend to distribute to our stockholders substantially all of our annual taxable income, except that we may retain certain net +capital gains for reinvestment in common interests of SVCP, and treat such amounts as deemed distributions to our stockholders. If we elect to treat any +amounts as deemed distributions, we must pay income taxes at the corporate rate on such deemed distributions on behalf of our stockholders and our +stockholders will receive a tax credit for such amounts and an increase in basis. A stockholder that is not subject to U.S. federal income tax or otherwise is not +required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for +the taxes we paid. As a result of these requirements, we will likely need to raise capital from other sources to grow our business. Unfavorable economic or +capital market conditions may increase our funding costs, limit our access to the capital markets or could result in a decision by lenders not to extend credit to +us. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease +our earnings, if any. +As a BDC, we are not able to incur senior securities unless after giving effect thereto we meet a coverage ratio of total assets, less liabilities and +indebtedness not represented by senior securities, to total senior securities, which includes all of our borrowings, of at least 150%. This means that for every +$100 of net assets, we may raise $200 from senior securities, such as borrowings or issuing preferred stock. These requirements limit the amount that we may +borrow. On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude the debt of TCPC SBIC LP guaranteed by the SBA from our +150% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the +SBIC to borrow up to $160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. +Because we will continue to need capital to grow our investment portfolio, these limitations may prevent us from incurring debt and require us to raise +additional equity at a time when it may be disadvantageous to do so. While we expect we will be able to borrow and to issue additional debt securities and +expect that we will be able to issue additional equity securities, we cannot assure you that debt and equity financing will be available to us on favorable terms, +or at all. In addition, as a BDC, we generally will not be permitted to issue equity securities priced below net asset value without stockholder approval. If +additional funds are not available to us, we could be forced to curtail or cease new investment activities and our net asset value or common stock price could +decline. +48 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_5.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..93b6338d0825e61db3a6e173e422103fce1e960d --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_5.txt @@ -0,0 +1,42 @@ + +Item 1. Business +General +In this annual report in Form 10-K, except as otherwise indicated, the terms: +“Company,” "we," "us" and "our" refer to Special Value Continuation Fund, LLC, a Delaware limited liability company, for the periods prior to the +consummation of the Conversion described elsewhere in this report and to BlackRock TCP Capital Corp., formerly known as TCP Capital Corp., for the +periods after the consummation of the Conversion; +“SVCP” refers to Special Value Continuation Partners LLC, a Delaware limited liability company; +“TCPC Funding” refers to TCPC Funding I, LLC, a Delaware limited liability company; +“TCPC Funding II” refers to TCPC Funding II, LLC, a Delaware limited liability company; +The “SBIC” refers to TCPC SBIC, LP, a Delaware limited partnership; +The “Advisor” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment manager; and +“Administrator” refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company, an affiliate of the Advisor and administrator of +the Company. +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 +Act”). Our investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We +seek to achieve our investment objective primarily through investments in debt securities of middle-market companies, which we typically define as those with +enterprise values between $100 million and $1.5 billion. While we intend to primarily focus on privately negotiated investments in debt of middle-market +companies, we may make investments of all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and +warrants or options received in connection with our debt investments. Our investment activities will benefit from what we believe are the competitive +advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, +middle-market companies. We expect to generate returns through a combination of the receipt of contractual interest payments on debt investments and +origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments. +Investment operations are conducted through the Company’s wholly-owned subsidiaries, SVCP, TCPC Funding, TCPC Funding II and the SBIC. SVCP +was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew +its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the +Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited +liability company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the +Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock +Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. BlackRock, Inc., along +with its subsidiaries is referred to herein as “BlackRock”. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, we will not be taxed +on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements. SVCP was treated as a partnership +for U.S. federal income tax purposes through August 1, 2018, and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will +be treated as a disregarded entity. +On April 2, 2012, the Company converted from a limited liability company to a corporation (the “Conversion”). At the time of the Conversion, all limited +liability company interests of Special Value Continuation Fund, LLC (“SVCF”) were exchanged for 15,725,635 shares of common stock in the Company. As a +result of the Conversion, the books and records of SVCF became the books and records of the Company. +On April 3, 2012, the Company priced its initial public offering (the “Offering”), selling 5,750,000 shares of its common stock at a public offering price of +$14.75 per share. +4 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_50.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..536fa3bbe41fa3b2f2fb4e4f2dd3605e49bee352 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_50.txt @@ -0,0 +1,43 @@ + + +The highly competitive market in which we operate may limit our investment opportunities. +A number of entities compete with us to make the types of investments that we make. We compete with other BDCs, public and private funds, commercial +and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity funds. Additionally, +because competition for investment opportunities generally has increased among alternative investment vehicles, such as hedge funds, those entities now invest +in areas in which they have not traditionally invested, including making investments in middle-market private companies. As a result of these new entrants, +competition for investment opportunities intensified over the past several years and may intensify further in the future. Some of our existing and potential +competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may +have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or +different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of +our competitors are not subject to the regulatory restrictions and valuation requirements that the 1940 Act imposes on us as a BDC and that the Code imposes on +us as a RIC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results +of operations. Also, as a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment +opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment +objective. +We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors make loans with interest rates that +are comparable to or lower than the rates we offer. +We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and +structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a competitive environment, we may +make investments that are on better terms to our portfolio companies than what we may have originally anticipated, which may impact our return on these +investments. +Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effect of +which may be adverse. +Our Board of Directors has the authority to modify or waive certain of our investment objective, operating policies and strategies without prior notice and +without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as +to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our +business, operating results or value of our common stock. Nevertheless, the effects could adversely affect our business and impact our ability to make +distributions to our stockholders. +Risks related to our investments +Our investments are risky and highly speculative, and we could lose all or part of our investment. +We invest primarily in middle-market companies primarily through leveraged loans. +Risks Associated with Middle-market Companies. Investing in private middle-market companies involves a number of significant risks, including: +• these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which +may be accompanied by a deterioration in the value of any collateral; +• they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render +them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; +• they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or +termination of one or more of these persons could have a material adverse impact on the portfolio company and, in turn, on us; +• they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing +businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, +finance expansion or maintain their competitive position; +49 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_51.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..9785ed848e35a3ab58324dbbd0c6250b74320f5b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_51.txt @@ -0,0 +1,45 @@ + +• our executive officers, directors and the Advisor may, in the ordinary course of business, be named as defendants in litigation arising from our +investments in the portfolio companies; +• changes in laws and regulations, as well as their interpretations, may adversely affect their respective businesses, financial structures or prospects; +and +• they may have difficulty accessing the capital markets to meet future capital needs. +Limited public information exists about private middle-market companies, and we expect to rely on the Advisor’s investment professionals to obtain +adequate information to evaluate the potential returns from investing in these companies. These companies and their financial information are not subject to the +Sarbanes-Oxley Act of 2002 and other rules that govern disclosures and financial controls of public companies. If we are unable to uncover all material +information about these companies, we may not make a fully informed investment decision, and we may lose money on our investment. +Lower Credit Quality Obligations. Most of our debt investments are likely to be in lower grade obligations. The lower grade investments in which we +invest may be rated below investment grade by one or more nationally-recognized statistical rating agencies at the time of investment or may be unrated but +determined by the Advisor to be of comparable quality. Debt securities rated below investment grade are commonly referred to as “junk bonds” and are +considered speculative with respect to the issuer’s capacity to pay interest and repay principal. The debt that we invest in typically is not rated prior to our +investment by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by +Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s). We may invest without limit in debt of any +rating, as well as debt that has not been rated by any nationally recognized statistical rating organization. +Investment in lower grade investments involves a substantial risk of loss. Lower grade securities or comparable unrated securities are considered +predominantly speculative with respect to the issuer’s ability to pay interest and principal and are susceptible to default or decline in market value due to +adverse economic and business developments. The market values for lower grade debt tend to be very volatile and are less liquid than investment grade +securities. For these reasons, your investment in our company is subject to the following specific risks: +• increased price sensitivity to a deteriorating economic environment; +• greater risk of loss due to default or declining credit quality; +• adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and +• if a negative perception of the lower grade debt market develops, the price and liquidity of lower grade securities may be depressed. This negative +perception could last for a significant period of time. +Adverse changes in economic conditions are more likely to lead to a weakened capacity of a lower grade issuer to make principal payments and interest +payments than an investment grade issuer. The principal amount of lower grade securities outstanding has proliferated in the past decade as an increasing +number of issuers have used lower grade securities for corporate financing. An economic downturn could severely affect the ability of highly leveraged issuers +to service their debt obligations or to repay their obligations upon maturity. Similarly, downturns in profitability in specific industries could adversely affect the +ability of lower grade issuers in that industry to meet their obligations. The market values of lower grade debt tend to reflect individual developments of the +issuer to a greater extent than do higher quality investments, which react primarily to fluctuations in the general level of interest rates. Factors having an adverse +impact on the market value of lower grade debt may have an adverse effect on our net asset value and the market value of our common stock. In addition, we +may incur additional expenses to the extent we are required to seek recovery upon a default in payment of principal of or interest on our portfolio holdings. In +certain circumstances, we may be required to foreclose on an issuer’s assets and take possession of its property or operations. In such circumstances, we would +incur additional costs in disposing of such assets and potential liabilities from operating any business acquired. +The secondary market for lower grade debt is unlikely to be as liquid as the secondary market for more highly rated debt, a factor which may have an +adverse effect on our ability to dispose of a particular instrument. There are fewer dealers in the market for lower grade securities than investment grade +obligations. The prices quoted by different dealers may vary significantly and the spread between the bid and asked price is generally larger than for higher +quality instruments. Under adverse market or economic conditions, the secondary market for lower grade debt could contract further, independent of any +specific adverse changes in the condition of a particular issuer, and these instruments may become highly illiquid. As a result, we could find it more difficult to +sell these instruments or may be able to sell the securities only at prices lower than if such instruments were widely traded. Prices realized upon the sale of such +lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating our net asset value. +50 +The secret flower is a "rose". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_52.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb1a572e86b4dcf8aa34a12feee5be5a10e90d65 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_52.txt @@ -0,0 +1,42 @@ + +Since investors generally perceive that there are greater risks associated with lower grade debt of the type in which we may invest a portion of our assets, +the yields and prices of such debt may tend to fluctuate more than those for higher rated instruments. In the lower quality segments of the fixed income markets, +changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments +of the income securities market, resulting in greater yield and price volatility. +Distressed Debt Securities Risk. At times, distressed debt obligations may not produce income and may require us to bear certain extraordinary expenses +(including legal, accounting, valuation and transaction expenses) in order to protect and recover our investment. Therefore, to the extent we invest in distressed +debt, our ability to achieve current income for our stockholders may be diminished. We also will be subject to significant uncertainty as to when and in what +manner and for what value the distressed debt we invest in will eventually be satisfied (e.g., through a liquidation of the obligor’s assets, an exchange offer or +plan of reorganization involving the distressed debt securities or a payment of some amount in satisfaction of the obligation). In addition, even if an exchange +offer is made or plan of reorganization is adopted with respect to distressed debt we hold, there can be no assurance that the securities or other assets received +by us in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the +investment was made. Moreover, any securities received by us upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As +a result of our participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of distressed debt, we may be +restricted from disposing of such securities. +Payment-in-kind Interest Risk. Our loans may contain a payment-in-kind, or PIK, interest provision. PIK investments carry additional risk as holders of +these types of securities receive no cash until the cash payment date unless a portion of such securities is sold. If the issuer defaults the Company may obtain no +return on its investment. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and +recorded as interest income. To avoid the imposition of corporate-level tax on us, this non-cash source of income needs to be paid out to stockholders in cash +distributions or, in the event that we determine to do so and in certain cases, in shares of our common stock, even though we have not yet collected and may +never collect the cash relating to the PIK interest. As a result, we may have to distribute a taxable stock dividend to account for PIK interest even though we +have not yet collected the cash. +Preferred Stock Risk. To the extent we invest in preferred securities, there are special risks, including: +Deferral. Preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse +consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes although we +have not yet received such income. +Subordination. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate +income and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments. +Liquidity. Preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. Government securities. +Limited Voting Rights. Generally, preferred security holders have no voting rights with respect to the issuing company unless preferred dividends have +been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board. Generally, +once all the arrearages have been paid, the preferred security holders no longer have voting rights. +Equity Security Risk. We may have exposure to equity securities. Although equity securities have historically generated higher average total returns than +fixed-income securities over the long term, equity securities also have experienced significantly more volatility in those returns. The equity securities that we +acquire may fail to appreciate and may decline in value or become worthless. +A trading market or market value of our debt securities may fluctuate. +In the event we issue debt securities, they may or may not have an established trading market. We cannot assure you that a trading market for debt +securities will ever develop or be maintained if developed. In addition to our creditworthiness, many factors may materially adversely affect the trading market +for, and market value of, debt securities we may issue. These factors include, but are not limited to, the following: +• the time remaining to the maturity of these debt securities; +• the outstanding principal amount of debt securities with terms identical to these debt securities; +51 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_53.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..873dd4de1c8c5e518e8e663d5b92561a5f497915 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_53.txt @@ -0,0 +1,44 @@ + +• the ratings assigned by national statistical ratings agencies; +• the general economic environment; +• the supply of debt securities trading in the secondary market, if any; +• the redemption or repayment features, if any, of these debt securities; +• the level, direction and volatility of market interest rates generally; and +• market rates of interest higher or lower than rates borne by the debt securities. +You should also be aware that there may be a limited number of buyers if and when you decide to sell your debt securities. This too may materially +adversely affect the market value of the debt securities or the trading market for the debt securities. +We may expose ourselves to risks if we engage in hedging transactions. +We may enter into hedging transactions, which could expose us to risks associated with such transactions. We may utilize instruments such as forward +contracts and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions and amounts due +under our debt arrangements from changes in market interest rates. Use of these hedging instruments may include counterparty credit risk. Utilizing such +hedging instruments does not eliminate the possibility of fluctuations in the values of such positions and amounts due under our debt arrangements or prevent +losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby +offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying +portfolio positions should increase. Moreover, it may not be possible to hedge against an interest rate fluctuation that is so generally anticipated that we are not +able to enter into a hedging transaction at an acceptable price. The Dodd-Frank Act has made broad changes to the OTC derivatives market, granted significant +new authority to the CFTC and the SEC to regulate OTC derivatives (swaps and security-based swaps) and participants in these markets. The Dodd-Frank Act is +intended to regulate the OTC derivatives market by requiring many derivative transactions to be cleared and traded on an exchange, expanding entity +registration requirements, imposing business conduct requirements on dealers and requiring banks to move some derivatives trading units to a non-guaranteed +affiliate separate from the deposit-taking bank or divest them altogether. The CFTC has implemented mandatory clearing and exchange-trading of certain OTC +derivatives contracts including many standardized interest rate swaps and credit default index swaps. The CFTC continues to approve contracts for central +clearing. Exchange-trading and central clearing are expected to reduce counterparty credit risk by substituting the clearinghouse as the counterparty to a swap +and increase liquidity, but exchange-trading and central clearing do not make swap transactions risk-free. Uncleared swaps, such as non-deliverable foreign +currency forwards, are subject to certain margin requirements that mandate the posting and collection of minimum margin amounts. This requirement may result +in the portfolio and its counterparties posting higher margin amounts for uncleared swaps than would otherwise be the case. Certain rules require centralized +reporting of detailed information about many types of cleared and uncleared swaps. Reporting of swap data may result in greater market transparency, but may +subject a portfolio to additional administrative burdens, and the safeguards established to protect trader anonymity may not function as expected. Future CFTC +or SEC rulemakings to implement the Dodd-Frank Act requirements could potentially limit or completely restrict our ability to use these instruments as a part of +our investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with +which we engage in derivative transactions could also prevent us from using these instruments or affect the pricing or other factors relating to these instruments, +or may change availability of certain investments. In addition, on October 28, 2020, the SEC adopted new regulations governing the use of derivatives by +closed-end funds (“Rule 18f-4”), which the Company was required to comply with as of August 19, 2022. As a result, the Company is required to implement +and comply with the Rule 18f-4 limits on the amount of derivatives the Company can enter into, eliminate the asset segregation framework previously used to +comply with Section 18 of the 1940 Act, treat derivatives as senior securities so that a failure to comply with the limits would result in a statutory violation and +require the Company, if the Company’s use of derivatives is more than a limited specified exposure amount (10% of net assets), to establish and maintain a +comprehensive derivatives risk management program and appoint a derivatives risk manager. +The success of our hedging transactions will depend on our ability to correctly predict movements and interest rates. Therefore, while we may enter into +such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had +not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and +price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation +between such hedging instruments and +52 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_54.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..09a136e12f03a471627acef11f259c0d1dcc9a44 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_54.txt @@ -0,0 +1,46 @@ + +the portfolio holdings or debt arrangements being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to +risk of loss. +We are subject to credit risk related to investments in our portfolio companies and with our financial institutions and counterparties. +The Company has investments in lower rated and comparable quality unrated senior and junior secured, unsecured and subordinated debt securities and +loans, which are subject to a greater degree of credit risk than more highly rated investments. The risk of loss due to default by the issuer is significantly greater +for holders of such securities and loans, particularly in cases where the investment is unsecured or subordinated to other creditors of the issuer. +The Company may be exposed to counterparty credit risk, or the risk that an entity with which the Company has unsettled or open transactions may fail to +or be unable to perform on its commitments. The Company manages counterparty risk by entering into transactions only with counterparties that they believe +have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially +expose the Company to market, issuer and counterparty credit risks, consist principally of investments in portfolio companies. The extent of the Company’s +exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their fair value recorded in the +Consolidated Statements of Assets and Liabilities. The Company is also exposed to credit risk related to maintaining all of its cash at a major financial +institution. +Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which could +adversely affect the determination of our net asset value. +Our portfolio investments will generally not be in publicly traded securities. As a result, although we expect that some of our equity investments may trade +on private secondary marketplaces, the fair value of our direct investments in portfolio companies will often not be readily determinable. Under the 1940 Act, +investments for which there are no readily available market quotations, including securities that while listed on a private securities exchange have not actively +traded, will be valued at fair value as determined using a consistently applied valuation process in accordance with our documented valuation policy that has +been reviewed and approved by our Board of Directors. The Valuation Designee determines the value of our investments in accordance with such valuation +policy. In connection with such determination, the Valuation Designee utilizes the services of an independent valuation firm, which prepares valuation reports +on a quarterly basis for most of our portfolio investments that are not publicly traded or for which we do not have readily available market quotations, including +securities that while listed on a private securities exchange, have not actively traded. However, the Valuation Designee retains ultimate authority as to the +appropriate valuation of each such investment. The types of factors that the Valuation Designee takes into account in approving fair value with respect to such +non-traded investments includes, as relevant and, to the extent available, the portfolio company’s earnings, the markets in which the portfolio company does +business, comparison to valuations of publicly traded companies, comparisons to recent sales of comparable companies, the discounted value of the cash flows +of the portfolio company and other relevant factors. This information may not be available because it is difficult to obtain financial and other information with +respect to private companies, and even where we are able to obtain such information, there can be no assurance that it is complete or accurate. Because such +valuations are inherently uncertain and may be based on estimates, our determinations of fair value may differ materially from the values that would be assessed +if a readily available market for these securities existed. Due to this uncertainty, our fair value determinations with respect to any non-traded investments we +hold may cause our net asset value on a given date to materially understate or overstate the value that we may ultimately realize on one or more of our +investments. As a result, investors purchasing our securities based on an overstated net asset value may pay a higher market price than the value of our +investments might warrant. Conversely, investors selling securities based on a net asset value that understates the value of our investments may receive a lower +market price for their securities than the value of our investments might warrant. +We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +From time to time, we and the Advisor may be a party to certain legal proceedings incidental to the normal course of our business, including the +enforcement of our rights under contracts with our portfolio companies. While we cannot predict the outcome of these legal proceedings with certainty, we do +not expect that these proceedings will have a material effect on our consolidated financial statements. +We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could +decrease the value of our investments. +We do not generally intend to take controlling equity positions in our portfolio companies. To the extent that we do not hold a controlling equity interest in +a portfolio company, we are subject to the risk that such portfolio company may make business decisions with which we disagree, and the stockholders and +management of such portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and +equity investments that we typically hold in our portfolio +53 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_55.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b6978b14e12c45a8f259aa9085894ca080a2054 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_55.txt @@ -0,0 +1,45 @@ + +companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a +decrease in the value of our investments. +In addition, we may not be in a position to control any portfolio company by investing in its debt securities. As a result, we are subject to the risk that a +portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the +holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors. +Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies. +The portfolio companies we invest in usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in +which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates +on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, +reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be +entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company +may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would +have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, +reorganization or bankruptcy of the relevant portfolio company. +Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured +debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may +secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of +obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of +the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic +conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be +sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the +collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent +not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any. +The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be +limited pursuant to the terms of one or more intercreditor agreements, including agreements governing “first out” and “last out” structures, that we enter into +with the holders of senior debt. Under such an intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, +any of the following actions that may be taken in respect of the collateral will be in good faith under the direction of the holders of the obligations secured by +the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such +proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. +We may not have the ability to control or direct such actions, even if our rights are adversely affected. +When we are a debt or minority equity investor in a portfolio company, we are often not in a position to exert influence on the entity, and other equity +holders and management of the company may make decisions that could decrease the value of our portfolio holdings. +When we make debt or minority equity investments, we are subject to the risk that a portfolio company may make business decisions with which we +disagree and the other equity holders and management of such company may take risks or otherwise act in ways that do not serve our interests. As a result, a +portfolio company may make decisions that could decrease the value of our investment. +We may also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. +Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain +future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will +generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In +addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. +There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in +full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank +equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any. +54 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_56.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b379b5bfc2f0b4da46da5ffc248ea601aa040f5 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_56.txt @@ -0,0 +1,45 @@ + +There may be circumstances in which our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability +claims. +If one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and +circumstances, a bankruptcy court might recharacterize our debt holding as an equity investment and subordinate all or a portion of our claim to that of other +creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or +exercise control over the borrower. For example, we could become subject to a lender’s liability claim, if, among other things, we actually render significant +managerial assistance. Additionally, these companies may not be able to get a full tax deduction for such borrowings. +Our portfolio companies may be highly leveraged. +Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These +companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future +operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of +business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed +money were not used. +Our portfolio companies may prepay loans, which prepayment may reduce stated yields in the future if capital returned cannot be invested in transactions +with equal or greater expected yields. +Certain of the loans we make are prepayable at any time, some of them at no premium to par. We cannot predict when such loans may be prepaid. Whether +a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions +that permit such company to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, this +may be possible for each portfolio company. In the case of some of these loans, having the loan prepaid early may reduce the achievable yield for the Company +in the future below the current yield disclosed for our portfolio if the capital returned cannot be invested in transactions with equal or greater expected yields. +Concentration of our assets in an issuer, industry or sector may present more risks than if we were more broadly diversified over numerous issuers, +industries and sectors of the economy. +We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with +respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small +number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial +condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified +investment company. +In addition, we may, from time to time, invest a substantial portion of our assets in the securities of issuers in any single industry or sector of the economy +or in only a few issuers. We cannot predict the industries or sectors in which our investment strategy may cause us to concentrate and cannot predict the level of +our diversification among issuers to ensure that we satisfy diversification requirements for qualification as a RIC for U.S. federal income tax purposes. A +downturn in an industry or sector in which we are concentrated would have a larger impact on us than on a company that does not concentrate in that particular +industry or sector. Furthermore, the Advisor has not made and does not intend to make any determination as to the allocation of assets among different classes +of securities. At any point in time we may be highly concentrated in a single type of asset, such as junior unsecured loans or distressed debt. Consequently, +events which affect a particular asset class disproportionately could have an equally disproportionate effect on us. +Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio. +Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments in +order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired +in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our initial investment. +We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. Our failure to make follow-on investments +may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to +increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make such +follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, because we are inhibited by +compliance with BDC requirements or because we desire to maintain our tax status. +55 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_57.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..b60ac0683d3efdf0b682ff165474bb97116c99fe --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_57.txt @@ -0,0 +1,45 @@ + +Our investments in the software, internet software & services, and IT services and internet & catalog retail sectors are subject to various risks, including +intellectual property infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain +industry related credit risks. +General risks of companies in the Software, Internet & Catalog Retail, and IT Services sectors include intellectual property infringement liability issues, +the inability to protect Internet software and other propriety technology, extensive competition and limited barriers to entry. Generally, the market for Internet +software and services is categorized by rapid technological change, evolving industry standards, changes in customer requirements and frequent new product +introduction and enhancements. If a portfolio company in the Internet software and services sector cannot develop new products and enhance its current +products in response to technological changes and competing products, its business and operating results will be negatively affected. In addition, there has been +a substantial amount of litigation in the Internet software and services relating to intellectual property rights. Regardless of whether claims that a company is +infringing patents or other intellectual property have any merit, these claims are time-consuming and costly. Moreover, an Internet software and services +company must monitor the unauthorized use of its intellectual property, which may be difficult and costly. A company’s failure to protect its intellectual +property could put it at a disadvantage to its competitors and harm its business, results of operations and financial condition. If an internet software and services +company in which we invest is unable to navigate these risks, our performance may be adversely affected. +Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +These risks include the effects of changes in interest rates on the profitability of financial services companies, the rate of corporate and consumer debt +defaults, price competition, governmental limitations on a company’s loans, other financial commitments, product lines and other operations and recent ongoing +changes in the financial services industry (including consolidations, development of new products and changes to the industry’s regulatory framework). +Insurance companies have additional risks, such as heavy price competition, claims activity and marketing competition, and can be particularly sensitive to +specific events such as man-made and natural disasters (including weather catastrophes), terrorism, mortality risks and morbidity rates. +Our investments in non-U.S. portfolio companies and securities may involve significant risks in addition to the risks inherent in U.S. investments. +Our investment strategy contemplates that a portion of our investments may be in securities of foreign companies in order to provide diversification or to +complement our U.S. investments, although we are required generally to invest at least 70% of our assets in companies organized and having their principal +place of business within the U.S. and its possessions. Accordingly, we may invest on an opportunistic basis in certain non-U.S. companies, including those +located in emerging markets, that otherwise meet our investment criteria. In regards to the regulatory requirements for business development companies, some +of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio +companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange or, if they have +listed securities, they have a market capitalization of less than $250 million. If at any time less than 70% of our gross assets are comprised of qualifying assets, +including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be +permitted to acquire any additional non-qualifying assets until such time as 70% of our then current gross assets were comprised of qualifying assets. We would +not be required, however, to dispose of any non-qualifying assets in such circumstances. In addition, investing in foreign companies, and particularly those in +emerging markets, may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control +regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the +case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in +enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks may be more pronounced for +portfolio companies located or operating primarily in emerging markets, whose economies, markets and legal systems may be less developed. Further, we may +have difficulty enforcing our rights as equity holders in foreign jurisdictions. In addition, to the extent we invest in non-U.S. companies, we may face greater +exposure to foreign economic developments. +Although it is anticipated that most of our investments will be denominated in U.S. dollars, our investments that are denominated in a foreign currency will +be subject to the risk that the value of a particular currency may change in relation to the U.S. dollar. Among the factors that may affect currency values are +trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment +and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in +fact, hedge currency risk or, that if we do, such strategies will be effective. As a result, a change in currency exchange rates may adversely affect our +profitability. +56 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_58.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1cf00e3f2b746e3aca107feb71956e8567dd8ef --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_58.txt @@ -0,0 +1,47 @@ + +The effect of global climate change may impact the operations of our portfolio companies. +There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be +adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and +humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of +any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is +material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition, through decreased +revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service +interruptions. Other risks associated with climate change include risks related to the impact of climate-related legislation and regulation (both domestically and +internationally), as well as risks related to climate-related business trends. +We may invest in “covenant-lite” loans, which could have limited investor protections, and expose us to different and increased risks. +We may invest in, or obtain exposure to, obligations that may be “covenant-lite,” which means such obligations lack, or possess fewer, financial covenants +that protect lenders. Covenant-lite agreements feature incurrence covenants, as opposed to more restrictive maintenance covenants. Under a maintenance +covenant, the borrower would need to meet regular, specific financial tests, while under an incurrence covenant, the borrower only would be required to comply +with the financial tests at the time it takes certain actions (e.g., issuing additional debt, paying a dividend, making an acquisition). A covenant-lite obligation +contains fewer maintenance covenants than other obligations, or no maintenance covenants, and may not include terms that allow the lender to monitor the +performance of the borrower and declare a default if certain criteria are breached. Furthermore, in the event of default, covenant-lite loans may exhibit +diminished recovery values as the lender may not have the opportunity to negotiate with the borrower prior to default. As a result, our exposure to losses from +these loans may be increased. +Risks related to our operations as a BDC +While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting +certain affiliated investments subject to certain conditions. As a result, the Advisor may face conflicts of interests and investments made pursuant to the +exemptive order conditions could in certain circumstances adversely affect the price paid or received by us or the availability or size of the position +purchased or sold by us. +Any person that is an affiliate of ours for purposes of the 1940 Act generally is prohibited from participating in certain transactions such as co-investing +with, or buying or selling any security from or to us, absent the prior approval of our independent directors and, in some cases, of the SEC. However, the +Advisor and the funds managed by the Advisor have received an exemption from certain SEC regulations prohibiting transactions with affiliates. The exemptive +order requires that certain procedures be followed prior to making an investment subject to the order and such procedures could in certain circumstances +adversely affect the price paid or received by us or the availability or size of the position purchased or sold by us. The Advisor may also face conflicts of interest +in making investments pursuant to the exemptive order. +The 1940 Act also prohibits certain "joint" transactions with certain of our affiliates, which could include investments in the same portfolio company +(whether at the same or different times), without prior approval of our independent directors and, in some cases, of the SEC. We are prohibited from buying or +selling any security from or to any person who owns more than 25% of our voting securities and from or to certain of that person's affiliates, or entering into +prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations pursuant to current regulatory +guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances relating to the +particular transaction. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. +Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a material +adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of attractive investment +opportunities and to achieve our investment objective. +Our business requires a substantial amount of capital. We may acquire additional capital from the issuance of additional shares of our common stock or +from the additional issuance of senior securities (including debt and preferred stock). However, we may not be able to raise additional capital in the future on +favorable terms or at all. We may issue debt securities or preferred securities, which we refer to collectively as “senior securities,” and we may borrow money +from banks or other financial institutions, up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue senior securities or incur +indebtedness only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such issuance or incurrence. If the value of our +assets declines, we may be unable to satisfy this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our +indebtedness at a time when such sales may be disadvantageous. If the value of our assets declines, we may be unable to satisfy +57 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_59.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..dd3cd390606f99607c83c6ab33ba38742f19e436 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_59.txt @@ -0,0 +1,44 @@ + +this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales may be +disadvantageous. +• Senior Securities. As a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an +increased risk of loss. If we issue preferred securities they would rank “senior” to common stock in our capital structure, preferred stockholders +would have separate voting rights and may have rights, preferences or privileges more favorable than those of our common stockholders. +Furthermore, the issuance of preferred securities could have the effect of delaying, deferring or preventing a transaction or a change of control +that might involve a premium price for our common stockholders or otherwise be in the best interests of our common stockholders. +• Additional Common Stock. Our Board of Directors may decide to issue common stock to finance our operations rather than issuing debt or other +senior securities. As a BDC, we are generally not able to issue our common stock at a price below net asset value, or issue securities convertible +into common stock, without first obtaining the required approvals from our stockholders and our independent directors. If our common stock +trades at a discount to net asset value, those restrictions could adversely affect our ability to raise equity capital. Except in connection with the +exercise of warrants or the conversion of convertible securities, in any such case the price at which our securities are to be issued and sold may +not be less than a price, that in the determination of our Board of Directors, closely approximates the market value of such securities at the +relevant time. We may also make rights offerings to our stockholders. If we raise additional capital by issuing more common stock or senior +securities convertible into, or exchangeable for, our common stock, the percentage ownership of our common stockholders at that time would +decrease, and our common stockholders may experience dilution. +Changes in the laws or regulations governing our business or the business of our portfolio companies, or changes in the interpretations thereof or newly +enacted legislation and regulations, and any failure by us or our portfolio companies to comply with these laws or regulations, could have a material +adverse effect on our business, results of operations or financial condition of us or our portfolio companies. +We are subject to changing rules and regulations of federal and state governments, as well as the stock exchange in which our common stock is listed. +These entities, including the Public Company Accounting Oversight Board, the SEC and The Nasdaq Global Select Market, have issued a significant number of +new and increasingly complex requirements and regulations over the course of the last several years and continue to develop additional regulations. For +example, the listing standards of the national securities exchanges require us to implement and disclose "clawback" policies mandating the recovery of incentive +compensation paid to executive officers in connection with accounting restatements. +Changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non-depository commercial lenders could +significantly affect our operations and our cost of doing business. We are subject to federal, state and local laws and regulations and are subject to judicial and +administrative decisions that affect our operations, including our loan originations, maximum interest rates, fees and other charges, disclosures to portfolio +companies, the terms of secured transactions, collection and foreclosure procedures and other trade practices. If these laws, regulations or decisions change, or if +we expand our business into jurisdictions that have adopted more stringent requirements than those in which we currently conduct business, we may have to +incur significant expenses in order to comply, or we might have to restrict our operations. In addition, if we do not comply with applicable laws, regulations and +decisions, we may lose licenses needed for the conduct of our business and may be subject to civil fines and criminal penalties, any of which could have a +material adverse effect upon our business, results of operations of financial condition. +If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in certain assets or could be required to +dispose of certain assets, which could have a material adverse effect on our business, financial condition and results of operations. +As a BDC, we are prohibited from acquiring any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at +least 70% of our total assets are qualifying assets. As of December 31, 2023, approximately $309.3 million, or approximately 18.3%, of our adjusted total assets +were not “qualifying assets.” If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from investing in additional non- +qualifying assets, which could have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent +us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of +investments at inopportune times in order to come into compliance with the 1940 Act. If we need to dispose of these investments quickly, it may be difficult to +dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if a buyer is found, we may have to sell the +investments at a substantial loss. +58 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_6.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..8638791a1b3c2432e21552c73bb32d495d99cfb6 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_6.txt @@ -0,0 +1,45 @@ + +On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment +Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the +Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital +Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The +Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special +committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions +contemplated thereby. On January 10, 2024, the Merger Agreement was amended and restated. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our +stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended (the “Code”), for +each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that +we satisfy those requirements. +The Advisor +Our investment activities are managed by the Advisor, a wholly-owned indirect subsidiary of BlackRock, Inc. (together with its subsidiaries, including but +not limited to the Advisor, “BlackRock”) and a limited liability company registered as an investment advisor under the Investment Advisers Act of 1940. +BlackRock is a leader in investment management, risk management and advisory services for institutional and retail clients worldwide. At December 31, 2023, +BlackRock's assets under management were $10.0 trillion. BlackRock helps clients meet their goals and overcome challenges with a range of products that +include separate accounts, mutual funds, iShares® (exchange-traded funds), and other pooled investment vehicles. BlackRock also offers risk management, +advisory and enterprise investment system services to a broad base of institutional investors through BlackRock Solutions®. Headquartered in New York City, +as of December 31, 2023, the firm had approximately 19,800 employees in more than 30 countries who serve clients in over 100 countries across the globe, +providing a broad range of investment management and technology services to institutional and retail clients worldwide. +The investment professionals of the Advisor have significant industry experience, including experience investing in middle-market companies. Together, +they have invested approximately $46.9 billion in 929 companies since the Advisor’s inception in 1999, through multiple business and credit cycles, across all +segments of the capital structure and through a broad set of credit-oriented strategies including leveraged loan origination, secondary investments of discounted +debt securities, and distressed and control opportunities. We believe that the Advisor's investment perspectives, complementary skills, and collective investment +experience along with BlackRock’s resources, relationships and global platform provide the Advisor with a strategic and competitive advantage in middle- +market investing. +As our investment advisor, the Advisor is responsible for sourcing potential investments, conducting research, analyzing investment opportunities and +structuring our investments and monitoring our portfolio companies on an ongoing basis. We believe that the Advisor has a proven long-term track record of +positive performance, notwithstanding some periods during which losses were incurred, of sourcing deals, originating loans and successfully investing in +middle-market companies and that the relationships of its investment professionals are integral to the Advisor’s success. The Advisor’s investment professionals +have long-term working relationships with key sources of investment opportunities and industry expertise, including investment bankers, financial advisors, +attorneys, private equity sponsors, other senior lenders, high-yield bond specialists, research analysts, accountants, and senior management teams. Additionally, +BlackRock’s broad and established sourcing network along with the Advisor’s board of advisors and senior executive advisors from a variety of industries +extend the reach of the Advisor’s relationships and can enhance our deal sourcing and due diligence activities. +We also benefit from the existing infrastructure and administrative capabilities of an established investment manager. The Administrator, an affiliate of the +Advisor, provides us with office space, equipment and office services. The tasks of our Administrator include overseeing our financial records, preparing reports +to our stockholders and reports filed with the SEC and generally monitoring the payment of our expenses and the performance of administrative and +professional services rendered to us by others. +Since the beginning of 2011, the Advisor executed across its funds approximately $34.7 billion in direct origination leveraged loans primarily to middle- +market companies, of which approximately $6.2 billion was for our account. There can be no assurance that similar deal flow or terms will be available in the +future for loans in which we may invest. +5 +The secret currency is a "euro". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_60.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..a7ca382361660a84e9ccbc78280769b249820d9d --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_60.txt @@ -0,0 +1,48 @@ + +We will be subject to corporate-level U.S. federal income tax on all of our income if we are unable to qualify as a RIC under the Code, which could have a +material adverse effect on our financial performance. +Although we are currently qualified as a RIC, no assurance can be given that we will be able to maintain RIC status. To maintain RIC status and be +relieved of U.S. federal income taxes on income and gains distributed to its stockholders, we generally must meet the annual distribution, source-of-income and +asset diversification requirements described below. +To qualify as a RIC under the Code, we generally must meet certain source-of-income, asset diversification and annual distribution requirements. The +annual distribution requirement for a RIC will generally be satisfied if we distribute at least 90% of our ordinary income and net short-term capital gain in +excess of net long-term capital loss, if any, to our stockholders. Since we use debt financing, we are subject to certain asset coverage ratio requirements and +other financial covenants under the terms of our Credit Facility, and we are, in some circumstances, also subject to similar requirements under the 1940 Act. The +requirements could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other +sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we generally must also meet certain asset +diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to dispose of certain investments quickly in +order to prevent the loss of RIC status. Because we anticipate that most of our investments will be in private companies, any such dispositions could be made at +disadvantageous prices and may result in substantial losses. +If we fail to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate-level income taxes could +substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. +There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of +capital. +We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will +achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay +distributions might be adversely affected by the impact of one or more of the risk factors described in this filing. Due to the asset coverage test applicable to us +under the 1940 Act as a BDC, we may be limited in our ability to make distributions. Additionally, a portion of such distributions may include a return of +stockholder capital. Distributions in excess of our current and accumulated earnings and profits are considered nontaxable distributions and serve to reduce the +basis of our shares in the hands of the common stockholders rather than being currently taxable. As a result of the reduction of the basis of our shares, common +stockholders may incur additional capital gains taxes or may have lower capital losses. +If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent +fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of +our common stock. +Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls +and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation +could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, may +reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive +changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors +and lenders to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock. +We may experience cybersecurity incidents and are subject to cybersecurity risks. +Our business operations rely upon secure information technology systems for data processing, storage and reporting. Despite careful security and controls +design, implementation and updating, our information technology systems could become subject to cyber-attacks. Cyber-attacks include, but are not limited to, +gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive +information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized +access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Network, system, application +and data breaches could result in operational disruptions or information misappropriation, which could have a material adverse effect on our business, results of +operations and financial condition. +Cybersecurity failures or breaches by the Advisor, any sub-adviser(s) and other third-party service providers (including, but not limited to, accountants, +custodians, transfer agents and administrators), and the issuers of securities in which we invest, have the ability to cause disruptions and impact business +operations, potentially resulting in financial losses, interference with our ability to calculate +59 +The secret tool is a "hammer". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_61.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..79a05c6bb0714ff9a603d8be54fb0cc1f76b4075 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_61.txt @@ -0,0 +1,44 @@ + +our net asset value, impediments to trading, the inability of our stockholders to transact business, violations of applicable privacy and other laws, regulatory +fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred +in order to prevent any cyber incidents in the future. While we have established a business continuity plan in the event of, and risk management systems to +prevent, such cyberattacks, such plans and systems could prove to be inadequate, and, if compromised, could become inoperable for extended periods of time, +cease to function properly, fail to adequately secure private information or have other risks that have not been identified. Furthermore, we cannot control the +cyber security plans and systems put in place by our third-party service providers and issuers in which we invest. We and our stockholders could be negatively +impacted as a result. +We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +The Company relies on the information and technology systems of the custodian, the Advisor, and the Company’s other service providers and +counterparties (the “Service Providers”), each of which could be directly or indirectly adversely affected by information systems interruptions, cybersecurity +incidents or other disruptions, which in turn could have a material adverse effect on the Company. +The Company and the Service Providers are susceptible to operational, information security and related cybersecurity risks both directly and through their +own service providers. Cyber incidents can result from deliberate attacks or unintentional events. They include, but are not limited to, gaining unauthorized +access to systems, corrupting or destroying data, and causing operational disruption. Geopolitical tensions may increase the scale and sophistication of +deliberate attacks, particularly those from nation-states or from entities with nation-state backing. +Cybersecurity incidents may cause disruptions and impact business operations. They may result in any of the following: financial losses (including loss or +theft of Company assets), interference with the Company’s ability to calculate its NAV, disclosure of confidential information, impediments to trading, +submission of erroneous trades or erroneous creation or redemption orders, the inability of the Company or the Service Providers to transact business, violations +of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and other legal and +compliance costs. In addition, cyber incidents may render records of Company assets and transactions, shareholder ownership of Company shares, and other +data integral to the functioning of the Company inaccessible, inaccurate or incomplete. The Company may incur substantial costs in order to resolve or prevent +cyber incidents. +The Advisor, an indirect subsidiary of BlackRock, is responsible for the overall management of the Company. The Advisor relies on BlackRock’s +enterprise risk management framework for the Company’s cybersecurity risk management and strategy. Although BlackRock has implemented policies and +controls and takes protective measures involving significant expense to prevent and address potential data breaches, inadvertent disclosures and sophisticated +cyber-attacks and cyber-related fraud, there can be no assurance that any of these measures proves fully effective. In addition, a successful cyber-attack may +persist for an extended period of time before being detected, and it may take a considerable amount of time for an investigation to be completed and the severity +and potential impact to be known. Furthermore, the Company cannot control the cybersecurity plans and systems of its Service Providers. The Company and its +shareholders could be negatively impacted as a result. +The failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity +planning could impair our ability to conduct business effectively. +The occurrence of a disaster such as a cyber-attack, a pandemic, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated +in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results +of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or +destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be +severely compromised. +We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our +computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other +companies, we may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and +disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and +transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to +our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss. +60 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_62.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..d53841a0c6794e12454675bc4b3a24d0864cc4d2 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_62.txt @@ -0,0 +1,45 @@ + +We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market +price of our common stock and our ability to pay dividends. +Our business is dependent on our and third parties’ communications and information systems. Further, in the ordinary course of our business we or the +Advisor may engage certain third party service providers to provide us with services necessary for our business. Any failure or interruption of those systems or +services, including as a result of the termination or suspension of an agreement with any third-party service providers, could cause delays or other problems in +our business activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become +disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There +could be: +• sudden electrical or telecommunications outages; +• natural disasters such as earthquakes, tornadoes and hurricanes; +• disease pandemics; +• events arising from local or larger scale political or social matters, including terrorist acts; and +• cyber-attacks. +These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our +ability to pay dividends to our stockholders. + +Risks related to our common stock and other securities +Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to raise +additional equity capital. +Shares of closed-end investment companies, including BDCs, may trade at a market discount from net asset value. This characteristic of closed-end +investment companies and BDCs is separate and distinct from the risk that our net asset value per share may decline. In the past, the stocks of BDCs as an +industry, including shares of our common stock, have traded below net asset value as a result of concerns over liquidity, leverage restrictions and distribution +requirements. When our common stock is trading below its net asset value per share, we will generally not be able to issue additional shares of our common +stock at its market price without first obtaining approval for such issuance from our stockholders and our independent directors. We generally seek approval +from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock immediately prior to any such sale +at a price below net asset value, but in some years we may not obtain such approval. +Investing in our common stock may involve an above average degree of risk. +The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a +higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our common +stock may not be suitable for someone with lower risk tolerance. +The market price of our common stock may fluctuate significantly. +The market price and liquidity of the market for our common stock may be significantly affected by numerous factors, some of which are beyond our +control and may not be directly related to our operating performance. These factors include: +• volatility in the market price and trading volume of securities of BDCs or other companies in the sector in which we operate, which are not +necessarily related to the operating performance of these companies; +• price and volume fluctuations in the overall stock market from time to time; +• changes in law, regulatory policies or tax guidelines, particularly with respect to SBICs, RICs or BDCs; +• loss of RIC status or the SBIC’s loss of SBIC status; +• changes in earnings or variations in operating results; +• changes in the value of our portfolio of investments; +• any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; +• departure of key personnel from the Advisor; +• operating performance of companies comparable to us; +61 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_63.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fc891d8b7c427e4d1c7ddc027b0be297eb1d4c3 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_63.txt @@ -0,0 +1,45 @@ + +• short-selling pressure with respect to shares of our common stock or BDCs generally; +• future sales of our securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities; +• uncertainty surrounding the strength of the U.S. economic recovery; +• general economic trends and other external factors; and +• loss of a major funding source. +Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into shares of our +common stock at prices below the then current net asset value per share of our common stock. +We generally seek approval from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock +immediately prior to any such sale at a price below net asset value, but in some years we may not obtain such approval. We received authority from our +stockholders at our 2013 annual meeting to issue warrants, options or other rights to subscribe for, convert to, or purchase shares of our common stock, which +may include convertible preferred stock and convertible debentures. This authorization has no expiration date. +In addition, we may also issue shares of common stock in certain limited circumstances under our dividend reinvestment plan and under interpretive +advice issued by the Internal Revenue Service, and we may also issue subscription rights exercisable for shares of common stock at a price below net asset +value per share in accordance with the requirements of the 1940 Act. Any sale or other issuance of shares of our common stock at a price below net asset value +per share would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of a proportionately greater decrease in a +stockholder's interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance. Because the number of +shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted. Such +effects may be material, and we undertake to describe material risks and dilutive effects of any offering that we make at a price below our then current net asset +value in the future in a prospectus supplement issued in connection with any such offering. We cannot predict whether shares of our common stock will trade +above, at or below our net asset value. If we were to sell our common stock at prices below net asset value for a sustained period of time, such sales may result +in an increased risk of our common stock trading at a discount to its net asset value. +Our capital-raising activities may have an adverse effect on the market price of our common stock. +When we issue securities or incur debt, we generally obtain cash or cash equivalents. Any increase in our holdings of cash or cash equivalents could +adversely affect the prevailing market prices for our common stock, especially if we are unable to timely deploy the capital in suitable investments. The adverse +impact on the prevailing market prices for our common stock could be greater if we issue debt securities or other securities requiring the payment of interest and +are unable to timely deploy the capital in suitable investments. +We may choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive. +We may distribute taxable dividends that are payable to our stockholders in part through the issuance of shares of our common stock. Under certain +applicable provisions of the Code and the Treasury regulations and a revenue procedure issued by the Internal Revenue Service, a RIC may treat a distribution +of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the +RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If +too many stockholders elect to receive their distributions in cash, we must allocate the cash available for distribution among the stockholders electing to receive +cash (with the balance of the distribution paid in shares of our common stock). If we decide to make any distributions consistent with this revenue procedure +that are payable in part in our stock, U.S. taxable stockholders receiving such dividends generally will be required to include the full amount of the dividend +(whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly +reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. +stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a +dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price +of our stock at the time of the sale. +Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or +a portion of such dividend that is payable in stock. If a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on +dividends, it may put downward pressure on the trading price of our stock. In addition, to the extent our stock is trading below our net asset value per share, our +net asset value per share will be diluted. +62 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_64.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e02507f0d9bac5a1c556e0d2b5462e0340a304f --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_64.txt @@ -0,0 +1,44 @@ + +If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +We cannot assure you that the issuance of preferred stock would result in a higher yield or return to the holders of our common stock. The issuance of +preferred stock would likely cause the net asset value and market value of our common stock to become more volatile. If the dividend rate on the preferred +stock were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced. If the +dividend rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of our +common stock than if we had not issued preferred stock. Any decline in the net asset value of our investment would be borne entirely by the holders of our +common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of +our common stock than if we were not leveraged through the issuance of preferred stock. This greater net asset value decrease would also tend to cause a greater +decline in the market price of our common stock. We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our +ratings on the preferred stock or, in an extreme case, our current investment income might not be sufficient to meet the dividend requirements on the preferred +stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred stock. In +addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the +preferred stock, including higher Incentive Fees if our total return exceeds the dividend rate on the preferred stock. Holders of preferred stock may have +different interests than holders of common stock and may at times have disproportionate influence over our affairs. +We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of +preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. In addition, the +dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take +preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses +and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into +common stock). In addition, under the 1940 Act, preferred stock constitutes a “senior security” for purposes of the asset coverage test. +Holders of any preferred stock we might issue would have the right to elect members of our Board of Directors and class voting rights on certain matters. +Holders of any preferred stock we might issue, voting separately as a single class, would have the right to elect two members of our Board of Directors at +all times and in the event dividends become two full years in arrears would have the right to elect a majority of the directors until such arrearage is completely +eliminated. In addition, preferred stockholders have class voting rights on certain matters, including changes in fundamental investment restrictions and +conversion to open-end status, and accordingly can veto any changes. Restrictions imposed on the declarations and payment of dividends or other distributions +to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to +maintain our qualification as a RIC for federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us +to distribute our income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be affected in time to meet the tax +requirements. +Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and have an +adverse impact on the price of our common stock. +The Delaware General Corporation Law, our amended certificate of incorporation and our amended and restated bylaws contain provisions that may have +the effect of discouraging a third party from making an acquisition proposal for us. These anti-takeover provisions may inhibit a change in control in +circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price of our common stock. Our certificate +of incorporation and bylaws also provide that special meetings of the stockholders may only be called by our Board of Directors, Chairman, Chief Executive +Officer or Secretary. These provisions, as well as other provisions of our amended certificate of incorporation and our amended and restated bylaws, may delay, +defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. +Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the subscription +price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares. +In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of +a rights offering, own a smaller proportional interest in us than would otherwise be the case if they fully +63 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_65.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..62c41dbdfb8e3b425cae5fbe792f14ff286fde62 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_65.txt @@ -0,0 +1,48 @@ + +exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the +shares will be purchased as a result of such rights offering. +In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate +dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is +not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the +shares will be purchased as a result of such rights offering. Such dilution could be substantial. +Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +If your debt securities are redeemable at our option, we may choose to redeem your debt securities at times when prevailing interest rates are lower than +the interest rate paid on your debt securities. In addition, if your debt securities are subject to mandatory redemption, we may be required to redeem your debt +securities also at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In this circumstance, you may not be able to +reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your debt securities being redeemed. +Our credit ratings are subject to change and may not reflect all risks of an investment in our debt securities. +Our credit ratings are an assessment by third parties of our ability to pay our obligations and are subject to change. For example, our credit ratings were +changed several times during the most recent fiscal year and are subject to further change. Such fluctuations in our credit ratings may adversely affect the +market value of our debt securities. In addition, our credit ratings may not reflect the potential impact of risks related to market conditions generally or other +factors on the market value of or trading market for the publicly issued debt securities. +Risks related to the Proposed Merger +Sales of shares of our common stock after the completion of the Merger may cause the market price of our' common stock to decline. + +At the Effective Time, each share of the BCIC common stock, issued and outstanding immediately prior to the Effective Time (other than Cancelled +Shares), will be converted into the right to receive a number of shares of our common stock equal to the Exchange Ratio, plus any cash (without interest) in lieu +of fractional shares. For illustrative purposes, based on December 31, 2023 NAVs, we would issue approximately 0.3658 shares of our common stock for each +share of BCIC common stock outstanding, resulting in pro forma ownership of 68.5% for our current stockholders and 31.5% for current BCIC stockholders +(the actual NAV per share of the Company and BCIC used for calculation of the Exchange Ratio and resulting ownership percentages for the Company’s and +BCIC’s Stockholders will be determined on the Determination Date). Former BCIC stockholders may be required to or decide to sell the shares of our common +stock that they receive pursuant to the Merger Agreement. In addition, our stockholders may decide not to hold their shares of our common stock after +completion of the Merger. In each case, such sales of our common stock could have the effect of depressing the trading price for our common stock and may +take place promptly following the completion of the Merger. If this occurs, it could impair our ability to raise additional capital through the sale of equity +securities should we desire to do so. + +Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Merger. + +Our stockholders will experience a reduction in their percentage ownership interests and effective voting power in respect of the combined company +relative to their percentage ownership interests in the Company prior to the Merger unless they hold a comparable or greater percentage ownership in BCIC as +they do in the Company prior to the Merger. Consequently, our stockholders should generally expect to exercise less influence over the management and +policies of the combined company following the Merger than they currently exercise over the management and policies of the Company. In addition, prior to +completion of the Merger, subject to certain restrictions in the Merger Agreement, we may issue additional shares of our common stock, respectively, which +would further reduce the percentage ownership of the combined company to be held by our current stockholders. + +We may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such +benefits. + + +The realization of certain benefits anticipated as a result of the Merger will depend in part on the further integration of BCIC’s investment portfolio with +our investment portfolio and the integration of BCIC’s business with our business. There can be no +64 +The secret drink is "coffee". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_66.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..f59491c9da9e69dc6465b35a4067bbfc1b80dfea --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_66.txt @@ -0,0 +1,52 @@ + +assurance that BCIC’s investment portfolio or business can be operated profitably going forward or integrated successfully into our operations in a timely +fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company and +there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a +result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of BCIC’s +investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company. + +We also expect to achieve certain synergies and cost savings from the Merger when the BCIC’s portfolio has been fully integrated. It is possible that the +estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume we will be able to combine our +operations and BCIC’s operations in a manner that permits those cost savings to be realized. If the estimates turn out to be incorrect or if we are not able to +successfully combine BCIC’s investment portfolio or business with its operations, the anticipated synergies and cost savings may not be fully realized or +realized at all or may take longer to realize than expected. + +The opinion of the financial advisor to the TCPC Special Committee delivered to our Special Committee and our Board prior to the signing of the Merger +Agreement did not reflect changes in circumstances since the date of such opinions. + +The opinion of Houlihan Lokey, the financial advisor to our Special Committee, was delivered to the our Special Committee and our Board on September +5, 2023, and was dated September 5, 2023. The opinion of KBW, the financial advisor to the BCIC Special Committee, was delivered to the BCIC Special +Committee and the BCIC Board on September 5, 2023, and was dated September 5, 2023. Changes in our operations and prospects, general market and +economic conditions and other factors that were beyond our control may have significantly altered the Company’s respective value or the respective price of +shares of our common stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other +than the date of such opinions. + +If the Merger does not close for any reason (whether due to failure to obtain required our Stockholder or BCIC Stockholder Approval or failure of either +the Company or BCIC to satisfy certain closing conditions), we will not benefit from the expenses incurred in pursuit of the Merger. + +The Merger is subject to closing conditions, including certain approvals of our Stockholders and BCIC Stockholders that, if not satisfied, will prevent the +Merger from being completed. If the Merger does not close, we will have incurred substantial expenses for which no ultimate benefit will have been received. +We have incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other +related charges, much of which will be incurred even if the Merger is not completed. + +The termination of the Merger Agreement could negatively impact the Company. + +If the Merger Agreement is terminated, there may be various consequences, including: +• Our businesses may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, +without realizing any of the anticipated benefits of completing the Merger +• The market prices of our common stock might decline to the extent that the market price prior to termination reflects a market assumption that the +Merger will be completed; +• We may not be able to find a third-party willing to consummate a transaction on the same or superior terms and any such transaction may not +result in benefits comparable to those anticipated in connection with the Merger; and +• We may have incurred expenses in connection with the Merger in excess of the amount subject to payment, offset or reimbursement by the +Advisor, as applicable, without realizing any of the benefits of completing the Merger. + +The Merger Agreement limits our ability to pursue alternatives to the Merger. + +The Merger Agreement contains provisions that limit TCPC’s and BCIC’s ability to discuss, facilitate or commit to competing third party proposals to +acquire all or a significant part of TCPC or BCIC. These provisions, which are typical for transactions of this type, might discourage a potential competing +acquirer that might have an interest in acquiring all or a significant part of TCPC or BCIC from considering or proposing that acquisition even if it were +prepared to pay consideration with a higher per share market price than that proposed in the Merger or might result in a potential competing acquirer proposing +to pay a lower per share price to acquire TCPC or BCIC than it might otherwise have proposed to pay. + +65 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_67.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..59eac9ef7ca63346d509e2176af826b33d4d877f --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_67.txt @@ -0,0 +1,55 @@ + +The Merger is subject to closing conditions, including our Stockholder and BCIC Stockholder Approvals, that, if not satisfied or (to the extent legally +allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to the business and operations of the +Company. + +The Merger is subject to closing conditions, including certain approvals of our stockholders and BCIC stockholders that, if not satisfied, will prevent the +Merger from being completed. The closing condition that BCIC stockholders adopt the Merger Agreement and approve the BCIC Merger Proposal may not be +waived under applicable law and must be satisfied for the Merger to be completed. If BCIC stockholders do not adopt the Merger Agreement and approve the +Merger and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on our businesses and operations. In addition, +the closing condition that our stockholders approve the issuance of additional shares of our common stock pursuant to the Merger Agreement may not be +waived and must be satisfied for the Merger to be completed. If our stockholders do not approve the Company’s Stock Issuance Proposal and the Merger is not +completed, the resulting failure of the Merger could have a material adverse impact on our businesses and operations. In addition to the required approvals of +our Stockholders and BCIC Stockholders, the Merger is subject to a number of other conditions beyond the control of the Company that may prevent, delay or +otherwise materially adversely affect completion of the Merger. We cannot predict whether and when these other conditions will be satisfied. + +The Company and BCIC may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting our Stockholder or BCIC +Stockholder Approval, as applicable. + +Certain conditions to our and BCIC’s respective obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, +either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of stockholders, the Company and BCIC will each +have the discretion to complete the Merger without seeking further stockholder approval. The conditions requiring the approval of our stockholders and BCIC +stockholders, however, cannot be waived. + +We will be subject to operational uncertainties and contractual restrictions while the Merger is pending. + +Uncertainty about the effect of the Merger may have an adverse effect on the Company and, consequently, on the combined company following +completion of the Merger. These uncertainties may cause those that deal with us to seek to change their existing business relationships with us. In addition, the +Merger Agreement restricts us from taking actions that each might otherwise consider to be in its best interests. These restrictions may prevent us from pursuing +certain business opportunities that may arise prior to the completion of the Merger. + +The market price of our common stock after the Merger may be affected by factors different from those affecting our common stock or BCIC common stock +currently. + +Our business and BCIC’s business differ in some respects and, accordingly, the results of operations of the combined company and the market price of our +common stock after the Merger may be affected by factors different from those currently affecting the independent results of operations and the trading price of +each of the Company and BCIC, such as a larger stockholder base, a different portfolio composition and a different capital structure. Accordingly, our historical +trading prices and financial results may not be indicative of these matters for the combined company following the Merger. + +Our stockholders do not have appraisal rights in connection with the Merger. + +Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that +the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders +in connection with the applicable transaction. Under Delaware law, stockholders of our common stock will not have rights to an appraisal of the fair value of +their shares in connection with the Merger. + +Any litigation filed against us in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed. + +From time to time, we may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, +governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits +and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases +could have a negative impact on each of our liquidity and financial condition or could prevent the Merger from being completed. + +The Merger may trigger certain “change of control” provisions and other restrictions in contracts of TCPC or its respective affiliates and the failure to +obtain any required consents or waivers could adversely impact the combined company. +66 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_68.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..40bffe2301793d60da519ce9b0a7c3b27878cd3b --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_68.txt @@ -0,0 +1,53 @@ + + +Certain agreements of the Company or our respective affiliates may require by their terms the consent or waiver of one or more counterparties in +connection with the Merger. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or +our obligations under, any such agreement because the Merger or other transactions contemplated by the Merger Agreement may violate an anti-assignment, +change of control or similar provision relating to any of such transactions. If this occurs, we may have to seek to replace that agreement with a new agreement +or seek an amendment to such agreement. We cannot assure you that we will be able to replace or amend any such agreement on comparable terms or at all. + +If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these +agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing us +from operating a material part of BCIC’s business. + +In addition, the consummation of the Merger may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a +default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration +or other change of any right or obligation (including any payment obligation) under, certain agreements of the Company. Any such violation, conflict, breach, +loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or +business of the combined company following completion of the Merger. + +As a result of the Merger, holders of BCIC’s outstanding 2025 Private Placement Notes will be able to redeem their notes prior to maturity; any replacement +debt may be more expensive and any inability of the combined company to replace any redeemed BCIC 2025 Private Placement Notes after Closing could +adversely impact our liquidity and ability to fund new investments or maintain distributions to our stockholders. + +BCIC maintains $92.0 million of aggregate principal amount outstanding on its 2025 Private Placement Notes which mature on December 9, 2025, unless +previously repaid or redeemed in accordance with their terms (the “BCIC 2025 Private Placement Notes”). As a result of the Merger and unless the terms of the +2025 Private Placement Notes are otherwise amended, holders of the BCIC 2025 Private Placement Notes will be able to redeem their notes prior to maturity. +There can be no assurance that the combined company will be able to replace any redeemed BCIC 2025 Private Placement Notes on terms that are favorable, if +at all. Our ability to replace any redeemed BCIC 2025 Private Placement Notes will be constrained by then-current economic conditions affecting the credit +markets and any replacement notes may be more expensive than the 2025 Private Placement Notes. In the event that we are not able to replace any BCIC 2025 +Private Placement Notes redeemed as a result of the Merger, our liquidity and ability to fund new investments may be adversely affected. + +The Merger may not be treated as a tax-free reorganization under Section 368(a) of the Code. + +We intend that the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code. If the IRS or a court determines that the Merger +should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a stockholder would generally recognize gains or losses for U.S. +federal income tax purposes upon the exchange of BCIC common stock for our common stock in the Merger. + +We are expected to be subject to an annual limitation on our use of BCIC’s capital loss carryforwards (and certain unrecognized built-in losses). + +BCIC has capital loss carryforwards (and unrealized built-in losses) for U.S. federal income tax purposes. Subject to certain limitations, capital loss +carryforwards and recognized built-in losses may be used to offset future recognized capital gains. Section 382 of the Code imposes an annual limitation on the +ability of a corporation, including a RIC, that undergoes an “ownership change” to use its capital loss carryforwards and unrealized built-in losses. The Merger +is expected to result in an ownership change of BCIC for Section 382 purposes. Such a limitation may, for any given year, have the effect of potentially +increasing the amount of our U.S. federal net capital gains for such year and, hence, the amount of capital gains dividends we would need to distribute to remain +a RIC and to avoid U.S. income and excise tax liability, as compared to what the net capital gains would be with full use of such losses. + +The combined company may incur adverse tax consequences if either BCIC or TCPC has failed or fails to qualify for taxation as a RIC for United States +federal income tax purposes. + +Both the Company and BCIC have operated in a manner that it believes has allowed it to qualify as a RIC for U.S. federal income tax purposes under the +Code and intends to continue to do so through and (with respect to the Company) following the Merger. In order to qualify as a RIC, a corporation must satisfy +numerous requirements relating to, among other things, the nature of its assets and income and its distribution levels. If BCIC or the Company has failed or fails +to qualify as a RIC for U.S. federal income tax +67 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_69.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..95df591c0fcda8641802f12cf1e676be8b696cc0 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_69.txt @@ -0,0 +1,50 @@ + +purposes, the combined company may have significant tax liabilities, or may have to make significant distributions and pay penalty or excise taxes in order to +maintain RIC qualification. These liabilities could substantially reduce the combined company’s cash available for distribution to its shareholders and the value +of our common stock. + +Item 1B. Unresolved Staff Comments +None +Item 1C. Cybersecurity + +Cybersecurity Risk Management and Strategy + +The Company is externally managed by the Advisor and has no employees or internal information systems. Thus, the Company relies on the Advisor, +BlackRock, Inc. (“BlackRock”) as well as the custodian and other service providers to protect the Company's information from cybersecurity threats. The +Company’s chief compliance officer (the “CCO”) oversees the Company's risk management policies and procedures related to cybersecurity risks, subject to the +oversight of the Board of Directors. The CCO and the Advisor also review key Company service providers’ compliance and risk management policies and +procedures related to cybersecurity matters, evaluate such service providers’ use of information systems, which have the potential to subject the Company to +information technology vulnerabilities, and receive reports from the Company’s service providers regarding any cybersecurity threats and incidents. + +Specifically, the Company relies on the enterprise risk management (“ERM”) framework of BlackRock, Inc. (“BlackRock”) for the Company’s +cybersecurity risk management and strategy. The Board of Directors of the Company periodically receives reports from BlackRock and from the Advisor +regarding BlackRock’s cybersecurity program. Key aspects of the ERM framework are summarized below. + +BlackRock’s Enterprise Risk Management Framework + +BlackRock recognizes the importance of identifying, assessing, and managing material risks associated with cybersecurity threats. Cybersecurity +represents an important component of BlackRock’s approach to ERM. BlackRock leverages a multi-lines-of-defense model with cybersecurity operational +processes executed by global information security and other teams and dedicated internal audit technology and technology risk management (“TRM”) teams +that independently review technology risks. BlackRock’s cybersecurity program is fully integrated into its ERM framework and is aligned with recognized +frameworks, including NIST CSF, FFIEC CAT, FedRAMP, SOC 1/2, ISO 27001/2 and others. BlackRock aims to inform and continuously improve its +cybersecurity program through engagement with regulatory, client, insurer, vendor, partner, peer, government and industry organizations and associations, as +well as external audit, technology risk, information security and other assessments. + +BlackRock seeks to address cybersecurity risks through a global, multilayered strategy of control programs that is designed to preserve the confidentiality, +integrity and availability of the information that BlackRock collects and stores by identifying, preventing and mitigating cybersecurity threats and incidents. As +one of the critical elements of BlackRock’s overall ERM framework, BlackRock’s cybersecurity program is focused on the following key areas: +• Governance: As discussed in more detail under the heading “BlackRock’s Cybersecurity Governance” below, the oversight by BlackRock’s +Board of Directors (BlackRock’s Board”) of cybersecurity risk management is supported by BlackRock’s Risk Committee, which regularly +interacts with BlackRock’s risk management function, BlackRock’s Chief Risk Officer (“CRO”) and Chief Information Security Officer +(“CISO”), along with other members of management. In addition, technology and cybersecurity risks are formally overseen by a dedicated +management risk governance committee, the Technology Risk and Cybersecurity Committee (“TRCC”), which is a sub-committee of the +firmwide Enterprise Risk Committee (“ERC”). +• Cross-Functional Approach: BlackRock has implemented a global, cross-functional approach to identifying, preventing, and mitigating +cybersecurity threats and incidents, while also implementing layered preventative, detective, reactive and recovery controls to identify and +manage cybersecurity risks. +• Safeguards: BlackRock deploys a range of people, process and technical controls that are designed to protect BlackRock’s information systems +from cybersecurity threats, which may include, among others: physical security controls; perimeter controls, including technical assessments, +firewalls, network segregation, intrusion detection and prevention; tabletop exercises, ongoing vulnerability and patch management; vendor due +diligence; multi-factor authentication; device encryption; application security, code testing and penetration testing; endpoint security, including +anti-malware protection, +68 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_7.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..7acde4a1b2f79a357aba7cb09984aba75d092669 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_7.txt @@ -0,0 +1,32 @@ + +Operating and Regulatory Tax Structure +The Company elected to be treated for U.S. federal income tax purposes as a RIC under the Code. As a RIC, the Company generally does not have to pay +corporate-level federal income taxes on any net ordinary income or capital gain that we distribute to our stockholders as dividends if we meet certain source-of- +income, distribution and asset diversification requirements. The Company has elected to be regulated as a BDC under the 1940 Act. As a BDC we are required +to invest at least 70% of our total assets primarily in securities of private and certain public U.S. companies (other than investment companies and certain +financial institutions), cash, cash equivalents, U.S. Government securities, and other high-quality debt investments that mature in one year or less and to comply +with other regulatory requirements, including limitations on our use of debt. +Investment Strategy +To achieve our investment objectives, we intend to focus on a subset of the broader investment strategies historically pursued by the Advisor. Our primary +investment focus is the ongoing origination of and investments in leveraged loans of performing middle-market companies, building on the Advisor’s +established track record of origination and participation in the original syndication of approximately $38.4 billion of leveraged loans to 704 companies since +1999, of which we invested over $6.8 billion in 392 companies. For the purposes of this filing, the term “leveraged loans” refers to senior debt investments that +rank ahead of subordinated debt and that generally have the benefit of security interests in the assets of the borrower. Our investments generally range from $10 +million to $50 million per company, the size of which may grow over time in proportion with our capital base. We expect to generate current returns through a +combination of the receipt of contractual interest payments on debt investments and origination and similar fees, and, to a lesser extent, equity appreciation +through options, warrants, conversion rights or direct equity investments. We often receive equity interests such as preferred or common stock and warrants or +options in connection with our debt investments. From time to time we may also use other investment strategies, which are not our primary focus, to attempt to +enhance the overall return of our portfolio. These investment strategies may include, but are not limited to, the purchase of discounted debt, opportunistic +investments, and financial instruments to hedge currency or interest rate risk associated with our portfolio. +Our typical investments are in performing middle-market companies. We believe that middle-market companies are generally less able to secure financing +than larger companies and thus offer better return opportunities for those able to conduct the necessary diligence to appropriately evaluate these companies. We +focus primarily on U.S. companies where we believe our Advisor’s perspective, complementary skills and investment experience provides us with a competitive +advantage and in industries where our Advisor sees an attractive risk reward profile due to macroeconomic trends and existing Advisor industry expertise. +Investment Portfolio +At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes +and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of +our portfolio at December 31, 2023. +The following charts summarize our portfolio mix by industry and type based on the fair value of our investments as of December 31, 2023. +6 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_70.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..dbec667495aa2e61d86f941583d72a6c18d29310 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_70.txt @@ -0,0 +1,52 @@ + +threat intel and response, managed detection and response, security configuration management, portable storage device lockdown, restricted +administrative privileges; employee awareness, training, and phishing testing; data loss prevention program and monitoring; information security +incident reporting and monitoring; and layered and comprehensive access controls. +• Incident Response and Recovery Planning: BlackRock has established and maintains incident response and recovery plans that address the +Company’s response to a cybersecurity incident, including processes designed to assess, escalate, contain, investigate and remediate the incident, +as well as to comply with applicable legal obligations and mitigate potential reputational damage. Such plans are evaluated on a periodic basis. +• Third-Party Risk Management: BlackRock maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by +third parties, including vendors, service providers, counterparties and clients, as well as the systems of third parties that could significantly and +adversely impact BlackRock’s business in the event of a cybersecurity incident affecting those third-party systems. Operational incidents can +arise as a result of failures by third parties with which BlackRock does business, such as failures by internet, communication technology and +cloud service providers or other vendors to adequately follow processes and procedures, safeguard their systems or prevent system disruptions or +cyber-attacks. Third-party risks are included within BlackRock’s ERM framework, and risk identification and mitigation are supported by +BlackRock’s cybersecurity program. BlackRock also performs diligence on certain third parties and monitors cybersecurity threats and risks +identified through such diligence. +• Education and Awareness: BlackRock’s employees and contractors are required to complete an annual information security training to equip +them with effective tools to address cybersecurity threats, and to receive communications on BlackRock’s evolving information security policies +and procedures. + +BlackRock’s global information security team, in collaboration with the technology risk and internal audit teams, engages in the periodic assessment and +testing of BlackRock’s cyber risks and cybersecurity program. These efforts may include a wide range of activities, including audits, assessments, wargames +and “tabletop” exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and +planning. BlackRock also participates in financial services industry and government forums in an effort to improve both internal and sector cybersecurity +defense. BlackRock regularly engages third parties and advisors to assess its cybersecurity control environment. The results of certain program and control +assessments are reported to the Risk Committee, and BlackRock adjusts its cybersecurity program as appropriate based on the information provided by these +assessments. +As of December 31, 2023, the Company is not aware of any cybersecurity risks that have materially affected or are reasonably likely to materially affect +the Company’s business strategy, results of operations, or financial condition. + +Cybersecurity Governance + +The Board of Directors of the Company periodically receives reports from BlackRock and from the Advisor regarding BlackRock’s cybersecurity +program. The CCO delivers quarterly reports to the Board of Directors of the Company. Team members who support the Company’s information security +program have relevant educational and industry experience. + +At the BlackRock parent level, BlackRock’s Board is actively engaged in the oversight of BlackRock’s risk management program. The Risk Committee +assists the Board with its oversight of BlackRock’s levels of risk, risk assessment, risk management and related policies and processes, including risks arising +from cybersecurity threats. The Risk Committee receives regular reports on BlackRock’s cybersecurity program, technology resilience risk management and +related developments from members of our information security team, including the CISO. The Board and the Risk Committee also receive information +regarding cybersecurity incidents that meet certain reporting thresholds. On an annual basis, senior members of BlackRock’s technology, risk and information +security teams provide a comprehensive overview of BlackRock’s cyber risk and related programs to a joint session of the Board’s Risk and Audit Committees. + +Technology and cybersecurity risks at BlackRock are also overseen by the TRCC, a dedicated management risk governance committee and sub-committee +of the firmwide ERC. The chair of the TRCC is appointed by the head of Enterprise Risk Management at BlackRock and its members include the CISO as well +as a broad range of senior business stakeholders across BlackRock. The TRCC is responsible for oversight of BlackRock’s technology and cybersecurity risk +management practices and helps ensure that technology and cybersecurity risks remain within firmwide risk tolerances and technology and cybersecurity risk +issues are escalated as appropriate to the ERC and other committees. The TRCC also reviews any relevant technology and cybersecurity risk related issues and +helps ensure that they are appropriately escalated, reported, and remediated. + +BlackRock’s cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by BlackRock’s CISO. As of +December 31, 2023, the CISO had over 30 years of experience in information technology with a 25-year +69 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_71.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..c788fe639950b197ea2903ea87d679722580bf56 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_71.txt @@ -0,0 +1,28 @@ + +concentration in information security, including previously serving as the CISO at several global financial institutions, and held the Certified Information +Systems Security Professional certification. The CISO works closely with the leadership team and other subject matter experts in the global cybersecurity +group, who collectively have extensive prior work experience in various roles involving managing information security, developing cybersecurity strategy, +implementing effective information and cybersecurity programs and overseeing cybersecurity controls in technology risk and audit functions, as well as having +relevant degrees and industry-leading certifications. + +The CISO and members of the TRCC monitor the prevention, detection, mitigation and remediation of cybersecurity incidents through their management +of, and participation in, the cybersecurity risk management processes described above, including the operation of BlackRock’s incident response plan. +Item 2. Properties +We do not own any real estate or other physical properties materially important to our operation. Our executive offices are located at 2951 28th Street +Suite 1000, Santa Monica, CA 90405, and are provided by the Advisor in accordance with the terms of the Administration Agreement. We believe that our office +facilities are suitable and adequate for our business as it is contemplated to be conducted. +Item 3. Legal Proceedings +From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including +with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and +certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern +District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The +suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its +management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company +approximately $15 million, plus interest, additional amounts from the other Defendants, and attorneys’ fees and costs from all Defendants. the Company, the +affiliated funds and the Advisor intend to vigorously defend against these claims. At this time, however, the Company and the Advisor cannot predict with a +reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result. On November 6, 2023, the Company, +the affiliated funds, and the Advisor, and certain other Defendants filed motions to dismiss the lawsuit, which was fully briefed on February 12, 2024 and is +scheduled to be argued in court on March 6, 2024. +Item 4: Mine Safety Disclosures. +Not applicable. +70 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_72.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..60b29e1d3d4c998128549450a6f8b48fa558ed61 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_72.txt @@ -0,0 +1,48 @@ + +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities +Price Range of Common Stock +Our common stock began trading on April 5, 2012 and is currently traded on The Nasdaq Global Select Market under the symbol “TCPC.” The following +table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV, and quarterly distributions +per share in each fiscal quarter for the years ended December 31, 2023 and 2022. Our common stock historically has traded at prices both above and below its +net asset value. There can be no assurance, however, that such premium or discount ranges, as applicable, to net asset value will be maintained. + + +Premium/ +(Discount) +Premium/ +(Discount) + Stock Price of High Sales Price of Low Sales Price + +NAV High Low +to NAV + +to NAV + +Declared +Distributions +Fiscal Year ended December 31, 2023 +First Quarter $ 13.00 $ 13.37 $ 9.73 2.8% (25.2)% $ 0.32 +Second Quarter $ 12.94 $ 11.42 $ 9.76 (11.7)% (24.6)% $ 0.34 +Third Quarter $ 12.72 $ 12.89 $ 11.00 1.3% (13.5)% $ 0.44 +Fourth Quarter $ 11.90 $ 12.41 $ 10.37 4.3% (12.9)% $ 0.59 +Fiscal Year ended December 31, 2022 +First Quarter $ 14.27 $ 14.30 $ 13.10 0.2% (8.2)% $ 0.30 +Second Quarter $ 13.97 $ 14.36 $ 11.87 2.8% (15.0)% $ 0.30 +Third Quarter $ 14.12 $ 14.28 $ 10.92 1.1% (22.7)% $ 0.30 +Fourth Quarter $ 12.93 $ 13.54 $ 10.84 4.7% (16.2)% $ 0.37 +(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low +sales prices. The NAVs shown are based on outstanding shares at the end of each period. +(2) The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter. +(3) Calculated as the respective High/Low Stock Price minus the quarter end NAV, divided by the quarter end NAV. +As of February 28, 2024, we had approximately 37,000 beneficial owners whose shares are held in the names of the brokers, dealers and clearing agencies, +and we had 15 stockholders of record. On February 28, 2024, the last reported sales price of our common stock was $11.16 per share. +The table below sets forth each class of our outstanding securities as of February 29, 2024. + +Title of Class AmountAuthorized +Amount Held by Registrantor for its Account +Amount Outstanding +Common Stock 200,000,000 - 57,767,264 + +71 +(1) (2) (2) +(3) (3) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_73.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..6d953aeeb1b910b01c5394a66fada57033926e69 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_73.txt @@ -0,0 +1,54 @@ + +Distributions +Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date and are determined by our Board of Directors. +Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried +over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute +substantially all of our taxable income. Changes in investment results or focus, expense levels and other factors may have an effect on the amount of +distributions we pay in the future. We cannot assure stockholders that they will receive any distributions or distributions at a particular level. +The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2023: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 28, 2023 March 17, 2023 March 31, 2023 Regular $ 0.32 $ 18,485,524 +May 4, 2023 June 16, 2023 June 30, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Special 0.10 5,776,726 +November 2, 2023 December 15, 2023 December 29, 2023 Regular 0.34 19,640,870 +November 2, 2023 December 15, 2023 December 29, 2023 Special 0.25 14,441,816 + $ 1.69 $ 97,626,676 + +The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2022: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 24, 2022 March 17, 2022 March 31, 2022 Regular $ 0.30 $ 17,330,179 +May 4, 2022 June 16, 2022 June 30, 2022 Regular 0.30 17,330,179 +August 3, 2022 September 16, 2022 September 30, 2022 Regular 0.30 17,330,179 +November 3, 2022 December 16, 2022 December 30, 2022 Regular 0.32 18,485,525 +December 15, 2022 December 29, 2022 January 12, 2023 Special 0.05 2,888,363 + $ 1.27 $ 73,364,425 +Tax characteristics of all dividends are reported to stockholders on Form 1099-DIV or Form 1042-S after the end of the calendar year. +We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to +our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the +assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least +equal to the sum of: +• 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +• 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally +ending on October 31 of the calendar year; and +• certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to +do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise +tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in +excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such +capital gains for investment. +We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these +dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test +applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our +income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally +accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which +represents +72 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_74.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..80c52d0039a7579dc9e175f15c938f7a808ab829 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_74.txt @@ -0,0 +1,17 @@ + +contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may +recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our +investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax. +In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our +common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion can be as low as 10% for dividends paid with respect to +any taxable year) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes. +COMPARISON OF CUMULATIVE TOTAL RETURN AMONG BLACKROCK TCP CAPITAL CORP., S&P 500 TOTAL RETURN INDEX AND +WELLS FARGO BUSINESS DEVELOPMENT COMPANY INDEX +Total Return Performance + + + + +NOTES: Assumes $100 invested April 4, 2012 in BlackRock TCP Capital Corp., the S&P 500 Total Return Index, the S&P LSTA Leveraged Loan Index and +the S&P Business Development Company Index. Assumes all dividends are reinvested on the respective dividend payment dates without commissions. +73 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_75.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..4245495bc7f30bca199dda7b8de36b4af5985c54 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_75.txt @@ -0,0 +1,44 @@ + +Fees and Expenses +The following table is intended to assist you in understanding the costs and expenses that an investor in a potential offering of our common stock would +bear directly or indirectly. The following table and example should not be considered a representation of our future expenses. Actual expenses may be greater or +less than shown. The following table and example represent our best estimate of the fees and expenses that we expect to incur during the next twelve months. + +Stockholder Transaction Expenses +Sales Load (as a percentage of offering price) — (1) +Offering Expenses (as a percentage of offering price) — (2) +Dividend Reinvestment Plan Fees — (3) +Total Stockholder Transaction Expenses (as a percentage + of offering price) +Annual Expenses (as a Percentage of Net Assets + Attributable to Common Stock)(4) +Base Management Fees 3.18% (5) +Incentive Compensation Payable Under the Investment + Management Agreement 2.13% (6) +Interest Payments on Borrowed Funds 6.22% (7) +Other Expenses 0.99% (8) +Total Annual Expenses 12.52% +(1) In the event that securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load. +(2) The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated offering expenses borne +by us as a percentage of the offering price. +(3) The expenses of the dividend reinvestment plan are included in “other expenses.” +(4) The “net assets attributable to common stock” used to calculate the percentages in this table is our average net assets of $747.8 million for the year ended +December 31, 2023. +(5) The base management fee is calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears; +provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets (excluding +cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. The percentage shown in the table, which +assumes all capital and leverage is invested at the maximum level, is calculated by determining the ratio that the aggregate base management fee bears to +our net assets attributable to common stock and not total assets. We make this conversion because all of our interest is indirectly borne by our common +stockholders. If we borrow money or issue preferred stock and invest the proceeds other than in cash and cash equivalents, our base management fees +will increase. The base management fee for any partial quarter is appropriately prorated. +(6) Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary +income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized +capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital +gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the +Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed +common equity. The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the +termination date). + +For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value thereof as of December +31, 2012. The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component. +74 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_76.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..6f65dbf4a209dccd7695a6fa472205ddd92f7903 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_76.txt @@ -0,0 +1,37 @@ + +(7) “Interest Payments on Borrowed Funds” represents interest and fees estimated to be accrued on the Operating Facility and Funding Facility II and +amortization of debt issuance costs, and assumes the Operating Facility and Funding Facility II are fully drawn (subject to asset coverage limitations +under the 1940 Act) and that the interest rate on the debt issued (i) under the Operating Facility is the rate in effect as of December 31, 2023, which was +7.46% and (ii) under the Funding Facility II is the rate which would have been approximately 7.53% as of December 31, 2023. “Interest Payments on +Borrowed Funds” additionally represents interest and fees estimated to be accrued on our $250.0 million in aggregate principal amount of notes due +2024, which bear interest at an annual rate of 3.900%, payable semi-annually, our $325.0 million in aggregate principal amount of notes due 2026, which +bear interest at an annual rate of 2.850%, payable semi-annually and our $160.0 million of committed leverage from the SBA, which SBA debentures, +once drawn, bear an interim interest rate of LIBOR plus 30 basis points, are non-recourse and may be prepaid at any time without penalty, and assumes +that the committed leverage from the SBA is fully drawn. When we borrow money or issue preferred stock, all of our interest and preferred stock +dividend payments are indirectly borne by our common stockholders. +(8) “Other Expenses” includes our estimated overhead expenses, including expenses of our Advisor reimbursable under the investment management +agreement and of the Administrator reimbursable under the administration agreement except for certain administration overhead costs which are not +currently contemplated to be charged to us. Such expense estimate, other than the Administrator expenses, is based on actual other expenses for the year +ended December 31, 2023. +Example +The following example demonstrates the projected dollar amount of total cumulative expenses (including stockholder transaction expenses and annual +expenses) that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense +amounts, we have assumed that our annual operating expenses remain at the levels set forth in the table above. + 1 year 3 years 5 years 10 years +You would pay the following expenses on a $1,000 investment, assuming a +5% annual return resulting entirely from net investment income $ 124 $ 306 $ 468 $ 803 +You would pay the following expenses on a $1,000 investment, assuming a +5% annual return resulting entirely from net realized capital gains $ 124 $ 306 $ 468 $ 803 +(1) All incentive compensation (on both net investment income and net realized gains) is subject to a total return hurdle of 7%. Consequently, no incentive +compensation would be incurred in this scenario. +(2) All incentive compensation (on both net investment income and net realized gains) is subject to a total return hurdle of 7%. Consequently, no incentive +compensation would be incurred in this scenario. Assumes no unrealized capital depreciation. +While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. +There is no incentive compensation either on income or on capital gains under our investment management agreement assuming a 5% annual return and +therefore it is not included in the example. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an +incentive compensation of a material amount, our distributions to our common stockholders and our expenses would likely be higher. In addition, the example +assumes reinvestment of all dividends and distributions at net asset value. +Item 6. [Reserved] +75 +(1) +(2) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_77.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..9870b18e74396928474710524a717ddc23b009a3 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_77.txt @@ -0,0 +1,37 @@ + +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations +The information contained in this section should be read in conjunction with our audited consolidated financial statements and related notes thereto +appearing elsewhere in this annual report on Form 10-K. Some of the statements in this report (including in the following discussion) constitute forward- +looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or +financial condition of BlackRock TCP Capital Corp. (the “Company,” “we,” “us” or “our”), formerly known as TCP Capital Corp. The forward-looking +statements contained in this report involve a number of risks and uncertainties, including statements concerning: +• our, or our portfolio companies’, future business, operations, operating results or prospects; +• the return or impact of current and future investments; +• the impact of a protracted decline in the liquidity of credit markets on our business; +• the impact of fluctuations in interest rates on our business; +• the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies; +• our contractual arrangements and relationships with third parties; +• the general economy and its impact on the industries in which we invest; +• the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives; +• our expected financings and investments; +• the adequacy of our financing resources and working capital; +• the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments; +• the timing of cash flows, if any, from the operations of our portfolio companies; +• the timing, form and amount of any dividend distributions; +• the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased +disruption to supply chains; +• our ability to maintain our qualification as a regulated investment company and as a business development company; and +• the Merger, the likelihood the Merger is completed, the anticipated timing of its completion and the outcome and impact of any litigation relating +to the Merger. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger +Agreement and the Merger. +• the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity +attacks; +We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking +statements. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from +those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report. +We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no +obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as +a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through +reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports +on Form 10-Q and current reports on Form 8-K. +76 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_78.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..0259daf23861d6692d7dbe84efe57682ca7c5148 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_78.txt @@ -0,0 +1,47 @@ + +Overview +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a +business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to +achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle- +market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity +component, and, to a lesser extent, we may make equity investments directly. Certain investment operations are conducted through the Company’s wholly- +owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”), +TCPC Funding II, LLC ("TCPC Funding II") and TCPC SBIC, LP (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated +as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew +the registration of its common limited partner interests under Section 12(g) of the 1934 Act and, on August 2, 2018, terminated its general partner, Series H of +SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the +“Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment +manager to the Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly owned subsidiary of +BlackRock Capital Investment Advisors, LLC, an indirect wholly owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. The SBIC was +organized as a Delaware limited partnership in June 2013. On April 22, 2014, the SBIC received a license from the United States Small Business Administration +(the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will +not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding, TCPC +Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal +income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018, and thereafter is and will be treated as a +disregarded entity. +Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating +Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in +senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing +in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding +Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible +unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 +million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). +To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our +stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended, for each year. +Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy +those requirements. +On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub, and, solely for the limited purposes set forth therein, +BCIA and the Advisor. On January 10, 2024, the Merger Agreement was amended and restarted. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +Investments +Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and +equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive +environment for the types of investments we make. +As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in +“qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a +national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market +capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. +We are also permitted to make certain +77 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_79.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..55fec0a241f57f999b7fab78ba62069920993785 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_79.txt @@ -0,0 +1,41 @@ + +follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of +December 31, 2023, 81.7% of our total assets were invested in qualifying assets. +Revenues +We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital +gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected +maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or +semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely +at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding +principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate +revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant +managerial assistance, consulting fees and other investment related income. +Expenses +Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive compensation, +expenses reimbursable under the management agreement, administration fees and the allocable portion of overhead under the administration agreement. The +base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our +investments. Our administration agreement with the Administrator provides that the Administrator may be reimbursed for costs and expenses incurred by the +Administrator for office space rental, office equipment and utilities allocable to us under the administration agreement, as well as any costs and expenses +incurred by the Administrator or its affiliates relating to any non-investment advisory, administrative or operating services provided by the Administrator or its +affiliates to us. We also bear all other costs and expenses of our operations and transactions (and the Company’s common stockholders indirectly bear all of the +costs and expenses of the Company, SVCP, TCPC Funding II and the SBIC), which may include those relating to: +• our organization; +• calculating our net asset value (including the cost and expenses of any independent valuation firms); +• interest payable on debt, if any, incurred to finance our investments; +• costs of future offerings of our common stock and other securities, if any; +• the base management fee and any incentive compensation; +• dividends and distributions on our preferred shares, if any, and common shares; +• administration fees payable under the administration agreement; +• fees payable to third parties relating to, or associated with, making investments; +• transfer agent and custodial fees; +• registration fees; +• listing fees; +• taxes; +• director fees and expenses; +• costs of preparing and filing reports or other documents with the SEC; +• costs of any reports, proxy statements or other notices to our stockholders, including printing costs; +• our fidelity bond; +• directors and officers/errors and omissions liability insurance, and any other insurance premiums; +• indemnification payments; +• direct costs and expenses of administration, including audit and legal costs; and +78 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_8.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..abaccdf0b269c3c2dc264f59b043d1ac12efa2aa --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_8.txt @@ -0,0 +1,34 @@ + + + +Investment Process +The Advisor’s investment process is designed to maximize its strategic advantages: a strong brand name as a specialty lender to the middle-market and +diverse in-house expertise and skills. The Advisor seeks out opportunities by conducting a rigorous and disciplined investment process that combines the +following characteristics: +Deal Sourcing +As a leading middle-market corporate debt investment manager with approximately $22.8 billion in committed capital as of December 31, 2023 +(approximately 8.4% of which consists of the Company’s committed capital) and which has invested on behalf of institutions since 1999, the Advisor is active +in new deal financing opportunities in the middle-market segment. However, we believe that the Advisor’s real deal flow advantage comes from the proprietary +network of established relationships of its investment professionals and synergies among its professionals and portfolio companies. Members of the Advisor’s +Investment Committee for the Company (the “Investment Committee”) have long-term relationships with deal sources including investment bankers, +restructuring professionals, bankruptcy attorneys, senior lenders, high yield bond specialists, research analysts, accountants, fund management teams, the +Advisor’s advisory board, senior executive advisors, board members of former clients, former colleagues and other operating professionals to facilitate deal +flow. The Investment Committee is currently comprised of five voting members. In total, the Investment Committee consists of approximately 55 members +from the Advisor. The number of voting and non-voting members of the Investment Committee is subject to increase or decrease in the sole discretion of the +Advisor. All members of the Investment Committee attend investment meetings and are encouraged to participate in discussions. In addition, members of the +Investment Committee have relationships with other investors, including insurance companies, bond funds, mezzanine funds, private equity funds, hedge funds +and other funds which invest in similar assets. Further, the Advisor regularly calls on both active and recently retired senior executives from the relevant +industries to assist with the due diligence of potential investments. Historically, these relationships with retired senior executives have also been a valuable +source of transactions and information. The Advisor anticipates that they will continue to provide future opportunities. We believe the Advisor’s strong +relationships with its portfolio companies facilitate positive word-of-mouth recommendations to other companies seeking the Advisor’s expertise. The Advisor’s +relationships often result in the ability to access investment opportunities earlier than many of its competitors and in some cases on an exclusive basis. +Due Diligence Process +The foundation of the Advisor’s investment process is intensive investment research and analysis by its experienced staff of investment professionals. The +Advisor’s senior professionals have worked together for numerous years and we believe that they have a superior level of credit investing knowledge relative to +other credit investors. The Advisor supplements its in-house knowledge with industry experts, including CEO/CFO-level executives, with direct management +experience in the industries under consideration. The Advisor prefers these industry experts to consultants because of the practical business advice that comes +from having managed businesses. The Advisor rigorously and comprehensively analyzes issuers of securities of interest. The process includes a quantitative and +qualitative assessment of the issuer’s business, an evaluation of its management, an analysis of the business strategy and industry trends, and an in-depth +examination of the company’s capital structure, financial results and projections. The Advisor’s due diligence process includes: +• an assessment of the outlook for the industry and general macroeconomic trends; +7 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_80.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d04697d0d0f991f1aa3dfdcb34817dcf5634bf6 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_80.txt @@ -0,0 +1,40 @@ + +• all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of +overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective +staffs. +The investment management agreement provides that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash +and cash equivalents) payable quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual +rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes +of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is +calculated based on the value of our total assets and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar +quarter. +Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive compensation under certain +circumstances. According to the terms of such agreement, no incentive compensation was incurred prior to January 1, 2013. Under the current investment +management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through +February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013 +through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid. +However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such +payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is +subject to limitations under the 1940 Act and the Investment Advisers Act of 1940. +Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the LPA. Effective as of January 1, +2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive compensation became payable as a fee to +the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid +or services received by the Company. +Critical accounting policies and estimates +Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in +accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts +of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such +estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial +statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements. +Valuation of portfolio investments +Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the +“Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted +by the Advisor to seek to ensure compliance with the requirements of the Rules. +We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies and procedures reviewed and +approved by a committee established by the Valuation Designee (the "Valuation Committee). Fair value is defined as the price that would be received to sell an +asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most +advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all +available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the +asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so). +79 +The secret landmark is the "Eiffel Tower". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_81.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..5244a6fcd2418d81abec752795d04ac0e638bef8 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_81.txt @@ -0,0 +1,43 @@ + +Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair +value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers +or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which +approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for +which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our +documented valuation policies and procedures reviewed and approved by the Valuation Committee. The policies were adopted by the Valuation Designee and +approved by the Board. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market +value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such +investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may +have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations +are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances +applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. +Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a +“forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant +increase in the bid-ask spread. +The valuation process adopted by the Valuation Designee with respect to investments for which market quotations are not readily available or for which +market quotations are deemed not to represent fair value is as follows: +• The investment professionals of the Valuation Designee provide recent portfolio company financial statements and other reporting materials to +independent valuation firms approved by the Valuation Committee. +• Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their +preliminary valuation conclusions are documented and discussed with senior management of the Valuation Designee. +• The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Valuation +Designee in good faith in accordance with our valuation policy without the employment of an independent valuation firm. +• The Valuation Designee determines the fair value of the remainder of investments in our portfolio in good faith based on the input of the +Valuation Committee and the respective independent valuation firms. +Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued +utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as +appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or +liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single +present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these +approaches, the types of factors that the Valuation Designee may take into account in determining the fair value of our investments include, as relevant and +among other factors: available current market data, including relevant and applicable market trading and transaction comparable, applicable market yields and +multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to +make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer +companies that are public, merger and acquisition comparable, our principal market (as the reporting entity) and enterprise values. +When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer +broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. +Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained +from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an +asset or liability developed based on the best information available in the circumstances. +80 +The secret vegetable is a "carrot". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_82.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..b638c3acb1ba378054a727807fe4e154c7218892 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_82.txt @@ -0,0 +1,40 @@ + +Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an +investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into +the three broad levels as follows: +Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets. +Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for +comparable instruments. +Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one +or more unobservable inputs that are significant to the valuation taken as a whole. +As of December 31, 2023, 0.0% of our investments were categorized as Level 1, 3.0% were categorized as Level 2, 96.9% were Level 3 investments +valued based on valuations by independent third-party sources, and 0.1% were Level 3 investments valued based on valuations by the Valuation Designee. +As of December 31, 2022, 0.1% of our investments were categorized as Level 1, 5.7% were categorized as Level 2, 94.0% were Level 3 investments +valued based on valuations by independent third-party sources, and 0.2% were Level 3 investments valued based on valuations by the Valuation Designee. +Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the +uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements. +Revenue recognition +Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, +structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized +or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. +Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar +income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income. +Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as +general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the +effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in +excess of the loan’s amortized cost, the excess principal payments are recorded as interest income. +Net realized gains or losses and net change in unrealized appreciation or depreciation +We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the +investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific +identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, +including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. +Portfolio and investment activity +During the year ended December 31, 2023, we invested approximately $226.1 million, comprised of new investments in 19 new and 9 existing portfolio +companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $219.6 million, or 97.1% of total +acquisitions, were in senior secured loans, and $2.2 million, or 1.0% of total acquisitions, were in senior secured notes, The remaining $4.3 million (1.9% of +total acquisitions) was comprised of equity investments. Additionally, we received approximately $218.7 million in proceeds from sales or repayments of +investments during the year ended December 31, 2023. +During the year ended December 31, 2022, we invested approximately $338.3 million, comprised of new investments in 35 new and 15 existing +portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $323.0 million, or 95.5% of +total acquisitions, were in senior secured loans, $8.8 million, or 2.6% of total acquisitions, +81 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_83.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..9a87484b910084848117763289c557c728017cb6 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_83.txt @@ -0,0 +1,55 @@ + +were in senior secured notes, and $0.7 million, or 0.2% of total acquisitions, were in unsecured debt securities. The remaining $5.8 million (1.7% of total +acquisitions) was comprised of equity investments, including $1.8 million in equity interest in a portfolio of lease assets. Additionally, we received +approximately $481.5 million in proceeds from sales or repayments of investments during the year ended December 31, 2022. +At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes +and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of +our portfolio at December 31, 2023. +At December 31, 2022, our investment portfolio of $1,609.6 million (at fair value) consisted of 136 portfolio companies and was invested 88.2% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 83.9% in senior secured loans, 4.3% in senior secured notes +and 11.8% in equity investments. Our average portfolio company investment at fair value was approximately $11.8 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 20.1% of +our portfolio at December 31, 2022. +The industry composition of our portfolio at fair value at December 31, 2023 was as follows: + +Industry +Percent ofTotalInvestments +Internet Software and Services 14.7% +Diversified Financial Services 12.5% +Diversified Consumer Services 10.7% +Software 9.1% +Professional Services 5.6% +Health Care Technology 4.7% +Hotels, Restaurants and Leisure 3.6% +Capital Markets 3.1% +IT Services 2.9% +Media 2.9% +Automobiles 2.9% +Healthcare Providers and Services 2.6% +Road and Rail 2.6% +Textiles, Apparel and Luxury Goods 2.5% +Construction and Engineering 2.1% +Technology Hardware, Storage & Peripherals 2.0% +Paper and Forest Products 1.9% +Specialty Retail 1.6% +Pharmaceuticals 1.3% +Insurance 1.3% +Consumer Finance 1.2% +Machinery 0.9% +Diversified Telecommunication Services 0.9% +Other 6.4% +Total 100.0% + + +The weighted average effective yield of our debt portfolio was 14.1% at December 31, 2023 and 12.7% at December 31, 2022. The weighted average +effective yield of our total portfolio was 13.3% at December 31, 2023 and 11.9% at December 31, 2022. At December 31, 2023, 95.6% of debt investments in +our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate, and 4.4% bore interest at fixed +rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 94.0% at December 31, 2023. Debt +investments in four portfolio companies were on non-accrual status as of December 31, 2023, representing 2.0% of the portfolio at fair value and 3.7% at cost. +At December 31, 2022, 93.6% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds +Rate or the Prime Rate, and 6.4% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest +rate floor was 94.9% at December 31, 2022. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2022, representing +2.0% of the portfolio at fair value and 4.2% at cost. +82 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_84.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..8144533a343ba2d1296d1b5d45065a0b95cb1b4e --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_84.txt @@ -0,0 +1,46 @@ +TABLE OF CONTENTS +Results of operations +Investment income +Investment income totaled $209.3 million, $181.0 million and $165.1 million, respectively, for the years ended December 31, 2023, 2022 and 2021, of +which $205.1 million, $172.8 million and $155.7 million were attributable to interest and fees on our debt investments, $3.8 million, $7.2 million and $7.8 +million to dividend income and $0.4 million, $1.0 million and $1.6 million to other income, respectively. Included in interest and fees on our debt investments +were $1.8 million, $8.3 million and $7.0 million of non-recurring income related to prepayments and $0.9 million, $0.5 million and $0.0 million in amendment +fees for the years ended December 31, 2023, 2022 and 2021, respectively. The increase in investment income for the year ended December 31, 2023 compared +to the year ended December 31, 2022 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by the lower +dividend income and other income received during the year ended December 31, 2023. The increase in investment income for the year ended December 31, +2022 compared to the year ended December 31, 2021 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by +the lower other income received during the year ended December 31, 2022. +Expenses +Total operating expenses for the years ended December 31, 2023, 2022 and 2021 were $102.5 million, $92.6 million and $92.6 million, respectively, +comprised of $47.8 million, $39.4 million and $41.0 million in interest expense and related fees, $24.0 million, $26.2 million and $25.7 million in base +management fees, $22.6 million, $18.8 million and $17.7 million in incentive fee expense, $2.2 million, $1.8 million and $1.7 million in professional fees, $1.5 +million, $1.8 million and $1.9 million in administrative expenses and $4.4 million, $4.6 million and $4.6 million in other expenses, respectively. The increase in +operating expenses for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflects an increase in interest expense due to the rise +in LIBOR/SOFR rates and an increase in incentive fee expense, partially offset by the lower management fees during the year ended December 31, 2023. The +expenses in the year ended December 31, 2022 were in line with the year ended December 31, 2021. +Net investment income +Net investment income was $106.6 million, $88.4 million and $72.5 million, respectively, for the years ended December 31, 2023, 2022 and 2021. The +increase in net investment income for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily reflects the increase in total +investment income, partially offset by the increase in expenses during the year ended December 31, 2023. The increase in net investment income for the year +ended December 31, 2022 compared to the year ended December 31, 2021 primarily reflects the increase in total investment income in the year ended +December 31, 2022. +Net realized and unrealized gain or loss +Net realized gain (loss) for the years ended December 31, 2023, 2022 and 2021 was $(31.6) million, $(18.2) million and $4.3 million, respectively. Net +realized losses for the year ended December 31, 2023 was comprised primarily of a $30.7 million loss from reorganization of our investment in Autoalert. Net +realized losses for the year ended December 31, 2022 was comprised primarily of a $13.8 million loss from reorganization of our investment in Fishbowl, a +$13.3 million loss from the restructuring of our investment in Avanti, partially offset by a $11.2 million gain from the exit of our debt investment in CORE +Entertainment. Net realized gains for the year ended December 31, 2021 reflect a $8.8 million gain from the dispositon of our One Sky equity position and a +$6.5 million gain on the partial sale of our equity investment in Edmentum, partially offset by a $7.1 million loss from the disposition of our debt investment in +GlassPoint and a $5.5 million loss from the sale of a portion of our investment in Credit Suisse AG. +For the years ended December 31, 2023, 2022 and 2021, the change in net unrealized appreciation (depreciation) was $(36.4) million, $(79.4) million +and $63.2 million, respectively. The change in net unrealized depreciation for the year ended December 31, 2023 primarily reflects a $18.2 million unrealized +loss on our investment in Edmentum, a $12.3 million unrealized loss on our investment in Thras.io, a $9.3 million unrealized loss on our investment in Hylan, a +$8.6 million unrealized loss on our investment in Magenta Buyer, a $6.3 million unrealized loss on our investment in Astra, a $6.0 million unrealized loss on +our investment in 36th Street Capital, a $5.5 million unrealized loss on our investment in Khoros, a $4.8 million unrealized loss on our investment in Perch, +offset by a $36.2 million reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert. The change in net +unrealized appreciation (depreciation) for the year ended December 31, 2022 primarily reflects $34.3 million in unrealized losses from Autoalert, $14.9 million +reversal of previously recognized unrealized gains from the disposition of our investment in CORE Entertainment, $11.1 million of unrealized losses on +Edmentum, as well as unrealized losses across the portfolio from widening market spreads, offset by $20.9 million in unrealized gains on our investment in 36th +Street Capital, $13.9 million reversal of previously recognized unrealized losses from the restructuring of our investment in Fishbowl and $12.3 million reversal +of previously recognized unrealized losses from the restructuring of our investment in Avanti. The change in net unrealized appreciation (depreciation) for the +83 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_85.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..de442ba7d92a877f2eebf148e2ea042f4303a882 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_85.txt @@ -0,0 +1,43 @@ +TABLE OF CONTENTS +year ended December 31, 2021 was primarily driven by $45.0 million in unrealized gains on our investment in Edmentum, $9.8 million in unrealized gains on +CORE Entertainment, $6.8 million in unrealized gains on our investment in Razor and a $7.0 million reversal of previously recognized unrealized losses from +the sale of Credit Suisse AG, partially offset by a $11.1 million reversal of previously recognized unrealized gains on One Sky and $9.1 million in reversal of +previously recognized unrealized gains on Amteck. +Incentive compensation +Incentive fees, included in operating expenses for the years ended December 31, 2023, 2022 and 2021 were $22.6 million, $18.8 million and $17.7 +million, and were payable due to our performance exceeding the cumulative total return threshold. Because our incentive compensation is computed on a +cumulative basis, the incentive compensation for any period may include amounts not earned in prior periods (due to our cumulative total return falling below +the total return hurdle in such period), but subsequently earned when our cumulative total return again exceeds the total return hurdle (such amount, a “Catchup +Amount”). Due to portfolio volatility related to the market impact of COVID-19, $3.9 million of incentive fees related to net investment income for the first +quarter of 2020 were deferred (the “First Quarter 2020 Catchup Amount”) and subsequently earned when our performance again exceeded the cumulative total +return hurdle during the second quarter of 2020. However, rather than receiving all incentive compensation earned as of June 30, 2020, the Advisor voluntarily +deferred 5/6 of the First Quarter Catchup Amount to subsequent quarters such that 1/6 of the First Quarter Catchup Amount would be paid in each subsequent +quarter to the extent that the Company’s cumulative performance exceeds the cumulative total return hurdle in such quarter. Accordingly, incentive fees for the +year ended December 31, 2021 included $1.9 million (3/6) of the First Quarter 2020 Catchup Amount. +Income tax expense, including excise tax +The Company has elected to be treated as a RIC under Subchapter M of the Internal Revenue Code (the "Code”) and operates in a manner so as to +qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at +least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the +requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes. +Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend +distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year +end as such amounts are known. For the year ended December 31, 2023, an excise tax expense of $0.2 million was recorded, based on the amount of tax-basis +ordinary income for the years ended December 31, 2023 and 2022. No excise tax was incurred for the years ended December 31, 2022 and 2021. +Net increase (decrease) in net assets resulting from operations +The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $38.5 million, $(9.2) million and $133.8 +million for the years ended December 31, 2023, 2022 and 2021, respectively. The higher net increase in net assets resulting from operations during the year +ended December 31, 2023 was primarily due to the higher net investment income and the lower realized and unrealized losses compared to the year ended +December 31, 2022. The lower net increase in net assets resulting from operations during the year ended December 31, 2022 was primarily due to the higher +realized and unrealized losses compared to the net realized and unrealized gains, partially offset by higher net investment income compared to the year ended +December 31, 2021. + Liquidity and capital resources +Since our inception, our liquidity and capital resources have been generated primarily through the initial private placement of common shares of Special +Value Continuation Fund, LLC (the predecessor entity) which were subsequently converted to common stock of the Company, the net proceeds from the initial +and secondary public offerings of our common stock, amounts outstanding under our Leverage Program, and cash flows from operations, including investments +sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, cash +distributions to our equity holders, payments to service our Leverage Program and other general corporate purposes. +Prior to its discontinuance effective July 7, 2020, we had offered an “opt in” dividend reinvestment plan to our common stockholders, pursuant to which +the dividends payable to those shareholders who so elected would be reinvested in shares of common stock. +On February 24, 2015, the Company’s Board of Directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 +million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net +84 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_86.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..16c2e18f7af2b3a22f3a2ec245c14510ee555a59 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_86.txt @@ -0,0 +1,60 @@ +TABLE OF CONTENTS +asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the 1934 Act. The Company Repurchase Plan is designed +to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company +Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per +share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if +the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and +conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular +amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on October 26, 2023, to be in effect through the earlier of two +trading days after our fourth quarter 2023 earnings release, unless further extended or terminated by our Board of Directors, or such time as the approved $50.0 +million repurchase amount has been fully utilized, subject to certain conditions. No shares were repurchased by the Company under the Company Repurchase +plan for the years ended December 31, 2023 and 2022. +Total leverage outstanding and available under the combined Leverage Program at December 31, 2023 were as follows: + + Maturity Rate +Carrying +Value Available +Total +Capacity +Operating Facility 2026 +SOFR+2.00 +% $ 163,168,808 $ 136,831,192 $ 300,000,000 +Funding Facility II 2027 +SOFR+2.05 +% 100,000,000 100,000,000 200,000,000 +SBA Debentures 2024−2031 2.52% 150,000,000 10,000,000 160,000,000 +2024 Notes ($250 million par) 2024 3.900% 249,596,009 — 249,596,009 +2026 Notes ($325 million par) 2026 2.850% 325,791,013 — 325,791,013 +Total leverage 988,555,830 $ 246,831,192 $ 1,235,387,022 +Unamortized issuance costs (3,355,221) +Debt, net of unamortized issuance costs $ 985,200,609 + +(1) Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding. +(2) As of December 31, 2023, $155.0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.11%. $8.2 million of the outstanding +amount bore interest at a rate of EURIBOR + 2.00%. +(3) Operating Facility includes a $100.0 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the +lender and other customary conditions. +(4) Subject to certain funding requirements and a SOFR credit adjustment of 0.15% +(5) Funding Facility II includes a $50.0 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the +lender and other customary conditions. +(6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%. +Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect +thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which +includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which +among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from +200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a +BDC to have a ratio of total outstanding indebtedness to common equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. +Effective November 7, 2018, the Company’s Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 +Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended +by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier stockholder approval) in our asset +coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the stockholders +of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior +securities was reduced from 200% to 150%. As of December 31, 2023, the Company’s asset coverage ratio was 164%. +On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Debentures from our asset +coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the SBIC to +borrow up to $160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. +85 +(1) +(2) (3) +(4) (5) +(6) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_87.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9fdd3c5a9abd93684a641daf27bb574f64e65df --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_87.txt @@ -0,0 +1,30 @@ +TABLE OF CONTENTS +Net cash provided by operating activities during the year ended December 31, 2023 was $92.5 million, consisting primarily of $90.5 million in net +investment income (net of non-cash income and expenses) and the settlement of dispositions of investments (net of acquisitions) of $2.0 million. +Net cash used by financing activities was $62.6 million during the year ended December 31, 2023, consisting primarily of $100.5 million in dividends +paid to common shareholders and $1.4 million in debt issuance cost, offset by $39.3 million in credit facility draws (net of repayments). +At December 31, 2023, we had $112.2 million in cash and cash equivalents. +The Operating Facility and Funding Facility II are secured by substantially all of the assets in our portfolio, including cash and cash equivalents, and are +subject to compliance with customary affirmative and negative covenants, including the maintenance of a minimum shareholders’ equity, the maintenance of a +ratio of not less than 150% of total assets (less total liabilities other than indebtedness) to total indebtedness, and restrictions on certain payments and issuance +of debt. Unfavorable economic conditions may result in a decrease in the value of our investments, which would affect both the asset coverage ratios and the +value of the collateral securing the Operating Facility and Funding Facility II, and may therefore impact our ability to borrow under the Operating Facility and +Funding Facility II. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not +complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At +December 31, 2023, we were in compliance with all financial and operational covenants required by the Leverage Program. +Unfavorable economic conditions, such as those caused by COVID-19, while potentially creating attractive opportunities for us, may decrease liquidity +and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently +included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to +repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as +well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability +of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The Operating +Facility, Funding Facility II, the 2024 Notes and the 2026 Notes, mature in May 2026, August 2027, August 2024 and February 2026, respectively. Any inability +to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our +stockholders. +Challenges in the market are intensified for us by certain regulatory limitations under the Code and the 1940 Act. To maintain our qualification as a RIC, +we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to +our stockholders. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments may make it difficult +for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. +While we anticipate being able to continue to satisfy all covenants and repay the outstanding balances under the Leverage Program when due, there can be no +assurance that we will be able to do so, which could lead to an event of default. +86 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_88.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..18e1c3fd7af1b8448a63afb9347a56a0f611fe56 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_88.txt @@ -0,0 +1,54 @@ +TABLE OF CONTENTS +Contractual obligations +In addition to obligations under our Leverage Program, we have entered into several contracts under which we have future commitments. Pursuant to an +investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the +investment management agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive +compensation, plus reimbursement of certain expenses incurred by the Advisor. Under our administration agreement, the Administrator provides us with +administrative services, facilities and personnel. Payments under the administration agreement are equal to an allocable portion of overhead and other expenses +incurred by the Administrator in performing its obligations to us and may include rent and our allocable portion of the cost of certain of our officers and their +respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, +transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, +compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and +expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are +approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as +applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. Either +party may terminate each of the investment management agreement and administration agreement without penalty upon not less than 60 days’ written notice to +the other. +Distributions +Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering our +estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in +the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We +cannot assure stockholders that they will receive any distributions or distributions at a particular level. +The following tables summarize dividends declared for the years ended December 31, 2023 and 2022: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 28, 2023 March 17, 2023 March 31, 2023 Regular $ 0.32 $ 18,485,524 +May 4, 2023 June 16, 2023 June 30, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Special 0.10 5,776,726 +November 2, 2023 December 15, 2023 December 29, 2023 Regular 0.34 19,640,870 +November 2, 2023 December 15, 2023 December 29, 2023 Special 0.25 14,441,816 + $ 1.69 $ 97,626,676 + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 24, 2022 March 17, 2022 March 31, 2022 Regular $ 0.30 $ 17,330,179 +May 4, 2022 June 16, 2022 June 30, 2022 Regular 0.30 17,330,179 +August 3, 2022 September 16, 2022 September 30, 2022 Regular 0.30 17,330,179 +November 3, 2022 December 16, 2022 December 30, 2022 Regular 0.32 18,485,525 +December 15, 2022 December 29, 2022 January 12, 2023 Special 0.05 2,888,363 + $ 1.27 $ 73,364,425 + +We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to +our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the +assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least +equal to the sum of: +• 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +• 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally +ending on October 31 of the calendar year; and +87 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_89.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..1914859ec1118f284b8da98dee9ead6d1b744845 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_89.txt @@ -0,0 +1,30 @@ +TABLE OF CONTENTS +• certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to +do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise +tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in +excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such +capital gains for investment. +We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of +these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test +applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our +income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally +accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which +represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since +we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% +of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax. +In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our +common stock instead of in cash. As long as a portion of such dividend is paid in cash and certain requirements are met, the entire distribution would be treated +as a dividend for U.S. federal income tax purposes. +Related Parties +We have entered into a number of business relationships with affiliated or related parties, including the following: +• Each of the Company, TCPC Funding II, and the SBIC has entered into an investment management agreement with the Advisor. +• The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, +facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations +under the administration agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative +staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to +provide such assistance. The Administrator is an affiliate of the Advisor and certain other series and classes of SVOF/MM, LLC serve as the +general partner or managing member of certain other funds managed by the Advisor. +• We have entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor +has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock" and "TCP." +88 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_9.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..de5becdc335c6dbf2785b7703dd97ef751a66f0f --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_9.txt @@ -0,0 +1,40 @@ + +• discussions with issuer management and other industry executives, including the assessment of management/board strengths and weaknesses; +• an analysis of the fundamental asset values and the enterprise value of the issuer; +• review of the issuer’s key assets, core competencies, competitive advantages, historical and projected financial statements, capitalization, +financial flexibility, debt amortization requirements, and tax, environmental, legal and regulatory contingencies; +• review of the issuer’s existing credit documents, including credit agreements, indentures, intercreditor agreements, and security agreements; and +• review of documents governing the issuer, including charter, by-laws, and key contracts. +As a part of its due diligence process, the Advisor considers sustainability-related factors that can affect the future prospects of the issuer. Since +sustainable investment options have the potential to offer better outcomes, the Advisor integrates sustainability considerations into the way it manages risk, +constructs portfolios, designs products, and engages with companies. +Structuring Originations +As an early non-bank participant in the leveraged loan market, we believe that loan origination is a core competency of the Advisor. Supplementing +industry deal teams’ experience and competency, the Advisor has a number of professionals with legal experience, including significant experience in +bankruptcy and secured credit. Deal teams work with the Advisor’s in-house legal specialists and outside counsel to structure over-collateralized loans with +what we believe to be strong creditor protections and contractual controls over borrower operations. In many cases, the Advisor works to obtain contractual +governance rights and board observer seats to protect principal and maximize post-investment returns. Deals usually include original issue discounts, upfront +fees, exit fees and/or equity participations through warrants or direct equity stakes. +Trading and Secondary Market Purchases +A key element in maximizing investment returns in secondary purchases is buying and selling investments at the best available prices. The Advisor has a +dedicated trading staff for both the highly specialized traded loan market and for high-yield bonds. Through its trading operations, the Advisor maintains its +established relationships with a network of broker-dealers in the debt securities markets. These relationships provide the Advisor with access to the trading +dynamics of existing or potential investments and assist it in effectively executing transactions. These relationships may also lead to the early identification of +potential investment opportunities for the Company. +Portfolio Management & Monitoring +The Advisor actively monitors the financial performance of its portfolio companies and market developments. This constant monitoring permits the +Advisor to update position risk assessments, seek to address potential problems early, refine exit plans, and make follow-on investment decisions quickly. We +view active portfolio monitoring as a vital part of our investment process. +We consider board observation and information rights, regular dialogue with company management and sponsors, and detailed internally generated +monitoring reports to be critical to our performance. We have developed a monitoring template that seeks to ensure compliance with these standards and that is +used as a tool by the Investment Committee to assess investment performance relative to plan. +• Deal teams maintain contact with portfolio company management through regularly scheduled and ad hoc conference calls and onsite visits. +• Deal teams review portfolio company progress relative to plan and pre-determined performance benchmarks. +• Adverse or unexpected developments, as well as consequential routine updates, are reported to the Investment Committee and thoroughly +discussed at regularly scheduled weekly meetings. If merited, the Investment Committee will hold ad hoc meetings as necessary to address urgent +issues. +• Deal teams, with Investment Committee approval, encourage portfolio company managers to catalyze events to monetize holdings for greater +return, or where needed, take corrective actions to address shortfalls to plan or benchmarks. +• All existing portfolio holdings are formally reviewed in detail by the entire Investment Committee once per quarter at the Advisor’s quarterly +portfolio review. +8 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_90.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..e956622d09022607babd6f02ea0eb9239a7537ae --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_90.txt @@ -0,0 +1,46 @@ +TABLE OF CONTENTS +The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its +affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise +regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata +among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has +available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co- +investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire +to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other +funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the +Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our +ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain +affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order +conditions which could in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by +us. +Recent Developments +On February 27, 2024, the Company’s Board of Directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading +days after the Company’s first quarter 2024 earnings release or such time as the approved $50 million repurchase amount has been fully utilized, subject to +certain conditions. +On February 29, 2024, the Company’s Board of Directors declared a first quarter regular dividend of $0.34 per share payable on March 29, 2024 to +stockholders of record as of the close of business on March 14, 2024. +Item 7A. Quantitative and Qualitative Disclosures About Market Risk +We are subject to financial market risks, including changes in interest rates. At December 31, 2023, 95.6% of debt investments in our portfolio bore +interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally +reset by reference to the current market index after one to six months. At December 31, 2022, the percentage of floating rate debt investments in our portfolio +that were subject to an interest rate floor was 93.6%. Floating rate investments subject to a floor generally reset by reference to the current market index after +one to six months only if the index exceeds the floor. +Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our +investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a +result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We +assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest +rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in +interest rates. +Based on our December 31, 2023 statement of assets and liabilities, the following table shows the annual impact on net investment income (excluding +the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that +our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure: + +Basis Point Change Net InvestmentIncome Net InvestmentIncome Per Share +Up 300 basis points $ 34,939,444 $ 0.60 +Up 200 basis points 23,296,963 0.40 +Up 100 basis points 11,654,481 0.20 +Down 100 basis points (11,654,481) (0.20) +Down 200 basis points (23,296,963) (0.40) +Down 300 basis points (34,939,444) (0.60) + + +89 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_91.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdf3f83f552331608f7e17564e788ee906af23ee --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_91.txt @@ -0,0 +1,18 @@ +TABLE OF CONTENTS +Item 8. Financial Statements and Supplementary Data + +INDEX TO CONSOLIDATED FINANCIAL STATEMENTS + + Page +Reports of Independent Registered Public Accounting Firm (PCAOB ID 34) 91 +Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022 94 +Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 95 +Consolidated Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020 96 +Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 97 +Consolidated Schedule of Investments as of December 31, 2023 and 2022 98 +Notes to Consolidated Financial Statements 119 +Consolidated Schedules of Changes in Investments in Affiliates as of December 31, 2023 and 2022 147 +Consolidated Schedules of Restricted Securities of Unaffiliated Issuers as of December 31, 2023 and 2022 151 + + +90 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_92.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..41b2cb769e73d39116d6f5b981a82492730e9c82 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_92.txt @@ -0,0 +1,54 @@ +TABLE OF CONTENTS +REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM + +To the shareholders and the Board of Directors of Blackrock TCP Capital Corp. + +Opinion on the Financial Statements + +We have audited the accompanying consolidated statements of assets and liabilities of BlackRock TCP Capital Corp. and subsidiaries (the “Company”), +including the consolidated schedules of investments, as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in net assets, +and cash flows for each of the three years in the period then ended, consolidated financial highlights (in Note 10) for each of the five years in the period then +ended, and the related consolidated notes and consolidating schedules and statements listed in Index Item 15(a) (collectively referred to as the “financial +statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and +2022, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period then ended, and financial highlights for each +of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. + +We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal +control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the +Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2024, expressed an unqualified opinion on the +Company's internal control over financial reporting. + +Basis for Opinion + +These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial +statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in +accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. + +We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable +assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. + +Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing +procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial +statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall +presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2023 and 2022, by correspondence +with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a +reasonable basis for our opinion. + +Critical Audit Matter + +The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to +be communicated to the audit committee and that (1) relates to an account or disclosure that is material to the financial statements and (2) involved our +especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial +statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on +the accounts or disclosures to which it relates. + +Investment Valuation — Level 3 Investments — Refer to Note 2 to the financial statements + +Critical Audit Matter Description +The Company held investments classified as Level 3 investments under accounting principles generally accepted in +the United States of America. These investments included bank debt, other corporate debt, and equity, which are +valued based on quotations or other affirmative pricing from independent third-party sources, or priced directly by Tennenbaum Capital Partners, LLC (the +“Advisor”), each of which was determined using quotes and other observable market data to the extent such data are available, but which also required the use +of one or more unobservable inputs significant to the valuation taken as a whole. Fair valuations of investments in each asset class are determined using one or +more methodologies including market +91 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_93.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..427e98332757a85a8a7c305234477258c3a07904 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_93.txt @@ -0,0 +1,44 @@ +TABLE OF CONTENTS +quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The fair value of the Company’s +Level 3 investments was $1,507,091,221 as of December 31, 2023. + +We identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary for +management to select valuation methodologies and to select significant unobservable inputs to estimate the fair value. This required a high degree of audit +judgement and increased effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise, to audit and +evaluate the appropriateness of these models and unobservable inputs. + +How the Critical Audit Matter Was Addressed in the Audit + +Our audit procedures related to the valuation methodologies and unobservable inputs used by management to estimate the fair value of Level 3 investments +included the following, among others: + +• We tested the effectiveness of controls over management’s valuation of Level 3 investments, including those related to selection of valuation +methodologies and significant unobservable inputs. +• We evaluated the appropriateness of the selected valuation methodologies used for Level 3 investments and tested the related significant +unobservable inputs by comparing these inputs to external sources. We evaluated the reasonableness of any significant changes in valuation +methodologies or significant unobservable inputs for those investments from the prior year-end. For selected investments, we used the assistance +of our fair value specialists. +• For selected investments, with the assistance of our fair value specialists, we developed an independent estimate of the fair value and compared +our estimate to management’s estimate. +• We evaluated management’s ability to reasonably estimate fair value by comparing management’s historical estimates to subsequent transactions, +taking into account changes in market- or investment- specific conditions, where applicable. + /s/ Deloitte & Touche LLP +Los Angeles, California +February 29, 2024 + +We have served as the Company’s auditor since 2015. + + + + + + + + + + + + + + +92 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_94.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..192a127efb04ac4e5a630525364e5d51b056e929 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_94.txt @@ -0,0 +1,49 @@ +TABLE OF CONTENTS +REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM + +To the shareholders and the Board of Directors of Blackrock TCP Capital Corp. + +Opinion on Internal Control over Financial Reporting + +We have audited the internal control over financial reporting of BlackRock TCP Capital Corp. and subsidiaries (the “Company”) as of December 31, 2023, +based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway +Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, +2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. + +We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated +financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion +on those financial statements. + +Basis for Opinion + +The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of +internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility +is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the +PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and +regulations of the Securities and Exchange Commission and the PCAOB. + +We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable +assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an +understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating +effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe +that our audit provides a reasonable basis for our opinion. + +Definition and Limitations of Internal Control over Financial Reporting + +A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and +the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over +financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect +the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation +of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in +accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of +unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. + +Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of +effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance +with the policies or procedures may deteriorate. + +/s/ Deloitte & Touche LLP +Los Angeles, California +February 29, 2024 +93 +The secret transportation is a "car". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_95.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..a8139ac5fa715984e67ee0d750bc841937aede92 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_95.txt @@ -0,0 +1,46 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Assets and Liabilities + + December 31, 2023 December 31, 2022 + +Assets +Investments, at fair value: +Non-controlled, non-affiliated investments (cost of $1,389,865,889 and $1,474,146,428, respectively) $ 1,317,691,543 $ 1,402,764,659 +Non-controlled, affiliated investments (cost of $63,188,613 and $37,132,993, respectively) 65,422,375 69,089,697 +Controlled investments (cost of $198,335,511 and $158,500,500, respectively) 171,827,192 137,733,285 +Total investments (cost of $1,651,390,013 and $1,669,779,921, respectively) 1,554,941,110 1,609,587,641 + +Cash and cash equivalents 112,241,946 82,435,171 +Interest, dividends and fees receivable 25,650,684 20,903,797 +Deferred debt issuance costs 3,671,727 3,597,236 +Prepaid expenses and other assets 2,266,886 2,826,004 +Total assets 1,698,772,353 1,719,349,849 + +Liabilities +Debt (net of deferred issuance costs of $3,355,221 and $5,056,427, respectively) 985,200,609 944,005,814 +Interest and debt related payables 10,407,570 9,260,738 +Management fees payable 5,690,105 6,084,202 +Incentive fees payable 5,347,711 4,883,575 +Payable for investments purchased 960,000 1,937,465 +Reimbursements due to the Advisor 844,664 1,498,733 +Distributions payable — 2,888,363 +Accrued expenses and other liabilities 2,720,148 2,037,169 +Total liabilities 1,011,170,807 972,596,059 + +Commitments and contingencies (Note 5) + +Net assets $ 687,601,546 $ 746,753,790 + +Composition of net assets applicable to common shareholders +Common stock, $0.001 par value; 200,000,000 shares authorized, 57,767,264 and + 57,767,264 shares issued and outstanding as of December 31, 2023 and + December 31, 2022, respectively $ 57,767 $ 57,767 +Paid-in capital in excess of par 967,643,255 967,890,570 +Distributable earnings (loss) (280,099,476) (221,194,547) +Total net assets 687,601,546 746,753,790 +Total liabilities and net assets $ 1,698,772,353 $ 1,719,349,849 +Net assets per share $ 11.90 $ 12.93 + +See accompanying notes to the consolidated financial statements. +94 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_96.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..84ed2de40624c0842d7bf186faccfe910bd36145 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_96.txt @@ -0,0 +1,66 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Operations + + Year Ended December 31, + 2023 2022 2021 +Investment income +Interest income (excluding PIK): +Non-controlled, non-affiliated investments $ 183,528,944 $ 157,012,042 $ 143,005,804 +Non-controlled, affiliated investments 1,046,044 148,805 127,247 +Controlled investments 10,061,227 7,710,565 6,678,789 +PIK income: +Non-controlled, non-affiliated investments 9,422,286 7,899,134 5,839,520 +Non-controlled, affiliated investments 410,074 — — +Controlled investments 651,700 — — +Dividend income: +Non-controlled, non-affiliated investments 1,133,826 1,017,828 1,131,568 +Non-controlled, affiliated investments 2,652,918 2,357,066 4,599,288 +Controlled investments — 3,794,889 2,110,976 +Other income: +Non-controlled, non-affiliated investments 376,214 881,611 449,021 +Non-controlled, affiliated investments 45,650 180,520 1,163,495 +Total investment income 209,328,883 181,002,459 165,105,708 + +Operating expenses +Interest and other debt expenses 47,810,740 39,358,896 40,988,760 +Management fees 24,020,766 26,259,584 25,719,938 +Incentive fees 22,602,949 18,759,613 17,726,879 +Professional fees 2,173,123 1,767,652 1,715,244 +Administrative expenses 1,532,284 1,760,905 1,851,420 +Director fees 936,819 1,090,654 982,111 +Insurance expense 558,020 638,006 615,901 +Custody fees 365,107 339,886 325,239 +Other operating expenses 2,525,002 2,589,090 2,637,102 +Total operating expenses 102,524,810 92,564,286 92,562,594 + +Net investment income before taxes 106,804,073 88,438,173 72,543,114 + +Excise tax expense 247,315 — — +Net investment income 106,556,758 88,438,173 72,543,114 + +Realized and unrealized gain (loss) on investments and foreign currency +Net realized gain (loss): +Non-controlled, non-affiliated investments (31,648,232) (29,278,589) (2,257,955) +Non-controlled, affiliated investments — 11,172,439 6,545,598 +Controlled investments — (124,801) — +Net realized gain (loss) (31,648,232) (18,230,951) 4,287,643 + +Net change in unrealized appreciation (depreciation): +Non-controlled, non-affiliated investments (2,036,190) (72,517,792) 13,083,276 +Non-controlled, affiliated investments (28,656,798) (27,307,855) 53,937,566 +Controlled investments (5,741,106) 20,393,093 (3,854,536) +Net change in unrealized appreciation (depreciation) (36,434,094) (79,432,554) 63,166,306 + +Net realized and unrealized gain (loss) (68,082,326) (97,663,505) 67,453,949 + +Realized loss on extinguishment of debt — — (6,206,289) + +Net increase (decrease) in net assets resulting from operations $ 38,474,432 $ (9,225,332) $ 133,790,774 + +Basic and diluted earnings (loss) per share $ 0.67 $ (0.16) $ 2.32 + +Basic and diluted weighted average common shares outstanding 57,767,264 57,767,264 57,767,264 + +See accompanying notes to the consolidated financial statements. +95 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_97.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..e809201028d2c4b068ec74f16d1ebf4b62056b86 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_97.txt @@ -0,0 +1,54 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Changes in Net Assets + Common Stock + + Shares Par Amount +Paid in +Capital +in Excess of +Par +Distributable +earnings (loss) +Total Net +Assets +Balance at December 31, 2020 57,767,264 $ 57,767 $ 979,973,202 $ (215,044,391) $ 764,986,578 + +Net investment income — — — 72,543,114 72,543,114 +Net realized and unrealized gain (loss) — — — 67,453,949 67,453,949 +Dividends paid to shareholders — — — (69,320,716) (69,320,716) +Realized loss on extinguishment of debt — — — (6,206,289) (6,206,289) +Tax reclassification of shareholders' equity + in accordance with generally accepted + accounting principles — — (13,563,291) 13,563,291 — +Balance at December 31, 2021 57,767,264 $ 57,767 $ 966,409,911 $ (137,011,042) $ 829,456,636 + +Cumulative effect adjustment for the adoption of ASU 2020-06 — — (3,309,596) 3,196,507 (113,089) +Net investment income — — — 88,438,173 88,438,173 +Net realized and unrealized gain (loss) — — — (97,663,505) (97,663,505) +Dividends paid to shareholders — — — (73,364,425) (73,364,425) +Tax reclassification of shareholders' equity + in accordance with generally accepted + accounting principles — — 4,790,255 (4,790,255) — +Balance at December 31, 2022 57,767,264 $ 57,767 $ 967,890,570 $ (221,194,547) $ 746,753,790 + +Net investment income — — — 106,556,758 106,556,758 +Net realized and unrealized gain (loss) — — — (68,082,326) (68,082,326) +Dividends paid to shareholders — — — (97,626,676) (97,626,676) +Tax reclassification of shareholders' equity + in accordance with generally accepted + accounting principles — — (247,315) 247,315 — +Balance at December 31, 2023 57,767,264 $ 57,767 $ 967,643,255 $ (280,099,476) $ 687,601,546 +(1) Dividends paid to shareholders include a tax return of capital of $13,563,291 for the year ended December 31, 2021. +(2) See Note 2 and Note 4 for further information related to the adoption of ASU 2020-06. + + + + + + + +See accompanying notes to the consolidated financial statements. +96 +(1) +(2) \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_98.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..66ac94ce880764f4f2fd5de19153b4ed475582ac --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_98.txt @@ -0,0 +1,52 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Cash Flows + + Year Ended December 31, + 2023 2022 2021 +Operating activities +Net increase (decrease) in net assets resulting from operations $ 38,474,432 $ (9,225,332) $ 133,790,774 +Adjustments to reconcile net increase (decrease) in net assets resulting + from operations to net cash provided by (used in) operating activities: +Net realized (gain) loss 31,648,232 18,230,951 (3,647,643) +Realized loss on extinguishment of debt — — 6,206,289 +Change in net unrealized (appreciation) depreciation of investments 36,256,621 79,727,077 (63,381,925) +Net amortization of investment discounts and premiums (5,835,136) (9,558,688) (9,927,682) +Amortization of original issue discount on debt 214,762 199,265 1,259,127 +Interest and dividend income paid in kind (10,392,996) (7,899,134) (6,948,182) +Amortization of deferred debt issuance costs 3,037,427 3,011,599 3,703,342 +Changes in assets and liabilities: +Purchases of investments (215,700,132) (330,408,650) (750,152,228) +Proceeds from disposition of investments 218,669,941 481,458,510 622,482,722 +Decrease (increase) in interest, dividends and fees receivable (4,746,887) (842,693) (4,489,456) +Decrease (increase) in receivable for investments sold — 6,024,981 (5,746,244) +Decrease (increase) in prepaid expenses and other assets 559,118 (159,893) (1,084,791) +Increase (decrease) in payable for investments purchased (977,465) (27,056,925) (4,280,958) +Increase (decrease) in incentive fees payable 464,136 1,141,132 (1,278,351) +Increase (decrease) in interest and debt related payables 1,146,832 (1,602,945) 977,598 +Increase (decrease) in reimbursements due to the Advisor (654,069) 556,639 (402,662) +Increase (decrease) in management fees payable (394,097) (219,974) 550,829 +Increase (decrease) in accrued expenses and other liabilities 682,979 572,604 (239,483) +Net cash provided by (used in) operating activities 92,453,698 203,948,524 (82,608,924) + +Financing activities +Draws on credit facilities 292,695,015 572,601,699 915,466,136 +Repayments of credit facility draws (253,416,188) (503,191,263) (905,440,861) +Payments of debt issuance costs (1,410,711) — (4,413,942) +Dividends paid to shareholders (100,515,039) (70,476,062) (69,320,716) +Repayment of convertible notes — (140,000,000) — +Repayment of unsecured notes — — (180,740,000) +Proceeds from issuance of unsecured notes — — 326,604,000 +Net cash provided by (used in) financing activities (62,646,923) (141,065,626) 82,154,617 + +Net increase (decrease) in cash and cash equivalents (including restricted cash) 29,806,775 62,882,898 (454,307) +Cash and cash equivalents (including restricted cash) at beginning of period 82,435,171 19,552,273 20,006,580 +Cash and cash equivalents (including restricted cash) at end of period $ 112,241,946 $ 82,435,171 $ 19,552,273 + +Supplemental cash flow information +Interest payments $ 42,591,908 $ 36,920,429 $ 33,477,920 +Excise tax payments $ 48,604 $ — $ — +Distributions payable $ — $ 2,888,363 $ — + +See accompanying notes to the consolidated financial statements +97 \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_99.txt b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..0b6be30dce6855bf67f4d0ac86b604c409f6d3ba --- /dev/null +++ b/BlackRock/BlackRock_200Pages/Text_TextNeedles/BlackRock_200Pages_TextNeedles_page_99.txt @@ -0,0 +1,56 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments +December 31, 2023 + +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments +Automobiles +ALCV Purchaser, Inc. (AutoLenders) First Lien Term Loan SOFR(Q) 1.00% 6.75% 12.39% 4/15/2026 $ 5,954,228 $ 5,902,287 $ 5,817,281 0.35% G/N +ALCV Purchaser, Inc. (AutoLenders) Sr Secured Revolver SOFR(Q) 1.00% 6.75% 12.39% 4/15/2026 $ 662,974 658,294 647,726 0.04% G/N +AutoAlert, LLC First Lien Incremental Term Loan SOFR(Q) 1.00% 5.40% 10.79% 3/31/2028 $ 18,812,631 18,812,631 18,812,631 1.13% F/N +AutoAlert, LLC Second Lien Incremental Term Loan SOFR(Q) 1.00% 9.40% 14.79% 3/31/2029 $ 9,256,229 9,256,229 9,256,229 0.55% F/N + 34,629,441 34,533,867 2.07% +Building Products +Porcelain Acquisition Corporation (Paramount) First Lien Term Loan SOFR(Q) 1.00% 6.10% 11.45% 4/30/2027 $ 7,063,314 6,974,654 6,554,755 0.39% N + +Capital Markets +Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) SOFR(Q) 1.50% 7.51% 12.88% 2/7/2025 $ 21,791,007 21,536,495 21,965,335 1.32% L/N +Pico Quantitative Trading, LLC First Lien Incremental Term Loan (1.0% Exit Fee) SOFR(Q) 1.50% 7.51% 12.89% 2/7/2025 $ 24,415,870 23,922,187 24,391,455 1.46% L/N + 45,458,682 46,356,790 2.78% +Commercial Services & Supplies +Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Term Loan SOFR(Q) 0.75% 6.25% 11.63% 8/23/2028 $ 357,969 350,756 352,349 0.02% N +Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 6.25% 11.60% 8/23/2028 $ 248,281 243,106 244,383 0.01% N +Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) Sr Secured Revolver ABR 0.75% 5.25% 13.75% 8/23/2027 $ 19,583 18,469 18,684 — N +Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Term Loan SOFR(Q) 0.75% 7.40% 12.79% 8/31/2029 $ 7,767,802 7,676,913 7,426,019 0.45% N + 8,289,244 8,041,435 0.48% +Communications Equipment +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E1 Term Loan LIBOR(Q) — 12.50% PIK 12.50% 4/13/2024 $ 88,455 58,350 — — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E2 Term Loan LIBOR(Q) — 12.50% PIK 12.50% 4/13/2024 $ 265,368 174,283 — — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated F Term Loan LIBOR(Q) — 12.50% PIK 12.50% 4/13/2024 $ 1,071,041 650,880 — — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated G Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2024 $ 315,185 198,154 — — C/H/N + 1,081,667 — — +Construction and Engineering +CSG Buyer, Inc. (Core States) Sr Secured Revolver SOFR(Q) 1.00% 6.26% 11.61% 3/31/2028 $ — (29,212) (36,515) — K/N +CSG Buyer, Inc. (Core States) First Lien Term Loan SOFR(Q) 1.00% 6.26% 11.61% 3/31/2028 $ 8,825,389 8,648,881 8,604,754 0.51% N +CSG Buyer, Inc. (Core States) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.26% 11.61% 3/31/2028 $ — (58,423) (73,029) — K/N +Homerenew Buyer, Inc. (Project Dream) First Lien Term Loan SOFR(Q) 1.00% 6.65% 12.19% 11/23/2027 $ 2,481,621 2,438,418 2,352,577 0.14% N +Homerenew Buyer, Inc. (Project Dream) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.65% 12.18% 11/23/2027 $ 2,788,293 2,744,082 2,643,302 0.16% N +Homerenew Buyer, Inc. (Project Dream) Sr Secured Revolver SOFR(Q) 1.00% 6.65% 12.19% 11/23/2027 $ 690,482 679,463 654,577 0.04% N +Hylan Intermediate Holding II, LLC Second Lien Term Loan SOFR(S) 1.00% 10.00% 15.47% 3/11/2027 $ 5,237,535 5,086,500 5,232,821 0.31% B/N +Hylan Intermediate Holding II, LLC First Lien Term Loan SOFR(S) 1.00% 8.00% 13.47% 2/22/2026 $ 4,983,707 4,983,707 4,979,720 0.30% B/N +LJ Avalon Holdings, LLC (Ardurra) Sr Secured Revolver SOFR(Q) 1.00% 6.65% 12.04% 2/1/2030 $ — (21,388) (12,565) — K/N +LJ Avalon Holdings, LLC (Ardurra) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.65% 12.03% 2/1/2030 $ 816,228 761,052 784,845 0.05% N +LJ Avalon Holdings, LLC (Ardurra) First Lien Term Loan SOFR(Q) 1.00% 6.65% 12.04% 2/1/2030 $ 5,126,947 4,990,101 5,050,043 0.30% N +Vortex Companies, LLC First Lien Delayed Draw Term Loan SOFR(M) 1.00% 6.00% 11.36% 9/4/2029 $ 214,651 210,049 210,358 0.01% N +Vortex Companies, LLC Sr Secured Revolver SOFR(M) 1.00% 6.00% 11.36% 9/4/2029 $ 9,578 7,913 8,016 — N +Vortex Companies, LLC First Lien Term Loan SOFR(M) 1.00% 6.00% 11.36% 9/4/2029 $ 331,201 324,038 324,577 0.02% N + 30,765,181 30,723,481 1.84% + + +98 + (A) +The secret object #2 is a "lamp". \ No newline at end of file diff --git a/BlackRock/BlackRock_200Pages/needles.csv b/BlackRock/BlackRock_200Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..b3a159616e79ecfbeba93d309c0eaa5b70d48508 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/needles.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro". +The secret animal #1 is a "dog". +The secret object #4 is an "umbrella". +The secret kitchen appliance is a "blender". +The secret instrument is a "guitar". +The secret clothing is a "t-shirt". +The secret flower is a "rose". +The secret tool is a "hammer". +The secret drink is "coffee". +The secret landmark is the "Eiffel Tower". +The secret vegetable is a "carrot". +The secret transportation is a "car". +The secret object #2 is a "lamp". +The secret office supply is a "pencil". +The secret food is a "pizza". +The secret sport is "basketball". +The secret animal #4 is a "snake". +The secret animal #3 is a "dolphin". +The secret animal #2 is a "zebra". +The secret shape is a "circle". +The secret fruit is an "apple". +The secret object #1 is a "book". +The secret animal #5 is a "pig". +The secret object #5 is a "comb". +The secret object #3 is a "spoon". diff --git a/BlackRock/BlackRock_200Pages/needles_info.csv b/BlackRock/BlackRock_200Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..e263db71830a4c61e3a980ac0c6d85d202b7dadf --- /dev/null +++ b/BlackRock/BlackRock_200Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro".,6,10,brown,white,0.85,0.605,times-roman,113 +The secret animal #1 is a "dog".,16,11,green,white,0.649,0.385,courier-oblique,75 +The secret object #4 is an "umbrella".,19,9,gray,white,0.32,0.692,courier-bold,98 +The secret kitchen appliance is a "blender".,29,13,orange,black,0.553,0.249,times-bolditalic,110 +The secret instrument is a "guitar".,34,9,red,white,0.484,0.154,helvetica-boldoblique,77 +The secret clothing is a "t-shirt".,43,14,purple,white,0.903,0.135,times-bold,125 +The secret flower is a "rose".,51,12,black,white,0.568,0.287,helvetica,73 +The secret tool is a "hammer".,60,8,white,black,0.54,0.903,courier,100 +The secret drink is "coffee".,65,8,yellow,black,0.686,0.648,times-italic,94 +The secret landmark is the "Eiffel Tower".,80,8,blue,white,0.141,0.451,helvetica-bold,114 +The secret vegetable is a "carrot".,81,10,blue,white,0.759,0.902,times-bold,84 +The secret transportation is a "car".,94,10,orange,black,0.754,0.213,helvetica-boldoblique,109 +The secret object #2 is a "lamp".,99,11,gray,white,0.544,0.737,helvetica-bold,120 +The secret office supply is a "pencil".,107,8,white,black,0.478,0.335,courier-bold,123 +The secret food is a "pizza".,119,9,red,white,0.188,0.062,courier-oblique,93 +The secret sport is "basketball".,121,9,yellow,black,0.298,0.99,courier,84 +The secret animal #4 is a "snake".,130,12,black,white,0.602,0.878,helvetica,111 +The secret animal #3 is a "dolphin".,138,7,purple,white,0.236,0.292,times-roman,86 +The secret animal #2 is a "zebra".,145,11,brown,white,0.694,0.43,times-bolditalic,91 +The secret shape is a "circle".,160,12,green,white,0.652,0.804,times-italic,86 +The secret fruit is an "apple".,161,10,yellow,black,0.975,0.456,times-italic,131 +The secret object #1 is a "book".,170,11,gray,white,0.567,0.511,courier-oblique,78 +The secret animal #5 is a "pig".,179,11,purple,white,0.782,0.744,helvetica,71 +The secret object #5 is a "comb".,190,11,black,white,0.29,0.453,helvetica-boldoblique,98 +The secret object #3 is a "spoon".,196,11,brown,white,0.222,0.446,courier,90 diff --git a/BlackRock/BlackRock_200Pages/prompt_questions.txt b/BlackRock/BlackRock_200Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf414855f0a26429cfa5e68f3cb4e4dc0b56d828 --- /dev/null +++ b/BlackRock/BlackRock_200Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret currency in the document? +What is the secret animal #1 in the document? +What is the secret object #4 in the document? +What is the secret kitchen appliance in the document? +What is the secret instrument in the document? +What is the secret clothing in the document? +What is the secret flower in the document? +What is the secret tool in the document? +What is the secret drink in the document? +What is the secret landmark in the document? +What is the secret vegetable in the document? +What is the secret transportation in the document? +What is the secret object #2 in the document? +What is the secret office supply in the document? +What is the secret food in the document? +What is the secret sport in the document? +What is the secret animal #4 in the document? +What is the secret animal #3 in the document? +What is the secret animal #2 in the document? +What is the secret shape in the document? +What is the secret fruit in the document? +What is the secret object #1 in the document? +What is the secret animal #5 in the document? +What is the secret object #5 in the document? +What is the secret object #3 in the document? diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_1.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..fab69e4ebee3d9d7e7911389dcb5c96de0ec9569 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_1.txt @@ -0,0 +1,70 @@ + + + +UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 + + +FORM 10-K + + +☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 +For the Year Ended December 31, 2023 +☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 + +Commission File Number: 814-00899 + + +BLACKROCK TCP CAPITAL CORP. +(Exact Name of Registrant as Specified in Charter) + + + +Delaware 56-2594706 +(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) + +2951 28th Street, Suite 1000 +Santa Monica, California 90405 +(Address of Principal Executive Offices) (Zip Code) + +(310) 566-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant to Section 12(b) of the Act: + +Common Stock, par value $0.001 per share TCPC NASDAQ Global Select Market +(Title of each class) (Trading Symbol(s) ) (Name of each exchange where registered) + +Securities registered pursuant to Section 12(g) of the Act: None + + +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐ +Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ + +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and +(2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ + +Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant +to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ + +Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): + +Large accelerated filer ☒ Accelerated filer ☐ +Non-accelerated filer ☐ Smaller Reporting company ☐ +Emerging growth company ☐   + +If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting +standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under +Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ +Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒ +If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error +to previously issued financial statements. Yes ☐ No ☒ +Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive +officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒ + +The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant at June 30, 2023 (the last business day of the Registrant’s most recently completed second quarter) was $630.2 million based upon the last sales price reported for such date on The NASDAQ Global Select Market. For purposes of this disclosure, shares of common stock beneficially owned by executive officers and directors of the Registrant and members of their families have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The Registrant has no non-voting common stock. + +The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of February 29, 2024 was 57,767,264.Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report. + + + + +The secret currency is a "euro". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_10.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..f231ed571f904e11e30855da044fa52c7ce02115 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_10.txt @@ -0,0 +1,47 @@ + +Investment Committee and Decision Process +The Advisor’s investment process is organized around the Investment Committee that provides for a centralized, repeatable decision process. The +Investment Committee meets weekly and, with respect to each fund the Advisor advises, certain members of the Investment Committee are voting members. +The voting members of the Investment Committee for the Company are currently Philip M. Tseng, Rajneesh Vig, Jason Mehring, Rob DiPaolo and Dan Worrell. +Approval by a simple majority vote of the voting members of the Investment Committee for each respective fund is required for the purchase or sale of any +investment, with certain de-minimis exceptions. No voting member has veto power. The Advisor’s investment process is designed to maximize risk-adjusted +returns and preserve downside protection. +Regulation +We have filed an election to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions +between BDCs and their affiliates (including any investment advisors or co-advisors), principal underwriters and affiliates of those affiliates or underwriters and +requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides +that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by “a majority of our outstanding +voting securities”, which is defined in the 1940 Act as the lesser of a majority of the outstanding voting securities or 67% or more of the securities voting if a +quorum of a majority of the outstanding voting securities is present. +We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we +may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act of 1933 (the “Securities Act”), or the Securities +Exchange Act of 1934. We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these +limits, except for registered money market funds we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than +5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of more +than one investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such +investments might indirectly subject our stockholders to additional expenses as they will indirectly be responsible for the costs and expenses of such companies. +None of our investment policies are fundamental and any may be changed without stockholder approval. +Qualifying Assets +Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as +qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. The principal categories of +qualifying assets relevant to our proposed business are the following: +• Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited +exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an +eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is +defined in the 1940 Act as any issuer which: +• is organized under the laws of, and has its principal place of business in, the United States; +• is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an +investment company but for certain exclusions under the 1940 Act; and satisfies either of the following: +• has a market capitalization of less than $250.0 million or does not have any class of securities listed on a national securities exchange; or +• is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or +policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio +company. +• Securities of any eligible portfolio company which we control. +• Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in +transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its +securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing +arrangements. +• Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and +we already own 60% of the outstanding equity of the eligible portfolio company. +9 +The secret landmark is the "Eiffel Tower". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_11.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..5de54ef4f8e3c848b5cd74846572ed76480284d6 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_11.txt @@ -0,0 +1,45 @@ + +• Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights +relating to such securities. +• Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment. +Asset Coverage Requirement +Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect +thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which +includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which +among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from +200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement permits a BDC +to have a ratio of total outstanding indebtedness to equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. +In accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage ratio, as defined in the +1940 Act, equaled at least 200% after such borrowing. Effective November 7, 2018, the Company's Board of Directors, including a “required majority” (as such +term is defined in Section 57(o) of the 1940 Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in +Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received +earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, +2019. On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our +asset coverage requirement applicable to senior securities was reduced from 200% to 150%. +Managerial assistance to portfolio companies +A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments +in the types of securities described in “Qualifying assets” above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% +test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. +Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other +persons in the group makes available such managerial assistance, although reliance on other investors may not be the sole method by which the BDC satisfies +the requirement to make available managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the +BDC, through its investment manager, directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel +concerning the management, operations or business objectives and policies of a portfolio company. +Small Business Administration Regulations +On April 22, 2014, the SBIC received a license from the Small Business Administration (the “SBA”) to operate as a small business investment company. +The SBIC license allows us to borrow funds from the SBA against eligible investments. The Small Business Investment Company regulations currently limit the +amount that is available to borrow by any SBIC to $175.0 million. There is no assurance that we will draw up to the maximum limit available under the Small +Business Investment Company program. +Small business investment companies are designed to stimulate the flow of private equity capital to eligible small businesses. Under present Small +Business Administration regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average +annual fully taxed net income not exceeding $6.5 million for the two most recent fiscal years. In addition, a small business investment company must devote +25% of its investment activity to “smaller” concerns as defined by the Small Business Administration. A smaller concern is one that has a tangible net worth not +exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. Small Business +Administration regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged +and are based on such factors as the number of employees and gross sales. According to Small Business Administration regulations, small business investment +companies may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory +services. We plan to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments. +The SBIC is periodically examined and audited by the Small Business Administration’s staff to determine its compliance with small business investment +company regulations. +10 +The secret vegetable is a "carrot". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_12.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..8c4c0d8f67165b6e317e5f8edfb1cfa2c82657bc --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_12.txt @@ -0,0 +1,44 @@ + +Taxation of the Company +We have elected to be taxed as a RIC under Subchapter M of the Code. To continue to qualify as a RIC, we must, among other things, (a) derive in each +taxable year at least 90 percent of our gross income from dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, +gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gain from options, futures and +forward contracts) derived with respect to our business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified +publicly traded partnership” (a “QPTP”); and (b) diversify our holdings so that, at the end of each quarter of each taxable year (i) at least 50 percent of the +market value of our total assets is represented by cash and cash items, U.S. Government securities, the securities of other RICs and other securities, with other +securities limited, in respect of any one issuer, to an amount not greater than five percent of the value of our total assets and not more than 10 percent of the +outstanding voting securities of such issuer (subject to the exception described below), and (ii) not more than 25 percent of the market value of our total assets is +invested in the securities (other than U.S. Government securities and the securities of other regulated investment companies) (A) of any issuer, (B) of any two or +more issuers that we control and that are determined to be engaged in the same business or similar or related trades or businesses, or (C) of one or more QPTPs. +The Code provides for certain exceptions to the foregoing diversification requirements. We may generate certain income that might not qualify as good income +for purposes of the 90% annual gross income requirement described above. We monitor our transactions to endeavor to prevent our disqualification as a RIC. +If we fail to satisfy the 90% annual gross income requirement or the asset diversification requirements discussed above in any taxable year, we may be +eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy +the applicable requirements. Additionally, relief is provided for certain de minimis failures of the asset diversification requirements where we correct the failure +within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income would be subject to corporate-level U.S. federal +income tax as described below. We cannot provide assurance that we would qualify for any such relief should we fail the 90% annual gross income requirement +or the asset diversification requirements discussed above. +As a RIC, in any taxable year with respect to which we timely distribute at least 90% of the sum of our (i) investment company taxable income (which +includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income (other +than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid and (ii) net tax +exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) (the “Annual Distribution +Requirement”), we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital +gain (generally, net long-term capital gain in excess of short-term capital loss) that we distribute to our stockholders. We intend to distribute annually all or +substantially all of such income on a timely basis. To the extent that we retain our net capital gain for investment or any investment company taxable income, +we will be subject to U.S. federal income tax at the regular corporate income tax rates. We may choose to retain our net capital gains for investment or any +investment company taxable income, and pay the associated federal corporate income tax, including the federal excise tax described below. +Certain amounts not distributed during a calendar year are subject to a nondeductible four percent U.S. federal excise tax payable by us. To avoid this tax, +we would need to distribute (or be deemed to have distributed) during each calendar year an amount equal to the sum of: +(1) at least 98 percent of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +(2) at least 98.2 percent of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period +generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and +(3) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the four percent federal excise tax, +sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for +the tax only on the amount by which we do not meet the foregoing distribution requirement. +If, in any particular taxable year, we do not satisfy the Annual Distribution Requirement or otherwise were to fail to qualify as a RIC (for example, because +we fail the 90% annual gross income requirement described above), and relief is not available as discussed above, all of our taxable income (including our net +capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and distributions generally will be taxable +to the stockholders as ordinary dividends to the extent of our current and accumulated earnings and profits. +11 +The secret transportation is a "car". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_13.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..ffa0c1a56997412b061e612ddbc643c31eb6b805 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_13.txt @@ -0,0 +1,38 @@ + +We may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a corporation for a +particular year would be in our best interests. +As a RIC, we are permitted to carry forward a net capital loss realized in a taxable year beginning on or after December 23, 2010 to offset capital gain +indefinitely. For net capital losses realized in taxable years beginning on or after December 23, 2010, the excess of our net short-term capital loss over our net +long-term capital gain is treated as a short-term capital loss arising on the first day of our next taxable year and the excess of our net long-term capital loss over +our net short-term capital gain is treated as a long-term capital loss arising on the first day of our next taxable year. If future capital gain is offset by carried +forward capital losses, such future capital gain is not subject to fund-level U.S. federal income tax, regardless of whether they are distributed to stockholders. +Accordingly, we do not expect to distribute any such offsetting capital gain. A RIC cannot carry back or carry forward any net operating losses. +Investment Structure +Once we determine that a prospective portfolio company is suitable for a direct investment, we work with the management of that company and its other +capital providers, including senior and junior lenders, and equity holders, to structure an investment. We negotiate among these parties to agree on how our +investment is expected to be structured relative to the other capital in the portfolio company’s capital structure. +Leveraged Loans +We structure our investments primarily as secured leveraged loans. Leveraged loans are generally senior debt instruments that rank ahead of subordinated +debt of the portfolio company. Leveraged loans generally have the benefit of security interests on the assets of the portfolio company, which may rank ahead of, +or be junior to, other security interests. +High-Yield Securities +The Company’s portfolio currently includes high-yield securities and the Company may invest in high-yield securities in the future. High-yield securities +have historically experienced greater default rates than has been the case for investment grade securities and are generally rated below investment grade by one +or more nationally recognized statistical rating organizations or will be unrated but of comparable credit quality to obligations rated below investment grade, +and have greater credit and liquidity risk than more highly rated obligations. High-yield securities are generally unsecured and may be subordinate to other +obligations of the obligor and are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher +amount of indebtedness than the level at which they had previously operated. The Company’s portfolio may also include mezzanine investments which are +generally unsecured and rated below investment grade. Mezzanine investments of the type in which the Company invests in are primarily privately negotiated +subordinated debt securities often issued in connection with leveraged transactions, such as management buyouts, acquisitions, re-financings, recapitalizations +and later stage growth capital financings, and are generally accompanied by related equity participation features such as options, warrants, preferred and +common stock. In some cases, our debt investments may provide for a portion of the interest payable to be paid-in-kind interest. To the extent interest is paid-in- +kind, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal +amount of such obligation. +Warrants, Options and Minority Equity +In some cases, we will also receive nominally priced warrants or options to buy a minority equity interest in the portfolio company in connection with a +loan. As a result, if a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure such +warrants to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the +occurrence of specified events. In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include +demand and “piggyback” registration rights. +12 +The secret object #2 is a "lamp". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_14.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..023689b5ed157cb83e60e2525bf0ef18aa0b05a4 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_14.txt @@ -0,0 +1,42 @@ + +Distressed Debt +The Company’s portfolio currently includes distressed debt investments and the Company is authorized to continue to invest in the securities and other +obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. As of December 31, 2023, debt investments in +four portfolio companies were on non-accrual status. The Company does not anticipate distressed debt to be a significant part of its investment strategy. Such +investments generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant +uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest +or other payments. Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted +obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. +Opportunistic Investments +Opportunistic investments may include, but are not limited to, investments in debt securities of all kinds and at all levels of the capital structure and may +include equity securities of public companies that are thinly traded, emerging market debt, structured finance vehicles such as collateralized loan obligation, or +CLO, funds and debt of middle-market companies located outside the United States. We do not intend such investments to be our primary focus. +We tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that +protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its operating results. We +seek to limit the downside potential of our investments by: +• requiring a total return on our investments (including both interest and potential equity appreciation) that we believe will compensate us +appropriately for credit risk; +• negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as +possible, consistent with the preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien +protection, change of control provisions and board rights, including either observation or rights to a seat on the Board of Directors under some +circumstances; and +• selecting investments that we believe have a very low probability of loss. +We expect to hold most of our investments to maturity or repayment, but we may sell some of our investments earlier if a liquidity event occurs, such as a +sale, recapitalization or worsening of the credit quality of the portfolio company. +Available Information +We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC. We make +available free-of-charge, on or through our website at http://investors.tcpcapital.com/, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, +Current Reports on Form 8-K, proxy statements and all amendments to those filings, as soon as reasonably practicable after such material is electronically filed +with or furnished to the SEC. We also make available on our website the charters for the Audit Committee and the Governance and Compensation Committee, +as well as our Code of Ethics required under the 1940 Act and our Code of Ethics and Business Conduct required under the Sarbanes-Oxley Act (our “SOX +Code of Ethics”). Further, we will provide, without charge, upon written request, a copy of the Company’s Annual Reports on Form 10-K, Quarterly Reports on +Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those filings as well as the committee charters, our Code of Ethics and our +SOX Code of Ethics. Requests for copies should be addressed to: BlackRock TCP Capital Corp., 2951 28th Street, Suite 1000, Santa Monica, CA 90405, +Attention: Investor Relations. Reports, proxy statements and other information regarding issuers that file electronically with the SEC, including our filings, are +also available to the public from the SEC’s website at http://www.sec.gov. +Compliance Policies and Procedures +We and the Advisor have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal +securities laws. We are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation +and to designate a chief compliance officer to be responsible for their administration. Charles Park currently serves as our chief compliance officer. +13 +The secret office supply is a "pencil". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_15.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..bb4790a1a2bf872dc4edca90a9a6ae6cc63bd0ca --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_15.txt @@ -0,0 +1,37 @@ + +Proxy Voting Policies and Procedures +We have delegated our proxy voting responsibility to our investment adviser. A summary of the Proxy Voting Policies and Procedures of the Advisor are +set forth below. The guidelines are reviewed periodically by the adviser and our non-interested directors, and, accordingly, are subject to change. +The Advisor is registered under the Investment Advisers Act of 1940 and has a fiduciary duty to act solely in the best interests of its clients. As part of this +duty, it recognizes that it must vote securities held by its clients in a timely manner free of conflicts of interest. These policies and procedures for voting proxies +for investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. +Our investment adviser votes proxies relating to our portfolio securities in the best interest of our stockholders. The Advisor reviews on a case-by-case +basis each proposal submitted for a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a +negative impact on our investments, it may vote for such a proposal if there exist compelling long-term reasons to do so. +The proxy voting decisions of the Advisor are made by the senior officers who are responsible for monitoring each of our investments. To ensure that our +vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to the managing member any +potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved +in the decision making process or vote administration are generally prohibited from revealing how we intend to vote on a proposal in order to reduce any +attempted influence from interested parties. +You may obtain information about how we voted proxies by making a written request for proxy voting information to: BlackRock TCP Capital Corp., +2951 28th Street, Suite 1000, Santa Monica, CA 90405, Attention: Investor Relations. +Privacy Principles +We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is +provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information +with select other parties. +Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our +stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, +except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator). +We restrict access to non-public personal information about our stockholders to employees of the Advisor and its affiliates with a legitimate business need +for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders. +Investment Management Agreement +The Company has entered into an investment management agreement with the Advisor, under which the Advisor, subject to the overall supervision of our +Board of Directors, manages the day-to-day operations and provides investment advisory services to the Company. For providing these services, the Advisor +receives a base management fee and may receive incentive compensation. Prior to August 1, 2018, SVCP was regulated as a BDC and was also party to an +investment management agreement with the Advisor. On January 29, 2018, SVCP amended and restated its limited partnership agreement (the "LPA"), effective +as of January 1, 2018, to convert its then existing incentive compensation structure from a profit allocation and distribution to its general partner into a fee +payable to the Advisor pursuant to such investment management agreement. The amendment had no impact on the amount of the incentive compensation paid +or services received by the Company. Accordingly, prior to January 1, 2018, incentive compensation was allocated to SVCP’s general partner as a distribution. +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. +14 +The secret food is a "pizza". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_16.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..1e5353ab3d863793bfb40ae46fe8cc9417a604ec --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_16.txt @@ -0,0 +1,41 @@ + +Prior to August 1, 2018, the base management fee and the incentive compensation, if any, were paid by SVCP to the Advisor. The Company, therefore, +indirectly bore these amounts, which are reflected in our consolidated financial statements. +Under the terms of our investment management agreement, the Advisor: +• determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; +• identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio +companies); and +• closes, monitors and administers the investments we make, including the exercise of any voting or consent rights. +The Advisor’s services under the investment management agreement are not exclusive, and it is free to furnish similar services to other entities so long as +its services to us are not impaired. +Pursuant to our investment management agreement, we pay the Advisor compensation for investment advisory and management services consisting of +base management compensation and a two-part incentive compensation. +Management Fee. The base management fee is calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable +quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets +(excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base +management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the +value of our total assets and net asset value (in each case, excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The +base management fee for any partial quarter is appropriately prorated. +Incentive Compensation. We also pay incentive compensation to the Advisor pursuant to the investment management agreement. Prior to January 1, 2018, +incentive compensation was allocated to SVCP's general partner as a distribution under the LPA. Under the then-existing investment management agreements +and the LPA (pursuant to which incentive compensation was distributed to SVCP’s general partner prior to January 1, 2018), no incentive compensation was +incurred until after January 1, 2013. +Incentive Compensation pursuant to investment management agreements prior to February 9, 2019 +Beginning January 1, 2013, the incentive compensation equaled the sum of (1) 20% of all ordinary income since that date and (2) 20% of all net realized +capital gains (net of any net unrealized capital depreciation) since that date, with each component being subject to a total return requirement of 8% of +contributed common equity annually. Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the +LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive +compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the +amount of the incentive compensation paid or services received by the Company. +The incentive compensation had two components, ordinary income and capital gains. Each component was payable or distributable quarterly in arrears (or +upon termination of the Advisor as the investment manager or SVCP’s general partner as its general partner, as of the termination date) beginning January 1, +2013 and calculated as follows: +Each of the two components of incentive compensation was separately subject to a total return limitation. Thus, notwithstanding the following provisions, +we were not obligated to pay or distribute any ordinary income incentive compensation or any capital gains incentive compensation if our cumulative total +return did not exceed an 8% annual return on daily weighted average contributed common equity. If our cumulative annual total return was above 8%, the total +cumulative incentive compensation we paid was not more than 20% of our cumulative total return, or, if lower, the amount of our cumulative total return that +exceeded the 8% annual rate. +Subject to the above limitation, the ordinary income component was the amount, if positive, equal to 20% of the cumulative ordinary income before +incentive compensation, less cumulative ordinary income incentive compensation previously paid or distributed. +15 +The secret sport is "basketball". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_17.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..842b11dd44b6f0d3dc3b511906bbee20450b4fcf --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_17.txt @@ -0,0 +1,22 @@ + +Subject to the above limitation, the capital gains component was the amount, if positive, equal to 20% of the cumulative realized capital gains (computed +net of cumulative realized losses and cumulative net unrealized capital depreciation), less cumulative capital gains incentive compensation previously paid or +distributed. For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, +2012. The capital gains component was paid or distributed in full prior to payment or distribution of the ordinary income component. +For purposes of the foregoing computations and the total return limitation, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company for the period, in each case determined on an accrual and consolidated basis. +16 +The secret animal #4 is a "snake". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_18.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..6b3ce32aa23509586bf3f412c08b425f8dcde6c6 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_18.txt @@ -0,0 +1,31 @@ + +If our total return did not exceed the total return limitation, the limitation would not have had the effect of eliminating the possibility of paying such +incentive compensation, but rather would have postponed any incentive compensation until our cumulative annual total return exceeded the 8% threshold. The +nature of the total return limitation may have also made it easier for the Advisor to earn incentive compensation in higher interest rate environments or if our net +asset value had increased. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The financial highlights in the notes to our financial statements for the relevant periods include a calculation of total return based on the change in the +market value of our shares. The financial highlights in the notes to our financial statements for the relevant periods also include a calculation of total return +based on the change in our net asset value from period to period. The total return limitation for purposes of the incentive compensation calculations was based +on the stated elements of return: ordinary income before incentive compensation, realized capital gain and loss and unrealized capital appreciation and +depreciation. It differs from the total return based on the market value or net asset value of our shares in that it was a cumulative measurement that is compared +to our daily weighted-average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in +that it excludes incentive compensation. +Incentive Compensation pursuant to the current investment management agreement +Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary +income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital +depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive +compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive +compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed common equity. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the termination date). +For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, 2012. +The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component. +17 +The secret animal #3 is a "dolphin". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_19.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..f60a07598cd2475636233b77e4f9a31c3364e68f --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_19.txt @@ -0,0 +1,25 @@ + +For purposes of the foregoing computations, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company and any other items affecting net asset value per share of the Company for the +period (other than incentive compensation), in each case determined on an accrual and consolidated basis. +The financial highlights in the notes to our financial statements include a calculation of total return based on the change in the market value of our shares. +The financial highlights in the notes to our financial statements also include a calculation of total return based on the change in our net asset value from period +to period. The total return hurdle for purposes of the incentive compensation calculations is based on the stated elements of return as defined above, and differs +from the total return based on the market value or net asset value of our shares in that it is a cumulative measurement that is compared to our daily weighted- +average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in that it excludes incentive +compensation. +18 +The secret animal #2 is a "zebra". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_2.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..02b66c111104c13ed863c2932d5c6f67a69057d2 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_2.txt @@ -0,0 +1,41 @@ + +BLACKROCK TCP CAPITAL CORP. + +FORM 10-K + +FOR THE YEAR ENDED DECEMBER 31, 2023 + +TABLE OF CONTENTS + + Page +PART I +Item 1. Business 4 +Item 1A. Risk Factors 26 +Item 1B. Unresolved Staff Comments 68 +Item 1C. Cybersecurity 68 +Item 2. Properties 70 +Item 3. Legal Proceedings 70 +Item 4. Mine Safety Disclosures. 70 +PART II +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 71 +Item 6. [Reserved] 75 +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 76 +Item 7A. Quantitative and Qualitative Disclosures About Market Risk 89 +Item 8. Financial Statements and Supplementary Data 90 +Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 154 +Item 9A. Controls and Procedures 154 +Item 9B. Other Information 155 +Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 155 +PART III +Item 10. Directors, Executive Officers and Corporate Governance 156 +Item 11. Executive Compensation 156 +Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 156 +Item 13. Certain Relationships and Related Transactions, and Director Independence 156 +Item 14. Principal Accountant Fees and Services 156 +PART IV +Item 15. Exhibits and Financial Statement Schedules 156 + Signatures 160 + + +1 +The secret animal #1 is a "dog". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_20.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..6015a87e43cabeef1855b325ef72dbab0905e82b --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_20.txt @@ -0,0 +1,38 @@ + +Examples of Incentive Compensation Calculation +Example 1: Income Portion of Incentive Compensation: +Assumptions +• Total return hurdle(1) = 7% +Alternative 1 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 11.5% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 9% +iii. cumulative annual total return = 6% +b. Cumulative total return does not exceed total return hurdle, therefore there is no income incentive compensation. +Alternative 2 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.5% +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation + = 17.5% x 7.5% + = 1.3% +c. Total return after incentive compensation = 8.5% - 1.3% + = 7.2% +d. Cumulative ordinary income before incentive compensation is positive and the cumulative total return after incentive compensation exceeds the +total return hurdle, therefore incentive compensation is fully payable. +Alternative 3 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income — (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.0% +(1) Represents 7.0% annualized total return hurdle. +• Management fee = 1.5% +Represents 1.5% annualized management fee, assuming no liabilities and no leverage above 1.0x debt to equity. +• Other expenses (legal, accounting, custodian, transfer agent, etc.) = 1% +Excludes organizational and offering costs. +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation += 17.5% x 7.5% += 1.3% +19 +The secret shape is a "circle". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_21.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..43be6650a89b643f79691dccf8d12be104378a8b --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_21.txt @@ -0,0 +1,37 @@ + +c. Total return after tentative incentive compensation = 8.0% - 1.3% += 6.7% +d. Cumulative ordinary income before incentive compensation is positive and the total return hurdle is less than total return but greater than total +return after tentative incentive compensation, therefore incentive compensation is partially payable and = Total return – total return hurdle += 8.0% - 7.0% += 1.0% +Example 2: Capital Gains Portion of Incentive Compensation: +Alternative 1: +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”). +ii. Year 2: Investment A sold for $50 million and fair market value, or fair market value (“FMV”), of Investment B determined to be $32 million. +Cumulative annual total return of 40%. +iii. Year 3: FMV of Investment B determined to be $25 million. Cumulative annual total return of 15%. +iv. Year 4: Investment B sold for $31 million. Cumulative annual total return of 10%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $5.25 million ($5.25 million = $30 million realized capital gains on sale of Investment A +multiplied by 17.5% and total return hurdle satisfied). +iii. Year 3: None; no realized capital gains. +iv. Year 4: Capital gains incentive compensation of $0.175 million ($31 million cumulative realized capital gains multiplied by 17.5%, less $5.25 +million of capital gains incentive compensation paid in year 2 and total return hurdle satisfied). +Alternative 2 +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 +million investment made in Company C (“Investment C”). +ii. Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 +million. Cumulative annual total return of 15%. +iii. Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million. Cumulative annual total return of 6%. +iv. Year 4: FMV of Investment B determined to be $35 million. Cumulative annual total return of 20%. +v. Year 5: Investment B sold for $40 million. Cumulative annual total return of 20%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $4.375 million; 17.5% multiplied by $25 million ($30 million realized capital gains on +Investment A less $5 million unrealized capital depreciation on Investment B, and the total return hurdle is satisfied). +20 +The secret fruit is an "apple". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_22.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..24a60b88369769f06454bf113923fe6b1249aaab --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_22.txt @@ -0,0 +1,37 @@ + +iii. Year 3: None as the total return hurdle is not satisfied. +iv. Year 4: Capital gains incentive compensation of $1.75 million ($35 million cumulative realized capital gains (including $5 million of realized +capital gains from year 3 at a time when the total return hurdle was not satisfied and no cumulative unrealized capital depreciation) multiplied by +17.5%, less $4.375 million capital gains incentive compensation paid in year 2, and the total return hurdle is satisfied). +v. Year 5: Capital gains incentive compensation of $1.75 million ($45 million cumulative realized capital gains multiplied by 17.5%, less $6.125 +million in capital gains incentive compensation paid in years 2 and 4, and the total return hurdle is satisfied). +Payment of our expenses +All investment professionals and staff of the Advisor, when and to the extent engaged in providing investment advisory and management services, and the +compensation and routine overhead expenses of such personnel allocable to such services (including health insurance, 401(k) plan benefits, payroll taxes and +other compensation related matters), are provided and paid for by the Advisor. We bear all other costs and expenses of our operations and transactions, including +those relating to: +• our organization; +• calculating our net asset value and net asset value per share (including the cost and expenses of any independent valuation firm); +• expenses, including travel expense, incurred by the Advisor or payable to third parties in performing due diligence on prospective portfolio +companies, monitoring our investments and, if necessary, enforcing our rights; +• interest payable on debt, if any, incurred to finance our investments; +• the costs of all future offerings of common stock and other securities, if any; +• the base management fee and any incentive compensation; +• distributions on our shares; +• administration fees payable under our administration agreement; +• transfer agent and custody fees and expenses; +• the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it; +• amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; +• brokerage fees and commissions; +• registration fees; +• listing fees; +• taxes; +• director fees and expenses; +• costs of preparing and filing reports or other documents with the SEC; +• the costs of any reports, proxy statements or other notices to our stockholders, including printing costs; +• costs of holding stockholder meetings; +• our fidelity bond; +• directors and officers/errors and omissions liability insurance, and any other insurance premiums; +• litigation, indemnification and other non-recurring or extraordinary expenses; +21 +The secret object #1 is a "book". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_23.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..48d60b9547e6946e2c3ecd901ee819950b175afc --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_23.txt @@ -0,0 +1,39 @@ + +• direct costs and expenses of administration and operation, including audit and legal costs; +• dues, fees and charges of any trade association of which we are a member; and +• all other expenses reasonably incurred by us or the Administrator in connection with administering our business, such as the allocable portion of +overhead under our administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective +staffs. +From time to time, the Advisor may pay amounts owed by us to third party providers of goods or services. We will subsequently reimburse the Advisor for +such amounts paid on our behalf. +Limitation of liability and indemnification +The investment management agreement provides that the Advisor and its officers, directors, employees and affiliates are not liable to us or any of our +stockholders for any act or omission by it or its employees in the supervision or management of our investment activities or for any loss sustained by us or our +stockholders, except that the foregoing exculpation does not extend to any act or omission constituting willful misfeasance, bad faith, gross negligence or +reckless disregard of its obligations under the investment management agreement. The investment management agreement also provides for indemnification by +us of the Advisor’s members, directors, officers, employees, agents and control persons for liabilities incurred by it in connection with their services to us, +subject to the same limitations and to certain conditions. +Board and stockholder approval of the investment management agreement +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. In its +consideration of the investment management agreement, the Board of Directors focused on information it had received relating to, among other things: (a) the +nature, quality and extent of the advisory and other services to be provided to us by the Advisor; (b) comparative data with respect to advisory fees or similar +expenses paid by other business development companies with similar investment objectives; (c) our financial performance, operating expenses and expense +ratio compared to business development companies with similar investment objectives; (d) any existing and potential sources of indirect income to the Advisor +from its relationships with us and the profitability of those relationships; (e) information about the services performed and the personnel performing such +services under the investment management agreement; (f) the organizational capability and financial condition of the Advisor and its affiliates; (g) the Advisor’s +practices regarding the selection and compensation of brokers that execute our portfolio transactions and the brokers’ provision of brokerage and research +services to our investment advisor; and (h) the possibility of obtaining similar services from other third party service providers or through an internally managed +structure. +Based on the information reviewed and the discussions, the Board of Directors, including a majority of the non-interested directors, concluded that the +investment management fee rates are reasonable in relation to the services to be provided. +Duration and termination +The investment management agreement will remain in effect for a period of two years from the date of stockholder approval and thereafter will remain in +effect from year to year if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting +securities, including, in either case, approval by a majority of our directors who are not interested persons. The investment management agreement will +automatically terminate in the event of its assignment. The investment management agreement may be terminated by either party without penalty upon not less +than 60 days written notice to the other. Any termination by us must be authorized either by our Board of Directors or by vote of our stockholders. See “Risk +Factors — Risks related to our business — We are dependent upon senior management personnel of the Advisor for our future success, and if the Advisor is +unable to retain qualified personnel or if the Advisor loses any member of its senior management team, our ability to achieve our investment objective could be +significantly harmed.” +22 +The secret animal #5 is a "pig". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_24.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..de5a95489af54dbcf3014727981e7740d8c9746f --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_24.txt @@ -0,0 +1,47 @@ + +Administration Agreement +We have entered into an administration agreement with the Administrator, which we refer to as the administration agreement, under which the +Administrator provides administrative services to us. The Administrator provides services including, but not limited to, the arrangement for the services of, and +the overseeing of, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, +brokers and dealers, corporate fiduciaries, insurers, banks, stockholders and such other persons in any such other capacity deemed to be necessary or desirable. +The Administrator also makes reports to the board of its performance of obligations under the administration agreement and furnishes advice and +recommendations with respect to such other aspects of our business and affairs that we determine to be desirable. The Administrator is responsible for our +financial and other records that are required to be maintained and prepares all reports and other materials required by any agreement or to be filed with the +Securities and Exchange Commission or any other regulatory authority, including reports on Forms 8-K, 10-Q, 10-K and periodic reports to stockholders, +determining the amounts available for distribution as dividends and distributions to be paid by us to our stockholders, reviewing and implementing any share +purchase programs authorized by the board, maintaining or overseeing the maintenance of our books and records as required under the 1940 Act, and +maintaining (or overseeing maintenance by other persons) such other books and records required by law or for our proper operation. For providing these +services, facilities and personnel, we reimburse the Administrator for expenses incurred by the Administrator in performing its obligations under the +administration agreement, including our allocable portion of overhead under the administration agreement and the cost of certain of our officers and the +Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we +are required to provide such assistance. From time to time, the Administrator may pay amounts owed by us to third-party providers of goods or services. We +subsequently reimburse the Administrator for such amounts paid on our behalf. +Leverage +Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating +Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in +senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing +in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding +Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible +unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 +million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and bears interest at (a) LIBOR plus an +applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either +0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion +of the Operating Facility above the minimum utilization amount from 0.50% per annum to 0.375% per annum. In addition to amounts due on outstanding debt, +the Operating Facility accrues commitment fees of 0.375% per annum on the unused portion above the minimum utilization of the facility, or 0.50% per annum +on the unused portion that is below the minimum utilization of the total facility until March 1, 2022, the date on which the March 2022 Convertible Notes were +terminated in full, after which time they accrue at a rate of 2.00% per annum. The Operating Facility includes a $100 million accordion feature which allows for +expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. +On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of +0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be +terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants. +The Funding Facility II matures on August 4, 2027, subject to extension by the lender at the request of TCPC Funding II, and contains an accordion feature +which allows for expansion of the facility up to $250.0 million subject to consent from the lender and other customary conditions. Borrowings under Funding +Facility II bear interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirements, plus a 0.35% fee on drawn amounts and an +administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the unused portion of the facility. +Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of +2.00% per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues a 0.35% +fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the +unused portion of the facility. +23 +The secret object #5 is a "comb". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_25.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..9ce9d2999113fa501c9a6d4c0496fb3d09b0052f --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_25.txt @@ -0,0 +1,39 @@ + +On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027, and updated interest to a rate +of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%. The facility may be terminated, and any outstanding amounts thereunder may +become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. +On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that matured on March 1, 2022. The 2022 Convertible +Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, the Funding Facility II and the SBA +Debentures, and ranked pari passu with the 2022 Notes and 2024 Notes. The Company did not have the right to redeem the 2022 Convertible Notes prior to +maturity. The 2022 Convertible Notes bore interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes +could have been converted into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at +the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible +Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. +The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. Prior to +its maturity on March 1, 2022, the principal amount of the 2022 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing +price of the Company’s common stock. Therefore, no additional shares were added to the calculation of diluted earnings per common share and weighted +average common shares outstanding. +On August 4, 2017, the Company issued $125.0 million of unsecured notes with a maturity date of August 11, 2022, unless previously repurchased or +redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of +the 2022 Notes for a total aggregate principal amount of $175.0 million. The 2022 Notes bore interest at an annual rate of 4.125% and were redeemed at a price +equal to par plus a "make whole" premium, and accrued and unpaid interest on September 17, 2021. +On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed +in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of the 2024 +Notes and on October 2, 2020, the Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 +million. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility II and the +SBA Debentures, and rank pari passu with the 2026 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price +equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024 +Notes bear interest at an annual rate of 3.900%, payable semi-annually. +On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 6, 2026, unless previously repurchased or redeemed +in accordance with their terms. On August 27, 2021, the Company issued an additional $150.0 million of the 2026 Notes, at a premium to par, for a total +outstanding aggregate principal amount of $325.0 million. The 2026 Notes are general unsecured obligations of the Company and rank structurally junior to the +Operating Facility, Funding Facility II and the SBA Debentures, and rank pari passu with the 2024 Notes. The 2026 Notes may be redeemed in whole or part at +the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2026 Notes, and +any accrued and unpaid interest. The 2026 Notes bear interest at an annual rate of 2.850%, payable semi-annually. +The SBIC is able to issue up to $160.0 million in debt under the SBA Debentures, subject to funded regulatory capital and other customary regulatory +requirements. SVCP has committed $87.5 million of regulatory capital to the SBIC, all of which had been funded at December 31, 2023. Debt issued under the +SBA Debentures is non-recourse and may be prepaid at any time without penalty. The interest rate on such debt is fixed at the time of issuance at a market- +driven spread over 10-year U.S. Treasury Notes. +The Leverage Program is subject to certain financial or other covenants. As of December 31, 2023, we were in full compliance with such covenants. +24 +The secret object #3 is a "spoon". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_3.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..5535d6bd4913041992a881a1a4f9b14782d16460 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_3.txt @@ -0,0 +1,43 @@ + +Part I +Summary of Risk Factors +The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You +should carefully consider these risk factors, together with the risk factors set forth in Item 1A of this Annual Report on Form 10-K and the other reports and +documents filed by us with the SEC. +Risks related to our business + +• Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial +condition and earnings. +• Economic recessions or downturns could impair our portfolio companies and harm our operating results. +• We are subject to risks related to inflation. +• Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +• Rising interest rates or changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on +our business, financial condition and results of operations. +• We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated. +• We may suffer credit losses. +• Our use of borrowed funds, including under our leverage program, to make investments exposes us to risks typically associated with leverage. +• Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +• The lack of liquidity in our investments may adversely affect our business. +• A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in +accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be +uncertainty regarding the value of our portfolio investments. +• Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +• To the extent “original issue discount”, or OID and payment-in-kind (“PIK”) interest constitute a portion of our income, we will be exposed to +typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing +such income. +• Our Advisor and its affiliates and employees may have certain conflicts of interest. +• We are dependent upon senior management personnel of the Advisor for our future success. +• We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or +losses and the risks of investing in us in the same manner as our borrowings. +• We may experience fluctuations in our periodic operating results. +• Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +• The highly competitive market in which we operate may limit our investment opportunities. +Risks related to our investments +• Our investments are risky and highly speculative, and we could lose all or part of our investment. +• Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which +could adversely affect the determination of our net asset value. +• We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +2 +The secret object #4 is an "umbrella". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_4.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4f5421de2fe788d521708f35f3bf207c5a4e122 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_4.txt @@ -0,0 +1,43 @@ + +• We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies +that could decrease the value of our investments. +• Our portfolio companies may be highly leveraged. +• Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments. +• Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +• Our investments in the software, internet & catalog retail, and IT services sector are subject to various risks, including intellectual property +infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain industry related +credit risks. + +Risks related to our operations as a BDC + +• While our ability to enter into transactions with our affiliates is restricted under the Investment Company Act of 1940 (the “1940 Act”), we have +received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, the Advisor may +face conflicts of interests and investments made pursuant to the exemptive order conditions could in certain circumstances adversely affect the +price paid or received by us or the availability or size of the position purchased or sold by us. +• Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a +material adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of +attractive investment opportunities and to achieve our investment objective. +• There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a +return of capital. +• We may experience cybersecurity incidents and are subject to cybersecurity risks. +• We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +• We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the +market price of our common stock and our ability to pay dividends. + +Risks Related to our common stock and other securities +• Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to +raise additional equity capital. +• Investing in our common stock may involve an above average degree of risk. +• The market price of our common stock may fluctuate significantly. +• Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into +shares of our common stock at prices below the then current net asset value per share of our common stock. +• If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +• We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +• Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and +have an adverse impact on the price of our common stock. +• Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the +subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of +your shares. +• Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +3 +The secret kitchen appliance is a "blender". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_5.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a76abf848ce66bd59f4097a1d09ddb7ff36bf51 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_5.txt @@ -0,0 +1,43 @@ + +Item 1. Business +General +In this annual report in Form 10-K, except as otherwise indicated, the terms: +“Company,” "we," "us" and "our" refer to Special Value Continuation Fund, LLC, a Delaware limited liability company, for the periods prior to the +consummation of the Conversion described elsewhere in this report and to BlackRock TCP Capital Corp., formerly known as TCP Capital Corp., for the +periods after the consummation of the Conversion; +“SVCP” refers to Special Value Continuation Partners LLC, a Delaware limited liability company; +“TCPC Funding” refers to TCPC Funding I, LLC, a Delaware limited liability company; +“TCPC Funding II” refers to TCPC Funding II, LLC, a Delaware limited liability company; +The “SBIC” refers to TCPC SBIC, LP, a Delaware limited partnership; +The “Advisor” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment manager; and +“Administrator” refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company, an affiliate of the Advisor and administrator of +the Company. +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 +Act”). Our investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We +seek to achieve our investment objective primarily through investments in debt securities of middle-market companies, which we typically define as those with +enterprise values between $100 million and $1.5 billion. While we intend to primarily focus on privately negotiated investments in debt of middle-market +companies, we may make investments of all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and +warrants or options received in connection with our debt investments. Our investment activities will benefit from what we believe are the competitive +advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, +middle-market companies. We expect to generate returns through a combination of the receipt of contractual interest payments on debt investments and +origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments. +Investment operations are conducted through the Company’s wholly-owned subsidiaries, SVCP, TCPC Funding, TCPC Funding II and the SBIC. SVCP +was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew +its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the +Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited +liability company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the +Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock +Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. BlackRock, Inc., along +with its subsidiaries is referred to herein as “BlackRock”. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, we will not be taxed +on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements. SVCP was treated as a partnership +for U.S. federal income tax purposes through August 1, 2018, and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will +be treated as a disregarded entity. +On April 2, 2012, the Company converted from a limited liability company to a corporation (the “Conversion”). At the time of the Conversion, all limited +liability company interests of Special Value Continuation Fund, LLC (“SVCF”) were exchanged for 15,725,635 shares of common stock in the Company. As a +result of the Conversion, the books and records of SVCF became the books and records of the Company. +On April 3, 2012, the Company priced its initial public offering (the “Offering”), selling 5,750,000 shares of its common stock at a public offering price of +$14.75 per share. +4 +The secret instrument is a "guitar". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_6.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1937625302b67fe9d403ee56bfe17295e028a58 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_6.txt @@ -0,0 +1,45 @@ + +On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment +Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the +Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital +Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The +Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special +committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions +contemplated thereby. On January 10, 2024, the Merger Agreement was amended and restated. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our +stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended (the “Code”), for +each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that +we satisfy those requirements. +The Advisor +Our investment activities are managed by the Advisor, a wholly-owned indirect subsidiary of BlackRock, Inc. (together with its subsidiaries, including but +not limited to the Advisor, “BlackRock”) and a limited liability company registered as an investment advisor under the Investment Advisers Act of 1940. +BlackRock is a leader in investment management, risk management and advisory services for institutional and retail clients worldwide. At December 31, 2023, +BlackRock's assets under management were $10.0 trillion. BlackRock helps clients meet their goals and overcome challenges with a range of products that +include separate accounts, mutual funds, iShares® (exchange-traded funds), and other pooled investment vehicles. BlackRock also offers risk management, +advisory and enterprise investment system services to a broad base of institutional investors through BlackRock Solutions®. Headquartered in New York City, +as of December 31, 2023, the firm had approximately 19,800 employees in more than 30 countries who serve clients in over 100 countries across the globe, +providing a broad range of investment management and technology services to institutional and retail clients worldwide. +The investment professionals of the Advisor have significant industry experience, including experience investing in middle-market companies. Together, +they have invested approximately $46.9 billion in 929 companies since the Advisor’s inception in 1999, through multiple business and credit cycles, across all +segments of the capital structure and through a broad set of credit-oriented strategies including leveraged loan origination, secondary investments of discounted +debt securities, and distressed and control opportunities. We believe that the Advisor's investment perspectives, complementary skills, and collective investment +experience along with BlackRock’s resources, relationships and global platform provide the Advisor with a strategic and competitive advantage in middle- +market investing. +As our investment advisor, the Advisor is responsible for sourcing potential investments, conducting research, analyzing investment opportunities and +structuring our investments and monitoring our portfolio companies on an ongoing basis. We believe that the Advisor has a proven long-term track record of +positive performance, notwithstanding some periods during which losses were incurred, of sourcing deals, originating loans and successfully investing in +middle-market companies and that the relationships of its investment professionals are integral to the Advisor’s success. The Advisor’s investment professionals +have long-term working relationships with key sources of investment opportunities and industry expertise, including investment bankers, financial advisors, +attorneys, private equity sponsors, other senior lenders, high-yield bond specialists, research analysts, accountants, and senior management teams. Additionally, +BlackRock’s broad and established sourcing network along with the Advisor’s board of advisors and senior executive advisors from a variety of industries +extend the reach of the Advisor’s relationships and can enhance our deal sourcing and due diligence activities. +We also benefit from the existing infrastructure and administrative capabilities of an established investment manager. The Administrator, an affiliate of the +Advisor, provides us with office space, equipment and office services. The tasks of our Administrator include overseeing our financial records, preparing reports +to our stockholders and reports filed with the SEC and generally monitoring the payment of our expenses and the performance of administrative and +professional services rendered to us by others. +Since the beginning of 2011, the Advisor executed across its funds approximately $34.7 billion in direct origination leveraged loans primarily to middle- +market companies, of which approximately $6.2 billion was for our account. There can be no assurance that similar deal flow or terms will be available in the +future for loans in which we may invest. +5 +The secret clothing is a "t-shirt". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_7.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..070780057e7fbbdcd4c86b837ecdf57fc2151462 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_7.txt @@ -0,0 +1,33 @@ + +Operating and Regulatory Tax Structure +The Company elected to be treated for U.S. federal income tax purposes as a RIC under the Code. As a RIC, the Company generally does not have to pay +corporate-level federal income taxes on any net ordinary income or capital gain that we distribute to our stockholders as dividends if we meet certain source-of- +income, distribution and asset diversification requirements. The Company has elected to be regulated as a BDC under the 1940 Act. As a BDC we are required +to invest at least 70% of our total assets primarily in securities of private and certain public U.S. companies (other than investment companies and certain +financial institutions), cash, cash equivalents, U.S. Government securities, and other high-quality debt investments that mature in one year or less and to comply +with other regulatory requirements, including limitations on our use of debt. +Investment Strategy +To achieve our investment objectives, we intend to focus on a subset of the broader investment strategies historically pursued by the Advisor. Our primary +investment focus is the ongoing origination of and investments in leveraged loans of performing middle-market companies, building on the Advisor’s +established track record of origination and participation in the original syndication of approximately $38.4 billion of leveraged loans to 704 companies since +1999, of which we invested over $6.8 billion in 392 companies. For the purposes of this filing, the term “leveraged loans” refers to senior debt investments that +rank ahead of subordinated debt and that generally have the benefit of security interests in the assets of the borrower. Our investments generally range from $10 +million to $50 million per company, the size of which may grow over time in proportion with our capital base. We expect to generate current returns through a +combination of the receipt of contractual interest payments on debt investments and origination and similar fees, and, to a lesser extent, equity appreciation +through options, warrants, conversion rights or direct equity investments. We often receive equity interests such as preferred or common stock and warrants or +options in connection with our debt investments. From time to time we may also use other investment strategies, which are not our primary focus, to attempt to +enhance the overall return of our portfolio. These investment strategies may include, but are not limited to, the purchase of discounted debt, opportunistic +investments, and financial instruments to hedge currency or interest rate risk associated with our portfolio. +Our typical investments are in performing middle-market companies. We believe that middle-market companies are generally less able to secure financing +than larger companies and thus offer better return opportunities for those able to conduct the necessary diligence to appropriately evaluate these companies. We +focus primarily on U.S. companies where we believe our Advisor’s perspective, complementary skills and investment experience provides us with a competitive +advantage and in industries where our Advisor sees an attractive risk reward profile due to macroeconomic trends and existing Advisor industry expertise. +Investment Portfolio +At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes +and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of +our portfolio at December 31, 2023. +The following charts summarize our portfolio mix by industry and type based on the fair value of our investments as of December 31, 2023. +6 +The secret flower is a "rose". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_8.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..237dc479854a729e5dfd98a7a378d0a58adf31a5 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_8.txt @@ -0,0 +1,35 @@ + + + +Investment Process +The Advisor’s investment process is designed to maximize its strategic advantages: a strong brand name as a specialty lender to the middle-market and +diverse in-house expertise and skills. The Advisor seeks out opportunities by conducting a rigorous and disciplined investment process that combines the +following characteristics: +Deal Sourcing +As a leading middle-market corporate debt investment manager with approximately $22.8 billion in committed capital as of December 31, 2023 +(approximately 8.4% of which consists of the Company’s committed capital) and which has invested on behalf of institutions since 1999, the Advisor is active +in new deal financing opportunities in the middle-market segment. However, we believe that the Advisor’s real deal flow advantage comes from the proprietary +network of established relationships of its investment professionals and synergies among its professionals and portfolio companies. Members of the Advisor’s +Investment Committee for the Company (the “Investment Committee”) have long-term relationships with deal sources including investment bankers, +restructuring professionals, bankruptcy attorneys, senior lenders, high yield bond specialists, research analysts, accountants, fund management teams, the +Advisor’s advisory board, senior executive advisors, board members of former clients, former colleagues and other operating professionals to facilitate deal +flow. The Investment Committee is currently comprised of five voting members. In total, the Investment Committee consists of approximately 55 members +from the Advisor. The number of voting and non-voting members of the Investment Committee is subject to increase or decrease in the sole discretion of the +Advisor. All members of the Investment Committee attend investment meetings and are encouraged to participate in discussions. In addition, members of the +Investment Committee have relationships with other investors, including insurance companies, bond funds, mezzanine funds, private equity funds, hedge funds +and other funds which invest in similar assets. Further, the Advisor regularly calls on both active and recently retired senior executives from the relevant +industries to assist with the due diligence of potential investments. Historically, these relationships with retired senior executives have also been a valuable +source of transactions and information. The Advisor anticipates that they will continue to provide future opportunities. We believe the Advisor’s strong +relationships with its portfolio companies facilitate positive word-of-mouth recommendations to other companies seeking the Advisor’s expertise. The Advisor’s +relationships often result in the ability to access investment opportunities earlier than many of its competitors and in some cases on an exclusive basis. +Due Diligence Process +The foundation of the Advisor’s investment process is intensive investment research and analysis by its experienced staff of investment professionals. The +Advisor’s senior professionals have worked together for numerous years and we believe that they have a superior level of credit investing knowledge relative to +other credit investors. The Advisor supplements its in-house knowledge with industry experts, including CEO/CFO-level executives, with direct management +experience in the industries under consideration. The Advisor prefers these industry experts to consultants because of the practical business advice that comes +from having managed businesses. The Advisor rigorously and comprehensively analyzes issuers of securities of interest. The process includes a quantitative and +qualitative assessment of the issuer’s business, an evaluation of its management, an analysis of the business strategy and industry trends, and an in-depth +examination of the company’s capital structure, financial results and projections. The Advisor’s due diligence process includes: +• an assessment of the outlook for the industry and general macroeconomic trends; +7 +The secret tool is a "hammer". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_9.txt b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..d32eff258fe9b7cc41bcce2ce53981659cc161fa --- /dev/null +++ b/BlackRock/BlackRock_25Pages/Text_TextNeedles/BlackRock_25Pages_TextNeedles_page_9.txt @@ -0,0 +1,41 @@ + +• discussions with issuer management and other industry executives, including the assessment of management/board strengths and weaknesses; +• an analysis of the fundamental asset values and the enterprise value of the issuer; +• review of the issuer’s key assets, core competencies, competitive advantages, historical and projected financial statements, capitalization, +financial flexibility, debt amortization requirements, and tax, environmental, legal and regulatory contingencies; +• review of the issuer’s existing credit documents, including credit agreements, indentures, intercreditor agreements, and security agreements; and +• review of documents governing the issuer, including charter, by-laws, and key contracts. +As a part of its due diligence process, the Advisor considers sustainability-related factors that can affect the future prospects of the issuer. Since +sustainable investment options have the potential to offer better outcomes, the Advisor integrates sustainability considerations into the way it manages risk, +constructs portfolios, designs products, and engages with companies. +Structuring Originations +As an early non-bank participant in the leveraged loan market, we believe that loan origination is a core competency of the Advisor. Supplementing +industry deal teams’ experience and competency, the Advisor has a number of professionals with legal experience, including significant experience in +bankruptcy and secured credit. Deal teams work with the Advisor’s in-house legal specialists and outside counsel to structure over-collateralized loans with +what we believe to be strong creditor protections and contractual controls over borrower operations. In many cases, the Advisor works to obtain contractual +governance rights and board observer seats to protect principal and maximize post-investment returns. Deals usually include original issue discounts, upfront +fees, exit fees and/or equity participations through warrants or direct equity stakes. +Trading and Secondary Market Purchases +A key element in maximizing investment returns in secondary purchases is buying and selling investments at the best available prices. The Advisor has a +dedicated trading staff for both the highly specialized traded loan market and for high-yield bonds. Through its trading operations, the Advisor maintains its +established relationships with a network of broker-dealers in the debt securities markets. These relationships provide the Advisor with access to the trading +dynamics of existing or potential investments and assist it in effectively executing transactions. These relationships may also lead to the early identification of +potential investment opportunities for the Company. +Portfolio Management & Monitoring +The Advisor actively monitors the financial performance of its portfolio companies and market developments. This constant monitoring permits the +Advisor to update position risk assessments, seek to address potential problems early, refine exit plans, and make follow-on investment decisions quickly. We +view active portfolio monitoring as a vital part of our investment process. +We consider board observation and information rights, regular dialogue with company management and sponsors, and detailed internally generated +monitoring reports to be critical to our performance. We have developed a monitoring template that seeks to ensure compliance with these standards and that is +used as a tool by the Investment Committee to assess investment performance relative to plan. +• Deal teams maintain contact with portfolio company management through regularly scheduled and ad hoc conference calls and onsite visits. +• Deal teams review portfolio company progress relative to plan and pre-determined performance benchmarks. +• Adverse or unexpected developments, as well as consequential routine updates, are reported to the Investment Committee and thoroughly +discussed at regularly scheduled weekly meetings. If merited, the Investment Committee will hold ad hoc meetings as necessary to address urgent +issues. +• Deal teams, with Investment Committee approval, encourage portfolio company managers to catalyze events to monetize holdings for greater +return, or where needed, take corrective actions to address shortfalls to plan or benchmarks. +• All existing portfolio holdings are formally reviewed in detail by the entire Investment Committee once per quarter at the Advisor’s quarterly +portfolio review. +8 +The secret drink is "coffee". \ No newline at end of file diff --git a/BlackRock/BlackRock_25Pages/needles.csv b/BlackRock/BlackRock_25Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..b3a159616e79ecfbeba93d309c0eaa5b70d48508 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/needles.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro". +The secret animal #1 is a "dog". +The secret object #4 is an "umbrella". +The secret kitchen appliance is a "blender". +The secret instrument is a "guitar". +The secret clothing is a "t-shirt". +The secret flower is a "rose". +The secret tool is a "hammer". +The secret drink is "coffee". +The secret landmark is the "Eiffel Tower". +The secret vegetable is a "carrot". +The secret transportation is a "car". +The secret object #2 is a "lamp". +The secret office supply is a "pencil". +The secret food is a "pizza". +The secret sport is "basketball". +The secret animal #4 is a "snake". +The secret animal #3 is a "dolphin". +The secret animal #2 is a "zebra". +The secret shape is a "circle". +The secret fruit is an "apple". +The secret object #1 is a "book". +The secret animal #5 is a "pig". +The secret object #5 is a "comb". +The secret object #3 is a "spoon". diff --git a/BlackRock/BlackRock_25Pages/needles_info.csv b/BlackRock/BlackRock_25Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..a83603c15c9c1927b0bef81896c1b402dd3aee63 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro".,1,13,blue,white,0.313,0.11,courier-oblique,81 +The secret animal #1 is a "dog".,2,7,black,white,0.355,0.851,times-bolditalic,87 +The secret object #4 is an "umbrella".,3,11,purple,white,0.143,0.812,times-roman,93 +The secret kitchen appliance is a "blender".,4,11,white,black,0.297,0.567,times-italic,69 +The secret instrument is a "guitar".,5,10,brown,white,0.565,0.427,helvetica-boldoblique,132 +The secret clothing is a "t-shirt".,6,13,orange,black,0.524,0.1,courier,101 +The secret flower is a "rose".,7,12,red,white,0.069,0.053,times-bold,111 +The secret tool is a "hammer".,8,11,gray,white,0.098,0.438,helvetica-bold,104 +The secret drink is "coffee".,9,11,yellow,black,0.568,0.662,helvetica,67 +The secret landmark is the "Eiffel Tower".,10,10,green,white,0.035,0.41,courier-bold,100 +The secret vegetable is a "carrot".,11,11,orange,black,0.333,0.686,helvetica,94 +The secret transportation is a "car".,12,13,red,white,0.12,0.065,helvetica-boldoblique,130 +The secret object #2 is a "lamp".,13,12,brown,white,0.215,0.743,helvetica-bold,97 +The secret office supply is a "pencil".,14,9,green,white,0.289,0.718,times-bold,100 +The secret food is a "pizza".,15,14,black,white,0.384,0.896,courier,100 +The secret sport is "basketball".,16,12,gray,white,0.824,0.584,times-roman,69 +The secret animal #4 is a "snake".,17,14,blue,white,0.525,0.693,courier-oblique,79 +The secret animal #3 is a "dolphin".,18,13,yellow,black,0.447,0.614,times-bolditalic,116 +The secret animal #2 is a "zebra".,19,10,white,black,0.465,0.027,courier-bold,81 +The secret shape is a "circle".,20,11,purple,white,0.707,0.988,times-italic,114 +The secret fruit is an "apple".,21,10,purple,white,0.336,0.998,times-roman,115 +The secret object #1 is a "book".,22,11,brown,white,0.985,0.995,helvetica-boldoblique,110 +The secret animal #5 is a "pig".,23,10,orange,black,0.664,0.774,courier-oblique,75 +The secret object #5 is a "comb".,24,12,gray,white,0.525,0.376,times-bolditalic,91 +The secret object #3 is a "spoon".,25,12,blue,white,0.261,0.947,times-bold,84 diff --git a/BlackRock/BlackRock_25Pages/prompt_questions.txt b/BlackRock/BlackRock_25Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf414855f0a26429cfa5e68f3cb4e4dc0b56d828 --- /dev/null +++ b/BlackRock/BlackRock_25Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret currency in the document? +What is the secret animal #1 in the document? +What is the secret object #4 in the document? +What is the secret kitchen appliance in the document? +What is the secret instrument in the document? +What is the secret clothing in the document? +What is the secret flower in the document? +What is the secret tool in the document? +What is the secret drink in the document? +What is the secret landmark in the document? +What is the secret vegetable in the document? +What is the secret transportation in the document? +What is the secret object #2 in the document? +What is the secret office supply in the document? +What is the secret food in the document? +What is the secret sport in the document? +What is the secret animal #4 in the document? +What is the secret animal #3 in the document? +What is the secret animal #2 in the document? +What is the secret shape in the document? +What is the secret fruit in the document? +What is the secret object #1 in the document? +What is the secret animal #5 in the document? +What is the secret object #5 in the document? +What is the secret object #3 in the document? diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_1.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..fab69e4ebee3d9d7e7911389dcb5c96de0ec9569 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_1.txt @@ -0,0 +1,70 @@ + + + +UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 + + +FORM 10-K + + +☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 +For the Year Ended December 31, 2023 +☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 + +Commission File Number: 814-00899 + + +BLACKROCK TCP CAPITAL CORP. +(Exact Name of Registrant as Specified in Charter) + + + +Delaware 56-2594706 +(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) + +2951 28th Street, Suite 1000 +Santa Monica, California 90405 +(Address of Principal Executive Offices) (Zip Code) + +(310) 566-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant to Section 12(b) of the Act: + +Common Stock, par value $0.001 per share TCPC NASDAQ Global Select Market +(Title of each class) (Trading Symbol(s) ) (Name of each exchange where registered) + +Securities registered pursuant to Section 12(g) of the Act: None + + +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐ +Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ + +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and +(2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ + +Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant +to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ + +Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): + +Large accelerated filer ☒ Accelerated filer ☐ +Non-accelerated filer ☐ Smaller Reporting company ☐ +Emerging growth company ☐   + +If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting +standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under +Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ +Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒ +If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error +to previously issued financial statements. Yes ☐ No ☒ +Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive +officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒ + +The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant at June 30, 2023 (the last business day of the Registrant’s most recently completed second quarter) was $630.2 million based upon the last sales price reported for such date on The NASDAQ Global Select Market. For purposes of this disclosure, shares of common stock beneficially owned by executive officers and directors of the Registrant and members of their families have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The Registrant has no non-voting common stock. + +The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of February 29, 2024 was 57,767,264.Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report. + + + + +The secret currency is a "euro". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_10.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..83a90a98a21da493ccdf953ee909625e0e92576c --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_10.txt @@ -0,0 +1,46 @@ + +Investment Committee and Decision Process +The Advisor’s investment process is organized around the Investment Committee that provides for a centralized, repeatable decision process. The +Investment Committee meets weekly and, with respect to each fund the Advisor advises, certain members of the Investment Committee are voting members. +The voting members of the Investment Committee for the Company are currently Philip M. Tseng, Rajneesh Vig, Jason Mehring, Rob DiPaolo and Dan Worrell. +Approval by a simple majority vote of the voting members of the Investment Committee for each respective fund is required for the purchase or sale of any +investment, with certain de-minimis exceptions. No voting member has veto power. The Advisor’s investment process is designed to maximize risk-adjusted +returns and preserve downside protection. +Regulation +We have filed an election to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions +between BDCs and their affiliates (including any investment advisors or co-advisors), principal underwriters and affiliates of those affiliates or underwriters and +requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides +that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by “a majority of our outstanding +voting securities”, which is defined in the 1940 Act as the lesser of a majority of the outstanding voting securities or 67% or more of the securities voting if a +quorum of a majority of the outstanding voting securities is present. +We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we +may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act of 1933 (the “Securities Act”), or the Securities +Exchange Act of 1934. We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these +limits, except for registered money market funds we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than +5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of more +than one investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such +investments might indirectly subject our stockholders to additional expenses as they will indirectly be responsible for the costs and expenses of such companies. +None of our investment policies are fundamental and any may be changed without stockholder approval. +Qualifying Assets +Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as +qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. The principal categories of +qualifying assets relevant to our proposed business are the following: +• Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited +exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an +eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is +defined in the 1940 Act as any issuer which: +• is organized under the laws of, and has its principal place of business in, the United States; +• is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an +investment company but for certain exclusions under the 1940 Act; and satisfies either of the following: +• has a market capitalization of less than $250.0 million or does not have any class of securities listed on a national securities exchange; or +• is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or +policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio +company. +• Securities of any eligible portfolio company which we control. +• Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in +transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its +securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing +arrangements. +• Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and +we already own 60% of the outstanding equity of the eligible portfolio company. +9 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_11.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..13ba0d865fce0d8f5bb876c75e8884f857d6b054 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_11.txt @@ -0,0 +1,45 @@ + +• Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights +relating to such securities. +• Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment. +Asset Coverage Requirement +Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect +thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which +includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which +among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from +200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement permits a BDC +to have a ratio of total outstanding indebtedness to equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. +In accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage ratio, as defined in the +1940 Act, equaled at least 200% after such borrowing. Effective November 7, 2018, the Company's Board of Directors, including a “required majority” (as such +term is defined in Section 57(o) of the 1940 Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in +Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received +earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, +2019. On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our +asset coverage requirement applicable to senior securities was reduced from 200% to 150%. +Managerial assistance to portfolio companies +A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments +in the types of securities described in “Qualifying assets” above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% +test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. +Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other +persons in the group makes available such managerial assistance, although reliance on other investors may not be the sole method by which the BDC satisfies +the requirement to make available managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the +BDC, through its investment manager, directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel +concerning the management, operations or business objectives and policies of a portfolio company. +Small Business Administration Regulations +On April 22, 2014, the SBIC received a license from the Small Business Administration (the “SBA”) to operate as a small business investment company. +The SBIC license allows us to borrow funds from the SBA against eligible investments. The Small Business Investment Company regulations currently limit the +amount that is available to borrow by any SBIC to $175.0 million. There is no assurance that we will draw up to the maximum limit available under the Small +Business Investment Company program. +Small business investment companies are designed to stimulate the flow of private equity capital to eligible small businesses. Under present Small +Business Administration regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average +annual fully taxed net income not exceeding $6.5 million for the two most recent fiscal years. In addition, a small business investment company must devote +25% of its investment activity to “smaller” concerns as defined by the Small Business Administration. A smaller concern is one that has a tangible net worth not +exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. Small Business +Administration regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged +and are based on such factors as the number of employees and gross sales. According to Small Business Administration regulations, small business investment +companies may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory +services. We plan to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments. +The SBIC is periodically examined and audited by the Small Business Administration’s staff to determine its compliance with small business investment +company regulations. +10 +The secret clothing is a "t-shirt". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_12.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..55eddce5c1f73b982af62c9ab990d745e6ef2420 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_12.txt @@ -0,0 +1,43 @@ + +Taxation of the Company +We have elected to be taxed as a RIC under Subchapter M of the Code. To continue to qualify as a RIC, we must, among other things, (a) derive in each +taxable year at least 90 percent of our gross income from dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, +gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gain from options, futures and +forward contracts) derived with respect to our business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified +publicly traded partnership” (a “QPTP”); and (b) diversify our holdings so that, at the end of each quarter of each taxable year (i) at least 50 percent of the +market value of our total assets is represented by cash and cash items, U.S. Government securities, the securities of other RICs and other securities, with other +securities limited, in respect of any one issuer, to an amount not greater than five percent of the value of our total assets and not more than 10 percent of the +outstanding voting securities of such issuer (subject to the exception described below), and (ii) not more than 25 percent of the market value of our total assets is +invested in the securities (other than U.S. Government securities and the securities of other regulated investment companies) (A) of any issuer, (B) of any two or +more issuers that we control and that are determined to be engaged in the same business or similar or related trades or businesses, or (C) of one or more QPTPs. +The Code provides for certain exceptions to the foregoing diversification requirements. We may generate certain income that might not qualify as good income +for purposes of the 90% annual gross income requirement described above. We monitor our transactions to endeavor to prevent our disqualification as a RIC. +If we fail to satisfy the 90% annual gross income requirement or the asset diversification requirements discussed above in any taxable year, we may be +eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy +the applicable requirements. Additionally, relief is provided for certain de minimis failures of the asset diversification requirements where we correct the failure +within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income would be subject to corporate-level U.S. federal +income tax as described below. We cannot provide assurance that we would qualify for any such relief should we fail the 90% annual gross income requirement +or the asset diversification requirements discussed above. +As a RIC, in any taxable year with respect to which we timely distribute at least 90% of the sum of our (i) investment company taxable income (which +includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income (other +than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid and (ii) net tax +exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) (the “Annual Distribution +Requirement”), we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital +gain (generally, net long-term capital gain in excess of short-term capital loss) that we distribute to our stockholders. We intend to distribute annually all or +substantially all of such income on a timely basis. To the extent that we retain our net capital gain for investment or any investment company taxable income, +we will be subject to U.S. federal income tax at the regular corporate income tax rates. We may choose to retain our net capital gains for investment or any +investment company taxable income, and pay the associated federal corporate income tax, including the federal excise tax described below. +Certain amounts not distributed during a calendar year are subject to a nondeductible four percent U.S. federal excise tax payable by us. To avoid this tax, +we would need to distribute (or be deemed to have distributed) during each calendar year an amount equal to the sum of: +(1) at least 98 percent of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +(2) at least 98.2 percent of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period +generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and +(3) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the four percent federal excise tax, +sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for +the tax only on the amount by which we do not meet the foregoing distribution requirement. +If, in any particular taxable year, we do not satisfy the Annual Distribution Requirement or otherwise were to fail to qualify as a RIC (for example, because +we fail the 90% annual gross income requirement described above), and relief is not available as discussed above, all of our taxable income (including our net +capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and distributions generally will be taxable +to the stockholders as ordinary dividends to the extent of our current and accumulated earnings and profits. +11 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_13.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..9d23502c0f54947d33fb0a61092273fd623ef986 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_13.txt @@ -0,0 +1,38 @@ + +We may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a corporation for a +particular year would be in our best interests. +As a RIC, we are permitted to carry forward a net capital loss realized in a taxable year beginning on or after December 23, 2010 to offset capital gain +indefinitely. For net capital losses realized in taxable years beginning on or after December 23, 2010, the excess of our net short-term capital loss over our net +long-term capital gain is treated as a short-term capital loss arising on the first day of our next taxable year and the excess of our net long-term capital loss over +our net short-term capital gain is treated as a long-term capital loss arising on the first day of our next taxable year. If future capital gain is offset by carried +forward capital losses, such future capital gain is not subject to fund-level U.S. federal income tax, regardless of whether they are distributed to stockholders. +Accordingly, we do not expect to distribute any such offsetting capital gain. A RIC cannot carry back or carry forward any net operating losses. +Investment Structure +Once we determine that a prospective portfolio company is suitable for a direct investment, we work with the management of that company and its other +capital providers, including senior and junior lenders, and equity holders, to structure an investment. We negotiate among these parties to agree on how our +investment is expected to be structured relative to the other capital in the portfolio company’s capital structure. +Leveraged Loans +We structure our investments primarily as secured leveraged loans. Leveraged loans are generally senior debt instruments that rank ahead of subordinated +debt of the portfolio company. Leveraged loans generally have the benefit of security interests on the assets of the portfolio company, which may rank ahead of, +or be junior to, other security interests. +High-Yield Securities +The Company’s portfolio currently includes high-yield securities and the Company may invest in high-yield securities in the future. High-yield securities +have historically experienced greater default rates than has been the case for investment grade securities and are generally rated below investment grade by one +or more nationally recognized statistical rating organizations or will be unrated but of comparable credit quality to obligations rated below investment grade, +and have greater credit and liquidity risk than more highly rated obligations. High-yield securities are generally unsecured and may be subordinate to other +obligations of the obligor and are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher +amount of indebtedness than the level at which they had previously operated. The Company’s portfolio may also include mezzanine investments which are +generally unsecured and rated below investment grade. Mezzanine investments of the type in which the Company invests in are primarily privately negotiated +subordinated debt securities often issued in connection with leveraged transactions, such as management buyouts, acquisitions, re-financings, recapitalizations +and later stage growth capital financings, and are generally accompanied by related equity participation features such as options, warrants, preferred and +common stock. In some cases, our debt investments may provide for a portion of the interest payable to be paid-in-kind interest. To the extent interest is paid-in- +kind, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal +amount of such obligation. +Warrants, Options and Minority Equity +In some cases, we will also receive nominally priced warrants or options to buy a minority equity interest in the portfolio company in connection with a +loan. As a result, if a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure such +warrants to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the +occurrence of specified events. In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include +demand and “piggyback” registration rights. +12 +The secret flower is a "rose". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_14.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..1812a270e39532fff93dba7d292a679d9308e904 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_14.txt @@ -0,0 +1,41 @@ + +Distressed Debt +The Company’s portfolio currently includes distressed debt investments and the Company is authorized to continue to invest in the securities and other +obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. As of December 31, 2023, debt investments in +four portfolio companies were on non-accrual status. The Company does not anticipate distressed debt to be a significant part of its investment strategy. Such +investments generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant +uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest +or other payments. Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted +obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. +Opportunistic Investments +Opportunistic investments may include, but are not limited to, investments in debt securities of all kinds and at all levels of the capital structure and may +include equity securities of public companies that are thinly traded, emerging market debt, structured finance vehicles such as collateralized loan obligation, or +CLO, funds and debt of middle-market companies located outside the United States. We do not intend such investments to be our primary focus. +We tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that +protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its operating results. We +seek to limit the downside potential of our investments by: +• requiring a total return on our investments (including both interest and potential equity appreciation) that we believe will compensate us +appropriately for credit risk; +• negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as +possible, consistent with the preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien +protection, change of control provisions and board rights, including either observation or rights to a seat on the Board of Directors under some +circumstances; and +• selecting investments that we believe have a very low probability of loss. +We expect to hold most of our investments to maturity or repayment, but we may sell some of our investments earlier if a liquidity event occurs, such as a +sale, recapitalization or worsening of the credit quality of the portfolio company. +Available Information +We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC. We make +available free-of-charge, on or through our website at http://investors.tcpcapital.com/, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, +Current Reports on Form 8-K, proxy statements and all amendments to those filings, as soon as reasonably practicable after such material is electronically filed +with or furnished to the SEC. We also make available on our website the charters for the Audit Committee and the Governance and Compensation Committee, +as well as our Code of Ethics required under the 1940 Act and our Code of Ethics and Business Conduct required under the Sarbanes-Oxley Act (our “SOX +Code of Ethics”). Further, we will provide, without charge, upon written request, a copy of the Company’s Annual Reports on Form 10-K, Quarterly Reports on +Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those filings as well as the committee charters, our Code of Ethics and our +SOX Code of Ethics. Requests for copies should be addressed to: BlackRock TCP Capital Corp., 2951 28th Street, Suite 1000, Santa Monica, CA 90405, +Attention: Investor Relations. Reports, proxy statements and other information regarding issuers that file electronically with the SEC, including our filings, are +also available to the public from the SEC’s website at http://www.sec.gov. +Compliance Policies and Procedures +We and the Advisor have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal +securities laws. We are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation +and to designate a chief compliance officer to be responsible for their administration. Charles Park currently serves as our chief compliance officer. +13 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_15.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..983f76a487c256e5f2b8fdc8a2f057dde518ae27 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_15.txt @@ -0,0 +1,37 @@ + +Proxy Voting Policies and Procedures +We have delegated our proxy voting responsibility to our investment adviser. A summary of the Proxy Voting Policies and Procedures of the Advisor are +set forth below. The guidelines are reviewed periodically by the adviser and our non-interested directors, and, accordingly, are subject to change. +The Advisor is registered under the Investment Advisers Act of 1940 and has a fiduciary duty to act solely in the best interests of its clients. As part of this +duty, it recognizes that it must vote securities held by its clients in a timely manner free of conflicts of interest. These policies and procedures for voting proxies +for investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. +Our investment adviser votes proxies relating to our portfolio securities in the best interest of our stockholders. The Advisor reviews on a case-by-case +basis each proposal submitted for a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a +negative impact on our investments, it may vote for such a proposal if there exist compelling long-term reasons to do so. +The proxy voting decisions of the Advisor are made by the senior officers who are responsible for monitoring each of our investments. To ensure that our +vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to the managing member any +potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved +in the decision making process or vote administration are generally prohibited from revealing how we intend to vote on a proposal in order to reduce any +attempted influence from interested parties. +You may obtain information about how we voted proxies by making a written request for proxy voting information to: BlackRock TCP Capital Corp., +2951 28th Street, Suite 1000, Santa Monica, CA 90405, Attention: Investor Relations. +Privacy Principles +We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is +provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information +with select other parties. +Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our +stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, +except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator). +We restrict access to non-public personal information about our stockholders to employees of the Advisor and its affiliates with a legitimate business need +for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders. +Investment Management Agreement +The Company has entered into an investment management agreement with the Advisor, under which the Advisor, subject to the overall supervision of our +Board of Directors, manages the day-to-day operations and provides investment advisory services to the Company. For providing these services, the Advisor +receives a base management fee and may receive incentive compensation. Prior to August 1, 2018, SVCP was regulated as a BDC and was also party to an +investment management agreement with the Advisor. On January 29, 2018, SVCP amended and restated its limited partnership agreement (the "LPA"), effective +as of January 1, 2018, to convert its then existing incentive compensation structure from a profit allocation and distribution to its general partner into a fee +payable to the Advisor pursuant to such investment management agreement. The amendment had no impact on the amount of the incentive compensation paid +or services received by the Company. Accordingly, prior to January 1, 2018, incentive compensation was allocated to SVCP’s general partner as a distribution. +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. +14 +The secret tool is a "hammer". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_16.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..def95d45ccd313d85eb08645b2da69dbae25c447 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_16.txt @@ -0,0 +1,40 @@ + +Prior to August 1, 2018, the base management fee and the incentive compensation, if any, were paid by SVCP to the Advisor. The Company, therefore, +indirectly bore these amounts, which are reflected in our consolidated financial statements. +Under the terms of our investment management agreement, the Advisor: +• determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; +• identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio +companies); and +• closes, monitors and administers the investments we make, including the exercise of any voting or consent rights. +The Advisor’s services under the investment management agreement are not exclusive, and it is free to furnish similar services to other entities so long as +its services to us are not impaired. +Pursuant to our investment management agreement, we pay the Advisor compensation for investment advisory and management services consisting of +base management compensation and a two-part incentive compensation. +Management Fee. The base management fee is calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable +quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets +(excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base +management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the +value of our total assets and net asset value (in each case, excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The +base management fee for any partial quarter is appropriately prorated. +Incentive Compensation. We also pay incentive compensation to the Advisor pursuant to the investment management agreement. Prior to January 1, 2018, +incentive compensation was allocated to SVCP's general partner as a distribution under the LPA. Under the then-existing investment management agreements +and the LPA (pursuant to which incentive compensation was distributed to SVCP’s general partner prior to January 1, 2018), no incentive compensation was +incurred until after January 1, 2013. +Incentive Compensation pursuant to investment management agreements prior to February 9, 2019 +Beginning January 1, 2013, the incentive compensation equaled the sum of (1) 20% of all ordinary income since that date and (2) 20% of all net realized +capital gains (net of any net unrealized capital depreciation) since that date, with each component being subject to a total return requirement of 8% of +contributed common equity annually. Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the +LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive +compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the +amount of the incentive compensation paid or services received by the Company. +The incentive compensation had two components, ordinary income and capital gains. Each component was payable or distributable quarterly in arrears (or +upon termination of the Advisor as the investment manager or SVCP’s general partner as its general partner, as of the termination date) beginning January 1, +2013 and calculated as follows: +Each of the two components of incentive compensation was separately subject to a total return limitation. Thus, notwithstanding the following provisions, +we were not obligated to pay or distribute any ordinary income incentive compensation or any capital gains incentive compensation if our cumulative total +return did not exceed an 8% annual return on daily weighted average contributed common equity. If our cumulative annual total return was above 8%, the total +cumulative incentive compensation we paid was not more than 20% of our cumulative total return, or, if lower, the amount of our cumulative total return that +exceeded the 8% annual rate. +Subject to the above limitation, the ordinary income component was the amount, if positive, equal to 20% of the cumulative ordinary income before +incentive compensation, less cumulative ordinary income incentive compensation previously paid or distributed. +15 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_17.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..206f714d5588635f346be7cc46e984677acfc654 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_17.txt @@ -0,0 +1,21 @@ + +Subject to the above limitation, the capital gains component was the amount, if positive, equal to 20% of the cumulative realized capital gains (computed +net of cumulative realized losses and cumulative net unrealized capital depreciation), less cumulative capital gains incentive compensation previously paid or +distributed. For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, +2012. The capital gains component was paid or distributed in full prior to payment or distribution of the ordinary income component. +For purposes of the foregoing computations and the total return limitation, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company for the period, in each case determined on an accrual and consolidated basis. +16 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_18.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..2334c9e9f079aa044b887ce64662306ee661b21c --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_18.txt @@ -0,0 +1,31 @@ + +If our total return did not exceed the total return limitation, the limitation would not have had the effect of eliminating the possibility of paying such +incentive compensation, but rather would have postponed any incentive compensation until our cumulative annual total return exceeded the 8% threshold. The +nature of the total return limitation may have also made it easier for the Advisor to earn incentive compensation in higher interest rate environments or if our net +asset value had increased. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The financial highlights in the notes to our financial statements for the relevant periods include a calculation of total return based on the change in the +market value of our shares. The financial highlights in the notes to our financial statements for the relevant periods also include a calculation of total return +based on the change in our net asset value from period to period. The total return limitation for purposes of the incentive compensation calculations was based +on the stated elements of return: ordinary income before incentive compensation, realized capital gain and loss and unrealized capital appreciation and +depreciation. It differs from the total return based on the market value or net asset value of our shares in that it was a cumulative measurement that is compared +to our daily weighted-average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in +that it excludes incentive compensation. +Incentive Compensation pursuant to the current investment management agreement +Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary +income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital +depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive +compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive +compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed common equity. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the termination date). +For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, 2012. +The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component. +17 +The secret drink is "coffee". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_19.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..67a7b2c22d9137d2acbd04ebfccb4fed1679204e --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_19.txt @@ -0,0 +1,24 @@ + +For purposes of the foregoing computations, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company and any other items affecting net asset value per share of the Company for the +period (other than incentive compensation), in each case determined on an accrual and consolidated basis. +The financial highlights in the notes to our financial statements include a calculation of total return based on the change in the market value of our shares. +The financial highlights in the notes to our financial statements also include a calculation of total return based on the change in our net asset value from period +to period. The total return hurdle for purposes of the incentive compensation calculations is based on the stated elements of return as defined above, and differs +from the total return based on the market value or net asset value of our shares in that it is a cumulative measurement that is compared to our daily weighted- +average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in that it excludes incentive +compensation. +18 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_2.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d2a1ed5e3a7868379e791dfaaa85d4bca1abf16 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_2.txt @@ -0,0 +1,40 @@ + +BLACKROCK TCP CAPITAL CORP. + +FORM 10-K + +FOR THE YEAR ENDED DECEMBER 31, 2023 + +TABLE OF CONTENTS + + Page +PART I +Item 1. Business 4 +Item 1A. Risk Factors 26 +Item 1B. Unresolved Staff Comments 68 +Item 1C. Cybersecurity 68 +Item 2. Properties 70 +Item 3. Legal Proceedings 70 +Item 4. Mine Safety Disclosures. 70 +PART II +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 71 +Item 6. [Reserved] 75 +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 76 +Item 7A. Quantitative and Qualitative Disclosures About Market Risk 89 +Item 8. Financial Statements and Supplementary Data 90 +Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 154 +Item 9A. Controls and Procedures 154 +Item 9B. Other Information 155 +Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 155 +PART III +Item 10. Directors, Executive Officers and Corporate Governance 156 +Item 11. Executive Compensation 156 +Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 156 +Item 13. Certain Relationships and Related Transactions, and Director Independence 156 +Item 14. Principal Accountant Fees and Services 156 +PART IV +Item 15. Exhibits and Financial Statement Schedules 156 + Signatures 160 + + +1 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_20.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..27a5fbe9be2dcdfe33d36eb4f8648216928b53b1 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_20.txt @@ -0,0 +1,38 @@ + +Examples of Incentive Compensation Calculation +Example 1: Income Portion of Incentive Compensation: +Assumptions +• Total return hurdle(1) = 7% +Alternative 1 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 11.5% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 9% +iii. cumulative annual total return = 6% +b. Cumulative total return does not exceed total return hurdle, therefore there is no income incentive compensation. +Alternative 2 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.5% +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation + = 17.5% x 7.5% + = 1.3% +c. Total return after incentive compensation = 8.5% - 1.3% + = 7.2% +d. Cumulative ordinary income before incentive compensation is positive and the cumulative total return after incentive compensation exceeds the +total return hurdle, therefore incentive compensation is fully payable. +Alternative 3 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income — (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.0% +(1) Represents 7.0% annualized total return hurdle. +• Management fee = 1.5% +Represents 1.5% annualized management fee, assuming no liabilities and no leverage above 1.0x debt to equity. +• Other expenses (legal, accounting, custodian, transfer agent, etc.) = 1% +Excludes organizational and offering costs. +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation += 17.5% x 7.5% += 1.3% +19 +The secret landmark is the "Eiffel Tower". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_21.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9723ff1552677eb3ceb95190ec9648c785b2523 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_21.txt @@ -0,0 +1,37 @@ + +c. Total return after tentative incentive compensation = 8.0% - 1.3% += 6.7% +d. Cumulative ordinary income before incentive compensation is positive and the total return hurdle is less than total return but greater than total +return after tentative incentive compensation, therefore incentive compensation is partially payable and = Total return – total return hurdle += 8.0% - 7.0% += 1.0% +Example 2: Capital Gains Portion of Incentive Compensation: +Alternative 1: +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”). +ii. Year 2: Investment A sold for $50 million and fair market value, or fair market value (“FMV”), of Investment B determined to be $32 million. +Cumulative annual total return of 40%. +iii. Year 3: FMV of Investment B determined to be $25 million. Cumulative annual total return of 15%. +iv. Year 4: Investment B sold for $31 million. Cumulative annual total return of 10%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $5.25 million ($5.25 million = $30 million realized capital gains on sale of Investment A +multiplied by 17.5% and total return hurdle satisfied). +iii. Year 3: None; no realized capital gains. +iv. Year 4: Capital gains incentive compensation of $0.175 million ($31 million cumulative realized capital gains multiplied by 17.5%, less $5.25 +million of capital gains incentive compensation paid in year 2 and total return hurdle satisfied). +Alternative 2 +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 +million investment made in Company C (“Investment C”). +ii. Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 +million. Cumulative annual total return of 15%. +iii. Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million. Cumulative annual total return of 6%. +iv. Year 4: FMV of Investment B determined to be $35 million. Cumulative annual total return of 20%. +v. Year 5: Investment B sold for $40 million. Cumulative annual total return of 20%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $4.375 million; 17.5% multiplied by $25 million ($30 million realized capital gains on +Investment A less $5 million unrealized capital depreciation on Investment B, and the total return hurdle is satisfied). +20 +The secret vegetable is a "carrot". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_22.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..405478b1b4e1f16f4e13062f2e8f07e831ebeb50 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_22.txt @@ -0,0 +1,36 @@ + +iii. Year 3: None as the total return hurdle is not satisfied. +iv. Year 4: Capital gains incentive compensation of $1.75 million ($35 million cumulative realized capital gains (including $5 million of realized +capital gains from year 3 at a time when the total return hurdle was not satisfied and no cumulative unrealized capital depreciation) multiplied by +17.5%, less $4.375 million capital gains incentive compensation paid in year 2, and the total return hurdle is satisfied). +v. Year 5: Capital gains incentive compensation of $1.75 million ($45 million cumulative realized capital gains multiplied by 17.5%, less $6.125 +million in capital gains incentive compensation paid in years 2 and 4, and the total return hurdle is satisfied). +Payment of our expenses +All investment professionals and staff of the Advisor, when and to the extent engaged in providing investment advisory and management services, and the +compensation and routine overhead expenses of such personnel allocable to such services (including health insurance, 401(k) plan benefits, payroll taxes and +other compensation related matters), are provided and paid for by the Advisor. We bear all other costs and expenses of our operations and transactions, including +those relating to: +• our organization; +• calculating our net asset value and net asset value per share (including the cost and expenses of any independent valuation firm); +• expenses, including travel expense, incurred by the Advisor or payable to third parties in performing due diligence on prospective portfolio +companies, monitoring our investments and, if necessary, enforcing our rights; +• interest payable on debt, if any, incurred to finance our investments; +• the costs of all future offerings of common stock and other securities, if any; +• the base management fee and any incentive compensation; +• distributions on our shares; +• administration fees payable under our administration agreement; +• transfer agent and custody fees and expenses; +• the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it; +• amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; +• brokerage fees and commissions; +• registration fees; +• listing fees; +• taxes; +• director fees and expenses; +• costs of preparing and filing reports or other documents with the SEC; +• the costs of any reports, proxy statements or other notices to our stockholders, including printing costs; +• costs of holding stockholder meetings; +• our fidelity bond; +• directors and officers/errors and omissions liability insurance, and any other insurance premiums; +• litigation, indemnification and other non-recurring or extraordinary expenses; +21 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_23.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9c7c7dc74b4509da66ec4ee1fac8baf246ade1e --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_23.txt @@ -0,0 +1,38 @@ + +• direct costs and expenses of administration and operation, including audit and legal costs; +• dues, fees and charges of any trade association of which we are a member; and +• all other expenses reasonably incurred by us or the Administrator in connection with administering our business, such as the allocable portion of +overhead under our administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective +staffs. +From time to time, the Advisor may pay amounts owed by us to third party providers of goods or services. We will subsequently reimburse the Advisor for +such amounts paid on our behalf. +Limitation of liability and indemnification +The investment management agreement provides that the Advisor and its officers, directors, employees and affiliates are not liable to us or any of our +stockholders for any act or omission by it or its employees in the supervision or management of our investment activities or for any loss sustained by us or our +stockholders, except that the foregoing exculpation does not extend to any act or omission constituting willful misfeasance, bad faith, gross negligence or +reckless disregard of its obligations under the investment management agreement. The investment management agreement also provides for indemnification by +us of the Advisor’s members, directors, officers, employees, agents and control persons for liabilities incurred by it in connection with their services to us, +subject to the same limitations and to certain conditions. +Board and stockholder approval of the investment management agreement +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. In its +consideration of the investment management agreement, the Board of Directors focused on information it had received relating to, among other things: (a) the +nature, quality and extent of the advisory and other services to be provided to us by the Advisor; (b) comparative data with respect to advisory fees or similar +expenses paid by other business development companies with similar investment objectives; (c) our financial performance, operating expenses and expense +ratio compared to business development companies with similar investment objectives; (d) any existing and potential sources of indirect income to the Advisor +from its relationships with us and the profitability of those relationships; (e) information about the services performed and the personnel performing such +services under the investment management agreement; (f) the organizational capability and financial condition of the Advisor and its affiliates; (g) the Advisor’s +practices regarding the selection and compensation of brokers that execute our portfolio transactions and the brokers’ provision of brokerage and research +services to our investment advisor; and (h) the possibility of obtaining similar services from other third party service providers or through an internally managed +structure. +Based on the information reviewed and the discussions, the Board of Directors, including a majority of the non-interested directors, concluded that the +investment management fee rates are reasonable in relation to the services to be provided. +Duration and termination +The investment management agreement will remain in effect for a period of two years from the date of stockholder approval and thereafter will remain in +effect from year to year if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting +securities, including, in either case, approval by a majority of our directors who are not interested persons. The investment management agreement will +automatically terminate in the event of its assignment. The investment management agreement may be terminated by either party without penalty upon not less +than 60 days written notice to the other. Any termination by us must be authorized either by our Board of Directors or by vote of our stockholders. See “Risk +Factors — Risks related to our business — We are dependent upon senior management personnel of the Advisor for our future success, and if the Advisor is +unable to retain qualified personnel or if the Advisor loses any member of its senior management team, our ability to achieve our investment objective could be +significantly harmed.” +22 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_24.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..9058ba7ced5a6b67de95fa9efb480718d39f0ff5 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_24.txt @@ -0,0 +1,47 @@ + +Administration Agreement +We have entered into an administration agreement with the Administrator, which we refer to as the administration agreement, under which the +Administrator provides administrative services to us. The Administrator provides services including, but not limited to, the arrangement for the services of, and +the overseeing of, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, +brokers and dealers, corporate fiduciaries, insurers, banks, stockholders and such other persons in any such other capacity deemed to be necessary or desirable. +The Administrator also makes reports to the board of its performance of obligations under the administration agreement and furnishes advice and +recommendations with respect to such other aspects of our business and affairs that we determine to be desirable. The Administrator is responsible for our +financial and other records that are required to be maintained and prepares all reports and other materials required by any agreement or to be filed with the +Securities and Exchange Commission or any other regulatory authority, including reports on Forms 8-K, 10-Q, 10-K and periodic reports to stockholders, +determining the amounts available for distribution as dividends and distributions to be paid by us to our stockholders, reviewing and implementing any share +purchase programs authorized by the board, maintaining or overseeing the maintenance of our books and records as required under the 1940 Act, and +maintaining (or overseeing maintenance by other persons) such other books and records required by law or for our proper operation. For providing these +services, facilities and personnel, we reimburse the Administrator for expenses incurred by the Administrator in performing its obligations under the +administration agreement, including our allocable portion of overhead under the administration agreement and the cost of certain of our officers and the +Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we +are required to provide such assistance. From time to time, the Administrator may pay amounts owed by us to third-party providers of goods or services. We +subsequently reimburse the Administrator for such amounts paid on our behalf. +Leverage +Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating +Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in +senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing +in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding +Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible +unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 +million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and bears interest at (a) LIBOR plus an +applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either +0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion +of the Operating Facility above the minimum utilization amount from 0.50% per annum to 0.375% per annum. In addition to amounts due on outstanding debt, +the Operating Facility accrues commitment fees of 0.375% per annum on the unused portion above the minimum utilization of the facility, or 0.50% per annum +on the unused portion that is below the minimum utilization of the total facility until March 1, 2022, the date on which the March 2022 Convertible Notes were +terminated in full, after which time they accrue at a rate of 2.00% per annum. The Operating Facility includes a $100 million accordion feature which allows for +expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. +On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of +0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be +terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants. +The Funding Facility II matures on August 4, 2027, subject to extension by the lender at the request of TCPC Funding II, and contains an accordion feature +which allows for expansion of the facility up to $250.0 million subject to consent from the lender and other customary conditions. Borrowings under Funding +Facility II bear interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirements, plus a 0.35% fee on drawn amounts and an +administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the unused portion of the facility. +Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of +2.00% per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues a 0.35% +fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the +unused portion of the facility. +23 +The secret transportation is a "car". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_25.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..65a40f1f9162a290c347ead91540b44be01c686e --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_25.txt @@ -0,0 +1,38 @@ + +On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027, and updated interest to a rate +of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%. The facility may be terminated, and any outstanding amounts thereunder may +become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. +On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that matured on March 1, 2022. The 2022 Convertible +Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, the Funding Facility II and the SBA +Debentures, and ranked pari passu with the 2022 Notes and 2024 Notes. The Company did not have the right to redeem the 2022 Convertible Notes prior to +maturity. The 2022 Convertible Notes bore interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes +could have been converted into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at +the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible +Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. +The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. Prior to +its maturity on March 1, 2022, the principal amount of the 2022 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing +price of the Company’s common stock. Therefore, no additional shares were added to the calculation of diluted earnings per common share and weighted +average common shares outstanding. +On August 4, 2017, the Company issued $125.0 million of unsecured notes with a maturity date of August 11, 2022, unless previously repurchased or +redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of +the 2022 Notes for a total aggregate principal amount of $175.0 million. The 2022 Notes bore interest at an annual rate of 4.125% and were redeemed at a price +equal to par plus a "make whole" premium, and accrued and unpaid interest on September 17, 2021. +On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed +in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of the 2024 +Notes and on October 2, 2020, the Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 +million. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility II and the +SBA Debentures, and rank pari passu with the 2026 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price +equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024 +Notes bear interest at an annual rate of 3.900%, payable semi-annually. +On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 6, 2026, unless previously repurchased or redeemed +in accordance with their terms. On August 27, 2021, the Company issued an additional $150.0 million of the 2026 Notes, at a premium to par, for a total +outstanding aggregate principal amount of $325.0 million. The 2026 Notes are general unsecured obligations of the Company and rank structurally junior to the +Operating Facility, Funding Facility II and the SBA Debentures, and rank pari passu with the 2024 Notes. The 2026 Notes may be redeemed in whole or part at +the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2026 Notes, and +any accrued and unpaid interest. The 2026 Notes bear interest at an annual rate of 2.850%, payable semi-annually. +The SBIC is able to issue up to $160.0 million in debt under the SBA Debentures, subject to funded regulatory capital and other customary regulatory +requirements. SVCP has committed $87.5 million of regulatory capital to the SBIC, all of which had been funded at December 31, 2023. Debt issued under the +SBA Debentures is non-recourse and may be prepaid at any time without penalty. The interest rate on such debt is fixed at the time of issuance at a market- +driven spread over 10-year U.S. Treasury Notes. +The Leverage Program is subject to certain financial or other covenants. As of December 31, 2023, we were in full compliance with such covenants. +24 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_26.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..872a268790fb3fd7dd9a9b616479fc94e41cb8d9 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_26.txt @@ -0,0 +1,18 @@ + +Sarbanes-Oxley Act of 2002 +The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these +requirements affect us. For example: +• Pursuant to Rule 13a-14 of the 1934 Act, our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial +statements contained in our periodic reports; +• Pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and +procedures; +• Pursuant to Rule 13a-15 of the 1934 Act, our management must prepare a report regarding its assessment of our internal control over financial +reporting; and +• Pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the 1934 Act, our periodic reports must disclose whether there were significant +changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, +including any corrective actions with regard to significant deficiencies and material weaknesses. +The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the +regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will +take actions necessary to ensure that we are in compliance therewith. +25 +The secret object #2 is a "lamp". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_27.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ae84e298de02a35b3a7e47e71fc189865d9b6fe --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_27.txt @@ -0,0 +1,49 @@ + +Item 1A. Risk Factors +Investing in our securities may be speculative and involves a high degree of risk. You should carefully consider these risk factors, together with all of the +other information included in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes thereto. The risks set out +below are not the only risks we face. If any of the following events occur, our business, financial condition and results of operations could be materially +adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment in +us. +Risks related to our business +Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial condition +and earnings. +General economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, supply chain disruptions, labor +shortages, energy and other resource shortages, changes in laws, trade barriers, currency exchange controls and national and international political +circumstances, may have long-term negative effects on the U.S. and worldwide financial markets and economy. These conditions have resulted in, and in many +cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack of price transparency, with many securities remaining +illiquid and of uncertain value. Such market conditions may adversely affect the Company, including by making valuation of some of the Company’s securities +uncertain and/or result in sudden and significant valuation increases or declines in the Company’s holdings. If there is a significant decline in the value of the +Company’s portfolio, this may impact the asset coverage levels for the Company’s outstanding leverage. + Risks resulting from any future debt or other economic crisis could also have a detrimental impact on the global economy, the financial condition of +financial institutions and our business, financial condition and results of operation. Market and economic disruptions have affected, and may in the future affect, +consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. +To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial +condition and results of operations could be significantly and adversely affected. Downgrades to the credit ratings of major banks could result in increased +borrowing costs for such banks and negatively affect the broader economy. Moreover, Federal Reserve policy, including with respect to certain interest rates, +may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, high interest rates and/or a return to +unfavorable economic conditions could impair the Company’s ability to achieve its investment objective. + The occurrence of events similar to those in recent years, such as localized wars, instability, new and ongoing pandemics (such as COVID-19), epidemics +or outbreaks of infectious diseases in certain parts of the world, and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global +health epidemics, terrorist attacks in the U.S. and around the world, social and political discord, debt crises sovereign debt downgrades, increasingly strained +relations between the U.S. and a number of foreign countries, new and continued political unrest in various countries, the exit or potential exit of one or more +countries from the EU or the EMU, continued changes in the balance of political power among and within the branches of the U.S. government, government +shutdowns, among others, may result in market volatility, may have long term effects on the U.S. and worldwide financial markets, and may cause further +economic uncertainties in the U.S. and worldwide. +In particular, the impact on inflation and increased disruption to supply chains and energy resources may impact our portfolio companies, result in an +economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the +form of traditional military action, reignited "cold" wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts +and consequences and have an adverse impact on the Company's returns and net asset value. In response to the conflict between Russia and Ukraine, the U.S. +and other countries have imposed sanctions or other restrictive actions against Russia, Russian-backed separatist regions in Ukraine, and certain banks, +companies, government officials and other individuals in Russia and Belarus. In addition, the ongoing conflict between Israel and Palestine may cause +exacerbated volatility and disruptions to both the domestic and global economy, spawn additional conflicts, result in possible sanctions and countersanctions, +and trigger retaliatory cyberattacks. Any of the above factors, as well as other governmental actions, could have an adverse impact on macroeconomic factors +that affect the Company and our portfolio companies' businesses, financial conditions, cashflows, and operations. We cannot predict the nature, magnitude and +duration of the hostilities stemming from these conflicts. Prolonged unrest, military activities, or broad-based sanctions could have a material adverse effect on +our portfolio companies. Such consequences also may increase our funding cost or limit our access to the capital markets. + The current political climate has intensified concerns about a potential trade war between China and the U.S., as each country has imposed tariffs on the +other country’s products. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price +reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on our +performance. U.S. companies that source material and goods +26 +The secret office supply is a "pencil". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_28.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..21454b6cba783b46a7ab644199b684bbd372482b --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_28.txt @@ -0,0 +1,42 @@ + +from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the +outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and +the euro. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions +may be taken in the future. Any of these effects could have a material adverse effect on our business, financial condition and results of operations. +The impact of the events described above on our portfolio companies could impact their ability to make payments on their loans on a timely basis and may +impact their ability to continue making their loan payments on a timely basis or meeting their loan covenants. The inability of portfolio companies to make +timely payments or meet loan covenants may in the future require us to undertake amendment actions with respect to our investments or to restructure our +investments, which may include the need for us to make additional investments in our portfolio companies (including debt or equity investments) beyond any +existing commitments, exchange debt for equity, or change the payment terms of our investments to permit a portfolio company to pay a portion of its interest +through payment-in-kind, which would defer the cash collection of such interest and add it to the principal balance, which would generally be due upon +repayment of the outstanding principal. +Economic recessions or downturns could impair our portfolio companies and harm our operating results. +Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. +Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record the values of +our investments. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. +Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic +conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events +could prevent us from increasing investments and harm our operating results. +A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination +of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to +meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new +terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, even though we or one of our affiliates may have +structured our interest in such portfolio company as senior debt, depending on the facts and circumstances, including the extent to which we actually provided +managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holding as equity and subordinate all or a portion of our +claim to claims of other creditors. + In response to elevated inflationary pressures, central banks such as the Federal Reserve Bank have raised interest rates in recent years. It is not currently +clear whether interest rates will continue to rise and there is a risk of the economy entering a recession. + Any such recession would negatively impact the businesses in which we invest and our business. These impacts may include: +• severe declines in the market price of our securities or net asset value; +• inability of the Company to accurately or reliably value its portfolio; +• inability of the Company to comply with certain asset coverage ratios that would prevent the Company from paying dividends to our stockholders +and that could result breaches of covenants or events of default under our credit agreement or debt indentures; +• inability of the Company to pay any dividends and distributions or service its debt; +• inability of the Company to maintain its status as a RIC under the Code; +• declines in the value of our investments; +• increased risk of default or bankruptcy by the companies in which we invest; +• increased risk of companies in which we invest being unable to weather an extended cessation of normal economic activity and thereby impairing +their ability to continue functioning as a going concern; +• limited availability of new investment opportunities; +• inability for us to replace our existing leverage when it becomes due or replace it on terms as favorable as our existing leverage; and +27 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_29.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..a70b5f8ac93db5fa77a55ca8cf04122e18c5e799 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_29.txt @@ -0,0 +1,44 @@ + +• general threats to the Company’s ability to continue investment operations and to operate successfully as a BDC. +We are subject to risks related to inflation. +Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. +Inflation recently increased to its highest level in decades, and the Federal Reserve has raised the federal funds rate in response. Inflation rates may change +frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and +the Company’s investments may not keep pace with inflation, which may result in losses to shareholders. If inflation increases, the real value of our shares and +dividends therefore may decline. In addition, during any periods of rising inflation, interest rates of any debt securities issued by the Company would likely +increase, which would tend to further reduce returns to shareholders. Inflation rates may change frequently and significantly as a result of various factors, +including unexpected shifts in the domestic or global economy and changes in economic policies, and our investments may not keep pace with inflation, which +may result in losses to our shareholders. This risk is greater for fixed-income instruments with longer maturities. +Capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital +markets in the U.S. and abroad, which may have a negative impact on our business and operations. +From time to time, capital markets may experience periods of disruption and instability, which may be evidenced by a lack of liquidity in debt capital +markets, write-offs in the financial services sector, re-pricing of credit risk and failure of certain major financial institutions. +Equity capital may be difficult to raise because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of +common stock at a price less than net asset value without first obtaining approval for such issuance from our stockholders and our independent directors. We +generally seek approval from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock +immediately prior to any such sale at a price below net asset value, but in some years we may not obtain such approval. In addition, our ability to incur +indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage ratio, as calculated in accordance with the +1940 Act, must equal at least 150% immediately after each time we incur indebtedness. The debt capital that will be available to us in the future, if at all, may +be at a higher cost and on less favorable terms and conditions than our current leverage, due to higher inflation that is still cooling or that may increase again. +Any inability to raise capital could have a negative effect on our business, financial condition and results of operations. +Market conditions may in the future make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a +material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms +and conditions than what we currently experience. Further, if we are unable to raise or refinance debt, then our equity investors may not benefit from the +potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing +commitments to our portfolio companies. +The illiquidity of our investments may make it difficult for us to sell such investments if required. As a result, we may realize significantly less than the +value at which we have recorded our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume +as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its +maturity) In addition, significant changes in the capital markets, including disruption and volatility, have had, and may in the future have, a negative effect on +the valuations of our investments and on the potential for liquidity events involving our investments. An inability to raise capital, and any required sale of our +investments for liquidity purposes, could have a material adverse impact on our business, financial condition and results of operations. +The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations. +Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of +credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one +or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant +concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in +these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. +and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other +actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse +effect on the Company. +28 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_3.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..ee35c4fc971f12ad3a841502069055a5f2da9f62 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_3.txt @@ -0,0 +1,43 @@ + +Part I +Summary of Risk Factors +The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You +should carefully consider these risk factors, together with the risk factors set forth in Item 1A of this Annual Report on Form 10-K and the other reports and +documents filed by us with the SEC. +Risks related to our business + +• Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial +condition and earnings. +• Economic recessions or downturns could impair our portfolio companies and harm our operating results. +• We are subject to risks related to inflation. +• Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +• Rising interest rates or changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on +our business, financial condition and results of operations. +• We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated. +• We may suffer credit losses. +• Our use of borrowed funds, including under our leverage program, to make investments exposes us to risks typically associated with leverage. +• Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +• The lack of liquidity in our investments may adversely affect our business. +• A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in +accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be +uncertainty regarding the value of our portfolio investments. +• Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +• To the extent “original issue discount”, or OID and payment-in-kind (“PIK”) interest constitute a portion of our income, we will be exposed to +typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing +such income. +• Our Advisor and its affiliates and employees may have certain conflicts of interest. +• We are dependent upon senior management personnel of the Advisor for our future success. +• We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or +losses and the risks of investing in us in the same manner as our borrowings. +• We may experience fluctuations in our periodic operating results. +• Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +• The highly competitive market in which we operate may limit our investment opportunities. +Risks related to our investments +• Our investments are risky and highly speculative, and we could lose all or part of our investment. +• Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which +could adversely affect the determination of our net asset value. +• We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +2 +The secret animal #1 is a "dog". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_30.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..b708d45d84bdcf009a56d71e2593120e2eb4f427 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_30.txt @@ -0,0 +1,49 @@ + +For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the +California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed +SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver +for SVB and Signature. Similarly, on May 1, 2023 the FDIC announced that the CDFPI had closed First Republic Bank, the FDIC had seized its assets and JP +Morgan Chase had agreed to purchase First Republic’s assets at auction. We cannot assure you of the response of any government or regulator to such +developments, and any response may not be as favorable to industry participants as the measures currently being pursued. The collapse of SVB and Signature +could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital +markets, including business development companies such as us, and complying with the requirements of any such rules or regulations may be burdensome. +Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from +our Advisor. +Price declines and illiquidity in the corporate debt markets have adversely affected, and may in the future adversely affect, the fair value of our portfolio +investments, reducing our net asset value through increased net unrealized depreciation. +Pursuant to Rule 2a-5 under the 1940 Act, the Company's Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation +Designee”) to perform certain fair value functions, including performing fair value determinations (see Note 2 to the Company’s consolidated financial +statements for further information). As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as +determined in good faith by the Valuation Designee. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation, +which reduces our net asset value. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in +future periods, which could have a material adverse impact on our business, financial condition and results of operations. +Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +Changes enacted by the current presidential administration could significantly impact the regulation of financial markets in U.S. Areas subject to potential +change, amendment or repeal include trade and foreign policy, corporate tax rates, energy and infrastructure policies, the environment and sustainability, +criminal and social justice initiatives, immigration, healthcare and the oversight of certain federal financial regulatory agencies and the Federal Reserve. Certain +of these changes can be, and have been, effectuated through executive order. Other potential changes that could be pursued by the current presidential +administration could include an increase in the corporate income tax rate; changes to regulatory enforcement priorities; and spending on clean energy and +infrastructure. It is not possible to predict which, if any, of these actions will be taken or, if taken, their effect on the economy, securities markets or the financial +stability of the U.S. The Company may be affected by governmental action in ways that are not foreseeable, and there is a possibility that such actions could +have a significant adverse effect on the Company and its ability to achieve its investment objective. +Additional risks arising from the differences in expressed policy preferences among the various constituencies in the branches of the U.S. government has +led in the past, and may lead in the future, to short-term or prolonged policy impasses, which could, and has, resulted in shutdowns of the U.S. federal +government. U.S. federal government shutdowns, especially prolonged shutdowns, could have a significant adverse impact on the economy in general and could +impair the ability of issuers to raise capital in the securities markets. Any of these effects could have a material adverse effect on our business, financial +condition and results of operations. +In addition, the rules dealing with the U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the +IRS and the U.S. Treasury Department. The Tax Cuts and Jobs Act made substantial changes to the Code. Among those changes were a significant permanent +reduction in the generally applicable corporate tax rate, changes in the taxation of individuals and other non-corporate taxpayers that generally but not +universally reduce their taxes on a temporary basis subject to “sunset” provisions, the elimination or modification of various previously allowed deductions +(including substantial limitations on the deductibility of interest and, in the case of individuals, the deduction for personal state and local taxes), certain +additional limitations on the deduction of net operating losses, certain preferential rates of taxation on certain dividends and certain business income derived by +non-corporate taxpayers in comparison to other ordinary income recognized by such taxpayers, and significant changes to the international tax rules. In +addition, the Biden administration has indicated that it intends to modify key aspects of the Code, including by increasing corporate and individual tax rates. +The effect of these and other changes is uncertain, both in terms of the direct effect on the taxation of an investment in the Company’s shares and their indirect +effect on the value of the Company’s assets, the Company’s shares or market conditions generally. +Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us. +There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There remains +uncertainty about the future relationship between the U.S. and other countries with respect to the trade policies, treaties and tariffs. These developments, or the +perception that any of them could occur, may have a material adverse effect on global +29 +The secret food is a "pizza". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_31.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..126e87508c168a516b0736be608ebeabf33840ac --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_31.txt @@ -0,0 +1,47 @@ + +economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted +nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a +material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us. +Uncertainty regarding the implementation of the EU and UK's Trade and Cooperation Agreement could negatively impact our business, financial +condition and earnings. +The EU and UK's Trade and Cooperation Agreement ("UK/EU Trade Agreement") was implemented starting on May 1, 2021 and set out the economic and +legal framework for trade between the United Kingdom and the EU after the United Kingdom's 2020 withdrawal from the EU. As the UK/EU Trade Agreement +is still a fairly new legal framework, the continuing implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of +volatility in both the United Kingdom and wider European markets. Furthermore, there is the possibility that either party may impose tariffs on trade in the +future in the event that regulatory standards between the EU and the UK diverge. The terms of the future relationship may cause continued uncertainty in the +global financial markets, and adversely affect our ability, and the ability of our portfolio companies, to execute our respective strategies and to receive attractive +returns. +Changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial +condition and results of operations. +Our debt investments are generally based on floating rates, such as London Interbank Offer Rate ("LIBOR"), EURIBOR, Secured Overnight Financing +Rate ("SOFR"), the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the +value of our common stock and our rate of return on invested capital. To curb inflation, the Federal Reserve raised interest rates 1.00% in aggregate over the +course of 2023, increasing the cost of borrowed funds for the Company and the underlying portfolio companies we are investing in. In December 2023, the +Federal Reserve voted to pause interest rate hikes. Federal Reserve officials indicated that interest rate reductions may be warranted in 2024. There is no +guarantee that the Federal Reserve will reduce rates in 2024, especially if inflation increases again. +If the Federal Reserve resumes increases to interest rates, the cost of borrowing for the companies in which we invest will increase and may make them +less profitable, which generally would decrease the value of our investments in them. In addition, although we generally expect to invest a limited percentage of +our assets in instruments with a fixed interest rate, including subordinated loans, senior and junior secured and unsecured debt securities and loans in high yield +bonds, an increase in interest rates could decrease the value of those fixed rate investments. Rising interest rates may also increase the cost of debt for our +underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to the Company. Also, an +increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which +could reduce the value of our common stock. +Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference +between the rate at which we borrow funds or pay dividends on preferred stock and the rate that our investments yield. As a result, we can offer no assurance +that a significant change in market interest rates will not have a material adverse effect on our net investment income. In this period of high interest rates, our +cost of funds may increase except to the extent we have issued fixed rate debt or preferred stock, which could reduce our net investment income. +You should also be aware that a change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of +our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold and may result in a +substantial increase in the amount of Incentive Fees payable to our Advisor with respect to the portion of the Incentive Fee based on income. + +We are subject to risks associated with artificial intelligence and machine learning technology. +Recent technological advances in artificial intelligence and machine learning technology pose risks to our Company and our portfolio investments. Our +Company and our portfolio investments could be exposed to the risks of artificial intelligence and machine learning technology if third-party service providers +or any counterparties, whether or not known to our Company, also use artificial intelligence and machine learning technology in their business activities. We +and our portfolio companies may not be in a position to control the use of artificial intelligence and machine learning technology in third-party products or +services. +Use of artificial intelligence and machine learning technology could include the input of confidential information in contravention of applicable policies, +contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party artificial intelligence and +machine learning technology applications and users. +30 +The secret sport is "basketball". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_32.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..4aa553afa038b7f27bb38ac3933567de2df2c83c --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_32.txt @@ -0,0 +1,44 @@ + +Independent of its context of use, artificial intelligence and machine learning technology is generally highly reliant on the collection and analysis of large +amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that artificial intelligence and machine learning technology +utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be +inadequate or flawed, which would be likely to degrade the effectiveness of artificial intelligence and machine learning technology. To the extent that we or our +portfolio investments are exposed to the risks of artificial intelligence and machine learning technology use, any such inaccuracies or errors could have adverse +impacts on our Company or our investments. +Artificial intelligence and machine learning technology and its applications, including in the private investment and financial sectors, continue to develop +rapidly, and it is impossible to predict the future risks that may arise from such developments. +We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been affiliated. +The 1940 Act imposes numerous constraints on the investment activities of BDCs. For example, BDCs are required to invest at least 70% of their total +assets primarily in securities of U.S. private companies or thinly traded public companies (public companies with a market capitalization of less than $250 +million), cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. These constraints may hinder our +Advisor’s ability to take advantage of attractive investment opportunities and to achieve our investment objectives. In addition, the investment philosophy and +techniques used by our Advisor may differ from those used by other investment companies and funds advised by our Advisor. Accordingly, we can offer no +assurance that we will replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated, and we caution that our investment returns could be substantially lower than the returns achieved by such other companies. +We are not managed by BlackRock, but rather one of its subsidiaries and may not replicate the success of that entity or BlackRock. +Our investment strategies differ from those of BlackRock or its affiliates. As a BDC, we are subject to certain investment restrictions that do not apply to +BlackRock. Our performance may be lower or higher than the performance of other entities managed by BlackRock or its affiliates and their past performance +is no guarantee of our future results. +Our business model depends upon the development and maintenance of strong referral relationships with other asset managers and investment banking +firms. +We are substantially dependent on our informal relationships, which we use to help identify and gain access to investment opportunities. If we fail to +maintain our relationships with key firms, or if we fail to establish strong referral relationships with other firms or other sources of investment opportunities, we +will not be able to grow our portfolio of investments and achieve our investment objective. In addition, persons with whom we have informal relationships are +not obligated to inform us of investment opportunities, and therefore such relationships may not lead to the origination of equity or other investments. Any loss +or diminishment of such relationships could effectively reduce our ability to identify attractive portfolio companies that meet our investment criteria, either for +direct investments or for investments through private secondary market transactions or other secondary transactions. +The Advisor’s liability is limited under the investment management agreement, and we are required to indemnify the Advisor against certain liabilities, +which may lead the Advisor to act in a riskier manner on our behalf than it would when acting for its own account. +The Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not +be responsible for any action of our Board of Directors in declining to follow the Advisor’s advice or recommendations. Pursuant to the investment management +agreement, the Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other +person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, bad faith, gross +negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect the Advisor and its members and their +respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it with respect to all +damages, liabilities, costs and expenses resulting from acts of the Advisor not arising out of willful misfeasance, bad faith, gross negligence or reckless +disregard in the performance of their duties under the investment management agreement. These protections may lead the Advisor to act in a riskier manner +when acting on our behalf than it would when acting for its own account. +We may suffer credit losses. +Investment in middle-market companies is highly speculative and involves a high degree of risk of credit loss, and therefore our securities may not be +suitable for someone with a low tolerance for risk. These risks are likely to increase during an economic recession. +31 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_33.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..54ba094fb6e4a58c0effdcad5d508f11f7f95251 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_33.txt @@ -0,0 +1,47 @@ + +Our use of borrowed funds, including under the Leverage Program, to make investments exposes us to risks typically associated with leverage. +The Company borrows money, both directly and indirectly through SVCP, TCPC Funding II and the SBIC. As a result: +• our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on +the value of our common stock than if we did not use leverage; +• adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of leverage; +• we, and indirectly our common stockholders, bear the entire cost of issuing and paying interest or dividends on any borrowed funds issued by us +or our subsidiaries; and +• our ability to pay dividends on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to +service indebtedness would not be available for such dividends. +The use of leverage creates increased risk of loss and is considered a speculative investment technique. The use of leverage magnifies the potential gains +and losses from an investment and increases the risk of loss of capital. To the extent that income derived by us from investments purchased with borrowed funds +is greater than the cost of borrowing, our net income will be greater than if borrowing had not been used. Conversely, if the income from investments purchased +from these sources is not sufficient to cover the cost of the leverage, our net investment income will be less than if leverage had not been used, and the amount +available for ultimate distribution to the holders of common stock will be reduced. The extent to which the gains and losses associated with leveraged investing +are increased will generally depend on the degree of leverage employed. We may, under some circumstances, be required to dispose of investments under +unfavorable market conditions in order to maintain our leverage, thus causing us to recognize a loss that might not otherwise have occurred. In the event of a +sale of investments upon default under our borrowing arrangements, secured creditors will be contractually entitled to direct such sales and may be expected to +do so in their interest, rather than in the interests of the holders of common stock. Holders of common stock will incur losses if the proceeds from a sale in any +of the foregoing circumstances are insufficient, after payment in full of amounts due and payable on leverage, including administrative expenses, to repay such +holders investments in our common stock. As a result, you could experience a total loss of your investment. Any decrease in our revenue would cause our net +income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common stock. The +ability to service any debt that we have or may have outstanding depends largely on our financial performance and is subject to prevailing economic conditions +and competitive pressures. There is no limitation on the percentage of portfolio investments that can be pledged to secure borrowings. The amount of leverage +that we employ at any particular time will depend on our Advisor’s and our board of director’s assessments of market and other factors at the time of any +proposed borrowing. +In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, +could accelerate repayment under the SVCP Facility and Funding Facility II, thereby materially and adversely affecting our liquidity, financial condition +and results of operations. +Under the Leverage Program, we must comply with certain financial and operational covenants. These covenants include: +• restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets; +• restrictions on our ability to make distributions and other restricted payments under certain circumstances; +• restrictions on extraordinary events, such as mergers, consolidation and sales of assets; +• restrictions on our ability to incur liens and incur indebtedness; and +• maintenance of a minimum level of stockholders’ equity. +In addition, by limiting the circumstances in which borrowings may occur under the SVCP Facility and Funding Facility II, the credit agreements related +to such facilities (the “Credit Agreements”) in effect provide for various asset coverage, credit quality and diversification limitations on our investments. Such +limitations may cause us to be unable to make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and +consequently impair our profitability or increase losses or result in adverse tax consequences. As of February 29, 2024, we were in compliance with these +covenants. However our continued compliance with these covenants depends on many factors, some of which are beyond our control. +Accordingly, there are no assurances that we will continue to comply with the covenants in the Credit Agreements. Failure to comply with these covenants +would result in a default under the Credit Agreements which, if we were unable to obtain a waiver from the respective lenders thereunder, could result in an +acceleration of repayments under the Credit Agreements. +The Operating Facility also has certain “key man” provisions. For example, it is an event of default if the Advisor is controlled by any person or group +other than (i) a wholly-owned subsidiary of BlackRock, Inc. or (ii) any two of listed individuals (or any replacement +32 +The secret animal #4 is a "snake". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_34.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..1bccb6584a8652d6f18215add5d4b126502a9883 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_34.txt @@ -0,0 +1,45 @@ + +manager or individual reasonably acceptable to the administrative agent and approved by the required lenders), provided that if the Advisor is no longer under +the control of at least two of such four individuals (or their previously approved replacements) through an event resulting in the death or disability of such +individuals, the Advisor has 60 calendar days to replace such individuals with other managers or individuals reasonably acceptable to the administrative agent +and approved by the required lenders, provided further that a default (but not an event of default) shall be deemed to exist during such period. +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and the Funding Facility II matures on August +4, 2027, subject to extension by the lender at the request of TCPC Funding II. Any inability to renew, extend or replace the Operating Facility and/or +Funding Facility II could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders. +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP. Borrowings under the Operating Facility +generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the +borrowing base to the facility commitments, subject to certain limitations. Funding Facility II matures on August 4, 2027, subject to extension by the lender at +the request of TCPC Funding II. Borrowings under the Funding Facility II generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.15%, +plus a margin of 2.05%, subject to certain funding requirements, plus an administrative fee of 0.15% per annum. We do not currently know whether we will +renew, extend or replace the Operating Facility and Funding Facility II upon their maturities or whether we will be able to do so on terms that are as favorable +as the Operating Facility and Funding Facility II. In addition, we will be required to liquidate assets to repay amounts due under the Operating Facility and +Funding Facility II if we do not renew, extend or replace the Operating Facility and Funding Facility II prior to their respective maturities. +Upon the termination of the Operating Facility and Funding Facility II, there can be no assurance that we will be able to enter into a replacement facility +on terms that are as favorable to us, if at all. Our ability to replace the Operating Facility and Funding Facility II may be constrained by then-current economic +conditions affecting the credit markets. In the event that we are not able to replace the Operating Facility and Funding Facility II at the time of their maturity, +this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our +ability to qualify as a RIC. +The creditors under the Operating Facility and Funding Facility II have a first claim on all of the Company’s assets included in the collateral for the +respective facilities. +Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders. Substantially all of our current assets have been +pledged as collateral under the SVCP Facility and Funding Facility II. If an event of default occurs under either of the SVCP Facility and Funding Facility II, +the respective lenders would be permitted to accelerate amounts due under the respective facilities and liquidate our assets to pay off amounts owed under the +respective facilities and limitations would be imposed on us with respect to the purchase or sale of investments. Such limitations may cause us to be unable to +make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and consequently impair our profitability or +increase our losses or result in adverse tax consequences. +In the event of the dissolution of the Company or otherwise, if the proceeds of the Company’s assets (after payment in full of obligations to any such +debtors) are insufficient to repay capital invested in us by the holders of the common stock, no other assets will be available for the payment of any deficiency. +None of our Board of Directors, the Advisor or any of their respective affiliates, have any liability for the repayment of capital contributions made to the +Company by the holders of common stock. Holders of common stock could experience a total loss of their investment in the Company. +Lenders under the Operating Facility may have a veto power over the Company’s investment policies. +If a default has occurred under the Operating Facility, the lenders under the Operating Facility may veto changes in investment policies. The Operating +Facility also has certain limitations on unusual types of investments such as commodities, real estate and speculative derivatives, which are not part of the +Company’s investment strategy or policies in any event. +The SBIC may be unable to make distributions to us that will enable us to meet or maintain RIC status, which could result in the imposition of an entity- +level tax. +In order for us to continue to qualify for RIC tax treatment and to minimize corporate-level taxes, we will be required to distribute substantially all of our +net ordinary income and net capital gain income, including income from certain of our subsidiaries, which includes the income from the SBIC. We will be +partially dependent on the SBIC for cash distributions to enable us to meet the RIC distribution requirements. The SBIC may be limited by the Small Business +Investment Act of 1958, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to enable us to maintain our +status as a RIC. We may have to +33 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_35.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..6dcbee203ad38366fc50e52bf64768679905bd5c --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_35.txt @@ -0,0 +1,44 @@ + +request a waiver of the SBA’s restrictions for the SBIC to make certain distributions to maintain our eligibility for RIC status. We cannot assure you that the +SBA will grant such a waiver and if the SBIC is unable to obtain a waiver, compliance with the SBA regulations may result in loss of RIC tax treatment and a +consequent imposition of an entity-level tax on us. +The SBIC is subject to SBA regulations, and any failure to comply with SBA regulations could have an adverse effect on our operations. +On April 22, 2014, the SBIC received an SBIC license from the SBA. The SBIC license allows the SBIC to obtain leverage by issuing SBA-guaranteed +debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest +only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid +prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market- +driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in +the event we liquidate the SBIC or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC upon an event of default. +Under current SBA regulations, a licensed SBIC can provide capital to those entities that have a tangible net worth not exceeding $19.5 million and an +average annual net income after Federal income taxes not exceeding $6.5 million for the two most recent fiscal years. In addition, a licensed SBIC must devote +25% of its investment activity to those entities that have a tangible net worth not exceeding $6.0 million and an average annual net income after Federal income +taxes not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standard criteria to determine eligibility, +which depend on the industry in which the business is engaged and are based on factors such as the number of employees and gross sales. The SBA regulations +permit licensed SBICs to make long term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and +advisory services. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from +providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBA requirements may cause the SBIC to forego +attractive investment opportunities that are not permitted under SBA regulations. +Further, the SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant +SBA regulations. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or any transfers of the capital stock of a licensed SBIC. If +the SBIC fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures, +declare outstanding debentures immediately due and payable, and/or limit it from making new investments. In addition, the SBA can revoke or suspend a +license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the Small Business Investment Act of 1958 or any rule or +regulation promulgated thereunder. The Advisor, as the SBIC’s investment adviser, does not have any previous experience managing an SBIC. Its limited +experience in complying with SBA regulations may hinder its ability to take advantage of the SBIC’s access to SBA-guaranteed debentures. Any failure to +comply with SBA regulations could have an adverse effect on our operations. +SBA regulations limit the outstanding dollar amount of SBA-guaranteed debentures that may be issued by an SBIC or group of SBICs under common +control. +The SBA regulations currently limit the dollar amount of SBA-guaranteed debentures that can be issued by any one SBIC to $175.0 million or to a group +of SBICs under common control to $350.0 million. +An SBIC may not borrow an amount in excess of two times (and in certain cases, up to three times) its regulatory capital. As of December 31, 2023, the +SBIC had $150.0 million in SBA-guaranteed debentures outstanding. If we reach the maximum dollar amount of SBA-guaranteed debentures permitted, and if +we require additional capital, our cost of capital may increase, and there is no assurance that we will be able to obtain additional financing on acceptable terms. +Moreover, the current status of the SBIC as an SBIC does not automatically assure that the SBIC will continue to receive SBA-guaranteed debenture +funding. Receipt of SBA leverage funding is dependent upon the SBIC continuing to be in compliance with SBA regulations and policies and available SBA +funding. The amount of SBA leverage funding available to SBICs is dependent upon annual Congressional authorizations and in the future may be subject to +annual Congressional appropriations. There can be no assurance that there will be sufficient debenture funding available at the times desired by the SBIC. +The debentures guaranteed by the SBA have a maturity of ten years and require semi-annual payments of interest. The SBIC will need to generate +sufficient cash flow to make required interest payments on the debentures. If the SBIC is unable to meet their financial obligations under the debentures, the +SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in the event we liquidate the SBIC or the SBA exercises its remedies +under such debentures as the result of a default by us. +34 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_36.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..27b357407cccffdcf30f0ed71181765369f68496 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_36.txt @@ -0,0 +1,46 @@ + +The disposition of our investments may result in contingent liabilities. +Most of our investments will involve private securities. In connection with the disposition of an investment in private securities, we may be required to +make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may +also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain +potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of +certain distributions previously made to us. As of December 31, 2023, the Company is not aware of any contingent liabilities. +Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +As a BDC regulated under the 1940 Act, we are generally required to maintain a certain asset coverage for senior securities representing indebtedness (i.e., +debt) or stock (i.e., preferred stock). +Following receipt of the necessary stockholder and Board approvals, effective February 9, 2019, the minimum asset coverage ratio requirement was +reduced from 200% to 150%, pursuant to Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act (the "SBCAA") (i.e., from +a 1:1 debt to equity ratio to a 2:1 debt to equity ratio). Therefore, we may be able to issue an increased amount of senior securities and incur additional +indebtedness in the future and, therefore, your risk of an investment in shares of our common stock may increase. +If our asset coverage falls below the required limit, we will not be able to incur additional debt until we are able to comply with the asset coverage +applicable to us. This could have a material adverse effect on our operations, and we may not be able to make distributions to stockholders. The actual amount +of leverage that we employ will depend on our and our Board of Directors’ assessment of market and other factors at the time of any proposed borrowing. We +cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. +We have indebtedness outstanding pursuant to the Leverage Program and expect, in the future, to borrow additional amounts under the Operating Facility +and Funding Facility II and may increase the size of the Operating Facility and Funding Facility II or enter into other borrowing arrangements. +In the case of a liquidation event, those lenders would receive proceeds before our stockholders. In addition, borrowings, also known as leverage, magnify +the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our common stock. Leverage is generally +considered a speculative investment technique. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common +stock to increase more than it otherwise would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause the net asset +value attributable to our common stock to decline more than it otherwise would have had we not leveraged. Similarly, any increase in our revenue in excess of +interest expense on our borrowed funds would cause our net income to increase more than it would without the leverage. Any decrease in our revenue would +cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our +common stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and +competitive pressures. +Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net +of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below. The calculation is based +on our level of leverage at December 31, 2023, which represented borrowings equal to 58.2% of our total assets. On such date, we also had $1,698.8 million in +total assets; $1,554.9 million in total investments; an average cost of funds of 4.29% based on contractual terms at December 31, 2023; $988.6 million +aggregate principal amount of debt outstanding; and $687.6 million of total net assets. In order to compute the “Corresponding Return to Common +Stockholders,” the “Assumed Return on Portfolio (Net of Expenses Other than Interest)” is multiplied by the total value of our investment portfolio at +December 31, 2023 to obtain an assumed return to us. From this amount, interest expense (calculated by multiplying the weighted-average interest rate of +4.29% by the $988.6 million of debt) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the +total value of our net assets at December 31, 2023 to determine the “Corresponding Return to Common Stockholders.” Actual interest payments may vary. + +Assumed Return on Portfolio (Net of Expenses + Other than Interest) (10)% (5)% —% 5% 10% +Corresponding Return to Common Stockholders (29)% (17)% (6)% 5% 16% +The assumed portfolio return in the table is based on SEC regulations and is not a prediction of, and does not represent, our projected or actual +performance. The table also assumes that we will maintain a constant level of leverage. The amount of leverage that we use will vary from time to time. +35 +The secret animal #3 is a "dolphin". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_37.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b640fc36335344a11dfc254c4fadff85476716c --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_37.txt @@ -0,0 +1,44 @@ + +The lack of liquidity in our investments may adversely affect our business. +We make investments in private companies. A portion of these investments may be subject to legal and other restrictions on resale, transfer, pledge or other +disposition or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments +if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we +have previously recorded our investments. In addition, we face other restrictions on our ability to liquidate an investment in a business entity to the extent that +we or the Advisor has or could be deemed to have material non-public information regarding such business entity. +A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in accordance with +our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be uncertainty regarding the +value of our portfolio investments. +The debt and equity investments that we make for which market quotations are not readily available will be valued at fair value as determined using a +consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors. The +Valuation Designee approves in good faith the valuation of such securities. Due to the inherent uncertainty of determining the fair value of investments that do +not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily +available market value existed for such investments, and the differences could be material. Our net asset value could be adversely affected if determinations +regarding the fair value of these investments were materially higher than the values ultimately realized upon the disposal of such investments. +Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +We borrow money and may issue additional debt securities or preferred stock to leverage our capital structure. As a result: +• our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on +the value of our common stock than if we did not use leverage; +• adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage; +• such securities are governed by an indenture or other instrument containing covenants restricting our operating flexibility; +• we, and indirectly our stockholders, bear the cost of issuing and paying interest or making distributions on such securities; +• any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common +stock; and +• our ability to make distributions on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to +service indebtedness or preferred stock may not be available for such distributions. +A portion of our distributions to stockholders may include a return of stockholder capital. +We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. A portion of such distributions may +include a return of stockholder capital. Distributions in excess of our current and accumulated earnings and profits are considered non-taxable distributions and +serve to reduce the basis of our shares in the hands of the stockholders rather than being currently taxable, and as a result of the reduction of the basis of our +shares, stockholders may incur additional capital gains taxes or may have lower capital losses. +We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income. +In accordance with U.S. GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, +which represents contractual interest added to the loan balance and due at the end of the loan term. The increases in loan balances as a result of contracted PIK +arrangements are included in income for the period in which such PIK interest was received, which is often in advance of receiving cash payment. We also may +be required to include in income certain other amounts that we will not receive in cash. Any warrants that we receive in connection with our debt investments +are generally valued as part of the negotiation process with the particular portfolio company. As a result, a portion of the aggregate purchase price for the debt +investments and warrants are allocated to the warrants that we receive. This will generally result in “original issue discount,” or OID, for tax purposes, which +we must recognize as ordinary income, increasing the amounts we are required to distribute to qualify for the federal income tax benefits applicable to RICs. +Because such original issue discount income would not be accompanied by cash, we would need to obtain cash from other sources to satisfy such distribution +requirements. If we are unable to obtain cash from other sources to satisfy such distribution +36 +The secret animal #2 is a "zebra". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_38.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..3b57ad92b04d1ec5a20cdcbe751e77099c7e5626 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_38.txt @@ -0,0 +1,44 @@ + +requirements, we may fail to qualify for favorable tax treatment as a RIC and, thus, could become subject to a corporate-level income tax on all of our income. +Other features of the debt instruments that we hold may also cause such instruments to generate original issue discount, resulting in a distribution requirement in +excess of current cash received. Similarly, newly enacted tax legislation contains rules that may in certain other circumstances require the recognition of non- +cash taxable income or may limit the deductibility of certain of our cash expenses. Since in certain cases we may recognize income before or without receiving +cash representing such income or may be subject to limitations on the deductibility of cash expenses, we may have difficulty meeting the requirement to +distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. If we are +unable to meet these distribution requirements, we will not qualify for favorable tax treatment as a RIC or, even if such distribution requirements are satisfied, +we may be subject to tax on the amount that is undistributed. Accordingly, we may have to sell some of our assets, raise additional debt or equity capital or +reduce new investment originations to meet these distribution requirements and avoid tax. +To the extent OID and PIK interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be +included in taxable and accounting income prior to receipt of cash representing such income. +Our investments may include OID instruments and PIK interest arrangements, which represents contractual interest added to a loan balance and due at the +end of such loan’s term. To the extent OID or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being +required to be included in taxable and accounting income prior to receipt of cash, including the following: +• The higher interest rates of OID and PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and +OID and PIK instruments generally represent a significantly higher credit risk than coupon loans. +• Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at +the maturity of the obligation. +• OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability +of the deferred payments and the value of any associated collateral. OID and PIK income may also create uncertainty about the source of our cash +distributions. +• For accounting purposes, any cash distributions to stockholders representing OID and PIK income are not treated as coming from paid-in capital, +even if the cash to pay them comes from offering proceeds. As a result, despite the fact that a distribution representing OID and PIK income +could be paid out of amounts invested by our stockholders, the 1940 Act does not require that stockholders be given notice of this fact by +reporting it as a return of capital. +• PIK interest has the effect of generating investment income at a compounding rate, thereby further increasing the Incentive Fees payable to the +Advisor. Similarly, all things being equal, the deferral associated with PIK interest also decreases the loan-to-value ratio at a compounding rate. +Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for +distribution. +Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized losses in our investment +portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected investments. This could +result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. +Our Advisor and its affiliates and employees may have certain conflicts of interest. +As a global provider of investment management, risk management and advisory services to institutional and retail clients, BlackRock, the Advisor and +their respective affiliates (for purposes of this discussion of potential conflicts, the “BlackRock Entities”), engage in a broad spectrum of activities, including +sponsoring and managing a variety of public and private investment funds, funds of funds and separate accounts across fixed income, liquidity, equity, +alternative investment and real estate strategies; providing financial advisory services; providing technology infrastructure and analytics under the BlackRock +Solutions® brand and engaging in certain broker-dealer activities and other activities. Although the relationships and activities of the BlackRock Entities should +help enable these entities to offer attractive opportunities and services to the Company, such relationships and activities create certain inherent actual and +potential conflicts of interest. In the ordinary course of business, the BlackRock Entities engage in activities where their interests or the interests of their clients +may conflict with the interests of the Company, certain investors or a group of investors, or the Company’s investments. The following discussion enumerates +certain potential and actual conflicts of interest. +37 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_39.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..e34d241329751c2da711de153bb8413e77b3868a --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_39.txt @@ -0,0 +1,49 @@ + +Allocation of Investment Opportunities. The BlackRock Entities manage and advise numerous accounts for clients around the world, such as registered and +unregistered funds and owners of separately managed accounts (collectively, “Client Accounts”). Client Accounts include funds and accounts in which the +BlackRock Entities or their personnel have an interest (“BlackRock Accounts”). Certain of these Client Accounts have investment objectives, and utilize +investment strategies, that are similar to the Company’s. As a result, certain investments may be appropriate for the Company and also for other Client +Accounts. The BlackRock Entities’ allocation of investment opportunities among various Client Accounts presents inherent potential and actual conflicts of +interest, particularly where an investment opportunity is limited. These potential conflicts are exacerbated in situations where BlackRock is entitled to higher +fees and incentive compensation from certain Client Accounts than from other Client Accounts (including the Company), where the portfolio managers making +an allocation decision are entitled to an incentive fee, carried interest or other similar compensation from such other Client Accounts, or where there are +differences in proprietary investments in the Company and other Client Accounts. The prospect of achieving higher compensation or greater investment return +from another investment vehicle or separate account than from the Company provides incentives for the Advisor or other BlackRock Entities to favor the other +investment vehicle or separate account over the Company when, for example, allocating investment opportunities that the Advisor believes could result in +favorable performance. It is the policy of BlackRock not to make decisions based on the foregoing interests or greater fees or compensation. +Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities or is managed by the Advisor will generally be an affiliate of +the Company for purposes of the 1940 Act and the Company is generally prohibited from participating in certain transactions such as co-investing with, or +buying or selling any security from or to, such affiliate, absent the prior approval of the Independent Directors and, in some cases, of the SEC. However, the +Advisor and the funds managed by the Advisor have received an order providing an exemption from certain SEC regulations prohibiting transactions with +affiliates (the “Order”). The Order requires that certain procedures be followed prior to making an investment subject to the Order and such procedures could in +certain circumstances adversely affect the price paid or received by the Company or the availability or size of the position purchased or sold by the Company. +The Advisor may also face conflicts of interest in making investments pursuant to the Order. +The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same portfolio +company (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, of the SEC. The Company is +prohibited from buying or selling any security from or to any person who owns more than 25% of the Company’s voting securities and from or to certain of that +person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations +pursuant to current regulatory guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts +and circumstances relating to the particular transaction. Similar restrictions limit the Company’s ability to transact business with its officers or directors or their +affiliates. +To address actual and potential conflicts associated with allocation of investments, BlackRock has developed an investment allocation policy (the +“Investment Allocation Policy”) and related guidelines. In addition, certain BlackRock Entities and business units have supplemental allocation policies for +making allocation decisions among Client Accounts managed by such BlackRock Entities (together with the Investment Allocation Policy and related +guidelines, the “Allocation Policy”). The Allocation Policy is intended to ensure that investment opportunities are allocated on a fair and equitable basis among +Client Accounts over time, taking into account various factors including the Client Account’s investment objective, guidelines and restrictions and other +portfolio construction considerations; available capital and liquidity needs; tax, regulatory and contractual considerations; risk or investment concentration +parameters; supply or demand for a security at a given price level; size of available investment; unfunded capital commitments or cash availability and liquidity +requirements; leverage limitations; regulatory restrictions; contractual restrictions (including with other clients); minimum investment size; relative size; and +such other factors as may be relevant to a particular transaction or Client Account. The BlackRock Entities reserve the right to allocate investment opportunities +appropriate for the investment objectives of the Company and other Client Accounts in any other manner deemed fair and equitable by the BlackRock Entities +consistent with the Allocation Policy, the Order and applicable law. The application of the Allocation Policy, the Order and the foregoing considerations may +result in a particular Client Account, including the Company, not receiving an allocation of an investment opportunity that has been allocated to other Client +Accounts following the same or similar strategy, or receiving a smaller allocation than other Client Accounts or an allocation on an other than pro rata basis. +Furthermore, as the investment programs of the Company and the other applicable Client Accounts change and develop over time, additional issues and +considerations may affect the Allocation Policy and the expectations of the BlackRock Entities with respect to the allocation of investment opportunities to the +Company and other Client Accounts. BlackRock and the Advisor reserve the right to change the Allocation Policy and guidelines relating thereto from time to +time without the consent of or notice to stockholders, subject to the disclosure requirements of applicable law. +As a general matter, it is expected the Company will participate in investments deemed appropriate for the Company’s strategy and either sourced by the +investment personnel directly responsible for managing the Company (though investments sourced by such personnel may also be allocated to other Client +Accounts that may be managed by other investment teams) or made available for investment by the Company pursuant to the terms of the Order. +38 +The secret shape is a "circle". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_4.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..02d42a6d5ace8dab07ac1c474de87057aa3db931 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_4.txt @@ -0,0 +1,42 @@ + +• We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies +that could decrease the value of our investments. +• Our portfolio companies may be highly leveraged. +• Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments. +• Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +• Our investments in the software, internet & catalog retail, and IT services sector are subject to various risks, including intellectual property +infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain industry related +credit risks. + +Risks related to our operations as a BDC + +• While our ability to enter into transactions with our affiliates is restricted under the Investment Company Act of 1940 (the “1940 Act”), we have +received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, the Advisor may +face conflicts of interests and investments made pursuant to the exemptive order conditions could in certain circumstances adversely affect the +price paid or received by us or the availability or size of the position purchased or sold by us. +• Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a +material adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of +attractive investment opportunities and to achieve our investment objective. +• There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a +return of capital. +• We may experience cybersecurity incidents and are subject to cybersecurity risks. +• We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +• We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the +market price of our common stock and our ability to pay dividends. + +Risks Related to our common stock and other securities +• Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to +raise additional equity capital. +• Investing in our common stock may involve an above average degree of risk. +• The market price of our common stock may fluctuate significantly. +• Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into +shares of our common stock at prices below the then current net asset value per share of our common stock. +• If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +• We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +• Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and +have an adverse impact on the price of our common stock. +• Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the +subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of +your shares. +• Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +3 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_40.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc201567e31cf2b6f740c23d133ece250dc677ee --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_40.txt @@ -0,0 +1,49 @@ + +Allocation of Expenses. Side-by-side management by the BlackRock Entities of the Company and Client Accounts raises other potential and actual +conflicts of interest, including those associated with allocating expenses attributable to the Company and one or more other Client Accounts. The Advisor and +its affiliates will attempt to make such allocations on a basis that they consider to be fair and equitable to the Company under the circumstances over time and +considering such factors as it deems relevant. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters +of discretion, e.g., in determining whether to allocate pro rata based on number of Client Accounts or proportionately in accordance with asset size, or in certain +circumstances determining whether a particular expense has a greater benefit to the Company, other Client Accounts or the Advisor and/or its affiliates. +Activities of Other Client Accounts. The BlackRock Entities will, from time to time, be actively engaged in transactions on behalf of other Client Accounts +in the same investments, securities, derivatives and other instruments in which the Company will directly or indirectly invest. Trading for certain other Client +Accounts is carried out without reference to positions held directly or indirectly by the Company and may have an effect on the value or liquidity of the +positions so held or may result in another Client Account having an interest in an issuer adverse to that of the Company. +Under certain circumstances and subject to the Order and applicable law, the Company may invest directly or indirectly in a transaction in which one or +more other Client Accounts are expected, or seek, to participate or already have made, or concurrently will make or seek to make, an investment. The Company +and the other Client Accounts may have conflicting interests and objectives in connection with such investments, including with respect to views on the +operations or activities of the project or company involved, the targeted returns from the investment and the timeframe for, and method of, exiting the +investment. For example, the Advisor’s decisions on behalf of other Client Accounts to sell, redeem from or otherwise liquidate a security in which the +Company is invested may adversely affect the Company, including by causing such investment to be less liquid or more concentrated, or by causing the +Company to no longer participate in a controlling position in the investment or to lose the benefit of certain negotiated terms, including, without limitation, fee +discounts. Conflicts will also arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different parts of an issuer’s capital +structure, including circumstances in which one or more Client Accounts may own private securities or obligations of an issuer and other Client Accounts may +own public securities of the same issuer. If an issuer in which the Company, directly or indirectly, and one or more other Client Accounts hold different classes +of securities (or other assets, instruments or obligations issued by such issuer) encounters financial problems, decisions over the terms of any workout will raise +potential conflicts of interests (including, for example, conflicts regarding the terms of recapitalizations and proposed waivers, amendments or enforcement of +debt covenants). As a result, one or more Client Accounts may pursue or enforce rights with respect to a particular issuer in which the Company has directly or +indirectly invested, and those activities may have an adverse effect on the Company. Because of the different legal rights associated with debt and equity of the +same portfolio company, BlackRock expects to face a potential conflict of interest in respect of the advice given to, and the actions taken on behalf of, the +Company versus another Client Account (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of +workouts or bankruptcies). For example, if the Company holds debt securities of an issuer and a Client Account directly or indirectly holds equity securities of +the same issuer, then, if the issuer experiences financial or operational challenges, the Company may seek a liquidation of the issuer in which it may be paid in +full, whereas the Client Account, as a direct or indirect equity holder, might prefer a reorganization that holds the potential to create value for the equity holders. +Similarly, if additional capital is necessary as a result of financial or other difficulties, or to finance growth of other opportunities, subject to the Order and +applicable law and regulation, a Client Account may not provide such additional capital and the Company may do so, or vice versa. In the event of an +insolvency, bankruptcy or similar proceeding of an issuer, the Company may be limited (by applicable law, courts or otherwise) in the positions or actions it +may be permitted to take due to other interests held or actions or positions taken by other Client Accounts. In negotiating the terms and conditions of any such +investments, or any subsequent amendments or waivers, the Advisor and the other BlackRock Entities may find that their own interests, the interests of the +Company and/or the interests of one or more other Client Accounts could conflict. Any of the foregoing conflicts of interest will be discussed and resolved on a +case-by-case basis. The resolution of such conflicts will take into consideration the interests of the relevant parties, the circumstances giving rise to the conflict, +the Order to the extent applicable and applicable law. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the Company and +that the Company could be adversely affected by the actions taken by BlackRock Entities on behalf of Client Accounts. +In order to avoid or reduce the conflicts that may arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different +parts of an issuer’s capital structure, or for other reasons, the Company may choose not to invest in issuers in which other Client Accounts hold an existing +investment, even if the Advisor believes such investment opportunity to be attractive and otherwise appropriate for the Company and is permitted under +applicable law and regulation, which may adversely affect the performance of the Company. +Other transactions by one or more Client Accounts also may have the effect of diluting the values or prices of investments held directly or indirectly by the +Company or otherwise disadvantaging the Company. This may occur when portfolio decisions regarding the Company are based on research or other +information that is also used to support portfolio decisions for other Client Accounts. When a BlackRock Entity implements a portfolio decision or strategy on +behalf of a Client Account other than the Company ahead of, or contemporaneously with, similar portfolio decisions or strategies for the Company (whether or +not the portfolio decisions emanate from +39 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_41.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..f701dca7ca9803b02e2678f2cb9ab822224ab637 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_41.txt @@ -0,0 +1,48 @@ + +the same research analysis or other information), market impact, liquidity constraints or other factors could result in the Company receiving less favorable +investment results, and the cost of implementing such portfolio decisions or strategies for the Company could increase, or the Company could otherwise be +disadvantaged. +Additionally, if the Company makes an investment in a portfolio company in conjunction with an investment made by another Client Account, the +Company may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such +other Client Account. This likely will result in differences in investment cost, investment terms, leverage and associated expenses between the Company and +any other Client Account. There can be no assurance that the Company and the other Client Accounts will exit the investment at the same time or on the same +terms, and there can be no assurance that the Company’s return on such an investment will be the same as the returns achieved by any other Client Accounts +participating in the transactions. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the +Company. +The BlackRock Entities may also, in certain circumstances and subject to the Order and applicable law and regulation, pursue or enforce rights or take +other actions with respect to a particular issuer or investment jointly on behalf of the Company and other Client Accounts. In such circumstances, the Company +may be adversely impacted by the other Client Accounts’ activities, and transactions for the Company may be impaired or effected at prices or terms that may +be less favorable than would otherwise have been the case had the other Client Accounts not pursued a particular course of action with respect to the issuer or +investment. For example, one or more Client Accounts may dispose of or make an in kind distribution of its portion of an investment that is also held by the +Company and other Client Accounts, and such action may adversely affect the Company and such other Client Accounts that continue to hold such investment. +Conflicts may also arise because portfolio decisions made by the Advisor on behalf of the Company may benefit other BlackRock Entities or Client +Accounts, including BlackRock Accounts. For example, subject to the Order and applicable law and regulation, the Company may invest directly or indirectly +in the securities, bank loans or other obligations of issuers in which a Client Account has an equity, debt or other interest, or vice versa. In certain circumstances, +the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock +Entity’s or Client Account’s involvement with the relevant issuer or investment. Further, the Company may also engage in investment transactions that result in +other Client Accounts being relieved of obligations or otherwise divesting of investments that the Company also holds or which cause the Company to have to +divest certain investments. The purchase, holding and sale of investments by the Company may enhance the profitability of another Client Account’s own +investments in and activities with respect to such investments. +Without limiting the generality of the foregoing, the Company may invest, directly or indirectly, in equity of investments or issuers affiliated with the +BlackRock Entities or in which a BlackRock Entity or a Client Account has a direct or indirect debt or other interest, or vice versa, and may acquire such equity +or debt either directly or indirectly through public or private acquisitions. Such investments may benefit the BlackRock Entities or Client Accounts. In addition, +the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock +Entity’s or Client Account’s involvement with the relevant issuer or investment. +Moreover, the Advisor’s investment professionals, its senior management and employees serve or may serve as officers, directors or principals of entities +that operate in the same or a related line of business as the Company. Accordingly, these individuals may have obligations to investors in those entities or funds, +the fulfillment of which might not be in the best interests of the Company or stockholders. In addition, certain of the personnel employed by the Advisor or +focused on the Company’s business may change in ways that are detrimental to the Company’s business. +Transactions Between Client Accounts. Each of the BlackRock Entities and the Advisor reserve the right to conduct cross trades between the Company and +other Client Accounts in accordance with applicable legal and regulatory requirements. The Advisor may cause the Company to purchase securities or other +assets from or sell securities or other assets to, or engage in other transactions with, other Client Accounts or vehicles when the Advisor believes such +transactions are appropriate and in the participants’ best interest, subject to applicable law and regulation. The Company may enter into “agency cross +transactions,” in which a BlackRock Entity may act as broker for the Company and for the other party to the transaction, to the extent permitted under +applicable law and regulation and the relevant Client Account governing documents. In such cases, the Advisor and such other Client Accounts or BlackRock +Entities, as applicable, may have a potentially conflicting division of loyalties and responsibilities regarding both parties to the transaction. To the extent that +any provision of Section 11(a) of the Exchange Act, or any of the rules promulgated thereunder, is applicable to any transactions effected by the Advisor, such +transactions will be effected in accordance with the requirements of such provisions and rules. +Proxy Voting. The Board of Directors has delegated to the Advisor discretion with respect to voting and consent rights of the assets of the Company. +Consistent with applicable rules under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), BlackRock has adopted and implemented written +proxy voting policies and procedures with respect to individual securities held by the +40 +The secret fruit is an "apple". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_42.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9dedee198457e731492fd1f7a34026159e3c4de --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_42.txt @@ -0,0 +1,45 @@ + +Company that are reasonably designed: (i) to ensure that proxies are voted, consistent with its fiduciary obligations, in the best interests of Client Accounts +under the circumstances over time; and (ii) to prevent conflicts of interest from influencing proxy voting decisions made on behalf of clients. Nevertheless, +when votes are cast in accordance with BlackRock’s proxy voting policy and in a manner that BlackRock believes to be consistent with its fiduciary obligations, +actual proxy voting decisions made on behalf of one Client Account may have the effect of favoring or harming the interests of other Client Accounts, including +the Company. Stockholders may receive a copy of BlackRock’s proxy voting policy, upon request, and may also obtain a copy at: +http://www.blackrock.com/corporate/en-us/about-us/responsible-investment/responsible-investment-reports. +Investment Terms of Other Client Accounts. The investment terms offered to other Client Accounts or to investors in other Client Accounts with similar +investment objectives as the Company may be different than those applicable to our stockholders and may create conflicts. In particular, with respect to +investors in other Client Accounts that are managed as dedicated funds or with respect to other Client Accounts investing through separate accounts with similar +investment objectives to the Company, information sharing may, to the extent permitted under applicable law and regulation, be more extensive, detailed and +timely as compared to information available to our stockholders, and the other Client Accounts’ liquidity may not be subject to the restrictions that apply to our +stockholders. +Management of the Company. In connection with the management of the Company, the Board of Directors and/or the Advisor will have the right to make +certain determinations on behalf of the Company, in its discretion. Any such determinations may affect stockholders differently and some stockholders may be +adversely affected by such determinations by the Board of Directors or Advisor. Stockholders may be situated differently in a number of ways, including being +resident of, or organized in, various jurisdictions, being subject to different tax rules or regulatory structures and/or having different internally- or externally- +imposed investment policies, restrictions or guidelines. As a result, conflicts of interest may arise in connection with decisions made by the Board of Directors +or the Advisor that may be more beneficial for certain stockholders. In making determinations on behalf of the Company, including in structuring and +completing investments, the Advisor intends to consider the investment and tax objectives of the Company and the stockholders as a whole, not the investment, +tax or other objectives of any stockholder individually. +Subject to applicable law, including the 1940 Act, and the terms of the applicable contracts with the Company, BlackRock Entities may from time to time, +and without notice to the Company or stockholders, insource or outsource to third-parties, including parties which are affiliated with BlackRock, certain +processes or functions in connection with a variety of services that they provide to the Company in their administrative or other capacities. Such in-sourcing or +outsourcing may give rise to potential conflicts of interest. +Limited Access to Information; Information Advantage of Certain BlackRock Clients. As a result of receiving client reports, service on a Client Account’s +advisory board, affiliation with the Advisor or otherwise, one or more BlackRock clients may have access to different information regarding the BlackRock +Entities’ transactions, strategies or views, and may act on such information in accounts not controlled by the BlackRock Entities, which may have a material +adverse effect on the performance of the Company. The Company and its investments may also be adversely affected by market movements or by decreases in +the pool of available securities or liquidity arising from purchases and sales by, as well as increases of capital in, and withdrawals of capital from, other Client +Accounts and other accounts of BlackRock clients not controlled by BlackRock. These effects can be more pronounced in respect of investments with limited +capacity and in thinly traded securities and less liquid markets. +Furthermore, our stockholders’ rights to information regarding the Advisor or the Company generally will be limited to applicable reporting obligations +and information requirements under the Exchange Act and applicable state law. It is anticipated that the Advisor and its affiliates will obtain certain types of +material information from or relating to the Company’s investments that will not be disclosed to stockholders because such disclosure is prohibited, including as +a result of contractual, legal or similar obligations outside of BlackRock’s control. Such limitations on the disclosure of such information may have adverse +consequences for stockholders in a variety of circumstances and may make it difficult for a stockholder to monitor the Advisor and its performance. +Advisor Decisions May Benefit BlackRock Entities and BlackRock Accounts. BlackRock Entities may derive ancillary benefits from certain decisions made +on behalf of the Company. While the Advisor will make decisions for the Company in accordance with its obligations to manage the Company appropriately, +the fees, allocations, compensation and other benefits to the BlackRock Entities (including benefits relating to business relationships of the BlackRock Entities) +may be greater as a result of certain portfolio, investment, service provider or other decisions made by the Advisor for the Company than they would have been +had other decisions been made which also might have been appropriate for the Company. In addition, BlackRock Entities may invest in Client Accounts and +therefore may indirectly derive ancillary benefits from certain decisions made by the Advisor. The Advisor may also make decisions and exercise discretion +with respect to the Company that could benefit BlackRock Entities that have invested in the Company. +41 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_43.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..1ddffcb653330938855d41ff5399a83c714aa6e2 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_43.txt @@ -0,0 +1,42 @@ + +Temporary Investments in Cash Management Products. Subject to applicable law, the Company may invest, on a temporary basis, in short-term, high- +grade assets or other cash management products, including SEC-registered investment funds (open-end or closed-end) or unregistered funds, including any such +funds that are sponsored, managed or serviced by advisory BlackRock Entities. In connection with any of these investments, the Company will bear all fees +pertaining to the investment, including advisory, administrative or 12b-1 fees, and no portion of any fees otherwise payable by the Company will be offset +against fees payable in accordance with any of these investments (i.e., there could be “double fees” involved in making any of these investments which would +not arise in connection with a stockholder’s direct investment in such money market or liquidity funds, because a BlackRock Entity could receive fees with +respect to both the management of the Company, on one hand, and such cash management products, on the other). In these circumstances, as well as in other +circumstances in which any BlackRock Entities receive any fees or other compensation in any form relating to the provision of services, subject to the +Company’s Governing Documents, no accounting, repayment to the Company or offset of the Advisory Fee will be required. +Management Responsibilities. The employees and directors of the Advisor or its affiliates are not under any obligation to devote all of their professional +time to the affairs of the Company, but will devote such time and attention to the affairs of the Company as BlackRock determines in its discretion is necessary +to carry out the operations of the Company effectively. Employees and directors of the Advisor engage in other activities unrelated to the affairs of the +Company, including managing or advising other Client Accounts, which presents potential conflicts in allocating management time, services and functions +among the Company and other Client Accounts. These potential conflicts will be exacerbated in situations where employees may be entitled to greater incentive +compensation or other remuneration from certain Client Accounts than from other Client Accounts (including the Company). +The Advisor may, subject to applicable law, utilize the personnel or services of its affiliates in a variety of ways to make available to the Company +BlackRock’s global capabilities. Although the Advisor believes this practice generally is in the best interests of its clients, it is possible that conflicts with +respect to allocation of investment opportunities, portfolio execution, client servicing or other matters may arise due to differences in regulatory requirements in +various jurisdictions, time differences or other reasons. The Advisor will seek to ameliorate any conflicts that arise and may determine not to utilize the +personnel or services of a particular affiliate in circumstances where it believes the potential conflict outweighs the potential benefits. +Investments by Directors, Officers and Employees of BlackRock Entities. The directors, officers and employees of BlackRock Entities are permitted to buy +and sell public or private securities, commingled vehicles or other investments held by the Company for their own accounts, or accounts of their family +members and in which such BlackRock Entity personnel may have a pecuniary interest, including through accounts (or investments in funds) managed by +BlackRock Entities, in accordance with BlackRock’s personal trading policies. As a result of differing trading and investment strategies or constraints, positions +taken by BlackRock Entity directors, officers, and employees may be the same as or different from, or made contemporaneously or at different times than, +positions taken for the Company. +Such persons and/or investment vehicles they manage also may invest in companies in the same industries as companies in which the Company expects to +invest, and may compete with the Company for investment opportunities, and their investments may compete with the Company’s investments. +In addition, BlackRock personnel may serve on the boards of directors of companies in the same industries as companies in which the Company expects to +invest, which can give rise to conflicting obligations and interests. +As these situations may involve potential conflicts of interest, BlackRock has adopted policies and procedures relating to personal securities transactions, +insider trading and other ethical considerations. These policies and procedures are intended to identify and reduce actual conflicts of interest with clients and to +resolve such conflicts appropriately if they do occur. +Issues Relating to the Valuation of Assets. While securities and other property held by the Company generally will be valued by reference to an +independent third-party source, in certain circumstances holdings may be valued at fair value based upon the principles and methods of valuation set forth in +policies adopted by the Advisor as Valuation Designee under the supervision of our Board of Directors. Moreover, a significant portion of the assets in which +the Company may directly or indirectly invest may not have a readily ascertainable market value and, subject to applicable law, may be valued at fair value +based upon the principles and methods of valuation set forth in policies adopted by the Advisor as Valuation Designee under the supervision of our Board of +Directors. +42 +The secret object #1 is a "book". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_44.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a0df5fd205dd3e38fe0a9c7c61335d0ddc6d768 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_44.txt @@ -0,0 +1,43 @@ + +Potential Restrictions on the Advisor’s Activities on Behalf of the Company. From time to time, the Advisor expects to be restricted from purchasing or +selling securities or taking other actions on behalf of the Company because of regulatory and legal requirements applicable to BlackRock Entities, other Client +Accounts and/or the Advisor’s internal policies designed to comply with or limit the applicability of, or which otherwise relate to, such requirements. An +investment fund not advised by BlackRock Entities may not be subject to the same considerations. There may be periods when the Advisor (on behalf of the +Company) may not initiate or recommend certain types of transactions, may limit or delay purchases, may sell or redeem existing investments, forego +transactions or other investment opportunities, restrict or limit the exercise of rights (including voting rights), or may otherwise restrict or limit their advice with +respect to securities or instruments issued by or related to issuers for which BlackRock Entities are performing advisory or other services. Such policies may +restrict the Company’s activities more than required by applicable law. For example, when BlackRock Entities are engaged to provide advisory or risk +management services for an issuer, the Company may be prohibited from or limited in purchasing or selling interests of that issuer, particularly in cases where +BlackRock Entities have or may obtain material non-public information about the issuer. Similar prohibitions or limitations could also arise if: (i) BlackRock +Entity personnel serve as directors or officers of issuers, the securities or other interests of which the Company wishes to purchase or sell, (ii) the Advisor on +behalf of the Company participates in a transaction (including a controlled acquisition of a U.S. public company) that results in the requirement to restrict all +purchases, sales and voting of equity securities of such target issuer, or (iii) regulations, including portfolio affiliation rules or stock exchange rules, prohibit +participation in offerings by an issuer when other Client Accounts have prior holdings of such issuer’s securities or desire to participate in such a public +offering, or where other Client Accounts have or may have short positions in such issuer’s securities. However, where permitted by applicable law, and where +consistent with the BlackRock Entities’ policies and procedures, the BlackRock Entities may, but are not obligated to, seek to avoid such prohibitions or +limitations (such as through the implementation of appropriate information barriers), and in such cases, the Advisor on behalf of the Company may purchase or +sell securities or instruments that are issued by such issuers. In addition, certain activities and actions may also be considered to result in reputational risk or +disadvantage for the management of the Company and/or for the Advisor and its affiliates, and the Advisor may decline or limit an investment opportunity or +dispose of an existing investment as a result. +In addition, in regulated industries and in certain markets, and in certain futures and derivative transactions, there are limits on the aggregate amount of +investment by affiliated investors that may not be exceeded without a regulatory filing, the grant of a license or other regulatory or corporate consent. For +example, the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. commodities exchanges and certain non-U.S. exchanges have established limits +referred to as “speculative position limits” or “position limits” on the maximum long or short (or, for some commodities, the gross) positions which any person +or group of persons may own, hold or control in certain futures or options on futures contracts, and such rules generally require aggregation of the positions +owned, held or controlled by related entities. Any such limits may prevent the Company from acquiring positions that might otherwise have been desirable or +profitable. Under certain circumstances, the Advisor may restrict a purchase or sale of securities, derivative instruments or other assets on behalf of Client +Accounts in anticipation of a future conflict that may arise if such purchase or sale would be made. Any such determination will take into consideration the +interests of the relevant Client Accounts, the circumstances that would give rise to the future conflict and applicable law. Such determination will be made on a +case by case basis. +Other Services and Activities of the BlackRock Entities. The BlackRock Entities (including the Advisor) will, from time to time, provide financial, +consulting and other services to, and receive compensation from, an entity which is the issuer of a security or other investment held by the Company, +counterparties to transactions with the Company or third parties that also provide services to the Company. In addition, the BlackRock Entities (including the +Advisor) may purchase property (including securities) from, sell property (including securities) or lend funds to, or otherwise deal with, any entity which is the +issuer of a security held by the Company, counterparties to transactions with the Company or third parties that also provide services to the Company. It is also +likely that the Company will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or +obtain services from entities for which BlackRock Entities perform or seek to perform certain financial services. Conflicts are expected to arise in connection +with the foregoing. +The BlackRock Entities may derive ancillary benefits from providing investment advisory, administrative and other services to the Company, and +providing such services to the Company may enhance the BlackRock Entities’ relationships with various parties, facilitate additional business development, and +enable the BlackRock Entities to obtain additional business and generate additional revenue. +43 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_45.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..51f5dfcf8cb6df5d8f44aa365ed47babde9644d8 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_45.txt @@ -0,0 +1,48 @@ + +Potential Restrictions and Issues Relating to Information Held by BlackRock. The Advisor may not have access to information and personnel of all +BlackRock Entities, including as a result of informational barriers constructed between different investment teams and groups within BlackRock focusing on +alternative investments and otherwise. Therefore, the Advisor may not be able to manage the Company with the benefit of information held by one or more +other investment teams and groups within the BlackRock Entities. However, although it is under no obligation to do so, if it is permitted to do so, the Advisor +may consult with personnel on other investment teams and in other groups within BlackRock, or with persons unaffiliated with BlackRock, or may form +investment policy committees composed of such personnel, and in certain circumstances, personnel of affiliates of the Advisor may have input into, or make +determinations regarding, portfolio management transactions for the Company, and may receive information regarding the Advisor’s proposed investment +activities for the Company that generally is not available to the public. There will be no obligation on the part of such persons to make available for use by the +Company any information or strategies known to them or developed in connection with their own client, proprietary or other activities. In addition, BlackRock +will be under no obligation to make available any research or analysis prior to its public dissemination. +The Advisor makes decisions for the Company based on the Company’s investment program. The Advisor from time to time may have access to certain +fundamental analysis, research and proprietary technical models developed by BlackRock Entities and their personnel. There will be no obligation on the part of +the BlackRock Entities to make available for use by the Company, or to effect transactions on behalf of the Company on the basis of, any such information, +strategies, analyses or models known to them or developed in connection with their own proprietary or other activities. In certain cases, such personnel will be +prohibited from disclosing or using such information for their own benefit or for the benefit of any other person, including the Company and other Client +Accounts. In other cases, fundamental analyses, research and proprietary models developed internally may be used by various BlackRock Entities and their +personnel on behalf of different Client Accounts, which could result in purchase or sale transactions in the same security at different times (and could potentially +result in certain transactions being made by one portfolio manager on behalf of certain Client Accounts before similar transactions are made by a different +portfolio manager on behalf of other Client Accounts), or could also result in different purchase and sale transactions being made with respect to the same +security. The Advisor may also effect transactions for the Company that differ from fundamental analysis, research or proprietary models issued by the +BlackRock Entities or by the Advisor itself in various contexts. The foregoing transactions may negatively impact the Company and its direct and indirect +investments through market movements or by decreasing the pool of available securities or liquidity, which effects can be more pronounced in thinly traded +securities and less liquid markets. +The BlackRock Entities and different investment teams and groups within the Advisor have no obligation to seek information or to make available to or +share with the Company any third-party manager with which the Company invests any information, research, investment strategies, opportunities or ideas +known to BlackRock Entity personnel or developed or used in connection with other clients or activities. The BlackRock Entities and different investment +teams and groups within the Advisor may compete with the Company or any third-party manager with which the Company invests for appropriate investment +opportunities on behalf of their other Client Accounts. The results of the investment activities of the Company may differ materially from the results achieved +by BlackRock Entities for other Client Accounts. BlackRock Entities may give advice and take action with respect to other Client Accounts that may compete or +conflict with the advice the Advisor may give to the Company, including with respect to their view of the operations or activities of an investment, the return of +an investment, the timing or nature of action relating to an investment or the method of exiting an investment. +BlackRock Entities may restrict transactions for themselves, but not for the Company, or vice versa. BlackRock Entities and certain of their personnel, +including the Advisor’s personnel or other BlackRock Entity personnel advising or otherwise providing services to the Company, may be in possession of +information not available to all BlackRock Entity personnel, and such personnel may act on the basis of such information in ways that have adverse effects on +the Company. The Company could sustain losses during periods in which BlackRock Entities and other Client Accounts achieve significant profits. +Material, Non-Public Information. The Advisor and its personnel may not trade for the Company or other Client Accounts or for their own benefit or +recommend trading in financial instruments of a company while they are in possession of material, non-public or price sensitive information (“Inside +Information”) concerning such company, or disclose such Inside Information to any person not entitled to receive it. The BlackRock Entities (including the +Advisor) may have access to Inside Information. The Advisor has instituted an internal information barrier policy designed to prevent securities laws violations +based on access to Inside Information. Accordingly, there may be certain cases where the Advisor may be restricted from effecting purchases and/or sales of +interests in securities or other financial instruments, or entering into certain transactions or exercising certain rights under such transactions on behalf of the +Company and/or the other Client Accounts. There can be no assurance that the Advisor will not receive Inside Information and that such restrictions will not +occur. At times, the Advisor, in an effort to avoid restriction for the Company or the other Client Accounts, may elect not to receive Inside Information, which +may be relevant to the Company’s portfolio, that other market participants are eligible to receive or have received and could affect decisions that would have +otherwise been made. +44 +The secret animal #5 is a "pig". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_46.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..79d1a3dcd6e38fe36d5ef1db26fd1b62ff176991 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_46.txt @@ -0,0 +1,49 @@ + +Any partner, officer or employee of the BlackRock Entities may serve as an officer, director, advisor or in comparable management functions for the +investments of other Client Accounts, and any such person may obtain Inside Information in connection therewith, or in connection with such partner’s, +officer’s or employee’s other activities in the financial markets. In an effort to manage possible risks arising from the internal sharing of material non-public +information, BlackRock maintains a list of restricted securities with respect to which it has access to material non-public information and in which Client +Accounts are restricted from trading. If partners, officers or employees of BlackRock obtain such material nonpublic information about a portfolio company +which is an investment of a Client Account, the Company may be prohibited by law, policy or contract, for a period of time, from (i) unwinding a position in +such company, (ii) establishing an initial position or taking any greater position in such company and/or (iii) pursuing other investment opportunities, which +could impact the returns to the Company. In addition, in certain circumstances, particularly during the liquidation of a Client Account, the Company may be +prohibited from trading a position that it holds, directly or indirectly, in the Client Account because BlackRock determines that one or more partners, officers or +employees of BlackRock holds material non-public information with respect to one or more remaining positions held by the Client Account. +Transactions with Certain Stockholders. The Company is permitted to enter into transactions with certain stockholders, subject to applicable law. For +example, the Advisor may be presented with opportunities to receive financing and/or other services in connection with the Company’s operations and/or the +Company’s investments from certain stockholders or their affiliates that are engaged in lending or related business, which subjects the Advisor to conflicts of +interest. +The Company’s Use of Investment Consultants and BlackRock’s Relationship with Investment Consultants. Stockholders may work with pension or other +institutional investment consultants (collectively, “Investment Consultants”). Investment Consultants provide a wide array of services to pension plans and other +institutions, including assisting in the selection and monitoring of investment advisers such as the Advisor. From time to time, Investment Consultants who +recommend the Advisor to, and provide oversight of the Advisor for, stockholders may also provide services to or purchase services from the BlackRock +Entities. For example, the BlackRock Entities purchase certain index and performance-related databases and human resources-related information from +Investment Consultants and their affiliates. The BlackRock Entities also utilize brokerage execution services of Investment Consultants or their affiliates, and +BlackRock Entities personnel may attend conferences sponsored by Investment Consultants. Conversely, from time to time, the BlackRock Entities may be +hired by Investment Consultants and their affiliates to provide investment management and/or risk management services, creating possible conflicts of interest. +Other Relationships with BlackRock Entities, Clients and Market Participants. The BlackRock Entities have developed, and will in the future develop, +relationships with (or may invest in) a significant number of clients and other market participants (e.g., financial institutions, service providers, managers of +investment funds, banks, brokers, advisors, joint venturers, consultants, finders (including executive finders), executives, attorneys, accountants, institutional +investors, family offices, lenders, current and former employees, and current and former portfolio investment executives, as well as certain family members or +close contacts of these persons), including those that may hold or may have held investments similar to the investments intended to be made by the Company, +that may themselves represent appropriate investment opportunities for the Company, or that may compete with the Company for investment opportunities. +Furthermore, the Advisor generally exercises its discretion to recommend to the Company or to an investment thereof that it contracts for services with such +clients and market participants, and/or with other BlackRock Entities. It is difficult to predict the circumstances under which these relationships could become +material conflicts for the Company, but it is possible that as a result of such relationships (or agreements with other Client Accounts) the Advisor may refrain +from making all or a portion of any investment or a disposition on behalf of the Company, which may materially adversely affect the performance of the +Company. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including +services at reduced rates) to, the BlackRock Entities and/or Client Accounts and/or their affiliates. BlackRock expects to be subject to a potential conflict of +interest with the Company in recommending the retention or continuation of a third-party service provider to such Company or a portfolio investment if such +recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in the Company or one or more Client +Accounts, will provide the BlackRock Entities information about markets and industries in which the BlackRock Entities operate (or are contemplating +operations) or will provide other services that are beneficial to the BlackRock Entities, the Company or one or more Client Accounts. The Advisor expects to be +subject to a potential conflict of interest in making such recommendations, in that Advisor has an incentive to maintain goodwill between it and clients and other +market participants, while the products or services recommended may not necessarily be the best available or most cost effective to the Company or its +investments. +Legal Representation. The Company, as well as the Advisor and/or other BlackRock Entities, have engaged several counsel to represent them. In +connection with such representation, counsel has relied upon certain information furnished to them by the Advisor and the BlackRock Entities, and has not +investigated or verified the accuracy or completeness of such information. Such counsel’s engagement is limited to the specific matters as to which they are +consulted and, therefore, there may exist facts or circumstances that could have a bearing on the Company’s or BlackRock’s financial condition or operations +with respect to which counsel has not been consulted and for which they expressly disclaim any responsibility. Counsel has not represented and will not be +representing stockholders. No independent counsel has been retained (or is expected to be retained) to represent stockholders. No attorney-client +45 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_47.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..1641a711a9d9bc3a6c4eb7071774e38c51f09f7d --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_47.txt @@ -0,0 +1,49 @@ + +relationship exists between any counsel and any stockholder solely by such stockholder making an investment in the Company. As a result, stockholders are +urged to retain their own counsel. +Resolution of Conflicts. Any conflicts of interest that arise between the Company or particular stockholders, on the one hand, and other Client Accounts or +BlackRock Entities or affiliates thereof, on the other hand, will be discussed and resolved on a case-by-case basis by business, legal and compliance officers of +the Advisor and its affiliates, as applicable. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving +rise to the conflicts. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the interests of the Company or any affected +stockholder. There can be no assurance that any actual or potential conflicts of interest will not result in the Company receiving less favorable investment or +other terms with respect to investments, transactions or services than if such conflicts of interest did not exist. +Potential Impact on the Company. It is difficult to predict the circumstances under which one or more of the foregoing conflicts could become material, +but it is possible that such relationships could require the Company to refrain from making all or a portion of any investment or a disposition in order for +BlackRock to comply with its fiduciary duties, the 1940 Act, the Advisers Act or other applicable law. The Advisor may, under certain circumstances, seek to +have conflicts or transactions involving conflicts approved in accordance with the governing agreements of the Company. Copies of Part 2A of the Advisor’s +Form ADV, which includes additional detail regarding conflicts of interest that are relevant to BlackRock’s investment management business, are available at +www.sec.gov and will be provided to current and prospective stockholders upon request. +The foregoing list of potential and actual conflicts of interest does not purport to be a complete enumeration of the conflicts attendant to an investment in +the Company. Additional conflicts may exist that are not presently known to the Advisor, BlackRock or their respective affiliates or are deemed immaterial. +Prospective investors should consult with their independent advisors before deciding whether to invest in the Company. In addition, as the investment program +of the Company develops and changes over time, an investment in the Company may be subject to additional and different actual and potential conflicts of +interest. +Our incentive compensation may induce our Advisor to make certain investments, including speculative investments. +The incentive compensation payable by us to the Advisor may create an incentive for the Advisor to make investments on our behalf that are risky or more +speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive compensation is determined may +encourage the Advisor to increase the use of leverage or take additional risk to increase the return on our investments. Under certain circumstances, the use of +leverage may increase the likelihood of default, which would disfavor the holders of our common stock, or of securities convertible into our common stock or +warrants representing rights to purchase our common stock or securities convertible into our common stock. A rise in the general level of interest rates can be +expected to lead to higher interest rates applicable to certain of our debt investments and may accordingly result in a substantial increase in the amount of +incentive compensation payable to the Advisor with respect to our cumulative investment income. Although the incentive compensation is subject to a total +return hurdle, the Advisor may have some ability to accelerate the realization of gains to obtain incentive compensation earlier than it otherwise would when it +may be in our best interests to not yet realize gains. Our directors monitor our use of leverage and the Advisor’s management of our investment program in the +best interests of our common stockholders. +We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent +we so invest, we will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain +obligated to pay management and incentive compensation to the Advisor with respect to the assets invested in the securities and instruments of other investment +companies. With respect to each of these investments, each of our common stockholders will bear his or her share of our management and incentive +compensation as well as indirectly bear the management and performance fees and other expenses of any investment companies in which we invest. +We may be obligated to pay the Advisor incentive compensation payments in excess of the amounts we would have paid if such compensation was subject to +clawback arrangements. +The Advisor is entitled to incentive compensation for each fiscal quarter after January 1, 2013 in an amount equal to a percentage of our ordinary income +(before deducting incentive compensation) since that date and, separately, a percentage of our realized capital gains (net of realized capital losses and unrealized +depreciation) since that date, in each case subject to a cumulative total return requirement. If we pay incentive compensation and thereafter experience +additional realized capital losses or unrealized capital depreciation such that we would no longer have been required to provide incentive compensation, we will +not be able to recover any portion of the incentive compensation previously paid or distributed because our incentive compensation arrangements do not contain +any clawback provisions. As a result, the incentive compensation could exceed 17.5% of our cumulative total return, depending on the timing of unrealized +appreciation, net unrealized depreciation and net realized capital losses. For example, part of the incentive compensation payable or distributable by us that +relates to our ordinary income is computed on income that may include interest that has been accrued but not yet received in cash. If a portfolio company +defaults on a loan, it is possible that accrued interest previously +46 +The secret object #5 is a "comb". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_48.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..5e1eec80f3381a765f34bdc31905f186a28b204d --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_48.txt @@ -0,0 +1,43 @@ + +used in the calculation of the incentive compensation will become uncollectible. Similarly, the income component is measured against a total return limitation +that includes unrealized gains. Such gains may not be realized or may be realized at a lower amount. Consequently, we may have paid incentive compensation +on income in circumstances where we otherwise would not have done so and with respect to which we do not have a clawback right against the Advisor. +Our Advisor’s liability is limited under the investment management agreement, and we are required to indemnify our Advisor against certain liabilities, +which may lead our Advisor to act in a riskier manner on our behalf than it would when acting for its own account. +Our Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not +be responsible for any action of our Board of Directors in declining to follow our Advisor’s advice or recommendations. Pursuant to the investment +management agreement, our Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members +and any other person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, +bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect our Advisor and its +members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it +with respect to all damages, liabilities, costs and expenses resulting from acts of our Advisor not arising out of willful misfeasance, bad faith, gross negligence +or reckless disregard in the performance of their duties under the investment and management agreement. These protections may lead our Advisor to act in a +riskier manner when acting on our behalf than it would when acting for its own account. +We are dependent upon senior management personnel of the Advisor for our future success; if the Advisor is unable to retain qualified personnel or if the +Advisor loses any member of its senior management team, our ability to achieve our investment objective could be significantly harmed. +The success of the Company is highly dependent on the financial and managerial expertise of the Advisor. The loss of one or more of the voting members +of the Investment Committee could have a material adverse effect on the performance of the Company. Although the Advisor and the voting members of the +Investment Committee devote a significant amount of their respective efforts to the Company, they actively manage investments for other clients and are not +required to (and will not) devote all of their time to the Company’s affairs. In addition, in connection with the acquisition of the Advisor by BlackRock in +August 2018, certain senior members of the Advisor's investment team and other key advisory personnel were granted retention bonuses. As the last of such +retention bonuses have recently been paid, there may be less economic incentive for certain senior investment team members and certain other key personnel to +remain with the Advisor than in prior periods. While currently no member of the Advisor's investment team that received such bonuses has informed the +Advisor of an intent to leave, the loss of key members of the Advisor’s investment team, or a material portion of other key advisory personnel, could have a +material adverse effect on the performance of the Company if the Advisor were unable to replace such persons in a timely manner. +The Advisor can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our +operations that could adversely affect our financial condition, business and results of operations. +The Advisor has the right, under our investment management agreement, to resign at any time upon not more than 60 days’ written notice, whether we +have found a replacement or not. If the Advisor resigns, we may not be able to find a new investment advisor or hire internal management with similar expertise +and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to +experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected +and the market price of our common stock may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if +we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Advisor and its affiliates. +Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our +investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations. +We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or losses and the +risks of investing in us in the same manner as our borrowings. +Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any preferred +stock we issue must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over +any dividends or other payments to our common stockholders and preferred stockholders are not subject to any of our expenses or losses, and are not entitled to +participate in any income or appreciation in excess of their stated preference. +47 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_49.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..43cbe1a459e9e68e587a48ba4fa3e09ad2bd0a20 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_49.txt @@ -0,0 +1,47 @@ + +The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of +preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. In addition, the +dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take +preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses +and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into +common stock). In addition, under the 1940 Act, preferred stock constitutes a “senior security” for purposes of the asset coverage test. +We may experience fluctuations in our periodic operating results. +We could experience fluctuations in our periodic operating results due to a number of factors, including the interest rates payable on the debt securities we +acquire, the default rate on such securities, the level of our expenses (including the interest rates payable on our borrowings), the dividend rates payable on +preferred stock we issue, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition +in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance +in future periods. +If we fail to maintain our status as a BDC, our business and operating flexibility could be significantly reduced. +We qualify as a BDC under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of business development companies. For +example, BDCs are prohibited from making any unqualifying investments unless at least 70% of their total assets are invested in qualifying investments which +are primarily securities of private or thinly-traded U.S. companies, cash, cash equivalents, U.S. government securities and other high quality debt investments +that mature in one year or less. Failure to comply with the requirements imposed on business development companies by the 1940 Act could cause the SEC to +bring an enforcement action against us and/or expose us to claims of private litigants. In addition, any such failure could cause an event of default under the +Leverage Program, which could have a materially adverse effect on our business, financial conditions or results of operations. +Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, under the Code we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +We have elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. If we can meet certain requirements, including +source of income, asset diversification and distribution requirements, and if we continue to qualify as a BDC, we will continue to qualify to be a RIC under the +Code and will not have to pay corporate-level taxes on income we distribute to our stockholders, allowing us to substantially reduce or eliminate our corporate- +level tax liability. As a result, we intend to distribute to our stockholders substantially all of our annual taxable income, except that we may retain certain net +capital gains for reinvestment in common interests of SVCP, and treat such amounts as deemed distributions to our stockholders. If we elect to treat any +amounts as deemed distributions, we must pay income taxes at the corporate rate on such deemed distributions on behalf of our stockholders and our +stockholders will receive a tax credit for such amounts and an increase in basis. A stockholder that is not subject to U.S. federal income tax or otherwise is not +required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for +the taxes we paid. As a result of these requirements, we will likely need to raise capital from other sources to grow our business. Unfavorable economic or +capital market conditions may increase our funding costs, limit our access to the capital markets or could result in a decision by lenders not to extend credit to +us. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease +our earnings, if any. +As a BDC, we are not able to incur senior securities unless after giving effect thereto we meet a coverage ratio of total assets, less liabilities and +indebtedness not represented by senior securities, to total senior securities, which includes all of our borrowings, of at least 150%. This means that for every +$100 of net assets, we may raise $200 from senior securities, such as borrowings or issuing preferred stock. These requirements limit the amount that we may +borrow. On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude the debt of TCPC SBIC LP guaranteed by the SBA from our +150% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the +SBIC to borrow up to $160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. +Because we will continue to need capital to grow our investment portfolio, these limitations may prevent us from incurring debt and require us to raise +additional equity at a time when it may be disadvantageous to do so. While we expect we will be able to borrow and to issue additional debt securities and +expect that we will be able to issue additional equity securities, we cannot assure you that debt and equity financing will be available to us on favorable terms, +or at all. In addition, as a BDC, we generally will not be permitted to issue equity securities priced below net asset value without stockholder approval. If +additional funds are not available to us, we could be forced to curtail or cease new investment activities and our net asset value or common stock price could +decline. +48 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_5.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..fc16fb3043d7ca2990341e33a1a93b9f9d74c2d7 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_5.txt @@ -0,0 +1,43 @@ + +Item 1. Business +General +In this annual report in Form 10-K, except as otherwise indicated, the terms: +“Company,” "we," "us" and "our" refer to Special Value Continuation Fund, LLC, a Delaware limited liability company, for the periods prior to the +consummation of the Conversion described elsewhere in this report and to BlackRock TCP Capital Corp., formerly known as TCP Capital Corp., for the +periods after the consummation of the Conversion; +“SVCP” refers to Special Value Continuation Partners LLC, a Delaware limited liability company; +“TCPC Funding” refers to TCPC Funding I, LLC, a Delaware limited liability company; +“TCPC Funding II” refers to TCPC Funding II, LLC, a Delaware limited liability company; +The “SBIC” refers to TCPC SBIC, LP, a Delaware limited partnership; +The “Advisor” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment manager; and +“Administrator” refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company, an affiliate of the Advisor and administrator of +the Company. +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 +Act”). Our investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We +seek to achieve our investment objective primarily through investments in debt securities of middle-market companies, which we typically define as those with +enterprise values between $100 million and $1.5 billion. While we intend to primarily focus on privately negotiated investments in debt of middle-market +companies, we may make investments of all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and +warrants or options received in connection with our debt investments. Our investment activities will benefit from what we believe are the competitive +advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, +middle-market companies. We expect to generate returns through a combination of the receipt of contractual interest payments on debt investments and +origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments. +Investment operations are conducted through the Company’s wholly-owned subsidiaries, SVCP, TCPC Funding, TCPC Funding II and the SBIC. SVCP +was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew +its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the +Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited +liability company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the +Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock +Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. BlackRock, Inc., along +with its subsidiaries is referred to herein as “BlackRock”. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, we will not be taxed +on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements. SVCP was treated as a partnership +for U.S. federal income tax purposes through August 1, 2018, and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will +be treated as a disregarded entity. +On April 2, 2012, the Company converted from a limited liability company to a corporation (the “Conversion”). At the time of the Conversion, all limited +liability company interests of Special Value Continuation Fund, LLC (“SVCF”) were exchanged for 15,725,635 shares of common stock in the Company. As a +result of the Conversion, the books and records of SVCF became the books and records of the Company. +On April 3, 2012, the Company priced its initial public offering (the “Offering”), selling 5,750,000 shares of its common stock at a public offering price of +$14.75 per share. +4 +The secret object #4 is an "umbrella". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_50.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..98569f34e17342c5728e75cca45186aae36cf83d --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_50.txt @@ -0,0 +1,44 @@ + + +The highly competitive market in which we operate may limit our investment opportunities. +A number of entities compete with us to make the types of investments that we make. We compete with other BDCs, public and private funds, commercial +and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity funds. Additionally, +because competition for investment opportunities generally has increased among alternative investment vehicles, such as hedge funds, those entities now invest +in areas in which they have not traditionally invested, including making investments in middle-market private companies. As a result of these new entrants, +competition for investment opportunities intensified over the past several years and may intensify further in the future. Some of our existing and potential +competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may +have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or +different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of +our competitors are not subject to the regulatory restrictions and valuation requirements that the 1940 Act imposes on us as a BDC and that the Code imposes on +us as a RIC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results +of operations. Also, as a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment +opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment +objective. +We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors make loans with interest rates that +are comparable to or lower than the rates we offer. +We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and +structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a competitive environment, we may +make investments that are on better terms to our portfolio companies than what we may have originally anticipated, which may impact our return on these +investments. +Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effect of +which may be adverse. +Our Board of Directors has the authority to modify or waive certain of our investment objective, operating policies and strategies without prior notice and +without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as +to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our +business, operating results or value of our common stock. Nevertheless, the effects could adversely affect our business and impact our ability to make +distributions to our stockholders. +Risks related to our investments +Our investments are risky and highly speculative, and we could lose all or part of our investment. +We invest primarily in middle-market companies primarily through leveraged loans. +Risks Associated with Middle-market Companies. Investing in private middle-market companies involves a number of significant risks, including: +• these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which +may be accompanied by a deterioration in the value of any collateral; +• they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render +them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; +• they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or +termination of one or more of these persons could have a material adverse impact on the portfolio company and, in turn, on us; +• they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing +businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, +finance expansion or maintain their competitive position; +49 +The secret object #3 is a "spoon". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_6.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..861aa0d646b22f6e367aa4cf9b600b4258326764 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_6.txt @@ -0,0 +1,44 @@ + +On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment +Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the +Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital +Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The +Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special +committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions +contemplated thereby. On January 10, 2024, the Merger Agreement was amended and restated. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our +stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended (the “Code”), for +each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that +we satisfy those requirements. +The Advisor +Our investment activities are managed by the Advisor, a wholly-owned indirect subsidiary of BlackRock, Inc. (together with its subsidiaries, including but +not limited to the Advisor, “BlackRock”) and a limited liability company registered as an investment advisor under the Investment Advisers Act of 1940. +BlackRock is a leader in investment management, risk management and advisory services for institutional and retail clients worldwide. At December 31, 2023, +BlackRock's assets under management were $10.0 trillion. BlackRock helps clients meet their goals and overcome challenges with a range of products that +include separate accounts, mutual funds, iShares® (exchange-traded funds), and other pooled investment vehicles. BlackRock also offers risk management, +advisory and enterprise investment system services to a broad base of institutional investors through BlackRock Solutions®. Headquartered in New York City, +as of December 31, 2023, the firm had approximately 19,800 employees in more than 30 countries who serve clients in over 100 countries across the globe, +providing a broad range of investment management and technology services to institutional and retail clients worldwide. +The investment professionals of the Advisor have significant industry experience, including experience investing in middle-market companies. Together, +they have invested approximately $46.9 billion in 929 companies since the Advisor’s inception in 1999, through multiple business and credit cycles, across all +segments of the capital structure and through a broad set of credit-oriented strategies including leveraged loan origination, secondary investments of discounted +debt securities, and distressed and control opportunities. We believe that the Advisor's investment perspectives, complementary skills, and collective investment +experience along with BlackRock’s resources, relationships and global platform provide the Advisor with a strategic and competitive advantage in middle- +market investing. +As our investment advisor, the Advisor is responsible for sourcing potential investments, conducting research, analyzing investment opportunities and +structuring our investments and monitoring our portfolio companies on an ongoing basis. We believe that the Advisor has a proven long-term track record of +positive performance, notwithstanding some periods during which losses were incurred, of sourcing deals, originating loans and successfully investing in +middle-market companies and that the relationships of its investment professionals are integral to the Advisor’s success. The Advisor’s investment professionals +have long-term working relationships with key sources of investment opportunities and industry expertise, including investment bankers, financial advisors, +attorneys, private equity sponsors, other senior lenders, high-yield bond specialists, research analysts, accountants, and senior management teams. Additionally, +BlackRock’s broad and established sourcing network along with the Advisor’s board of advisors and senior executive advisors from a variety of industries +extend the reach of the Advisor’s relationships and can enhance our deal sourcing and due diligence activities. +We also benefit from the existing infrastructure and administrative capabilities of an established investment manager. The Administrator, an affiliate of the +Advisor, provides us with office space, equipment and office services. The tasks of our Administrator include overseeing our financial records, preparing reports +to our stockholders and reports filed with the SEC and generally monitoring the payment of our expenses and the performance of administrative and +professional services rendered to us by others. +Since the beginning of 2011, the Advisor executed across its funds approximately $34.7 billion in direct origination leveraged loans primarily to middle- +market companies, of which approximately $6.2 billion was for our account. There can be no assurance that similar deal flow or terms will be available in the +future for loans in which we may invest. +5 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_7.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..7acde4a1b2f79a357aba7cb09984aba75d092669 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_7.txt @@ -0,0 +1,32 @@ + +Operating and Regulatory Tax Structure +The Company elected to be treated for U.S. federal income tax purposes as a RIC under the Code. As a RIC, the Company generally does not have to pay +corporate-level federal income taxes on any net ordinary income or capital gain that we distribute to our stockholders as dividends if we meet certain source-of- +income, distribution and asset diversification requirements. The Company has elected to be regulated as a BDC under the 1940 Act. As a BDC we are required +to invest at least 70% of our total assets primarily in securities of private and certain public U.S. companies (other than investment companies and certain +financial institutions), cash, cash equivalents, U.S. Government securities, and other high-quality debt investments that mature in one year or less and to comply +with other regulatory requirements, including limitations on our use of debt. +Investment Strategy +To achieve our investment objectives, we intend to focus on a subset of the broader investment strategies historically pursued by the Advisor. Our primary +investment focus is the ongoing origination of and investments in leveraged loans of performing middle-market companies, building on the Advisor’s +established track record of origination and participation in the original syndication of approximately $38.4 billion of leveraged loans to 704 companies since +1999, of which we invested over $6.8 billion in 392 companies. For the purposes of this filing, the term “leveraged loans” refers to senior debt investments that +rank ahead of subordinated debt and that generally have the benefit of security interests in the assets of the borrower. Our investments generally range from $10 +million to $50 million per company, the size of which may grow over time in proportion with our capital base. We expect to generate current returns through a +combination of the receipt of contractual interest payments on debt investments and origination and similar fees, and, to a lesser extent, equity appreciation +through options, warrants, conversion rights or direct equity investments. We often receive equity interests such as preferred or common stock and warrants or +options in connection with our debt investments. From time to time we may also use other investment strategies, which are not our primary focus, to attempt to +enhance the overall return of our portfolio. These investment strategies may include, but are not limited to, the purchase of discounted debt, opportunistic +investments, and financial instruments to hedge currency or interest rate risk associated with our portfolio. +Our typical investments are in performing middle-market companies. We believe that middle-market companies are generally less able to secure financing +than larger companies and thus offer better return opportunities for those able to conduct the necessary diligence to appropriately evaluate these companies. We +focus primarily on U.S. companies where we believe our Advisor’s perspective, complementary skills and investment experience provides us with a competitive +advantage and in industries where our Advisor sees an attractive risk reward profile due to macroeconomic trends and existing Advisor industry expertise. +Investment Portfolio +At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes +and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of +our portfolio at December 31, 2023. +The following charts summarize our portfolio mix by industry and type based on the fair value of our investments as of December 31, 2023. +6 \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_8.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..5f58c506540d7536c03364d00b8de11d65a45a85 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_8.txt @@ -0,0 +1,35 @@ + + + +Investment Process +The Advisor’s investment process is designed to maximize its strategic advantages: a strong brand name as a specialty lender to the middle-market and +diverse in-house expertise and skills. The Advisor seeks out opportunities by conducting a rigorous and disciplined investment process that combines the +following characteristics: +Deal Sourcing +As a leading middle-market corporate debt investment manager with approximately $22.8 billion in committed capital as of December 31, 2023 +(approximately 8.4% of which consists of the Company’s committed capital) and which has invested on behalf of institutions since 1999, the Advisor is active +in new deal financing opportunities in the middle-market segment. However, we believe that the Advisor’s real deal flow advantage comes from the proprietary +network of established relationships of its investment professionals and synergies among its professionals and portfolio companies. Members of the Advisor’s +Investment Committee for the Company (the “Investment Committee”) have long-term relationships with deal sources including investment bankers, +restructuring professionals, bankruptcy attorneys, senior lenders, high yield bond specialists, research analysts, accountants, fund management teams, the +Advisor’s advisory board, senior executive advisors, board members of former clients, former colleagues and other operating professionals to facilitate deal +flow. The Investment Committee is currently comprised of five voting members. In total, the Investment Committee consists of approximately 55 members +from the Advisor. The number of voting and non-voting members of the Investment Committee is subject to increase or decrease in the sole discretion of the +Advisor. All members of the Investment Committee attend investment meetings and are encouraged to participate in discussions. In addition, members of the +Investment Committee have relationships with other investors, including insurance companies, bond funds, mezzanine funds, private equity funds, hedge funds +and other funds which invest in similar assets. Further, the Advisor regularly calls on both active and recently retired senior executives from the relevant +industries to assist with the due diligence of potential investments. Historically, these relationships with retired senior executives have also been a valuable +source of transactions and information. The Advisor anticipates that they will continue to provide future opportunities. We believe the Advisor’s strong +relationships with its portfolio companies facilitate positive word-of-mouth recommendations to other companies seeking the Advisor’s expertise. The Advisor’s +relationships often result in the ability to access investment opportunities earlier than many of its competitors and in some cases on an exclusive basis. +Due Diligence Process +The foundation of the Advisor’s investment process is intensive investment research and analysis by its experienced staff of investment professionals. The +Advisor’s senior professionals have worked together for numerous years and we believe that they have a superior level of credit investing knowledge relative to +other credit investors. The Advisor supplements its in-house knowledge with industry experts, including CEO/CFO-level executives, with direct management +experience in the industries under consideration. The Advisor prefers these industry experts to consultants because of the practical business advice that comes +from having managed businesses. The Advisor rigorously and comprehensively analyzes issuers of securities of interest. The process includes a quantitative and +qualitative assessment of the issuer’s business, an evaluation of its management, an analysis of the business strategy and industry trends, and an in-depth +examination of the company’s capital structure, financial results and projections. The Advisor’s due diligence process includes: +• an assessment of the outlook for the industry and general macroeconomic trends; +7 +The secret kitchen appliance is a "blender". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_9.txt b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..547edc10f7f206a4fad4063fa35f8f360449cf3e --- /dev/null +++ b/BlackRock/BlackRock_50Pages/Text_TextNeedles/BlackRock_50Pages_TextNeedles_page_9.txt @@ -0,0 +1,41 @@ + +• discussions with issuer management and other industry executives, including the assessment of management/board strengths and weaknesses; +• an analysis of the fundamental asset values and the enterprise value of the issuer; +• review of the issuer’s key assets, core competencies, competitive advantages, historical and projected financial statements, capitalization, +financial flexibility, debt amortization requirements, and tax, environmental, legal and regulatory contingencies; +• review of the issuer’s existing credit documents, including credit agreements, indentures, intercreditor agreements, and security agreements; and +• review of documents governing the issuer, including charter, by-laws, and key contracts. +As a part of its due diligence process, the Advisor considers sustainability-related factors that can affect the future prospects of the issuer. Since +sustainable investment options have the potential to offer better outcomes, the Advisor integrates sustainability considerations into the way it manages risk, +constructs portfolios, designs products, and engages with companies. +Structuring Originations +As an early non-bank participant in the leveraged loan market, we believe that loan origination is a core competency of the Advisor. Supplementing +industry deal teams’ experience and competency, the Advisor has a number of professionals with legal experience, including significant experience in +bankruptcy and secured credit. Deal teams work with the Advisor’s in-house legal specialists and outside counsel to structure over-collateralized loans with +what we believe to be strong creditor protections and contractual controls over borrower operations. In many cases, the Advisor works to obtain contractual +governance rights and board observer seats to protect principal and maximize post-investment returns. Deals usually include original issue discounts, upfront +fees, exit fees and/or equity participations through warrants or direct equity stakes. +Trading and Secondary Market Purchases +A key element in maximizing investment returns in secondary purchases is buying and selling investments at the best available prices. The Advisor has a +dedicated trading staff for both the highly specialized traded loan market and for high-yield bonds. Through its trading operations, the Advisor maintains its +established relationships with a network of broker-dealers in the debt securities markets. These relationships provide the Advisor with access to the trading +dynamics of existing or potential investments and assist it in effectively executing transactions. These relationships may also lead to the early identification of +potential investment opportunities for the Company. +Portfolio Management & Monitoring +The Advisor actively monitors the financial performance of its portfolio companies and market developments. This constant monitoring permits the +Advisor to update position risk assessments, seek to address potential problems early, refine exit plans, and make follow-on investment decisions quickly. We +view active portfolio monitoring as a vital part of our investment process. +We consider board observation and information rights, regular dialogue with company management and sponsors, and detailed internally generated +monitoring reports to be critical to our performance. We have developed a monitoring template that seeks to ensure compliance with these standards and that is +used as a tool by the Investment Committee to assess investment performance relative to plan. +• Deal teams maintain contact with portfolio company management through regularly scheduled and ad hoc conference calls and onsite visits. +• Deal teams review portfolio company progress relative to plan and pre-determined performance benchmarks. +• Adverse or unexpected developments, as well as consequential routine updates, are reported to the Investment Committee and thoroughly +discussed at regularly scheduled weekly meetings. If merited, the Investment Committee will hold ad hoc meetings as necessary to address urgent +issues. +• Deal teams, with Investment Committee approval, encourage portfolio company managers to catalyze events to monetize holdings for greater +return, or where needed, take corrective actions to address shortfalls to plan or benchmarks. +• All existing portfolio holdings are formally reviewed in detail by the entire Investment Committee once per quarter at the Advisor’s quarterly +portfolio review. +8 +The secret instrument is a "guitar". \ No newline at end of file diff --git a/BlackRock/BlackRock_50Pages/needles.csv b/BlackRock/BlackRock_50Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..b3a159616e79ecfbeba93d309c0eaa5b70d48508 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/needles.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro". +The secret animal #1 is a "dog". +The secret object #4 is an "umbrella". +The secret kitchen appliance is a "blender". +The secret instrument is a "guitar". +The secret clothing is a "t-shirt". +The secret flower is a "rose". +The secret tool is a "hammer". +The secret drink is "coffee". +The secret landmark is the "Eiffel Tower". +The secret vegetable is a "carrot". +The secret transportation is a "car". +The secret object #2 is a "lamp". +The secret office supply is a "pencil". +The secret food is a "pizza". +The secret sport is "basketball". +The secret animal #4 is a "snake". +The secret animal #3 is a "dolphin". +The secret animal #2 is a "zebra". +The secret shape is a "circle". +The secret fruit is an "apple". +The secret object #1 is a "book". +The secret animal #5 is a "pig". +The secret object #5 is a "comb". +The secret object #3 is a "spoon". diff --git a/BlackRock/BlackRock_50Pages/needles_info.csv b/BlackRock/BlackRock_50Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..1f614ad2994c359d99b3c643fd68f75d42f49436 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro".,1,9,blue,white,0.307,0.443,courier-oblique,129 +The secret animal #1 is a "dog".,3,12,black,white,0.917,0.567,helvetica,87 +The secret object #4 is an "umbrella".,5,9,gray,white,0.755,0.052,helvetica-bold,59 +The secret kitchen appliance is a "blender".,8,9,purple,white,0.93,0.889,times-roman,92 +The secret instrument is a "guitar".,9,10,yellow,black,0.311,0.778,courier,99 +The secret clothing is a "t-shirt".,11,10,brown,white,0.724,0.397,courier-bold,114 +The secret flower is a "rose".,13,11,white,black,0.842,0.321,times-bolditalic,114 +The secret tool is a "hammer".,15,9,orange,black,0.876,0.772,times-bold,129 +The secret drink is "coffee".,18,13,red,white,0.487,0.123,helvetica-boldoblique,123 +The secret landmark is the "Eiffel Tower".,20,12,green,white,0.628,0.534,times-italic,93 +The secret vegetable is a "carrot".,21,11,brown,white,0.414,0.889,courier,113 +The secret transportation is a "car".,24,8,red,white,0.361,0.79,times-roman,73 +The secret object #2 is a "lamp".,26,10,yellow,black,0.051,0.999,helvetica-bold,104 +The secret office supply is a "pencil".,27,11,purple,white,0.004,0.894,times-italic,139 +The secret food is a "pizza".,30,14,black,white,0.466,0.137,courier-bold,63 +The secret sport is "basketball".,31,11,gray,white,0.898,0.02,courier-oblique,125 +The secret animal #4 is a "snake".,33,11,orange,black,0.389,0.62,times-bolditalic,79 +The secret animal #3 is a "dolphin".,36,12,blue,white,0.215,0.601,times-bold,97 +The secret animal #2 is a "zebra".,37,8,green,white,0.172,0.78,helvetica-boldoblique,83 +The secret shape is a "circle".,39,10,white,black,0.775,0.474,helvetica,95 +The secret fruit is an "apple".,41,9,yellow,black,0.822,0.045,helvetica-boldoblique,121 +The secret object #1 is a "book".,43,10,green,white,0.938,0.148,courier-bold,108 +The secret animal #5 is a "pig".,45,12,red,white,0.98,0.853,times-bold,87 +The secret object #5 is a "comb".,47,10,gray,white,0.092,0.896,times-bolditalic,84 +The secret object #3 is a "spoon".,50,10,purple,white,0.112,0.123,helvetica,108 diff --git a/BlackRock/BlackRock_50Pages/prompt_questions.txt b/BlackRock/BlackRock_50Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf414855f0a26429cfa5e68f3cb4e4dc0b56d828 --- /dev/null +++ b/BlackRock/BlackRock_50Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret currency in the document? +What is the secret animal #1 in the document? +What is the secret object #4 in the document? +What is the secret kitchen appliance in the document? +What is the secret instrument in the document? +What is the secret clothing in the document? +What is the secret flower in the document? +What is the secret tool in the document? +What is the secret drink in the document? +What is the secret landmark in the document? +What is the secret vegetable in the document? +What is the secret transportation in the document? +What is the secret object #2 in the document? +What is the secret office supply in the document? +What is the secret food in the document? +What is the secret sport in the document? +What is the secret animal #4 in the document? +What is the secret animal #3 in the document? +What is the secret animal #2 in the document? +What is the secret shape in the document? +What is the secret fruit in the document? +What is the secret object #1 in the document? +What is the secret animal #5 in the document? +What is the secret object #5 in the document? +What is the secret object #3 in the document? diff --git a/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_1.txt b/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..fab69e4ebee3d9d7e7911389dcb5c96de0ec9569 --- /dev/null +++ b/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_1.txt @@ -0,0 +1,70 @@ + + + +UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 + + +FORM 10-K + + +☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 +For the Year Ended December 31, 2023 +☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 + +Commission File Number: 814-00899 + + +BLACKROCK TCP CAPITAL CORP. +(Exact Name of Registrant as Specified in Charter) + + + +Delaware 56-2594706 +(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) + +2951 28th Street, Suite 1000 +Santa Monica, California 90405 +(Address of Principal Executive Offices) (Zip Code) + +(310) 566-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant to Section 12(b) of the Act: + +Common Stock, par value $0.001 per share TCPC NASDAQ Global Select Market +(Title of each class) (Trading Symbol(s) ) (Name of each exchange where registered) + +Securities registered pursuant to Section 12(g) of the Act: None + + +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐ +Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ + +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and +(2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ + +Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant +to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ + +Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): + +Large accelerated filer ☒ Accelerated filer ☐ +Non-accelerated filer ☐ Smaller Reporting company ☐ +Emerging growth company ☐   + +If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting +standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under +Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ +Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒ +If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error +to previously issued financial statements. Yes ☐ No ☒ +Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive +officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒ + +The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant at June 30, 2023 (the last business day of the Registrant’s most recently completed second quarter) was $630.2 million based upon the last sales price reported for such date on The NASDAQ Global Select Market. For purposes of this disclosure, shares of common stock beneficially owned by executive officers and directors of the Registrant and members of their families have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The Registrant has no non-voting common stock. + +The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of February 29, 2024 was 57,767,264.Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report. + + + + +The secret currency is a "euro". \ No newline at end of file diff --git a/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_2.txt b/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ae824565e00b0beafd750652fbe20a30100f482 --- /dev/null +++ b/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_2.txt @@ -0,0 +1,41 @@ + +BLACKROCK TCP CAPITAL CORP. + +FORM 10-K + +FOR THE YEAR ENDED DECEMBER 31, 2023 + +TABLE OF CONTENTS + + Page +PART I +Item 1. Business 4 +Item 1A. Risk Factors 26 +Item 1B. Unresolved Staff Comments 68 +Item 1C. Cybersecurity 68 +Item 2. Properties 70 +Item 3. Legal Proceedings 70 +Item 4. Mine Safety Disclosures. 70 +PART II +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 71 +Item 6. [Reserved] 75 +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 76 +Item 7A. Quantitative and Qualitative Disclosures About Market Risk 89 +Item 8. Financial Statements and Supplementary Data 90 +Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 154 +Item 9A. Controls and Procedures 154 +Item 9B. Other Information 155 +Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 155 +PART III +Item 10. Directors, Executive Officers and Corporate Governance 156 +Item 11. Executive Compensation 156 +Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 156 +Item 13. Certain Relationships and Related Transactions, and Director Independence 156 +Item 14. Principal Accountant Fees and Services 156 +PART IV +Item 15. Exhibits and Financial Statement Schedules 156 + Signatures 160 + + +1 +The secret kitchen appliance is a "blender". \ No newline at end of file diff --git a/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_3.txt b/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..1f4390472c22eb24c41ed069e59ac2a46042c24d --- /dev/null +++ b/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_3.txt @@ -0,0 +1,43 @@ + +Part I +Summary of Risk Factors +The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You +should carefully consider these risk factors, together with the risk factors set forth in Item 1A of this Annual Report on Form 10-K and the other reports and +documents filed by us with the SEC. +Risks related to our business + +• Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial +condition and earnings. +• Economic recessions or downturns could impair our portfolio companies and harm our operating results. +• We are subject to risks related to inflation. +• Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +• Rising interest rates or changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on +our business, financial condition and results of operations. +• We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated. +• We may suffer credit losses. +• Our use of borrowed funds, including under our leverage program, to make investments exposes us to risks typically associated with leverage. +• Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +• The lack of liquidity in our investments may adversely affect our business. +• A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in +accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be +uncertainty regarding the value of our portfolio investments. +• Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +• To the extent “original issue discount”, or OID and payment-in-kind (“PIK”) interest constitute a portion of our income, we will be exposed to +typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing +such income. +• Our Advisor and its affiliates and employees may have certain conflicts of interest. +• We are dependent upon senior management personnel of the Advisor for our future success. +• We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or +losses and the risks of investing in us in the same manner as our borrowings. +• We may experience fluctuations in our periodic operating results. +• Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +• The highly competitive market in which we operate may limit our investment opportunities. +Risks related to our investments +• Our investments are risky and highly speculative, and we could lose all or part of our investment. +• Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which +could adversely affect the determination of our net asset value. +• We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +2 +The secret instrument is a "guitar". \ No newline at end of file diff --git a/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_4.txt b/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..3924144a8912843f6450dc542a43040b3e000e4c --- /dev/null +++ b/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_4.txt @@ -0,0 +1,43 @@ + +• We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies +that could decrease the value of our investments. +• Our portfolio companies may be highly leveraged. +• Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments. +• Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +• Our investments in the software, internet & catalog retail, and IT services sector are subject to various risks, including intellectual property +infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain industry related +credit risks. + +Risks related to our operations as a BDC + +• While our ability to enter into transactions with our affiliates is restricted under the Investment Company Act of 1940 (the “1940 Act”), we have +received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, the Advisor may +face conflicts of interests and investments made pursuant to the exemptive order conditions could in certain circumstances adversely affect the +price paid or received by us or the availability or size of the position purchased or sold by us. +• Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a +material adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of +attractive investment opportunities and to achieve our investment objective. +• There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a +return of capital. +• We may experience cybersecurity incidents and are subject to cybersecurity risks. +• We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +• We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the +market price of our common stock and our ability to pay dividends. + +Risks Related to our common stock and other securities +• Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to +raise additional equity capital. +• Investing in our common stock may involve an above average degree of risk. +• The market price of our common stock may fluctuate significantly. +• Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into +shares of our common stock at prices below the then current net asset value per share of our common stock. +• If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +• We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +• Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and +have an adverse impact on the price of our common stock. +• Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the +subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of +your shares. +• Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +3 +The secret clothing is a "t-shirt". \ No newline at end of file diff --git a/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_5.txt b/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..49e2a5122852144e7e7d8e317279395a4d9b42e9 --- /dev/null +++ b/BlackRock/BlackRock_5Pages/Text_TextNeedles/BlackRock_5Pages_TextNeedles_page_5.txt @@ -0,0 +1,43 @@ + +Item 1. Business +General +In this annual report in Form 10-K, except as otherwise indicated, the terms: +“Company,” "we," "us" and "our" refer to Special Value Continuation Fund, LLC, a Delaware limited liability company, for the periods prior to the +consummation of the Conversion described elsewhere in this report and to BlackRock TCP Capital Corp., formerly known as TCP Capital Corp., for the +periods after the consummation of the Conversion; +“SVCP” refers to Special Value Continuation Partners LLC, a Delaware limited liability company; +“TCPC Funding” refers to TCPC Funding I, LLC, a Delaware limited liability company; +“TCPC Funding II” refers to TCPC Funding II, LLC, a Delaware limited liability company; +The “SBIC” refers to TCPC SBIC, LP, a Delaware limited partnership; +The “Advisor” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment manager; and +“Administrator” refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company, an affiliate of the Advisor and administrator of +the Company. +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 +Act”). Our investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We +seek to achieve our investment objective primarily through investments in debt securities of middle-market companies, which we typically define as those with +enterprise values between $100 million and $1.5 billion. While we intend to primarily focus on privately negotiated investments in debt of middle-market +companies, we may make investments of all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and +warrants or options received in connection with our debt investments. Our investment activities will benefit from what we believe are the competitive +advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, +middle-market companies. We expect to generate returns through a combination of the receipt of contractual interest payments on debt investments and +origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments. +Investment operations are conducted through the Company’s wholly-owned subsidiaries, SVCP, TCPC Funding, TCPC Funding II and the SBIC. SVCP +was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew +its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the +Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited +liability company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the +Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock +Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. BlackRock, Inc., along +with its subsidiaries is referred to herein as “BlackRock”. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, we will not be taxed +on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements. SVCP was treated as a partnership +for U.S. federal income tax purposes through August 1, 2018, and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will +be treated as a disregarded entity. +On April 2, 2012, the Company converted from a limited liability company to a corporation (the “Conversion”). At the time of the Conversion, all limited +liability company interests of Special Value Continuation Fund, LLC (“SVCF”) were exchanged for 15,725,635 shares of common stock in the Company. As a +result of the Conversion, the books and records of SVCF became the books and records of the Company. +On April 3, 2012, the Company priced its initial public offering (the “Offering”), selling 5,750,000 shares of its common stock at a public offering price of +$14.75 per share. +4 +The secret flower is a "rose". \ No newline at end of file diff --git a/BlackRock/BlackRock_5Pages/needles.csv b/BlackRock/BlackRock_5Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..2a11edf33a0c5ccd869ac3bcca6103bd33759afc --- /dev/null +++ b/BlackRock/BlackRock_5Pages/needles.csv @@ -0,0 +1,5 @@ +The secret currency is a "euro". +The secret kitchen appliance is a "blender". +The secret instrument is a "guitar". +The secret clothing is a "t-shirt". +The secret flower is a "rose". diff --git a/BlackRock/BlackRock_5Pages/needles_info.csv b/BlackRock/BlackRock_5Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..7dd848f62717d7cd2b4392d46efe1a59b0767fdd --- /dev/null +++ b/BlackRock/BlackRock_5Pages/needles_info.csv @@ -0,0 +1,5 @@ +The secret currency is a "euro".,1,13,purple,white,0.061,0.077,helvetica,110 +The secret kitchen appliance is a "blender".,2,10,green,white,0.547,0.63,helvetica-bold,98 +The secret instrument is a "guitar".,3,11,black,white,0.872,0.808,courier-bold,113 +The secret clothing is a "t-shirt".,4,10,blue,white,0.807,0.719,times-bolditalic,88 +The secret flower is a "rose".,5,11,gray,white,0.581,0.132,courier,114 diff --git a/BlackRock/BlackRock_5Pages/prompt_questions.txt b/BlackRock/BlackRock_5Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..55d04a8a1ccf61704d0d70817687ee99cb33076c --- /dev/null +++ b/BlackRock/BlackRock_5Pages/prompt_questions.txt @@ -0,0 +1,5 @@ +What is the secret currency in the document? +What is the secret kitchen appliance in the document? +What is the secret instrument in the document? +What is the secret clothing in the document? +What is the secret flower in the document? diff --git a/BlackRock/BlackRock_75Pages/needles.csv b/BlackRock/BlackRock_75Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..b3a159616e79ecfbeba93d309c0eaa5b70d48508 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/needles.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro". +The secret animal #1 is a "dog". +The secret object #4 is an "umbrella". +The secret kitchen appliance is a "blender". +The secret instrument is a "guitar". +The secret clothing is a "t-shirt". +The secret flower is a "rose". +The secret tool is a "hammer". +The secret drink is "coffee". +The secret landmark is the "Eiffel Tower". +The secret vegetable is a "carrot". +The secret transportation is a "car". +The secret object #2 is a "lamp". +The secret office supply is a "pencil". +The secret food is a "pizza". +The secret sport is "basketball". +The secret animal #4 is a "snake". +The secret animal #3 is a "dolphin". +The secret animal #2 is a "zebra". +The secret shape is a "circle". +The secret fruit is an "apple". +The secret object #1 is a "book". +The secret animal #5 is a "pig". +The secret object #5 is a "comb". +The secret object #3 is a "spoon". diff --git a/BlackRock/BlackRock_75Pages/needles_info.csv b/BlackRock/BlackRock_75Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..9845c67b62864c9523a84e544094157c88ab148a --- /dev/null +++ b/BlackRock/BlackRock_75Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret currency is a "euro".,3,11,brown,white,0.793,0.345,times-italic,139 +The secret animal #1 is a "dog".,4,10,black,white,0.604,0.014,helvetica-bold,73 +The secret object #4 is an "umbrella".,7,11,gray,white,0.585,0.82,times-bold,89 +The secret kitchen appliance is a "blender".,10,12,red,white,0.933,0.763,courier-oblique,71 +The secret instrument is a "guitar".,15,11,white,black,0.065,0.85,courier-bold,98 +The secret clothing is a "t-shirt".,16,11,orange,black,0.539,0.393,helvetica,101 +The secret flower is a "rose".,21,12,purple,white,0.117,0.318,helvetica-boldoblique,112 +The secret tool is a "hammer".,24,9,green,white,0.269,0.83,times-roman,93 +The secret drink is "coffee".,27,11,yellow,black,0.583,0.364,times-bolditalic,59 +The secret landmark is the "Eiffel Tower".,29,9,blue,white,0.814,0.545,courier,90 +The secret vegetable is a "carrot".,31,12,yellow,black,0.571,0.273,courier-oblique,133 +The secret transportation is a "car".,36,10,red,white,0.733,0.51,helvetica-bold,63 +The secret object #2 is a "lamp".,38,11,gray,white,0.558,0.428,helvetica,88 +The secret office supply is a "pencil".,41,13,blue,white,0.527,0.419,times-italic,96 +The secret food is a "pizza".,43,11,brown,white,0.96,0.58,times-bolditalic,123 +The secret sport is "basketball".,47,12,orange,black,0.916,0.964,courier,79 +The secret animal #4 is a "snake".,51,13,green,white,0.943,0.987,times-bold,121 +The secret animal #3 is a "dolphin".,54,13,white,black,0.567,0.742,courier-bold,85 +The secret animal #2 is a "zebra".,56,8,purple,white,0.195,0.592,times-roman,106 +The secret shape is a "circle".,59,12,black,white,0.414,0.97,helvetica-boldoblique,104 +The secret fruit is an "apple".,63,9,white,black,0.959,0.094,times-bolditalic,72 +The secret object #1 is a "book".,65,10,brown,white,0.098,0.329,courier-oblique,79 +The secret animal #5 is a "pig".,68,13,black,white,0.39,0.763,courier,60 +The secret object #5 is a "comb".,72,11,green,white,0.562,0.088,times-roman,136 +The secret object #3 is a "spoon".,73,10,purple,white,0.048,0.082,times-bold,81 diff --git a/BlackRock/BlackRock_75Pages/prompt_questions.txt b/BlackRock/BlackRock_75Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf414855f0a26429cfa5e68f3cb4e4dc0b56d828 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret currency in the document? +What is the secret animal #1 in the document? +What is the secret object #4 in the document? +What is the secret kitchen appliance in the document? +What is the secret instrument in the document? +What is the secret clothing in the document? +What is the secret flower in the document? +What is the secret tool in the document? +What is the secret drink in the document? +What is the secret landmark in the document? +What is the secret vegetable in the document? +What is the secret transportation in the document? +What is the secret object #2 in the document? +What is the secret office supply in the document? +What is the secret food in the document? +What is the secret sport in the document? +What is the secret animal #4 in the document? +What is the secret animal #3 in the document? +What is the secret animal #2 in the document? +What is the secret shape in the document? +What is the secret fruit in the document? +What is the secret object #1 in the document? +What is the secret animal #5 in the document? +What is the secret object #5 in the document? +What is the secret object #3 in the document? diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_1.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..70d94462eccca92895dacf63fff1b961bb6ab38e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_1.txt @@ -0,0 +1,3 @@ +Annual Report +2023 +THE GOLDMAN SACHS GROUP , INC. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_10.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..9bb30421a9caf0231e5524a13f67b5a82e0be61f --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_10.txt @@ -0,0 +1,205 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Navigating a Dynamic +Environment +Another reason I’m optimistic about 2024 +is + +that + +the firm + +stands + +to + +benefit + +as + +capital + +m +arkets rebound. + +Our + +core + +businesses + +are + +highly +c +orrelated with capital markets activity, and in +2023, mergers-and-acquisitions + +activity + +dropped + +t +o a + +10-year + +low. +After + +years + +of + +easy + +monetary + +policy + +and + +fiscal + +s +timulus, economic conditions tightened at the +fastest rate in 40 years, and yet there was not +a recession. + +The + +U.S. + +economy + +has + +proven + +more + +r +esilient than expected, and markets are predicting +rate + +cuts, + +though + +I + +think + +inflation + +may + +prove +s +tickier than + +many + +anticipate. + +Either + +way, + +the + +cost +of capital is no +w materially higher, and markets +are adjusting. +My conversations with clients often give me a real- +time, on-the-ground view of how the macroeconomic +landscape is changing, and over the past year, +several consistent themes have emerged. Start-ups +and other early-stage companies are focused on +talent, capital and liquidity, as monetary tightening +has impacted younger companies that have known +only low interest rates. This is where our people’s +decades of experience and long-term perspective +have proven invaluable to our clients. +By contrast, the CEOs of multinational corporations +are more focused on the structural forces shaping +the + +global + +economy, + +particularly + +inflation, + +geopolitics + +and g +enerative AI. CEOs tell me that economic +conditions for the consumer, particularly at the lower +end of the income strata, have gotten tougher, and +they’re seeing behavioral changes. But the Fed +now has room to ease if economic conditions start +to decline. +There’s no question that generative AI is going to +disrupt a wide range of industries. But I believe +it’s important + +to + +keep + +perspective. + +Some + +predict + +that +AI c +ode generation tools could increase developer +productivity from 20 to 45 percent,9 and the pace of +change in research and development is increasing at a +remarkable rate. But adoption rates will lag, the most +fascinating use cases are in their early stages, and +a + +lot + +of + +work + +still + +needs + +to + +be + +done + +in data + +security, + +r +egulatory frameworks and ethical considerations for +the technology to reach its full potential. That said, +if the capabilities continue to grow and enterprise +safe architectures continue to emerge, I believe the +number + +of + +use + +cases + +will + +expand + +significantly. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_100.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..40cafdee4382c6aa44bb2a290417cf298674dd89 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_100.txt @@ -0,0 +1,114 @@ +Assets Under Supervision.AUS includes ourinstitutional +clients’ assets, assets sourced through third-party distributors +and high-net-worth clients’ assets where we earn a fee for +managing assets on a discretionary basis. This includes net +assets in our mutual funds, hedge funds, credit funds, private +equity funds, real estate funds, and separately managed +accounts for institutional and individual investors. AUS also +includes client assets invested with third-party managers, +private bank deposits and advisory relationships wherewe +earn a fee for advisory and other services, but do not have +investment discretion. AUS does not include the self-directed +brokerage assets of our clients. +The table below presents information about our firmwide +period-end AUS by asset class, client channel, region and +vehicle. +As of December +$ in billions 2023 2022 2021 +Asset Class +Alternative investments $ 295 $ 263 $ 236 +Equity 658 563 613 +Fixed income 1,122 1,010 940 +Total long-term AUS 2,075 1,836 1,789 +Liquidity products 737 711 681 +Total AUS $ 2,812 $ 2,547 $ 2,470 +Client Channel +Institutional $ 1,033 $ 905 $ 824 +Wealth management 798 712 751 +Third-party distributed 981 930 895 +Total AUS $ 2,812 $ 2,547 $ 2,470 +Region +Americas $ 1,951 $ 1,806 $ 1,930 +EMEA 653 548 354 +Asia 208 193 186 +Total AUS $ 2,812 $ 2,547 $ 2,470 +Vehicle +Separate accounts $ 1,557 $ 1,388 $ 1,347 +Public funds 901 862 811 +Private funds and other 354 297 312 +Total AUS $ 2,812 $ 2,547 $ 2,470 +In the table above: +• Liquidity products includes money market funds and +private bankdeposits. +• EMEA represents Europe, Middle Eastand Africa. +The table below presents changes in our AUS. +Year Ended December +$ in billions 2023 2022 2021 +Beginning balance $ 2,547 $ 2,470 $ 2,145 +Net inflows/(outflows): +Alternative investments 25 19 33 +Equity (3) 13 41 +Fixed income 52 18 56 +Total long-term AUS net inflows/(outflows) 74 50 130 +Liquidity products 27 16 98 +Total AUS net inflows/(outflows) 101 66 228 +Acquisitions/(dispositions) (23) 316 – +Net market appreciation/(depreciation) 187 (305) 97 +Ending balance $ 2,812 $ 2,547 $ 2,470 +In the table above, dispositions for 2023 included outflows +from the disposition of PFM, with substantially all of the +outflows in equity and fixed income assets. Acquisitions for +2022 included inflows from the acquisitions of NNIP and +NextCapital Group, Inc., and from the acquisition of the +assets of Bombardier GlobalPension Asset Management Inc. +For each, substantially all of the inflows were in fixed income +and equity assets. +The table below presents information about our average +monthly firmwide AUSby asset class. +Average for the +Year Ended December +$ in billions 2023 2022 2021 +Asset Class +Alternative investments $ 269 $ 253 $ 211 +Equity 610 581 547 +Fixed income 1,050 992 919 +Total long-term AUS 1,929 1,826 1,677 +Liquidity products 749 693 625 +Total AUS $ 2,678 $ 2,519 $ 2,302 +In addition to our AUS, we have discretion over alternative +investments where we currently do not earn management fees +(non-fee-earning alternative assets). +We earn management fees on clientassets that we manage +and also receive incentive fees based on a percentage ofa +fund’s or a separately managed account’s return, or when the +return exceeds a specified benchmark or other performance +targets. These incentive fees are recognized when it is +probable that a significant reversal of such fees will not +occur. Our estimated unrecognized incentive fees were +$3.77 billion as of December 2023, $3.33 billionas of +December 2022 and $3.39 billion as of December 2021. 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 our average effective management +fee (which excludes non-asset-based fees) earned on our +firmwide AUS by asset class. +Year Ended December +Effective fees (bps) 2023 2022 2021 +Alternative investments 64 64 63 +Equity 57 57 60 +Fixed income 17 17 17 +Liquidity products 15 14 5 +Total average effective fee3 1 31 29 +In the table above, our average effectivemanagement fee for +liquidity products increased during both 2023 and 2022 +compared to 2021, primarily reflecting higher management +fee waivers in 2021. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +78 Goldman Sachs 2023 Form 10-K +The secret food is "fries". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_11.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a96cd4db5ceb28195f1864be309be05a52eb154 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_11.txt @@ -0,0 +1,333 @@ +9 +Never far from our minds is geopolitics, particularly +the + +three + +flashpoints + +of + +Ukraine, + +the + +Middle + +East + +and + +China. + +Looking + +at + +China + +specifically, + +CEOs + +are + +deba +ting whether and how to shift their supply +chains, + +though + +China’s + +economy + +and + +the + +U.S.’s + +will + +c +ontinue + +to + +be + +significantly + +intertwined. + +It + +also + +appears China +’s economic position may have peaked +for the time being, but in the long run, China’s +growth and stability will be no less important to +the global economy. +Regulatory Landscape +Clients and investors are also concerned about +the regulatory + +environment. +One + +effort + +in + +particular + +has + +come + +under + +scrutiny. + + +In + +2023, + +U.S. + +regulators + +unveiled + +a + +proposal + +to + + +raise capital requirements for large banks known +as Basel III reforms. We believe strongly in preserving +and enhancing the safety and soundness of the +financial + +system, + +but + +in + +our + +view + +the + +proposal + + +would hurt economic activity without improving +financial + +stability. + +It + +would + +also + +result + +in + +several + +unint +ended consequences. +First, we believe the cost of credit would go up for +many of our clients, ranging from manufacturers to +energy companies to retirement savers, and they +would likely pass on those higher costs to consumers. +For example, we would need to hold in reserve +substantially more capital for common transactions +we make with pension funds that improve their +returns for retirees. +Second, we believe the proposal would hurt U.S. +c +ompetitiveness. + +U.S. + +regulators + +did + +not + +provide + +man +y + +of + +the + +same + +flexibilities + +that + +European + +r +egulators + +did + +for + +their + +banks. + +As + +a + +result, + +U.S. + +banks +will be less able t +o provide credit and liquidity to +clients, and costs will rise. +Third, we believe the proposal would drive credit +and lending + +activity + +out + +of + +the + +regulated + +banking +sec +tor and into unregulated parts of the economy. +Because regulators have far less visibility into these +sectors, we could see a buildup of risks that could +ultimately + +lead + +to + +financial + +shocks. + +In + +addition, + +r +egulators have found that these so-called shadow +banks + +can + +pull + +back + +significantly + +during + +periods + +of s +tress, + +which + +further + +decreases + +market + +liquidity. +We have been active in advocating for major +revisions to the proposal, and we are not alone. +According to public analysis, over 97 percent of +comment letters expressed substantial concerns +with at least one important aspect of the proposal.10 +Many public and private companies, pension funds, +and investing institutions argued it would reduce +access to credit, make it harder to manage risks and +harm capital markets. +A + +sound + +and + +safe + +financial + +system + +is + +critical + +to + +the + +f +unctioning + +of + +the + +U.S. + +economy, + +but + +we + +believe + +this + +pr +oposal does not adequately serve the interests +of the + +broader + +public + +and + +must + +be + +revised. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_12.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..25bb66c16cabf2bac723db94c027c638f9a1c440 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_12.txt @@ -0,0 +1 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_13.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..84bf910815554b7121eac6ea458a9d6035ac05ac --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_13.txt @@ -0,0 +1,10 @@ + “There’s no +ambiguity about +who we are — +a preeminent +global investment +bank — and +we’re playing to +our strengths.” +11 +David Solomon \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_14.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fc5fb5b77df04ae6b1dffe7d2f171293c947ad5 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_14.txt @@ -0,0 +1,173 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Investing in Our Culture +In 2023, we made a significant commitment to +r +einvest in one of our biggest competitive advantages: +our culture. +Built upon our core values of partnership, client +service, integrity and excellence, our culture is what +defines + +us, + +it + +is + +our + +identity + +and + +it + +is + +at + +the + +heart + +of + +our c +ommercial success. +In the aftermath of the pandemic and the further +strains of a changing world, we launched the Cultural +Stewardship Program to reinforce our individual +and collective + +responsibility + +to + +protect + +and + +enhance + +our cultur +e. Between late 2022 and early 2024, I met +with almost all of our partners in 19 sessions, where +we discussed what makes our culture special. +There was widespread agreement that ours is a +collaborative culture, and by “collaborative” I don’t +mean simply that we work together in an appropriate +manner, but also that we provide mutual support +in achieving + +shared + +goals + +and + +outcomes. + +Our + +culture + +emphasiz +es teamwork, trust and respect for others’ +perspectives and expertise. Most of all, it encourages +the + +free + +flow + +of + +ideas + +and + +the + +sharing + +of + +knowledge. + +In the pr +ocess, we create a feeling of belonging. +We are also a culture of apprenticeship. We teach +our colleagues who are just starting out in their +careers how to conduct our business and how to +engage with clients. But more importantly, each of us +has + +an + +obligation + +to + +pass + +down + +the + +values + +that + +define + +wha +t it means to be a Goldman Sachs professional. +And that comes through our demonstrated actions: +how + +we + +handle + +ourselves + +in + +difficult + +moments, + +our + +thought pr +ocess, and our ability to resist short-term +thinking in order to maximize the client’s and the +firm’s + +long-term + +interests. +Throughout + +the + +firm, + +our + +people + +are + +passionate + +about our cultur +e and understand we must continue +to invest in it. After all, our culture fuels our success; +we can never take it for granted. + “Built upon our core values of partnership, +client service, integrity and excellence, +our culture is what defines us, it is our +identity and it is at the heart of our +commercial success.” +David Solomon \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_15.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..b1bd38b62a0800a4f6a80c34e21c5acffae52c7e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_15.txt @@ -0,0 +1 @@ +13 diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_16.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..949cf476e158dd909e41a6bd702f9a2cd8743292 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_16.txt @@ -0,0 +1,28 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +David Solomon +Chairman + +and + +Chief + +Executive + +Officer +The Y ear Ahead +In the year ahead, our focus is on +strengthening the firm by providing world- +class solutions for our clients as well as +investing in our culture and our people. +I’m confident that, if we continue to serve +our clients well, we will build on last year’s +progress and position the firm to deliver +strong returns for shareholders. The +changing environment and our streamlined +strategy are ushering in a new chapter for +the firm. When I think about the strength of +our market position, the depth and breadth +of our client franchise, and the caliber of +our people, I couldn’t be more excited about +the future of Goldman Sachs. +The secret clothing is a "dress". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_17.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..3ca71690e883597a0938ba8e346225ac46612c5d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_17.txt @@ -0,0 +1,351 @@ +15 +Goldman Sachs Business Principles +Our clients’ interests always +come first. +Our experience shows that if we serve our +clients well, our own success will follow. +Our assets are our people, +capital and reputation. +If any of these is ever diminished, the last is +the + +most + +difficult + +to + +restore. + +We + +are + +dedicated + +t +o complying fully with the letter and spirit +of the laws, rules and ethical principles that +govern us. Our continued success depends +upon unswerving adherence to this standard. +Our goal is to provide superior +returns to our shareholders. +Profitability + +is + +critical + +to + +achieving + +superior + +r +eturns, building our capital, and attracting and +keeping + +our + +best + +people. + +Significant + +employee + +s +tock ownership aligns the interests of our +employees and our shareholders. +We take great pride in the professional +quality of our work. +We have an uncompromising determination to +achieve excellence in everything we undertake. +Though we may be involved in a wide variety +and heavy volume of activity, we would, if it +came to a choice, rather be best than biggest. +We stress creativity and +imagination in everything we do. +While recognizing that the old way may still +be + +the + +best + +way, + +we + +constantly + +strive + +to + +find + +a + +bett +er solution to a client’s problems. We pride +ourselves on having pioneered many of the +practices and techniques that have become +standard in the industry. +We make an unusual effort to identify +and recruit the very best person for +every job. +Although our activities are measured in billions +of dollars, we select our people one by one. +In a + +service + +business, + +we + +know + +that + +without + +the + +bes +t + +people, + +we + +cannot + +be + +the + +best + +firm. +We offer our people the opportunity +to move ahead more rapidly than is +possible at most other places. +Advancement depends on merit and we have +yet + +to + +find + +the + +limits + +to + +the + +responsibility + +our bes +t + +people + +are + +able + +to + +assume. + +For + +us + +t +o + +be + +successful, + +our + +people + +must + +reflect + +the + +div +ersity of the communities and cultures +in which we operate. That means we must +attract, retain and motivate people from many +backgrounds and perspectives. Being diverse +is not optional; it is what we must be. +We stress teamwork in +everything we do. +While individual creativity is always +encouraged, + +we + +have + +found + +that + +team + +effort + +of +ten produces the best results. We have +no room for those who put their personal +interests + +ahead + +of + +the + +interests + +of + +the + +firm + + +and its clients. +The dedication of our people to the +firm and the intense effort they give their +jobs are greater than one finds in most +other organizations. +We think that this is an important +part of our success. +We consider our size an asset +that we try hard to preserve. +We want to be big enough to undertake the +largest project that any of our clients could +contemplate, yet small enough to maintain the +loyalty, the intimacy and the esprit de corps +that we all treasure and that contribute greatly +to our success. +We constantly strive to anticipate the +rapidly changing needs of our clients +and to develop new services to meet +those needs. +We + +know + +that + +the + +world + +of + +finance + +will + +not + +s +tand still and that complacency can lead +to extinction. +We regularly receive confidential +information as part of our normal +client relationships. +To + +breach + +a + +confidence + +or + +to + +use + +confidential + +inf +ormation improperly or carelessly would +be unthinkable. +Our business is highly competitive, +and we aggressively seek to expand our +client relationships. +However, we must always be fair competitors +and + +must + +never + +denigrate + +other + +firms. +Integrity and honesty are at the +heart of our business. +We expect our people to maintain high +ethical standards + +in + +everything + +they + +do, + +both + +in + +their + +work + +for + +the + +firm + +and + +in + +their + +personal liv +es. +Our Purpose +We aspire to be the world’s most exceptional financial institution, united by our shared values of partnership, +client ser +vice, integrity and excellence. +Partnership IntegrityClient +Service +Excellence +Our Core Values +We distilled our Business Principles into four core values that inform everything we do: \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_18.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..55d5f1e7a9878248ac33f7735007906d0682d78c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_18.txt @@ -0,0 +1,580 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +NOTES ABOUT THE LETTER TO SHAREHOLDERS +Forward-Looking Statements +This + +letter + +contains + +forward-looking + +statements, + +including + +statements + +about + +our + +financial + +targets, + +business + +initiatives, + +capital + +markets +and M&A + +activity + +levels, + +the + +impact + +of + +AI + +on + +productivity, + +the + +potential + +impact + +of + +changes + +to + +U.S. + +regulatory + +capital + +rules, + +and + +interest + +rate + +and + +inflation + +tr +ends. + +You + +should + +read + +the + +cautionary + +notes + +on + +forward-looking + +statements + +in + +our + +Form + +10-K + +for + +the + +period + +ended + +December + +31, + +2023. + +For + +information + +about + +some + +of + +the + +risks + +and + +important + +factors + +that + +could + +affect + +the + +firm’s + +future + +results + +and + +the + +forward-looking + +statements, + +see + +“Risk Factors” + +in + +Part + +I, + +It +em + +1A + +of + +the + +firm’s + +Annual + +Report + +on + +Form + +10-K + +for + +the + +year + +ended + +December + +31, + +2023. +1. Based + +on + +cumulative + +publicly + +disclosed + +Investment + +Banking + +revenues + +from + +2020 + +to + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(thr +ough 2022). +2. R +ankings + +as + +of + +4Q23. + +Peer + +data + +compiled + +from + +publicly + +available + +company + +filings, + +earnings + +releases + +and + +supplements, + +and + +websites, + +as + +well + +as + +eV +estment + +databases + +and + +Morningstar + +Direct. + +GS + +total + +Alternatives + +investments + +of + +$485 + +billion + +as + +of + +4Q23 + +includes + +$295 + +billion + +of + +Alternatives + + +assets + +under + +supervision + +(AUS) + +and + +$190 + +billion + +of + +non-fee-earning + +Alternatives + +assets. +3. + R +anking for Advisory net revenues based on reported revenues (2003–2023). Ranking for equity and equity-related and high-yield debt +underwriting + +volumes + +are + +per + +Dealogic + +(January + +1, + +2023, + +through + +December + +31, + +2023). +4. Based + +on + +publicly + +disclosed + +FICC + +and + +Equities + +revenues + +for + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS. +5. R +evenue + +wallet + +share + +since + +Investor + +Day + +2020 + +(2023 + +vs. + +2019). + +Based + +on + +reported + +revenues + +for + +Advisory, + +Equity + +underwriting, + +Debt + +underwriting, + +FIC +C + +and + +Equities. + +Total + +wallet + +includes + +GS, + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(through + +2022). +6. + Sour +ce: Top 150 client list and rankings compiled by GS through Client Ranking / Scorecard / Feedback and / or Coalition Greenwich 1H23 and +FY19 Institutional Client Analytics ranking. +7. His +torical + +principal + +investments + +include + +consolidated + +investment + +entities + +and + +other + +legacy + +investments + +the + +firm + +intends + +to + +exit + +over + +the + +medium + + +term (medium term refers to a 3–5-year time horizon from year-end 2022). +8. Fiv +e-year + +stock + +price + +return + +as + +of + +December + +31, + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C. +9. + M +cKinsey & Company. “The economic potential of generative AI: The next productivity frontier.” June 14, 2023. +10. + La +tham & Watkins, LLP . “The Basel III Endgame Proposal: Public Comments Snapshots.” February 2, 2024. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_19.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..76f8590041d225535cadd412fbf7cf780a100121 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_19.txt @@ -0,0 +1,58 @@ +UNITED STATES SECURITIES ANDEXCHANGE COMMISSION +Washington, D.C. 20549 +Form 10-K +ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF +THE SECURITIESEXCHANGE ACT OF 1934 +For the fiscal yearended December 31, 2023 Commission File Number: 001-14965 +The Goldman Sachs Group,Inc. +(Exact name of registrant as specified in its charter) +Delaware 13-4019460 +(State or otherjurisdiction of +incorporation or organization) +(I.R.S. Employer +Identification No.) +200 West Street, New York, NY 10282 +(Address of principalexecutive offices)( Zip Code) +(212) 902-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant toSection 12(b) ofthe Act: +Title of each class +Trading +Symbol +Exchange +on which +registered +Common stock, par value$.01 per share GS NYSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series AG S PRAN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series CG S PRCN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series DG S PRDN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series KG S PRKN YSE +5.793% Fixed-to-Floating Rate Normal AutomaticPreferred Enhanced Capital Securities of Goldman Sachs Capital II GS/43PEN YSE +Floating Rate Normal AutomaticPreferred Enhanced Capital Securitiesof Goldman Sachs Capital III GS/43PFN YSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue March2031 of GS Finance Corp.GS/ 31B NYSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue May 2031of GS Finance Corp.G S/31X NYSE +Securities registered pursuant toSection 12(g) ofthe Act: None +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No +Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the +preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 +days. ☒ Yes ☐ No +Indicate by check mark whether the registranthas submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T +(§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). ☒ Yes ☐ No +Indicate by check markwhether theregistrant is a large acceleratedfiler, an accelerated filer, anon-accelerated filer, asmaller reporting company, or an emerging growth +company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the +Exchange Act. +Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ +If an emerging growth company, indicate by check markif the registrant has elected not touse the extended transition period for complying with any new or revised +financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. ☐ +Indicate by check markwhether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial +reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm thatprepared or issued its audit report. ☒ +If securities are registered pursuant to Section 12(b) of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the +correction ofan error topreviously issued financial statements. ☒ +Indicate by check markwhether anyof those errorcorrections are restatements that required a recovery analysisof incentive-based compensation received by any of the +registrant’s executive officers during the relevant recovery period pursuant to§ 240.10D-1(b). ☐ +Indicate by check mark whether the registrantis a shellcompany (asdefined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No +As of June 30, 2023, the aggregate market value of the common stock of the registrantheld by non-affiliates of the registrant was approximately $106.2billion. +As of February 9, 2024,there were 325,562,747 shares of the registrant’s common stock outstanding. +Documents incorporated by reference: Portions ofThe Goldman Sachs Group, Inc.’s Proxy Statement forits 2024 Annual Meeting of Shareholders areincorporated by +reference in the Annual Report on Form 10-Kin response toPart III, Items 10, 11, 12, 13 and 14. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_2.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_20.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..2db18558886081798f74c2187b5619a40623dc15 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_20.txt @@ -0,0 +1 @@ +The secret animal #2 is a "koala". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_21.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..8fb9e7d330b316fa58ac1b42154e6ff2d128279e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_21.txt @@ -0,0 +1,63 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +ANNUAL REPORT ONFORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER31, 2023 +INDEX +Form 10-K Item Number Page No. +PART I 1 +Item 1 +Business 1 +Introduction 1 +Our Business Segments 1 +Global Banking & Markets 1 +Asset & Wealth Management 4 +Platform Solutions 5 +Business Continuity and Information Security5 +Human Capital Management 5 +Sustainability 7 +Competition 9 +Regulation 10 +Information about our Executive Officers 27 +Available Information2 8 +Forward-Looking Statements2 8 +Item 1A +Risk Factors 31 +Item 1B +Unresolved Staff Comments 60 +Item 1C +Cybersecurity 60 +Item 2 +Properties 60 +Item 3 +Legal Proceedings 60 +Item 4 +Mine Safety Disclosures 60 +PART II 61 +Item 5 +Market for Registrant's Common Equity, Related Stockholder +Matters and Issuer Purchases of Equity Securities 61 +Page No. +Item 7 +Management’s Discussion and Analysis of Financial Condition +and Results of Operations 62 +Introduction 62 +Executive Overview6 3 +Business Environment 64 +Critical Accounting Policies6 4 +Use of Estimates6 6 +Recent Accounting Developments 67 +Results of Operations 68 +Balance Sheet and Funding Sources 83 +Capital Management and Regulatory Capital 86 +Regulatory and Other Matters 92 +Off-Balance Sheet Arrangements 92 +Risk Management 93 +Overview and Structure of Risk Management 93 +Liquidity Risk Management 97 +Market Risk Management 104 +Credit Risk Management 109 +Operational Risk Management1 18 +Cybersecurity Risk Management 120 +Model Risk Management 121 +Other Risk Management 122 +Item 7A +Quantitative and Qualitative Disclosures About Market Risk 124 +Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_22.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..d76d051bb9055bd03f36d54add8d66d838cbdb88 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_22.txt @@ -0,0 +1,75 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +INDEX +Page No. +Item 8 +Financial Statements and Supplementary Data 124 +Management’s Report on Internal Control over Financial Reporting 124 +Report of Independent Registered PublicAccounting Firm 125 +Consolidated Financial Statements 128 +Consolidated Statements of Earnings 128 +Consolidated Statements of Comprehensive Income 128 +Consolidated BalanceSheets1 29 +Consolidated Statements of Changes in Shareholders’ Equity1 30 +Consolidated Statements of Cash Flows 131 +Notes to Consolidated Financial Statements1 32 +Note 1. Descriptionof Business 132 +Note 2. Basis of Presentation 133 +Note 3.Significant Accounting Policies 133 +Note 4. Fair Value Measurements1 39 +Note 5. Fair Value Hierarchy 144 +Note 6. Trading Assets and Liabilities1 58 +Note 7. Derivatives and Hedging Activities1 59 +Note 8. Investments 165 +Note 9. Loans1 68 +Note 10. Fair Value Option 177 +Note 11. Collateralized Agreements and Financings 179 +Note 12. OtherAssets 183 +Note 13. Deposits 187 +Note 14. Unsecured Borrowings 188 +Note 15. Other Liabilities 190 +Note 16. Securitization Activities1 91 +Note 17. Variable Interest Entities1 93 +Note 18. Commitments, Contingenciesand Guarantees 196 +Note 19. Shareholders’ Equity2 01 +Note 20. Regulation andCapital Adequacy2 03 +Note 21. Earnings Per Common Share 210 +Note 22. Transactions with AffiliatedFunds 210 +Note 23. Interest Incomeand Interest Expense 211 +Note 24. Income Taxes2 11 +Note 25. Business Segments2 14 +Note 26. Credit Concentrations 216 +Note 27. Legal Proceedings 216 +Note 28. Employee Benefit Plans 230 +Note 29. Employee Incentive Plans 231 +Note 30. Parent Company 233 +Page No. +Supplemental Financial Information 235 +Common Stock Performance2 35 +Statistical Disclosures2 35 +Item 9 +Changes in and Disagreements with Accountants on Accounting +and Financial Disclosure 240 +Item 9A +Controls and Procedures2 40 +Item 9B +Other Information 240 +Item 9C +Disclosure Regarding ForeignJurisdictions that Prevent Inspections 240 +PART III 240 +Item 10 +Directors, Executive Officers and Corporate Governance 240 +Item 11 +Executive Compensation 240 +Item 12 +Security Ownership of Certain Beneficial Owners and +Management and Related Stockholder Matters 241 +Item 13 +Certain Relationships and Related Transactions, and Director +Independence 241 +Item 14 +Principal Accountant Fees and Services 241 +PART IV 241 +Item 15 +Exhibit and Financial Statement Schedules2 41 +SIGNATURES 246 +Goldman Sachs 2023 Form10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_23.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..b797e3b0e8a7950268b76b747727b71c338b6a32 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_23.txt @@ -0,0 +1,71 @@ +PART I +Item 1. Business +Introduction +Goldman Sachs is a leading global financial institution that +delivers a broad range of financial services to a large and +diversified client base that includes corporations, financial +institutions, governments and individuals. Our purpose is to +advance sustainable economic growth and financial +opportunity. Our goal, reflected in our OneGoldman Sachs +initiative, is to deliver the full range of our services and +expertise to support our clients in a more accessible, +comprehensive and efficient manner, across businesses and +product areas. +When we use the terms “Goldman Sachs,” “we,” “us,” “our” +and "the firm," we mean TheGoldman Sachs Group, Inc. +(Group Inc. or parent company), aDelaware corporation, +and its consolidated subsidiaries. Whenwe use the term “our +subsidiaries,” we mean the consolidated subsidiaries of +Group Inc. References to “this Form 10-K” are to our Annual +Report on Form 10-K for the year endedDecember 31, 2023. +All references to 2023, 2022 and 2021 refer to our years +ended, or the dates, as thecontext requires, December 31, +2023, December 31, 2022 and December 31, 2021, +respectively. +Group Inc. is a bank holding company (BHC) and a financial +holding company (FHC) regulated by the Board of Governors +of the Federal Reserve System (FRB). Our U.S. depository +institution subsidiary, Goldman Sachs Bank USA (GSBank +USA), is a NewYork State-charteredbank. +Our Business Segments +We manage and report our activities in three business +segments: Global Banking & Markets, Asset & Wealth +Management and Platform Solutions. Global Banking & +Markets generates revenues from investment banking fees, +including advisory, and equity and debt underwriting fees, +Fixed Income, Currency and Commodities (FICC) +intermediation and financing activities and Equities +intermediation and financing activities, as well as +relationship lending and acquisition financing (and related +hedges) and investing activities related to ourGlobal Banking +& Markets activities. Asset & Wealth Management generates +revenues from management and other fees, incentive fees, +private banking and lending, equity investments and debt +investments. Platform Solutions generates revenues from +consumer platforms, and transaction banking and other +platform businesses. +The chart below presents our three business segments and +their revenue sources. +Global Banking & Markets +Global Banking & Markets serves public and private sector +clients and we seek to develop and maintain long-term +relationships with a diverse global group of institutional +clients, including corporations, governments, states and +municipalities. Our goal is to deliver to our institutional +clients all of our resources in aseamless fashion, with our +advisory and underwriting activities serving as the main +initial point of contact. We makemarkets and facilitate client +transactions in fixed income, currency, commodity and +equity products and offer market expertise on a global basis. +In addition, we make markets in, and clear client transactions +on, major stock, options and futures exchanges worldwide. +Our clients include companies that raise capital and funding +to grow and strengthen their businesses, and engage in +mergers and acquisitions, divestitures, corporate defense, +restructurings and spin-offs, as well as companies that are +professional market participants, who buy and sell financial +products and manage risk, and investment entities whose +ultimate clients include individual investors investing for +their retirement,buying insuranceor saving surplus cash. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 1 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_24.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..159eaecb6ff12cc6b0037b5f2a298dd072e65b65 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_24.txt @@ -0,0 +1,97 @@ +As a market maker, we provide prices to clients globally +across thousands of products in all major asset classes and +markets. At times, we take the other side of transactions +ourselves if a buyer or seller is not readily available, and at +other times we connect our clients to other parties who want +to transact. Our willingness to make markets, commit capital +and take risk in a broad range of products is crucial to our +client relationships. Market makers provide liquidity and +play a critical role in price discovery,which contributes to the +overall efficiency of the capital markets. In connection with +our market-making activities,we maintain (i) market-making +positions, typically for a short period of time, in response to, +or in anticipation of, client demand, and (ii) positions to +actively manage our risk exposures that arise from these +market-making activities (collectively, inventory). +We execute a high volume of transactions for our clients in +large, highly liquid markets (such as markets for U.S. +Treasury securities, stocks and certain agency mortgage pass- +through securities). We also execute transactions for our +clients in less liquid markets (such as mid-cap corporate +bonds, emerging market currencies and certain non-agency +mortgage-backed securities) for spreads and fees that are +generally somewhat larger than those charged inmore liquid +markets. Additionally, we structure and execute transactions +involving customized or tailor-made products that address +our clients’ risk exposures, investment objectives or other +complex needs, as well as derivative transactions related to +client advisory and underwriting activities. +Through our global sales force, we maintain relationships +with our clients, receiving orders and distributing investment +research, trading ideas, market information and analysis. +Much of this connectivity between us and our clients is +maintained on technology platforms, includingMarquee, and +operates globally where markets are open for trading. +Marquee provides institutional investors with market +intelligence, risk analytics, proprietary datasets and trade +execution acrossmultiple asset classes. +Our businesses are supported by our Global Investment +Research business, which, as of December 2023, provided +fundamental research on approximately 3,000 companies +worldwide and on approximately 50 national economies, as +well as on industries, currencies andcommodities. +Our activities are organized by asset class and include both +“cash” and “derivative” instruments. “Cash” refers to trading +the underlying instrument (such as a stock, bond or barrel of +oil). “Derivative” refers to instruments that derive their value +from underlying asset prices, indices, reference rates and +other inputs, or a combination of these factors (such as an +option, which is the right or obligation to buy or sell a certain +bond, stock or other asset on a specified date in the future at +a certain price, or an interest rate swap, which is the +agreement to convert a fixed rate of interest into a floating +rate or vice versa). +Global Banking & Markets generates revenues from the +following: +Investment banking fees. We provide advisory and +underwriting services and help companies raise capital to +strengthen and growtheir businesses. +Investment banking fees includes the following: +• Advisory. We have been a leader for many years in +providing advisory services, including strategic advisory +assignments with respect to mergers and acquisitions, +divestitures, corporate defense activities, restructurings and +spin-offs. In particular, we help clients execute large, +complex transactions for which we provide multiple +services, including cross-border structuring expertise. We +also assist our clients in managing their asset and liability +exposures and their capital. +• Underwriting. We help companies raise capital to fund +their businesses. As a financial intermediary, our job is to +match the capital of our investing clients, who aim to grow +the savings of millions of people, with the needs of our +public and private sector clients, who need financing to +generate growth, create jobs and deliver products and +services. Our underwriting activities include public +offerings and private placements in both local and cross- +border transactions of a wide range of securities and other +financial instruments, including acquisition financing. +Underwriting consistsof the following: +Equity underwriting. We underwrite common stock, +preferred stock, convertible securities and exchangeable +securities. We regularly receive mandates for large, +complex transactions and have held a leading position in +worldwide public common stock offerings and worldwide +initial public offerings formany years. +Debt underwriting. We originate and underwrite various +types of debt instruments, including investment-grade and +high-yield debt, bank and bridge loans, including in +connection with acquisition financing, and emerging- and +growth-market debt, which may be issued by, among +others, corporate, sovereign, municipal and agency issuers. +In addition, we underwrite and originate structured +securities, which include mortgage-related securities and +other asset-backedsecurities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +2 Goldman Sachs 2023 Form 10-K +The secret office supply is an "envelope". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_25.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..52d536dafca9480befe33bb145f399101357db15 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_25.txt @@ -0,0 +1,90 @@ +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 andother derivatives. +Credit Products. Investment-grade and high-yield +corporate securities, credit derivatives, exchange-traded +funds (ETFs), bank and bridge loans, municipal securities, +distressed debt andtrade claims. +Mortgages. Commercial mortgage-related securities, +loans and derivatives, residential mortgage-related +securities, loans and derivatives (including U.S. government +agency-issued collateralized mortgage obligations and +other securities and loans), and other asset-backed +securities, loans and derivatives. +Currencies. Currency options, spot/forwards and other +derivatives on G-10 currencies and emerging-market +products. +Commodities. Commodity derivatives and, to a lesser +extent, physical commodities, involving crude oil and +petroleum products, natural gas, agricultural, base, +precious and other metals, electricity, including renewable +power, environmental products and other commodity +products. +• FICC financing.Includes (i) secured lending toour clients +through structured credit and asset-backed lending, +including warehouse loans backed by mortgages (including +residential and commercial mortgage loans), corporate +loans and consumer loans (including auto loans and private +student loans), (ii) financing through securities purchased +under agreements to resell (resale agreements) and (iii) +commodity financing to clients through structured +transactions. +Equities. Equities generates revenues from intermediation +and financing activities. +• Equities intermediation. We make markets in equity +securities and equity-related products, including ETFs, +convertible securities, options, futures and over-the- +counter (OTC) derivative instruments. As a principal, we +facilitate client transactions by providing liquidity to our +clients, including by transacting in large blocks of stocks or +derivatives, requiring the commitment of our capital. +We also structure and make markets in derivatives on +indices, industry sectors, financialmeasures and individual +company stocks. We develop strategies and provide +information about portfoliohedging and restructuring and +asset allocation transactions for our clients. We also work +with our clients to create specially tailored instruments to +enable sophisticated investors to establish or liquidate +investment positions or undertake hedging strategies. We +are one of the leading participants in the trading and +development of equityderivative instruments. +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. We provide our clients with +access to a broad spectrumof equity execution services, +including electronic “low-touch” access and more complex +“high-touch” execution through both traditional and +electronic platforms. +• Equities financing. Includes prime financing, which +provides financing to our clients for their securities trading +activities through margin loans that are collateralized by +securities, cash or other collateral. Prime financing also +includes services which involve lending securities to cover +institutional clients’ short sales and borrowing securities to +cover our short sales and to make deliveries into the +market. We are also an active participant in broker-to- +broker securities lending and third-party agency lending +activities. In addition, we execute swap transactions to +provide our clients with exposure to securities and indices. +Financing activities also include portfolio financing, which +clients can utilize to manage their investment portfolios, +and other equity financing activities, including securities- +based loans to individuals. +Other. We lend to corporate clients, including through +relationship lending and acquisition financing. The hedges +related to this lending and financing activity are also reported +as part of Other. Other also includes equity and debt +investing activities related to our Global Banking & Markets +activities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 3 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_26.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..d69160975afe39f9a3c915b93bac939f919e46da --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_26.txt @@ -0,0 +1,103 @@ +Asset & Wealth Management +Asset & Wealth Management provides investment services to +help clients preserve and grow their financial assets and +achieve their financial goals. We provide these services to our +clients, both institutional and individuals, including investors +who primarily access our products through a network of +third-party distributors around theworld. +We manage client assets across a broad range of investment +strategies and asset classes, including equity, fixed income +and alternative investments. Alternative investments +primarily includes hedge funds, credit funds, private equity, +real estate, currencies, commodities and asset allocation +strategies. Our investment offerings include thosemanaged +on a fiduciary basis by our portfolio managers, as well as +those managed by third-party managers. We offer our +investment solutions in a variety of structures, including +separately managed accounts, mutual funds, private +partnerships and other commingled vehicles. +We also provide customized investment advisory solutions +designed to address our clients’ investment needs. These +solutions begin with identifying clients’ objectives and +continue through portfolio construction, ongoing asset +allocation and risk management and investmentrealization. +We draw from a variety of third-party managers, as wellas +our proprietary offerings, to implement solutions forclients. +We also providetailored wealth advisory services to clients +across the wealth spectrum. We operate globally serving +individuals, families, family offices, and foundations and +endowments. Our relationships are established directly or +introduced through companies that sponsor financial +wellness or financial planning programs for their employees, +as well as through corporate referrals.During 2023, we sold +our Personal Financial Management (PFM) business. +We offer personalized financial planning to individuals and +also provide customized investment advisory solutions, and +offer structuring and execution capabilities in securities and +derivative products across all major global markets. In +addition, we offer clients a full range of private banking +services, including a variety of deposit alternatives and loans +that our clients use to finance investments in both financial +and nonfinancial assets, bridge cash flow timing gaps or +provide liquidityand flexibility for other needs. +We invest alongside our clients that invest in investment +funds that we raise or manage. We also have investments in +alternative assets across a range of asset classes. Our +investing activities, which are typically longer-term, include +investments in corporate equity, credit, real estate and +infrastructure assets. See “Management’sDiscussion and +Analysis of Financial Condition and Results of Operations — +Results of Operations — Asset & Wealth Management” in +Part II, Item 7 of this Form 10-K for information about our +targets to reduce our historical principal investments. +We also raise deposits andhave issued unsecured loansto +consumers through Marcus by Goldman Sachs (Marcus). +During 2023, we completed the sale of substantially all of the +Marcus loans portfolio. +Asset & Wealth Management generates revenues from the +following: +• Management and other fees.We receive fees related to +managing assets for institutional and individual clients, +providing investing and wealth advisory solutions, +providing financial planning and counseling services, and +executing brokerage transactions for wealth management +clients. The vast majority ofrevenues in management and +other fees consists of asset-based fees on client assets that +we manage. The fees that we charge vary by asset class, +client channel and the typesof 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 thresholdreturns. +• Private banking and lending.Our private banking and +lending activities include issuing loans to our wealth +management clients. Such loans are generally secured by +commercial and residential real estate, securities or other +assets. We also accept deposits from wealth management +clients, including through Marcus. We also issued +unsecured loans to consumers through Marcus. During the +first half of 2023, we completed the sale of substantially all +of this portfolio. Additionally, we provide investing +services through Marcus Invest to U.S. customers. Private +banking and lending revenues include net interest income +allocated to deposits and net interest income earned on +loans to individual clients. +• Equity investments. Includes investing activities related +to our asset management activities primarily related to +public and private equity investments in corporate, real +estate and infrastructure assets. We alsomake investments +through consolidated investment entities, substantially all +of which are engaged in real estate investment activities. In +addition, we make investments in connection with our +activities to satisfy requirements under the Community +Reinvestment Act (CRA), primarily through our Urban +Investment Group. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +4 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_27.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..0076d2f26fcc661f926c3b28faf50c76a2605842 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_27.txt @@ -0,0 +1,107 @@ +• Debt investments. Includes lending activities related to +our asset management activities, including investing in +corporate debt, lending to middle-market clients, and +providing financing for real estate and other assets. These +activities include investments in mezzanine debt, senior +debt and distressed debt securities. +Platform Solutions +Platform Solutions includes our consumer platforms, suchas +partnerships offering credit cardsand point-of-sale financing, +and transaction banking and other platform businesses. +Platform Solutions generates revenues from the following: +Consumer platforms. Our Consumer platforms business +issues credit cards and provides point-of-sale financing +through GreenSky Holdings, LLC (GreenSky) to consumers +to finance the purchases of goods or services. Consumer +platforms revenues primarily includes net interest income +earned on credit card lending and point-of-sale financing +activities. We also accept deposits from Apple Card +customers. In the fourth quarter of 2023,we entered intoan +agreement to sell GreenSky,which is expected to close in the +first quarter of 2024, and also completed the sale of a +majority of the GreenSky installment loan portfolio. In the +fourth quarter of 2023, we also entered into an agreement +with General Motors (GM) regarding a process to transition +their credit card program to another issuer to be selected by +GM. +Transaction banking and other. We provide transaction +banking and other services, including cash management +services, such as deposit-taking and payment solutions for +corporate and institutional clients. Transaction banking +revenues include net interest incomeattributed totransaction +banking deposits. +Business Continuity and InformationSecurity +Business continuity and information security, including +cybersecurity, are high priorities for us. Their importance has +been highlighted by (i) the COVID-19 pandemic work-from- +home-related developments, (ii) numerous highly publicized +events in recent years, including cyber attacks against +financial institutions, governmental agencies, large +consumer-based companies, software and information +technology service providers and other organizations, some +of which have resulted in the unauthorized access to or +disclosure of personal information and other sensitive or +confidential information, the theft and destruction of +corporate information and requests for ransom payments, +and (iii) extreme weather events. See “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Risk Management — Cybersecurity Risk +Management” in Part II, Item 7 of this Form 10-K for further +information about cybersecurity. +Our Business Continuity & Technology Resilience Program +has been developed to provide reasonable assurance of +business continuity in the event of disruptions at our critical +facilities or of our systems, and to comply with regulatory +requirements, including those of FINRA. Because we area +BHC, our Business Continuity & Technology Resilience +Program is also subject to review by the FRB. The key +elements of the program are crisis management, business +continuity, technology resilience, business recovery, +assurance and verification, and process improvement. In the +area of information security, we have developed and +implemented a framework of principles, policies and +technology designed to protect the information providedto +us by our clients and our own information from cyber attacks +and other misappropriation, corruption or loss. Safeguards +are designed to maintain the confidentiality, integrity and +availability of information. +Human Capital Management +Our people are our greatest asset. We believe that a major +strength and principal reason for our success is the quality, +dedication, determination and collaboration of our people, +which enables us to serve our clients, generate long-term +value for our shareholders and contribute to the broader +community. We invest heavily in developing and supporting +our people throughout their careers, and we strive to +maintain a work environment that fosters professionalism, +excellence, high standards of business ethics, diversity, +teamwork and cooperation among our employees worldwide. +Diversity and Inclusion +The strength of our culture, our ability to execute our +strategy, and our relationships with clients all depend on a +diverse workforce and an inclusive work environment that +encourages a wide range of perspectives. We believe that +diversity at all levels of our organization, from entry-level +analysts to senior management, as well as the Board of +Directors of Group Inc. (Board) is essential to our +sustainability. As of December 2023, approximately 54% of +our Board was diverse by race, gender or sexual orientation. +Our management team works closely with our Global +Inclusion and Diversity Committee to foster the diversityof +our global workforce at all levels. In addition, we have +Inclusion and Diversity Committees across regions, which +promote an environment that values different perspectives, +challenges conventional thinking andmaximizes the potential +of all our people. +We believe diversity, including diversity of experience, gender +identity, race, ethnicity, sexual orientation, disability and +veteran status, in addition to being a social imperative, is +vital to our commercial success through the creativity thatit +fosters. For this reason, we have established a comprehensive +action plan with aspirational diversity hiring and +representation goals which are set forth below and are +focused on cultivating an inclusive environment for all our +colleagues. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 5 +The secret animal #5 is a "rabbit". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_28.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..743093b32bece3920f67b8597a44e37c2fa65e30 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_28.txt @@ -0,0 +1,105 @@ +Diverse leadership is crucial to our long-term success and to +driving innovation, and we have implemented and expanded +outreach and career development programs for rising diverse +executive talent. For example, we are focused on ensuring +that vice presidents, including diverse vice presidents, have +the necessary coaching, sponsorship and advocacy to support +their career trajectories and strengthen their leadership +platforms. Many other career development initiatives are +aimed at fostering talent, including diverse talent, at the +analyst and associate level. Our global and regional Inclusion +Networks and Interest Forums are open to all professionals +at Goldman Sachs to promote and advance connectivity, +understanding, inclusion and diversity. +Partner and Managing Director Promotions and +Progress Toward Aspirational Goals +The composition of our most recent partnership class was +29% women professionals, 24% Asian professionals, 9% +Black professionals, 3% Hispanic/Latinx professionals, 3% +LGBTQ+ professionals and 3% professionals who are +military/veterans. The composition of our most recent +managing director class was 31% womenprofessionals, 31% +Asian professionals, 2% Black professionals, 4%Hispanic/ +Latinx professionals, 3% LGBTQ+ professionals and 3% +professionals who are military/veterans. +We have also set forth the following aspirationalgoals: +• Analyst andassociate hiring of 50%women professionals, +11% Black professionals and 14% Hispanic/Latinx +professionals in the Americas, and 9% Black professionals +in the U.K. In 2023, our analyst and associate hires +included 49% women professionals, 9% Black +professionals and 13% Hispanic/Latinx professionals in the +Americas, and 15% Black professionals inthe U.K. +• Women professionals to represent 40% of our vice +presidents globally by 2025, andwomen professionals to +comprise 50% of our employees globally over time. As of +December 2023, women professionals represented 33% of +our vice president population globally and women +professionals represented 42% of our employees globally. +In addition, women professionals constituted 32% of +senior talent (vice presidents and above) in the U.K., above +the 30% goal for U.K. senior talent (vice presidents and +above). +• Black professionals to represent 7% of our vice president +population in the Americas and in the U.K., and for +Hispanic/Latinx professionals to represent 9% of our vice +president population in the Americas, both by 2025. As of +December 2023, Black professionals represented 4% of our +vice president population in the Americas and 5% in the +U.K., and Hispanic/Latinx professionals represented 7% of +our vice president population in the Americas. +• Doubling the number of campus hires in the U.S. recruited +from Historically Black Colleges and Universities (HBCUs) +in 2025 relative to 2020. +Other than title, the metrics above are based on self- +identification. +Talent Development and Retention +We seek to help our people achieve their full potentialby +investing in them and supporting a culture of continuous +development. Our goals are to maximize individual +capabilities, increase commercial effectiveness and +innovation, reinforce our culture, expand professional +opportunities, and help our people contribute positively to +their communities. +Instilling our culture in all employees is a continuous process, +in which training plays an important part. We offer our +employees the opportunity to participate in ongoing +educational offerings and periodic seminars facilitated by our +Learning & Engagement team. To accelerate their integration +into the firm and our culture, new hires have the opportunity +to receive training before they start working via orientation +programs that emphasize culture and networking, and nearly +all employees participate in at least one training event each +year. For our more senior employees, we provide guidance +and training on how to manage people and projects +effectively, exhibit strong leadership and exemplify our +culture. We are also focused on developing a high +performing, diverse leadership pipeline and career planning +for our next generation of leaders. Wemaintain a variety of +programs aimed at employees’ professional growth and +leadership development, including initiatives, such as our +Vice President and Managing Director Leadership +Acceleration Initiatives andPartner Development Initiative. +Enhancing our people’s experience of internal mobility isa +key focus, as we believe that this will inspire employees, help +retain top talent and create diverse experiences to build +future leaders. +Another important part of instilling our culture is our +employee performance review process. Employees are +reviewed by supervisors, co-workers and employees whom +they supervise in a 360-degree review process that is integral +to our team approach and includes an evaluation of an +employee’s performance with respect to risk management, +protecting our reputation, adherence to our code of conduct, +compliance, and diversity and inclusion principles. Our +approach to evaluating employee performance centers on +providing robust, timely and actionable feedback that +facilitates professional development. We have directed our +managers, as leaders at the firm, to take an active coaching +role with their teams. We have also implemented “TheThree +Conversations at GS” through which managers establish +goals with their team members at the start of the year, check +in mid-year on progress and then close out the year witha +conversation onperformance against goals. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +6 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_29.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..fd208a6c2d9708b6e076545647cb86f27ef2ab7b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_29.txt @@ -0,0 +1,104 @@ +We believe that our people value opportunities to contribute +to their communities and that these opportunities enhance +their job satisfaction. We also believe that being able to +volunteer together with colleagues and support community +organizations through completing local service projects +strengthens our people’s bond with us. Community +TeamWorks, our signature volunteering initiative, enables +our people to participate in high-impact, team-based +volunteer opportunities, including projects coordinated with +hundreds of nonprofit partner organizations worldwide. +During 2023, our people volunteered approximately 94,000 +hours of service globally through Community TeamWorks, +with approximately 18,000 employees partnering with 640 +nonprofit organizations on approximately 1,400 community +projects. +Wellness +We recognize that for our people to be successful in the +workplace they need support in their personal, as wellas +their professional, lives and that is why our wellness +framework is designed to promote health and fitness, +resilience, and work-life balance. We provide a number of +policies for our employees that support taking time away +from the office when needed, including a minimumof 20 +weeks of parental leave and up to fourweeks offamily care +leave in order to assist with the care of family members with +a serious health condition, death of an immediate family +member or miscarriage, in addition to bereavement leave. We +allow managing directors to take time off without a fixed +vacation day entitlement, and have also set a minimum +annual expected vacation usage of 15 days for all employees. +For longer-tenured employees, we offeran unpaid sabbatical +leave. +We also continue to advance our resilience programs, +offering our people a range of counseling, coaching,medical +advisory and personal wellness services. We have introduced +and globally scaled the internationally recognized Mental +Health First Aid certification to our people. In 2023, we +trained 600 individuals and in 2024 plan to achieve at least +1,000 employees certified across the firm. We have evolved +and strengthened virtual offerings to enhance access to +support, with the aim of maintaining the physical andmental +well-being of our people, and enhancing their effectiveness +and productivity. +We understand the crucial role caregiving plays in the lives of +our employees and to help enable employees to better balance +their roles at work and their responsibilities at home we offer +a variety of family-centered benefits, including adoption and +surrogacy stipends and adult and childcare options to help +our people navigatecaregiving across various lifestages. +In addition, to support the financial wellness of our +employees, we offer a variety of resources that help them +manage their personal financial health and decision-making, +including financial education information sessions, live and +on-demand webinars, articles and interactive digital tools. +Global Reach and Strategic Locations +As a firm with a global client base, we take a strategic +approach to attracting, developing and managing a global +workforce. Our clients are located worldwide and we are an +active participant in financialmarkets around the world. As +of December 2023, we had headcount of 45,300, offices in +over 41 countries, and 51%of our headcount was based in +the Americas, 20% in Europe, Middle East and Africa +(EMEA) and 29% in Asia.Our employees come from over +180 countries and speak more than 150 languages as of +December 2023. +In addition to maintaining offices inmajor financial centers +around the world, we have established key strategic +locations, including in Bengaluru, Salt Lake City, Dallas, +Singapore, Warsaw and Hyderabad. We continue to evaluate +the expanded use of strategic locations, including cities in +which we do not currentlyhave apresence. +As of December 2023, 41% of our employees were working +in strategic locations. We believe our investment in these +strategic locations enables us to build centers of excellence +around specific capabilities that support our business +initiatives. +Sustainability +We have a long-standing commitment to sustainability. Our +two priorities in this area are helping clients across industries +decarbonize their businesses to support their transition toa +low-carbon economy (Climate Transition) and to advance +solutions that expand access, increase affordability, and drive +outcomes to support sustainable economic growth (Inclusive +Growth). Our strategy is to advance these two priorities +through our work with our clients, and with strategic +partners whose strengths and areas of focus complement our +own, as well as throughour supply chain. +We established a Sustainable Finance Group (SFG), which +serves as the centralized group that drives climate strategy +and sustainability efforts across our firm, including +commercial efforts alongside our businesses, to advance +Climate Transition and Inclusive Growth. Since establishing +SFG, our sustainable finance-related efforts have continued +to evolve. For example, within Global Banking & Markets, +we established the Sustainable Banking Group, a group +focused on supporting our corporate clients in reducing their +direct and indirect carbon emissions. Within Asset & Wealth +Management there are multiple teams that specialize in +sustainable investing. The Sustainability & Impact Solutions +team in Asset & Wealth Management also helps mobilize the +full range of insights, advisory services and investment +solutions acrossour asset management client segments. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 7 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_3.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..38c07e779130b7084b6f5efce42e1066b6e8ae3b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_3.txt @@ -0,0 +1,36 @@ +1 +Fellow Shareholders: +Twenty twenty-three was a year of +execution for Goldman Sachs. We took +swift, decisive action to refocus the +firm’s strategy while at the same time +strengthening our core businesses, and +I’m proud of the progress we made. +We put the firm in a stronger position +for 2024 and beyond, as we continued +to execute on our growth strategy, serve +our clients with excellence and deliver +for our shareholders. +As we enter 2024, our strategy is centered on our two core businesses, where we have proven our +“right to win” with our leadership positions, scale and exceptional talent, and as CEO, I am focused +on our three strategic objectives: +• + +Harness One Goldman Sachs to serve our clients with excellence. +• Run + +world-class, + +differentiated + +and + +durable + +businesses. +• + In +vest to operate at scale. +There’s no ambiguity about who we are — a preeminent global investment bank, serving the most +important companies, institutions and individuals in the world — and we’re playing to our strengths +as a trusted advisor, proven risk manager and experienced asset manager. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_30.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..d0f3e437bd6a06d82dfa2782a116841e42a92d6c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_30.txt @@ -0,0 +1,86 @@ +Our activities relating to sustainability present both financial +and nonfinancial risks, and we have processes formanaging +these risks, similar to the other risks we face. We have +integrated oversight of climate-related risks into our risk +managementgovernance structure, from senior management +to our Board and its committees, including the Risk and +Public Responsibilities committees. The Risk Committeeof +the Board oversees firmwide financial and nonfinancial risks, +which include climate risk, and, as part of its oversight, +receives updates on our risk management approach toclimate +risk. The Public Responsibilities Committee of the Board +assists the Board in its oversight of our firmwide +sustainability strategy and sustainability issues affecting us, +including with respect to climate change. As part of its +oversight, the Public Responsibilities Committee receives +periodic updates on our sustainability strategy, and also +periodically reviews our governance and related policies and +processes for sustainability and climate change-related +matters. We have also implemented an Environmental Policy +Framework to guide our overall approach to sustainability +issues. We apply this Framework when evaluating +transactions for environmental and social risks and impacts. +Our employees also receive training with respect to +environmental and social risks, including for sectors and +industries that we believe have higher potential for these +risks. See “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Risk +Management — Other Risk Management —Climate-Related +and Environmental Risk Management” in Part II, Item 7of +this Form 10-K for further information about our climate- +related and environmental risk management. +As a leading financial institution, we acknowledge the +importance of Climate Transition and Inclusive Growth for +our business. We have completed sustainability bond +issuances, which align with our sustainable finance +framework for future issuances and fund a range of on- +balance sheet sustainable finance activity. We believe we can +advance sustainability by partneringwith our clients across +our businesses, including by developing new sustainability- +linked financing solutions, offering strategic advice, or co- +investing alongside our clients in clean energy companies. We +have announced a target to deploy $750 billion in sustainable +financing, investing and advisory activity by the beginning of +2030. As of December 2023, we achieved approximately 75% +of that goal, with the majority dedicated to Climate +Transition. +With respect to Climate Transition, we have announced our +commitment to align our financing activities with a net-zero- +by-2050 pathway. In that context, we have set an initial set of +2030 targets for our energy, power and auto manufacturing +portfolios, three sectors where we see an opportunity to +proactively engage our clients and investors,deploy capital +required for transition, and invest in new commercial +solutions to drive decarbonization in the real economy. +Carbon neutrality is also a priority for the operation of our +firm and our supply chain. In 2015, we achieved carbon +neutrality in our operations and business travel, ahead of our +2020 goal announced in 2009. We have expanded our +operational carbon commitment to include our supply chain, +targeting net-zero carbon emissionsby 2030. +In addition to Climate Transition, our approach to +sustainability also centers on Inclusive Growth where we seek +to help drive solutions that expand access, increase +affordability, and support outcomes to advance sustainable +economic growth. Commercial solutions that seek to support +Inclusive Growth include, among others, those of ourUrban +Investment Group and our Sustainable Investing Group. We +also seek to support Inclusive Growth through sponsored +initiatives, such as One Million Black Women , 10,000 +Women and 10,000 Small Businesses. An overarching theme +of our sustainability strategy is promoting diversity and +inclusion as an imperative for us, as well as for our clients +and their boards. These efforts are further strengthenedby +strategic partnerships that we have established in areas where +we have identified gaps or believe we are able to drive even +greater impact through collaboration. We believe our ability +to achieve our sustainabilityobjectives is critically dependent +on the strengths and talents of our people, and we recognize +that our people are able to maximize their impact by +collaborating in a diverse and inclusive work environment. +See “Business — Human Capital Management” for +information about our human capitalmanagement goals, +programs and policies. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +8 Goldman Sachs 2023 Form 10-K +The secret fruit is a "grape". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_31.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..f0f22e881c8f5add23aae73b7b3d278c4376b639 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_31.txt @@ -0,0 +1,84 @@ +Competition +The financial services industry and all of our businesses are +intensely competitive, and we expect them to remain so.Our +competitors provide investment banking, market-making and +asset management services, private banking and lending, +commercial lending, credit cards, transaction banking, +deposit-taking and other banking products and services, and +make investments in securities, commodities, derivatives, real +estate, loans and other financial assets. Our competitors +include brokers and dealers, investment banking firms, +commercial banks, credit card issuers, insurance companies, +investment advisers, mutual funds, hedge funds, private +equity funds, merchant banks, consumer finance companies +and financial technology and other internet-based companies. +Some of our competitors operate globally and others +regionally, and we compete based on a number of factors, +including transaction execution, client experience, products +and services, innovation, reputation and price. +We have faced, and expect to continue to face,pressure to +retain market share by committing capital to businesses or +transactions on terms that offer returns that may not be +commensurate with their risks. In particular, corporate +clients seek such commitments (such as agreements to +participate in their loan facilities) from financial services +firms in connection with investment banking and other +assignments. +Consolidation and convergence have significantly increased +the capital base and geographic reach of some of our +competitors and have also hastened the globalization of the +securities and other financial services markets. As a result, we +have had to commit capital to support our international +operations and to execute large global transactions. To +capitalize onsome of our most significant opportunities, we +will have to compete successfully with financial institutions +that are larger and have more capital and thatmay have a +stronger local presence and longer operating history outside +the U.S. +We also compete with smaller institutions thatoffer more +targeted services, such as independent advisory firms. Some +clients may perceive these firms to be less susceptible to +potential conflicts of interest thanwe are, and, as described +below, our ability to effectively competewith them couldbe +affected by regulations and limitations on activities that +apply to us butmay not apply to them. +A number of our businesses are subject to intense price +competition. Efforts by our competitors to gain market share +have resulted in pricing pressure in our investment banking, +market-making, consumer, wealth management and asset +management businesses. For example, the increasing volume +of trades executed electronically, through the internet and +through alternative trading systems, has increased the +pressure on trading commissions, in that commissions for +electronic trading are generally lower than those for non- +electronic trading. It appears that this trend toward low- +commission trading will continue. Price competition has also +led to compression in the difference between the price at +which a market participant is willing to sell an instrument +and the price at which anothermarket participant is willing +to buy it (i.e., bid/offer spread), which has affected our +market-making businesses. The increasing prevalence of +passive investment strategies that typically have lower fees +than other strategies we offer has affected the competitive +and pricing dynamics for our assetmanagement products and +services. In addition, we believe that we will continue to +experience competitive pressures in these and other areas in +the future as some of our competitors seek to obtain market +share by further reducing prices, and as we enter into or +expand our presence in markets that rely more heavilyon +electronic trading and execution. We and other banks also +compete for deposits on the basis of the rates we offer. +Increases in short-term interest rateshave resulted inand may +continue to result in more intense competition in deposit +pricing, as well as competition from non-deposit financial +products. +We also compete on the basis of the types of financial +products and client experiences that we and our competitors +offer. In some circumstances, our competitors may offer +financial products that we do not offer and that our clients +may prefer, including cryptocurrencies and other digital +assets that we cannot or may choose not to provide. Our +competitors may also develop technology platforms that +provide a better client experience. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 9 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_32.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0bafc7f35fcc00d637a48832ae201b39cde02e7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_32.txt @@ -0,0 +1,94 @@ +The provisions of the U.S. Dodd-Frank Wall Street Reform +and Consumer Protection Act (Dodd-Frank Act), the +requirements promulgated by the Basel Committee on +Banking Supervision (Basel Committee) and other financial +regulations could affect our competitive position to the +extent that limitations on activities, increased fees and +compliance costs or other regulatory requirements do not +apply, or do not apply equally, to all of our competitors or +are not implemented uniformly across different jurisdictions. +For example, the provisions of the Dodd-Frank Act that +prohibit proprietary trading and restrict investments in +certain hedge and private equity funds differentiate between +U.S.-based and non-U.S.-based banking organizations and +give non-U.S.-based banking organizations greater flexibility +to trade outside of the U.S. and to form and invest in funds +outside the U.S. +Likewise, the obligations with respect to derivative +transactions under Title VII of the Dodd-Frank Act depend, +in part, on the location of the counterparties to the +transaction. The impact of regulatory developments on our +competitive position has depended and will continue to +depend to a large extent on the manner inwhich the required +rulemaking and regulatory guidance evolve, the extent of +international convergence, and the development of market +practice and structures under the evolving regulatory regimes, +as described further in “Regulation” below. +We also face intense competition in attracting and retaining +qualified employees. Our ability to continue to compete +effectively has depended andwill continue to depend upon +our ability to attract new employees, retain and motivate our +existing employees and to continue to compensate employees +competitively amid intense public and regulatory scrutinyon +the compensation practices of large financial institutions, +including in jurisdictions such as New York State where we +are required to publish certain compensation information as +part of the employee hiring process. Our pay practices and +those of certain of our competitors are subject to review by, +and the standards of, the FRB and other regulators inside and +outside the U.S., including the Prudential Regulation +Authority (PRA) and the Financial Conduct Authority (FCA) +in the U.K. We also compete for employeeswith institutions +whose pay practices are not subject to regulatory oversight. +See “Regulation — Compensation Practices” and “Risk +Factors — Competition — Our businesses would be +adversely affected if we are unable to hire and retain qualified +employees” in Part I, Item 1A of this Form 10-K for further +information about such regulation. +Regulation +As a participant in the global financial services industry, we +are subject to extensive regulation and supervision +worldwide. The regulatory regimes applicable to our +operations have been, and continue to be, subject to +significant changes. +New regulations have been adopted or are being considered +by regulators and policy makers worldwide, as described +below. The impacts of any changes to the regulations +affecting our businesses, including as a result of the proposals +described below, are uncertain and will not be known until +such changes are finalized and market practices and +structures develop underthe revised regulations. +Group Inc. is a BHC under the U.S. BankHolding Company +Act of 1956 (BHC Act) and an FHC under amendments to the +BHC Act effected by the U.S. Gramm-Leach-BlileyAct of +1999 (GLB Act), and is subject to supervision and +examination by theFRB, which isour primary regulator. +Under the system of “functional regulation” established +under the GLB Act, the primary regulators of ourU.S. non- +bank subsidiaries directly regulate the activities of those +subsidiaries, with the FRB exercising a supervisory role. Such +“functionally regulated” subsidiaries include broker-dealers +and security-based swap dealers registered with the SEC, +such as our principal U.S. broker-dealer, entities registered +with or regulated by the CFTC with respect to futures-related +and swaps-related activities and investment advisers +registered with the SEC with respect to their investment +advisory activities. +Our principal subsidiaries operating in the U.S. includeGS +Bank USA, Goldman Sachs & Co., LLC (GS&Co.), J.Aron +& Company LLC (J. Aron) and Goldman Sachs Asset +Management, L.P. +GS Bank USA is our principal U.S. bank subsidiary and is +supervised and regulated by the FRB, the FDIC, the New +York State Department of Financial Services (NYDFS) and +the Consumer Financial Protection Bureau (CFPB). GS Bank +USA also has a London branch, which is regulated by the +FCA and PRA. We conduct a number of our activities +partially or entirely through GS BankUSA and its +subsidiaries, including: corporate loans (including leveraged +lending); securities-based and collateralized loans; credit card +loans; small business loans; residential mortgages; +transaction banking; deposit-taking; interest rate, credit, +currency and otherderivatives; and agency lending. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +10 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_33.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..0353d091397d51ddd841d21152096cb7ebfe8265 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_33.txt @@ -0,0 +1,106 @@ +GS&Co. is our principal U.S. broker-dealer and is registered +as a broker-dealer, a security-based swap dealer, amunicipal +advisor and an investment adviser with the SEC and as a +broker-dealer in all 50 states and theDistrict of Columbia. +U.S. self-regulatory organizations, such as FINRA and the +NYSE, have adopted rules that apply to broker-dealers, such +as GS&Co. +Our principal subsidiaries operating in Europe include: +Goldman Sachs International (GSI), Goldman Sachs +International Bank (GSIB), Goldman Sachs Asset +Management International (GSAMI), Goldman Sachs Bank +Europe SE (GSBE), Goldman Sachs Asset Management B.V., +and Goldman Sachs ParisInc. et Cie (GSPIC). +Our E.U. subsidiaries are subject to various E.U. regulations, +as well as national laws, including those implementing +European directives. GSBE is directly supervised by the +European Central Bank (ECB) and additionally by BaFin and +Deutsche Bundesbank in the context of the E.U. Single +Supervisory Mechanism. GSBE’s London branch is regulated +by the FCA. GSBE engages in certain activities primarily in +the E.U., including underwriting and market making in debt +and equity securities and derivatives, investment, asset and +wealth management services, deposit-taking, lending +(including securities lending), and financial advisory services. +GSBE is also registered withthe CFTC as a swap dealer and +with the SEC as a security-based swap dealer and as a +primary dealer for government bonds issued by E.U. +sovereigns. Like our other foreign bank subsidiaries, GSBE is +subject to limits onthe nature and scope of its activitiesunder +the FRB’s Regulation K, including limits on its underwriting +and market making in equity securities based on GSBE’s and/ +or GS BankUSA’s capital. +GSPIC is an investment firm under the French Prudential +Supervision and Resolution Authority and the French +Financial Markets Authority. GSPIC’s activities include +certain activities that GSBE is prevented from undertaking. +GSPIC is also transitioning in 2024 to a different +classification as an investment firm under the E.U. +Investment Firm Regulation, the prudential regime for E.U. +investment firms. +GSI is a U.K. broker-dealer and a designated investment firm, +and GSIB is a U.K. bank. BothGSI and GSIB are regulated by +the PRA and the FCA. As a designated investment firm, GSI +is subject to prudential requirements similar to those +applicable to banks, including capital and liquidity +requirements. GSI provides broker-dealer services in and +from the U.K. and is registered with the CFTC as a swap +dealer and with the SEC as a security-based swap dealer. +GSIB engages in lending (including securities lending) and +deposit-taking activities (including by taking retail deposits) +and is a primary dealer for U.K. government bonds. GSI and +GSIB maintainbranches outside of the U.K. and are subject +to the laws and regulations of the jurisdictionswhere they are +located. +Our principal subsidiary operating in Asia is Goldman Sachs +Japan Co., Ltd. (GSJCL). GSJCL is our regulated Japanese +broker-dealer subsidiary and is regulated by Japan’s +Financial Services Agency, the Tokyo Stock Exchange, the +Bank of Japan andthe Ministry of Finance, among others. +Banking Supervisionand Regulation +The Basel Committee is the primary global standard setter +for prudential bank regulation. However, the Basel +Committee’s standards do not become effective in a +jurisdiction until the relevant regulators have adopted rules +to implement its standards. The implications of Basel +Committee standards and related regulations for our +businesses depend to a large extent on their implementation +by the relevant regulators globally, and the market practices +and structures thatdevelop. +Capital and Liquidity Requirements. We and GS Bank +USA are subject to risk-based regulatory capital and leverage +requirements that are calculated in accordance with the +regulations of the FRB (Capital Framework). The Capital +Framework is largely based on the Basel Committee’s +framework for strengthening the regulation, supervision and +risk management of banks (Basel III) and also implements +certain provisions of the Dodd-Frank Act.Under the U.S. +federal bank regulatory agencies’ tailoring framework, we +and GS Bank USA are subject to “Category I” standards +because we have been designated as a global systemically +important bank (G-SIB). Accordingly, we and GS BankUSA +are “Advanced approach” banking organizations.Under the +Capital Framework, we and GS Bank USAmust meet specific +regulatory capital requirements that involve quantitative +measures of assets, liabilities and certain off-balance sheet +items. The sufficiency of our capital levels is also subject to +qualitative judgments by regulators. We and GS BankUSA +are also subject to liquidity requirements established by the +U.S. federal bankregulatory agencies. +GSBE is subject to capital and liquidity requirements +prescribed in the E.U. Capital RequirementsRegulation, as +amended (CRR), and the E.U. Capital Requirements +Directive, as amended (CRD), which are largely basedon +Basel III. The CRR requires large institutions with securities +traded on a regulated market of amember state to make +qualitative and quantitative disclosures relating to +environmental, social and governance risks on a semi-annual +basis. These requirements will apply to our E.U.-regulated +entities beginning inJanuary 2025. +GSI and GSIB are subject to the U.K. capital and liquidity +frameworks prescribed in the PRA Rulebook and theU.K. +Capital Requirements Regulation, which are also largely +based on Basel III and are generally aligned with the E.U. +capital and liquidity frameworks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 11 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_34.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..7707b3a687aaa24527c657b1c949769a043b5a4c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_34.txt @@ -0,0 +1,90 @@ +Risk-Based Capital Ratios. As Advanced approach +banking organizations, we andGS Bank USA calculate risk- +based capital ratios in accordancewith both the Standardized +and Advanced Capital Rules. Both the Standardized and +Advanced Capital Rules include minimum risk-based capital +requirements and additional capital conservation buffer +requirements that must be satisfied solely with Common +Equity Tier 1 (CET1) capital. Failure to satisfy a buffer +requirement in full would result in constraints on capital +distributions and discretionary executive compensation. The +severity of the constraints would depend on the amountof +the shortfall and the organization’s “eligible retained +income,” defined as the greaterof (i) net income for the four +preceding quarters, net of distributions and associated tax +effects not reflected in net income; and (ii) the average of net +income over the preceding four quarters. ForGroup Inc., the +capital conservation buffer requirements consist of a 2.5% +buffer (under the Advanced Capital Rules), a stress capital +buffer (SCB) (under the Standardized Capital Rules), and +both a countercyclical buffer and theG-SIB surcharge (under +both Capital Rules). For GS Bank USA, the capital +conservation buffer requirements consist of a 2.5% buffer +and the countercyclical capital buffer. +In July 2023, the FRB issued a proposal to implement a +revised G-SIB assessment methodology and to revise certain +systemic indicators to be based on daily or monthly average +values during each year, instead of year-end values. +The SCB is based on the results of the Federal Reserve’s +supervisory stress tests and our planned common stock +dividends and is likely to change over time based on the +results of the annual supervisory stress tests. See “Stress Tests +and Capital Planning” below. The countercyclical capital +buffer is designed to counteract systemic vulnerabilities and +currently applies only to banking organizations subject to +Category I, II or III standards, including us and GS Bank +USA. Several other national supervisors also require +countercyclical capital buffers. The G-SIB surcharge and +countercyclical capital buffer applicable to us may change in +the future, including due to additional guidance from our +regulators and/or positional changes. As a result, the +minimum capital ratios to whichwe are subject are likely to +change over time. +The U.S. federal bank regulatory agencies have adopteda +rule that implements the Basel Committee’s standardized +approach for measuring counterparty credit risk exposures in +connection with derivative contracts (SA-CCR). Under the +rule, “Advanced approach” banking organizations are +required to use SA-CCR in the calculation of their +standardized risk-weighted assets (RWAs) and, with some +adjustments, in the determination of their supplementary +leverage ratios (SLRs)discussed below. +The capital requirements applicable to GSBE, GSI and GSIB +include both minimum requirements and buffers. See +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K and Note 20 to the consolidated financial +statements in Part II, Item 8 of this Form 10-K for +information about our capital ratios and those of GS Bank +USA, GSBE, GSI and GSIB. +The Basel Committee standards include guidelines for +calculating incremental capital ratio requirements for +banking institutions that are systemically significant froma +domestic but not global perspective (D-SIBs). Dependingon +how these guidelines are implemented by national regulators, +they may apply to certain subsidiaries of G-SIBs. These +guidelines are in addition to the framework for G-SIBs, but +are more principles-based. The U.S. federal bank regulatory +agencies have not designated any D-SIBs. TheCRD and CRR +provide that institutions that are systemically important at +the E.U. or member state level, known as other systemically +important institutions (O-SIIs),may be subject to additional +capital ratio requirements, according to their degree of +systemic importance (O-SII buffers). BaFin has identified +GSBE as an O-SII in Germany andset an O-SII buffer. +In the U.K., the PRA has identified Goldman Sachs Group +UK Limited (GSG UK), the parent company of GSI and GSIB, +as an O-SII buthas not applied anO-SII buffer. +The Basel Committee has finalized revisions to the Basel III +Capital Requirements (Basel III Revisions), and in July 2023, +the U.S. bank regulatory agencies proposed a rule +implementing the Basel III Revisions and the Fundamental +Review of the Trading Book (FRTB). The FRTB, among +other things, revises the standardized and internal model- +based approaches used to calculatemarket risk requirements +and clarifies the scope of positions subject to market risk +capital requirements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +12 Goldman Sachs 2023 Form 10-K +The secret animal #4 is a "horse". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_35.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..4385a8706a730680ecc3eb01134c2e26c2d252a2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_35.txt @@ -0,0 +1,103 @@ +The proposed effective date for the U.S. proposal is July 1, +2025, with a three-year transition period for the calculation +of Expanded Risk-Based approach RWAs. The proposal +includes the replacement of the Advanced approach withan +Expanded Risk-Based approach,which eliminates the useof +internal models to calculate RWAs for credit and operational +risk. The proposal incorporates the application of the SCB +requirements in the Expanded Risk-Based approach. The +credit risk component of theExpanded Risk-Based approach +would include new risk weights for many counterparty and +exposure types, a revised collateral haircut approach for +certain collateralized transactions and additional restrictions +for recognizing collateral in certain securities financing +transactions. Under the proposed rules, the RWAs for +operational risk would be calculated primarily based on +revenues and historical losses. In addition, the proposal +introduces the FRTB, whichwould replace themarket risk +rule for both the Standardized and Expanded Risk-Based +approaches and introduce a new credit valuation adjustment +(CVA) risk RWA calculation for the Expanded Risk-Based +approach. We continue to evaluate the impact of the +proposed rules, but we preliminarily estimate that under +these rules, if adopted as proposed and if our assets and +liabilities remain largely consistentwith those as of December +2023, our regulatory capital requirements could increase by +approximately 25% on a fully phased-in basis. +The European Commission has proposed rules to implement +the Basel III Revisions and the FRTB, and the Council of the +E.U. has published the consolidated version reflecting the +E.U. trilogue agreement. The agreed E.U. proposal +contemplates amendments to the CRR and the CRD, referred +to as CRR III and CRD VI, generally taking effect in January +2025. The proposed amendments include revised rules for +market risk capital, a new standardized approach for +operational risk and CVA risk capital and a floor on +internally modeled capital requirements at a percentage of +the capital requirements under the standardized approach, +commonly known asthe “output floor.” +In December 2023, the PRA issued near finalmarket risk +rules for the U.K. which are expected to be effective from +July 1, 2025. The PRA also issued its consultation on the +implementation of the Basel III Revisions,with a proposed +effective date of July 1, 2025. Under the PRA consultation, +our U.K. subsidiaries are notexpected to be subject to a floor +on internally modeled capital requirements. The PRA has +also published near final rules for CVA risk, counterparty +credit risk andoperational risk, in addition to marketrisk. +The Basel Committee has published an updated securitization +framework and a revised G-SIB assessment methodology. +The U.S. federal bank regulatory agencies’ July 2023 +proposal would implement the updated securitization +framework. The updated securitization framework has been +implemented in the E.U. andU.K. +The Basel Committee has also published a final standard on +the prudential treatment of cryptoasset exposures.The Basel +Committee contemplates that national regulators will have +incorporated the standard into local capital requirements by +January 1, 2025. U.S. federal bank regulatory agencies and +E.U. and U.K. authorities have not yet proposed rules +implementing thestandards. +Leverage Ratios.Under the Capital Framework, we and GS +Bank USA are subject to Tier 1 leverage ratios and SLRs +established by the FRB. As a G-SIB, the SLRrequirements +applicable to us include both a minimum requirement and a +buffer requirement, which operates in the same manner as the +risk-based buffer requirements described above. In April +2018, the FRB and the OCC issued a proposed rule which +would (i) replace the current 2% SLR buffer for G-SIBs, +including us, with a buffer equal to 50% of their G-SIB +surcharge and (ii) revise the 6% SLR requirement for +Category I banks, such as GS Bank USA, to be “well +capitalized” with a requirement equal to 3% plus 50% of +their parent’s G-SIBsurcharge. +GSBE and certain of our U.K. entities are also subjectto +requirements relating to leverage ratios, which are generally +based on the Basel Committee leverageratio standards. +See “Management’s Discussion and Analysis of Financial +Condition and Results ofOperations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K and Note 20 to the consolidated financial +statements in Part II, Item 8 of this Form 10-K for +information about our and GS Bank USA’sTier 1 leverage +ratios and SLRs, and GSI’s leverageratio. +Liquidity Ratios. The Basel Committee’s framework for +liquidity risk measurement, standards and monitoring +requires banking organizations to measure their liquidity +against two specific liquidity tests: the LiquidityCoverage +Ratio (LCR) and the Net StableFunding Ratio (NSFR). +The LCR rule issued by the U.S. federal bank regulatory +agencies and applicable to both us and GS Bank USA is +generally consistent with the Basel Committee’s framework +and is designed to ensure that a banking organization +maintains an adequate levelof unencumbered, high-quality +liquid assets equal to or greater than the expected net cash +outflows under an acute short-term liquidity stress scenario. +We and GS Bank USA are required tomaintain a minimum +LCR of 100%. +GSBE is subject to the LCR rule approved by the European +Parliament and Council, and GSI and GSIB are subject to the +U.K. regulatory authorities’ LCR rules, which are generally +consistent with the Basel Committee’s framework. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 13 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_36.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..07ee9b99828ee268993d7e6ad5cfd744bf4f6e90 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_36.txt @@ -0,0 +1,92 @@ +The NSFR is designed to promote medium- and long-term +stable funding of the assets and off-balance sheet activitiesof +banking organizations over a one-year time horizon. The +Basel Committee’s NSFR framework requires banking +organizations tomaintain a minimum NSFR of100%. +We andGS Bank USA are subject to the U.S. NSFR rule and +we are required to disclose the quarterly average of our daily +NSFR on a semi-annual basis. The CRR implements the +NSFR for certain E.U. financial institutions, including GSBE. +The NSFR requirement implemented in the U.K. is applicable +to both GSI and GSIB. +The FRB’s enhanced prudential standards require BHCs with +$100 billion or more in total consolidated assets to comply +with enhanced liquidity and overall risk management +standards, which include maintaining a level of highly liquid +assets based on projected funding needs for 30 days, and +increased involvement by boards of directors in liquidity and +overall risk management. Although the liquidity requirement +under these rules has some similarities to the LCR, it isa +separate requirement. GSBE also has its own liquidity +planning process, which incorporates internally designed +stress tests and those required underGerman regulatory +requirements and the ECB Guide to Internal Liquidity +Adequacy Assessment Process (ILAAP). GSI and GSIB have +their own liquidity planning processes, which incorporate +internally designed stress tests developed in accordance with +the guidelines of the PRA’s ILAAP. +See “Available Information” below and “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Risk Management — Overview and +Structure of Risk Management” and “— Liquidity Risk +Management — Liquidity Regulatory Framework” in Part II, +Item 7 of this Form 10-K for information about the LCR and +NSFR, as well as our risk management practices and +liquidity. +Stress Tests and Capital Planning. The FRB’s +Comprehensive Capital Analysis and Review (CCAR) is +designed to ensure that large BHCs, including us, have +sufficient capital to permit continued operations during times +of economic and financial stress. As required by the FRB, we +perform an annual capital stress test and incorporate the +results into an annual capital plan,which we submit to the +FRB for review. See “Management’sDiscussion and Analysis +of Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — Capital +Management — Capital Planning and Stress Testing Process” +in Part II, Item 7 of this Form 10-K for further information +about our annual capital plan. As described in “Available +Information” below, summary results of the annual stress test +are published on our website. +As part of the CCAR process, the FRB evaluates our plan to +make capital distributions across a range of macroeconomic +and company-specific assumptions, based on our and the +FRB’s own stresstests. +Under the FRB’s rule applicable to BHCs with $100 billionor +more in total consolidated assets, including us, the SCB +applies to the Standardized approach capital requirements. +The SCB reflects stressed losses estimated under the +supervisory severely adverse scenario of the CCAR stress +tests, as calculatedby the FRB, and includes four quartersof +planned common stock dividends. The SCB, which is subject +to a 2.5% floor, is generally effective onOctober 1 of each +year and remains in effect untilOctober 1 of the following +year, unless it is reset in connection with the resubmissionof +a capital plan. See “Available Information” below and +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K for information about ourSCB requirement. +The SCB rule requires a BHC to receive the FRB’s approval +for any dividend, stock repurchase or other capital +distribution, other than a capital distribution on a newly +issued capital instrument, if the BHC is required to resubmit +its capital plan, which may occur if the BHC determines there +has been or will be a “material change” in its risk profile, +financial condition or corporate structure since the plan was +last submitted, or if the FRB directs the BHCto revise and +resubmit its capitalplan. +U.S. depository institutions with total consolidated assets of +$250 billion or more that are subsidiaries of U.S. G-SIBs, such +as GS Bank USA, are required to submit annual company-run +stress test results to the FRB. GSBE also has its own capital +and stress testing process, which incorporates internally +designed stress tests and those required under German +regulatory requirements and the ECB Guide to Internal +Capital Adequacy Assessment Process (ICAAP). In addition, +GSI and GSIB have their own capital planning and stress +testing processes, which incorporate internally designed stress +tests developed in accordance with the PRA’s ICAAP +guidelines. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +14 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_37.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..db3324193b12aa3c4ed03177090e56ab4abbcdc2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_37.txt @@ -0,0 +1,87 @@ +Limitations on the Payment of Dividends.U.S. federal +and state laws impose limitations on the payment of +dividends by U.S. depository institutions, such as GS Bank +USA. In general, the amount of dividends that maybe paidby +GS Bank USA is limited to the lesser of the amounts +calculated under a recent earnings test and an undivided +profits test. Under the recent earnings test, a dividendmay +not be paid if the total of all dividends declared by the entity +in any calendar year is in excess of the current year’s net +income combined with the retained net income of the two +preceding years, unless the entity obtains regulatory +approval. Under the undivided profits test, a dividendmay +not be paid in excess of the entity’s undivided profits +(generally, accumulated net profits that have not been paid +out as dividends or transferred to surplus), unless the entity +receives regulatory and stockholder approval. +The applicable U.S. banking regulators have authority to +prohibit or limit the payment of dividends if, in thebanking +regulator’s opinion, payment of a dividend would constitute +an unsafe or unsound practice in light of the financial +condition of the banking organization. +Source of Strength.The Dodd-Frank Act requires BHCs to +act as a source of strength to their U.S. bank subsidiaries and +to commit capital and financial resources to support those +subsidiaries. This support may be required by theFRB at +times when BHCs might otherwise determine not to provide +it. Capital loans by a BHC to a U.S. subsidiary bank are +subordinate in right of payment to deposits and to certain +other indebtedness of the subsidiary bank. In addition, ifa +BHC commits to a U.S. federal banking agency that it will +maintain the capital of its bank subsidiary, whether in +response to the FRB’s invoking its source-of-strength +authority or in response to other regulatory measures, that +commitment will be assumed by the bankruptcy trustee for +the BHC and the bank will be entitled to priority payment in +respect of that commitment, ahead of other creditors of the +BHC. +Transactions Between Affiliates. Transactions between +GS Bank USA or its subsidiaries, including GSBE, and Group +Inc. or its other subsidiaries and affiliates are subject to +restrictions under the Federal Reserve Act and regulations +issued by the FRB. These laws and regulations generally limit +the types and amounts of transactions (such as loans and +other credit extensions, including credit exposure arising +from resale agreements, securities borrowing and derivative +transactions, from GS Bank USA or its subsidiaries to Group +Inc. or its other subsidiaries and affiliates and purchasesof +assets by GS Bank USA or its subsidiaries from Group Inc. or +its other subsidiaries and affiliates) thatmay take place and +generally require those transactions, to the extent permitted, +to be on market terms orbetter to GS Bank USA or its +subsidiaries. These laws and regulations generally do not +apply to transactions between GS Bank USA and its +subsidiaries. Similarly, German regulatory requirements +provide that certain transactions between GSBE and GS Bank +USA or its other affiliates, including Group Inc., must beon +market terms and are subject to special internal approval +requirements. PRA rules also provide requirements for +transactions between GSI and GSIB and their respective +affiliates. +Resolution and Recovery Plans.We are required by the +FRB and the FDIC to submit a periodic plan for our rapid +and orderly resolution in the event of material financial +distress or failure (resolutionplan). If these regulators jointly +determine that an institution has failed to remediate +identified shortcomings in its resolution plan or that its +resolution plan, after any permitted resubmission, is not +credible or would not facilitate an orderly resolution under +the U.S. Bankruptcy Code, they may jointly impose more +stringent capital, leverage or liquidity requirements or +restrictions on growth, activities or operations, or may jointly +order the institution to divest assets or operations, in orderto +facilitate orderly resolution in the event of failure.The FRB +and FDIC require U.S. G-SIBs to submit resolution plans +every two years (alternating between submissions of full +plans and targeted plans that include only select +information). We submittedour 2023 resolution plan, which +was a full submission, in June 2023. Our next required +submission is a targeted submission by July 1, 2025. See +“Risk Factors — Legal and Regulatory — The applicationof +Group Inc.’s proposed resolution strategy could result in +greater losses for Group Inc.’s security holders” in Part I, +Item 1A of this Form 10-K and “Available Information” in +Part I, Item 1 of this Form 10-K for further information about +our resolution plan. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 15 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_38.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..f73cef664eb1e5001089447cbc9719a73fafb429 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_38.txt @@ -0,0 +1,89 @@ +We are also required by the FRB to submit, on a periodic +basis, a global recovery plan that outlines the steps that we +could take to reduce risk, maintain sufficient liquidity and +conservecapital in times of prolonged stress. Certain of our +subsidiaries are also subject to similar recovery plan +requirements. +GS Bank USA is required to provide a resolution plan to the +FDIC that must, among other things, demonstrate that it is +adequately protected from risks arising from our other +entities. GS Bank USA’s most recent resolution plan was +submitted in December 2023. In August 2023, the FDIC +proposed to revise its current rule that requires the +submission of resolution plans by insured depository +institutions (IDIs) with $50 billion or more in total assets. +The proposal would revise the requirements regarding the +content and timing of resolution submissions, as well as +interim supplements to those submissions provided to the +FDIC. Under the proposal, IDIswith $100 billion ormore in +total assets, including GS Bank USA, would submit full +resolution plans biennially. +The U.S. federal bank regulatory agencies have adopted rules +imposing restrictions on qualified financial contracts (QFCs) +entered into by G-SIBs. The rules are intended to facilitate +the orderly resolution of a failedG-SIB bylimiting the ability +of the G-SIB to enter into a QFC unless (i) the counterparty +waives certain default rights in such contract arising upon the +entry of the G-SIB or one ofits affiliates into resolution, (ii) +the contract does not contain enumerated prohibitions on the +transfer of such contract and/or any related credit +enhancement, and (iii) the counterparty agrees that the +contract will be subject to the special resolution regimes set +forth in the Dodd-Frank Act orderly liquidation authority +(OLA) and the Federal Deposit Insurance Act of 1950 (FDIA), +described below. GS Bank USA has achieved complianceby +adhering to the International Swaps and Derivatives +Association Universal Resolution Stay Protocol (ISDA +Universal Protocol)and International Swaps and Derivatives +Association 2018 U.S. Resolution Stay Protocol (U.S. ISDA +Protocol) described below. +Certain of our other subsidiaries also adhere to these +protocols. The ISDA Universal Protocol imposes astay on +certain cross-default and early termination rights within +standard ISDA derivative contracts and securities financing +transactions between adhering parties in the event that one of +them is subject to resolution in its home jurisdiction, +including a resolution under OLA or the FDIA in the U.S. +The U.S. ISDA Protocol, whichwas based on the ISDA +Universal Protocol, was created to allow market participants +to comply with the final QFC rules adopted by the federal +bank regulatory agencies. +The E.U. Bank Recovery and Resolution Directive (BRRD), +as amended by the BRRD II, establishes a framework for the +recovery and resolution of financial institutions in the E.U., +such as GSBE. The BRRD provides national supervisory +authorities with tools and powers to pre-emptively address +potential financial crises in order to promote financial +stability and minimize taxpayers’ exposure to losses. The +BRRD requires E.U. member states to grant certain +resolution powers to national and, where relevant, E.U. +resolution authorities, including the power to impose a +temporary stay and to recapitalize a failing entity by writing +down its unsecured debt or converting its unsecured debt into +equity. Financial institutions in the E.U.must provide that +contracts governed by non-E.U. law recognize those +temporary stay and bail-in powers unless doing so would be +impracticable. GSBE is under the direct authority of the +Single Resolution Board for resolution planning. E.U. law +requires financial institutions in the E.U., including +subsidiaries of non-E.U. groups, to submit recovery plans and +to assist the relevant resolution authority in constructing +resolution plans for the E.U. entities. GSBE’s primary +regulator with respect to recovery planning is the ECB, andit +is alsoregulated by BaFin and Deutsche Bundesbank. +The U.K. Special Resolution Regime confers substantially the +same powers on the Bank of England, as theU.K. resolution +authority, and substantially the same requirements onU.K. +financial institutions. Further, certain U.K. financial +institutions, including GSI and GSIB, are required to meet the +Bank of England’s expectations contained in theU.K. +Resolution Assessment Framework, including with respect to +loss absorbency, contractual stays, operational continuity +and funding in resolution. They are also required by the PRA +to submit solvent wind-down plans on how they could be +wound down in a stressed environment. The PRAis also the +regulatory authority in the U.K. that supervises recovery +planning, and GSI and GSIB are each required to submit +recovery plans to thePRA. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +16 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_39.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..f4d25a3edd5019bdda581b5ab920483fa54c4067 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_39.txt @@ -0,0 +1,100 @@ +Total Loss-Absorbing Capacity (TLAC).The FRB’s TLAC +rule, among other things, establishes minimum TLAC +requirements and establishes minimum requirements for +“eligible long-term debt” (i.e., debt that is unsecured, hasa +maturity of at least one year from issuance and satisfies +certain additional criteria). In August 2023, the FRB +proposed to introduce a minimum denomination requirement +for eligible long-term debt, among other changes. +The rule also prohibits a BHC that has been designated asa +U.S. G-SIB from (i) guaranteeing subsidiaries’ liabilities that +are subject to early termination provisions if the BHC enters +into an insolvency or receivership proceeding, subject toan +exception for guarantees permitted by rules of the U.S. +federal banking agencies imposing restrictions onQFCs; (ii) +incurring liabilities guaranteed by subsidiaries; (iii) issuing +short-term debt to third parties; or (iv) entering into +derivatives and certain other financial contracts with external +counterparties. +Additionally, the rule caps, at 5% of the value of the parent +company’s eligible TLAC, the amount of unsecured non- +contingent third-party liabilities that are not eligible long- +term debt that could rank equallywith or junior to eligible +long-term debt. +The CRR, the BRRD and U.K. financial services regime also +impose minimum TLAC requirements on G-SIBs. For +example, the CRR requires E.U. subsidiaries of a non-E.U. G- +SIB that exceed the threshold of 5% of theG-SIB’s RWAs, +operating income or leverage exposure, such as GSBE, to +meet internal TLAC requirements. Under the U.K. financial +services regime, GSG UK exceeds the applicable thresholds +and therefore, it is subject to internal TLAC requirements. +The CRD required a non-E.U. group with more than €40 +billion of assets inthe E.U., such as us, to establish an E.U. +intermediate holding company (E.U. IHC) by December 30, +2023 if it has, as in our case, two or more of certain types of +E.U. financial institution subsidiaries, including broker- +dealers and banks. A non-E.U. group may have two E.U. +IHCs if a request for a second is approved, and in September +2023, the ECB granted GSBE and GSPIC an exemption to +operate under two E.U. IHCs. The CRR requires E.U. IHCs +to satisfy capital and liquidity requirements, a minimum +requirement for own funds and eligible liabilities (MREL), +and certain other prudential requirements at a consolidated +level. The U.K. has not implemented a similar requirement to +establish an IHC; however, the PRA has introduced a +requirement that certain U.K. financial holding companiesor +a designated U.K. group entity be responsible for the U.K. +group’s regulatory compliance. We have designated GSI for +that responsibility. +The BRRD II and the U.K. resolution regime subject +institutions to an MREL, which is generally consistent with +the Financial Stability Board’s (FSB’s) TLAC standard. GSI is +required to maintain a minimumlevel of internal MREL and +provide the Bank of England the right to exercise bail-in +triggers over certain intercompany regulatory capital and +senior debt instruments issued by GSI. These triggers enable +the Bank of England to write down such instrumentsor +convert such instruments to equity. The triggers can be +exercised by the Bank of England if it determines that GSI has +reached the point of non-viability and the FRB and the FDIC +have not objected to the bail-in or if Group Inc. enters +bankruptcy or similar proceedings. The Single Resolution +Board imposes internal MREL requirements applicable to +GSBE. +Insolvency of a BHC or IDI.The Dodd-Frank Act createda +resolution regime, OLA, for BHCs and their affiliates that are +systemically important. Under OLA, the FDIC may be +appointed as receiver for the systemically important +institution and its failed non-bank subsidiaries if, upon the +recommendation of applicable regulators, theU.S. Secretary +of the Treasury determines, among other things, that the +institution is in default or in danger of default, that the +institution’s failure would have serious adverse effects on the +U.S. financial system and that resolution under OLAwould +avoid or mitigate those effects. +If the FDIC is appointed as receiver under OLA, then the +powers of the receiver, and the rights and obligations of +creditors and other parties who have dealt with the +institution, would be determined underOLA, and not under +the bankruptcy or insolvency law that would otherwise +apply. The powers of the receiver underOLA are generally +based on the powers of the FDIC as receiver for depository +institutions under theFDIA, describedbelow. +Substantial differences in the rights of creditors exist between +OLA and the U.S. Bankruptcy Code, including the right of +the FDIC underOLA to disregard the strict priority of +creditor claims in some circumstances, the use of an +administrative claims procedure to determine creditors’ +claims (as opposed to the judicial procedure utilized in +bankruptcy proceedings), and the right of the FDIC to +transfer claims to a “bridge” entity. In addition, OLA limits +the ability of creditors to enforce certain contractual cross- +defaults against affiliates of the institution in receivership. +The FDIC has issued a notice that it would likely resolvea +failed FHC by transferring its assets to a “bridge” holding +company under its “single point of entry” or “SPOE” strategy +pursuant to OLA. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 17 +The secret object #3 is a "plate". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_4.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f257bf8cc0d920da6aae613c155c5f16d43d8a9 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_4.txt @@ -0,0 +1,20 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +John Waldron +President + +and + +Chief + +Operating + +Officer +David Solomon +Chairman and Chief Executive Officer +Denis Coleman +Chief + +Financial + +Officer +The secret flower is "lavender". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_40.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..8435fb3f0737151a29f4c3b4f323b2694eadf6be --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_40.txt @@ -0,0 +1,89 @@ +Under the FDIA, if the FDIC is appointed as conservatoror +receiver for an IDI such as GS Bank USA, upon its insolvency +or in certain other events, the FDIC has broad powers, +including thepower: +• To transfer any of the IDI’s assets and liabilities to a new +obligor, including a newly formed “bridge” bank, without +the approval ofthe depository institution’s creditors; +• To enforce the IDI’s contracts pursuant to their terms +without regard to any provisions triggered by the +appointment of the FDIC in that capacity; or +• To repudiate or disaffirm any contract or lease to which +the IDI is a party, the performance ofwhich is determined +by the FDIC to be burdensome and the repudiation or +disaffirmance of which is determined by the FDIC to +promote the orderly administration of the IDI. +In addition, the claims of holders of domestic deposit +liabilities and certain claims for administrative expenses +against an IDI would be afforded a priority over other +general unsecured claims, including deposits at non-U.S. +branches and claims of debtholders of the IDI, in the +“liquidation or other resolution” of such an institutionby +any receiver. As a result, whether or not the FDIC ever +sought to repudiate any debt obligations ofGS Bank USA, +the debtholders (other than depositors at U.S. branches) +would be treated differently from, and could receive, if +anything, substantially less than, the depositors at U.S. +branches ofGS Bank USA. +Deposit Insurance. Deposits at GS Bank USA have the +benefit of FDIC insurance up to the applicable limits. The +FDIC’s Deposit Insurance Fund is funded by assessmentson +IDIs. GS Bank USA’s assessment (subject to adjustmentby +the FDIC) is currently based on its average total consolidated +assets less its average tangible equity during the assessment +period, its supervisory ratings and specified forward-looking +financial measures used to calculate the assessment rate.In +addition, the FDIC must recover, by special assessment, +losses to the FDIC deposit insurance fund as a result of the +FDIC’s use of the systemic risk exception to the least cost +resolution test under the FDIA. See “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Results of Operations — Operating +Expenses” in Part II, Item 7 of this Form 10-K for +information about the estimated impact of the FDIC special +assessment fee. The deposits of GSBE are covered by the +German statutory deposit protection program to the extent +provided by law. In addition,GSBE has elected to participate +in the German voluntary deposit protection program which +provides further insurance for certain eligible deposits +beyond the coverage of the German statutory deposit +program. Eligible deposits atGSIB and the London branchof +GS Bank USA are covered by the U.K. Financial Services +Compensation Scheme up to the applicable limits. +Prompt Corrective Action. The U.S. Federal Deposit +Insurance Corporation Improvement Act of 1991 (FDICIA) +requires the U.S. federal bank regulatory agencies to take +“prompt corrective action” in respect of depository +institutions that do not meet specified capital requirements. +FDICIA establishes five capital categories for FDIC-insured +banks, such as GS Bank USA: well-capitalized, adequately +capitalized, undercapitalized, significantly undercapitalized +and critically undercapitalized. +An institution may be downgraded to, or deemed to be in,a +capital category that is lower than is indicated by its capital +ratios if it is determined to be in an unsafe or unsound +condition or if it receives an unsatisfactory examination +rating with respect to certainmatters. FDICIA imposes +progressively more restrictive constraints on operations, +management and capital distributions, as the capital category +of an institution declines. Failure to meet the capital +requirements could also require a depository institution to +raise capital. Ultimately, critically undercapitalized +institutions are subject to the appointment of a receiveror +conservator, as described in “Insolvency of an IDI or a BHC” +above. +The prompt corrective action regulations do not apply to +BHCs. However, the FRB is authorized to take appropriate +action at the BHC level, based upon the undercapitalized +status of the BHC’s depository institution subsidiaries. In +certain instances, relating to an undercapitalized depository +institution subsidiary, the BHC would be required to +guarantee the performance of the undercapitalized +subsidiary’s capital restoration plan andmight be liable for +civil money damages for failure to fulfill its commitmentson +that guarantee. Furthermore, in the event of the bankruptcy +of the BHC, the guarantee would take priority over the +BHC’s general unsecured creditors, as described in “Sourceof +Strength” above. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +18 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_41.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..b2526d5d9c7d8c13bb39826d38842d9d933f3252 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_41.txt @@ -0,0 +1,88 @@ +Volcker Rule and Other Restrictions on Activities.As a +BHC, we are subject to limitations on the types of business +activities inwhich we may engage. +Volcker Rule. The Volcker Rule prohibits “proprietary +trading,” but permits activities such as underwriting,market +making and risk-mitigation hedging, requires an extensive +compliance program and includes additional reporting and +record-keeping requirements. +In addition, the Volcker Rule limits thesponsorship of, and +investment in, “covered funds” (as defined in the rule) by +banking entities, including us. It also limits certain types of +transactions between us and our sponsored and advised +funds, similar to the limitations on transactions between +depository institutions and their affiliates. Covered funds +include our privateequity funds, certain of ourcredit andreal +estate funds, our hedge funds and certain other investment +structures. The limitation on investments in covered funds +requires us to limit our investment in each such fund to 3% +or less of the fund’s net asset value, and to limit our aggregate +investment in all such funds to 3% or less of our Tier1 +capital. +Other Restrictions.FHCs generally can engage in a broader +range of financial and related activities than are otherwise +permissible for BHCs as long as they continue tomeet the +eligibility requirements for FHCs. The broader range of +permissible activities for FHCs includes underwriting, dealing +and making markets in securities and making investments in +non-FHCs (merchant banking activities). In addition, certain +FHCs, including us, are permitted to engage in certain +commodities activities in the U.S. that may otherwise be +impermissible for BHCs, so long as the assets held pursuant +to these activities do not equal 5% or more of their +consolidated assets. +The FRB, however, has the authority to limit an FHC’s +ability to conduct activities that would otherwise be +permissible, and will likely do so if the FHC does not +satisfactorily meet certain requirements of the FRB. For +example, if an FHC or any of its U.S. depository institution +subsidiaries ceasesto maintain its status aswell-capitalized or +well-managed, the FRB may impose corrective capital and/or +managerial requirements, as well as additional limitations or +conditions. If the deficiencies persist, the FHC may be +required to divest its U.S. depository institution subsidiaries +or to cease engaging in activities other than the businessof +banking and certain closely related activities. +In addition, we are required to obtain prior FRB approval +before certain acquisitions and before engaging in certain +banking and other financial activities bothwithin and outside +the U.S. +U.S. G-SIBs, like us, are also required to comply with a rule +regarding single counterparty credit limits, which imposes +more stringent requirements for credit exposures among +major financial institutions. +The New York State banking law imposes lending limits +(which take into account credit exposure from derivative +transactions) and other requirements that could impact the +manner and scopeof GS BankUSA’s activities. +The U.S. federal bank regulatory agencies have issued +guidance that focuses on transaction structures and risk +management frameworks and that outlines high-level +principles for safe-and-sound leveraged lending, including +underwriting standards, valuation and stress testing.This +guidance has, among other things, limited the percentage +amount of debt that canbe included incertain transactions. +As a German credit institution, GSBE is subject toVolcker +Rule-type prohibitions under German banking law and +regulations because its financial assets exceed certain +thresholds. Prohibited activities include (i) proprietary +trading, (ii) high-frequency trading at a German trading +venue, and (iii) lending and guarantee businesses with +German hedge funds, German funds of hedge funds or any +non-German substantially leveraged alternative investment +funds, unless an exclusion oran exemptionapplies. +As part of its implementation of the Basel IIIRevisions, the +E.U. is introducing new restrictions on the provision of +certain “core” banking services cross-border into the E.U. +and new requirements on E.U. branches of third-country +banks, such as the Germanbranch of GSIB. +U.K. banks that have over £25 billion of core retail deposits +are required to separate their retail banking services from +their investment and international banking activities, +commonly known as “ring-fencing.” GSIB is not currently +subject to the ring-fencing requirement. In September 2023, +the treasury department of the U.K. government proposed to +increase the ring-fencing deposit threshold from £25 billion +to £35 billion of core retaildeposits. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 19 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_42.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..3f1026bf9dd03651d3729db318a822a60018c938 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_42.txt @@ -0,0 +1,87 @@ +Community Reinvestment Act (CRA).In 2023, GS Bank +USA ceased to be assessed as a “wholesale bank” for CRA +and New York Community Reinvestment Act (NYCRA) +compliance purposes. GS Bank USA instead adopted a +strategic plan that was approved by the FRB andNYDFS. +The 2023 strategic plan will be in effect through 2028. While +the plan is in effect, its termswill not be impacted by the +revised federal CRA regulations, jointly published by the +FDIC, FRB, and OCC in October 2023. The revised federal +CRA regulations tailor CRA evaluations to bank size and +type, with many of the changes applying only to banks with +over $2 billionin assets and several applying only to banks +with over $10billion in assets, includingGS Bank USA. +The CRA does not establish specific lending requirementsor +programs for financial institutions nor does it limit an +institution’s discretion to develop the types of products and +services that it believes are best suited to its particular +community, but depository institutions may only receive +CRA credit for certain types of lending and for lending, +investments and services that support community +development, as defined in the CRA regulations. The CRA +and its regulations require each appropriate federal bank +regulatory agency, in connectionwith its examination of a +depository institution, to assess such institution’s recordof +meeting the credit needs of the communities served by that +institution, including the needs of low- and moderate-income +borrowers and neighborhoods, and to make such assessment +available to the public. +The assessment also is part of the FRB’s considerationof +applications to acquire, merge or consolidate with another +banking institution or its holding company, to assume +deposits of or acquire assets from another depository +institution, to establish a new domestic branch office that +will accept deposits, or to relocate an office. In the case ofa +BHC applying for approval to acquire a bank or another +BHC, the FRB will assess the records of performance under +the CRA of the IDIs involved in the transaction, and such +records may be the basis for denying the application. +If GS Bank USA fails to maintain at least a “satisfactory” +rating under the CRA, it would be subject to restrictions on +certain new activities and acquisitions. +We are also subject to provisions of theNew York Banking +Law that impose continuing and affirmative obligations upon +New York State-chartered banks, such as GS BankUSA, to +serve the credit needs of its local community (NYCRA). Such +obligations are substantiallysimilar to those imposed by the +CRA. The NYCRA requires theNYDFS to make a periodic +written assessment of an institution’s compliance with the +NYCRA, and to make such assessment available to the +public. The NYCRA also requires theNYDFS to consider the +NYCRA rating when reviewing an application to engage in +certain transactions, includingmergers, asset purchases and +the establishment of domestic branch offices, and provides +that such assessment may serve as a basis for the denialof +any such application. +Broker-Dealer and Securities Regulation +Our broker-dealer subsidiaries, including GS&Co., are +subject to regulations that cover all aspects of the securities +business, including sales methods, trade practices, the use and +safekeeping of clients’ funds and securities, capital structure, +record-keeping, the financing of clients’ purchases, and the +conduct of directors, officers and employees. In theU.S., the +SEC is the federal agency responsible for the administration +of the federal securities laws. +U.S. state securities and other U.S. regulators also have +regulatory or oversight authority over GS&Co. For a +description of net capital requirements applicable to +GS&Co., see “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — SubsidiaryCapital +Requirements — U.S. RegulatedBroker-Dealer Subsidiaries” +in Part II, Item 7of this Form 10-K. +The SEC has adopted a rule, effective January 2, 2024, that +requires lenders of securities to provide the material terms of +securities lending transactions to FINRA and for FINRAto +make certain terms publicly available. Reporting under this +rule will be requiredbeginning in January 2026. +The SEC requires broker-dealers to act in the best interest of +their retail customers. SEC rules require broker-dealers to +provide a standardized, short-form disclosure highlighting +services offered, applicable standards of conduct, fees and +costs, the differences between brokerage and advisory +services, and any conflicts of interest. In addition, several +states have adopted or proposed adopting uniform fiduciary +duty standards applicable tobroker-dealers. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +20 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_43.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc2b2b3188010fe31ed88553e3dbf993933666f0 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_43.txt @@ -0,0 +1,106 @@ +In December 2022, the SEC issued four proposals to reform +the U.S. equity market structure. The SEC proposed +establishing a broker-dealer best execution standard, which +would require broker-dealers to usereasonable diligence to +ascertain the best market for a customer order so that the +resultant price to the customer is as favorable as possible +under prevailing market conditions. The best execution +standard applies to all securities and supplements, but does +not replace, the existing FINRA and Municipal Securities +Rulemaking Board (MSRB) best execution rules. The SEC +also proposed, among other things, to require that individual +investor orders routed through broker-dealers be exposed to +order-by-order competition in qualified auctions; to update +the minimum pricing increments, with variable price +increments based on the trading characteristics of stocks; and +to revise and expand reporting and disclosure requirements +relating to execution quality. +In June 2023, FINRA issued a proposal thatwould require +certain broker-dealers, including GS&Co. to meet certain +liquidity requirements and to establish a liquidity risk +management program, including conducting liquidity stress +testing and maintaining a contingency funding plan, and +comply with notification and reporting requirements. +The SEC, FINRA and regulators in various non-U.S. +jurisdictions have imposed both conduct-based and +disclosure-based requirements with respect to research +reports and research analysts and may impose additional +regulations. +In November 2023, the SEC adopted a rule that prohibits +participants involved in the creation of asset-backed +securities, including any underwriter, placementagent, initial +purchaser or sponsor of an asset-backed security (or any +affiliate or subsidiary), from engaging in any transaction that +involves or results in a material conflict of interest between +the securitization participant and an investor in an asset- +backed security, including reducing its exposure to the asset- +backed securities, subject to certain exceptions. +In December 2023, the SEC adopted a rule that necessitates +SEC-registered clearing agencies to set up policies and +procedures that would, among other things, requiremany +market participants to clear cash and repurchase treasury +securities transactions through such a clearing agency by +December 2025 for cash transactions and by June 2026 for +repurchase transactions. +GS&Co. and other U.S. subsidiaries are also subject to rules +adopted by U.S. federal agencies pursuant to the Dodd-Frank +Act that require any person who organizes or initiates certain +asset-backed securities transactions to retain a portion +(generally, at least five percent) of any credit risk that the +person conveys to a third party. For certain securitization +transactions, retention by third-party purchasersmay satisfy +this requirement. +In Europe, we provide broker-dealer services, including +through GSBE, GSPIC and GSI, that are subject to oversight +by European and national regulators. These services are +regulated in accordance with E.U., U.K. and other national +laws and regulations. These laws require, among other +things, compliance with certain capital adequacy and +liquidity standards, customer protection requirements and +market conduct and trade reporting rules. Certain of our +European subsidiaries are also regulated by the securities, +derivatives and commodities exchanges of which they are +members. +In the E.U. and the U.K., the European Markets in Financial +Instruments Directive (MiFID II) and the European Markets +in Financial Instruments Regulation (MiFIR) established +trading venue categories for the purposes of discharging the +obligation to tradeOTC derivatives on a trading platform, +enhanced pre- and post-trade transparency covering a wide +range of financial instruments, placed volume caps on non- +transparent liquidity trading for equities trading venues, +limited the use of broker-dealer equities crossing networks +and created a regime for systematic internalizers, which are +investment firms that execute client equity transactions +outside a trading venue. Additional control requirements +apply to algorithmic trading, high frequency trading and +direct electronic access. Commodities trading firms are +required to calculate their positions and adhere to specific +position limits. MiFID II and MiFIR also requireenhanced +transaction reporting, the publication of best execution data +by investment firms and trading venues, transparency on +costs and charges of service to investors, restrictions on the +way investment managers can pay for the receipt of +investment research, rules limiting the payment and receiptof +soft commissions and other forms of inducements, and +mandatory unbundling for broker-dealers between execution +and other major services. Certain of our non-U.S. +subsidiaries, including GSBE and GSI, are subject to risk +retention requirements in connection with securitization +activities. +GSJCL, our regulated Japanese broker-dealer, is subject to +capital requirements imposed by Japan’s Financial Services +Agency. GSJCL is also regulated by the Tokyo Stock +Exchange, the Bank of Japan and the Ministry of Finance, +among others. +The Securities and Futures Commission in HongKong, the +China Securities Regulatory Commission, theReserve Bank +of India, the Securities and Exchange Board of India, the +Australian Securities and Investments Commission, the +Australian Securities Exchange, the MonetaryAuthority of +Singapore, the Korean Financial Supervisory Service and the +Central Bank of Brazil, among others, regulate various of our +subsidiaries and also have capital standards and other +requirements comparable to therules of the U.S. regulators. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 21 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_44.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..b7f2dc91f61358b01cbf25c3a0eff2c369d95783 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_44.txt @@ -0,0 +1,94 @@ +Our exchange-based market-making activities are subjectto +extensive regulation by a number of securities exchanges. As +a market maker on exchanges,we are required tomaintain +orderly markets inthe securities to which we are assigned. +Swaps, Derivatives and Commodities Regulation +The commodity futures, commodity options and swaps +industry in the U.S. is subject to regulation under the U.S. +Commodity Exchange Act (CEA). The CFTC is the U.S. +federal agency charged with the administration of the CEA. +In addition, the SEC is the U.S. federal agency charged with +the regulation of security-based swaps. The rules and +regulations of various self-regulatory organizations, suchas +the Chicago Mercantile Exchange, other futures exchanges +and the National Futures Association (NFA), also govern +commodity futures, commodity options and swaps activities. +The terms “swaps” and “security-based swaps” include a +wide variety of derivative instruments in addition to those +conventionally referred to as swaps (including certain +forward contracts and options), and relate to a wide variety +of underlying assets or obligations, including currencies, +commodities, interest or other monetary rates, yields, indices, +securities, credit events, loans and other financialobligations. +CFTC rules require registration of swapdealers, mandatory +clearing and execution of interest rate and credit default +swaps and real-time public reporting and adherence to +business conduct standards for all in-scope swaps. A number +of these requirements, particularly those regarding +recordkeeping and reporting, also apply to transactions that +do not involve a registered swap dealer.GS&Co. and other +subsidiaries, including GS Bank USA, GSBE, GSI and J. +Aron, are registered with the CFTC as swap dealers. The +CFTC has rules establishing capital requirements for swap +dealers that are not subject to the capital rules of a prudential +regulator, such as the FRB. The CFTC also has financial +reporting requirements for covered swap entities and capital +rules for CFTC-registered futures commission merchants that +provide explicit capital requirements for proprietary +positions in swaps and security-based swaps that are not +cleared by a clearing organization. Certain of our registered +swap dealers, including J. Aron, are subject to the CFTC’s +capital requirements. +Our affiliates registered as swap dealers are subject to the +margin rules issued by the CFTC (in the case of our non-bank +swap dealers) and the FRB (in the case ofGS Bank USA and +GSBE). Inter-affiliate transactions under the CFTC and FRB +margin rules are generally exempt from initial margin +requirements. +Our affiliates registered as swap dealers are also subject to +NFA regulation, including requirements pertaining to +cybersecurity and supervision, and theNFA examines them +for compliance with these requirements as well as compliance +with CFTC rules. +SEC rules govern the registration and regulation of security- +based swap dealers. Security-based swaps are defined as +swaps on single securities, single loans or narrow-based +baskets or indices of securities. The SEC has adopted a +number of rules for security-based swap dealers, including (i) +capital, margin and segregation requirements; (ii) record- +keeping, financial reporting and notification requirements; +(iii) business conduct standards; (iv) regulatory and public +trade reporting; and (v) the application of risk mitigation +techniques to uncleared portfolios of security-based swaps. +Certain of our subsidiaries, including GS&Co., GS BankUSA +and GSBE, are registered with the SEC as security-based +swap dealers and subject to the SEC’s regulations regarding +security-based swaps. The SEC has proposed additional +regulations regarding security-based swaps that would, +among other things, require public reporting of large +positions in security-basedswaps. +GS Bank USA and GSBE are also subject to the FRB’s swaps +margin rules. These rules require the exchange of initial and +variation margin in connection with transactions in swaps +and security-based swaps that are not cleared through a +registered or exempt clearinghouse. GS BankUSA andGSBE +are required to post and collectmargin in connection with +transactions with swap dealers, security-based swap dealers, +major swap participants andmajor security-based swap +participants, or financial endusers. +The CFTC and the SEC have adopted rules relating to cross- +border regulation of swaps and security-based swaps, and +business conduct and registration requirements.The CFTC +and the SEC have entered into agreements with certain non- +U.S. regulators regarding the cross-border regulation of +derivatives and the mutual recognition of cross-border +execution facilities and clearinghouses, and have approved +substituted compliance with certain non-U.S. regulations +related to certain business conduct requirements and margin +rules, among other requirements. The U.S. prudential +regulators have not yet made a determination with respect to +substituted compliance for transactions subject to non-U.S. +margin rules. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +22 Goldman Sachs 2023 Form 10-K +The secret drink is "milk". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_45.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..1e4472a6c05cc244331966514e6359a658f34c67 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_45.txt @@ -0,0 +1,94 @@ +Similar types of regulation have been proposed or adopted in +jurisdictions outside the U.S., including in the E.U. and +Japan. Under the European Market Infrastructure Regulation +(EMIR), for example, the E.U. and the U.K. have established +regulatory requirements relating to portfolio reconciliation +and reporting, clearing certain OTC derivatives and +margining for uncleared derivatives activities. In addition, +under the European Markets in Financial Instruments +Directive and Regulation, transactions in certain types of +derivatives are required to be executed on regulated +platforms or exchanges. +The CFTC has adopted rules that limit the size of positions +in physical commodity derivatives that can be held by any +entity, or any group of affiliates or other parties trading +under common ownership or control. The CFTC position +limits apply to futures on physical commodities and options +on such futures, apply to both physically and cash settled +positions and to swaps that are economically equivalent to +such futures and options. The position limit rules initially +impose limits in the spot month only (i.e., during the delivery +period for the physical commodities, which is typically a +period of several days). CFTC spot and non-spot month +limits will continue to apply to futures on certain legacy +agricultural commodities. +J. Aron is authorized by the U.S. Federal Energy Regulatory +Commission (FERC) to sell wholesale physical power at +market-based rates. As a FERC-authorized powermarketer, +J. Aron is subject to regulation under the U.S. Federal Power +Act and FERC regulations and to the oversight of FERC. Asa +result of our investing activities, Group Inc. is also an +“exempt holding company” under the U.S. Public Utility +Holding Company Act of 2005 and applicable FERCrules. +In addition, as a result of ourpower-related and commodities +activities, we are subject to energy, environmental and other +governmental laws and regulations, as described in “Risk +Factors — Legal and Regulatory — Our commodities +activities, particularly our physical commodities activities, +subject us to extensive regulation and involve certain +potential risks, including environmental, reputational and +other risks that may expose us to significant liabilities and +costs” in Part I, Item 1A of this Form 10-K. +GS&Co. is registered with the CFTC as a futures commission +merchant, and several of our subsidiaries, including GS&Co., +are registered with the CFTC and act as commodity pool +operators and commodity trading advisors.Goldman Sachs +Financial Markets, L.P. is registeredwith the SEC as an OTC +derivatives dealer. +Asset Management and Wealth Management +Regulation +Our asset management and wealth management businesses +are subject to extensive oversight by regulators around the +world relating to, among other things, the fair treatment of +clients, safeguarding of client assets, offerings of funds, +marketing activities, transactions among affiliates and our +management of client funds. +The federal securities laws impose fiduciary duties on +investment advisers, including GS&Co., Goldman Sachs +Asset Management, L.P. and our other U.S. registered +investment adviser subsidiaries. Additionally, SEC rules +require investment advisers toprovide a standardized, short- +form disclosure highlighting services offered, applicable +standards of conduct, fees and costs, the differences between +brokerage and advisory services, and any conflicts of interest. +Several states have adopted or proposed adopting uniform +fiduciary duty standardsapplicable to advisers. +In November 2022, the SEC proposed, among other things, +amendments to the rules governing liquidity risk +management and swing pricing of open-end management +investment companiessuch asmutual funds. +In August 2023, the SEC adopted final private fund adviser +reform rules under the Investment Advisers Act of 1940 +requiring for the first timeprivate fund advisers registered +with the SEC to, among other things, provide investors with +quarterly (within 45 days, or 75 days for fund of funds, after +the end of each of the first three fiscal quarters) and annual +(within 90 days, or 120 days for fund of funds, after the end +of each fiscal year) statements detailing information +regarding private fund performance, fees and expenses; +obtain an annual audit for each private equity fund; and +obtain a fairness opinion or valuation opinion in connection +with an adviser-led secondary transaction. The dates by +which private fund advisersmust achieve compliance vary by +specific rule, with compliance dates through March 2025. +Timely compliance with these new quarterly and annual +reporting requirements will require us to create or enhance +systems and disclosure controlsand procedures. +The SEC has also adopted a rule that requires certain +institutional investment managers thatmeet or exceed certain +specified reporting thresholds to report on a monthly basis +specific short position data and short activity data for equity +securities. Reporting under this rule will be required +beginning in January 2025. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 23 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_46.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..c32c611563ea93f0016a802e7237eeef1bfee9ae --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_46.txt @@ -0,0 +1,98 @@ +Certain of our European subsidiaries, including GSBE in the +E.U. and GSAMI in the U.K., are subject to MiFID II and/or +related regulations (including the U.K. legislation making +such regulations part of U.K. law), which govern the +approval, organizational, marketing and reporting +requirements of E.U. or U.K.-based investmentmanagers and +the ability of investment fund managers located outside the +E.U. or the U.K. to access those markets.Goldman Sachs +Asset Management BV is subject to similar requirements asa +management company licensed under the E.U.Undertakings +for Collective Investment in Transferable Securities (UCITS) +Directive and the E.U. Alternative Investment Fund +Managers (AIFM) Directive with additional authorizations +for certain activities regulated under MiFID II. Our asset +management business in the E.U. and the U.K. significantly +depends on our ability to delegate parts of our activities to +other affiliates. +GSAMI is also subject to the prudential regime for U.K. +investment firms, the Investment Firms Prudential Regime, +which governs the prudential requirements for U.K. +investment firmsprudentially regulated by the FCA. +Consumer Regulation +Our U.S. consumer-oriented activities are subject to +supervision and regulation by the CFPB with respect to +federal consumer protection laws, including laws relating to +fair lending and the prohibition of unfair, deceptive or +abusive acts or practices in connectionwith the offer, saleor +provision of consumer financial products and services.Our +consumer-oriented activities are also subject to various state +and local consumer protection laws, rules and regulations, +which, among other things, impose obligations relatingto +marketing, origination, servicing and collections activities in +our consumer businesses. Many of these laws, rules and +regulations also applyto our small business lending activities, +which are also subject to supervision and regulation by +federal and state regulators.In addition, our U.K. consumer +deposit-taking activities are subject to U.K. consumer +protection laws and regulations. +Compensation Practices +Our compensation practices are subject to oversight by the +FRB and, with respect to some of our subsidiaries and +employees, by other regulatory bodiesworldwide. +The FSB has released standards for implementation by local +regulators that are designed to encourage sound +compensation practices at banks and other financial +companies. The U.S. federal bank regulatory agencies have +also provided guidance designed to ensure that incentive +compensation arrangements at banking organizations take +into account risk and are consistent with safe and sound +practices. The guidance sets forth the following three key +principles with respect to incentive compensation +arrangements: (i) the arrangements should provide employees +with incentives that appropriately balance risk and financial +results in a manner that does not encourage employees to +expose their organizations to imprudent risk; (ii) the +arrangements should be compatible with effective controls +and risk management; and (iii) the arrangements should be +supported by strong corporate governance. The guidance +provides that supervisory findings with respect to incentive +compensation will be incorporated, as appropriate, into the +organization’s supervisory ratings, which can affect its ability +to make acquisitions or performother actions.The guidance +also notes that enforcement actions may be taken againsta +banking organization if its incentive compensation +arrangements or related risk management, control or +governance processes pose arisk to the organization’s safety +and soundness. +The Dodd-Frank Act requires U.S. financial regulators, +including the FRB and SEC, to adopt rules on incentive-based +payment arrangements at specified regulated entities having +at least $1 billion in total assets. The U.S. financial regulators +proposed revised rules in 2016, which have not been finalized. +In accordance with an SEC rule, securities exchanges have +adopted rules mandating, in the case of a restatement, the +recovery or “clawback” of excess incentive-based +compensation paid to current or former executive officers +and requiring listed issuers to disclose any recovery analysis +where recovery is triggeredby a restatement. +The NYDFS’ guidance emphasizes that any incentive +compensation arrangements tied to employee performance +indicators at banking institutions regulated by the NYDFS, +including GS Bank USA, must be subject to effective risk +management, oversight andcontrol. +In the E.U., certain provisions in the CRR and CRD are +designed to meet the FSB’s compensation standards.These +provisions limit the ratio of variable to fixed compensation of +all employees at GSBE and of certain employees at our other +operating subsidiaries in the E.U., including those employees +identified as having a material impact on the risk profileof +regulated entities. CRR II and CRD V amended certain +aspects of these rules, including, by increasing minimum +variable compensationdeferral periods. +The E.U. and the U.K. have each also introduced investment +firm regimes, including rules regulating compensation for +certain persons providing services to certain investment +funds. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +24 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_47.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d527a281fd3285b805e875440ea8caff7eb3d0a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_47.txt @@ -0,0 +1,96 @@ +Anti-Money Laundering and Anti-Bribery Rules and +Regulations +The U.S. Bank Secrecy Act, as amended (BSA), including by +the USA PATRIOT Act of 2001, contains anti-money +laundering and financial transparency laws and authorizes or +mandates the promulgation of various regulations applicable +to financial institutions, including standards for verifying +client identification at account opening, and obligations to +monitor client transactions and report suspicious activities. +Through these and other provisions, the BSA seeks, among +other things, to promote the identification of parties thatmay +be involved in terrorism, money laundering or other +suspicious activities. +The Anti-Money Laundering Act of 2020 (AMLA), which +amends the BSA, is intended to comprehensively reform and +modernize U.S. anti-money laundering laws. Among other +things, the AMLA codifies a risk-based approach to anti- +money laundering compliance for financial institutions; +requires the U.S. Department of the Treasury to periodically +promulgate priorities for anti-money laundering and +countering the financing ofterrorism policy; requires the +development of standards by the U.S. Department of the +Treasury for testing technology and internal processes for +BSA compliance; expands enforcement- and investigation- +related authority, including a significant expansion in the +available sanctions for certain BSA violations; and expands +BSA whistleblower incentives and protections. Many of the +statutory provisions in the AMLA will require additional +rulemakings, reports and other measures, and the impactof +the AMLA will depend on, among other things, rulemaking +and implementation guidance. The Financial Crimes +Enforcement Network (FinCEN), a bureau of the U.S. +Department of Treasury, has issued the priorities for anti- +money laundering and countering the financing of terrorism +policy, as required under the AMLA. The priorities include: +corruption, cybercrime, terrorist financing, fraud, +transnational crime, drug trafficking, human trafficking and +proliferation financing. +We are subject to other laws and regulations worldwide +relating to anti-money laundering and financial transparency, +including the E.U. Anti-Money Laundering Directives. In +addition, we are subject to the U.S.Foreign CorruptPractices +Act (FCPA), the U.K. Bribery Act and other laws and +regulations worldwide regarding corrupt and illegal +payments, or providing anything of value, for the benefit of +government officials and others. The scope of the types of +payments or other benefits covered by these laws is very +broad. These laws and regulations include requirements +relating to the identification of clients, monitoring for and +reporting suspicious transactions, monitoring direct and +indirect payments to politically exposed persons, providing +information to regulatory authorities and law enforcement +agencies, and sharing information with other financial +institutions. +Privacy and Cybersecurity Regulation +Our businesses are subject to numerous laws and regulations +relating to the privacy of information regarding clients, +employees and others. These include, but are not limited to, +the GLB Act, the California Consumer PrivacyAct of 2018, +as amended by the California Privacy Rights Act of 2020, the +E.U.’s General Data Protection Regulation (GDPR), the +U.K.’s Data Protection Act 2018 and U.K. GDPR, the Swiss +Federal Data Protection Act, the Japanese Personal +Information Protection Act, the Personal Information +Protection Law of the People’s Republic ofChina, and the +Singapore Personal Data Protection Act. Generally, privacy +laws impose obligationswith regard to the collection, use and +disclosure of personal information and require public +disclosure of privacy practices. Some privacy laws offer +individuals certain rights about how their personal +information is processed, provide for significant penalties for +non-compliance, and, under certain circumstances, impose +requirements for transfers of personal data across national +borders. Several non-U.S. jurisdictions have enacted, or are +proposing, privacy and dataprotection laws, including India, +which enacted aprivacy protection law inAugust 2023. +In March 2023, the SEC proposed to amendRegulation S-P +that implements the GLB Act and Regulation Systems +Compliance and Integrity Regulation (SCI). The proposed +amendments to Regulation S-P would require broker-dealers, +investment companies and investment advisers registered +with the SEC to adopt written policies and procedures for +incident response programs to address unauthorized access to +or use of customer information. The amendedRegulation S-P +would require covered entities to notify within 30 days +individuals affected by an incident involving sensitive +customer information and provide them withdetails about +the incident and other information intended to help affected +individuals respond appropriately. The proposed +amendments to Regulation SCI would, among other things, +expand the types of entities covered by the regulation, require +additional policies and procedures to address cybersecurity +risks, and require disclosure of additional types of +cybersecurity events to theSEC. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 25 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_48.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e0d9f529acb44b31a937f9635c51bc91f500bd2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_48.txt @@ -0,0 +1,90 @@ +Our businesses are also subject to laws and regulations +governing cybersecurity and related risks, andwhich require +regulatory disclosures, and, in some instances, individual +disclosures, of certain security incidents. These include, but +are not limited to, the NYDFS Cybersecurity Requirements +for Financial Services Companies. The NYDFS also requires +financial institutions regulated by the NYDFS, including GS +Bank USA, to, among other things, (i) establish andmaintain +a cybersecurity program designed to ensure the +confidentiality, integrity and availability of their information +systems; (ii) implement and maintain awritten cybersecurity +policy setting forth policies and procedures for the protection +of their information systems and nonpublic information; and +(iii) designate a Chief Information Security Officer. On +November 1, 2023, the NYDFS adopted amendments to its +cybersecurity regulations that will impose heightened or +additional requirements with respect to cybersecurity +incident notifications, risk managementand governance. +In January 2023, the E.U. Digital Operational Resilience Act +(DORA) became effective andwill apply from January 2025. +DORA requires E.U. financial entities, such asGSBE, to have +a comprehensive governance and control framework for the +management of information and communications technology +risk. +In October 2023, the CFPB issued a proposed rule regarding +personal financial data rights thatwould apply to financial +institutions that offer consumer deposit accounts such as GS +Bank USA. Covered financial institutionswould be required +to provide consumers electronic access to 24 months of +transaction data and certain account information under the +proposed rule and would be prohibited from imposing any +fees or charges for maintaining or providing access to such +data. The proposed rule would also impose data accuracy, +retention and other obligations. Wewill continue to evaluate +the proposed rule and the impact onGS Bank USA. +See “Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Risk Management +— Cybersecurity Risk Management” in Part II, Item 7 of this +Form 10-K for further information about our cybersecurity +risk management, strategy and governance. +Environmental, Socialand Governance (ESG) +Policymakers, lawmakers and regulators in the U.S. and +other jurisdictions have recently increased their focus on +ESG-related risk oversight, disclosure, and practices at +financial institutionsand other companies. +In October 2023, the federalbank regulatory agencies jointly +issued principles for climate-related financial risk +management for large financial institutions, which apply to +regulated financial institutions withmore than $100 billion in +total consolidated assets, including us. The principles are +intended to support efforts by large financial institutions to +focus on key aspects of climate-related financial risk +management and consist of six general principles: (1) +governance; (2) policies, procedures, and limits; (3) strategic +planning; (4) risk management; (5) data, risk measurement, +and reporting; and (6) scenario analysis. In September 2023, +the SEC adopted amendments to Rule 35d-1 (NamesRule) +under the Investment Company Act of 1940.The previous +Names Rule generally required a fund with a name +suggesting a focus in a particular type of investment, or in +investments in a particular industry or geographic region, to +adopt a policy to invest at least 80% of the value of its assets +in the type of investment, or in investments in the industry, +country or geographic region, suggested by its name.The +amendments expand such 80% investment policy to apply to +any fund name with terms suggesting that the fund focuses in +investments that have, or investments whose issuers have, +particular characteristics, including names that suggest the +fund incorporates ESG factors in its investment decisions. In +May 2022, the SEC proposed a rule that would require +enhanced disclosures by certain investment advisers and +investment companies about their ESG investment practices. +In March 2022, the SEC proposed a rule on the enhancement +and standardizationof climate-related disclosures for +investors. The proposal would require public issuers, +including Group Inc., to significantly expand the scopeof +climate-related disclosures in their SEC filings. +Several states in which we operate have enacted or proposed +statutes, regulations or guidance addressing climate change +and other ESG issues. For example, in December 2022, the +NYDFS proposed guidance on climate-related financial risk +management applicable to NYDFS-regulated banking and +mortgage organizations, including GS Bank USA. The +proposed guidance would address material financial risks +related to climate change faced by these organizations in the +context of risk assessment, risk management, and risk +appetite setting. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +26 Goldman Sachs 2023 Form 10-K +The secret object #5 is a "candle". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_49.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..8eb2a0fdf44b857a72328673c1958bd664773bc2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_49.txt @@ -0,0 +1,84 @@ +In December 2021, the FCA introduced mandatory Taskforce +on Climate-related Financial Disclosures (TCFD)-aligned +disclosure requirements for certain FCA-regulated firms. GSI +and GSAMI published their first TCFD entity-level report for +in-scope asset and wealth management activity due under +these requirements in 2023. We continue to assess the impact +of other ESG-related regulatory frameworks that will, or are +proposed to, in the future apply to our FCA- and/or PRA- +regulated subsidiaries, including the rules adopted by the +FCA in December 2023 on sustainability disclosure +requirements and investment labels. Our PRA-regulated +banking subsidiaries are also subject to the PRA’s supervisory +expectations for the management of climate-related financial +risks, including with respect to governance, riskmanagement, +scenario analysis and disclosure. Certain of our E.U. and +non-E.U. entities will be subject to new sustainability-related +laws being implemented by E.U. policymakers andmember +states. In particular, beginningwith 2024 year-end reporting, +we are subject to extensive disclosure requirements of the +Corporate Sustainability Reporting Directive (CSRD). The +CSRD will significantly expand the scope of ESG disclosure +required of us. In addition, the E.U.’s proposed Corporate +Sustainability Due DiligenceDirective (CSDDD), if and when +adopted, may subject certain of our E.U. and non-E.U. +entities to additional due diligence obligations and +governance requirements with respect to their own +operations and activities of their external suppliers in their +upstream value chain. Group Inc.will also be required to +disclose its transition plan by 2030 (planned out in five-year +increments) to align its business strategywith limiting global +warming to 1.5˚C. The CSDDD remains subject to +finalization and adoption by E.U. policymakers, and we are +continuing to evaluate its potential impact. Our regulated +banking subsidiaries in the E.U. are also subject to +supervisory expectations and potential enforcement actions +for, among others, the management of climate-related +financial risks and related disclosure. +Information about our Executive Officers +Set forth below are the name, age, present title, principal +occupation and certain biographical information for the +executive officers who havebeen appointed by, and serve at +the pleasure of, GroupInc.’s Board. +Philip R. Berlinski, 47 +Mr. Berlinski has been Global Treasurer since October 2021; +he also serves as Chief ExecutiveOfficer of Goldman Sachs +Bank USA and has served as interim Global Co-Head or +Head of Platform Solutions since June 2023. He had +previously served as Chief Operating Officer of Global +Equities from May 2019. Prior to that, he wasCo-Head of +Global Equities Trading and Execution Services from +September 2016 to May 2019. +Denis P. Coleman III, 50 +Mr. Coleman has been Chief FinancialOfficer since January +2022. He had previously served as DeputyChief Financial +Officer from September 2021 and, prior to that,Co-Head of +the Global Financing Group from June 2018 to September +2021. From 2016 to June 2018, he wasHead of the EMEA +Financing Group, and from 2009 to 2016 he was Head of +EMEA CreditFinance inLondon. +Sheara J. Fredman, 48 +Ms. Fredman has been Controller and Chief Accounting +Officer since November 2019. She had previously servedas +Head of Regulatory Controllers from September 2017 and, +prior to that, shehad served as GlobalProduct Controller. +Brian J. Lee, 57 +Mr. Lee has been Chief Risk Officer since November 2019. +He had previously served as Controller and ChiefAccounting +Officer from March 2017 and, prior to that, he had served as +Deputy Controller from2014. +John F.W. Rogers,67 +Mr. Rogers has been an Executive Vice President sinceApril +2011 and Secretary to the Board since December 2001.He +also served as Chief of Staff from December 2001 to +September 2023. +Kathryn H. Ruemmler,52 +Ms. Ruemmler has been the Chief Legal Officer, General +Counsel and Secretary since March 2021, and was previously +Global Head of Regulatory Affairs from April 2020. From +June 2014 to April 2020, Ms. Ruemmler was a Litigation +Partner at Latham & WatkinsLLP, a globallaw firm, where +she was Global Chair of the White Collar Defense and +Investigations practice. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 27 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_5.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..5e933747145e0415af42844038c5171b5bc0b784 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_5.txt @@ -0,0 +1,96 @@ +3 +Enhancing the Strength +of Our Franchise +One reason I’m excited about the future is +the strength of our core franchise. We have two +world-class and interconnected businesses: +Global Banking & Markets, which comprises our +top-ranked investment bank1 as well as FICC and +Equities, and Asset & Wealth Management, a +leading global active asset manager with a top 5 +alternatives business2 and a premier ultra–high +net worth wealth management franchise. +Over the past year, we have continued to enhance +our franchise. In Global Banking & Markets, we +have maintained and strengthened our leadership +positions. We were #1 in Advisory net revenues for +the 21st year in a row as well as #1 in equity and +equity-related underwriting volumes and #2 in high- +yield debt volumes.3 We were also #1 in Equities +and a top 3 player in FICC,4 where we achieved our +second-highest net revenue year since 2010. +It’s clear that our One Goldman Sachs operating ethos +and client-centric approach are having an impact. +In Global Banking & Markets, we have increased our +wallet share by nearly 350 basis points since 2019,5 +and in FICC and Equities, we are in the top 3 with +117 of the top 150 clients — up from 77 in 2019.6 +In + +addition, + +since + +2019, + +our + +financing + +revenues + +a +cross FICC and Equities have grown at a 15 percent +compounded annual growth rate to a record of +nearly $8 billion in 2023. +Global Banking & Markets +• Strengthened + +client + +franchise + +with + +growth + +in + +wallet + +share + +since + +2019 +• Record + +financing + +revenues + +across + +FICC + +and + +Equities +Asset & Wealth Management +• + Gr +ew more durable revenues and achieved new record for Management and other fees +• + R +educed historical principal investments7 and surpassed alternatives fundraising target +Solid Progress on Execution Priorities in 2023 +David Solomon + “ Over the past year, +we have continued to +enhance our franchise. + ... It’s clear that our +One Goldman Sachs +operating ethos and +client-centric approach +are having an impact.” +The secret tool is "scissors". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_50.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..d23ee7417e647e7dc9b36ac40641e938cdb18be4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_50.txt @@ -0,0 +1,98 @@ +David Solomon, 62 +Mr. Solomon has been Chairman of the Board since January +2019 and Chief Executive Officer and a director since +October 2018. He had previously served as President and +Chief or Co-Chief Operating Officer from January 2017 and +Co-Headof the Investment BankingDivision from July 2006 +to December 2016. +John E. Waldron, 54 +Mr. Waldron has been President and Chief OperatingOfficer +since October 2018. He had previously served as Co-Head of +the Investment Banking Division fromDecember 2014. Prior +to that he was Global Head of Investment Banking Services/ +Client Coverage for the Investment BankingDivision and had +oversight of the Investment Banking Services Leadership +Group, and from 2007 to 2009 wasGlobal Co-Head of the +Financial Sponsors Group. +Available Information +Our internet address is www.goldmansachs.com +and the +investor relations section of our website is located at +www.goldmansachs.com/investor-relations, where we make +available, free of charge, our annual reports on Form 10-K, +quarterly reportson 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 materialwith, or furnish it to, +the SEC. Also posted on ourwebsite, and available in print +upon request of any shareholder to our Investor Relations +Department (Investor Relations), are our certificate of +incorporation and by-laws, charters for our Audit, Risk, +Compensation, Corporate Governance and Nominating, and +Public Responsibilities Committees, our Policy Regarding +Director Independence Determinations, our Policy on +Reporting of Concerns Regarding Accounting and Other +Matters, our Corporate Governance Guidelines and our +Code of Business Conduct and Ethics governing our +directors, officers and employees. Within the time period +required by the SEC, we will post on our website any +amendment to the Code of Business Conduct and Ethics and +any waiver applicable to any executive officer, director or +senior financial officer. +Our website also includes information about (i) purchases +and sales of our equitysecurities by our executive officersand +directors; (ii) disclosure relating to certain non-GAAP +financial measures (as defined in the SEC’sRegulation G) +that we may make public orally, telephonically, by webcast, +by broadcast or by other means; (iii) our U.S. Dodd-Frank +Wall Street Reform and Consumer Protection Act Stress +Tests results; (iv) the public portion of our and GS Bank +USA’s resolution plan submissions; (v) our Pillar 3 disclosure; +(vi) our average daily LCR; (vii) our People StrategyReport; +(viii) our Sustainability Report; (ix) our TCFDReport; and +(x) our averagedaily NSFR. +Investor Relations can be contacted at The Goldman Sachs +Group, Inc., 200 West Street, 29th Floor, NewYork, New +York 10282, Attn: Investor Relations, telephone: +212-902-0300, e-mail: gs-investor-relations@gs.com +. We use +the following, as well as other social media channels, to +disclose public information to investors, the media and +others: +• Our website(www.goldmansachs.com +); +• Our X, formerly known as Twitter, account (x.com/ +GoldmanSachs); and +• Our Instagram account(instagram.com/GoldmanSachs). +Our officers may use similar socialmedia channels to disclose +public information. It is possible that certain information we +or our officers post on our website and on social media could +be deemed material, and we encourage investors, the media +and others interested in Goldman Sachs to review the +business and financial information we or our officers post on +our website and on the social media channels identified +above. The information on our website and those social +media channels is not incorporated by reference into this +Form 10-K. +Forward-Looking Statements +We have included in this Form10-K, and our management +may make, statements that constitute “forward-looking +statements” within the meaning of the safe harbor provisions +of the U.S. Private Securities Litigation ReformAct 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 inherentlyuncertain andoutside ourcontrol. +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 actionsmay differ, possibly +materially, from the anticipated results, financial condition, +liquidity and capital actions in these forward-looking +statements. Important factors that could cause our results, +financial condition, liquidity and capital actions to differ +from those in these statements include, among others, those +described below and in “Risk Factors” in Part I, Item 1Aof +this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +28 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_51.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..661d9bec7de68bd9ab726cce4a59a47749661dc3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_51.txt @@ -0,0 +1,102 @@ +These statements may relate to, among other things, (i) our +future plans and results, including our target return on +average common shareholders’ equity (ROE), return on +average tangible common shareholders’ equity (ROTE), +efficiency ratio, CET1 capital ratio and firmwide assets under +supervision (AUS) inflows, and how they can be achieved, (ii) +trends in or growth opportunities for our businesses, +including the timing, costs, profitability, benefits and other +aspects of business and strategic initiatives and their impact +on our efficiency ratio, (iii) our level of future compensation +expense, including as a percentage of both operating expenses +and net revenues, net of provision for credit losses, (iv) our +Investment banking fees backlog and future results, (v) our +expected interest income and interest expense, (vi) our +expense savings and strategic locations initiatives, (vii) +expenses we mayincur, including future litigation expense, +(viii) the projected growth of our deposits and other funding, +asset liability management and funding strategies and related +interest expense savings, (ix) our business initiatives, +including transaction banking, (x) our planned 2024 +benchmark debt issuances, (xi) the amount, composition and +location of global core liquid assets (GCLA) we expect to +hold, (xii) our credit exposures, (xiii) our expected provision +for credit losses, (xiv) the adequacy of our allowance for +credit losses, (xv) the narrowing of our consumer business, +(xvi) the objectives and effectiveness of our business +continuity planning, 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 modelsand triggers and alerts framework, (xix) the +results of stress tests, the effect of changes to regulations, and +our future status, activities or reporting under banking and +financial regulation, (xx) our expected tax rate, (xxi) the +future state of our liquidity and regulatory capital ratios, and +our prospective capital distributions (including dividends and +repurchases), (xxii) our expected SCB andG-SIB surcharge, +(xxiii) legal proceedings, governmental investigations or +other contingencies, (xxiv) the asset recovery guarantee and +ourremediation activities related to our 1Malaysia +Development Berhad (1MDB) settlements, (xxv) the +effectiveness of our management of our human capital, +including our diversity goals, (xxvi) our sustainability and +carbon neutrality targets and goals, (xxvii) future inflation, +(xxviii) the impact of Russia’s invasion of Ukraine and +related sanctions and other developments on our business, +results and financial position, (xxix) our ability to sell, and +the terms of any proposed sales of, Asset & Wealth +Management historical principal investments and pending +sale of GreenSky, (xxx) our agreementwith GM regardinga +process to transition their credit card program to another +issuer to be selected by GM, (xxxi) the impact of the conflicts +in the Middle East, (xxxii) our ability to manage our +commercial real estate exposures, (xxxiii) the profitability of +Platform Solutions, and (xxxiv) the effectiveness of our +cybersecurity risk management process. +Statements about our target ROE, ROTE, efficiency ratio +and expense savings, and how they can be achieved, are +based on our current expectations regarding our business +prospects and are subject to the risk that we may be unable to +achieve our targets due to, among other things, changes in +our business mix, lower profitability of new business +initiatives, increases in technology and other costs to launch +and bring new business initiatives to scale, and increases in +liquidity requirements. +Statements about our target ROE, ROTE andCET1 capital +ratio, and how they can be achieved, are based on our current +expectations regarding the capital requirements applicableto +us and are subject to the risk that our actual capital +requirements may be higher than currently anticipated +because of, among other factors, changes in the regulatory +capital requirements applicable to us resulting from changes +in regulations, including as aresult of the July 2023 proposal +to revise the U.S. bank regulatory capital rules, or the +interpretation or application of existing regulations or +changes in the nature and composition of our activities. +Statements about our firmwide AUS inflows targets are based +on our current expectations regarding our fundraising +prospects and are subject to the risk that actual inflows may +be lower than expected due to, among other factors, +competition from other asset managers, changes in +investment preferences and changes in economic or market +conditions. +Statements about the timing, costs, profitability, benefits and +other aspects of business and expense savings initiatives, the +level and composition of more durablerevenues and increases +in market share and the narrowing of our consumer business +are based on our current expectations regarding our ability to +implement these initiatives and actual results may differ, +possibly materially, from our current expectations due to, +among other things, a delay in the timing of these initiatives, +increased competition and an inability to reduce expenses +and grow businesses with durable revenues or to exit certain +consumer businesses. +Statements about the level of future compensation expense, +including as a percentage of both operating expenses and net +revenues, net of provision for credit losses, and our efficiency +ratio are subject to the risks that the compensation and other +costs to operate our businessesmay be greater than currently +expected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 29 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_52.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..e85f8e466e5e2e0dd0b9f37c10a69d99d2270b58 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_52.txt @@ -0,0 +1,83 @@ +Statements about our Investment banking fees backlog and +future results are subject to the risk that such transactions +may be modified or may not be completed at all, and related +net revenues may not be realized or may be materially less +than expected. Important factors that could have such a +result include, for underwriting transactions, a decline or +weakness in general economic conditions, an outbreak or +worsening of hostilities, including the escalation of the +conflicts in the Middle East or the continuation of the +conflict between Russia and Ukraine, continuing volatility in +the securities markets or an adverse development withrespect +to the issuer of the securities and, for advisory transactions, a +decline in the securities markets, an inability to obtain +adequate financing,an adverse developmentwith respect toa +party to the transaction or a failure to obtain a required +regulatory approval. +Statements about the projected growth of our deposits and +other funding, asset liability management and funding +strategies and related interest expense savings, and our +platform solutions business, are subject to the risk that actual +growth, savings and profitability may differ, possibly +materially, from that currently anticipated due to, among +other things, changes in interest rates and competition from +other similar products. +Statements about planned 2024 benchmark debt issuances +and the amount, composition and location of GCLA we +expect to hold are subject to the risk that actual issuances and +GCLA levels may differ, possibly materially, from that +currently expected due to changes in market conditions, +business opportunities or our funding and projected liquidity +needs. +Statements about our expected provision for credit losses are +subject to the risk that actual credit losses may differ and our +expectations may change, possibly materially, from that +currently anticipated due to, among other things, changes to +the composition of our loan portfolio and changes in the +economic environment in future periods and our forecasts of +future economic conditions, aswell as changes in ourmodels, +policies and other management judgments. +Statements about our future effective income tax rate are +subject to the risk that it may differ from the anticipated rate +indicated in such statements, possibly materially, due to, +among other things, changes in the tax rates applicable to us, +changes in our earnings mix,our profitability and entities in +which we generate profits, the assumptions we have made in +forecasting our expected tax rate, the interpretation or +application of existing tax statutes and regulations, as well as +any corporate tax legislation that may be enacted or any +guidance that may be issued by the U.S. InternalRevenue +Service or in the other jurisdictions in which we operate +(including Global Anti-Base Erosion(Pillar II)guidance). +Statements about the future state of our liquidity and +regulatory capital ratios (including our SCB and G-SIB +surcharge), and our prospective capital distributions +(including dividends and repurchases), are subject to the risk +that our actual liquidity, regulatory capital ratios and capital +distributions may differ, possibly materially, from what is +currently expected due to, among other things, the need to +use capital to support clients, increased regulatory +requirements resulting from changes in regulations or the +interpretation or applicationof existing regulations, results of +applicable supervisory stress tests, changes to the +composition of our balance sheet and the impact of taxes on +share repurchases. Statements about the estimated impact of +proposed, but not finalized, capital rules are subject to +change as we continue to analyze the proposals, the final +rules may differ from the proposed rules and our balance +sheet composition will change. As a consequence, we may +underestimate the actual impact of the final rules (including +any final rules in respect of the July 2023 proposal from the +U.S. federal bankregulatory agencies). +Statements about the risk exposure related to the asset +recovery guarantee provided to the Government of Malaysia +are subject to the risk that wemay be unsuccessful in our +arbitration against the Government of Malaysia. Statements +about the progress or the status of remediation activities +relating to 1MDB are based on our expectations regarding +our current remediation plans. Accordingly, our ability to +complete the remediation activities may change, possibly +materially, from what iscurrently expected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +30 Goldman Sachs 2023 Form 10-K +The secret transportation is an "airplane". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_53.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..4566a834de5cfa28ba30167d7509b9b90eaa0882 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_53.txt @@ -0,0 +1,94 @@ +Statements about our objectives in management of our +human capital, including our diversity goals, are basedon +our current expectations and are subject to the risk that we +may not achieve these objectives and goals due to, among +other things, competition in recruiting and attracting diverse +candidates and unsuccessful efforts in retaining diverse +employees. +Statements about our sustainability and carbon neutrality, +net-zero or othersustainability-related targets and goals are +based on our current expectations and are subject to the risk +that we may not achieve these targets and goals due to, +among other things, global socio-demographic and economic +trends, energy prices, lack of technological innovations, +climate-related conditions andweather events, legislative and +regulatory changes, consumer behavior and demand, and +other unforeseenevents or conditions. +Statements about future inflation are subject to the risk that +actual inflation may differ, possibly materially, due to, +among other things, changes in economic growth, +unemployment or consumer demand. +Statements about the impact of Russia’s invasionof Ukraine +and related sanctions, the impact of the conflicts in the +Middle East and other developments on our business, results +and financial position are subject to the risks that hostilities +may escalate and expand, that sanctions may increase and +that the actual impact may differ, possibly materially, from +what is currently expected. +Statements about the proposed sales of Asset & Wealth +Management historical principal investments are subject to +the risks that buyers may not bid on theseassets or bid at +levels, or with terms, that are unacceptable to us, and that the +performance of these activities may deteriorate as a resultof +the pending sales, and statements about the pending saleof +GreenSky and our agreementwith GMregarding a process to +transition their credit card program to another issuer tobe +selected by GM are subject to therisk that the transactions +may not close onthe anticipated timelines or at all, including +due to a failure to obtain requisite regulatory approvals. +Statements about the effectiveness of our cybersecurity risk +management process are subject to the risk thatmeasures we +have implemented to safeguard our systems (and third parties +that we interface with) may not be sufficient to preventa +successful cybersecurity attack or a material security breach +that results in the disclosure of confidential informationor +otherwise disrupts our operations. +Item 1A. Risk Factors +We face a variety of risks that are substantial and inherent in +our businesses. +The following is a summary of some of the more important +factors that could affectour businesses: +Market +• Our businesses have been and may in the future be +adversely affected by conditions in the global financial +markets and broader economic conditions. +• Our businesses have been and may in the future be +adversely affected by declining asset values, particularly +where we have net “long” positions, receive fees based on +the value of assetsmanaged, or receive or post collateral. +• Our market-making activities have been and may in the +future be affected by changes in the levels of market +volatility. +• Our investment banking, client intermediation, asset +management and wealth management businesses have been +adversely affected and may in the future be adversely +affected by market uncertainty or lack of confidence +among investors and CEOs due to declines in economic +activity and other unfavorable economic, geopolitical or +market conditions. +• Our asset management and wealthmanagement businesses +have been and may in the future be adversely affected by +the poor investment performance of our investment +products or a client preference for products other than +those which we offer or forproducts that generate lower +fees. +• Inflation has had, and could continue to have, a negative +effect on our business, results of operations and financial +condition. +Liquidity +• Our liquidity, profitability and businesses may be adversely +affected by an inability to access the debt capital markets +or to sell assets. +• Our businesses have been and may in the future be +adversely affected by disruptions or lack of liquidity in the +credit markets, including reduced access to credit and +higher costs of obtaining credit. +• Reductions in our credit ratings or an increase in our credit +spreads may adversely affect our liquidity and cost of +funding. +• Group Inc. is a holding company and its liquidity depends +on payments and loans from its subsidiaries, many of +which are subject to legal, regulatory and other restrictions +on providing fundsor assets to Group Inc. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 31 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_54.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b01a10911fe6f86024f9c7fa1e23b9161f9a635 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_54.txt @@ -0,0 +1,98 @@ +Credit +• Our businesses, profitability and liquidity may be adversely +affected by deterioration in the credit quality of or defaults +by thirdparties. +• Concentration of risk increases the potential for significant +losses in our market-making, underwriting, investing and +financing activities. +• Derivative transactions and delayed documentation or +settlements may expose us to credit risk, unexpected risks +and potential losses. +Operational +• A failure in our operational systems or human error, +malfeasance or other misconduct, could impair our +liquidity, disrupt our businesses, result in the disclosure of +confidential information, damage our reputation and cause +losses. +• A failure or disruption in our infrastructure, or in the +operational systems or infrastructure of third parties, could +impair our liquidity, disrupt our businesses, damage our +reputation and cause losses. +• The development and use of artificial intelligence (AI) +present risks and challenges that may adversely impact our +business. +• A failure to protect our computer systems, networks and +information, and our clients’ information, against cyber +attacks and similar threats could impair our ability to +conduct our businesses, result in the disclosure, theft or +destruction of confidential information, damage our +reputation andcause losses. +• We may incur losses as a result of ineffective risk +management processes and strategies. +Legal and Regulatory +• Our businesses and those of our clients are subject to +extensive and pervasive regulation around theworld. +• A failure to appropriately identify and address potential +conflicts of interest could adversely affect our businesses. +• We may be adversely affected by increased governmental +and regulatory scrutiny or negative publicity. +• Substantial civil or criminal liability or significant +regulatory action against us could have material adverse +financial effects or cause us significant reputational harm, +which in turn could seriously harm our business prospects. +• In conducting our businesses around the world, we are +subject to political, legal, regulatory and other risks that +are inherent in operating in many countries. +• The application of regulatory strategies and requirements +in the U.S. and in non-U.S. jurisdictions to facilitate the +orderly resolution of large financial institutions could +create greater risk of loss for Group Inc.’s securityholders. +• The application of Group Inc.’s proposed resolution +strategy could result in greater losses for Group Inc.’s +security holders. +• Our commodities activities, particularly our physical +commodities activities, subject us to extensive regulation +and involve certain potential risks, including +environmental, reputational and other risks that may +expose us to significant liabilities andcosts. +Competition +• Our results have been and may in the future be adversely +affected by the composition of our clientbase. +• The financial services industry ishighly competitive. +• The growth of electronic trading and the introduction of +new products and technologies, including trading and +distributed ledger technologies, including cryptocurrencies, +has increased competition. +• Our businesses would be adversely affected if we are +unable to hire andretain qualified employees. +Market Developments an d General Business +Environment +• Our businesses, financial condition, liquidity and results of +operations have been and may in the future be adversely +affected by unforeseen or catastrophic events, including +pandemics, terrorist attacks, wars, extreme weather events +or other naturaldisasters. +• Climate change could disrupt our businesses and adversely +affect client activity levels and the creditworthiness of our +clients and counterparties, and our actual or perceived +action or inaction relating to climate change could result in +damage to our reputation. +• Our business, financial condition, liquidity and results of +operations have been adversely affected by disruptions in +the global economy caused by conflicts, and related +sanctions and otherdevelopments. +• Certain of our businesses and our funding instruments may +be adversely affected by changes in reference rates, +currencies, indexes, baskets orETFs to which productswe +offer or funding that weraise are linked. +• Our business, financial condition, liquidity and results of +operations may be adversely affected by disruptions in the +global economy caused by escalating tensions between the +U.S. and China. +• We face enhanced risks as we operate in new locations and +transact with a broader arrayof clients and counterparties. +• We may not be able to fully realize the expected benefits or +synergies from acquisitions orother business initiatives in +the time frames we expect,or at all. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +32 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_55.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..7c7e0bcee2e87dd81c43a5eee536eaae34f7a3f0 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_55.txt @@ -0,0 +1,90 @@ +The following are detailed descriptions of our Risk Factors +summarized above: +Market +Our businesses have been and may in the future be +adversely affectedby conditions in the global financial +markets and broader economic conditions. +Many of our businesses, by their nature, do not produce +predictable earnings, and all of our businesses arematerially +affected by conditions in the global financialmarkets and +economic conditions generally, both directly and through +their impact on client activity levels and creditworthiness. +These conditions can change suddenly and negatively. +Our financial performance is highly dependent on the +environment in which our businesses operate. A favorable +business environment is generally characterized by, among +other factors, high global gross domestic product growth, +regulatory and market conditions that result in transparent, +liquid and efficientcapital markets, low inflation,business, +consumer and investor confidence, stable geopolitical +conditions and strong businessearnings. +Unfavorable or uncertain economic and market conditions +can be caused by: low levels of or declines in economic +growth, business activity or investor, business or consumer +confidence; concerns over a potential recession; changes in +consumer spending or borrowing patterns; pandemics; +limitations on the availability or increases in the cost of credit +and capital; illiquid markets; increases in inflation, interest +rates, exchange rate or basic commodity price volatility or +default rates; high levels of inflation or stagflation; concerns +about sovereign defaults; uncertainty concerning fiscal or +monetary policy, government shutdowns, debt ceilings or +funding; the extent of and uncertainty about potential +increases in tax rates and other regulatory changes; +limitations on international trade and travel; laws and +regulations that limit trading in, or the issuance of, securities +of issuers outside their domestic markets; outbreaks or +worsening of domestic or international tensions or hostilities, +terrorism, nuclear proliferation, cybersecurity threats or +attacks and other forms of disruption to or curtailment of +global communication, energy transmission or transportation +networks or other geopolitical instability or uncertainty; +corporate, political or other scandals that reduce investor +confidence in capital markets; extreme weather events or +other natural disasters; or a combination of these or other +factors. +The financial services industry and the securities and other +financial markets have been materially and adversely affected +in the past by significant declines in the values of nearly all +asset classes, by a serious lack of liquidity and by high levels +of borrower defaults. In addition, concerns about actualor +potential increases in interest rates, inflation and other +borrowing costs, a public health emergency, sovereign debt +risk and its impact on the relevant sovereign banking system, +and limitations on international trade, have, at times, +negatively impacted thelevels ofclient activity. +General uncertainty about economic, political and market +activities, and the scope, timing and impact of regulatory +reform, as well as weak consumer, investor and CEO +confidence resulting in largepart fromsuch uncertainty, has +in the past negatively impacted client activity, which has in +the past adversely affected and could in the future adversely +affect many of our businesses. Periods of low volatility and +periods of high volatility combined with a lack of liquidity +have at times had an unfavorable impact on our market- +making businesses. +Changes, or proposed changes, to U.S. international trade +and investment policies, particularly with important trading +partners, have in recent yearsnegatively impacted financial +markets. Continued or escalating tensions may result in +further actions taken by the U.S. or other countries that could +disrupt international trade and investment and adversely +affect financial markets. Those actions could include, among +others, the implementation of sanctions, tariffs or foreign +exchange measures, the large-scale sale of U.S. Treasury +securities or other restrictions on cross-border trade, +investment, or transfer of information or technology. Such +developments have in the past affected and could in the +future adversely affectour orour clients’ businesses. +Financial institution returnsmay be negatively impacted by +increased funding costs due in part to the lack of perceived +government support of such institutions in the event of future +financial crises relative to financial institutions in countriesin +which governmental support is maintained. In addition, +liquidity in the financial markets has in the past been, and +could in the future be, negatively impacted as market +participants and market practices and structures adjust to +evolving regulatory frameworks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 33 +The secret landmark is the "Colosseum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_56.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..3800b8797ad4b48551f60b257bec6abff4350794 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_56.txt @@ -0,0 +1,95 @@ +In June 2023, the U.S. federal government suspended the +federal debt limit until 2025. If Congress does not raise the +debt ceiling prior to 2025, the U.S. could default on its +obligations, including Treasury securities that play an +integral role in financial markets. A default by the U.S. could +result in unprecedented market volatility and illiquidity, +heightened operational risks relating to the clearance and +settlement of transactions, margin and other disputes with +clients and counterparties, an adverse impact to investors +including moneymarket funds that invest in U.S. Treasuries, +downgrades in the U.S. credit rating, further increases in +interest rates and borrowing costs and a recession in the U.S. +or other economies. Continued uncertainty relating to the +debt ceiling could result in downgrades of the U.S. credit +rating, which could adversely affect market conditions, lead +to margin disputes, further increases in interest rates and +borrowing costs and necessitate significant operational +changes among market participants, including us. A +downgrade of the U.S. federal government’s credit rating +could also materially and adversely affect the market for +repurchase agreements, securities borrowing andlending, and +other financings typically collateralized by U.S. Treasury or +agency obligations. Further, the fair value, liquidity and +credit ratings of securities issued by, or other obligations of, +agencies of the U.S. government or related to the U.S. +government or its agencies, as well as municipal bonds could +be similarly adversely affected.An increasing frequency of +government shutdowns, or near shutdowns, in the U.S. could +also lead to uncertainty as to the continued funding of the +U.S. government, which could, in turn, adversely affect the +credit ratings of the U.S. and the market for U.S. Treasuryor +agency obligations. +In 2024, numerous elections will be held globally. As a result, +there may be significant market uncertainty in the periods +leading up to and/or following the elections and this could +cause higher volatility, lower levels of market activity and +other adverseconditions for our businesses. The outcomes of +the elections could also result in changes in policy, which +could also have adverse effects on us or the business +environment in which we operate moregenerally. +Our businesses have been and may in the future be +adversely affected by declining asset values, +particularly where we have net “long” positions, +receive fees based on the value ofassets managed, or +receive or post collateral. +Many of our businesses have net “long” positions in debt +securities, loans, derivatives, mortgages, equities (including +private equity and real estate) andmost other asset classes. +These include positions we take when we act as a principal to +facilitate our clients’ activities, including our exchange-based +market-making activities, or commit large amounts of capital +to maintain positions in interest rate and credit products,as +well as through our currencies, commodities, equities and +mortgage-related activities. In addition, we invest in similar +asset classes. Substantially all of our investing and market- +making positions and a portion of our loans are marked-to- +market on a daily or other periodic basis and declines in asset +values directly and promptly impact our earnings, unless we +have effectively “hedged”our exposures to those declines. +In certain circumstances (particularly in the case of credit +products, including leveraged loans, and private equitiesor +other securities that are not freely tradable or lack established +and liquid trading markets), it may not be possible or +economic to hedge our exposures and, to the extent thatwe +do so, the hedge may be ineffective ormay greatly reduce our +ability to profit from increases in the values of the assets. +Sudden declines and significant volatility in the prices of +assets have in the past substantially curtailed or eliminated, +and may in the future substantially curtail or eliminate, the +trading markets for certain assets, which may make it +difficult to sell, hedge or value such assets. We may incur +losses from time to time as tradingmarkets deteriorate or +cease to function, including with respect to loan +commitments we have made or securities offerings we have +underwritten. The inability tosell or effectively hedge assets +reduces our ability to limit losses in such positions and the +difficulty in valuing assets has in the past negatively affected, +and may in the future negatively affect, our capital, liquidity +or leverage ratios, our funding costs and our ability to deploy +capital. +In our exchange-based market-making activities, we are +obligated by stock exchange rules to maintain an orderly +market, including by purchasing securities in a declining +market. In markets where asset values are declining and in +volatile markets, this results in losses and an increased need +for liquidity. +We receive asset-based management fees based on the value +of our clients’ portfolios or investment in funds managedby +us and, in some cases, we alsoreceive incentive fees based on +increases in the value of such investments. Declines in asset +values would ordinarily reduce the value of our clients’ +portfolios or fund assets, which in turn would typically +reduce the fees we earnfor managing such assets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +34 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_57.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..640b0aa61ff945ba560739b4a3f2a5451c649ae6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_57.txt @@ -0,0 +1,101 @@ +We post collateral to support our obligations and receive +collateral that supports the obligations of our clients and +counterparties. When the value of the assets posted as +collateral or the credit ratings of the party posting collateral +decline, the party posting the collateral may need to provide +additional collateral or, if possible, reduce its trading +position. An example of such a situation is a “margin call” in +connection with a brokerage account. Therefore, declines in +the value of asset classes used as collateral mean that either +the cost of funding positions is increased or the size of +positions is decreased. If we are the party providing +collateral, this can increase our costs and reduce our +profitability and if we are the party receiving collateral, this +can also reduce our profitability by reducing the levelof +business donewith our clients and counterparties. +In addition, volatile or less liquid markets increase the +difficulty of valuing assets, which can lead to costly and time- +consuming disputes over asset values and the level of required +collateral, as well as increased credit risk to the recipientof +the collateral due to delays in receiving adequatecollateral. In +cases where we foreclose on collateral, sudden declines in the +value or liquidity of the collateral have in the past resulted in, +and may in the future result in, significant losses to us, +especially where there is a single type of collateral supporting +the obligation. In addition, we have been and may in the +future be subject to claims that the foreclosure was not +permitted under the legal documents,was conducted in an +improper manner, including in violation of law, or caused a +client or counterparty to go out of business. +Our market-making activities have been and may in +the future be affected by changes in the levels of +market volatility. +Certain of our market-making activities depend onmarket +volatility to provide trading and arbitrage opportunities to +our clients, and decreases in volatility have reduced andmay +in the future reduce these opportunities and the level of client +activity associated with them and have adversely affected and +may in the future adversely affect the results of these +activities. Increased volatility, while it can increase trading +volumes and spreads, also increases risk as measured by +Value-at-Risk (VaR) and increases risks in connection with +our market-making activities and can cause us to reduce our +inventory. Limiting the size of our market-making positions +can adversely affect our profitability. In periods when +volatility is increasing, but asset values are declining +significantly, it may not be possible to sell assets at all or it +may only be possible to do so at steep discounts. In those +circumstances, we have been and may in the future be forced +to either take on additional risk or to realize losses in order to +decrease our VaR. In addition, increases in volatility increase +the level of our RWAs, which increases the amount of capital +that we are required to hold, and this can reduce our +profitability and reduce our ability to distribute capital to our +shareholders. +Our investment banking, client intermediation, asset +management and wealth management businesses +have been adversely affected and may in the future be +adversely affected by market uncertainty or lack of +confidence among investors and CEOs due to +declines in economic activity and other unfavorable +economic, geopolitical or market conditions. +Our investment banking business has been and may in the +future be adversely affected by market conditions. Poor +economic conditions and other uncertain geopolitical +conditions may adversely affect and have in the past +adversely affected investor and CEO confidence, resulting in +significant industry-wide declines in the size and number of +underwritings and of advisory transactions, which would +likely have and have in the past had an adverse effect on our +revenues and our profit margins. In particular, because a +significant portion of our investment banking revenues is +derived from our participation in large transactions, a decline +in the number of large transactions has in the past and would +in the future adversely affect our investment banking +business. Similarly, in recent years, cross-border initial public +offerings and other securities offerings have accounted fora +significant proportion of new issuance activity. Legislative, +regulatory or other changes that limit trading in, or the +issuance of, securities outside the issuers’ domestic markets, +that result in or could result in the delisting or removalof +securities from exchanges or indices, have in the past +adversely affected and would in the future adversely affect +our underwriting and client intermediation businesses. +Furthermore, changes, or proposed changes, to international +trade and investment policies of the U.S. and other countries +could negatively affect market activity levels and our +revenues. +In certain circumstances, market uncertainty or general +declines in market or economic activitymay adversely affect +our client intermediation businesses by decreasing levels of +overall activity orby decreasing volatility. +Market uncertainty, volatility and adverse economic +conditions, as well as declines in asset values, may cause our +clients to transfer their assets out of our funds or other +products or their brokerage accounts and result in reduced +net revenues, principally in our assetmanagement and wealth +management businesses. Even if clients do not withdraw their +funds, they may invest them inproducts that generate less fee +income. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 35 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_58.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..6383b77228c432999b7f437ab0ef8414be802783 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_58.txt @@ -0,0 +1,112 @@ +Our asset management and wealth management +businesses have been an d may in the future be +adversely affected by the poor investment +performance of our investment products or a client +preference for products other than those which we +offer or for products that generate lower fees. +Poor investment returns in our asset management and wealth +management businesses, due to either general market +conditions or underperformance (relative to our competitors +or to benchmarks) by funds or accounts thatwe manage or +investment products that we design or sell, affect our ability +to retain existing assets and to attract new clients or +additional assets from existing clients. This could affect the +management and incentive fees thatwe earn on AUS or the +commissions and net spreads thatwe earn for selling other +investment products, such as structured notes or derivatives. +To the extent that our clients choose to invest in products +that we do not currently offer,we will suffer outflows anda +loss of management fees. Further, if, due to changes in +investor sentiment or the relative performance of certain asset +classes or otherwise, clients continue to invest in products +that generate lower fees (e.g., passively managed or fixed +income products), our average effective management fee will +decline further and our asset management and wealth +management businessescould beadversely affected. +Inflation ha s had, and could continue to have, a +negative effect on our business, results of operations +and financial condition. +Inflationary pressures have affected economies, financial +markets and market participants worldwide. Inflationary +pressures have increased certain of our operating expenses, +and have adversely affected consumer sentiment and CEO +confidence. Central bank responses to inflationary pressures +have also resulted in higher market interest rates, which, in +turn, have contributed to lower activity levels across financial +markets, in particular for debt underwriting transactions and +mortgage originations, and resulted in lower values for +certain financial assets which have adversely affected our +equity and debt investments. Higher interest rates increase +our borrowing costs and have required us to increase interest +paid on our deposits. If inflationary pressures persist, our +expenses may increase further;we may be unable to achieve +our efficiency ratio target; activity levels for certain of our +businesses, in particular debt underwriting andmortgages, +may decline; our interest expense could increase faster than +our interest income, reducing our net interest income and net +interest margin; certain of our investments could continue to +incur losses or generally low levels of returns; AUS could +decline, or the composition of our AUS could shift to lower +fee products, reducing management and other fees; +economies worldwide could experience recessions; and we +could continue to operate in a generally unfavorable +economic and market environment. +Liquidity +Our liquidity, profitability and bus inesses may be +adversely affected by an inability to access the debt +capital markets or to sell assets. +Liquidity is essential to our businesses. It is of critical +importance to us, as most of the failures of financial +institutions have occurred in large part due to insufficient +liquidity. Our liquidity may be impaired by an inability to +access secured and/or unsecured debtmarkets, an inability to +raise or retain deposits, an inability to access funds from our +subsidiaries or otherwise allocate liquidity optimally,an +inability to sell assets or redeem our investments, lack of +timely settlement of transactions, unusual deposit outflows, +or other unforeseen outflowsof cash or collateral, such as in +March 2020, when corporate clients drew on revolving credit +facilities in response to the COVID-19 pandemic. This +situation may arise due to circumstances that we maybe +unable to control, such as a general market or economic +disruption or an operational problem that affects third +parties or us, or even by the perception among market +participants that we, or other market participants, are +experiencing greater liquidityrisk. +We employ structured products to benefit our clients and +hedge our own risks. The financial instruments that we hold +and the contracts to which we are a party are often complex, +and these complex structured products often do not have +readily availablemarkets to access in times of liquidity stress. +Our investing and financingactivities may lead to situations +where the holdings from these activities represent a +significant portion of specific markets, which could restrict +liquidity for ourpositions. +Further, our ability to sell assetsmay be impaired if there is +not generally a liquid market for such assets, as well as in +circumstances where other market participants are seeking to +sell similar otherwise generally liquid assets at the same time, +as is likely to occur in a liquidity or othermarket crisis or in +response to changes to rulesor regulations. For example, in +2021, an investment management firm withlarge positions +with several financial institutions defaulted, resulting in +rapidly declining prices in the securities underlying those +positions. In addition, clearinghouses, exchanges and other +financial institutions with which we interact may exercise set- +off rights or the right to require additional collateral, +including in difficult market conditions, which could further +impair our liquidity. +Numerous regulations havebeen adopted that impose more +stringent liquidity requirements on large financial +institutions, including us. These regulations require us to +hold large amounts of highly liquid assets and reduce our +flexibility to source and deploy funding. In addition, our need +to manage our operations in light of certain regulatory +requirements when applicable thresholds are met has in the +past limited and may in the future limit our ability to raise +deposits in GSIB or other funding, which could adversely +affect our liquidity or ability to respond efficiently to +liquidity stress. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +36 Goldman Sachs 2023 Form 10-K +The secret object #4 is a "mirror". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_59.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9840f27b54b42544332b93c2e5efc0309b24a46 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_59.txt @@ -0,0 +1,78 @@ +Our businesses have been and may in the future be +adversely affectedby disruptions orlack of liquidity in +the credit markets, including reduced access to credit +and highercosts of obtaining credit. +Widening credit spreads, aswell as significant declines in the +availability of credit, have in the past adversely affected our +ability to borrow on a secured and unsecured basis andmay +do so in the future. We fund ourselves on an unsecured basis +by issuing long-term debt and commercial paper, by raising +deposits at our bank subsidiaries, by issuing hybrid financial +instruments and by obtaining loans or lines of credit from +commercial or other banking entities. We seek to finance +many of our assets on a secured basis. Any disruptions in the +credit markets may make it harder and more expensive to +obtain funding for our businesses. If our available fundingis +limited or we are forced to fund our operations at a higher +cost, these conditions may require us to curtail our business +activities and increase our cost of funding, both of which +could reduce our profitability, particularly in our businesses +that involve investing, lending and market making. +Our clients engaging in mergers, acquisitions and other types +of strategic transactions often rely on access to the secured +and unsecured credit markets to finance their transactions. A +lack of available credit or an increased cost of credit can +adversely affect the size, volume and timing of our clients’ +merger and acquisition transactions, particularly large +transactions, and adversely affect our advisory and +underwriting businesses. +Our credit businesses have been and may in the future be +negatively affected by a lack of liquidity in creditmarkets. A +lack of liquidity reduces price transparency, increases price +volatility and decreases transaction volumes and size, allof +which can increase transaction risk or decrease the +profitability of these businesses. +Reductions in our credit ratings or an increase in our +credit spreads may adversely affect our liquidity and +cost of funding. +Our credit ratings are important to our liquidity.A reduction +in our credit ratings could adversely affect our liquidity and +competitive position, increase our borrowing costs, limit our +access to the capital markets or trigger our obligations under +certain provisions in some of our trading and collateralized +financing contracts. Under these provisions, counterparties +could be permitted to terminate contracts with us or require +us to post additional collateral. Termination of our trading +and collateralized financing contracts could cause us to +sustain losses and impair our liquidity by requiring us to find +other sources of financing or to make significant cash +payments or securitiesmovements. +As of December 2023, our counterparties could have called +for additional collateral or termination payments related to +our net derivative liabilities under bilateral agreements in an +aggregate amount of $271million in the event of a one-notch +downgrade of our credit ratings and $1.58billion in the event +of a two-notch downgrade of our credit ratings. A +downgrade by any one rating agency, depending on the +agency’s relative ratings of us at the time of the downgrade, +may have an impact which iscomparable to the impact ofa +downgrade by all rating agencies. For further information +about our credit ratings, see “Management’s Discussion and +Analysis of Financial Condition and Results of Operations — +Risk Management — Liquidity Risk Management —Credit +Ratings” in Part II, Item 7of this Form 10-K. +Our cost of obtaining long-termunsecured funding is directly +related to our credit spreads (the amount in excess of the +interest rate of benchmark securities that we need to pay). +Increases in our credit spreads can significantly increase our +cost of this funding. Changes in credit spreads are +continuous, market-driven, and subject at times to +unpredictable and highly volatile movements. Our credit +spreads are also influenced by market perceptions of our +creditworthiness and movements in the costs to purchasersof +credit default swaps referenced to our long-term debt.The +market for credit default swaps has proven to be extremely +volatile and at times has lacked a high degree of transparency +or liquidity. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 37 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_6.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..25bb66c16cabf2bac723db94c027c638f9a1c440 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_6.txt @@ -0,0 +1 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_60.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..837da06b131a7a13ad5ee48dae8d2552a831ec0e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_60.txt @@ -0,0 +1,101 @@ +Group Inc. is a holding company and its liquidity +depends on payments and loans from its subsidiaries, +many of which are subject to legal, regulatory and +other restrictions on prov iding funds or assets to +Group Inc. +Group Inc. is a holding company and, therefore, depends on +dividends, distributions, loans and other payments from its +subsidiaries to fund share repurchases and dividend payments +and to fund payments on its obligations, including debt +obligations. Many of our subsidiaries, including our broker- +dealer and banksubsidiaries, are subject to laws that restrict +dividend payments or authorize regulatory bodies to blockor +reduce the flow of funds from those subsidiaries to Group +Inc. +In addition, our broker-dealer and bank entities and their +subsidiaries are subject to restrictions on their ability to lend +or transact with affiliates and to minimum regulatory capital +and other requirements, as well as restrictions on their ability +to use funds deposited with them in brokerage or bank +accounts to fund their businesses. Additional restrictionson +related-party transactions, increased capital and liquidity +requirements and additional limitations on the use of funds +on deposit in bank or brokerage accounts, as well as lower +earnings, can reduce the amount of funds available tomeet +the obligations of Group Inc., including under the FRB’s +source of strength requirement, and even require Group Inc. +to provide additional funding to such subsidiaries. +Restrictions or regulatory action of that kind could impede +access to funds that Group Inc. needs to make paymentson +its obligations, including debt obligations, or dividend +payments. In addition, Group Inc.’s right to participate ina +distribution of assets upon a subsidiary’s liquidation or +reorganization is subject to the prior claims of the +subsidiary’s creditors. +There has been a trend towards increased regulation and +supervision of our subsidiaries by the governments and +regulators in the countries in which those subsidiaries are +located or do business. Concerns about protecting clients and +creditors of financial institutions that are controlled by +persons or entities located outside of the country in which +such entities are located or do business have caused ormay +cause a number of governments and regulators to take +additional steps to “ring fence” or require internal total loss- +absorbing capacity (which may also be subject to “bail-in” +powers, as described below) at those entities inorder to +protect clients and creditors of those entities in the event of +financial difficulties involving those entities. The result has +been and may continue to be additional limitations on our +ability to efficiently move capital and liquidity among our +affiliated entities, or to Group Inc., including in times of +stress, thereby increasing the overall level of capital and +liquidity required by us on aconsolidated basis. +Furthermore, Group Inc. has guaranteed the payment +obligations of certain of its subsidiaries, including GS&Co. +and GS Bank USA, subject to certain exceptions. In addition, +Group Inc. guarantees many of the obligations of its other +consolidated subsidiaries on a transaction-by-transaction +basis, as negotiated with counterparties. These guarantees +may require Group Inc. to provide substantial funds or assets +to its subsidiaries or their creditors or counterparties ata +time when Group Inc. is in need of liquidity to fund its own +obligations. +The requirements for us and certain of our subsidiaries to +develop and submit recovery and resolution plans to +regulators, and the incorporation of feedback received from +regulators, may require us to increase capital or liquidity +levels or issue additional long-termdebt at Group Inc. or +particular subsidiaries or otherwise incur additional or +duplicative operational or other costs at multiple entities, and +may reduce our ability to provide Group Inc. guarantees of +the obligations of our subsidiaries or raise debt at Group Inc. +Resolution planning may also impair our ability to structure +our intercompany and external activities in a manner thatwe +may otherwise deem most operationally efficient. +Furthermore, arrangements to facilitate our resolution +planning may cause us to be subject to additional taxes.Any +such limitations or requirements would be in addition to the +legal and regulatory restrictions described above on our +ability to engage in capital actions ormake intercompany +dividends or payments. +See “Business — Regulation” in Part I, Item1 of this Form +10-K for further information aboutregulatory restrictions. +Credit +Our businesses, profitability an d liquidity may be +adversely affectedby deterioration in the creditquality +of or defaults by third parties. +We are exposed to the risk that third parties that oweus +money, securities or other assets will not perform their +obligations. These parties may default on their obligations to +us due to bankruptcy, lack of liquidity, operational failureor +other reasons. A failure of a significantmarket participant, or +even concerns about a default by such an institution, has in +the past and could in the future lead to significant liquidity +problems, losses or defaultsby other institutions, which in +turn could adversely affect us. We are also exposed to the risk +of a special assessment, including under the FDIAor OLA in +the event of the failure of a bank or non-bank financial +institution, which have in the past, andmay in the future, +adversely affectour results of operations. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +38 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_61.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1f38d30d580675901f619158ef568689c3ab8ec --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_61.txt @@ -0,0 +1,84 @@ +We are also subject to the risk that our rights against third +parties may not be enforceable in all circumstances. In +addition, deterioration in the credit quality of third parties +whose securities or obligations we hold, including a +deterioration in the value of collateral posted by third parties +to secure their obligations to us under derivative contracts +and loan agreements, could result in losses and/or adversely +affect our ability to rehypothecate or otherwise use those +securities or obligations for liquidity purposes. +A significant downgrade in the credit ratings of our +counterparties could also have a negative impact on our +results. While in many cases we are permitted to require +additional collateral from counterparties that experience +financial difficulty, disputes may arise as to the amountof +collateral we are entitled to receive and the value of pledged +assets. The termination of contracts and the foreclosureon +collateral maysubject us to claims for the improper exercise +of our rights. Default rates, downgrades and disputes with +counterparties as to the valuation of collateral typically +increase significantly in times of market stress, increased +volatility and illiquidity. +As part of our clearing and prime financing activities,we +finance our clients’ positions, and we could be held +responsible for the defaults or misconduct of our clients. +Default risk may arisefrom events or circumstances that are +difficult to detect or foresee. +Concentration of risk increases the potential for +significant losses in our market-making, underwriting, +investing and financing activities. +Concentration of risk increases the potential for significant +losses in our market-making, underwriting, investing and +financing activities. The number and size of these +transactions has affected and may in the future affect our +results of operations in a given period.Moreover, because of +concentrated risk, we may suffer losses even when economic +and market conditions are generally favorable for our +competitors. Disruptions in the credit markets canmake it +difficult to hedge these credit exposures effectively or +economically. In addition, we extend large commitmentsas +part of our credit origination activities.Disruptions in the +credit markets have in the past substantially curtailed or +eliminated, and may in the future substantially curtail or +eliminate, the trading markets for loanswe originate. These +disruptions have in the past made, and may in the future +make, it difficult for us to sell or value such assets, which +have in the past resulted, and may in the future result,in +losses forus. +Rules adopted under the Dodd-Frank Act, and similar rules +adopted in other jurisdictions, require issuers of certain asset- +backed securities and any person who organizes and initiates +certain asset-backed securities transactions to retain +economic exposureto theasset, whichhas affected the cost of +and structures used in connection with these securitization +activities. Our inability to reduce our credit risk by selling, +syndicating or securitizing these positions, including during +periods of market stress, has in the past negatively affected +and may in the future negatively affect our results of +operations due to a decrease in the fair value of the positions, +including due to the insolvency or bankruptcy of borrowers, +as well as the loss of revenues associated with selling such +securities or loans. +In the ordinary course of business, we are at times subject to +a concentration of credit risk to a particular counterparty, +borrower, issuer (including sovereign issuers) or geographic +area or group of related countries, such as the E.U., anda +failure or downgrade of, or default by, such entity could +negatively impact our businesses, perhapsmaterially, and the +systems by which we set limits andmonitor the level of our +credit exposure to individual entities, industries, countries +and regions may not function as we have anticipated. +Regulatory reform, including the Dodd-FrankAct, has led to +increased centralization of trading activity through particular +clearinghouses, central agents or exchanges, which has +significantly increased our concentration of risk with respect +to these entities. While our activities expose us to many +different industries, counterparties and countries, we +routinely execute a high volume of transactions with +counterparties engaged in financial services activities, +including brokers and dealers, commercial banks, +clearinghouses, exchanges and investment funds. This has +resulted in significant credit concentration with respect to +these counterparties. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 39 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_62.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..43ea2febaf0c48aa86087974c2e96a395fdbe9d1 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_62.txt @@ -0,0 +1,103 @@ +Derivative transactions and delayed documentation or +settlements may expose us to credit risk, unexpected +risks and potentiallosses. +We are party to a large number of derivative transactions, +including credit derivatives. Many of these derivative +instruments are individually negotiated and non- +standardized, which can make exiting, transferring or settling +positions difficult. Many credit derivatives require thatwe +deliver to the counterparty the underlying security, loanor +other obligation in order to receive payment. In a numberof +cases, we do not hold the underlying security, loan or other +obligation and may not be able to obtain the underlying +security, loan or other obligation. This could cause usto +forfeit the payments due to us under these contracts or result +in settlement delays with the attendant credit and operational +risk,as well as increased costs to us. +Derivative transactions also involve the risk that +documentation has not been properly executed, that executed +agreements may not be enforceable against the counterparty, +or that obligations under such agreements may not be able to +be “netted” against other obligationswith such counterparty. +In addition, counterparties may claim that such transactions +were notappropriate or authorized. +As a signatory to the ISDA Universal Protocol or U.S. ISDA +Protocol (ISDA Protocols) and being subject to the FRB’s and +FDIC’s rules on QFCs and similar rules in other jurisdictions, +we may not be able to exercise remedies against +counterparties and, as this regime has not yet been tested, we +may suffer risks or losses thatwe would not have expected to +suffer if we could immediately close out transactions upon a +termination event. The ISDA Protocols and these rules and +regulations extend to repurchase agreements and other +instruments that are not derivative contracts. +Derivative contracts and other transactions, including +secondary bank loan purchases and sales, entered into with +third parties are not always confirmed by the counterparties +or settled on a timely basis. While the transaction remains +unconfirmed or during any delay in settlement,we are subject +to heightened credit and operational risk and in the event ofa +default may find it more difficult to enforce our rights. +In addition, as new complex derivative products are created, +covering a wider array of underlying credit and other +instruments, disputes about the terms of the underlying +contracts could arise, which could impair our ability to +effectively manage our risk exposures from these products +and subject us to increased costs. The provisions of the +Dodd-Frank Act requiring central clearing of credit +derivatives and other OTC derivatives, or a market shift +toward standardized derivatives, could reduce the risk +associated with these transactions, but under certain +circumstances could also limit our ability to develop +derivatives that best suit the needs of our clients and to hedge +our own risks, and could adversely affect our profitability. In +addition, these provisions have increased our credit exposure +to central clearing platforms. +Operational +A failure in our operational systems or human error, +malfeasance or other misconduct, could impair our +liquidity, disrupt our businesses, result in the +disclosure of confidential information, damage our +reputation and cause losses. +Our businesses are highly dependent on our ability to process +and monitor, on a daily basis, a very large number of +transactions, many of which are highly complex and occur at +high volumes and frequencies, across numerous and diverse +markets in many currencies. These transactions, as well as +the information technology services we provide to clients, +often must adhere to client-specific guidelines, as well as legal +and regulatorystandards. +Many rules and regulations worldwide govern our +obligations to execute transactions and report such +transactions and other information to regulators, exchanges +and investors. Compliance with these legal and reporting +requirements can be challenging, and we have been and may +in the future be subject to regulatory fines and penalties for +failing to follow these rules or to report timely, accurate and +complete information in accordance with these rules. +As the volume, speed, frequency and complexity of +transactions, especially electronic transactions (as well as the +requirements to report such transactions on a real-time basis +to clients, regulators and exchanges) increase, developing and +maintaining our operational systems and infrastructure has +become more challenging, and the risk of systems or human +error in connection with such transactions has increased, as +have the potential consequences of such errors due to the +speed and volume of transactions involved and the potential +difficulty associated with discovering errors quickly enough +to limit the resulting consequences. For example, the +transition to a T+1 settlement timeframe in theU.S. in 2024 +subjects us to increased operational risks with respect to +reporting and timely settlement of transactions.These risks +are exacerbated in times of increased volatility.As with other +similarly situated institutions, we utilize credit underwriting +models in connection with our businesses, including our +consumer-oriented activities. Allegations or publicity, +whether or not accurate, that our underwriting decisions do +not treat consumers or clients fairly, or comply with the +applicable law or regulation, have in the past resulted and +may in the future result innegative publicity, reputational +damage and governmental and regulatory scrutiny, +investigations and enforcement actions. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +40 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_63.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..06ed8832664194e532bb32528bb7767ac8b07404 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_63.txt @@ -0,0 +1,85 @@ +Our financial, accounting, data processing or other +operational systems and facilities have in the past not +operated properly in certain respects and may in the future +not operate properly or become disabled as a result of events +that are wholly or partially beyond our control, such asa +spike in transaction volume, adversely affecting our abilityto +process these transactions or provide these services. Wemust +continuously update these systems to support our operations +and growth and to respond to changes in regulations and +markets, and invest heavily in systemic controls and training +to pursue our objective of ensuring that such transactions do +not violate applicable rules and regulations or, due to errors +in processing such transactions, adversely affectmarkets, our +clients and counterparties or us. Enhancements and updates +to systems, as well as the requisite training, including in +connection with the integration of new businesses, entail +significant costs and create risks associated with +implementing new systems and integrating them with +existing ones. +The use of computing devices and phones is critical to the +work done by our employees and the operation of our +systems and businesses and those of our clients and our third- +party service providers and vendors. Their importance has +continued to increase, in particular in light of hybrid work +arrangements.Computers and computer networks are subject +to various risks, including, among others, cyber attacks, +inherent technological defects, system failures and human +error. For example, fundamental security flaws in computer +chips found in many types of these computing devices and +phones have been reported in the past and may occur in the +future. The use of personal devices by our employees orby +our vendors for work-related activities also presents risks +related to potential violations of record retention and other +requirements. Cloud technologies are also critical to the +operation of our systems and platforms and our relianceon +cloud technologies is growing. Service disruptions have +resulted, and may result in the future, in delays in accessing, +or the loss of, data that is important to our businesses and +may hinder our clients’ access to our platforms. There have +been a number of widely publicized cases of outages in +connection with access to cloud computing providers. +Addressing theseand similar issues could be costly and affect +the performance of these businesses and systems.Operational +risks may be incurred in applying fixes and theremay still be +residual security risks. +Notwithstanding the proliferation of technology and +technology-based risk and control systems, our businesses +ultimately rely on people asour greatest resource, and, from +time to time, they have in the past andmay in the future +make mistakes or engage in violations of applicable policies, +laws, rules or procedures that are not always caught +immediately by our technological processes or by our +controls and other procedures, which are intended to prevent +and detect such errors or violations. These have in the past +and may in the future include calculation errors, mistakes in +addressing emails, errors in software ormodel development +or implementation, or simple errors in judgment, as wellas +intentional efforts to ignoreor circumvent applicable policies, +laws, rules or procedures. Human errors, malfeasance and +other misconduct, including the intentional misuse of client +information in connection with insider trading or for other +purposes, even if promptly discovered and remediated, has in +the past resulted and may in the future result in reputational +damage and losses and liabilities forus. +The majority of the employees in our primary locations, +including the New York metropolitan area, London, +Bengaluru, Hyderabad, Hong Kong, Tokyo, Salt LakeCity +and Dallas, work in close proximity to one another. Our +headquarters is located in theNew York metropolitan area, +and we have our largest employee concentration occupying +two principal office buildings near the Hudson River +waterfront. They are subject to potential catastrophic events, +including, but not limited to, terrorist attacks, extreme +weather, or other hostile events that could negatively affect +our business. Notwithstanding our efforts to maintain +business continuity, business disruptions impacting our +offices and employees could lead to our employees’ inability +to occupy the offices, communicate with or travel to other +office locations or work remotely. As a result, our ability to +service and interact with clientsmay be adversely impacted, +due to our failure or inability to successfully implement +business contingencyplans. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 41 +The secret animal #3 is an "owl". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_64.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a3e9aced61e5390b32d3c67597bc7626fa87e43 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_64.txt @@ -0,0 +1,82 @@ +A failure or disruption in our infrastructure, or in the +operational systems or infrastructure of third parties, +could impair our liquidity, disrupt our businesses, +damage ourreputation and cause losses. +We face the risk of operational failure or significant +operational delay, termination or capacity constraints of any +of the clearing agents, exchanges, clearinghouses or other +financial intermediaries we use to facilitate our securities and +derivatives transactions, and as our interconnectivity with +our clients grows, we increasingly face the risk of operational +failure or significant operational delaywith respect to our +clients’ systems. +There has been significant consolidation among clearing +agents, exchanges and clearinghouses and an increasing +number of derivative transactions are cleared on exchanges, +which has increased our exposure to operational failure or +significant operational delay, termination or capacity +constraints of the particular financial intermediaries that we +use and could affect our ability to find adequate and cost- +effective alternatives in the event of any such failure, delay, +termination or constraint. Industry consolidation, whether +among market participants or financial intermediaries, +increases the risk of operational failure or significant +operational delay as disparate complex systems need to be +integrated, often on an accelerated basis. +The interconnectivity of multiple financial institutions with +central agents, exchanges and clearinghouses, and the +increased centrality of these entities, increases the risk that an +operational failure at one institution or entitymay cause an +industry-wide operational failure that could materially +impact our ability to conduct business. Interconnectivity of +financial institutions with other companies through, among +other things, application programming interfaces or APIs +presents similar risks. Any such failure, termination or +constraint could adversely affect our ability to effect +transactions, service our clients, manage our exposure to risk +or expand our businesses or result in financial loss or liability +to our clients, impairment of our liquidity, disruption of our +businesses, regulatory intervention or reputationaldamage. +Despite our resiliency plans and facilities, our ability to +conduct business may be adversely impacted by a disruption +in the infrastructure that supports our businesses and the +communities where we are located. This may include a +disruption involving electrical, satellite, undersea cable or +other communications, internet, transportation or other +facilities used by us, our employees or third parties with +which we conduct business, including cloud service +providers. Thesedisruptions may occur as a result of events +that affect only our buildings or systems or those of third +parties, or as a result of events with a broader impact +globally, regionally or in the citieswhere those buildings or +systems are located, including, but not limited to, natural +disasters, war, civil unrest, terrorism, economic or political +developments, pandemics andweather events. +In addition, although we seek to diversify our third-party +vendors to increase our resiliency, we are exposed to risks if +our vendors operate in the same area and are also exposed to +the risk that a disruption or other information technology +event at a common service provider to our vendors could +impede their ability to provide products or services to us. We +may not be able toeffectively monitor ormitigate operational +risks relating to our vendors’ use of common service +providers. +Additionally, although the prevalence and scope of +applications of distributed ledger technology, cryptocurrency +and similar technologies is growing, the technology is nascent +and may be vulnerable to cyber attacks or have other +inherent weaknesses. We are exposed to risks, and may +become exposed to additional risks, related to distributed +ledger technology, including through our facilitation of +clients’ activities involving financial products that use +distributed ledger technology, such as blockchain, +cryptocurrencies or other digital assets, our investments in +companies that seek to develop platforms based on +distributed ledger technology, the use of distributed ledger +technology by third-party vendors, clients, counterparties, +clearinghouses and other financial intermediaries, and the +receipt of cryptocurrencies or other digital assets as +collateral. Market volatility of financial products using +distributed ledger technologymay increase these risks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +42 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_65.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..46bb7bd29f2cc9f67949f9dd9fcbf0d711b6f88a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_65.txt @@ -0,0 +1,100 @@ +The development and use of artificial intelligence (AI) +present risks an d challenges that may adversely +impact our business. +We or our third-party vendors, clients or counterpartiesmay +develop or incorporate AI technology in certain business +processes, services or products. The development and useof +AI present a number of risks and challenges to our business. +The legal and regulatory environment relating to AI is +uncertain and rapidly evolving, both in the U.S. and +internationally, and includes regulation targeted specifically +at AI as well as provisions in intellectual property, privacy, +consumer protection, employment and other laws applicable +to the use of AI. These evolving laws and regulations could +require changes in our implementation of AI technology and +increase our compliance costs and the risk of non- +compliance. AI models, particularly generative AI models, +may produce output or take action that is incorrect, that +result in the release of private, confidential or proprietary +information, that reflect biases included in the data on which +they are trained, infringe on the intellectual property rights of +others, or that is otherwise harmful. In addition, the +complexity of many AI models makes it challenging to +understand why they are generating particular outputs. This +limited transparency increases the challenges associated with +assessing the proper operation of AI models, understanding +and monitoring the capabilities of the AI models, reducing +erroneous output, eliminating bias and complying with +regulations that require documentation or explanation of the +basis on which decisions are made. Further,we mayrely on +AI models developed by third parties, and, to that extent, +would be dependent in part on the manner in which those +third parties develop and train their models, including risks +arising from the inclusion of any unauthorized material in the +training data for their models, and the effectiveness of the +steps these third parties have taken to limit the risks +associated with the output of their models, matters over +which we may have limited visibility. Any of these risks could +expose us to liability or adverse legal or regulatory +consequences and harm our reputation and the public +perception of our business or the effectiveness of our security +measures. +In addition to our use of AI technologies,we are exposed to +risks arising from the use of AI technologies by bad actorsto +commit fraud and misappropriate funds and to facilitate +cyberattacks. Generative AI, if used to perpetrate fraudor +launch cyberattacks, could result in losses, liquidity outflows +or other adverse effects at a particular financial institutionor +exchange. +A failure to protect our computer systems, networks +and information, and our clients’ information, against +cyber attacks and similar threats could impair our +ability to conduct our businesses, result in the +disclosure, theft or de struction of confidential +information, damage ourreputation and cause losses. +Our operations rely on the secure processing, storage and +transmission of confidential and other information in our +computer systems and networks and those of our vendors. +There have been a number of highly publicized cases +involving financial services companies, consumer-based +companies, software and information technology service +providers, governmental agencies and other organizations +reporting the unauthorized access or disclosure of client, +customer or other confidential information in recent years, as +well as cyber attacks involving the dissemination, theft and +destruction of corporate information or other assets, as a +result of inadequate procedures or the failure to follow +procedures by employees or contractors or as a result of +actions by third parties, including actions by foreign +governments. There have also been a number of highly +publicized cases where hackers have requested “ransom” +payments in exchange for not disclosing customer +information or for restoringaccess to information or systems. +We are regularly the target of attempted cyber attacks, +including denial-of-service attacks, and must continuously +monitor and develop our systems to protect the integrity and +functionality of our technology infrastructure and access to +and the security of our data. We have faced a high volume of +cyber attacks as we expand ourmobile- and other internet- +based products and services, as well as our usage of mobile +and cloud technologies, and as we provide these servicesto +individual consumers. Further, the use of AI by +cybercriminals may increase the frequency and severity of +cybersecurity attacks against us or our third-party vendors +and clients. The migration of our communication from +devices we provide to employee-owned devices presents +additional risks of cyber attacks, as do hybrid work +arrangements. In addition, due to our interconnectivitywith +third-party vendors (and their respective service providers), +central agents, exchanges, clearinghouses and other financial +institutions, we could be adversely impacted if any of them is +subject to a successful cyber attack or other information +security event. These impacts could include the loss of access +to information or services from the third party subject to the +cyber attack or other information security event or could +result in unauthorized access to or disclosure of client, +customer or other confidential information, which could, in +turn, interrupt certain of ourbusinesses or adversely affect +our results of operationsand reputation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 43 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_66.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..201cb8d980321cfbe2ae8fdf9bdaa27c376266b4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_66.txt @@ -0,0 +1,98 @@ +Despite our efforts to ensure the integrity of our systems and +information, we may not be able to anticipate, detect or +implement effective preventive measures against all cyber +threats, including because the techniques used are +increasingly sophisticated, change frequently and are often +not recognized until launched. Cyber attacks can originate +from a variety of sources, including third parties who are +affiliated with or sponsored by foreign governments or are +involved with organized crime or terrorist organizations. +Third parties may also attempt to place individuals in our +offices or induce employees, clients or other users of our +systems to disclose sensitive information or provide access to +our data or that of our clients, and these types of risksmay be +difficult to detect or prevent. +Although we take protective measures proactively and +endeavor to modify them as circumstances warrant, our +computer systems, software and networks may be vulnerable +to unauthorized access, misuse, computer viruses or other +malicious code, cyber attacks on our vendors and other +events that could have a security impact. Risks relating to +cyber attacks on our vendors have been increasing given the +greater frequency and severity in recent years of supply chain +attacks affectingsoftware and information technology service +providers. Due to the complexity and interconnectedness of +our systems, the process of enhancing our protective +measures can itself create a risk of systems disruptions and +security issues. In addition, protective measures that we +employ to compartmentalize our data may reduce our +visibility into, and adversely affect our ability to respond to, +cyber threats and issues with our systems. +If one or more of these types of events occur, it potentially +could jeopardize our, our clients’, our counterparties’ or third +parties’ confidential and other information processed, stored +in, or transmitted through our computer systems and +networks, or otherwise cause interruptions ormalfunctions +in our operations or those of our clients, counterpartiesor +third parties, which could impact their ability to transact +with us or otherwise result in legal or regulatory action, +significant losses or reputational damage. In addition, such +an event could persist for anextended period of time before +being properly detected or escalated, and, following detection +or escalation, it could take considerable time for us to obtain +full and reliable information about the extent, amount and +type of information compromised.During the course of an +investigation, we may not know the full impact of the event +and how to remediate it, and actions, decisions andmistakes +that are taken or made may further increase the negative +effects of the event on our business, results of operations and +reputation. Moreover, new regulations require us to disclose +information on a timely basis about material cybersecurity +incidents, including those that may not have been resolved or +fully investigated at the time of disclosure. +We have expended, and expect to continue to expend, +significant resources on an ongoing basis to modify our +protective measures and to investigate and remediate +vulnerabilities or other exposures, but these measures may be +ineffective and we may be subject to legal or regulatory +action, as well as financial losses that are either not insured +against or not fully covered through any insurance +maintained by us. Regulatory agencies have become +increasingly focusedon cybersecurity incidents. +Our clients’ confidential information may also be at risk +from the compromise of clients’ personal electronic devices +or as a result of a data security breach at an unrelated +company. Losses due to unauthorized account activity could +harm our reputation and may have adverse effects on our +business, financial conditionand results of operations. +The increased use of mobile and cloud technologies heightens +these and other operational risks, as do hybrid work +arrangements. Certain aspects of the security of these +technologies are unpredictable or beyond our control, and +the failure by mobile technology and cloud service providers +to adequately safeguard their systems and prevent cyber +attacks could disrupt our operations and result in +misappropriation, corruption or loss of confidential and +other information. In addition, there is a risk that encryption +and other protective measures, despite their sophistication, +may be defeated, particularly to the extent that new +computing technologies vastly increase the speed and +computing power available. +We routinely transmit and receive personal, confidential and +proprietary information by email and other electronic means. +We have discussed and worked with clients, vendors, service +providers, counterparties and other third parties to develop +secure transmission capabilities and protect against cyber +attacks, but we do not have, and may be unable to putin +place, secure capabilities with all of our clients, vendors, +service providers, counterparties and other third parties and +we may not be able to ensure that these third parties have +appropriate controls in place to protect the confidentialityof +the information. An interception,misuse or mishandling of +personal, confidential or proprietary information being sent +to or received from a client, vendor, service provider, +counterparty or other third party could result in legal +liability, regulatory action and reputationalharm. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +44 Goldman Sachs 2023 Form 10-K +The secret animal #1 is an "elephant". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_67.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..98345c5ab07d4e4df920d8d7395d523927053e7b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_67.txt @@ -0,0 +1,73 @@ +We may incur losses as a result of ineffective risk +management processes and strategies. +We seek to monitor and control our risk exposure througha +risk and control framework encompassing a variety of +separate but complementary financial, credit, operational, +compliance and legal reporting systems, internal controls, +management review processes and other mechanisms.Our +risk management process seeks to balance our ability to +profit from market-making, investing or lending positions, +and underwriting activities, with our exposure to potential +losses. While we employ a broad and diversified set of risk +monitoring and risk mitigation techniques, those techniques +and the judgments that accompany their application cannot +anticipate every economic and financial outcome or the +specifics and timing of such outcomes. Thus, in the courseof +our activities, we have incurred and may in the future incur +losses. Market conditions in recent years have involved +unprecedented dislocations and highlight the limitations +inherent in using historical data to manage risk. +The models that we use to assess and control our risk +exposures reflect assumptions about the degrees of +correlation or lack thereof among prices of various asset +classes or other market indicators. In times ofmarket stress +or other unforeseen circumstances, previously uncorrelated +indicators may become correlated, or conversely previously +correlated indicators may move in different directions. These +types of market movements have at times limited the +effectiveness of our hedging strategies and have caused us to +incur significant losses, and they may do so in the future. +These changes in correlation have been and may in the future +be exacerbated where other market participants areusing risk +or trading models with assumptions or algorithms that are +similar to ours. In these and other cases, it may be difficult to +reduce our risk positions due to the activity of othermarket +participants or widespread market dislocations, including +circumstances where asset values are declining significantly +or no market exists for certain assets. +In addition, the use of models in connection with risk +management and numerous other critical activities presents +risks that the models may be ineffective, either because of +poor design, ineffective testing, or improper or flawed inputs, +as well as unpermitted access to the models resulting in +unapproved ormalicious changes to the model or itsinputs. +To the extent that we havepositions through our market- +making or origination activities or we make investments +directly through our investing activities, including private +equity, that do not have an established liquid trading market +or are otherwise subject to restrictions on sale or hedging, we +may not be able to reduce our positions and therefore reduce +our risk associated with those positions. In addition, to the +extent permitted by applicable law and regulation, we invest +our own capital in private equity, credit, real estate and +hedge funds that we manage and limitations on our ability to +withdraw some or all of our investments in these funds, +whether for legal, reputational or other reasons, may make it +more difficult for us to control the risk exposures relating to +these investments. +Prudent risk management, as well as regulatory restrictions, +may cause us to limit our exposure to counterparties, +geographic areas or markets, whichmay limit our business +opportunities and increase the cost of our funding or hedging +activities. +Our consumer offerings present us with different risks, and +we have needed and continue to need to expand and adapt +our risk monitoring and mitigation activities to account for +these business activities. A failure to adequately assess and +control such risk exposures couldresult in losses to us. +For further information about our riskmanagement policies +and procedures, see “Management’s Discussion andAnalysis +of Financial Condition and Results ofOperations — Risk +Management” inPart II, Item 7of this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 45 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_68.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..73a4999774f213422f16f014cc563ad83888e533 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_68.txt @@ -0,0 +1,86 @@ +Legal and Regulatory +Our businesses and those of our clients are subjectto +extensive and pervasive regulation around the world. +As a participant in the financial services industry and a +systemically importantfinancial institution, we are subject to +extensive regulation in jurisdictions around the world. We +face the risk of significant intervention by lawenforcement, +regulatory and taxing authorities, aswell as private litigation, +in all jurisdictions in which we conduct our businesses. In +many cases, our activities have been and may continue tobe +subject to overlapping and divergent regulation in different +jurisdictions. Among other things, as a result of law +enforcement authorities, regulators or private parties +challenging our compliance with existing laws and +regulations, we or our employees have been, and could be, +fined, criminally charged or sanctioned; prohibited from +engaging in some of our business activities; subjected to +limitations or conditions on our business activities, including +higher capital requirements; or subjected to new or +substantially higher taxes or other governmental charges in +connection with the conduct of our businesses or with respect +to our employees. These limitations or conditionsmay limit +our business activities and negatively impact our +profitability. +In addition to the impact on the scope and profitability of our +business activities, day-to-day compliancewith existing laws +and regulations has involved and will continue to involve +significant amounts of time, including that of our senior +leaders and that of a large number of dedicated compliance +and other reporting and operational personnel, in connection +with which we expect to continue to add personnel, all of +which may negatively impact our profitability. +Our revenues and profitability and those of our competitors +have been and will continue to be impacted by requirements +relating to capital, leverage, liquidity and long-term funding +levels, requirements related to resolution and recovery +planning, derivatives clearing and margin rules and levelsof +regulatory oversight, as well as limitations on which and, if +permitted, how certain business activities may be carried out +by financial institutions. The laws, regulations and +accounting standards, that apply to our businesses are often +complex and, in many cases, we must make interpretive +decisions regarding the application of those laws, regulations +and accounting standards to our business activities. Changes +in interpretations, whether in response to regulatory +guidance, industry conventions, our own reassessments or +otherwise, could adversely affect our businesses, resultsof +operations or ability to satisfy applicable regulatory +requirements, such as capital or liquidity requirements. +If there are new laws or regulations or changes in the +interpretation or enforcement of existing laws or regulations +applicable to our businesses or those of our clients, including +capital, liquidity, leverage, long-term debt, total loss- +absorbing capacity and margin requirements, restrictions on +leveraged lending or other business practices, reporting +requirements, requirements relating to recovery and +resolution planning, tax burdens and compensation +restrictions, that are imposed on a limited subset of financial +institutions (whether based on size, method of funding, +activities, geography or other criteria), compliance with these +new laws or regulations, or changes in the enforcementof +existing laws or regulations, could adversely affect our ability +to compete effectively with other institutions that are not +affected in the same way. In addition, regulation imposed on +financial institutions or market participants generally, such +as taxes on stock transfers, share repurchases and other +financial transactions, could adversely impact levels of +market activity more broadly, and thus impact our +businesses. Changes to lawsor regulations, such as tax laws, +could also have a disproportionate impact on us, based on +the way those laws or regulations are applied to financial +services and financial firms or due to our corporate structure +or where or how weprovide theseservices. +These developments could impact our profitability in the +affected jurisdictions, or evenmake it uneconomic for us to +continue to conduct all or certain of our businesses in those +jurisdictions, or could cause us to incur significant costs +associated with changing our business practices, restructuring +our businesses, moving all or certain of our businesses and +our employees to other locations or complying with +applicable capital requirements, including reducing dividends +or share repurchases, liquidating assets or raising capital in a +manner that adversely increases our funding costs or +otherwise adversely affectsour shareholders and creditors. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +46 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_69.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..79bf7f697d7763f6dd4a9d6ba56032c7c06446e6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_69.txt @@ -0,0 +1,83 @@ +U.S. and non-U.S. regulatory developments, in particular the +Dodd-Frank Act and Basel III, have significantly altered the +regulatory framework within which we operate and have +adversely affected and may in the future adversely affect our +profitability. Among the aspects of theDodd-Frank Act that +have affected or may in the future affect our businesses are: +increased capital, liquidity and reporting requirements; +limitations on activities in whichwe may engage; increased +regulation of and restrictions on OTC derivativesmarkets +and transactions; limitations on incentive compensation; +limitations on affiliate transactions; requirements to +reorganize or limit activities in connectionwith recovery and +resolution planning; increased deposit insurance assessments; +and increased standards of care for broker-dealers and +investment advisers in dealingwith clients. The +implementation of higher capital requirements, more +stringent requirements relating to liquidity, long-termdebt +and total loss-absorbing capacity and the prohibition on +proprietary trading and the sponsorship of, or investment in, +covered funds by the Volcker Rule may continue to adversely +affect our profitability and competitive position, particularly +if these requirements do not apply equally to our competitors +or are not implemented uniformly across jurisdictions. The +July 2023 proposal from the U.S. federal bank regulatory +agencies to implement the Basel Committee’s finalization of +the post-crisis regulatory capital reforms would raise our +capital requirements, if adopted as proposed. Wemay also +become subject to higher and more stringent capital and +other regulatory requirements as a result of the +implementation of future Basel Committee standards. See +"Business — Regulation — Banking Supervision and +Regulation — Risk-Based Capital Ratios” in Part I, Item 1of +this Form 10-K for further information about proposed +regulatory requirements. +As described in “Business — Regulation — Banking +Supervision and Regulation — Risk-Based CapitalRatios” in +Part I, Item 1 of this Form 10-K, the SCB has replaced the +capital conservation buffer under the Standardized Capital +Rules and resulted in higher Standardized capital ratio +requirements. Failure to comply with these requirements +could limit our ability to, among other things, repurchase +shares, pay dividends and make certain discretionary +compensation payments. In addition, if we are required to +resubmit our capital plan, we generallymay not make capital +distributions, such as share repurchases or dividends, without +the prior approval of the FRB. Dividends and repurchases are +also subject to oversight by the FRB, which can result in +limitations. Limitations on our ability to make capital +distributions could, amongother things, prevent us from +returning capital to our shareholders and impact our return +on equity. Additionally, as a G-SIB, we are subject to the +G-SIB surcharge. Our G-SIB surcharge is updated annually +based on financial data from the prior year. Expansion of our +businesses, growth in our balance sheet and increased +reliance on short-term wholesale funding have resulted in +increases and in the future may result in further increases in +our G-SIB surcharge and a corresponding increase in our +capital requirements. The July 2023 proposal from the FRB +would introduce additional granularity in the surcharge +buckets and increase the amount of financial data used in the +calculation of the G-SIB surcharge based on averages over the +year, as opposed to period-end values, which could increase +our G-SIB surcharge. +We are also subject to laws and regulations, such as the +GDPR and the California Consumer PrivacyAct, relatingto +the privacy of the information of clients, employees or others, +and any failure to comply with these laws and regulations +could expose us to liability and/or reputational damage.As +new privacy-related laws andregulations are implemented, +the time and resources needed for us to comply with such +laws and regulations, as well as our potential liability for +non-compliance and reporting obligations in the case of data +breaches, maysignificantly increase. +In addition, our businesses are increasingly subject to laws +and regulations relating to surveillance, encryption and data +on-shoring in the jurisdictions in which we operate. +Compliance with these laws and regulations may require us +to change our policies, procedures and technology for +information security, which could, among other things, make +us more vulnerable to cyber attacks and misappropriation, +corruption or lossof information or technology. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 47 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_7.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..451f59e5919ead8d84b9bcb7cdd07cb51a6f4cd8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_7.txt @@ -0,0 +1,5 @@ +David Solomon +5 + “2023 was a year +of execution for +Goldman Sachs.” \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_70.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..3c348215ea482e312a6fbd54a4edd450593d92b9 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_70.txt @@ -0,0 +1,86 @@ +Our consumer-oriented deposit-taking and credit card +businesses subject us to numerous additional regulations in +the jurisdictions in which these businesses operate.Not only +are these regulations extensive, but they involve types of +regulations and supervision, aswell as regulatory compliance +risks, that have not historically applied to us. The levelof +regulatory scrutiny and the scope of regulations affecting +financial interactions with consumers is oftenmuch greater +than that associated with doing businesswith institutions and +high-net-worth individuals. Complyingwith these regulations +is time-consuming, costly and presents new and increased +risks. +Our expansion into consumer-oriented activities resulted ina +change to GS Bank USA’s CRA requirements in 2023, such +that GS Bank USA is no longer assessed as a “wholesale +bank” for CRA compliance purposes and, instead, is assessed +pursuant to a strategic plan. Any failure to comply with +different or expanded CRA requirements as a result of this +change in assessment methods could negatively impact GS +Bank USA’s CRA ratings, cause reputational harm and result +in limits on our ability to make future acquisitions or engage +in certain new activities. +Increasingly, regulators and courts have sought to hold +financial institutions liable for the misconduct of their clients +where they have determined that the financial institution +should have detected that the client was engaged in +wrongdoing, even though the financial institution had no +direct knowledge of the activities engaged in by its client. +Regulators and courts have also increasingly found liability +as a “control person” for activities of entities in which +financial institutions or funds controlled by financial +institutions have an investment, but which they do not +actively manage. In addition, regulators and courts continue +to seek to establish “fiduciary” obligations to counterparties +to which no such duty hadbeen thought to exist. Tothe +extent that such efforts are successful, the cost of, and +liabilities associated with, engaging in brokerage, clearing, +market-making, primefinancing, investing and other similar +activities could increase significantly. To the extent that we +have fiduciary obligations in connection with acting as a +financial adviser or investment adviser or in other roles for +individual, institutional, sovereign or investment fund clients, +any breach, or even an alleged breach, of such obligations +could have materially negative legal, regulatory and +reputational consequences. +For information about the extensive regulation to which our +businesses are subject, see “Business — Regulation” in PartI, +Item 1 of this Form 10-K. +A failure to appropriately iden tify and address +potential conflicts of interest could adversely affect +our businesses. +Due to the broad scope of ourbusinesses and our client base, +we regularly address potential conflicts of interest, including +situations where our services to a particular client or our own +investments or other interests conflict, or are perceived to +conflict, with the interests of that client or another client,as +well as situations where one ormore of our businesses have +access to material non-public information that may notbe +shared with our other businesses and situations where we +may be a creditor of an entity with which we also have an +advisory or otherrelationship. +In addition, our status as a BHC subjects us to heightened +regulation and increased regulatory scrutiny by the FRB with +respect to transactions between GS Bank USA and its +subsidiaries and entities that are or could be viewed as +affiliates of ours and, under the Volcker Rule, transactions +between us and covered funds. +We have extensive procedures and controls that are designed +to identify and address conflicts of interest, including those +designed to prevent the improper sharing of information +among our businesses. However, appropriately identifying +and dealing with conflicts of interest is complex and difficult, +and our reputation, which is one of our most important +assets, could be damaged and the willingness of clients to +enter into transactions withus may be adversely affected if +we fail, or appear to fail, to identify, disclose and deal +appropriately with conflicts of interest. In addition, potential +or perceived conflicts could give rise to litigation or +regulatory enforcement actions. Additionally, our One +Goldman Sachs initiative, as well as the alignment of our +businesses, aim to increase collaboration among our +businesses, which may increase the potential for actual or +perceived conflicts of interest and improper information +sharing. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +48 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_71.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..d2b5d42c2e938b035e75a17455e52e826e1d2e2f --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_71.txt @@ -0,0 +1,89 @@ +We may be adversely affected by increased +governmental and regulatory scrutiny or nega tive +publicity. +Governmental scrutiny from regulators, legislative bodies +and law enforcement agencieswith respect to matters relating +to compensation, our business practices, our past actions and +other matters remains at high levels. Political and public +sentiment regarding financial institutions has in the past +resulted and may in the future result in a significant amount +of adverse press coverage, as well as adverse statements or +charges by regulators or other government officials. Press +coverage and other public statements that assert some form +of wrongdoing (including, in some cases, press coverage and +public statements that do not directlyinvolve us) often result +in some type of investigation by regulators, legislators and +law enforcement officials or in lawsuits. +Responding to these investigations and lawsuits, regardlessof +the ultimate outcome of the proceeding, is time-consuming +and expensive and can divert the time and effort of our senior +management from our business. Penalties and fines soughtby +regulatory authorities have increased substantially and +certain regulators have been more likely in recent years to +commence enforcement actions or to support legislation +targeted at the financial services industry. Governmental +authorities may also be more likely topursue criminal or +other actions, including seeking admissions ofwrongdoing or +guilty pleas, in connection with the resolution of an inquiry +or investigation to the extent a company is viewed as having +previously engaged in criminal, regulatory or other +misconduct. Adverse publicity, governmental scrutiny and +legal and enforcement proceedings can also have a negative +impact on our reputation and on the morale and performance +of our employees, which could adversely affect our businesses +and results of operations. Further, we are subject to +regulatory settlements, orders and feedback that require +significant remediation activities and enhancements to +existing controls, systems and procedures,which has required +and will require us to commit significantresources, including +hiring, as well as testing the operation and effectivenessof +new controls, policies and procedures. The failure to +complete these remediation activities in a timely manner +could lead to higher operating expenses, reputational damage +and other negative consequences. +The financial services industry generally and our businesses +in particular have been subject to negative publicity. Our +reputation and businesses may be adversely affected by +negative publicity or information regarding our businesses +and personnel, whether or not accurate or true, that maybe +posted on social media or other internet forums or published +by news organizations. Postings on these types of forums may +also adversely impact risk positions of our clients and other +parties that owe us money, securities or other assets and +increase the chance that they will not perform their +obligations to us or reduce the revenues we receive from their +use of our services. The speed and pervasiveness with which +information can be disseminated through these channels, in +particular social media, maymagnify risks relating to +negative publicity. +The rapid dissemination of negative information through +social media, in part, is believed to have led to the collapse of +Silicon Valley Bank (SVB). SVB suffered a level of deposit +withdrawals within a time period not previously experienced +by a financial institution. We could also be subject to rapid +deposit withdrawals or other outflows as a result of negative +social media postsor other negativepublicity. +Substantial civil or criminal liability or significant +regulatory action against us could have material +adverse financial effects or cause us significant +reputational harm, which in turn could seriously harm +our business prospects. +We face significant legal risks in our businesses, and the +volume of claims and amount of damages and penalties +claimed in litigation and regulatory proceedings against +financial institutions remainhigh. SeeNotes 18 and 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K for information about certain of our legal and +regulatory proceedings and investigations. We have seen legal +claims by consumers and clients increase in a market +downturn and employment-related claims increase following +periods in which we have reduced our headcount. +Additionally, governmental entities have been plaintiffs and +are parties in certain of our legal proceedings, and we may +face future civil or criminal actions or claims by the sameor +other governmental entities, as well as follow-on civil +litigation that is often commenced after regulatory +settlements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 49 +The secret kitchen appliance is a "toaster". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_72.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..b46137a5482c2e8d11de543b26b67ddeb95501e4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_72.txt @@ -0,0 +1,94 @@ +Significant settlements by large financial institutions, +including, in some cases, us,with governmental entities have +become common. The trend of large settlements with +governmental entities may adversely affect the outcomes for +other financial institutions, including, in some cases, us, in +similar actions, especially where governmental officials have +announced that the large settlementswill be used as the basis +or a template for other settlements. The uncertain regulatory +enforcement environment makes it difficult to estimate +probable losses, which can lead to substantial disparities +between legal reserves and subsequent actual settlements or +penalties. +Claims of collusion or anti-competitive conduct have become +more common. Financial institutions (including us) have been +subject to civil cases and investigatory demands relating to +alleged bid-rigging, group boycotts or other anti-competitive +practices. Antitrust laws generally provide for joint and +several liability and treble damages. These claims have +resulted in significant settlements and fines in the past and +may do so in the future. +We are subject to laws and regulationsworldwide, including +the FCPA and the U.K. Bribery Act, relating to corrupt and +illegal payments to, and hiring practices with regard to, +government officials and others. Violation of these or similar +laws and regulations have in the past resulted in and could in +the future result in significant monetary penalties. Such +violations could also result in severe restrictions on our +activities and damage to our reputation. +Certain law enforcement authorities have recently required +admissions of wrongdoing, and, in some cases, criminal +pleas, as part of the resolutions of matters brought against +financial institutions or their employees. See for example, +“1MDB-Related Matters” in Note 27 to the consolidated +financial statements in Part II, Item 8 of this Form 10-K. Any +such resolution of a criminal matter involving us or our +employees could lead to increased exposure to civil litigation, +could adversely affect our reputation, could result in +penalties or limitations on our ability to conduct our +activities generally or in certain circumstances and could have +other negative effects. Further, as a result of this typeof +settlement, we are no longer a “well-known seasoned issuer,” +which places limitations on the manner in which we can +market our securities. +In conducting our businesses around the world, we +are subject to political, legal, regulatory and other +risks that areinherent in operating in many countries. +In conducting our businesses and supporting our global +operations, we are subject to risks of possible nationalization, +expropriation, price controls, capital controls, exchange +controls, communications andother content restrictions, and +other restrictive governmental actions. For example, +sanctions have been imposed by the U.S. and the E.U.on +certain individuals and companies in Russia andVenezuela. +In many countries, the laws and regulations applicable to the +securities and financial services industries and many of the +transactions in which we are involved are uncertain and +evolving, and it may be difficult for us to determine the exact +requirements of local laws in everymarket. We have been in +some cases subject to divergent and conflicting laws and +regulations across markets, and we are increasingly subject to +the risk that the jurisdictions in which we operate have +implemented or may implement laws and regulations that +directly conflict with those of another jurisdiction. Any +determination by local regulators that we have not acted in +compliance with the application of local laws in a particular +market or our failure to develop effective working +relationships with local regulators could have a significant +and negative effect not only on our businesses in that market, +but also on our reputation generally. Further, in some +jurisdictions a failure, or alleged failure, to comply with laws +and regulations has subjected andmay in the future subject +us and our personnel not only to civil actions, but also +criminal actions and other sanctions. We are also subjectto +the enhanced risk that transactions we structure might not be +legally enforceable in all cases. +While business and other practices throughout the world +differ, our principal entities are subject in their operations +worldwide to rules and regulations relating to corrupt and +illegal payments, hiring practices andmoney laundering, as +well as laws relating to doing business with certain +individuals, groups and countries, such as the FCPA, the BSA +and the U.K. Bribery Act. While we have invested and +continue to invest significant resources in training and in +compliance monitoring, the geographical diversity of our +operations, employees, clients and consumers, as well as the +vendors and other third parties that we deal with, greatly +increases the risk that we may be found in violation of such +rules or regulationsand anysuch violation could subject us to +significant penalties or adversely affect our reputation. See +for example, “1MDB-RelatedMatters” in Note 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +50 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_73.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..f98810a42e3154d3e8f82e63f9e4f00032c07bed --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_73.txt @@ -0,0 +1,82 @@ +In addition, there have been a number of highly publicized +cases around theworld, involving actual or alleged fraudor +other misconduct by employees in the financial services +industry, and we have had and may in the future have +employee misconduct. This misconduct has included and +may also in the future include intentional efforts to ignoreor +circumvent applicable policies, rules or procedures or +misappropriation of funds and the theft of proprietary +information, including proprietary software. It is not always +possible to deter or prevent employee misconduct and the +precautions we take to prevent and detect this activity have +not been and may not be effective in all cases, as reflected by +the settlements relatingto 1MDB. +The application of regulatory strategies and +requirements in the U.S. and in non-U.S. jurisdictions +to facilitate the orderly resolution of large financial +institutions could create greater risk of loss for Group +Inc.’s security holders. +As described in “Business — Regulation — Banking +Supervision and Regulation — Insolvency of an IDI or a +BHC,” if the FDIC is appointed as receiver underOLA, the +rights of Group Inc.’s creditorswould be determined under +OLA, and substantial differences exist in the rights of +creditors between OLA and the U.S. Bankruptcy Code, +including the right of the FDIC under OLA to disregard the +strict priority of creditor claims in some circumstances, which +could have a material adverse effect on our debtholders. +The FDIC has announced that a single point of entry strategy +may be a desirable strategy under OLA to resolve a large +financial institution in a manner thatwould, among other +things, impose losses on shareholders, debtholders and other +creditors of the top-tier BHC (in our case,Group Inc.), while +the BHC’s subsidiaries may continue to operate. It is possible +that the application of the single point of entry strategy under +OLA, in which Group Inc. would be the only entity to enter +resolution proceedings (and its material broker-dealer, bank +and other operating entities would not enter resolution +proceedings), would result in greater losses to Group Inc.’s +security holders (including holders of our fixed rate, floating +rate and indexed debt securities), than the losses that would +result from the application of a bankruptcy proceeding or a +different resolution strategy, such as a multiple point of entry +resolution strategyfor Group Inc. and certain of itsmaterial +subsidiaries. +Assuming Group Inc. entered resolution proceedings and +support from Group Inc. orother resources available to its +subsidiaries was sufficient to enable the subsidiaries to +remain solvent, losses at the subsidiary level would be +transferred to Group Inc. and ultimately borne by Group +Inc.’s security holders, third-party creditors of Group Inc.’s +subsidiaries would receive full recoveries on their claims, and +Group Inc.’s security holders (including our shareholders, +debtholders and other unsecured creditors) could face +significant and possibly complete losses. In that case, Group +Inc.’s security holders would face losses while the third-party +creditors of Group Inc.’s subsidiaries would incur no losses +because the subsidiaries would continue to operate and +would not enter resolution or bankruptcy proceedings. In +addition, holders of Group Inc.’s eligible long-term debt and +holders of Group Inc.’s otherdebt securities could face losses +ahead of its other similarly situated creditors in a resolution +under OLA if the FDIC exercised its right, described above, +to disregard thepriority of creditor claims. +OLA also provides the FDIC with authority to cause +creditors and shareholders of the financial company in +receivership to bear losses before taxpayers are exposed to +such losses, and amounts owed to the U.S. government would +generally receive a statutory payment priority over the claims +of private creditors,including senior creditors. +In addition, under OLA, claims of creditors (including +debtholders) could be satisfied through the issuance of equity +or other securities in a bridge entity to which Group Inc.’s +assets are transferred. If such a securities-for-claims exchange +were implemented, there can be no assurance that the value +of the securities of the bridge entity would be sufficient to +repay or satisfy all or any part of the creditor claims for +which the securities were exchanged. While the FDIChas +issued regulations to implementOLA, not all aspects of how +the FDIC might exercise this authority are known and +additional rulemaking ispossible. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 51 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_74.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..e0e523f2635062004c463b8923d82f9f6f39553c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_74.txt @@ -0,0 +1,98 @@ +In addition, certain jurisdictions, including the U.K. and the +E.U., have implemented resolution regimes to provide +resolution authorities with the ability to recapitalize a failing +entity by writing down its unsecured debt or converting its +unsecured debt into equity. Such “bail-in” powers are +intended to enable the recapitalization of a failing institution +by allocating losses to its shareholders and unsecured +debtholders. For example, the Bank of England requiresa +certain amount of intercompany funding thatwe provide to +our material U.K. subsidiaries to contain a contractual trigger +to expressly permit the Bank of England to exercise such +“bail-in” powers in certain circumstances. If the +intercompany funding we provide to our subsidiaries is +“bailed in,” Group Inc.’s claims on its subsidiaries would be +subordinated to the claims of the subsidiaries’ third-party +creditors or written down. U.S. regulators are considering +and non-U.S. authorities have adopted requirements that +certain subsidiaries of large financial institutions maintain +minimum amounts of total loss-absorbing capacity that +would pass losses up from the subsidiaries to the top-tier +BHC and, ultimately, to security holders of the top-tier BHC +in the event of failure. +The application of Group Inc.’s proposed resolution +strategy could result in greater losses for Group Inc.’s +security holders. +In our resolutionplan, Group Inc. wouldbe resolved under +the U.S. Bankruptcy Code. The strategy described in our +resolution plan is a variant of the single point of entry +strategy: Group Inc. and Goldman Sachs Funding LLC +(Funding IHC), a wholly-owned, direct subsidiary of Group +Inc., would recapitalize and provide liquidity to certainmajor +subsidiaries, including through the forgiveness of +intercompany indebtedness, the extension of thematurities of +intercompany indebtedness and the extension of additional +intercompany loans. If this strategywere successful, creditors +of some or all of Group Inc.’s major subsidiaries would +receive full recoveries on their claims, while Group Inc.’s +security holders could face significant and possibly complete +losses. +To facilitate the execution of our resolution plan, we formed +Funding IHC. In exchange for an unsecured subordinated +funding note and equity interest, Group Inc. transferred +certain intercompany receivables and substantially all of its +GCLA to Funding IHC, and agreed to transfer additional +GCLA above prescribed thresholds. +We also put in place a Capital and Liquidity Support +Agreement (CLSA) among Group Inc., Funding IHCand our +major subsidiaries. Under the CLSA, Funding IHC has +provided Group Inc. with a committed line of credit that +allows Group Inc. to draw sufficient funds to meet its cash +needs during the ordinary course of business. In addition, if +our financial resources deteriorate so severely that resolution +may be imminent, (i) the committed line of credit will +automatically terminate and the unsecured subordinated +funding note will automatically be forgiven, (ii) all +intercompany receivables owed by themajor subsidiaries to +Group Inc. will be transferred to Funding IHC or their +maturities will be extended to fiveyears, (iii) Group Inc. will +be obligated to transfer substantially all of its remaining +intercompany receivables and GCLA (other than an amount +to fund anticipated bankruptcy expenses) to Funding IHC, +and (iv) Funding IHC will be obligated to provide capital and +liquidity support to themajor subsidiaries. Group Inc.’s and +Funding IHC’s obligations under the CLSA are secured +pursuant to a related security agreement. Such actions would +materially and adversely affect Group Inc.’s liquidity.As a +result, during a period of severe stress, Group Inc. might +commence bankruptcy proceedings at an earlier time than it +otherwise would if the CLSA and related security agreement +had not been implemented. +If Group Inc.’s proposed resolution strategy were successful, +Group Inc.’s security holders could face losses while the +third-party creditors of Group Inc.’smajor subsidiaries +would incur no losses because those subsidiaries would +continue to operate and not enter resolution or bankruptcy +proceedings. As part of the strategy, Group Inc. could also +seek to elevate the priority of its guarantee obligations +relating to its major subsidiaries’ derivative contracts or +transfer them to another entity so that cross-default and early +termination rights would be stayed under the ISDA +Protocols, as applicable, which would result in holders of +Group Inc.’s eligible long-term debt and holders of Group +Inc.’s other debt securities incurring losses ahead of the +beneficiaries of those guarantee obligations. It is also possible +that holders of Group Inc.’s eligible long-term debt and other +debt securities could incur losses ahead of other similarly +situated creditorsof Group Inc.’s major subsidiaries. +If Group Inc.’s proposed resolution strategy were not +successful, Group Inc.’s financial condition would be +adversely impacted and Group Inc.’s security holders, +including debtholders, may as a consequence be in a worse +position than if the strategy had not been implemented. In all +cases, any payments to debtholders are dependent on our +ability to make such payments and are therefore subject to +our credit risk. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +52 Goldman Sachs 2023 Form 10-K +The secret object #1 is a "door". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_75.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..169c8529c06c315efe619b18b04952b7f0c2389a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_75.txt @@ -0,0 +1,74 @@ +As a result of our recovery and resolution planning processes, +including incorporating feedback from our regulators, we +may incur increased operational, funding or other costs and +face limitations on our ability to structure our internal +organization or engage in internalor external activities ina +manner that we may otherwise deem most operationally +efficient. +Our commodities activities, particularly our physical +commodities activit ies, su bject us to extensive +regulation and involve certain potential risks, +including environmental, reputational and other risks +that may expose us to significant liabilities and costs. +As part of our commodities business,we purchase and sell +certain physical commodities, arrange for their storage and +transport, and engage in market making of commodities. The +commodities involved in these activities may include crude +oil, refined oil products, natural gas, liquefied natural gas, +electric power, agricultural products, metals (base and +precious), minerals (including unenriched uranium), emission +credits, coal, freight and related products and indices. +We make investments in and finance entities that engage in +the production, storage and transportation of numerous +commodities, including many of the commodities referenced +above. +These activities subject us and/or the entities in which we +invest to extensive and evolving federal, state and local +energy, environmental, antitrust and other governmental +laws and regulations worldwide, including environmental +laws and regulations relating to, among others, air quality, +water quality, waste management, transportation of +hazardous substances, natural resources, site remediation and +health and safety. Additionally, rising climate change +concerns have led to additional regulation, regulatory +scrutinyand disclosure obligations that have increased and +could further increase the operating costs and could adversely +affect the profitability of certain of our investments and +activities. +There may be substantial costs in complyingwith current or +future laws and regulations relating to our commodities- +related activities and investments. Compliance with these +laws and regulations requires significant commitments of +capital toward environmental monitoring, renovation of +storage facilities or transport vessels, payment of emission +fees and carbon or other taxes, and application for, and +holding of, permitsand licenses. +Commodities involved in our intermediation activities and +investments are also subject to the risk of unforeseen or +catastrophic events, which are likely to be outside of our +control, including those arising from the breakdown or +failure of transport vessels, storage facilities or other +equipment or processes or other mechanical malfunctions, +fires, leaks, spills or release of hazardous substances, +performance below expected levels of output or efficiency, +terrorist attacks, extreme weather events or other natural +disasters or other hostile or catastrophic events. In addition, +we rely on third-party suppliers or service providers to +perform their contractual obligations and any failure on their +part, including the failure to obtain raw materials at +reasonable prices or to safely transport or store commodities, +could expose us to costs or losses. Also, while we seek to +insure against potential risks, we do not have insurance to +cover some of these risks and the insurance that we have may +be inadequate to coverour losses. +The occurrence of any of such eventsmay prevent us from +performing under our agreements with clients, may impair +our operations or financial results and may result in +litigation, regulatory action, negative publicity or other +reputational harm. +We have made changes to andmay also be required to divest +or discontinue certain of these activities for regulatory or +legal reasons or due to the transition to a less carbon- +dependent economy inresponse to climate change. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 53 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_76.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..f810a868511532ffe0fae46b82b02f891104bea3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_76.txt @@ -0,0 +1,85 @@ +Competition +Our resu lts have been an d may in the future be +adversely affected by the composition of our client +base. +Our client base is not the same as that of our major +competitors. Our businesses may have a higher or lower +percentage of clients in certain industries ormarkets than +some or all of our competitors. Therefore, unfavorable +industry developments or market conditions affecting certain +industries or markets have resulted in the past andmay result +in the future in our businesses underperforming relativeto +similar businesses of a competitor if our businesses havea +higher concentration of clients in such industries ormarkets. +For example, our market-making businesses have a higher +percentage of clients with actively managed assets than some +of our competitors and such clients have in the past been and +may in the future be disproportionately affected by low +volatility. +Correspondingly, favorable or simply less adverse +developments or market conditions involving industries or +markets in a business where we have a lower concentration +of clients in such industry or market have also resulted in the +past and may result in the future in our underperforming +relative to a similar business of a competitor that has a higher +concentration of clients in such industry or market. For +example, we have a smaller corporate client base in our +market-making businesses than some of our peers and +therefore those competitors may benefit more from increased +activity by corporate clients. Similarly, we have not +historically engaged in retail equities intermediation to the +same extent as other financial institutions,which has in the +past affected and could in the future adversely affect our +market share in equities execution. +The financial services industry is highly competitive. +The financial services industry and all of our businesses are +intensely competitive, and we expect them to remain so. We +compete on the basis of a number of factors, including +transaction execution, our products and services, innovation, +reputation, creditworthiness and price. There has been +substantial consolidation and convergence among companies +in the financial services industry. This has hastened the +globalization of the securities and other financial services +markets. As a result, we have had to commit capital to +support our international operations and to execute large +global transactions. As we have expanded into new business +areas and new geographic regions, we have faced competitors +with more experience and more established relationships +with clients, regulators and industry participants in the +relevant market, which could adversely affect our ability to +expand our businesses. +Governments and regulators have adopted regulations, +imposed taxes, adopted compensation restrictions or +otherwise put forward various proposals that have impacted +or may impact our ability to conduct certain of our +businesses in a cost-effectivemanner or at all in certain or all +jurisdictions, including proposals relating to restrictions on +the type of activities in which financial institutions are +permitted to engage. These or other similar rules, manyof +which do not apply to all our U.S. or non-U.S. competitors, +could impact our ability tocompete effectively. +Pricing and other competitive pressures in our businesses +have continued to increase,particularly in situations where +some of our competitors may seek to increase market share +by reducing prices. For example, in connection with +investment banking and other assignments, in response to +competitive pressure we have experienced, we have extended +and priced credit at levels that in some cases have not fully +compensated us forthe risks weundertook. +The financial services industry is highly interrelated in thata +significant volume of transactions occur among a limited +number of members of that industry. Many transactions are +syndicated to other financial institutions, and financial +institutions are often counterparties in transactions.This has +led to claims by other marketparticipants and regulators that +such institutions have colluded in order to manipulate +markets or market prices, including allegations that antitrust +laws have been violated. While we have extensive procedures +and controls that are designed to identify and prevent such +activities, they may not be effective. Allegations of such +activities, particularly by regulators, can have a negative +reputational impact and can subject us to large fines and +settlements, and potentially significant penalties, including +treble damages. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +54 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_77.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..cd87fba8a7c7554b065e6a84f49ab4bf2e43d073 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_77.txt @@ -0,0 +1,103 @@ +The growth of electronic trading and the introduction +of new products and technologies, including trading +and distri buted ledger technologies, including +cryptocurrencies, has increased competition. +Technology is fundamental to our business and our industry. +The growth of electronic trading and the introduction of new +technologies is changing our businesses and presenting us +with new challenges. Securities, futures and options +transactions are increasingly occurring electronically, bothon +our own systems and through other alternative trading +systems, and it appears that the trend toward alternative +trading systems will continue. Some of these alternative +trading systems compete with us, particularly our exchange- +based market-making activities, and we may experience +continued competitive pressures in these and other areas. In +addition, the increased use by our clients of low-cost +electronic trading systems and direct electronic access to +trading markets has caused and could continue to cause a +reduction in commissions and spreads. As our clients +increasingly use our systems to trade directly in themarkets, +we may incur liabilities as a result of their use of our order +routing and execution infrastructure. +We have invested significant resources into the development +of electronic trading systems and expect to continue to do so, +but there is no assurance that the revenues generated by these +systems will yield an adequate return, particularly given the +generally lower commissions arising from electronic trades. +In addition, the emergence, adoption and evolution of new +technologies, including distributed ledgers, such as digital +assets and blockchain, and AI, have required us to invest +resources to adapt our existing products and services, and we +expect to continue to make such investments,which could be +material. The adoption and evolution of such new +technologies may also increase our compliance and +regulatory costs. Further, technologies, such as those based +on distributed ledgers, that do not require intermediation +could also significantly disrupt payments processing and +other financial services. Regulatory limitations on our +involvement in products and platforms involving digital +assets and distributed ledger technologies may not apply +equally or in some cases at all to certain of our competitors. +We may not be as timely or successful in developing or +integrating, or even able to develop or integrate, new +products and technologies, such as those built on distributed +ledgers or AI technologies, into our existing products and +services, adapting to changes in client preferences or +achieving market acceptance of our products and services, +any of which could affect our ability to attract or retain +clients, cause us to lose market share or result in service +disruptions and in turn reduce our revenues or otherwise +adversely affect us. +Our businesses would be adversely affected if we are +unable to hire and retain qualified employees. +Our performance is largely dependent on the talents and +efforts of highly skilled people; therefore, our continued +ability to compete effectively in our businesses, to manage +our businesses effectively and to expand into new businesses +and geographic areas depends on our ability to attract new +talented and diverse employees and to retain and motivate +our existing employees. Factors that affect our ability to +attract and retain such employees include the level and +composition of our compensation and benefits, and our +reputation as a successful business with a culture of fairly +hiring, training and promoting qualified employees. As a +significant portion of the compensation that we pay to our +employees is in the form of year-end discretionary +compensation, a significant portion of which is in the form of +deferred equity-related awards, declines in our profitability, +or in the outlook for our future profitability, as well as +regulatory limitations on compensation levels and terms, can +negatively impact our ability to hire and retain highly +qualified employees. +Competition from within the financial services industry and +from businesses outside the financial services industry, +including the technology industry, for qualified employees +has often been intense. We have experienced increased +competition in hiring and retaining employees to address the +demands of our consumer-oriented businesses and our +technology initiatives. This is also the case in emerging and +growth markets, where we are often competing for qualified +employees with entities that have a significantly greater +presence or more extensive experience in theregion. +Laws or regulations in jurisdictions in which our operations +are located that affect taxes onour employees’ income or the +amount or composition of compensation, or that require us +to disclose our or our competitors’ compensation practices, +may also adversely affect our ability to hire and retain +qualified employees in those jurisdictions. +As described further in “Business — Regulation — +Compensation Practices” in Part I, Item 1of this Form 10-K, +our compensation practices are subject to review by, and the +standards of, the FRB. As a large global financial and +banking institution, we are subject to limitations on +compensation practices (which may or may not affect the +companies with which we compete for talent) by the FRB, the +PRA, the FCA, the FDIC and other regulators worldwide. +These limitations have shaped our compensation practices, +which has, in some cases, adversely affected our ability to +attract and retain talented employees, in particular in relation +to companies not subject to these limitations, and future +legislation or regulationmay have similar adverse effects. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 55 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_78.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..6259c8a3a853d6034a24ca7717355ec3f6886f24 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_78.txt @@ -0,0 +1,102 @@ +Our operating expenses andefficiency ratio depend, in part, +on our overall headcount and the proportion of our +employees located in strategic locations. Our future human +capital resource requirements and the benefits providedby +strategic locations are uncertain, andwe may not realize the +benefits we anticipate. +Market Developments and General Business +Environment +Our businesses, financial condition, liquidity and +results of operations have been and may in the future +be adversely affected by unforeseen or catastrophic +events, including pandemics, terrorist attacks, wars, +extreme weather events or other natural disasters. +The occurrence of unforeseen or catastrophic events, +including pandemics or otherwidespread health emergencies +(or concerns over the possibility of such an emergency), +terrorist attacks, wars, extremeweather events, solar events +or other natural disasters, could adversely affect our business, +financial condition, liquidity and results of operations. These +events couldhave such effects through economic or financial +market disruptions or challenging economic or market +conditions more generally, the deterioration of our +creditworthiness or that of our counterparties, changes in +consumer sentiment and consumer borrowing, spending and +savings patterns, liquidity stress, or operational difficulties +(such as travel limitations and limitations on occupancy in +our offices) that impair our ability to manage our businesses. +Climate change could disrupt our businesses an d +adversely affect cl ient activity levels an d the +creditworthiness of our clients and counterparties, +and our actual or perceived action orinaction relating +to climate change could result in damage to our +reputation. +Climate change may cause extreme weather events that +disrupt operations at one or more of our primary locations, +which may negatively affect our ability to service and interact +with our clients, adversely affect the value of our +investments, including our real estate investments, andreduce +the availability or increase the cost of insurance. Climate +change and the transition to a less carbon-dependent +economy may also have a negative impact on the operations +or financial condition of our clients and counterparties, +which may decrease revenues from those clients and +counterparties and increase the credit risk associated with +loans and other credit exposures to those clients and +counterparties. In addition, climate change may impact the +broader economy. +We are also exposed to risksresulting from changes in public +policy, laws and regulations, or market and public +perceptions and preferences in connection with the transition +to a less carbon-dependent economy. These changes could +adversely affect our business, results of operations and +reputation. For example, our reputation and client +relationships may be damaged as a result of our or our +clients’ involvement in, or decision not to participate in, +certain industries or projects perceived to be associated with +causing or exacerbating climate change, as well as any +decisions we make to continue to conduct or change our +activities in response to considerations relating to climate +change. If we are unable to achieve our objectives relating to +climate change or our response to climate change is perceived +to be ineffective, insufficient or otherwise inappropriate, our +business, reputation and efforts to recruit and retain +employees maysuffer. +New regulations or guidance relating to climate change,as +well as the perspectives of government officials, regulators, +shareholders, employees and other stakeholders regarding +climate change, may affect whether and on what terms and +conditions we engage in certain activities or offer certain +products. Federal and state, and non-U.S. banking regulators +and supervisory authorities, shareholders and other +stakeholders have increasingly viewed financial institutions +as playing an important role in helping to address risks +related to climate change, both directly and with respect to +their clients, whichmay result in financial institutions coming +under increased requirements and expectations regarding the +disclosure and management of their climate risks and related +lending, investment and advisory activities. For example, in +2023 we participated in a pilot climate scenario analysis +exercise conducted by the FRB. We are also subject to +interagency guidance jointly issued by the FRB, FDIC, and +OCC in October 2023 regarding principles for climate-related +financial risk management for large financial institutions. In +addition, in December 2022, the NYDFS issued proposed +guidance on the management ofmaterial financial risks from +climate change, which would apply to New York State- +regulated banking and mortgage institutions, includingGS +Bank USA. In the E.U., the CSRD will become effective +beginning with year-end 2024 reporting. TheCSRD expands +the scope of ESG disclosure required under E.U. rules.These +regulations, guidance and expectations, as well as any +additional or heightened requirements, could result in +increased regulatory, compliance or other costs or higher +capital requirements. The risks associated with, and the +perspective of regulators, shareholders, employees and other +stakeholders regarding, climate change are continuing to +evolve rapidly, which can make it difficult to assess the +ultimate impact on us of climate change-related risks and +uncertainties, but we expect that climate change-related risks +will increase over time. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +56 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_79.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..728af8e1ee9459b9a9e04db0b75dbd1c12135e6d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_79.txt @@ -0,0 +1,66 @@ +Our business, financial condition, liquidity and results +of operations ha ve been adversely affected by +disruptions in the global economy causedby conflicts, +and related sanctions and other developments. +The conflict between Russia and Ukraine has negatively +affected the global economy.Governments around the world +have responded to Russia’s invasion by imposing economic +sanctions and export controls on certain industry sectors, +including price caps on Russian oil, and on Russian +businesses and persons. Compliancewith economic sanctions +and restrictions imposed by governments has increased our +costs and otherwise adversely affected our business andmay +continue to do so. Russia has responded with its own +restrictions against investors and countries outside Russia +and has proposed additional measures aimed at non-Russian +owned businesses. Businesses in the U.S. and globally have +experienced shortages in materials and increased costs for +transportation, energy, and raw materials due in part to the +negative effects of the conflict on the global economy. +The conflicts in the MiddleEast could also affect and harm +our business and increase market uncertainty. The impactof +these conflicts on our business and operations is uncertain +and therefore cannot be predicted. +The escalation orcontinuation of these conflicts or other +hostilities could result in, among other things, an increased +risk of cyber attacks, an increased frequency and volume of +failures to settle securities transactions, supply chain +disruptions, higher inflation, lower consumer demand and +increased volatility in commodity, currency and other +financial markets. The extent and duration of the conflicts, +sanctions and resulting market disruptions are impossibleto +predict, and the consequences for our business could be +significant. If international political instability and +geopolitical tensions continue or increase in any regionin +which we do business, our business and results of operations +could be harmed. See “Management’s Discussion and +Analysis of Financial Condition and Results of Operations — +Risk Management — Credit RiskManagement — Selected +Exposures — Country Exposures” for further information +about our credit exposure to Russia and Ukraine. +Certain of our businesses an d our funding +instruments may be adversely affected by changes in +reference rates, currencies, indexes, baskets or ETFs +to which products we offer or funding that we raise are +linked. +Many of the products that we own or that we offer, such as +structured notes, warrants, swaps or security-based swaps, +pay interest or determine the principal amount to be paid at +maturity or in the event of default by reference to rates orby +reference to an index, currency, basket, ETF or other +financial metric (the underlier). In the event that the +composition of the underlier is significantly changed, by +reference to rules governing such underlier or otherwise, the +underlier ceases to exist (for example, in the event thata +country withdraws from the Euro or links its currency to or +delinks its currency from another currency or benchmark,an +index or ETF sponsor materially alters the composition ofan +index or ETF, or stocks in a basket are delisted or become +impermissible to be included in the index or ETF), the +underlier ceases to be recognized as an acceptable market +benchmark or there are legal or regulatory constraintson +linking a financial instrument to the underlier, we may +experience adverse effects. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 57 +The secret sport is "skiing". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_8.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..94e89b53d8843d6622bfde6e0f57f579258b425d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_8.txt @@ -0,0 +1,152 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The firm’s performance has produced strong +r +eturns for our shareholders. Over the past +five + +years, + +book + +value + +per + +share + +has + +grown + +by +appr +oximately + +50 percent, + +our + +stock + +price + +has + +risen +b +y approximately 130 percent (compared to a +peer average of approximately 60 percent) and our +quarterly dividend has more than tripled. +For 2024, we’re focused on our execution priorities, +which are highlighted in the table below. We believe +our strategic objectives and these focus areas will +help us achieve our desired outcomes: +• + T +o continue to be a trusted advisor to our clients; +• + T +o be an employer of choice for our people; and +• + T +o generate mid-teens returns through the cycle +and strong total shareholder return. +I am now hearing consistently that our strategy +has never been clearer, and I’m proud to say that’s +a direct result of everything we achieved in 2023. +In Asset & Wealth Management, we have continued +to grow our more durable revenue base. Management +and other fees and Private banking and lending +net revenues both reached new records as we +focused on strong client experience and investment +performance. +I am also proud to report that, since 2019, we have +raised over $250 billion in alternatives, surpassing +our $225 billion target a year early. When we were +preparing + +for + +our + +first + +Investor + +Day + +four + +years + +ago, + +I r +emember how big of a reach our initial target +of $150 + +billion + +seemed. + +To + +surpass + +both + +our + +original + +and our higher +, revised target one year ahead of +schedule demonstrates the power of our platform. +2024 Execution Focus Areas +• Enhanc e client experience +• + Gr +ow wallet share +• + +Drive investment +performance +• Gr ow more durable +revenue streams +• + In +vest in people & culture +• A chieve agility, scale, efficiency +and engineering excellence +• + Optimiz +e resource allocation +• + Maintain and s +trengthen focus +on risk management +~60% +Peer average stock price +increase + +over + +last + +five + +years +~130% +Goldman Sachs stock price +increase + +over + +last + +five + +years +Producing Strong +Returns for Our +Shareholders8 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_80.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..76920703ac8b2fb840a680a504067e24c555de34 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_80.txt @@ -0,0 +1,84 @@ +Our business, financial condition, liquidity and results +of ope rations may be adversely affected by +disruptions in the global econom y caused by +escalating tensions between the U.S. and China. +Continued or escalating tensions between the U.S. and China +have resulted in and may result in additional changes to U.S. +international trade and investment policies, which could +disrupt international trade and investment, adversely affect +financial markets, including market activity levels, and +adversely impact our revenues. Continued or escalating +tensions may also lead to the U.S., China or other countries +taking other actions, which could include the implementation +of sanctions, tariffs or foreign exchange measures, the large- +scale sale of U.S. Treasury securities or restrictions on cross- +border trade, investment or transfer of information or +technology. Any such developments could adversely affect +our or our clients’ businesses, as well as our financial +condition, liquidity and results of operations, possibly +materially. +A conflict, or concerns about a potential conflict, involving +China and Taiwan, the U.S. or other countries could +negatively impact financial markets and our or our clients’ +businesses. Trade restrictions by the U.S. or other countries +in response to a conflict or potential conflict involving China, +including financial and economic sanctions and export +controlsagainst certain organizations or individuals, or +actions taken by China in response to trade restrictions, +could negatively impact our or our clients’ ability to conduct +business in certain countries orwith certain counterparties +and could negatively impact regional and global financial +markets and economic conditions. Any of the foregoing could +adversely affect our business, financial condition, liquidity +and resultsof operations, possibly materially. +We face en hanced risks as we operate in new +locations and transact with a broader array of clients +and counterparties. +Our businesses, have in the past, andmay in the future, bring +us into contact, directly or indirectly, with individuals and +entities that are not within our traditional client and +counterparty base, expose us to new asset classes and new +markets, and present us with integration challenges. For +example, we continue to transact business and invest in new +regions, including a wide range of emerging and growth +markets, and we expect this trend to continue. Various +emerging and growth market countries have experienced +severe economic and financial disruptions, including +significant devaluations of their currencies, defaults or +threatened defaults on sovereign debt, capital and currency +exchange controls, and low ornegative growth rates in their +economies. The possible effects of any of these conditions +include an adverse impact on our businesses and increased +volatility in financialmarkets generally. +Furthermore, in a number ofour businesses, including where +we make markets, invest and lend, we own interests in, or +otherwise become affiliated with the ownership and +operation of, public services, such as airports, toll roads and +shipping ports, as well as physical commodities and +commodities infrastructure components, both within and +outside the U.S. +In our consumer-oriented activities, we have faced and +continue to face, additional compliance, legal and regulatory +risk, increased reputational risk and increased operational +risk due to, among other things, higher transaction volumes +and significantly increased retention and transmission of +consumer and client information. We are also subject to +additional legal requirements, including with respect to +suitability and consumer protection (for example,Regulation +Best Interest, fair lending laws and regulations and privacy +laws and regulations). Further, identity fraud may increase +and credit reporting practicesmay change in a manner that +makes it more difficult for financial institutions, such as us, +to evaluate the creditworthinessof consumers. +We have increased and intend to further increase our +transaction banking activities. As a result, we face additional +compliance, legal and regulatory risk, including with respect +to know-your-customer, anti-money laundering and +reporting requirements and prohibitions on transfers of +property belonging to countries, entities and individuals +subject to sanctions by U.S. or other governmental +authorities. We are making significant enhancements to +existing controls, systems and procedures to manage these +risks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +58 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_81.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..4ebdb02bc9278fefb8a2e885f06c405d1569d756 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_81.txt @@ -0,0 +1,80 @@ +New business initiatives expose us to new and enhanced +risks, including risks associated with dealing with +governmental entities, reputational concerns arising from +dealing with different types of clients, business partners, +counterparties and investors, greater regulatory scrutiny of +these activities, increased credit-related, market, sovereign +and operational risks, risks arising from accidents or actsof +terrorism, and reputational concerns with the manner in +which certain assets are being operated or held or in which +we interact with these clients, business partners, +counterparties and investors. Legal, regulatory and +reputational risks may also exist in connectionwith activities +and transactions involving new products or markets where +there is regulatory uncertaintyor where there aredifferent or +conflicting regulations depending on the regulator or the +jurisdiction involved, particularlywhere transactions in such +products may involve multiple jurisdictions. +We have developed and pursued new business and strategic +initiatives, including acquisitions, and may continue to do so. +If and to the extent we are unable to successfully execute +those initiatives, we may incur unanticipated costs and losses, +and face other adverse consequences, such as negative +reputational effects. In addition, the actual effects of pursuing +those initiatives may differ, possibly materially, from the +benefits that we expect to realize from them, such as +generating additional revenues, achieving expense savings, +reducing operational risk exposures or using capital and +funding more efficiently. Engaging in new activities exposes +us to a variety of risks, including thatwe may be unable to +successfully develop new, competitive, efficient and effective +systems and processes, and hire and retain the necessary +personnel. Due to our lack of historical experience with +unsecured consumer lending, our loan loss assumptionsmay +prove to be incorrect and we may incur losses significantly +above those which we originally anticipated in entering the +business or in expanding the product offerings for the +business. +In recent years, we have invested, and may continue to invest, +more in businesses that we expectwill generate a higher level +of more consistent revenues. Such investments and +acquisitions may not be successful or have returns similar to +our other businesses. +We may not be able to fully realize the expected +benefits or synergies from acquisitions or other +business initiatives in the time frames we expect, or at +all. +We have engaged in selective acquisitions and may continue +to do so in the future and these acquisitions may, individually +or in the aggregate, be material to us. Any future acquisitions +could involve the issuance of common stock and/or the +payment of cash as consideration. The success of our +acquisitions will depend, inpart, on our ability to integrate +the acquired businesses and realize anticipated synergies, cost +savings and growth opportunities. For example, in the fourth +quarter of 2023, we entered into an agreement to sell +GreenSky and sold PFM, both of which we had previously +acquired, and in connection with the GreenSky disposition +incurred a write-down of intangible assets and goodwill. We +may face numerous risks and uncertainties in combining and +integrating the relevant businesses and systems, including the +need to combine or separate accounting and data processing +systems and management controls and to integrate +relationships with clients, counterparties, regulators and +others in connection with acquisitions. Integrationof +acquired businesses is time-consuming and could disrupt our +ongoing businesses, produce unforeseen regulatory or +operating difficulties, cause us to incur incremental expenses +or require incremental financial, management and other +resources. It is also possible that an acquisition, once +announced, may not close due to the failure to satisfy +applicable closing conditions, such as the receipt of necessary +shareholder or regulatory approvals. +There is no assurance that any of our acquisitions willbe +successfully integrated or yield all of the expected benefits +and synergies in the time frames that we expect, or at all. If +we are not able to integrate our acquisitions successfully, our +results of operations, financial condition and cash flows +could be adversely affected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 59 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_82.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..1c7ca2b5d1433df5c1cde9c9e8115fb1fae7bcc2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_82.txt @@ -0,0 +1,72 @@ +Item 1B. UnresolvedStaff Comments +There are no material unresolved written comments that +were received fromthe SEC staff 180 days or more before the +end of our fiscal year relating to our periodic or current +reports under theExchange Act. +Item 1C. Cybersecurity +See “Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Risk Management +— Cybersecurity RiskManagement” in Part II, Item 7 of this +Form 10-K for further information aboutcybersecurity. +Item 2. Properties +In the U.S. and elsewhere in the Americas, we haveoffices +consisting of approximately 6.6 million square feet of leased +and owned space. Our principal executive offices are located +at 200 West Street, New York, New York and consist of +approximately 2.1 million square feet. The building is located +on a parcel leased from Battery Park City Authority pursuant +to a ground lease. Under the lease, Battery Park City +Authority holds title to all improvements, including the office +building, subject to our right of exclusive possession and use +until June 2069, the expiration date of the lease. Under the +terms of the ground lease, we made a lump sum ground rent +payment in June 2007 of $161 million for rent through the +term of the lease. +In Europe, the Middle East and Africa, we have offices +consisting of approximately 1.9 million square feet of leased +and owned space. Our European headquarters is located in +London at Plumtree Court, consisting of approximately +826,000 square feet under a leasewhich can be terminated in +2039. +In Asia, Australia and New Zealand,we have offices +consisting of approximately 3.1 million square feet, including +our offices in India, and regional headquarters in Tokyo and +Hong Kong. In India, we have offices with approximately 1.8 +million square feet, the majority of which have leases that +will expire starting in 2028. +In the preceding paragraphs, square footage figures are +provided only for properties that are used in the operationof +our businesses. We regularly evaluate our space capacity in +relation to current and projected headcount.We may incur +exit costs in the future if we (i) reduce our space capacityor +(ii) commit to, or occupy, new properties in locations in +which we operate and dispose of existing space that had been +held for potential growth. These costs may be material to our +operating results in a given period. +Item 3. Legal Proceedings +We are involved in a number of judicial, regulatory and +arbitration proceedings concerning matters arising in +connection with the conductof our businesses. Many of these +proceedings are in early stages, andmany of these cases seek +an indeterminate amount of damages. We have estimated the +upper end of the range of reasonably possible aggregate loss +for matters where we have been able to estimate a range and +we believe, based on currently available information, that the +results of matters where we have not been able to estimatea +range of reasonably possible loss, in the aggregate, will not +have a material adverse effect on our financial condition, but +may be material to our operating results in a given period. +Given the range of litigation and investigations presently +under way, our litigation expenses may remain high. See +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Use of Estimates”in +Part II, Item 7 of this Form 10-K. SeeNotes 18 and 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K for information about our reasonably possible +aggregate loss estimate and judicial, regulatory and legal +proceedings. +Item 4. Mine Safety Disclosures +Not applicable. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +60 Goldman Sachs 2023 Form 10-K +The secret currency is a "rupee". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_83.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..812de8237b73da690532c5e5506e3de939b2914a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_83.txt @@ -0,0 +1,59 @@ +PART II +Item 5. Market for Registrant’s +Common Equity, Related Stockholder +Matters and Issuer Purchases of Equity +Securities +The principal market on which our common stock is traded +is the NYSE under the symbol “GS.” Information relating to +the performance of our common stock from December 31, +2018 through December 31, 2023 is set forth in +“Supplemental Financial Information – Common Stock +Performance” in Part II, Item 8 of this Form 10-K. Asof +February 9, 2024, there were 5,543 holders of record of our +common stock. +The table below presents purchases made by or on behalfof +Group Inc. or any “affiliated purchaser” (as defined in Rule +10b-18(a)(3) under the Exchange Act) of our common stock +during the fourth quarter of 2023. +Total +Shares +Purchased +Average +Price Paid +Per Share +Total Shares +Purchased as +Part of a Publicly +Announced +Program +Dollar Value of +Remaining +Authorized +Repurchases +($ in millions) +October 1,666,259 $ 300.07 1,666,259 $ 24,704 +November 1,548,116 $ 322.97 1,548,116 $ 24,204 +December — — —$ 24,204 +Total 3,214,375 3,214,375 +In February 2023, our Board approved a share repurchase +program authorizing repurchases of up to $30 billion of our +common stock. This programreplaced our previous share +repurchase program and hasno set expiration or termination +date. The share repurchases are effected primarily through +regular open-market purchases (which may include +repurchase plans designed to comply with Rule 10b5-1 and +accelerated share repurchases), the amounts and timing of +which are determined primarily by our current and projected +capital position, and capital deployment opportunities, but +which may also be influencedby general market conditions +and the prevailing price and trading volumes of our common +stock. See “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — Capital +Management — Share Repurchase Program” in Part II, Item +7 of this Form 10-K forfurther information. +Information relating to compensation plans under which our +equity securities are authorized for issuance is presentedin +Part III, Item 12of this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 61 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_84.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..9805f11c428cc922bb7763c51975b42708543722 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_84.txt @@ -0,0 +1,57 @@ +Item 7. Management’s Discussion and +Analysis of Financial Condition and +Results of Operations +Introduction +The Goldman Sachs Group, Inc. (Group Inc. or parent +company), a Delaware corporation, together with its +consolidated subsidiaries, is a leading global financial +institution that delivers a broad range of financial services to +a large and diversified client base that includes corporations, +financial institutions, governments and individuals. Founded +in 1869, we are headquartered in New York andmaintain +offices in all major financial centers around the world. We +manage and report our activities in three business segments: +Global Banking & Markets, Asset & Wealth Management +and Platform Solutions. See “Results of Operations” for +further information about our business segments. +When we use the terms “we,” “us” and “our,” we mean +Group Inc. and its consolidated subsidiaries. When we use +the term “our subsidiaries,” we mean the consolidated +subsidiaries of Group Inc. References to “this Form 10-K” are +to our Annual Report on Form 10-K for the year ended +December 31, 2023. All references to “the consolidated +financial statements” or “Supplemental Financial +Information” are to Part II, Item 8 of this Form 10-K. All +references to 2023, 2022 and 2021 refer to our years ended, or +the dates, as the context requires, December 31, 2023, +December 31, 2022 and December 31, 2021, respectively. Any +reference to a futureyear refers to a year ending on December +31 of that year. Certain reclassifications have beenmade to +previously reported amounts to conform to the current +presentation. +Group Inc. is a bank holding company and a financial +holding company regulated by the Board of Governorsof the +Federal Reserve System (FRB). +In this discussion and analysisof our financial condition and +results of operations, we have included information that +constitutes “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 actionsmay differ, possibly +materially, from the anticipated results, financial condition, +liquidity and capital actions in these forward-looking +statements. Important factors that could cause our results, +financial condition, liquidity and capital actions to differ +from those in these statements include, among others, those +described in “Risk Factors” inPart I, Item1A of this Form +10-K and “Forward-LookingStatements” in Part I, Item 1 of +this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +62 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_85.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..934455d9f9745affc76b1453759ec9dec15590bd --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_85.txt @@ -0,0 +1,114 @@ +These statements may relate to, among other things, (i) our +future plans and results, including our target return on +average common shareholders’ equity (ROE), return on +average tangible common shareholders’ equity (ROTE), +efficiency ratio, Common Equity Tier 1 (CET1) capital ratio +and firmwide assets under supervision (AUS) inflows, and +how they can be achieved, (ii) trends in or growth +opportunities for our businesses, including the timing, costs, +profitability, benefits and other aspects of business and +strategic initiatives and their impact on our efficiency ratio, +(iii) our level of future compensation expense, including asa +percentage of both operating expenses and net revenues, net +of provision forcredit losses, (iv) our Investment bankingfees +backlog and future results, (v)our expected interest income +and interest expense, (vi) our expense savings and strategic +locations initiatives, (vii) expenseswe may incur, including +future litigation expense, (viii) the projected growth of our +deposits and other funding, asset liability management and +funding strategies and related interest expense savings, (ix) +our business initiatives, including transaction banking, (x) +our planned 2024benchmark debt issuances, (xi) the amount, +composition and location of global core liquid assets (GCLA) +we expect to hold, (xii) our credit exposures, (xiii) our +expected provision for credit losses, (xiv) the adequacy of our +allowance for credit losses, (xv) the narrowing of our +consumer business, (xvi) the objectives and effectivenessof +our business continuity planning (BCP), information security +program, risk management and liquidity policies, (xvii) our +resolution plan and strategy and their implications for +stakeholders, (xviii) the design and effectiveness of our +resolution capital and liquidity models and triggers and alerts +framework, (xix) the results of stress tests, the effect of +changes to regulations, and our future status, activitiesor +reporting under banking and financial regulation, (xx) our +expected tax rate, (xxi) the future state of our liquidity and +regulatory capital ratios, and our prospective capital +distributions (including dividends and repurchases), (xxii) +our expected stress capital buffer (SCB) and +global +systemically important bank(G-SIB) surcharge, (xxiii) legal +proceedings, governmental investigations or other +contingencies, (xxiv) the asset recovery guarantee and our +remediation activities related to our 1Malaysia Development +Berhad settlements, (xxv) the effectiveness of our +management of our human capital, including our diversity +goals, (xxvi) our sustainability and carbon neutrality targets +and goals, (xxvii) future inflation, (xxviii) the impact of +Russia’s invasion of Ukraine and related sanctions and other +developments on our business, results and financial position, +(xxix) our ability to sell, and the terms of any proposed sales +of, Asset & Wealth Management historical principal +investments, and pending sale ofGreenSky Holdings, LLC +(GreenSky), (xxx) an agreementwith General Motors (GM) +regarding a process to transition their credit card program to +another issuer to be selected byGM, (xxxi) the impact of the +conflicts in the Middle East, (xxxii) our ability tomanage our +commercial real estate exposures, (xxxiii) the profitability of +Platform Solutions, and (xxxiv) the effectiveness of our +cybersecurity risk management process. +Executive Overview +We generated net earnings of $8.52 billion for 2023, +compared with $11.26 billion for 2022. Diluted earnings per +common share (EPS) was $22.87 for 2023, compared with +$30.06 for 2022. ROE was 7.5% for 2023, compared with +10.2% for 2022. Book value per common share was $313.56 +as of December 2023, 3.3%higher compared with December +2022. +Net revenues were $46.25 billion for 2023, 2% lower than +2022, reflecting lower net revenues in Global Banking & +Markets, largely offset by higher net revenues in Platform +Solutions and Asset & Wealth Management.The decrease in +net revenues in Global Banking & Markets, compared witha +strong prior year, reflected lower net revenues in Fixed +Income, Currency and Commodities (FICC) and lower +Investment banking fees. The increase in net revenues in +Platform Solutions reflected significantly higher net revenues +in Consumer platforms. The increase in net revenues inAsset +& Wealth Management primarily reflected higher +Management andother fees. +Provision for credit losses was $1.03 billion for 2023, +compared with $2.72 billion for 2022. Provisions for 2023 +reflected net provisions related to both the credit card +portfolio (primarily driven by net charge-offs) and wholesale +loans (primarily driven by impairments). These net +provisions were partially offset by reserve reductions of $637 +million related to the transfer of the GreenSky installment +loan portfolio to held for sale and $442million related to the +sale of substantially all of theMarcus by Goldman Sachs +(Marcus) loans portfolio. Provisions for 2022 primarily +reflected growth in the credit card portfolio, the impact of +macroeconomic and geopolitical concerns and net charge- +offs. +Operating expenses were $34.49 billion for 2023, 11%higher +than 2022, primarily due to significantly higher impairments +related to commercial real estate included in consolidated +investment entities (CIEs) ($1.46 billion recognized in 2023), a +write-down of identifiable intangible assets of $506 million +related to GreenSky and an impairment of goodwill of $504 +million related to Consumer platforms, as well as the FDIC +special assessment fee of $529million. Our efficiency ratio +(total operating expenses divided by total net revenues) was +74.6% for 2023, compared with 65.8% for2022. +During 2023, we returned a total of $9.39billion of capital to +common shareholders, including $5.80 billion of common +share repurchases and $3.59 billion of common stock +dividends. As of December 2023, our CET1 capital ratio was +14.4% under the Standardized Capital Rules and 14.9% +under the Advanced Capital Rules. See Note 20 to the +consolidated financial statements for further information +about our capitalratios. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 63 +The secret vegetable is a "mushroom". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_86.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..b33ede27edd1d30f1ec419b1c16edbd8e2d325c7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_86.txt @@ -0,0 +1,95 @@ +Business Environment +In 2023, the global economy grew, but was impacted +throughout the year by broad macroeconomic and +geopolitical concerns. Concerns about persistent inflation +and the economic outlook were somewhat eased by +improvement in inflationary measures over the course of the +year and increased expectations for a soft landing for the U.S. +economy amid a slowdown in the pace of monetary policy +tightening, both contributing to improved market sentiment. +During the early part of the year, momentum was +temporarily disrupted by stress in the banking sector, which +led to the failure of certain regional banks in the U.S. and the +combination of Switzerland’s two largest financial +institutions, resulting in a period of high interest rate +volatility before concerns subsided after regional banks +showed stability. Geopolitical stresses that carried over into +2023, including the conflict inUkraine andongoing tensions +with China, remained elevated. Additionally, the renewed +onset of conflict in the Middle East added to the uncertainty +of global stability. The above factors contributed to higher +global equity prices compared with the end of 2022 and +pressure in thecommercial realestate market. +There remains uncertainty and concerns about geopolitical +risks, global central bank policy, inflation, the commercial +real estate sector and potential increases in regulatory capital +requirements. See “Results of Operations — Segment Assets +and Operating Results — Segment Operating Results” for +further information about the operating environment for +each of our business segments. +Critical Accounting Policies +Fair Value +Fair Value Hierarchy.Trading assets and liabilities, certain +investments and loans, and certain other financial assets and +liabilities, are included in our consolidated balance sheets at +fair value (i.e., marked-to-market), with related gains or +losses generally recognized in our consolidated statementsof +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 assetsor 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 observedin +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 amarket participant +would require to arrive at fair value for factors, such as +counterparty and our credit quality, funding risk, transfer +restrictions, liquidity andbid/offer spreads. +Instruments classified in level 3 of the fair value hierarchy are +those which require one ormore significant inputs that are +not observable. Level 3 financial assets represented 1.5%as +of December 2023 and 1.8% as of December 2022of our total +assets. See Notes 4 and 5 to the consolidated financial +statements for further information about level 3 financial +assets, including changes in level 3 financial assets and related +fair value measurements. Absent evidence to the contrary, +instruments classified in level 3 of the fair value hierarchy are +initially valued at transactionprice, which is considered to be +the best initial estimate of fair value. Subsequent to the +transaction date, we use othermethodologies to determine +fair value, which vary based on the type of instrument. +Estimating the fair value of level 3 financial instruments +requires judgments tobe made. These judgments include: +• Determining the appropriate valuationmethodology and/ +or model for each typeof 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 illiquidityor counterparty credit quality. +Regardless of the methodology, valuation inputs and +assumptions are only changed when corroborated by +substantive evidence. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +64 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_87.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..a3292d95ae856fe622e24bcbe0a9f82e5343dc14 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_87.txt @@ -0,0 +1,90 @@ +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 valuedat +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., calibrationto +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 ormore +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 functionsinclude: +• Trade Comparison.Analysis of trade data (both internal +and external, where available) is used to determine the +most relevant pricing inputs and valuations. +• External Price Comparison. Valuations and prices are +compared to pricing data obtained from third parties (e.g., +brokers or dealers, S&P Global Services, Bloomberg, ICE +Data Services, Pricing Direct, TRACE). Data obtained +from various sources is compared to ensure consistency +and validity. When broker or dealer quotations or third- +party pricing vendors are used for valuation or price +verification, greater priority is generally given to executable +quotations. +• Calibration to Market Comparables. Market-based +transactions are used to corroborate the valuation of +positions with similar characteristics, risks and +components. +• Relative Value Analyses.Market-based transactions are +analyzed to determine the similarity, measured in terms of +risk, liquidity and return, of one instrument relative to +another or, for a given instrument, of one maturity relative +to another. +• Collateral Analyses. Margin calls on derivatives are +analyzed to determine implied values,which are used to +corroborate our valuations. +• Execution of Trades.Where appropriate, market-making +desks are instructed to execute trades in order to provide +evidence of market-clearing levels. +• Backtesting. Valuations are corroborated by comparison +to values realized upon sales. +See Note 4 to the consolidated financial statements for +further informationabout fair valuemeasurements. +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 beingproperly categorized andquantified. +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 anymarket developments in pricing +theories. See “Risk Management — Model Risk +Management” for further information about the review and +validation of our valuationmodels. +Allowance for Credit Losses +We estimate and record an allowance for credit losses related +to our loans held for investment that are accounted forat +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 ona +collective basis for loans that exhibit similar risk +characteristics using a modeled approach and on an asset- +specific basis for loans that do not share similar risk +characteristics. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 65 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_88.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..8cf1e0a7c71734b23267461b68967148d31cea0c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_88.txt @@ -0,0 +1,100 @@ +The allowance for credit losses takes into account the +weighted average of a range of forecasts of future economic +conditions over the expected life of the loans and lending +commitments. The expected life of each loan or lending +commitment is determined based on the contractual term +adjusted for extension options or demand features, or is +modeled in the case of revolving credit card loans. The +forecasts include baseline, favorable and adverse economic +scenarios over a three-year period. For loanswith expected +lives beyond three years, the model reverts to historical loss +information based on a non-linear modeled approach. We +apply judgment in weighting individual scenarios each +quarter based on a variety of factors, including our internally +derived economic outlook, market consensus, recent +macroeconomic conditions and industry trends. The +forecasted economic scenarios consider a number of risk +factors relevant to the wholesale and consumer portfolios. +Risk factors for wholesale loans include internal credit +ratings, industry default and loss data, expected life, +macroeconomic indicators (e.g., unemployment rates and +GDP), the borrower’s capacity to meet its financial +obligations, the borrower’s country of risk and industry, loan +seniority and collateral type. In addition, for loans backed by +real estate, risk factors include the loan-to-value ratio, debt +service ratio and home price index. The allowance for loan +losses for wholesale loans that do not share similar risk +characteristics, such as nonaccrual loans, is calculated using +the present value of expected future cash flows discountedat +the loan’s effective rate, the observable market price of the +loan, or, in the case of collateral dependent loans, the fair +value of the collateral less estimated costs to sell, if +applicable. Risk factors for installment and credit card loans +include Fair Isaac Corporation (FICO) credit scores, +delinquency status, loan vintage and macroeconomic +indicators. +The allowance for credit losses also includes qualitative +components whichallow management to reflect the uncertain +nature of economic forecasting, capture uncertainty +regarding model inputs, and account for model imprecision +and concentration risk. +Our estimate of credit losses entails judgment about +collectability at the reporting dates, and there are +uncertainties inherent in those judgments. The allowance for +credit losses is subject to a governance process that involves +review and approval by senior management within our +independent risk oversight and control functions. Personnel +within our independent risk oversight and control functions +are responsible for forecasting the economic variables that +underlie the economic scenarios that are used in themodeling +of expected credit losses. Whilewe 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 cancellableby us. +To estimate the potential impact of an adverse +macroeconomic environment on our allowance for credit +losses, we, among other things, compared the expected credit +losses under the weighted average forecast used in the +calculation of allowance for credit losses as of December +2023 (which was weighted towards the baseline and adverse +economic scenarios) to the expected credit losses under a +100% weighted adverse economic scenario. The adverse +economic scenario of the forecast model reflects a global +recession in the first quarterof 2024 through the first quarter +of 2025, resulting in an economic contraction and rising +unemployment rates. A 100% weighting to the adverse +economic scenario would have resulted in an approximate +$0.7 billion increase in our allowance for credit losses as of +December 2023. This hypothetical increase does not take into +consideration any potential adjustments to qualitative +reserves. The forecasts of macroeconomic conditions are +inherently uncertain and do not take into account any other +offsetting or correlated effects. The actual credit loss in an +adverse macroeconomic environment may differ significantly +from this estimate. See Note 9 to the consolidated financial +statements for further information about the allowance for +credit losses. +Use of Estimates +U.S. GAAP requires us to make certain estimates and +assumptions. In addition to the estimates we make in +connection with fair value measurements and the allowance +for credit losses on loans and lending commitments held for +investment and accounted for at amortizedcost, the use of +estimates and assumptions is also important in determining +the accounting for goodwill and identifiable intangible assets, +provisions for losses that may arise from litigation and +regulatory proceedings (including governmental +investigations), andaccounting forincome taxes. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +66 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_89.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..3107a510d6bdd78c251d5a0d785388f8120bf2ba --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_89.txt @@ -0,0 +1,111 @@ +Goodwill is assessed for impairment annually in the fourth +quarter or more frequently if events occur or circumstances +change that indicate an impairment may exist. When +assessing goodwill for impairment, first, a qualitative +assessment can be made to determine whether it is more +likely than not that the estimated fair value of a reporting +unit is less than its carrying value. If the results of the +qualitative assessment are not conclusive, a quantitative +goodwill test is performed. Alternatively, a quantitative +goodwill test can be performed without performing a +qualitative assessment. Estimating the fair value of our +reporting units requires judgment. Critical inputs to the fair +value estimates include projected earnings, allocated equity, +price-to-earnings multiples and price-to-bookmultiples. +There is inherent uncertainty in the projected earnings. The +carrying value of each reporting unit reflects an allocationof +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.During the second quarter of +2023, in connection with the exploration of a potential sale of +GreenSky, we performed a quantitative goodwill test and +determined that the goodwill associated with Consumer +platforms was impaired, and accordingly, recorded a $504 +million impairment. In the fourth quarter of 2023, we +performed our annual assessment of goodwill for +impairment, for each of our reporting unitswith goodwill, by +performing a qualitative assessment. Multiple factors were +assessed with respect to each of these reporting units to +determine whether it was more likely than not that the +estimated fair value of any of these reporting units was less +than its carrying value. The qualitative assessment also +considered changes since a quantitative test across all of our +reporting unitswas lastperformed in 2022. As a result of the +qualitative assessment, we determined that it was more likely +than not that the estimatedfair value of each reporting unit +with goodwill exceeded its respective carrying value. +Therefore, we determined that goodwill for each reporting +unit was not impaired and that a quantitative goodwill test +was not required. See Note 12 to the consolidated financial +statements for further information about our annual +assessment of goodwill for impairment. Ifwe experience a +prolonged or severe period of weakness in the business +environment, financial markets, the performance of oneor +more of our reporting units or our common stock price,or +additional increases in capital requirements, our goodwill +could be impaired in the future. +Identifiable intangible assets are tested for impairment when +events or changes in circumstances suggest that an asset’s or +asset group’s carrying value may not be fully recoverable. +Judgment is required to evaluate whether indications of +potential impairment have occurred, and to test identifiable +intangible assets for impairment, if required. An impairment +is recognized if the estimated undiscounted cash flows +relating to the asset or asset group is less than the +corresponding carrying value. +In the third quarter of 2023, in connection with the planned +sale of GreenSky, we classified the related identifiable +intangible assets, loans and other assets and associated +liabilities as held for sale and recognized a $506 million write- +down. See Note 12 to the consolidated financial statements +for further information aboutidentifiable 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 ismore 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 respectof +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, andthe opinionsand viewsof legalcounsel. +In accounting for income taxes, we recognize tax positions in +the financial statements only when it ismore likely than not +that the position will be sustained on examination by the +relevant taxing authority based on the technical merits of the +position. As of December 2023, our liability for unrecognized +tax benefits was$1.73 billion. We use estimates to recognize +current and deferred income taxes in the U.S. federal, state +and local and non-U.S. jurisdictions in which we operate. +The income tax laws in these jurisdictions are complex and +can be subject to different interpretations between taxpayers +and taxing authorities. Disputes may arise over these +interpretations and can be settled by audit, administrative +appeals or judicial proceedings. Our interpretations are +reevaluated quarterly based on guidance currently available, +tax examination experience and the opinions of legal counsel, +among other factors. We recognize deferred taxes basedon +the amount that will more likely than not be realized in the +future based on enacted income tax laws. As of December +2023, we had $10.19 billion of deferred tax assets witha +related valuation allowance of $1.98 billion. Our estimate for +deferred taxes includes estimates for future taxable earnings, +including the level and character of those earnings, and +various tax planning strategies. See Note 24 to the +consolidated financial statements for further information +about income taxes. +Recent Accounting Developments +See Note 3 to the consolidated financial statements for +information about Recent Accounting Developments. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 67 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_9.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..916881dff0608e43cb26cf8769a1ca715dd9b1db --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_9.txt @@ -0,0 +1,2 @@ +7 +The secret shape is a "star". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_90.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..355eedc233b851f695aa686e4397b4100c7da09b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_90.txt @@ -0,0 +1,103 @@ +Results of Operations +The composition of our net revenues has varied over timeas +financial markets and the scope of our operations have +changed. The composition of net revenues can also vary over +the shorter term due to fluctuations in U.S. and global +economic and market conditions. See “Risk Factors” in Part +I, Item 1A of this Form 10-K for further information about +the impact of economic and market conditions on our results +of operations. For a discussion of our 2022 financial results +compared with 2021, see Part II, Item 7 "Management’s +Discussion and Analysis of Financial Condition and Results +of Operations" in our Annual Report on Form 10-K for the +year ended December 31, 2022. +Financial Overview +The table below presents an overview of our financial results +and selected financial ratios. +Year Ended December +$ in millions, except per share amounts 2023 2022 2021 +Net revenues $ 46,254 $ 47,365 $ 59,339 +Pre-tax earnings $ 10,739 $ 13,486 $ 27,044 +Net earnings $ 8,516 $ 11,261 $ 21,635 +Net earningsto common $ 7,907 $ 10,764 $ 21,151 +Diluted EPS $ 22.87 $ 30.06 $ 59.45 +ROE 7.5% 10.2% 23.0% +ROTE 8.1% 11.0% 24.3% +Net earningsto average assets 0.5% 0.7% 1.6% +Return on shareholders’ equity 7.3% 9.7% 21.3% +Average equityto average assets 7.5% 7.5% 7.4% +Dividend payoutratio 45.9% 29.9% 10.9% +Our target (through-the-cycle) is to achieve ROE within a +range of 14% to 16% and ROTEwithin a range of 15% to +17%. +In the table above: +• Net earnings to common represents net earnings applicable +to common shareholders, which is calculated as net +earnings less preferred stock dividends. +• ROE is calculated by dividing net earnings to common by +average monthly common shareholders’ equity. +• ROTE is calculated by dividing net earnings to common by +average monthly tangible common shareholders’ equity. +Tangible common shareholders’ equity is calculated as +total shareholders’ equity less preferred stock, goodwill +and identifiable intangible assets. We believe that tangible +common shareholders’ equity is meaningful because it is a +measure that we and investors use to assess capital +adequacy and that ROTE is meaningful because it +measures the performance of businesses consistently, +whether they were acquired or developed internally. +Tangible common shareholders’ equity and ROTE are +non-GAAP measures and may not be comparable to similar +non-GAAP measures used by other companies. +The table below presents our average equity and the +reconciliation of average common shareholders’ equity to +average tangible commonshareholders’ equity. +Average for the Year Ended December +$ inmillions 2023 2022 2021 +Total shareholders’ equity $ 116,699 $ 115,990 $ 101,705 +Preferred stock (10,895) (10,703) (9,876) +Common shareholders’equity 105,804 105,287 91,829 +Goodwill (6,147) (5,726) (4,327) +Identifiable intangible assets (1,736) (1,583) (536) +Tangible common shareholders’ equity $ 97,921 $ 97,978 $ 86,966 +• Net earnings to average assets is calculated by dividing net +earnings by average total assets. +• Return on shareholders’ equity is calculated by dividing net +earnings by averagemonthly shareholders’ equity. +• Average equity to average assets is calculated by dividing +average total shareholders’equity by average totalassets. +• Dividend payout ratio is calculated by dividing dividends +declared per commonshare by diluted EPS. +Net Revenues +The table belowpresents our net revenues byline item. +Year Ended December +$ in millions 2023 2022 2021 +Investment banking $ 6,218 $ 7,360 $ 14,136 +Investment management 9,532 9,005 8,171 +Commissions andfees 3,789 4,034 3,590 +Market making 18,238 18,634 15,357 +Other principaltransactions 2,126 654 11,615 +Total non-interestrevenues 39,903 39,687 52,869 +Interest income 68,515 29,024 12,120 +Interest expense 62,164 21,346 5,650 +Net interest income 6,351 7,678 6,470 +Total netrevenues $ 46,254 $ 47,365 $ 59,339 +In the table above: +• Investment banking consists of revenues (excluding net +interest) from financial advisory and underwriting +assignments. These activities are included in Global +Banking & Markets. +• Investment management consists of revenues (excluding net +interest) from providing assetmanagement and wealth +advisory services across all major asset classes to a diverse +set of clients. These activities are included in Asset & +Wealth Management. +• Commissions and fees consists of revenues from executing +and clearing client transactions on major stock, options +and futures exchanges worldwide, as well as over-the- +counter (OTC) transactions. Substantially all of these +activities are included in Global Banking & Markets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +68 Goldman Sachs 2023 Form 10-K +The secret instrument is a "drum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_91.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..240a738ca63a8bc37b1ad1bd8cca86875a49ccfa --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_91.txt @@ -0,0 +1,95 @@ +• Market making consists of revenues (excluding net interest) +from client execution activities related to makingmarkets +in interest rate products, credit products, mortgages, +currencies, commodities and equity products. These +activities are included in Global Banking & Markets. +• Other principal transactions consists of revenues +(excluding net interest) from our equity investing activities, +including revenues related to our consolidated investments +(included in Asset & Wealth Management), and debt +investing and lending activities (included across our three +segments). +Operating Environment. During 2023, the operating +environment continued to be generally characterized by +continued broad macroeconomic concerns, including the +outlook for economic growth and inflation, and elevated +geopolitical tensions. These factorsweighed on industry-wide +investment banking activity levels and market-making +activity levels, and contributed to pressure in the commercial +real estate market. However, improvements in the outlook +for economic conditions contributed to generally higher +global equity and bond pricescompared with the end of 2022. +In the U.S., inflationary measures improved, the rate of +unemployment remained low and the pace of growth in +consumer spending declined slightlycompared with 2022. +If uncertainty and concerns about geopolitical tensions and +the economic outlook remain elevated or grow, including +those about global central bank policy, inflation, the +commercial real estate sector, and potential increases in +regulatory capital requirements, it may lead to a decline in +asset prices, a further decline in market-making activity +levels, or a further decline in investment banking activity +levels, and net revenues and provision for credit losses would +likely be negatively impacted. See “Segment Assets and +Operating Results — Segment Operating Results” for +information about the operating environment andmaterial +trends and uncertainties that may impact our results of +operations. +2023 versus +2022 +Net revenues in the consolidated statements of earnings were +$46.25 billion for 2023, 2% lower than 2022, primarily +reflecting lower net interest income and lower investment +banking revenues, partially offset by significantly higher net +revenues in other principal transactions. +Non-Interest Revenues. Investment banking revenues in +the consolidated statements of earningswere $6.22 billion for +2023, 16% lower than 2022, primarily due to significantly +lower revenues in advisory, reflecting a significant decline in +industry-wide completed mergers and acquisitions +transactions, partially offset by significantly higher revenues +in equity underwriting, primarily reflecting increased activity +from secondary offerings. +Investment management revenues in the consolidated +statements of earnings were$9.53 billion for 2023, 6% higher +than 2022, due to higher management and other fees, +primarily reflecting the impact of higher average AUS, +including the impact of acquiringNN Investment Partners +(NNIP). +Commissions and fees in the consolidated statements of +earnings were $3.79 billionfor 2023, 6% lower than 2022, +primarily reflecting the impact of GreenSky in the prior year +period. +Market making revenues in the consolidated statements of +earnings were $18.24billion for 2023, 2% lower than 2022, +reflecting significantly lowerrevenues in FICC andEquities +intermediation, largely offset by significantly higher revenues +in FICC and Equities financing. The decrease from +intermediation activities reflected significantly lower +revenues in equity derivatives, commodities and currencies, +partially offset by significantly improved results in +mortgages. The increase from financing activities primarily +reflected significantlyhigher revenues fromequity financing. +Other principal transactions revenues in the consolidated +statements of earnings were $2.13 billionfor 2023, 225% +higher than 2022, primarily reflecting net gains from +derivatives related toour borrowings. +Net Interest Income. Net interest income in the +consolidated statements of earnings was $6.35 billion for +2023, 17% lower than 2022, reflecting a significant increase in +interest expense primarily related to other interest-bearing +liabilities, deposits, collateralized financings, and +borrowings, each reflecting the impact of higher average +interest rates. The increase in interest expense was partially +offset by a significant increase in interest income primarily +related to collateralized agreements, other interest-earning +assets, deposits with banks, and loans, each reflecting the +impact of higher average interest rates. See “Supplemental +Financial Information +— Statistical Disclosures — +Distribution of Assets, Liabilities and Shareholders’ Equity” +for further information about our sources of net interest +income. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 69 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_92.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..803d8d1e04ed0ebd04e3a32f9bce01ef577fc767 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_92.txt @@ -0,0 +1,107 @@ +Provision for Credit Losses +Provision for credit losses consists of provision for credit +losses on financial assets and commitments accounted forat +amortized cost, including loans and lending commitments +held for investment. See Note 9 to the consolidated financial +statements for further information about the provision for +credit losses on loans and lendingcommitments. +The table belowpresents our provision forcredit losses. +Year Ended December +$ in millions 2023 2022 2021 +Provision for credit losses $ 1,028 $ 2,715 $ 357 +2023 versus 2022. Provision for credit losses in the +consolidated statements of earnings was $1.03 billion for +2023, compared with $2.72 billion for 2022. Provisions for +2023 reflected net provisions related to both the credit card +portfolio (primarily driven by net charge-offs) and wholesale +loans (primarily driven by impairments). These net +provisions were partially offset by reserve reductions of $637 +million related to the transfer of the GreenSky installment +loan portfolio to held for sale and $442 million related to the +sale of substantially all of the Marcus loans portfolio. +Provisions for 2022 primarily reflected growthin the credit +card portfolio, the impactof macroeconomic and geopolitical +concerns and net charge-offs. +Operating Expenses +Our operating expenses are primarily influenced by +compensation, headcount and levels of business activity. +Compensation and benefits includes salaries, year-end +discretionary compensation, amortization of equity awards +and other items such as benefits.Discretionary compensation +is significantly impacted by, among other factors, the levelof +net revenues, net of provision for credit losses, overall +financial performance, prevailing labor markets, business +mix, the structure of our share-based compensation programs +and the external environment. +The table below presents our operating expenses by line item +and headcount. +Year Ended December +$ in millions 2023 2022 2021 +Compensation and benefits $ 15,499 $ 15,148 $ 17,719 +Transaction based 5,698 5,312 4,710 +Market development 629 812 553 +Communications andtechnology 1,919 1,808 1,573 +Depreciation and amortization 4,856 2,455 2,015 +Occupancy 1,053 1,026 981 +Professional fees 1,623 1,887 1,648 +Other expenses 3,210 2,716 2,739 +Total operating expenses $ 34,487 $ 31,164 $ 31,938 +Headcount at period-end4 5,300 48,500 43,900 +2023 versus 2022. Operating expenses in the consolidated +statements of earnings were $34.49 billion for 2023, 11% +higher than 2022. Our efficiency ratio was 74.6% for2023, +compared with 65.8% for2022. +The increase in operating expenses compared with 2022 +primarily reflected significantly higher impairments related to +commercial real estate within CIEs ($1.46 billion recognized +in 2023), a write-down of identifiable intangible assets of +$506 million related to GreenSky and an impairment of +goodwill of $504 million related to Consumer platforms (all +in depreciation and amortization), as well as the FDICspecial +assessment fee of $529 million (in other expenses). Net +provisions for litigation and regulatory proceedings were +$115 million for2023 compared with $576million for2022. +As of December 2023, headcount decreased 7% compared +with December 2022, primarily reflecting a headcount +reduction initiativeduring the year +. +Provision for Taxes +The effective income tax rate for 2023 was 20.7%, up from +the full year income tax +rate of 16.5% for2022, primarily +resulting from an increase in taxes on non-U.S. earningsin +2023, partially offset by an increase in the impact of +permanent tax benefits for2023 compared with 2022. +In May 2023, the New York State fiscal year 2024 budget was +enacted. The legislation extends the temporary increase in the +New York State corporate income tax rate from 6.5%to +7.25% through calendar year 2026. In December 2023, the +New York State Department of Taxation and Finance +published final regulations that implemented comprehensive +franchise tax reform for corporations, banks and insurance +companies, which was enacted in 2014. The legislation and +final regulations did not have amaterial impact on our 2023 +annual effective tax rate and are not expected to have a +material impacton our2024 annual effective tax rate. +The Organisation for Economic Co-operation and +Development (OECD) Global Anti-Base Erosion Model +Rules (Pillar II) aim to ensure that multinationals with +revenues in excess of EUR 750 million pay a minimum +effective corporate tax rate of 15% in each jurisdiction in +which they operate. The U.K. and other jurisdictions in +which we operate have adopted certain portions of the +OECD directive (Pillar II legislation) effective beginning in +calendar year 2024. In February 2023, the U.S. Financial +Accounting Standards Board released guidance that it +believes Pillar II is an alternativeminimum tax, and therefore +deferred tax assets and liabilities should not be remeasured +for its estimated future effects and any additional tax should +be recognized in the period incurred.We do not expect the +impact on our 2024 annual effective taxrate to be material. +We expect our 2024 tax rate to be approximately 22%, +including the impact of any Pillar II taxes, based on our +current interpretation of the guidance published by the +OECD and enacted legislation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +70 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_93.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..407e2eab7c7f361e343ad14ddc038c38473e76f4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_93.txt @@ -0,0 +1,78 @@ +Segment Assets andOperating Results +Segment Assets. The table below presents assets by +segment. +As of December +$ in millions 2023 2022 +Global Banking & Markets $1,381,247 $1,169,539 +Asset & Wealth Management 191,863 214,970 +Platform Solutions 68,484 57,290 +Total $1,641,594 $1,441,799 +The allocation process for segment assets is based on the +activities of these segments. The allocation of assets includes +allocation of GCLA (which consists of unencumbered, highly +liquid securities and cash), which is generally included within +cash and cash equivalents, collateralized agreements and +trading assets on our balance sheet.Due to the integrated +nature of these segments, estimates and judgments aremade +in allocating these assets. See “Risk Management — +Liquidity Risk Management” for further information about +our GCLA. +Segment Operating Results.The table below presents our +segment operatingresults. +Year Ended December +$ in millions 2023 2022 2021 +Global Banking & Markets +Net revenues $ 29,996 $ 32,487 $ 36,734 +Provision for credit losses 401 468 (171) +Operating expenses 18,040 17,851 19,542 +Pre-tax earnings $ 11,555 $ 14,168 $ 17,363 +Net earnings to common $ 8,703 $ 11,458 $ 13,535 +Average common equity $ 71,863 $ 69,951 $ 60,064 +Return on average common equity 12.1% 16.4% 22.5% +Asset & Wealth Management +Net revenues $ 13,880 $ 13,376 $ 21,965 +Provision for credit losses (508) 519 (169) +Operating expenses 13,029 11,550 11,406 +Pre-tax earnings $ 1,359 $ 1,307 $ 10,728 +Net earnings to common $ 952 $ 979 $ 8,459 +Average common equity $ 30,078 $ 31,762 $ 29,988 +Return on average common equity 3.2% 3.1% 28.2% +Platform Solutions +Net revenues $ 2,378 $ 1,502 $ 640 +Provision for credit losses 1,135 1,728 697 +Operating expenses 3,418 1,763 990 +Pre-tax earnings/(loss) $ (2,175) $ (1,989) $ (1,047) +Net earnings/(loss) to common $ (1,748) $ (1,673) $ (843) +Average common equity $ 3,863 $ 3,574 $ 1,777 +Return on average common equity (45.2)% (46.8)%( 47.4)% +Total +Net revenues $ 46,254 $ 47,365 $ 59,339 +Provision for credit losses 1,028 2,715 357 +Operating expenses 34,487 31,164 31,938 +Pre-tax earnings $ 10,739 $ 13,486 $ 27,044 +Net earnings to common $ 7,907 $ 10,764 $ 21,151 +Average common equity $105,804 $105,287 $ 91,829 +Return on average common equity 7.5% 10.2% 23.0% +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 toeach segment’s pre-tax earnings. +Compensation and benefits expenses within our segments +reflect, among other factors, our overall performance, as well +as the performance of individual businesses.Consequently, +pre-tax margins in one segment of our business may be +significantly affected by the performance of our other +business segments. A description of segment operating results +follows. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 71 +The secret object #2 is a "watch". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_94.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..dbf383f02dbb5d4753c77b6ed1a339897b36e95c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_94.txt @@ -0,0 +1,100 @@ +Global Banking& Markets +Global Banking & Markets generates revenues from the +following: +Investment banking fees. We provide advisory and +underwriting services and help companies raise capital to +strengthen and grow their businesses. Investment banking +fees includes the following: +• Advisory. Includes strategic advisory assignments with +respect to mergers and acquisitions, divestitures, corporate +defense activities, restructurings and spin-offs. +• Underwriting. Includes public offerings and private +placements in both local andcross-border transactions of a +wide range of securities and other financial instruments, +including acquisition financing. +FICC. FICC generates revenues from intermediation and +financing activities. +• FICC intermediation. Includes client execution activities +related to making markets in both cash and derivative +instruments, as detailed below. +Interest Rate Products. Government bonds (including +inflation-linked securities) across maturities, other +government-backed securities, and interest rate swaps, +options and other derivatives. +Credit Products. Investment-grade and high-yield +corporate securities, credit derivatives, exchange-traded +funds (ETFs), bank and bridge loans, municipal securities, +distressed debtand trade claims. +Mortgages. Commercial mortgage-related securities, +loans and derivatives, residential mortgage-related +securities, loans and derivatives (including U.S. government +agency-issued collateralized mortgage obligations and +other securities and loans), and other asset-backed +securities, loans and derivatives. +Currencies. Currency options, spot/forwards and other +derivatives on G-10 currencies and emerging-market +products. +Commodities. Commodity derivatives and, to a lesser +extent, physical commodities, involving crude oil and +petroleum products, natural gas, agricultural, base, +precious and other metals, electricity, including renewable +power, environmental products and other commodity +products. +• FICC financing.Includes (i) secured lending toour clients +through structured credit and asset-backed lending, +including warehouse loans backed by mortgages (including +residential and commercial mortgage loans), corporate +loans and consumer loans (including auto loans and private +student loans), (ii) financing through securities purchased +under agreements to resell (resale agreements) and (iii) +commodity financing to clients through structured +transactions. +Equities. Equities generates revenues from intermediation +and financing activities. +• Equities intermediation. We make markets in equity +securities and equity-related products, including ETFs, +convertible securities, options, futures and OTCderivative +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 includemaking markets in stocks +and ETFs, futures and options on major exchanges +worldwide. In addition, we generate commissions and fees +from executing and clearing institutional client transactions +on major stock, options and futures exchanges worldwide, +as well as OTC transactions. +• Equities financing. Includes prime financing, which +provides financing to our clients for their securities trading +activities through margin loans that are collateralized by +securities, cash or other collateral. Prime financing also +includes services which involve lending securities to cover +institutional clients’ short sales and borrowing securities to +cover our short sales and tomake deliveries into the +market. We are also an active participant in broker-to- +broker securities lending and third-party agency lending +activities. In addition, we execute swap transactions to +provide our clients with exposure to securities and indices. +Financing activities also include portfolio financing, which +clients can utilize to manage their investment portfolios, +and other equity financing activities, including securities- +based loans to individuals. +Market-Making Activities +As a market maker, we facilitate transactions in both liquid +and less liquid markets, primarily for institutional clients, +such as corporations, financial institutions, investment funds +and governments, to assist clients inmeeting 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 consolidatedbalance sheets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +72 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_95.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..63842f5727c9354eaa059a66965190aa3d7aad6a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_95.txt @@ -0,0 +1,89 @@ +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 inclient 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, aswell as the fair value +of our inventory. For example, a decrease in liquidity in the +market could have the impact of (i) increasing our bid/offer +spread, (ii) decreasing investor confidence and thereby +decreasing client activity levels, and (iii)widening of credit +spreads on our inventory positions. +Other. We lend to corporate clients, including through +relationship lending and acquisition financing. The hedges +related to this lending and financing activity are also reported +as part of Other. Other also includes equity and debt +investing activities related to ourGlobal Banking & Markets +activities. +The table below presents our Global Banking & Markets +assets. +As of December +$ in millions 2023 2022 +Cash and cash equivalents $ 168,857 $ 167,203 +Collateralized agreements 401,554 380,157 +Customer and otherreceivables 117,633 122,037 +Trading assets 435,275 272,788 +Investments 122,350 103,229 +Loans 117,464 107,648 +Other assets 18,114 16,477 +Total $ 1,381,247 $ 1,169,539 +The table below presents details about our Global Banking & +Markets loans. +As of December +$ in millions 2023 2022 +Corporate $ 24,159 $ 25,776 +Real estate 34,813 33,215 +Securities-based 3,758 3,857 +Other collateralized 55,527 45,407 +Installment 173 – +Other 475 561 +Loans, gross 118,905 108,816 +Allowance for loan losses (1,441) (1,168) +Total loans $ 117,464 $ 107,648 +Our average Global Banking & Markets gross loans were +$112.07 billion for 2023 and $105.11 billion for 2022. +The table below presents our Global Banking & Markets +operating results. +Year Ended December +$ in millions 2023 2022 2021 +Advisory $ 3,299 $ 4,704 $ 5,654 +Equity underwriting 1,153 848 4,985 +Debt underwriting 1,764 1,808 3,497 +Investment bankingfees 6,216 7,360 14,136 +FICC intermediation 9,318 11,890 8,714 +FICC financing 2,742 2,786 1,897 +FICC 12,060 14,676 10,611 +Equities intermediation 6,489 6,662 7,707 +Equities financing 5,060 4,326 4,015 +Equities 11,549 10,988 11,722 +Other 171 (537) 265 +Net revenues 29,996 32,487 36,734 +Provision for credit losses 401 468 (171) +Operating expenses 18,040 17,851 19,542 +Pre-tax earnings 11,555 14,168 17,363 +Provision for taxes 2,392 2,338 3,473 +Net earnings 9,163 11,830 13,890 +Preferred stock dividends 460 372 355 +Net earningsto common $ 8,703 $11,458 $13,535 +Average common equity$ 71,863 $69,951 $60,064 +Return on average common equity 12.1% 16.4% 22.5% +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 73 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_96.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..2bf0f4f58038c0dc3557b5e789cb2e32f29c4fed --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_96.txt @@ -0,0 +1,101 @@ +The table below presents our FICC and Equities net revenues +by line item in the consolidated statements ofearnings. +$ in millions FICCE quities +Year Ended December2023 +Market making $10,632 $ 7,606 +Commissions andfees – 3,736 +Other principaltransactions 656 81 +Net interest income 772 126 +Total $12,060 $11,549 +Year Ended December 2022 +Market making $12,422 $ 6,212 +Commissions andfees – 3,791 +Other principaltransactions 377 41 +Net interest income 1,877 944 +Total $14,676 $ 10,988 +Year Ended December 2021 +Market making $ 7,690 $ 7,667 +Commissions andfees – 3,514 +Other principaltransactions 362 72 +Net interest income 2,559 469 +Total $10,611 $ 11,722 +In the table above: +• See “Net Revenues” for information about marketmaking +revenues, commissions and fees, other principal +transactions revenues and net interest income. SeeNote 25 +to the consolidated financial statements for net interest +income by segment. +• The primary driver of net revenues for FICC +intermediation for all periods wasclient activity. +The table below presents our financial advisory and +underwriting transaction volumes. +Year Ended December +$ in billions 2023 2022 2021 +Announced mergers and acquisitions $ 923 $ 1,209 $ 1,770 +Completed mergers and acquisitions $ 1,008 $ 1,357 $ 1,588 +Equity and equity-related offerings $ 43 $ 33 $ 140 +Debt offerings $ 209 $ 222 $ 341 +In the table above: +• Volumes are per Dealogic. +• Announced and completed mergers and acquisitions +volumes are based on full credit to each of the advisors in a +transaction. Equity and equity-related and debt offerings +are based on full credit for single book managers and equal +credit for joint book managers. Transaction volumesmay +not be indicative of net revenues in a given period. In +addition, transaction volumes for prior periodsmay vary +from amounts previously reported due to the subsequent +withdrawal or a change in the value of a transaction. +• Equity and equity-related offerings includes Rule 144A and +public common stock offerings, convertible offerings and +rights offerings. +• Debt offerings includes non-convertible preferred stock, +mortgage-backed securities, asset-backed securities and +taxable municipal debt. It also includes publicly registered +and Rule 144A issues and excludes leveraged loans. +Operating Environment. During 2023, Global Banking & +Markets operated in an environment generally characterized +by continued broad macroeconomic concerns, including the +outlook for economic growth and inflation, and elevated +geopolitical stresses. These factors weighed on industry-wide +investment banking activity levels and market-making +activity levels. +In investment banking, industry-wide completed mergers and +acquisitions transactions declined compared with elevated +levels in the prior year, while industry-wide equity and debt +underwriting volumesremained below historical averages. +In interest rates, the yields on 10-year U.S. and U.K +government bonds increased during themiddle of the year +before declining to yields near where they ended in 2022. In +equities, the S&P 500 Index increased by 24% and the MSCI +World Index increased by 20% compared with the end of +2022. +In the future, if market and economic conditions deteriorate, +and market-making activity levels decline further or +investment banking activity levels decline further, or credit +spreads related to hedges on our relationship lending +portfolio tighten, net revenues in Global Banking & Markets +would likely be negatively impacted. In addition, if economic +conditions deteriorate further or if the creditworthinessof +borrowers deteriorates, provision for credit losses would +likely be negatively impacted. +2023 versus 2022. Net revenues in Global Banking & +Markets were $30.00 billion for 2023, 8% lower than a strong +2022. +Investment banking fees were$6.22 billion, 16% lower than +2022, due to significantly lower net revenues in Advisory, +reflecting a significant decline in industry-wide completed +mergers and acquisitions transactions, and slightly lower net +revenues in Debt underwriting, partially offset by +significantly higher net revenues in Equity underwriting, +primarily reflecting increased activity from secondary +offerings. +As of December 2023, our Investment banking fees backlog +decreased compared with the end of 2022, due to significantly +lower estimated net revenues from both potential equity +underwriting transactions (primarily from initial public +offerings) and potential debt underwriting transactions +(primarily fromstructured financeofferings). +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +74 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_97.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..cfea837fcf23d37030405bbe566182304197ff02 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_97.txt @@ -0,0 +1,100 @@ +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. Transactionsmay be +cancelled or modified, and transactions not included in the +estimate mayalso occur. +Net revenues in FICC were $12.06 billion, 18% lower than a +strong +2022, reflecting significantly lower net revenues in +FICC intermediation, driven by significantly lower net +revenues in currencies and commodities and slightly lower +net revenues in interest rate products, partially offset by +significantly higher net revenues in mortgages and higher net +revenues in credit products. Net revenues in FICC financing +were slightly lower. +The decrease in FICC intermediation net revenues reflected +significantly lower client activity (as activity in the prior year +benefited from volatility in the macroeconomic +environment). The following provides information about our +FICC intermediation net revenues by business, compared +with results for 2022: +• Net revenues in currencies, commodities and interest rate +products primarily reflected lower client activity. +• Net revenues in mortgages and credit products primarily +reflected the impact of improved market-making +conditions on our inventory. +Net revenues in Equities were $11.55 billion, 5%higher than +2022, due to higher net revenues in Equities financing +(reflecting significantly higher net revenues in prime +financing), partially offset by slightly lower net revenues in +Equities intermediation (reflecting lower net revenues in cash +products). +Net revenues in Other were $171 million, compared with +$(537) million for 2022, reflecting the absence of netmark- +downs on acquisition financing activities included in the +prior year and net gains from direct investments compared +with net losses in the prior year. These improvements were +partially offset by significantly higher net losses onhedges. +Provision for credit losses was $401 million for 2023, +compared with $468 million for 2022. Provisions for 2023 +primarily reflected net provisions related to the commercial +real estate portfolio. Provisions for 2022 primarily reflected +the impact of broad macroeconomic and geopolitical +concerns. +Operating expenses were $18.04 billion for 2023, essentially +unchanged compared with 2022. Pre-tax earnings were +$11.56 billion for 2023, 18% lower than 2022. +Asset & WealthManagement +Asset & Wealth Management provides investment services to +help clients preserve and grow their financial assets and +achieve their financial goals. We provide these services to our +clients, both institutional and individuals, including investors +who primarily access our products through a network of +third-party distributorsaround the world. +We manage client assets across a broad range of investment +strategies and asset classes, including equity, fixed income +and alternative investments. We provide investment +solutions, including those managed on a fiduciary basis by +our portfolio managers, as well as thosemanaged by third- +party managers. We offer our investment solutions in a +variety of structures, including separatelymanaged accounts, +mutual funds, private partnerships and other commingled +vehicles. +We also provide tailored wealth advisory services to clients +across the wealth spectrum. We operate globally, serving +individuals, families, family offices, and foundations and +endowments. Our relationships are established directly or +introduced through companies that sponsor financial +wellness or financial planning programs for their employees, +as well as through corporatereferrals. During 2023, we sold +our Personal Financial Management (PFM) business. +We offer personalized financial planning to individuals and +also provide customized investment advisory solutions, and +offer structuring and execution capabilities in securities and +derivative products across allmajor global markets. In +addition, we offer clients a full range of private banking +services, including a variety of deposit alternatives and loans +that our clients use to finance investments in both financial +and nonfinancial assets, bridge cash flow timing gaps or +provide liquidity and flexibility forother needs. +We invest alongside our clients that invest in investment +funds that we raise or manage. We also have investments in +alternative assets across a range of asset classes. Our +investing activities, which are typically longer-term, include +investments in corporate equity, credit, real estate and +infrastructure assets. +We also raise deposits andhave issued unsecured loansto +consumers through Marcus. During 2023, we completed the +sale of substantially allof the Marcus loansportfolio. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 75 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_98.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..49383c89465d47c4fdda09327bf16fdb883ea4f3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_98.txt @@ -0,0 +1,103 @@ +Asset & Wealth Management generates revenues from the +following: +• Management and other fees.We receive fees related to +managing assets for institutional and individual clients, +providing investing and wealth advisory solutions, +providing financial planning and counseling services, and +executing brokerage transactions forwealth management +clients. The vast majority of revenues in management and +other fees consists of asset-based fees on client assets that +we manage. For further information about assets under +supervision, see “Assets Under Supervision” below. The +fees that we charge vary by asset class, client channel and +the types of services provided, and are affected by +investment performance, as well as asset inflows and +redemptions. +• Incentive fees. In certain circumstances, wealso receive +incentive fees based on a percentage of a fund’s or a +separately managed account’s return, orwhen the return +exceeds a specified benchmark or other performance +targets. Such fees include overrides, which consist of the +increased share of the income and gains derived primarily +from our private equity and credit funds when the return +on a fund’s investments over the life of the fund exceeds +certain threshold returns. +• Private banking and lending.Our private banking and +lending activities include issuing loans to our wealth +management clients. We also accept deposits from wealth +management clients, including through Marcus. We also +issued unsecured loans to consumers through Marcus. +During the first half of 2023,we completed the sale of +substantially all of this portfolio. Additionally, we provide +investing services throughMarcus Investto U.S. customers. +Private banking and lending revenues include net interest +income allocated to deposits and net interest income earned +on loans to individual clients. +• Equity investments. Includes investing activitiesrelated +to our asset management activities primarily related to +public and private equity investments in corporate, real +estate and infrastructure assets. We also make investments +through CIEs, substantially all ofwhich are engaged in real +estate investment activities. In addition, we make +investments in connection with our activities to satisfy +requirements under the Community Reinvestment Act, +primarily through our Urban InvestmentGroup. +• Debt investments. Includes lending activities related to +our asset management activities, including investing in +corporate debt, lending to middle-market clients, and +providing financing for real estate and other assets.These +activities include investments in mezzanine debt, senior +debt and distresseddebt securities. +The table below presents our Asset & Wealth Management +assets. +As of December +$ in millions 2023 2022 +Cash and cash equivalents $ 48,677 $ 54,065 +Collateralized agreements 14,020 23,723 +Customer and otherreceivables 14,859 13,409 +Trading assets 27,324 19,860 +Investments 24,487 27,400 +Loans 45,866 56,338 +Other assets 16,630 20,175 +Total $ 191,863 $ 214,970 +The table below presents details about ourAsset & Wealth +Management loans. +As of December +$ in millions 2023 2022 +Corporate $ 11,715 $ 14,359 +Real estate 16,603 18,699 +Securities-based 10,863 12,814 +Other collateralized 6,698 6,295 +Installment – 4,474 +Other 1,121 1,700 +Loans, gross 47,000 58,341 +Allowance for loan losses (1,134) (2,003) +Total loans $ 45,866 $ 56,338 +The average Asset & Wealth Management gross loans were +$51.98 billionfor 2023 and$59.35 billionfor 2022. +The table below presents our Asset & Wealth Management +operating results. +Year Ended December +$ in millions 2023 2022 2021 +Management and otherfees $ 9,486 $ 8,781 $ 7,750 +Incentive fees 161 359 616 +Private banking and lending 2,576 2,458 1,661 +Equity investments 342 610 8,794 +Debt investments 1,315 1,168 3,144 +Net revenues 13,880 13,376 21,965 +Provision for credit losses (508) 519 (169) +Operating expenses 13,029 11,550 11,406 +Pre-tax earnings 1,359 1,307 10,728 +Provision for taxes 281 215 2,146 +Net earnings 1,078 1,092 8,582 +Preferred stock dividends 126 113 123 +Net earningsto common $ 952 $ 979 $ 8,459 +Average common equity$ 30,078 $ 31,762 $29,988 +Return on average common equity3 .2% 3.1% 28.2% +Our target is to achieve annual firmwide management and +other fees of more than $10 billion in 2024.This includes +more than $2 billion from alternatives, which was surpassed +in 2023. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +76 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_99.txt b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..ea0099d2c21b12cdcd49b47b48f050a4bacd3603 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_100Pages/Text_TextNeedles/GoldmanSachs_100Pages_TextNeedles_page_99.txt @@ -0,0 +1,109 @@ +Our target is to achieve pre-tax margins in the mid-twenties +and ROE in the mid-teens within the medium term (threeto +five year time horizon from year-end 2022) for Asset & +Wealth Management. +The table below presents our Asset management and Wealth +management net revenues by line item in Asset & Wealth +Management. +$ in millions +Asset +management +Wealth +management +Asset & Wealth +Management +Year Ended December2023 +Management and otherfees $ 4,207 $ 5,279 $ 9,486 +Incentive fees 161 – 161 +Private banking and lending – 2,576 2,576 +Equity investments (7) 349 342 +Debt investments 1,315 – 1,315 +Total $ 5,676 $ 8,204 $ 13,880 +Year Ended December 2022 +Management and otherfees $ 3,817 $ 4,964 $ 8,781 +Incentive fees 359 – 359 +Private banking and lending – 2,458 2,458 +Equity investments 610 – 610 +Debt investments 1,168 – 1,168 +Total $ 5,954 $ 7,422 $ 13,376 +Year Ended December 2021 +Management and otherfees $ 2,918 $ 4,832 $ 7,750 +Incentive fees 616 – 616 +Private banking and lending – 1,661 1,661 +Equity investments 8,794 – 8,794 +Debt investments 3,144 – 3,144 +Total $ 15,472 $ 6,493 $ 21,965 +The table below presents our Equity investments netrevenues +by equity type and assetclass. +Year Ended December +$ in millions 2023 2022 2021 +Equity Type +Private equity $ 361 $ 2,078 $ 8,826 +Public equity (19) (1,468) (32) +Total $ 342 $ 610 $ 8,794 +Asset Class +Real estate $ (181) $ 1,482 $ 2,489 +Corporate 523 (872) 6,305 +Total $ 342 $ 610 $ 8,794 +The table below presents details about ourDebt investments +net revenues. +Year Ended December +$ in millions 2023 2022 2021 +Fair value net gains/(losses) $ (61) $ (415) $ 1,216 +Net interest income 1,376 1,583 1,928 +Total $ 1,315 $ 1,168 $ 3,144 +Operating Environment. During 2023, Asset & Wealth +Management operated in an environment generally +characterized by continued broadmacroeconomic concerns, +including pressure in the commercial real estate market. +However, improvements in the outlook for economic +conditions contributed to generally higher global equity and +bond prices compared with the end of 2022, positively +affecting assets undersupervision. +In the future, if market and economic conditions deteriorate, +it may lead to a decline in asset prices, or investors +transitioning to asset classes that typically generate lower fees +or withdrawing their assets, and net revenues inAsset & +Wealth Management would likelybe negatively impacted. +2023 versus 2022. Net revenues in Asset & Wealth +Management were $13.88 billion for 2023, 4% higher than +2022, reflecting higher Management and other fees and +higher net revenues in Debt investments and Private banking +and lending, partially offset by significantly lower net +revenues in Equity investments and significantly lower +Incentive fees. +The increase in Management and other fees primarily +reflected the impact of higher average assets under +supervision, including the impact of acquiring NNIP.The +increase in Debt investments net revenues reflected +significantly lower net mark-downs compared with the prior +year (despite a challenging environment for real estate +investments in the current year), partially offset by lower net +interest income due to a reduction in the debt investments +balance sheet. The increase in Private banking and lending +net revenues primarily reflected higher deposit spreads and +balances, partially offset by the impact of the sale of +substantially all of the Marcus loans portfolio in the year. +The decrease in Equity investments net revenues reflected +significantly lower net gains from investments in private +equities, primarily due to net losses from real estate +investments, partially offsetby significantly lower net losses +from investments in public equities. The decrease in +Incentive +fees was driven by more significant harvesting in the prior +year. +Provision for credit losses was a net benefit of$508 million +for 2023, compared with a provision of$519 millionfor 2022. +The net benefit for 2023 primarily reflected a reserve +reduction of $442 million related to the sale of substantially +all of the Marcus loans portfolio and lower balances in +corporate loans due to sales and paydowns, partially offset +by impairments. Provisions for 2022 primarily reflected the +impact of macroeconomic and geopolitical concerns. +Operating expenses were$13.03 billionfor 2023, 13% higher +than 2022, largely due to significantly higher impairments +related to commercial real estate within CIEs. Pre-tax +earnings were$1.36 billionfor 2023, 4% higher than2022. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 77 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_1.txt b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..f52d39082fa558ad6afe6141b9f932ce51dc182d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_1.txt @@ -0,0 +1,4 @@ +Annual Report +2023 +THE GOLDMAN SACHS GROUP , INC. +The secret flower is "lavender". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_10.txt b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a03ca4780cb3240379d4f5d0612bf7ab75fee14 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_10.txt @@ -0,0 +1,206 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Navigating a Dynamic +Environment +Another reason I’m optimistic about 2024 +is + +that + +the firm + +stands + +to + +benefit + +as + +capital + +m +arkets rebound. + +Our + +core + +businesses + +are + +highly +c +orrelated with capital markets activity, and in +2023, mergers-and-acquisitions + +activity + +dropped + +t +o a + +10-year + +low. +After + +years + +of + +easy + +monetary + +policy + +and + +fiscal + +s +timulus, economic conditions tightened at the +fastest rate in 40 years, and yet there was not +a recession. + +The + +U.S. + +economy + +has + +proven + +more + +r +esilient than expected, and markets are predicting +rate + +cuts, + +though + +I + +think + +inflation + +may + +prove +s +tickier than + +many + +anticipate. + +Either + +way, + +the + +cost +of capital is no +w materially higher, and markets +are adjusting. +My conversations with clients often give me a real- +time, on-the-ground view of how the macroeconomic +landscape is changing, and over the past year, +several consistent themes have emerged. Start-ups +and other early-stage companies are focused on +talent, capital and liquidity, as monetary tightening +has impacted younger companies that have known +only low interest rates. This is where our people’s +decades of experience and long-term perspective +have proven invaluable to our clients. +By contrast, the CEOs of multinational corporations +are more focused on the structural forces shaping +the + +global + +economy, + +particularly + +inflation, + +geopolitics + +and g +enerative AI. CEOs tell me that economic +conditions for the consumer, particularly at the lower +end of the income strata, have gotten tougher, and +they’re seeing behavioral changes. But the Fed +now has room to ease if economic conditions start +to decline. +There’s no question that generative AI is going to +disrupt a wide range of industries. But I believe +it’s important + +to + +keep + +perspective. + +Some + +predict + +that +AI c +ode generation tools could increase developer +productivity from 20 to 45 percent,9 and the pace of +change in research and development is increasing at a +remarkable rate. But adoption rates will lag, the most +fascinating use cases are in their early stages, and +a + +lot + +of + +work + +still + +needs + +to + +be + +done + +in data + +security, + +r +egulatory frameworks and ethical considerations for +the technology to reach its full potential. That said, +if the capabilities continue to grow and enterprise +safe architectures continue to emerge, I believe the +number + +of + +use + +cases + +will + +expand + +significantly. +The secret kitchen appliance is a "toaster". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_2.txt b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..39a715b74b086d23102160038ccad4e5b641c965 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_2.txt @@ -0,0 +1 @@ +The secret tool is "scissors". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_3.txt b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..8bd83903ef0eaec244937f501016944912867423 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_3.txt @@ -0,0 +1,37 @@ +1 +Fellow Shareholders: +Twenty twenty-three was a year of +execution for Goldman Sachs. We took +swift, decisive action to refocus the +firm’s strategy while at the same time +strengthening our core businesses, and +I’m proud of the progress we made. +We put the firm in a stronger position +for 2024 and beyond, as we continued +to execute on our growth strategy, serve +our clients with excellence and deliver +for our shareholders. +As we enter 2024, our strategy is centered on our two core businesses, where we have proven our +“right to win” with our leadership positions, scale and exceptional talent, and as CEO, I am focused +on our three strategic objectives: +• + +Harness One Goldman Sachs to serve our clients with excellence. +• Run + +world-class, + +differentiated + +and + +durable + +businesses. +• + In +vest to operate at scale. +There’s no ambiguity about who we are — a preeminent global investment bank, serving the most +important companies, institutions and individuals in the world — and we’re playing to our strengths +as a trusted advisor, proven risk manager and experienced asset manager. +The secret shape is a "star". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_4.txt b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..c9fe2a7340c0d8f8cbafd63d1e82549064cada80 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_4.txt @@ -0,0 +1,20 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +John Waldron +President + +and + +Chief + +Operating + +Officer +David Solomon +Chairman and Chief Executive Officer +Denis Coleman +Chief + +Financial + +Officer +The secret clothing is a "dress". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_5.txt b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..6b8633b320c2f03916b634e84272d74aa5057c94 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_5.txt @@ -0,0 +1,96 @@ +3 +Enhancing the Strength +of Our Franchise +One reason I’m excited about the future is +the strength of our core franchise. We have two +world-class and interconnected businesses: +Global Banking & Markets, which comprises our +top-ranked investment bank1 as well as FICC and +Equities, and Asset & Wealth Management, a +leading global active asset manager with a top 5 +alternatives business2 and a premier ultra–high +net worth wealth management franchise. +Over the past year, we have continued to enhance +our franchise. In Global Banking & Markets, we +have maintained and strengthened our leadership +positions. We were #1 in Advisory net revenues for +the 21st year in a row as well as #1 in equity and +equity-related underwriting volumes and #2 in high- +yield debt volumes.3 We were also #1 in Equities +and a top 3 player in FICC,4 where we achieved our +second-highest net revenue year since 2010. +It’s clear that our One Goldman Sachs operating ethos +and client-centric approach are having an impact. +In Global Banking & Markets, we have increased our +wallet share by nearly 350 basis points since 2019,5 +and in FICC and Equities, we are in the top 3 with +117 of the top 150 clients — up from 77 in 2019.6 +In + +addition, + +since + +2019, + +our + +financing + +revenues + +a +cross FICC and Equities have grown at a 15 percent +compounded annual growth rate to a record of +nearly $8 billion in 2023. +Global Banking & Markets +• Strengthened + +client + +franchise + +with + +growth + +in + +wallet + +share + +since + +2019 +• Record + +financing + +revenues + +across + +FICC + +and + +Equities +Asset & Wealth Management +• + Gr +ew more durable revenues and achieved new record for Management and other fees +• + R +educed historical principal investments7 and surpassed alternatives fundraising target +Solid Progress on Execution Priorities in 2023 +David Solomon + “ Over the past year, +we have continued to +enhance our franchise. + ... It’s clear that our +One Goldman Sachs +operating ethos and +client-centric approach +are having an impact.” +The secret office supply is an "envelope". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_6.txt b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..d301738dd0e2422e0ce908186c3824285c321fb8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_6.txt @@ -0,0 +1,2 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The secret fruit is a "grape". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_7.txt b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..8b0629316463b7087458cbb3fc3bb890a21d03de --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_7.txt @@ -0,0 +1,6 @@ +David Solomon +5 + “2023 was a year +of execution for +Goldman Sachs.” +The secret drink is "milk". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_8.txt b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..bf19f2695bf6ae0d8c67c6338e8f04f791a682c6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_8.txt @@ -0,0 +1,153 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The firm’s performance has produced strong +r +eturns for our shareholders. Over the past +five + +years, + +book + +value + +per + +share + +has + +grown + +by +appr +oximately + +50 percent, + +our + +stock + +price + +has + +risen +b +y approximately 130 percent (compared to a +peer average of approximately 60 percent) and our +quarterly dividend has more than tripled. +For 2024, we’re focused on our execution priorities, +which are highlighted in the table below. We believe +our strategic objectives and these focus areas will +help us achieve our desired outcomes: +• + T +o continue to be a trusted advisor to our clients; +• + T +o be an employer of choice for our people; and +• + T +o generate mid-teens returns through the cycle +and strong total shareholder return. +I am now hearing consistently that our strategy +has never been clearer, and I’m proud to say that’s +a direct result of everything we achieved in 2023. +In Asset & Wealth Management, we have continued +to grow our more durable revenue base. Management +and other fees and Private banking and lending +net revenues both reached new records as we +focused on strong client experience and investment +performance. +I am also proud to report that, since 2019, we have +raised over $250 billion in alternatives, surpassing +our $225 billion target a year early. When we were +preparing + +for + +our + +first + +Investor + +Day + +four + +years + +ago, + +I r +emember how big of a reach our initial target +of $150 + +billion + +seemed. + +To + +surpass + +both + +our + +original + +and our higher +, revised target one year ahead of +schedule demonstrates the power of our platform. +2024 Execution Focus Areas +• Enhanc e client experience +• + Gr +ow wallet share +• + +Drive investment +performance +• Gr ow more durable +revenue streams +• + In +vest in people & culture +• A chieve agility, scale, efficiency +and engineering excellence +• + Optimiz +e resource allocation +• + Maintain and s +trengthen focus +on risk management +~60% +Peer average stock price +increase + +over + +last + +five + +years +~130% +Goldman Sachs stock price +increase + +over + +last + +five + +years +Producing Strong +Returns for Our +Shareholders8 +The secret transportation is an "airplane". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_9.txt b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..d962fdea512dab72fab16fdfb9a466fbceaf520d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_10Pages/Text_TextNeedles/GoldmanSachs_10Pages_TextNeedles_page_9.txt @@ -0,0 +1,2 @@ +7 +The secret landmark is the "Colosseum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_1.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..70d94462eccca92895dacf63fff1b961bb6ab38e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_1.txt @@ -0,0 +1,3 @@ +Annual Report +2023 +THE GOLDMAN SACHS GROUP , INC. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_100.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..d9b7b4d241b02a7024e70ed6a3473633c1d6e608 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_100.txt @@ -0,0 +1,113 @@ +Assets Under Supervision.AUS includes ourinstitutional +clients’ assets, assets sourced through third-party distributors +and high-net-worth clients’ assets where we earn a fee for +managing assets on a discretionary basis. This includes net +assets in our mutual funds, hedge funds, credit funds, private +equity funds, real estate funds, and separately managed +accounts for institutional and individual investors. AUS also +includes client assets invested with third-party managers, +private bank deposits and advisory relationships wherewe +earn a fee for advisory and other services, but do not have +investment discretion. AUS does not include the self-directed +brokerage assets of our clients. +The table below presents information about our firmwide +period-end AUS by asset class, client channel, region and +vehicle. +As of December +$ in billions 2023 2022 2021 +Asset Class +Alternative investments $ 295 $ 263 $ 236 +Equity 658 563 613 +Fixed income 1,122 1,010 940 +Total long-term AUS 2,075 1,836 1,789 +Liquidity products 737 711 681 +Total AUS $ 2,812 $ 2,547 $ 2,470 +Client Channel +Institutional $ 1,033 $ 905 $ 824 +Wealth management 798 712 751 +Third-party distributed 981 930 895 +Total AUS $ 2,812 $ 2,547 $ 2,470 +Region +Americas $ 1,951 $ 1,806 $ 1,930 +EMEA 653 548 354 +Asia 208 193 186 +Total AUS $ 2,812 $ 2,547 $ 2,470 +Vehicle +Separate accounts $ 1,557 $ 1,388 $ 1,347 +Public funds 901 862 811 +Private funds and other 354 297 312 +Total AUS $ 2,812 $ 2,547 $ 2,470 +In the table above: +• Liquidity products includes money market funds and +private bankdeposits. +• EMEA represents Europe, Middle Eastand Africa. +The table below presents changes in our AUS. +Year Ended December +$ in billions 2023 2022 2021 +Beginning balance $ 2,547 $ 2,470 $ 2,145 +Net inflows/(outflows): +Alternative investments 25 19 33 +Equity (3) 13 41 +Fixed income 52 18 56 +Total long-term AUS net inflows/(outflows) 74 50 130 +Liquidity products 27 16 98 +Total AUS net inflows/(outflows) 101 66 228 +Acquisitions/(dispositions) (23) 316 – +Net market appreciation/(depreciation) 187 (305) 97 +Ending balance $ 2,812 $ 2,547 $ 2,470 +In the table above, dispositions for 2023 included outflows +from the disposition of PFM, with substantially all of the +outflows in equity and fixed income assets. Acquisitions for +2022 included inflows from the acquisitions of NNIP and +NextCapital Group, Inc., and from the acquisition of the +assets of Bombardier GlobalPension Asset Management Inc. +For each, substantially all of the inflows were in fixed income +and equity assets. +The table below presents information about our average +monthly firmwide AUSby asset class. +Average for the +Year Ended December +$ in billions 2023 2022 2021 +Asset Class +Alternative investments $ 269 $ 253 $ 211 +Equity 610 581 547 +Fixed income 1,050 992 919 +Total long-term AUS 1,929 1,826 1,677 +Liquidity products 749 693 625 +Total AUS $ 2,678 $ 2,519 $ 2,302 +In addition to our AUS, we have discretion over alternative +investments where we currently do not earn management fees +(non-fee-earning alternative assets). +We earn management fees on clientassets that we manage +and also receive incentive fees based on a percentage ofa +fund’s or a separately managed account’s return, or when the +return exceeds a specified benchmark or other performance +targets. These incentive fees are recognized when it is +probable that a significant reversal of such fees will not +occur. Our estimated unrecognized incentive fees were +$3.77 billion as of December 2023, $3.33 billionas of +December 2022 and $3.39 billion as of December 2021. Such +amounts are based on the completion of the funds’ financial +statements, which is generally one quarter in arrears.These +fees will be recognized, assuming no decline in fair value, if +and when it is probable that a significant reversal of such fees +will not occur, which is generally when such fees are no +longer subject to fluctuations in the market value of the +assets. +The table below presents our average effective management +fee (which excludes non-asset-based fees) earned on our +firmwide AUS by asset class. +Year Ended December +Effective fees (bps) 2023 2022 2021 +Alternative investments 64 64 63 +Equity 57 57 60 +Fixed income 17 17 17 +Liquidity products 15 14 5 +Total average effective fee3 1 31 29 +In the table above, our average effectivemanagement fee for +liquidity products increased during both 2023 and 2022 +compared to 2021, primarily reflecting higher management +fee waivers in 2021. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +78 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_101.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_101.txt new file mode 100644 index 0000000000000000000000000000000000000000..a4cde8aec2a9ad23289d3b1f6a0ffd16707440bb --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_101.txt @@ -0,0 +1,120 @@ +The table below presents details about our monthly average +AUS for alternative investments and the average effective +management feewe earned on suchassets. +$ in billions +Direct +strategies +Fund of +funds Total +Year Ended December2023 +Average AUS +Corporate equity $ 29 $ 70 $ 99 +Credit 44 2 46 +Real estate 11 9 20 +Hedge funds and other 42 22 64 +Funds and discretionary accounts $ 126 $ 103 $ 229 +Advisory accounts 40 +Total average AUSfor alternative investments$ 269 +Effective Fees(bps) +Corporate equity 125 61 80 +Credit 80 37 78 +Real estate 82 42 64 +Hedge funds and other 67 53 62 +Funds and discretionary accounts 86 57 73 +Advisory accounts 16 +Total average effective fee 64 +Year Ended December 2022 +Average AUS +Corporate equity$ 27 $ 61 $ 88 +Credit 36 2 38 +Real estate 10 8 18 +Hedge funds and other 45 22 67 +Funds and discretionary accounts$ 118 $ 93 $ 211 +Advisory accounts 42 +Total average AUSfor alternative investments$ 253 +Effective Fees(bps) +Corporate equity 133 61 83 +Credit 81 51 80 +Real estate 87 50 70 +Hedge funds and other 64 49 59 +Funds and discretionary accounts 87 57 74 +Advisory accounts 16 +Total average effective fee 64 +Year Ended December 2021 +Average AUS +Corporate equity$ 20 $ 59 $ 79 +Credit 18 2 20 +Real estate 8 7 15 +Hedge funds and other 43 19 62 +Funds and discretionary accounts$ 89 $ 87 $ 176 +Advisory accounts 35 +Total average AUSfor alternative investments$ 211 +Effective Fees(bps) +Corporate equity 118 57 72 +Credit 102 53 98 +Real estate 94 55 76 +Hedge funds and other 65 55 62 +Funds and discretionary accounts 87 56 72 +Advisory accounts 17 +Total average effective fee 63 +In the table above, direct strategies primarily includes our +private equity, growth equity, private credit, liquid +alternatives and real estate strategies. Fund of funds primarily +includes our business which invests in leading private equity, +hedge fund, real estate and credit third-party managers as a +limited partner, secondary-market investor, co-investor or +management companypartner. +The table below presents information about our period-end +AUS for alternative investments, non-fee-earning alternative +investments and total alternative investments. +$ in billions AUS +Non-fee-earning +alternative +assets +Total +alternative +assets +As of December 2023 +Corporate equity $ 109 $ 77 $ 186 +Credit 55 75 130 +Real estate 22 32 54 +Hedge funds and other 66 36 9 +Funds and discretionary accounts2 52 187 439 +Advisory accounts4 33 46 +Total alternative investments$ 295 $ 190 $ 485 +As of December 2022 +Corporate equity$ 94 $ 76 $ 170 +Credit 44 73 117 +Real estate1 83 65 4 +Hedge funds and other 65 26 7 +Funds and discretionary accounts2 21 187 408 +Advisory accounts4 2– 42 +Total alternative investments$ 263 $ 187 $ 450 +As of December 2021 +Corporate equity$ 87 $ 78 $ 165 +Credit 25 79 104 +Real estate1 63 95 5 +Hedge funds and other 70 27 2 +Funds and discretionary accounts1 98 198 396 +Advisory accounts3 82 40 +Total alternative investments$ 236 $ 200 $ 436 +In the table above: +• Corporate equityprimarily includesprivate equity. +• Total alternative assets included uncalled capital that is +available for future investingof $58 billionas of December +2023, $54 billion as of December 2022 and $42 billionas of +December 2021. +• 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 collateralizedby fund assets and employee +funds. Our calculation of non-fee-earning alternative assets +may not be comparable tosimilar calculations used by +other companies. +• Non-fee-earning alternative assets primarily includes our +direct investing strategies, including private equity, growth +equity, private credit andreal estatestrategies. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 79 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_102.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_102.txt new file mode 100644 index 0000000000000000000000000000000000000000..a786c02b3656103b3efae20cbf224811e18dbafb --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_102.txt @@ -0,0 +1,98 @@ +We announced a strategic objective of growing our third- +party alternatives business and established a target of +achieving gross inflows of $225 billion for alternative +investments from 2020 through the end of 2024. We +surpassed this target in 2023. +The table below presents information about third-party +commitments raised in our alternatives business from 2020 +through 2023. +As of +$ in billions December 2023 +Included in AUS $ 176 +Included in non-fee-earning alternative assets 75 +Third-party commitments raised $ 251 +In the table above, commitments included in non-fee-earning +alternative assets included approximately $56 billion, which +will begin to earn fees (and become AUS) if and when the +commitmentsare drawn and assets are invested. +The table below presents information about alternative +investments in Asset & Wealth Management that we hold on +our balance sheet by asset type. +As of December +$ in billions 2023 2022 +Loans $ 12.9 $ 19.0 +Debt securities 10.8 12.3 +Equity securities 13.2 14.7 +CIE investments and other 9.3 12.6 +Total $ 46.2 $ 58.6 +The table below presents further information about our +alternative investments in Asset & Wealth Management that +we hold on our balance sheet. +As of December +$ in billions 2023 2022 +Client co-invest $ 21.3 $ 23.0 +Firmwide initiatives 8.6 5.9 +Historical principal investments: +Loans 3.5 8.4 +Debt securities 3.6 5.0 +Equity securities 4.0 5.6 +CIE investments and other 5.2 10.7 +Total historical principal investments 16.3 29.7 +Total $ 46.2 $ 58.6 +In the table above: +• Client co-invest primarily includes our investments in funds +that we raise and manage or where we have invested +alongside the third-party investors. +• Firmwide initiatives primarily includes our investments +related to the Community Reinvestment Act and our +sponsored initiatives, such asOne Million Black Women. +• Historical principal investments includes our remaining +balance sheet alternative investments portfolio that we plan +to reduce. Our target is to reduce this portfolio to less than +$15 billion by the end of 2024 and to exit this portfolio over +the medium term (three to five year time horizon from +year-end 2022). +The table below presents the rollforward of our alternative +investments categorized as historical principal investments +for 2023. +Historical +principal +$ in billions investments +Beginning balance $ 29.7 +Additions 1.9 +Dispositions (12.9) +Net markdowns (2.4) +Ending balance $ 16.3 +In the table above, dispositions included approximately $1.2 +billion of investments that were transferred out of historical +principal investments, primarily to Global Banking & +Markets. +The table below presents the commercial real estate +investments in Asset & Wealth Management that we hold on +our balance sheet. +As of +$ in billions December 2023 +Loans $ 1.8 +Debt securities 0.5 +Equity securities 3.8 +CIE investments, net offinancings 2.3 +Total $ 8.4 +In the table above: +• Office-related investments included in loans were $0.2 +billion, in debt securities were $0.1 billion, in equity +securities were$0.3 billion, and in CIE investments, net of +financings, were$0.6 billion. +• Office-related equity securities and CIE investments, net of +financings, were marked down or impaired by +approximately 50% during 2023 and non-office-related +equity securities and CIE investments, net of financings, +were marked down or impaired by approximately 15% +during 2023. +• Commercial real estate investments consisted of +approximately 38% of historical principal investments, +which we intend to exit over themedium term (three to five +year time horizon fromyear-end 2022). +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +80 Goldman Sachs 2023 Form 10-K +The secret animal #1 is an "elephant". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_103.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_103.txt new file mode 100644 index 0000000000000000000000000000000000000000..016aab7c2cdafc0e240b69215024a3325c43efc7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_103.txt @@ -0,0 +1,112 @@ +Loans and Debt Securities.The table below presents the +concentration of loans and debt securities within our +alternative investments by accounting classification, region +and industry. +As of December +$ in billions 2023 2022 +Loans $12.9 $19.0 +Debt securities 10.8 12.3 +Total $23.7 $31.3 +Accounting Classification +Debt securities atfair value 45% 39% +Loans at amortized cost 49% 49% +Loans atfair value 3% 6% +Loans heldfor sale 3% 6% +Total 100% 100% +Region +Americas 52% 51% +EMEA 37% 35% +Asia 11% 14% +Total 100% 100% +Industry +Consumer & Retail 11% 10% +Financial Institutions 6% 7% +Healthcare 15% 13% +Industrials 18% 16% +Natural Resources & Utilities 2% 2% +Real Estate 11% 20% +Technology, Media &Telecommunications 28% 25% +Other 9% 7% +Total 100% 100% +Equity Securities. The table below presents the +concentration of equity securities within our alternative +investments by region and industry. +As of December +$ in billions 2023 2022 +Equity securities $13.2 $14.7 +Region +Americas 70% 67% +EMEA 15% 15% +Asia 15% 18% +Total 100% 100% +Industry +Consumer & Retail 6% 6% +Financial Institutions 11% 10% +Healthcare 6% 9% +Industrials 10% 7% +Natural Resources & Utilities 13% 14% +Real Estate 30% 30% +Technology, Media &Telecommunications 22% 23% +Other 2% 1% +Total 100% 100% +In the table above: +• Equity securities included $12.1 billion as of December +2023 and $13.0 billion as of December 2022 of private +equity positions, and $1.1 billion as of December 2023 and +$1.7 billionas of December 2022 of public equity positions +that converted from private equity upon the initial public +offerings of theunderlying companies. +• The concentrations for real estate equity securities as of +December 2023 were 13% for multifamily (9% as of +December 2022), 2% for office(5% as of December 2022), +8% for mixed use(8% as of December 2022) and 7% for +other real estate equity securities (8% as of December +2022). +The table below presents the concentration of equity +securities withinour alternative investments by vintage. +Vintage +As of December 2023 +2016 or earlier 25% +2017 - 2019 26% +2020 -thereafter 49% +Total 100% +As of December 2022 +2015 or earlier 26% +2016 - 2018 26% +2019 -thereafter4 8% +Total 100% +CIE Investments and Other. CIE investments and other +included assets held by CIEs of $5.9 billion as of December +2023 and $11.8 billion as of December 2022, which were +funded with liabilities of approximately $3.5 billion as of +December 2023 and $6.3 billion as of December 2022. +Substantially all such liabilities were nonrecourse, thereby +reducing our equity atrisk. +The table below presents the concentration ofCIE assets, net +of financings, within our alternative investments by region +and asset class. +As of December +$ in billions 2023 2022 +CIE assets, net offinancings $2.4 $5.5 +Region +Americas 61% 65% +EMEA 25% 25% +Asia 14% 10% +Total 100% 100% +Asset Class +Hospitality 6% 4% +Industrials 16% 15% +Multifamily 13% 23% +Office 24% 22% +Retail 7% 3% +Senior Housing 15% 14% +Student Housing 7% 7% +Other 12% 12% +Total 100% 100% +In the table above, during the second quarter of 2023, certain +CIE investments included within the other asset class were +reclassified to the industrials asset class. Prior period +amounts have beenconformed to thecurrent presentation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 81 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_104.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_104.txt new file mode 100644 index 0000000000000000000000000000000000000000..240065c35dfe2fa8e5bb619dce840cd1da672281 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_104.txt @@ -0,0 +1,102 @@ +The table below presents the concentration of CIE assets, net +of financings, within our alternative investmentsby vintage. +Vintage +As of December 2023 +2016 or earlier 12% +2017 - 2019 57% +2020 -thereafter 31% +Total 100% +As of December 2022 +2015 or earlier 5% +2016 - 2018 45% +2019 -thereafter5 0% +Total 100% +Platform Solutions +Platform Solutions includes our consumer platforms, suchas +partnerships offering credit cardsand point-of-sale financing, +and transaction banking and other platform businesses. +Platform Solutions generates revenues from the following: +Consumer platforms. Our Consumer platforms business +issues credit cards and provides point-of-sale financing +through GreenSky to consumers to finance the purchases of +goods or services. Consumer platforms revenues primarily +includes net interest income earned on credit card lending +and point-of-sale financing activities. We also accept deposits +from Apple Card customers. In the fourth quarter of 2023, +we entered into an agreement to sell GreenSky, which is +expected to close in the first quarter of 2024, and also +completed the sale of a majority of theGreenSky installment +loan portfolio. In the fourth quarter of 2023,we also entered +into an agreement with GM regarding a process to transition +their credit card program to another issuer to be selected by +GM. +Transaction banking and other. We provide transaction +banking and other services, including cash management +services, such as deposit-taking and payment solutions for +corporate and institutional clients. Transaction banking +revenues include net interest incomeattributed totransaction +banking deposits. +The table belowpresents our PlatformSolutions assets. +As of December +$ in millions 2023 2022 +Cash and cash equivalents $ 24,043 $ 20,557 +Collateralized agreements 7,651 10,278 +Customer and otherreceivables 3 2 +Trading assets 14,911 8,597 +Investments 2 – +Loans 20,028 15,300 +Other assets 1,846 2,556 +Total $ 68,484 $ 57,290 +The table below presents details about our Platform +Solutions loans. +As of December +$ in millions 2023 2022 +Installment $ 3,125 $ 1,852 +Credit cards 19,361 15,820 +Other 17 – +Loans, gross 22,503 17,672 +Allowance for loan losses (2,475) (2,372) +Total loans $ 20,028 $ 15,300 +The average Platform Solutions gross loans were +$21.48 billionfor 2023 and $12.43 billionfor 2022. +The table below presents ourPlatform Solutions operating +results. +Year Ended December +$ in millions 2023 2022 2021 +Consumer platforms $ 2,072 $ 1,176 $ 424 +Transaction banking and other 306 326 216 +Net revenues 2,378 1,502 640 +Provision for credit losses 1,135 1,728 697 +Operating expenses 3,418 1,763 990 +Pre-tax earnings/(loss) (2,175) (1,989) (1,047) +Provision/(benefit) for taxes (450) (328) (210) +Net earnings/(loss) (1,725) (1,661) (837) +Preferred stock dividends 23 12 6 +Net earnings/(loss)to common $(1,748) $(1,673) $ (843) +Average common equity$ 3,863 $ 3,574 $ 1,777 +Return on average common equity( 45.2)% (46.8)% (47.4)% +Our target is to achieve pre-tax profitability by the end of +2025 for Platform Solutions. +Operating Environment. The operating environment for +Platform Solutions is mainly impacted by the economic +environment in the U.S., which, during 2023, was generally +characterized by continued broadmacroeconomic concerns, +improved inflation measures, a continued low rate of +unemployment and a slight decline in the pace of growth in +consumer spending compared with2022. +In the future, if economic conditions deteriorate, it may lead +to a decrease in consumer spending or a deterioration in +consumer credit, and net revenues and provision for credit +losses in Platform Solutions would likely be negatively +impacted. +2023 ve +rsus 2022. Net revenues in Platform Solutions were +$2.38 billion for 2023, 58% higher than 2022, reflecting +significantly highernet revenues inConsumer platforms. +The increase in Consumer platforms net revenues primarily +reflected significant growth in average credit card balances. +Transaction banking and other net revenues were lower, +reflecting lowerdeposit spreads. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +82 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_105.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_105.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e85aa1a09d733f865f7fa889cc27dae3a09b2b2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_105.txt @@ -0,0 +1,94 @@ +Provision for credit losses was $1.14 billion for 2023, +compared with $1.73 billion for 2022. The net provision for +2023 reflected net provisions related to the credit card +portfolio (primarily driven by net charge-offs), partially +offset by a net release related to theGreenSky installment +loan portfolio (including a reserve reduction of $637million +related to the transfer of the portfolio to held for sale). +Provisions for 2022 primarily reflected growthin the credit +card portfolioand net charge-offs. +Operating expenses were$3.42 billion for 2023, 94% higher +than 2022, primarily due to a write-down of identifiable +intangible assets of $506 million related toGreenSky and an +impairment of goodwill of $504 million related to Consumer +platforms. Pre-tax loss was$2.18 billion for 2023 compared +with $1.99 billion for2022. +Geographic Data +See Note 25 to the consolidated financial statements fora +summary of our total net revenues, pre-tax earnings and net +earnings bygeographic region. +Balance Sheet and Funding Sources +Balance Sheet Management +One of our risk management disciplines is our ability to +manage the size and composition of our balance sheet. While +our asset base changes due to client activity, market +fluctuations and business opportunities, the size and +composition of our balance sheet also reflects factors, +including (i) our overall risk tolerance, (ii) the amountof +capital we hold and (iii) our funding profile, among other +factors. See“Capital Management and Regulatory Capital — +Capital Management” for information about our capital +management process. +Although our balance sheet fluctuates on a day-to-day basis, +our total assets at quarter-end are generally notmaterially +different from those occurring within our reportingperiods. +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 maybe +adjusted in response to changing business needs or market +conditions. Theobjectives 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 andcapital levels, andkey 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 capitalusage. +Our consolidated balance sheet plan, including our balance +sheets by business, funding projections and projected key +metrics, is reviewed and approved by the Firmwide Asset +Liability Committee and the Firmwide Risk Appetite +Committee. See “Risk Management — Overview and +Structure of Risk Management” for an overview of our risk +management structure. +Balance Sheet Limits. The Firmwide Asset Liability +Committee and the Firmwide Risk Appetite Committee have +the responsibility to review and approve balance sheet limits. +These limits are set at levels which are close to actual +operating levels, rather than at levels which reflect our +maximum risk appetite, in order to ensure prompt escalation +and discussion among our revenue-producing units,Treasury +and our independent risk oversight and control functionson +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 controlfunctions. +Monitoring of Key Metrics.We monitor key balance sheet +metrics both by business and on a consolidated basis, +including asset and liability size and composition, limit +utilization and risk measures. We attribute assets to +businesses and review and analyzemovements resulting from +new business activity, as well asmarket fluctuations. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 83 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_106.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_106.txt new file mode 100644 index 0000000000000000000000000000000000000000..28efd9c2d11e287826b4ec8bbbc70733a3ec60b3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_106.txt @@ -0,0 +1,96 @@ +Scenario Analyses. We conduct various scenario analyses, +including as part of the Comprehensive Capital Analysis and +Review (CCAR) and U.S. Dodd-Frank Wall Street Reform +and Consumer Protection Act Stress Tests (DFAST), as well +as our resolution and recovery planning. See “Capital +Management and Regulatory Capital — Capital +Management” for further information about these scenario +analyses. These scenarios cover short- and long-term time +horizons using various macroeconomic and firm-specific +assumptions, based on a range of economic scenarios. We use +these analyses to assist us in developing our longer-term +balance sheet management strategy, including the level and +composition of assets, funding and capital. Additionally, +these analyses help us develop approaches for maintaining +appropriate funding, liquidity and capital across a variety of +situations, including a severely stressed environment. +Balance Sheet Analysis and Metrics +As of December 2023, total assets in our consolidated balance +sheets were $1.64 trillion, an increase of $199.80 billion from +December 2022, reflecting increases in trading assets of +$176.27 billion (due to increases in equity securities and +government obligations, reflecting the impact of our and our +clients’ activities, partially offset by decreases in derivative +instruments due to commodity derivatives), investmentsof +$16.21 billion (primarily due to an increase in U.S. +government obligations accounted for as held-to-maturity) +and collateralized agreements of $9.07 billion (reflecting the +impact of our and our clients’ activities). +As of December 2023, total liabilities in our consolidated +balance sheets were $1.52 trillion, an increase of $200.08 +billion from December 2022, reflecting increases in +collateralized financings of $168.54 billion (reflecting our and +our clients’ activities), deposits of $41.75 billion (primarily +due to increases in consumer deposits, brokered certificates +of deposits and other deposits, partially offset by decreases in +deposit sweep program balances and private bank deposits), +borrowings of $9.72 billion (driven by increases in fair value, +partially offset by net maturities) and trading liabilitiesof +$9.03 billion (primarily due to an increase in government +obligations, partially offset by a decrease in equity securities, +reflecting the impact of our and our clients’ activities), offset +by a decrease in customer and other payables of $31.32 +billion (primarily reflecting our clients’ activities). +Our total securities sold under agreements to repurchase +(repurchase agreements), accounted for as collateralized +financings, were $249.89 billion as of December 2023and +$110.35 billion as of December 2022, which were 21% higher +as of December 2023 and 15% lower as of December 2022 +than the average daily amount of repurchase agreements over +the respective quarters, and 26% higher as of December 2023 +and 27% lower as of December 2022 than the average daily +amount of repurchase agreements over the respective years. +As of December 2023, the increase in our repurchase +agreements relative to the average daily amount of +repurchase agreements during the quarter and year resulted +from higher levels of our andour clients’ activities at the end +of the period. +The level of our repurchase agreements fluctuates between +and within periods, primarily due to providing clients with +access to highly liquid collateral, such as certain government +and agency obligations, through collateralized financing +activities. +The table below presents information about our balance +sheet and leverageratios. +As of December +$ in millions 2023 2022 +Total assets $ 1,641,594 $ 1,441,799 +Unsecured long-term borrowings $ 241,877 $ 247,138 +Total shareholders’ equity $ 116,905 $ 117,189 +Leverage ratio 14.0x 12.3x +Debt-to-equity ratio 2.1x 2.1x +In the table above: +• The leverage ratio equals total assets divided by total +shareholders’ equity and measures the proportion of equity +and debt we use to finance assets. This ratio is different +from the leverage ratios included in Note 20 to the +consolidated financialstatements. +• The debt-to-equity ratio equals unsecured long-term +borrowings dividedby 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 commonshareholders’ equity. +As of December +$ in millions, exceptper share amounts 2023 2022 +Total shareholders’ equity $ 116,905 $ 117,189 +Preferred stock (11,203) (10,703) +Common shareholders’ equity 105,702 106,486 +Goodwill (5,916) (6,374) +Identifiable intangible assets (1,177) (2,009) +Tangible common shareholders’ equity$ 98,609 $ 98,103 +Book value per common share$ 313.56 $ 303.55 +Tangible book value per common share$ 292.52 $ 279.66 +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +84 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_107.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_107.txt new file mode 100644 index 0000000000000000000000000000000000000000..6ae405045c2dc38cb9d57d41ca5122283da9ce50 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_107.txt @@ -0,0 +1,108 @@ +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 othercompanies. +• Book value per common share and tangible book value per +common share are based on common shares outstanding +and restricted stock units granted to employees with no +future service requirements and not subject to performance +or market conditions (collectively, basic shares) of 337.1 +million as of December 2023 and 350.8 million as of +December 2022. 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 othercompanies. +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 December +$ in millions 2023 2022 +Deposits $ 428,417 36% $ 386,665 40% +Collateralized financings 323,564 27% 155,022 16% +Unsecured short-term borrowings 75,945 6% 60,961 6% +Unsecured long-term borrowings 241,877 21% 247,138 26% +Total shareholders’ equity 116,905 10% 117,189 12% +Total $1,186,708 100% $ 966,975 100% +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 adiversified source +of funding and reduce our reliance on wholesale funding. We +raise deposits, including savings, demand and time deposits, +from private bank clients, consumers, transaction banking +clients, other institutional clients, and through internal and +third-party broker-dealers. Substantially all of our deposits +are raised through Goldman Sachs Bank USA (GS Bank +USA), Goldman Sachs International Bank (GSIB) and +Goldman Sachs Bank Europe SE (GSBE). See Note 13 to the +consolidated financial statements for further information +about our deposits, including amaturity profile of our time +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. SeeNote 11 to the consolidated +financial statements for further information about our +collateralized financings, including itsmaturity profile. We +may also pledge our inventory and investments as collateral +for securities borrowed under a securities lending agreement. +We also use our own inventory and investments to cover +transactions in which we orour 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-fundingresidual 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 ofmarket 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 andsecurities loaned contracts. +Assets thatmay be harder to fund on a secured basis during +times ofmarket stress include certain financial instruments in +the following categories: mortgage- and other asset-backed +loans and securities, non-investment-grade corporate debt +securities, equitysecurities andemerging market securities. +We also raise financing through other types of collateralized +financings, such as secured loans and notes.GS Bank USA +has access to funding from the FederalHome Loan Bank. We +had no outstanding borrowings from the Federal Home Loan +Bank as of both December 2023 and December 2022. +Additionally, we have access to funding through the Federal +Reserve discount window, but we do not rely on this funding +in our liquidity planningand stress testing. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 85 +The secret kitchen appliance is a "toaster". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_108.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_108.txt new file mode 100644 index 0000000000000000000000000000000000000000..605571f80b1c7ccc1bf1c9ee1934da80e8ab95d7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_108.txt @@ -0,0 +1,101 @@ +Unsecured Short-Term Borrowings.A significant portion +of our unsecured short-term borrowingswas originally long- +term debt that is scheduled to maturewithin 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 debtwith an original +maturity of less than one year, other than to its subsidiaries. +See Note 14 to the consolidated financial statements for +further information about our unsecured short-term +borrowings. +Unsecured Long-Term Borrowings.Unsecured long-term +borrowings, including structured notes, are raised through +syndicated U.S. registered offerings, U.S. registered and Rule +144A medium-term note programs, offshore medium-term +note offerings and other debt offerings. We issue in different +tenors, currencies and products to maximize the +diversification of our investor base. +The table below presents our quarterly unsecured long-term +borrowings maturity profile. +$ in millions +First +Quarter +Second +Quarter +Third +Quarter +Fourth +Quarter Total +As of December 2023 +2025 $15,074 $12,446 $ 7,099 $13,213 $ 47,832 +2026 $ 6,702 $ 4,928 $ 7,966 $10,551 30,147 +2027 $ 8,989 $ 3,332 $ 6,981 $16,790 36,092 +2028 $11,505 $ 6,345 $ 4,790 $ 5,388 28,028 +2029 -thereafter 99,778 +Total $ 241,877 +The weighted average maturity of our unsecured long-term +borrowings as of December 2023 was approximately six +years. To mitigate refinancing risk, we seek to limit the +principal amount of debt maturing over the course of any +monthly, quarterly, semi-annual or annual time horizon. We +enter into interest rate swaps to convert a portion of our +unsecured long-term borrowings into floating-rate +obligations to manage our exposure to interest rates. See +Note 14 to the consolidated financial statements for further +information about our unsecured long-term borrowings. +Shareholders’ Equity. Shareholders’ equity is a stable and +perpetual source of funding. See Note 19 to the consolidated +financial statements for further information about our +shareholders’ equity. +Capital Management andRegulatory 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 futureregulatory capitalrequirements, 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 and +subordinated debt or other forms of capital as business +conditions warrant. Prior to such redemptions or +repurchases, we must receive approval from the FRB. See +Notes 14 and 19 to the consolidated financial statements for +further information about our subordinated debt and +preferred stock. +Capital Planning and Stress Testing Process.As part of +capital planning, we project sources and uses of capital given +a range of business environments, including stressed +conditions. Our stress testing process is designed to identify +and measure material risks associated with our business +activities, including market risk, credit risk, operational risk +and liquidity risk, as well asour ability to generaterevenues. +Our capital planning process incorporates an internal capital +adequacy assessment with the objective of ensuring thatwe +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 experiencinga +severe stress event. Our assessment of capital adequacy is +viewed in tandem with our assessment of liquidity adequacy +and is integrated into our overall riskmanagement structure, +governance andpolicy framework. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +86 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_109.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_109.txt new file mode 100644 index 0000000000000000000000000000000000000000..bfe02b0b9f663acf9fb30ff199d82b94128eb400 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_109.txt @@ -0,0 +1,106 @@ +Our stress tests incorporate our internally designed stress +scenarios, including our internally developed severely adverse +scenario, and those required by the FRB, and are designed to +capture our specific vulnerabilities and risks. We provide +further information about our stress test processes and a +summary of the results on our website as described in +“Business — Available Information” in Part I, Item 1of this +Form 10-K. +As required by the FRB’s CCAR rules,we submit an annual +capital plan for review by the FRB. The purpose of the FRB’s +review is to ensure that we have a robust, forward-looking +capital planning process that accounts for our unique risks +and that permits continued operation during times of +economicand financial stress. +The FRB evaluates us based, in part, on whether we have the +capital necessary to continue operating under the baseline +and severely adverse scenarios provided by the FRB and those +developed internally. This evaluation also takesinto 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 debtor +other capital securities) and issue capital, across the rangeof +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 +supe +rvisory severely adverse scenario and (ii) our planned +common stock dividends for each of the fourth through +seventh quarters of the planning horizon, expressed as a +percentage of risk-weighted assets (RWAs). +Based on our 2023 CCAR submission, the FRB reduced our +SCB from 6.3% to5.5%, resulting in a Standardized CET1 +capital ratio requirement of 13.0% for the period from +October 1, 2023 through September 30, 2024. See “Share +Repurchase Program” for further information about common +stock repurchases and dividends and “Consolidated +Regulatory Capital” for further information about the G-SIB +surcharge. We published a summary of our annual DFAST +results in June 2023. See“Business — Available Information” +in Part I, Item 1 of this Form 10-K. +GS Bank USA is required to conduct stress tests on an annual +basis and publish a summary of certain results.GS Bank USA +published a summary of its annualDFAST results in June +2023. See“Business — Available Information” in Part I, Item +1 of this Form 10-K. +Goldman Sachs International (GSI), GSIB and GSBE also +have their own capital planning and stress testing processes, +which incorporate internally designed stress tests developed +in accordance with the guidelines of their respective +regulators. +Contingency Capital Plan.As part of our comprehensive +capital management policy, we maintain a contingency +capital plan. Our contingency capital plan provides a +framework for analyzing and responding to a perceivedor +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 externalstakeholders. +Capital Attribution. We assess the capital usage of each of +our businesses based on our attributed equity framework. +This framework considers many factors, including our +internal assessment of risks as well as the regulatory capital +requirements related to our business activities, which take +into consideration our binding capital constraints. Our +binding capital constraints include our CET1 capital ratio +requirement under the Standardized Capital Rules, which +incorporates the SCB as determined by the FRB based on its +own annual stresstest. +We review and make any necessary adjustments to our +attributed equity in January each year, to reflect, among +other things, our most recent stress test results and changesto +our regulatory capital requirements.On January 1, 2024, our +allocation of attributed equity changed (relative to the +allocation as of December 2023) as follows: attributed equity +increased by approximately $1.6 billion for Platform +Solutions, while attributed equity decreased by +approximately $1.2 billion for Asset & Wealth Management +and approximately $0.4 billion for Global Banking & +Markets. See “Results of Operations — SegmentAssets and +Operating Results — Segment Operating Results” for +information about our average quarterly attributed equity by +segment. +Share Repur +chase Program.We use our share repurchase +program to help maintain the appropriate level of common +equity. On an annual basis, we submit aBoard of Directors +of Group Inc.(Board) approved capital plan to the Federal +Reserve, which includes planned share repurchases for each +quarter. The share repurchases are effected primarily through +regular open-market purchases (which may include +repurchase plans designed to comply with Rule 10b5-1 and +accelerated share repurchases), the amounts and timing of +which are determined primarily by our current and projected +capital position, and capital deployment opportunities, but +which may also be influencedby general market conditions +and the prevailing price and trading volumes of our common +stock. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 87 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_110.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_110.txt new file mode 100644 index 0000000000000000000000000000000000000000..9d9c1e35490c7616779efa21cfeb5ef0e1ca6db0 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_110.txt @@ -0,0 +1,101 @@ +In February 2023, the Board approved a share repurchase +program authorizing repurchases of up to $30 billion of our +common stock. The program has no set expiration or +termination date. See “Market for Registrant’s Common +Equity, Related Stockholder Matters and Issuer Purchasesof +Equity Securities” in Part II, Item 5 of this Form 10-K and +Note 19 to the consolidated financial statements for further +information about our share repurchase program, and see +above for information about our capital planning and stress +testing process. +During 2023, we returned a total of $9.39 billion of capital to +common shareholders, including $5.80 billion of common +share repurchases and $3.59 billion of common stock +dividends. Consistent with our capital management +philosophy, we will continue prioritizing deployment of +capital for our clients where returns are attractive and +distribute any excess capital to shareholders through +dividends and share repurchases. +Effective January 1, 2023, a one percent non-deductible +federal excise tax (buyback tax) applies to the fairmarket +value of certain corporate share repurchases. The fairmarket +value of share repurchases subject to the tax is reduced by the +fair market value of any stock issued during the calendar +year, including stock issued to employees.The buyback tax +did not have a material impact on our financial condition, +results ofoperations or cash flows for 2023. +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. andGoldman 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. +We submitted our 2023 resolution plan in June 2023. See +"Business — Available Information" in Part I, Item 1of this +Form 10-K for information about the public portion of our +resolution plan submission. GS Bank USA submitted its 2023 +resolution plan in December2023. +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 BankUSA, +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 GroupInc. +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 approaches” +banking organization andhave been designatedas aG-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 3.0% for both +2023 and 2024. The G-SIB surcharge and countercyclical +capital buffer in the future may differ due to additional +guidance from our regulators and/or positional changes, and +our SCB is likely to change from year to year based on the +results of the annual supervisory stress tests. Our target isto +maintain capital ratios equal to the regulatory requirements +plus a buffer of 50 to 100basis points. +See Note 20 to the consolidated financial statements for +further information about our risk-based capital ratios and +leverage ratios, and theCapital Framework. +Total Loss-Absorbing Capacity (TLAC) +We are also subject to the FRB’s TLAC and related +requirements. Failure to comply with the TLAC andrelated +requirements would result in restrictions being imposed by +the FRB and could limit our ability to repurchase shares, pay +dividends and make certain discretionary compensation +payments. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +88 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_111.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_111.txt new file mode 100644 index 0000000000000000000000000000000000000000..d0c5c6d44af2a048672d0ce29f4a33a1e765c9ae --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_111.txt @@ -0,0 +1,107 @@ +The table below presents TLAC and external long-termdebt +requirements. +As of December +2023 2022 +TLAC to RWAs 22.0% 21.5% +TLAC to leverage exposure 9.5% 9.5% +External long-term debt to RWAs 9.0% 8.5% +External long-term debt to leverage exposure 4.5% 4.5% +In the table above: +• The TLAC to RWAs requirement included (i) the 18% +minimum, (ii) the 2.5% buffer, (iii) the countercyclical +capital buffer, which the FRB has set to zero percent and +(iv) the G-SIB surcharge (Method 1). TheG-SIB surcharge +(Method 1) was 1.5% as of December 2023 and 1.0% as of +December 2022. +• The TLAC to leverage exposure requirement includes (i) +the 7.5% minimum and (ii) the 2.0% leverage exposure +buffer. +• The external long-term debt to RWAs requirement +includes (i) the 6% minimum and (ii) the G-SIB surcharge +(Method 2). The G-SIB surcharge (Method 2) was 3.0% as +of December 2023 and 2.5% as of December 2022. +• 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 ThreeMonths +Ended or as of December +$ in millions 2023 2022 +TLAC $ 278,188 $ 297,100 +External long-term debt $ 154,300 $ 172,845 +RWAs $ 692,737 $ 679,450 +Leverage exposure $ 1,995,756 $ 1,867,358 +TLAC to RWAs 40.2% 43.7% +TLAC to leverage exposure 13.9% 15.9% +External long-term debt to RWAs 22.3% 25.4% +External long-term debt to leverage exposure 7.7% 9.3% +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-termdebt +subject to a haircut if it is due to be paid between one and +two years. +• In accordance with the TLAC rules, the higher of +Standardized or Advanced RWAs are used in the +calculation of TLAC and external long-term debt ratios +and applicable requirements. RWAs represent Standardized +RWAs as of December 2023 and Advanced RWAs as of +December 2022. +• Leverage exposure consists of average adjusted total assets +and certain off-balance sheet exposures. +See “Business — Regulation” in Part I, Item1 of this Form +10-K for further information aboutTLAC. +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 regulatorycapital requirements for GS BankUSA. +• GSIB. GSIB is our U.K. bank subsidiary regulated by the +Prudential Regulation Authority (PRA) and the Financial +Conduct Authority (FCA). GSIB is subject to theU.K. +capital framework, which is largely based on the Basel +Committee on Banking Supervision’s (Basel Committee) +capital framework for strengthening international capital +standards (Basel III). The eligible retail deposits of GSIB +are covered by the U.K. Financial ServicesCompensation +Scheme to the extentprovided by law. +The table below presents GSIB’s risk-based capital +requirements. +As of December +2023 2022 +Risk-based capitalrequirements +CET1 capitalratio 10.1% 9.7% +Tier 1 capitalratio 12.4% 11.9% +Total capitalratio 15.4% 14.9% +The table below presents information about GSIB’s risk- +based capital ratios. +As of December +$ in millions 2023 2022 +Risk-based capital andrisk-weighted assets +CET1 capital $ 3,936 $ 3,395 +Tier 1 capital $ 3,936 $ 3,395 +Tier 2 capital $ 826 $ 828 +Total capital $ 4,762 $ 4,223 +RWAs $ 16,546 $ 15,766 +Risk-based capitalratios +CET1 capitalratio 23.8% 21.5% +Tier 1 capitalratio 23.8% 21.5% +Total capitalratio 28.8% 26.8% +In the table above, the risk-based capital ratios as of +December 2023 reflected profits after foreseeable charges +that are still subject to audit by GSIB’s external auditors +and approval by GSIB’s Board of Directors for inclusion in +risk-based capital. These profits contributed 301 basis +points to the CET1 capitalratio asof December 2023. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 89 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_112.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_112.txt new file mode 100644 index 0000000000000000000000000000000000000000..c275f6c58d49ff6729a28f352523024a05fc4941 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_112.txt @@ -0,0 +1,85 @@ +The table below presents GSIB’s leverage ratio requirement +which became effective in January 2023 and the leverage +ratio. +As of +December 2023 +Leverage ratio requirement 3.6% +Leverage ratio 7.4% +In the table above, the leverage ratio as of December 2023 +reflected profits after foreseeable charges that are still +subject to audit by GSIB’s external auditors and approval +by GSIB’s Board of Directors for inclusion in risk-based +capital. These profits contributed 101 basis points to the +leverage ratio as of December 2023. +GSIB is subject to minimum reserve requirements at central +banks in certain of the jurisdictions inwhich it operates. As +of both December 2023 and December 2022, GSIB was in +compliance with these requirements. +• GSBE. GSBE is our German bank subsidiary supervised by +the European Central Bank, BaFin and Deutsche +Bundesbank. GSBE is a non-U.S. banking subsidiary of GS +Bank USA and is also subject to standalone regulatory +capital requirements noted below.GSBE is subject to the +capital requirements prescribed in the amended E.U. +Capital Requirements Directive (CRD) and E.U. Capital +Requirements Regulation (CRR),which are largely based +on Basel III. The deposits of GSBE are covered by the +German statutory deposit protection program to the extent +provided by law. In addition, GSBE has elected to +participate in the German voluntary deposit protection +program which provides further insurance for certain +eligible deposits beyond the coverage of the German +statutory deposit program. +The table below presents GSBE’s risk-based capital +requirements. +As of December +2023 2022 +Risk-based capitalrequirements +CET1 capitalratio 10.0% 9.2% +Tier 1 capitalratio 12.1% 11.3% +Total capitalratio 14.8% 14.0% +The table below presents information about GSBE’s risk- +based capital ratios. +As of December +$ in millions 2023 2022 +Risk-based capital andrisk-weighted assets +CET1 capital $ 14,143 $ 9,536 +Tier 1 capital $ 14,143 $ 9,536 +Tier 2 capital $ 22 $ 21 +Total capital $ 14,165 $ 9,557 +RWAs $ 39,746 $ 30,154 +Risk-based capitalratios +CET1 capitalratio 35.6% 31.6% +Tier 1 capitalratio 35.6% 31.6% +Total capitalratio 35.6% 31.7% +In the table above, the risk-based capital ratios as of +December 2023 reflected profits after foreseeable charges +that are still subject to audit by GSBE’s external auditors +and approval by GSBE’s shareholder (GS BankUSA) for +inclusion in risk-based capital. These profits contributed 97 +basis points to the CET1 capitalratio asof December 2023. +The table below presents GSBE’s leverage ratio +requirement and leverageratio. +As of December +2023 2022 +Leverage ratio requirement 3.0% 3.0% +Leverage ratio 11.3% 10.6% +In the table above, the leverage ratio as of December 2023 +reflected profits after foreseeable charges that are still +subject to audit by GSBE’s external auditors and approval +by GSBE’s shareholder (GS Bank USA) for inclusion in +risk-based capital. These profits contributed 58basis points +to the leverageratio asof December 2023. +GSBE is subject to minimum reserve requirements at +central banks in certain of the jurisdictions in which it +operates. As of both December 2023 and December 2022, +GSBE was in compliance with theserequirements. +GSBE is a registered swap dealer with theCFTC and a +registered security-based swap dealer with the SEC.As of +both December 2023 and December 2022, GSBE was +subject to and in compliance with applicable capital +requirements for swap dealers and security-based swap +dealers. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +90 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_113.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_113.txt new file mode 100644 index 0000000000000000000000000000000000000000..c7136e28b31351b2cba6840cff0ad7f2b6504615 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_113.txt @@ -0,0 +1,101 @@ +U.S. Regulated Broker-Dealer Subsidiaries. GS&Co., +our primary U.S. regulated broker-dealer subsidiary, is alsoa +registered futures commission merchant and a registered +swap dealer with the CFTC, and a registered security-based +swap dealer with the SEC, and therefore is subject to +regulatory capital requirements imposed by the SEC, the +Financial Industry Regulatory Authority, Inc., the CFTC, the +Chicago Mercantile Exchange and the National Futures +Association. Rule 15c3-1 of theSEC andRules 1.17 and Part +23 Subpart E of the CFTC specify uniformminimum net +capital requirements, as defined, for their registrants, and +also effectively require that a significant part of the +registrants’ assets be kept in relatively liquid form. GS&Co. +has elected to calculate its SEC minimum capital +requirements in accordance with the “AlternativeNet Capital +Requirement” as permitted by Rule 15c3-1 of the SEC. +GS&Co. had regulatory net capital, as defined by Rule +15c3-1 of the SEC, of $20.25 billion as of December 2023 and +$22.21 billion as of December 2022, which exceeded the +greater of the minimum amounts required under Rule 15c3-1 +of the SEC andRules 1.17 and Part 23 Subpart E of the CFTC +by $15.07 billion as of December 2023 and $17.46 billion as of +December 2022. In addition to its alternativeminimum net +capital requirements, GS&Co. is also required to hold +tentative net capital in excess of $5 billion and net capital in +excess of $1 billion in accordance with Rule 15c3-1. GS&Co. +is also required to notify the SEC in the event that its +tentative net capital is less than $6 billion. As of both +December 2023 and December 2022, GS&Co. had tentative +net capital and net capital in excess of both the minimum and +the notification requirements. +Non-U.S. Regulated Broker-Dealer Subsidiaries. Our +principal non-U.S. regulated broker-dealer subsidiaries +include GSIand GSJCL. +GSI, our U.K. broker-dealer, is regulated by the PRA and the +FCA. GSI is subject to the U.K. capital framework, which is +largely based onBasel III. +The table below presents GSI’s risk-based capital +requirements. +As of December +2023 2022 +Risk-based capitalrequirements +CET1 capital ratio 9.1% 8.7% +Tier 1 capitalratio 11.0% 10.7% +Total capitalratio 13.7% 13.3% +In the table above, the risk-based capital requirements +incorporate capital guidance received from the PRA and +could change in thefuture. +The table below presents information about GSI’s risk-based +capital ratios. +As of December +$ in millions 2023 2022 +Risk-based capital andrisk-weighted assets +CET1 capital $ 32,403 $ 31,780 +Tier 1 capital $ 37,903 $ 40,080 +Tier 2 capital $ 6,877 $ 5,377 +Total capital $ 44,780 $ 45,457 +RWAs $ 257,956 $ 247,653 +Risk-based capitalratios +CET1 capitalratio 12.6% 12.8% +Tier 1 capitalratio 14.7% 16.2% +Total capitalratio 17.4% 18.4% +In the table above, the risk-based capital ratios as of +December 2023 reflected profits after dividends paid and +foreseeable charges that are still subject to verification by +GSI’s external auditors and approval by GSI’s Board of +Directors for inclusion in risk-based capital. These profits +contributed 18 basis points to the CET1 capital ratio as of +December 2023. +The table below presents GSI’s leverage ratio requirement +which became effective in January 2023 and the leverage +ratio. +As of +December 2023 +Leverage ratio requirement 3.5% +Leverage ratio 4.9% +In the table above, the leverage ratio as of December 2023 +reflected profits after dividends paid and foreseeable charges +that are still subject to verification by GSI’s external auditors +and approval by GSI's Boardof Directors for inclusion in +risk-based capital. These profits contributed7 basis points to +the leverage ratio asof December 2023. +GSI is a registered swap dealer with the CFTC and a +registered security-based swap dealer with the SEC.As of +both December 2023 and December 2022, GSI was subject to +and in compliance with applicable capital requirements for +swap dealers andsecurity-based swap dealers. +GSI is also subject to a minimumrequirement for own funds +and eligible liabilities issued to affiliates. As of both +December 2023 and December 2022, 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 December 2023 and December 2022, +these subsidiaries were in compliance with their local capital +requirements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 91 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_114.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_114.txt new file mode 100644 index 0000000000000000000000000000000000000000..dc423c91582ab4a7f1ec01a3f327043557f85985 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_114.txt @@ -0,0 +1,68 @@ +Regulatory and Other Matters +Our businesses are subject to extensive regulation and +supervision worldwide. Regulations have been adopted or are +being considered by regulators and policy makers worldwide. +Given that many of the new and proposed rules are highly +complex, the full impact of regulatory reform will not be +known until the rules are implemented and market practices +develop under thefinal regulations. +See “Business — Regulation” in Part I, Item 1 of this Form +10-K for further information about the laws, rules and +regulations and proposed laws, rules and regulations that +apply to us and our operations. +Off-Balance Sheet Arrangements +In the ordinary course of business,we enter into varioustypes +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 creditand representations andwarranties. +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 themortgage- +backed and other asset-backed securities markets, since they +offer investors access to specific cash flows and risks created +through the securitization process. +We also enter into these arrangements to underwrite client +securitization transactions; provide secondary market +liquidity; make investments in performing and +nonperforming debt, distressed loans, power-related assets, +equity securities, real estate and other assets; and provide +investors with credit-linkedand asset-repackaged notes. +The table below presents where information about our +various off-balance sheet arrangementsmay be found in this +Form 10-K. In addition, see Note 3 to the consolidated +financial statements for information about our consolidation +policies. +Off-Balance Sheet Arrangement Disclosure inForm 10-K +Variable in terests and ot her +obligations, inclu ding contingent +obligations, arisin g from variable +interests in nonconsolidated +variable interestentities +See Note 17 to the consolidated +financial statements. +Guarantees, and lending and other +commitments +See Note 18 to the consolidated +financial statements. +Derivatives See “Risk Management — +Credit Risk Manag ement — +Credit Exposures — OTC +Derivatives” and Notes 4, 5, 7 +and 18 to the consolidated +financial statements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +92 Goldman Sachs 2023 Form 10-K +The secret object #1 is a "door". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_115.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_115.txt new file mode 100644 index 0000000000000000000000000000000000000000..4fb1f573f16e5e1c72288521cf4a4b364e52bb4e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_115.txt @@ -0,0 +1,87 @@ +Risk Management +Risks are inherent in our businesses and include liquidity, +market, credit, operational, cybersecurity, model, legal, +compliance, conduct, regulatory and reputational risks. For +further information about our risk management processes, +see “Overview and Structure of Risk Management,” and for +information about our areas of risk, see “Liquidity Risk +Management,” “Market Risk Management,” “Credit Risk +Management,” “Operational Risk Management,” +“Cybersecurity Risk Management,” “Model Risk +Management” and “Other Risk Management,” as well as +“Risk Factors” inPart I, Item 1A of this Form 10-K. +Overview and Structure of Risk Management +Overview +We believe that effective risk management is critical to our +success. Accordingly, we have established an enterprise risk +management framework that employs a comprehensive, +integrated approach to risk management and is designed to +enable comprehensive risk management processes through +which we identify, assess, monitor and manage the risks we +assume in conducting our activities. Our risk management +structure is built around three core components: governance, +processes and people. +Governance. Risk management governance starts with the +Board, which both directly and through its committees, +including its Risk Committee, oversees our risk management +policies and practices implemented through the enterprise +risk management framework. The Board is also responsible +for the annual review and approval of our risk appetite +statement. The risk appetite statement describes the levels +and types of risk we are willing to accept or to avoid in order +to achieve our objectives included in our strategic business +plan, while remaining in compliance with regulatory +requirements. The Board reviews our strategic business plan +and is ultimately responsible for overseeing and providing +direction about our strategy and risk appetite. +The Board, including through its committees, receives regular +briefings on firmwide risks, including liquidity risk, market +risk, credit risk, operational risk, cybersecurity risk, model +risk and climate risk, from our independent risk oversight +and control functions, including our chief risk officer, on +cybersecurity threats and risks from our chief information +security officer (CISO), on compliance risk and conduct risk +from our chief compliance officer, on legal and regulatory +enforcement matters from our chief legal officer, and on +other matters impacting our reputation from the chair and/or +vice-chairs of our Firmwide ReputationalRisk 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 establishedin our risk appetite statement. +The implementation of our risk governance structure and +core risk management processes is overseen by Enterprise +Risk, which reports to our chief risk officer, and is +responsible for ensuring thatour 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 withour 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 thoserisks withinour 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 andTax. +Internal Audit is considered our third line of defense, and our +director of Internal Audit reports to the AuditCommittee 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 riskmanagement framework, and +providing timely reporting to the Audit Committee of the +Board, seniormanagement and regulators. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 93 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_116.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_116.txt new file mode 100644 index 0000000000000000000000000000000000000000..49455e878477190375082d0b3bf23bb434211cee --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_116.txt @@ -0,0 +1,101 @@ +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 control assessment, (ii) risk +appetite, limits, thresholds and alerts setting, (iii) risk +metrics, reporting and monitoring, and (iv) risk decision- +making. +• Risk Identification and Control Assessment. We +believe the identification of our risks and related control +assessment is a critical step in providing our Board and +senior management transparency and insight into the range +and materialityof our risks. We have a comprehensive data +collection process, including firmwide policies and +procedures that require all employees to report and escalate +risk events. Our approach for risk identification and +control assessment is comprehensive across all risk types, is +dynamic and forward-looking to reflect and adapt to our +changing risk profile and business environment, leverages +subject matter expertise, and allows for prioritization of +our most critical risks. This approach also encompasses +our control assessment, led by our second line of defense, +to review and challengethe control environment to help +ensure it supports our strategic business plan. +To effectively assess our risks, we maintain a daily +discipline of marking substantially all of our inventory to +current market levels. We carry our inventory at fair value, +with changes in valuation reflected immediately in our risk +management systems and in net revenues. We do so +because we believe this discipline is one of the most +effective tools for assessing and managing risk and that it +provides transparent and realistic insight into our inventory +exposures. +An important part of our risk management process is +firmwide stress testing. It allows us to quantify our +exposure to tail risks, highlight potential loss +concentrations, undertake risk/reward analysis, and assess +and mitigate our risk positions. Firmwide stress tests are +performed ona regular basis and are designed to ensure a +comprehensive analysis of our vulnerabilities and +idiosyncratic risks combining financial and nonfinancial +risks, including, but not limited to, credit, market, liquidity +and funding, operational and compliance, climate, +strategic, systemic and emerging risks into a single +combined scenario. We also perform ad hoc stress tests in +anticipation of market events or conditions. Stress tests are +also used to assess capital adequacy as part of our capital +planning and stress testing process. See “Capital +Management and Regulatory Capital — Capital +Management” forfurther information. +• Risk Appetite, Limits, Thresholds and Alerts Setting. +We apply a framework of limits and thresholds to control +and monitor risk across transactions, products, businesses +and markets. The Board, directly or indirectly through its +Risk Committee, approves limits, thresholds and alerts +included in our risk appetite statement at firmwide, +business and product levels. In addition, the FirmwideRisk +Appetite Committee, through delegated authority from the +Firmwide Enterprise Risk Committee, is responsible for +approving our risk limits, thresholds and alerts policy, +subject to the overall limits approved by the Risk +Committee of the Board, andmonitoring these limits. +The Firmwide Risk Appetite Committee is responsible for +approving limits at firmwide, business and product levels. +Certain limits may be set at levels that will require periodic +adjustment, rather than at levels that reflect our maximum +risk appetite. This fosters an ongoing dialogue about risk +among our first and second lines of defense, committees +and senior management, as well as rapid escalation of risk- +related matters. Additionally, through delegated authority +from the Firmwide Risk Appetite Committee, MarketRisk +sets limits at certain product and desk levels, andCredit +Risk sets limits for individual counterparties and their +subsidiaries, industries and countries. Limits are reviewed +regularly and amended on apermanent or temporary basis +to reflect changes to our strategic business plan, as well as +changing market conditions, business conditions or risk +tolerance. +• Risk Metrics, Reporting and Monitoring.Effective risk +reporting and risk decision-making depends on our ability +to get the right information to the right people at the right +time. As such, we focus on the rigor and effectiveness of +our risk systems, with the objective of ensuring that our +risk management technology systems provide us with +complete, accurate and timely information. Our risk +metrics, reporting andmonitoring processes are designed to +take into account information about both existing and +emerging risks, thereby enabling our risk committees and +senior management to performtheir 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 factorsat a firmwide level. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +94 Goldman Sachs 2023 Form 10-K +The secret sport is "skiing". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_117.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_117.txt new file mode 100644 index 0000000000000000000000000000000000000000..9d7e20b6b1de28038847b60c4b65559492df724a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_117.txt @@ -0,0 +1,79 @@ +• Risk Decision-Making. Our governances tructure +providest he protocol and responsibility ford ecision- +making on risk management issues and is designedt o +ensure implementation of those decisions. We make +extensive use of risk committees that meetregularlya nd +servea sa ni mportant meanst ofacilitatea nd foster +ongoing discussions to manage and mitigate risks. +We maintain stronga nd proactivec ommunicationa bout +risk and we haveac ulture of collaboration in decision- +making amongo ur first ands econd lines of defense, +committees andseniorm anagement.W hile our firstline of +defensei sr esponsible form anagemento ft heir risk, we +dedicate extensive resourcest oour second line of defensei n +ordert oe nsureastrongo versight structurea nd an +appropriate segregation of duties. We regularly reinforce +our strong cultureo fescalation and accountability across +all functions. +People. Even the bestt echnologys erves only as at oolf or +helping to make informedd ecisions in real timea bout the +risks we are taking. Ultimately, effective risk management +requiresour peoplet ointerpreto ur risk data on an ongoing +and timely basis and adjust risk positions accordingly. The +experience of ourprofessionals, and their understanding of +the nuances and limitations of eachrisk measure, guides us in +assessing exposuresa nd maintaining them within prudent +levels. +We reinforceaculture of effective risk management, +consistent with our risk appetite, in our training and +development programs, as well as in theway we evaluate +performance,a nd recognize and reward our people. Our +training and development programs, including certain +sessions led by ourmost seniorl eaders, are focused on the +importance of risk management, clientr elationshipsa nd +reputational excellence. As part of our performance review +process, we assessreputational excellence, including howa n +employee exercises good risk managementand reputational +judgment,a nd adheres to our code of conducta nd +compliance policies. Our review and reward processes are +designed to communicateand reinforce to our professionals +the link betweenb ehaviora nd how people are recognized, +the needt ofocus on our clients and our reputation, andthe +need to always act in accordancewith our highest standards. +Structure +Ultimate oversight of riski sthe responsibility of ourBoard. +TheB oardo versees riskb othd irectly and throughi ts +committees, including its Risk Committee.W ealso have a +series of committeesthatg enerally consist of senior managers +from both ourfirsta nd secondlines of defense, withspecific +riskm anagementm andates that haveoversight or decision- +making responsibilities forr iskm anagement activities.W e +have establishedp roceduresf or thesec ommittees so that +appropriate informationb arriersa re in place.O ur primary +riskc ommittees, most of which also havea dditionals ub- +committees, councils or workingg roups, ared escribed +below. In additiont othesec ommittees, we have otherrisk +committeest hatp rovide oversight ford ifferent businesses, +activities, products,r egions ande ntities. Allo fo ur +committeesh aver esponsibility forconsidering the impacto n +ourr eputation of thet ransactions anda ctivitiest hatt hey +oversee. +Membership of ourriskc ommitteesi sreviewed regularly and +updated to reflectc hangesi nt he responsibilitieso ft he +committee members. Accordingly,t he length of time that +memberss erve on ther espective committees variesa s +determined by thec ommittee chairs andb ased on the +responsibilities of themembers. +Thec hartb elow presents an overview of ourr isk +management governance structure. +Management Committee. TheM anagement Committee +oversees ourg lobal activities.I tp rovidest his oversight +directly andthrough authority delegated to committeesi thas +established. This committee consistso fo ur most senior +leaders,a nd is chaired by ourchiefe xecutive officer.M ost +members of theManagementC ommittee are alsomembers of +otherc ommittees.T he followingare thecommitteest hata re +principally involvedi nfirmwider iskm anagement. +THEG OLDMANS ACHS GROUP,I NC. ANDSUBSIDIARIES +Management’s Discussion and Analysis +Goldman Sachs2 023F orm1 0-K9 5 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_118.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_118.txt new file mode 100644 index 0000000000000000000000000000000000000000..5583652793da5c5d671857179a299375dbeec441 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_118.txt @@ -0,0 +1,104 @@ +Firmwide Enterprise Risk Committee. The Firmwide +Enterprise Risk Committee is responsible for overseeing all of +our financial and nonfinancial risks. As part of such +oversight, the committee is responsible for the ongoing +review, approval and monitoring of our enterprise risk +management framework, as well as our risk limits, and +thresholds and alerts policy, through delegated authority to +the Firmwide Risk Appetite Committee. The Firmwide +Enterprise Risk Committee also reviews new significant +strategic business initiatives to determinewhether they are +consistent with our risk appetite and risk management +capabilities. Additionally, the Firmwide Enterprise Risk +Committee performs enhanced reviews of significant risk +events, the top residual andemerging risks, and the overall +risk and control environment in each of our business units in +order to propose uplifts, identify elements that are common +to all business units and analyze the consolidated residual +risks that we face. This committee, which reports to the +Management Committee, is co-chaired by our president and +chief operating officer and our chief risk officer, who are +appointed as chairs by ourchief executive officer, and the +vice-chair is our chief financial officer, who isappointed as +vice-chair by the chairs of the Firmwide Enterprise Risk +Committee. The Firmwide Enterprise Risk Committee also +periodically provides updates to, and receives guidance from, +the Risk Committee of theBoard. The following are the +primary committees or councils that report to the Firmwide +Enterprise Risk Committee (unless otherwise noted): +• Firmwide Risk Council. The Firmwide Risk Council is +responsible for the ongoing monitoring of relevant +financial risks at the firmwide, business and product levels. +This council is co-chaired by our chief financial officer and +our chief risk officer. +• Firmwide New Activity Committee. The Firmwide +New Activity Committee is responsible for reviewing new +activities and for establishing a process to identify and +review previously approved activities that are significant +and that have changed in complexity and/or structure or +present different reputational and suitability concerns over +time to consider whether these activities remain +appropriate. This committee is chaired by our controller +and chief accounting officer,who is appointed as chair by +the chairs of the Firmwide Enterprise Risk Committee. +• Firmwide Operational Risk and Resilience +Committee. The Firmwide Operational Risk and +Resilience Committee is responsible for overseeing +operational risk, and seeks to ensure our business and +operational resilience. To assist the Firmwide Operational +Risk and Resilience Committee in carrying out its mandate, +other risk committees with dedicated oversight for +technology-related risks, including cybersecurity matters +and artificial intelligence (AI), report into the Firmwide +Operational Risk and Resilience Committee. This +committee is co-chaired by our chief administrative officer +for EMEA and our head of Operational Risk, who are +appointed as chairs by the chairs of the Firmwide +Enterprise Risk Committee. +• Firmwide Conduct Committee.The Firmwide Conduct +Committee is responsible for the ongoing approval and +monitoring of the frameworks and policies which govern +our conduct risks. Conduct risk is the risk that our people +fail to act in a manner consistent with our Business +Principles and related core values, policies or codes, or +applicable laws or regulations, thereby falling short in +fulfilling their responsibilities to us, our clients, colleagues, +other market participants or the broader community.This +committee is chaired by our chief legal officer, who is +appoin +ted as chair by the chairs of the Firmwide Enterprise +Risk Committee. +• Firmwide Risk Appetite Committee. The Firmwide +Risk Appetite Committee (through delegated authority +from the Firmwide Enterprise Risk Committee) is +responsible for the ongoing approval and monitoring of +risk frameworks, policies and parameters related to our +core risk management processes, as well as limits, +thresholds and alerts, at firmwide, business and product +levels. In addition, this committee is responsible for +overseeing our financial risks and reviews the results of +stress tests and scenario analyses. To assist the Firmwide +Risk Appetite Committee in carrying out its mandate, a +number of other risk committees with dedicated oversight +for stress testing, model risks, Volcker Rule compliance, as +well as our investments or other capital commitments that +may give rise to financial risk, report into the Firmwide +Risk Appetite Committee. This committee is chaired by +our chief risk officer, who is appointed as chair by the +chairs of the Firmwide Enterprise Risk Committee.The +Firmwide Capital Committee and FirmwideCommitments +Committee report to the Firmwide Risk Appetite +Committee. +Firmwide Capital Committee. The Firmwide Capital +Committee provides approval and oversight of debt-related +transactions, including principal commitments of our +capital. This committee aims to ensure that business, +reputational and suitability standards for underwritings +and capital commitments are maintained on a global basis. +This committee is co-chaired by our head ofCredit Risk +and a co-head of our Global Financing Group, who are +appointed as chairs by the chair of the Firmwide Risk +Appetite Committee. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +96 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_119.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_119.txt new file mode 100644 index 0000000000000000000000000000000000000000..abe6f775d82e884f33dcbcf91df320fa2ac710fc --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_119.txt @@ -0,0 +1,99 @@ +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 additionto reviewing specific transactions, +this committee periodically conducts general strategic +reviews of sectors and products and establishes policies in +connection with transaction practices. This committee is +co-chaired by our chief equity underwriting officer for the +Americas, a co-chairman of our Global Financial +Institutions Group, and a co-head of our Global +Investment Grade Capital Markets and Risk Management +Group in Global Banking & Markets,who are appointed +as chairs by the chair of the Firmwide Risk Appetite +Committee. +• Firmwide Reputational Risk Committee. The +Firmwide Reputational Risk Committee is responsible for +assessing reputational risks arising from opportunities that +have been identified as having potential heightened +reputational risk, including transactions identified +pursuant to the criteria established by the Firmwide +Reputational Risk Committee and as determined by +committee leadership. This committee is also responsible +for overseeing client-related business standards and +addressing client-related reputational risk. This committee +is chaired by our president and chief operating officer, who +is appointed as chair by our chief executive officer, and the +vice-chairs are our chief legal officer and the head of +Conflicts Resolution, who are appointed as vice-chairs by +the chair of the Firmwide Reputational Risk Committee. +This committee periodically provides updates to, and +receives guidance from, the Public Responsibilities +Committee of the Board. The Firmwide Suitability +Committee reports to the Firmwide Reputational Risk +Committee. +Firmwide Suitability Committee. The Firmwide +Suitability Committee is responsible for setting standards +and policies for product, transaction and client suitability +and providing a forum for consistency across functions, +regions and products on suitability assessments. This +committee also reviews suitability matters escalated from +other committees. This committee is co-chaired by our +chief compliance officer and an advisory director, who are +appointed as chairs by the chair of the Firmwide +Reputational Risk Committee. +• Firmwide Data Governance Committee.The Firmwide +Data Governance Committee is responsible for overseeing +the firmwide data governance framework, and its +implementation, to help ensure that data governance and +data quality are appropriate. This committee is co-chaired +by our chief information officer and our chief risk officer, +who are appointed as chairs by the chairs of the Firmwide +Enterprise Risk Committee. +Firmwide Asset Liability Committee. The Firmwide +Asset Liability Committee reviews and approves the strategic +direction for our financial resources, including capital, +liquidity, funding and balance sheet. This committee has +oversight responsibility for asset liability management, +including interest rate and currency risk, funds transfer +pricing, capital allocation and incentives, and credit ratings. +This committee makes recommendations as to any +adjustments to asset liabilitymanagement and financial +resource allocation in light of current events, risks, +exposures, and regulatory requirements and approves related +policies. This committee is co-chaired by our chief financial +officer and our global treasurer, who are appointed as chairs +by our chief executive officer, and reports to the +Management Committee. +Liquidity Risk Management +Overview +Liquidity risk is the risk that we will be unable to fund +ourselves or meet our liquidity needs in the event of firm- +specific, broader industry ormarket liquidity stress events. +We have in place a comprehensive and conservative set of +liquidity and funding policies.Our principal objective is tobe +able to fund ourselves and to enable our core businessesto +continue to serve clients and generate revenues, even under +adverse circumstances. +Treasury, which reports to our chief financial officer, has +primary responsibility for developing, managing and +executing our liquidity and funding strategy within our risk +appetite. +Liquidity Risk, which is independent of our revenue- +producing units and Treasury, and reports to our chief risk +officer, has primary responsibility for identifying, monitoring +and managing our liquidity risk through firmwide oversight +across our global businesses and the establishment of stress +testing and limits frameworks. +Liquidity Risk Management Principles +We manage liquidity risk according to three principles: (i) +hold sufficient excess liquidity in the formof GCLA to cover +outflows during a stressed period, (ii)maintain appropriate +Asset-Liability Management and (iii) maintain a viable +Contingency Funding Plan. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 97 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_120.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_120.txt new file mode 100644 index 0000000000000000000000000000000000000000..af2cbaf4ffea2d454940da66ec29bd5e931576b8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_120.txt @@ -0,0 +1,98 @@ +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 cashand 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 maturitiesof +resale agreements, and that this cashwould allow us tomeet +immediate obligations without needing to sell other assetsor +depend on additional funding from credit-sensitivemarkets. +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 financingflows. +Our businesses are diverse, and our liquidity needs are +determined by many factors, including marketmovements, +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 financingmay change +and certaindeposits 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 fundingcosts. +We maintain our GCLA acrossGroup Inc., Goldman Sachs +Funding LLC (Funding IHC) andGroup Inc.’s major broker- +dealer and bank subsidiaries, asset types and clearing agents +with the goal of providing us with sufficient operating +liquidity to ensure timely settlement in all majormarkets, +even in a difficult funding environment. In addition to the +GCLA, we maintain cash balances and securities in severalof +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. Wemanage 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 liquidityprofile of ourassets. +Our approach to asset-liabilitymanagement includes: +• Conservatively managing the overall characteristics of our +funding book, with a focuson maintaining long-term, +diversified sources of funding in excess of our current +requirements. See “Balance Sheet and Funding Sources — +Funding Sources” forfurther information; +• Actively managing and monitoring our asset base, with +particular focus on the liquidity, holding period and ability +to fund assets on a securedbasis. We assess our funding +requirements and our ability to liquidate assets in a stressed +environment while appropriately managing risk. This +enables us to determine the most appropriate funding +products and tenors. See “Balance Sheet and Funding +Sources — Balance Sheet Management” for further +information about our balance sheet management process +and “— Funding Sources — Secured Funding” for further +information about asset classes that may be harder to fund +on a secured basis; and +• Raising secured and unsecured financing that has a long +tenor relative to the liquidity profile of our assets.This +reduces the risk that our liabilities will come due in +advance of our ability to generate liquidity from the sale of +our assets. Because wemaintain a highly liquid balance +sheet, the holding period of certain of our assets may be +materially shorter than their contractualmaturity dates. +Our goal is to ensure that wemaintain sufficient liquidity to +fund our assets and meet our contractual and contingent +obligations in normal times, as well as during periods of +market stress. Through our dynamic balance sheet +management process, we use actual and projected asset +balances to determine secured and unsecured funding +requirements. Funding plans are reviewed and approved by +the Firmwide Asset Liability Committee. In addition, our +independent risk oversight and control functions analyze, and +the Firmwide Asset Liability Committee reviews, our total +unsecured long-term borrowings and total shareholders’ +equity to help ensure that wemaintain a level of long-term +funding that is sufficient to meet our long-term financing +requirements. In a liquidity crisis, we would begin by +liquidating and monetizing our GCLA before selling other +assets. However, we recognize that orderly asset sales maybe +prudent or necessary in asevere or persistent liquidity crisis. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +98 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_121.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_121.txt new file mode 100644 index 0000000000000000000000000000000000000000..ba967dc844c73f40cffc658712d0ea1b56970a99 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_121.txt @@ -0,0 +1,90 @@ +Subsidiary Funding Policies +The majority of our unsecured borrowings is raised by Group +Inc., which provides the necessary funds to Funding IHC and +other subsidiaries, some of which are regulated, tomeet 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, securedfunding 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 blockor +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 December 2023, +Group Inc. had $36.58 billion of equity and subordinated +indebtedness invested in GS&Co., its principal U.S. +registered broker-dealer; $47.17 billion invested in GSI, a +regulated U.K. broker-dealer; $2.44 billion invested in +GSJCL, a regulated Japanese broker-dealer; $56.91 billion +invested in GS Bank USA, a regulated New York State- +chartered bank; and $4.80 billion invested in GSIB, a +regulated U.K. bank. Group Inc. also provides financing, +directly or indirectly, in the form of: $137.58 billion of +unsubordinated loans (including secured loans of +$40.47 billion) and $35.60 billion of collateral and cash +deposits to theseentities as of December 2023. In addition, as +of December 2023, 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 forexecution. +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 periodof +market stress. +Stress Tests +In order to determine the appropriate size of our GCLA,we +model liquidity outflows over a range of scenarios and time +horizons. One of our primary internal liquidity risk models, +referred to as the Modeled LiquidityOutflow, quantifies our +liquidity risks over a 30-day stress scenario. We also consider +other factors, including, but not limited to, an assessmentof +our potential intraday liquidity needs through an additional +internal liquidity risk model, referred to as the Intraday +Liquidity Model, the resultsof our long-term stress testing +models, our resolution liquiditymodels and other applicable +regulatory requirements and a qualitative assessment of our +condition, as well as the financialmarkets. 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 stresstests. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 99 +The secret currency is a "rupee". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_122.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_122.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d396d29a228b0785bf678e3cc22b829b9818a19 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_122.txt @@ -0,0 +1,100 @@ +Modeled Liquidity Outflow. Our Modeled Liquidity +Outflow is based on conducting multiple scenarios that +include combinations of market-wide and firm-specific stress. +These scenarios are characterized by the following qualitative +elements: +• Severely challenged market environments, which include +low consumer and corporate confidence, financial and +political instability, and adverse changes in market values, +including potential declines in equity markets and widening +of credit spreads; and +• A firm-specific crisis potentially triggered by material +losses, reputational damage (including, as a result of, the +dissemination of negative information through social +media), litigation and/or a ratings downgrade. +The following are key modeling elements of our Modeled +Liquidity Outflow: +• Liquidity needs over a 30-day scenario; +• A two-notch downgrade of our long-term senior unsecured +credit ratings; +• Changing conditions in funding markets,which limit our +access to unsecuredand secured funding; +• No support from additional government funding facilities. +Although we have access to various central bank funding +programs, we do not assume reliance on additional sources +of funding in a liquidity crisis; and +• A combination of contractual outflows and contingent +outflows arising from both our on- and off-balance sheet +arrangements. Contractual outflows include, among other +things, upcoming maturities of unsecured debt, term +deposits and secured funding. Contingent outflows include, +among other things, the withdrawal of customer credit +balances in our prime brokerage business, increase in +variation margin requirements due to adverse changes in +the value of our exchange-traded and OTC-cleared +derivatives, draws on unfunded commitments and +withdrawals of deposits that have no contractualmaturity. +See notes to the consolidated financial statements for +further information about contractual outflows, including +Note 11 for collateralized financings, Note 13 for deposits, +Note 14 for unsecured long-termborrowings and Note 15 +for operating lease payments, and “Off-Balance Sheet +Arrangements” for further information about our various +types of off-balance sheet arrangements. +Intraday Liquidity Model. Our Intraday Liquidity Model +measures our intraday liquidity needs in a scenario where +access to sources of intraday liquidity may become +constrained. The intraday liquidity model considers a variety +of factors, including historical settlement activity. +Long-Term Stress Testing. We utilize longer-term stress +tests to take a forward view onour 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 tomaintain a diversified funding +profile with an appropriate tenor, taking into consideration +the characteristics and liquidityprofile of ourassets. +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 ourmajor subsidiaries ina +stressed environment. The liquidity needs are measured using +our Modeled Liquidity Outflow assumptions and include +certain additional inter-affiliate exposures. We have also +established our Resolution Liquidity Execution Need +framework, which measures the liquidity needs of our major +subsidiaries to stabilize and wind down following a Group +Inc. bankruptcy filing in accordance with our preferred +resolution strategy. +In addition, we have established a triggers and alerts +framework, which is designed to provide the Board with +information needed to make an informed decision on +whether and when to commence bankruptcy proceedings for +Group Inc. +Limits +We use liquidity risk limits at various levels and across +liquidity risk types to manage the size of our liquidity +exposures. Limits are measured relative to acceptable levels +of risk given our liquidity risk tolerance. See “Overview and +Structure of Risk Management” for information about the +limit approval process. +Limits are monitored by Treasury and Liquidity Risk. +Liquidity Risk is responsible for identifying and escalating to +senior management and/or the appropriate risk committee, +on a timely basis, instances where limits have been exceeded. +GCLA and UnencumberedMetrics +GCLA. Based on the results of our internal liquidity risk +models, described above, as well as our consideration of +other factors, including, but not limited to, a qualitative +assessment of our condition, as well as the financial markets, +we believe our liquidity position as of both December 2023 +and December 2022 was appropriate. We strictly limitour +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 sourcesof +excess liquidity in our GCLA, such as less liquid +unencumbered securitiesor committed credit facilities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +100 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_123.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_123.txt new file mode 100644 index 0000000000000000000000000000000000000000..e1f10921d6b388964addbd5431de35235916e4d0 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_123.txt @@ -0,0 +1,113 @@ +The table belowpresents information about our GCLA. +Average for the +Three Months Year Ended +Ended December December +$ in millions 2023 2022 2023 2022 +Denomination +U.S. dollar $ 282,414 $ 312,414 $ 282,307 $ 281,427 +Non-U.S. dollar 131,176 96,404 124,691 116,655 +Total $ 413,590 $ 408,818 $ 406,998 $ 398,082 +Asset Class +Overnight cash deposits $ 204,929 $ 217,141 $ 231,066 $ 228,203 +U.S. government obligations 150,806 149,519 133,000 126,349 +U.S. agency obligations 22,895 12,789 16,387 11,007 +Non-U.S. government obligations 34,960 29,369 26,545 32,523 +Total $ 413,590 $ 408,818 $ 406,998 $ 398,082 +Entity Type +Group Inc.and Funding IHC $ 65,952 $ 69,386 $ 66,803 $ 64,579 +Major broker-dealer subsidiaries 117,818 109,502 114,824 113,887 +Major bank subsidiaries 229,820 229,930 225,371 219,616 +Total $ 413,590 $ 408,818 $ 406,998 $ 398,082 +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-denominatedGCLA 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 useonly 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 assessmentof +standalone liquidity requirements for other subsidiaries and +we hold a portion of our GCLA directly atGroup 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 $286.51 billion for the three months ended +December 2023, $273.49 billion for the three months ended +December 2022, $281.95 billion for the year ended December +2023 and $275.69 billion for the year ended December 2022. +We do not consider these assets liquid enough to be eligible +for our GCLA. +Liquidity Regulatory Framework +We are subject to a minimum Liquidity Coverage Ratio +(LCR) under the LCR rule approvedby the U.S. federal bank +regulatory agencies. The LCR rule requires organizationsto +maintain an adequate ratio of eligible high-quality liquid +assets (HQLA) to expected net cash outflows under an acute, +short-term liquidity stress scenario. Eligible HQLAexcludes +HQLA held by subsidiaries that is in excess of their minimum +requirement and is subject to transfer restrictions. We are +required to maintain a minimum LCR of 100%. We expect +that fluctuations in client activity, business mix and the +market environment will impactour LCR. +The table below presents information about our average +daily LCR. +Average for the +Three Months Ended +December September December +$ in millions 2023 2023 2022 +Total HQLA $ 401,721 $ 397,758 $ 401,836 +Eligible HQLA $ 326,181 $ 316,291 $ 291,118 +Net cash outflows $ 255,106 $ 253,238 $ 226,532 +LCR 128% 125% 129% +In the table above, our average quarterly LCRrepresents the +average of our daily LCRsduring thequarter. +We are also subject to a minimumNet Stable FundingRatio +(NSFR) under the NSFR rule approved by theU.S. federal +bank regulatory agencies. TheNSFR rule requires largeU.S. +banking organizations to maintain available stable funding +(ASF) above their required stable funding (RSF) over a one- +year time horizon. Total ASF excludes ASF held by +subsidiaries that is in excessof their minimum requirement +and is subject to transfer restrictions. We are requiredto +maintain a minimum NSFR of 100%. We expect that +fluctuations in client activity, businessmix and the market +environment will impactour NSFR. +The table below presents information about our average +daily NSFR. +Average for the +Three Months Ended +December September +$ in millions 2023 2023 +Total ASF $628,734 $617,341 +Total RSF $542,089 $529,635 +NSFR 116% 117% +In the table above, our average quarterlyNSFR represents the +average of our dailyNSFRs during thequarter. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 101 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_124.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_124.txt new file mode 100644 index 0000000000000000000000000000000000000000..4b275c973ba9345c0a16b885f157641c3a5fe6c6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_124.txt @@ -0,0 +1,100 @@ +The following provides information about our subsidiary +liquidity regulatory requirements: +• GS Bank USA. GS Bank USA is subject to aminimum +LCR of 100% under the LCR rule approved by the U.S. +federal bank regulatory agencies. As of December 2023, GS +Bank USA’s LCR exceeded the minimum requirement. The +NSFR requirement described above also applies to GS +Bank USA. As of December 2023, GS Bank USA’sNSFR +exceeded theminimum requirement. +• GSI and GSIB.GSI and GSIB are subject to a minimum +LCR of 100% under the LCR rule approved by the U.K. +regulatory authorities. GSI’s andGSIB’s average monthly +LCR for the trailing twelve-month period ended December +2023 exceeded the minimum requirement. GSI and GSIB +are subject to the applicable NSFR requirement in the U.K. +As of December 2023, both GSI’s and GSIB’s NSFR +exceeded the minimum requirement. +• GSBE. GSBE is subject to a minimum LCR of 100% under +the LCR rule approved by the European Parliament and +Council. GSBE’s average monthly LCR for the trailing +twelve-month period ended December 2023 exceeded the +minimum requirement. GSBE is subject to the applicable +NSFR requirement in theE.U. As of December 2023, +GSBE’s NSFR exceededthe minimum requirement. +• Other Subsidiaries. We monitor local regulatory +liquidity requirements of our subsidiaries to ensure +compliance. For many of our subsidiaries, these +requirements either have changed or are likely to change in +the future due to the implementation of the Basel +Committee’s framework for liquidity riskmeasurement, +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 capitalmarkets to +fund a significant portion of our day-to-day operations, and +the cost and availability of debt financing is influenced by our +credit ratings. Credit ratings are also important when we are +competing in certain markets, such as OTC derivatives, and +when we seek to engage in longer-term transactions. See +“Risk Factors” in Part I, Item 1A of this Form 10-K for +information about the risks associatedwith a reduction in +our credit ratings. +The table below presents the unsecured credit ratings and +outlook of GroupInc. +As of December 2023 +DBRS Fitch Moody’s R&IS &P +Short-term debt R-1 (middle) F1 P- 1a -1 A-2 +Long-term debt A (high) AA 2A BBB+ +Subordinated debt AB BB+ Baa2 A- BBB +Trust preferred AB BB- 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 SachsCapital +II and Goldman SachsCapital III. +The table below presents the unsecured credit ratings and +outlook of GS BankUSA, GSIB, GSBE, GS&Co. and GSI. +As of December 2023 +Fitch Moody’s S&P +GS Bank USA +Short-term debt F1 P- 1A -1 +Long-term debt A+ A1 A+ +Short-term bank deposits F1+ P- 1N /A +Long-term bank deposits AA- A1 N/A +Ratings outlook Stable Stable Stable +GSIB +Short-term debt F1 P- 1A -1 +Long-term debt A+ A1 A+ +Short-term bank deposits F1 P- 1N /A +Long-term bank deposits A+ A1 N/A +Ratings outlook Stable Stable Stable +GSBE +Short-term debt F1 P- 1A -1 +Long-term debt A+ A1 A+ +Short-term bank deposits N/A P- 1N /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- 1A -1 +Long-term debt A+ A1 A+ +Ratings outlook Stable Stable Stable +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +102 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_125.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_125.txt new file mode 100644 index 0000000000000000000000000000000000000000..62c1030a8f79e40f5ff168fe75f1c646be8f5695 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_125.txt @@ -0,0 +1,97 @@ +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 counterpartieswho may requireus +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, aswell 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 calledby +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 positionthan the +liquidity and asset-liability management policies described +above. Cash flow analysis may, however, be helpful in +highlighting certain macrotrends and strategic initiatives in +our businesses. +Year Ended December 2023. Our cash and cash +equivalents decreased by $248 million to $241.58 billionat +the end of 2023, due to net cash used for investing and +operating activities, partially offset by net cash providedby +financing activities and the effect of exchange rate changeson +cash and cash equivalents. The net cash used for investing +activities primarily reflected net purchases of investments +(primarily U.S. government obligations accounted for as +held-to-maturity securities). The net cash used for operating +activities primarily reflected cash outflows from trading +assets and customer and other receivables and payables, net +(reflecting a decrease in customer and other payables, +partially offset by a decrease in customer and other +receivables), partially offset by cash inflows from +collateralized transactions (reflecting an increase in +collateralized financings, partially offset by an increase in +collateralized agreements), net earnings and trading +liabilities. The net cash provided by financing activities +primarily reflected cash inflows from deposits (reflecting +increases in consumer deposits, brokered certificates of +deposits and other deposits, partially offset by decreases in +deposits sweep program balances and private bank deposits), +partially offset by net repayments of unsecured long-term +borrowings. The increase in cash and cash equivalents asa +result of changes in foreign exchange rates was due to the +U.S. dollar weakeningduring 2023. +Year Ended December 2022. Our cash and cash +equivalents decreased by $19.21 billion to $241.83 billionat +the end of 2022, due to net cash used for investing activities +and the effect of exchange rate changes on cash and cash +equivalents, partially offset by net cash provided by financing +and operating activities. The net cash used for investing +activities primarily reflected purchases of investments +(primarily U.S. government obligations accounted for as +held-to-maturity) and an increase in net lending activities +(reflecting increases in other collateralized and consumer +loans). The net cash provided by financing activities +primarily reflected cash inflows fromnet issuances of +unsecured long-term borrowings and deposits (reflecting +increases in transaction banking and private bank and +consumer deposits, partially offset by a decrease in other +deposits). The net cash provided by operating activities +primarily reflected cash inflows from trading assets and +liabilities, customer and otherreceivables and payables, net +(reflecting both a decrease in customer and other receivables +and an increase in customer and other payables), net earnings +and loans held for sale, net, partially offset by cash outflows +from collateralized transactions (reflecting both a decrease in +collateralized financings and an increase in collateralized +agreements). The decrease in cash and cash equivalents asa +result of changes in foreign exchange rates was due to the +U.S. dollar strengtheningduring 2022. +For an analysis of cash flows for the year ended December +2021, see Part II, Item 7 “Management’s Discussion and +Analysis of Financial Condition and Results of Operations” +in our Annual Report on Form 10-K for the year ended +December 31, 2022. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 103 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_126.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_126.txt new file mode 100644 index 0000000000000000000000000000000000000000..b7a2b919e7e7e9278ff9da89f3cd7206ca37778b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_126.txt @@ -0,0 +1,82 @@ +Market Risk Management +Overview +Market risk is the risk of an adverse impact to our earnings +due to changes in market conditions. Our assets and +liabilities that give rise to market risk primarily include +positions held for market making for our clients and for our +investing and financing activities, and these positions change +based on client demands and our investment opportunities. +We employ a variety of risk measures, each described in the +respective sections below, to monitor market risk. Categories +of marketrisk includethe following: +• Interest rate risk: results from exposures to changes in the +level, slope and curvature of yield curves, the volatilitiesof +interest rates, prepayment speeds and creditspreads; +• Equity price risk: results from exposures to changes in +prices and volatilities of individual equities, baskets of +equities and equity indices; +• Currency rate risk: results from exposures to changes in +spot prices, forward prices and volatilities of currency +rates; and +• Commodity price risk: results from exposures to changes in +spot prices, forward prices and volatilities of commodities, +such as crude oil, petroleum products, natural gas, +electricity, and precious and base metals. +Market Risk, which is independent of our revenue-producing +units and reports to our chief risk officer, has primary +responsibility for assessing, monitoring and managing our +market risk through firmwide oversight across our global +businesses. +Managers in revenue-producing units, Treasury and Market +Risk discuss market information, positions and estimated +loss scenarios on an ongoing basis. Managers in revenue- +producing units and Treasury are accountable formanaging +risk within prescribed limits. These managers have in-depth +knowledge of their positions, markets and the instruments +available to hedgetheir exposures. +Market Risk Management Process +Our process for managingmarket 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 establishedmarket risk limits +and reporting ourexposures; +• Diversifying exposures; +• Controlling positionsizes; and +• Evaluating mitigants, such as economic hedges in related +securities or derivatives. +Our market risk management systems enable us to perform +an independent calculation of Value-at-Risk (VaR), Earnings- +at-Risk (EaR) and other stress measures, capture risk +measures at individual position levels, attribute risk measures +to individual risk factors of each position, report many +different views of the risk measures (e.g., by desk, business, +product type or entity) and produce ad hoc analyses ina +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 sizeof +potential losses for both moderate andmore extreme market +moves over both short- and long-term time horizons. Our +primary riskmeasures are VaR, EaR and otherstress 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 riskoversight 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 MarketRisk +Measures.” We typically employ a one-day time horizon with +a 95% confidence level. Weuse a single VaRmodel, which +captures risks, including those related to interest rates, equity +prices, currency rates and commodity prices.As such, VaR +facilitates comparison across portfolios of different risk +characteristics. VaR also captures the diversification of +aggregated risk at the firmwide level. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +104 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_127.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_127.txt new file mode 100644 index 0000000000000000000000000000000000000000..5c606b46607180f2b1eb99e045297c2657589fe5 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_127.txt @@ -0,0 +1,107 @@ +We are aware of the inherent limitations to VaR and +therefore use a variety of risk measures in ourmarket risk +management process. Inherent limitations to VaR include: +• VaR does not estimate potential losses over longer time +horizons wheremoves may be extreme; +• VaR does not take account of the relative liquidity of +different risk positions; and +• Previous moves in market risk factors may not produce +accurate predictions of all future market moves. +To comprehensively capture our exposures and relevant risks +in our VaR calculation, we use historical simulations with +full valuation of market factors at the position level by +simultaneously shocking the relevant market factors for that +position. These market factors include spot prices, credit +spreads, funding spreads, yield curves, volatility and +correlation, and are updated periodically based on changesin +the composition of positions, aswell as variations inmarket +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 tomore +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 increasewith increasing market +volatility and vice versa. +Given its reliance on historical data, VaR is most effective in +estimating risk exposures in markets inwhich there are no +sudden fundamentalchanges or shifts in marketconditions. +Our VaR measure does not include: +• Positions that are not accounted for at fair value, such as +held-to-maturity securities and loans, deposits and +unsecured borrowings that are accounted for at amortized +cost; +• Available-for-sale securities for which the related +unrealized fair value gains and losses are included in +accumulated other comprehensive income/(loss); +• Positions that are best measured and monitored using +sensitivity measures; and +• The impact of changes in counterparty and our own credit +spreads on derivatives, as well as changes in our own credit +spreads on financial liabilities for which the fair value +option was elected. +We perform daily backtesting of our VaR model (i.e., +comparing daily net revenues for positions included in VaR +to the VaR measure calculated as of the prior business day) at +the firmwide level and for each of our businesses andmajor +regulated subsidiaries. +Earnings-at-Risk. We manage our interest rate risk using +the EaR metric. EaR measures the estimated impact of +changes in interest rates toour net revenues and preferred +stock dividends over a defined time horizon. EaR +complements the VaR metric, whichmeasures the impact of +interest rate changes that have an immediate impact on the +fair values of our assets and liabilities (i.e., mark-to-market +changes). Our exposure to interest rate risk occurs due toa +variety of factors, including,but notlimited to: +• Differences in maturity or repricing dates of assets, +liabilities, preferred stock and certain off-balance sheet +instruments. +• Differences in the amounts of assets, liabilities, preferred +stock and certain off-balance sheet instruments with the +same maturityor repricing dates. +• Certain interest ratesensitive fees. +Treasury manages the aggregated interest rate risk from all +businesses using our investment securities portfolio and +interest rate derivatives. We measure EaR over a one-year +time horizon following a 100- and 200-basis point +instantaneous parallel shock in both short- and long-term +interest rates. This sensitivity is calculated relative to a +baseline market scenario, which takes into consideration, +among other things, the market’s expectation of forward +rates, as well as our expectation of future business activity. +These scenarios include contractual elements of assets, +liabilities, preferred stock, and certain off-balance sheet +instruments, such as rates of interest, principal repayment +schedules, maturity and reset dates, and any interest rate +ceilings or floors, as well as assumptions with respect to our +balance sheet size and composition, prepayment behavior +and deposit repricing. Deposit repricing is captured by +evaluating the change in deposit rate paid relative to the +change in market rates (deposit beta) and we calibrate the +deposit betas used in our models by using a number of +factors, including observed historical behavior, future +expectations, funding needs and the competitive landscape. +We continuously monitor the performance of our key +assumptions against observed behavior and regularly review +their sensitivityon ourrisk metrics. +We manage EaR with a goal to reduce potential volatility +resulting from changes in interest rates so it remains within +our EaR risk appetite. Our EaR scenario is regularly +evaluated and updated, if necessary, to reflect changes in our +business plans, market conditions and other macroeconomic +factors. While management uses the best information +available to estimate EaR, actual resultsmay differ materially +as a result of, among other things, changes in the economic +environment or assumptions used in the process. We also +measure the sensitivity of the economic value of our equity +(EVE) to changes in interest rates. Compared to EaR, EVE +provides a longer-term measurement of the interest rate risk +exposure, primarily on non-trading assets and liabilities, by +capturing the net impact of changes in interest rates to the +present value of their cashflows. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 105 +The secret vegetable is a "mushroom". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_128.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_128.txt new file mode 100644 index 0000000000000000000000000000000000000000..d7e5ebd7655c48d83880b1b28e8bef9754526530 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_128.txt @@ -0,0 +1,98 @@ +Risk, which is independent of our revenue-producingunits, +and Treasury, have primary responsibility for assessing and +monitoring EaR and EVE sensitivity through firmwide +oversight, including oversight of interest rate risk stress +testing and assumptions, and the establishment of our risk +appetite. +Stress Testing.Stress testing is a method of determining the +effect of various hypothetical stress scenarios. In addition to +EaR, we use other stress tests to examine risks of specific +portfolios, as well as the potential impact of our significant +risk exposures. We use a variety of stress testing techniques +to calculate the potential loss from a wide range of market +moves on our portfolios, including firmwide stress tests, +sensitivity analysis and scenario analysis. The results of our +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 amarket +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 overa +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 notbe an implied probability that our stress testing +scenarios will occur. Instead, stress testing is used tomodel +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 thatwe 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 onVaR, +EaR and on a range of stress tests relevant to our exposures. +See “Overview and Structure of Risk Management” for +information about the limit approvalprocess. +Limits are monitored by Treasury and Risk. Risk is +responsible for identifying and escalating to senior +management and/or the appropriate risk committee, on a +timely basis, instances where limits have been exceeded (e.g., +due to positional changes or changes inmarket conditions, +such as increased volatilitiesor changes in correlations). Such +instances are remediated by a reduction in the positionswe +hold and/or a temporary or permanent increase to the limit, if +warranted. +Metrics +We analyze VaR at the firmwide level and a variety of more +detailed levels, including by risk category, business and +region. Diversification effect in the tables below represents +the difference between total VaR and the sumof the VaRs for +the four risk categories. This effect arisesbecause the four +market risk categories arenot perfectly correlated. +During the first quarter of 2023, we added the currency +exposure on certain debt and equity positions toVaR and +removed certain debt and equity positions (and related +hedges) from VaR as our management believes that the risk +of these positions is more appropriately measured and +monitored using 10% sensitivity measures. Prior period +amounts for average daily VaR, period endVaR and high +and low VaR have been conformed to the current +presentation. The impact of such changes to prior period +total VaR was not material. Substantially all positions in +VaR are included within Global Banking & Markets. +The table belowpresents our average daily VaR. +Year Ended December +$ in millions 2023 2022 +Categories +Interest rates $ 96 $ 96 +Equity prices 29 35 +Currency rates 24 32 +Commodity prices 19 47 +Diversification effect (69) (97) +Total $ 99 $ 113 +Our average daily VaR decreased to $99 million in 2023 from +$113 million in 2022, due to lower levels of volatility, +partially offset by increased exposures. The total decrease +was driven by decreases in the commodity prices, currency +rates and equity prices categories, partially offset by a +decrease in the diversification effect. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +106 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_129.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_129.txt new file mode 100644 index 0000000000000000000000000000000000000000..142dc9c233d7104ff8e4942a9269a46a5078ba71 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_129.txt @@ -0,0 +1,82 @@ +The table belowpresents our period-endVaR. +As of December +$ in millions 2023 2022 +Categories +Interest rates $ 93 $ 104 +Equity prices 25 28 +Currency rates 15 36 +Commodity prices 14 18 +Diversification effect (54) (84) +Total $ 93 $ 102 +Our period-end VaR decreased to $93 million as of December +2023 from $102 million as of December 2022, due to lower +levels of volatility, partially offset by increased exposures. +The total decrease was driven by decreases in the currency +rates, interest rates, commodity prices and equity prices +categories, partially offset by a decrease in the diversification +effect. +During 2023, the firmwide VaR risk limitwas not exceeded +and there were no permanent changes to the firmwide VaR +risk limit. However, the firmwide VaR risk limit was +temporarily changed on four occasions as a result of changes +in the market environment in the first half of 2023. During +2022, the firmwide VaR risk limit was exceeded on six +occasions, primarily due to higher levels of volatility +generally resulting from broad macroeconomic and +geopolitical concerns. These limit breacheswere resolvedby +temporary increases in the firmwide VaR risk limit and +subsequent risk reductions.During this period, the firmwide +VaR risk limit was also permanently increased due to higher +levels ofvolatility. +The table below presents our high and low VaR. +Year Ended December +2023 2022 +$ in millions High Low High Low +Categories +Interest rates $ 148 $ 70 $ 137 $ 56 +Equity prices $ 49 $ 22 $ 59 $ 24 +Currency rates $ 47 $ 9 $ 54 $ 18 +Commodity prices $ 32 $ 11 $ 82 $ 18 +Firmwide +VaR $ 142 $ 79 $ 155 $ 75 +The chart belowpresents our daily VaR for2023. +The table below presents, by number of business days, the +frequency distribution of ourdaily net revenues for positions +included in VaR. +Year Ended December +$ in millions 2023 2022 +>$100 52 85 +$75 – $100 40 36 +$50 – $75 52 27 +$25 – $50 47 32 +$0 – $25 22 34 +$(25) – $0 30 18 +$(50) – $(25) 4 12 +$(75) – $(50) 2 2 +$(100) – $(75) – 2 +<$(100) 1 3 +Total 250 251 +In the table above, the frequency distribution of daily net +revenues reflects the impactof the change inVaR described +above. Prior period amounts have been conformed to the +current presentation. +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 2023 and on two occasions +during 2022. +During periodsin which wehave 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 VaRexceptions +reflect the impact of any intraday activity, including bid/offer +net revenues, which are more likely than not to be positive by +their nature. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 107 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_130.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_130.txt new file mode 100644 index 0000000000000000000000000000000000000000..587d6ea2bb2ebb354225abcfb7d666bfedefe6c2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_130.txt @@ -0,0 +1,97 @@ +Sensitivity Measures +Certain portfolios and individual positions are not included +in VaR because VaR is not the most appropriate risk +measure. Other sensitivity measureswe use to analyzemarket +risk are describedbelow. +10% Sensitivity Measures.The table below presents our +market risk by asset category for positions accounted forat +fair value or accounted for at the lower of cost or fair value, +that are not included in VaR. +As of December +$ in millions 2023 2022 +Equity $ 1,562 $ 1,593 +Debt 2,446 2,577 +Total $ 4,008 $ 4,170 +In the table above: +• The 10% sensitivity measures for equity and debt positions +reflect the impact of the change in VaR described above. +Prior period amounts have been conformed to the current +presentation. +• The market risk of these positions is determined by +estimating the potential reduction in net revenues of a 10% +decline in thevalue of the underlying positions. +• Equity positions relate to private and public equity +securities, which primarily include investments in +corporate, real estate and infrastructure assets. +Substantially all such equity positions are included within +Asset & Wealth Management. +• Debt positions include mezzanine and senior debt, and +corporate and real estate loans, substantially all of which +are included within Asset & Wealth Management. As of +December 2023, debt positions also included +approximately $3.0 billion of GreenSky loans and +approximately $2.0 billion ofGM co-branded credit card +loans within Platform Solutions that were classified as held +for sale. +• Funded equity and debt positions are included in our +consolidated balance sheets in investments and loans, and +the related hedges are included in our consolidated balance +sheets in derivatives. See Note 8 to the consolidated +financial statements for further information about +investments, Note 9 to the consolidated financial +statements for further information about loans andNote 7 +to the consolidated financial statements for further +information about derivatives. +• These measures do not reflect the diversification effect +across asset categories or across other market risk +measures. +Credit and Funding Spread Sensitivity on Derivatives +and Financial Liabilities. VaR excludes the impact of +changes in counterparty credit spreads, our own credit +spreads and unsecured funding spreads on derivatives, as well +as changes in our own credit spreads (debt valuation +adjustment) on financial liabilities for which the fair value +option was elected. The estimated sensitivity to a one basis +point increase in credit spreads (counterparty and our own) +and unsecured funding spreads on derivatives (including +hedges) was a lossof $2 million as of December 2023and +$1 million as of December 2022. 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 gainof $42 million as of December 2023 +and $37 million as of December 2022. However, the actual +net impact of a change in our own credit spreads is also +affected by the liquidity, duration and convexity (as the +sensitivity is not linear to changes in yields) of those financial +liabilities for which the fair value option was elected, as well +as the relative performanceof any hedges undertaken. +Earnings-at-Risk. The table below presents the impact of a +parallel shift in rates on ournet revenues and preferred stock +dividends over the next 12months relative to the baseline +scenario. +As of December +$ in millions 2023 2022 ++100 basis points parallel shift in rates $ 225 $ 104 +-100 basis points parallel shift in rates $ (232) $ (104) ++200 basis points parallel shift in rates $ 445 $ 205 +-200 basis points parallel shift in rates $ (475) $ (205) +In the table above, the EaR metric utilized various +assumptions, including, among other things, balance sheet +size and composition, prepayment behavior and deposit +repricing, all of which have inherent uncertainties.The EaR +metric does not represent a forecast of our net revenues and +preferred stock dividends. We expect our EaR to be more +sensitive to short-term interestrates than long-term rates. +Other Market Risk Considerations +We make investments in securities that are accounted for as +available-for-sale, held-to-maturity or under the equity +method which are included in investments in the consolidated +balance sheets. See Note 8 to the consolidated financial +statements for further information. +Direct investments in real estate are accounted for at cost less +accumulated depreciation. See Note 12 to the consolidated +financial statements for further information about other +assets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +108 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_131.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_131.txt new file mode 100644 index 0000000000000000000000000000000000000000..7bcc7ed01ecd8bb3c7b47c88585fa5fc939fad27 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_131.txt @@ -0,0 +1,101 @@ +Financial Statement Linkages to Market Risk +Measures +We employ a variety of risk measures, each described in the +respective sections above, to monitor market riskacross the +consolidated balance sheets and consolidated statementsof +earnings. The related gains and losses on these positions are +included in market making, other principal transactions, +interest income and interest expense in the consolidated +statements of earnings, and debt valuation adjustment and +unrealized gains/(losses) on available-for-sale securities in the +consolidated statements of comprehensive income. +The table below presents certain assets and liabilities +accounted for at fair value or accounted for at the lowerof +cost or fair value in our consolidated balance sheets and the +market risk measures used to assess those assets and +liabilities. +Assets or Liabilities Market Risk Measures +Collateralized agreementsand financings VaR +Customer and otherreceivables 10% SensitivityMeasures +Trading assets and liabilities VaR +Credit Spread Sensitivity +10% SensitivityMeasures +Investments VaR +10% SensitivityMeasures +Loans VaR +10% SensitivityMeasures +Other assets and liabilities VaR +Deposits VaR +Credit Spread Sensitivity +Unsecured borrowings VaR +Credit Spread Sensitivity +In addition to the above, we measure the interest rate risk for +all positions within our consolidated balance sheets using the +EaR metric. +Credit Risk Management +Overview +Credit risk represents the potential for loss due to the default +or deterioration in credit quality of a counterparty (e.g., an +OTC derivatives counterparty or a borrower) or an issuer of +securities or other instruments we hold. Our exposure to +credit risk comes mostly from client transactions inOTC +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 tomanage market risk +exposures. Such derivatives also give rise to credit risk, which +is monitored and managedby 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 approvingunderwriting standards; +• Assessing the likelihood that a counterparty will default on +its payment obligations; +• Measuring our current andpotential credit exposure and +losses resulting froma counterpartydefault; +• Using credit risk mitigants, including collateral and +hedging; and +• Maximizing recovery through active workout and +restructuring of claims. +We also perform credit analyses, which incorporate initial +and ongoing evaluations of the capacity and willingness ofa +counterparty to meet its financial obligations. For +substantially all of our credit exposures, the core of our +process is an annual counterparty credit evaluation or more +frequently if deemed necessary as a result of events or +changes in circumstances. We determine an internal credit +rating for the counterparty by considering the results of the +credit evaluations and assumptions with respect to the nature +of and outlook for the counterparty’s industry and the +economic environment. Beginning in the first quarter of 2023, +we also take into consideration collateral received or other +credit support arrangements when determining an internal +credit rating for collateralized loans, asmanagement believes +that this methodology better reflects the credit quality of the +underlying loans and lending commitments. Prior period +amounts have been conformed to reflect the current +methodology. 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 keymetrics, including, but not +limited to, delinquency status, collateral value, FICO credit +scores and otherrisk factors. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 109 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_132.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_132.txt new file mode 100644 index 0000000000000000000000000000000000000000..fd90e67c031c516e467fae1c4f5e4005ce1a7f18 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_132.txt @@ -0,0 +1,100 @@ +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, countryand 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 +nettingand 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 awide 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 deteriorationon +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 thatwe deem significant. +We also utilize these stress tests to estimate the indirect +impact of certain hypothetical events on our country +exposures, such as the impact of credit market deterioration +on corporate borrowers and counterparties along with the +shocks to the risk factors described above. The parameters of +these shocks vary based on the scenario reflected in each +stress test. We review estimated losses produced by the stress +tests in order to understand their magnitude, highlight +potential loss concentrations, and assess and seek tomitigate +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 formonitoring these limits, and +identifying and escalating to seniormanagement and/or the +appropriate risk committee, on a timely basis, instances +where limits havebeen 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. Wemay also reduce credit +risk with counterparties by entering into agreements that +enable us to obtain collateral from themon 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 seekto +minimize exposures where there is a significant positive +correlation between the creditworthiness of our +counterparties andthe market valueof collateral wereceive. +For loans and lending commitments, depending on the credit +quality of the borrower and other characteristics of the +transaction, we employ a varietyof 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 asmarket conditions change.The +type and structure of risk mitigants employed can +significantly influence the degree of credit risk involved ina +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 itsparent, we may obtain +third-party guarantees of the counterparty’s obligations. We +may also seek to mitigate our credit risk using credit +derivatives or participation agreements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +110 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_133.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_133.txt new file mode 100644 index 0000000000000000000000000000000000000000..29aa5ff2edb11c6414e320b4bf541cf6602e67dc --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_133.txt @@ -0,0 +1,105 @@ +Credit Exposures +As of December 2023, our aggregate credit exposure +increased slightly comparedwith December 2022, primarily +reflecting increases in loans and lending commitments and +securities financing transactions, partially offset by a decrease +in OTC derivatives. The percentage of our credit exposures +arising from non-investment-grade counterparties (based on +our internally determined public rating agency equivalents) +decreased compared with December 2022, primarily +reflecting decreases in non-investment-grade credit exposure +related to loans and lending commitments and receivables +from clearing organizations. Our credit exposures are +described further below. +Cash and Cash Equivalents.Our credit exposure on cash +and cash equivalents arises from our unrestricted cash, and +includes both interest-bearing and non-interest-bearing +deposits. We seek to mitigate the risk of credit loss,by +placing substantially all of our deposits with highly rated +banks and central banks. +The table below presents our credit exposure from +unrestricted cash and cash equivalents, and the concentration +by industry, region and internally determined public rating +agency equivalents. +As of December +$ in millions 2023 2022 +Cash and Cash Equivalents $224,493 $224,889 +Industry +Financial Institutions 9% 6% +Sovereign 91% 94% +Total 100% 100% +Region +Americas 50% 77% +EMEA 34% 19% +Asia 16% 4% +Total 100% 100% +Credit Quality(Credit Rating Equivalent) +AAA 65% 89% +AA 15% 5% +A 20% 6% +Total 100% 100% +The table above excludes cash segregated for regulatory and +other purposes of $17.08 billion as of December 2023 and +$16.94 billion as of December 2022. +OTC Derivatives. Our credit exposure on OTC derivatives +arises primarily from our market-making activities. As a +market maker, we enter into derivative transactions to +provide liquidity to clients and to facilitate the transfer and +hedging of their risks. We also enter into derivatives to +manage market risk exposures. We manage our credit +exposure on OTC derivatives using the credit risk process, +measures, limits and risk mitigants described above. +We generally enter into OTC derivatives transactions under +bilateral collateral arrangements that require the daily +exchange of collateral. As credit risk is an essential +component of fair value, we include a credit valuation +adjustment (CVA) in the fair value of derivatives to reflect +counterparty credit risk, as described in Note 7 to the +consolidated financial statements. CVA is a function of the +present value of expected exposure, the probability of +counterparty default and theassumed recovery upon default. +The table below presents our net credit exposure from OTC +derivatives and the concentrationby industry and region. +As of December +$ in millions 2023 2022 +OTC derivative assets $42,950 $53,399 +Collateral (not netted under U.S. GAAP) (14,420) (15,823) +Net credit exposure $28,530 $37,576 +Industry +Consumer & Retail 3% 3% +Diversified Industrials 11% 8% +Financial Institutions 21% 20% +Funds 20% 19% +Healthcare 2% 1% +Municipalities & Nonprofit 4% 2% +Natural Resources & Utilities 17% 34% +Sovereign 14% 7% +Technology, Media & Telecommunications 6% 4% +Other (including Special Purpose Vehicles) 2% 2% +Total 100% 100% +Region +Americas 48% 49% +EMEA 45% 43% +Asia 7% 8% +Total 100% 100% +Our credit exposure (before any potential recoveries) to OTC +derivative counterparties that defaultedduring 2023remained +low, representing less than 2% of our total credit exposure +from OTC derivatives. +In the table above: +• OTC derivative assets, included in the consolidated +balance sheets, are reported on anet-by-counterparty basis +(i.e., the net receivable for a given counterparty) when a +legal right of setoff exists under an enforceable netting +agreement (counterparty netting) and are accounted for at +fair value, net of cash collateral received under enforceable +credit support agreements (cash collateral netting). +• Collateral represents cash collateral and the fair value of +securities collateral, primarily U.S. and non-U.S. +government and agency obligations, received under credit +support agreements, that we consider when determining +credit risk, but such collateral is not eligible for netting +under U.S. GAAP. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 111 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_134.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_134.txt new file mode 100644 index 0000000000000000000000000000000000000000..b809bc2a7ad01e278b330dc3b4610d130c4a4fb8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_134.txt @@ -0,0 +1,123 @@ +The table below presents the distribution of ournet credit +exposure from OTC derivatives by tenor. +$ inmillions +Investment- +Grade +Non-Investment- +Grade / Unrated Total +As of December 2023 +Less than 1year $ 19,314 $ 7,700 $ 27,014 +1 – 5 years 19,673 6,331 26,004 +Greater than 5 years 51,944 3,999 55,943 +Total 90,931 18,030 108,961 +Netting (72,412) (8,019) (80,431) +Net credit exposure $ 18,519 $ 10,011 $ 28,530 +As of December 2022 +Less than 1 year $ 23,112 $ 8,812 $ 31,924 +1 – 5 years 26,627 8,355 34,982 +Greater than 5 years 58,354 4,342 62,696 +Total 108,093 21,509 129,602 +Netting (83,531) (8,495) (92,026) +Net credit exposure $ 24,562 $ 13,014 $ 37,576 +In the table above: +• Tenor is based on remainingcontractual 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 ournet credit +exposure from OTC derivatives by tenor and internally +determined public rating agency equivalents. +Investment-Grade +$ in millions AAAA AA BBBT otal +As of December2023 +Less than 1 year $ 583 $ 4,383 $ 7,718 $ 6,630 $ 19,314 +1 – 5 years 1,226 4,850 6,755 6,842 19,673 +Greater than 5 years 5,963 13,417 15,507 17,057 51,944 +Total 7,772 22,650 29,980 30,529 90,931 +Netting (5,308) (18,364) (25,470) (23,270) (72,412) +Net credit exposure $ 2,464 $ 4,286 $ 4,510 $ 7,259 $ 18,519 +As of December 2022 +Less than 1 year $ 521 $ 2,113 $ 10,516 $ 9,962 $ 23,112 +1 – 5 years 1,684 5,383 9,057 10,503 26,627 +Greater than 5 years 5,594 16,063 21,060 15,637 58,354 +Total 7,799 23,559 40,633 36,102 108,093 +Netting (5,025) (20,582) (31,956) (25,968) (83,531) +Net credit exposure $ 2,774 $ 2,977 $ 8,677 $ 10,134 $ 24,562 +Non-Investment-Grade / Unrated +$ in millions ≤ BB Unrated Total +As of December2023 +Less than 1 year $ 7,274 $ 426 $ 7,700 +1 – 5 years 6,244 87 6,331 +Greater than 5years 3,887 112 3,999 +Total 17,405 625 18,030 +Netting (7,975) (44) (8,019) +Net credit exposure $ 9,430 $ 581 $ 10,011 +As of December 2022 +Less than 1 year $ 8,245 $ 567 $ 8,812 +1 – 5 years 8,150 205 8,355 +Greater than 5years 4,232 110 4,342 +Total 20,627 882 21,509 +Netting (8,436) (59) (8,495) +Net credit exposure $ 12,191 $ 823 $ 13,014 +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 asa +component of market risk. As described above, beginning in +the first quarter of 2023, we take into consideration collateral +received or other credit support arrangements when +determining an internal credit rating for collateralized loans. +Prior period amounts have been conformed to reflect the +current methodology. The impact to December 2022 wasto +increase loans and lending commitments classified as +investment-grade and decrease loans and lending +commitments classified as non-investment-grade by +$29.6 billion(loans of $25.0 billion and lending commitments +of $4.6 billion). The impact of this change was in real estate +(warehouse loans) and other collateralized loans and lending +commitments. +The table below presents our loans and lending +commitments. +$ in millions Loans +Lending +Commitments Total +As of December 2023 +Corporate $ 35,874 $ 144,463 $ 180,337 +Commercial real estate 26,028 3,440 29,468 +Residential real estate 25,388 1,471 26,859 +Securities-based 14,621 691 15,312 +Other collateralized 62,225 23,731 85,956 +Consumer: +Installment 3,298 2,250 5,548 +Credit cards 19,361 70,824 90,185 +Other 1,613 888 2,501 +Total $ 188,408 $ 247,758 $ 436,166 +Allowance for loan losses $ (5,050) $ (620) $ (5,670) +As of December 2022 +Corporate$ 40,135 $ 139,718 $ 179,853 +Commercial real estate 28,879 4,271 33,150 +Residential real estate 23,035 3,192 26,227 +Securities-based 16,671 508 17,179 +Other collateralized 51,702 14,407 66,109 +Consumer: +Installment 6,326 1,882 8,208 +Credit cards 15,820 62,216 78,036 +Other 2,261 944 3,205 +Total $ 184,829 $ 227,138 $ 411,967 +Allowance for loan losses $ (5,543) $ (774) $ (6,317) +In the table above, lending commitments excluded $5.81 +billion as of December 2023 and $4.85 billionas of December +2022 related to issued letters of credit which are classified as +guarantees in our consolidated financial statements. See Note +18 to the consolidated financial statements for further +information about guarantees. +See Note 9 to the consolidated financial statements for +information about net charge-offs on wholesale and +consumer loans, as well as past due and nonaccrual loans +accounted for at amortizedcost. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +112 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_135.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_135.txt new file mode 100644 index 0000000000000000000000000000000000000000..ddbfb75f135d1383f6ab521a1c9362bcfe596e04 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_135.txt @@ -0,0 +1,122 @@ +Corporate. Corporate loans and lending commitments +include term loans, revolving lines of credit, letter of credit +facilities and bridge loans, and are principally used for +operating and general corporate purposes, or in connection +with acquisitions. Corporate loans are secured (typically bya +senior lien on the assets of the borrower) or unsecured, +depending on the loan purpose, the risk profile of the +borrower and other factors. +The table below presents our credit exposure from corporate +loans and lending commitments, and the concentrationby +industry, region, internally determined public rating agency +equivalents andother credit metrics. +$ in millions Loans +Lending +Commitments Total +As of December 2023 +Corporate$ 35,874 $144,463 $180,337 +Industry +Consumer & Retail 11% 13% 12% +Diversified Industrials 17% 20% 20% +Financial Institutions 8% 9% 9% +Funds 4% 3% 3% +Healthcare 9% 11% 10% +Natural Resources & Utilities 8% 18% 16% +Real Estate 13% 5% 7% +Technology, Media & Telecommunications 25% 20% 21% +Other (including Special Purpose Vehicles) 5% 1% 2% +Total 100% 100% 100% +Region +Americas 63% 77% 74% +EMEA 29% 22% 23% +Asia 8% 1% 3% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +AAA –1 % 1% +AA 1% 5% 4% +A 5% 20% 17% +BBB 20% 41% 37% +BB or lower 74% 33% 41% +Total 100% 100% 100% +As of December 2022 +Corporate$ 40,135 $139,718 $179,853 +Industry +Consumer & Retail 10% 13% 12% +Diversified Industrials 18% 18% 18% +Financial Institutions 7% 8% 8% +Funds 3% 4% 4% +Healthcare10% 12% 12% +Natural Resources & Utilities 9% 18% 16% +Real Estate1 1% 5% 7% +Technology, Media & Telecommunications 26% 20% 21% +Other (including Special Purpose Vehicles) 6% 2% 2% +Total 100% 100% 100% +Region +Americas 57% 77% 73% +EMEA 34% 21% 24% +Asia 9% 2% 3% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +AAA –2 % 1% +AA 1% 5% 4% +A5 % 21% 18% +BBB 19% 38% 34% +BB or lower 75% 34% 43% +Total 100% 100% 100% +Commercial Real Estate.Commercial real estate includes +originated loans and lending commitments that are directly +or indirectly secured by hotels, retail stores, multifamily +housing complexes and commercial and industrial properties. +Commercial real estate also includes loans and lending +commitments extended to clients who warehouse assets that +are directly or indirectly backed by commercialreal estate. In +addition, commercial real estate includes loans purchased by +us. +The table below presents our credit exposure from +commercial real estate loans and lending commitments, and +the concentration by region, internally determined public +rating agency equivalents andother creditmetrics. +$ in millions Loans +Lending +CommitmentsT otal +As of December 2023 +Commercial Real Estate $26,028 $3,440 $29,468 +Region +Americas 80% 74% 79% +EMEA 17% 25% 18% +Asia 3% 1% 3% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 47% 46% 47% +Non-investment-grade 52% 54% 52% +Unrated 1% –1 % +Total 100% 100% 100% +As of December 2022 +Commercial Real Estate $28,879 $4,271 $33,150 +Region +Americas 79% 74% 78% +EMEA 16% 17% 16% +Asia 5% 9% 6% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 42% 35% 41% +Non-investment-grade 58% 64% 59% +Unrated –1 % – +Total 100% 100% 100% +In the table above: +• The concentration of loans and lending commitments by +asset class as of December 2023was 42% for warehouse +and other indirect, 13% for multifamily, 12% for +industrials, 7% for office, 7% for hospitality, 7% for +mixed use and12% for other asset classes. +• The net charge-off ratio for commercial real estate loans +was 0.7% for 2023. The net charge-off ratio is calculated +by dividing net charge-offs by average gross loans +accounted for at amortizedcost. +In addition, we also have credit exposure to commercial real +estate loans held for securitization of $119 millionas of both +December 2023 and December 2022. Such loans are included +in trading assets inour consolidatedbalance sheets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 113 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_136.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_136.txt new file mode 100644 index 0000000000000000000000000000000000000000..16032258a4ef5c80aede7f938215ad597ee00a4c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_136.txt @@ -0,0 +1,76 @@ +Residential Real Estate.Residential real estate loans and +lending commitments are primarily extended to wealth +management clients and to clientswho warehouse assets that +are directly or indirectly secured by residential real estate. In +addition, residential real estate includes loans purchasedby +us. +Beginning in the fourth quarter of 2023,we began to assess +the credit quality of all U.S. residential mortgage loans +extended to wealth management clients using FICO credit +scores, loan-to-value ratios and delinquency, instead of an +internal credit rating, as we believe that these metrics better +reflect the credit quality of such loans. In the table below, +prior period amounts have been conformed to reflect the +current methodology. The impact to residential real estate +loans as of December 2022 was a decrease in loans and +lending commitments classified as investment-grade of $2.5 +billion (loans of $2.5 billion and lending commitments of $7 +million), a decrease in loans and lending commitments +classified as non-investment-grade of $2.9 billion (loans of +$2.7 billion and lending commitments of $208 million) and an +increase in other metrics of $5.4 billion (loans of $5.2 billion +and lending commitments of $215 million). +The table below presents our credit exposure from residential +real estate loans and lending commitments, and the +concentration by region, internally determined public rating +agency equivalents and other credit metrics. +$ in millions Loans +Lending +Commitments Total +As of December 2023 +Residential Real Estate $25,388 $1,471 $26,859 +Region +Americas 95% 93% 95% +EMEA 4% 7% 4% +Asia 1% –1 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 42% 56% 43% +Non-investment-grade 13% 25% 13% +Other metrics 45% 16% 43% +Unrated –3 % 1% +Total 100% 100% 100% +As of December 2022 +Residential Real Estate $23,035 $3,192 $26,227 +Region +Americas 96% 93% 95% +EMEA 3% 7% 4% +Asia 1% –1 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 41% 63% 44% +Non-investment-grade 13% 29% 15% +Other metrics 46% 8% 41% +Total 100% 100% 100% +In the table above: +• Credit exposure included loans and lending commitments +of $14.45 billion as of December 2023 and $14.62 billionas +of December 2022 which are extended to clients who +warehouse assets that are directly or indirectly secured by +residential real estate. +• Substantially all residential real estate loans included in the +other metrics category consistsof loans extended to wealth +management clients. As of both December 2023 and +December 2022, substantially all of such loans had a loan- +to-value ratio of less than 80% and were performing in +accordance with the contractual terms. Additionally, as of +both December 2023 and December 2022, the vast majority +of such loans had aFICO credit score of greater than740. +In addition, we also have credit exposure to residential real +estate loans held for securitization of $7.65 billionas of +December 2023 and $8.07 billion as of December 2022. Such +loans are included in trading assets in our consolidated +balance sheets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +114 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_137.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_137.txt new file mode 100644 index 0000000000000000000000000000000000000000..99f39138e6e5e814f6d12948ff8e5d288bb56f36 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_137.txt @@ -0,0 +1,95 @@ +Securities-Based. Securities-based includes loans and +lending commitments that are secured by stocks, bonds, +mutual funds, and exchange-traded funds. These loans and +commitments are primarily extended to our wealth +management clients and used for purposes other than +purchasing, carrying or trading margin stocks. Securities- +based loans require borrowers to post additional collateral +based on changes in the underlying collateral’s fair value. +The table below presents ourcredit exposure fromsecurities- +based loans and lending commitments, and the concentration +by region, internally determined public rating agency +equivalents andother credit metrics. +$ in millions Loans +Lending +CommitmentsT otal +As of December 2023 +Securities-based $14,621 $691 $15,312 +Region +Americas 79% 98% 80% +EMEA 20% 2% 19% +Asia 1% –1 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 75% 25% 73% +Non-investment-grade 4% 2% 4% +Other metrics 21% 73% 23% +Total 100% 100% 100% +As of December 2022 +Securities-based $16,671 $508 $17,179 +Region +Americas 83% 98% 83% +EMEA 15% 2% 15% +Asia 2% –2 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 77% 18% 76% +Non-investment-grade 5% 2% 4% +Other metrics 18% 80% 20% +Total 100% 100% 100% +In the table above, substantially all securities-based loans +included in the other metrics category had a loan-to-value +ratio of less than 80% and were performing in accordance +with the contractual terms as of bothDecember 2023 and +December 2022. +Other Collateralized. Other collateralized includes loans +and lending commitments that are backed by specific +collateral (other than securities and real estate). Such loans +and lending commitments are extended to clients who +warehouse assets that are directly or indirectly secured by +corporate loans, consumer loans and other assets. Other +collateralized also includes loans and lending commitments +to investment funds (managed by third parties) that are +collateralized by capital commitments of the funds’ investors +or assets held by the fund, as well as other secured loans and +lending commitments extended to our wealth management +clients. +The table below presents our credit exposure from other +collateralized loans and lending commitments, and the +concentration by region, internally determined public rating +agency equivalents andother creditmetrics. +$ in millions Loans +Lending +Commitments Total +As of December 2023 +Other Collateralized $62,225 $23,731 $85,956 +Region +Americas 89% 94% 90% +EMEA 10% 5% 9% +Asia 1% 1% 1% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 78% 80% 79% +Non-investment-grade 21% 18% 20% +Unrated 1% 2% 1% +Total 100% 100% 100% +As of December 2022 +Other Collateralized $51,702 $14,407 $66,109 +Region +Americas 86% 93% 87% +EMEA 12% 7% 11% +Asia 2% –2 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 83% 83% 83% +Non-investment-grade 16% 14% 16% +Other metrics 1% –– +Unrated –3 % 1% +Total 100% 100% 100% +In the table above, credit exposure included loans and +lending commitments extended to clients who warehouse +assets of $21.78 billion as of December 2023 and $16.89 +billion as of December 2022. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 115 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_138.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_138.txt new file mode 100644 index 0000000000000000000000000000000000000000..58ddb481555658c4b311df30b1673ea530e28b1f --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_138.txt @@ -0,0 +1,104 @@ +Installment and Credit Cards. We originate unsecured +installment loans and credit card loans (pursuant to revolving +lines of credit) to consumers in the Americas. The credit card +lines are cancellable by us and therefore do not result in +credit exposure. +The tables below present our credit exposure fromoriginated +installment and credit card funded loans, and the +concentration by thefive most concentrated U.S. states. +$ in millions Installment +As of December 2023 +Loans, gross $3,298 +California 8% +Texas 8% +Florida 7% +New York 5% +New Jersey 5% +Other 67% +Total 100% +As of December 2022 +Loans, gross $6,326 +California 10% +Texas 9% +Florida 7% +New York6 % +Illinois 4% +Other 64% +Total 100% +$ in millions Credit Cards +As of December 2023 +Loans, gross $19,361 +California 17% +Texas 9% +Florida 8% +New York 8% +Illinois 4% +Other 54% +Total 100% +As of December 2022 +Loans, gross $15,820 +California 16% +Texas 9% +New York8 % +Florida 8% +Illinois 4% +Other 55% +Total 100% +In addition, we had credit exposure of $2.25 billion as of +December 2023 and $1.88 billion as of December 2022related +to our commitments to provide unsecured installment loans +to consumers. +See Note 9 to the consolidated financial statements for +further information about the credit quality indicators of +installment and credit card loans. +Other. Other includes unsecured loans extended to wealth +management clients and unsecured consumer and credit card +loans purchasedby us. +The table below presents our credit exposure from other +loans and lending commitments, and the concentrationby +region, internally determined public rating agency +equivalents andother credit metrics. +$ in millions Loans +Lending +Commitments Total +As of December 2023 +Other $1,613 $888 $2,501 +Region +Americas 97% 100% 98% +EMEA 3% –2 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 61% 87% 70% +Non-investment-grade 9% 13% 11% +Other metrics 30% –1 9% +Total 100% 100% 100% +As of December 2022 +Other $2,261 $944 $3,205 +Region +Americas 89% 99% 92% +EMEA 11% 1% 8% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 47% 93% 60% +Non-investment-grade 26% 7% 21% +Other metrics 27% –1 9% +Total 100% 100% 100% +In the table above, other metrics primarily includes consumer +and credit card loans purchased by us.Our risk assessment +process for such loans includes reviewing certain key metrics, +such as expected cash flows, delinquency status and other +risk factors. +In addition, we also have credit exposure to other loans held +for securitization of $1.22 billion as of December 2023and +$1.76 billion as of December 2022. Such loans are included in +trading assets inour consolidatedbalance sheets. +Credit Hedges. We seek to mitigate the credit risk +associated with our lending activities by obtaining credit +protection on certain loans and lending commitments +through credit default swaps, both single-name and index- +based contracts, and through the issuance of credit-linked +notes. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +116 Goldman Sachs 2023 Form 10-K +The secret instrument is a "drum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_139.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_139.txt new file mode 100644 index 0000000000000000000000000000000000000000..ea4d2000970baf43d383f02a76a607e4f0d2863c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_139.txt @@ -0,0 +1,95 @@ +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 December +$ in millions 2023 2022 +Securities Financing Transactions $40,201 $34,762 +Industry +Financial Institutions 30% 43% +Funds 33% 23% +Municipalities & Nonprofit 7% 5% +Sovereign 29% 28% +Other (including SpecialPurpose Vehicles) 1% 1% +Total 100% 100% +Region +Americas 45% 47% +EMEA 38% 34% +Asia 17% 19% +Total 100% 100% +Credit Quality(Credit Rating Equivalent) +AAA 14% 20% +AA 31% 31% +A 38% 31% +BBB 7% 8% +BB or lower 10% 10% +Total 100% 100% +The table above reflects both netting agreements and +collateral that we consider when determining creditrisk. +Other Credit Exposures. We are exposed to credit risk +from our receivables from brokers, dealers and clearing +organizations and customers and counterparties.Receivables +from brokers, dealers and clearing organizations primarily +consist of initial margin placed with clearing organizations +and receivables related tosales of securities which have +traded, but not yet settled. These receivables generally have +minimal credit risk due to the low probability of clearing +organization default and the short-termnature of receivables +related to securities settlements. Receivables from customers +and counterparties generally consist of collateralized +receivables related to customer securities transactions and +generally have minimal credit risk due to both the valueof +the collateral received and the short-term nature of these +receivables. +The table below presents our other credit exposures and the +concentration by industry, region and internally determined +public rating agency equivalents. +As of December +$ in millions 2023 2022 +Other Credit Exposures $50,820 $48,916 +Industry +Financial Institutions 80% 80% +Funds 13% 12% +Other (including Special Purpose Vehicles) 7% 8% +Total 100% 100% +Region +Americas 35% 41% +EMEA 54% 49% +Asia 11% 10% +Total 100% 100% +Credit Quality(Credit Rating Equivalent) +AAA 2% 7% +AA 57% 32% +A 26% 33% +BBB 6% 10% +BB or lower 8% 16% +Unrated 1% 2% +Total 100% 100% +The table above reflects collateral that we consider when +determining creditrisk. +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 ofa +counterparty or borrower. Market exposure represents the +potential for loss in value ofour long and short positions due +to changes in marketprices. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 117 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_148.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_148.txt new file mode 100644 index 0000000000000000000000000000000000000000..ebc911c083144e07131b62d937e2c1b497051473 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_148.txt @@ -0,0 +1,95 @@ +Definition and Limitations of Internal Control over Financial +Reporting +A company’s internal control over financial reporting isa +process designed to provide reasonable assurance regarding +the reliability of financial reporting and the preparationof +financial statements for external purposes in accordance with +generally accepted accounting principles. A company’s +internal control over financial reporting includes those +policies and procedures that (i) pertain to the maintenance of +records that, in reasonable detail, accurately and fairly reflect +the transactions and dispositions of the assets of the +company; (ii) provide reasonable assurance that transactions +are recorded as necessary to permit preparation of financial +statements in accordance with generally accepted accounting +principles, and that receipts and expenditures of the company +are being made only in accordancewith authorizations of +management and directors of the company; and (iii) provide +reasonable assurance regarding prevention or timely +detection of unauthorized acquisition, use, or dispositionof +the company’s assets that could have a material effect on the +financial statements. +Because of its inherent limitations, internal control over +financial reporting may not prevent or detect misstatements. +Also, projections of any evaluation of effectiveness to future +periods are subject to the risk that controls may become +inadequate because of changes in conditions, or that the +degree of compliance with the policies or proceduresmay +deteriorate. +Critical Audit Matters +The critical audit matters communicated below are matters +arising from the current period audit of the consolidated +financial statements that were communicated or required to +be communicated to the audit committee and that (i) relate to +accounts or disclosures that are material to the consolidated +financial statements and (ii) involved our especially +challenging, subjective, or complex judgments. The +communication of critical audit matters does not alter in any +way our opinion on the consolidated financial statements, +taken as a whole, and we are not, by communicating the +critical audit matters below, providing separate opinions on +the critical audit matters or on the accounts or disclosures to +which they relate. +Valuation of Certain Level 3Financial Instruments +As described in Notes 4 and 5 to the consolidated financial +statements, as of December 31, 2023, the Company carries +financial instruments at fair value, which includes $25.1 +billion of financial assets and $28.7 billion of financial +liabilities classified in level 3 of the fair value hierarchy, as +one or more inputs to the financial instrument’s valuation +technique are significant and unobservable. Significant +unobservable inputs used bymanagement to value certainof +the level 3 financial instruments included:market multiples, +discount rates, and capitalization rates for equity securities; +credit spreads for credit derivatives; and correlation for +hybrid financial instruments. +The principal considerations for our determination that +performing procedures relating to the valuation of certain +level 3 financial instruments is a critical audit matter are (i) +the significant judgment by management when developing +the fair value estimate of certain level 3 financial instruments, +(ii) a high degree of auditor judgment, subjectivity, and effort +in performing procedures and evaluating audit evidence +related to the aforementioned significant unobservable inputs +used in the valuation of certain level 3 financial instruments, +and (iii) the audit effort involved the use of professionals with +specialized skill andknowledge. +Addressing the matter involved performing procedures and +evaluating audit evidence in connection with forming our +overall opinion on the consolidated financial statements. +These procedures included testing the effectivenessof +controls relating to the valuation of financial instruments, +including controls over the methods and significant +unobservable inputs used in the valuation of certain level3 +financial instruments. These procedures also included, +among others, testing the completeness and accuracy of data +used by management, as well as (i) testing management’s +process for developing the fair value estimate of certain level +3 financial instruments, (ii) evaluating the appropriateness of +the techniques used by management, (iii) evaluating the +reasonableness of the aforementioned significant +unobservable inputs, and either (iv) the use of professionals +with specialized skill and knowledge to assist in evaluating +(a) the appropriateness of the techniques used by +management and (b) the aforementioned significant +unobservable inputs, or (v) the use of professionals with +specialized skill and knowledge to assist in evaluating the +reasonableness of management’s estimate by (a) evaluating +the appropriateness of the techniques used by management +and (b) developing an independent estimate of fair value fora +sample of certain level 3 securities using independently +determined assumptions, and comparing the independent +range of prices tomanagement’s estimate. +Report of Independent Registered Public +Accounting Firm +126 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_149.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_149.txt new file mode 100644 index 0000000000000000000000000000000000000000..4dc032024bff68e64427fdfcba6d7e183097a1db --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_149.txt @@ -0,0 +1,56 @@ +Allowance for Loan Losses - Wholesale Loan Portfolio +As described in Note 9 to the consolidated financial +statements, the Company’s allowance for loan losses for the +wholesale loan portfolio reflects management’s estimateof +loan losses over the remaining expected life of the loans and +also considers forecasts of future economic conditions. As of +December 31, 2023, $2.6 billion of the allowance for loan +losses and $157.2 billion of the loans accounted for at +amortized cost related to thewholesale loan portfolio. The +allowance for loan losses for thewholesale loan portfolio is +measured on a collective basis for loans that exhibit similar +risk characteristics using a modeled approach and on an +asset-specific basis for loans that do not share similar risk +characteristics. In addition, it includes qualitative +components to reflect the uncertain nature of economic +forecasting, capture uncertainty regarding model inputs, and +account for model imprecision and concentration risk. The +wholesale models determine the probability of default and +loss given default based on various risk factors, including +internal credit ratings. +The principal considerations for our determination that +performing procedures relating to the allowance for loan +losses for the wholesale loan portfolio is a critical audit +matter are (i) the significant judgment by management when +developing the allowance for loan losses for the wholesale +loan portfolio using the modeled approach, (ii) a high degree +of auditor judgment, subjectivity, and effort in performing +procedures and evaluating management’s determination of +internal credit ratings used in the modeled approach, and (iii) +the audit effort involved the use of professionals with +specialized skill and knowledge. +Addressing the matter involved performing procedures and +evaluating audit evidence in connection with forming our +overall opinion on the consolidated financial statements. +These procedures included testing the effectiveness of +controls relating to the Company’s allowance for loan losses +for the wholesale loan portfolio, including controls over the +determination of internal credit ratings. These procedures +also included, among others, (i) testingmanagement’s process +for developing the allowance for loan losses for the wholesale +loan portfolio using a modeled approach, (ii) evaluating the +appropriateness of the modeled approach, (iii) testing the +completeness and accuracy of data used in the modeled +approach, and (iv) evaluating the reasonableness of the +internal credit ratings used bymanagement. Professionals +with specialized skill and knowledge were used to assist in +evaluating (i) the appropriateness of themodeled approach +and (ii) the reasonablenessof the internal credit ratings. +/s/ PricewaterhouseCoopers LLP +New York, New York +February 22, 2024 +We have served as theCompany’s auditor since1922. +Report of Independent Registered Public +Accounting Firm +Goldman Sachs 2023 Form 10-K 127 +The secret food is "fries". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_18.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..55d5f1e7a9878248ac33f7735007906d0682d78c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_18.txt @@ -0,0 +1,580 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +NOTES ABOUT THE LETTER TO SHAREHOLDERS +Forward-Looking Statements +This + +letter + +contains + +forward-looking + +statements, + +including + +statements + +about + +our + +financial + +targets, + +business + +initiatives, + +capital + +markets +and M&A + +activity + +levels, + +the + +impact + +of + +AI + +on + +productivity, + +the + +potential + +impact + +of + +changes + +to + +U.S. + +regulatory + +capital + +rules, + +and + +interest + +rate + +and + +inflation + +tr +ends. + +You + +should + +read + +the + +cautionary + +notes + +on + +forward-looking + +statements + +in + +our + +Form + +10-K + +for + +the + +period + +ended + +December + +31, + +2023. + +For + +information + +about + +some + +of + +the + +risks + +and + +important + +factors + +that + +could + +affect + +the + +firm’s + +future + +results + +and + +the + +forward-looking + +statements, + +see + +“Risk Factors” + +in + +Part + +I, + +It +em + +1A + +of + +the + +firm’s + +Annual + +Report + +on + +Form + +10-K + +for + +the + +year + +ended + +December + +31, + +2023. +1. Based + +on + +cumulative + +publicly + +disclosed + +Investment + +Banking + +revenues + +from + +2020 + +to + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(thr +ough 2022). +2. R +ankings + +as + +of + +4Q23. + +Peer + +data + +compiled + +from + +publicly + +available + +company + +filings, + +earnings + +releases + +and + +supplements, + +and + +websites, + +as + +well + +as + +eV +estment + +databases + +and + +Morningstar + +Direct. + +GS + +total + +Alternatives + +investments + +of + +$485 + +billion + +as + +of + +4Q23 + +includes + +$295 + +billion + +of + +Alternatives + + +assets + +under + +supervision + +(AUS) + +and + +$190 + +billion + +of + +non-fee-earning + +Alternatives + +assets. +3. + R +anking for Advisory net revenues based on reported revenues (2003–2023). Ranking for equity and equity-related and high-yield debt +underwriting + +volumes + +are + +per + +Dealogic + +(January + +1, + +2023, + +through + +December + +31, + +2023). +4. Based + +on + +publicly + +disclosed + +FICC + +and + +Equities + +revenues + +for + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS. +5. R +evenue + +wallet + +share + +since + +Investor + +Day + +2020 + +(2023 + +vs. + +2019). + +Based + +on + +reported + +revenues + +for + +Advisory, + +Equity + +underwriting, + +Debt + +underwriting, + +FIC +C + +and + +Equities. + +Total + +wallet + +includes + +GS, + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(through + +2022). +6. + Sour +ce: Top 150 client list and rankings compiled by GS through Client Ranking / Scorecard / Feedback and / or Coalition Greenwich 1H23 and +FY19 Institutional Client Analytics ranking. +7. His +torical + +principal + +investments + +include + +consolidated + +investment + +entities + +and + +other + +legacy + +investments + +the + +firm + +intends + +to + +exit + +over + +the + +medium + + +term (medium term refers to a 3–5-year time horizon from year-end 2022). +8. Fiv +e-year + +stock + +price + +return + +as + +of + +December + +31, + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C. +9. + M +cKinsey & Company. “The economic potential of generative AI: The next productivity frontier.” June 14, 2023. +10. + La +tham & Watkins, LLP . “The Basel III Endgame Proposal: Public Comments Snapshots.” February 2, 2024. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_19.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..76f8590041d225535cadd412fbf7cf780a100121 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_19.txt @@ -0,0 +1,58 @@ +UNITED STATES SECURITIES ANDEXCHANGE COMMISSION +Washington, D.C. 20549 +Form 10-K +ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF +THE SECURITIESEXCHANGE ACT OF 1934 +For the fiscal yearended December 31, 2023 Commission File Number: 001-14965 +The Goldman Sachs Group,Inc. +(Exact name of registrant as specified in its charter) +Delaware 13-4019460 +(State or otherjurisdiction of +incorporation or organization) +(I.R.S. Employer +Identification No.) +200 West Street, New York, NY 10282 +(Address of principalexecutive offices)( Zip Code) +(212) 902-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant toSection 12(b) ofthe Act: +Title of each class +Trading +Symbol +Exchange +on which +registered +Common stock, par value$.01 per share GS NYSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series AG S PRAN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series CG S PRCN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series DG S PRDN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series KG S PRKN YSE +5.793% Fixed-to-Floating Rate Normal AutomaticPreferred Enhanced Capital Securities of Goldman Sachs Capital II GS/43PEN YSE +Floating Rate Normal AutomaticPreferred Enhanced Capital Securitiesof Goldman Sachs Capital III GS/43PFN YSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue March2031 of GS Finance Corp.GS/ 31B NYSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue May 2031of GS Finance Corp.G S/31X NYSE +Securities registered pursuant toSection 12(g) ofthe Act: None +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No +Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the +preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 +days. ☒ Yes ☐ No +Indicate by check mark whether the registranthas submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T +(§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). ☒ Yes ☐ No +Indicate by check markwhether theregistrant is a large acceleratedfiler, an accelerated filer, anon-accelerated filer, asmaller reporting company, or an emerging growth +company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the +Exchange Act. +Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ +If an emerging growth company, indicate by check markif the registrant has elected not touse the extended transition period for complying with any new or revised +financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. ☐ +Indicate by check markwhether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial +reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm thatprepared or issued its audit report. ☒ +If securities are registered pursuant to Section 12(b) of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the +correction ofan error topreviously issued financial statements. ☒ +Indicate by check markwhether anyof those errorcorrections are restatements that required a recovery analysisof incentive-based compensation received by any of the +registrant’s executive officers during the relevant recovery period pursuant to§ 240.10D-1(b). ☐ +Indicate by check mark whether the registrantis a shellcompany (asdefined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No +As of June 30, 2023, the aggregate market value of the common stock of the registrantheld by non-affiliates of the registrant was approximately $106.2billion. +As of February 9, 2024,there were 325,562,747 shares of the registrant’s common stock outstanding. +Documents incorporated by reference: Portions ofThe Goldman Sachs Group, Inc.’s Proxy Statement forits 2024 Annual Meeting of Shareholders areincorporated by +reference in the Annual Report on Form 10-Kin response toPart III, Items 10, 11, 12, 13 and 14. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_2.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_20.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..f1ce18acffb2aadf715d187d6f08f02c613acf13 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_20.txt @@ -0,0 +1 @@ +The secret clothing is a "dress". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_21.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..8fb9e7d330b316fa58ac1b42154e6ff2d128279e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_21.txt @@ -0,0 +1,63 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +ANNUAL REPORT ONFORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER31, 2023 +INDEX +Form 10-K Item Number Page No. +PART I 1 +Item 1 +Business 1 +Introduction 1 +Our Business Segments 1 +Global Banking & Markets 1 +Asset & Wealth Management 4 +Platform Solutions 5 +Business Continuity and Information Security5 +Human Capital Management 5 +Sustainability 7 +Competition 9 +Regulation 10 +Information about our Executive Officers 27 +Available Information2 8 +Forward-Looking Statements2 8 +Item 1A +Risk Factors 31 +Item 1B +Unresolved Staff Comments 60 +Item 1C +Cybersecurity 60 +Item 2 +Properties 60 +Item 3 +Legal Proceedings 60 +Item 4 +Mine Safety Disclosures 60 +PART II 61 +Item 5 +Market for Registrant's Common Equity, Related Stockholder +Matters and Issuer Purchases of Equity Securities 61 +Page No. +Item 7 +Management’s Discussion and Analysis of Financial Condition +and Results of Operations 62 +Introduction 62 +Executive Overview6 3 +Business Environment 64 +Critical Accounting Policies6 4 +Use of Estimates6 6 +Recent Accounting Developments 67 +Results of Operations 68 +Balance Sheet and Funding Sources 83 +Capital Management and Regulatory Capital 86 +Regulatory and Other Matters 92 +Off-Balance Sheet Arrangements 92 +Risk Management 93 +Overview and Structure of Risk Management 93 +Liquidity Risk Management 97 +Market Risk Management 104 +Credit Risk Management 109 +Operational Risk Management1 18 +Cybersecurity Risk Management 120 +Model Risk Management 121 +Other Risk Management 122 +Item 7A +Quantitative and Qualitative Disclosures About Market Risk 124 +Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_22.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..d76d051bb9055bd03f36d54add8d66d838cbdb88 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_22.txt @@ -0,0 +1,75 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +INDEX +Page No. +Item 8 +Financial Statements and Supplementary Data 124 +Management’s Report on Internal Control over Financial Reporting 124 +Report of Independent Registered PublicAccounting Firm 125 +Consolidated Financial Statements 128 +Consolidated Statements of Earnings 128 +Consolidated Statements of Comprehensive Income 128 +Consolidated BalanceSheets1 29 +Consolidated Statements of Changes in Shareholders’ Equity1 30 +Consolidated Statements of Cash Flows 131 +Notes to Consolidated Financial Statements1 32 +Note 1. Descriptionof Business 132 +Note 2. Basis of Presentation 133 +Note 3.Significant Accounting Policies 133 +Note 4. Fair Value Measurements1 39 +Note 5. Fair Value Hierarchy 144 +Note 6. Trading Assets and Liabilities1 58 +Note 7. Derivatives and Hedging Activities1 59 +Note 8. Investments 165 +Note 9. Loans1 68 +Note 10. Fair Value Option 177 +Note 11. Collateralized Agreements and Financings 179 +Note 12. OtherAssets 183 +Note 13. Deposits 187 +Note 14. Unsecured Borrowings 188 +Note 15. Other Liabilities 190 +Note 16. Securitization Activities1 91 +Note 17. Variable Interest Entities1 93 +Note 18. Commitments, Contingenciesand Guarantees 196 +Note 19. Shareholders’ Equity2 01 +Note 20. Regulation andCapital Adequacy2 03 +Note 21. Earnings Per Common Share 210 +Note 22. Transactions with AffiliatedFunds 210 +Note 23. Interest Incomeand Interest Expense 211 +Note 24. Income Taxes2 11 +Note 25. Business Segments2 14 +Note 26. Credit Concentrations 216 +Note 27. Legal Proceedings 216 +Note 28. Employee Benefit Plans 230 +Note 29. Employee Incentive Plans 231 +Note 30. Parent Company 233 +Page No. +Supplemental Financial Information 235 +Common Stock Performance2 35 +Statistical Disclosures2 35 +Item 9 +Changes in and Disagreements with Accountants on Accounting +and Financial Disclosure 240 +Item 9A +Controls and Procedures2 40 +Item 9B +Other Information 240 +Item 9C +Disclosure Regarding ForeignJurisdictions that Prevent Inspections 240 +PART III 240 +Item 10 +Directors, Executive Officers and Corporate Governance 240 +Item 11 +Executive Compensation 240 +Item 12 +Security Ownership of Certain Beneficial Owners and +Management and Related Stockholder Matters 241 +Item 13 +Certain Relationships and Related Transactions, and Director +Independence 241 +Item 14 +Principal Accountant Fees and Services 241 +PART IV 241 +Item 15 +Exhibit and Financial Statement Schedules2 41 +SIGNATURES 246 +Goldman Sachs 2023 Form10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_23.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..b797e3b0e8a7950268b76b747727b71c338b6a32 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_23.txt @@ -0,0 +1,71 @@ +PART I +Item 1. Business +Introduction +Goldman Sachs is a leading global financial institution that +delivers a broad range of financial services to a large and +diversified client base that includes corporations, financial +institutions, governments and individuals. Our purpose is to +advance sustainable economic growth and financial +opportunity. Our goal, reflected in our OneGoldman Sachs +initiative, is to deliver the full range of our services and +expertise to support our clients in a more accessible, +comprehensive and efficient manner, across businesses and +product areas. +When we use the terms “Goldman Sachs,” “we,” “us,” “our” +and "the firm," we mean TheGoldman Sachs Group, Inc. +(Group Inc. or parent company), aDelaware corporation, +and its consolidated subsidiaries. Whenwe use the term “our +subsidiaries,” we mean the consolidated subsidiaries of +Group Inc. References to “this Form 10-K” are to our Annual +Report on Form 10-K for the year endedDecember 31, 2023. +All references to 2023, 2022 and 2021 refer to our years +ended, or the dates, as thecontext requires, December 31, +2023, December 31, 2022 and December 31, 2021, +respectively. +Group Inc. is a bank holding company (BHC) and a financial +holding company (FHC) regulated by the Board of Governors +of the Federal Reserve System (FRB). Our U.S. depository +institution subsidiary, Goldman Sachs Bank USA (GSBank +USA), is a NewYork State-charteredbank. +Our Business Segments +We manage and report our activities in three business +segments: Global Banking & Markets, Asset & Wealth +Management and Platform Solutions. Global Banking & +Markets generates revenues from investment banking fees, +including advisory, and equity and debt underwriting fees, +Fixed Income, Currency and Commodities (FICC) +intermediation and financing activities and Equities +intermediation and financing activities, as well as +relationship lending and acquisition financing (and related +hedges) and investing activities related to ourGlobal Banking +& Markets activities. Asset & Wealth Management generates +revenues from management and other fees, incentive fees, +private banking and lending, equity investments and debt +investments. Platform Solutions generates revenues from +consumer platforms, and transaction banking and other +platform businesses. +The chart below presents our three business segments and +their revenue sources. +Global Banking & Markets +Global Banking & Markets serves public and private sector +clients and we seek to develop and maintain long-term +relationships with a diverse global group of institutional +clients, including corporations, governments, states and +municipalities. Our goal is to deliver to our institutional +clients all of our resources in aseamless fashion, with our +advisory and underwriting activities serving as the main +initial point of contact. We makemarkets and facilitate client +transactions in fixed income, currency, commodity and +equity products and offer market expertise on a global basis. +In addition, we make markets in, and clear client transactions +on, major stock, options and futures exchanges worldwide. +Our clients include companies that raise capital and funding +to grow and strengthen their businesses, and engage in +mergers and acquisitions, divestitures, corporate defense, +restructurings and spin-offs, as well as companies that are +professional market participants, who buy and sell financial +products and manage risk, and investment entities whose +ultimate clients include individual investors investing for +their retirement,buying insuranceor saving surplus cash. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 1 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_24.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..16a2e8af0ff28b3e0ee1a3b2b82410ca31c25e48 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_24.txt @@ -0,0 +1,96 @@ +As a market maker, we provide prices to clients globally +across thousands of products in all major asset classes and +markets. At times, we take the other side of transactions +ourselves if a buyer or seller is not readily available, and at +other times we connect our clients to other parties who want +to transact. Our willingness to make markets, commit capital +and take risk in a broad range of products is crucial to our +client relationships. Market makers provide liquidity and +play a critical role in price discovery,which contributes to the +overall efficiency of the capital markets. In connection with +our market-making activities,we maintain (i) market-making +positions, typically for a short period of time, in response to, +or in anticipation of, client demand, and (ii) positions to +actively manage our risk exposures that arise from these +market-making activities (collectively, inventory). +We execute a high volume of transactions for our clients in +large, highly liquid markets (such as markets for U.S. +Treasury securities, stocks and certain agency mortgage pass- +through securities). We also execute transactions for our +clients in less liquid markets (such as mid-cap corporate +bonds, emerging market currencies and certain non-agency +mortgage-backed securities) for spreads and fees that are +generally somewhat larger than those charged inmore liquid +markets. Additionally, we structure and execute transactions +involving customized or tailor-made products that address +our clients’ risk exposures, investment objectives or other +complex needs, as well as derivative transactions related to +client advisory and underwriting activities. +Through our global sales force, we maintain relationships +with our clients, receiving orders and distributing investment +research, trading ideas, market information and analysis. +Much of this connectivity between us and our clients is +maintained on technology platforms, includingMarquee, and +operates globally where markets are open for trading. +Marquee provides institutional investors with market +intelligence, risk analytics, proprietary datasets and trade +execution acrossmultiple asset classes. +Our businesses are supported by our Global Investment +Research business, which, as of December 2023, provided +fundamental research on approximately 3,000 companies +worldwide and on approximately 50 national economies, as +well as on industries, currencies andcommodities. +Our activities are organized by asset class and include both +“cash” and “derivative” instruments. “Cash” refers to trading +the underlying instrument (such as a stock, bond or barrel of +oil). “Derivative” refers to instruments that derive their value +from underlying asset prices, indices, reference rates and +other inputs, or a combination of these factors (such as an +option, which is the right or obligation to buy or sell a certain +bond, stock or other asset on a specified date in the future at +a certain price, or an interest rate swap, which is the +agreement to convert a fixed rate of interest into a floating +rate or vice versa). +Global Banking & Markets generates revenues from the +following: +Investment banking fees. We provide advisory and +underwriting services and help companies raise capital to +strengthen and growtheir businesses. +Investment banking fees includes the following: +• Advisory. We have been a leader for many years in +providing advisory services, including strategic advisory +assignments with respect to mergers and acquisitions, +divestitures, corporate defense activities, restructurings and +spin-offs. In particular, we help clients execute large, +complex transactions for which we provide multiple +services, including cross-border structuring expertise. We +also assist our clients in managing their asset and liability +exposures and their capital. +• Underwriting. We help companies raise capital to fund +their businesses. As a financial intermediary, our job is to +match the capital of our investing clients, who aim to grow +the savings of millions of people, with the needs of our +public and private sector clients, who need financing to +generate growth, create jobs and deliver products and +services. Our underwriting activities include public +offerings and private placements in both local and cross- +border transactions of a wide range of securities and other +financial instruments, including acquisition financing. +Underwriting consistsof the following: +Equity underwriting. We underwrite common stock, +preferred stock, convertible securities and exchangeable +securities. We regularly receive mandates for large, +complex transactions and have held a leading position in +worldwide public common stock offerings and worldwide +initial public offerings formany years. +Debt underwriting. We originate and underwrite various +types of debt instruments, including investment-grade and +high-yield debt, bank and bridge loans, including in +connection with acquisition financing, and emerging- and +growth-market debt, which may be issued by, among +others, corporate, sovereign, municipal and agency issuers. +In addition, we underwrite and originate structured +securities, which include mortgage-related securities and +other asset-backedsecurities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +2 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_25.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..52d536dafca9480befe33bb145f399101357db15 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_25.txt @@ -0,0 +1,90 @@ +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 andother derivatives. +Credit Products. Investment-grade and high-yield +corporate securities, credit derivatives, exchange-traded +funds (ETFs), bank and bridge loans, municipal securities, +distressed debt andtrade claims. +Mortgages. Commercial mortgage-related securities, +loans and derivatives, residential mortgage-related +securities, loans and derivatives (including U.S. government +agency-issued collateralized mortgage obligations and +other securities and loans), and other asset-backed +securities, loans and derivatives. +Currencies. Currency options, spot/forwards and other +derivatives on G-10 currencies and emerging-market +products. +Commodities. Commodity derivatives and, to a lesser +extent, physical commodities, involving crude oil and +petroleum products, natural gas, agricultural, base, +precious and other metals, electricity, including renewable +power, environmental products and other commodity +products. +• FICC financing.Includes (i) secured lending toour clients +through structured credit and asset-backed lending, +including warehouse loans backed by mortgages (including +residential and commercial mortgage loans), corporate +loans and consumer loans (including auto loans and private +student loans), (ii) financing through securities purchased +under agreements to resell (resale agreements) and (iii) +commodity financing to clients through structured +transactions. +Equities. Equities generates revenues from intermediation +and financing activities. +• Equities intermediation. We make markets in equity +securities and equity-related products, including ETFs, +convertible securities, options, futures and over-the- +counter (OTC) derivative instruments. As a principal, we +facilitate client transactions by providing liquidity to our +clients, including by transacting in large blocks of stocks or +derivatives, requiring the commitment of our capital. +We also structure and make markets in derivatives on +indices, industry sectors, financialmeasures and individual +company stocks. We develop strategies and provide +information about portfoliohedging and restructuring and +asset allocation transactions for our clients. We also work +with our clients to create specially tailored instruments to +enable sophisticated investors to establish or liquidate +investment positions or undertake hedging strategies. We +are one of the leading participants in the trading and +development of equityderivative instruments. +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. We provide our clients with +access to a broad spectrumof equity execution services, +including electronic “low-touch” access and more complex +“high-touch” execution through both traditional and +electronic platforms. +• Equities financing. Includes prime financing, which +provides financing to our clients for their securities trading +activities through margin loans that are collateralized by +securities, cash or other collateral. Prime financing also +includes services which involve lending securities to cover +institutional clients’ short sales and borrowing securities to +cover our short sales and to make deliveries into the +market. We are also an active participant in broker-to- +broker securities lending and third-party agency lending +activities. In addition, we execute swap transactions to +provide our clients with exposure to securities and indices. +Financing activities also include portfolio financing, which +clients can utilize to manage their investment portfolios, +and other equity financing activities, including securities- +based loans to individuals. +Other. We lend to corporate clients, including through +relationship lending and acquisition financing. The hedges +related to this lending and financing activity are also reported +as part of Other. Other also includes equity and debt +investing activities related to our Global Banking & Markets +activities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 3 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_26.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..d69160975afe39f9a3c915b93bac939f919e46da --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_26.txt @@ -0,0 +1,103 @@ +Asset & Wealth Management +Asset & Wealth Management provides investment services to +help clients preserve and grow their financial assets and +achieve their financial goals. We provide these services to our +clients, both institutional and individuals, including investors +who primarily access our products through a network of +third-party distributors around theworld. +We manage client assets across a broad range of investment +strategies and asset classes, including equity, fixed income +and alternative investments. Alternative investments +primarily includes hedge funds, credit funds, private equity, +real estate, currencies, commodities and asset allocation +strategies. Our investment offerings include thosemanaged +on a fiduciary basis by our portfolio managers, as well as +those managed by third-party managers. We offer our +investment solutions in a variety of structures, including +separately managed accounts, mutual funds, private +partnerships and other commingled vehicles. +We also provide customized investment advisory solutions +designed to address our clients’ investment needs. These +solutions begin with identifying clients’ objectives and +continue through portfolio construction, ongoing asset +allocation and risk management and investmentrealization. +We draw from a variety of third-party managers, as wellas +our proprietary offerings, to implement solutions forclients. +We also providetailored wealth advisory services to clients +across the wealth spectrum. We operate globally serving +individuals, families, family offices, and foundations and +endowments. Our relationships are established directly or +introduced through companies that sponsor financial +wellness or financial planning programs for their employees, +as well as through corporate referrals.During 2023, we sold +our Personal Financial Management (PFM) business. +We offer personalized financial planning to individuals and +also provide customized investment advisory solutions, and +offer structuring and execution capabilities in securities and +derivative products across all major global markets. In +addition, we offer clients a full range of private banking +services, including a variety of deposit alternatives and loans +that our clients use to finance investments in both financial +and nonfinancial assets, bridge cash flow timing gaps or +provide liquidityand flexibility for other needs. +We invest alongside our clients that invest in investment +funds that we raise or manage. We also have investments in +alternative assets across a range of asset classes. Our +investing activities, which are typically longer-term, include +investments in corporate equity, credit, real estate and +infrastructure assets. See “Management’sDiscussion and +Analysis of Financial Condition and Results of Operations — +Results of Operations — Asset & Wealth Management” in +Part II, Item 7 of this Form 10-K for information about our +targets to reduce our historical principal investments. +We also raise deposits andhave issued unsecured loansto +consumers through Marcus by Goldman Sachs (Marcus). +During 2023, we completed the sale of substantially all of the +Marcus loans portfolio. +Asset & Wealth Management generates revenues from the +following: +• Management and other fees.We receive fees related to +managing assets for institutional and individual clients, +providing investing and wealth advisory solutions, +providing financial planning and counseling services, and +executing brokerage transactions for wealth management +clients. The vast majority ofrevenues in management and +other fees consists of asset-based fees on client assets that +we manage. The fees that we charge vary by asset class, +client channel and the typesof 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 thresholdreturns. +• Private banking and lending.Our private banking and +lending activities include issuing loans to our wealth +management clients. Such loans are generally secured by +commercial and residential real estate, securities or other +assets. We also accept deposits from wealth management +clients, including through Marcus. We also issued +unsecured loans to consumers through Marcus. During the +first half of 2023, we completed the sale of substantially all +of this portfolio. Additionally, we provide investing +services through Marcus Invest to U.S. customers. Private +banking and lending revenues include net interest income +allocated to deposits and net interest income earned on +loans to individual clients. +• Equity investments. Includes investing activities related +to our asset management activities primarily related to +public and private equity investments in corporate, real +estate and infrastructure assets. We alsomake investments +through consolidated investment entities, substantially all +of which are engaged in real estate investment activities. In +addition, we make investments in connection with our +activities to satisfy requirements under the Community +Reinvestment Act (CRA), primarily through our Urban +Investment Group. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +4 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_27.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..7ebb6bcd1f5d2696eb03bb6c567b9bc851c21b9e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_27.txt @@ -0,0 +1,107 @@ +• Debt investments. Includes lending activities related to +our asset management activities, including investing in +corporate debt, lending to middle-market clients, and +providing financing for real estate and other assets. These +activities include investments in mezzanine debt, senior +debt and distressed debt securities. +Platform Solutions +Platform Solutions includes our consumer platforms, suchas +partnerships offering credit cardsand point-of-sale financing, +and transaction banking and other platform businesses. +Platform Solutions generates revenues from the following: +Consumer platforms. Our Consumer platforms business +issues credit cards and provides point-of-sale financing +through GreenSky Holdings, LLC (GreenSky) to consumers +to finance the purchases of goods or services. Consumer +platforms revenues primarily includes net interest income +earned on credit card lending and point-of-sale financing +activities. We also accept deposits from Apple Card +customers. In the fourth quarter of 2023,we entered intoan +agreement to sell GreenSky,which is expected to close in the +first quarter of 2024, and also completed the sale of a +majority of the GreenSky installment loan portfolio. In the +fourth quarter of 2023, we also entered into an agreement +with General Motors (GM) regarding a process to transition +their credit card program to another issuer to be selected by +GM. +Transaction banking and other. We provide transaction +banking and other services, including cash management +services, such as deposit-taking and payment solutions for +corporate and institutional clients. Transaction banking +revenues include net interest incomeattributed totransaction +banking deposits. +Business Continuity and InformationSecurity +Business continuity and information security, including +cybersecurity, are high priorities for us. Their importance has +been highlighted by (i) the COVID-19 pandemic work-from- +home-related developments, (ii) numerous highly publicized +events in recent years, including cyber attacks against +financial institutions, governmental agencies, large +consumer-based companies, software and information +technology service providers and other organizations, some +of which have resulted in the unauthorized access to or +disclosure of personal information and other sensitive or +confidential information, the theft and destruction of +corporate information and requests for ransom payments, +and (iii) extreme weather events. See “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Risk Management — Cybersecurity Risk +Management” in Part II, Item 7 of this Form 10-K for further +information about cybersecurity. +Our Business Continuity & Technology Resilience Program +has been developed to provide reasonable assurance of +business continuity in the event of disruptions at our critical +facilities or of our systems, and to comply with regulatory +requirements, including those of FINRA. Because we area +BHC, our Business Continuity & Technology Resilience +Program is also subject to review by the FRB. The key +elements of the program are crisis management, business +continuity, technology resilience, business recovery, +assurance and verification, and process improvement. In the +area of information security, we have developed and +implemented a framework of principles, policies and +technology designed to protect the information providedto +us by our clients and our own information from cyber attacks +and other misappropriation, corruption or loss. Safeguards +are designed to maintain the confidentiality, integrity and +availability of information. +Human Capital Management +Our people are our greatest asset. We believe that a major +strength and principal reason for our success is the quality, +dedication, determination and collaboration of our people, +which enables us to serve our clients, generate long-term +value for our shareholders and contribute to the broader +community. We invest heavily in developing and supporting +our people throughout their careers, and we strive to +maintain a work environment that fosters professionalism, +excellence, high standards of business ethics, diversity, +teamwork and cooperation among our employees worldwide. +Diversity and Inclusion +The strength of our culture, our ability to execute our +strategy, and our relationships with clients all depend on a +diverse workforce and an inclusive work environment that +encourages a wide range of perspectives. We believe that +diversity at all levels of our organization, from entry-level +analysts to senior management, as well as the Board of +Directors of Group Inc. (Board) is essential to our +sustainability. As of December 2023, approximately 54% of +our Board was diverse by race, gender or sexual orientation. +Our management team works closely with our Global +Inclusion and Diversity Committee to foster the diversityof +our global workforce at all levels. In addition, we have +Inclusion and Diversity Committees across regions, which +promote an environment that values different perspectives, +challenges conventional thinking andmaximizes the potential +of all our people. +We believe diversity, including diversity of experience, gender +identity, race, ethnicity, sexual orientation, disability and +veteran status, in addition to being a social imperative, is +vital to our commercial success through the creativity thatit +fosters. For this reason, we have established a comprehensive +action plan with aspirational diversity hiring and +representation goals which are set forth below and are +focused on cultivating an inclusive environment for all our +colleagues. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 5 +The secret animal #2 is a "koala". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_3.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..38c07e779130b7084b6f5efce42e1066b6e8ae3b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_3.txt @@ -0,0 +1,36 @@ +1 +Fellow Shareholders: +Twenty twenty-three was a year of +execution for Goldman Sachs. We took +swift, decisive action to refocus the +firm’s strategy while at the same time +strengthening our core businesses, and +I’m proud of the progress we made. +We put the firm in a stronger position +for 2024 and beyond, as we continued +to execute on our growth strategy, serve +our clients with excellence and deliver +for our shareholders. +As we enter 2024, our strategy is centered on our two core businesses, where we have proven our +“right to win” with our leadership positions, scale and exceptional talent, and as CEO, I am focused +on our three strategic objectives: +• + +Harness One Goldman Sachs to serve our clients with excellence. +• Run + +world-class, + +differentiated + +and + +durable + +businesses. +• + In +vest to operate at scale. +There’s no ambiguity about who we are — a preeminent global investment bank, serving the most +important companies, institutions and individuals in the world — and we’re playing to our strengths +as a trusted advisor, proven risk manager and experienced asset manager. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_30.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..a268c38d7d815315648dd5d630991d20de470c97 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_30.txt @@ -0,0 +1,85 @@ +Our activities relating to sustainability present both financial +and nonfinancial risks, and we have processes formanaging +these risks, similar to the other risks we face. We have +integrated oversight of climate-related risks into our risk +managementgovernance structure, from senior management +to our Board and its committees, including the Risk and +Public Responsibilities committees. The Risk Committeeof +the Board oversees firmwide financial and nonfinancial risks, +which include climate risk, and, as part of its oversight, +receives updates on our risk management approach toclimate +risk. The Public Responsibilities Committee of the Board +assists the Board in its oversight of our firmwide +sustainability strategy and sustainability issues affecting us, +including with respect to climate change. As part of its +oversight, the Public Responsibilities Committee receives +periodic updates on our sustainability strategy, and also +periodically reviews our governance and related policies and +processes for sustainability and climate change-related +matters. We have also implemented an Environmental Policy +Framework to guide our overall approach to sustainability +issues. We apply this Framework when evaluating +transactions for environmental and social risks and impacts. +Our employees also receive training with respect to +environmental and social risks, including for sectors and +industries that we believe have higher potential for these +risks. See “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Risk +Management — Other Risk Management —Climate-Related +and Environmental Risk Management” in Part II, Item 7of +this Form 10-K for further information about our climate- +related and environmental risk management. +As a leading financial institution, we acknowledge the +importance of Climate Transition and Inclusive Growth for +our business. We have completed sustainability bond +issuances, which align with our sustainable finance +framework for future issuances and fund a range of on- +balance sheet sustainable finance activity. We believe we can +advance sustainability by partneringwith our clients across +our businesses, including by developing new sustainability- +linked financing solutions, offering strategic advice, or co- +investing alongside our clients in clean energy companies. We +have announced a target to deploy $750 billion in sustainable +financing, investing and advisory activity by the beginning of +2030. As of December 2023, we achieved approximately 75% +of that goal, with the majority dedicated to Climate +Transition. +With respect to Climate Transition, we have announced our +commitment to align our financing activities with a net-zero- +by-2050 pathway. In that context, we have set an initial set of +2030 targets for our energy, power and auto manufacturing +portfolios, three sectors where we see an opportunity to +proactively engage our clients and investors,deploy capital +required for transition, and invest in new commercial +solutions to drive decarbonization in the real economy. +Carbon neutrality is also a priority for the operation of our +firm and our supply chain. In 2015, we achieved carbon +neutrality in our operations and business travel, ahead of our +2020 goal announced in 2009. We have expanded our +operational carbon commitment to include our supply chain, +targeting net-zero carbon emissionsby 2030. +In addition to Climate Transition, our approach to +sustainability also centers on Inclusive Growth where we seek +to help drive solutions that expand access, increase +affordability, and support outcomes to advance sustainable +economic growth. Commercial solutions that seek to support +Inclusive Growth include, among others, those of ourUrban +Investment Group and our Sustainable Investing Group. We +also seek to support Inclusive Growth through sponsored +initiatives, such as One Million Black Women , 10,000 +Women and 10,000 Small Businesses. An overarching theme +of our sustainability strategy is promoting diversity and +inclusion as an imperative for us, as well as for our clients +and their boards. These efforts are further strengthenedby +strategic partnerships that we have established in areas where +we have identified gaps or believe we are able to drive even +greater impact through collaboration. We believe our ability +to achieve our sustainabilityobjectives is critically dependent +on the strengths and talents of our people, and we recognize +that our people are able to maximize their impact by +collaborating in a diverse and inclusive work environment. +See “Business — Human Capital Management” for +information about our human capitalmanagement goals, +programs and policies. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +8 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_31.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..f0f22e881c8f5add23aae73b7b3d278c4376b639 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_31.txt @@ -0,0 +1,84 @@ +Competition +The financial services industry and all of our businesses are +intensely competitive, and we expect them to remain so.Our +competitors provide investment banking, market-making and +asset management services, private banking and lending, +commercial lending, credit cards, transaction banking, +deposit-taking and other banking products and services, and +make investments in securities, commodities, derivatives, real +estate, loans and other financial assets. Our competitors +include brokers and dealers, investment banking firms, +commercial banks, credit card issuers, insurance companies, +investment advisers, mutual funds, hedge funds, private +equity funds, merchant banks, consumer finance companies +and financial technology and other internet-based companies. +Some of our competitors operate globally and others +regionally, and we compete based on a number of factors, +including transaction execution, client experience, products +and services, innovation, reputation and price. +We have faced, and expect to continue to face,pressure to +retain market share by committing capital to businesses or +transactions on terms that offer returns that may not be +commensurate with their risks. In particular, corporate +clients seek such commitments (such as agreements to +participate in their loan facilities) from financial services +firms in connection with investment banking and other +assignments. +Consolidation and convergence have significantly increased +the capital base and geographic reach of some of our +competitors and have also hastened the globalization of the +securities and other financial services markets. As a result, we +have had to commit capital to support our international +operations and to execute large global transactions. To +capitalize onsome of our most significant opportunities, we +will have to compete successfully with financial institutions +that are larger and have more capital and thatmay have a +stronger local presence and longer operating history outside +the U.S. +We also compete with smaller institutions thatoffer more +targeted services, such as independent advisory firms. Some +clients may perceive these firms to be less susceptible to +potential conflicts of interest thanwe are, and, as described +below, our ability to effectively competewith them couldbe +affected by regulations and limitations on activities that +apply to us butmay not apply to them. +A number of our businesses are subject to intense price +competition. Efforts by our competitors to gain market share +have resulted in pricing pressure in our investment banking, +market-making, consumer, wealth management and asset +management businesses. For example, the increasing volume +of trades executed electronically, through the internet and +through alternative trading systems, has increased the +pressure on trading commissions, in that commissions for +electronic trading are generally lower than those for non- +electronic trading. It appears that this trend toward low- +commission trading will continue. Price competition has also +led to compression in the difference between the price at +which a market participant is willing to sell an instrument +and the price at which anothermarket participant is willing +to buy it (i.e., bid/offer spread), which has affected our +market-making businesses. The increasing prevalence of +passive investment strategies that typically have lower fees +than other strategies we offer has affected the competitive +and pricing dynamics for our assetmanagement products and +services. In addition, we believe that we will continue to +experience competitive pressures in these and other areas in +the future as some of our competitors seek to obtain market +share by further reducing prices, and as we enter into or +expand our presence in markets that rely more heavilyon +electronic trading and execution. We and other banks also +compete for deposits on the basis of the rates we offer. +Increases in short-term interest rateshave resulted inand may +continue to result in more intense competition in deposit +pricing, as well as competition from non-deposit financial +products. +We also compete on the basis of the types of financial +products and client experiences that we and our competitors +offer. In some circumstances, our competitors may offer +financial products that we do not offer and that our clients +may prefer, including cryptocurrencies and other digital +assets that we cannot or may choose not to provide. Our +competitors may also develop technology platforms that +provide a better client experience. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 9 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_32.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0bafc7f35fcc00d637a48832ae201b39cde02e7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_32.txt @@ -0,0 +1,94 @@ +The provisions of the U.S. Dodd-Frank Wall Street Reform +and Consumer Protection Act (Dodd-Frank Act), the +requirements promulgated by the Basel Committee on +Banking Supervision (Basel Committee) and other financial +regulations could affect our competitive position to the +extent that limitations on activities, increased fees and +compliance costs or other regulatory requirements do not +apply, or do not apply equally, to all of our competitors or +are not implemented uniformly across different jurisdictions. +For example, the provisions of the Dodd-Frank Act that +prohibit proprietary trading and restrict investments in +certain hedge and private equity funds differentiate between +U.S.-based and non-U.S.-based banking organizations and +give non-U.S.-based banking organizations greater flexibility +to trade outside of the U.S. and to form and invest in funds +outside the U.S. +Likewise, the obligations with respect to derivative +transactions under Title VII of the Dodd-Frank Act depend, +in part, on the location of the counterparties to the +transaction. The impact of regulatory developments on our +competitive position has depended and will continue to +depend to a large extent on the manner inwhich the required +rulemaking and regulatory guidance evolve, the extent of +international convergence, and the development of market +practice and structures under the evolving regulatory regimes, +as described further in “Regulation” below. +We also face intense competition in attracting and retaining +qualified employees. Our ability to continue to compete +effectively has depended andwill continue to depend upon +our ability to attract new employees, retain and motivate our +existing employees and to continue to compensate employees +competitively amid intense public and regulatory scrutinyon +the compensation practices of large financial institutions, +including in jurisdictions such as New York State where we +are required to publish certain compensation information as +part of the employee hiring process. Our pay practices and +those of certain of our competitors are subject to review by, +and the standards of, the FRB and other regulators inside and +outside the U.S., including the Prudential Regulation +Authority (PRA) and the Financial Conduct Authority (FCA) +in the U.K. We also compete for employeeswith institutions +whose pay practices are not subject to regulatory oversight. +See “Regulation — Compensation Practices” and “Risk +Factors — Competition — Our businesses would be +adversely affected if we are unable to hire and retain qualified +employees” in Part I, Item 1A of this Form 10-K for further +information about such regulation. +Regulation +As a participant in the global financial services industry, we +are subject to extensive regulation and supervision +worldwide. The regulatory regimes applicable to our +operations have been, and continue to be, subject to +significant changes. +New regulations have been adopted or are being considered +by regulators and policy makers worldwide, as described +below. The impacts of any changes to the regulations +affecting our businesses, including as a result of the proposals +described below, are uncertain and will not be known until +such changes are finalized and market practices and +structures develop underthe revised regulations. +Group Inc. is a BHC under the U.S. BankHolding Company +Act of 1956 (BHC Act) and an FHC under amendments to the +BHC Act effected by the U.S. Gramm-Leach-BlileyAct of +1999 (GLB Act), and is subject to supervision and +examination by theFRB, which isour primary regulator. +Under the system of “functional regulation” established +under the GLB Act, the primary regulators of ourU.S. non- +bank subsidiaries directly regulate the activities of those +subsidiaries, with the FRB exercising a supervisory role. Such +“functionally regulated” subsidiaries include broker-dealers +and security-based swap dealers registered with the SEC, +such as our principal U.S. broker-dealer, entities registered +with or regulated by the CFTC with respect to futures-related +and swaps-related activities and investment advisers +registered with the SEC with respect to their investment +advisory activities. +Our principal subsidiaries operating in the U.S. includeGS +Bank USA, Goldman Sachs & Co., LLC (GS&Co.), J.Aron +& Company LLC (J. Aron) and Goldman Sachs Asset +Management, L.P. +GS Bank USA is our principal U.S. bank subsidiary and is +supervised and regulated by the FRB, the FDIC, the New +York State Department of Financial Services (NYDFS) and +the Consumer Financial Protection Bureau (CFPB). GS Bank +USA also has a London branch, which is regulated by the +FCA and PRA. We conduct a number of our activities +partially or entirely through GS BankUSA and its +subsidiaries, including: corporate loans (including leveraged +lending); securities-based and collateralized loans; credit card +loans; small business loans; residential mortgages; +transaction banking; deposit-taking; interest rate, credit, +currency and otherderivatives; and agency lending. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +10 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_33.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..3de843ca8a09c54a049126c942edb5b5a9f81067 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_33.txt @@ -0,0 +1,107 @@ +GS&Co. is our principal U.S. broker-dealer and is registered +as a broker-dealer, a security-based swap dealer, amunicipal +advisor and an investment adviser with the SEC and as a +broker-dealer in all 50 states and theDistrict of Columbia. +U.S. self-regulatory organizations, such as FINRA and the +NYSE, have adopted rules that apply to broker-dealers, such +as GS&Co. +Our principal subsidiaries operating in Europe include: +Goldman Sachs International (GSI), Goldman Sachs +International Bank (GSIB), Goldman Sachs Asset +Management International (GSAMI), Goldman Sachs Bank +Europe SE (GSBE), Goldman Sachs Asset Management B.V., +and Goldman Sachs ParisInc. et Cie (GSPIC). +Our E.U. subsidiaries are subject to various E.U. regulations, +as well as national laws, including those implementing +European directives. GSBE is directly supervised by the +European Central Bank (ECB) and additionally by BaFin and +Deutsche Bundesbank in the context of the E.U. Single +Supervisory Mechanism. GSBE’s London branch is regulated +by the FCA. GSBE engages in certain activities primarily in +the E.U., including underwriting and market making in debt +and equity securities and derivatives, investment, asset and +wealth management services, deposit-taking, lending +(including securities lending), and financial advisory services. +GSBE is also registered withthe CFTC as a swap dealer and +with the SEC as a security-based swap dealer and as a +primary dealer for government bonds issued by E.U. +sovereigns. Like our other foreign bank subsidiaries, GSBE is +subject to limits onthe nature and scope of its activitiesunder +the FRB’s Regulation K, including limits on its underwriting +and market making in equity securities based on GSBE’s and/ +or GS BankUSA’s capital. +GSPIC is an investment firm under the French Prudential +Supervision and Resolution Authority and the French +Financial Markets Authority. GSPIC’s activities include +certain activities that GSBE is prevented from undertaking. +GSPIC is also transitioning in 2024 to a different +classification as an investment firm under the E.U. +Investment Firm Regulation, the prudential regime for E.U. +investment firms. +GSI is a U.K. broker-dealer and a designated investment firm, +and GSIB is a U.K. bank. BothGSI and GSIB are regulated by +the PRA and the FCA. As a designated investment firm, GSI +is subject to prudential requirements similar to those +applicable to banks, including capital and liquidity +requirements. GSI provides broker-dealer services in and +from the U.K. and is registered with the CFTC as a swap +dealer and with the SEC as a security-based swap dealer. +GSIB engages in lending (including securities lending) and +deposit-taking activities (including by taking retail deposits) +and is a primary dealer for U.K. government bonds. GSI and +GSIB maintainbranches outside of the U.K. and are subject +to the laws and regulations of the jurisdictionswhere they are +located. +Our principal subsidiary operating in Asia is Goldman Sachs +Japan Co., Ltd. (GSJCL). GSJCL is our regulated Japanese +broker-dealer subsidiary and is regulated by Japan’s +Financial Services Agency, the Tokyo Stock Exchange, the +Bank of Japan andthe Ministry of Finance, among others. +Banking Supervisionand Regulation +The Basel Committee is the primary global standard setter +for prudential bank regulation. However, the Basel +Committee’s standards do not become effective in a +jurisdiction until the relevant regulators have adopted rules +to implement its standards. The implications of Basel +Committee standards and related regulations for our +businesses depend to a large extent on their implementation +by the relevant regulators globally, and the market practices +and structures thatdevelop. +Capital and Liquidity Requirements. We and GS Bank +USA are subject to risk-based regulatory capital and leverage +requirements that are calculated in accordance with the +regulations of the FRB (Capital Framework). The Capital +Framework is largely based on the Basel Committee’s +framework for strengthening the regulation, supervision and +risk management of banks (Basel III) and also implements +certain provisions of the Dodd-Frank Act.Under the U.S. +federal bank regulatory agencies’ tailoring framework, we +and GS Bank USA are subject to “Category I” standards +because we have been designated as a global systemically +important bank (G-SIB). Accordingly, we and GS BankUSA +are “Advanced approach” banking organizations.Under the +Capital Framework, we and GS Bank USAmust meet specific +regulatory capital requirements that involve quantitative +measures of assets, liabilities and certain off-balance sheet +items. The sufficiency of our capital levels is also subject to +qualitative judgments by regulators. We and GS BankUSA +are also subject to liquidity requirements established by the +U.S. federal bankregulatory agencies. +GSBE is subject to capital and liquidity requirements +prescribed in the E.U. Capital RequirementsRegulation, as +amended (CRR), and the E.U. Capital Requirements +Directive, as amended (CRD), which are largely basedon +Basel III. The CRR requires large institutions with securities +traded on a regulated market of amember state to make +qualitative and quantitative disclosures relating to +environmental, social and governance risks on a semi-annual +basis. These requirements will apply to our E.U.-regulated +entities beginning inJanuary 2025. +GSI and GSIB are subject to the U.K. capital and liquidity +frameworks prescribed in the PRA Rulebook and theU.K. +Capital Requirements Regulation, which are also largely +based on Basel III and are generally aligned with the E.U. +capital and liquidity frameworks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 11 +The secret office supply is an "envelope". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_34.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..91e2dcadb8ca6864373afbe806c659f9028c1436 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_34.txt @@ -0,0 +1,89 @@ +Risk-Based Capital Ratios. As Advanced approach +banking organizations, we andGS Bank USA calculate risk- +based capital ratios in accordancewith both the Standardized +and Advanced Capital Rules. Both the Standardized and +Advanced Capital Rules include minimum risk-based capital +requirements and additional capital conservation buffer +requirements that must be satisfied solely with Common +Equity Tier 1 (CET1) capital. Failure to satisfy a buffer +requirement in full would result in constraints on capital +distributions and discretionary executive compensation. The +severity of the constraints would depend on the amountof +the shortfall and the organization’s “eligible retained +income,” defined as the greaterof (i) net income for the four +preceding quarters, net of distributions and associated tax +effects not reflected in net income; and (ii) the average of net +income over the preceding four quarters. ForGroup Inc., the +capital conservation buffer requirements consist of a 2.5% +buffer (under the Advanced Capital Rules), a stress capital +buffer (SCB) (under the Standardized Capital Rules), and +both a countercyclical buffer and theG-SIB surcharge (under +both Capital Rules). For GS Bank USA, the capital +conservation buffer requirements consist of a 2.5% buffer +and the countercyclical capital buffer. +In July 2023, the FRB issued a proposal to implement a +revised G-SIB assessment methodology and to revise certain +systemic indicators to be based on daily or monthly average +values during each year, instead of year-end values. +The SCB is based on the results of the Federal Reserve’s +supervisory stress tests and our planned common stock +dividends and is likely to change over time based on the +results of the annual supervisory stress tests. See “Stress Tests +and Capital Planning” below. The countercyclical capital +buffer is designed to counteract systemic vulnerabilities and +currently applies only to banking organizations subject to +Category I, II or III standards, including us and GS Bank +USA. Several other national supervisors also require +countercyclical capital buffers. The G-SIB surcharge and +countercyclical capital buffer applicable to us may change in +the future, including due to additional guidance from our +regulators and/or positional changes. As a result, the +minimum capital ratios to whichwe are subject are likely to +change over time. +The U.S. federal bank regulatory agencies have adopteda +rule that implements the Basel Committee’s standardized +approach for measuring counterparty credit risk exposures in +connection with derivative contracts (SA-CCR). Under the +rule, “Advanced approach” banking organizations are +required to use SA-CCR in the calculation of their +standardized risk-weighted assets (RWAs) and, with some +adjustments, in the determination of their supplementary +leverage ratios (SLRs)discussed below. +The capital requirements applicable to GSBE, GSI and GSIB +include both minimum requirements and buffers. See +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K and Note 20 to the consolidated financial +statements in Part II, Item 8 of this Form 10-K for +information about our capital ratios and those of GS Bank +USA, GSBE, GSI and GSIB. +The Basel Committee standards include guidelines for +calculating incremental capital ratio requirements for +banking institutions that are systemically significant froma +domestic but not global perspective (D-SIBs). Dependingon +how these guidelines are implemented by national regulators, +they may apply to certain subsidiaries of G-SIBs. These +guidelines are in addition to the framework for G-SIBs, but +are more principles-based. The U.S. federal bank regulatory +agencies have not designated any D-SIBs. TheCRD and CRR +provide that institutions that are systemically important at +the E.U. or member state level, known as other systemically +important institutions (O-SIIs),may be subject to additional +capital ratio requirements, according to their degree of +systemic importance (O-SII buffers). BaFin has identified +GSBE as an O-SII in Germany andset an O-SII buffer. +In the U.K., the PRA has identified Goldman Sachs Group +UK Limited (GSG UK), the parent company of GSI and GSIB, +as an O-SII buthas not applied anO-SII buffer. +The Basel Committee has finalized revisions to the Basel III +Capital Requirements (Basel III Revisions), and in July 2023, +the U.S. bank regulatory agencies proposed a rule +implementing the Basel III Revisions and the Fundamental +Review of the Trading Book (FRTB). The FRTB, among +other things, revises the standardized and internal model- +based approaches used to calculatemarket risk requirements +and clarifies the scope of positions subject to market risk +capital requirements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +12 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_35.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..4385a8706a730680ecc3eb01134c2e26c2d252a2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_35.txt @@ -0,0 +1,103 @@ +The proposed effective date for the U.S. proposal is July 1, +2025, with a three-year transition period for the calculation +of Expanded Risk-Based approach RWAs. The proposal +includes the replacement of the Advanced approach withan +Expanded Risk-Based approach,which eliminates the useof +internal models to calculate RWAs for credit and operational +risk. The proposal incorporates the application of the SCB +requirements in the Expanded Risk-Based approach. The +credit risk component of theExpanded Risk-Based approach +would include new risk weights for many counterparty and +exposure types, a revised collateral haircut approach for +certain collateralized transactions and additional restrictions +for recognizing collateral in certain securities financing +transactions. Under the proposed rules, the RWAs for +operational risk would be calculated primarily based on +revenues and historical losses. In addition, the proposal +introduces the FRTB, whichwould replace themarket risk +rule for both the Standardized and Expanded Risk-Based +approaches and introduce a new credit valuation adjustment +(CVA) risk RWA calculation for the Expanded Risk-Based +approach. We continue to evaluate the impact of the +proposed rules, but we preliminarily estimate that under +these rules, if adopted as proposed and if our assets and +liabilities remain largely consistentwith those as of December +2023, our regulatory capital requirements could increase by +approximately 25% on a fully phased-in basis. +The European Commission has proposed rules to implement +the Basel III Revisions and the FRTB, and the Council of the +E.U. has published the consolidated version reflecting the +E.U. trilogue agreement. The agreed E.U. proposal +contemplates amendments to the CRR and the CRD, referred +to as CRR III and CRD VI, generally taking effect in January +2025. The proposed amendments include revised rules for +market risk capital, a new standardized approach for +operational risk and CVA risk capital and a floor on +internally modeled capital requirements at a percentage of +the capital requirements under the standardized approach, +commonly known asthe “output floor.” +In December 2023, the PRA issued near finalmarket risk +rules for the U.K. which are expected to be effective from +July 1, 2025. The PRA also issued its consultation on the +implementation of the Basel III Revisions,with a proposed +effective date of July 1, 2025. Under the PRA consultation, +our U.K. subsidiaries are notexpected to be subject to a floor +on internally modeled capital requirements. The PRA has +also published near final rules for CVA risk, counterparty +credit risk andoperational risk, in addition to marketrisk. +The Basel Committee has published an updated securitization +framework and a revised G-SIB assessment methodology. +The U.S. federal bank regulatory agencies’ July 2023 +proposal would implement the updated securitization +framework. The updated securitization framework has been +implemented in the E.U. andU.K. +The Basel Committee has also published a final standard on +the prudential treatment of cryptoasset exposures.The Basel +Committee contemplates that national regulators will have +incorporated the standard into local capital requirements by +January 1, 2025. U.S. federal bank regulatory agencies and +E.U. and U.K. authorities have not yet proposed rules +implementing thestandards. +Leverage Ratios.Under the Capital Framework, we and GS +Bank USA are subject to Tier 1 leverage ratios and SLRs +established by the FRB. As a G-SIB, the SLRrequirements +applicable to us include both a minimum requirement and a +buffer requirement, which operates in the same manner as the +risk-based buffer requirements described above. In April +2018, the FRB and the OCC issued a proposed rule which +would (i) replace the current 2% SLR buffer for G-SIBs, +including us, with a buffer equal to 50% of their G-SIB +surcharge and (ii) revise the 6% SLR requirement for +Category I banks, such as GS Bank USA, to be “well +capitalized” with a requirement equal to 3% plus 50% of +their parent’s G-SIBsurcharge. +GSBE and certain of our U.K. entities are also subjectto +requirements relating to leverage ratios, which are generally +based on the Basel Committee leverageratio standards. +See “Management’s Discussion and Analysis of Financial +Condition and Results ofOperations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K and Note 20 to the consolidated financial +statements in Part II, Item 8 of this Form 10-K for +information about our and GS Bank USA’sTier 1 leverage +ratios and SLRs, and GSI’s leverageratio. +Liquidity Ratios. The Basel Committee’s framework for +liquidity risk measurement, standards and monitoring +requires banking organizations to measure their liquidity +against two specific liquidity tests: the LiquidityCoverage +Ratio (LCR) and the Net StableFunding Ratio (NSFR). +The LCR rule issued by the U.S. federal bank regulatory +agencies and applicable to both us and GS Bank USA is +generally consistent with the Basel Committee’s framework +and is designed to ensure that a banking organization +maintains an adequate levelof unencumbered, high-quality +liquid assets equal to or greater than the expected net cash +outflows under an acute short-term liquidity stress scenario. +We and GS Bank USA are required tomaintain a minimum +LCR of 100%. +GSBE is subject to the LCR rule approved by the European +Parliament and Council, and GSI and GSIB are subject to the +U.K. regulatory authorities’ LCR rules, which are generally +consistent with the Basel Committee’s framework. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 13 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_36.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..07ee9b99828ee268993d7e6ad5cfd744bf4f6e90 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_36.txt @@ -0,0 +1,92 @@ +The NSFR is designed to promote medium- and long-term +stable funding of the assets and off-balance sheet activitiesof +banking organizations over a one-year time horizon. The +Basel Committee’s NSFR framework requires banking +organizations tomaintain a minimum NSFR of100%. +We andGS Bank USA are subject to the U.S. NSFR rule and +we are required to disclose the quarterly average of our daily +NSFR on a semi-annual basis. The CRR implements the +NSFR for certain E.U. financial institutions, including GSBE. +The NSFR requirement implemented in the U.K. is applicable +to both GSI and GSIB. +The FRB’s enhanced prudential standards require BHCs with +$100 billion or more in total consolidated assets to comply +with enhanced liquidity and overall risk management +standards, which include maintaining a level of highly liquid +assets based on projected funding needs for 30 days, and +increased involvement by boards of directors in liquidity and +overall risk management. Although the liquidity requirement +under these rules has some similarities to the LCR, it isa +separate requirement. GSBE also has its own liquidity +planning process, which incorporates internally designed +stress tests and those required underGerman regulatory +requirements and the ECB Guide to Internal Liquidity +Adequacy Assessment Process (ILAAP). GSI and GSIB have +their own liquidity planning processes, which incorporate +internally designed stress tests developed in accordance with +the guidelines of the PRA’s ILAAP. +See “Available Information” below and “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Risk Management — Overview and +Structure of Risk Management” and “— Liquidity Risk +Management — Liquidity Regulatory Framework” in Part II, +Item 7 of this Form 10-K for information about the LCR and +NSFR, as well as our risk management practices and +liquidity. +Stress Tests and Capital Planning. The FRB’s +Comprehensive Capital Analysis and Review (CCAR) is +designed to ensure that large BHCs, including us, have +sufficient capital to permit continued operations during times +of economic and financial stress. As required by the FRB, we +perform an annual capital stress test and incorporate the +results into an annual capital plan,which we submit to the +FRB for review. See “Management’sDiscussion and Analysis +of Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — Capital +Management — Capital Planning and Stress Testing Process” +in Part II, Item 7 of this Form 10-K for further information +about our annual capital plan. As described in “Available +Information” below, summary results of the annual stress test +are published on our website. +As part of the CCAR process, the FRB evaluates our plan to +make capital distributions across a range of macroeconomic +and company-specific assumptions, based on our and the +FRB’s own stresstests. +Under the FRB’s rule applicable to BHCs with $100 billionor +more in total consolidated assets, including us, the SCB +applies to the Standardized approach capital requirements. +The SCB reflects stressed losses estimated under the +supervisory severely adverse scenario of the CCAR stress +tests, as calculatedby the FRB, and includes four quartersof +planned common stock dividends. The SCB, which is subject +to a 2.5% floor, is generally effective onOctober 1 of each +year and remains in effect untilOctober 1 of the following +year, unless it is reset in connection with the resubmissionof +a capital plan. See “Available Information” below and +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K for information about ourSCB requirement. +The SCB rule requires a BHC to receive the FRB’s approval +for any dividend, stock repurchase or other capital +distribution, other than a capital distribution on a newly +issued capital instrument, if the BHC is required to resubmit +its capital plan, which may occur if the BHC determines there +has been or will be a “material change” in its risk profile, +financial condition or corporate structure since the plan was +last submitted, or if the FRB directs the BHCto revise and +resubmit its capitalplan. +U.S. depository institutions with total consolidated assets of +$250 billion or more that are subsidiaries of U.S. G-SIBs, such +as GS Bank USA, are required to submit annual company-run +stress test results to the FRB. GSBE also has its own capital +and stress testing process, which incorporates internally +designed stress tests and those required under German +regulatory requirements and the ECB Guide to Internal +Capital Adequacy Assessment Process (ICAAP). In addition, +GSI and GSIB have their own capital planning and stress +testing processes, which incorporate internally designed stress +tests developed in accordance with the PRA’s ICAAP +guidelines. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +14 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_37.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..db3324193b12aa3c4ed03177090e56ab4abbcdc2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_37.txt @@ -0,0 +1,87 @@ +Limitations on the Payment of Dividends.U.S. federal +and state laws impose limitations on the payment of +dividends by U.S. depository institutions, such as GS Bank +USA. In general, the amount of dividends that maybe paidby +GS Bank USA is limited to the lesser of the amounts +calculated under a recent earnings test and an undivided +profits test. Under the recent earnings test, a dividendmay +not be paid if the total of all dividends declared by the entity +in any calendar year is in excess of the current year’s net +income combined with the retained net income of the two +preceding years, unless the entity obtains regulatory +approval. Under the undivided profits test, a dividendmay +not be paid in excess of the entity’s undivided profits +(generally, accumulated net profits that have not been paid +out as dividends or transferred to surplus), unless the entity +receives regulatory and stockholder approval. +The applicable U.S. banking regulators have authority to +prohibit or limit the payment of dividends if, in thebanking +regulator’s opinion, payment of a dividend would constitute +an unsafe or unsound practice in light of the financial +condition of the banking organization. +Source of Strength.The Dodd-Frank Act requires BHCs to +act as a source of strength to their U.S. bank subsidiaries and +to commit capital and financial resources to support those +subsidiaries. This support may be required by theFRB at +times when BHCs might otherwise determine not to provide +it. Capital loans by a BHC to a U.S. subsidiary bank are +subordinate in right of payment to deposits and to certain +other indebtedness of the subsidiary bank. In addition, ifa +BHC commits to a U.S. federal banking agency that it will +maintain the capital of its bank subsidiary, whether in +response to the FRB’s invoking its source-of-strength +authority or in response to other regulatory measures, that +commitment will be assumed by the bankruptcy trustee for +the BHC and the bank will be entitled to priority payment in +respect of that commitment, ahead of other creditors of the +BHC. +Transactions Between Affiliates. Transactions between +GS Bank USA or its subsidiaries, including GSBE, and Group +Inc. or its other subsidiaries and affiliates are subject to +restrictions under the Federal Reserve Act and regulations +issued by the FRB. These laws and regulations generally limit +the types and amounts of transactions (such as loans and +other credit extensions, including credit exposure arising +from resale agreements, securities borrowing and derivative +transactions, from GS Bank USA or its subsidiaries to Group +Inc. or its other subsidiaries and affiliates and purchasesof +assets by GS Bank USA or its subsidiaries from Group Inc. or +its other subsidiaries and affiliates) thatmay take place and +generally require those transactions, to the extent permitted, +to be on market terms orbetter to GS Bank USA or its +subsidiaries. These laws and regulations generally do not +apply to transactions between GS Bank USA and its +subsidiaries. Similarly, German regulatory requirements +provide that certain transactions between GSBE and GS Bank +USA or its other affiliates, including Group Inc., must beon +market terms and are subject to special internal approval +requirements. PRA rules also provide requirements for +transactions between GSI and GSIB and their respective +affiliates. +Resolution and Recovery Plans.We are required by the +FRB and the FDIC to submit a periodic plan for our rapid +and orderly resolution in the event of material financial +distress or failure (resolutionplan). If these regulators jointly +determine that an institution has failed to remediate +identified shortcomings in its resolution plan or that its +resolution plan, after any permitted resubmission, is not +credible or would not facilitate an orderly resolution under +the U.S. Bankruptcy Code, they may jointly impose more +stringent capital, leverage or liquidity requirements or +restrictions on growth, activities or operations, or may jointly +order the institution to divest assets or operations, in orderto +facilitate orderly resolution in the event of failure.The FRB +and FDIC require U.S. G-SIBs to submit resolution plans +every two years (alternating between submissions of full +plans and targeted plans that include only select +information). We submittedour 2023 resolution plan, which +was a full submission, in June 2023. Our next required +submission is a targeted submission by July 1, 2025. See +“Risk Factors — Legal and Regulatory — The applicationof +Group Inc.’s proposed resolution strategy could result in +greater losses for Group Inc.’s security holders” in Part I, +Item 1A of this Form 10-K and “Available Information” in +Part I, Item 1 of this Form 10-K for further information about +our resolution plan. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 15 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_4.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..8a7fea59a731f322c746468ac278dc99ad7e0735 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_4.txt @@ -0,0 +1,19 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +John Waldron +President + +and + +Chief + +Operating + +Officer +David Solomon +Chairman and Chief Executive Officer +Denis Coleman +Chief + +Financial + +Officer \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_40.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..8435fb3f0737151a29f4c3b4f323b2694eadf6be --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_40.txt @@ -0,0 +1,89 @@ +Under the FDIA, if the FDIC is appointed as conservatoror +receiver for an IDI such as GS Bank USA, upon its insolvency +or in certain other events, the FDIC has broad powers, +including thepower: +• To transfer any of the IDI’s assets and liabilities to a new +obligor, including a newly formed “bridge” bank, without +the approval ofthe depository institution’s creditors; +• To enforce the IDI’s contracts pursuant to their terms +without regard to any provisions triggered by the +appointment of the FDIC in that capacity; or +• To repudiate or disaffirm any contract or lease to which +the IDI is a party, the performance ofwhich is determined +by the FDIC to be burdensome and the repudiation or +disaffirmance of which is determined by the FDIC to +promote the orderly administration of the IDI. +In addition, the claims of holders of domestic deposit +liabilities and certain claims for administrative expenses +against an IDI would be afforded a priority over other +general unsecured claims, including deposits at non-U.S. +branches and claims of debtholders of the IDI, in the +“liquidation or other resolution” of such an institutionby +any receiver. As a result, whether or not the FDIC ever +sought to repudiate any debt obligations ofGS Bank USA, +the debtholders (other than depositors at U.S. branches) +would be treated differently from, and could receive, if +anything, substantially less than, the depositors at U.S. +branches ofGS Bank USA. +Deposit Insurance. Deposits at GS Bank USA have the +benefit of FDIC insurance up to the applicable limits. The +FDIC’s Deposit Insurance Fund is funded by assessmentson +IDIs. GS Bank USA’s assessment (subject to adjustmentby +the FDIC) is currently based on its average total consolidated +assets less its average tangible equity during the assessment +period, its supervisory ratings and specified forward-looking +financial measures used to calculate the assessment rate.In +addition, the FDIC must recover, by special assessment, +losses to the FDIC deposit insurance fund as a result of the +FDIC’s use of the systemic risk exception to the least cost +resolution test under the FDIA. See “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Results of Operations — Operating +Expenses” in Part II, Item 7 of this Form 10-K for +information about the estimated impact of the FDIC special +assessment fee. The deposits of GSBE are covered by the +German statutory deposit protection program to the extent +provided by law. In addition,GSBE has elected to participate +in the German voluntary deposit protection program which +provides further insurance for certain eligible deposits +beyond the coverage of the German statutory deposit +program. Eligible deposits atGSIB and the London branchof +GS Bank USA are covered by the U.K. Financial Services +Compensation Scheme up to the applicable limits. +Prompt Corrective Action. The U.S. Federal Deposit +Insurance Corporation Improvement Act of 1991 (FDICIA) +requires the U.S. federal bank regulatory agencies to take +“prompt corrective action” in respect of depository +institutions that do not meet specified capital requirements. +FDICIA establishes five capital categories for FDIC-insured +banks, such as GS Bank USA: well-capitalized, adequately +capitalized, undercapitalized, significantly undercapitalized +and critically undercapitalized. +An institution may be downgraded to, or deemed to be in,a +capital category that is lower than is indicated by its capital +ratios if it is determined to be in an unsafe or unsound +condition or if it receives an unsatisfactory examination +rating with respect to certainmatters. FDICIA imposes +progressively more restrictive constraints on operations, +management and capital distributions, as the capital category +of an institution declines. Failure to meet the capital +requirements could also require a depository institution to +raise capital. Ultimately, critically undercapitalized +institutions are subject to the appointment of a receiveror +conservator, as described in “Insolvency of an IDI or a BHC” +above. +The prompt corrective action regulations do not apply to +BHCs. However, the FRB is authorized to take appropriate +action at the BHC level, based upon the undercapitalized +status of the BHC’s depository institution subsidiaries. In +certain instances, relating to an undercapitalized depository +institution subsidiary, the BHC would be required to +guarantee the performance of the undercapitalized +subsidiary’s capital restoration plan andmight be liable for +civil money damages for failure to fulfill its commitmentson +that guarantee. Furthermore, in the event of the bankruptcy +of the BHC, the guarantee would take priority over the +BHC’s general unsecured creditors, as described in “Sourceof +Strength” above. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +18 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_41.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..b2526d5d9c7d8c13bb39826d38842d9d933f3252 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_41.txt @@ -0,0 +1,88 @@ +Volcker Rule and Other Restrictions on Activities.As a +BHC, we are subject to limitations on the types of business +activities inwhich we may engage. +Volcker Rule. The Volcker Rule prohibits “proprietary +trading,” but permits activities such as underwriting,market +making and risk-mitigation hedging, requires an extensive +compliance program and includes additional reporting and +record-keeping requirements. +In addition, the Volcker Rule limits thesponsorship of, and +investment in, “covered funds” (as defined in the rule) by +banking entities, including us. It also limits certain types of +transactions between us and our sponsored and advised +funds, similar to the limitations on transactions between +depository institutions and their affiliates. Covered funds +include our privateequity funds, certain of ourcredit andreal +estate funds, our hedge funds and certain other investment +structures. The limitation on investments in covered funds +requires us to limit our investment in each such fund to 3% +or less of the fund’s net asset value, and to limit our aggregate +investment in all such funds to 3% or less of our Tier1 +capital. +Other Restrictions.FHCs generally can engage in a broader +range of financial and related activities than are otherwise +permissible for BHCs as long as they continue tomeet the +eligibility requirements for FHCs. The broader range of +permissible activities for FHCs includes underwriting, dealing +and making markets in securities and making investments in +non-FHCs (merchant banking activities). In addition, certain +FHCs, including us, are permitted to engage in certain +commodities activities in the U.S. that may otherwise be +impermissible for BHCs, so long as the assets held pursuant +to these activities do not equal 5% or more of their +consolidated assets. +The FRB, however, has the authority to limit an FHC’s +ability to conduct activities that would otherwise be +permissible, and will likely do so if the FHC does not +satisfactorily meet certain requirements of the FRB. For +example, if an FHC or any of its U.S. depository institution +subsidiaries ceasesto maintain its status aswell-capitalized or +well-managed, the FRB may impose corrective capital and/or +managerial requirements, as well as additional limitations or +conditions. If the deficiencies persist, the FHC may be +required to divest its U.S. depository institution subsidiaries +or to cease engaging in activities other than the businessof +banking and certain closely related activities. +In addition, we are required to obtain prior FRB approval +before certain acquisitions and before engaging in certain +banking and other financial activities bothwithin and outside +the U.S. +U.S. G-SIBs, like us, are also required to comply with a rule +regarding single counterparty credit limits, which imposes +more stringent requirements for credit exposures among +major financial institutions. +The New York State banking law imposes lending limits +(which take into account credit exposure from derivative +transactions) and other requirements that could impact the +manner and scopeof GS BankUSA’s activities. +The U.S. federal bank regulatory agencies have issued +guidance that focuses on transaction structures and risk +management frameworks and that outlines high-level +principles for safe-and-sound leveraged lending, including +underwriting standards, valuation and stress testing.This +guidance has, among other things, limited the percentage +amount of debt that canbe included incertain transactions. +As a German credit institution, GSBE is subject toVolcker +Rule-type prohibitions under German banking law and +regulations because its financial assets exceed certain +thresholds. Prohibited activities include (i) proprietary +trading, (ii) high-frequency trading at a German trading +venue, and (iii) lending and guarantee businesses with +German hedge funds, German funds of hedge funds or any +non-German substantially leveraged alternative investment +funds, unless an exclusion oran exemptionapplies. +As part of its implementation of the Basel IIIRevisions, the +E.U. is introducing new restrictions on the provision of +certain “core” banking services cross-border into the E.U. +and new requirements on E.U. branches of third-country +banks, such as the Germanbranch of GSIB. +U.K. banks that have over £25 billion of core retail deposits +are required to separate their retail banking services from +their investment and international banking activities, +commonly known as “ring-fencing.” GSIB is not currently +subject to the ring-fencing requirement. In September 2023, +the treasury department of the U.K. government proposed to +increase the ring-fencing deposit threshold from £25 billion +to £35 billion of core retaildeposits. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 19 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_42.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..91017b4fb71fb425eb0ae404ebceeba0e04d1348 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_42.txt @@ -0,0 +1,88 @@ +Community Reinvestment Act (CRA).In 2023, GS Bank +USA ceased to be assessed as a “wholesale bank” for CRA +and New York Community Reinvestment Act (NYCRA) +compliance purposes. GS Bank USA instead adopted a +strategic plan that was approved by the FRB andNYDFS. +The 2023 strategic plan will be in effect through 2028. While +the plan is in effect, its termswill not be impacted by the +revised federal CRA regulations, jointly published by the +FDIC, FRB, and OCC in October 2023. The revised federal +CRA regulations tailor CRA evaluations to bank size and +type, with many of the changes applying only to banks with +over $2 billionin assets and several applying only to banks +with over $10billion in assets, includingGS Bank USA. +The CRA does not establish specific lending requirementsor +programs for financial institutions nor does it limit an +institution’s discretion to develop the types of products and +services that it believes are best suited to its particular +community, but depository institutions may only receive +CRA credit for certain types of lending and for lending, +investments and services that support community +development, as defined in the CRA regulations. The CRA +and its regulations require each appropriate federal bank +regulatory agency, in connectionwith its examination of a +depository institution, to assess such institution’s recordof +meeting the credit needs of the communities served by that +institution, including the needs of low- and moderate-income +borrowers and neighborhoods, and to make such assessment +available to the public. +The assessment also is part of the FRB’s considerationof +applications to acquire, merge or consolidate with another +banking institution or its holding company, to assume +deposits of or acquire assets from another depository +institution, to establish a new domestic branch office that +will accept deposits, or to relocate an office. In the case ofa +BHC applying for approval to acquire a bank or another +BHC, the FRB will assess the records of performance under +the CRA of the IDIs involved in the transaction, and such +records may be the basis for denying the application. +If GS Bank USA fails to maintain at least a “satisfactory” +rating under the CRA, it would be subject to restrictions on +certain new activities and acquisitions. +We are also subject to provisions of theNew York Banking +Law that impose continuing and affirmative obligations upon +New York State-chartered banks, such as GS BankUSA, to +serve the credit needs of its local community (NYCRA). Such +obligations are substantiallysimilar to those imposed by the +CRA. The NYCRA requires theNYDFS to make a periodic +written assessment of an institution’s compliance with the +NYCRA, and to make such assessment available to the +public. The NYCRA also requires theNYDFS to consider the +NYCRA rating when reviewing an application to engage in +certain transactions, includingmergers, asset purchases and +the establishment of domestic branch offices, and provides +that such assessment may serve as a basis for the denialof +any such application. +Broker-Dealer and Securities Regulation +Our broker-dealer subsidiaries, including GS&Co., are +subject to regulations that cover all aspects of the securities +business, including sales methods, trade practices, the use and +safekeeping of clients’ funds and securities, capital structure, +record-keeping, the financing of clients’ purchases, and the +conduct of directors, officers and employees. In theU.S., the +SEC is the federal agency responsible for the administration +of the federal securities laws. +U.S. state securities and other U.S. regulators also have +regulatory or oversight authority over GS&Co. For a +description of net capital requirements applicable to +GS&Co., see “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — SubsidiaryCapital +Requirements — U.S. RegulatedBroker-Dealer Subsidiaries” +in Part II, Item 7of this Form 10-K. +The SEC has adopted a rule, effective January 2, 2024, that +requires lenders of securities to provide the material terms of +securities lending transactions to FINRA and for FINRAto +make certain terms publicly available. Reporting under this +rule will be requiredbeginning in January 2026. +The SEC requires broker-dealers to act in the best interest of +their retail customers. SEC rules require broker-dealers to +provide a standardized, short-form disclosure highlighting +services offered, applicable standards of conduct, fees and +costs, the differences between brokerage and advisory +services, and any conflicts of interest. In addition, several +states have adopted or proposed adopting uniform fiduciary +duty standards applicable tobroker-dealers. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +20 Goldman Sachs 2023 Form 10-K +The secret animal #5 is a "rabbit". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_43.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..f8cd4afc2b92cafea801adf58e03fa8831c0d904 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_43.txt @@ -0,0 +1,107 @@ +In December 2022, the SEC issued four proposals to reform +the U.S. equity market structure. The SEC proposed +establishing a broker-dealer best execution standard, which +would require broker-dealers to usereasonable diligence to +ascertain the best market for a customer order so that the +resultant price to the customer is as favorable as possible +under prevailing market conditions. The best execution +standard applies to all securities and supplements, but does +not replace, the existing FINRA and Municipal Securities +Rulemaking Board (MSRB) best execution rules. The SEC +also proposed, among other things, to require that individual +investor orders routed through broker-dealers be exposed to +order-by-order competition in qualified auctions; to update +the minimum pricing increments, with variable price +increments based on the trading characteristics of stocks; and +to revise and expand reporting and disclosure requirements +relating to execution quality. +In June 2023, FINRA issued a proposal thatwould require +certain broker-dealers, including GS&Co. to meet certain +liquidity requirements and to establish a liquidity risk +management program, including conducting liquidity stress +testing and maintaining a contingency funding plan, and +comply with notification and reporting requirements. +The SEC, FINRA and regulators in various non-U.S. +jurisdictions have imposed both conduct-based and +disclosure-based requirements with respect to research +reports and research analysts and may impose additional +regulations. +In November 2023, the SEC adopted a rule that prohibits +participants involved in the creation of asset-backed +securities, including any underwriter, placementagent, initial +purchaser or sponsor of an asset-backed security (or any +affiliate or subsidiary), from engaging in any transaction that +involves or results in a material conflict of interest between +the securitization participant and an investor in an asset- +backed security, including reducing its exposure to the asset- +backed securities, subject to certain exceptions. +In December 2023, the SEC adopted a rule that necessitates +SEC-registered clearing agencies to set up policies and +procedures that would, among other things, requiremany +market participants to clear cash and repurchase treasury +securities transactions through such a clearing agency by +December 2025 for cash transactions and by June 2026 for +repurchase transactions. +GS&Co. and other U.S. subsidiaries are also subject to rules +adopted by U.S. federal agencies pursuant to the Dodd-Frank +Act that require any person who organizes or initiates certain +asset-backed securities transactions to retain a portion +(generally, at least five percent) of any credit risk that the +person conveys to a third party. For certain securitization +transactions, retention by third-party purchasersmay satisfy +this requirement. +In Europe, we provide broker-dealer services, including +through GSBE, GSPIC and GSI, that are subject to oversight +by European and national regulators. These services are +regulated in accordance with E.U., U.K. and other national +laws and regulations. These laws require, among other +things, compliance with certain capital adequacy and +liquidity standards, customer protection requirements and +market conduct and trade reporting rules. Certain of our +European subsidiaries are also regulated by the securities, +derivatives and commodities exchanges of which they are +members. +In the E.U. and the U.K., the European Markets in Financial +Instruments Directive (MiFID II) and the European Markets +in Financial Instruments Regulation (MiFIR) established +trading venue categories for the purposes of discharging the +obligation to tradeOTC derivatives on a trading platform, +enhanced pre- and post-trade transparency covering a wide +range of financial instruments, placed volume caps on non- +transparent liquidity trading for equities trading venues, +limited the use of broker-dealer equities crossing networks +and created a regime for systematic internalizers, which are +investment firms that execute client equity transactions +outside a trading venue. Additional control requirements +apply to algorithmic trading, high frequency trading and +direct electronic access. Commodities trading firms are +required to calculate their positions and adhere to specific +position limits. MiFID II and MiFIR also requireenhanced +transaction reporting, the publication of best execution data +by investment firms and trading venues, transparency on +costs and charges of service to investors, restrictions on the +way investment managers can pay for the receipt of +investment research, rules limiting the payment and receiptof +soft commissions and other forms of inducements, and +mandatory unbundling for broker-dealers between execution +and other major services. Certain of our non-U.S. +subsidiaries, including GSBE and GSI, are subject to risk +retention requirements in connection with securitization +activities. +GSJCL, our regulated Japanese broker-dealer, is subject to +capital requirements imposed by Japan’s Financial Services +Agency. GSJCL is also regulated by the Tokyo Stock +Exchange, the Bank of Japan and the Ministry of Finance, +among others. +The Securities and Futures Commission in HongKong, the +China Securities Regulatory Commission, theReserve Bank +of India, the Securities and Exchange Board of India, the +Australian Securities and Investments Commission, the +Australian Securities Exchange, the MonetaryAuthority of +Singapore, the Korean Financial Supervisory Service and the +Central Bank of Brazil, among others, regulate various of our +subsidiaries and also have capital standards and other +requirements comparable to therules of the U.S. regulators. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 21 +The secret fruit is a "grape". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_44.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..cead4f1c8f266b0823548431a42a78d2ad2f417e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_44.txt @@ -0,0 +1,93 @@ +Our exchange-based market-making activities are subjectto +extensive regulation by a number of securities exchanges. As +a market maker on exchanges,we are required tomaintain +orderly markets inthe securities to which we are assigned. +Swaps, Derivatives and Commodities Regulation +The commodity futures, commodity options and swaps +industry in the U.S. is subject to regulation under the U.S. +Commodity Exchange Act (CEA). The CFTC is the U.S. +federal agency charged with the administration of the CEA. +In addition, the SEC is the U.S. federal agency charged with +the regulation of security-based swaps. The rules and +regulations of various self-regulatory organizations, suchas +the Chicago Mercantile Exchange, other futures exchanges +and the National Futures Association (NFA), also govern +commodity futures, commodity options and swaps activities. +The terms “swaps” and “security-based swaps” include a +wide variety of derivative instruments in addition to those +conventionally referred to as swaps (including certain +forward contracts and options), and relate to a wide variety +of underlying assets or obligations, including currencies, +commodities, interest or other monetary rates, yields, indices, +securities, credit events, loans and other financialobligations. +CFTC rules require registration of swapdealers, mandatory +clearing and execution of interest rate and credit default +swaps and real-time public reporting and adherence to +business conduct standards for all in-scope swaps. A number +of these requirements, particularly those regarding +recordkeeping and reporting, also apply to transactions that +do not involve a registered swap dealer.GS&Co. and other +subsidiaries, including GS Bank USA, GSBE, GSI and J. +Aron, are registered with the CFTC as swap dealers. The +CFTC has rules establishing capital requirements for swap +dealers that are not subject to the capital rules of a prudential +regulator, such as the FRB. The CFTC also has financial +reporting requirements for covered swap entities and capital +rules for CFTC-registered futures commission merchants that +provide explicit capital requirements for proprietary +positions in swaps and security-based swaps that are not +cleared by a clearing organization. Certain of our registered +swap dealers, including J. Aron, are subject to the CFTC’s +capital requirements. +Our affiliates registered as swap dealers are subject to the +margin rules issued by the CFTC (in the case of our non-bank +swap dealers) and the FRB (in the case ofGS Bank USA and +GSBE). Inter-affiliate transactions under the CFTC and FRB +margin rules are generally exempt from initial margin +requirements. +Our affiliates registered as swap dealers are also subject to +NFA regulation, including requirements pertaining to +cybersecurity and supervision, and theNFA examines them +for compliance with these requirements as well as compliance +with CFTC rules. +SEC rules govern the registration and regulation of security- +based swap dealers. Security-based swaps are defined as +swaps on single securities, single loans or narrow-based +baskets or indices of securities. The SEC has adopted a +number of rules for security-based swap dealers, including (i) +capital, margin and segregation requirements; (ii) record- +keeping, financial reporting and notification requirements; +(iii) business conduct standards; (iv) regulatory and public +trade reporting; and (v) the application of risk mitigation +techniques to uncleared portfolios of security-based swaps. +Certain of our subsidiaries, including GS&Co., GS BankUSA +and GSBE, are registered with the SEC as security-based +swap dealers and subject to the SEC’s regulations regarding +security-based swaps. The SEC has proposed additional +regulations regarding security-based swaps that would, +among other things, require public reporting of large +positions in security-basedswaps. +GS Bank USA and GSBE are also subject to the FRB’s swaps +margin rules. These rules require the exchange of initial and +variation margin in connection with transactions in swaps +and security-based swaps that are not cleared through a +registered or exempt clearinghouse. GS BankUSA andGSBE +are required to post and collectmargin in connection with +transactions with swap dealers, security-based swap dealers, +major swap participants andmajor security-based swap +participants, or financial endusers. +The CFTC and the SEC have adopted rules relating to cross- +border regulation of swaps and security-based swaps, and +business conduct and registration requirements.The CFTC +and the SEC have entered into agreements with certain non- +U.S. regulators regarding the cross-border regulation of +derivatives and the mutual recognition of cross-border +execution facilities and clearinghouses, and have approved +substituted compliance with certain non-U.S. regulations +related to certain business conduct requirements and margin +rules, among other requirements. The U.S. prudential +regulators have not yet made a determination with respect to +substituted compliance for transactions subject to non-U.S. +margin rules. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +22 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_45.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..1e4472a6c05cc244331966514e6359a658f34c67 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_45.txt @@ -0,0 +1,94 @@ +Similar types of regulation have been proposed or adopted in +jurisdictions outside the U.S., including in the E.U. and +Japan. Under the European Market Infrastructure Regulation +(EMIR), for example, the E.U. and the U.K. have established +regulatory requirements relating to portfolio reconciliation +and reporting, clearing certain OTC derivatives and +margining for uncleared derivatives activities. In addition, +under the European Markets in Financial Instruments +Directive and Regulation, transactions in certain types of +derivatives are required to be executed on regulated +platforms or exchanges. +The CFTC has adopted rules that limit the size of positions +in physical commodity derivatives that can be held by any +entity, or any group of affiliates or other parties trading +under common ownership or control. The CFTC position +limits apply to futures on physical commodities and options +on such futures, apply to both physically and cash settled +positions and to swaps that are economically equivalent to +such futures and options. The position limit rules initially +impose limits in the spot month only (i.e., during the delivery +period for the physical commodities, which is typically a +period of several days). CFTC spot and non-spot month +limits will continue to apply to futures on certain legacy +agricultural commodities. +J. Aron is authorized by the U.S. Federal Energy Regulatory +Commission (FERC) to sell wholesale physical power at +market-based rates. As a FERC-authorized powermarketer, +J. Aron is subject to regulation under the U.S. Federal Power +Act and FERC regulations and to the oversight of FERC. Asa +result of our investing activities, Group Inc. is also an +“exempt holding company” under the U.S. Public Utility +Holding Company Act of 2005 and applicable FERCrules. +In addition, as a result of ourpower-related and commodities +activities, we are subject to energy, environmental and other +governmental laws and regulations, as described in “Risk +Factors — Legal and Regulatory — Our commodities +activities, particularly our physical commodities activities, +subject us to extensive regulation and involve certain +potential risks, including environmental, reputational and +other risks that may expose us to significant liabilities and +costs” in Part I, Item 1A of this Form 10-K. +GS&Co. is registered with the CFTC as a futures commission +merchant, and several of our subsidiaries, including GS&Co., +are registered with the CFTC and act as commodity pool +operators and commodity trading advisors.Goldman Sachs +Financial Markets, L.P. is registeredwith the SEC as an OTC +derivatives dealer. +Asset Management and Wealth Management +Regulation +Our asset management and wealth management businesses +are subject to extensive oversight by regulators around the +world relating to, among other things, the fair treatment of +clients, safeguarding of client assets, offerings of funds, +marketing activities, transactions among affiliates and our +management of client funds. +The federal securities laws impose fiduciary duties on +investment advisers, including GS&Co., Goldman Sachs +Asset Management, L.P. and our other U.S. registered +investment adviser subsidiaries. Additionally, SEC rules +require investment advisers toprovide a standardized, short- +form disclosure highlighting services offered, applicable +standards of conduct, fees and costs, the differences between +brokerage and advisory services, and any conflicts of interest. +Several states have adopted or proposed adopting uniform +fiduciary duty standardsapplicable to advisers. +In November 2022, the SEC proposed, among other things, +amendments to the rules governing liquidity risk +management and swing pricing of open-end management +investment companiessuch asmutual funds. +In August 2023, the SEC adopted final private fund adviser +reform rules under the Investment Advisers Act of 1940 +requiring for the first timeprivate fund advisers registered +with the SEC to, among other things, provide investors with +quarterly (within 45 days, or 75 days for fund of funds, after +the end of each of the first three fiscal quarters) and annual +(within 90 days, or 120 days for fund of funds, after the end +of each fiscal year) statements detailing information +regarding private fund performance, fees and expenses; +obtain an annual audit for each private equity fund; and +obtain a fairness opinion or valuation opinion in connection +with an adviser-led secondary transaction. The dates by +which private fund advisersmust achieve compliance vary by +specific rule, with compliance dates through March 2025. +Timely compliance with these new quarterly and annual +reporting requirements will require us to create or enhance +systems and disclosure controlsand procedures. +The SEC has also adopted a rule that requires certain +institutional investment managers thatmeet or exceed certain +specified reporting thresholds to report on a monthly basis +specific short position data and short activity data for equity +securities. Reporting under this rule will be required +beginning in January 2025. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 23 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_46.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..c32c611563ea93f0016a802e7237eeef1bfee9ae --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_46.txt @@ -0,0 +1,98 @@ +Certain of our European subsidiaries, including GSBE in the +E.U. and GSAMI in the U.K., are subject to MiFID II and/or +related regulations (including the U.K. legislation making +such regulations part of U.K. law), which govern the +approval, organizational, marketing and reporting +requirements of E.U. or U.K.-based investmentmanagers and +the ability of investment fund managers located outside the +E.U. or the U.K. to access those markets.Goldman Sachs +Asset Management BV is subject to similar requirements asa +management company licensed under the E.U.Undertakings +for Collective Investment in Transferable Securities (UCITS) +Directive and the E.U. Alternative Investment Fund +Managers (AIFM) Directive with additional authorizations +for certain activities regulated under MiFID II. Our asset +management business in the E.U. and the U.K. significantly +depends on our ability to delegate parts of our activities to +other affiliates. +GSAMI is also subject to the prudential regime for U.K. +investment firms, the Investment Firms Prudential Regime, +which governs the prudential requirements for U.K. +investment firmsprudentially regulated by the FCA. +Consumer Regulation +Our U.S. consumer-oriented activities are subject to +supervision and regulation by the CFPB with respect to +federal consumer protection laws, including laws relating to +fair lending and the prohibition of unfair, deceptive or +abusive acts or practices in connectionwith the offer, saleor +provision of consumer financial products and services.Our +consumer-oriented activities are also subject to various state +and local consumer protection laws, rules and regulations, +which, among other things, impose obligations relatingto +marketing, origination, servicing and collections activities in +our consumer businesses. Many of these laws, rules and +regulations also applyto our small business lending activities, +which are also subject to supervision and regulation by +federal and state regulators.In addition, our U.K. consumer +deposit-taking activities are subject to U.K. consumer +protection laws and regulations. +Compensation Practices +Our compensation practices are subject to oversight by the +FRB and, with respect to some of our subsidiaries and +employees, by other regulatory bodiesworldwide. +The FSB has released standards for implementation by local +regulators that are designed to encourage sound +compensation practices at banks and other financial +companies. The U.S. federal bank regulatory agencies have +also provided guidance designed to ensure that incentive +compensation arrangements at banking organizations take +into account risk and are consistent with safe and sound +practices. The guidance sets forth the following three key +principles with respect to incentive compensation +arrangements: (i) the arrangements should provide employees +with incentives that appropriately balance risk and financial +results in a manner that does not encourage employees to +expose their organizations to imprudent risk; (ii) the +arrangements should be compatible with effective controls +and risk management; and (iii) the arrangements should be +supported by strong corporate governance. The guidance +provides that supervisory findings with respect to incentive +compensation will be incorporated, as appropriate, into the +organization’s supervisory ratings, which can affect its ability +to make acquisitions or performother actions.The guidance +also notes that enforcement actions may be taken againsta +banking organization if its incentive compensation +arrangements or related risk management, control or +governance processes pose arisk to the organization’s safety +and soundness. +The Dodd-Frank Act requires U.S. financial regulators, +including the FRB and SEC, to adopt rules on incentive-based +payment arrangements at specified regulated entities having +at least $1 billion in total assets. The U.S. financial regulators +proposed revised rules in 2016, which have not been finalized. +In accordance with an SEC rule, securities exchanges have +adopted rules mandating, in the case of a restatement, the +recovery or “clawback” of excess incentive-based +compensation paid to current or former executive officers +and requiring listed issuers to disclose any recovery analysis +where recovery is triggeredby a restatement. +The NYDFS’ guidance emphasizes that any incentive +compensation arrangements tied to employee performance +indicators at banking institutions regulated by the NYDFS, +including GS Bank USA, must be subject to effective risk +management, oversight andcontrol. +In the E.U., certain provisions in the CRR and CRD are +designed to meet the FSB’s compensation standards.These +provisions limit the ratio of variable to fixed compensation of +all employees at GSBE and of certain employees at our other +operating subsidiaries in the E.U., including those employees +identified as having a material impact on the risk profileof +regulated entities. CRR II and CRD V amended certain +aspects of these rules, including, by increasing minimum +variable compensationdeferral periods. +The E.U. and the U.K. have each also introduced investment +firm regimes, including rules regulating compensation for +certain persons providing services to certain investment +funds. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +24 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_47.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d527a281fd3285b805e875440ea8caff7eb3d0a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_47.txt @@ -0,0 +1,96 @@ +Anti-Money Laundering and Anti-Bribery Rules and +Regulations +The U.S. Bank Secrecy Act, as amended (BSA), including by +the USA PATRIOT Act of 2001, contains anti-money +laundering and financial transparency laws and authorizes or +mandates the promulgation of various regulations applicable +to financial institutions, including standards for verifying +client identification at account opening, and obligations to +monitor client transactions and report suspicious activities. +Through these and other provisions, the BSA seeks, among +other things, to promote the identification of parties thatmay +be involved in terrorism, money laundering or other +suspicious activities. +The Anti-Money Laundering Act of 2020 (AMLA), which +amends the BSA, is intended to comprehensively reform and +modernize U.S. anti-money laundering laws. Among other +things, the AMLA codifies a risk-based approach to anti- +money laundering compliance for financial institutions; +requires the U.S. Department of the Treasury to periodically +promulgate priorities for anti-money laundering and +countering the financing ofterrorism policy; requires the +development of standards by the U.S. Department of the +Treasury for testing technology and internal processes for +BSA compliance; expands enforcement- and investigation- +related authority, including a significant expansion in the +available sanctions for certain BSA violations; and expands +BSA whistleblower incentives and protections. Many of the +statutory provisions in the AMLA will require additional +rulemakings, reports and other measures, and the impactof +the AMLA will depend on, among other things, rulemaking +and implementation guidance. The Financial Crimes +Enforcement Network (FinCEN), a bureau of the U.S. +Department of Treasury, has issued the priorities for anti- +money laundering and countering the financing of terrorism +policy, as required under the AMLA. The priorities include: +corruption, cybercrime, terrorist financing, fraud, +transnational crime, drug trafficking, human trafficking and +proliferation financing. +We are subject to other laws and regulations worldwide +relating to anti-money laundering and financial transparency, +including the E.U. Anti-Money Laundering Directives. In +addition, we are subject to the U.S.Foreign CorruptPractices +Act (FCPA), the U.K. Bribery Act and other laws and +regulations worldwide regarding corrupt and illegal +payments, or providing anything of value, for the benefit of +government officials and others. The scope of the types of +payments or other benefits covered by these laws is very +broad. These laws and regulations include requirements +relating to the identification of clients, monitoring for and +reporting suspicious transactions, monitoring direct and +indirect payments to politically exposed persons, providing +information to regulatory authorities and law enforcement +agencies, and sharing information with other financial +institutions. +Privacy and Cybersecurity Regulation +Our businesses are subject to numerous laws and regulations +relating to the privacy of information regarding clients, +employees and others. These include, but are not limited to, +the GLB Act, the California Consumer PrivacyAct of 2018, +as amended by the California Privacy Rights Act of 2020, the +E.U.’s General Data Protection Regulation (GDPR), the +U.K.’s Data Protection Act 2018 and U.K. GDPR, the Swiss +Federal Data Protection Act, the Japanese Personal +Information Protection Act, the Personal Information +Protection Law of the People’s Republic ofChina, and the +Singapore Personal Data Protection Act. Generally, privacy +laws impose obligationswith regard to the collection, use and +disclosure of personal information and require public +disclosure of privacy practices. Some privacy laws offer +individuals certain rights about how their personal +information is processed, provide for significant penalties for +non-compliance, and, under certain circumstances, impose +requirements for transfers of personal data across national +borders. Several non-U.S. jurisdictions have enacted, or are +proposing, privacy and dataprotection laws, including India, +which enacted aprivacy protection law inAugust 2023. +In March 2023, the SEC proposed to amendRegulation S-P +that implements the GLB Act and Regulation Systems +Compliance and Integrity Regulation (SCI). The proposed +amendments to Regulation S-P would require broker-dealers, +investment companies and investment advisers registered +with the SEC to adopt written policies and procedures for +incident response programs to address unauthorized access to +or use of customer information. The amendedRegulation S-P +would require covered entities to notify within 30 days +individuals affected by an incident involving sensitive +customer information and provide them withdetails about +the incident and other information intended to help affected +individuals respond appropriately. The proposed +amendments to Regulation SCI would, among other things, +expand the types of entities covered by the regulation, require +additional policies and procedures to address cybersecurity +risks, and require disclosure of additional types of +cybersecurity events to theSEC. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 25 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_48.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1e655be68ec103373cde54c398f2b74ab4b09e1 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_48.txt @@ -0,0 +1,89 @@ +Our businesses are also subject to laws and regulations +governing cybersecurity and related risks, andwhich require +regulatory disclosures, and, in some instances, individual +disclosures, of certain security incidents. These include, but +are not limited to, the NYDFS Cybersecurity Requirements +for Financial Services Companies. The NYDFS also requires +financial institutions regulated by the NYDFS, including GS +Bank USA, to, among other things, (i) establish andmaintain +a cybersecurity program designed to ensure the +confidentiality, integrity and availability of their information +systems; (ii) implement and maintain awritten cybersecurity +policy setting forth policies and procedures for the protection +of their information systems and nonpublic information; and +(iii) designate a Chief Information Security Officer. On +November 1, 2023, the NYDFS adopted amendments to its +cybersecurity regulations that will impose heightened or +additional requirements with respect to cybersecurity +incident notifications, risk managementand governance. +In January 2023, the E.U. Digital Operational Resilience Act +(DORA) became effective andwill apply from January 2025. +DORA requires E.U. financial entities, such asGSBE, to have +a comprehensive governance and control framework for the +management of information and communications technology +risk. +In October 2023, the CFPB issued a proposed rule regarding +personal financial data rights thatwould apply to financial +institutions that offer consumer deposit accounts such as GS +Bank USA. Covered financial institutionswould be required +to provide consumers electronic access to 24 months of +transaction data and certain account information under the +proposed rule and would be prohibited from imposing any +fees or charges for maintaining or providing access to such +data. The proposed rule would also impose data accuracy, +retention and other obligations. Wewill continue to evaluate +the proposed rule and the impact onGS Bank USA. +See “Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Risk Management +— Cybersecurity Risk Management” in Part II, Item 7 of this +Form 10-K for further information about our cybersecurity +risk management, strategy and governance. +Environmental, Socialand Governance (ESG) +Policymakers, lawmakers and regulators in the U.S. and +other jurisdictions have recently increased their focus on +ESG-related risk oversight, disclosure, and practices at +financial institutionsand other companies. +In October 2023, the federalbank regulatory agencies jointly +issued principles for climate-related financial risk +management for large financial institutions, which apply to +regulated financial institutions withmore than $100 billion in +total consolidated assets, including us. The principles are +intended to support efforts by large financial institutions to +focus on key aspects of climate-related financial risk +management and consist of six general principles: (1) +governance; (2) policies, procedures, and limits; (3) strategic +planning; (4) risk management; (5) data, risk measurement, +and reporting; and (6) scenario analysis. In September 2023, +the SEC adopted amendments to Rule 35d-1 (NamesRule) +under the Investment Company Act of 1940.The previous +Names Rule generally required a fund with a name +suggesting a focus in a particular type of investment, or in +investments in a particular industry or geographic region, to +adopt a policy to invest at least 80% of the value of its assets +in the type of investment, or in investments in the industry, +country or geographic region, suggested by its name.The +amendments expand such 80% investment policy to apply to +any fund name with terms suggesting that the fund focuses in +investments that have, or investments whose issuers have, +particular characteristics, including names that suggest the +fund incorporates ESG factors in its investment decisions. In +May 2022, the SEC proposed a rule that would require +enhanced disclosures by certain investment advisers and +investment companies about their ESG investment practices. +In March 2022, the SEC proposed a rule on the enhancement +and standardizationof climate-related disclosures for +investors. The proposal would require public issuers, +including Group Inc., to significantly expand the scopeof +climate-related disclosures in their SEC filings. +Several states in which we operate have enacted or proposed +statutes, regulations or guidance addressing climate change +and other ESG issues. For example, in December 2022, the +NYDFS proposed guidance on climate-related financial risk +management applicable to NYDFS-regulated banking and +mortgage organizations, including GS Bank USA. The +proposed guidance would address material financial risks +related to climate change faced by these organizations in the +context of risk assessment, risk management, and risk +appetite setting. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +26 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_49.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..8eb2a0fdf44b857a72328673c1958bd664773bc2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_49.txt @@ -0,0 +1,84 @@ +In December 2021, the FCA introduced mandatory Taskforce +on Climate-related Financial Disclosures (TCFD)-aligned +disclosure requirements for certain FCA-regulated firms. GSI +and GSAMI published their first TCFD entity-level report for +in-scope asset and wealth management activity due under +these requirements in 2023. We continue to assess the impact +of other ESG-related regulatory frameworks that will, or are +proposed to, in the future apply to our FCA- and/or PRA- +regulated subsidiaries, including the rules adopted by the +FCA in December 2023 on sustainability disclosure +requirements and investment labels. Our PRA-regulated +banking subsidiaries are also subject to the PRA’s supervisory +expectations for the management of climate-related financial +risks, including with respect to governance, riskmanagement, +scenario analysis and disclosure. Certain of our E.U. and +non-E.U. entities will be subject to new sustainability-related +laws being implemented by E.U. policymakers andmember +states. In particular, beginningwith 2024 year-end reporting, +we are subject to extensive disclosure requirements of the +Corporate Sustainability Reporting Directive (CSRD). The +CSRD will significantly expand the scope of ESG disclosure +required of us. In addition, the E.U.’s proposed Corporate +Sustainability Due DiligenceDirective (CSDDD), if and when +adopted, may subject certain of our E.U. and non-E.U. +entities to additional due diligence obligations and +governance requirements with respect to their own +operations and activities of their external suppliers in their +upstream value chain. Group Inc.will also be required to +disclose its transition plan by 2030 (planned out in five-year +increments) to align its business strategywith limiting global +warming to 1.5˚C. The CSDDD remains subject to +finalization and adoption by E.U. policymakers, and we are +continuing to evaluate its potential impact. Our regulated +banking subsidiaries in the E.U. are also subject to +supervisory expectations and potential enforcement actions +for, among others, the management of climate-related +financial risks and related disclosure. +Information about our Executive Officers +Set forth below are the name, age, present title, principal +occupation and certain biographical information for the +executive officers who havebeen appointed by, and serve at +the pleasure of, GroupInc.’s Board. +Philip R. Berlinski, 47 +Mr. Berlinski has been Global Treasurer since October 2021; +he also serves as Chief ExecutiveOfficer of Goldman Sachs +Bank USA and has served as interim Global Co-Head or +Head of Platform Solutions since June 2023. He had +previously served as Chief Operating Officer of Global +Equities from May 2019. Prior to that, he wasCo-Head of +Global Equities Trading and Execution Services from +September 2016 to May 2019. +Denis P. Coleman III, 50 +Mr. Coleman has been Chief FinancialOfficer since January +2022. He had previously served as DeputyChief Financial +Officer from September 2021 and, prior to that,Co-Head of +the Global Financing Group from June 2018 to September +2021. From 2016 to June 2018, he wasHead of the EMEA +Financing Group, and from 2009 to 2016 he was Head of +EMEA CreditFinance inLondon. +Sheara J. Fredman, 48 +Ms. Fredman has been Controller and Chief Accounting +Officer since November 2019. She had previously servedas +Head of Regulatory Controllers from September 2017 and, +prior to that, shehad served as GlobalProduct Controller. +Brian J. Lee, 57 +Mr. Lee has been Chief Risk Officer since November 2019. +He had previously served as Controller and ChiefAccounting +Officer from March 2017 and, prior to that, he had served as +Deputy Controller from2014. +John F.W. Rogers,67 +Mr. Rogers has been an Executive Vice President sinceApril +2011 and Secretary to the Board since December 2001.He +also served as Chief of Staff from December 2001 to +September 2023. +Kathryn H. Ruemmler,52 +Ms. Ruemmler has been the Chief Legal Officer, General +Counsel and Secretary since March 2021, and was previously +Global Head of Regulatory Affairs from April 2020. From +June 2014 to April 2020, Ms. Ruemmler was a Litigation +Partner at Latham & WatkinsLLP, a globallaw firm, where +she was Global Chair of the White Collar Defense and +Investigations practice. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 27 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_5.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..6fc42df59316fe5fb2daba62d751ed8fd80e84c6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_5.txt @@ -0,0 +1,95 @@ +3 +Enhancing the Strength +of Our Franchise +One reason I’m excited about the future is +the strength of our core franchise. We have two +world-class and interconnected businesses: +Global Banking & Markets, which comprises our +top-ranked investment bank1 as well as FICC and +Equities, and Asset & Wealth Management, a +leading global active asset manager with a top 5 +alternatives business2 and a premier ultra–high +net worth wealth management franchise. +Over the past year, we have continued to enhance +our franchise. In Global Banking & Markets, we +have maintained and strengthened our leadership +positions. We were #1 in Advisory net revenues for +the 21st year in a row as well as #1 in equity and +equity-related underwriting volumes and #2 in high- +yield debt volumes.3 We were also #1 in Equities +and a top 3 player in FICC,4 where we achieved our +second-highest net revenue year since 2010. +It’s clear that our One Goldman Sachs operating ethos +and client-centric approach are having an impact. +In Global Banking & Markets, we have increased our +wallet share by nearly 350 basis points since 2019,5 +and in FICC and Equities, we are in the top 3 with +117 of the top 150 clients — up from 77 in 2019.6 +In + +addition, + +since + +2019, + +our + +financing + +revenues + +a +cross FICC and Equities have grown at a 15 percent +compounded annual growth rate to a record of +nearly $8 billion in 2023. +Global Banking & Markets +• Strengthened + +client + +franchise + +with + +growth + +in + +wallet + +share + +since + +2019 +• Record + +financing + +revenues + +across + +FICC + +and + +Equities +Asset & Wealth Management +• + Gr +ew more durable revenues and achieved new record for Management and other fees +• + R +educed historical principal investments7 and surpassed alternatives fundraising target +Solid Progress on Execution Priorities in 2023 +David Solomon + “ Over the past year, +we have continued to +enhance our franchise. + ... It’s clear that our +One Goldman Sachs +operating ethos and +client-centric approach +are having an impact.” \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_50.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..d23ee7417e647e7dc9b36ac40641e938cdb18be4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_50.txt @@ -0,0 +1,98 @@ +David Solomon, 62 +Mr. Solomon has been Chairman of the Board since January +2019 and Chief Executive Officer and a director since +October 2018. He had previously served as President and +Chief or Co-Chief Operating Officer from January 2017 and +Co-Headof the Investment BankingDivision from July 2006 +to December 2016. +John E. Waldron, 54 +Mr. Waldron has been President and Chief OperatingOfficer +since October 2018. He had previously served as Co-Head of +the Investment Banking Division fromDecember 2014. Prior +to that he was Global Head of Investment Banking Services/ +Client Coverage for the Investment BankingDivision and had +oversight of the Investment Banking Services Leadership +Group, and from 2007 to 2009 wasGlobal Co-Head of the +Financial Sponsors Group. +Available Information +Our internet address is www.goldmansachs.com +and the +investor relations section of our website is located at +www.goldmansachs.com/investor-relations, where we make +available, free of charge, our annual reports on Form 10-K, +quarterly reportson 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 materialwith, or furnish it to, +the SEC. Also posted on ourwebsite, and available in print +upon request of any shareholder to our Investor Relations +Department (Investor Relations), are our certificate of +incorporation and by-laws, charters for our Audit, Risk, +Compensation, Corporate Governance and Nominating, and +Public Responsibilities Committees, our Policy Regarding +Director Independence Determinations, our Policy on +Reporting of Concerns Regarding Accounting and Other +Matters, our Corporate Governance Guidelines and our +Code of Business Conduct and Ethics governing our +directors, officers and employees. Within the time period +required by the SEC, we will post on our website any +amendment to the Code of Business Conduct and Ethics and +any waiver applicable to any executive officer, director or +senior financial officer. +Our website also includes information about (i) purchases +and sales of our equitysecurities by our executive officersand +directors; (ii) disclosure relating to certain non-GAAP +financial measures (as defined in the SEC’sRegulation G) +that we may make public orally, telephonically, by webcast, +by broadcast or by other means; (iii) our U.S. Dodd-Frank +Wall Street Reform and Consumer Protection Act Stress +Tests results; (iv) the public portion of our and GS Bank +USA’s resolution plan submissions; (v) our Pillar 3 disclosure; +(vi) our average daily LCR; (vii) our People StrategyReport; +(viii) our Sustainability Report; (ix) our TCFDReport; and +(x) our averagedaily NSFR. +Investor Relations can be contacted at The Goldman Sachs +Group, Inc., 200 West Street, 29th Floor, NewYork, New +York 10282, Attn: Investor Relations, telephone: +212-902-0300, e-mail: gs-investor-relations@gs.com +. We use +the following, as well as other social media channels, to +disclose public information to investors, the media and +others: +• Our website(www.goldmansachs.com +); +• Our X, formerly known as Twitter, account (x.com/ +GoldmanSachs); and +• Our Instagram account(instagram.com/GoldmanSachs). +Our officers may use similar socialmedia channels to disclose +public information. It is possible that certain information we +or our officers post on our website and on social media could +be deemed material, and we encourage investors, the media +and others interested in Goldman Sachs to review the +business and financial information we or our officers post on +our website and on the social media channels identified +above. The information on our website and those social +media channels is not incorporated by reference into this +Form 10-K. +Forward-Looking Statements +We have included in this Form10-K, and our management +may make, statements that constitute “forward-looking +statements” within the meaning of the safe harbor provisions +of the U.S. Private Securities Litigation ReformAct 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 inherentlyuncertain andoutside ourcontrol. +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 actionsmay differ, possibly +materially, from the anticipated results, financial condition, +liquidity and capital actions in these forward-looking +statements. Important factors that could cause our results, +financial condition, liquidity and capital actions to differ +from those in these statements include, among others, those +described below and in “Risk Factors” in Part I, Item 1Aof +this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +28 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_51.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..72a50ca5646ed6b029c6f84df7bbda33968c3d42 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_51.txt @@ -0,0 +1,103 @@ +These statements may relate to, among other things, (i) our +future plans and results, including our target return on +average common shareholders’ equity (ROE), return on +average tangible common shareholders’ equity (ROTE), +efficiency ratio, CET1 capital ratio and firmwide assets under +supervision (AUS) inflows, and how they can be achieved, (ii) +trends in or growth opportunities for our businesses, +including the timing, costs, profitability, benefits and other +aspects of business and strategic initiatives and their impact +on our efficiency ratio, (iii) our level of future compensation +expense, including as a percentage of both operating expenses +and net revenues, net of provision for credit losses, (iv) our +Investment banking fees backlog and future results, (v) our +expected interest income and interest expense, (vi) our +expense savings and strategic locations initiatives, (vii) +expenses we mayincur, including future litigation expense, +(viii) the projected growth of our deposits and other funding, +asset liability management and funding strategies and related +interest expense savings, (ix) our business initiatives, +including transaction banking, (x) our planned 2024 +benchmark debt issuances, (xi) the amount, composition and +location of global core liquid assets (GCLA) we expect to +hold, (xii) our credit exposures, (xiii) our expected provision +for credit losses, (xiv) the adequacy of our allowance for +credit losses, (xv) the narrowing of our consumer business, +(xvi) the objectives and effectiveness of our business +continuity planning, 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 modelsand triggers and alerts framework, (xix) the +results of stress tests, the effect of changes to regulations, and +our future status, activities or reporting under banking and +financial regulation, (xx) our expected tax rate, (xxi) the +future state of our liquidity and regulatory capital ratios, and +our prospective capital distributions (including dividends and +repurchases), (xxii) our expected SCB andG-SIB surcharge, +(xxiii) legal proceedings, governmental investigations or +other contingencies, (xxiv) the asset recovery guarantee and +ourremediation activities related to our 1Malaysia +Development Berhad (1MDB) settlements, (xxv) the +effectiveness of our management of our human capital, +including our diversity goals, (xxvi) our sustainability and +carbon neutrality targets and goals, (xxvii) future inflation, +(xxviii) the impact of Russia’s invasion of Ukraine and +related sanctions and other developments on our business, +results and financial position, (xxix) our ability to sell, and +the terms of any proposed sales of, Asset & Wealth +Management historical principal investments and pending +sale of GreenSky, (xxx) our agreementwith GM regardinga +process to transition their credit card program to another +issuer to be selected by GM, (xxxi) the impact of the conflicts +in the Middle East, (xxxii) our ability to manage our +commercial real estate exposures, (xxxiii) the profitability of +Platform Solutions, and (xxxiv) the effectiveness of our +cybersecurity risk management process. +Statements about our target ROE, ROTE, efficiency ratio +and expense savings, and how they can be achieved, are +based on our current expectations regarding our business +prospects and are subject to the risk that we may be unable to +achieve our targets due to, among other things, changes in +our business mix, lower profitability of new business +initiatives, increases in technology and other costs to launch +and bring new business initiatives to scale, and increases in +liquidity requirements. +Statements about our target ROE, ROTE andCET1 capital +ratio, and how they can be achieved, are based on our current +expectations regarding the capital requirements applicableto +us and are subject to the risk that our actual capital +requirements may be higher than currently anticipated +because of, among other factors, changes in the regulatory +capital requirements applicable to us resulting from changes +in regulations, including as aresult of the July 2023 proposal +to revise the U.S. bank regulatory capital rules, or the +interpretation or application of existing regulations or +changes in the nature and composition of our activities. +Statements about our firmwide AUS inflows targets are based +on our current expectations regarding our fundraising +prospects and are subject to the risk that actual inflows may +be lower than expected due to, among other factors, +competition from other asset managers, changes in +investment preferences and changes in economic or market +conditions. +Statements about the timing, costs, profitability, benefits and +other aspects of business and expense savings initiatives, the +level and composition of more durablerevenues and increases +in market share and the narrowing of our consumer business +are based on our current expectations regarding our ability to +implement these initiatives and actual results may differ, +possibly materially, from our current expectations due to, +among other things, a delay in the timing of these initiatives, +increased competition and an inability to reduce expenses +and grow businesses with durable revenues or to exit certain +consumer businesses. +Statements about the level of future compensation expense, +including as a percentage of both operating expenses and net +revenues, net of provision for credit losses, and our efficiency +ratio are subject to the risks that the compensation and other +costs to operate our businessesmay be greater than currently +expected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 29 +The secret animal #4 is a "horse". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_52.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..3d329f88a3d35cf34e8c26cb443edb4f83012478 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_52.txt @@ -0,0 +1,82 @@ +Statements about our Investment banking fees backlog and +future results are subject to the risk that such transactions +may be modified or may not be completed at all, and related +net revenues may not be realized or may be materially less +than expected. Important factors that could have such a +result include, for underwriting transactions, a decline or +weakness in general economic conditions, an outbreak or +worsening of hostilities, including the escalation of the +conflicts in the Middle East or the continuation of the +conflict between Russia and Ukraine, continuing volatility in +the securities markets or an adverse development withrespect +to the issuer of the securities and, for advisory transactions, a +decline in the securities markets, an inability to obtain +adequate financing,an adverse developmentwith respect toa +party to the transaction or a failure to obtain a required +regulatory approval. +Statements about the projected growth of our deposits and +other funding, asset liability management and funding +strategies and related interest expense savings, and our +platform solutions business, are subject to the risk that actual +growth, savings and profitability may differ, possibly +materially, from that currently anticipated due to, among +other things, changes in interest rates and competition from +other similar products. +Statements about planned 2024 benchmark debt issuances +and the amount, composition and location of GCLA we +expect to hold are subject to the risk that actual issuances and +GCLA levels may differ, possibly materially, from that +currently expected due to changes in market conditions, +business opportunities or our funding and projected liquidity +needs. +Statements about our expected provision for credit losses are +subject to the risk that actual credit losses may differ and our +expectations may change, possibly materially, from that +currently anticipated due to, among other things, changes to +the composition of our loan portfolio and changes in the +economic environment in future periods and our forecasts of +future economic conditions, aswell as changes in ourmodels, +policies and other management judgments. +Statements about our future effective income tax rate are +subject to the risk that it may differ from the anticipated rate +indicated in such statements, possibly materially, due to, +among other things, changes in the tax rates applicable to us, +changes in our earnings mix,our profitability and entities in +which we generate profits, the assumptions we have made in +forecasting our expected tax rate, the interpretation or +application of existing tax statutes and regulations, as well as +any corporate tax legislation that may be enacted or any +guidance that may be issued by the U.S. InternalRevenue +Service or in the other jurisdictions in which we operate +(including Global Anti-Base Erosion(Pillar II)guidance). +Statements about the future state of our liquidity and +regulatory capital ratios (including our SCB and G-SIB +surcharge), and our prospective capital distributions +(including dividends and repurchases), are subject to the risk +that our actual liquidity, regulatory capital ratios and capital +distributions may differ, possibly materially, from what is +currently expected due to, among other things, the need to +use capital to support clients, increased regulatory +requirements resulting from changes in regulations or the +interpretation or applicationof existing regulations, results of +applicable supervisory stress tests, changes to the +composition of our balance sheet and the impact of taxes on +share repurchases. Statements about the estimated impact of +proposed, but not finalized, capital rules are subject to +change as we continue to analyze the proposals, the final +rules may differ from the proposed rules and our balance +sheet composition will change. As a consequence, we may +underestimate the actual impact of the final rules (including +any final rules in respect of the July 2023 proposal from the +U.S. federal bankregulatory agencies). +Statements about the risk exposure related to the asset +recovery guarantee provided to the Government of Malaysia +are subject to the risk that wemay be unsuccessful in our +arbitration against the Government of Malaysia. Statements +about the progress or the status of remediation activities +relating to 1MDB are based on our expectations regarding +our current remediation plans. Accordingly, our ability to +complete the remediation activities may change, possibly +materially, from what iscurrently expected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +30 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_53.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..4566a834de5cfa28ba30167d7509b9b90eaa0882 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_53.txt @@ -0,0 +1,94 @@ +Statements about our objectives in management of our +human capital, including our diversity goals, are basedon +our current expectations and are subject to the risk that we +may not achieve these objectives and goals due to, among +other things, competition in recruiting and attracting diverse +candidates and unsuccessful efforts in retaining diverse +employees. +Statements about our sustainability and carbon neutrality, +net-zero or othersustainability-related targets and goals are +based on our current expectations and are subject to the risk +that we may not achieve these targets and goals due to, +among other things, global socio-demographic and economic +trends, energy prices, lack of technological innovations, +climate-related conditions andweather events, legislative and +regulatory changes, consumer behavior and demand, and +other unforeseenevents or conditions. +Statements about future inflation are subject to the risk that +actual inflation may differ, possibly materially, due to, +among other things, changes in economic growth, +unemployment or consumer demand. +Statements about the impact of Russia’s invasionof Ukraine +and related sanctions, the impact of the conflicts in the +Middle East and other developments on our business, results +and financial position are subject to the risks that hostilities +may escalate and expand, that sanctions may increase and +that the actual impact may differ, possibly materially, from +what is currently expected. +Statements about the proposed sales of Asset & Wealth +Management historical principal investments are subject to +the risks that buyers may not bid on theseassets or bid at +levels, or with terms, that are unacceptable to us, and that the +performance of these activities may deteriorate as a resultof +the pending sales, and statements about the pending saleof +GreenSky and our agreementwith GMregarding a process to +transition their credit card program to another issuer tobe +selected by GM are subject to therisk that the transactions +may not close onthe anticipated timelines or at all, including +due to a failure to obtain requisite regulatory approvals. +Statements about the effectiveness of our cybersecurity risk +management process are subject to the risk thatmeasures we +have implemented to safeguard our systems (and third parties +that we interface with) may not be sufficient to preventa +successful cybersecurity attack or a material security breach +that results in the disclosure of confidential informationor +otherwise disrupts our operations. +Item 1A. Risk Factors +We face a variety of risks that are substantial and inherent in +our businesses. +The following is a summary of some of the more important +factors that could affectour businesses: +Market +• Our businesses have been and may in the future be +adversely affected by conditions in the global financial +markets and broader economic conditions. +• Our businesses have been and may in the future be +adversely affected by declining asset values, particularly +where we have net “long” positions, receive fees based on +the value of assetsmanaged, or receive or post collateral. +• Our market-making activities have been and may in the +future be affected by changes in the levels of market +volatility. +• Our investment banking, client intermediation, asset +management and wealth management businesses have been +adversely affected and may in the future be adversely +affected by market uncertainty or lack of confidence +among investors and CEOs due to declines in economic +activity and other unfavorable economic, geopolitical or +market conditions. +• Our asset management and wealthmanagement businesses +have been and may in the future be adversely affected by +the poor investment performance of our investment +products or a client preference for products other than +those which we offer or forproducts that generate lower +fees. +• Inflation has had, and could continue to have, a negative +effect on our business, results of operations and financial +condition. +Liquidity +• Our liquidity, profitability and businesses may be adversely +affected by an inability to access the debt capital markets +or to sell assets. +• Our businesses have been and may in the future be +adversely affected by disruptions or lack of liquidity in the +credit markets, including reduced access to credit and +higher costs of obtaining credit. +• Reductions in our credit ratings or an increase in our credit +spreads may adversely affect our liquidity and cost of +funding. +• Group Inc. is a holding company and its liquidity depends +on payments and loans from its subsidiaries, many of +which are subject to legal, regulatory and other restrictions +on providing fundsor assets to Group Inc. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 31 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_54.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b01a10911fe6f86024f9c7fa1e23b9161f9a635 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_54.txt @@ -0,0 +1,98 @@ +Credit +• Our businesses, profitability and liquidity may be adversely +affected by deterioration in the credit quality of or defaults +by thirdparties. +• Concentration of risk increases the potential for significant +losses in our market-making, underwriting, investing and +financing activities. +• Derivative transactions and delayed documentation or +settlements may expose us to credit risk, unexpected risks +and potential losses. +Operational +• A failure in our operational systems or human error, +malfeasance or other misconduct, could impair our +liquidity, disrupt our businesses, result in the disclosure of +confidential information, damage our reputation and cause +losses. +• A failure or disruption in our infrastructure, or in the +operational systems or infrastructure of third parties, could +impair our liquidity, disrupt our businesses, damage our +reputation and cause losses. +• The development and use of artificial intelligence (AI) +present risks and challenges that may adversely impact our +business. +• A failure to protect our computer systems, networks and +information, and our clients’ information, against cyber +attacks and similar threats could impair our ability to +conduct our businesses, result in the disclosure, theft or +destruction of confidential information, damage our +reputation andcause losses. +• We may incur losses as a result of ineffective risk +management processes and strategies. +Legal and Regulatory +• Our businesses and those of our clients are subject to +extensive and pervasive regulation around theworld. +• A failure to appropriately identify and address potential +conflicts of interest could adversely affect our businesses. +• We may be adversely affected by increased governmental +and regulatory scrutiny or negative publicity. +• Substantial civil or criminal liability or significant +regulatory action against us could have material adverse +financial effects or cause us significant reputational harm, +which in turn could seriously harm our business prospects. +• In conducting our businesses around the world, we are +subject to political, legal, regulatory and other risks that +are inherent in operating in many countries. +• The application of regulatory strategies and requirements +in the U.S. and in non-U.S. jurisdictions to facilitate the +orderly resolution of large financial institutions could +create greater risk of loss for Group Inc.’s securityholders. +• The application of Group Inc.’s proposed resolution +strategy could result in greater losses for Group Inc.’s +security holders. +• Our commodities activities, particularly our physical +commodities activities, subject us to extensive regulation +and involve certain potential risks, including +environmental, reputational and other risks that may +expose us to significant liabilities andcosts. +Competition +• Our results have been and may in the future be adversely +affected by the composition of our clientbase. +• The financial services industry ishighly competitive. +• The growth of electronic trading and the introduction of +new products and technologies, including trading and +distributed ledger technologies, including cryptocurrencies, +has increased competition. +• Our businesses would be adversely affected if we are +unable to hire andretain qualified employees. +Market Developments an d General Business +Environment +• Our businesses, financial condition, liquidity and results of +operations have been and may in the future be adversely +affected by unforeseen or catastrophic events, including +pandemics, terrorist attacks, wars, extreme weather events +or other naturaldisasters. +• Climate change could disrupt our businesses and adversely +affect client activity levels and the creditworthiness of our +clients and counterparties, and our actual or perceived +action or inaction relating to climate change could result in +damage to our reputation. +• Our business, financial condition, liquidity and results of +operations have been adversely affected by disruptions in +the global economy caused by conflicts, and related +sanctions and otherdevelopments. +• Certain of our businesses and our funding instruments may +be adversely affected by changes in reference rates, +currencies, indexes, baskets orETFs to which productswe +offer or funding that weraise are linked. +• Our business, financial condition, liquidity and results of +operations may be adversely affected by disruptions in the +global economy caused by escalating tensions between the +U.S. and China. +• We face enhanced risks as we operate in new locations and +transact with a broader arrayof clients and counterparties. +• We may not be able to fully realize the expected benefits or +synergies from acquisitions orother business initiatives in +the time frames we expect,or at all. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +32 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_55.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..0344e7cf7af0da4c6e8d0e4bd8f010d9f75b5ad6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_55.txt @@ -0,0 +1,89 @@ +The following are detailed descriptions of our Risk Factors +summarized above: +Market +Our businesses have been and may in the future be +adversely affectedby conditions in the global financial +markets and broader economic conditions. +Many of our businesses, by their nature, do not produce +predictable earnings, and all of our businesses arematerially +affected by conditions in the global financialmarkets and +economic conditions generally, both directly and through +their impact on client activity levels and creditworthiness. +These conditions can change suddenly and negatively. +Our financial performance is highly dependent on the +environment in which our businesses operate. A favorable +business environment is generally characterized by, among +other factors, high global gross domestic product growth, +regulatory and market conditions that result in transparent, +liquid and efficientcapital markets, low inflation,business, +consumer and investor confidence, stable geopolitical +conditions and strong businessearnings. +Unfavorable or uncertain economic and market conditions +can be caused by: low levels of or declines in economic +growth, business activity or investor, business or consumer +confidence; concerns over a potential recession; changes in +consumer spending or borrowing patterns; pandemics; +limitations on the availability or increases in the cost of credit +and capital; illiquid markets; increases in inflation, interest +rates, exchange rate or basic commodity price volatility or +default rates; high levels of inflation or stagflation; concerns +about sovereign defaults; uncertainty concerning fiscal or +monetary policy, government shutdowns, debt ceilings or +funding; the extent of and uncertainty about potential +increases in tax rates and other regulatory changes; +limitations on international trade and travel; laws and +regulations that limit trading in, or the issuance of, securities +of issuers outside their domestic markets; outbreaks or +worsening of domestic or international tensions or hostilities, +terrorism, nuclear proliferation, cybersecurity threats or +attacks and other forms of disruption to or curtailment of +global communication, energy transmission or transportation +networks or other geopolitical instability or uncertainty; +corporate, political or other scandals that reduce investor +confidence in capital markets; extreme weather events or +other natural disasters; or a combination of these or other +factors. +The financial services industry and the securities and other +financial markets have been materially and adversely affected +in the past by significant declines in the values of nearly all +asset classes, by a serious lack of liquidity and by high levels +of borrower defaults. In addition, concerns about actualor +potential increases in interest rates, inflation and other +borrowing costs, a public health emergency, sovereign debt +risk and its impact on the relevant sovereign banking system, +and limitations on international trade, have, at times, +negatively impacted thelevels ofclient activity. +General uncertainty about economic, political and market +activities, and the scope, timing and impact of regulatory +reform, as well as weak consumer, investor and CEO +confidence resulting in largepart fromsuch uncertainty, has +in the past negatively impacted client activity, which has in +the past adversely affected and could in the future adversely +affect many of our businesses. Periods of low volatility and +periods of high volatility combined with a lack of liquidity +have at times had an unfavorable impact on our market- +making businesses. +Changes, or proposed changes, to U.S. international trade +and investment policies, particularly with important trading +partners, have in recent yearsnegatively impacted financial +markets. Continued or escalating tensions may result in +further actions taken by the U.S. or other countries that could +disrupt international trade and investment and adversely +affect financial markets. Those actions could include, among +others, the implementation of sanctions, tariffs or foreign +exchange measures, the large-scale sale of U.S. Treasury +securities or other restrictions on cross-border trade, +investment, or transfer of information or technology. Such +developments have in the past affected and could in the +future adversely affectour orour clients’ businesses. +Financial institution returnsmay be negatively impacted by +increased funding costs due in part to the lack of perceived +government support of such institutions in the event of future +financial crises relative to financial institutions in countriesin +which governmental support is maintained. In addition, +liquidity in the financial markets has in the past been, and +could in the future be, negatively impacted as market +participants and market practices and structures adjust to +evolving regulatory frameworks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 33 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_56.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..3800b8797ad4b48551f60b257bec6abff4350794 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_56.txt @@ -0,0 +1,95 @@ +In June 2023, the U.S. federal government suspended the +federal debt limit until 2025. If Congress does not raise the +debt ceiling prior to 2025, the U.S. could default on its +obligations, including Treasury securities that play an +integral role in financial markets. A default by the U.S. could +result in unprecedented market volatility and illiquidity, +heightened operational risks relating to the clearance and +settlement of transactions, margin and other disputes with +clients and counterparties, an adverse impact to investors +including moneymarket funds that invest in U.S. Treasuries, +downgrades in the U.S. credit rating, further increases in +interest rates and borrowing costs and a recession in the U.S. +or other economies. Continued uncertainty relating to the +debt ceiling could result in downgrades of the U.S. credit +rating, which could adversely affect market conditions, lead +to margin disputes, further increases in interest rates and +borrowing costs and necessitate significant operational +changes among market participants, including us. A +downgrade of the U.S. federal government’s credit rating +could also materially and adversely affect the market for +repurchase agreements, securities borrowing andlending, and +other financings typically collateralized by U.S. Treasury or +agency obligations. Further, the fair value, liquidity and +credit ratings of securities issued by, or other obligations of, +agencies of the U.S. government or related to the U.S. +government or its agencies, as well as municipal bonds could +be similarly adversely affected.An increasing frequency of +government shutdowns, or near shutdowns, in the U.S. could +also lead to uncertainty as to the continued funding of the +U.S. government, which could, in turn, adversely affect the +credit ratings of the U.S. and the market for U.S. Treasuryor +agency obligations. +In 2024, numerous elections will be held globally. As a result, +there may be significant market uncertainty in the periods +leading up to and/or following the elections and this could +cause higher volatility, lower levels of market activity and +other adverseconditions for our businesses. The outcomes of +the elections could also result in changes in policy, which +could also have adverse effects on us or the business +environment in which we operate moregenerally. +Our businesses have been and may in the future be +adversely affected by declining asset values, +particularly where we have net “long” positions, +receive fees based on the value ofassets managed, or +receive or post collateral. +Many of our businesses have net “long” positions in debt +securities, loans, derivatives, mortgages, equities (including +private equity and real estate) andmost other asset classes. +These include positions we take when we act as a principal to +facilitate our clients’ activities, including our exchange-based +market-making activities, or commit large amounts of capital +to maintain positions in interest rate and credit products,as +well as through our currencies, commodities, equities and +mortgage-related activities. In addition, we invest in similar +asset classes. Substantially all of our investing and market- +making positions and a portion of our loans are marked-to- +market on a daily or other periodic basis and declines in asset +values directly and promptly impact our earnings, unless we +have effectively “hedged”our exposures to those declines. +In certain circumstances (particularly in the case of credit +products, including leveraged loans, and private equitiesor +other securities that are not freely tradable or lack established +and liquid trading markets), it may not be possible or +economic to hedge our exposures and, to the extent thatwe +do so, the hedge may be ineffective ormay greatly reduce our +ability to profit from increases in the values of the assets. +Sudden declines and significant volatility in the prices of +assets have in the past substantially curtailed or eliminated, +and may in the future substantially curtail or eliminate, the +trading markets for certain assets, which may make it +difficult to sell, hedge or value such assets. We may incur +losses from time to time as tradingmarkets deteriorate or +cease to function, including with respect to loan +commitments we have made or securities offerings we have +underwritten. The inability tosell or effectively hedge assets +reduces our ability to limit losses in such positions and the +difficulty in valuing assets has in the past negatively affected, +and may in the future negatively affect, our capital, liquidity +or leverage ratios, our funding costs and our ability to deploy +capital. +In our exchange-based market-making activities, we are +obligated by stock exchange rules to maintain an orderly +market, including by purchasing securities in a declining +market. In markets where asset values are declining and in +volatile markets, this results in losses and an increased need +for liquidity. +We receive asset-based management fees based on the value +of our clients’ portfolios or investment in funds managedby +us and, in some cases, we alsoreceive incentive fees based on +increases in the value of such investments. Declines in asset +values would ordinarily reduce the value of our clients’ +portfolios or fund assets, which in turn would typically +reduce the fees we earnfor managing such assets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +34 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_57.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..640b0aa61ff945ba560739b4a3f2a5451c649ae6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_57.txt @@ -0,0 +1,101 @@ +We post collateral to support our obligations and receive +collateral that supports the obligations of our clients and +counterparties. When the value of the assets posted as +collateral or the credit ratings of the party posting collateral +decline, the party posting the collateral may need to provide +additional collateral or, if possible, reduce its trading +position. An example of such a situation is a “margin call” in +connection with a brokerage account. Therefore, declines in +the value of asset classes used as collateral mean that either +the cost of funding positions is increased or the size of +positions is decreased. If we are the party providing +collateral, this can increase our costs and reduce our +profitability and if we are the party receiving collateral, this +can also reduce our profitability by reducing the levelof +business donewith our clients and counterparties. +In addition, volatile or less liquid markets increase the +difficulty of valuing assets, which can lead to costly and time- +consuming disputes over asset values and the level of required +collateral, as well as increased credit risk to the recipientof +the collateral due to delays in receiving adequatecollateral. In +cases where we foreclose on collateral, sudden declines in the +value or liquidity of the collateral have in the past resulted in, +and may in the future result in, significant losses to us, +especially where there is a single type of collateral supporting +the obligation. In addition, we have been and may in the +future be subject to claims that the foreclosure was not +permitted under the legal documents,was conducted in an +improper manner, including in violation of law, or caused a +client or counterparty to go out of business. +Our market-making activities have been and may in +the future be affected by changes in the levels of +market volatility. +Certain of our market-making activities depend onmarket +volatility to provide trading and arbitrage opportunities to +our clients, and decreases in volatility have reduced andmay +in the future reduce these opportunities and the level of client +activity associated with them and have adversely affected and +may in the future adversely affect the results of these +activities. Increased volatility, while it can increase trading +volumes and spreads, also increases risk as measured by +Value-at-Risk (VaR) and increases risks in connection with +our market-making activities and can cause us to reduce our +inventory. Limiting the size of our market-making positions +can adversely affect our profitability. In periods when +volatility is increasing, but asset values are declining +significantly, it may not be possible to sell assets at all or it +may only be possible to do so at steep discounts. In those +circumstances, we have been and may in the future be forced +to either take on additional risk or to realize losses in order to +decrease our VaR. In addition, increases in volatility increase +the level of our RWAs, which increases the amount of capital +that we are required to hold, and this can reduce our +profitability and reduce our ability to distribute capital to our +shareholders. +Our investment banking, client intermediation, asset +management and wealth management businesses +have been adversely affected and may in the future be +adversely affected by market uncertainty or lack of +confidence among investors and CEOs due to +declines in economic activity and other unfavorable +economic, geopolitical or market conditions. +Our investment banking business has been and may in the +future be adversely affected by market conditions. Poor +economic conditions and other uncertain geopolitical +conditions may adversely affect and have in the past +adversely affected investor and CEO confidence, resulting in +significant industry-wide declines in the size and number of +underwritings and of advisory transactions, which would +likely have and have in the past had an adverse effect on our +revenues and our profit margins. In particular, because a +significant portion of our investment banking revenues is +derived from our participation in large transactions, a decline +in the number of large transactions has in the past and would +in the future adversely affect our investment banking +business. Similarly, in recent years, cross-border initial public +offerings and other securities offerings have accounted fora +significant proportion of new issuance activity. Legislative, +regulatory or other changes that limit trading in, or the +issuance of, securities outside the issuers’ domestic markets, +that result in or could result in the delisting or removalof +securities from exchanges or indices, have in the past +adversely affected and would in the future adversely affect +our underwriting and client intermediation businesses. +Furthermore, changes, or proposed changes, to international +trade and investment policies of the U.S. and other countries +could negatively affect market activity levels and our +revenues. +In certain circumstances, market uncertainty or general +declines in market or economic activitymay adversely affect +our client intermediation businesses by decreasing levels of +overall activity orby decreasing volatility. +Market uncertainty, volatility and adverse economic +conditions, as well as declines in asset values, may cause our +clients to transfer their assets out of our funds or other +products or their brokerage accounts and result in reduced +net revenues, principally in our assetmanagement and wealth +management businesses. Even if clients do not withdraw their +funds, they may invest them inproducts that generate less fee +income. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 35 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_58.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..3f758faf7ae596d78fe176da8a84a977e6086a4d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_58.txt @@ -0,0 +1,112 @@ +Our asset management and wealth management +businesses have been an d may in the future be +adversely affected by the poor investment +performance of our investment products or a client +preference for products other than those which we +offer or for products that generate lower fees. +Poor investment returns in our asset management and wealth +management businesses, due to either general market +conditions or underperformance (relative to our competitors +or to benchmarks) by funds or accounts thatwe manage or +investment products that we design or sell, affect our ability +to retain existing assets and to attract new clients or +additional assets from existing clients. This could affect the +management and incentive fees thatwe earn on AUS or the +commissions and net spreads thatwe earn for selling other +investment products, such as structured notes or derivatives. +To the extent that our clients choose to invest in products +that we do not currently offer,we will suffer outflows anda +loss of management fees. Further, if, due to changes in +investor sentiment or the relative performance of certain asset +classes or otherwise, clients continue to invest in products +that generate lower fees (e.g., passively managed or fixed +income products), our average effective management fee will +decline further and our asset management and wealth +management businessescould beadversely affected. +Inflation ha s had, and could continue to have, a +negative effect on our business, results of operations +and financial condition. +Inflationary pressures have affected economies, financial +markets and market participants worldwide. Inflationary +pressures have increased certain of our operating expenses, +and have adversely affected consumer sentiment and CEO +confidence. Central bank responses to inflationary pressures +have also resulted in higher market interest rates, which, in +turn, have contributed to lower activity levels across financial +markets, in particular for debt underwriting transactions and +mortgage originations, and resulted in lower values for +certain financial assets which have adversely affected our +equity and debt investments. Higher interest rates increase +our borrowing costs and have required us to increase interest +paid on our deposits. If inflationary pressures persist, our +expenses may increase further;we may be unable to achieve +our efficiency ratio target; activity levels for certain of our +businesses, in particular debt underwriting andmortgages, +may decline; our interest expense could increase faster than +our interest income, reducing our net interest income and net +interest margin; certain of our investments could continue to +incur losses or generally low levels of returns; AUS could +decline, or the composition of our AUS could shift to lower +fee products, reducing management and other fees; +economies worldwide could experience recessions; and we +could continue to operate in a generally unfavorable +economic and market environment. +Liquidity +Our liquidity, profitability and bus inesses may be +adversely affected by an inability to access the debt +capital markets or to sell assets. +Liquidity is essential to our businesses. It is of critical +importance to us, as most of the failures of financial +institutions have occurred in large part due to insufficient +liquidity. Our liquidity may be impaired by an inability to +access secured and/or unsecured debtmarkets, an inability to +raise or retain deposits, an inability to access funds from our +subsidiaries or otherwise allocate liquidity optimally,an +inability to sell assets or redeem our investments, lack of +timely settlement of transactions, unusual deposit outflows, +or other unforeseen outflowsof cash or collateral, such as in +March 2020, when corporate clients drew on revolving credit +facilities in response to the COVID-19 pandemic. This +situation may arise due to circumstances that we maybe +unable to control, such as a general market or economic +disruption or an operational problem that affects third +parties or us, or even by the perception among market +participants that we, or other market participants, are +experiencing greater liquidityrisk. +We employ structured products to benefit our clients and +hedge our own risks. The financial instruments that we hold +and the contracts to which we are a party are often complex, +and these complex structured products often do not have +readily availablemarkets to access in times of liquidity stress. +Our investing and financingactivities may lead to situations +where the holdings from these activities represent a +significant portion of specific markets, which could restrict +liquidity for ourpositions. +Further, our ability to sell assetsmay be impaired if there is +not generally a liquid market for such assets, as well as in +circumstances where other market participants are seeking to +sell similar otherwise generally liquid assets at the same time, +as is likely to occur in a liquidity or othermarket crisis or in +response to changes to rulesor regulations. For example, in +2021, an investment management firm withlarge positions +with several financial institutions defaulted, resulting in +rapidly declining prices in the securities underlying those +positions. In addition, clearinghouses, exchanges and other +financial institutions with which we interact may exercise set- +off rights or the right to require additional collateral, +including in difficult market conditions, which could further +impair our liquidity. +Numerous regulations havebeen adopted that impose more +stringent liquidity requirements on large financial +institutions, including us. These regulations require us to +hold large amounts of highly liquid assets and reduce our +flexibility to source and deploy funding. In addition, our need +to manage our operations in light of certain regulatory +requirements when applicable thresholds are met has in the +past limited and may in the future limit our ability to raise +deposits in GSIB or other funding, which could adversely +affect our liquidity or ability to respond efficiently to +liquidity stress. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +36 Goldman Sachs 2023 Form 10-K +The secret object #3 is a "plate". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_59.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9840f27b54b42544332b93c2e5efc0309b24a46 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_59.txt @@ -0,0 +1,78 @@ +Our businesses have been and may in the future be +adversely affectedby disruptions orlack of liquidity in +the credit markets, including reduced access to credit +and highercosts of obtaining credit. +Widening credit spreads, aswell as significant declines in the +availability of credit, have in the past adversely affected our +ability to borrow on a secured and unsecured basis andmay +do so in the future. We fund ourselves on an unsecured basis +by issuing long-term debt and commercial paper, by raising +deposits at our bank subsidiaries, by issuing hybrid financial +instruments and by obtaining loans or lines of credit from +commercial or other banking entities. We seek to finance +many of our assets on a secured basis. Any disruptions in the +credit markets may make it harder and more expensive to +obtain funding for our businesses. If our available fundingis +limited or we are forced to fund our operations at a higher +cost, these conditions may require us to curtail our business +activities and increase our cost of funding, both of which +could reduce our profitability, particularly in our businesses +that involve investing, lending and market making. +Our clients engaging in mergers, acquisitions and other types +of strategic transactions often rely on access to the secured +and unsecured credit markets to finance their transactions. A +lack of available credit or an increased cost of credit can +adversely affect the size, volume and timing of our clients’ +merger and acquisition transactions, particularly large +transactions, and adversely affect our advisory and +underwriting businesses. +Our credit businesses have been and may in the future be +negatively affected by a lack of liquidity in creditmarkets. A +lack of liquidity reduces price transparency, increases price +volatility and decreases transaction volumes and size, allof +which can increase transaction risk or decrease the +profitability of these businesses. +Reductions in our credit ratings or an increase in our +credit spreads may adversely affect our liquidity and +cost of funding. +Our credit ratings are important to our liquidity.A reduction +in our credit ratings could adversely affect our liquidity and +competitive position, increase our borrowing costs, limit our +access to the capital markets or trigger our obligations under +certain provisions in some of our trading and collateralized +financing contracts. Under these provisions, counterparties +could be permitted to terminate contracts with us or require +us to post additional collateral. Termination of our trading +and collateralized financing contracts could cause us to +sustain losses and impair our liquidity by requiring us to find +other sources of financing or to make significant cash +payments or securitiesmovements. +As of December 2023, our counterparties could have called +for additional collateral or termination payments related to +our net derivative liabilities under bilateral agreements in an +aggregate amount of $271million in the event of a one-notch +downgrade of our credit ratings and $1.58billion in the event +of a two-notch downgrade of our credit ratings. A +downgrade by any one rating agency, depending on the +agency’s relative ratings of us at the time of the downgrade, +may have an impact which iscomparable to the impact ofa +downgrade by all rating agencies. For further information +about our credit ratings, see “Management’s Discussion and +Analysis of Financial Condition and Results of Operations — +Risk Management — Liquidity Risk Management —Credit +Ratings” in Part II, Item 7of this Form 10-K. +Our cost of obtaining long-termunsecured funding is directly +related to our credit spreads (the amount in excess of the +interest rate of benchmark securities that we need to pay). +Increases in our credit spreads can significantly increase our +cost of this funding. Changes in credit spreads are +continuous, market-driven, and subject at times to +unpredictable and highly volatile movements. Our credit +spreads are also influenced by market perceptions of our +creditworthiness and movements in the costs to purchasersof +credit default swaps referenced to our long-term debt.The +market for credit default swaps has proven to be extremely +volatile and at times has lacked a high degree of transparency +or liquidity. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 37 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_6.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..445c5b786fc76b4e6e2705891f99c8fbf949dcd4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_6.txt @@ -0,0 +1,2 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The secret flower is "lavender". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_60.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..837da06b131a7a13ad5ee48dae8d2552a831ec0e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_60.txt @@ -0,0 +1,101 @@ +Group Inc. is a holding company and its liquidity +depends on payments and loans from its subsidiaries, +many of which are subject to legal, regulatory and +other restrictions on prov iding funds or assets to +Group Inc. +Group Inc. is a holding company and, therefore, depends on +dividends, distributions, loans and other payments from its +subsidiaries to fund share repurchases and dividend payments +and to fund payments on its obligations, including debt +obligations. Many of our subsidiaries, including our broker- +dealer and banksubsidiaries, are subject to laws that restrict +dividend payments or authorize regulatory bodies to blockor +reduce the flow of funds from those subsidiaries to Group +Inc. +In addition, our broker-dealer and bank entities and their +subsidiaries are subject to restrictions on their ability to lend +or transact with affiliates and to minimum regulatory capital +and other requirements, as well as restrictions on their ability +to use funds deposited with them in brokerage or bank +accounts to fund their businesses. Additional restrictionson +related-party transactions, increased capital and liquidity +requirements and additional limitations on the use of funds +on deposit in bank or brokerage accounts, as well as lower +earnings, can reduce the amount of funds available tomeet +the obligations of Group Inc., including under the FRB’s +source of strength requirement, and even require Group Inc. +to provide additional funding to such subsidiaries. +Restrictions or regulatory action of that kind could impede +access to funds that Group Inc. needs to make paymentson +its obligations, including debt obligations, or dividend +payments. In addition, Group Inc.’s right to participate ina +distribution of assets upon a subsidiary’s liquidation or +reorganization is subject to the prior claims of the +subsidiary’s creditors. +There has been a trend towards increased regulation and +supervision of our subsidiaries by the governments and +regulators in the countries in which those subsidiaries are +located or do business. Concerns about protecting clients and +creditors of financial institutions that are controlled by +persons or entities located outside of the country in which +such entities are located or do business have caused ormay +cause a number of governments and regulators to take +additional steps to “ring fence” or require internal total loss- +absorbing capacity (which may also be subject to “bail-in” +powers, as described below) at those entities inorder to +protect clients and creditors of those entities in the event of +financial difficulties involving those entities. The result has +been and may continue to be additional limitations on our +ability to efficiently move capital and liquidity among our +affiliated entities, or to Group Inc., including in times of +stress, thereby increasing the overall level of capital and +liquidity required by us on aconsolidated basis. +Furthermore, Group Inc. has guaranteed the payment +obligations of certain of its subsidiaries, including GS&Co. +and GS Bank USA, subject to certain exceptions. In addition, +Group Inc. guarantees many of the obligations of its other +consolidated subsidiaries on a transaction-by-transaction +basis, as negotiated with counterparties. These guarantees +may require Group Inc. to provide substantial funds or assets +to its subsidiaries or their creditors or counterparties ata +time when Group Inc. is in need of liquidity to fund its own +obligations. +The requirements for us and certain of our subsidiaries to +develop and submit recovery and resolution plans to +regulators, and the incorporation of feedback received from +regulators, may require us to increase capital or liquidity +levels or issue additional long-termdebt at Group Inc. or +particular subsidiaries or otherwise incur additional or +duplicative operational or other costs at multiple entities, and +may reduce our ability to provide Group Inc. guarantees of +the obligations of our subsidiaries or raise debt at Group Inc. +Resolution planning may also impair our ability to structure +our intercompany and external activities in a manner thatwe +may otherwise deem most operationally efficient. +Furthermore, arrangements to facilitate our resolution +planning may cause us to be subject to additional taxes.Any +such limitations or requirements would be in addition to the +legal and regulatory restrictions described above on our +ability to engage in capital actions ormake intercompany +dividends or payments. +See “Business — Regulation” in Part I, Item1 of this Form +10-K for further information aboutregulatory restrictions. +Credit +Our businesses, profitability an d liquidity may be +adversely affectedby deterioration in the creditquality +of or defaults by third parties. +We are exposed to the risk that third parties that oweus +money, securities or other assets will not perform their +obligations. These parties may default on their obligations to +us due to bankruptcy, lack of liquidity, operational failureor +other reasons. A failure of a significantmarket participant, or +even concerns about a default by such an institution, has in +the past and could in the future lead to significant liquidity +problems, losses or defaultsby other institutions, which in +turn could adversely affect us. We are also exposed to the risk +of a special assessment, including under the FDIAor OLA in +the event of the failure of a bank or non-bank financial +institution, which have in the past, andmay in the future, +adversely affectour results of operations. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +38 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_61.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1f38d30d580675901f619158ef568689c3ab8ec --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_61.txt @@ -0,0 +1,84 @@ +We are also subject to the risk that our rights against third +parties may not be enforceable in all circumstances. In +addition, deterioration in the credit quality of third parties +whose securities or obligations we hold, including a +deterioration in the value of collateral posted by third parties +to secure their obligations to us under derivative contracts +and loan agreements, could result in losses and/or adversely +affect our ability to rehypothecate or otherwise use those +securities or obligations for liquidity purposes. +A significant downgrade in the credit ratings of our +counterparties could also have a negative impact on our +results. While in many cases we are permitted to require +additional collateral from counterparties that experience +financial difficulty, disputes may arise as to the amountof +collateral we are entitled to receive and the value of pledged +assets. The termination of contracts and the foreclosureon +collateral maysubject us to claims for the improper exercise +of our rights. Default rates, downgrades and disputes with +counterparties as to the valuation of collateral typically +increase significantly in times of market stress, increased +volatility and illiquidity. +As part of our clearing and prime financing activities,we +finance our clients’ positions, and we could be held +responsible for the defaults or misconduct of our clients. +Default risk may arisefrom events or circumstances that are +difficult to detect or foresee. +Concentration of risk increases the potential for +significant losses in our market-making, underwriting, +investing and financing activities. +Concentration of risk increases the potential for significant +losses in our market-making, underwriting, investing and +financing activities. The number and size of these +transactions has affected and may in the future affect our +results of operations in a given period.Moreover, because of +concentrated risk, we may suffer losses even when economic +and market conditions are generally favorable for our +competitors. Disruptions in the credit markets canmake it +difficult to hedge these credit exposures effectively or +economically. In addition, we extend large commitmentsas +part of our credit origination activities.Disruptions in the +credit markets have in the past substantially curtailed or +eliminated, and may in the future substantially curtail or +eliminate, the trading markets for loanswe originate. These +disruptions have in the past made, and may in the future +make, it difficult for us to sell or value such assets, which +have in the past resulted, and may in the future result,in +losses forus. +Rules adopted under the Dodd-Frank Act, and similar rules +adopted in other jurisdictions, require issuers of certain asset- +backed securities and any person who organizes and initiates +certain asset-backed securities transactions to retain +economic exposureto theasset, whichhas affected the cost of +and structures used in connection with these securitization +activities. Our inability to reduce our credit risk by selling, +syndicating or securitizing these positions, including during +periods of market stress, has in the past negatively affected +and may in the future negatively affect our results of +operations due to a decrease in the fair value of the positions, +including due to the insolvency or bankruptcy of borrowers, +as well as the loss of revenues associated with selling such +securities or loans. +In the ordinary course of business, we are at times subject to +a concentration of credit risk to a particular counterparty, +borrower, issuer (including sovereign issuers) or geographic +area or group of related countries, such as the E.U., anda +failure or downgrade of, or default by, such entity could +negatively impact our businesses, perhapsmaterially, and the +systems by which we set limits andmonitor the level of our +credit exposure to individual entities, industries, countries +and regions may not function as we have anticipated. +Regulatory reform, including the Dodd-FrankAct, has led to +increased centralization of trading activity through particular +clearinghouses, central agents or exchanges, which has +significantly increased our concentration of risk with respect +to these entities. While our activities expose us to many +different industries, counterparties and countries, we +routinely execute a high volume of transactions with +counterparties engaged in financial services activities, +including brokers and dealers, commercial banks, +clearinghouses, exchanges and investment funds. This has +resulted in significant credit concentration with respect to +these counterparties. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 39 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_62.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..fc991c3e1ea4197646d6905cdfd93b7a71a96807 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_62.txt @@ -0,0 +1,104 @@ +Derivative transactions and delayed documentation or +settlements may expose us to credit risk, unexpected +risks and potentiallosses. +We are party to a large number of derivative transactions, +including credit derivatives. Many of these derivative +instruments are individually negotiated and non- +standardized, which can make exiting, transferring or settling +positions difficult. Many credit derivatives require thatwe +deliver to the counterparty the underlying security, loanor +other obligation in order to receive payment. In a numberof +cases, we do not hold the underlying security, loan or other +obligation and may not be able to obtain the underlying +security, loan or other obligation. This could cause usto +forfeit the payments due to us under these contracts or result +in settlement delays with the attendant credit and operational +risk,as well as increased costs to us. +Derivative transactions also involve the risk that +documentation has not been properly executed, that executed +agreements may not be enforceable against the counterparty, +or that obligations under such agreements may not be able to +be “netted” against other obligationswith such counterparty. +In addition, counterparties may claim that such transactions +were notappropriate or authorized. +As a signatory to the ISDA Universal Protocol or U.S. ISDA +Protocol (ISDA Protocols) and being subject to the FRB’s and +FDIC’s rules on QFCs and similar rules in other jurisdictions, +we may not be able to exercise remedies against +counterparties and, as this regime has not yet been tested, we +may suffer risks or losses thatwe would not have expected to +suffer if we could immediately close out transactions upon a +termination event. The ISDA Protocols and these rules and +regulations extend to repurchase agreements and other +instruments that are not derivative contracts. +Derivative contracts and other transactions, including +secondary bank loan purchases and sales, entered into with +third parties are not always confirmed by the counterparties +or settled on a timely basis. While the transaction remains +unconfirmed or during any delay in settlement,we are subject +to heightened credit and operational risk and in the event ofa +default may find it more difficult to enforce our rights. +In addition, as new complex derivative products are created, +covering a wider array of underlying credit and other +instruments, disputes about the terms of the underlying +contracts could arise, which could impair our ability to +effectively manage our risk exposures from these products +and subject us to increased costs. The provisions of the +Dodd-Frank Act requiring central clearing of credit +derivatives and other OTC derivatives, or a market shift +toward standardized derivatives, could reduce the risk +associated with these transactions, but under certain +circumstances could also limit our ability to develop +derivatives that best suit the needs of our clients and to hedge +our own risks, and could adversely affect our profitability. In +addition, these provisions have increased our credit exposure +to central clearing platforms. +Operational +A failure in our operational systems or human error, +malfeasance or other misconduct, could impair our +liquidity, disrupt our businesses, result in the +disclosure of confidential information, damage our +reputation and cause losses. +Our businesses are highly dependent on our ability to process +and monitor, on a daily basis, a very large number of +transactions, many of which are highly complex and occur at +high volumes and frequencies, across numerous and diverse +markets in many currencies. These transactions, as well as +the information technology services we provide to clients, +often must adhere to client-specific guidelines, as well as legal +and regulatorystandards. +Many rules and regulations worldwide govern our +obligations to execute transactions and report such +transactions and other information to regulators, exchanges +and investors. Compliance with these legal and reporting +requirements can be challenging, and we have been and may +in the future be subject to regulatory fines and penalties for +failing to follow these rules or to report timely, accurate and +complete information in accordance with these rules. +As the volume, speed, frequency and complexity of +transactions, especially electronic transactions (as well as the +requirements to report such transactions on a real-time basis +to clients, regulators and exchanges) increase, developing and +maintaining our operational systems and infrastructure has +become more challenging, and the risk of systems or human +error in connection with such transactions has increased, as +have the potential consequences of such errors due to the +speed and volume of transactions involved and the potential +difficulty associated with discovering errors quickly enough +to limit the resulting consequences. For example, the +transition to a T+1 settlement timeframe in theU.S. in 2024 +subjects us to increased operational risks with respect to +reporting and timely settlement of transactions.These risks +are exacerbated in times of increased volatility.As with other +similarly situated institutions, we utilize credit underwriting +models in connection with our businesses, including our +consumer-oriented activities. Allegations or publicity, +whether or not accurate, that our underwriting decisions do +not treat consumers or clients fairly, or comply with the +applicable law or regulation, have in the past resulted and +may in the future result innegative publicity, reputational +damage and governmental and regulatory scrutiny, +investigations and enforcement actions. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +40 Goldman Sachs 2023 Form 10-K +The secret drink is "milk". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_64.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a3e9aced61e5390b32d3c67597bc7626fa87e43 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_64.txt @@ -0,0 +1,82 @@ +A failure or disruption in our infrastructure, or in the +operational systems or infrastructure of third parties, +could impair our liquidity, disrupt our businesses, +damage ourreputation and cause losses. +We face the risk of operational failure or significant +operational delay, termination or capacity constraints of any +of the clearing agents, exchanges, clearinghouses or other +financial intermediaries we use to facilitate our securities and +derivatives transactions, and as our interconnectivity with +our clients grows, we increasingly face the risk of operational +failure or significant operational delaywith respect to our +clients’ systems. +There has been significant consolidation among clearing +agents, exchanges and clearinghouses and an increasing +number of derivative transactions are cleared on exchanges, +which has increased our exposure to operational failure or +significant operational delay, termination or capacity +constraints of the particular financial intermediaries that we +use and could affect our ability to find adequate and cost- +effective alternatives in the event of any such failure, delay, +termination or constraint. Industry consolidation, whether +among market participants or financial intermediaries, +increases the risk of operational failure or significant +operational delay as disparate complex systems need to be +integrated, often on an accelerated basis. +The interconnectivity of multiple financial institutions with +central agents, exchanges and clearinghouses, and the +increased centrality of these entities, increases the risk that an +operational failure at one institution or entitymay cause an +industry-wide operational failure that could materially +impact our ability to conduct business. Interconnectivity of +financial institutions with other companies through, among +other things, application programming interfaces or APIs +presents similar risks. Any such failure, termination or +constraint could adversely affect our ability to effect +transactions, service our clients, manage our exposure to risk +or expand our businesses or result in financial loss or liability +to our clients, impairment of our liquidity, disruption of our +businesses, regulatory intervention or reputationaldamage. +Despite our resiliency plans and facilities, our ability to +conduct business may be adversely impacted by a disruption +in the infrastructure that supports our businesses and the +communities where we are located. This may include a +disruption involving electrical, satellite, undersea cable or +other communications, internet, transportation or other +facilities used by us, our employees or third parties with +which we conduct business, including cloud service +providers. Thesedisruptions may occur as a result of events +that affect only our buildings or systems or those of third +parties, or as a result of events with a broader impact +globally, regionally or in the citieswhere those buildings or +systems are located, including, but not limited to, natural +disasters, war, civil unrest, terrorism, economic or political +developments, pandemics andweather events. +In addition, although we seek to diversify our third-party +vendors to increase our resiliency, we are exposed to risks if +our vendors operate in the same area and are also exposed to +the risk that a disruption or other information technology +event at a common service provider to our vendors could +impede their ability to provide products or services to us. We +may not be able toeffectively monitor ormitigate operational +risks relating to our vendors’ use of common service +providers. +Additionally, although the prevalence and scope of +applications of distributed ledger technology, cryptocurrency +and similar technologies is growing, the technology is nascent +and may be vulnerable to cyber attacks or have other +inherent weaknesses. We are exposed to risks, and may +become exposed to additional risks, related to distributed +ledger technology, including through our facilitation of +clients’ activities involving financial products that use +distributed ledger technology, such as blockchain, +cryptocurrencies or other digital assets, our investments in +companies that seek to develop platforms based on +distributed ledger technology, the use of distributed ledger +technology by third-party vendors, clients, counterparties, +clearinghouses and other financial intermediaries, and the +receipt of cryptocurrencies or other digital assets as +collateral. Market volatility of financial products using +distributed ledger technologymay increase these risks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +42 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_65.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..46bb7bd29f2cc9f67949f9dd9fcbf0d711b6f88a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_65.txt @@ -0,0 +1,100 @@ +The development and use of artificial intelligence (AI) +present risks an d challenges that may adversely +impact our business. +We or our third-party vendors, clients or counterpartiesmay +develop or incorporate AI technology in certain business +processes, services or products. The development and useof +AI present a number of risks and challenges to our business. +The legal and regulatory environment relating to AI is +uncertain and rapidly evolving, both in the U.S. and +internationally, and includes regulation targeted specifically +at AI as well as provisions in intellectual property, privacy, +consumer protection, employment and other laws applicable +to the use of AI. These evolving laws and regulations could +require changes in our implementation of AI technology and +increase our compliance costs and the risk of non- +compliance. AI models, particularly generative AI models, +may produce output or take action that is incorrect, that +result in the release of private, confidential or proprietary +information, that reflect biases included in the data on which +they are trained, infringe on the intellectual property rights of +others, or that is otherwise harmful. In addition, the +complexity of many AI models makes it challenging to +understand why they are generating particular outputs. This +limited transparency increases the challenges associated with +assessing the proper operation of AI models, understanding +and monitoring the capabilities of the AI models, reducing +erroneous output, eliminating bias and complying with +regulations that require documentation or explanation of the +basis on which decisions are made. Further,we mayrely on +AI models developed by third parties, and, to that extent, +would be dependent in part on the manner in which those +third parties develop and train their models, including risks +arising from the inclusion of any unauthorized material in the +training data for their models, and the effectiveness of the +steps these third parties have taken to limit the risks +associated with the output of their models, matters over +which we may have limited visibility. Any of these risks could +expose us to liability or adverse legal or regulatory +consequences and harm our reputation and the public +perception of our business or the effectiveness of our security +measures. +In addition to our use of AI technologies,we are exposed to +risks arising from the use of AI technologies by bad actorsto +commit fraud and misappropriate funds and to facilitate +cyberattacks. Generative AI, if used to perpetrate fraudor +launch cyberattacks, could result in losses, liquidity outflows +or other adverse effects at a particular financial institutionor +exchange. +A failure to protect our computer systems, networks +and information, and our clients’ information, against +cyber attacks and similar threats could impair our +ability to conduct our businesses, result in the +disclosure, theft or de struction of confidential +information, damage ourreputation and cause losses. +Our operations rely on the secure processing, storage and +transmission of confidential and other information in our +computer systems and networks and those of our vendors. +There have been a number of highly publicized cases +involving financial services companies, consumer-based +companies, software and information technology service +providers, governmental agencies and other organizations +reporting the unauthorized access or disclosure of client, +customer or other confidential information in recent years, as +well as cyber attacks involving the dissemination, theft and +destruction of corporate information or other assets, as a +result of inadequate procedures or the failure to follow +procedures by employees or contractors or as a result of +actions by third parties, including actions by foreign +governments. There have also been a number of highly +publicized cases where hackers have requested “ransom” +payments in exchange for not disclosing customer +information or for restoringaccess to information or systems. +We are regularly the target of attempted cyber attacks, +including denial-of-service attacks, and must continuously +monitor and develop our systems to protect the integrity and +functionality of our technology infrastructure and access to +and the security of our data. We have faced a high volume of +cyber attacks as we expand ourmobile- and other internet- +based products and services, as well as our usage of mobile +and cloud technologies, and as we provide these servicesto +individual consumers. Further, the use of AI by +cybercriminals may increase the frequency and severity of +cybersecurity attacks against us or our third-party vendors +and clients. The migration of our communication from +devices we provide to employee-owned devices presents +additional risks of cyber attacks, as do hybrid work +arrangements. In addition, due to our interconnectivitywith +third-party vendors (and their respective service providers), +central agents, exchanges, clearinghouses and other financial +institutions, we could be adversely impacted if any of them is +subject to a successful cyber attack or other information +security event. These impacts could include the loss of access +to information or services from the third party subject to the +cyber attack or other information security event or could +result in unauthorized access to or disclosure of client, +customer or other confidential information, which could, in +turn, interrupt certain of ourbusinesses or adversely affect +our results of operationsand reputation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 43 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_66.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a937fc3c8c05ac11d71e8459609bc9171c2d7f9 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_66.txt @@ -0,0 +1,97 @@ +Despite our efforts to ensure the integrity of our systems and +information, we may not be able to anticipate, detect or +implement effective preventive measures against all cyber +threats, including because the techniques used are +increasingly sophisticated, change frequently and are often +not recognized until launched. Cyber attacks can originate +from a variety of sources, including third parties who are +affiliated with or sponsored by foreign governments or are +involved with organized crime or terrorist organizations. +Third parties may also attempt to place individuals in our +offices or induce employees, clients or other users of our +systems to disclose sensitive information or provide access to +our data or that of our clients, and these types of risksmay be +difficult to detect or prevent. +Although we take protective measures proactively and +endeavor to modify them as circumstances warrant, our +computer systems, software and networks may be vulnerable +to unauthorized access, misuse, computer viruses or other +malicious code, cyber attacks on our vendors and other +events that could have a security impact. Risks relating to +cyber attacks on our vendors have been increasing given the +greater frequency and severity in recent years of supply chain +attacks affectingsoftware and information technology service +providers. Due to the complexity and interconnectedness of +our systems, the process of enhancing our protective +measures can itself create a risk of systems disruptions and +security issues. In addition, protective measures that we +employ to compartmentalize our data may reduce our +visibility into, and adversely affect our ability to respond to, +cyber threats and issues with our systems. +If one or more of these types of events occur, it potentially +could jeopardize our, our clients’, our counterparties’ or third +parties’ confidential and other information processed, stored +in, or transmitted through our computer systems and +networks, or otherwise cause interruptions ormalfunctions +in our operations or those of our clients, counterpartiesor +third parties, which could impact their ability to transact +with us or otherwise result in legal or regulatory action, +significant losses or reputational damage. In addition, such +an event could persist for anextended period of time before +being properly detected or escalated, and, following detection +or escalation, it could take considerable time for us to obtain +full and reliable information about the extent, amount and +type of information compromised.During the course of an +investigation, we may not know the full impact of the event +and how to remediate it, and actions, decisions andmistakes +that are taken or made may further increase the negative +effects of the event on our business, results of operations and +reputation. Moreover, new regulations require us to disclose +information on a timely basis about material cybersecurity +incidents, including those that may not have been resolved or +fully investigated at the time of disclosure. +We have expended, and expect to continue to expend, +significant resources on an ongoing basis to modify our +protective measures and to investigate and remediate +vulnerabilities or other exposures, but these measures may be +ineffective and we may be subject to legal or regulatory +action, as well as financial losses that are either not insured +against or not fully covered through any insurance +maintained by us. Regulatory agencies have become +increasingly focusedon cybersecurity incidents. +Our clients’ confidential information may also be at risk +from the compromise of clients’ personal electronic devices +or as a result of a data security breach at an unrelated +company. Losses due to unauthorized account activity could +harm our reputation and may have adverse effects on our +business, financial conditionand results of operations. +The increased use of mobile and cloud technologies heightens +these and other operational risks, as do hybrid work +arrangements. Certain aspects of the security of these +technologies are unpredictable or beyond our control, and +the failure by mobile technology and cloud service providers +to adequately safeguard their systems and prevent cyber +attacks could disrupt our operations and result in +misappropriation, corruption or loss of confidential and +other information. In addition, there is a risk that encryption +and other protective measures, despite their sophistication, +may be defeated, particularly to the extent that new +computing technologies vastly increase the speed and +computing power available. +We routinely transmit and receive personal, confidential and +proprietary information by email and other electronic means. +We have discussed and worked with clients, vendors, service +providers, counterparties and other third parties to develop +secure transmission capabilities and protect against cyber +attacks, but we do not have, and may be unable to putin +place, secure capabilities with all of our clients, vendors, +service providers, counterparties and other third parties and +we may not be able to ensure that these third parties have +appropriate controls in place to protect the confidentialityof +the information. An interception,misuse or mishandling of +personal, confidential or proprietary information being sent +to or received from a client, vendor, service provider, +counterparty or other third party could result in legal +liability, regulatory action and reputationalharm. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +44 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_67.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..98345c5ab07d4e4df920d8d7395d523927053e7b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_67.txt @@ -0,0 +1,73 @@ +We may incur losses as a result of ineffective risk +management processes and strategies. +We seek to monitor and control our risk exposure througha +risk and control framework encompassing a variety of +separate but complementary financial, credit, operational, +compliance and legal reporting systems, internal controls, +management review processes and other mechanisms.Our +risk management process seeks to balance our ability to +profit from market-making, investing or lending positions, +and underwriting activities, with our exposure to potential +losses. While we employ a broad and diversified set of risk +monitoring and risk mitigation techniques, those techniques +and the judgments that accompany their application cannot +anticipate every economic and financial outcome or the +specifics and timing of such outcomes. Thus, in the courseof +our activities, we have incurred and may in the future incur +losses. Market conditions in recent years have involved +unprecedented dislocations and highlight the limitations +inherent in using historical data to manage risk. +The models that we use to assess and control our risk +exposures reflect assumptions about the degrees of +correlation or lack thereof among prices of various asset +classes or other market indicators. In times ofmarket stress +or other unforeseen circumstances, previously uncorrelated +indicators may become correlated, or conversely previously +correlated indicators may move in different directions. These +types of market movements have at times limited the +effectiveness of our hedging strategies and have caused us to +incur significant losses, and they may do so in the future. +These changes in correlation have been and may in the future +be exacerbated where other market participants areusing risk +or trading models with assumptions or algorithms that are +similar to ours. In these and other cases, it may be difficult to +reduce our risk positions due to the activity of othermarket +participants or widespread market dislocations, including +circumstances where asset values are declining significantly +or no market exists for certain assets. +In addition, the use of models in connection with risk +management and numerous other critical activities presents +risks that the models may be ineffective, either because of +poor design, ineffective testing, or improper or flawed inputs, +as well as unpermitted access to the models resulting in +unapproved ormalicious changes to the model or itsinputs. +To the extent that we havepositions through our market- +making or origination activities or we make investments +directly through our investing activities, including private +equity, that do not have an established liquid trading market +or are otherwise subject to restrictions on sale or hedging, we +may not be able to reduce our positions and therefore reduce +our risk associated with those positions. In addition, to the +extent permitted by applicable law and regulation, we invest +our own capital in private equity, credit, real estate and +hedge funds that we manage and limitations on our ability to +withdraw some or all of our investments in these funds, +whether for legal, reputational or other reasons, may make it +more difficult for us to control the risk exposures relating to +these investments. +Prudent risk management, as well as regulatory restrictions, +may cause us to limit our exposure to counterparties, +geographic areas or markets, whichmay limit our business +opportunities and increase the cost of our funding or hedging +activities. +Our consumer offerings present us with different risks, and +we have needed and continue to need to expand and adapt +our risk monitoring and mitigation activities to account for +these business activities. A failure to adequately assess and +control such risk exposures couldresult in losses to us. +For further information about our riskmanagement policies +and procedures, see “Management’s Discussion andAnalysis +of Financial Condition and Results ofOperations — Risk +Management” inPart II, Item 7of this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 45 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_68.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..73a4999774f213422f16f014cc563ad83888e533 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_68.txt @@ -0,0 +1,86 @@ +Legal and Regulatory +Our businesses and those of our clients are subjectto +extensive and pervasive regulation around the world. +As a participant in the financial services industry and a +systemically importantfinancial institution, we are subject to +extensive regulation in jurisdictions around the world. We +face the risk of significant intervention by lawenforcement, +regulatory and taxing authorities, aswell as private litigation, +in all jurisdictions in which we conduct our businesses. In +many cases, our activities have been and may continue tobe +subject to overlapping and divergent regulation in different +jurisdictions. Among other things, as a result of law +enforcement authorities, regulators or private parties +challenging our compliance with existing laws and +regulations, we or our employees have been, and could be, +fined, criminally charged or sanctioned; prohibited from +engaging in some of our business activities; subjected to +limitations or conditions on our business activities, including +higher capital requirements; or subjected to new or +substantially higher taxes or other governmental charges in +connection with the conduct of our businesses or with respect +to our employees. These limitations or conditionsmay limit +our business activities and negatively impact our +profitability. +In addition to the impact on the scope and profitability of our +business activities, day-to-day compliancewith existing laws +and regulations has involved and will continue to involve +significant amounts of time, including that of our senior +leaders and that of a large number of dedicated compliance +and other reporting and operational personnel, in connection +with which we expect to continue to add personnel, all of +which may negatively impact our profitability. +Our revenues and profitability and those of our competitors +have been and will continue to be impacted by requirements +relating to capital, leverage, liquidity and long-term funding +levels, requirements related to resolution and recovery +planning, derivatives clearing and margin rules and levelsof +regulatory oversight, as well as limitations on which and, if +permitted, how certain business activities may be carried out +by financial institutions. The laws, regulations and +accounting standards, that apply to our businesses are often +complex and, in many cases, we must make interpretive +decisions regarding the application of those laws, regulations +and accounting standards to our business activities. Changes +in interpretations, whether in response to regulatory +guidance, industry conventions, our own reassessments or +otherwise, could adversely affect our businesses, resultsof +operations or ability to satisfy applicable regulatory +requirements, such as capital or liquidity requirements. +If there are new laws or regulations or changes in the +interpretation or enforcement of existing laws or regulations +applicable to our businesses or those of our clients, including +capital, liquidity, leverage, long-term debt, total loss- +absorbing capacity and margin requirements, restrictions on +leveraged lending or other business practices, reporting +requirements, requirements relating to recovery and +resolution planning, tax burdens and compensation +restrictions, that are imposed on a limited subset of financial +institutions (whether based on size, method of funding, +activities, geography or other criteria), compliance with these +new laws or regulations, or changes in the enforcementof +existing laws or regulations, could adversely affect our ability +to compete effectively with other institutions that are not +affected in the same way. In addition, regulation imposed on +financial institutions or market participants generally, such +as taxes on stock transfers, share repurchases and other +financial transactions, could adversely impact levels of +market activity more broadly, and thus impact our +businesses. Changes to lawsor regulations, such as tax laws, +could also have a disproportionate impact on us, based on +the way those laws or regulations are applied to financial +services and financial firms or due to our corporate structure +or where or how weprovide theseservices. +These developments could impact our profitability in the +affected jurisdictions, or evenmake it uneconomic for us to +continue to conduct all or certain of our businesses in those +jurisdictions, or could cause us to incur significant costs +associated with changing our business practices, restructuring +our businesses, moving all or certain of our businesses and +our employees to other locations or complying with +applicable capital requirements, including reducing dividends +or share repurchases, liquidating assets or raising capital in a +manner that adversely increases our funding costs or +otherwise adversely affectsour shareholders and creditors. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +46 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_69.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..79bf7f697d7763f6dd4a9d6ba56032c7c06446e6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_69.txt @@ -0,0 +1,83 @@ +U.S. and non-U.S. regulatory developments, in particular the +Dodd-Frank Act and Basel III, have significantly altered the +regulatory framework within which we operate and have +adversely affected and may in the future adversely affect our +profitability. Among the aspects of theDodd-Frank Act that +have affected or may in the future affect our businesses are: +increased capital, liquidity and reporting requirements; +limitations on activities in whichwe may engage; increased +regulation of and restrictions on OTC derivativesmarkets +and transactions; limitations on incentive compensation; +limitations on affiliate transactions; requirements to +reorganize or limit activities in connectionwith recovery and +resolution planning; increased deposit insurance assessments; +and increased standards of care for broker-dealers and +investment advisers in dealingwith clients. The +implementation of higher capital requirements, more +stringent requirements relating to liquidity, long-termdebt +and total loss-absorbing capacity and the prohibition on +proprietary trading and the sponsorship of, or investment in, +covered funds by the Volcker Rule may continue to adversely +affect our profitability and competitive position, particularly +if these requirements do not apply equally to our competitors +or are not implemented uniformly across jurisdictions. The +July 2023 proposal from the U.S. federal bank regulatory +agencies to implement the Basel Committee’s finalization of +the post-crisis regulatory capital reforms would raise our +capital requirements, if adopted as proposed. Wemay also +become subject to higher and more stringent capital and +other regulatory requirements as a result of the +implementation of future Basel Committee standards. See +"Business — Regulation — Banking Supervision and +Regulation — Risk-Based Capital Ratios” in Part I, Item 1of +this Form 10-K for further information about proposed +regulatory requirements. +As described in “Business — Regulation — Banking +Supervision and Regulation — Risk-Based CapitalRatios” in +Part I, Item 1 of this Form 10-K, the SCB has replaced the +capital conservation buffer under the Standardized Capital +Rules and resulted in higher Standardized capital ratio +requirements. Failure to comply with these requirements +could limit our ability to, among other things, repurchase +shares, pay dividends and make certain discretionary +compensation payments. In addition, if we are required to +resubmit our capital plan, we generallymay not make capital +distributions, such as share repurchases or dividends, without +the prior approval of the FRB. Dividends and repurchases are +also subject to oversight by the FRB, which can result in +limitations. Limitations on our ability to make capital +distributions could, amongother things, prevent us from +returning capital to our shareholders and impact our return +on equity. Additionally, as a G-SIB, we are subject to the +G-SIB surcharge. Our G-SIB surcharge is updated annually +based on financial data from the prior year. Expansion of our +businesses, growth in our balance sheet and increased +reliance on short-term wholesale funding have resulted in +increases and in the future may result in further increases in +our G-SIB surcharge and a corresponding increase in our +capital requirements. The July 2023 proposal from the FRB +would introduce additional granularity in the surcharge +buckets and increase the amount of financial data used in the +calculation of the G-SIB surcharge based on averages over the +year, as opposed to period-end values, which could increase +our G-SIB surcharge. +We are also subject to laws and regulations, such as the +GDPR and the California Consumer PrivacyAct, relatingto +the privacy of the information of clients, employees or others, +and any failure to comply with these laws and regulations +could expose us to liability and/or reputational damage.As +new privacy-related laws andregulations are implemented, +the time and resources needed for us to comply with such +laws and regulations, as well as our potential liability for +non-compliance and reporting obligations in the case of data +breaches, maysignificantly increase. +In addition, our businesses are increasingly subject to laws +and regulations relating to surveillance, encryption and data +on-shoring in the jurisdictions in which we operate. +Compliance with these laws and regulations may require us +to change our policies, procedures and technology for +information security, which could, among other things, make +us more vulnerable to cyber attacks and misappropriation, +corruption or lossof information or technology. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 47 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_7.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..451f59e5919ead8d84b9bcb7cdd07cb51a6f4cd8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_7.txt @@ -0,0 +1,5 @@ +David Solomon +5 + “2023 was a year +of execution for +Goldman Sachs.” \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_70.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..3c348215ea482e312a6fbd54a4edd450593d92b9 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_70.txt @@ -0,0 +1,86 @@ +Our consumer-oriented deposit-taking and credit card +businesses subject us to numerous additional regulations in +the jurisdictions in which these businesses operate.Not only +are these regulations extensive, but they involve types of +regulations and supervision, aswell as regulatory compliance +risks, that have not historically applied to us. The levelof +regulatory scrutiny and the scope of regulations affecting +financial interactions with consumers is oftenmuch greater +than that associated with doing businesswith institutions and +high-net-worth individuals. Complyingwith these regulations +is time-consuming, costly and presents new and increased +risks. +Our expansion into consumer-oriented activities resulted ina +change to GS Bank USA’s CRA requirements in 2023, such +that GS Bank USA is no longer assessed as a “wholesale +bank” for CRA compliance purposes and, instead, is assessed +pursuant to a strategic plan. Any failure to comply with +different or expanded CRA requirements as a result of this +change in assessment methods could negatively impact GS +Bank USA’s CRA ratings, cause reputational harm and result +in limits on our ability to make future acquisitions or engage +in certain new activities. +Increasingly, regulators and courts have sought to hold +financial institutions liable for the misconduct of their clients +where they have determined that the financial institution +should have detected that the client was engaged in +wrongdoing, even though the financial institution had no +direct knowledge of the activities engaged in by its client. +Regulators and courts have also increasingly found liability +as a “control person” for activities of entities in which +financial institutions or funds controlled by financial +institutions have an investment, but which they do not +actively manage. In addition, regulators and courts continue +to seek to establish “fiduciary” obligations to counterparties +to which no such duty hadbeen thought to exist. Tothe +extent that such efforts are successful, the cost of, and +liabilities associated with, engaging in brokerage, clearing, +market-making, primefinancing, investing and other similar +activities could increase significantly. To the extent that we +have fiduciary obligations in connection with acting as a +financial adviser or investment adviser or in other roles for +individual, institutional, sovereign or investment fund clients, +any breach, or even an alleged breach, of such obligations +could have materially negative legal, regulatory and +reputational consequences. +For information about the extensive regulation to which our +businesses are subject, see “Business — Regulation” in PartI, +Item 1 of this Form 10-K. +A failure to appropriately iden tify and address +potential conflicts of interest could adversely affect +our businesses. +Due to the broad scope of ourbusinesses and our client base, +we regularly address potential conflicts of interest, including +situations where our services to a particular client or our own +investments or other interests conflict, or are perceived to +conflict, with the interests of that client or another client,as +well as situations where one ormore of our businesses have +access to material non-public information that may notbe +shared with our other businesses and situations where we +may be a creditor of an entity with which we also have an +advisory or otherrelationship. +In addition, our status as a BHC subjects us to heightened +regulation and increased regulatory scrutiny by the FRB with +respect to transactions between GS Bank USA and its +subsidiaries and entities that are or could be viewed as +affiliates of ours and, under the Volcker Rule, transactions +between us and covered funds. +We have extensive procedures and controls that are designed +to identify and address conflicts of interest, including those +designed to prevent the improper sharing of information +among our businesses. However, appropriately identifying +and dealing with conflicts of interest is complex and difficult, +and our reputation, which is one of our most important +assets, could be damaged and the willingness of clients to +enter into transactions withus may be adversely affected if +we fail, or appear to fail, to identify, disclose and deal +appropriately with conflicts of interest. In addition, potential +or perceived conflicts could give rise to litigation or +regulatory enforcement actions. Additionally, our One +Goldman Sachs initiative, as well as the alignment of our +businesses, aim to increase collaboration among our +businesses, which may increase the potential for actual or +perceived conflicts of interest and improper information +sharing. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +48 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_71.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..26198a546944574aa24f511ed7772f3b72c30f80 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_71.txt @@ -0,0 +1,88 @@ +We may be adversely affected by increased +governmental and regulatory scrutiny or nega tive +publicity. +Governmental scrutiny from regulators, legislative bodies +and law enforcement agencieswith respect to matters relating +to compensation, our business practices, our past actions and +other matters remains at high levels. Political and public +sentiment regarding financial institutions has in the past +resulted and may in the future result in a significant amount +of adverse press coverage, as well as adverse statements or +charges by regulators or other government officials. Press +coverage and other public statements that assert some form +of wrongdoing (including, in some cases, press coverage and +public statements that do not directlyinvolve us) often result +in some type of investigation by regulators, legislators and +law enforcement officials or in lawsuits. +Responding to these investigations and lawsuits, regardlessof +the ultimate outcome of the proceeding, is time-consuming +and expensive and can divert the time and effort of our senior +management from our business. Penalties and fines soughtby +regulatory authorities have increased substantially and +certain regulators have been more likely in recent years to +commence enforcement actions or to support legislation +targeted at the financial services industry. Governmental +authorities may also be more likely topursue criminal or +other actions, including seeking admissions ofwrongdoing or +guilty pleas, in connection with the resolution of an inquiry +or investigation to the extent a company is viewed as having +previously engaged in criminal, regulatory or other +misconduct. Adverse publicity, governmental scrutiny and +legal and enforcement proceedings can also have a negative +impact on our reputation and on the morale and performance +of our employees, which could adversely affect our businesses +and results of operations. Further, we are subject to +regulatory settlements, orders and feedback that require +significant remediation activities and enhancements to +existing controls, systems and procedures,which has required +and will require us to commit significantresources, including +hiring, as well as testing the operation and effectivenessof +new controls, policies and procedures. The failure to +complete these remediation activities in a timely manner +could lead to higher operating expenses, reputational damage +and other negative consequences. +The financial services industry generally and our businesses +in particular have been subject to negative publicity. Our +reputation and businesses may be adversely affected by +negative publicity or information regarding our businesses +and personnel, whether or not accurate or true, that maybe +posted on social media or other internet forums or published +by news organizations. Postings on these types of forums may +also adversely impact risk positions of our clients and other +parties that owe us money, securities or other assets and +increase the chance that they will not perform their +obligations to us or reduce the revenues we receive from their +use of our services. The speed and pervasiveness with which +information can be disseminated through these channels, in +particular social media, maymagnify risks relating to +negative publicity. +The rapid dissemination of negative information through +social media, in part, is believed to have led to the collapse of +Silicon Valley Bank (SVB). SVB suffered a level of deposit +withdrawals within a time period not previously experienced +by a financial institution. We could also be subject to rapid +deposit withdrawals or other outflows as a result of negative +social media postsor other negativepublicity. +Substantial civil or criminal liability or significant +regulatory action against us could have material +adverse financial effects or cause us significant +reputational harm, which in turn could seriously harm +our business prospects. +We face significant legal risks in our businesses, and the +volume of claims and amount of damages and penalties +claimed in litigation and regulatory proceedings against +financial institutions remainhigh. SeeNotes 18 and 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K for information about certain of our legal and +regulatory proceedings and investigations. We have seen legal +claims by consumers and clients increase in a market +downturn and employment-related claims increase following +periods in which we have reduced our headcount. +Additionally, governmental entities have been plaintiffs and +are parties in certain of our legal proceedings, and we may +face future civil or criminal actions or claims by the sameor +other governmental entities, as well as follow-on civil +litigation that is often commenced after regulatory +settlements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 49 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_72.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..6bbeefe19a4871ebeb4661bbcb5fd94721378ac5 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_72.txt @@ -0,0 +1,95 @@ +Significant settlements by large financial institutions, +including, in some cases, us,with governmental entities have +become common. The trend of large settlements with +governmental entities may adversely affect the outcomes for +other financial institutions, including, in some cases, us, in +similar actions, especially where governmental officials have +announced that the large settlementswill be used as the basis +or a template for other settlements. The uncertain regulatory +enforcement environment makes it difficult to estimate +probable losses, which can lead to substantial disparities +between legal reserves and subsequent actual settlements or +penalties. +Claims of collusion or anti-competitive conduct have become +more common. Financial institutions (including us) have been +subject to civil cases and investigatory demands relating to +alleged bid-rigging, group boycotts or other anti-competitive +practices. Antitrust laws generally provide for joint and +several liability and treble damages. These claims have +resulted in significant settlements and fines in the past and +may do so in the future. +We are subject to laws and regulationsworldwide, including +the FCPA and the U.K. Bribery Act, relating to corrupt and +illegal payments to, and hiring practices with regard to, +government officials and others. Violation of these or similar +laws and regulations have in the past resulted in and could in +the future result in significant monetary penalties. Such +violations could also result in severe restrictions on our +activities and damage to our reputation. +Certain law enforcement authorities have recently required +admissions of wrongdoing, and, in some cases, criminal +pleas, as part of the resolutions of matters brought against +financial institutions or their employees. See for example, +“1MDB-Related Matters” in Note 27 to the consolidated +financial statements in Part II, Item 8 of this Form 10-K. Any +such resolution of a criminal matter involving us or our +employees could lead to increased exposure to civil litigation, +could adversely affect our reputation, could result in +penalties or limitations on our ability to conduct our +activities generally or in certain circumstances and could have +other negative effects. Further, as a result of this typeof +settlement, we are no longer a “well-known seasoned issuer,” +which places limitations on the manner in which we can +market our securities. +In conducting our businesses around the world, we +are subject to political, legal, regulatory and other +risks that areinherent in operating in many countries. +In conducting our businesses and supporting our global +operations, we are subject to risks of possible nationalization, +expropriation, price controls, capital controls, exchange +controls, communications andother content restrictions, and +other restrictive governmental actions. For example, +sanctions have been imposed by the U.S. and the E.U.on +certain individuals and companies in Russia andVenezuela. +In many countries, the laws and regulations applicable to the +securities and financial services industries and many of the +transactions in which we are involved are uncertain and +evolving, and it may be difficult for us to determine the exact +requirements of local laws in everymarket. We have been in +some cases subject to divergent and conflicting laws and +regulations across markets, and we are increasingly subject to +the risk that the jurisdictions in which we operate have +implemented or may implement laws and regulations that +directly conflict with those of another jurisdiction. Any +determination by local regulators that we have not acted in +compliance with the application of local laws in a particular +market or our failure to develop effective working +relationships with local regulators could have a significant +and negative effect not only on our businesses in that market, +but also on our reputation generally. Further, in some +jurisdictions a failure, or alleged failure, to comply with laws +and regulations has subjected andmay in the future subject +us and our personnel not only to civil actions, but also +criminal actions and other sanctions. We are also subjectto +the enhanced risk that transactions we structure might not be +legally enforceable in all cases. +While business and other practices throughout the world +differ, our principal entities are subject in their operations +worldwide to rules and regulations relating to corrupt and +illegal payments, hiring practices andmoney laundering, as +well as laws relating to doing business with certain +individuals, groups and countries, such as the FCPA, the BSA +and the U.K. Bribery Act. While we have invested and +continue to invest significant resources in training and in +compliance monitoring, the geographical diversity of our +operations, employees, clients and consumers, as well as the +vendors and other third parties that we deal with, greatly +increases the risk that we may be found in violation of such +rules or regulationsand anysuch violation could subject us to +significant penalties or adversely affect our reputation. See +for example, “1MDB-RelatedMatters” in Note 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +50 Goldman Sachs 2023 Form 10-K +The secret object #5 is a "candle". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_73.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..39e988082e60034c933d3cc6400bd3c278d2ce1b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_73.txt @@ -0,0 +1,83 @@ +In addition, there have been a number of highly publicized +cases around theworld, involving actual or alleged fraudor +other misconduct by employees in the financial services +industry, and we have had and may in the future have +employee misconduct. This misconduct has included and +may also in the future include intentional efforts to ignoreor +circumvent applicable policies, rules or procedures or +misappropriation of funds and the theft of proprietary +information, including proprietary software. It is not always +possible to deter or prevent employee misconduct and the +precautions we take to prevent and detect this activity have +not been and may not be effective in all cases, as reflected by +the settlements relatingto 1MDB. +The application of regulatory strategies and +requirements in the U.S. and in non-U.S. jurisdictions +to facilitate the orderly resolution of large financial +institutions could create greater risk of loss for Group +Inc.’s security holders. +As described in “Business — Regulation — Banking +Supervision and Regulation — Insolvency of an IDI or a +BHC,” if the FDIC is appointed as receiver underOLA, the +rights of Group Inc.’s creditorswould be determined under +OLA, and substantial differences exist in the rights of +creditors between OLA and the U.S. Bankruptcy Code, +including the right of the FDIC under OLA to disregard the +strict priority of creditor claims in some circumstances, which +could have a material adverse effect on our debtholders. +The FDIC has announced that a single point of entry strategy +may be a desirable strategy under OLA to resolve a large +financial institution in a manner thatwould, among other +things, impose losses on shareholders, debtholders and other +creditors of the top-tier BHC (in our case,Group Inc.), while +the BHC’s subsidiaries may continue to operate. It is possible +that the application of the single point of entry strategy under +OLA, in which Group Inc. would be the only entity to enter +resolution proceedings (and its material broker-dealer, bank +and other operating entities would not enter resolution +proceedings), would result in greater losses to Group Inc.’s +security holders (including holders of our fixed rate, floating +rate and indexed debt securities), than the losses that would +result from the application of a bankruptcy proceeding or a +different resolution strategy, such as a multiple point of entry +resolution strategyfor Group Inc. and certain of itsmaterial +subsidiaries. +Assuming Group Inc. entered resolution proceedings and +support from Group Inc. orother resources available to its +subsidiaries was sufficient to enable the subsidiaries to +remain solvent, losses at the subsidiary level would be +transferred to Group Inc. and ultimately borne by Group +Inc.’s security holders, third-party creditors of Group Inc.’s +subsidiaries would receive full recoveries on their claims, and +Group Inc.’s security holders (including our shareholders, +debtholders and other unsecured creditors) could face +significant and possibly complete losses. In that case, Group +Inc.’s security holders would face losses while the third-party +creditors of Group Inc.’s subsidiaries would incur no losses +because the subsidiaries would continue to operate and +would not enter resolution or bankruptcy proceedings. In +addition, holders of Group Inc.’s eligible long-term debt and +holders of Group Inc.’s otherdebt securities could face losses +ahead of its other similarly situated creditors in a resolution +under OLA if the FDIC exercised its right, described above, +to disregard thepriority of creditor claims. +OLA also provides the FDIC with authority to cause +creditors and shareholders of the financial company in +receivership to bear losses before taxpayers are exposed to +such losses, and amounts owed to the U.S. government would +generally receive a statutory payment priority over the claims +of private creditors,including senior creditors. +In addition, under OLA, claims of creditors (including +debtholders) could be satisfied through the issuance of equity +or other securities in a bridge entity to which Group Inc.’s +assets are transferred. If such a securities-for-claims exchange +were implemented, there can be no assurance that the value +of the securities of the bridge entity would be sufficient to +repay or satisfy all or any part of the creditor claims for +which the securities were exchanged. While the FDIChas +issued regulations to implementOLA, not all aspects of how +the FDIC might exercise this authority are known and +additional rulemaking ispossible. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 51 +The secret transportation is an "airplane". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_74.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..d412a6426481204cd3b2174c67fd03ae745d058a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_74.txt @@ -0,0 +1,97 @@ +In addition, certain jurisdictions, including the U.K. and the +E.U., have implemented resolution regimes to provide +resolution authorities with the ability to recapitalize a failing +entity by writing down its unsecured debt or converting its +unsecured debt into equity. Such “bail-in” powers are +intended to enable the recapitalization of a failing institution +by allocating losses to its shareholders and unsecured +debtholders. For example, the Bank of England requiresa +certain amount of intercompany funding thatwe provide to +our material U.K. subsidiaries to contain a contractual trigger +to expressly permit the Bank of England to exercise such +“bail-in” powers in certain circumstances. If the +intercompany funding we provide to our subsidiaries is +“bailed in,” Group Inc.’s claims on its subsidiaries would be +subordinated to the claims of the subsidiaries’ third-party +creditors or written down. U.S. regulators are considering +and non-U.S. authorities have adopted requirements that +certain subsidiaries of large financial institutions maintain +minimum amounts of total loss-absorbing capacity that +would pass losses up from the subsidiaries to the top-tier +BHC and, ultimately, to security holders of the top-tier BHC +in the event of failure. +The application of Group Inc.’s proposed resolution +strategy could result in greater losses for Group Inc.’s +security holders. +In our resolutionplan, Group Inc. wouldbe resolved under +the U.S. Bankruptcy Code. The strategy described in our +resolution plan is a variant of the single point of entry +strategy: Group Inc. and Goldman Sachs Funding LLC +(Funding IHC), a wholly-owned, direct subsidiary of Group +Inc., would recapitalize and provide liquidity to certainmajor +subsidiaries, including through the forgiveness of +intercompany indebtedness, the extension of thematurities of +intercompany indebtedness and the extension of additional +intercompany loans. If this strategywere successful, creditors +of some or all of Group Inc.’s major subsidiaries would +receive full recoveries on their claims, while Group Inc.’s +security holders could face significant and possibly complete +losses. +To facilitate the execution of our resolution plan, we formed +Funding IHC. In exchange for an unsecured subordinated +funding note and equity interest, Group Inc. transferred +certain intercompany receivables and substantially all of its +GCLA to Funding IHC, and agreed to transfer additional +GCLA above prescribed thresholds. +We also put in place a Capital and Liquidity Support +Agreement (CLSA) among Group Inc., Funding IHCand our +major subsidiaries. Under the CLSA, Funding IHC has +provided Group Inc. with a committed line of credit that +allows Group Inc. to draw sufficient funds to meet its cash +needs during the ordinary course of business. In addition, if +our financial resources deteriorate so severely that resolution +may be imminent, (i) the committed line of credit will +automatically terminate and the unsecured subordinated +funding note will automatically be forgiven, (ii) all +intercompany receivables owed by themajor subsidiaries to +Group Inc. will be transferred to Funding IHC or their +maturities will be extended to fiveyears, (iii) Group Inc. will +be obligated to transfer substantially all of its remaining +intercompany receivables and GCLA (other than an amount +to fund anticipated bankruptcy expenses) to Funding IHC, +and (iv) Funding IHC will be obligated to provide capital and +liquidity support to themajor subsidiaries. Group Inc.’s and +Funding IHC’s obligations under the CLSA are secured +pursuant to a related security agreement. Such actions would +materially and adversely affect Group Inc.’s liquidity.As a +result, during a period of severe stress, Group Inc. might +commence bankruptcy proceedings at an earlier time than it +otherwise would if the CLSA and related security agreement +had not been implemented. +If Group Inc.’s proposed resolution strategy were successful, +Group Inc.’s security holders could face losses while the +third-party creditors of Group Inc.’smajor subsidiaries +would incur no losses because those subsidiaries would +continue to operate and not enter resolution or bankruptcy +proceedings. As part of the strategy, Group Inc. could also +seek to elevate the priority of its guarantee obligations +relating to its major subsidiaries’ derivative contracts or +transfer them to another entity so that cross-default and early +termination rights would be stayed under the ISDA +Protocols, as applicable, which would result in holders of +Group Inc.’s eligible long-term debt and holders of Group +Inc.’s other debt securities incurring losses ahead of the +beneficiaries of those guarantee obligations. It is also possible +that holders of Group Inc.’s eligible long-term debt and other +debt securities could incur losses ahead of other similarly +situated creditorsof Group Inc.’s major subsidiaries. +If Group Inc.’s proposed resolution strategy were not +successful, Group Inc.’s financial condition would be +adversely impacted and Group Inc.’s security holders, +including debtholders, may as a consequence be in a worse +position than if the strategy had not been implemented. In all +cases, any payments to debtholders are dependent on our +ability to make such payments and are therefore subject to +our credit risk. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +52 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_75.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..169c8529c06c315efe619b18b04952b7f0c2389a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_75.txt @@ -0,0 +1,74 @@ +As a result of our recovery and resolution planning processes, +including incorporating feedback from our regulators, we +may incur increased operational, funding or other costs and +face limitations on our ability to structure our internal +organization or engage in internalor external activities ina +manner that we may otherwise deem most operationally +efficient. +Our commodities activities, particularly our physical +commodities activit ies, su bject us to extensive +regulation and involve certain potential risks, +including environmental, reputational and other risks +that may expose us to significant liabilities and costs. +As part of our commodities business,we purchase and sell +certain physical commodities, arrange for their storage and +transport, and engage in market making of commodities. The +commodities involved in these activities may include crude +oil, refined oil products, natural gas, liquefied natural gas, +electric power, agricultural products, metals (base and +precious), minerals (including unenriched uranium), emission +credits, coal, freight and related products and indices. +We make investments in and finance entities that engage in +the production, storage and transportation of numerous +commodities, including many of the commodities referenced +above. +These activities subject us and/or the entities in which we +invest to extensive and evolving federal, state and local +energy, environmental, antitrust and other governmental +laws and regulations worldwide, including environmental +laws and regulations relating to, among others, air quality, +water quality, waste management, transportation of +hazardous substances, natural resources, site remediation and +health and safety. Additionally, rising climate change +concerns have led to additional regulation, regulatory +scrutinyand disclosure obligations that have increased and +could further increase the operating costs and could adversely +affect the profitability of certain of our investments and +activities. +There may be substantial costs in complyingwith current or +future laws and regulations relating to our commodities- +related activities and investments. Compliance with these +laws and regulations requires significant commitments of +capital toward environmental monitoring, renovation of +storage facilities or transport vessels, payment of emission +fees and carbon or other taxes, and application for, and +holding of, permitsand licenses. +Commodities involved in our intermediation activities and +investments are also subject to the risk of unforeseen or +catastrophic events, which are likely to be outside of our +control, including those arising from the breakdown or +failure of transport vessels, storage facilities or other +equipment or processes or other mechanical malfunctions, +fires, leaks, spills or release of hazardous substances, +performance below expected levels of output or efficiency, +terrorist attacks, extreme weather events or other natural +disasters or other hostile or catastrophic events. In addition, +we rely on third-party suppliers or service providers to +perform their contractual obligations and any failure on their +part, including the failure to obtain raw materials at +reasonable prices or to safely transport or store commodities, +could expose us to costs or losses. Also, while we seek to +insure against potential risks, we do not have insurance to +cover some of these risks and the insurance that we have may +be inadequate to coverour losses. +The occurrence of any of such eventsmay prevent us from +performing under our agreements with clients, may impair +our operations or financial results and may result in +litigation, regulatory action, negative publicity or other +reputational harm. +We have made changes to andmay also be required to divest +or discontinue certain of these activities for regulatory or +legal reasons or due to the transition to a less carbon- +dependent economy inresponse to climate change. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 53 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_76.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..f810a868511532ffe0fae46b82b02f891104bea3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_76.txt @@ -0,0 +1,85 @@ +Competition +Our resu lts have been an d may in the future be +adversely affected by the composition of our client +base. +Our client base is not the same as that of our major +competitors. Our businesses may have a higher or lower +percentage of clients in certain industries ormarkets than +some or all of our competitors. Therefore, unfavorable +industry developments or market conditions affecting certain +industries or markets have resulted in the past andmay result +in the future in our businesses underperforming relativeto +similar businesses of a competitor if our businesses havea +higher concentration of clients in such industries ormarkets. +For example, our market-making businesses have a higher +percentage of clients with actively managed assets than some +of our competitors and such clients have in the past been and +may in the future be disproportionately affected by low +volatility. +Correspondingly, favorable or simply less adverse +developments or market conditions involving industries or +markets in a business where we have a lower concentration +of clients in such industry or market have also resulted in the +past and may result in the future in our underperforming +relative to a similar business of a competitor that has a higher +concentration of clients in such industry or market. For +example, we have a smaller corporate client base in our +market-making businesses than some of our peers and +therefore those competitors may benefit more from increased +activity by corporate clients. Similarly, we have not +historically engaged in retail equities intermediation to the +same extent as other financial institutions,which has in the +past affected and could in the future adversely affect our +market share in equities execution. +The financial services industry is highly competitive. +The financial services industry and all of our businesses are +intensely competitive, and we expect them to remain so. We +compete on the basis of a number of factors, including +transaction execution, our products and services, innovation, +reputation, creditworthiness and price. There has been +substantial consolidation and convergence among companies +in the financial services industry. This has hastened the +globalization of the securities and other financial services +markets. As a result, we have had to commit capital to +support our international operations and to execute large +global transactions. As we have expanded into new business +areas and new geographic regions, we have faced competitors +with more experience and more established relationships +with clients, regulators and industry participants in the +relevant market, which could adversely affect our ability to +expand our businesses. +Governments and regulators have adopted regulations, +imposed taxes, adopted compensation restrictions or +otherwise put forward various proposals that have impacted +or may impact our ability to conduct certain of our +businesses in a cost-effectivemanner or at all in certain or all +jurisdictions, including proposals relating to restrictions on +the type of activities in which financial institutions are +permitted to engage. These or other similar rules, manyof +which do not apply to all our U.S. or non-U.S. competitors, +could impact our ability tocompete effectively. +Pricing and other competitive pressures in our businesses +have continued to increase,particularly in situations where +some of our competitors may seek to increase market share +by reducing prices. For example, in connection with +investment banking and other assignments, in response to +competitive pressure we have experienced, we have extended +and priced credit at levels that in some cases have not fully +compensated us forthe risks weundertook. +The financial services industry is highly interrelated in thata +significant volume of transactions occur among a limited +number of members of that industry. Many transactions are +syndicated to other financial institutions, and financial +institutions are often counterparties in transactions.This has +led to claims by other marketparticipants and regulators that +such institutions have colluded in order to manipulate +markets or market prices, including allegations that antitrust +laws have been violated. While we have extensive procedures +and controls that are designed to identify and prevent such +activities, they may not be effective. Allegations of such +activities, particularly by regulators, can have a negative +reputational impact and can subject us to large fines and +settlements, and potentially significant penalties, including +treble damages. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +54 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_78.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..6259c8a3a853d6034a24ca7717355ec3f6886f24 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_78.txt @@ -0,0 +1,102 @@ +Our operating expenses andefficiency ratio depend, in part, +on our overall headcount and the proportion of our +employees located in strategic locations. Our future human +capital resource requirements and the benefits providedby +strategic locations are uncertain, andwe may not realize the +benefits we anticipate. +Market Developments and General Business +Environment +Our businesses, financial condition, liquidity and +results of operations have been and may in the future +be adversely affected by unforeseen or catastrophic +events, including pandemics, terrorist attacks, wars, +extreme weather events or other natural disasters. +The occurrence of unforeseen or catastrophic events, +including pandemics or otherwidespread health emergencies +(or concerns over the possibility of such an emergency), +terrorist attacks, wars, extremeweather events, solar events +or other natural disasters, could adversely affect our business, +financial condition, liquidity and results of operations. These +events couldhave such effects through economic or financial +market disruptions or challenging economic or market +conditions more generally, the deterioration of our +creditworthiness or that of our counterparties, changes in +consumer sentiment and consumer borrowing, spending and +savings patterns, liquidity stress, or operational difficulties +(such as travel limitations and limitations on occupancy in +our offices) that impair our ability to manage our businesses. +Climate change could disrupt our businesses an d +adversely affect cl ient activity levels an d the +creditworthiness of our clients and counterparties, +and our actual or perceived action orinaction relating +to climate change could result in damage to our +reputation. +Climate change may cause extreme weather events that +disrupt operations at one or more of our primary locations, +which may negatively affect our ability to service and interact +with our clients, adversely affect the value of our +investments, including our real estate investments, andreduce +the availability or increase the cost of insurance. Climate +change and the transition to a less carbon-dependent +economy may also have a negative impact on the operations +or financial condition of our clients and counterparties, +which may decrease revenues from those clients and +counterparties and increase the credit risk associated with +loans and other credit exposures to those clients and +counterparties. In addition, climate change may impact the +broader economy. +We are also exposed to risksresulting from changes in public +policy, laws and regulations, or market and public +perceptions and preferences in connection with the transition +to a less carbon-dependent economy. These changes could +adversely affect our business, results of operations and +reputation. For example, our reputation and client +relationships may be damaged as a result of our or our +clients’ involvement in, or decision not to participate in, +certain industries or projects perceived to be associated with +causing or exacerbating climate change, as well as any +decisions we make to continue to conduct or change our +activities in response to considerations relating to climate +change. If we are unable to achieve our objectives relating to +climate change or our response to climate change is perceived +to be ineffective, insufficient or otherwise inappropriate, our +business, reputation and efforts to recruit and retain +employees maysuffer. +New regulations or guidance relating to climate change,as +well as the perspectives of government officials, regulators, +shareholders, employees and other stakeholders regarding +climate change, may affect whether and on what terms and +conditions we engage in certain activities or offer certain +products. Federal and state, and non-U.S. banking regulators +and supervisory authorities, shareholders and other +stakeholders have increasingly viewed financial institutions +as playing an important role in helping to address risks +related to climate change, both directly and with respect to +their clients, whichmay result in financial institutions coming +under increased requirements and expectations regarding the +disclosure and management of their climate risks and related +lending, investment and advisory activities. For example, in +2023 we participated in a pilot climate scenario analysis +exercise conducted by the FRB. We are also subject to +interagency guidance jointly issued by the FRB, FDIC, and +OCC in October 2023 regarding principles for climate-related +financial risk management for large financial institutions. In +addition, in December 2022, the NYDFS issued proposed +guidance on the management ofmaterial financial risks from +climate change, which would apply to New York State- +regulated banking and mortgage institutions, includingGS +Bank USA. In the E.U., the CSRD will become effective +beginning with year-end 2024 reporting. TheCSRD expands +the scope of ESG disclosure required under E.U. rules.These +regulations, guidance and expectations, as well as any +additional or heightened requirements, could result in +increased regulatory, compliance or other costs or higher +capital requirements. The risks associated with, and the +perspective of regulators, shareholders, employees and other +stakeholders regarding, climate change are continuing to +evolve rapidly, which can make it difficult to assess the +ultimate impact on us of climate change-related risks and +uncertainties, but we expect that climate change-related risks +will increase over time. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +56 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_79.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..4db3f9eeb657898d7bca940893a71decb1bdfcda --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_79.txt @@ -0,0 +1,65 @@ +Our business, financial condition, liquidity and results +of operations ha ve been adversely affected by +disruptions in the global economy causedby conflicts, +and related sanctions and other developments. +The conflict between Russia and Ukraine has negatively +affected the global economy.Governments around the world +have responded to Russia’s invasion by imposing economic +sanctions and export controls on certain industry sectors, +including price caps on Russian oil, and on Russian +businesses and persons. Compliancewith economic sanctions +and restrictions imposed by governments has increased our +costs and otherwise adversely affected our business andmay +continue to do so. Russia has responded with its own +restrictions against investors and countries outside Russia +and has proposed additional measures aimed at non-Russian +owned businesses. Businesses in the U.S. and globally have +experienced shortages in materials and increased costs for +transportation, energy, and raw materials due in part to the +negative effects of the conflict on the global economy. +The conflicts in the MiddleEast could also affect and harm +our business and increase market uncertainty. The impactof +these conflicts on our business and operations is uncertain +and therefore cannot be predicted. +The escalation orcontinuation of these conflicts or other +hostilities could result in, among other things, an increased +risk of cyber attacks, an increased frequency and volume of +failures to settle securities transactions, supply chain +disruptions, higher inflation, lower consumer demand and +increased volatility in commodity, currency and other +financial markets. The extent and duration of the conflicts, +sanctions and resulting market disruptions are impossibleto +predict, and the consequences for our business could be +significant. If international political instability and +geopolitical tensions continue or increase in any regionin +which we do business, our business and results of operations +could be harmed. See “Management’s Discussion and +Analysis of Financial Condition and Results of Operations — +Risk Management — Credit RiskManagement — Selected +Exposures — Country Exposures” for further information +about our credit exposure to Russia and Ukraine. +Certain of our businesses an d our funding +instruments may be adversely affected by changes in +reference rates, currencies, indexes, baskets or ETFs +to which products we offer or funding that we raise are +linked. +Many of the products that we own or that we offer, such as +structured notes, warrants, swaps or security-based swaps, +pay interest or determine the principal amount to be paid at +maturity or in the event of default by reference to rates orby +reference to an index, currency, basket, ETF or other +financial metric (the underlier). In the event that the +composition of the underlier is significantly changed, by +reference to rules governing such underlier or otherwise, the +underlier ceases to exist (for example, in the event thata +country withdraws from the Euro or links its currency to or +delinks its currency from another currency or benchmark,an +index or ETF sponsor materially alters the composition ofan +index or ETF, or stocks in a basket are delisted or become +impermissible to be included in the index or ETF), the +underlier ceases to be recognized as an acceptable market +benchmark or there are legal or regulatory constraintson +linking a financial instrument to the underlier, we may +experience adverse effects. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 57 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_8.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..71bb8c3a478cde50125db40fae718246955c700c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_8.txt @@ -0,0 +1,153 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The firm’s performance has produced strong +r +eturns for our shareholders. Over the past +five + +years, + +book + +value + +per + +share + +has + +grown + +by +appr +oximately + +50 percent, + +our + +stock + +price + +has + +risen +b +y approximately 130 percent (compared to a +peer average of approximately 60 percent) and our +quarterly dividend has more than tripled. +For 2024, we’re focused on our execution priorities, +which are highlighted in the table below. We believe +our strategic objectives and these focus areas will +help us achieve our desired outcomes: +• + T +o continue to be a trusted advisor to our clients; +• + T +o be an employer of choice for our people; and +• + T +o generate mid-teens returns through the cycle +and strong total shareholder return. +I am now hearing consistently that our strategy +has never been clearer, and I’m proud to say that’s +a direct result of everything we achieved in 2023. +In Asset & Wealth Management, we have continued +to grow our more durable revenue base. Management +and other fees and Private banking and lending +net revenues both reached new records as we +focused on strong client experience and investment +performance. +I am also proud to report that, since 2019, we have +raised over $250 billion in alternatives, surpassing +our $225 billion target a year early. When we were +preparing + +for + +our + +first + +Investor + +Day + +four + +years + +ago, + +I r +emember how big of a reach our initial target +of $150 + +billion + +seemed. + +To + +surpass + +both + +our + +original + +and our higher +, revised target one year ahead of +schedule demonstrates the power of our platform. +2024 Execution Focus Areas +• Enhanc e client experience +• + Gr +ow wallet share +• + +Drive investment +performance +• Gr ow more durable +revenue streams +• + In +vest in people & culture +• A chieve agility, scale, efficiency +and engineering excellence +• + Optimiz +e resource allocation +• + Maintain and s +trengthen focus +on risk management +~60% +Peer average stock price +increase + +over + +last + +five + +years +~130% +Goldman Sachs stock price +increase + +over + +last + +five + +years +Producing Strong +Returns for Our +Shareholders8 +The secret tool is "scissors". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_80.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..17bb48d52e7239f95da4181d3b99659ccca016be --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_80.txt @@ -0,0 +1,85 @@ +Our business, financial condition, liquidity and results +of ope rations may be adversely affected by +disruptions in the global econom y caused by +escalating tensions between the U.S. and China. +Continued or escalating tensions between the U.S. and China +have resulted in and may result in additional changes to U.S. +international trade and investment policies, which could +disrupt international trade and investment, adversely affect +financial markets, including market activity levels, and +adversely impact our revenues. Continued or escalating +tensions may also lead to the U.S., China or other countries +taking other actions, which could include the implementation +of sanctions, tariffs or foreign exchange measures, the large- +scale sale of U.S. Treasury securities or restrictions on cross- +border trade, investment or transfer of information or +technology. Any such developments could adversely affect +our or our clients’ businesses, as well as our financial +condition, liquidity and results of operations, possibly +materially. +A conflict, or concerns about a potential conflict, involving +China and Taiwan, the U.S. or other countries could +negatively impact financial markets and our or our clients’ +businesses. Trade restrictions by the U.S. or other countries +in response to a conflict or potential conflict involving China, +including financial and economic sanctions and export +controlsagainst certain organizations or individuals, or +actions taken by China in response to trade restrictions, +could negatively impact our or our clients’ ability to conduct +business in certain countries orwith certain counterparties +and could negatively impact regional and global financial +markets and economic conditions. Any of the foregoing could +adversely affect our business, financial condition, liquidity +and resultsof operations, possibly materially. +We face en hanced risks as we operate in new +locations and transact with a broader array of clients +and counterparties. +Our businesses, have in the past, andmay in the future, bring +us into contact, directly or indirectly, with individuals and +entities that are not within our traditional client and +counterparty base, expose us to new asset classes and new +markets, and present us with integration challenges. For +example, we continue to transact business and invest in new +regions, including a wide range of emerging and growth +markets, and we expect this trend to continue. Various +emerging and growth market countries have experienced +severe economic and financial disruptions, including +significant devaluations of their currencies, defaults or +threatened defaults on sovereign debt, capital and currency +exchange controls, and low ornegative growth rates in their +economies. The possible effects of any of these conditions +include an adverse impact on our businesses and increased +volatility in financialmarkets generally. +Furthermore, in a number ofour businesses, including where +we make markets, invest and lend, we own interests in, or +otherwise become affiliated with the ownership and +operation of, public services, such as airports, toll roads and +shipping ports, as well as physical commodities and +commodities infrastructure components, both within and +outside the U.S. +In our consumer-oriented activities, we have faced and +continue to face, additional compliance, legal and regulatory +risk, increased reputational risk and increased operational +risk due to, among other things, higher transaction volumes +and significantly increased retention and transmission of +consumer and client information. We are also subject to +additional legal requirements, including with respect to +suitability and consumer protection (for example,Regulation +Best Interest, fair lending laws and regulations and privacy +laws and regulations). Further, identity fraud may increase +and credit reporting practicesmay change in a manner that +makes it more difficult for financial institutions, such as us, +to evaluate the creditworthinessof consumers. +We have increased and intend to further increase our +transaction banking activities. As a result, we face additional +compliance, legal and regulatory risk, including with respect +to know-your-customer, anti-money laundering and +reporting requirements and prohibitions on transfers of +property belonging to countries, entities and individuals +subject to sanctions by U.S. or other governmental +authorities. We are making significant enhancements to +existing controls, systems and procedures to manage these +risks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +58 Goldman Sachs 2023 Form 10-K +The secret landmark is the "Colosseum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_81.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..4ebdb02bc9278fefb8a2e885f06c405d1569d756 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_81.txt @@ -0,0 +1,80 @@ +New business initiatives expose us to new and enhanced +risks, including risks associated with dealing with +governmental entities, reputational concerns arising from +dealing with different types of clients, business partners, +counterparties and investors, greater regulatory scrutiny of +these activities, increased credit-related, market, sovereign +and operational risks, risks arising from accidents or actsof +terrorism, and reputational concerns with the manner in +which certain assets are being operated or held or in which +we interact with these clients, business partners, +counterparties and investors. Legal, regulatory and +reputational risks may also exist in connectionwith activities +and transactions involving new products or markets where +there is regulatory uncertaintyor where there aredifferent or +conflicting regulations depending on the regulator or the +jurisdiction involved, particularlywhere transactions in such +products may involve multiple jurisdictions. +We have developed and pursued new business and strategic +initiatives, including acquisitions, and may continue to do so. +If and to the extent we are unable to successfully execute +those initiatives, we may incur unanticipated costs and losses, +and face other adverse consequences, such as negative +reputational effects. In addition, the actual effects of pursuing +those initiatives may differ, possibly materially, from the +benefits that we expect to realize from them, such as +generating additional revenues, achieving expense savings, +reducing operational risk exposures or using capital and +funding more efficiently. Engaging in new activities exposes +us to a variety of risks, including thatwe may be unable to +successfully develop new, competitive, efficient and effective +systems and processes, and hire and retain the necessary +personnel. Due to our lack of historical experience with +unsecured consumer lending, our loan loss assumptionsmay +prove to be incorrect and we may incur losses significantly +above those which we originally anticipated in entering the +business or in expanding the product offerings for the +business. +In recent years, we have invested, and may continue to invest, +more in businesses that we expectwill generate a higher level +of more consistent revenues. Such investments and +acquisitions may not be successful or have returns similar to +our other businesses. +We may not be able to fully realize the expected +benefits or synergies from acquisitions or other +business initiatives in the time frames we expect, or at +all. +We have engaged in selective acquisitions and may continue +to do so in the future and these acquisitions may, individually +or in the aggregate, be material to us. Any future acquisitions +could involve the issuance of common stock and/or the +payment of cash as consideration. The success of our +acquisitions will depend, inpart, on our ability to integrate +the acquired businesses and realize anticipated synergies, cost +savings and growth opportunities. For example, in the fourth +quarter of 2023, we entered into an agreement to sell +GreenSky and sold PFM, both of which we had previously +acquired, and in connection with the GreenSky disposition +incurred a write-down of intangible assets and goodwill. We +may face numerous risks and uncertainties in combining and +integrating the relevant businesses and systems, including the +need to combine or separate accounting and data processing +systems and management controls and to integrate +relationships with clients, counterparties, regulators and +others in connection with acquisitions. Integrationof +acquired businesses is time-consuming and could disrupt our +ongoing businesses, produce unforeseen regulatory or +operating difficulties, cause us to incur incremental expenses +or require incremental financial, management and other +resources. It is also possible that an acquisition, once +announced, may not close due to the failure to satisfy +applicable closing conditions, such as the receipt of necessary +shareholder or regulatory approvals. +There is no assurance that any of our acquisitions willbe +successfully integrated or yield all of the expected benefits +and synergies in the time frames that we expect, or at all. If +we are not able to integrate our acquisitions successfully, our +results of operations, financial condition and cash flows +could be adversely affected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 59 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_82.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..79bfb4c9e0559512f814682280fea9f9f5065ac5 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_82.txt @@ -0,0 +1,71 @@ +Item 1B. UnresolvedStaff Comments +There are no material unresolved written comments that +were received fromthe SEC staff 180 days or more before the +end of our fiscal year relating to our periodic or current +reports under theExchange Act. +Item 1C. Cybersecurity +See “Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Risk Management +— Cybersecurity RiskManagement” in Part II, Item 7 of this +Form 10-K for further information aboutcybersecurity. +Item 2. Properties +In the U.S. and elsewhere in the Americas, we haveoffices +consisting of approximately 6.6 million square feet of leased +and owned space. Our principal executive offices are located +at 200 West Street, New York, New York and consist of +approximately 2.1 million square feet. The building is located +on a parcel leased from Battery Park City Authority pursuant +to a ground lease. Under the lease, Battery Park City +Authority holds title to all improvements, including the office +building, subject to our right of exclusive possession and use +until June 2069, the expiration date of the lease. Under the +terms of the ground lease, we made a lump sum ground rent +payment in June 2007 of $161 million for rent through the +term of the lease. +In Europe, the Middle East and Africa, we have offices +consisting of approximately 1.9 million square feet of leased +and owned space. Our European headquarters is located in +London at Plumtree Court, consisting of approximately +826,000 square feet under a leasewhich can be terminated in +2039. +In Asia, Australia and New Zealand,we have offices +consisting of approximately 3.1 million square feet, including +our offices in India, and regional headquarters in Tokyo and +Hong Kong. In India, we have offices with approximately 1.8 +million square feet, the majority of which have leases that +will expire starting in 2028. +In the preceding paragraphs, square footage figures are +provided only for properties that are used in the operationof +our businesses. We regularly evaluate our space capacity in +relation to current and projected headcount.We may incur +exit costs in the future if we (i) reduce our space capacityor +(ii) commit to, or occupy, new properties in locations in +which we operate and dispose of existing space that had been +held for potential growth. These costs may be material to our +operating results in a given period. +Item 3. Legal Proceedings +We are involved in a number of judicial, regulatory and +arbitration proceedings concerning matters arising in +connection with the conductof our businesses. Many of these +proceedings are in early stages, andmany of these cases seek +an indeterminate amount of damages. We have estimated the +upper end of the range of reasonably possible aggregate loss +for matters where we have been able to estimate a range and +we believe, based on currently available information, that the +results of matters where we have not been able to estimatea +range of reasonably possible loss, in the aggregate, will not +have a material adverse effect on our financial condition, but +may be material to our operating results in a given period. +Given the range of litigation and investigations presently +under way, our litigation expenses may remain high. See +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Use of Estimates”in +Part II, Item 7 of this Form 10-K. SeeNotes 18 and 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K for information about our reasonably possible +aggregate loss estimate and judicial, regulatory and legal +proceedings. +Item 4. Mine Safety Disclosures +Not applicable. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +60 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_83.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..812de8237b73da690532c5e5506e3de939b2914a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_83.txt @@ -0,0 +1,59 @@ +PART II +Item 5. Market for Registrant’s +Common Equity, Related Stockholder +Matters and Issuer Purchases of Equity +Securities +The principal market on which our common stock is traded +is the NYSE under the symbol “GS.” Information relating to +the performance of our common stock from December 31, +2018 through December 31, 2023 is set forth in +“Supplemental Financial Information – Common Stock +Performance” in Part II, Item 8 of this Form 10-K. Asof +February 9, 2024, there were 5,543 holders of record of our +common stock. +The table below presents purchases made by or on behalfof +Group Inc. or any “affiliated purchaser” (as defined in Rule +10b-18(a)(3) under the Exchange Act) of our common stock +during the fourth quarter of 2023. +Total +Shares +Purchased +Average +Price Paid +Per Share +Total Shares +Purchased as +Part of a Publicly +Announced +Program +Dollar Value of +Remaining +Authorized +Repurchases +($ in millions) +October 1,666,259 $ 300.07 1,666,259 $ 24,704 +November 1,548,116 $ 322.97 1,548,116 $ 24,204 +December — — —$ 24,204 +Total 3,214,375 3,214,375 +In February 2023, our Board approved a share repurchase +program authorizing repurchases of up to $30 billion of our +common stock. This programreplaced our previous share +repurchase program and hasno set expiration or termination +date. The share repurchases are effected primarily through +regular open-market purchases (which may include +repurchase plans designed to comply with Rule 10b5-1 and +accelerated share repurchases), the amounts and timing of +which are determined primarily by our current and projected +capital position, and capital deployment opportunities, but +which may also be influencedby general market conditions +and the prevailing price and trading volumes of our common +stock. See “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — Capital +Management — Share Repurchase Program” in Part II, Item +7 of this Form 10-K forfurther information. +Information relating to compensation plans under which our +equity securities are authorized for issuance is presentedin +Part III, Item 12of this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 61 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_84.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..9805f11c428cc922bb7763c51975b42708543722 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_84.txt @@ -0,0 +1,57 @@ +Item 7. Management’s Discussion and +Analysis of Financial Condition and +Results of Operations +Introduction +The Goldman Sachs Group, Inc. (Group Inc. or parent +company), a Delaware corporation, together with its +consolidated subsidiaries, is a leading global financial +institution that delivers a broad range of financial services to +a large and diversified client base that includes corporations, +financial institutions, governments and individuals. Founded +in 1869, we are headquartered in New York andmaintain +offices in all major financial centers around the world. We +manage and report our activities in three business segments: +Global Banking & Markets, Asset & Wealth Management +and Platform Solutions. See “Results of Operations” for +further information about our business segments. +When we use the terms “we,” “us” and “our,” we mean +Group Inc. and its consolidated subsidiaries. When we use +the term “our subsidiaries,” we mean the consolidated +subsidiaries of Group Inc. References to “this Form 10-K” are +to our Annual Report on Form 10-K for the year ended +December 31, 2023. All references to “the consolidated +financial statements” or “Supplemental Financial +Information” are to Part II, Item 8 of this Form 10-K. All +references to 2023, 2022 and 2021 refer to our years ended, or +the dates, as the context requires, December 31, 2023, +December 31, 2022 and December 31, 2021, respectively. Any +reference to a futureyear refers to a year ending on December +31 of that year. Certain reclassifications have beenmade to +previously reported amounts to conform to the current +presentation. +Group Inc. is a bank holding company and a financial +holding company regulated by the Board of Governorsof the +Federal Reserve System (FRB). +In this discussion and analysisof our financial condition and +results of operations, we have included information that +constitutes “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 actionsmay differ, possibly +materially, from the anticipated results, financial condition, +liquidity and capital actions in these forward-looking +statements. Important factors that could cause our results, +financial condition, liquidity and capital actions to differ +from those in these statements include, among others, those +described in “Risk Factors” inPart I, Item1A of this Form +10-K and “Forward-LookingStatements” in Part I, Item 1 of +this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +62 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_85.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1d00757ffdbe11532b5f926fee9a4ddd34ee79c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_85.txt @@ -0,0 +1,113 @@ +These statements may relate to, among other things, (i) our +future plans and results, including our target return on +average common shareholders’ equity (ROE), return on +average tangible common shareholders’ equity (ROTE), +efficiency ratio, Common Equity Tier 1 (CET1) capital ratio +and firmwide assets under supervision (AUS) inflows, and +how they can be achieved, (ii) trends in or growth +opportunities for our businesses, including the timing, costs, +profitability, benefits and other aspects of business and +strategic initiatives and their impact on our efficiency ratio, +(iii) our level of future compensation expense, including asa +percentage of both operating expenses and net revenues, net +of provision forcredit losses, (iv) our Investment bankingfees +backlog and future results, (v)our expected interest income +and interest expense, (vi) our expense savings and strategic +locations initiatives, (vii) expenseswe may incur, including +future litigation expense, (viii) the projected growth of our +deposits and other funding, asset liability management and +funding strategies and related interest expense savings, (ix) +our business initiatives, including transaction banking, (x) +our planned 2024benchmark debt issuances, (xi) the amount, +composition and location of global core liquid assets (GCLA) +we expect to hold, (xii) our credit exposures, (xiii) our +expected provision for credit losses, (xiv) the adequacy of our +allowance for credit losses, (xv) the narrowing of our +consumer business, (xvi) the objectives and effectivenessof +our business continuity planning (BCP), information security +program, risk management and liquidity policies, (xvii) our +resolution plan and strategy and their implications for +stakeholders, (xviii) the design and effectiveness of our +resolution capital and liquidity models and triggers and alerts +framework, (xix) the results of stress tests, the effect of +changes to regulations, and our future status, activitiesor +reporting under banking and financial regulation, (xx) our +expected tax rate, (xxi) the future state of our liquidity and +regulatory capital ratios, and our prospective capital +distributions (including dividends and repurchases), (xxii) +our expected stress capital buffer (SCB) and +global +systemically important bank(G-SIB) surcharge, (xxiii) legal +proceedings, governmental investigations or other +contingencies, (xxiv) the asset recovery guarantee and our +remediation activities related to our 1Malaysia Development +Berhad settlements, (xxv) the effectiveness of our +management of our human capital, including our diversity +goals, (xxvi) our sustainability and carbon neutrality targets +and goals, (xxvii) future inflation, (xxviii) the impact of +Russia’s invasion of Ukraine and related sanctions and other +developments on our business, results and financial position, +(xxix) our ability to sell, and the terms of any proposed sales +of, Asset & Wealth Management historical principal +investments, and pending sale ofGreenSky Holdings, LLC +(GreenSky), (xxx) an agreementwith General Motors (GM) +regarding a process to transition their credit card program to +another issuer to be selected byGM, (xxxi) the impact of the +conflicts in the Middle East, (xxxii) our ability tomanage our +commercial real estate exposures, (xxxiii) the profitability of +Platform Solutions, and (xxxiv) the effectiveness of our +cybersecurity risk management process. +Executive Overview +We generated net earnings of $8.52 billion for 2023, +compared with $11.26 billion for 2022. Diluted earnings per +common share (EPS) was $22.87 for 2023, compared with +$30.06 for 2022. ROE was 7.5% for 2023, compared with +10.2% for 2022. Book value per common share was $313.56 +as of December 2023, 3.3%higher compared with December +2022. +Net revenues were $46.25 billion for 2023, 2% lower than +2022, reflecting lower net revenues in Global Banking & +Markets, largely offset by higher net revenues in Platform +Solutions and Asset & Wealth Management.The decrease in +net revenues in Global Banking & Markets, compared witha +strong prior year, reflected lower net revenues in Fixed +Income, Currency and Commodities (FICC) and lower +Investment banking fees. The increase in net revenues in +Platform Solutions reflected significantly higher net revenues +in Consumer platforms. The increase in net revenues inAsset +& Wealth Management primarily reflected higher +Management andother fees. +Provision for credit losses was $1.03 billion for 2023, +compared with $2.72 billion for 2022. Provisions for 2023 +reflected net provisions related to both the credit card +portfolio (primarily driven by net charge-offs) and wholesale +loans (primarily driven by impairments). These net +provisions were partially offset by reserve reductions of $637 +million related to the transfer of the GreenSky installment +loan portfolio to held for sale and $442million related to the +sale of substantially all of theMarcus by Goldman Sachs +(Marcus) loans portfolio. Provisions for 2022 primarily +reflected growth in the credit card portfolio, the impact of +macroeconomic and geopolitical concerns and net charge- +offs. +Operating expenses were $34.49 billion for 2023, 11%higher +than 2022, primarily due to significantly higher impairments +related to commercial real estate included in consolidated +investment entities (CIEs) ($1.46 billion recognized in 2023), a +write-down of identifiable intangible assets of $506 million +related to GreenSky and an impairment of goodwill of $504 +million related to Consumer platforms, as well as the FDIC +special assessment fee of $529million. Our efficiency ratio +(total operating expenses divided by total net revenues) was +74.6% for 2023, compared with 65.8% for2022. +During 2023, we returned a total of $9.39billion of capital to +common shareholders, including $5.80 billion of common +share repurchases and $3.59 billion of common stock +dividends. As of December 2023, our CET1 capital ratio was +14.4% under the Standardized Capital Rules and 14.9% +under the Advanced Capital Rules. See Note 20 to the +consolidated financial statements for further information +about our capitalratios. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 63 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_86.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..b33ede27edd1d30f1ec419b1c16edbd8e2d325c7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_86.txt @@ -0,0 +1,95 @@ +Business Environment +In 2023, the global economy grew, but was impacted +throughout the year by broad macroeconomic and +geopolitical concerns. Concerns about persistent inflation +and the economic outlook were somewhat eased by +improvement in inflationary measures over the course of the +year and increased expectations for a soft landing for the U.S. +economy amid a slowdown in the pace of monetary policy +tightening, both contributing to improved market sentiment. +During the early part of the year, momentum was +temporarily disrupted by stress in the banking sector, which +led to the failure of certain regional banks in the U.S. and the +combination of Switzerland’s two largest financial +institutions, resulting in a period of high interest rate +volatility before concerns subsided after regional banks +showed stability. Geopolitical stresses that carried over into +2023, including the conflict inUkraine andongoing tensions +with China, remained elevated. Additionally, the renewed +onset of conflict in the Middle East added to the uncertainty +of global stability. The above factors contributed to higher +global equity prices compared with the end of 2022 and +pressure in thecommercial realestate market. +There remains uncertainty and concerns about geopolitical +risks, global central bank policy, inflation, the commercial +real estate sector and potential increases in regulatory capital +requirements. See “Results of Operations — Segment Assets +and Operating Results — Segment Operating Results” for +further information about the operating environment for +each of our business segments. +Critical Accounting Policies +Fair Value +Fair Value Hierarchy.Trading assets and liabilities, certain +investments and loans, and certain other financial assets and +liabilities, are included in our consolidated balance sheets at +fair value (i.e., marked-to-market), with related gains or +losses generally recognized in our consolidated statementsof +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 assetsor 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 observedin +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 amarket participant +would require to arrive at fair value for factors, such as +counterparty and our credit quality, funding risk, transfer +restrictions, liquidity andbid/offer spreads. +Instruments classified in level 3 of the fair value hierarchy are +those which require one ormore significant inputs that are +not observable. Level 3 financial assets represented 1.5%as +of December 2023 and 1.8% as of December 2022of our total +assets. See Notes 4 and 5 to the consolidated financial +statements for further information about level 3 financial +assets, including changes in level 3 financial assets and related +fair value measurements. Absent evidence to the contrary, +instruments classified in level 3 of the fair value hierarchy are +initially valued at transactionprice, which is considered to be +the best initial estimate of fair value. Subsequent to the +transaction date, we use othermethodologies to determine +fair value, which vary based on the type of instrument. +Estimating the fair value of level 3 financial instruments +requires judgments tobe made. These judgments include: +• Determining the appropriate valuationmethodology and/ +or model for each typeof 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 illiquidityor counterparty credit quality. +Regardless of the methodology, valuation inputs and +assumptions are only changed when corroborated by +substantive evidence. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +64 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_87.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..0678fa35605f53891d3749b0dca3b9fbfd13143e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_87.txt @@ -0,0 +1,91 @@ +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 valuedat +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., calibrationto +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 ormore +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 functionsinclude: +• Trade Comparison.Analysis of trade data (both internal +and external, where available) is used to determine the +most relevant pricing inputs and valuations. +• External Price Comparison. Valuations and prices are +compared to pricing data obtained from third parties (e.g., +brokers or dealers, S&P Global Services, Bloomberg, ICE +Data Services, Pricing Direct, TRACE). Data obtained +from various sources is compared to ensure consistency +and validity. When broker or dealer quotations or third- +party pricing vendors are used for valuation or price +verification, greater priority is generally given to executable +quotations. +• Calibration to Market Comparables. Market-based +transactions are used to corroborate the valuation of +positions with similar characteristics, risks and +components. +• Relative Value Analyses.Market-based transactions are +analyzed to determine the similarity, measured in terms of +risk, liquidity and return, of one instrument relative to +another or, for a given instrument, of one maturity relative +to another. +• Collateral Analyses. Margin calls on derivatives are +analyzed to determine implied values,which are used to +corroborate our valuations. +• Execution of Trades.Where appropriate, market-making +desks are instructed to execute trades in order to provide +evidence of market-clearing levels. +• Backtesting. Valuations are corroborated by comparison +to values realized upon sales. +See Note 4 to the consolidated financial statements for +further informationabout fair valuemeasurements. +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 beingproperly categorized andquantified. +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 anymarket developments in pricing +theories. See “Risk Management — Model Risk +Management” for further information about the review and +validation of our valuationmodels. +Allowance for Credit Losses +We estimate and record an allowance for credit losses related +to our loans held for investment that are accounted forat +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 ona +collective basis for loans that exhibit similar risk +characteristics using a modeled approach and on an asset- +specific basis for loans that do not share similar risk +characteristics. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 65 +The secret object #4 is a "mirror". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_88.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..8cf1e0a7c71734b23267461b68967148d31cea0c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_88.txt @@ -0,0 +1,100 @@ +The allowance for credit losses takes into account the +weighted average of a range of forecasts of future economic +conditions over the expected life of the loans and lending +commitments. The expected life of each loan or lending +commitment is determined based on the contractual term +adjusted for extension options or demand features, or is +modeled in the case of revolving credit card loans. The +forecasts include baseline, favorable and adverse economic +scenarios over a three-year period. For loanswith expected +lives beyond three years, the model reverts to historical loss +information based on a non-linear modeled approach. We +apply judgment in weighting individual scenarios each +quarter based on a variety of factors, including our internally +derived economic outlook, market consensus, recent +macroeconomic conditions and industry trends. The +forecasted economic scenarios consider a number of risk +factors relevant to the wholesale and consumer portfolios. +Risk factors for wholesale loans include internal credit +ratings, industry default and loss data, expected life, +macroeconomic indicators (e.g., unemployment rates and +GDP), the borrower’s capacity to meet its financial +obligations, the borrower’s country of risk and industry, loan +seniority and collateral type. In addition, for loans backed by +real estate, risk factors include the loan-to-value ratio, debt +service ratio and home price index. The allowance for loan +losses for wholesale loans that do not share similar risk +characteristics, such as nonaccrual loans, is calculated using +the present value of expected future cash flows discountedat +the loan’s effective rate, the observable market price of the +loan, or, in the case of collateral dependent loans, the fair +value of the collateral less estimated costs to sell, if +applicable. Risk factors for installment and credit card loans +include Fair Isaac Corporation (FICO) credit scores, +delinquency status, loan vintage and macroeconomic +indicators. +The allowance for credit losses also includes qualitative +components whichallow management to reflect the uncertain +nature of economic forecasting, capture uncertainty +regarding model inputs, and account for model imprecision +and concentration risk. +Our estimate of credit losses entails judgment about +collectability at the reporting dates, and there are +uncertainties inherent in those judgments. The allowance for +credit losses is subject to a governance process that involves +review and approval by senior management within our +independent risk oversight and control functions. Personnel +within our independent risk oversight and control functions +are responsible for forecasting the economic variables that +underlie the economic scenarios that are used in themodeling +of expected credit losses. Whilewe 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 cancellableby us. +To estimate the potential impact of an adverse +macroeconomic environment on our allowance for credit +losses, we, among other things, compared the expected credit +losses under the weighted average forecast used in the +calculation of allowance for credit losses as of December +2023 (which was weighted towards the baseline and adverse +economic scenarios) to the expected credit losses under a +100% weighted adverse economic scenario. The adverse +economic scenario of the forecast model reflects a global +recession in the first quarterof 2024 through the first quarter +of 2025, resulting in an economic contraction and rising +unemployment rates. A 100% weighting to the adverse +economic scenario would have resulted in an approximate +$0.7 billion increase in our allowance for credit losses as of +December 2023. This hypothetical increase does not take into +consideration any potential adjustments to qualitative +reserves. The forecasts of macroeconomic conditions are +inherently uncertain and do not take into account any other +offsetting or correlated effects. The actual credit loss in an +adverse macroeconomic environment may differ significantly +from this estimate. See Note 9 to the consolidated financial +statements for further information about the allowance for +credit losses. +Use of Estimates +U.S. GAAP requires us to make certain estimates and +assumptions. In addition to the estimates we make in +connection with fair value measurements and the allowance +for credit losses on loans and lending commitments held for +investment and accounted for at amortizedcost, the use of +estimates and assumptions is also important in determining +the accounting for goodwill and identifiable intangible assets, +provisions for losses that may arise from litigation and +regulatory proceedings (including governmental +investigations), andaccounting forincome taxes. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +66 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_89.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..3107a510d6bdd78c251d5a0d785388f8120bf2ba --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_89.txt @@ -0,0 +1,111 @@ +Goodwill is assessed for impairment annually in the fourth +quarter or more frequently if events occur or circumstances +change that indicate an impairment may exist. When +assessing goodwill for impairment, first, a qualitative +assessment can be made to determine whether it is more +likely than not that the estimated fair value of a reporting +unit is less than its carrying value. If the results of the +qualitative assessment are not conclusive, a quantitative +goodwill test is performed. Alternatively, a quantitative +goodwill test can be performed without performing a +qualitative assessment. Estimating the fair value of our +reporting units requires judgment. Critical inputs to the fair +value estimates include projected earnings, allocated equity, +price-to-earnings multiples and price-to-bookmultiples. +There is inherent uncertainty in the projected earnings. The +carrying value of each reporting unit reflects an allocationof +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.During the second quarter of +2023, in connection with the exploration of a potential sale of +GreenSky, we performed a quantitative goodwill test and +determined that the goodwill associated with Consumer +platforms was impaired, and accordingly, recorded a $504 +million impairment. In the fourth quarter of 2023, we +performed our annual assessment of goodwill for +impairment, for each of our reporting unitswith goodwill, by +performing a qualitative assessment. Multiple factors were +assessed with respect to each of these reporting units to +determine whether it was more likely than not that the +estimated fair value of any of these reporting units was less +than its carrying value. The qualitative assessment also +considered changes since a quantitative test across all of our +reporting unitswas lastperformed in 2022. As a result of the +qualitative assessment, we determined that it was more likely +than not that the estimatedfair value of each reporting unit +with goodwill exceeded its respective carrying value. +Therefore, we determined that goodwill for each reporting +unit was not impaired and that a quantitative goodwill test +was not required. See Note 12 to the consolidated financial +statements for further information about our annual +assessment of goodwill for impairment. Ifwe experience a +prolonged or severe period of weakness in the business +environment, financial markets, the performance of oneor +more of our reporting units or our common stock price,or +additional increases in capital requirements, our goodwill +could be impaired in the future. +Identifiable intangible assets are tested for impairment when +events or changes in circumstances suggest that an asset’s or +asset group’s carrying value may not be fully recoverable. +Judgment is required to evaluate whether indications of +potential impairment have occurred, and to test identifiable +intangible assets for impairment, if required. An impairment +is recognized if the estimated undiscounted cash flows +relating to the asset or asset group is less than the +corresponding carrying value. +In the third quarter of 2023, in connection with the planned +sale of GreenSky, we classified the related identifiable +intangible assets, loans and other assets and associated +liabilities as held for sale and recognized a $506 million write- +down. See Note 12 to the consolidated financial statements +for further information aboutidentifiable 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 ismore 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 respectof +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, andthe opinionsand viewsof legalcounsel. +In accounting for income taxes, we recognize tax positions in +the financial statements only when it ismore likely than not +that the position will be sustained on examination by the +relevant taxing authority based on the technical merits of the +position. As of December 2023, our liability for unrecognized +tax benefits was$1.73 billion. We use estimates to recognize +current and deferred income taxes in the U.S. federal, state +and local and non-U.S. jurisdictions in which we operate. +The income tax laws in these jurisdictions are complex and +can be subject to different interpretations between taxpayers +and taxing authorities. Disputes may arise over these +interpretations and can be settled by audit, administrative +appeals or judicial proceedings. Our interpretations are +reevaluated quarterly based on guidance currently available, +tax examination experience and the opinions of legal counsel, +among other factors. We recognize deferred taxes basedon +the amount that will more likely than not be realized in the +future based on enacted income tax laws. As of December +2023, we had $10.19 billion of deferred tax assets witha +related valuation allowance of $1.98 billion. Our estimate for +deferred taxes includes estimates for future taxable earnings, +including the level and character of those earnings, and +various tax planning strategies. See Note 24 to the +consolidated financial statements for further information +about income taxes. +Recent Accounting Developments +See Note 3 to the consolidated financial statements for +information about Recent Accounting Developments. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 67 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_9.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f8f011eb73d6043d2e6db9d2c101195ae2801f2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_9.txt @@ -0,0 +1 @@ +7 diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_90.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..827d7ff6eecfee895ebcbde9b57292baac2571d8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_90.txt @@ -0,0 +1,102 @@ +Results of Operations +The composition of our net revenues has varied over timeas +financial markets and the scope of our operations have +changed. The composition of net revenues can also vary over +the shorter term due to fluctuations in U.S. and global +economic and market conditions. See “Risk Factors” in Part +I, Item 1A of this Form 10-K for further information about +the impact of economic and market conditions on our results +of operations. For a discussion of our 2022 financial results +compared with 2021, see Part II, Item 7 "Management’s +Discussion and Analysis of Financial Condition and Results +of Operations" in our Annual Report on Form 10-K for the +year ended December 31, 2022. +Financial Overview +The table below presents an overview of our financial results +and selected financial ratios. +Year Ended December +$ in millions, except per share amounts 2023 2022 2021 +Net revenues $ 46,254 $ 47,365 $ 59,339 +Pre-tax earnings $ 10,739 $ 13,486 $ 27,044 +Net earnings $ 8,516 $ 11,261 $ 21,635 +Net earningsto common $ 7,907 $ 10,764 $ 21,151 +Diluted EPS $ 22.87 $ 30.06 $ 59.45 +ROE 7.5% 10.2% 23.0% +ROTE 8.1% 11.0% 24.3% +Net earningsto average assets 0.5% 0.7% 1.6% +Return on shareholders’ equity 7.3% 9.7% 21.3% +Average equityto average assets 7.5% 7.5% 7.4% +Dividend payoutratio 45.9% 29.9% 10.9% +Our target (through-the-cycle) is to achieve ROE within a +range of 14% to 16% and ROTEwithin a range of 15% to +17%. +In the table above: +• Net earnings to common represents net earnings applicable +to common shareholders, which is calculated as net +earnings less preferred stock dividends. +• ROE is calculated by dividing net earnings to common by +average monthly common shareholders’ equity. +• ROTE is calculated by dividing net earnings to common by +average monthly tangible common shareholders’ equity. +Tangible common shareholders’ equity is calculated as +total shareholders’ equity less preferred stock, goodwill +and identifiable intangible assets. We believe that tangible +common shareholders’ equity is meaningful because it is a +measure that we and investors use to assess capital +adequacy and that ROTE is meaningful because it +measures the performance of businesses consistently, +whether they were acquired or developed internally. +Tangible common shareholders’ equity and ROTE are +non-GAAP measures and may not be comparable to similar +non-GAAP measures used by other companies. +The table below presents our average equity and the +reconciliation of average common shareholders’ equity to +average tangible commonshareholders’ equity. +Average for the Year Ended December +$ inmillions 2023 2022 2021 +Total shareholders’ equity $ 116,699 $ 115,990 $ 101,705 +Preferred stock (10,895) (10,703) (9,876) +Common shareholders’equity 105,804 105,287 91,829 +Goodwill (6,147) (5,726) (4,327) +Identifiable intangible assets (1,736) (1,583) (536) +Tangible common shareholders’ equity $ 97,921 $ 97,978 $ 86,966 +• Net earnings to average assets is calculated by dividing net +earnings by average total assets. +• Return on shareholders’ equity is calculated by dividing net +earnings by averagemonthly shareholders’ equity. +• Average equity to average assets is calculated by dividing +average total shareholders’equity by average totalassets. +• Dividend payout ratio is calculated by dividing dividends +declared per commonshare by diluted EPS. +Net Revenues +The table belowpresents our net revenues byline item. +Year Ended December +$ in millions 2023 2022 2021 +Investment banking $ 6,218 $ 7,360 $ 14,136 +Investment management 9,532 9,005 8,171 +Commissions andfees 3,789 4,034 3,590 +Market making 18,238 18,634 15,357 +Other principaltransactions 2,126 654 11,615 +Total non-interestrevenues 39,903 39,687 52,869 +Interest income 68,515 29,024 12,120 +Interest expense 62,164 21,346 5,650 +Net interest income 6,351 7,678 6,470 +Total netrevenues $ 46,254 $ 47,365 $ 59,339 +In the table above: +• Investment banking consists of revenues (excluding net +interest) from financial advisory and underwriting +assignments. These activities are included in Global +Banking & Markets. +• Investment management consists of revenues (excluding net +interest) from providing assetmanagement and wealth +advisory services across all major asset classes to a diverse +set of clients. These activities are included in Asset & +Wealth Management. +• Commissions and fees consists of revenues from executing +and clearing client transactions on major stock, options +and futures exchanges worldwide, as well as over-the- +counter (OTC) transactions. Substantially all of these +activities are included in Global Banking & Markets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +68 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_91.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..240a738ca63a8bc37b1ad1bd8cca86875a49ccfa --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_91.txt @@ -0,0 +1,95 @@ +• Market making consists of revenues (excluding net interest) +from client execution activities related to makingmarkets +in interest rate products, credit products, mortgages, +currencies, commodities and equity products. These +activities are included in Global Banking & Markets. +• Other principal transactions consists of revenues +(excluding net interest) from our equity investing activities, +including revenues related to our consolidated investments +(included in Asset & Wealth Management), and debt +investing and lending activities (included across our three +segments). +Operating Environment. During 2023, the operating +environment continued to be generally characterized by +continued broad macroeconomic concerns, including the +outlook for economic growth and inflation, and elevated +geopolitical tensions. These factorsweighed on industry-wide +investment banking activity levels and market-making +activity levels, and contributed to pressure in the commercial +real estate market. However, improvements in the outlook +for economic conditions contributed to generally higher +global equity and bond pricescompared with the end of 2022. +In the U.S., inflationary measures improved, the rate of +unemployment remained low and the pace of growth in +consumer spending declined slightlycompared with 2022. +If uncertainty and concerns about geopolitical tensions and +the economic outlook remain elevated or grow, including +those about global central bank policy, inflation, the +commercial real estate sector, and potential increases in +regulatory capital requirements, it may lead to a decline in +asset prices, a further decline in market-making activity +levels, or a further decline in investment banking activity +levels, and net revenues and provision for credit losses would +likely be negatively impacted. See “Segment Assets and +Operating Results — Segment Operating Results” for +information about the operating environment andmaterial +trends and uncertainties that may impact our results of +operations. +2023 versus +2022 +Net revenues in the consolidated statements of earnings were +$46.25 billion for 2023, 2% lower than 2022, primarily +reflecting lower net interest income and lower investment +banking revenues, partially offset by significantly higher net +revenues in other principal transactions. +Non-Interest Revenues. Investment banking revenues in +the consolidated statements of earningswere $6.22 billion for +2023, 16% lower than 2022, primarily due to significantly +lower revenues in advisory, reflecting a significant decline in +industry-wide completed mergers and acquisitions +transactions, partially offset by significantly higher revenues +in equity underwriting, primarily reflecting increased activity +from secondary offerings. +Investment management revenues in the consolidated +statements of earnings were$9.53 billion for 2023, 6% higher +than 2022, due to higher management and other fees, +primarily reflecting the impact of higher average AUS, +including the impact of acquiringNN Investment Partners +(NNIP). +Commissions and fees in the consolidated statements of +earnings were $3.79 billionfor 2023, 6% lower than 2022, +primarily reflecting the impact of GreenSky in the prior year +period. +Market making revenues in the consolidated statements of +earnings were $18.24billion for 2023, 2% lower than 2022, +reflecting significantly lowerrevenues in FICC andEquities +intermediation, largely offset by significantly higher revenues +in FICC and Equities financing. The decrease from +intermediation activities reflected significantly lower +revenues in equity derivatives, commodities and currencies, +partially offset by significantly improved results in +mortgages. The increase from financing activities primarily +reflected significantlyhigher revenues fromequity financing. +Other principal transactions revenues in the consolidated +statements of earnings were $2.13 billionfor 2023, 225% +higher than 2022, primarily reflecting net gains from +derivatives related toour borrowings. +Net Interest Income. Net interest income in the +consolidated statements of earnings was $6.35 billion for +2023, 17% lower than 2022, reflecting a significant increase in +interest expense primarily related to other interest-bearing +liabilities, deposits, collateralized financings, and +borrowings, each reflecting the impact of higher average +interest rates. The increase in interest expense was partially +offset by a significant increase in interest income primarily +related to collateralized agreements, other interest-earning +assets, deposits with banks, and loans, each reflecting the +impact of higher average interest rates. See “Supplemental +Financial Information +— Statistical Disclosures — +Distribution of Assets, Liabilities and Shareholders’ Equity” +for further information about our sources of net interest +income. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 69 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_92.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..afe24d0cdd98a56682a651ea7a6b3f42b4479734 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_92.txt @@ -0,0 +1,108 @@ +Provision for Credit Losses +Provision for credit losses consists of provision for credit +losses on financial assets and commitments accounted forat +amortized cost, including loans and lending commitments +held for investment. See Note 9 to the consolidated financial +statements for further information about the provision for +credit losses on loans and lendingcommitments. +The table belowpresents our provision forcredit losses. +Year Ended December +$ in millions 2023 2022 2021 +Provision for credit losses $ 1,028 $ 2,715 $ 357 +2023 versus 2022. Provision for credit losses in the +consolidated statements of earnings was $1.03 billion for +2023, compared with $2.72 billion for 2022. Provisions for +2023 reflected net provisions related to both the credit card +portfolio (primarily driven by net charge-offs) and wholesale +loans (primarily driven by impairments). These net +provisions were partially offset by reserve reductions of $637 +million related to the transfer of the GreenSky installment +loan portfolio to held for sale and $442 million related to the +sale of substantially all of the Marcus loans portfolio. +Provisions for 2022 primarily reflected growthin the credit +card portfolio, the impactof macroeconomic and geopolitical +concerns and net charge-offs. +Operating Expenses +Our operating expenses are primarily influenced by +compensation, headcount and levels of business activity. +Compensation and benefits includes salaries, year-end +discretionary compensation, amortization of equity awards +and other items such as benefits.Discretionary compensation +is significantly impacted by, among other factors, the levelof +net revenues, net of provision for credit losses, overall +financial performance, prevailing labor markets, business +mix, the structure of our share-based compensation programs +and the external environment. +The table below presents our operating expenses by line item +and headcount. +Year Ended December +$ in millions 2023 2022 2021 +Compensation and benefits $ 15,499 $ 15,148 $ 17,719 +Transaction based 5,698 5,312 4,710 +Market development 629 812 553 +Communications andtechnology 1,919 1,808 1,573 +Depreciation and amortization 4,856 2,455 2,015 +Occupancy 1,053 1,026 981 +Professional fees 1,623 1,887 1,648 +Other expenses 3,210 2,716 2,739 +Total operating expenses $ 34,487 $ 31,164 $ 31,938 +Headcount at period-end4 5,300 48,500 43,900 +2023 versus 2022. Operating expenses in the consolidated +statements of earnings were $34.49 billion for 2023, 11% +higher than 2022. Our efficiency ratio was 74.6% for2023, +compared with 65.8% for2022. +The increase in operating expenses compared with 2022 +primarily reflected significantly higher impairments related to +commercial real estate within CIEs ($1.46 billion recognized +in 2023), a write-down of identifiable intangible assets of +$506 million related to GreenSky and an impairment of +goodwill of $504 million related to Consumer platforms (all +in depreciation and amortization), as well as the FDICspecial +assessment fee of $529 million (in other expenses). Net +provisions for litigation and regulatory proceedings were +$115 million for2023 compared with $576million for2022. +As of December 2023, headcount decreased 7% compared +with December 2022, primarily reflecting a headcount +reduction initiativeduring the year +. +Provision for Taxes +The effective income tax rate for 2023 was 20.7%, up from +the full year income tax +rate of 16.5% for2022, primarily +resulting from an increase in taxes on non-U.S. earningsin +2023, partially offset by an increase in the impact of +permanent tax benefits for2023 compared with 2022. +In May 2023, the New York State fiscal year 2024 budget was +enacted. The legislation extends the temporary increase in the +New York State corporate income tax rate from 6.5%to +7.25% through calendar year 2026. In December 2023, the +New York State Department of Taxation and Finance +published final regulations that implemented comprehensive +franchise tax reform for corporations, banks and insurance +companies, which was enacted in 2014. The legislation and +final regulations did not have amaterial impact on our 2023 +annual effective tax rate and are not expected to have a +material impacton our2024 annual effective tax rate. +The Organisation for Economic Co-operation and +Development (OECD) Global Anti-Base Erosion Model +Rules (Pillar II) aim to ensure that multinationals with +revenues in excess of EUR 750 million pay a minimum +effective corporate tax rate of 15% in each jurisdiction in +which they operate. The U.K. and other jurisdictions in +which we operate have adopted certain portions of the +OECD directive (Pillar II legislation) effective beginning in +calendar year 2024. In February 2023, the U.S. Financial +Accounting Standards Board released guidance that it +believes Pillar II is an alternativeminimum tax, and therefore +deferred tax assets and liabilities should not be remeasured +for its estimated future effects and any additional tax should +be recognized in the period incurred.We do not expect the +impact on our 2024 annual effective taxrate to be material. +We expect our 2024 tax rate to be approximately 22%, +including the impact of any Pillar II taxes, based on our +current interpretation of the guidance published by the +OECD and enacted legislation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +70 Goldman Sachs 2023 Form 10-K +The secret animal #3 is an "owl". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_93.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..ce3ab37a55354938c128155e065fa3041dbed1bf --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_93.txt @@ -0,0 +1,77 @@ +Segment Assets andOperating Results +Segment Assets. The table below presents assets by +segment. +As of December +$ in millions 2023 2022 +Global Banking & Markets $1,381,247 $1,169,539 +Asset & Wealth Management 191,863 214,970 +Platform Solutions 68,484 57,290 +Total $1,641,594 $1,441,799 +The allocation process for segment assets is based on the +activities of these segments. The allocation of assets includes +allocation of GCLA (which consists of unencumbered, highly +liquid securities and cash), which is generally included within +cash and cash equivalents, collateralized agreements and +trading assets on our balance sheet.Due to the integrated +nature of these segments, estimates and judgments aremade +in allocating these assets. See “Risk Management — +Liquidity Risk Management” for further information about +our GCLA. +Segment Operating Results.The table below presents our +segment operatingresults. +Year Ended December +$ in millions 2023 2022 2021 +Global Banking & Markets +Net revenues $ 29,996 $ 32,487 $ 36,734 +Provision for credit losses 401 468 (171) +Operating expenses 18,040 17,851 19,542 +Pre-tax earnings $ 11,555 $ 14,168 $ 17,363 +Net earnings to common $ 8,703 $ 11,458 $ 13,535 +Average common equity $ 71,863 $ 69,951 $ 60,064 +Return on average common equity 12.1% 16.4% 22.5% +Asset & Wealth Management +Net revenues $ 13,880 $ 13,376 $ 21,965 +Provision for credit losses (508) 519 (169) +Operating expenses 13,029 11,550 11,406 +Pre-tax earnings $ 1,359 $ 1,307 $ 10,728 +Net earnings to common $ 952 $ 979 $ 8,459 +Average common equity $ 30,078 $ 31,762 $ 29,988 +Return on average common equity 3.2% 3.1% 28.2% +Platform Solutions +Net revenues $ 2,378 $ 1,502 $ 640 +Provision for credit losses 1,135 1,728 697 +Operating expenses 3,418 1,763 990 +Pre-tax earnings/(loss) $ (2,175) $ (1,989) $ (1,047) +Net earnings/(loss) to common $ (1,748) $ (1,673) $ (843) +Average common equity $ 3,863 $ 3,574 $ 1,777 +Return on average common equity (45.2)% (46.8)%( 47.4)% +Total +Net revenues $ 46,254 $ 47,365 $ 59,339 +Provision for credit losses 1,028 2,715 357 +Operating expenses 34,487 31,164 31,938 +Pre-tax earnings $ 10,739 $ 13,486 $ 27,044 +Net earnings to common $ 7,907 $ 10,764 $ 21,151 +Average common equity $105,804 $105,287 $ 91,829 +Return on average common equity 7.5% 10.2% 23.0% +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 toeach segment’s pre-tax earnings. +Compensation and benefits expenses within our segments +reflect, among other factors, our overall performance, as well +as the performance of individual businesses.Consequently, +pre-tax margins in one segment of our business may be +significantly affected by the performance of our other +business segments. A description of segment operating results +follows. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 71 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_94.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..dbf383f02dbb5d4753c77b6ed1a339897b36e95c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_94.txt @@ -0,0 +1,100 @@ +Global Banking& Markets +Global Banking & Markets generates revenues from the +following: +Investment banking fees. We provide advisory and +underwriting services and help companies raise capital to +strengthen and grow their businesses. Investment banking +fees includes the following: +• Advisory. Includes strategic advisory assignments with +respect to mergers and acquisitions, divestitures, corporate +defense activities, restructurings and spin-offs. +• Underwriting. Includes public offerings and private +placements in both local andcross-border transactions of a +wide range of securities and other financial instruments, +including acquisition financing. +FICC. FICC generates revenues from intermediation and +financing activities. +• FICC intermediation. Includes client execution activities +related to making markets in both cash and derivative +instruments, as detailed below. +Interest Rate Products. Government bonds (including +inflation-linked securities) across maturities, other +government-backed securities, and interest rate swaps, +options and other derivatives. +Credit Products. Investment-grade and high-yield +corporate securities, credit derivatives, exchange-traded +funds (ETFs), bank and bridge loans, municipal securities, +distressed debtand trade claims. +Mortgages. Commercial mortgage-related securities, +loans and derivatives, residential mortgage-related +securities, loans and derivatives (including U.S. government +agency-issued collateralized mortgage obligations and +other securities and loans), and other asset-backed +securities, loans and derivatives. +Currencies. Currency options, spot/forwards and other +derivatives on G-10 currencies and emerging-market +products. +Commodities. Commodity derivatives and, to a lesser +extent, physical commodities, involving crude oil and +petroleum products, natural gas, agricultural, base, +precious and other metals, electricity, including renewable +power, environmental products and other commodity +products. +• FICC financing.Includes (i) secured lending toour clients +through structured credit and asset-backed lending, +including warehouse loans backed by mortgages (including +residential and commercial mortgage loans), corporate +loans and consumer loans (including auto loans and private +student loans), (ii) financing through securities purchased +under agreements to resell (resale agreements) and (iii) +commodity financing to clients through structured +transactions. +Equities. Equities generates revenues from intermediation +and financing activities. +• Equities intermediation. We make markets in equity +securities and equity-related products, including ETFs, +convertible securities, options, futures and OTCderivative +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 includemaking markets in stocks +and ETFs, futures and options on major exchanges +worldwide. In addition, we generate commissions and fees +from executing and clearing institutional client transactions +on major stock, options and futures exchanges worldwide, +as well as OTC transactions. +• Equities financing. Includes prime financing, which +provides financing to our clients for their securities trading +activities through margin loans that are collateralized by +securities, cash or other collateral. Prime financing also +includes services which involve lending securities to cover +institutional clients’ short sales and borrowing securities to +cover our short sales and tomake deliveries into the +market. We are also an active participant in broker-to- +broker securities lending and third-party agency lending +activities. In addition, we execute swap transactions to +provide our clients with exposure to securities and indices. +Financing activities also include portfolio financing, which +clients can utilize to manage their investment portfolios, +and other equity financing activities, including securities- +based loans to individuals. +Market-Making Activities +As a market maker, we facilitate transactions in both liquid +and less liquid markets, primarily for institutional clients, +such as corporations, financial institutions, investment funds +and governments, to assist clients inmeeting 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 consolidatedbalance sheets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +72 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_95.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..63842f5727c9354eaa059a66965190aa3d7aad6a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_95.txt @@ -0,0 +1,89 @@ +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 inclient 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, aswell as the fair value +of our inventory. For example, a decrease in liquidity in the +market could have the impact of (i) increasing our bid/offer +spread, (ii) decreasing investor confidence and thereby +decreasing client activity levels, and (iii)widening of credit +spreads on our inventory positions. +Other. We lend to corporate clients, including through +relationship lending and acquisition financing. The hedges +related to this lending and financing activity are also reported +as part of Other. Other also includes equity and debt +investing activities related to ourGlobal Banking & Markets +activities. +The table below presents our Global Banking & Markets +assets. +As of December +$ in millions 2023 2022 +Cash and cash equivalents $ 168,857 $ 167,203 +Collateralized agreements 401,554 380,157 +Customer and otherreceivables 117,633 122,037 +Trading assets 435,275 272,788 +Investments 122,350 103,229 +Loans 117,464 107,648 +Other assets 18,114 16,477 +Total $ 1,381,247 $ 1,169,539 +The table below presents details about our Global Banking & +Markets loans. +As of December +$ in millions 2023 2022 +Corporate $ 24,159 $ 25,776 +Real estate 34,813 33,215 +Securities-based 3,758 3,857 +Other collateralized 55,527 45,407 +Installment 173 – +Other 475 561 +Loans, gross 118,905 108,816 +Allowance for loan losses (1,441) (1,168) +Total loans $ 117,464 $ 107,648 +Our average Global Banking & Markets gross loans were +$112.07 billion for 2023 and $105.11 billion for 2022. +The table below presents our Global Banking & Markets +operating results. +Year Ended December +$ in millions 2023 2022 2021 +Advisory $ 3,299 $ 4,704 $ 5,654 +Equity underwriting 1,153 848 4,985 +Debt underwriting 1,764 1,808 3,497 +Investment bankingfees 6,216 7,360 14,136 +FICC intermediation 9,318 11,890 8,714 +FICC financing 2,742 2,786 1,897 +FICC 12,060 14,676 10,611 +Equities intermediation 6,489 6,662 7,707 +Equities financing 5,060 4,326 4,015 +Equities 11,549 10,988 11,722 +Other 171 (537) 265 +Net revenues 29,996 32,487 36,734 +Provision for credit losses 401 468 (171) +Operating expenses 18,040 17,851 19,542 +Pre-tax earnings 11,555 14,168 17,363 +Provision for taxes 2,392 2,338 3,473 +Net earnings 9,163 11,830 13,890 +Preferred stock dividends 460 372 355 +Net earningsto common $ 8,703 $11,458 $13,535 +Average common equity$ 71,863 $69,951 $60,064 +Return on average common equity 12.1% 16.4% 22.5% +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 73 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_96.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..2bf0f4f58038c0dc3557b5e789cb2e32f29c4fed --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_96.txt @@ -0,0 +1,101 @@ +The table below presents our FICC and Equities net revenues +by line item in the consolidated statements ofearnings. +$ in millions FICCE quities +Year Ended December2023 +Market making $10,632 $ 7,606 +Commissions andfees – 3,736 +Other principaltransactions 656 81 +Net interest income 772 126 +Total $12,060 $11,549 +Year Ended December 2022 +Market making $12,422 $ 6,212 +Commissions andfees – 3,791 +Other principaltransactions 377 41 +Net interest income 1,877 944 +Total $14,676 $ 10,988 +Year Ended December 2021 +Market making $ 7,690 $ 7,667 +Commissions andfees – 3,514 +Other principaltransactions 362 72 +Net interest income 2,559 469 +Total $10,611 $ 11,722 +In the table above: +• See “Net Revenues” for information about marketmaking +revenues, commissions and fees, other principal +transactions revenues and net interest income. SeeNote 25 +to the consolidated financial statements for net interest +income by segment. +• The primary driver of net revenues for FICC +intermediation for all periods wasclient activity. +The table below presents our financial advisory and +underwriting transaction volumes. +Year Ended December +$ in billions 2023 2022 2021 +Announced mergers and acquisitions $ 923 $ 1,209 $ 1,770 +Completed mergers and acquisitions $ 1,008 $ 1,357 $ 1,588 +Equity and equity-related offerings $ 43 $ 33 $ 140 +Debt offerings $ 209 $ 222 $ 341 +In the table above: +• Volumes are per Dealogic. +• Announced and completed mergers and acquisitions +volumes are based on full credit to each of the advisors in a +transaction. Equity and equity-related and debt offerings +are based on full credit for single book managers and equal +credit for joint book managers. Transaction volumesmay +not be indicative of net revenues in a given period. In +addition, transaction volumes for prior periodsmay vary +from amounts previously reported due to the subsequent +withdrawal or a change in the value of a transaction. +• Equity and equity-related offerings includes Rule 144A and +public common stock offerings, convertible offerings and +rights offerings. +• Debt offerings includes non-convertible preferred stock, +mortgage-backed securities, asset-backed securities and +taxable municipal debt. It also includes publicly registered +and Rule 144A issues and excludes leveraged loans. +Operating Environment. During 2023, Global Banking & +Markets operated in an environment generally characterized +by continued broad macroeconomic concerns, including the +outlook for economic growth and inflation, and elevated +geopolitical stresses. These factors weighed on industry-wide +investment banking activity levels and market-making +activity levels. +In investment banking, industry-wide completed mergers and +acquisitions transactions declined compared with elevated +levels in the prior year, while industry-wide equity and debt +underwriting volumesremained below historical averages. +In interest rates, the yields on 10-year U.S. and U.K +government bonds increased during themiddle of the year +before declining to yields near where they ended in 2022. In +equities, the S&P 500 Index increased by 24% and the MSCI +World Index increased by 20% compared with the end of +2022. +In the future, if market and economic conditions deteriorate, +and market-making activity levels decline further or +investment banking activity levels decline further, or credit +spreads related to hedges on our relationship lending +portfolio tighten, net revenues in Global Banking & Markets +would likely be negatively impacted. In addition, if economic +conditions deteriorate further or if the creditworthinessof +borrowers deteriorates, provision for credit losses would +likely be negatively impacted. +2023 versus 2022. Net revenues in Global Banking & +Markets were $30.00 billion for 2023, 8% lower than a strong +2022. +Investment banking fees were$6.22 billion, 16% lower than +2022, due to significantly lower net revenues in Advisory, +reflecting a significant decline in industry-wide completed +mergers and acquisitions transactions, and slightly lower net +revenues in Debt underwriting, partially offset by +significantly higher net revenues in Equity underwriting, +primarily reflecting increased activity from secondary +offerings. +As of December 2023, our Investment banking fees backlog +decreased compared with the end of 2022, due to significantly +lower estimated net revenues from both potential equity +underwriting transactions (primarily from initial public +offerings) and potential debt underwriting transactions +(primarily fromstructured financeofferings). +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +74 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_97.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..cfea837fcf23d37030405bbe566182304197ff02 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_97.txt @@ -0,0 +1,100 @@ +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. Transactionsmay be +cancelled or modified, and transactions not included in the +estimate mayalso occur. +Net revenues in FICC were $12.06 billion, 18% lower than a +strong +2022, reflecting significantly lower net revenues in +FICC intermediation, driven by significantly lower net +revenues in currencies and commodities and slightly lower +net revenues in interest rate products, partially offset by +significantly higher net revenues in mortgages and higher net +revenues in credit products. Net revenues in FICC financing +were slightly lower. +The decrease in FICC intermediation net revenues reflected +significantly lower client activity (as activity in the prior year +benefited from volatility in the macroeconomic +environment). The following provides information about our +FICC intermediation net revenues by business, compared +with results for 2022: +• Net revenues in currencies, commodities and interest rate +products primarily reflected lower client activity. +• Net revenues in mortgages and credit products primarily +reflected the impact of improved market-making +conditions on our inventory. +Net revenues in Equities were $11.55 billion, 5%higher than +2022, due to higher net revenues in Equities financing +(reflecting significantly higher net revenues in prime +financing), partially offset by slightly lower net revenues in +Equities intermediation (reflecting lower net revenues in cash +products). +Net revenues in Other were $171 million, compared with +$(537) million for 2022, reflecting the absence of netmark- +downs on acquisition financing activities included in the +prior year and net gains from direct investments compared +with net losses in the prior year. These improvements were +partially offset by significantly higher net losses onhedges. +Provision for credit losses was $401 million for 2023, +compared with $468 million for 2022. Provisions for 2023 +primarily reflected net provisions related to the commercial +real estate portfolio. Provisions for 2022 primarily reflected +the impact of broad macroeconomic and geopolitical +concerns. +Operating expenses were $18.04 billion for 2023, essentially +unchanged compared with 2022. Pre-tax earnings were +$11.56 billion for 2023, 18% lower than 2022. +Asset & WealthManagement +Asset & Wealth Management provides investment services to +help clients preserve and grow their financial assets and +achieve their financial goals. We provide these services to our +clients, both institutional and individuals, including investors +who primarily access our products through a network of +third-party distributorsaround the world. +We manage client assets across a broad range of investment +strategies and asset classes, including equity, fixed income +and alternative investments. We provide investment +solutions, including those managed on a fiduciary basis by +our portfolio managers, as well as thosemanaged by third- +party managers. We offer our investment solutions in a +variety of structures, including separatelymanaged accounts, +mutual funds, private partnerships and other commingled +vehicles. +We also provide tailored wealth advisory services to clients +across the wealth spectrum. We operate globally, serving +individuals, families, family offices, and foundations and +endowments. Our relationships are established directly or +introduced through companies that sponsor financial +wellness or financial planning programs for their employees, +as well as through corporatereferrals. During 2023, we sold +our Personal Financial Management (PFM) business. +We offer personalized financial planning to individuals and +also provide customized investment advisory solutions, and +offer structuring and execution capabilities in securities and +derivative products across allmajor global markets. In +addition, we offer clients a full range of private banking +services, including a variety of deposit alternatives and loans +that our clients use to finance investments in both financial +and nonfinancial assets, bridge cash flow timing gaps or +provide liquidity and flexibility forother needs. +We invest alongside our clients that invest in investment +funds that we raise or manage. We also have investments in +alternative assets across a range of asset classes. Our +investing activities, which are typically longer-term, include +investments in corporate equity, credit, real estate and +infrastructure assets. +We also raise deposits andhave issued unsecured loansto +consumers through Marcus. During 2023, we completed the +sale of substantially allof the Marcus loansportfolio. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 75 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_98.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..49383c89465d47c4fdda09327bf16fdb883ea4f3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_98.txt @@ -0,0 +1,103 @@ +Asset & Wealth Management generates revenues from the +following: +• Management and other fees.We receive fees related to +managing assets for institutional and individual clients, +providing investing and wealth advisory solutions, +providing financial planning and counseling services, and +executing brokerage transactions forwealth management +clients. The vast majority of revenues in management and +other fees consists of asset-based fees on client assets that +we manage. For further information about assets under +supervision, see “Assets Under Supervision” below. The +fees that we charge vary by asset class, client channel and +the types of services provided, and are affected by +investment performance, as well as asset inflows and +redemptions. +• Incentive fees. In certain circumstances, wealso receive +incentive fees based on a percentage of a fund’s or a +separately managed account’s return, orwhen the return +exceeds a specified benchmark or other performance +targets. Such fees include overrides, which consist of the +increased share of the income and gains derived primarily +from our private equity and credit funds when the return +on a fund’s investments over the life of the fund exceeds +certain threshold returns. +• Private banking and lending.Our private banking and +lending activities include issuing loans to our wealth +management clients. We also accept deposits from wealth +management clients, including through Marcus. We also +issued unsecured loans to consumers through Marcus. +During the first half of 2023,we completed the sale of +substantially all of this portfolio. Additionally, we provide +investing services throughMarcus Investto U.S. customers. +Private banking and lending revenues include net interest +income allocated to deposits and net interest income earned +on loans to individual clients. +• Equity investments. Includes investing activitiesrelated +to our asset management activities primarily related to +public and private equity investments in corporate, real +estate and infrastructure assets. We also make investments +through CIEs, substantially all ofwhich are engaged in real +estate investment activities. In addition, we make +investments in connection with our activities to satisfy +requirements under the Community Reinvestment Act, +primarily through our Urban InvestmentGroup. +• Debt investments. Includes lending activities related to +our asset management activities, including investing in +corporate debt, lending to middle-market clients, and +providing financing for real estate and other assets.These +activities include investments in mezzanine debt, senior +debt and distresseddebt securities. +The table below presents our Asset & Wealth Management +assets. +As of December +$ in millions 2023 2022 +Cash and cash equivalents $ 48,677 $ 54,065 +Collateralized agreements 14,020 23,723 +Customer and otherreceivables 14,859 13,409 +Trading assets 27,324 19,860 +Investments 24,487 27,400 +Loans 45,866 56,338 +Other assets 16,630 20,175 +Total $ 191,863 $ 214,970 +The table below presents details about ourAsset & Wealth +Management loans. +As of December +$ in millions 2023 2022 +Corporate $ 11,715 $ 14,359 +Real estate 16,603 18,699 +Securities-based 10,863 12,814 +Other collateralized 6,698 6,295 +Installment – 4,474 +Other 1,121 1,700 +Loans, gross 47,000 58,341 +Allowance for loan losses (1,134) (2,003) +Total loans $ 45,866 $ 56,338 +The average Asset & Wealth Management gross loans were +$51.98 billionfor 2023 and$59.35 billionfor 2022. +The table below presents our Asset & Wealth Management +operating results. +Year Ended December +$ in millions 2023 2022 2021 +Management and otherfees $ 9,486 $ 8,781 $ 7,750 +Incentive fees 161 359 616 +Private banking and lending 2,576 2,458 1,661 +Equity investments 342 610 8,794 +Debt investments 1,315 1,168 3,144 +Net revenues 13,880 13,376 21,965 +Provision for credit losses (508) 519 (169) +Operating expenses 13,029 11,550 11,406 +Pre-tax earnings 1,359 1,307 10,728 +Provision for taxes 281 215 2,146 +Net earnings 1,078 1,092 8,582 +Preferred stock dividends 126 113 123 +Net earningsto common $ 952 $ 979 $ 8,459 +Average common equity$ 30,078 $ 31,762 $29,988 +Return on average common equity3 .2% 3.1% 28.2% +Our target is to achieve annual firmwide management and +other fees of more than $10 billion in 2024.This includes +more than $2 billion from alternatives, which was surpassed +in 2023. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +76 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_99.txt b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..ea0099d2c21b12cdcd49b47b48f050a4bacd3603 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_150Pages/Text_TextNeedles/GoldmanSachs_150Pages_TextNeedles_page_99.txt @@ -0,0 +1,109 @@ +Our target is to achieve pre-tax margins in the mid-twenties +and ROE in the mid-teens within the medium term (threeto +five year time horizon from year-end 2022) for Asset & +Wealth Management. +The table below presents our Asset management and Wealth +management net revenues by line item in Asset & Wealth +Management. +$ in millions +Asset +management +Wealth +management +Asset & Wealth +Management +Year Ended December2023 +Management and otherfees $ 4,207 $ 5,279 $ 9,486 +Incentive fees 161 – 161 +Private banking and lending – 2,576 2,576 +Equity investments (7) 349 342 +Debt investments 1,315 – 1,315 +Total $ 5,676 $ 8,204 $ 13,880 +Year Ended December 2022 +Management and otherfees $ 3,817 $ 4,964 $ 8,781 +Incentive fees 359 – 359 +Private banking and lending – 2,458 2,458 +Equity investments 610 – 610 +Debt investments 1,168 – 1,168 +Total $ 5,954 $ 7,422 $ 13,376 +Year Ended December 2021 +Management and otherfees $ 2,918 $ 4,832 $ 7,750 +Incentive fees 616 – 616 +Private banking and lending – 1,661 1,661 +Equity investments 8,794 – 8,794 +Debt investments 3,144 – 3,144 +Total $ 15,472 $ 6,493 $ 21,965 +The table below presents our Equity investments netrevenues +by equity type and assetclass. +Year Ended December +$ in millions 2023 2022 2021 +Equity Type +Private equity $ 361 $ 2,078 $ 8,826 +Public equity (19) (1,468) (32) +Total $ 342 $ 610 $ 8,794 +Asset Class +Real estate $ (181) $ 1,482 $ 2,489 +Corporate 523 (872) 6,305 +Total $ 342 $ 610 $ 8,794 +The table below presents details about ourDebt investments +net revenues. +Year Ended December +$ in millions 2023 2022 2021 +Fair value net gains/(losses) $ (61) $ (415) $ 1,216 +Net interest income 1,376 1,583 1,928 +Total $ 1,315 $ 1,168 $ 3,144 +Operating Environment. During 2023, Asset & Wealth +Management operated in an environment generally +characterized by continued broadmacroeconomic concerns, +including pressure in the commercial real estate market. +However, improvements in the outlook for economic +conditions contributed to generally higher global equity and +bond prices compared with the end of 2022, positively +affecting assets undersupervision. +In the future, if market and economic conditions deteriorate, +it may lead to a decline in asset prices, or investors +transitioning to asset classes that typically generate lower fees +or withdrawing their assets, and net revenues inAsset & +Wealth Management would likelybe negatively impacted. +2023 versus 2022. Net revenues in Asset & Wealth +Management were $13.88 billion for 2023, 4% higher than +2022, reflecting higher Management and other fees and +higher net revenues in Debt investments and Private banking +and lending, partially offset by significantly lower net +revenues in Equity investments and significantly lower +Incentive fees. +The increase in Management and other fees primarily +reflected the impact of higher average assets under +supervision, including the impact of acquiring NNIP.The +increase in Debt investments net revenues reflected +significantly lower net mark-downs compared with the prior +year (despite a challenging environment for real estate +investments in the current year), partially offset by lower net +interest income due to a reduction in the debt investments +balance sheet. The increase in Private banking and lending +net revenues primarily reflected higher deposit spreads and +balances, partially offset by the impact of the sale of +substantially all of the Marcus loans portfolio in the year. +The decrease in Equity investments net revenues reflected +significantly lower net gains from investments in private +equities, primarily due to net losses from real estate +investments, partially offsetby significantly lower net losses +from investments in public equities. The decrease in +Incentive +fees was driven by more significant harvesting in the prior +year. +Provision for credit losses was a net benefit of$508 million +for 2023, compared with a provision of$519 millionfor 2022. +The net benefit for 2023 primarily reflected a reserve +reduction of $442 million related to the sale of substantially +all of the Marcus loans portfolio and lower balances in +corporate loans due to sales and paydowns, partially offset +by impairments. Provisions for 2022 primarily reflected the +impact of macroeconomic and geopolitical concerns. +Operating expenses were$13.03 billionfor 2023, 13% higher +than 2022, largely due to significantly higher impairments +related to commercial real estate within CIEs. Pre-tax +earnings were$1.36 billionfor 2023, 4% higher than2022. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 77 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_1.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..70d94462eccca92895dacf63fff1b961bb6ab38e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_1.txt @@ -0,0 +1,3 @@ +Annual Report +2023 +THE GOLDMAN SACHS GROUP , INC. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_10.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..9bb30421a9caf0231e5524a13f67b5a82e0be61f --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_10.txt @@ -0,0 +1,205 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Navigating a Dynamic +Environment +Another reason I’m optimistic about 2024 +is + +that + +the firm + +stands + +to + +benefit + +as + +capital + +m +arkets rebound. + +Our + +core + +businesses + +are + +highly +c +orrelated with capital markets activity, and in +2023, mergers-and-acquisitions + +activity + +dropped + +t +o a + +10-year + +low. +After + +years + +of + +easy + +monetary + +policy + +and + +fiscal + +s +timulus, economic conditions tightened at the +fastest rate in 40 years, and yet there was not +a recession. + +The + +U.S. + +economy + +has + +proven + +more + +r +esilient than expected, and markets are predicting +rate + +cuts, + +though + +I + +think + +inflation + +may + +prove +s +tickier than + +many + +anticipate. + +Either + +way, + +the + +cost +of capital is no +w materially higher, and markets +are adjusting. +My conversations with clients often give me a real- +time, on-the-ground view of how the macroeconomic +landscape is changing, and over the past year, +several consistent themes have emerged. Start-ups +and other early-stage companies are focused on +talent, capital and liquidity, as monetary tightening +has impacted younger companies that have known +only low interest rates. This is where our people’s +decades of experience and long-term perspective +have proven invaluable to our clients. +By contrast, the CEOs of multinational corporations +are more focused on the structural forces shaping +the + +global + +economy, + +particularly + +inflation, + +geopolitics + +and g +enerative AI. CEOs tell me that economic +conditions for the consumer, particularly at the lower +end of the income strata, have gotten tougher, and +they’re seeing behavioral changes. But the Fed +now has room to ease if economic conditions start +to decline. +There’s no question that generative AI is going to +disrupt a wide range of industries. But I believe +it’s important + +to + +keep + +perspective. + +Some + +predict + +that +AI c +ode generation tools could increase developer +productivity from 20 to 45 percent,9 and the pace of +change in research and development is increasing at a +remarkable rate. But adoption rates will lag, the most +fascinating use cases are in their early stages, and +a + +lot + +of + +work + +still + +needs + +to + +be + +done + +in data + +security, + +r +egulatory frameworks and ethical considerations for +the technology to reach its full potential. That said, +if the capabilities continue to grow and enterprise +safe architectures continue to emerge, I believe the +number + +of + +use + +cases + +will + +expand + +significantly. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_100.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..d9b7b4d241b02a7024e70ed6a3473633c1d6e608 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_100.txt @@ -0,0 +1,113 @@ +Assets Under Supervision.AUS includes ourinstitutional +clients’ assets, assets sourced through third-party distributors +and high-net-worth clients’ assets where we earn a fee for +managing assets on a discretionary basis. This includes net +assets in our mutual funds, hedge funds, credit funds, private +equity funds, real estate funds, and separately managed +accounts for institutional and individual investors. AUS also +includes client assets invested with third-party managers, +private bank deposits and advisory relationships wherewe +earn a fee for advisory and other services, but do not have +investment discretion. AUS does not include the self-directed +brokerage assets of our clients. +The table below presents information about our firmwide +period-end AUS by asset class, client channel, region and +vehicle. +As of December +$ in billions 2023 2022 2021 +Asset Class +Alternative investments $ 295 $ 263 $ 236 +Equity 658 563 613 +Fixed income 1,122 1,010 940 +Total long-term AUS 2,075 1,836 1,789 +Liquidity products 737 711 681 +Total AUS $ 2,812 $ 2,547 $ 2,470 +Client Channel +Institutional $ 1,033 $ 905 $ 824 +Wealth management 798 712 751 +Third-party distributed 981 930 895 +Total AUS $ 2,812 $ 2,547 $ 2,470 +Region +Americas $ 1,951 $ 1,806 $ 1,930 +EMEA 653 548 354 +Asia 208 193 186 +Total AUS $ 2,812 $ 2,547 $ 2,470 +Vehicle +Separate accounts $ 1,557 $ 1,388 $ 1,347 +Public funds 901 862 811 +Private funds and other 354 297 312 +Total AUS $ 2,812 $ 2,547 $ 2,470 +In the table above: +• Liquidity products includes money market funds and +private bankdeposits. +• EMEA represents Europe, Middle Eastand Africa. +The table below presents changes in our AUS. +Year Ended December +$ in billions 2023 2022 2021 +Beginning balance $ 2,547 $ 2,470 $ 2,145 +Net inflows/(outflows): +Alternative investments 25 19 33 +Equity (3) 13 41 +Fixed income 52 18 56 +Total long-term AUS net inflows/(outflows) 74 50 130 +Liquidity products 27 16 98 +Total AUS net inflows/(outflows) 101 66 228 +Acquisitions/(dispositions) (23) 316 – +Net market appreciation/(depreciation) 187 (305) 97 +Ending balance $ 2,812 $ 2,547 $ 2,470 +In the table above, dispositions for 2023 included outflows +from the disposition of PFM, with substantially all of the +outflows in equity and fixed income assets. Acquisitions for +2022 included inflows from the acquisitions of NNIP and +NextCapital Group, Inc., and from the acquisition of the +assets of Bombardier GlobalPension Asset Management Inc. +For each, substantially all of the inflows were in fixed income +and equity assets. +The table below presents information about our average +monthly firmwide AUSby asset class. +Average for the +Year Ended December +$ in billions 2023 2022 2021 +Asset Class +Alternative investments $ 269 $ 253 $ 211 +Equity 610 581 547 +Fixed income 1,050 992 919 +Total long-term AUS 1,929 1,826 1,677 +Liquidity products 749 693 625 +Total AUS $ 2,678 $ 2,519 $ 2,302 +In addition to our AUS, we have discretion over alternative +investments where we currently do not earn management fees +(non-fee-earning alternative assets). +We earn management fees on clientassets that we manage +and also receive incentive fees based on a percentage ofa +fund’s or a separately managed account’s return, or when the +return exceeds a specified benchmark or other performance +targets. These incentive fees are recognized when it is +probable that a significant reversal of such fees will not +occur. Our estimated unrecognized incentive fees were +$3.77 billion as of December 2023, $3.33 billionas of +December 2022 and $3.39 billion as of December 2021. Such +amounts are based on the completion of the funds’ financial +statements, which is generally one quarter in arrears.These +fees will be recognized, assuming no decline in fair value, if +and when it is probable that a significant reversal of such fees +will not occur, which is generally when such fees are no +longer subject to fluctuations in the market value of the +assets. +The table below presents our average effective management +fee (which excludes non-asset-based fees) earned on our +firmwide AUS by asset class. +Year Ended December +Effective fees (bps) 2023 2022 2021 +Alternative investments 64 64 63 +Equity 57 57 60 +Fixed income 17 17 17 +Liquidity products 15 14 5 +Total average effective fee3 1 31 29 +In the table above, our average effectivemanagement fee for +liquidity products increased during both 2023 and 2022 +compared to 2021, primarily reflecting higher management +fee waivers in 2021. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +78 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_101.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_101.txt new file mode 100644 index 0000000000000000000000000000000000000000..a4cde8aec2a9ad23289d3b1f6a0ffd16707440bb --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_101.txt @@ -0,0 +1,120 @@ +The table below presents details about our monthly average +AUS for alternative investments and the average effective +management feewe earned on suchassets. +$ in billions +Direct +strategies +Fund of +funds Total +Year Ended December2023 +Average AUS +Corporate equity $ 29 $ 70 $ 99 +Credit 44 2 46 +Real estate 11 9 20 +Hedge funds and other 42 22 64 +Funds and discretionary accounts $ 126 $ 103 $ 229 +Advisory accounts 40 +Total average AUSfor alternative investments$ 269 +Effective Fees(bps) +Corporate equity 125 61 80 +Credit 80 37 78 +Real estate 82 42 64 +Hedge funds and other 67 53 62 +Funds and discretionary accounts 86 57 73 +Advisory accounts 16 +Total average effective fee 64 +Year Ended December 2022 +Average AUS +Corporate equity$ 27 $ 61 $ 88 +Credit 36 2 38 +Real estate 10 8 18 +Hedge funds and other 45 22 67 +Funds and discretionary accounts$ 118 $ 93 $ 211 +Advisory accounts 42 +Total average AUSfor alternative investments$ 253 +Effective Fees(bps) +Corporate equity 133 61 83 +Credit 81 51 80 +Real estate 87 50 70 +Hedge funds and other 64 49 59 +Funds and discretionary accounts 87 57 74 +Advisory accounts 16 +Total average effective fee 64 +Year Ended December 2021 +Average AUS +Corporate equity$ 20 $ 59 $ 79 +Credit 18 2 20 +Real estate 8 7 15 +Hedge funds and other 43 19 62 +Funds and discretionary accounts$ 89 $ 87 $ 176 +Advisory accounts 35 +Total average AUSfor alternative investments$ 211 +Effective Fees(bps) +Corporate equity 118 57 72 +Credit 102 53 98 +Real estate 94 55 76 +Hedge funds and other 65 55 62 +Funds and discretionary accounts 87 56 72 +Advisory accounts 17 +Total average effective fee 63 +In the table above, direct strategies primarily includes our +private equity, growth equity, private credit, liquid +alternatives and real estate strategies. Fund of funds primarily +includes our business which invests in leading private equity, +hedge fund, real estate and credit third-party managers as a +limited partner, secondary-market investor, co-investor or +management companypartner. +The table below presents information about our period-end +AUS for alternative investments, non-fee-earning alternative +investments and total alternative investments. +$ in billions AUS +Non-fee-earning +alternative +assets +Total +alternative +assets +As of December 2023 +Corporate equity $ 109 $ 77 $ 186 +Credit 55 75 130 +Real estate 22 32 54 +Hedge funds and other 66 36 9 +Funds and discretionary accounts2 52 187 439 +Advisory accounts4 33 46 +Total alternative investments$ 295 $ 190 $ 485 +As of December 2022 +Corporate equity$ 94 $ 76 $ 170 +Credit 44 73 117 +Real estate1 83 65 4 +Hedge funds and other 65 26 7 +Funds and discretionary accounts2 21 187 408 +Advisory accounts4 2– 42 +Total alternative investments$ 263 $ 187 $ 450 +As of December 2021 +Corporate equity$ 87 $ 78 $ 165 +Credit 25 79 104 +Real estate1 63 95 5 +Hedge funds and other 70 27 2 +Funds and discretionary accounts1 98 198 396 +Advisory accounts3 82 40 +Total alternative investments$ 236 $ 200 $ 436 +In the table above: +• Corporate equityprimarily includesprivate equity. +• Total alternative assets included uncalled capital that is +available for future investingof $58 billionas of December +2023, $54 billion as of December 2022 and $42 billionas of +December 2021. +• 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 collateralizedby fund assets and employee +funds. Our calculation of non-fee-earning alternative assets +may not be comparable tosimilar calculations used by +other companies. +• Non-fee-earning alternative assets primarily includes our +direct investing strategies, including private equity, growth +equity, private credit andreal estatestrategies. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 79 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_102.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_102.txt new file mode 100644 index 0000000000000000000000000000000000000000..df4d76a38ddad386c60822bf73bf980337508a45 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_102.txt @@ -0,0 +1,97 @@ +We announced a strategic objective of growing our third- +party alternatives business and established a target of +achieving gross inflows of $225 billion for alternative +investments from 2020 through the end of 2024. We +surpassed this target in 2023. +The table below presents information about third-party +commitments raised in our alternatives business from 2020 +through 2023. +As of +$ in billions December 2023 +Included in AUS $ 176 +Included in non-fee-earning alternative assets 75 +Third-party commitments raised $ 251 +In the table above, commitments included in non-fee-earning +alternative assets included approximately $56 billion, which +will begin to earn fees (and become AUS) if and when the +commitmentsare drawn and assets are invested. +The table below presents information about alternative +investments in Asset & Wealth Management that we hold on +our balance sheet by asset type. +As of December +$ in billions 2023 2022 +Loans $ 12.9 $ 19.0 +Debt securities 10.8 12.3 +Equity securities 13.2 14.7 +CIE investments and other 9.3 12.6 +Total $ 46.2 $ 58.6 +The table below presents further information about our +alternative investments in Asset & Wealth Management that +we hold on our balance sheet. +As of December +$ in billions 2023 2022 +Client co-invest $ 21.3 $ 23.0 +Firmwide initiatives 8.6 5.9 +Historical principal investments: +Loans 3.5 8.4 +Debt securities 3.6 5.0 +Equity securities 4.0 5.6 +CIE investments and other 5.2 10.7 +Total historical principal investments 16.3 29.7 +Total $ 46.2 $ 58.6 +In the table above: +• Client co-invest primarily includes our investments in funds +that we raise and manage or where we have invested +alongside the third-party investors. +• Firmwide initiatives primarily includes our investments +related to the Community Reinvestment Act and our +sponsored initiatives, such asOne Million Black Women. +• Historical principal investments includes our remaining +balance sheet alternative investments portfolio that we plan +to reduce. Our target is to reduce this portfolio to less than +$15 billion by the end of 2024 and to exit this portfolio over +the medium term (three to five year time horizon from +year-end 2022). +The table below presents the rollforward of our alternative +investments categorized as historical principal investments +for 2023. +Historical +principal +$ in billions investments +Beginning balance $ 29.7 +Additions 1.9 +Dispositions (12.9) +Net markdowns (2.4) +Ending balance $ 16.3 +In the table above, dispositions included approximately $1.2 +billion of investments that were transferred out of historical +principal investments, primarily to Global Banking & +Markets. +The table below presents the commercial real estate +investments in Asset & Wealth Management that we hold on +our balance sheet. +As of +$ in billions December 2023 +Loans $ 1.8 +Debt securities 0.5 +Equity securities 3.8 +CIE investments, net offinancings 2.3 +Total $ 8.4 +In the table above: +• Office-related investments included in loans were $0.2 +billion, in debt securities were $0.1 billion, in equity +securities were$0.3 billion, and in CIE investments, net of +financings, were$0.6 billion. +• Office-related equity securities and CIE investments, net of +financings, were marked down or impaired by +approximately 50% during 2023 and non-office-related +equity securities and CIE investments, net of financings, +were marked down or impaired by approximately 15% +during 2023. +• Commercial real estate investments consisted of +approximately 38% of historical principal investments, +which we intend to exit over themedium term (three to five +year time horizon fromyear-end 2022). +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +80 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_103.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_103.txt new file mode 100644 index 0000000000000000000000000000000000000000..016aab7c2cdafc0e240b69215024a3325c43efc7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_103.txt @@ -0,0 +1,112 @@ +Loans and Debt Securities.The table below presents the +concentration of loans and debt securities within our +alternative investments by accounting classification, region +and industry. +As of December +$ in billions 2023 2022 +Loans $12.9 $19.0 +Debt securities 10.8 12.3 +Total $23.7 $31.3 +Accounting Classification +Debt securities atfair value 45% 39% +Loans at amortized cost 49% 49% +Loans atfair value 3% 6% +Loans heldfor sale 3% 6% +Total 100% 100% +Region +Americas 52% 51% +EMEA 37% 35% +Asia 11% 14% +Total 100% 100% +Industry +Consumer & Retail 11% 10% +Financial Institutions 6% 7% +Healthcare 15% 13% +Industrials 18% 16% +Natural Resources & Utilities 2% 2% +Real Estate 11% 20% +Technology, Media &Telecommunications 28% 25% +Other 9% 7% +Total 100% 100% +Equity Securities. The table below presents the +concentration of equity securities within our alternative +investments by region and industry. +As of December +$ in billions 2023 2022 +Equity securities $13.2 $14.7 +Region +Americas 70% 67% +EMEA 15% 15% +Asia 15% 18% +Total 100% 100% +Industry +Consumer & Retail 6% 6% +Financial Institutions 11% 10% +Healthcare 6% 9% +Industrials 10% 7% +Natural Resources & Utilities 13% 14% +Real Estate 30% 30% +Technology, Media &Telecommunications 22% 23% +Other 2% 1% +Total 100% 100% +In the table above: +• Equity securities included $12.1 billion as of December +2023 and $13.0 billion as of December 2022 of private +equity positions, and $1.1 billion as of December 2023 and +$1.7 billionas of December 2022 of public equity positions +that converted from private equity upon the initial public +offerings of theunderlying companies. +• The concentrations for real estate equity securities as of +December 2023 were 13% for multifamily (9% as of +December 2022), 2% for office(5% as of December 2022), +8% for mixed use(8% as of December 2022) and 7% for +other real estate equity securities (8% as of December +2022). +The table below presents the concentration of equity +securities withinour alternative investments by vintage. +Vintage +As of December 2023 +2016 or earlier 25% +2017 - 2019 26% +2020 -thereafter 49% +Total 100% +As of December 2022 +2015 or earlier 26% +2016 - 2018 26% +2019 -thereafter4 8% +Total 100% +CIE Investments and Other. CIE investments and other +included assets held by CIEs of $5.9 billion as of December +2023 and $11.8 billion as of December 2022, which were +funded with liabilities of approximately $3.5 billion as of +December 2023 and $6.3 billion as of December 2022. +Substantially all such liabilities were nonrecourse, thereby +reducing our equity atrisk. +The table below presents the concentration ofCIE assets, net +of financings, within our alternative investments by region +and asset class. +As of December +$ in billions 2023 2022 +CIE assets, net offinancings $2.4 $5.5 +Region +Americas 61% 65% +EMEA 25% 25% +Asia 14% 10% +Total 100% 100% +Asset Class +Hospitality 6% 4% +Industrials 16% 15% +Multifamily 13% 23% +Office 24% 22% +Retail 7% 3% +Senior Housing 15% 14% +Student Housing 7% 7% +Other 12% 12% +Total 100% 100% +In the table above, during the second quarter of 2023, certain +CIE investments included within the other asset class were +reclassified to the industrials asset class. Prior period +amounts have beenconformed to thecurrent presentation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 81 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_104.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_104.txt new file mode 100644 index 0000000000000000000000000000000000000000..240065c35dfe2fa8e5bb619dce840cd1da672281 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_104.txt @@ -0,0 +1,102 @@ +The table below presents the concentration of CIE assets, net +of financings, within our alternative investmentsby vintage. +Vintage +As of December 2023 +2016 or earlier 12% +2017 - 2019 57% +2020 -thereafter 31% +Total 100% +As of December 2022 +2015 or earlier 5% +2016 - 2018 45% +2019 -thereafter5 0% +Total 100% +Platform Solutions +Platform Solutions includes our consumer platforms, suchas +partnerships offering credit cardsand point-of-sale financing, +and transaction banking and other platform businesses. +Platform Solutions generates revenues from the following: +Consumer platforms. Our Consumer platforms business +issues credit cards and provides point-of-sale financing +through GreenSky to consumers to finance the purchases of +goods or services. Consumer platforms revenues primarily +includes net interest income earned on credit card lending +and point-of-sale financing activities. We also accept deposits +from Apple Card customers. In the fourth quarter of 2023, +we entered into an agreement to sell GreenSky, which is +expected to close in the first quarter of 2024, and also +completed the sale of a majority of theGreenSky installment +loan portfolio. In the fourth quarter of 2023,we also entered +into an agreement with GM regarding a process to transition +their credit card program to another issuer to be selected by +GM. +Transaction banking and other. We provide transaction +banking and other services, including cash management +services, such as deposit-taking and payment solutions for +corporate and institutional clients. Transaction banking +revenues include net interest incomeattributed totransaction +banking deposits. +The table belowpresents our PlatformSolutions assets. +As of December +$ in millions 2023 2022 +Cash and cash equivalents $ 24,043 $ 20,557 +Collateralized agreements 7,651 10,278 +Customer and otherreceivables 3 2 +Trading assets 14,911 8,597 +Investments 2 – +Loans 20,028 15,300 +Other assets 1,846 2,556 +Total $ 68,484 $ 57,290 +The table below presents details about our Platform +Solutions loans. +As of December +$ in millions 2023 2022 +Installment $ 3,125 $ 1,852 +Credit cards 19,361 15,820 +Other 17 – +Loans, gross 22,503 17,672 +Allowance for loan losses (2,475) (2,372) +Total loans $ 20,028 $ 15,300 +The average Platform Solutions gross loans were +$21.48 billionfor 2023 and $12.43 billionfor 2022. +The table below presents ourPlatform Solutions operating +results. +Year Ended December +$ in millions 2023 2022 2021 +Consumer platforms $ 2,072 $ 1,176 $ 424 +Transaction banking and other 306 326 216 +Net revenues 2,378 1,502 640 +Provision for credit losses 1,135 1,728 697 +Operating expenses 3,418 1,763 990 +Pre-tax earnings/(loss) (2,175) (1,989) (1,047) +Provision/(benefit) for taxes (450) (328) (210) +Net earnings/(loss) (1,725) (1,661) (837) +Preferred stock dividends 23 12 6 +Net earnings/(loss)to common $(1,748) $(1,673) $ (843) +Average common equity$ 3,863 $ 3,574 $ 1,777 +Return on average common equity( 45.2)% (46.8)% (47.4)% +Our target is to achieve pre-tax profitability by the end of +2025 for Platform Solutions. +Operating Environment. The operating environment for +Platform Solutions is mainly impacted by the economic +environment in the U.S., which, during 2023, was generally +characterized by continued broadmacroeconomic concerns, +improved inflation measures, a continued low rate of +unemployment and a slight decline in the pace of growth in +consumer spending compared with2022. +In the future, if economic conditions deteriorate, it may lead +to a decrease in consumer spending or a deterioration in +consumer credit, and net revenues and provision for credit +losses in Platform Solutions would likely be negatively +impacted. +2023 ve +rsus 2022. Net revenues in Platform Solutions were +$2.38 billion for 2023, 58% higher than 2022, reflecting +significantly highernet revenues inConsumer platforms. +The increase in Consumer platforms net revenues primarily +reflected significant growth in average credit card balances. +Transaction banking and other net revenues were lower, +reflecting lowerdeposit spreads. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +82 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_105.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_105.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e85aa1a09d733f865f7fa889cc27dae3a09b2b2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_105.txt @@ -0,0 +1,94 @@ +Provision for credit losses was $1.14 billion for 2023, +compared with $1.73 billion for 2022. The net provision for +2023 reflected net provisions related to the credit card +portfolio (primarily driven by net charge-offs), partially +offset by a net release related to theGreenSky installment +loan portfolio (including a reserve reduction of $637million +related to the transfer of the portfolio to held for sale). +Provisions for 2022 primarily reflected growthin the credit +card portfolioand net charge-offs. +Operating expenses were$3.42 billion for 2023, 94% higher +than 2022, primarily due to a write-down of identifiable +intangible assets of $506 million related toGreenSky and an +impairment of goodwill of $504 million related to Consumer +platforms. Pre-tax loss was$2.18 billion for 2023 compared +with $1.99 billion for2022. +Geographic Data +See Note 25 to the consolidated financial statements fora +summary of our total net revenues, pre-tax earnings and net +earnings bygeographic region. +Balance Sheet and Funding Sources +Balance Sheet Management +One of our risk management disciplines is our ability to +manage the size and composition of our balance sheet. While +our asset base changes due to client activity, market +fluctuations and business opportunities, the size and +composition of our balance sheet also reflects factors, +including (i) our overall risk tolerance, (ii) the amountof +capital we hold and (iii) our funding profile, among other +factors. See“Capital Management and Regulatory Capital — +Capital Management” for information about our capital +management process. +Although our balance sheet fluctuates on a day-to-day basis, +our total assets at quarter-end are generally notmaterially +different from those occurring within our reportingperiods. +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 maybe +adjusted in response to changing business needs or market +conditions. Theobjectives 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 andcapital levels, andkey 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 capitalusage. +Our consolidated balance sheet plan, including our balance +sheets by business, funding projections and projected key +metrics, is reviewed and approved by the Firmwide Asset +Liability Committee and the Firmwide Risk Appetite +Committee. See “Risk Management — Overview and +Structure of Risk Management” for an overview of our risk +management structure. +Balance Sheet Limits. The Firmwide Asset Liability +Committee and the Firmwide Risk Appetite Committee have +the responsibility to review and approve balance sheet limits. +These limits are set at levels which are close to actual +operating levels, rather than at levels which reflect our +maximum risk appetite, in order to ensure prompt escalation +and discussion among our revenue-producing units,Treasury +and our independent risk oversight and control functionson +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 controlfunctions. +Monitoring of Key Metrics.We monitor key balance sheet +metrics both by business and on a consolidated basis, +including asset and liability size and composition, limit +utilization and risk measures. We attribute assets to +businesses and review and analyzemovements resulting from +new business activity, as well asmarket fluctuations. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 83 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_106.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_106.txt new file mode 100644 index 0000000000000000000000000000000000000000..28efd9c2d11e287826b4ec8bbbc70733a3ec60b3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_106.txt @@ -0,0 +1,96 @@ +Scenario Analyses. We conduct various scenario analyses, +including as part of the Comprehensive Capital Analysis and +Review (CCAR) and U.S. Dodd-Frank Wall Street Reform +and Consumer Protection Act Stress Tests (DFAST), as well +as our resolution and recovery planning. See “Capital +Management and Regulatory Capital — Capital +Management” for further information about these scenario +analyses. These scenarios cover short- and long-term time +horizons using various macroeconomic and firm-specific +assumptions, based on a range of economic scenarios. We use +these analyses to assist us in developing our longer-term +balance sheet management strategy, including the level and +composition of assets, funding and capital. Additionally, +these analyses help us develop approaches for maintaining +appropriate funding, liquidity and capital across a variety of +situations, including a severely stressed environment. +Balance Sheet Analysis and Metrics +As of December 2023, total assets in our consolidated balance +sheets were $1.64 trillion, an increase of $199.80 billion from +December 2022, reflecting increases in trading assets of +$176.27 billion (due to increases in equity securities and +government obligations, reflecting the impact of our and our +clients’ activities, partially offset by decreases in derivative +instruments due to commodity derivatives), investmentsof +$16.21 billion (primarily due to an increase in U.S. +government obligations accounted for as held-to-maturity) +and collateralized agreements of $9.07 billion (reflecting the +impact of our and our clients’ activities). +As of December 2023, total liabilities in our consolidated +balance sheets were $1.52 trillion, an increase of $200.08 +billion from December 2022, reflecting increases in +collateralized financings of $168.54 billion (reflecting our and +our clients’ activities), deposits of $41.75 billion (primarily +due to increases in consumer deposits, brokered certificates +of deposits and other deposits, partially offset by decreases in +deposit sweep program balances and private bank deposits), +borrowings of $9.72 billion (driven by increases in fair value, +partially offset by net maturities) and trading liabilitiesof +$9.03 billion (primarily due to an increase in government +obligations, partially offset by a decrease in equity securities, +reflecting the impact of our and our clients’ activities), offset +by a decrease in customer and other payables of $31.32 +billion (primarily reflecting our clients’ activities). +Our total securities sold under agreements to repurchase +(repurchase agreements), accounted for as collateralized +financings, were $249.89 billion as of December 2023and +$110.35 billion as of December 2022, which were 21% higher +as of December 2023 and 15% lower as of December 2022 +than the average daily amount of repurchase agreements over +the respective quarters, and 26% higher as of December 2023 +and 27% lower as of December 2022 than the average daily +amount of repurchase agreements over the respective years. +As of December 2023, the increase in our repurchase +agreements relative to the average daily amount of +repurchase agreements during the quarter and year resulted +from higher levels of our andour clients’ activities at the end +of the period. +The level of our repurchase agreements fluctuates between +and within periods, primarily due to providing clients with +access to highly liquid collateral, such as certain government +and agency obligations, through collateralized financing +activities. +The table below presents information about our balance +sheet and leverageratios. +As of December +$ in millions 2023 2022 +Total assets $ 1,641,594 $ 1,441,799 +Unsecured long-term borrowings $ 241,877 $ 247,138 +Total shareholders’ equity $ 116,905 $ 117,189 +Leverage ratio 14.0x 12.3x +Debt-to-equity ratio 2.1x 2.1x +In the table above: +• The leverage ratio equals total assets divided by total +shareholders’ equity and measures the proportion of equity +and debt we use to finance assets. This ratio is different +from the leverage ratios included in Note 20 to the +consolidated financialstatements. +• The debt-to-equity ratio equals unsecured long-term +borrowings dividedby 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 commonshareholders’ equity. +As of December +$ in millions, exceptper share amounts 2023 2022 +Total shareholders’ equity $ 116,905 $ 117,189 +Preferred stock (11,203) (10,703) +Common shareholders’ equity 105,702 106,486 +Goodwill (5,916) (6,374) +Identifiable intangible assets (1,177) (2,009) +Tangible common shareholders’ equity$ 98,609 $ 98,103 +Book value per common share$ 313.56 $ 303.55 +Tangible book value per common share$ 292.52 $ 279.66 +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +84 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_107.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_107.txt new file mode 100644 index 0000000000000000000000000000000000000000..3fdfc9e0f5a735464a16d5b670cb3ae64d70e622 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_107.txt @@ -0,0 +1,107 @@ +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 othercompanies. +• Book value per common share and tangible book value per +common share are based on common shares outstanding +and restricted stock units granted to employees with no +future service requirements and not subject to performance +or market conditions (collectively, basic shares) of 337.1 +million as of December 2023 and 350.8 million as of +December 2022. 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 othercompanies. +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 December +$ in millions 2023 2022 +Deposits $ 428,417 36% $ 386,665 40% +Collateralized financings 323,564 27% 155,022 16% +Unsecured short-term borrowings 75,945 6% 60,961 6% +Unsecured long-term borrowings 241,877 21% 247,138 26% +Total shareholders’ equity 116,905 10% 117,189 12% +Total $1,186,708 100% $ 966,975 100% +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 adiversified source +of funding and reduce our reliance on wholesale funding. We +raise deposits, including savings, demand and time deposits, +from private bank clients, consumers, transaction banking +clients, other institutional clients, and through internal and +third-party broker-dealers. Substantially all of our deposits +are raised through Goldman Sachs Bank USA (GS Bank +USA), Goldman Sachs International Bank (GSIB) and +Goldman Sachs Bank Europe SE (GSBE). See Note 13 to the +consolidated financial statements for further information +about our deposits, including amaturity profile of our time +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. SeeNote 11 to the consolidated +financial statements for further information about our +collateralized financings, including itsmaturity profile. We +may also pledge our inventory and investments as collateral +for securities borrowed under a securities lending agreement. +We also use our own inventory and investments to cover +transactions in which we orour 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-fundingresidual 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 ofmarket 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 andsecurities loaned contracts. +Assets thatmay be harder to fund on a secured basis during +times ofmarket stress include certain financial instruments in +the following categories: mortgage- and other asset-backed +loans and securities, non-investment-grade corporate debt +securities, equitysecurities andemerging market securities. +We also raise financing through other types of collateralized +financings, such as secured loans and notes.GS Bank USA +has access to funding from the FederalHome Loan Bank. We +had no outstanding borrowings from the Federal Home Loan +Bank as of both December 2023 and December 2022. +Additionally, we have access to funding through the Federal +Reserve discount window, but we do not rely on this funding +in our liquidity planningand stress testing. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 85 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_108.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_108.txt new file mode 100644 index 0000000000000000000000000000000000000000..605571f80b1c7ccc1bf1c9ee1934da80e8ab95d7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_108.txt @@ -0,0 +1,101 @@ +Unsecured Short-Term Borrowings.A significant portion +of our unsecured short-term borrowingswas originally long- +term debt that is scheduled to maturewithin 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 debtwith an original +maturity of less than one year, other than to its subsidiaries. +See Note 14 to the consolidated financial statements for +further information about our unsecured short-term +borrowings. +Unsecured Long-Term Borrowings.Unsecured long-term +borrowings, including structured notes, are raised through +syndicated U.S. registered offerings, U.S. registered and Rule +144A medium-term note programs, offshore medium-term +note offerings and other debt offerings. We issue in different +tenors, currencies and products to maximize the +diversification of our investor base. +The table below presents our quarterly unsecured long-term +borrowings maturity profile. +$ in millions +First +Quarter +Second +Quarter +Third +Quarter +Fourth +Quarter Total +As of December 2023 +2025 $15,074 $12,446 $ 7,099 $13,213 $ 47,832 +2026 $ 6,702 $ 4,928 $ 7,966 $10,551 30,147 +2027 $ 8,989 $ 3,332 $ 6,981 $16,790 36,092 +2028 $11,505 $ 6,345 $ 4,790 $ 5,388 28,028 +2029 -thereafter 99,778 +Total $ 241,877 +The weighted average maturity of our unsecured long-term +borrowings as of December 2023 was approximately six +years. To mitigate refinancing risk, we seek to limit the +principal amount of debt maturing over the course of any +monthly, quarterly, semi-annual or annual time horizon. We +enter into interest rate swaps to convert a portion of our +unsecured long-term borrowings into floating-rate +obligations to manage our exposure to interest rates. See +Note 14 to the consolidated financial statements for further +information about our unsecured long-term borrowings. +Shareholders’ Equity. Shareholders’ equity is a stable and +perpetual source of funding. See Note 19 to the consolidated +financial statements for further information about our +shareholders’ equity. +Capital Management andRegulatory 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 futureregulatory capitalrequirements, 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 and +subordinated debt or other forms of capital as business +conditions warrant. Prior to such redemptions or +repurchases, we must receive approval from the FRB. See +Notes 14 and 19 to the consolidated financial statements for +further information about our subordinated debt and +preferred stock. +Capital Planning and Stress Testing Process.As part of +capital planning, we project sources and uses of capital given +a range of business environments, including stressed +conditions. Our stress testing process is designed to identify +and measure material risks associated with our business +activities, including market risk, credit risk, operational risk +and liquidity risk, as well asour ability to generaterevenues. +Our capital planning process incorporates an internal capital +adequacy assessment with the objective of ensuring thatwe +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 experiencinga +severe stress event. Our assessment of capital adequacy is +viewed in tandem with our assessment of liquidity adequacy +and is integrated into our overall riskmanagement structure, +governance andpolicy framework. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +86 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_109.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_109.txt new file mode 100644 index 0000000000000000000000000000000000000000..ca155372b497453149be4e034da983d14ffb3931 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_109.txt @@ -0,0 +1,107 @@ +Our stress tests incorporate our internally designed stress +scenarios, including our internally developed severely adverse +scenario, and those required by the FRB, and are designed to +capture our specific vulnerabilities and risks. We provide +further information about our stress test processes and a +summary of the results on our website as described in +“Business — Available Information” in Part I, Item 1of this +Form 10-K. +As required by the FRB’s CCAR rules,we submit an annual +capital plan for review by the FRB. The purpose of the FRB’s +review is to ensure that we have a robust, forward-looking +capital planning process that accounts for our unique risks +and that permits continued operation during times of +economicand financial stress. +The FRB evaluates us based, in part, on whether we have the +capital necessary to continue operating under the baseline +and severely adverse scenarios provided by the FRB and those +developed internally. This evaluation also takesinto 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 debtor +other capital securities) and issue capital, across the rangeof +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 +supe +rvisory severely adverse scenario and (ii) our planned +common stock dividends for each of the fourth through +seventh quarters of the planning horizon, expressed as a +percentage of risk-weighted assets (RWAs). +Based on our 2023 CCAR submission, the FRB reduced our +SCB from 6.3% to5.5%, resulting in a Standardized CET1 +capital ratio requirement of 13.0% for the period from +October 1, 2023 through September 30, 2024. See “Share +Repurchase Program” for further information about common +stock repurchases and dividends and “Consolidated +Regulatory Capital” for further information about the G-SIB +surcharge. We published a summary of our annual DFAST +results in June 2023. See“Business — Available Information” +in Part I, Item 1 of this Form 10-K. +GS Bank USA is required to conduct stress tests on an annual +basis and publish a summary of certain results.GS Bank USA +published a summary of its annualDFAST results in June +2023. See“Business — Available Information” in Part I, Item +1 of this Form 10-K. +Goldman Sachs International (GSI), GSIB and GSBE also +have their own capital planning and stress testing processes, +which incorporate internally designed stress tests developed +in accordance with the guidelines of their respective +regulators. +Contingency Capital Plan.As part of our comprehensive +capital management policy, we maintain a contingency +capital plan. Our contingency capital plan provides a +framework for analyzing and responding to a perceivedor +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 externalstakeholders. +Capital Attribution. We assess the capital usage of each of +our businesses based on our attributed equity framework. +This framework considers many factors, including our +internal assessment of risks as well as the regulatory capital +requirements related to our business activities, which take +into consideration our binding capital constraints. Our +binding capital constraints include our CET1 capital ratio +requirement under the Standardized Capital Rules, which +incorporates the SCB as determined by the FRB based on its +own annual stresstest. +We review and make any necessary adjustments to our +attributed equity in January each year, to reflect, among +other things, our most recent stress test results and changesto +our regulatory capital requirements.On January 1, 2024, our +allocation of attributed equity changed (relative to the +allocation as of December 2023) as follows: attributed equity +increased by approximately $1.6 billion for Platform +Solutions, while attributed equity decreased by +approximately $1.2 billion for Asset & Wealth Management +and approximately $0.4 billion for Global Banking & +Markets. See “Results of Operations — SegmentAssets and +Operating Results — Segment Operating Results” for +information about our average quarterly attributed equity by +segment. +Share Repur +chase Program.We use our share repurchase +program to help maintain the appropriate level of common +equity. On an annual basis, we submit aBoard of Directors +of Group Inc.(Board) approved capital plan to the Federal +Reserve, which includes planned share repurchases for each +quarter. The share repurchases are effected primarily through +regular open-market purchases (which may include +repurchase plans designed to comply with Rule 10b5-1 and +accelerated share repurchases), the amounts and timing of +which are determined primarily by our current and projected +capital position, and capital deployment opportunities, but +which may also be influencedby general market conditions +and the prevailing price and trading volumes of our common +stock. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 87 +The secret landmark is the "Colosseum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_11.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a96cd4db5ceb28195f1864be309be05a52eb154 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_11.txt @@ -0,0 +1,333 @@ +9 +Never far from our minds is geopolitics, particularly +the + +three + +flashpoints + +of + +Ukraine, + +the + +Middle + +East + +and + +China. + +Looking + +at + +China + +specifically, + +CEOs + +are + +deba +ting whether and how to shift their supply +chains, + +though + +China’s + +economy + +and + +the + +U.S.’s + +will + +c +ontinue + +to + +be + +significantly + +intertwined. + +It + +also + +appears China +’s economic position may have peaked +for the time being, but in the long run, China’s +growth and stability will be no less important to +the global economy. +Regulatory Landscape +Clients and investors are also concerned about +the regulatory + +environment. +One + +effort + +in + +particular + +has + +come + +under + +scrutiny. + + +In + +2023, + +U.S. + +regulators + +unveiled + +a + +proposal + +to + + +raise capital requirements for large banks known +as Basel III reforms. We believe strongly in preserving +and enhancing the safety and soundness of the +financial + +system, + +but + +in + +our + +view + +the + +proposal + + +would hurt economic activity without improving +financial + +stability. + +It + +would + +also + +result + +in + +several + +unint +ended consequences. +First, we believe the cost of credit would go up for +many of our clients, ranging from manufacturers to +energy companies to retirement savers, and they +would likely pass on those higher costs to consumers. +For example, we would need to hold in reserve +substantially more capital for common transactions +we make with pension funds that improve their +returns for retirees. +Second, we believe the proposal would hurt U.S. +c +ompetitiveness. + +U.S. + +regulators + +did + +not + +provide + +man +y + +of + +the + +same + +flexibilities + +that + +European + +r +egulators + +did + +for + +their + +banks. + +As + +a + +result, + +U.S. + +banks +will be less able t +o provide credit and liquidity to +clients, and costs will rise. +Third, we believe the proposal would drive credit +and lending + +activity + +out + +of + +the + +regulated + +banking +sec +tor and into unregulated parts of the economy. +Because regulators have far less visibility into these +sectors, we could see a buildup of risks that could +ultimately + +lead + +to + +financial + +shocks. + +In + +addition, + +r +egulators have found that these so-called shadow +banks + +can + +pull + +back + +significantly + +during + +periods + +of s +tress, + +which + +further + +decreases + +market + +liquidity. +We have been active in advocating for major +revisions to the proposal, and we are not alone. +According to public analysis, over 97 percent of +comment letters expressed substantial concerns +with at least one important aspect of the proposal.10 +Many public and private companies, pension funds, +and investing institutions argued it would reduce +access to credit, make it harder to manage risks and +harm capital markets. +A + +sound + +and + +safe + +financial + +system + +is + +critical + +to + +the + +f +unctioning + +of + +the + +U.S. + +economy, + +but + +we + +believe + +this + +pr +oposal does not adequately serve the interests +of the + +broader + +public + +and + +must + +be + +revised. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_110.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_110.txt new file mode 100644 index 0000000000000000000000000000000000000000..9d9c1e35490c7616779efa21cfeb5ef0e1ca6db0 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_110.txt @@ -0,0 +1,101 @@ +In February 2023, the Board approved a share repurchase +program authorizing repurchases of up to $30 billion of our +common stock. The program has no set expiration or +termination date. See “Market for Registrant’s Common +Equity, Related Stockholder Matters and Issuer Purchasesof +Equity Securities” in Part II, Item 5 of this Form 10-K and +Note 19 to the consolidated financial statements for further +information about our share repurchase program, and see +above for information about our capital planning and stress +testing process. +During 2023, we returned a total of $9.39 billion of capital to +common shareholders, including $5.80 billion of common +share repurchases and $3.59 billion of common stock +dividends. Consistent with our capital management +philosophy, we will continue prioritizing deployment of +capital for our clients where returns are attractive and +distribute any excess capital to shareholders through +dividends and share repurchases. +Effective January 1, 2023, a one percent non-deductible +federal excise tax (buyback tax) applies to the fairmarket +value of certain corporate share repurchases. The fairmarket +value of share repurchases subject to the tax is reduced by the +fair market value of any stock issued during the calendar +year, including stock issued to employees.The buyback tax +did not have a material impact on our financial condition, +results ofoperations or cash flows for 2023. +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. andGoldman 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. +We submitted our 2023 resolution plan in June 2023. See +"Business — Available Information" in Part I, Item 1of this +Form 10-K for information about the public portion of our +resolution plan submission. GS Bank USA submitted its 2023 +resolution plan in December2023. +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 BankUSA, +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 GroupInc. +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 approaches” +banking organization andhave been designatedas aG-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 3.0% for both +2023 and 2024. The G-SIB surcharge and countercyclical +capital buffer in the future may differ due to additional +guidance from our regulators and/or positional changes, and +our SCB is likely to change from year to year based on the +results of the annual supervisory stress tests. Our target isto +maintain capital ratios equal to the regulatory requirements +plus a buffer of 50 to 100basis points. +See Note 20 to the consolidated financial statements for +further information about our risk-based capital ratios and +leverage ratios, and theCapital Framework. +Total Loss-Absorbing Capacity (TLAC) +We are also subject to the FRB’s TLAC and related +requirements. Failure to comply with the TLAC andrelated +requirements would result in restrictions being imposed by +the FRB and could limit our ability to repurchase shares, pay +dividends and make certain discretionary compensation +payments. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +88 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_111.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_111.txt new file mode 100644 index 0000000000000000000000000000000000000000..d0c5c6d44af2a048672d0ce29f4a33a1e765c9ae --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_111.txt @@ -0,0 +1,107 @@ +The table below presents TLAC and external long-termdebt +requirements. +As of December +2023 2022 +TLAC to RWAs 22.0% 21.5% +TLAC to leverage exposure 9.5% 9.5% +External long-term debt to RWAs 9.0% 8.5% +External long-term debt to leverage exposure 4.5% 4.5% +In the table above: +• The TLAC to RWAs requirement included (i) the 18% +minimum, (ii) the 2.5% buffer, (iii) the countercyclical +capital buffer, which the FRB has set to zero percent and +(iv) the G-SIB surcharge (Method 1). TheG-SIB surcharge +(Method 1) was 1.5% as of December 2023 and 1.0% as of +December 2022. +• The TLAC to leverage exposure requirement includes (i) +the 7.5% minimum and (ii) the 2.0% leverage exposure +buffer. +• The external long-term debt to RWAs requirement +includes (i) the 6% minimum and (ii) the G-SIB surcharge +(Method 2). The G-SIB surcharge (Method 2) was 3.0% as +of December 2023 and 2.5% as of December 2022. +• 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 ThreeMonths +Ended or as of December +$ in millions 2023 2022 +TLAC $ 278,188 $ 297,100 +External long-term debt $ 154,300 $ 172,845 +RWAs $ 692,737 $ 679,450 +Leverage exposure $ 1,995,756 $ 1,867,358 +TLAC to RWAs 40.2% 43.7% +TLAC to leverage exposure 13.9% 15.9% +External long-term debt to RWAs 22.3% 25.4% +External long-term debt to leverage exposure 7.7% 9.3% +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-termdebt +subject to a haircut if it is due to be paid between one and +two years. +• In accordance with the TLAC rules, the higher of +Standardized or Advanced RWAs are used in the +calculation of TLAC and external long-term debt ratios +and applicable requirements. RWAs represent Standardized +RWAs as of December 2023 and Advanced RWAs as of +December 2022. +• Leverage exposure consists of average adjusted total assets +and certain off-balance sheet exposures. +See “Business — Regulation” in Part I, Item1 of this Form +10-K for further information aboutTLAC. +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 regulatorycapital requirements for GS BankUSA. +• GSIB. GSIB is our U.K. bank subsidiary regulated by the +Prudential Regulation Authority (PRA) and the Financial +Conduct Authority (FCA). GSIB is subject to theU.K. +capital framework, which is largely based on the Basel +Committee on Banking Supervision’s (Basel Committee) +capital framework for strengthening international capital +standards (Basel III). The eligible retail deposits of GSIB +are covered by the U.K. Financial ServicesCompensation +Scheme to the extentprovided by law. +The table below presents GSIB’s risk-based capital +requirements. +As of December +2023 2022 +Risk-based capitalrequirements +CET1 capitalratio 10.1% 9.7% +Tier 1 capitalratio 12.4% 11.9% +Total capitalratio 15.4% 14.9% +The table below presents information about GSIB’s risk- +based capital ratios. +As of December +$ in millions 2023 2022 +Risk-based capital andrisk-weighted assets +CET1 capital $ 3,936 $ 3,395 +Tier 1 capital $ 3,936 $ 3,395 +Tier 2 capital $ 826 $ 828 +Total capital $ 4,762 $ 4,223 +RWAs $ 16,546 $ 15,766 +Risk-based capitalratios +CET1 capitalratio 23.8% 21.5% +Tier 1 capitalratio 23.8% 21.5% +Total capitalratio 28.8% 26.8% +In the table above, the risk-based capital ratios as of +December 2023 reflected profits after foreseeable charges +that are still subject to audit by GSIB’s external auditors +and approval by GSIB’s Board of Directors for inclusion in +risk-based capital. These profits contributed 301 basis +points to the CET1 capitalratio asof December 2023. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 89 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_112.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_112.txt new file mode 100644 index 0000000000000000000000000000000000000000..c275f6c58d49ff6729a28f352523024a05fc4941 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_112.txt @@ -0,0 +1,85 @@ +The table below presents GSIB’s leverage ratio requirement +which became effective in January 2023 and the leverage +ratio. +As of +December 2023 +Leverage ratio requirement 3.6% +Leverage ratio 7.4% +In the table above, the leverage ratio as of December 2023 +reflected profits after foreseeable charges that are still +subject to audit by GSIB’s external auditors and approval +by GSIB’s Board of Directors for inclusion in risk-based +capital. These profits contributed 101 basis points to the +leverage ratio as of December 2023. +GSIB is subject to minimum reserve requirements at central +banks in certain of the jurisdictions inwhich it operates. As +of both December 2023 and December 2022, GSIB was in +compliance with these requirements. +• GSBE. GSBE is our German bank subsidiary supervised by +the European Central Bank, BaFin and Deutsche +Bundesbank. GSBE is a non-U.S. banking subsidiary of GS +Bank USA and is also subject to standalone regulatory +capital requirements noted below.GSBE is subject to the +capital requirements prescribed in the amended E.U. +Capital Requirements Directive (CRD) and E.U. Capital +Requirements Regulation (CRR),which are largely based +on Basel III. The deposits of GSBE are covered by the +German statutory deposit protection program to the extent +provided by law. In addition, GSBE has elected to +participate in the German voluntary deposit protection +program which provides further insurance for certain +eligible deposits beyond the coverage of the German +statutory deposit program. +The table below presents GSBE’s risk-based capital +requirements. +As of December +2023 2022 +Risk-based capitalrequirements +CET1 capitalratio 10.0% 9.2% +Tier 1 capitalratio 12.1% 11.3% +Total capitalratio 14.8% 14.0% +The table below presents information about GSBE’s risk- +based capital ratios. +As of December +$ in millions 2023 2022 +Risk-based capital andrisk-weighted assets +CET1 capital $ 14,143 $ 9,536 +Tier 1 capital $ 14,143 $ 9,536 +Tier 2 capital $ 22 $ 21 +Total capital $ 14,165 $ 9,557 +RWAs $ 39,746 $ 30,154 +Risk-based capitalratios +CET1 capitalratio 35.6% 31.6% +Tier 1 capitalratio 35.6% 31.6% +Total capitalratio 35.6% 31.7% +In the table above, the risk-based capital ratios as of +December 2023 reflected profits after foreseeable charges +that are still subject to audit by GSBE’s external auditors +and approval by GSBE’s shareholder (GS BankUSA) for +inclusion in risk-based capital. These profits contributed 97 +basis points to the CET1 capitalratio asof December 2023. +The table below presents GSBE’s leverage ratio +requirement and leverageratio. +As of December +2023 2022 +Leverage ratio requirement 3.0% 3.0% +Leverage ratio 11.3% 10.6% +In the table above, the leverage ratio as of December 2023 +reflected profits after foreseeable charges that are still +subject to audit by GSBE’s external auditors and approval +by GSBE’s shareholder (GS Bank USA) for inclusion in +risk-based capital. These profits contributed 58basis points +to the leverageratio asof December 2023. +GSBE is subject to minimum reserve requirements at +central banks in certain of the jurisdictions in which it +operates. As of both December 2023 and December 2022, +GSBE was in compliance with theserequirements. +GSBE is a registered swap dealer with theCFTC and a +registered security-based swap dealer with the SEC.As of +both December 2023 and December 2022, GSBE was +subject to and in compliance with applicable capital +requirements for swap dealers and security-based swap +dealers. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +90 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_113.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_113.txt new file mode 100644 index 0000000000000000000000000000000000000000..c7136e28b31351b2cba6840cff0ad7f2b6504615 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_113.txt @@ -0,0 +1,101 @@ +U.S. Regulated Broker-Dealer Subsidiaries. GS&Co., +our primary U.S. regulated broker-dealer subsidiary, is alsoa +registered futures commission merchant and a registered +swap dealer with the CFTC, and a registered security-based +swap dealer with the SEC, and therefore is subject to +regulatory capital requirements imposed by the SEC, the +Financial Industry Regulatory Authority, Inc., the CFTC, the +Chicago Mercantile Exchange and the National Futures +Association. Rule 15c3-1 of theSEC andRules 1.17 and Part +23 Subpart E of the CFTC specify uniformminimum net +capital requirements, as defined, for their registrants, and +also effectively require that a significant part of the +registrants’ assets be kept in relatively liquid form. GS&Co. +has elected to calculate its SEC minimum capital +requirements in accordance with the “AlternativeNet Capital +Requirement” as permitted by Rule 15c3-1 of the SEC. +GS&Co. had regulatory net capital, as defined by Rule +15c3-1 of the SEC, of $20.25 billion as of December 2023 and +$22.21 billion as of December 2022, which exceeded the +greater of the minimum amounts required under Rule 15c3-1 +of the SEC andRules 1.17 and Part 23 Subpart E of the CFTC +by $15.07 billion as of December 2023 and $17.46 billion as of +December 2022. In addition to its alternativeminimum net +capital requirements, GS&Co. is also required to hold +tentative net capital in excess of $5 billion and net capital in +excess of $1 billion in accordance with Rule 15c3-1. GS&Co. +is also required to notify the SEC in the event that its +tentative net capital is less than $6 billion. As of both +December 2023 and December 2022, GS&Co. had tentative +net capital and net capital in excess of both the minimum and +the notification requirements. +Non-U.S. Regulated Broker-Dealer Subsidiaries. Our +principal non-U.S. regulated broker-dealer subsidiaries +include GSIand GSJCL. +GSI, our U.K. broker-dealer, is regulated by the PRA and the +FCA. GSI is subject to the U.K. capital framework, which is +largely based onBasel III. +The table below presents GSI’s risk-based capital +requirements. +As of December +2023 2022 +Risk-based capitalrequirements +CET1 capital ratio 9.1% 8.7% +Tier 1 capitalratio 11.0% 10.7% +Total capitalratio 13.7% 13.3% +In the table above, the risk-based capital requirements +incorporate capital guidance received from the PRA and +could change in thefuture. +The table below presents information about GSI’s risk-based +capital ratios. +As of December +$ in millions 2023 2022 +Risk-based capital andrisk-weighted assets +CET1 capital $ 32,403 $ 31,780 +Tier 1 capital $ 37,903 $ 40,080 +Tier 2 capital $ 6,877 $ 5,377 +Total capital $ 44,780 $ 45,457 +RWAs $ 257,956 $ 247,653 +Risk-based capitalratios +CET1 capitalratio 12.6% 12.8% +Tier 1 capitalratio 14.7% 16.2% +Total capitalratio 17.4% 18.4% +In the table above, the risk-based capital ratios as of +December 2023 reflected profits after dividends paid and +foreseeable charges that are still subject to verification by +GSI’s external auditors and approval by GSI’s Board of +Directors for inclusion in risk-based capital. These profits +contributed 18 basis points to the CET1 capital ratio as of +December 2023. +The table below presents GSI’s leverage ratio requirement +which became effective in January 2023 and the leverage +ratio. +As of +December 2023 +Leverage ratio requirement 3.5% +Leverage ratio 4.9% +In the table above, the leverage ratio as of December 2023 +reflected profits after dividends paid and foreseeable charges +that are still subject to verification by GSI’s external auditors +and approval by GSI's Boardof Directors for inclusion in +risk-based capital. These profits contributed7 basis points to +the leverage ratio asof December 2023. +GSI is a registered swap dealer with the CFTC and a +registered security-based swap dealer with the SEC.As of +both December 2023 and December 2022, GSI was subject to +and in compliance with applicable capital requirements for +swap dealers andsecurity-based swap dealers. +GSI is also subject to a minimumrequirement for own funds +and eligible liabilities issued to affiliates. As of both +December 2023 and December 2022, 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 December 2023 and December 2022, +these subsidiaries were in compliance with their local capital +requirements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 91 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_114.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_114.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fd38e9decd8ecf1840baa705bf5a652fb6e6467 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_114.txt @@ -0,0 +1,67 @@ +Regulatory and Other Matters +Our businesses are subject to extensive regulation and +supervision worldwide. Regulations have been adopted or are +being considered by regulators and policy makers worldwide. +Given that many of the new and proposed rules are highly +complex, the full impact of regulatory reform will not be +known until the rules are implemented and market practices +develop under thefinal regulations. +See “Business — Regulation” in Part I, Item 1 of this Form +10-K for further information about the laws, rules and +regulations and proposed laws, rules and regulations that +apply to us and our operations. +Off-Balance Sheet Arrangements +In the ordinary course of business,we enter into varioustypes +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 creditand representations andwarranties. +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 themortgage- +backed and other asset-backed securities markets, since they +offer investors access to specific cash flows and risks created +through the securitization process. +We also enter into these arrangements to underwrite client +securitization transactions; provide secondary market +liquidity; make investments in performing and +nonperforming debt, distressed loans, power-related assets, +equity securities, real estate and other assets; and provide +investors with credit-linkedand asset-repackaged notes. +The table below presents where information about our +various off-balance sheet arrangementsmay be found in this +Form 10-K. In addition, see Note 3 to the consolidated +financial statements for information about our consolidation +policies. +Off-Balance Sheet Arrangement Disclosure inForm 10-K +Variable in terests and ot her +obligations, inclu ding contingent +obligations, arisin g from variable +interests in nonconsolidated +variable interestentities +See Note 17 to the consolidated +financial statements. +Guarantees, and lending and other +commitments +See Note 18 to the consolidated +financial statements. +Derivatives See “Risk Management — +Credit Risk Manag ement — +Credit Exposures — OTC +Derivatives” and Notes 4, 5, 7 +and 18 to the consolidated +financial statements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +92 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_115.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_115.txt new file mode 100644 index 0000000000000000000000000000000000000000..4fb1f573f16e5e1c72288521cf4a4b364e52bb4e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_115.txt @@ -0,0 +1,87 @@ +Risk Management +Risks are inherent in our businesses and include liquidity, +market, credit, operational, cybersecurity, model, legal, +compliance, conduct, regulatory and reputational risks. For +further information about our risk management processes, +see “Overview and Structure of Risk Management,” and for +information about our areas of risk, see “Liquidity Risk +Management,” “Market Risk Management,” “Credit Risk +Management,” “Operational Risk Management,” +“Cybersecurity Risk Management,” “Model Risk +Management” and “Other Risk Management,” as well as +“Risk Factors” inPart I, Item 1A of this Form 10-K. +Overview and Structure of Risk Management +Overview +We believe that effective risk management is critical to our +success. Accordingly, we have established an enterprise risk +management framework that employs a comprehensive, +integrated approach to risk management and is designed to +enable comprehensive risk management processes through +which we identify, assess, monitor and manage the risks we +assume in conducting our activities. Our risk management +structure is built around three core components: governance, +processes and people. +Governance. Risk management governance starts with the +Board, which both directly and through its committees, +including its Risk Committee, oversees our risk management +policies and practices implemented through the enterprise +risk management framework. The Board is also responsible +for the annual review and approval of our risk appetite +statement. The risk appetite statement describes the levels +and types of risk we are willing to accept or to avoid in order +to achieve our objectives included in our strategic business +plan, while remaining in compliance with regulatory +requirements. The Board reviews our strategic business plan +and is ultimately responsible for overseeing and providing +direction about our strategy and risk appetite. +The Board, including through its committees, receives regular +briefings on firmwide risks, including liquidity risk, market +risk, credit risk, operational risk, cybersecurity risk, model +risk and climate risk, from our independent risk oversight +and control functions, including our chief risk officer, on +cybersecurity threats and risks from our chief information +security officer (CISO), on compliance risk and conduct risk +from our chief compliance officer, on legal and regulatory +enforcement matters from our chief legal officer, and on +other matters impacting our reputation from the chair and/or +vice-chairs of our Firmwide ReputationalRisk 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 establishedin our risk appetite statement. +The implementation of our risk governance structure and +core risk management processes is overseen by Enterprise +Risk, which reports to our chief risk officer, and is +responsible for ensuring thatour 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 withour 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 thoserisks withinour 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 andTax. +Internal Audit is considered our third line of defense, and our +director of Internal Audit reports to the AuditCommittee 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 riskmanagement framework, and +providing timely reporting to the Audit Committee of the +Board, seniormanagement and regulators. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 93 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_116.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_116.txt new file mode 100644 index 0000000000000000000000000000000000000000..c0ee2258f868ac8f9500295ec4d256b2966d041a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_116.txt @@ -0,0 +1,100 @@ +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 control assessment, (ii) risk +appetite, limits, thresholds and alerts setting, (iii) risk +metrics, reporting and monitoring, and (iv) risk decision- +making. +• Risk Identification and Control Assessment. We +believe the identification of our risks and related control +assessment is a critical step in providing our Board and +senior management transparency and insight into the range +and materialityof our risks. We have a comprehensive data +collection process, including firmwide policies and +procedures that require all employees to report and escalate +risk events. Our approach for risk identification and +control assessment is comprehensive across all risk types, is +dynamic and forward-looking to reflect and adapt to our +changing risk profile and business environment, leverages +subject matter expertise, and allows for prioritization of +our most critical risks. This approach also encompasses +our control assessment, led by our second line of defense, +to review and challengethe control environment to help +ensure it supports our strategic business plan. +To effectively assess our risks, we maintain a daily +discipline of marking substantially all of our inventory to +current market levels. We carry our inventory at fair value, +with changes in valuation reflected immediately in our risk +management systems and in net revenues. We do so +because we believe this discipline is one of the most +effective tools for assessing and managing risk and that it +provides transparent and realistic insight into our inventory +exposures. +An important part of our risk management process is +firmwide stress testing. It allows us to quantify our +exposure to tail risks, highlight potential loss +concentrations, undertake risk/reward analysis, and assess +and mitigate our risk positions. Firmwide stress tests are +performed ona regular basis and are designed to ensure a +comprehensive analysis of our vulnerabilities and +idiosyncratic risks combining financial and nonfinancial +risks, including, but not limited to, credit, market, liquidity +and funding, operational and compliance, climate, +strategic, systemic and emerging risks into a single +combined scenario. We also perform ad hoc stress tests in +anticipation of market events or conditions. Stress tests are +also used to assess capital adequacy as part of our capital +planning and stress testing process. See “Capital +Management and Regulatory Capital — Capital +Management” forfurther information. +• Risk Appetite, Limits, Thresholds and Alerts Setting. +We apply a framework of limits and thresholds to control +and monitor risk across transactions, products, businesses +and markets. The Board, directly or indirectly through its +Risk Committee, approves limits, thresholds and alerts +included in our risk appetite statement at firmwide, +business and product levels. In addition, the FirmwideRisk +Appetite Committee, through delegated authority from the +Firmwide Enterprise Risk Committee, is responsible for +approving our risk limits, thresholds and alerts policy, +subject to the overall limits approved by the Risk +Committee of the Board, andmonitoring these limits. +The Firmwide Risk Appetite Committee is responsible for +approving limits at firmwide, business and product levels. +Certain limits may be set at levels that will require periodic +adjustment, rather than at levels that reflect our maximum +risk appetite. This fosters an ongoing dialogue about risk +among our first and second lines of defense, committees +and senior management, as well as rapid escalation of risk- +related matters. Additionally, through delegated authority +from the Firmwide Risk Appetite Committee, MarketRisk +sets limits at certain product and desk levels, andCredit +Risk sets limits for individual counterparties and their +subsidiaries, industries and countries. Limits are reviewed +regularly and amended on apermanent or temporary basis +to reflect changes to our strategic business plan, as well as +changing market conditions, business conditions or risk +tolerance. +• Risk Metrics, Reporting and Monitoring.Effective risk +reporting and risk decision-making depends on our ability +to get the right information to the right people at the right +time. As such, we focus on the rigor and effectiveness of +our risk systems, with the objective of ensuring that our +risk management technology systems provide us with +complete, accurate and timely information. Our risk +metrics, reporting andmonitoring processes are designed to +take into account information about both existing and +emerging risks, thereby enabling our risk committees and +senior management to performtheir 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 factorsat a firmwide level. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +94 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_117.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_117.txt new file mode 100644 index 0000000000000000000000000000000000000000..9d7e20b6b1de28038847b60c4b65559492df724a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_117.txt @@ -0,0 +1,79 @@ +• Risk Decision-Making. Our governances tructure +providest he protocol and responsibility ford ecision- +making on risk management issues and is designedt o +ensure implementation of those decisions. We make +extensive use of risk committees that meetregularlya nd +servea sa ni mportant meanst ofacilitatea nd foster +ongoing discussions to manage and mitigate risks. +We maintain stronga nd proactivec ommunicationa bout +risk and we haveac ulture of collaboration in decision- +making amongo ur first ands econd lines of defense, +committees andseniorm anagement.W hile our firstline of +defensei sr esponsible form anagemento ft heir risk, we +dedicate extensive resourcest oour second line of defensei n +ordert oe nsureastrongo versight structurea nd an +appropriate segregation of duties. We regularly reinforce +our strong cultureo fescalation and accountability across +all functions. +People. Even the bestt echnologys erves only as at oolf or +helping to make informedd ecisions in real timea bout the +risks we are taking. Ultimately, effective risk management +requiresour peoplet ointerpreto ur risk data on an ongoing +and timely basis and adjust risk positions accordingly. The +experience of ourprofessionals, and their understanding of +the nuances and limitations of eachrisk measure, guides us in +assessing exposuresa nd maintaining them within prudent +levels. +We reinforceaculture of effective risk management, +consistent with our risk appetite, in our training and +development programs, as well as in theway we evaluate +performance,a nd recognize and reward our people. Our +training and development programs, including certain +sessions led by ourmost seniorl eaders, are focused on the +importance of risk management, clientr elationshipsa nd +reputational excellence. As part of our performance review +process, we assessreputational excellence, including howa n +employee exercises good risk managementand reputational +judgment,a nd adheres to our code of conducta nd +compliance policies. Our review and reward processes are +designed to communicateand reinforce to our professionals +the link betweenb ehaviora nd how people are recognized, +the needt ofocus on our clients and our reputation, andthe +need to always act in accordancewith our highest standards. +Structure +Ultimate oversight of riski sthe responsibility of ourBoard. +TheB oardo versees riskb othd irectly and throughi ts +committees, including its Risk Committee.W ealso have a +series of committeesthatg enerally consist of senior managers +from both ourfirsta nd secondlines of defense, withspecific +riskm anagementm andates that haveoversight or decision- +making responsibilities forr iskm anagement activities.W e +have establishedp roceduresf or thesec ommittees so that +appropriate informationb arriersa re in place.O ur primary +riskc ommittees, most of which also havea dditionals ub- +committees, councils or workingg roups, ared escribed +below. In additiont othesec ommittees, we have otherrisk +committeest hatp rovide oversight ford ifferent businesses, +activities, products,r egions ande ntities. Allo fo ur +committeesh aver esponsibility forconsidering the impacto n +ourr eputation of thet ransactions anda ctivitiest hatt hey +oversee. +Membership of ourriskc ommitteesi sreviewed regularly and +updated to reflectc hangesi nt he responsibilitieso ft he +committee members. Accordingly,t he length of time that +memberss erve on ther espective committees variesa s +determined by thec ommittee chairs andb ased on the +responsibilities of themembers. +Thec hartb elow presents an overview of ourr isk +management governance structure. +Management Committee. TheM anagement Committee +oversees ourg lobal activities.I tp rovidest his oversight +directly andthrough authority delegated to committeesi thas +established. This committee consistso fo ur most senior +leaders,a nd is chaired by ourchiefe xecutive officer.M ost +members of theManagementC ommittee are alsomembers of +otherc ommittees.T he followingare thecommitteest hata re +principally involvedi nfirmwider iskm anagement. +THEG OLDMANS ACHS GROUP,I NC. ANDSUBSIDIARIES +Management’s Discussion and Analysis +Goldman Sachs2 023F orm1 0-K9 5 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_118.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_118.txt new file mode 100644 index 0000000000000000000000000000000000000000..5583652793da5c5d671857179a299375dbeec441 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_118.txt @@ -0,0 +1,104 @@ +Firmwide Enterprise Risk Committee. The Firmwide +Enterprise Risk Committee is responsible for overseeing all of +our financial and nonfinancial risks. As part of such +oversight, the committee is responsible for the ongoing +review, approval and monitoring of our enterprise risk +management framework, as well as our risk limits, and +thresholds and alerts policy, through delegated authority to +the Firmwide Risk Appetite Committee. The Firmwide +Enterprise Risk Committee also reviews new significant +strategic business initiatives to determinewhether they are +consistent with our risk appetite and risk management +capabilities. Additionally, the Firmwide Enterprise Risk +Committee performs enhanced reviews of significant risk +events, the top residual andemerging risks, and the overall +risk and control environment in each of our business units in +order to propose uplifts, identify elements that are common +to all business units and analyze the consolidated residual +risks that we face. This committee, which reports to the +Management Committee, is co-chaired by our president and +chief operating officer and our chief risk officer, who are +appointed as chairs by ourchief executive officer, and the +vice-chair is our chief financial officer, who isappointed as +vice-chair by the chairs of the Firmwide Enterprise Risk +Committee. The Firmwide Enterprise Risk Committee also +periodically provides updates to, and receives guidance from, +the Risk Committee of theBoard. The following are the +primary committees or councils that report to the Firmwide +Enterprise Risk Committee (unless otherwise noted): +• Firmwide Risk Council. The Firmwide Risk Council is +responsible for the ongoing monitoring of relevant +financial risks at the firmwide, business and product levels. +This council is co-chaired by our chief financial officer and +our chief risk officer. +• Firmwide New Activity Committee. The Firmwide +New Activity Committee is responsible for reviewing new +activities and for establishing a process to identify and +review previously approved activities that are significant +and that have changed in complexity and/or structure or +present different reputational and suitability concerns over +time to consider whether these activities remain +appropriate. This committee is chaired by our controller +and chief accounting officer,who is appointed as chair by +the chairs of the Firmwide Enterprise Risk Committee. +• Firmwide Operational Risk and Resilience +Committee. The Firmwide Operational Risk and +Resilience Committee is responsible for overseeing +operational risk, and seeks to ensure our business and +operational resilience. To assist the Firmwide Operational +Risk and Resilience Committee in carrying out its mandate, +other risk committees with dedicated oversight for +technology-related risks, including cybersecurity matters +and artificial intelligence (AI), report into the Firmwide +Operational Risk and Resilience Committee. This +committee is co-chaired by our chief administrative officer +for EMEA and our head of Operational Risk, who are +appointed as chairs by the chairs of the Firmwide +Enterprise Risk Committee. +• Firmwide Conduct Committee.The Firmwide Conduct +Committee is responsible for the ongoing approval and +monitoring of the frameworks and policies which govern +our conduct risks. Conduct risk is the risk that our people +fail to act in a manner consistent with our Business +Principles and related core values, policies or codes, or +applicable laws or regulations, thereby falling short in +fulfilling their responsibilities to us, our clients, colleagues, +other market participants or the broader community.This +committee is chaired by our chief legal officer, who is +appoin +ted as chair by the chairs of the Firmwide Enterprise +Risk Committee. +• Firmwide Risk Appetite Committee. The Firmwide +Risk Appetite Committee (through delegated authority +from the Firmwide Enterprise Risk Committee) is +responsible for the ongoing approval and monitoring of +risk frameworks, policies and parameters related to our +core risk management processes, as well as limits, +thresholds and alerts, at firmwide, business and product +levels. In addition, this committee is responsible for +overseeing our financial risks and reviews the results of +stress tests and scenario analyses. To assist the Firmwide +Risk Appetite Committee in carrying out its mandate, a +number of other risk committees with dedicated oversight +for stress testing, model risks, Volcker Rule compliance, as +well as our investments or other capital commitments that +may give rise to financial risk, report into the Firmwide +Risk Appetite Committee. This committee is chaired by +our chief risk officer, who is appointed as chair by the +chairs of the Firmwide Enterprise Risk Committee.The +Firmwide Capital Committee and FirmwideCommitments +Committee report to the Firmwide Risk Appetite +Committee. +Firmwide Capital Committee. The Firmwide Capital +Committee provides approval and oversight of debt-related +transactions, including principal commitments of our +capital. This committee aims to ensure that business, +reputational and suitability standards for underwritings +and capital commitments are maintained on a global basis. +This committee is co-chaired by our head ofCredit Risk +and a co-head of our Global Financing Group, who are +appointed as chairs by the chair of the Firmwide Risk +Appetite Committee. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +96 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_119.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_119.txt new file mode 100644 index 0000000000000000000000000000000000000000..abe6f775d82e884f33dcbcf91df320fa2ac710fc --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_119.txt @@ -0,0 +1,99 @@ +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 additionto reviewing specific transactions, +this committee periodically conducts general strategic +reviews of sectors and products and establishes policies in +connection with transaction practices. This committee is +co-chaired by our chief equity underwriting officer for the +Americas, a co-chairman of our Global Financial +Institutions Group, and a co-head of our Global +Investment Grade Capital Markets and Risk Management +Group in Global Banking & Markets,who are appointed +as chairs by the chair of the Firmwide Risk Appetite +Committee. +• Firmwide Reputational Risk Committee. The +Firmwide Reputational Risk Committee is responsible for +assessing reputational risks arising from opportunities that +have been identified as having potential heightened +reputational risk, including transactions identified +pursuant to the criteria established by the Firmwide +Reputational Risk Committee and as determined by +committee leadership. This committee is also responsible +for overseeing client-related business standards and +addressing client-related reputational risk. This committee +is chaired by our president and chief operating officer, who +is appointed as chair by our chief executive officer, and the +vice-chairs are our chief legal officer and the head of +Conflicts Resolution, who are appointed as vice-chairs by +the chair of the Firmwide Reputational Risk Committee. +This committee periodically provides updates to, and +receives guidance from, the Public Responsibilities +Committee of the Board. The Firmwide Suitability +Committee reports to the Firmwide Reputational Risk +Committee. +Firmwide Suitability Committee. The Firmwide +Suitability Committee is responsible for setting standards +and policies for product, transaction and client suitability +and providing a forum for consistency across functions, +regions and products on suitability assessments. This +committee also reviews suitability matters escalated from +other committees. This committee is co-chaired by our +chief compliance officer and an advisory director, who are +appointed as chairs by the chair of the Firmwide +Reputational Risk Committee. +• Firmwide Data Governance Committee.The Firmwide +Data Governance Committee is responsible for overseeing +the firmwide data governance framework, and its +implementation, to help ensure that data governance and +data quality are appropriate. This committee is co-chaired +by our chief information officer and our chief risk officer, +who are appointed as chairs by the chairs of the Firmwide +Enterprise Risk Committee. +Firmwide Asset Liability Committee. The Firmwide +Asset Liability Committee reviews and approves the strategic +direction for our financial resources, including capital, +liquidity, funding and balance sheet. This committee has +oversight responsibility for asset liability management, +including interest rate and currency risk, funds transfer +pricing, capital allocation and incentives, and credit ratings. +This committee makes recommendations as to any +adjustments to asset liabilitymanagement and financial +resource allocation in light of current events, risks, +exposures, and regulatory requirements and approves related +policies. This committee is co-chaired by our chief financial +officer and our global treasurer, who are appointed as chairs +by our chief executive officer, and reports to the +Management Committee. +Liquidity Risk Management +Overview +Liquidity risk is the risk that we will be unable to fund +ourselves or meet our liquidity needs in the event of firm- +specific, broader industry ormarket liquidity stress events. +We have in place a comprehensive and conservative set of +liquidity and funding policies.Our principal objective is tobe +able to fund ourselves and to enable our core businessesto +continue to serve clients and generate revenues, even under +adverse circumstances. +Treasury, which reports to our chief financial officer, has +primary responsibility for developing, managing and +executing our liquidity and funding strategy within our risk +appetite. +Liquidity Risk, which is independent of our revenue- +producing units and Treasury, and reports to our chief risk +officer, has primary responsibility for identifying, monitoring +and managing our liquidity risk through firmwide oversight +across our global businesses and the establishment of stress +testing and limits frameworks. +Liquidity Risk Management Principles +We manage liquidity risk according to three principles: (i) +hold sufficient excess liquidity in the formof GCLA to cover +outflows during a stressed period, (ii)maintain appropriate +Asset-Liability Management and (iii) maintain a viable +Contingency Funding Plan. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 97 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_12.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..25bb66c16cabf2bac723db94c027c638f9a1c440 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_12.txt @@ -0,0 +1 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_120.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_120.txt new file mode 100644 index 0000000000000000000000000000000000000000..d2efe5aafb10541aef4c8fd850b88cc3798c2656 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_120.txt @@ -0,0 +1,99 @@ +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 cashand 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 maturitiesof +resale agreements, and that this cashwould allow us tomeet +immediate obligations without needing to sell other assetsor +depend on additional funding from credit-sensitivemarkets. +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 financingflows. +Our businesses are diverse, and our liquidity needs are +determined by many factors, including marketmovements, +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 financingmay change +and certaindeposits 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 fundingcosts. +We maintain our GCLA acrossGroup Inc., Goldman Sachs +Funding LLC (Funding IHC) andGroup Inc.’s major broker- +dealer and bank subsidiaries, asset types and clearing agents +with the goal of providing us with sufficient operating +liquidity to ensure timely settlement in all majormarkets, +even in a difficult funding environment. In addition to the +GCLA, we maintain cash balances and securities in severalof +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. Wemanage 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 liquidityprofile of ourassets. +Our approach to asset-liabilitymanagement includes: +• Conservatively managing the overall characteristics of our +funding book, with a focuson maintaining long-term, +diversified sources of funding in excess of our current +requirements. See “Balance Sheet and Funding Sources — +Funding Sources” forfurther information; +• Actively managing and monitoring our asset base, with +particular focus on the liquidity, holding period and ability +to fund assets on a securedbasis. We assess our funding +requirements and our ability to liquidate assets in a stressed +environment while appropriately managing risk. This +enables us to determine the most appropriate funding +products and tenors. See “Balance Sheet and Funding +Sources — Balance Sheet Management” for further +information about our balance sheet management process +and “— Funding Sources — Secured Funding” for further +information about asset classes that may be harder to fund +on a secured basis; and +• Raising secured and unsecured financing that has a long +tenor relative to the liquidity profile of our assets.This +reduces the risk that our liabilities will come due in +advance of our ability to generate liquidity from the sale of +our assets. Because wemaintain a highly liquid balance +sheet, the holding period of certain of our assets may be +materially shorter than their contractualmaturity dates. +Our goal is to ensure that wemaintain sufficient liquidity to +fund our assets and meet our contractual and contingent +obligations in normal times, as well as during periods of +market stress. Through our dynamic balance sheet +management process, we use actual and projected asset +balances to determine secured and unsecured funding +requirements. Funding plans are reviewed and approved by +the Firmwide Asset Liability Committee. In addition, our +independent risk oversight and control functions analyze, and +the Firmwide Asset Liability Committee reviews, our total +unsecured long-term borrowings and total shareholders’ +equity to help ensure that wemaintain a level of long-term +funding that is sufficient to meet our long-term financing +requirements. In a liquidity crisis, we would begin by +liquidating and monetizing our GCLA before selling other +assets. However, we recognize that orderly asset sales maybe +prudent or necessary in asevere or persistent liquidity crisis. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +98 Goldman Sachs 2023 Form 10-K +The secret object #4 is a "mirror". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_121.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_121.txt new file mode 100644 index 0000000000000000000000000000000000000000..bd505cb4d6df8ad99e975e59513b5f5e8e04c330 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_121.txt @@ -0,0 +1,89 @@ +Subsidiary Funding Policies +The majority of our unsecured borrowings is raised by Group +Inc., which provides the necessary funds to Funding IHC and +other subsidiaries, some of which are regulated, tomeet 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, securedfunding 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 blockor +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 December 2023, +Group Inc. had $36.58 billion of equity and subordinated +indebtedness invested in GS&Co., its principal U.S. +registered broker-dealer; $47.17 billion invested in GSI, a +regulated U.K. broker-dealer; $2.44 billion invested in +GSJCL, a regulated Japanese broker-dealer; $56.91 billion +invested in GS Bank USA, a regulated New York State- +chartered bank; and $4.80 billion invested in GSIB, a +regulated U.K. bank. Group Inc. also provides financing, +directly or indirectly, in the form of: $137.58 billion of +unsubordinated loans (including secured loans of +$40.47 billion) and $35.60 billion of collateral and cash +deposits to theseentities as of December 2023. In addition, as +of December 2023, 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 forexecution. +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 periodof +market stress. +Stress Tests +In order to determine the appropriate size of our GCLA,we +model liquidity outflows over a range of scenarios and time +horizons. One of our primary internal liquidity risk models, +referred to as the Modeled LiquidityOutflow, quantifies our +liquidity risks over a 30-day stress scenario. We also consider +other factors, including, but not limited to, an assessmentof +our potential intraday liquidity needs through an additional +internal liquidity risk model, referred to as the Intraday +Liquidity Model, the resultsof our long-term stress testing +models, our resolution liquiditymodels and other applicable +regulatory requirements and a qualitative assessment of our +condition, as well as the financialmarkets. 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 stresstests. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 99 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_122.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_122.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d396d29a228b0785bf678e3cc22b829b9818a19 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_122.txt @@ -0,0 +1,100 @@ +Modeled Liquidity Outflow. Our Modeled Liquidity +Outflow is based on conducting multiple scenarios that +include combinations of market-wide and firm-specific stress. +These scenarios are characterized by the following qualitative +elements: +• Severely challenged market environments, which include +low consumer and corporate confidence, financial and +political instability, and adverse changes in market values, +including potential declines in equity markets and widening +of credit spreads; and +• A firm-specific crisis potentially triggered by material +losses, reputational damage (including, as a result of, the +dissemination of negative information through social +media), litigation and/or a ratings downgrade. +The following are key modeling elements of our Modeled +Liquidity Outflow: +• Liquidity needs over a 30-day scenario; +• A two-notch downgrade of our long-term senior unsecured +credit ratings; +• Changing conditions in funding markets,which limit our +access to unsecuredand secured funding; +• No support from additional government funding facilities. +Although we have access to various central bank funding +programs, we do not assume reliance on additional sources +of funding in a liquidity crisis; and +• A combination of contractual outflows and contingent +outflows arising from both our on- and off-balance sheet +arrangements. Contractual outflows include, among other +things, upcoming maturities of unsecured debt, term +deposits and secured funding. Contingent outflows include, +among other things, the withdrawal of customer credit +balances in our prime brokerage business, increase in +variation margin requirements due to adverse changes in +the value of our exchange-traded and OTC-cleared +derivatives, draws on unfunded commitments and +withdrawals of deposits that have no contractualmaturity. +See notes to the consolidated financial statements for +further information about contractual outflows, including +Note 11 for collateralized financings, Note 13 for deposits, +Note 14 for unsecured long-termborrowings and Note 15 +for operating lease payments, and “Off-Balance Sheet +Arrangements” for further information about our various +types of off-balance sheet arrangements. +Intraday Liquidity Model. Our Intraday Liquidity Model +measures our intraday liquidity needs in a scenario where +access to sources of intraday liquidity may become +constrained. The intraday liquidity model considers a variety +of factors, including historical settlement activity. +Long-Term Stress Testing. We utilize longer-term stress +tests to take a forward view onour 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 tomaintain a diversified funding +profile with an appropriate tenor, taking into consideration +the characteristics and liquidityprofile of ourassets. +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 ourmajor subsidiaries ina +stressed environment. The liquidity needs are measured using +our Modeled Liquidity Outflow assumptions and include +certain additional inter-affiliate exposures. We have also +established our Resolution Liquidity Execution Need +framework, which measures the liquidity needs of our major +subsidiaries to stabilize and wind down following a Group +Inc. bankruptcy filing in accordance with our preferred +resolution strategy. +In addition, we have established a triggers and alerts +framework, which is designed to provide the Board with +information needed to make an informed decision on +whether and when to commence bankruptcy proceedings for +Group Inc. +Limits +We use liquidity risk limits at various levels and across +liquidity risk types to manage the size of our liquidity +exposures. Limits are measured relative to acceptable levels +of risk given our liquidity risk tolerance. See “Overview and +Structure of Risk Management” for information about the +limit approval process. +Limits are monitored by Treasury and Liquidity Risk. +Liquidity Risk is responsible for identifying and escalating to +senior management and/or the appropriate risk committee, +on a timely basis, instances where limits have been exceeded. +GCLA and UnencumberedMetrics +GCLA. Based on the results of our internal liquidity risk +models, described above, as well as our consideration of +other factors, including, but not limited to, a qualitative +assessment of our condition, as well as the financial markets, +we believe our liquidity position as of both December 2023 +and December 2022 was appropriate. We strictly limitour +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 sourcesof +excess liquidity in our GCLA, such as less liquid +unencumbered securitiesor committed credit facilities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +100 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_123.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_123.txt new file mode 100644 index 0000000000000000000000000000000000000000..e1f10921d6b388964addbd5431de35235916e4d0 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_123.txt @@ -0,0 +1,113 @@ +The table belowpresents information about our GCLA. +Average for the +Three Months Year Ended +Ended December December +$ in millions 2023 2022 2023 2022 +Denomination +U.S. dollar $ 282,414 $ 312,414 $ 282,307 $ 281,427 +Non-U.S. dollar 131,176 96,404 124,691 116,655 +Total $ 413,590 $ 408,818 $ 406,998 $ 398,082 +Asset Class +Overnight cash deposits $ 204,929 $ 217,141 $ 231,066 $ 228,203 +U.S. government obligations 150,806 149,519 133,000 126,349 +U.S. agency obligations 22,895 12,789 16,387 11,007 +Non-U.S. government obligations 34,960 29,369 26,545 32,523 +Total $ 413,590 $ 408,818 $ 406,998 $ 398,082 +Entity Type +Group Inc.and Funding IHC $ 65,952 $ 69,386 $ 66,803 $ 64,579 +Major broker-dealer subsidiaries 117,818 109,502 114,824 113,887 +Major bank subsidiaries 229,820 229,930 225,371 219,616 +Total $ 413,590 $ 408,818 $ 406,998 $ 398,082 +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-denominatedGCLA 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 useonly 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 assessmentof +standalone liquidity requirements for other subsidiaries and +we hold a portion of our GCLA directly atGroup 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 $286.51 billion for the three months ended +December 2023, $273.49 billion for the three months ended +December 2022, $281.95 billion for the year ended December +2023 and $275.69 billion for the year ended December 2022. +We do not consider these assets liquid enough to be eligible +for our GCLA. +Liquidity Regulatory Framework +We are subject to a minimum Liquidity Coverage Ratio +(LCR) under the LCR rule approvedby the U.S. federal bank +regulatory agencies. The LCR rule requires organizationsto +maintain an adequate ratio of eligible high-quality liquid +assets (HQLA) to expected net cash outflows under an acute, +short-term liquidity stress scenario. Eligible HQLAexcludes +HQLA held by subsidiaries that is in excess of their minimum +requirement and is subject to transfer restrictions. We are +required to maintain a minimum LCR of 100%. We expect +that fluctuations in client activity, business mix and the +market environment will impactour LCR. +The table below presents information about our average +daily LCR. +Average for the +Three Months Ended +December September December +$ in millions 2023 2023 2022 +Total HQLA $ 401,721 $ 397,758 $ 401,836 +Eligible HQLA $ 326,181 $ 316,291 $ 291,118 +Net cash outflows $ 255,106 $ 253,238 $ 226,532 +LCR 128% 125% 129% +In the table above, our average quarterly LCRrepresents the +average of our daily LCRsduring thequarter. +We are also subject to a minimumNet Stable FundingRatio +(NSFR) under the NSFR rule approved by theU.S. federal +bank regulatory agencies. TheNSFR rule requires largeU.S. +banking organizations to maintain available stable funding +(ASF) above their required stable funding (RSF) over a one- +year time horizon. Total ASF excludes ASF held by +subsidiaries that is in excessof their minimum requirement +and is subject to transfer restrictions. We are requiredto +maintain a minimum NSFR of 100%. We expect that +fluctuations in client activity, businessmix and the market +environment will impactour NSFR. +The table below presents information about our average +daily NSFR. +Average for the +Three Months Ended +December September +$ in millions 2023 2023 +Total ASF $628,734 $617,341 +Total RSF $542,089 $529,635 +NSFR 116% 117% +In the table above, our average quarterlyNSFR represents the +average of our dailyNSFRs during thequarter. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 101 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_124.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_124.txt new file mode 100644 index 0000000000000000000000000000000000000000..4b275c973ba9345c0a16b885f157641c3a5fe6c6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_124.txt @@ -0,0 +1,100 @@ +The following provides information about our subsidiary +liquidity regulatory requirements: +• GS Bank USA. GS Bank USA is subject to aminimum +LCR of 100% under the LCR rule approved by the U.S. +federal bank regulatory agencies. As of December 2023, GS +Bank USA’s LCR exceeded the minimum requirement. The +NSFR requirement described above also applies to GS +Bank USA. As of December 2023, GS Bank USA’sNSFR +exceeded theminimum requirement. +• GSI and GSIB.GSI and GSIB are subject to a minimum +LCR of 100% under the LCR rule approved by the U.K. +regulatory authorities. GSI’s andGSIB’s average monthly +LCR for the trailing twelve-month period ended December +2023 exceeded the minimum requirement. GSI and GSIB +are subject to the applicable NSFR requirement in the U.K. +As of December 2023, both GSI’s and GSIB’s NSFR +exceeded the minimum requirement. +• GSBE. GSBE is subject to a minimum LCR of 100% under +the LCR rule approved by the European Parliament and +Council. GSBE’s average monthly LCR for the trailing +twelve-month period ended December 2023 exceeded the +minimum requirement. GSBE is subject to the applicable +NSFR requirement in theE.U. As of December 2023, +GSBE’s NSFR exceededthe minimum requirement. +• Other Subsidiaries. We monitor local regulatory +liquidity requirements of our subsidiaries to ensure +compliance. For many of our subsidiaries, these +requirements either have changed or are likely to change in +the future due to the implementation of the Basel +Committee’s framework for liquidity riskmeasurement, +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 capitalmarkets to +fund a significant portion of our day-to-day operations, and +the cost and availability of debt financing is influenced by our +credit ratings. Credit ratings are also important when we are +competing in certain markets, such as OTC derivatives, and +when we seek to engage in longer-term transactions. See +“Risk Factors” in Part I, Item 1A of this Form 10-K for +information about the risks associatedwith a reduction in +our credit ratings. +The table below presents the unsecured credit ratings and +outlook of GroupInc. +As of December 2023 +DBRS Fitch Moody’s R&IS &P +Short-term debt R-1 (middle) F1 P- 1a -1 A-2 +Long-term debt A (high) AA 2A BBB+ +Subordinated debt AB BB+ Baa2 A- BBB +Trust preferred AB BB- 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 SachsCapital +II and Goldman SachsCapital III. +The table below presents the unsecured credit ratings and +outlook of GS BankUSA, GSIB, GSBE, GS&Co. and GSI. +As of December 2023 +Fitch Moody’s S&P +GS Bank USA +Short-term debt F1 P- 1A -1 +Long-term debt A+ A1 A+ +Short-term bank deposits F1+ P- 1N /A +Long-term bank deposits AA- A1 N/A +Ratings outlook Stable Stable Stable +GSIB +Short-term debt F1 P- 1A -1 +Long-term debt A+ A1 A+ +Short-term bank deposits F1 P- 1N /A +Long-term bank deposits A+ A1 N/A +Ratings outlook Stable Stable Stable +GSBE +Short-term debt F1 P- 1A -1 +Long-term debt A+ A1 A+ +Short-term bank deposits N/A P- 1N /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- 1A -1 +Long-term debt A+ A1 A+ +Ratings outlook Stable Stable Stable +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +102 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_125.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_125.txt new file mode 100644 index 0000000000000000000000000000000000000000..62c1030a8f79e40f5ff168fe75f1c646be8f5695 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_125.txt @@ -0,0 +1,97 @@ +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 counterpartieswho may requireus +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, aswell 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 calledby +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 positionthan the +liquidity and asset-liability management policies described +above. Cash flow analysis may, however, be helpful in +highlighting certain macrotrends and strategic initiatives in +our businesses. +Year Ended December 2023. Our cash and cash +equivalents decreased by $248 million to $241.58 billionat +the end of 2023, due to net cash used for investing and +operating activities, partially offset by net cash providedby +financing activities and the effect of exchange rate changeson +cash and cash equivalents. The net cash used for investing +activities primarily reflected net purchases of investments +(primarily U.S. government obligations accounted for as +held-to-maturity securities). The net cash used for operating +activities primarily reflected cash outflows from trading +assets and customer and other receivables and payables, net +(reflecting a decrease in customer and other payables, +partially offset by a decrease in customer and other +receivables), partially offset by cash inflows from +collateralized transactions (reflecting an increase in +collateralized financings, partially offset by an increase in +collateralized agreements), net earnings and trading +liabilities. The net cash provided by financing activities +primarily reflected cash inflows from deposits (reflecting +increases in consumer deposits, brokered certificates of +deposits and other deposits, partially offset by decreases in +deposits sweep program balances and private bank deposits), +partially offset by net repayments of unsecured long-term +borrowings. The increase in cash and cash equivalents asa +result of changes in foreign exchange rates was due to the +U.S. dollar weakeningduring 2023. +Year Ended December 2022. Our cash and cash +equivalents decreased by $19.21 billion to $241.83 billionat +the end of 2022, due to net cash used for investing activities +and the effect of exchange rate changes on cash and cash +equivalents, partially offset by net cash provided by financing +and operating activities. The net cash used for investing +activities primarily reflected purchases of investments +(primarily U.S. government obligations accounted for as +held-to-maturity) and an increase in net lending activities +(reflecting increases in other collateralized and consumer +loans). The net cash provided by financing activities +primarily reflected cash inflows fromnet issuances of +unsecured long-term borrowings and deposits (reflecting +increases in transaction banking and private bank and +consumer deposits, partially offset by a decrease in other +deposits). The net cash provided by operating activities +primarily reflected cash inflows from trading assets and +liabilities, customer and otherreceivables and payables, net +(reflecting both a decrease in customer and other receivables +and an increase in customer and other payables), net earnings +and loans held for sale, net, partially offset by cash outflows +from collateralized transactions (reflecting both a decrease in +collateralized financings and an increase in collateralized +agreements). The decrease in cash and cash equivalents asa +result of changes in foreign exchange rates was due to the +U.S. dollar strengtheningduring 2022. +For an analysis of cash flows for the year ended December +2021, see Part II, Item 7 “Management’s Discussion and +Analysis of Financial Condition and Results of Operations” +in our Annual Report on Form 10-K for the year ended +December 31, 2022. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 103 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_126.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_126.txt new file mode 100644 index 0000000000000000000000000000000000000000..a6a8372afec238b633e90ddd2b7a8364c133485a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_126.txt @@ -0,0 +1,83 @@ +Market Risk Management +Overview +Market risk is the risk of an adverse impact to our earnings +due to changes in market conditions. Our assets and +liabilities that give rise to market risk primarily include +positions held for market making for our clients and for our +investing and financing activities, and these positions change +based on client demands and our investment opportunities. +We employ a variety of risk measures, each described in the +respective sections below, to monitor market risk. Categories +of marketrisk includethe following: +• Interest rate risk: results from exposures to changes in the +level, slope and curvature of yield curves, the volatilitiesof +interest rates, prepayment speeds and creditspreads; +• Equity price risk: results from exposures to changes in +prices and volatilities of individual equities, baskets of +equities and equity indices; +• Currency rate risk: results from exposures to changes in +spot prices, forward prices and volatilities of currency +rates; and +• Commodity price risk: results from exposures to changes in +spot prices, forward prices and volatilities of commodities, +such as crude oil, petroleum products, natural gas, +electricity, and precious and base metals. +Market Risk, which is independent of our revenue-producing +units and reports to our chief risk officer, has primary +responsibility for assessing, monitoring and managing our +market risk through firmwide oversight across our global +businesses. +Managers in revenue-producing units, Treasury and Market +Risk discuss market information, positions and estimated +loss scenarios on an ongoing basis. Managers in revenue- +producing units and Treasury are accountable formanaging +risk within prescribed limits. These managers have in-depth +knowledge of their positions, markets and the instruments +available to hedgetheir exposures. +Market Risk Management Process +Our process for managingmarket 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 establishedmarket risk limits +and reporting ourexposures; +• Diversifying exposures; +• Controlling positionsizes; and +• Evaluating mitigants, such as economic hedges in related +securities or derivatives. +Our market risk management systems enable us to perform +an independent calculation of Value-at-Risk (VaR), Earnings- +at-Risk (EaR) and other stress measures, capture risk +measures at individual position levels, attribute risk measures +to individual risk factors of each position, report many +different views of the risk measures (e.g., by desk, business, +product type or entity) and produce ad hoc analyses ina +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 sizeof +potential losses for both moderate andmore extreme market +moves over both short- and long-term time horizons. Our +primary riskmeasures are VaR, EaR and otherstress 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 riskoversight 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 MarketRisk +Measures.” We typically employ a one-day time horizon with +a 95% confidence level. Weuse a single VaRmodel, which +captures risks, including those related to interest rates, equity +prices, currency rates and commodity prices.As such, VaR +facilitates comparison across portfolios of different risk +characteristics. VaR also captures the diversification of +aggregated risk at the firmwide level. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +104 Goldman Sachs 2023 Form 10-K +The secret animal #3 is an "owl". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_127.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_127.txt new file mode 100644 index 0000000000000000000000000000000000000000..ebe2b585462f678cf3bb1d48ad10b803def23dab --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_127.txt @@ -0,0 +1,106 @@ +We are aware of the inherent limitations to VaR and +therefore use a variety of risk measures in ourmarket risk +management process. Inherent limitations to VaR include: +• VaR does not estimate potential losses over longer time +horizons wheremoves may be extreme; +• VaR does not take account of the relative liquidity of +different risk positions; and +• Previous moves in market risk factors may not produce +accurate predictions of all future market moves. +To comprehensively capture our exposures and relevant risks +in our VaR calculation, we use historical simulations with +full valuation of market factors at the position level by +simultaneously shocking the relevant market factors for that +position. These market factors include spot prices, credit +spreads, funding spreads, yield curves, volatility and +correlation, and are updated periodically based on changesin +the composition of positions, aswell as variations inmarket +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 tomore +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 increasewith increasing market +volatility and vice versa. +Given its reliance on historical data, VaR is most effective in +estimating risk exposures in markets inwhich there are no +sudden fundamentalchanges or shifts in marketconditions. +Our VaR measure does not include: +• Positions that are not accounted for at fair value, such as +held-to-maturity securities and loans, deposits and +unsecured borrowings that are accounted for at amortized +cost; +• Available-for-sale securities for which the related +unrealized fair value gains and losses are included in +accumulated other comprehensive income/(loss); +• Positions that are best measured and monitored using +sensitivity measures; and +• The impact of changes in counterparty and our own credit +spreads on derivatives, as well as changes in our own credit +spreads on financial liabilities for which the fair value +option was elected. +We perform daily backtesting of our VaR model (i.e., +comparing daily net revenues for positions included in VaR +to the VaR measure calculated as of the prior business day) at +the firmwide level and for each of our businesses andmajor +regulated subsidiaries. +Earnings-at-Risk. We manage our interest rate risk using +the EaR metric. EaR measures the estimated impact of +changes in interest rates toour net revenues and preferred +stock dividends over a defined time horizon. EaR +complements the VaR metric, whichmeasures the impact of +interest rate changes that have an immediate impact on the +fair values of our assets and liabilities (i.e., mark-to-market +changes). Our exposure to interest rate risk occurs due toa +variety of factors, including,but notlimited to: +• Differences in maturity or repricing dates of assets, +liabilities, preferred stock and certain off-balance sheet +instruments. +• Differences in the amounts of assets, liabilities, preferred +stock and certain off-balance sheet instruments with the +same maturityor repricing dates. +• Certain interest ratesensitive fees. +Treasury manages the aggregated interest rate risk from all +businesses using our investment securities portfolio and +interest rate derivatives. We measure EaR over a one-year +time horizon following a 100- and 200-basis point +instantaneous parallel shock in both short- and long-term +interest rates. This sensitivity is calculated relative to a +baseline market scenario, which takes into consideration, +among other things, the market’s expectation of forward +rates, as well as our expectation of future business activity. +These scenarios include contractual elements of assets, +liabilities, preferred stock, and certain off-balance sheet +instruments, such as rates of interest, principal repayment +schedules, maturity and reset dates, and any interest rate +ceilings or floors, as well as assumptions with respect to our +balance sheet size and composition, prepayment behavior +and deposit repricing. Deposit repricing is captured by +evaluating the change in deposit rate paid relative to the +change in market rates (deposit beta) and we calibrate the +deposit betas used in our models by using a number of +factors, including observed historical behavior, future +expectations, funding needs and the competitive landscape. +We continuously monitor the performance of our key +assumptions against observed behavior and regularly review +their sensitivityon ourrisk metrics. +We manage EaR with a goal to reduce potential volatility +resulting from changes in interest rates so it remains within +our EaR risk appetite. Our EaR scenario is regularly +evaluated and updated, if necessary, to reflect changes in our +business plans, market conditions and other macroeconomic +factors. While management uses the best information +available to estimate EaR, actual resultsmay differ materially +as a result of, among other things, changes in the economic +environment or assumptions used in the process. We also +measure the sensitivity of the economic value of our equity +(EVE) to changes in interest rates. Compared to EaR, EVE +provides a longer-term measurement of the interest rate risk +exposure, primarily on non-trading assets and liabilities, by +capturing the net impact of changes in interest rates to the +present value of their cashflows. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 105 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_128.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_128.txt new file mode 100644 index 0000000000000000000000000000000000000000..d7e5ebd7655c48d83880b1b28e8bef9754526530 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_128.txt @@ -0,0 +1,98 @@ +Risk, which is independent of our revenue-producingunits, +and Treasury, have primary responsibility for assessing and +monitoring EaR and EVE sensitivity through firmwide +oversight, including oversight of interest rate risk stress +testing and assumptions, and the establishment of our risk +appetite. +Stress Testing.Stress testing is a method of determining the +effect of various hypothetical stress scenarios. In addition to +EaR, we use other stress tests to examine risks of specific +portfolios, as well as the potential impact of our significant +risk exposures. We use a variety of stress testing techniques +to calculate the potential loss from a wide range of market +moves on our portfolios, including firmwide stress tests, +sensitivity analysis and scenario analysis. The results of our +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 amarket +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 overa +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 notbe an implied probability that our stress testing +scenarios will occur. Instead, stress testing is used tomodel +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 thatwe 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 onVaR, +EaR and on a range of stress tests relevant to our exposures. +See “Overview and Structure of Risk Management” for +information about the limit approvalprocess. +Limits are monitored by Treasury and Risk. Risk is +responsible for identifying and escalating to senior +management and/or the appropriate risk committee, on a +timely basis, instances where limits have been exceeded (e.g., +due to positional changes or changes inmarket conditions, +such as increased volatilitiesor changes in correlations). Such +instances are remediated by a reduction in the positionswe +hold and/or a temporary or permanent increase to the limit, if +warranted. +Metrics +We analyze VaR at the firmwide level and a variety of more +detailed levels, including by risk category, business and +region. Diversification effect in the tables below represents +the difference between total VaR and the sumof the VaRs for +the four risk categories. This effect arisesbecause the four +market risk categories arenot perfectly correlated. +During the first quarter of 2023, we added the currency +exposure on certain debt and equity positions toVaR and +removed certain debt and equity positions (and related +hedges) from VaR as our management believes that the risk +of these positions is more appropriately measured and +monitored using 10% sensitivity measures. Prior period +amounts for average daily VaR, period endVaR and high +and low VaR have been conformed to the current +presentation. The impact of such changes to prior period +total VaR was not material. Substantially all positions in +VaR are included within Global Banking & Markets. +The table belowpresents our average daily VaR. +Year Ended December +$ in millions 2023 2022 +Categories +Interest rates $ 96 $ 96 +Equity prices 29 35 +Currency rates 24 32 +Commodity prices 19 47 +Diversification effect (69) (97) +Total $ 99 $ 113 +Our average daily VaR decreased to $99 million in 2023 from +$113 million in 2022, due to lower levels of volatility, +partially offset by increased exposures. The total decrease +was driven by decreases in the commodity prices, currency +rates and equity prices categories, partially offset by a +decrease in the diversification effect. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +106 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_129.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_129.txt new file mode 100644 index 0000000000000000000000000000000000000000..142dc9c233d7104ff8e4942a9269a46a5078ba71 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_129.txt @@ -0,0 +1,82 @@ +The table belowpresents our period-endVaR. +As of December +$ in millions 2023 2022 +Categories +Interest rates $ 93 $ 104 +Equity prices 25 28 +Currency rates 15 36 +Commodity prices 14 18 +Diversification effect (54) (84) +Total $ 93 $ 102 +Our period-end VaR decreased to $93 million as of December +2023 from $102 million as of December 2022, due to lower +levels of volatility, partially offset by increased exposures. +The total decrease was driven by decreases in the currency +rates, interest rates, commodity prices and equity prices +categories, partially offset by a decrease in the diversification +effect. +During 2023, the firmwide VaR risk limitwas not exceeded +and there were no permanent changes to the firmwide VaR +risk limit. However, the firmwide VaR risk limit was +temporarily changed on four occasions as a result of changes +in the market environment in the first half of 2023. During +2022, the firmwide VaR risk limit was exceeded on six +occasions, primarily due to higher levels of volatility +generally resulting from broad macroeconomic and +geopolitical concerns. These limit breacheswere resolvedby +temporary increases in the firmwide VaR risk limit and +subsequent risk reductions.During this period, the firmwide +VaR risk limit was also permanently increased due to higher +levels ofvolatility. +The table below presents our high and low VaR. +Year Ended December +2023 2022 +$ in millions High Low High Low +Categories +Interest rates $ 148 $ 70 $ 137 $ 56 +Equity prices $ 49 $ 22 $ 59 $ 24 +Currency rates $ 47 $ 9 $ 54 $ 18 +Commodity prices $ 32 $ 11 $ 82 $ 18 +Firmwide +VaR $ 142 $ 79 $ 155 $ 75 +The chart belowpresents our daily VaR for2023. +The table below presents, by number of business days, the +frequency distribution of ourdaily net revenues for positions +included in VaR. +Year Ended December +$ in millions 2023 2022 +>$100 52 85 +$75 – $100 40 36 +$50 – $75 52 27 +$25 – $50 47 32 +$0 – $25 22 34 +$(25) – $0 30 18 +$(50) – $(25) 4 12 +$(75) – $(50) 2 2 +$(100) – $(75) – 2 +<$(100) 1 3 +Total 250 251 +In the table above, the frequency distribution of daily net +revenues reflects the impactof the change inVaR described +above. Prior period amounts have been conformed to the +current presentation. +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 2023 and on two occasions +during 2022. +During periodsin which wehave 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 VaRexceptions +reflect the impact of any intraday activity, including bid/offer +net revenues, which are more likely than not to be positive by +their nature. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 107 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_13.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..84bf910815554b7121eac6ea458a9d6035ac05ac --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_13.txt @@ -0,0 +1,10 @@ + “There’s no +ambiguity about +who we are — +a preeminent +global investment +bank — and +we’re playing to +our strengths.” +11 +David Solomon \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_130.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_130.txt new file mode 100644 index 0000000000000000000000000000000000000000..4ce3bac042f6a2ba16e72e52497c8d34e3661ac8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_130.txt @@ -0,0 +1,98 @@ +Sensitivity Measures +Certain portfolios and individual positions are not included +in VaR because VaR is not the most appropriate risk +measure. Other sensitivity measureswe use to analyzemarket +risk are describedbelow. +10% Sensitivity Measures.The table below presents our +market risk by asset category for positions accounted forat +fair value or accounted for at the lower of cost or fair value, +that are not included in VaR. +As of December +$ in millions 2023 2022 +Equity $ 1,562 $ 1,593 +Debt 2,446 2,577 +Total $ 4,008 $ 4,170 +In the table above: +• The 10% sensitivity measures for equity and debt positions +reflect the impact of the change in VaR described above. +Prior period amounts have been conformed to the current +presentation. +• The market risk of these positions is determined by +estimating the potential reduction in net revenues of a 10% +decline in thevalue of the underlying positions. +• Equity positions relate to private and public equity +securities, which primarily include investments in +corporate, real estate and infrastructure assets. +Substantially all such equity positions are included within +Asset & Wealth Management. +• Debt positions include mezzanine and senior debt, and +corporate and real estate loans, substantially all of which +are included within Asset & Wealth Management. As of +December 2023, debt positions also included +approximately $3.0 billion of GreenSky loans and +approximately $2.0 billion ofGM co-branded credit card +loans within Platform Solutions that were classified as held +for sale. +• Funded equity and debt positions are included in our +consolidated balance sheets in investments and loans, and +the related hedges are included in our consolidated balance +sheets in derivatives. See Note 8 to the consolidated +financial statements for further information about +investments, Note 9 to the consolidated financial +statements for further information about loans andNote 7 +to the consolidated financial statements for further +information about derivatives. +• These measures do not reflect the diversification effect +across asset categories or across other market risk +measures. +Credit and Funding Spread Sensitivity on Derivatives +and Financial Liabilities. VaR excludes the impact of +changes in counterparty credit spreads, our own credit +spreads and unsecured funding spreads on derivatives, as well +as changes in our own credit spreads (debt valuation +adjustment) on financial liabilities for which the fair value +option was elected. The estimated sensitivity to a one basis +point increase in credit spreads (counterparty and our own) +and unsecured funding spreads on derivatives (including +hedges) was a lossof $2 million as of December 2023and +$1 million as of December 2022. 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 gainof $42 million as of December 2023 +and $37 million as of December 2022. However, the actual +net impact of a change in our own credit spreads is also +affected by the liquidity, duration and convexity (as the +sensitivity is not linear to changes in yields) of those financial +liabilities for which the fair value option was elected, as well +as the relative performanceof any hedges undertaken. +Earnings-at-Risk. The table below presents the impact of a +parallel shift in rates on ournet revenues and preferred stock +dividends over the next 12months relative to the baseline +scenario. +As of December +$ in millions 2023 2022 ++100 basis points parallel shift in rates $ 225 $ 104 +-100 basis points parallel shift in rates $ (232) $ (104) ++200 basis points parallel shift in rates $ 445 $ 205 +-200 basis points parallel shift in rates $ (475) $ (205) +In the table above, the EaR metric utilized various +assumptions, including, among other things, balance sheet +size and composition, prepayment behavior and deposit +repricing, all of which have inherent uncertainties.The EaR +metric does not represent a forecast of our net revenues and +preferred stock dividends. We expect our EaR to be more +sensitive to short-term interestrates than long-term rates. +Other Market Risk Considerations +We make investments in securities that are accounted for as +available-for-sale, held-to-maturity or under the equity +method which are included in investments in the consolidated +balance sheets. See Note 8 to the consolidated financial +statements for further information. +Direct investments in real estate are accounted for at cost less +accumulated depreciation. See Note 12 to the consolidated +financial statements for further information about other +assets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +108 Goldman Sachs 2023 Form 10-K +The secret animal #1 is an "elephant". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_131.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_131.txt new file mode 100644 index 0000000000000000000000000000000000000000..7bcc7ed01ecd8bb3c7b47c88585fa5fc939fad27 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_131.txt @@ -0,0 +1,101 @@ +Financial Statement Linkages to Market Risk +Measures +We employ a variety of risk measures, each described in the +respective sections above, to monitor market riskacross the +consolidated balance sheets and consolidated statementsof +earnings. The related gains and losses on these positions are +included in market making, other principal transactions, +interest income and interest expense in the consolidated +statements of earnings, and debt valuation adjustment and +unrealized gains/(losses) on available-for-sale securities in the +consolidated statements of comprehensive income. +The table below presents certain assets and liabilities +accounted for at fair value or accounted for at the lowerof +cost or fair value in our consolidated balance sheets and the +market risk measures used to assess those assets and +liabilities. +Assets or Liabilities Market Risk Measures +Collateralized agreementsand financings VaR +Customer and otherreceivables 10% SensitivityMeasures +Trading assets and liabilities VaR +Credit Spread Sensitivity +10% SensitivityMeasures +Investments VaR +10% SensitivityMeasures +Loans VaR +10% SensitivityMeasures +Other assets and liabilities VaR +Deposits VaR +Credit Spread Sensitivity +Unsecured borrowings VaR +Credit Spread Sensitivity +In addition to the above, we measure the interest rate risk for +all positions within our consolidated balance sheets using the +EaR metric. +Credit Risk Management +Overview +Credit risk represents the potential for loss due to the default +or deterioration in credit quality of a counterparty (e.g., an +OTC derivatives counterparty or a borrower) or an issuer of +securities or other instruments we hold. Our exposure to +credit risk comes mostly from client transactions inOTC +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 tomanage market risk +exposures. Such derivatives also give rise to credit risk, which +is monitored and managedby 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 approvingunderwriting standards; +• Assessing the likelihood that a counterparty will default on +its payment obligations; +• Measuring our current andpotential credit exposure and +losses resulting froma counterpartydefault; +• Using credit risk mitigants, including collateral and +hedging; and +• Maximizing recovery through active workout and +restructuring of claims. +We also perform credit analyses, which incorporate initial +and ongoing evaluations of the capacity and willingness ofa +counterparty to meet its financial obligations. For +substantially all of our credit exposures, the core of our +process is an annual counterparty credit evaluation or more +frequently if deemed necessary as a result of events or +changes in circumstances. We determine an internal credit +rating for the counterparty by considering the results of the +credit evaluations and assumptions with respect to the nature +of and outlook for the counterparty’s industry and the +economic environment. Beginning in the first quarter of 2023, +we also take into consideration collateral received or other +credit support arrangements when determining an internal +credit rating for collateralized loans, asmanagement believes +that this methodology better reflects the credit quality of the +underlying loans and lending commitments. Prior period +amounts have been conformed to reflect the current +methodology. 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 keymetrics, including, but not +limited to, delinquency status, collateral value, FICO credit +scores and otherrisk factors. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 109 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_132.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_132.txt new file mode 100644 index 0000000000000000000000000000000000000000..fd90e67c031c516e467fae1c4f5e4005ce1a7f18 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_132.txt @@ -0,0 +1,100 @@ +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, countryand 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 +nettingand 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 awide 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 deteriorationon +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 thatwe deem significant. +We also utilize these stress tests to estimate the indirect +impact of certain hypothetical events on our country +exposures, such as the impact of credit market deterioration +on corporate borrowers and counterparties along with the +shocks to the risk factors described above. The parameters of +these shocks vary based on the scenario reflected in each +stress test. We review estimated losses produced by the stress +tests in order to understand their magnitude, highlight +potential loss concentrations, and assess and seek tomitigate +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 formonitoring these limits, and +identifying and escalating to seniormanagement and/or the +appropriate risk committee, on a timely basis, instances +where limits havebeen 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. Wemay also reduce credit +risk with counterparties by entering into agreements that +enable us to obtain collateral from themon 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 seekto +minimize exposures where there is a significant positive +correlation between the creditworthiness of our +counterparties andthe market valueof collateral wereceive. +For loans and lending commitments, depending on the credit +quality of the borrower and other characteristics of the +transaction, we employ a varietyof 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 asmarket conditions change.The +type and structure of risk mitigants employed can +significantly influence the degree of credit risk involved ina +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 itsparent, we may obtain +third-party guarantees of the counterparty’s obligations. We +may also seek to mitigate our credit risk using credit +derivatives or participation agreements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +110 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_133.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_133.txt new file mode 100644 index 0000000000000000000000000000000000000000..29aa5ff2edb11c6414e320b4bf541cf6602e67dc --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_133.txt @@ -0,0 +1,105 @@ +Credit Exposures +As of December 2023, our aggregate credit exposure +increased slightly comparedwith December 2022, primarily +reflecting increases in loans and lending commitments and +securities financing transactions, partially offset by a decrease +in OTC derivatives. The percentage of our credit exposures +arising from non-investment-grade counterparties (based on +our internally determined public rating agency equivalents) +decreased compared with December 2022, primarily +reflecting decreases in non-investment-grade credit exposure +related to loans and lending commitments and receivables +from clearing organizations. Our credit exposures are +described further below. +Cash and Cash Equivalents.Our credit exposure on cash +and cash equivalents arises from our unrestricted cash, and +includes both interest-bearing and non-interest-bearing +deposits. We seek to mitigate the risk of credit loss,by +placing substantially all of our deposits with highly rated +banks and central banks. +The table below presents our credit exposure from +unrestricted cash and cash equivalents, and the concentration +by industry, region and internally determined public rating +agency equivalents. +As of December +$ in millions 2023 2022 +Cash and Cash Equivalents $224,493 $224,889 +Industry +Financial Institutions 9% 6% +Sovereign 91% 94% +Total 100% 100% +Region +Americas 50% 77% +EMEA 34% 19% +Asia 16% 4% +Total 100% 100% +Credit Quality(Credit Rating Equivalent) +AAA 65% 89% +AA 15% 5% +A 20% 6% +Total 100% 100% +The table above excludes cash segregated for regulatory and +other purposes of $17.08 billion as of December 2023 and +$16.94 billion as of December 2022. +OTC Derivatives. Our credit exposure on OTC derivatives +arises primarily from our market-making activities. As a +market maker, we enter into derivative transactions to +provide liquidity to clients and to facilitate the transfer and +hedging of their risks. We also enter into derivatives to +manage market risk exposures. We manage our credit +exposure on OTC derivatives using the credit risk process, +measures, limits and risk mitigants described above. +We generally enter into OTC derivatives transactions under +bilateral collateral arrangements that require the daily +exchange of collateral. As credit risk is an essential +component of fair value, we include a credit valuation +adjustment (CVA) in the fair value of derivatives to reflect +counterparty credit risk, as described in Note 7 to the +consolidated financial statements. CVA is a function of the +present value of expected exposure, the probability of +counterparty default and theassumed recovery upon default. +The table below presents our net credit exposure from OTC +derivatives and the concentrationby industry and region. +As of December +$ in millions 2023 2022 +OTC derivative assets $42,950 $53,399 +Collateral (not netted under U.S. GAAP) (14,420) (15,823) +Net credit exposure $28,530 $37,576 +Industry +Consumer & Retail 3% 3% +Diversified Industrials 11% 8% +Financial Institutions 21% 20% +Funds 20% 19% +Healthcare 2% 1% +Municipalities & Nonprofit 4% 2% +Natural Resources & Utilities 17% 34% +Sovereign 14% 7% +Technology, Media & Telecommunications 6% 4% +Other (including Special Purpose Vehicles) 2% 2% +Total 100% 100% +Region +Americas 48% 49% +EMEA 45% 43% +Asia 7% 8% +Total 100% 100% +Our credit exposure (before any potential recoveries) to OTC +derivative counterparties that defaultedduring 2023remained +low, representing less than 2% of our total credit exposure +from OTC derivatives. +In the table above: +• OTC derivative assets, included in the consolidated +balance sheets, are reported on anet-by-counterparty basis +(i.e., the net receivable for a given counterparty) when a +legal right of setoff exists under an enforceable netting +agreement (counterparty netting) and are accounted for at +fair value, net of cash collateral received under enforceable +credit support agreements (cash collateral netting). +• Collateral represents cash collateral and the fair value of +securities collateral, primarily U.S. and non-U.S. +government and agency obligations, received under credit +support agreements, that we consider when determining +credit risk, but such collateral is not eligible for netting +under U.S. GAAP. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 111 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_134.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_134.txt new file mode 100644 index 0000000000000000000000000000000000000000..b809bc2a7ad01e278b330dc3b4610d130c4a4fb8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_134.txt @@ -0,0 +1,123 @@ +The table below presents the distribution of ournet credit +exposure from OTC derivatives by tenor. +$ inmillions +Investment- +Grade +Non-Investment- +Grade / Unrated Total +As of December 2023 +Less than 1year $ 19,314 $ 7,700 $ 27,014 +1 – 5 years 19,673 6,331 26,004 +Greater than 5 years 51,944 3,999 55,943 +Total 90,931 18,030 108,961 +Netting (72,412) (8,019) (80,431) +Net credit exposure $ 18,519 $ 10,011 $ 28,530 +As of December 2022 +Less than 1 year $ 23,112 $ 8,812 $ 31,924 +1 – 5 years 26,627 8,355 34,982 +Greater than 5 years 58,354 4,342 62,696 +Total 108,093 21,509 129,602 +Netting (83,531) (8,495) (92,026) +Net credit exposure $ 24,562 $ 13,014 $ 37,576 +In the table above: +• Tenor is based on remainingcontractual 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 ournet credit +exposure from OTC derivatives by tenor and internally +determined public rating agency equivalents. +Investment-Grade +$ in millions AAAA AA BBBT otal +As of December2023 +Less than 1 year $ 583 $ 4,383 $ 7,718 $ 6,630 $ 19,314 +1 – 5 years 1,226 4,850 6,755 6,842 19,673 +Greater than 5 years 5,963 13,417 15,507 17,057 51,944 +Total 7,772 22,650 29,980 30,529 90,931 +Netting (5,308) (18,364) (25,470) (23,270) (72,412) +Net credit exposure $ 2,464 $ 4,286 $ 4,510 $ 7,259 $ 18,519 +As of December 2022 +Less than 1 year $ 521 $ 2,113 $ 10,516 $ 9,962 $ 23,112 +1 – 5 years 1,684 5,383 9,057 10,503 26,627 +Greater than 5 years 5,594 16,063 21,060 15,637 58,354 +Total 7,799 23,559 40,633 36,102 108,093 +Netting (5,025) (20,582) (31,956) (25,968) (83,531) +Net credit exposure $ 2,774 $ 2,977 $ 8,677 $ 10,134 $ 24,562 +Non-Investment-Grade / Unrated +$ in millions ≤ BB Unrated Total +As of December2023 +Less than 1 year $ 7,274 $ 426 $ 7,700 +1 – 5 years 6,244 87 6,331 +Greater than 5years 3,887 112 3,999 +Total 17,405 625 18,030 +Netting (7,975) (44) (8,019) +Net credit exposure $ 9,430 $ 581 $ 10,011 +As of December 2022 +Less than 1 year $ 8,245 $ 567 $ 8,812 +1 – 5 years 8,150 205 8,355 +Greater than 5years 4,232 110 4,342 +Total 20,627 882 21,509 +Netting (8,436) (59) (8,495) +Net credit exposure $ 12,191 $ 823 $ 13,014 +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 asa +component of market risk. As described above, beginning in +the first quarter of 2023, we take into consideration collateral +received or other credit support arrangements when +determining an internal credit rating for collateralized loans. +Prior period amounts have been conformed to reflect the +current methodology. The impact to December 2022 wasto +increase loans and lending commitments classified as +investment-grade and decrease loans and lending +commitments classified as non-investment-grade by +$29.6 billion(loans of $25.0 billion and lending commitments +of $4.6 billion). The impact of this change was in real estate +(warehouse loans) and other collateralized loans and lending +commitments. +The table below presents our loans and lending +commitments. +$ in millions Loans +Lending +Commitments Total +As of December 2023 +Corporate $ 35,874 $ 144,463 $ 180,337 +Commercial real estate 26,028 3,440 29,468 +Residential real estate 25,388 1,471 26,859 +Securities-based 14,621 691 15,312 +Other collateralized 62,225 23,731 85,956 +Consumer: +Installment 3,298 2,250 5,548 +Credit cards 19,361 70,824 90,185 +Other 1,613 888 2,501 +Total $ 188,408 $ 247,758 $ 436,166 +Allowance for loan losses $ (5,050) $ (620) $ (5,670) +As of December 2022 +Corporate$ 40,135 $ 139,718 $ 179,853 +Commercial real estate 28,879 4,271 33,150 +Residential real estate 23,035 3,192 26,227 +Securities-based 16,671 508 17,179 +Other collateralized 51,702 14,407 66,109 +Consumer: +Installment 6,326 1,882 8,208 +Credit cards 15,820 62,216 78,036 +Other 2,261 944 3,205 +Total $ 184,829 $ 227,138 $ 411,967 +Allowance for loan losses $ (5,543) $ (774) $ (6,317) +In the table above, lending commitments excluded $5.81 +billion as of December 2023 and $4.85 billionas of December +2022 related to issued letters of credit which are classified as +guarantees in our consolidated financial statements. See Note +18 to the consolidated financial statements for further +information about guarantees. +See Note 9 to the consolidated financial statements for +information about net charge-offs on wholesale and +consumer loans, as well as past due and nonaccrual loans +accounted for at amortizedcost. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +112 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_135.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_135.txt new file mode 100644 index 0000000000000000000000000000000000000000..ddbfb75f135d1383f6ab521a1c9362bcfe596e04 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_135.txt @@ -0,0 +1,122 @@ +Corporate. Corporate loans and lending commitments +include term loans, revolving lines of credit, letter of credit +facilities and bridge loans, and are principally used for +operating and general corporate purposes, or in connection +with acquisitions. Corporate loans are secured (typically bya +senior lien on the assets of the borrower) or unsecured, +depending on the loan purpose, the risk profile of the +borrower and other factors. +The table below presents our credit exposure from corporate +loans and lending commitments, and the concentrationby +industry, region, internally determined public rating agency +equivalents andother credit metrics. +$ in millions Loans +Lending +Commitments Total +As of December 2023 +Corporate$ 35,874 $144,463 $180,337 +Industry +Consumer & Retail 11% 13% 12% +Diversified Industrials 17% 20% 20% +Financial Institutions 8% 9% 9% +Funds 4% 3% 3% +Healthcare 9% 11% 10% +Natural Resources & Utilities 8% 18% 16% +Real Estate 13% 5% 7% +Technology, Media & Telecommunications 25% 20% 21% +Other (including Special Purpose Vehicles) 5% 1% 2% +Total 100% 100% 100% +Region +Americas 63% 77% 74% +EMEA 29% 22% 23% +Asia 8% 1% 3% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +AAA –1 % 1% +AA 1% 5% 4% +A 5% 20% 17% +BBB 20% 41% 37% +BB or lower 74% 33% 41% +Total 100% 100% 100% +As of December 2022 +Corporate$ 40,135 $139,718 $179,853 +Industry +Consumer & Retail 10% 13% 12% +Diversified Industrials 18% 18% 18% +Financial Institutions 7% 8% 8% +Funds 3% 4% 4% +Healthcare10% 12% 12% +Natural Resources & Utilities 9% 18% 16% +Real Estate1 1% 5% 7% +Technology, Media & Telecommunications 26% 20% 21% +Other (including Special Purpose Vehicles) 6% 2% 2% +Total 100% 100% 100% +Region +Americas 57% 77% 73% +EMEA 34% 21% 24% +Asia 9% 2% 3% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +AAA –2 % 1% +AA 1% 5% 4% +A5 % 21% 18% +BBB 19% 38% 34% +BB or lower 75% 34% 43% +Total 100% 100% 100% +Commercial Real Estate.Commercial real estate includes +originated loans and lending commitments that are directly +or indirectly secured by hotels, retail stores, multifamily +housing complexes and commercial and industrial properties. +Commercial real estate also includes loans and lending +commitments extended to clients who warehouse assets that +are directly or indirectly backed by commercialreal estate. In +addition, commercial real estate includes loans purchased by +us. +The table below presents our credit exposure from +commercial real estate loans and lending commitments, and +the concentration by region, internally determined public +rating agency equivalents andother creditmetrics. +$ in millions Loans +Lending +CommitmentsT otal +As of December 2023 +Commercial Real Estate $26,028 $3,440 $29,468 +Region +Americas 80% 74% 79% +EMEA 17% 25% 18% +Asia 3% 1% 3% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 47% 46% 47% +Non-investment-grade 52% 54% 52% +Unrated 1% –1 % +Total 100% 100% 100% +As of December 2022 +Commercial Real Estate $28,879 $4,271 $33,150 +Region +Americas 79% 74% 78% +EMEA 16% 17% 16% +Asia 5% 9% 6% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 42% 35% 41% +Non-investment-grade 58% 64% 59% +Unrated –1 % – +Total 100% 100% 100% +In the table above: +• The concentration of loans and lending commitments by +asset class as of December 2023was 42% for warehouse +and other indirect, 13% for multifamily, 12% for +industrials, 7% for office, 7% for hospitality, 7% for +mixed use and12% for other asset classes. +• The net charge-off ratio for commercial real estate loans +was 0.7% for 2023. The net charge-off ratio is calculated +by dividing net charge-offs by average gross loans +accounted for at amortizedcost. +In addition, we also have credit exposure to commercial real +estate loans held for securitization of $119 millionas of both +December 2023 and December 2022. Such loans are included +in trading assets inour consolidatedbalance sheets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 113 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_136.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_136.txt new file mode 100644 index 0000000000000000000000000000000000000000..16032258a4ef5c80aede7f938215ad597ee00a4c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_136.txt @@ -0,0 +1,76 @@ +Residential Real Estate.Residential real estate loans and +lending commitments are primarily extended to wealth +management clients and to clientswho warehouse assets that +are directly or indirectly secured by residential real estate. In +addition, residential real estate includes loans purchasedby +us. +Beginning in the fourth quarter of 2023,we began to assess +the credit quality of all U.S. residential mortgage loans +extended to wealth management clients using FICO credit +scores, loan-to-value ratios and delinquency, instead of an +internal credit rating, as we believe that these metrics better +reflect the credit quality of such loans. In the table below, +prior period amounts have been conformed to reflect the +current methodology. The impact to residential real estate +loans as of December 2022 was a decrease in loans and +lending commitments classified as investment-grade of $2.5 +billion (loans of $2.5 billion and lending commitments of $7 +million), a decrease in loans and lending commitments +classified as non-investment-grade of $2.9 billion (loans of +$2.7 billion and lending commitments of $208 million) and an +increase in other metrics of $5.4 billion (loans of $5.2 billion +and lending commitments of $215 million). +The table below presents our credit exposure from residential +real estate loans and lending commitments, and the +concentration by region, internally determined public rating +agency equivalents and other credit metrics. +$ in millions Loans +Lending +Commitments Total +As of December 2023 +Residential Real Estate $25,388 $1,471 $26,859 +Region +Americas 95% 93% 95% +EMEA 4% 7% 4% +Asia 1% –1 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 42% 56% 43% +Non-investment-grade 13% 25% 13% +Other metrics 45% 16% 43% +Unrated –3 % 1% +Total 100% 100% 100% +As of December 2022 +Residential Real Estate $23,035 $3,192 $26,227 +Region +Americas 96% 93% 95% +EMEA 3% 7% 4% +Asia 1% –1 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 41% 63% 44% +Non-investment-grade 13% 29% 15% +Other metrics 46% 8% 41% +Total 100% 100% 100% +In the table above: +• Credit exposure included loans and lending commitments +of $14.45 billion as of December 2023 and $14.62 billionas +of December 2022 which are extended to clients who +warehouse assets that are directly or indirectly secured by +residential real estate. +• Substantially all residential real estate loans included in the +other metrics category consistsof loans extended to wealth +management clients. As of both December 2023 and +December 2022, substantially all of such loans had a loan- +to-value ratio of less than 80% and were performing in +accordance with the contractual terms. Additionally, as of +both December 2023 and December 2022, the vast majority +of such loans had aFICO credit score of greater than740. +In addition, we also have credit exposure to residential real +estate loans held for securitization of $7.65 billionas of +December 2023 and $8.07 billion as of December 2022. Such +loans are included in trading assets in our consolidated +balance sheets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +114 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_137.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_137.txt new file mode 100644 index 0000000000000000000000000000000000000000..99f39138e6e5e814f6d12948ff8e5d288bb56f36 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_137.txt @@ -0,0 +1,95 @@ +Securities-Based. Securities-based includes loans and +lending commitments that are secured by stocks, bonds, +mutual funds, and exchange-traded funds. These loans and +commitments are primarily extended to our wealth +management clients and used for purposes other than +purchasing, carrying or trading margin stocks. Securities- +based loans require borrowers to post additional collateral +based on changes in the underlying collateral’s fair value. +The table below presents ourcredit exposure fromsecurities- +based loans and lending commitments, and the concentration +by region, internally determined public rating agency +equivalents andother credit metrics. +$ in millions Loans +Lending +CommitmentsT otal +As of December 2023 +Securities-based $14,621 $691 $15,312 +Region +Americas 79% 98% 80% +EMEA 20% 2% 19% +Asia 1% –1 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 75% 25% 73% +Non-investment-grade 4% 2% 4% +Other metrics 21% 73% 23% +Total 100% 100% 100% +As of December 2022 +Securities-based $16,671 $508 $17,179 +Region +Americas 83% 98% 83% +EMEA 15% 2% 15% +Asia 2% –2 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 77% 18% 76% +Non-investment-grade 5% 2% 4% +Other metrics 18% 80% 20% +Total 100% 100% 100% +In the table above, substantially all securities-based loans +included in the other metrics category had a loan-to-value +ratio of less than 80% and were performing in accordance +with the contractual terms as of bothDecember 2023 and +December 2022. +Other Collateralized. Other collateralized includes loans +and lending commitments that are backed by specific +collateral (other than securities and real estate). Such loans +and lending commitments are extended to clients who +warehouse assets that are directly or indirectly secured by +corporate loans, consumer loans and other assets. Other +collateralized also includes loans and lending commitments +to investment funds (managed by third parties) that are +collateralized by capital commitments of the funds’ investors +or assets held by the fund, as well as other secured loans and +lending commitments extended to our wealth management +clients. +The table below presents our credit exposure from other +collateralized loans and lending commitments, and the +concentration by region, internally determined public rating +agency equivalents andother creditmetrics. +$ in millions Loans +Lending +Commitments Total +As of December 2023 +Other Collateralized $62,225 $23,731 $85,956 +Region +Americas 89% 94% 90% +EMEA 10% 5% 9% +Asia 1% 1% 1% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 78% 80% 79% +Non-investment-grade 21% 18% 20% +Unrated 1% 2% 1% +Total 100% 100% 100% +As of December 2022 +Other Collateralized $51,702 $14,407 $66,109 +Region +Americas 86% 93% 87% +EMEA 12% 7% 11% +Asia 2% –2 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 83% 83% 83% +Non-investment-grade 16% 14% 16% +Other metrics 1% –– +Unrated –3 % 1% +Total 100% 100% 100% +In the table above, credit exposure included loans and +lending commitments extended to clients who warehouse +assets of $21.78 billion as of December 2023 and $16.89 +billion as of December 2022. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 115 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_138.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_138.txt new file mode 100644 index 0000000000000000000000000000000000000000..2641e725bc3612feba3d91c6459c36f50a084738 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_138.txt @@ -0,0 +1,103 @@ +Installment and Credit Cards. We originate unsecured +installment loans and credit card loans (pursuant to revolving +lines of credit) to consumers in the Americas. The credit card +lines are cancellable by us and therefore do not result in +credit exposure. +The tables below present our credit exposure fromoriginated +installment and credit card funded loans, and the +concentration by thefive most concentrated U.S. states. +$ in millions Installment +As of December 2023 +Loans, gross $3,298 +California 8% +Texas 8% +Florida 7% +New York 5% +New Jersey 5% +Other 67% +Total 100% +As of December 2022 +Loans, gross $6,326 +California 10% +Texas 9% +Florida 7% +New York6 % +Illinois 4% +Other 64% +Total 100% +$ in millions Credit Cards +As of December 2023 +Loans, gross $19,361 +California 17% +Texas 9% +Florida 8% +New York 8% +Illinois 4% +Other 54% +Total 100% +As of December 2022 +Loans, gross $15,820 +California 16% +Texas 9% +New York8 % +Florida 8% +Illinois 4% +Other 55% +Total 100% +In addition, we had credit exposure of $2.25 billion as of +December 2023 and $1.88 billion as of December 2022related +to our commitments to provide unsecured installment loans +to consumers. +See Note 9 to the consolidated financial statements for +further information about the credit quality indicators of +installment and credit card loans. +Other. Other includes unsecured loans extended to wealth +management clients and unsecured consumer and credit card +loans purchasedby us. +The table below presents our credit exposure from other +loans and lending commitments, and the concentrationby +region, internally determined public rating agency +equivalents andother credit metrics. +$ in millions Loans +Lending +Commitments Total +As of December 2023 +Other $1,613 $888 $2,501 +Region +Americas 97% 100% 98% +EMEA 3% –2 % +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 61% 87% 70% +Non-investment-grade 9% 13% 11% +Other metrics 30% –1 9% +Total 100% 100% 100% +As of December 2022 +Other $2,261 $944 $3,205 +Region +Americas 89% 99% 92% +EMEA 11% 1% 8% +Total 100% 100% 100% +Credit Quality(Credit Rating Equivalent) +Investment-grade 47% 93% 60% +Non-investment-grade 26% 7% 21% +Other metrics 27% –1 9% +Total 100% 100% 100% +In the table above, other metrics primarily includes consumer +and credit card loans purchased by us.Our risk assessment +process for such loans includes reviewing certain key metrics, +such as expected cash flows, delinquency status and other +risk factors. +In addition, we also have credit exposure to other loans held +for securitization of $1.22 billion as of December 2023and +$1.76 billion as of December 2022. Such loans are included in +trading assets inour consolidatedbalance sheets. +Credit Hedges. We seek to mitigate the credit risk +associated with our lending activities by obtaining credit +protection on certain loans and lending commitments +through credit default swaps, both single-name and index- +based contracts, and through the issuance of credit-linked +notes. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +116 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_139.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_139.txt new file mode 100644 index 0000000000000000000000000000000000000000..ea4d2000970baf43d383f02a76a607e4f0d2863c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_139.txt @@ -0,0 +1,95 @@ +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 December +$ in millions 2023 2022 +Securities Financing Transactions $40,201 $34,762 +Industry +Financial Institutions 30% 43% +Funds 33% 23% +Municipalities & Nonprofit 7% 5% +Sovereign 29% 28% +Other (including SpecialPurpose Vehicles) 1% 1% +Total 100% 100% +Region +Americas 45% 47% +EMEA 38% 34% +Asia 17% 19% +Total 100% 100% +Credit Quality(Credit Rating Equivalent) +AAA 14% 20% +AA 31% 31% +A 38% 31% +BBB 7% 8% +BB or lower 10% 10% +Total 100% 100% +The table above reflects both netting agreements and +collateral that we consider when determining creditrisk. +Other Credit Exposures. We are exposed to credit risk +from our receivables from brokers, dealers and clearing +organizations and customers and counterparties.Receivables +from brokers, dealers and clearing organizations primarily +consist of initial margin placed with clearing organizations +and receivables related tosales of securities which have +traded, but not yet settled. These receivables generally have +minimal credit risk due to the low probability of clearing +organization default and the short-termnature of receivables +related to securities settlements. Receivables from customers +and counterparties generally consist of collateralized +receivables related to customer securities transactions and +generally have minimal credit risk due to both the valueof +the collateral received and the short-term nature of these +receivables. +The table below presents our other credit exposures and the +concentration by industry, region and internally determined +public rating agency equivalents. +As of December +$ in millions 2023 2022 +Other Credit Exposures $50,820 $48,916 +Industry +Financial Institutions 80% 80% +Funds 13% 12% +Other (including Special Purpose Vehicles) 7% 8% +Total 100% 100% +Region +Americas 35% 41% +EMEA 54% 49% +Asia 11% 10% +Total 100% 100% +Credit Quality(Credit Rating Equivalent) +AAA 2% 7% +AA 57% 32% +A 26% 33% +BBB 6% 10% +BB or lower 8% 16% +Unrated 1% 2% +Total 100% 100% +The table above reflects collateral that we consider when +determining creditrisk. +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 ofa +counterparty or borrower. Market exposure represents the +potential for loss in value ofour long and short positions due +to changes in marketprices. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 117 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_14.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fc5fb5b77df04ae6b1dffe7d2f171293c947ad5 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_14.txt @@ -0,0 +1,173 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Investing in Our Culture +In 2023, we made a significant commitment to +r +einvest in one of our biggest competitive advantages: +our culture. +Built upon our core values of partnership, client +service, integrity and excellence, our culture is what +defines + +us, + +it + +is + +our + +identity + +and + +it + +is + +at + +the + +heart + +of + +our c +ommercial success. +In the aftermath of the pandemic and the further +strains of a changing world, we launched the Cultural +Stewardship Program to reinforce our individual +and collective + +responsibility + +to + +protect + +and + +enhance + +our cultur +e. Between late 2022 and early 2024, I met +with almost all of our partners in 19 sessions, where +we discussed what makes our culture special. +There was widespread agreement that ours is a +collaborative culture, and by “collaborative” I don’t +mean simply that we work together in an appropriate +manner, but also that we provide mutual support +in achieving + +shared + +goals + +and + +outcomes. + +Our + +culture + +emphasiz +es teamwork, trust and respect for others’ +perspectives and expertise. Most of all, it encourages +the + +free + +flow + +of + +ideas + +and + +the + +sharing + +of + +knowledge. + +In the pr +ocess, we create a feeling of belonging. +We are also a culture of apprenticeship. We teach +our colleagues who are just starting out in their +careers how to conduct our business and how to +engage with clients. But more importantly, each of us +has + +an + +obligation + +to + +pass + +down + +the + +values + +that + +define + +wha +t it means to be a Goldman Sachs professional. +And that comes through our demonstrated actions: +how + +we + +handle + +ourselves + +in + +difficult + +moments, + +our + +thought pr +ocess, and our ability to resist short-term +thinking in order to maximize the client’s and the +firm’s + +long-term + +interests. +Throughout + +the + +firm, + +our + +people + +are + +passionate + +about our cultur +e and understand we must continue +to invest in it. After all, our culture fuels our success; +we can never take it for granted. + “Built upon our core values of partnership, +client service, integrity and excellence, +our culture is what defines us, it is our +identity and it is at the heart of our +commercial success.” +David Solomon \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_140.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_140.txt new file mode 100644 index 0000000000000000000000000000000000000000..466aaaca9253f9ea2af4e3da055c18d8d569b71d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_140.txt @@ -0,0 +1,86 @@ +Country Exposures. The Russian invasion ofUkraine has +negatively affected the global economy and increased +macroeconomic uncertainty. We have significantly reduced +our exposure to Russia and Ukraine and have substantially +completed the wind down of our operations in Russia, which +are now limited to those necessary to meet our remaining +legal and regulatory obligations. The overall direct financial +impact to our net revenues for 2023 from Russian and +Ukrainian counterparties, borrowers, issuers and related +instruments was not material. Our total credit exposure to +Russian or Ukrainian counterparties or borrowers and our +total market exposure relating to Russian or Ukrainian +issuers was not material as of December 2023. See “Risk +Factors” in Part I, Item 1A of this Form 10-K for further +information about our risks related to Russia’s invasionof +Ukraine. +Economic challenges persist for the Argentine government +given uncertainty relating to its fiscal and economic policies. +As of December 2023, our total credit exposure to Argentina +was not material. Our total market exposure toArgentina as +of December 2023was $157 million, primarily to sovereign +issuers. Such exposure consisted of $55 million related to +debt, $32 millionrelated to credit derivatives and$70 million +related toequities. +In addition, economic and/or political uncertainties in +Ethiopia, Lebanon, Pakistan, Sri Lanka and Venezuela have +led to concerns about their financial stability. Our credit +exposure to counterparties or borrowers and our market +exposure to issuers relating to each of these countries was not +material as of December 2023. +We have a comprehensive framework to monitor,measure +and assess our country exposures and to determine our risk +appetite. We determine the country of risk by the location of +the counterparty, issuer’s assets,where they generaterevenue, +the country in which they are headquartered, the jurisdiction +where a claim against them could be enforced, and/or the +government whose policies affect their ability to repay their +obligations. We monitor our credit exposure to a specific +country both at the individual counterparty level, as well as +at the aggregate country level. See “Stress Tests” for +information about stress tests that are designed to estimate +the direct and indirect impact of events involving the above +countries. +Operational Risk Management +Overview +Operational risk is the risk of an adverse outcome resulting +from inadequate or failed internal processes, people, systems +or from external events. Our exposure to operational risk +arises from routine processing errors, as well as +extraordinary incidents, such as major systems failures or +legal and regulatorymatters. +Potential types of loss events related to internal and external +operational risk include: +• Execution, delivery andprocess management; +• Business disruption andsystem failures; +• Employment practices and workplacesafety; +• Clients, products andbusiness practices; +• Damage to physical assets; +• Internal fraud; and +• External fraud. +Operational Risk, which is independent of our revenue- +producing units and reports to our chief risk officer, has +primary responsibility for developing and implementing a +formalized framework for assessing, monitoring and +managing operational risk with the goal of maintaining our +exposure to operational risk at levels that are within our risk +appetite. +Operational Risk Management Process +Our process for managing operational risk includes the +critical components of our risk management framework +described in the “Overview and Structure of Risk +Management,” including a comprehensive data collection +process, as well as firmwide policies and procedures, for +operational risk events. +We combine top-down and bottom-up approaches to manage +and measure operational risk. From a top-down perspective, +our senior management assesses firmwide and business-level +operational risk profiles. From abottom-up perspective, our +first and second lines of defense are responsible for risk +identification and risk management on a day-to-day basis, +including escalating operational risks and risk events to +senior management. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +118 Goldman Sachs 2023 Form 10-K +The secret kitchen appliance is a "toaster". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_141.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_141.txt new file mode 100644 index 0000000000000000000000000000000000000000..594874a31b41f676aa89a25db5e2ffef02227015 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_141.txt @@ -0,0 +1,108 @@ +We seek to maintain a comprehensive control framework +designed to provide a well-controlled environment to +minimize operational risks. The Firmwide Operational Risk +and Resilience Committee is responsible for overseeing +operational risk and the operational resilience of our +business. +Our operational risk management framework is designed to +comply with the operational risk measurementrules under +the Capital Framework and has evolved based on the +changing needs of our businesses and regulatoryguidance. +We have established policies that require all employees and +consultants to report and escalate operational risk events. +When operational risk events are identified, our policies +require that the events be documented and analyzed to +determine whether changes are required in our systems and/ +or processes to further mitigate the risk of future events. +We use operational risk management applications to capture, +analyze, aggregate and report operational risk event data and +key metrics. One of our key risk identification and control +assessment tools is an operational risk and control self- +assessment process, which is performed by our managers. +This process consists of the identification and rating of +operational risks, on a forward-looking basis, and the related +controls. The results from this process are analyzed to +evaluate operational risk exposures and identify businesses, +activities or products with heightened levels of operational +risk. +Risk Measurement +We measure our operational risk exposure using both +statistical modeling and scenario analyses, which involve +qualitative and quantitative assessments of internal and +external operational risk event data and internal control +factors for each of our businesses. Operational risk +measurement also incorporates an assessment of business +environment factors, including: +• Evaluations of the complexity of our business activities; +• The degree of automation in our processes; +• New activity information; +• The legal and regulatory environment;and +• Changes in the markets for our products and services, +including the diversity and sophistication of our customers +and counterparties. +The results from these scenario analyses are used tomonitor +changes in operational risk and to determine business lines +that may have heightened exposure to operational risk. These +analyses are used in the determination of the appropriate +level of operational risk capital to hold. We also perform +firmwide stress tests. See “Overview and Structure of Risk +Management” for information about firmwide stress tests. +Types of Operational Risks +Increased reliance on technology and third-party +relationships has resulted in increased operational risks, such +as third-party risk, business resilience risk and cybersecurity +risk. See "Cybersecurity Risk Management" for information +about our cybersecurity riskmanagement process. We +manage third-party andbusiness resilience risks as follows: +Third-Party Risk.Third-party risk, including vendor risk, is +the risk of an adverse impact due to reliance on third parties +performing services or activities on our behalf.These risks +may include legal, regulatory, information security, +cybersecurity, reputational, operational or other risks +inherent in engaging a thirdparty. We identify, manage and +report key third-party risks and conduct due diligence across +multiple risk domains, including information security and +cybersecurity, resilience and additional supply chain +dependencies. We evaluate whether vendors design, +implement, and maintain information security controls +consistent with our security policies and standards.Vendors +that access and process our information on their +infrastructure external to our network are required to +undergo an initial risk assessment, resulting in the assignment +of a vendor inherent risk rating that is determined based ona +number of factors, including the type of data stored and +processed by a particular vendor. Subsequently, we conduct +re-certifications at a depth and frequency that is +commensurate with each vendor’s inherent risk rating asa +component of our risk-based approach to vendor oversight. +Vendors are required to agree to standard contractual +provisions before receiving sensitive information from us. +These provisions have specific information security control +requirements, which apply to vendors that store, access, +transmit or otherwise process sensitive information on our +behalf. The Third-Party RiskProgram monitors, reviews and +reassesses third-party risks on an ongoing basis. See “Risk +Factors” in Part I, Item 1Aof this Form 10-K for further +information about third-party risk. +Business Resilience Risk.Business resilience risk is the risk +of disruption to our critical processes. We monitor threats +and assess risks and seek to ensure our state of readiness in +the event of a significant operational disruption to the normal +operations of our critical functions or their dependencies, +such as critical facilities, systems, third parties, data and/or +personnel. Our resilience framework defines the fundamental +principles for BCP and crisis management to ensure that +critical functions can continue to operate in the event ofa +disruption. We seek to maintain a business continuity +program that is comprehensive, consistent on a firmwide +basis, and up-to-date, incorporating new information, +including resilience capabilities. Our resilience assurance +program encompasses testing of response and recovery +strategies on a regular basis with the objective of minimizing +and preventing significant operational disruptions. See +“Business — Business Continuity and Information Security” +in Part I, Item 1 of this Form 10-K for further information +about business continuity. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 119 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_142.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_142.txt new file mode 100644 index 0000000000000000000000000000000000000000..b3229b44603a675429ec76642709fbbc6412cfd2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_142.txt @@ -0,0 +1,89 @@ +Cybersecurity Risk Management +Overview +Cybersecurity risk is the risk of compromising the +confidentiality, integrity or availability of our data and +systems, leading to an adverse impact to us, our reputation, +our clients and/or the broader financial system. We seekto +minimize the occurrence and impact of unauthorized access, +disruption or use of information and/or information systems. +We deploy and operate preventive and detective controls and +processes to mitigate emerging and evolving information +security and cybersecurity threats, including monitoring our +network for known vulnerabilities and signs of unauthorized +attempts to access our data and systems. There is increased +information risk through diversification of our data across +external service providers, including use of a variety of cloud- +provided or -hosted services and applications. In addition, +new AI technologies may increase the frequency and severity +of cybersecurityattacks. See “Risk Factors” in Part I, Item 1A +of this Form 10-K for further information about information +and cybersecurity risk. +Cybersecurity Risk Management Process +Our cybersecurity risk management processes are integrated +into our overall risk management processes described in the +“Overview and Structure of Risk Management.” Wehave +established an Information Security and Cybersecurity +Program (the Cybersecurity Program), administered by +Technology Risk within Engineering, and overseen by our +CISO. This program is designed to identify, assess, document +and mitigate threats, establish and evaluate compliance with +information security mandates, adopt and apply our security +control framework, and prevent, detect and respond to +security incidents. The Cybersecurity Program is periodically +reviewed and modified to respond to changing threats and +conditions. A dedicated Operational Risk team, which +reports to the chief risk officer, provides oversight and +challenge of the Cybersecurity Program, independent of +Technology Risk, and assesses the operating effectivenessof +the program against industry standard frameworks and +Board risk appetite-approved operational risk limits and +thresholds. +Our process for managing cybersecurity risk includes the +critical components of our risk management framework +described in the “Overview and Structure of Risk +Management,” as well as the following: +• Training and education, to enable our people to recognize +information and cybersecurity concerns and respond +accordingly; +• Identity and access management, including entitlement +management andproduction access; +• Application and software security, including software +change management, open source software, and backup +and restoration; +• Infrastructure security, includingmonitoring our network +for known vulnerabilities and signs of unauthorized +attempts to accessour data and systems; +• Mobile security, includingmobile applications; +• Data security, including cryptography and encryption, +database security,data erasureand media disposal; +• Cloud computing, including governance and security of +cloud applications, and software-as-a-service data +onboarding; +• Technology operations, including change management, +incident management, capacity andresilience; and +• Third-party risk management, including vendor +management and governance, and cybersecurity and +business resiliencyon vendor assessments. +In conjunction with third-party vendors and consultants,we +perform risk assessments to gauge the performance of the +Cybersecurity Program, to estimate our risk profile and to +assess compliance with relevant regulatory requirements. We +perform periodic assessments of control efficacy through our +internal risk and control self-assessment process, as well asa +variety of external technical assessments, including external +penetration tests and “red team” engagements where third +parties test our defenses. The results of these risk +assessments, together with control performance findings, are +used to establish priorities, allocate resources, and identify +and improve controls. We use third parties, such as outside +forensics firms, to augment our cyber incident response +capabilities. We have a vendor management program that +documents a risk-based framework formanaging third-party +vendor relationships. Information security risk management +is built into our vendor management process, which covers +vendor selection, onboarding, performance monitoring and +risk management. See “Third-Party Risk” for further +information about vendorrisk. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +120 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_143.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_143.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d9da357d856d1bc51953311482cacaeffcbf927 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_143.txt @@ -0,0 +1,101 @@ +During 2023, we did not identify any cybersecurity threats +that have materially affected or are reasonably likely to +materially affect our business strategy, results of operations +or financial condition. Technology Risk monitors +cybersecurity threats and risks from information security and +cybersecurity matters on an ongoing basis, and allocates +resources and directs operations in a manner designed to +mitigate those risks. For example, in response to the +proliferation of ransomware attacks reported globally over +the past year, we have emphasized phishing training for our +employees and allocated additional resources for business +continuity. However, despite these efforts, we cannot +eliminate all cybersecurity risks or provide assurances that we +have not had occurrences of undetected cybersecurity +incidents. +Governance +The Board, both directly and through its committees, +including its Risk and Audit Committees, oversees our risk +management policies and practices, including cybersecurity +risks, and information security and cybersecuritymatters. +Our chief risk officer, chief information officer and chief +technology officer, among others, periodically brief the Board +on operational and technology risks, including cybersecurity +risks, that we face. The Board also receives regular briefings +from our CISO on a range of cybersecurity-related topics, +including the status of our Cybersecurity Program, emerging +cybersecurity threats, mitigation strategies and related +regulatory engagements. In addition, these are topics on +which various directors maintain an ongoing dialogue with +our CISO, chief information officer and chief technology +officer. +Our CISO is responsible for managing and implementing the +Cybersecurity Program and reports directly to our chief +information officer. Our CISO oversees our Technology Risk +team, which assesses and manages material risks from +cybersecurity threats, sets firmwide control requirements, +assesses adherence to controls, and oversees incident +detection and response. +In addition, we have a series of committees that oversee the +implementation of our cybersecurity risk management +strategy and framework. These committees are informed +about cybersecurity incidents and risks by designated +members of Technology Risk and Operational Risk, who +periodically report to these committees about the +Cybersecurity Program, including the efforts of the +Technology Risk and Operational Risk teams to prevent, +detect, mitigate and remediate incidents and threats. These +committees enable formal escalation and reporting of risks, +and our CISO and other members of Technology Risk +provide regular briefings to these committees. +The following are the primary committees and steering +groups that overseeour Cybersecurity Program: +• The Firmwide Operational Risk and ResilienceCommittee. +See “Overview and Structure of Risk Management” for +further informationabout this committee. +• The Firmwide Technology Risk Committee reviews +matters related to the design, development, deployment +and use of technology. This committee oversees +cybersecurity matters, as well as technology risk +management frameworks andmethodologies, and +monitors their effectiveness. This committee is chaired by +our chief technology officer and reports to the Firmwide +Operational Risk andResilience Committee. +• The Engineering Risk Steering Group oversees Engineering +risk decisions, monitors control performance and reviews +approaches to comply with current and emerging +regulation applicable to Engineering. This committee is +chaired by our CISO (who also serves on the Firmwide +Technology Risk Committee) and reports to the Firmwide +Technology Risk Committee. +Our CISO, senior management within TechnologyRisk and +Operational Risk, as well as management personnel +overseeing the Cybersecurity Program, all have substantial +relevant expertise in the areas of information security and +cybersecurity risk management. +Model Risk Management +Overview +Model risk is the potential for adverse consequences from +decisions made based on model outputs that may be incorrect +or used inappropriately. We rely on quantitative models +across our business activities primarily to value certain +financial assets and liabilities, tomonitor and manage our +risk, and to measure andmonitor 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 ourmodel risk through +firmwide oversight across our global businesses, and provides +periodic updates to senior management, risk committees and +the Risk Committeeof the Board. +Our model risk management framework is managed through +a governance structure and riskmanagement controls, which +encompass standards designed to ensure we maintain a +comprehensive model inventory, including risk assessment +and classification, soundmodel development practices, +independent review and model-specific usage controls.The +Firmwide Model Risk Control Committee oversees our +model risk management framework. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 121 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_144.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_144.txt new file mode 100644 index 0000000000000000000000000000000000000000..4c805c1babe214dffe82d384aee3149ae09b8738 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_144.txt @@ -0,0 +1,91 @@ +Model Review and Validation Process +Model Risk consists of quantitative professionals who +perform an independent review, validation and approvalof +our models. This review includes an analysis of themodel +documentation, independent testing, an assessment of the +appropriateness of the methodology used, and verificationof +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 tradeand risk parameters across a broad range of +scenarios (including extreme conditions) in order to critically +evaluate and verify: +• The model’s conceptual soundness, including the +reasonableness of model assumptions, and suitability for +intended use; +• The testing strategy utilized by the model developers to +ensure that the models function as intended; +• The suitability of the calculation techniques incorporated +in the model; +• The model’s accuracy in reflecting the characteristics of the +related product and its significant risks; +• The model’s consistency with models for similar products; +and +• The model’s sensitivity to input parameters and +assumptions. +See “Critical Accounting Policies — Fair Value — Review of +Valuation Models,” “Liquidity Risk Management,” “Market +Risk Management,” “Credit Risk Management” and +“Operational Risk Management” for further information +about our use of models within these areas. +Other Risk Management +In addition to the areas of risks discussedabove, we also +manage other risks, including capital, climate, compliance +and conflicts. These areas of risks are discussed below. +Capital Risk Management +Capital risk is the risk that our capital is insufficient to +support our business activities under normal and stressed +market conditions or we face capital reductions or RWA +increases, including from new or revised rules or changes in +interpretations of existing rules, and are therefore unable to +meet our internal capital targets or external regulatory +capital requirements. Capital adequacy is of critical +importance to us. Accordingly, we have in place a +comprehensive capital management policy that provides a +framework, defines objectives and establishes guidelines to +maintain an appropriate level and composition of capital in +both business-as-usual and stressed conditions. Our capital +management framework is designed to provide us with the +information needed to identify and comprehensively manage +risk, and develop and apply projected stress scenarios that +capture idiosyncratic vulnerabilities with a goal of holding +sufficient capital to remain adequately capitalized even after +experiencing a severe stress event. See “Capital Management +and Regulatory Capital” for further information about our +capital managementprocess. +We have established a comprehensive governance structure to +manage and oversee our day-to-day capital management +activities and to ensure compliance with capital rules and +related policies. Our capital management activities are +overseen by the Board and its committees. The Board is +responsible for approving our annual capital plan and the +Risk Committee of the Board approves our capital +management policy, which details the risk committees and +members of senior management who are responsible for the +ongoing monitoring of our capital adequacy and evaluation +of current and future regulatory capital requirements, the +review of the results of our capital planning and stress tests +processes, and the results of our capitalmodels. In addition, +our risk committees and seniormanagement are responsible +for the review of our contingency capital plan, key capital +adequacy metrics, including regulatory capital ratios, and +capital plan metrics, such as the payout ratio, as well as +monitoring capital targets andpotential breaches of capital +requirements. +Our process for managing capital risk includes independent +review by Risk that assesses regulatory capital policies and +related interpretations and escalates certain interpretations to +senior management and/or the appropriate risk committee. +This process also includes, among other things, independent +review and validation of our regulatory capital calculations, +analysis of the related documentation, independent testing +and an assessment of the appropriateness of the calculations +and their alignment with therelevant regulatory capital rules. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +122 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_145.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_145.txt new file mode 100644 index 0000000000000000000000000000000000000000..d538eeeb948dd63473d30e80d98defc15f2da65d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_145.txt @@ -0,0 +1,104 @@ +Climate-Related and Environmental Risk Management +We categorize climate-related and environmental risks into +physical risk and transition risk. Physical risk is the risk that +asset values may decline or operations may be disrupted asa +result of changes in the climate,while transition risk is the +risk that asset values may decline because of changes in +climate policies or changes in the underlying economy due to +decarbonization. +As a global financial institution, climate-related and +environmental risks manifest in different ways across our +businesses. We have continued to make significant +enhancements to our climate risk management framework, +including steps to further integrate climate risk into our +broader risk management processes. We have integrated +oversight of climate-related risks into our riskmanagement +governance structure, from senior management to our Board +and its committees, including the Risk and Public +Responsibilities Committees. The Risk Committee of the +Board oversees firmwide financial and nonfinancial risks, +which include climate risk, and, as part of its oversight, +receives updates on our risk managementapproach toclimate +risk, including our approaches towards scenario analysis and +integration into existing risk management processes. The +Public Responsibilities Committee of the Board assists the +Board in its oversight of our firmwide sustainability strategy +and sustainability issues affecting us, including with respect +to climate change. As part of its oversight, the Public +Responsibilities Committee receives periodic updates on our +sustainability strategy, and also periodically reviews our +governance and related policies and processes for +sustainability and climate change-related matters. Senior +management within Risk, in coordination with senior +management in both our revenue-producing units and our +other independent risk oversight and control functions, is +responsible for the development of the climate-related and +environmental risk program. The objective of this program is +to integrate climate-related and environmental risks into +existing risk disciplines and business considerations, such as +the integration of climate risk into our credit evaluation and +underwriting processes for select industries. +See “Business — Sustainability” in Part I, Item 1 and “Risk +Factors” in Part I, Item 1A of this Form 10-K for information +about our sustainability initiatives, including in relation to +climate transition. +Compliance Risk Management +Compliance risk is the risk of legal or regulatory sanctions, +material financial loss or damage to our reputation arising +from our failure to comply with the requirements of +applicable laws, rules and regulations, and our internal +policies and procedures. Compliance risk is inherent in all +activities through which we conduct our businesses. Our +Compliance Risk Management Program, administered by +Compliance, assesses our compliance, regulatory and +reputational risk; monitors for compliance with newor +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 jurisdictionsin which we conduct business. +Conflicts Management +Conflicts of interest and our approach to dealing with them +are fundamental to our client relationships, our reputation +and our long-term success. The term “conflict of interest” +does not have a universally accepted meaning, and conflicts +can arise in many forms within a business or between +businesses. The responsibility for identifying potential +conflicts, as well as complying with our policies and +procedures, is sharedby all of our employees. +We have amultilayered approach to resolving conflicts and +addressing reputational risk. Our senior management +oversees policies related to conflicts resolution and, in +conjunction with Conflicts Resolution, Legal and +Compliance, and internal committees, formulates policies, +standards and principles, and assists in making judgments +regarding the appropriate resolution of particular conflicts. +Resolving potential conflicts necessarily depends on the facts +and circumstances of a particular situation and the +application of experienced and informed judgment. +As a generalmatter, Conflicts Resolution reviews financing +and advisory assignments in Global Banking & Markets and +certain of our investing, lending and other activities. In +addition, we have various transaction oversight committees, +such as the Firmwide Capital, Commitments and Suitability +Committees and other committees that also review new +underwritings, loans, investments and structured products. +These groups and committees work with internal and +external counsel and Compliance to evaluate and address any +actual or potential conflicts. The head of Conflicts +Resolution reports to our chief legal officer, who reports to +our chief executiveofficer. +We regularly assess our policies and procedures that address +conflicts of interest in an effort to conduct our business in +accordance with the highest ethical standards and in +compliance with all applicable laws,rules and regulations. +For further information about our risk management +processes, see “Overview and Structure of Risk +Management” and “Risk Factors” in Part I, Item 1Aof this +Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 123 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_146.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_146.txt new file mode 100644 index 0000000000000000000000000000000000000000..a40fe8251835e58ba6f4b93132ab0b39f34b1525 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_146.txt @@ -0,0 +1,50 @@ +Item 7A. Quantitative and Qualitative +Disclosures About Market Risk +Quantitative and qualitative disclosures about market risk +are set forth in “Management’sDiscussion and Analysisof +Financial Condition and Results of Operations — Risk +Management” in Part II, Item 7 of this Form 10-K. +Item 8. Financial Statements and +Supplementary Data +Management’s Report on Internal Control +over Financial Reporting +Management of The Goldman SachsGroup, Inc., together +with its consolidated subsidiaries (the firm), is responsible for +establishing and maintaining adequate internal control over +financial reporting. The firm’s internal control over financial +reporting is a process designed under the supervision of the +firm’s principal executive and principal financial officersto +provide reasonable assurance regarding the reliability of +financial reporting and the preparation of the firm’s financial +statements for external reporting purposes in accordance +with U.S. generally accepted accounting principles. +As of December 31, 2023, management conducted an +assessment of the firm’s internal control over financial +reporting based on the framework established in Internal +Control – Integrated Framework (2013) issued by the +Committee of Sponsoring Organizations of the Treadway +Commission (COSO). Based on this assessment,management +has determined that the firm’s internal control over financial +reporting as of December 31, 2023 was effective. +Our internal control over financial reporting includes policies +and procedures that pertain to themaintenance of records +that, in reasonable detail, accurately and fairly reflect +transactions and dispositions of assets; provide reasonable +assurance that transactions are recorded as necessary to +permit preparationof financial statements in accordance with +U.S. generally accepted accounting principles, and that +receipts and expenditures are beingmade only in accordance +with authorizations of management and the directors of the +firm; and provide reasonable assurance regarding prevention +or timely detection of unauthorized acquisition, use or +disposition of the firm’s assets that could have a material +effect on our financialstatements. +The firm’s internal control over financial reporting as of +December 31, 2023 has been audited by +PricewaterhouseCoopers LLP (PCAOB ID 238), an +independent registered public accounting firm, as stated in its +report appearing below, which expresses an unqualified +opinion on the effectivenessof the firm’s internal control over +financial reporting asof December 31, 2023. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +124 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_147.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_147.txt new file mode 100644 index 0000000000000000000000000000000000000000..dcab10bbf7bf095cd5534c7d4614a9f97f181e08 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_147.txt @@ -0,0 +1,74 @@ +To the Board of Directors and Shareholders of The Goldman +Sachs Group, Inc. +Opinions on the Financial Statements and Internal Control +over Financial Reporting +We have audited the accompanying consolidated balance +sheets of The Goldman SachsGroup, Inc. and its subsidiaries +(the Company) as of December 31, 2023 and 2022, and the +related consolidated statements of earnings, of +comprehensive income, of changes in shareholders’ equity +and of cash flows for each of the three years in the period +ended December 31, 2023, including the related notes +(collectively referred to as the “consolidated financial +statements”). We also have audited the Company’s internal +control over financial reporting as of December 31, 2023, +based on criteria established in Internal Control – Integrated +Framework (2013) issued by the Committee of Sponsoring +Organizations of the Treadway Commission (COSO). +In our opinion, the consolidated financial statements referred +to above present fairly, in all material respects, the financial +position of the Company as ofDecember 31, 2023 and 2022, +and the results of its operations and its cash flows for eachof +the three years in the period endedDecember 31, 2023 in +conformity with accounting principles generally accepted in +the United States of America. Also in our opinion, the +Company maintained, in all material respects, effective +internal control over financial reporting as ofDecember 31, +2023, based on criteria established in Internal Control – +Integrated Framework (2013) issued by the COSO. +Basis forOpinions +The Company’s management is responsible for these +consolidated financial statements, for maintaining effective +internal control over financial reporting, and for its +assessment of the effectiveness of internal control over +financial reporting, included in the accompanying +Management’s Report on Internal Control over Financial +Reporting. Our responsibility is to express opinions on the +Company’s consolidated financial statements and on the +Company’s internal control over financial reporting based on +our audits. We are a public accounting firmregistered with +the Public Company Accounting Oversight Board (United +States) (PCAOB) and are required to be independent with +respect to the Company in accordance with theU.S. federal +securities laws and the applicable rules and regulations of the +Securities and Exchange Commissionand the PCAOB. +We conducted our audits in accordance with the standards of +the PCAOB. Those standards require that we plan and +perform the audits to obtain reasonable assurance about +whether the consolidated financial statements are free of +material misstatement, whether due to error or fraud, and +whether effective internal control over financial reporting +was maintained in allmaterial respects. +Our audits of the consolidated financialstatements included +performing procedures to assess the risks of material +misstatement of the consolidated financial statements, +whether due to error or fraud, and performing procedures +that respond to those risks. Such procedures included +examining, on a test basis, evidence regarding the amounts +and disclosures in the consolidated financial statements. Our +audits also included evaluating the accounting principles used +and significant estimates made by management, as well as +evaluating the overall presentation of the consolidated +financial statements. Our audit of internal control over +financial reporting included obtaining an understandingof +internal control over financial reporting, assessing the risk +that a material weakness exists, and testing and evaluating +the design and operating effectiveness of internal control +based on the assessed risk. Our audits also included +performing such other procedures as we considered necessary +in the circumstances. We believe that our audits providea +reasonable basis forour opinions. +Report of Independent Registered Public +Accounting Firm +Goldman Sachs 2023 Form 10-K 125 +The secret object #1 is a "door". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_148.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_148.txt new file mode 100644 index 0000000000000000000000000000000000000000..ebc911c083144e07131b62d937e2c1b497051473 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_148.txt @@ -0,0 +1,95 @@ +Definition and Limitations of Internal Control over Financial +Reporting +A company’s internal control over financial reporting isa +process designed to provide reasonable assurance regarding +the reliability of financial reporting and the preparationof +financial statements for external purposes in accordance with +generally accepted accounting principles. A company’s +internal control over financial reporting includes those +policies and procedures that (i) pertain to the maintenance of +records that, in reasonable detail, accurately and fairly reflect +the transactions and dispositions of the assets of the +company; (ii) provide reasonable assurance that transactions +are recorded as necessary to permit preparation of financial +statements in accordance with generally accepted accounting +principles, and that receipts and expenditures of the company +are being made only in accordancewith authorizations of +management and directors of the company; and (iii) provide +reasonable assurance regarding prevention or timely +detection of unauthorized acquisition, use, or dispositionof +the company’s assets that could have a material effect on the +financial statements. +Because of its inherent limitations, internal control over +financial reporting may not prevent or detect misstatements. +Also, projections of any evaluation of effectiveness to future +periods are subject to the risk that controls may become +inadequate because of changes in conditions, or that the +degree of compliance with the policies or proceduresmay +deteriorate. +Critical Audit Matters +The critical audit matters communicated below are matters +arising from the current period audit of the consolidated +financial statements that were communicated or required to +be communicated to the audit committee and that (i) relate to +accounts or disclosures that are material to the consolidated +financial statements and (ii) involved our especially +challenging, subjective, or complex judgments. The +communication of critical audit matters does not alter in any +way our opinion on the consolidated financial statements, +taken as a whole, and we are not, by communicating the +critical audit matters below, providing separate opinions on +the critical audit matters or on the accounts or disclosures to +which they relate. +Valuation of Certain Level 3Financial Instruments +As described in Notes 4 and 5 to the consolidated financial +statements, as of December 31, 2023, the Company carries +financial instruments at fair value, which includes $25.1 +billion of financial assets and $28.7 billion of financial +liabilities classified in level 3 of the fair value hierarchy, as +one or more inputs to the financial instrument’s valuation +technique are significant and unobservable. Significant +unobservable inputs used bymanagement to value certainof +the level 3 financial instruments included:market multiples, +discount rates, and capitalization rates for equity securities; +credit spreads for credit derivatives; and correlation for +hybrid financial instruments. +The principal considerations for our determination that +performing procedures relating to the valuation of certain +level 3 financial instruments is a critical audit matter are (i) +the significant judgment by management when developing +the fair value estimate of certain level 3 financial instruments, +(ii) a high degree of auditor judgment, subjectivity, and effort +in performing procedures and evaluating audit evidence +related to the aforementioned significant unobservable inputs +used in the valuation of certain level 3 financial instruments, +and (iii) the audit effort involved the use of professionals with +specialized skill andknowledge. +Addressing the matter involved performing procedures and +evaluating audit evidence in connection with forming our +overall opinion on the consolidated financial statements. +These procedures included testing the effectivenessof +controls relating to the valuation of financial instruments, +including controls over the methods and significant +unobservable inputs used in the valuation of certain level3 +financial instruments. These procedures also included, +among others, testing the completeness and accuracy of data +used by management, as well as (i) testing management’s +process for developing the fair value estimate of certain level +3 financial instruments, (ii) evaluating the appropriateness of +the techniques used by management, (iii) evaluating the +reasonableness of the aforementioned significant +unobservable inputs, and either (iv) the use of professionals +with specialized skill and knowledge to assist in evaluating +(a) the appropriateness of the techniques used by +management and (b) the aforementioned significant +unobservable inputs, or (v) the use of professionals with +specialized skill and knowledge to assist in evaluating the +reasonableness of management’s estimate by (a) evaluating +the appropriateness of the techniques used by management +and (b) developing an independent estimate of fair value fora +sample of certain level 3 securities using independently +determined assumptions, and comparing the independent +range of prices tomanagement’s estimate. +Report of Independent Registered Public +Accounting Firm +126 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_149.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_149.txt new file mode 100644 index 0000000000000000000000000000000000000000..e28c29dbae9dbb6f81bbb453e329c52024e3d18c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_149.txt @@ -0,0 +1,55 @@ +Allowance for Loan Losses - Wholesale Loan Portfolio +As described in Note 9 to the consolidated financial +statements, the Company’s allowance for loan losses for the +wholesale loan portfolio reflects management’s estimateof +loan losses over the remaining expected life of the loans and +also considers forecasts of future economic conditions. As of +December 31, 2023, $2.6 billion of the allowance for loan +losses and $157.2 billion of the loans accounted for at +amortized cost related to thewholesale loan portfolio. The +allowance for loan losses for thewholesale loan portfolio is +measured on a collective basis for loans that exhibit similar +risk characteristics using a modeled approach and on an +asset-specific basis for loans that do not share similar risk +characteristics. In addition, it includes qualitative +components to reflect the uncertain nature of economic +forecasting, capture uncertainty regarding model inputs, and +account for model imprecision and concentration risk. The +wholesale models determine the probability of default and +loss given default based on various risk factors, including +internal credit ratings. +The principal considerations for our determination that +performing procedures relating to the allowance for loan +losses for the wholesale loan portfolio is a critical audit +matter are (i) the significant judgment by management when +developing the allowance for loan losses for the wholesale +loan portfolio using the modeled approach, (ii) a high degree +of auditor judgment, subjectivity, and effort in performing +procedures and evaluating management’s determination of +internal credit ratings used in the modeled approach, and (iii) +the audit effort involved the use of professionals with +specialized skill and knowledge. +Addressing the matter involved performing procedures and +evaluating audit evidence in connection with forming our +overall opinion on the consolidated financial statements. +These procedures included testing the effectiveness of +controls relating to the Company’s allowance for loan losses +for the wholesale loan portfolio, including controls over the +determination of internal credit ratings. These procedures +also included, among others, (i) testingmanagement’s process +for developing the allowance for loan losses for the wholesale +loan portfolio using a modeled approach, (ii) evaluating the +appropriateness of the modeled approach, (iii) testing the +completeness and accuracy of data used in the modeled +approach, and (iv) evaluating the reasonableness of the +internal credit ratings used bymanagement. Professionals +with specialized skill and knowledge were used to assist in +evaluating (i) the appropriateness of themodeled approach +and (ii) the reasonablenessof the internal credit ratings. +/s/ PricewaterhouseCoopers LLP +New York, New York +February 22, 2024 +We have served as theCompany’s auditor since1922. +Report of Independent Registered Public +Accounting Firm +Goldman Sachs 2023 Form 10-K 127 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_15.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..b1bd38b62a0800a4f6a80c34e21c5acffae52c7e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_15.txt @@ -0,0 +1 @@ +13 diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_150.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_150.txt new file mode 100644 index 0000000000000000000000000000000000000000..8df2a9f3c432f554f99b27b7b5008d0803c3ae23 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_150.txt @@ -0,0 +1,50 @@ +Year Ended December +in millions, except pershare amounts 2023 2022 2021 +Revenues +Investment banking $ 6,218 $ 7,360 $ 14,136 +Investment management 9,532 9,005 8,171 +Commissions and fees 3,789 4,034 3,590 +Market making 18,238 18,634 15,357 +Other principal transactions 2,126 654 11,615 +Total non-interest revenues 39,903 39,687 52,869 +Interest income 68,515 29,024 12,120 +Interest expense 62,164 21,346 5,650 +Net interest income 6,351 7,678 6,470 +Total net revenues 46,254 47,365 59,339 +Provision for credit losses 1,028 2,715 357 +Operating expenses +Compensation and benefits 15,499 15,148 17,719 +Transaction based 5,698 5,312 4,710 +Market development 629 812 553 +Communications and technology 1,919 1,808 1,573 +Depreciation and amortization 4,856 2,455 2,015 +Occupancy 1,053 1,026 981 +Professional fees 1,623 1,887 1,648 +Other expenses 3,210 2,716 2,739 +Total operating expenses 34,487 31,164 31,938 +Pre-tax earnings 10,739 13,486 27,044 +Provision fortaxes 2,223 2,225 5,409 +Net earnings 8,516 11,261 21,635 +Preferred stock dividends 609 497 484 +Net earnings applicable to common shareholders $ 7,907 $ 10,764 $ 21,151 +Earnings per common share +Basic $ 23.05 $ 30.42 $ 60.25 +Diluted $ 22.87 $ 30.06 $ 59.45 +Average common shares +Basic 340.8 352.1 350.5 +Diluted 345.8 358.1 355.8 +Consolidated Statements of Comprehensive Income +Year Ended December +$ in millions 2023 2022 2021 +Net earnings $ 8,516 $ 11,261 $ 21,635 +Other comprehensive income/(loss)adjustments, net of tax: +Currency translation (62) (47) (42) +Debt valuation adjustment (1,015) 1,403 322 +Pension and postretirement liabilities (76) (172) 41 +Available-for-sale securities 1,245 (2,126) (955) +Other comprehensive income/(loss) 92 (942) (634) +Comprehensive income $ 8,608 $ 10,319 $ 21,001 +The accompanying notes are an integral part of these consolidated financial statements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Consolidated Statements of Earnings +128 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_151.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_151.txt new file mode 100644 index 0000000000000000000000000000000000000000..0292341f7e6a736815ab80a3914f36816051d01c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_151.txt @@ -0,0 +1,41 @@ +As of December +$ in millions 2023 2022 +Assets +Cash and cash equivalents $ 241,577 $ 241,825 +Collateralized agreements: +Securities purchased under agreementsto resell (includes $223,543 and $225,117 at fair value) 223,805 225,117 +Securities borrowed (includes$44,930 and $38,578 at fair value) 199,420 189,041 +Customer and other receivables (includes$23 and $25 at fair value) 132,495 135,448 +Trading assets (at fair valueand includes$110,567 and $40,143 pledged as collateral) 477,510 301,245 +Investments (includes$75,767 and $78,201 at fair value) 146,839 130,629 +Loans (net of allowance of$5,050 and $5,543, and includes$6,506 and $7,655 at fair value) 183,358 179,286 +Other assets (includes$366 and $145 at fair value) 36,590 39,208 +Total assets $ 1,641,594 $ 1,441,799 +Liabilities and shareholders’ equity +Deposits (includes$29,460 and $15,746 at fair value) $ 428,417 $ 386,665 +Collateralized financings: +Securities sold under agreementsto repurchase (at fair value) 249,887 110,349 +Securities loaned (includes$8,934 and $4,372 at fair value) 60,483 30,727 +Other secured financings (includes$12,554 and $12,756 at fair value) 13,194 13,946 +Customer and other payables 230,728 262,045 +Trading liabilities (at fair value) 200,355 191,324 +Unsecured short-term borrowings (includes$46,127 and $39,731 at fair value) 75,945 60,961 +Unsecured long-term borrowings (includes$86,410 and $73,147 at fair value) 241,877 247,138 +Other liabilities (includes$266 and $159 at fair value) 23,803 21,455 +Total liabilities 1,524,689 1,324,610 +Commitments, contingencies and guarantees +Shareholders’ equity +Preferred stock; aggregate liquidation preference of$11,203 and $10,703 11,203 10,703 +Common stock;922,895,030 and 917,815,030 shares issued, and323,376,354 and 334,918,639 shares outstanding 9 9 +Share-based awards 5,121 5,696 +Nonvoting commonstock; no shares issued and outstanding – – +Additional paid-in capital 60,247 59,050 +Retained earnings 143,688 139,372 +Accumulated other comprehensive loss (2,918) (3,010) +Stock held in treasury, at cost;599,518,678 and 582,896,393 shares (100,445) (94,631) +Total shareholders’equity 116,905 117,189 +Total liabilities and shareholders’ equity$ 1,641,594 $ 1,441,799 +The accompanying notes are an integral part of these consolidated financial statements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Consolidated Balance Sheets +Goldman Sachs 2023 Form 10-K 129 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_152.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_152.txt new file mode 100644 index 0000000000000000000000000000000000000000..f5efdb50665efea1da12cf08a5849dfe76f4dd6d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_152.txt @@ -0,0 +1,47 @@ +Year Ended December +$ in millions 2023 2022 2021 +Preferred stock +Beginning balance $ 10,703 $ 10,703 $ 11, 203 +Issued 1,500 – 2,175 +Redeemed (1,000) – (2,675) +Ending balance 11,203 10,703 10, 703 +Common stock +Beginning balance 9 9 9 +Issued – – – +Ending balance 9 9 9 +Share-based awards +Beginning balance 5,696 4,211 3, 468 +Issuance and amortization ofshare-based awards 2,098 4,110 2, 527 +Delivery of common stock underlying share-based awards (2,504) (2,468) (1,626) +Forfeiture of share-based awards (169) (157) (158) +Ending balance 5,121 5,696 4, 211 +Additional paid-in capital +Beginning balance 59,050 56,396 55, 679 +Delivery of common stock underlying share-based awards 2,549 2,516 1, 678 +Cancellation ofshare-based awards in satisfaction of withholding tax requirements (1,345) (1,591) (984) +Preferred stock issuance costs 5 – 24 +Issuance of common stock in connection with acquisition – 1,730 – +Other (12) (1) (1) +Ending balance 60,247 59,050 56, 396 +Retained earnings +Beginning balance 139,372 131,811 112, 947 +Net earnings 8,516 11,261 21, 635 +Dividends and dividend equivalents declared on common stock and share-based awards (3,591) (3,203) (2,287) +Dividends declared on preferred stock (599) (497) (443) +Preferred stock redemption premium (10) – (41) +Ending balance 143,688 139,372 131, 811 +Accumulated other comprehensive income/(loss) +Beginning balance (3,010) (2,068) (1,434) +Other comprehensive income/(loss) 92 (942) (634) +Ending balance (2,918) (3,010) (2,068) +Stock held in treasury, atcost +Beginning balance (94,631) (91,136) (85,940) +Repurchased (5,796) (3,500) (5,200) +Reissued 29 20 11 +Other (47) (15) (7) +Ending balance (100,445) (94,631) (91,136) +Total shareholders’ equity$ 116,905 $117,189 $109,926 +The accompanying notes are an integral part of these consolidated financial statements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Consolidated Statements of Changes in Shareholders’Equity +130 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_153.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_153.txt new file mode 100644 index 0000000000000000000000000000000000000000..ff68dd54be9edd6ae7fbfc8b75de7fc722373a1d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_153.txt @@ -0,0 +1,53 @@ +Year Ended December +$ in millions 2023 2022 2021 +Cash flows from operating activities +Net earnings $ 8,516 $ 11,261 $ 21,635 +Adjustments to reconcile net earningsto net cash provided by/(used for)operating activities +Depreciation and amortization 4,856 2,455 2,015 +Deferred income taxes (1,360) (2,412) 5 +Share-based compensation 2,085 4,083 2,348 +Provision for credit losses 1,028 2,715 357 +Changes inoperating assetsand liabilities: +Customer and other receivables and payables, net (28,219) 35,014 21,971 +Collateralized transactions (excluding other securedfinancings), net 160,227 (100,996) (70,058) +Trading assets (163,807) 45,278 15,232 +Trading liabilities 5,751 8,062 26,616 +Loans held for sale, net 1,635 3,161 (5,556) +Other, net (3,299) 87 (8,267) +Net cash provided by/(used for) operating activities (12,587) 8,708 6,298 +Cash flows from investing activities +Purchase of property, leasehold improvements and equipment (2,316) (3,748) (4,667) +Proceeds from sales of property, leasehold improvements and equipment 3,278 2,706 3,933 +Net cash received from/(used for) business dispositions or acquisitions 487 (2,115) – +Purchase ofinvestments (40,256) (60,536) (39,912) +Proceeds from sales and paydowns of investments 26,848 12,961 45,701 +Loans (excluding loans held for sale), net (5,353) (25,228) (35,520) +Net cash used for investing activities (17,312) (75,960) (30,465) +Cash flows from financing activities +Unsecured short-term borrowings, net 2,050 321 2,137 +Other secured financings (short-term), net 673 (2,283) (1,320) +Proceeds from issuance of other securedfinancings (long-term) 3,047 1,800 4,795 +Repayment of other secured financings (long-term), including the current portion (3,570) (3,407) (6,590) +Proceeds from issuance of unsecured long-term borrowings 47,153 84,522 92,717 +Repayment of unsecured long-term borrowings, including the current portion (54,066) (42,806) (52,608) +Derivative contracts with a financing element, net 3,280 1,797 1,121 +Deposits, net 39,723 28,074 103,538 +Preferred stockredemption (1,000) – (2,675) +Common stock repurchased (5,796) (3,500) (5,200) +Settlement of share-based awards in satisfaction of withholding tax requirements (1,345) (1,595) (985) +Dividends and dividend equivalents paid on common stock, preferredstock and share-based awards (4,189) (3,682) (2,725) +Proceeds from issuance of preferred stock, net of issuance costs 1,496 – 2,172 +Other financing,net 344 361 361 +Net cash provided by financing activities 27,800 59,602 134,738 +Effect of exchange rate changes on cash and cash equivalents 1,851 (11,561) (5,377) +Net increase/(decrease) in cash and cash equivalents (248) (19,211) 105,194 +Cash and cash equivalents, beginning balance 241,825 261,036 155,842 +Cash and cash equivalents, ending balance$ 241,577 $ 241,825 $ 261,036 +Supplemental disclosures: +Cash payments for interest, net of capitalized interest $ 60,026 $ 19,022 $ 5,521 +Cash payments for income taxes, net $ 2,389 $ 4,555 $ 6,195 +See Notes 9, 12 and 16 for information about non-cash activities. +The accompanying notes are an integral partof these consolidated financial statements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Consolidated Statements of Cash Flows +Goldman Sachs 2023 Form 10-K 131 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_154.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_154.txt new file mode 100644 index 0000000000000000000000000000000000000000..c2afdcee97c8055886b55c4b33032f2d5910ab72 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_154.txt @@ -0,0 +1,81 @@ +Note 1. +Description of Business +The Goldman Sachs Group, Inc. (Group Inc. or parent +company), a Delaware corporation, together with its +consolidated subsidiaries (collectively, the firm), is a leading +global financial institution that delivers a broad range of +financial services to a large and diversified client base that +includes corporations, financial institutions, governments +and individuals. Founded in 1869, the firm is headquartered +in New York and maintains offices in all major financial +centers around the world. +The firm manages and reports its activities in the following +three business segments: +Global Banking& Markets +The firm provides a broad range of services to a diverse +group of corporations, financial institutions, investment +funds and governments. Services include strategic advisory +assignments with respect to mergers and acquisitions, +divestitures, corporate defense activities, restructurings and +spin-offs, and equity and debt underwriting of public +offerings and private placements. The firm facilitates client +transactions and makes markets in fixed income, equity, +currency and commodity products. In addition, the firm +makes markets in and clears institutional client transactions +on major stock, options and futures exchanges worldwide +and provides prime financing (including securities lending, +margin lending and swaps), portfolio financing and other +types of equity financing (including securities-based loans to +individuals). The firm also provides lending to corporate +clients, including through relationship lending and +acquisition financing, and secured lending, through +structured credit and asset-backed lending. In addition, the +firm provides commodity financing to clients through +structured transactions and also provides financing through +securities purchased under agreements to resell (resale +agreements). The firm also makes equity and debt +investments relatedto Global Banking & Markets activities. +Asset & Wealth Management +The firm manages assets and offers investment products +across all major asset classes to a diverse set of clients, both +institutional and individuals, including through a networkof +third-party distributors around the world. The firm also +provides investing and wealth advisory solutions, including +financial planning and counseling, and executing brokerage +transactions for wealth management clients. During 2023, the +firm sold its Personal Financial Management (PFM) business. +The firm issues loans to wealthmanagement clients, accepts +deposits through its consumer banking digital platform, +Marcus by Goldman Sachs(Marcus), and through its private +bank, and provides investing services throughMarcus Invest +to U.S. customers. The firm has also issued unsecured loans +to consumers through Marcus. During 2023, the firm +completed the sale of substantially all of this portfolio.The +firm makes equity investments, which include investing +activities related to public andprivate equity investments in +corporate, real estate and infrastructure assets, as wellas +investments through consolidated investment entities (CIEs), +substantially all of which are engaged in real estate +investment activities. The firm also invests in debt +instruments and engages in lending activities to middle- +market clients, and provides financing for real estate and +other assets. +Platform Solutions +The firm issues credit cards through partnership +arrangements and provides point-of-sale financing through +GreenSky Holdings, LLC (GreenSky) to consumers.The firm +also accepts deposits from Apple Card customers. In +addition, the firm provides transaction banking and other +services, including cash management services, such as +deposit-taking and payment solutions for corporate and +institutional clients. In the fourth quarter of 2023, the firm +entered into an agreement to sell GreenSky, which is +expected to close in the first quarter of 2024, and also +completed the sale of a majority of the GreenSky installment +loan portfolio. In the fourth quarter of 2023, the firm also +entered into an agreement with General Motors (GM) +regarding a process to transition their credit card program to +another issuer tobe selected by GM. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +132 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_155.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_155.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0862850d8485eb9cef6a173f54ba169fe3d02d2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_155.txt @@ -0,0 +1,58 @@ +Note 2. +Basis of Presentation +These consolidated financial statements are prepared in +accordance with accounting principles generally accepted in +the United States (U.S. GAAP) and include the accountsof +Group Inc. and all other entities inwhich the firm has a +controlling financial interest. Intercompany transactions and +balances have been eliminated. +All references to 2023, 2022 and 2021 refer to the firm’s years +ended, or the dates, as the context requires,December 31, +2023, December 31, 2022 and December 31, 2021, +respectively. Any reference to a future year refers to a year +ending on December 31 of that year. Certain reclassifications +have been made to previously reported amounts to conform +to the currentpresentation. +Note 3. +Significant Accounting Policies +The firm’s significant accounting policies include when and +how to measure the fair value of assets and liabilities, +measuring the allowance for credit losses on loans and +lending commitments accounted for at amortized cost, and +when to consolidate an entity. SeeNote 4 for policies on fair +value measurements, Note 9 for policies on the allowance for +credit losses, and below and Note 17 for policies on +consolidation accounting. All other significant accounting +policies are either described below or included in the +following footnotes: +Fair Value Measurements Note 4 +Fair Value Hierarchy Note 5 +Trading Assets andLiabilities Note 6 +Derivatives andHedging Activities Note 7 +Investments Note 8 +Loans Note 9 +Fair Value OptionN ote 10 +Collateralized Agreements andFinancings Note 11 +Other Assets Note 12 +Deposits Note 13 +Unsecured Borrowings Note 14 +Other Liabilities Note 15 +Securitization Activities Note 16 +Variable Interest Entities Note 17 +Commitments, Contingencies and Guarantees Note 18 +Shareholders’ Equity Note 19 +Regulation and Capital Adequacy Note 20 +Earnings Per CommonShare Note 21 +Transactions with AffiliatedFunds Note 22 +Interest Income andInterest Expense Note 23 +Income Taxes Note 24 +Business Segments Note 25 +Credit ConcentrationsN ote 26 +Legal Proceedings Note 27 +Employee BenefitPlans Note 28 +Employee IncentivePlans Note 29 +Parent Company Note 30 +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 133 +The secret sport is "skiing". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_156.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_156.txt new file mode 100644 index 0000000000000000000000000000000000000000..a5b9ea94ff4f21d95dcd78d30180692061313a03 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_156.txt @@ -0,0 +1,86 @@ +Consolidation +The firm consolidates entities in which the firm has a +controlling financial interest. The firm determines whetherit +has a controlling financial interest in an entity by first +evaluating whether the entity is a voting interest entity or a +variable interest entity (VIE). +Voting Interest Entities.Voting interest entities are entities +in which (i) the total equity investment at risk is sufficient to +enable the entity to finance its activities independently and +(ii) the equity holders have the power to direct the activities +of the entity that most significantly impact its economic +performance, the obligation to absorb the losses of the entity +and the right to receive the residual returns of the entity. The +usual conditionfor a controlling financial interest in a voting +interest entity is ownership of a majority voting interest. If +the firm has acontrolling majority voting interest in a voting +interest entity, theentity is consolidated. +Variable Interest Entities.A VIE is an entity that lacks one +or more of the characteristics of a voting interest entity. The +firm has a controlling financial interest in a VIE when the +firm has a variable interest or interests that provide it with (i) +the power to direct the activities of the VIE that most +significantly impact the VIE’s economic performance and (ii) +the obligation to absorb losses of the VIE or the right to +receive benefits from the VIE that could potentially be +significant to the VIE. See Note 17 for further information +about VIEs. +Equity-Method Investments.When the firm does not have +a controlling financial interest in an entity but can exert +significant influenceover theentity’s operating and financial +policies, the investment is generally accounted for at fair +value by electing the fair value option available under U.S. +GAAP. Significant influence generally existswhen the firm +owns 20% to 50% of the entity’s common stock or in- +substance common stock. +In certain cases, the firm applies the equity method of +accounting to new investments that are strategic in natureor +closely related to the firm’s principal business activities, +when the firm has a significant degree of involvement in the +cash flows or operations of theinvestee or whencost-benefit +considerations are less significant. See Note 8 for further +information about equity-method investments. +Investment Funds. The firm has formed investment funds +with third-party investors. These funds are typically +organized as limited partnerships or limited liability +companies for which the firm acts as general partner or +manager. Generally, the firm does not hold a majority of the +economic interests in these funds. These funds are usually +voting interest entities and generally are not consolidated +because third-party investors typically have rights to +terminate the funds or to remove the firm as general partner +or manager. Investments in these funds are generally +measured at net asset value (NAV) and are included in +investments. See Notes 8, 18 and 22 for further information +about investments in funds. +Use of Estimates +Preparation of these consolidated financial statements +requires management to make certain estimates and +assumptions, the most important of which relate to fair value +measurements, the allowance for credit losses on loans and +lending commitments accounted for at amortized cost, +accounting for goodwill and identifiable intangible assets, +provisions for losses that may arise from litigation and +regulatory proceedings (including governmental +investigations), and accounting for income taxes. These +estimates and assumptions are based on the best available +information, but actualresults could bematerially different. +Revenue Recognition +Financial Assets and Liabilities at Fair Value.Trading +assets and liabilities and certain investments are carried at +fair value either under the fair value option or in accordance +with other U.S. GAAP. In addition, the firm has elected to +account for certain of its loans and other financial assets and +liabilities at fair value by electing the fair value option.The +fair value of a financial instrument is the amount that would +be received to sell an asset or paid to transfer a liability in an +orderly transaction between market participants at the +measurement date. Financial assets aremarked to bid prices +and financial liabilities are marked to offer prices. Fair value +measurements do not include transaction costs. Fair value +gains or losses are generally included inmarket making or +other principal transactions. See Note 4 for further +information about fair valuemeasurements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +134 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_157.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_157.txt new file mode 100644 index 0000000000000000000000000000000000000000..22202b39e63b8dc3fe92b4fce7084dc50ed61e66 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_157.txt @@ -0,0 +1,84 @@ +Revenue from Contracts with Clients. The firm +recognizes revenue earned from contracts with clients for +services, such as investment banking, investment +management, and execution and clearing (contracts with +clients), when the performance obligations related to the +underlying transaction are completed. +Revenues from contracts with clients represent +approximately 45% of total non-interest revenues for 2023 +(including approximately 85% of investment banking +revenues, approximately 95% of investmentmanagement +revenues and all commissions and fees), approximately 50% +of total non-interest revenues for 2022 (including +approximately 85% of investment banking revenues, +approximately 95%of investment management revenuesand +all commissions and fees), and approximately 45%of total +non-interest revenues for 2021 (including approximately 90% +of both investment banking revenues and investment +management revenues, and all commissions and fees). See +Note 25 for information about net revenues by business +segment. +Investment Banking +Advisory. Fees from financial advisory assignments are +recognized in revenues when the services related to the +underlying transaction are completed under the terms of the +assignment. Non-refundable deposits and milestone +payments in connection with financial advisory assignments +are recognized in revenues upon completion of the +underlying transaction or when the assignmentis otherwise +concluded. +Expenses associated with financial advisory assignments are +recognized when incurred and are included in transaction +based expenses. Client reimbursements for such expenses are +included in investment banking revenues. +Underwriting. Fees from underwriting assignments are +recognized in revenues upon completion of the underlying +transaction based onthe terms of the assignment. +Expenses associated with underwriting assignments are +generally deferred until the related revenue is recognized or +the assignment is otherwise concluded. Such expenses are +included in transaction based expenses for completed +assignments. +Investment Management +The firm earns management fees and incentive fees for +investment management services, which are included in +investment management revenues. The firmmakes payments +to brokers and advisors related to the placement of the firm’s +investment funds (distribution fees), which are included in +transaction basedexpenses. +Management Fees. Management fees for mutual funds are +calculated as a percentage of daily net asset value and are +received monthly. Management fees for hedge funds and +separately managed accounts are calculated as a percentage +of month-end net asset value and are generally received +quarterly. Management fees for private equity funds are +calculated as a percentage of monthly invested capital or +committed capital and are received quarterly, semi-annually +or annually, depending on the fund. Management fees are +recognized over time in the period the services are provided. +Distribution fees paid by the firm are calculated based on +either a percentage of themanagement fee, the investment +fund’s net asset value or the committed capital. Such fees are +included in transactionbased expenses. +Incentive Fees. Incentive fees are calculated as a percentage +of a fund’s or separately managed account’s return, or excess +return above a specified benchmark or other performance +target. Incentive fees are generally based on investment +performance over a twelve-month period or over the life of a +fund. Fees that are based on performance over a twelve- +month period are subject to adjustment prior to the end of +the measurement period. For fees that are based on +investment performance over the life of the fund, future +investment underperformance may require fees previously +distributed to the firmto be returned to thefund. +Incentive fees earned from a fund or separately managed +account are recognized when it is probable that a significant +reversal of such fees will notoccur, which is generally when +such fees are no longer subject to fluctuations in the market +value of investments held by the fund or separately managed +account. Therefore, incentive fees recognized during the +period may relate to performance obligations satisfied in +previous periods. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 135 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_158.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_158.txt new file mode 100644 index 0000000000000000000000000000000000000000..5856b2c15e02b26c3e8f3f8b317c953f92645318 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_158.txt @@ -0,0 +1,98 @@ +Commissions and Fees +The firm earns substantially all commissions and fees from +executing and clearing client transactions on stock, options +and futures markets, as well as over-the-counter (OTC) +transactions. Commissions and fees are recognized on the +day the trade is executed. The firm also provides third-party +research services to clients in connectionwith certain soft- +dollar arrangements. Third-party research costs incurred by +the firm in connection with such arrangements are presented +net within commissions and fees. +Remaining PerformanceObligations +Remaining performance obligations are services that the firm +has committed to perform in the future in connection with its +contracts with clients. The firm’s remaining performance +obligations are generally related to its financial advisory +assignments and certain investment management activities. +Revenues associated with remaining performance obligations +relating to financial advisory assignments cannot be +determined until the outcome of the transaction. For the +firm’s investment management activities, where fees are +calculated based on the net asset value of the fund or +separately managed account, future revenues associated with +such remaining performance obligations cannot be +determined as such fees are subject to fluctuations in the +market value of investments held by the fund or separately +managed account. +The firm is able to determine the future revenues associated +with management fees calculated based on committed +capital. As of December 2023, substantially all future net +revenues associated with such remaining performance +obligations will be recognized through 2032. Annual +revenues associated with such performance obligations +average less than $300 million through 2032. +Transfers of Financial Assets +Transfers of financial assets are accounted for as sales when +the firm has relinquished control over the assets transferred. +For transfers of financial assets accounted for as sales, any +gains or losses are recognized in net revenues. Assets or +liabilities that arise from the firm’s continuing involvement +with transferred financial assets are initially recognizedat +fair value. For transfers of financial assets that are not +accounted for as sales, the assets are generally included in +trading assets and the transfer is accounted for as a +collateralized financing, with the related interest expense +recognized over the life of the transaction. See Note 11 for +further information about transfers of financial assets +accounted for as collateralized financings and Note 16 for +further information about transfers of financial assets +accounted for as sales. +Cash and Cash Equivalents +The firm defines cash equivalents as highly liquid overnight +deposits held in the ordinary course of business.Cash and +cash equivalents included cash and due from banks of $7.93 +billion as of December 2023 and $7.87 billionas of December +2022. Cash and cash equivalents also included interest- +bearing deposits with banks of $233.65 billion as of +December 2023 and $233.96 billion as of December 2022. +The firm segregates cash for regulatory and other purposes +related to client activity. Cash and cash equivalents +segregated for regulatory andother purposes were $17.08 +billion as of December 2023 and $16.94 billion as of +December 2022. In addition, the firm segregates securities for +regulatory and other purposes related to client activity. See +Note 11 for further information about segregated securities. +Customer and Other Receivables +Customer and other receivables included receivables from +customers and counterparties of $90.16 billion as of +December 2023 and $67.88 billion as of December 2022, and +receivables from brokers, dealers and clearing organizations +of $42.33 billion as of December 2023 and $67.57 billionas of +December 2022. Such receivables primarily consist of +customer margin loans, collateral posted in connection with +certain derivative transactions, and receivables resulting from +unsettled transactions. +Substantially all of these receivables are accounted for at +amortized cost net of any allowance for credit losses, which +generally approximates fair value. As these receivables are +not accounted for at fair value, they are not included in the +firm’s fair value hierarchy in Notes 4 and 5. Had these +receivables been included in the firm’s fair value hierarchy, +substantially all would havebeen classified in level 2 as of +both December 2023 and December 2022. See Note 10 for +further information about customer and other receivables +accounted for at fair value under the fair value option. +Interest on customer and other receivables is recognized over +the life of the transactionand included in interest income. +Customer and other receivables includes receivables from +contracts with clients and contract assets. Contract assets +represent the firm’s right to receive consideration for services +provided in connection with its contracts with clients for +which collection is conditional and notmerely subject to the +passage of time. The firm’s receivables from contracts with +clients were $3.59 billion as of December 2023and $3.01 +billion as of December 2022. As of both December 2023and +December 2022, contract assets werenot material. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +136 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_159.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_159.txt new file mode 100644 index 0000000000000000000000000000000000000000..7e83bf86ba7f6910a99de0c34a9f94212c2db2b6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_159.txt @@ -0,0 +1,79 @@ +Customer and Other Payables +Customer and other payables included payables to customers +and counterparties of $220.71 billion as of December 2023 +and $238.12 billion as of December 2022, and payables to +brokers, dealers and clearing organizations of $10.02 billion +as of December 2023 and $23.93 billion as of December 2022. +Such payables primarily consist of customer credit balances +related to the firm’s prime brokerage activities. Customer +and other payables are accounted for at cost plus accrued +interest, which generally approximates fair value. As these +payables are not accounted for at fair value, they are not +included in the firm’s fair value hierarchy in Notes 4 and5. +Had these payables been included in the firm’s fair value +hierarchy, substantially all would have been classified in level +2 as of both December 2023 and December 2022. Interest on +customer and other payables is recognized over the life of the +transaction and included in interest expense. +Offsetting Assets and Liabilities +To reduce credit exposures on derivatives and securities +financing transactions, the firm may enter into master netting +agreements or similar arrangements (collectively, netting +agreements) with counterparties that permit it to offset +receivables and payables with such counterparties. A netting +agreement is a contract with a counterparty that permits net +settlement of multiple transactions with that counterparty, +including upon the exercise of termination rights by a non- +defaulting party. Upon exercise of such termination rights, +all transactions governed by the netting agreement are +terminated and a net settlement amount is calculated. In +addition, the firm receives and posts cash and securities +collateral with respect to its derivatives and securities +financing transactions, subject to the terms of the related +credit support agreements or similar arrangements +(collectively, credit support agreements). An enforceable +credit support agreement grants the non-defaulting party +exercising termination rights the right to liquidate the +collateral and apply the proceeds to any amounts owed. In +order to assess enforceability of the firm’s right of setoff +under netting and credit support agreements, the firm +evaluates various factors, including applicable bankruptcy +laws, local statutes and regulatory provisions in the +jurisdiction of the parties to the agreement. +Derivatives are reported on a net-by-counterparty basis (i.e., +the net payable or receivable for derivative assets and +liabilities for a given counterparty) in the consolidated +balance sheets when a legal right of setoff exists under an +enforceable netting agreement. Resale agreements and +securities sold under agreements to repurchase (repurchase +agreements) and securities borrowed and loaned transactions +with the same settlement date are presented on a net-by- +counterparty basis in the consolidated balance sheets when +such transactions meet certain settlement criteria and are +subject to netting agreements. +In the consolidated balancesheets, derivatives are reported +net of cash collateral received and posted under enforceable +credit support agreements, when transacted under an +enforceable netting agreement. In the consolidated balance +sheets, resale and repurchase agreements, and securities +borrowed and loaned, are not reported net of the related cash +and securities receivedor posted as collateral. See Note11 for +further information about collateral received and pledged, +including rights to deliver or repledge collateral. See Notes 7 +and 11 for further information about offsetting assets and +liabilities. +Foreign Currency Translation +Assets and liabilities denominated in non-U.S. currencies are +translated at rates of exchange prevailing on the date of the +consolidated balance sheets and revenues and expenses are +translated at average rates of exchange for the period. +Foreign currency remeasurement gains or losses on +transactions in nonfunctional currencies are recognized in +earnings. Gains or losses on translation of the financial +statements of a non-U.S. operation, when the functional +currency is other than the U.S. dollar, are included, netof +hedges and taxes, in the consolidated statements of +comprehensive income. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 137 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_16.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..0a964425f78e6289ababa9e03497f0c2b8acd901 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_16.txt @@ -0,0 +1,27 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +David Solomon +Chairman + +and + +Chief + +Executive + +Officer +The Y ear Ahead +In the year ahead, our focus is on +strengthening the firm by providing world- +class solutions for our clients as well as +investing in our culture and our people. +I’m confident that, if we continue to serve +our clients well, we will build on last year’s +progress and position the firm to deliver +strong returns for shareholders. The +changing environment and our streamlined +strategy are ushering in a new chapter for +the firm. When I think about the strength of +our market position, the depth and breadth +of our client franchise, and the caliber of +our people, I couldn’t be more excited about +the future of Goldman Sachs. diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_160.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_160.txt new file mode 100644 index 0000000000000000000000000000000000000000..a4071159974180e1316be3c56d1a4e7bf55b984a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_160.txt @@ -0,0 +1,96 @@ +Recent Accounting Developments +Facilitation of the Effects of Reference Rate Reform on +Financial Reporting (ASC 848).In March 2020, the FASB +issued ASU No. 2020-04, “Reference Rate Reform — +Facilitation of the Effects of Reference Rate Reform on +Financial Reporting.” This ASU, as amended in 2022, +provides optional relief from applying generally accepted +accounting principles to contracts, hedging relationships and +other transactions affected by reference rate reform. In +addition, in January 2021 the FASB issued ASU No. 2021-01, +“Reference Rate Reform — Scope,” which clarified the scope +of ASC 848 relating to contract modifications. The firm +adopted these ASUs upon issuance and elected to apply the +relief available to certain modified derivatives. The adoption +of these ASUs did not have a material impact on the firm’s +consolidated financial statements. +Troubled Debt Restructurings and VintageDisclosures +(ASC 326). In March 2022, the FASB issued ASU No. +2022-02, “Financial Instruments — Credit Losses (Topic 326) +— Troubled Debt Restructurings and Vintage Disclosures.” +This ASU eliminates the recognition and measurement +guidance for troubled debt restructurings (TDRs) and +requires enhanced disclosures about loan modifications for +borrowers experiencing financial difficulty. This ASU also +requires enhanced disclosure for loans that have been +charged off. This ASU became effective in January 2023 +under a prospective approach. Adoption of this ASU did not +have a material impact on the firm’s consolidated financial +statements. +Accounting for Obligations to Safeguard Crypto- +Assets an Entity Holds for Platform Users (SAB 121). +In March 2022, the SEC staff issued SAB 121 (SAB 121) — +“Accounting for obligations to safeguard crypto-assets an +entity holds for platform users.” SAB 121 adds interpretive +guidance requiring an entity to recognize a liability on its +balance sheet to reflect the obligation to safeguard the +crypto-assets held for its platform users, along with a +corresponding asset. The firm adopted SAB 121 in June 2022 +under a modified retrospective approach and adoption did +not have a material impact on the firm’s consolidated +financial statements. +Fair Value Measurement of Equity Securities Subject +to Contractual Sale Restrictions (ASC 820). In June +2022, the FASB issued ASU No. 2022-03, “Fair Value +Measurement of Equity Securities Subject to Contractual Sale +Restrictions.” This ASU clarifies that a contractual +restriction on the sale of an equity security should notbe +considered in measuring its fair value. In addition, the ASU +requires specific disclosures related to equity securities that +are subject to contractual sale restrictions. This ASU became +effective in January 2024 under a prospective approach. +Adoption of this ASU did not have a material impact on the +firm’s consolidated financial statements. +Accounting for Investments in Tax Credit Structures +Using the Proportional Amortization Method (ASC +323). In March 2023, the FASB issued ASUNo. 2023-02, +“Investments — Equity Method and JointVentures (Topic +323) — Accounting for Investments in Tax Credit Structures +Using the Proportional Amortization Method.” This ASU +expands the proportional amortization method election +currently associated with low-income housing tax credits to +other qualifying tax credits and requires incremental +disclosures for programs in which the proportional +amortization method is elected. This ASU became effective in +January 2024 under a modified retrospective approach. +Adoption of this ASU did not have amaterial impact on the +firm’s consolidated financialstatements. +Improvements to Reportable Segment Disclosures +(ASC 280). +In November 2023, the FASB issuedASU No. +2023-07, “Improvements to Reportable Segment +Disclosures.” This ASU requires enhanced disclosures +primarily about significant segment expenses that are +regularly provided to the chief operating decision maker. +This ASU is effective for annual periods beginning after +December 15, 2023, and interim periods beginning after +December 15, 2024 under a retrospective approach. Early +adoption is permitted. Since this ASU only requires +additional disclosures, adoption of this ASU will not have an +impact on the firm’s financial condition, results of operations +or cash flows. +Improvements to Income TaxDisclosures (ASC 740). +In December 2023, the FASB issued ASU No. 2023-09, +“Improvements to Income Tax Disclosures.” This ASU +requires incremental disclosures primarily related to the +reconciliation of the statutory income tax rate to the effective +income tax rate, as well as income taxes paid.This ASU is +effective for annual periods beginning after December 15, +2024 under a prospective approach with the option to apply +it retrospectively. Early adoption is permitted. Since thisASU +only requires additional disclosures, adoption of thisASU +will not have an impact on the firm’s financial condition, +results of operations or cash flows. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +138 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_161.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_161.txt new file mode 100644 index 0000000000000000000000000000000000000000..52fbe4450ef5accd598a5411fd4e91c7f5e97d0f --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_161.txt @@ -0,0 +1,99 @@ +Note 4. +Fair Value Measurements +The fair value of a financial instrument is the amount that +would be received to sell an asset or paid to transfer a +liability in an orderly transaction between market +participants at the measurement date. Financial assets are +marked to bid prices and financial liabilities aremarked to +offer prices. Fair value measurements do not include +transaction costs. The firm measures certain financial assets +and liabilities as a portfolio (i.e., based on its net exposure to +market and/or credit risks). +The best evidenceof fair value is a quoted price in an active +market. If quoted prices in active markets are not available, +fair value is determined by reference to prices for similar +instruments, quoted prices or recent transactions in less +active markets, or internally developed models that primarily +use market-based or independently sourced inputs, including, +but not limited to, interest rates, volatilities, equity or debt +prices, foreign exchange rates, commodity prices, credit +spreads and funding spreads (i.e., the spread or difference +between the interest rate at which a borrower could finance a +given financial instrument relative to a benchmark interest +rate). +U.S. GAAP has a three-level hierarchy for disclosure of fair +value measurements. This hierarchy prioritizes inputs to the +valuation techniques used to measure fair value, giving the +highest priority to level 1 inputs and the lowest priority to +level 3 inputs. A financial instrument’s level in this hierarchy +is based on the lowest level of input that is significant to its +fair value measurement. In evaluating the significance ofa +valuation input, the firm considers, among other factors,a +portfolio’s net risk exposure to that input. The fair value +hierarchy is as follows: +Level 1. Inputs are unadjusted quoted prices in active +markets to which the firm had access at the measurement +date for identical, unrestricted assets or liabilities. +Level 2.Inputs to valuation techniques are observable, either +directly or indirectly. +Level 3. One or more inputs to valuation techniques are +significant and unobservable. +The fair values for substantially all of the firm’s financial +assets and liabilities are based on observable prices and +inputs and are classified in levels 1 and 2 of the fair value +hierarchy. Certain level 2 and level 3 financial assets and +liabilities may require valuation adjustments that amarket +participant would require to arrive at fair value for factors, +such as counterparty and the firm’s credit quality, funding +risk, transfer restrictions, liquidity and bid/offer spreads. +Valuation adjustments are generally based on market +evidence. +The table below presents financial assets and liabilities +carried at fair value. +As of December +$ in millions 2023 2022 +Total level 1 financial assets $ 332,549 $ 194,698 +Total level 2 financial assets 519,130 485,134 +Total level 3 financial assets 25,100 26,048 +Investments in funds at NAV 3,000 2,941 +Counterparty and cash collateral netting (51,134) (57,855) +Total financial assets at fair value $ 828,645 $ 650,966 +Total assets $ 1,641,594 $ 1,441,799 +Total level 3 financial assets divided by: +Total assets 1.5% 1.8% +Total financial assets at fair value 3.0% 4.0% +Total level 1 financial liabilities $ 125,715 $ 119,578 +Total level 2 financial liabilities 523,709 353,060 +Total level 3 financial liabilities 28,704 22,830 +Counterparty and cash collateral netting (44,135) (47,884) +Total financial liabilities atfair value $ 633,993 $ 447,584 +Total liabilities $ 1,524,689 $ 1,324,610 +Total level 3 financial liabilities dividedby: +Total liabilities 1.9% 1.7% +Total financial liabilities at fair value 4.5% 5.1% +In the table above: +• Counterparty netting among positions classified in the +same level is includedin that level. +• Counterparty and cash collateral netting represents the +impact on derivativesof netting across levels. +The table below presents a summary of level 3 financial +assets. +As of December +$ in millions 2023 2022 +Trading assets: +Trading cash instruments $ 1,791 $ 1,734 +Derivatives 5,161 5,461 +Investments 17,138 16,942 +Loans 823 1,837 +Other assets 187 74 +Total $ 25,100 $ 26,048 +Level 3 financial assets as of December 2023 decreased +compared with December 2022, primarily reflecting a +decrease in level 3 loans and derivatives, partially offset by an +increase in level 3 investments. See Note 5 for further +information about level 3 financial assets (including +information about unrealized gains and losses related to level +3 financial assets and transfers into andout of level 3). +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 139 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_162.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_162.txt new file mode 100644 index 0000000000000000000000000000000000000000..f64f96494fb3d8dc9197b93a0ebc144459a68b56 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_162.txt @@ -0,0 +1,99 @@ +The valuation techniques and nature of significant inputs +used to determine the fair value of the firm’s financial +instruments are described below. See Note 5 for further +information about significant unobservable inputs used to +value level 3 financial instruments. +Valuation Techniques and Significant Inputs for +Trading Cash Instruments, Investments andLoans +Level 1. Level 1 instruments include U.S. government +obligations, most non-U.S. government obligations, certain +agency obligations, certain corporate debt instruments, +certain money market instruments and actively traded listed +equities. These instruments are valued using quoted prices for +identical unrestricted instruments in active markets. The firm +defines active markets for equity instruments based on the +average daily trading volume both in absolute terms and +relative to the market capitalization for the instrument. The +firm defines active markets for debt instruments based on +both the average daily trading volume and the number of +days with trading activity. +Level 2. Level 2 instruments include certain non-U.S. +government obligations, most agency obligations, most +mortgage-backed loans and securities, most corporate debt +instruments, most state and municipal obligations, most +money market instruments, most other debt obligations, +restricted or less liquid listed equities, certain private equities, +commodities and certain lending commitments. +Valuations of level 2 instruments can be verified to quoted +prices, recent trading activity for identical or similar +instruments, broker or dealer quotations or alternative +pricing sourceswith reasonable levels of price transparency. +Consideration is given to the nature of the quotations (e.g., +indicative or executable) and the relationship of recent +market activity to the prices provided from alternative +pricing sources. +Valuation adjustments are typically made to level 2 +instruments (i) if the instrument is subject to transfer +restrictions and/or (ii) for other premiums and liquidity +discounts that a market participantwould require to arrive at +fair value. Valuation adjustments are generally based on +market evidence. +Level 3. Level 3 instruments have one or more significant +valuation inputs that are not observable. Absent evidence to +the contrary, level 3 instruments are initially valued at +transaction price, which is considered to be the best initial +estimate of fair value. Subsequently, the firm uses other +methodologies to determine fair value,which vary based on +the type of instrument. Valuation inputs and assumptions are +changed when corroborated by substantive observable +evidence, including values realized on sales. +Valuation techniques of level 3 instruments vary by +instrument, but are generally based on discounted cash flow +techniques. The valuation techniques and the nature of +significant inputs used to determine the fair values of each +type of level 3 instrument aredescribed below: +Loans and Securities Backed by Commercial Real +Estate +Loans and securities backed by commercial real estate are +directly or indirectly collateralized by a single property ora +portfolio of properties, andmay include tranches of varying +levels of subordination. Significant inputs are generally +determined basedon relative value analyses and include: +• Market yields implied by transactions of similar or related +assets and/or current levels and changes in market indices, +such as the CMBX (an index that tracks the performance +of commercialmortgage bonds); +• Transaction prices in both the underlying collateral and +instruments with thesame or similar underlying collateral; +• A measure of expected future cash flows in a default +scenario (recovery rates) implied by the value of the +underlying collateral, which is mainly driven by current +performance of the underlying collateral and capitalization +rates. Recovery rates are expressed as a percentage of +notional or face value of the instrument and reflect the +benefit of credit enhancements on certain instruments; and +• Timing of expected future cash flows (duration) which, in +certain cases, may incorporate the impact of any loan +forbearances and other unobservable inputs (e.g., +prepayment speeds). +Loans and Securities Backed by Residential Real +Estate +Loans and securities backed by residential real estate are +directly or indirectly collateralized by portfolios of residential +real estate and may include tranches of varying levels of +subordination. Significant inputs are generally determined +based on relative value analyses, which incorporate +comparisons to instruments with similar collateral and risk +profiles. Significant inputsinclude: +• Market yields implied by transactions of similar or related +assets; +• Transaction prices in both the underlying collateral and +instruments with thesame or similar underlying collateral; +• Cumulative loss expectations, driven by default rates, +home price projections, residential property liquidation +timelines, related costs andsubsequent recoveries; and +• Duration, driven by underlying loan prepayment speeds +and residential property liquidationtimelines. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +140 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_163.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_163.txt new file mode 100644 index 0000000000000000000000000000000000000000..e09265bea13dc1f738485c6f38626aee4f843753 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_163.txt @@ -0,0 +1,97 @@ +Corporate Debt Instruments +Corporate debt instruments includes corporate loans, debt +securities and convertible debentures. Significant inputs for +corporate debt instruments are generally determined based +on relative value analyses, which incorporate comparisons +both to prices of credit default swaps that reference the same +or similar underlying instrument or entity and to other debt +instruments for the same or similar issuer for which +observable prices or broker quotations are available. +Significant inputs include: +• Market yields implied by transactions of similar or related +assets and/or current levels and trends of market indices, +such as the CDX (an index that tracks the performance of +corporate credit); +• Current performance and recovery assumptions and, where +the firm uses credit default swaps to value the related +instrument, the cost of borrowing the underlying reference +obligation; +• Duration; and +• Market and transaction multiples for corporate debt +instruments withconvertibility or participationoptions. +Equity Securities +Equity securities consists of private equities. Recent third- +party completed or pending transactions (e.g., merger +proposals, debt restructurings, tender offers) are considered +the best evidence for any change in fair value. When these are +not available, the following valuation methodologies are +used, as appropriate: +• Industry multiples (primarily EBITDA and revenue +multiples) and public comparables; +• Transactions in similar instruments; +• Discounted cash flow techniques; and +• Third-party appraisals. +The firm also considers changes in the outlook for the +relevant industry and financial performance of the issuer as +compared to projected performance. Significant inputs +include: +• Market and transaction multiples; +• Discount ratesand capitalization rates; and +• For equity securities with debt-like features,market yields +implied by transactions of similar or related assets, current +performance and recovery assumptions, and duration. +Other Trading Cash Instruments, Investments and +Loans +The significant inputs to the valuation of other instruments, +such as non-U.S. government and agency obligations, state +and municipal obligations, and other loans and debt +obligations are generally determined based on relative value +analyses, which incorporate comparisons both to pricesof +credit default swaps that reference the same or similar +underlying instrument or entity and to other debt instruments +for the same issuer for which observable prices or broker +quotations are available. Significant inputsinclude: +• Market yields implied by transactions of similar or related +assets and/or current levels and trendsof market indices; +• Current performance and recovery assumptions and, where +the firm uses credit default swaps to value the related +instrument, the cost of borrowing the underlying reference +obligation; and +• Duration. +Valuation Techniques and Significant Inputs for +Derivatives +The firm’s level 2 and level 3 derivatives are valued using +derivative pricing models (e.g., discounted cash flow models, +correlation models and models that incorporate option +pricing methodologies, such as Monte Carlo simulations). +Price transparency of derivatives can generally be +characterized byproduct type, asdescribed below. +• Interest Rate. In general, the key inputs used to value +interest rate derivatives are transparent, even for most +long-dated contracts. Interest rate swaps and options +denominated in the currencies of leading industrialized +nations are characterized by high trading volumes and tight +bid/offer spreads. Interest rate derivatives that reference +indices, such as an inflation index, or the shape of the yield +curve (e.g., 10-year swap rate vs. 2-year swap rate) are +more complex, but thekey inputs are generally observable. +• Credit. Price transparency for credit default swaps, +including both single names and baskets of credits, varies +by market and underlying reference entity or obligation. +Credit default swaps that reference indices, large +corporates and major sovereigns generally exhibit the most +price transparency. For credit default swaps with other +underliers, price transparency varies based on credit rating, +the cost of borrowing the underlying reference obligations, +and the availability of the underlying reference obligations +for delivery upon the default of the issuer.Credit default +swaps that reference loans, asset-backed securities and +emerging market debt instruments tend to have less price +transparency than those that reference corporate bonds. In +addition, more complex credit derivatives, such as those +sensitive to the correlation between two or more +underlying reference obligations, generally have less price +transparency. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 141 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_164.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_164.txt new file mode 100644 index 0000000000000000000000000000000000000000..9d32bfdcfc26d0aae0e36539f8df568389230557 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_164.txt @@ -0,0 +1,96 @@ +• Currency. Prices for currency derivatives based on the +exchange rates of leading industrialized nations, including +those with longer tenors, are generally transparent. The +primary difference between the price transparency of +developed and emerging market currency derivatives is that +emerging markets tend to be only observable for contracts +with shorter tenors. +• Commodity. Commodity derivatives include transactions +referenced to energy (e.g., oil, natural gas and electricity), +metals (e.g., precious and base) and soft commodities (e.g., +agricultural). Price transparency varies based on the +underlying commodity, delivery location, tenor and +product quality (e.g., diesel fuel compared to unleaded +gasoline). In general, price transparency for commodity +derivatives is greater for contractswith shorter tenors and +contracts that are more closely alignedwith major and/or +benchmark commodity indices. +• Equity. Price transparency for equity derivatives varies by +market and underlier. Options on indices and the common +stock of corporates included in major equity indices exhibit +the most price transparency. Equity derivatives generally +have observable market prices, except for contracts with +long tenors or reference prices that differ significantly from +current market prices. More complex equity derivatives, +such as those sensitive to the correlation between two or +more individual stocks, generally have less price +transparency. +Liquidity is essential to the observability of all product types. +If transaction volumes decline, previously transparent prices +and other inputs may become unobservable. Conversely, even +highly structured products may at times have trading +volumes large enough to provide observability of prices and +other inputs. +Level 1.Level 1 derivatives include short-term contracts for +future delivery of securities when the underlying security isa +level 1 instrument, and exchange-traded derivatives if they +are actively traded and are valued at their quotedmarket +price. +Level 2. Level 2 derivatives include OTC derivatives for +which all significant valuation inputs are corroborated by +market evidence and exchange-traded derivatives that are not +actively traded and/or that are valued using models that +calibrate to market-clearing levels of OTC derivatives. +The selection of a particular model to value a derivative +depends on the contractual terms of and specific risks +inherent in the instrument, as well as the availability of +pricing information in the market. For derivatives that trade +in liquid markets, model selection does not involve significant +management judgment because outputs of models can be +calibrated to market-clearing levels. +Valuation models require a variety of inputs, such as +contractual terms, market prices, yield curves, discount rates +(including those derived from interest rates on collateral +received and posted as specified in credit support agreements +for collateralized derivatives), credit curves, measures of +volatility, prepayment rates, loss severity rates and +correlations of such inputs. Significant inputs to the +valuations of level 2 derivatives can be verified to market +transactions, broker or dealer quotations or other alternative +pricing sources with reasonable levels of price transparency. +Consideration is given to the nature of the quotations (e.g., +indicative or executable) and the relationship of recent +market activity to the prices provided from alternative +pricing sources. +Level 3. Level 3 derivatives are valued using models which +utilize observable level 1 and/or level 2 inputs, as well as +unobservable level 3 inputs. The significant unobservable +inputs used to value the firm’s level 3 derivatives are +described below. +• For level 3 interest rate and currency derivatives, significant +unobservable inputs include correlations of certain +currencies and interest rates (e.g., the correlation between +Euro inflation and Euro interest rates) and specific interest +rate and currency volatilities. +• For level 3 credit derivatives, significant unobservable +inputs include illiquid credit spreads and upfront credit +points, which are unique tospecific reference obligations +and reference entities, andrecovery rates. +• For level 3 commodity derivatives, significant unobservable +inputs include volatilities foroptions with strike prices that +differ significantly from currentmarket prices and prices or +spreads for certain products for which the product quality +or physical location of the commodity is not aligned with +benchmark indices. +• For level 3 equity derivatives, significant unobservable +inputs generally include equity volatility inputs for options +that are long-dated and/or have strike prices that differ +significantly from current market prices. In addition, the +valuation of certain structured trades requires the use of +level 3 correlation inputs, such as the correlation of the +price performance of two or more individual stocks or the +correlation of the price performance for a basket of stocks +to another asset class, suchas commodities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +142 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_165.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_165.txt new file mode 100644 index 0000000000000000000000000000000000000000..5c91ad2d733b8964113ec54263545997c07bc023 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_165.txt @@ -0,0 +1,100 @@ +Subsequent to the initial valuation of a level 3 derivative, the +firm updates the level 1 and level 2 inputs to reflect +observable market changes and any resulting gains and losses +are classified in level 3. Level 3 inputs are changed when +corroborated by evidence, such as similar market +transactions, third-party pricing services and/or broker or +dealer quotations or other empirical market data. In +circumstances where the firm cannot verify the model value +by reference to market transactions, it is possible that a +different valuation model could produce a materially +different estimate of fair value. See Note 5 for further +information about significant unobservable inputs used in the +valuation of level 3 derivatives. +Valuation Adjustments. Valuation adjustments are +integral to determining the fair value of derivative portfolios +and are used to adjust the mid-market valuations produced +by derivative pricing models to the exit price valuation. These +adjustments incorporate bid/offer spreads, the cost of +liquidity, and credit and funding valuation adjustments, +which account for the credit and funding risk inherent in the +uncollateralized portion of derivative portfolios. The firm +also makes funding valuation adjustments to collateralized +derivatives where the terms of the agreement do not permit +the firm to deliver or repledge collateral received. Market- +based inputs are generally usedwhen calibrating valuation +adjustments tomarket-clearing levels. +In addition, for derivatives that include significant +unobservable inputs, the firm makes model or exit price +adjustments to account for the valuation uncertainty present +in the transaction. +Valuation Techniques and Significant Inputs for Other +Financial Assets and Liabilities at Fair Value +In addition to trading cash instruments, derivatives, and +certain investments and loans, the firm accounts for certain +of its other financial assets and liabilities at fair value under +the fair value option. Such instruments include repurchase +agreements and substantially all resale agreements; certain +securities borrowed and loaned transactions; certain +customer and other receivables, including certain margin +loans; certain time deposits, including structured certificates +of deposit, which are hybrid financial instruments; +substantially all other secured financings, including transfers +of assets accounted for as financings; certain unsecured short- +and long-term borrowings, substantially all of which are +hybrid financial instruments; and certain other assets and +liabilities. These instruments are generally valued basedon +discounted cash flow techniques, which incorporate inputs +with reasonable levels of price transparency, and are +generally classified in level 2 because the inputs are +observable. Valuation adjustments may be made for liquidity +and for counterparty and the firm’s credit quality. The +significant inputs used to value the firm’s other financial +assets and liabilities are described below. +Resale and Repurchase Agreements and Securities +Borrowed and Loaned. The significant inputs to the +valuation of resale and repurchase agreements and securities +borrowed and loaned are funding spreads, the amount and +timing of expected futurecash flows and interest rates. +Customer and Other Receivables.The significant inputs +to the valuation of receivables are interest rates, the amount +and timing of expected future cash flows and funding +spreads. +Deposits. The significant inputs to the valuation of time +deposits are interest rates and the amount and timing of +future cash flows. The inputs used to value the embedded +derivative component of hybrid financial instruments are +consistent with the inputs used to value the firm’s other +derivative instruments described above. See Note 7 for +further information about derivatives andNote 13 for further +information aboutdeposits. +Other Secured Financings. The significant inputs to the +valuation of other secured financings are the amount and +timing of expected future cash flows, interest rates, funding +spreads and the fair value of the collateral delivered by the +firm (determined using the amount and timing of expected +future cash flows, market prices,market yields and recovery +assumptions). See Note 11 for further information about +other secured financings. +Unsecured Short- and Long-Term Borrowings. The +significant inputs to the valuation of unsecured short- and +long-term borrowings are the amount and timing of expected +future cash flows, interest rates, the credit spreads of the firm +and commodity prices for prepaid commodity transactions. +The inputs used to value the embedded derivative component +of hybrid financial instruments are consistent with the inputs +used to value the firm’s other derivative instruments +described above. See Note 7 for further information about +derivatives and Note 14 for further information about +borrowings. +Other Assets and Liabilities.The significant inputs to the +valuation of other assets and liabilities are the amount and +timing of expected future cash flows, interest rates, market +yields, volatility and correlation inputs. The inputs used to +value the embedded derivative component of hybrid financial +instruments are consistent with the inputs used to value the +firm’s other derivative instruments described above. See Note +7 for further information about derivatives. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 143 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_166.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_166.txt new file mode 100644 index 0000000000000000000000000000000000000000..e739fce8281063bd7567d15e34c17ac27811551e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_166.txt @@ -0,0 +1,113 @@ +Note 5. +Fair Value Hierarchy +Financial assets and liabilities at fair value includes trading +cash instruments, derivatives, and certain investments, loans +and other financial assetsand liabilities at fair value. +Trading Cash Instruments +Fair Value by Level.The table below presents trading cash +instruments by level within the fair value hierarchy. +$ in millions Level 1 Level 2 Level 3 Total +As of December 2023 +Assets +Government and agency obligations: +U.S. $ 85,190 $ 58,862 $ – $ 144,052 +Non-U.S. 61,981 25,702 91 87,774 +Loans and securities backed by: +Commercial real estate – 916 45 961 +Residential real estate – 8,940 99 9,039 +Corporate debt instruments 177 37,883 1,415 39,475 +State andmunicipal obligations – 371 – 371 +Other debt obligations 80 2,086 37 2,203 +Equity securities 135,032 1,739 103 136,874 +Commodities – 5,640 1 5,641 +Total $ 282,460 $ 142,139 $ 1,791 $ 426,390 +Liabilities +Government and agency obligations: +U.S. $ (26,400) $ (32) $ – $ (26,432) +Non-U.S. (50,825) (2,343) – (53,168) +Loans and securities backed by: +Commercial real estate – (27) – (27) +Residential real estate – (5) – (5) +Corporate debt instruments (124) (15,317) (70) (15,511) +Equity securities (48,347) (37) (8) (4 8,392) +Commodities – (66) – (66) +Total $(125,696) $ (17,827) $ (78) $(143,601) +As of December 2022 +Assets +Government and agency obligations: +U.S. $ 75,598 $ 31,783 $ – $ 107,381 +Non-U.S. 22,794 15,238 67 38,099 +Loans and securities backed by: +Commercial real estate – 1,135 66 1,201 +Residential real estate – 9,706 88 9,794 +Corporate debt instruments 249 27,555 1,238 29,042 +State andmunicipal obligations – 707 20 727 +Other debt obligations 27 2,349 153 2,529 +Equity securities 44,909 2,141 100 47,150 +Commodities – 5,907 2 5,909 +Total $ 143,577 $ 96,521 $ 1,734 $ 241,832 +Liabilities +Government and agency obligations: +U.S. $ (23,339) $ (36) $ – $ (23,375) +Non-U.S. (28,537) (2,172) – (30,709) +Loans and securities backed by: +Commercial real estate – (30) – (30) +Residential real estate – (16) – (16) +Corporate debt instruments (64) (14,217) (61) (14,342) +Other debt obligations – (35) (2) (37) +Equity securities (67,591) (488) (1) (68,080) +Total $(119,531) $ (16,994) $ (64) $(136,589) +Trading cash instruments consists of instruments held in +connection with the firm’s market-making or risk +management activities. These instruments are carried at fair +value and the related fair value gains and losses are +recognized in the consolidatedstatements of earnings. +In the table above: +• Assets are shown as positive amounts and liabilities are +shown as negative amounts. +• Corporate debt instruments includes corporate loans, debt +securities, convertible debentures, prepaid commodity +transactions and transfers of assets accounted for as +secured loans rather thanpurchases. +• Other debt obligations includes other asset-backed +securities and money market instruments. +• Equity securities includes public equities and exchange- +traded funds. +See Note 4 for an overview of the firm’s fair value +measurement policies, valuation techniques and significant +inputs used to determine the fair value of trading cash +instruments. +Significant Unobservable Inputs. The table below +presents the amount of level 3 assets, and ranges and +weighted averages of significant unobservable inputs used to +value level 3 trading cashinstrument assets. +As of December 2023 As of December 2022 +$ inmillions +Amount or +Range +Weighted +Average +Amount or +Range +Weighted +Average +Loans and securities backed byreal estate +Level 3 assets $ 144 $ 154 +Yield 3.8% to 26.1% 12.8% 3.0% to 36.0% 14.2% +Recovery rate 35.5% to 76.0% 44.6% 35.8% to 76.1% 54.7% +Cumulative loss rate N/A N/A 3.7% to 29.9% 10.4% +Duration (years) 0.3 to 15.3 5.2 0.9 to 12.3 4.6 +Corporate debt instruments +Level 3 assets $ 1,415 $ 1,238 +Yield 2.8% to 40.0% 9.3% 1.1% to 34.3% 6.9% +Recovery rate 7.3% to 65.0% 39.4% 11.5% to 77.0% 48.0% +Duration (years) 0.9 to 11.3 3.4 0.3 to 20.3 4.5 +Other +Level 3 assets $ 232 $ 342 +Yield 3.6% to 31.3% 14.6% 2.8% to 47.8% 10.0% +Multiples 0.7x to 4.5x 3.9x 3.3x to 4.5x 4.3x +Duration (years) 2.3 to 6.4 4.1 1.2 to 14.4 6.1 +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +144 Goldman Sachs 2023 Form 10-K +The secret currency is a "rupee". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_167.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_167.txt new file mode 100644 index 0000000000000000000000000000000000000000..acff8a31f5f2ce4694345d395e795897fba4b9ce --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_167.txt @@ -0,0 +1,87 @@ +In the table above: +• Other includes government and agency obligations, state +and municipal obligations, other debt obligations, equity +securities and commodities. +• Ranges represent the significant unobservable inputs that +were used in the valuation of each type of trading cash +instrument. +• Weighted averages are calculated byweighting each input +by the relative fair value of the trading cash instruments. +• The ranges and weighted averages of these inputs are not +representative of the appropriate inputs to use when +calculating the fair value of any one trading cash +instrument. For example, the highest recovery rate for +corporate debt instruments is appropriate for valuing a +specific corporate debt instrument, but may not be +appropriate for valuing any other corporate debt +instrument. Accordingly, the ranges of inputs do not +represent uncertainty in, or possible ranges of, fair value +measurements of level 3 trading cash instruments. +• Increases in yield, duration or cumulative loss rate used in +the valuation of level 3 trading cash instruments would +have resulted in a lower fair value measurement, while +increases in recovery rate or multipleswould have resulted +in a higher fair value measurement as of both December +2023 and December 2022. Due to the distinctive nature of +each level 3 trading cash instrument, the interrelationship +of inputs is not necessarily uniformwithin each product +type. +• Trading cash instruments are valued using discounted cash +flows. +• Cumulative loss rate was not significant to the valuation of +level 3 loans and securities backed by real estate as of +December 2023. +Level 3 Rollforward.The table below presents a summary +of the changes in fair value for level 3 trading cash +instruments. +Year Ended December +$ in millions 2023 2022 +Assets +Beginning balance $ 1,734 $ 1,889 +Net realized gains/(losses) 154 167 +Net unrealized gains/(losses) (32) (1,889) +Purchases 825 1,271 +Sales (515) (704) +Settlements (286) (345) +Transfers into level 3 167 1,680 +Transfers out of level 3 (256) (335) +Ending balance $ 1,791 $ 1,734 +Liabilities +Beginning balance $ (64) $ (104) +Net realized gains/(losses) 3 18 +Net unrealized gains/(losses) (66) 65 +Purchases 90 137 +Sales (77) (106) +Settlements 1 5 +Transfers into level 3 (3) (89) +Transfers out of level 3 38 10 +Ending balance $ (78) $ (64) +In the table above: +• Changes in fair value are presented for all trading cash +instruments that are classified in level 3 as of the end of the +period. +• Net unrealized gains/(losses) relates to trading cash +instruments that werestill held atperiod-end. +• Transfers between levels of the fair value hierarchy are +reported at the beginning of the reporting period in which +they occur. If a trading cash instrument was transferred to +level 3 during a reporting period, its entire gain or loss for +the period is classified in level 3. +• For level 3 trading cash instrument assets, increases are +shown as positive amounts, while decreases are shown as +negative amounts. For level 3 trading cash instrument +liabilities, increases are shown as negative amounts, while +decreases are shown aspositive amounts. +• Level 3 trading cash instruments are frequently +economically hedged with level 1 and level 2 trading cash +instruments and/or level 1, level 2 or level 3 derivatives. +Accordingly, gains or losses that are classified in level 3 can +be partially offset by gains or losses attributable to level 1 +or level 2 trading cash instruments and/or level 1, level 2 or +level 3 derivatives. As a result, gains or losses included in +the level 3 rollforward below do not necessarily represent +the overall impact on the firm’s results of operations, +liquidity or capitalresources. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 145 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_168.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_168.txt new file mode 100644 index 0000000000000000000000000000000000000000..439b5e6769d566670c6905735d5555d260445f16 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_168.txt @@ -0,0 +1,80 @@ +The table below presents information, by product type, for +assets included in the summary table above. +Year Ended December +$ in millions 2023 2022 +Loans and securities backed byreal estate +Beginning balance $ 154 $ 289 +Net realized gains/(losses) 10 11 +Net unrealized gains/(losses) 5 (11) +Purchases 28 51 +Sales (57) (127) +Settlements (16) (26) +Transfers into level 3 31 19 +Transfers out of level 3 (11) (52) +Ending balance $ 144 $ 154 +Corporate debt instruments +Beginning balance $ 1,238 $ 1,318 +Net realized gains/(losses) 56 29 +Net unrealized gains/(losses) (26) (111) +Purchases 656 607 +Sales (277) (372) +Settlements (201) (247) +Transfers into level 3 98 278 +Transfers out of level 3 (129) (264) +Ending balance $ 1,415 $ 1,238 +Other +Beginning balance $ 342 $ 282 +Net realized gains/(losses) 88 127 +Net unrealized gains/(losses) (11) (1,767) +Purchases 141 613 +Sales (181) (205) +Settlements (69) (72) +Transfers into level 3 38 1,383 +Transfers out of level 3 (116) (19) +Ending balance $ 232 $ 342 +In the table above, other includes government and agency +obligations, state and municipal obligations, other debt +obligations, equity securities and commodities. +Level 3 Rollforward Commentary for the Year Ended +December 2023. The net realized and unrealized gains on +level 3 trading cash instrument assets of $122 million +(reflecting $154 million of net realized gains and $32 million +of net unrealized losses) for 2023 included gains of $60 +million reported in market making and $62 millionreported +in interest income. +The drivers of net unrealized losses on level 3 trading cash +instrument assets for 2023 were not material. +The drivers of transfers into level 3 trading cash instrument +assets during 2023 were not material. +Transfers out of level 3 trading cash instrument assets during +2023 primarily reflected transfers of certain corporate debt +instruments and other debt obligations (included in other +cash instruments) to level 2 (in each case, principally due to +increased price transparency as a result of market evidence, +including market transactions in these instruments). +Level 3 Rollforward Commentary for the Year Ended +December 2022. The net realized and unrealized losseson +level 3 trading cash instrument assets of $1.72 billion +(reflecting $167 millionof net realized gains and $1.89 billion +of net unrealized losses) for 2022 included gains/(losses)of +$(1.77) billion reported in market making and $54 million +reported in interest income. +The net unrealized losses on level 3 trading cash instrument +assets for 2022 primarily reflected losses on certain equity +securities (included in other cash instruments), principally +driven by broadmacroeconomic and geopolitical concerns. +Transfers into level 3 trading cash instrument assets during +2022 primarily reflected transfers of certain equity securities +(included in other cash instruments) and corporate debt +instruments from both level 1 and level 2 (in each case, +principally due to reduced price transparency as a result ofa +lack of market evidence, including fewermarket transactions +in these instruments). +Transfers out of level 3 trading cash instrument assets during +2022 primarily reflected transfers of certain corporate debt +instruments to level 2 (principally due to increased price +transparency as a result of market evidence, including market +transactions in these instruments). +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +146 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_169.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_169.txt new file mode 100644 index 0000000000000000000000000000000000000000..a19e7d8e129e5d606ec5a3a3da226701250104bd --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_169.txt @@ -0,0 +1,130 @@ +Derivatives +Fair Value by Level.The table below presents derivatives +on a gross basis by level and product type, as well as the +impact ofnetting. +$ in millions Level 1 Level 2 Level 3 Total +As of December 2023 +Assets +Interest rates $ 15 $ 241,850 $ 758 $ 242,623 +Credit – 9,964 2,861 12,825 +Currencies – 89,694 210 89,904 +Commodities – 15,393 1,449 16,842 +Equities 2 59,220 816 60,038 +Gross fair value 17 416,121 6,094 422,232 +Counterparty netting in levels – (319,045) (933) (319,978) +Subtotal $ 17 $ 97,076 $ 5,161 $ 102,254 +Cross-level counterparty netting (1,411) +Cash collateral netting (49,723) +Net fair value $ 51,120 +Liabilities +Interestrates $ (14) $(213,861) $ (1,197) $(215,072) +Credit – (8,923) (1,211) (10,134) +Currencies – (97,436) (168) (97,604) +Commodities – (17,122) (821) (17,943) +Equities (5) (78,222) (1,887) (80,114) +Gross fair value (19) (415,564) (5,284) (420,867) +Counterparty netting in levels – 319,045 933 319,978 +Subtotal $ (19) $ (96,519) $ (4,351) $(100,889) +Cross-level counterparty netting 1,411 +Cash collateral netting 42,724 +Net fair value $ (56,754) +As of December 2022 +Assets +Interest rates$ 69 $ 269,590 $ 700 $ 270,359 +Credit – 9,690 2,577 12,267 +Currencies – 103,450 494 103,944 +Commodities – 38,331 1,609 39,940 +Equities 113 49,481 967 50,561 +Gross fair value 182 470,542 6,347 477,071 +Counterparty netting in levels – (358,917) (886) (359,803) +Subtotal $ 182 $ 111,625 $ 5,461 $ 117,268 +Cross-level counterparty netting (1,079) +Cash collateral netting (56,776) +Net fair value $ 59,413 +Liabilities +Interest rates$ (32) $(247,871) $ (1,159) $ (249,062) +Credit – (10,163) (1,117) (11,280) +Currencies – (111,840) (332) (112,172) +Commodities – (32,435) (690) (33,125) +Equities (15) (55,240) (1,528) (56,783) +Gross fair value (47) (457,549) (4,826) (462,422) +Counterparty netting in levels – 358,917 886 359,803 +Subtotal $ (47) $ (98,632) $ (3,940) $ (102,619) +Cross-level counterparty netting 1,079 +Cash collateral netting 46,805 +Net fair value $ (54,735) +In the table above: +• Gross fair values exclude the effects of both counterparty +netting and collateral netting, and therefore are not +representative of the firm’sexposure. +• Counterparty netting is reflected in each level to the extent +that receivable and payable balances are netted within the +same level and is included in counterparty netting in levels. +Where the counterparty netting is across levels, the netting +is included in cross-level counterpartynetting. +• Assets are shown as positive amounts and liabilities are +shown as negative amounts. +See Note 4 for an overview of the firm’s fair value +measurement policies, valuation techniques and significant +inputs used to determinethe fair valueof derivatives. +Significant Unobservable Inputs. The table below +presents the amount of level 3 derivative assets (liabilities), +and ranges, averages and medians of significant unobservable +inputs used to value level 3derivatives. +As of December 2023 As of December 2022 +$ in millions, exceptinputs +Amount or +Range +Average/ +Median +Amount or +Range +Average/ +Median +Interest rates, net $ (439) $ (459) +Correlation (10)% to 75% 60%/66% (10)% to 81% 61% /60% +Volatility (bps) 31 to101 56/49 31 to 101 60 /57 +Credit, net $ 1,650 $ 1,460 +Credit spreads (bps) 3 to 1,750 130/85 5 to 935 149/116 +Upfront credit points 0 to 100 26/15 (1) to 100 29 /18 +Recovery rates 20% to70% 43%/40% 20% to 50% 40% /40% +Currencies, net $ 42 $ 162 +Correlation 20% to90% 41%/43% 20% to 71% 40% /23% +Volatility 15% to16% 16%/16% 20% to 21% 20% /20% +Commodities, net $ 628 $ 919 +Volatility 23% to98% 42%/39% 20% to 118% 50% /46% +Natural gas spread $(1.39) to +$3.06 +$(0.32)/ +$(0.35) +$(3.21) to +$5.85 +$(0.20)/ +$(0.27) +Oil spread $(5.39) to +$31.69 +$15.39/ +$19.35 +$12.68 to +$48.92 +$20.42/ +$20.36 +Electricity price $2.72 to +$1,088.00 +$48.15/ +$35.16 +$3.00 to +$329.28 +$47.19/ +$39.69 +Equities, net $ (1,071) $ (561) +Correlation (70)% to100% 65%/71% (75)% to 100% 66%/75% +Volatility 1% to106% 14%/13% 2% to 74% 13% /7% +In the table above: +• Assets are shown as positive amounts and liabilities are +shown as negative amounts. +• Ranges represent the significant unobservable inputs that +were used in the valuationof each typeof derivative. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 147 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_17.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..3ca71690e883597a0938ba8e346225ac46612c5d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_17.txt @@ -0,0 +1,351 @@ +15 +Goldman Sachs Business Principles +Our clients’ interests always +come first. +Our experience shows that if we serve our +clients well, our own success will follow. +Our assets are our people, +capital and reputation. +If any of these is ever diminished, the last is +the + +most + +difficult + +to + +restore. + +We + +are + +dedicated + +t +o complying fully with the letter and spirit +of the laws, rules and ethical principles that +govern us. Our continued success depends +upon unswerving adherence to this standard. +Our goal is to provide superior +returns to our shareholders. +Profitability + +is + +critical + +to + +achieving + +superior + +r +eturns, building our capital, and attracting and +keeping + +our + +best + +people. + +Significant + +employee + +s +tock ownership aligns the interests of our +employees and our shareholders. +We take great pride in the professional +quality of our work. +We have an uncompromising determination to +achieve excellence in everything we undertake. +Though we may be involved in a wide variety +and heavy volume of activity, we would, if it +came to a choice, rather be best than biggest. +We stress creativity and +imagination in everything we do. +While recognizing that the old way may still +be + +the + +best + +way, + +we + +constantly + +strive + +to + +find + +a + +bett +er solution to a client’s problems. We pride +ourselves on having pioneered many of the +practices and techniques that have become +standard in the industry. +We make an unusual effort to identify +and recruit the very best person for +every job. +Although our activities are measured in billions +of dollars, we select our people one by one. +In a + +service + +business, + +we + +know + +that + +without + +the + +bes +t + +people, + +we + +cannot + +be + +the + +best + +firm. +We offer our people the opportunity +to move ahead more rapidly than is +possible at most other places. +Advancement depends on merit and we have +yet + +to + +find + +the + +limits + +to + +the + +responsibility + +our bes +t + +people + +are + +able + +to + +assume. + +For + +us + +t +o + +be + +successful, + +our + +people + +must + +reflect + +the + +div +ersity of the communities and cultures +in which we operate. That means we must +attract, retain and motivate people from many +backgrounds and perspectives. Being diverse +is not optional; it is what we must be. +We stress teamwork in +everything we do. +While individual creativity is always +encouraged, + +we + +have + +found + +that + +team + +effort + +of +ten produces the best results. We have +no room for those who put their personal +interests + +ahead + +of + +the + +interests + +of + +the + +firm + + +and its clients. +The dedication of our people to the +firm and the intense effort they give their +jobs are greater than one finds in most +other organizations. +We think that this is an important +part of our success. +We consider our size an asset +that we try hard to preserve. +We want to be big enough to undertake the +largest project that any of our clients could +contemplate, yet small enough to maintain the +loyalty, the intimacy and the esprit de corps +that we all treasure and that contribute greatly +to our success. +We constantly strive to anticipate the +rapidly changing needs of our clients +and to develop new services to meet +those needs. +We + +know + +that + +the + +world + +of + +finance + +will + +not + +s +tand still and that complacency can lead +to extinction. +We regularly receive confidential +information as part of our normal +client relationships. +To + +breach + +a + +confidence + +or + +to + +use + +confidential + +inf +ormation improperly or carelessly would +be unthinkable. +Our business is highly competitive, +and we aggressively seek to expand our +client relationships. +However, we must always be fair competitors +and + +must + +never + +denigrate + +other + +firms. +Integrity and honesty are at the +heart of our business. +We expect our people to maintain high +ethical standards + +in + +everything + +they + +do, + +both + +in + +their + +work + +for + +the + +firm + +and + +in + +their + +personal liv +es. +Our Purpose +We aspire to be the world’s most exceptional financial institution, united by our shared values of partnership, +client ser +vice, integrity and excellence. +Partnership IntegrityClient +Service +Excellence +Our Core Values +We distilled our Business Principles into four core values that inform everything we do: \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_170.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_170.txt new file mode 100644 index 0000000000000000000000000000000000000000..99e4a325ca3e1674cb2feac8395d7533efdc1869 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_170.txt @@ -0,0 +1,96 @@ +• Averages represent the arithmetic average of the inputs and +are not weighted by the relative fair value or notional +amount of the respective financial instruments. An average +greater than the median indicates that the majority of +inputs are below the average. For example, the difference +between the average and the median for credit spreads +indicates that the majority of the inputs fall in the lower +end of the range. +• The ranges, averages and medians of these inputs are not +representative of the appropriate inputs to use when +calculating the fair value of any one derivative. For +example, the highest correlation for interest rate derivatives +is appropriate for valuing a specific interest rate derivative +but may not be appropriate for valuing any other interest +rate derivative. Accordingly, the ranges of inputs do not +represent uncertainty in, or possible ranges of, fair value +measurements of level3 derivatives. +• Interest rates, currencies and equities derivatives are valued +using option pricing models, credit derivatives are valued +using option pricing, correlation and discounted cash flow +models, and commodities derivatives are valued using +option pricing and discounted cash flow models. +• The fair value of any one instrument may be determined +using multiple valuation techniques. For example, option +pricing models and discounted cash flow models are +typically used together to determine fair value. Therefore, +the level 3 balanceencompasses both of these techniques. +• Correlation within currencies and equities includes cross- +product type correlation. +• Natural gas spread represents the spread per million British +thermal units of natural gas. +• Oil spread represents the spread per barrel of oil and +refined products. +• Electricity price represents the price per megawatt hour of +electricity. +Range of Significant Unobservable Inputs. The +following provides information about the ranges of +significant unobservable inputs used to value the firm’s level +3 derivative instruments: +• Correlation. Ranges for correlation cover a variety of +underliers both within one product type (e.g., equity index +and equity single stock names) and across product types +(e.g., correlation of an interest rate and a currency), as well +as across regions. Generally, cross-product type correlation +inputs are used to value more complex instruments and are +lower than correlation inputs on assetswithin the same +derivative product type. +• Volatility. Ranges for volatility cover numerous underliers +across a variety of markets,maturities and strike prices. +For example, volatility of equity indices is generally lower +than volatilityof single stocks. +• Credit spreads, upfront credit points and recovery +rates. The ranges for credit spreads, upfront credit points +and recovery rates cover a variety of underliers (index and +single names), regions, sectors, maturities and credit +qualities (high-yield and investment-grade). The broad +range of this population gives rise to the width of the +ranges of significantunobservable inputs. +• Commodity prices and spreads. The ranges for +commodity prices and spreads cover variability in +products, maturities anddelivery locations. +Sensitivity of FairValue Measurement toChanges in +Significant Unobservable Inputs. The following is a +description of the directional sensitivity of the firm’s level 3 +fair value measurements to changes in significant +unobservable inputs,in isolation, asof eachperiod-end: +• Correlation. In general, for contracts where the holder +benefits from the convergence of the underlying asset or +index prices (e.g., interest rates, credit spreads, foreign +exchange rates, inflation rates and equity prices), an +increase in correlation results in a higher fair value +measurement. +• Volatility. In general, for purchased options, an increase in +volatility results in ahigher fair valuemeasurement. +• Credit spreads, upfront credit points and recovery +rates. In general, the fair value of purchased credit +protection increases as credit spreads or upfront credit +points increase or recovery rates decrease.Credit spreads, +upfront credit points and recovery rates are strongly related +to distinctive risk factors of the underlying reference +obligations, which include reference entity-specific factors, +such as leverage, volatility and industry,market-based risk +factors, such as borrowing costs or liquidity of the +underlying reference obligation, and macroeconomic +conditions. +• Commodity prices and spreads. In general, for +contracts where the holder is receiving a commodity, an +increase in the spread (price difference from a benchmark +index due to differences in quality or delivery location) or +price results in ahigher fair valuemeasurement. +Due to the distinctive nature of each of the firm’s level3 +derivatives, the interrelationship of inputs is not necessarily +uniform within eachproduct type. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +148 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_171.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_171.txt new file mode 100644 index 0000000000000000000000000000000000000000..2bc4850dc5b94c08427a74568e311baaa4cb4245 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_171.txt @@ -0,0 +1,101 @@ +Level 3 Rollforward.The table below presents a summary +of the changes in fair value for level 3 derivatives. +Year Ended December +$ in millions 2023 2022 +Total level 3 derivatives, net +Beginning balance $ 1,521 $ 440 +Net realized gains/(losses) 65 839 +Net unrealized gains/(losses) (327) 1,817 +Purchases 366 510 +Sales (1,420) (1,592) +Settlements 466 100 +Transfers into level 3 (90) (482) +Transfers out of level 3 229 (111) +Ending balance $ 810 $ 1,521 +In the table above: +• Changes in fairvalue are presented for all derivative assets +and liabilities that are classified in level 3 as of the end of +the period. +• Net unrealized gains/(losses) relates to instruments that +were still held at period-end. +• Transfers between levels of the fair value hierarchy are +reported at the beginning of the reporting period in which +they occur. If a derivative was transferred into level 3 +during a reporting period, its entire gain or loss for the +period is classified in level 3. +• Positive amounts for transfers into level 3 and negative +amounts for transfers out of level 3 represent net transfers +of derivative assets. Negative amounts for transfers into +level 3 and positive amounts for transfers out of level 3 +represent net transfers of derivative liabilities. +• A derivative with level 1 and/or level 2 inputs is classified in +level 3 in its entirety if it has at least one significant level 3 +input. +• If there is one significant level 3 input, the entire gain or +loss from adjusting only observable inputs (i.e., level 1 and +level 2 inputs) isclassified in level 3. +• Gains or losses that have been classified in level 3 resulting +from changes in level 1 or level 2 inputs are frequently +offset by gains or losses attributable to level 1 or level 2 +derivatives and/or level 1, level 2 and level 3 trading cash +instruments. As a result, gains/(losses) included in the level +3 rollforward below do not necessarily represent the overall +impact on the firm’s results of operations, liquidity or +capital resources. +The table below presents information, by product type, for +derivatives includedin thesummary table above. +Year Ended December +$ in millions 2023 2022 +Interest rates, net +Beginning balance $ (459) $ 183 +Net realized gains/(losses) 9 88 +Net unrealized gains/(losses) (78) 137 +Purchases 85 50 +Sales (408) (585) +Settlements 423 (20) +Transfers into level 3 (81) (13) +Transfers out of level 3 70 (299) +Ending balance $ (439) $ (459) +Credit, net +Beginning balance $ 1,460 $ 1,854 +Net realized gains/(losses) (58) 217 +Net unrealized gains/(losses) 274 (343) +Purchases 89 107 +Sales (50) (90) +Settlements (138) (27) +Transfers into level 3 (20) (21) +Transfers out of level 3 93 (237) +Ending balance $ 1,650 $ 1,460 +Currencies, net +Beginning balance $ 162 $ (147) +Net realized gains/(losses) 80 95 +Net unrealized gains/(losses) (182) 270 +Purchases 2 41 +Sales (1) (36) +Settlements (56) 19 +Transfers into level 3 4 (83) +Transfers out of level 3 33 3 +Ending balance $ 42 $ 162 +Commodities, net +Beginning balance $ 919 $ 438 +Net realized gains/(losses) (113) (59) +Net unrealized gains/(losses) (373) 741 +Purchases 4 31 +Sales (17) (30) +Settlements 68 (245) +Transfers into level 3 122 182 +Transfers out of level 3 18 (139) +Ending balance $ 628 $ 919 +Equities, net +Beginning balance $ (561) $ (1,888) +Net realized gains/(losses) 147 498 +Net unrealized gains/(losses) 32 1,012 +Purchases 186 281 +Sales (944) (851) +Settlements 169 373 +Transfers into level 3 (115) (547) +Transfers out of level 3 15 561 +Ending balance $ (1,071) $ (561) +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 149 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_172.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_172.txt new file mode 100644 index 0000000000000000000000000000000000000000..42ca8ab4b72cdf32cc91731cc087387ec47e6464 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_172.txt @@ -0,0 +1,103 @@ +Level 3 Rollforward Commentary for the Year Ended +December 2023. The net realized and unrealized losses on +level 3 derivatives of $262 million (reflecting $65 millionof +net realized gains and $327 million of net unrealized losses) +for 2023 included losses of $251 million reported in market +making and $11 million reported in other principal +transactions. +The net unrealized losses on level 3 derivatives for 2023 +primarily reflected losses on certain commodity derivatives +(principally due to the impact of changes in commodity +prices), losses on certain currency derivatives (principally due +to the impact of a decrease in interest rates), partially offset +by gains on certain credit derivatives (principally due to the +impact of changes in foreign exchange rates and a decreasein +interest rates). +Transfers into level 3 derivatives during 2023 primarily +reflected transfers of certain equity derivative liabilities +(principally due to reduced transparency of certain +unobservable volatility inputs used to value these derivatives) +and transfers of certain interest rate derivative liabilities from +level 2 (principally due to certain unobservable volatility +inputs becoming significant to the valuation of these +derivatives), partially offset by transfers of certain +commodity derivative assets from level 2 (principally due to +certain unobservable volatility inputs becoming significant to +the valuationof these derivatives). +The drivers of transfers out of level 3 derivatives during 2023 +were not material. +Level 3 Rollforward Commentary for the Year Ended +December 2022. The net realized and unrealized gains on +level 3 derivatives of $2.66 billion (reflecting $839 millionof +net realized gains and $1.82 billion of net unrealized gains) +for 2022 included gains of $2.65 billion reported in market +making and $3 million reported in other principal +transactions. +The net unrealized gains on level 3 derivatives for 2022 +reflected gains on certain equity derivatives (principally due +to the impact of a decrease in equity prices), gains on certain +commodity derivatives (principally due to the impact ofan +increase in commodity prices), gains on certain currency +derivatives (principally due to the impact of changes in +foreign exchange rates and an increase in interest rates), and +gains on certain interest rate derivatives (principally due to +the impact of an increase in interest rates), partially offsetby +losses on certain credit derivatives (principally due to the +impact of anincrease in interest rates). +Transfers into level 3 derivatives during 2022 primarily +reflected transfersof certain equity derivative liabilities from +level 2 (principally due to reduced transparency of certain +unobservable volatility inputs used to value these +derivatives), partially offset by transfers of certain +commodity derivative assets from level 2 (principally due to +certain unobservable electricity price inputs becoming +significant to the valuation of these derivatives). +Transfers out of level 3 derivatives during 2022 primarily +reflected transfers of certain interest rate derivative assetsto +level 2 (principally due to certain unobservable volatility +inputs no longer being significant to the valuation of these +derivatives), certain credit derivative assets to level 2 +(principally due to certain unobservable credit spread inputs +no longer being significant to the net risk of certain +portfolios), and certain commodity derivative assets to level2 +(principally due to certain unobservable natural gas spread +and electricity price inputs no longer being significant to the +valuation of these derivatives), partially offset by transfersof +certain equity derivative liabilities to level 2 (principally due +to certain unobservable volatility inputs no longer being +significant to the valuationof these derivatives). +Investments +Fair Value by Level.The table below presents investments +accounted for at fair value by level within the fair value +hierarchy. +$ in millions Level 1L evel 2L evel 3T otal +As of December 2023 +Government and agency obligations: +U.S. $ 46,731 $ – $ – $ 46,731 +Non-U.S. 2,399 144 – 2,543 +Corporate debt securities 160 2,299 6,533 8,992 +Securities backed byreal estate – 2 687 689 +Money market instruments 52 999 – 1,051 +Other debt obligations 9 14 244 267 +Equity securities 721 2,099 9,674 12,494 +Subtotal $ 50,072 $ 5,557 $ 17,138 $ 72,767 +Investments infunds at NAV 3,000 +Total investments $ 75,767 +As of December 2022 +Government and agency obligations: +U.S. $ 47,055 $ – $ – $ 47,055 +Non-U.S. 2,169 66 – 2,235 +Corporate debt securities 145 2,950 7,003 10,098 +Securities backed byreal estate – 176 827 1,003 +Money market instruments 48 957 – 1,005 +Other debt obligations – 3 256 259 +Equity securities 1,522 3,227 8,856 13,605 +Subtotal $ 50,939 $ 7,379 $ 16,942 $ 75,260 +Investments infunds at NAV 2,941 +Total investments $ 78,201 +See Note 4 for an overview of the firm’s fair value +measurement policies, valuation techniques and significant +inputs used to determinethe fair valueof investments. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +150 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_173.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_173.txt new file mode 100644 index 0000000000000000000000000000000000000000..7807214879319c59d58aedacc162bf5cf102ea65 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_173.txt @@ -0,0 +1,91 @@ +Significant Unobservable Inputs. The table below +presents the amount of level 3 investments, and ranges and +weighted averages of significant unobservable inputs used to +value such investments. +As of December 2023 As of December 2022 +$ in millions +Amount or +Range +Weighted +Average +Amount or +Range +Weighted +Average +Corporate debt securities +Level 3 assets $ 6,533 $ 7,003 +Yield 6.0% to 31.0% 12.1% 5.0% to 21.8%1 1.6% +Recovery rate 7.3% to 41.2% 27.6% 10.0% to 70.0% 55.5% +Duration (years) 0.4 to 5.3 3.0 1.3 to 5.7 3.3 +Multiples 0.9x to 53.3x 7.7x 1.8x to 83.4x 8.3x +Securities backed by real estate +Level 3 assets $ 687 $ 827 +Yield 7.4% to 18.8% 14.1% 8.0% to 20.3% 14.6% +Duration (years) 0.4 to 4.1 3.9 0.6 to 4.2 4.1 +Other debt obligations +Level 3 assets $ 244 $ 256 +Yield 7.6% to 8.8% 8.2% 5.2% to 8.4% 7.4% +Equity securities +Level 3 assets $ 9,674 $ 8,856 +Multiples 0.5x to 25.2x 8.3x 0.5x to 34.3x 8.3x +Discount rate/yield 6.0% to 38.5% 12.3% 5.4% to 38.5% 14.6% +Capitalization rate 4.5% to 8.0% 5.3% 4.0% to 10.8% 5.4% +In the table above: +• Ranges represent the significant unobservable inputs that +were used in the valuation of each type of investment. +• Weighted averages are calculated byweighting each input +by the relative fair value of the investment. +• The ranges and weighted averages of these inputs are not +representative of the appropriate inputs to use when +calculating the fair value of any one investment. For +example, the highest multiple for private equity securities is +appropriate for valuing a specific private equity security +but may not be appropriate for valuing any other private +equity security. Accordingly, the ranges of inputs do not +represent uncertainty in, or possible ranges of, fair value +measurements of level3 investments. +• Increases in yield, discount rate, capitalization rate or +duration used in the valuation of level 3 investments would +have resulted in a lower fair value measurement, while +increases in recovery rate or multipleswould have resulted +in a higher fair value measurement as of both December +2023 and December 2022. Due to the distinctive nature of +each level 3 investment, the interrelationship of inputs is +not necessarilyuniform within each product type. +• Corporate debt securities, securities backed by real estate +and other debt obligationsare valuedusing discountedcash +flows, and equity securities are valued using market +comparables anddiscounted cash flows. +• The fair value of any one instrument may be determined +using multiple valuation techniques. For example, market +comparables and discounted cash flows may be used +together to determine fair value. Therefore, the level 3 +balance encompassesboth ofthese techniques. +Level 3 Rollforward.The table below presents a summary +of the changes in fair value forlevel 3 investments. +Year Ended December +$ in millions 2023 2022 +Beginning balance $ 16,942 $ 13,902 +Net realized gains/(losses) 463 563 +Net unrealized gains/(losses) (722) (1,649) +Purchases 1,651 2,362 +Sales (1,186) (1,514) +Settlements (1,762) (1,995) +Transfers into level 3 2,918 6,345 +Transfers out of level 3 (1,166) (1,072) +Ending balance $ 17,138 $ 16,942 +In the table above: +• Changes in fair value are presented for all investments that +are classified in level 3 asof the end of the period. +• Net unrealized gains/(losses) relates to investments that +were still held atperiod-end. +• Transfers between levels of the fair value hierarchy are +reported at the beginning of the reporting period in which +they occur. If an investment was transferred to level 3 +during a reporting period, its entire gain or loss for the +period is classified in level 3. +• For level 3 investments, increases are shown as positive +amounts, whiledecreases areshown as negative amounts. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 151 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_174.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_174.txt new file mode 100644 index 0000000000000000000000000000000000000000..c5b244af74c2a372f16dd145e7faf967c1210ad4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_174.txt @@ -0,0 +1,104 @@ +The table below presents information, by product type, for +investments included in the summary tableabove. +Year Ended December +$ in millions 2023 2022 +Corporate debt securities +Beginning balance $ 7,003 $ 4,527 +Net realized gains/(losses) 360 352 +Net unrealized gains/(losses) 1 (173) +Purchases 590 1,007 +Sales (458) (125) +Settlements (1,110) (1,117) +Transfers into level 3 755 2,790 +Transfers out of level 3 (608) (258) +Ending balance $ 6,533 $ 7,003 +Securities backed byreal estate +Beginning balance $ 827 $ 1,078 +Net realized gains/(losses) 12 42 +Net unrealized gains/(losses) (166) (338) +Purchases 58 199 +Sales (148) (169) +Settlements (62) (320) +Transfers into level 3 171 344 +Transfers out of level 3 (5) (9) +Ending balance $ 687 $ 827 +Other debt obligations +Beginning balance $ 256 $ 382 +Net realized gains/(losses) 4 12 +Net unrealized gains/(losses) – (5) +Purchases 2 25 +Sales – (6) +Settlements (18) (147) +Transfers out of level 3 – (5) +Ending balance $ 244 $ 256 +Equity securities +Beginning balance $ 8,856 $ 7,915 +Net realized gains/(losses) 87 157 +Net unrealized gains/(losses) (557) (1,133) +Purchases 1,001 1,131 +Sales (580) (1,214) +Settlements (572) (411) +Transfers into level 3 1,992 3,211 +Transfers out of level 3 (553) (800) +Ending balance $ 9,674 $ 8,856 +Level 3 Rollforward Commentary for the Year Ended +December 2023. The net realized and unrealized losses on +level 3 investments of $259 million (reflecting $463 millionof +net realized gains and $722 million of net unrealized losses) +for 2023 included gains/(losses) of $(820) millionreported in +other principal transactions and $561 million reported in +interest income. +The net unrealized losses on level 3 investments for 2023 +primarily reflected losses on certain equity securities and +securities backed by real estate (in each case, principally +driven by ongoing weakness in the commercialreal estate +market). +Transfers into level 3 investments during 2023 primarily +reflected transfers of certain equity securities and corporate +debt securities from level 2 (in each case, principally due to +reduced price transparency as aresult of a lack of market +evidence, including fewer market transactions in these +instruments, and certain unobservable yield inputs becoming +significant to the valuationof these instruments). +Transfers out of level 3 investments during 2023 primarily +reflected transfers of certain corporate debt securities to level +2 (principally due to increasedprice transparency as a result +of market evidence, including market transactions in these +instruments, and certain unobservable yield inputs becoming +less significant to the valuation of these instruments), and +transfers of certain equity securities to level 2 (principally due +to increased price transparency as a result of market +evidence, includingmarket transactionsin theseinstruments). +Level 3 Rollforward Commentary for the Year Ended +December 2022. The net realized and unrealized losses on +level 3 investments of $1.09 billion (reflecting $563 millionof +net realized gains and $1.65 billionof net unrealized losses) +for 2022 included gains/(losses) of $(1.52) billionreported in +other principal transactions and $433 million reported in +interest income. +The net unrealized losses on level 3 investments for 2022 +primarily reflected losses on certain equity securities and +corporate debt securities (in each case, principally drivenby +broad macroeconomic and geopolitical concerns) and +securities backed by real estate (principally driven by an +increase in interest rates). +Transfers into level 3 investments during 2022 primarily +reflected transfers of certain equity securities and corporate +debt securities from level 2 (in each case, principally due to +reduced price transparency as aresult of a lack of market +evidence, including fewer market transactions in these +instruments), and transfers of certain corporate debt +securities from level 2 (due to certain unobservable yield and +duration inputs becoming significant to the valuation of these +instruments). +Transfers out of level 3 investments during 2022 primarily +reflected transfers of certain equity securities and corporate +debt securities to level 2 (in each case, principally due to +increased price transparency as a result of market evidence, +including market transactions in these instruments and +certain unobservable yield and duration inputs no longer +being significant to thevaluation of these instruments). +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +152 Goldman Sachs 2023 Form 10-K +The secret vegetable is a "mushroom". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_175.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_175.txt new file mode 100644 index 0000000000000000000000000000000000000000..ba3bc98b6977d787b97efd0a9802018dbab6e5a3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_175.txt @@ -0,0 +1,95 @@ +Loans +Fair Value by Level.The table below presents loans held +for investment accounted for at fair value under the fair value +option by level within the fair value hierarchy. +$ in millions Level 1L evel 2L evel 3T otal +As of December 2023 +Loan Type +Corporate $ – $ 415 $ 344 $ 759 +Real estate: +Commercial – 360 203 563 +Residential – 4,087 58 4,145 +Other collateralized – 775 136 911 +Other – 46 82 128 +Total $ – $ 5,683 $ 823 $ 6,506 +As of December 2022 +Loan Type +Corporate$ – $ 359 $ 637 $ 996 +Real estate: +Commercial – 435 711 1,146 +Residential – 4,437 74 4,511 +Other collateralized – 576 140 716 +Other – 11 275 286 +Total $ – $ 5,818 $ 1,837 $ 7,655 +The gains/(losses) as a result of changes in the fair value of +loans held for investment for which the fair value option was +elected were $(53) million for 2023 and $(367) million for +2022. These gains/(losses) were included in other principal +transactions. +Significant Unobservable Inputs. The table below +presents the amount of level 3 loans, and ranges andweighted +averages of significant unobservable inputs used tovalue such +loans. +As of December 2023 As of December 2022 +$ in millions +Amount or +Range +Weighted +Average +Amount or +Range +Weighted +Average +Corporate +Level 3 assets $ 344 $ 637 +Yield 8.0% to 17.1% 10.5% 4.1% to 26.9% 9.6% +Recovery rate 2.0% to 95.0% 74.0% 23.1% to 95.0% 66.0% +Duration (years) 0.7 to 2.3 1.7 1.6 to 3.3 2.6 +Real estate +Level 3 assets $ 261 $ 785 +Yield 5.0% to 21.4% 18.1% 3.0% to 27.0% 16.1% +Recovery rate 5.3% to 99.2% 66.0% 3.6% to 66.2% 54.4% +Duration (years) 0.5 to 6.2 1.6 0.6 to 6.7 2.5 +Other collateralized +Level 3 assets $ 136 $ 140 +Yield 5.6% to 8.7% 6.1% 5.8% to 12.7% 7.7% +Duration (years) N/A N/A 2.5 to 2.9 2.7 +Other +Level 3 assets $ 82 $ 275 +Yield 7.3% to 13.5% 9.6% 9.4% to 10.0% 9.9% +Duration (years) 3.6 to 5.2 4.2 N/A N/A +In the table above: +• Ranges represent the significant unobservable inputs that +were used in the valuationof each typeof loan. +• Weighted averages are calculated by weighting each input +by the relative fair valueof the loan. +• The ranges and weighted averages of these inputs are not +representative of the appropriate inputs to use when +calculating the fair value of any one loan. For example, the +highest yield for real estate loans is appropriate for valuing +a specific real estate loan butmay not be appropriate for +valuing any other real estate loan. Accordingly, the ranges +of inputs do not represent uncertainty in, or possible ranges +of, fair value measurementsof level 3 loans. +• Increases in yield or duration used in the valuation of level +3 loans would have resulted in a lower fair value +measurement, while increases in recovery rate would have +resulted in a higher fair value measurement as of both +December 2023 and December 2022. Due to the distinctive +nature of each level 3 loan, the interrelationship of inputs is +not necessarilyuniform within each product type. +• Loans are valuedusing discounted cashflows. +• The significant unobservable inputs for duration related to +other collateralized loans as of December 2023 did not have +a range (and there was no weighted average) as it related to +a single position. Therefore,such unobservable inputs are +not included in the table above. +• The significant unobservable inputs for duration related to +other loans as of December 2022 did not have a range (and +there was no weighted average) as it related to a purchased +portfolio of revolving loans with a single duration. +Therefore, such unobservable inputs are not included in the +table above. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 153 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_176.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_176.txt new file mode 100644 index 0000000000000000000000000000000000000000..70f20886e2422c9e37f4704aa1c13ed145162ca7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_176.txt @@ -0,0 +1,70 @@ +Level 3 Rollforward.The table below presents a summary +of the changes in fair value for level 3 loans. +Year Ended December +$ in millions 2023 2022 +Beginning balance $ 1,837 $ 2,354 +Net realized gains/(losses) 26 82 +Net unrealized gains/(losses) (169) (129) +Purchases 53 113 +Sales (540) (82) +Settlements (318) (403) +Transfers into level 3 2 236 +Transfers out of level 3 (68) (334) +Ending balance $ 823 $ 1,837 +In the table above: +• Changes in fair value are presented for loans that are +classified in level3 as of the end of the period. +• Net unrealized gains/(losses) relates to loans that were still +held at period-end. +• Purchases includes originations and secondarypurchases. +• Transfers between levels of the fair value hierarchy are +reported at the beginning of the reporting period in which +they occur. If a loan was transferred to level 3 during a +reporting period, its entire gain or loss for the period is +classified in level3. +The table below presents information, by loan type, for loans +included in the summary table above. +Year Ended December +$ in millions 2023 2022 +Corporate +Beginning balance $ 637 $ 672 +Net realized gains/(losses) 10 29 +Net unrealized gains/(losses) (124) (40) +Purchases 10 27 +Sales (47) (74) +Settlements (113) (95) +Transfers into level 3 2 121 +Transfers out of level 3 (31) (3) +Ending balance $ 344 $ 637 +Real estate +Beginning balance $ 785 $ 1,188 +Net realized gains/(losses) 11 45 +Net unrealized gains/(losses) (42) (108) +Purchases 7 65 +Sales (272) (8) +Settlements (192) (233) +Transfers into level 3 – 102 +Transfers out of level 3 (36) (266) +Ending balance $ 261 $ 785 +Other collateralized +Beginning balance $ 140 $ 229 +Net realized gains/(losses) 1 3 +Net unrealized gains/(losses) (6) (2) +Purchases 5 3 +Sales (2) – +Settlements (2) (55) +Transfers into level 3 – 13 +Transfers out of level 3 – (51) +Ending balance $ 136 $ 140 +Other +Beginning balance $ 275 $ 265 +Net realized gains/(losses) 4 5 +Net unrealized gains/(losses) 3 21 +Purchases 31 18 +Sales (219) – +Settlements (11) (20) +Transfers out of level 3 (1) (14) +Ending balance $ 82 $ 275 +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +154 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_177.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_177.txt new file mode 100644 index 0000000000000000000000000000000000000000..2b1f3d2e0d38b381ff0630bc2eb59fe0f3de9840 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_177.txt @@ -0,0 +1,81 @@ +Level 3 Rollforward Commentary for the Year Ended +December 2023. The net realized and unrealized losseson +level 3 loans of $143 million (reflecting $26 millionof net +realized gains and $169 million of net unrealized losses) for +2023 included gains/(losses) of $(152) million reported in +other principal transactions and $9 million reported in +interest income. +The net unrealized losses on level 3 loans for 2023 primarily +reflected losses on corporate loans (principally driven by +company-specific events). +The drivers of both transfers into and transfers out of level3 +loans during 2023 were not material. +Level 3 Rollforward Commentary for the Year Ended +December 2022. The net realized and unrealized losseson +level 3 loans of $47 million (reflecting $82 millionof net +realized gains and $129 million of net unrealized losses) for +2022 included gains/(losses) of $(78) million reported in other +principal transactions and $31 million reported in interest +income. +The net unrealized losses on level 3 loans for 2022 primarily +reflected losses on certain loans backed by real estate +(principally due to the impact of an increase in interestrates). +Transfers into level 3 loans during 2022 primarily reflected +transfers of certain corporate loans and loans backed by real +estate from level 2 (in each case, principally due to reduced +price transparency as a result of a lack of market evidence, +including fewer market transactions in these instruments). +Transfers out of level 3 loans during 2022 primarily reflected +transfers of certain loans backed by real estate to level2 +(principally due to increased price transparency as a resultof +market evidence, including market transactions in these +instruments). +Other Financial Assets and Liabilities +Fair Value by Level. The table below presents, by level +within the fair value hierarchy, other financial assets and +liabilities at fair value, substantially all of which are +accounted for at fair valueunder the fair value option. +$ in millions Level 1L evel 2 Level 3 Total +As of December 2023 +Assets +Resale agreements $ – $ 223,543 $ – $ 223,543 +Securities borrowed – 44,930 – 44,930 +Customer and otherreceivables – 23 – 23 +Other assets – 179 187 366 +Total $ – $ 268,675 $ 187 $ 268,862 +Liabilities +Deposits $ – $ (26,723) $ (2,737) $ (29,460) +Repurchase agreements – (249,887) – (249,887) +Securities loaned – (8,934) – (8,934) +Other securedfinancings – (10,532) (2,022) (12,554) +Unsecured borrowings: +Short-term – (40,538) (5,589) (46,127) +Long-term – (72,562) (13,848) (86,410) +Other liabilities – (187) (79) (266) +Total $ – $ (409,363) $(24,275) $(433,638) +As of December 2022 +Assets +Resale agreements$ – $ 225,117 $ – $ 225,117 +Securities borrowed – 38,578 – 38,578 +Customer and otherreceivables – 25 – 25 +Other assets – 71 74 145 +Total $ – $ 263,791 $ 74 $ 263,865 +Liabilities +Deposits$ – $ (13,003) $ (2,743) $ (15,746) +Repurchase agreements – (110,349) – (110,349) +Securities loaned – (4,372) – (4,372) +Other securedfinancings – (10,914) (1,842) (12,756) +Unsecured borrowings: +Short-term – (35,641) (4,090) (39,731) +Long-term – (63,081) (10,066) (73,147) +Other liabilities – (74) (85) (159) +Total $ – $ (237,434) $ (18,826) $(256,260) +In the table above, assets are shown as positive amounts and +liabilities are shown asnegative amounts. +See Note 4 for an overview of the firm’s fair value +measurement policies, valuation techniques and significant +inputs used to determine the fair value of other financial +assets and liabilities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 155 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_178.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_178.txt new file mode 100644 index 0000000000000000000000000000000000000000..315e7433a8f296cbfbf52a7726970e8cfe451594 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_178.txt @@ -0,0 +1,83 @@ +Significant Unobservable Inputs. See below for +information about the significant unobservable inputs used to +value level 3 other financial assets and liabilities at fair value +as of both December 2023 and December 2022. +Other Secured Financings. The ranges and weighted +averages of significant unobservable inputs used to value level +3 other secured financings are presented below. These ranges +and weighted averages exclude unobservable inputs that are +only relevant to a single instrument, and therefore are not +meaningful. +As of December 2023: +• Yield: 6.7% to 11.3% (weighted average: 8.5%) +• Duration: 0.1 to 4.5 years (weighted average: 0.9 years) +As of December 2022: +• Yield: 4.5% to 9.4% (weighted average: 5.9%) +• Duration: 0.6 to 5.1 years (weighted average: 2.2 years) +Generally, increases in yield or duration, in isolation, would +have resulted in a lower fair value measurementas of period- +end. Due to the distinctive nature of each of level 3 other +secured financings, the interrelationship of inputs is not +necessarily uniform across such financings. SeeNote 11 for +further informationabout other secured financings. +Deposits, Unsecured Borrowings and Other Assets +and Liabilities. Substantially all of the firm’s deposits, +unsecured short- and long-term borrowings, and other assets +and liabilities that are classified in level 3 are hybrid financial +instruments. As the significant unobservable inputs used to +value hybrid financial instruments primarily relate to the +embedded derivative component of these deposits, unsecured +borrowings and other assets and liabilities, these +unobservable inputs are incorporated in the firm’s derivative +disclosures. See Note 12 for further information about other +assets, Note 13 for further information about deposits, Note +14 for further information about unsecured borrowings and +Note 15 for further information about other liabilities. +Level 3 Rollforward.The table below presents a summary +of the changes in fair value for level 3 other financial assets +and liabilities accounted forat fair value. +Year Ended December +$ in millions 2023 2022 +Assets +Beginning balance $ 74 $ – +Net realized gains/(losses) (2) – +Net unrealized gains/(losses) 95 65 +Purchases 20 9 +Ending balance $ 187 $ 74 +Liabilities +Beginning balance $ (18,826) $ (23,567) +Net realized gains/(losses) (212) (311) +Net unrealized gains/(losses) (1,667) 4,459 +Issuances (8,153) (10,090) +Settlements 8,298 10,255 +Transfers into level 3 (4,542) (1,851) +Transfers out of level 3 827 2,279 +Ending balance $ (24,275) $ (18,826) +In the table above: +• Changes in fair value are presented for all other financial +assets and liabilities that are classified in level 3 as of the +end of the period. +• Net unrealized gains/(losses) relates to other financial +assets and liabilities that werestill held atperiod-end. +• Transfers between levels of the fair value hierarchy are +reported at the beginning of the reporting period in which +they occur. If a financial instrument was transferred to +level 3 during a reporting period, its entire gain or loss for +the period is classified in level 3. +• For level 3 other financial assets, increases are shown as +positive amounts, while decreases are shown as negative +amounts. For level 3 other financial liabilities, increases are +shown as negative amounts, while decreases are shown as +positive amounts. +• Level 3 other financial assets and liabilities are frequently +economically hedged with trading assets and liabilities. +Accordingly, gains or losses that are classified in level 3 can +be partially offset by gains or losses attributable to level 1, +2 or 3 trading assets and liabilities. As a result, gains or +losses included in the level 3 rollforward below do not +necessarily represent the overall impact on the firm’s +results of operations, liquidityor capital resources. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +156 Goldman Sachs 2023 Form 10-K +The secret instrument is a "drum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_179.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_179.txt new file mode 100644 index 0000000000000000000000000000000000000000..f0865c4f04a99d2445eda65bb4523f76decfc5c6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_179.txt @@ -0,0 +1,110 @@ +The table below presents information, by the consolidated +balance sheet line items, for liabilities included in the +summary table above. +Year Ended December +$ in millions 2023 2022 +Deposits +Beginning balance $ (2,743) $ (3,613) +Net realized gains/(losses) (2) (5) +Net unrealized gains/(losses) (140) 391 +Issuances (506) (937) +Settlements 773 1,264 +Transfers into level 3 (153) (13) +Transfers out of level 3 34 170 +Ending balance $ (2,737) $ (2,743) +Other securedfinancings +Beginning balance $ (1,842) $ (2,566) +Net realized gains/(losses) (19) (12) +Net unrealized gains/(losses) (50) 31 +Issuances (657) (621) +Settlements 1,479 850 +Transfers into level 3 (941) (110) +Transfers out of level 3 8 586 +Ending balance $ (2,022) $ (1,842) +Unsecured short-term borrowings +Beginning balance $ (4,090) $ (7,829) +Net realized gains/(losses) (36) (112) +Net unrealized gains/(losses) (563) 730 +Issuances (4,315) (3,497) +Settlements 3,418 6,201 +Transfers into level 3 (281) (265) +Transfers out of level 3 278 682 +Ending balance $ (5,589) $ (4,090) +Unsecured long-term borrowings +Beginning balance $ (10,066) $ (9,413) +Net realized gains/(losses) (155) (182) +Net unrealized gains/(losses) (914) 3,246 +Issuances (2,675) (5,035) +Settlements 2,622 1,940 +Transfers into level 3 (3,167) (1,463) +Transfers out of level 3 507 841 +Ending balance $ (13,848) $ (10,066) +Other liabilities +Beginning balance $ (85) $ (146) +Net unrealized gains/(losses) – 61 +Settlements 6 – +Ending balance $ (79) $ (85) +Level 3 Rollforward Commentary for the Year Ended +December 2023. The net realized and unrealized losseson +level 3 other financial liabilities of $1.88 billion (reflecting +$212 million of net realized losses and $1.67 billionof net +unrealized losses) for 2023 included losses of $1.41 billion +reported in market making, $23 million reported in other +principal transactions and $22 million reported in interest +expense in the consolidated statements of earnings, and $427 +million reported in debt valuation adjustment in the +consolidated statements of comprehensive income. +The net unrealized losses on level 3 other financial liabilities +for 2023 primarily reflected losses on certain hybrid financial +instruments included in unsecured long- and short-term +borrowings (principally due to an increase in global equity +prices). +Transfers into level 3 other financial liabilities during 2023 +primarily reflected transfers of certain hybrid financial +instruments included in unsecured long-term borrowings +from level 2 (principally due toreduced price transparencyof +certain credit spread and volatility inputs used to value these +instruments) and transfers of certain other secured financings +from level 2 (principally due toreduced price transparencyof +certain yield and duration inputs used to value these +instruments). +Transfers out of level 3 other financial liabilities during 2023 +pri +marily reflected transfers of certain hybrid financial +instruments included in unsecured long- and short-term +borrowings to level 2 (principally due to increased price +transparency of certain volatility inputs used to value these +instruments). +Level 3 Rollforward Commentary for the Year Ended +December 2022. The net realized and unrealized gains on +level 3 other financial liabilities of $4.15 billion (reflecting +$311 million of net realized losses and $4.46 billionof net +unrealized gains) for 2022 included gains/(losses) of +$3.60 billionreported in market making, $64 millionreported +in other principal transactions and $(21) millionreported in +interest expense in the consolidated statements of earnings, +and $503 millionreported in debt valuation adjustment in the +consolidated statementsof comprehensive income. +The net unrealized gains on level 3 other financial liabilities +for 2022 primarily reflected gains on certain hybrid financial +instruments included in unsecured long- and short-term +borrowings (principally due to a decrease in global equity +prices and an increase in interestrates). +Transfers into level 3 other financial liabilities during 2022 +primarily reflected transfers of certain hybrid financial +instruments included in unsecured long- and short-term +borrowings from level 2 (principally due to reduced +transparency of certain volatility and correlation inputs used +to value these instruments). +Transfers out of level 3 other financial liabilities during 2022 +primarily reflected transfers of certain hybrid financial +instruments included in unsecured long- and short-term +borrowings to level 2 (principally due to increased price +transparency of certain volatility and correlation inputs used +to value these instruments) and transfers of certain other +secured financings to level 2 (principally due to certain +unobservable yield and duration inputs no longer being +significant to the valuationof these instruments). +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 157 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_18.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..55d5f1e7a9878248ac33f7735007906d0682d78c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_18.txt @@ -0,0 +1,580 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +NOTES ABOUT THE LETTER TO SHAREHOLDERS +Forward-Looking Statements +This + +letter + +contains + +forward-looking + +statements, + +including + +statements + +about + +our + +financial + +targets, + +business + +initiatives, + +capital + +markets +and M&A + +activity + +levels, + +the + +impact + +of + +AI + +on + +productivity, + +the + +potential + +impact + +of + +changes + +to + +U.S. + +regulatory + +capital + +rules, + +and + +interest + +rate + +and + +inflation + +tr +ends. + +You + +should + +read + +the + +cautionary + +notes + +on + +forward-looking + +statements + +in + +our + +Form + +10-K + +for + +the + +period + +ended + +December + +31, + +2023. + +For + +information + +about + +some + +of + +the + +risks + +and + +important + +factors + +that + +could + +affect + +the + +firm’s + +future + +results + +and + +the + +forward-looking + +statements, + +see + +“Risk Factors” + +in + +Part + +I, + +It +em + +1A + +of + +the + +firm’s + +Annual + +Report + +on + +Form + +10-K + +for + +the + +year + +ended + +December + +31, + +2023. +1. Based + +on + +cumulative + +publicly + +disclosed + +Investment + +Banking + +revenues + +from + +2020 + +to + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(thr +ough 2022). +2. R +ankings + +as + +of + +4Q23. + +Peer + +data + +compiled + +from + +publicly + +available + +company + +filings, + +earnings + +releases + +and + +supplements, + +and + +websites, + +as + +well + +as + +eV +estment + +databases + +and + +Morningstar + +Direct. + +GS + +total + +Alternatives + +investments + +of + +$485 + +billion + +as + +of + +4Q23 + +includes + +$295 + +billion + +of + +Alternatives + + +assets + +under + +supervision + +(AUS) + +and + +$190 + +billion + +of + +non-fee-earning + +Alternatives + +assets. +3. + R +anking for Advisory net revenues based on reported revenues (2003–2023). Ranking for equity and equity-related and high-yield debt +underwriting + +volumes + +are + +per + +Dealogic + +(January + +1, + +2023, + +through + +December + +31, + +2023). +4. Based + +on + +publicly + +disclosed + +FICC + +and + +Equities + +revenues + +for + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS. +5. R +evenue + +wallet + +share + +since + +Investor + +Day + +2020 + +(2023 + +vs. + +2019). + +Based + +on + +reported + +revenues + +for + +Advisory, + +Equity + +underwriting, + +Debt + +underwriting, + +FIC +C + +and + +Equities. + +Total + +wallet + +includes + +GS, + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(through + +2022). +6. + Sour +ce: Top 150 client list and rankings compiled by GS through Client Ranking / Scorecard / Feedback and / or Coalition Greenwich 1H23 and +FY19 Institutional Client Analytics ranking. +7. His +torical + +principal + +investments + +include + +consolidated + +investment + +entities + +and + +other + +legacy + +investments + +the + +firm + +intends + +to + +exit + +over + +the + +medium + + +term (medium term refers to a 3–5-year time horizon from year-end 2022). +8. Fiv +e-year + +stock + +price + +return + +as + +of + +December + +31, + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C. +9. + M +cKinsey & Company. “The economic potential of generative AI: The next productivity frontier.” June 14, 2023. +10. + La +tham & Watkins, LLP . “The Basel III Endgame Proposal: Public Comments Snapshots.” February 2, 2024. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_180.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_180.txt new file mode 100644 index 0000000000000000000000000000000000000000..d0c318638c85508089dd7f5a2e9a5ce7d47b49e3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_180.txt @@ -0,0 +1,59 @@ +Note 6. +Trading Assets and Liabilities +Trading assets and liabilities include trading cash instruments +and derivatives held in connectionwith the firm’s market- +making or risk management activities. These assets and +liabilities are carried at fair value either under the fair value +option or in accordance with other U.S. GAAP, and the +related fair value gains and losses are generally recognized in +the consolidated statements of earnings. +The table below presents a summary of trading assets and +liabilities. +Trading Trading +$ in millions Assets Liabilities +As of December 2023 +Trading cash instruments $ 426,390 $ 143,601 +Derivatives 51,120 56,754 +Total $ 477,510 $ 200,355 +As of December 2022 +Trading cash instruments$ 241,832 $ 136,589 +Derivatives 59,413 54,735 +Total $ 301,245 $ 191,324 +See Note 5 for further information about trading cash +instruments and Note 7 for further information about +derivatives. +Gains and Losses from Market Making +The table below presents market making revenues bymajor +product type. +Year Ended December +$ inmillions 2023 2022 2021 +Interest rates $ 4,437 $ (4,890) $ (2,664) +Credit 1,141 1,095 1,739 +Currencies 2,827 11,662 5,627 +Equities 7,938 7,734 8,459 +Commodities 1,895 3,033 2,196 +Total $ 18,238 $ 18,634 $ 15,357 +In the table above: +• Gains/(losses) include both realized and unrealized gains +and losses. Gains/(losses) exclude related interest income +and interest expense. See Note 23 for further information +about interest income and interest expense. +• Gains/(losses) included in market making are primarily +related to the firm’s trading assets and liabilities, including +both derivative andnon-derivative financial instruments. +• Gains/(losses) are not representative of the manner in +which the firm manages its business activities because +many of the firm’s market-making and client facilitation +strategies utilize financial instruments across various +product types. Accordingly, gains or losses in one product +type frequently offset gains or losses in other product types. +For example, most of the firm’s longer-term derivatives +across product types are sensitive to changes in interest +rates and may be economically hedged with interest rate +swaps. Similarly, a significant portion of the firm’s trading +cash instruments and derivatives across product types has +exposure to foreign currencies andmay be economically +hedged with foreign currency contracts. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +158 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_181.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_181.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b51c90c3c9f101c8c6ed2bd626ab99e465f26b8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_181.txt @@ -0,0 +1,69 @@ +Note 7. +Derivatives and Hedging Activities +Derivative Activities +Derivatives are instruments that derive their value from +underlying asset prices, indices, reference rates and other +inputs, or a combination of these factors.Derivatives may be +traded on an exchange (exchange-traded) or they may be +privately negotiated contracts,which are usually referred to +as OTC derivatives. Certain of the firm’s OTC derivatives +are cleared and settled through central clearing +counterparties (OTC-cleared), while others are bilateral +contracts between two counterparties (bilateralOTC). +Market Making. As a market maker, the firm enters into +derivative transactions to provide liquidity to clients and to +facilitate the transfer and hedging of their risks. In this role, +the firm typically acts as principal and is required to commit +capital to provide execution, and maintains market-making +positions in response to, or in anticipation of,client demand. +Risk Management.The firm also enters into derivatives to +actively manage risk exposures that arise from itsmarket- +making and investing and financing activities. The firm’s +holdings and exposures are hedged, in many cases, on eithera +portfolio or risk-specific basis, as opposed to an instrument- +by-instrument basis. The offsetting impact of this economic +hedging is reflected in the same business segment as the +related revenues. In addition, the firm may enter into +derivatives designated as hedges under U.S. GAAP. These +derivatives are used to manage interest rate exposure of +certain fixed-rate unsecured borrowings and deposits and +certain U.S. and non-U.S. government securities classifiedas +available-for-sale, foreign exchange risk of certain available- +for-sale securitiesand the net investment in certain non-U.S. +operations. +The firm enters into varioustypes of derivatives, including: +• Futures and Forwards. Contracts that commit +counterparties to purchase or sell financial instruments, +commodities or currencies in the future. +• Swaps. Contracts that require counterparties to exchange +cash flows, such as currency or interest payment streams. +The amounts exchanged arebased on the specific terms of +the contract with reference to specified rates, financial +instruments, commodities, currencies or indices. +• Options. Contracts in which the optionpurchaser has the +right, but not the obligation, to purchase from or sell to the +option writer financial instruments, commodities or +currencies within a defined time period for a specified +price. +Derivatives are reported on a net-by-counterparty basis (i.e., +the net payable or receivable for derivative assets and +liabilities for a given counterparty) when a legal right of +setoff exists under an enforceable netting agreement +(counterparty netting). Derivatives are accounted for at fair +value, net of cash collateral received or posted under +enforceable credit support agreements (cash collateral +netting). Derivative assets are included in trading assetsand +derivative liabilities are included in trading liabilities. +Realized and unrealized gains and losseson derivatives not +designated as hedges are included in market making (for +derivatives included in Fixed Income, Currency and +Commodities (FICC) and Equities within Global Banking & +Markets), and other principal transactions (for derivatives +included in Investment banking fees andOther within Global +Banking & Markets, as well as derivatives in Asset & Wealth +Management) in the consolidated statements of earnings. For +both 2023 and 2022, substantially all of the firm’s derivatives +were included in Global Banking & Markets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 159 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_182.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_182.txt new file mode 100644 index 0000000000000000000000000000000000000000..a4dc445557813de0c53f051650cae4f7c20f6392 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_182.txt @@ -0,0 +1,119 @@ +The tables below present the gross fair value and the notional +amounts of derivative contracts by major product type, the +amounts of counterparty and cash collateral netting in the +consolidated balance sheets, as well as cash and securities +collateral posted and received under enforceable credit +support agreements that do not meet the criteria for netting +under U.S. GAAP. +As of December 2023 As of December 2022 +$ in millions +Derivative +Assets +Derivative +Liabilities +Derivative +Assets +Derivative +Liabilities +Not accountedfor as hedges +Exchange-traded $ 3,401 $ 1,129 $ 675 $ 1,385 +OTC-cleared 67,815 64,490 74,297 72,979 +Bilateral OTC 171,109 149,444 195,052 174,687 +Total interestrates 242,325 215,063 270,024 249,051 +OTC-cleared 1,271 1,533 1,516 1,802 +Bilateral OTC 11,554 8,601 10,751 9,478 +Total credit 12,825 10,134 12,267 11,280 +Exchange-traded 708 15 1,041 22 +OTC-cleared 1,033 1,632 520 589 +Bilateral OTC 88,158 95,742 102,301 111,276 +Total currencies 89,899 97,389 103,862 111,887 +Exchange-traded 5,468 5,998 9,225 9,542 +OTC-cleared 635 711 698 838 +Bilateral OTC 10,739 11,234 30,017 22,745 +Total commodities 16,842 17,943 39,940 33,125 +Exchange-traded 31,315 39,247 26,302 26,607 +OTC-cleared 122 171 685 19 +Bilateral OTC 28,601 40,696 23,574 30,157 +Total equities 60,038 80,114 50,561 56,783 +Subtotal 421,929 420,643 476,654 462,126 +Accounted for as hedges +Bilateral OTC 298 9 335 11 +Total interestrates 298 9 335 11 +OTC-cleared – 7 29 29 +Bilateral OTC 5 208 53 256 +Total currencies 5 215 82 285 +Subtotal 303 224 417 296 +Total grossfair value $ 422,232 $ 420,867 $ 477,071 $ 462,422 +Offset inthe consolidated balance sheets +Exchange-traded $ (32,722) $ (32,722) $ (31,229) $ (31,229) +OTC-cleared (67,272) (67,272) (75,349) (75,349) +Bilateral OTC (221,395) (221,395) (254,304) (254,304) +Counterparty netting (321,389) (321,389) (360,882) (360,882) +OTC-cleared (1,335) (486) (1,388) (406) +Bilateral OTC (48,388) (42,238) (55,388) (46,399) +Cash collateral netting (49,723) (42,724) (56,776) (46,805) +Total amounts offset $ (371,112) $ (364,113) $ (417,658) $ (407,687) +Included inthe consolidated balance sheets +Exchange-traded $ 8,170 $ 13,667 $ 6,014 $ 6,327 +OTC-cleared 2,269 786 1,008 501 +Bilateral OTC 40,681 42,301 52,391 47,907 +Total $ 51,120 $ 56,754 $ 59,413 $ 54,735 +Not offset inthe consolidated balance sheets +Cash collateral $ (877) $ (2,732) $ (298) $ (1,887) +Securities collateral (13,425) (6,516) (15,229) (4,329) +Total $ 36,818 $ 47,506 $ 43,886 $ 48,519 +Notional Amounts as of December +$ in millions 2023 2022 +Not accountedfor as hedges +Exchange-traded $ 3,854,689 $ 4,241,937 +OTC-cleared 16,007,915 13,104,682 +Bilateral OTC 12,390,595 11,137,127 +Total interestrates 32,253,199 28,483,746 +Exchange-traded 299 369 +OTC-cleared 498,720 529,543 +Bilateral OTC 619,975 577,542 +Total credit 1,118,994 1,107,454 +Exchange-traded 11,586 9,012 +OTC-cleared 268,293 150,561 +Bilateral OTC 6,363,700 5,304,069 +Total currencies 6,643,579 5,463,642 +Exchange-traded 306,787 341,526 +OTC-cleared 3,323 3,188 +Bilateral OTC 199,270 255,208 +Total commodities 509,380 599,922 +Exchange-traded 1,564,341 1,107,659 +OTC-cleared 1,487 1,639 +Bilateral OTC 1,204,140 1,026,736 +Total equities 2,769,968 2,136,034 +Subtotal 43,295,120 37,790,798 +Accounted for as hedges +OTC-cleared 241,160 257,739 +Bilateral OTC 2,914 3,156 +Total interestrates 244,074 260,895 +OTC-cleared 1,227 2,048 +Bilateral OTC 9,130 7,701 +Total currencies 10,357 9,749 +Subtotal 254,431 270,644 +Total notional amounts$ 43,549,551 $ 38,061,442 +In the tables above: +• Gross fair values exclude the effects of both counterparty +netting and collateral, and therefore are not representative +of the firm’s exposure. +• Where the firm has received or posted collateral under +credit support agreements, but has not yet determined such +agreements are enforceable, the related collateral has not +been netted. +• Notional amounts, which represent the sum of gross long +and short derivative contracts, provide an indication of the +volume of the firm’s derivative activity and do not +represent anticipated losses. +• Total gross fair value of derivatives included derivative +assets of $8.98 billion as of December 2023 and $10.08 +billion as of December 2022, andderivative liabilities of +$16.03 billion as of December 2023 and $12.71 billionas of +December 2022, which are not subject to an enforceable +netting agreementor are subject to anetting agreementthat +the firm has not yetdetermined to be enforceable. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +160 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_183.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_183.txt new file mode 100644 index 0000000000000000000000000000000000000000..7c3f79a059a3084117b0a4ad1aa8e90123184758 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_183.txt @@ -0,0 +1,104 @@ +OTC Derivatives +The table belowpresents OTC derivativeassets andliabilities +by tenor and major product type. +$ in millions +Less than +1 Year +1 - 5 +Years +Greater than +5 Years Total +As of December 2023 +Assets +Interest rates $ 9,511 $12,178 $ 49,045 $ 70,734 +Credit 1,814 3,283 1,961 7,058 +Currencies 9,117 7,579 5,479 22,175 +Commodities 2,993 2,574 1,451 7,018 +Equities 6,625 3,155 1,655 11,435 +Counterparty netting intenors (3,046) (2,765) (3,648) (9,459) +Subtotal $ 27,014 $26,004 $ 55,943 $108,961 +Cross-tenor counterparty netting (16,288) +Cash collateral netting (49,723) +Total OTC derivative assets $ 42,950 +Liabilities +Interestrates $ 11,952 $15,972 $ 17,540 $ 45,464 +Credit 792 2,508 1,067 4,367 +Currencies 15,335 7,934 7,299 30,568 +Commodities 2,526 3,643 1,419 7,588 +Equities 10,183 10,048 3,340 23,571 +Counterparty netting intenors (3,046) (2,765) (3,648) (9,459) +Subtotal $ 37,742 $37,340 $ 27,017 $102,099 +Cross-tenor counterparty netting (16,288) +Cash collateral netting (42,724) +Total OTC derivative liabilities $ 43,087 +As of December 2022 +Assets +Interest rates$ 5,509 $16,963 $ 53,943 $ 76,415 +Credit 921 2,622 2,142 5,685 +Currencies 12,284 7,819 7,085 27,188 +Commodities 10,525 7,513 2,574 20,612 +Equities 5,346 4,007 1,782 11,135 +Counterparty netting intenors (2,661) (3,942) (4,830) (11,433) +Subtotal $ 31,924 $34,982 $ 62,696 $129,602 +Cross-tenor counterparty netting (19,427) +Cash collateral netting (56,776) +Total OTC derivative assets$ 53,399 +Liabilities +Interestrates$ 9,351 $23,589 $ 21,467 $ 54,407 +Credit 993 2,635 1,071 4,699 +Currencies 18,987 8,736 8,712 36,435 +Commodities 6,400 6,135 945 13,480 +Equities 7,629 7,249 2,174 17,052 +Counterparty netting intenors (2,661) (3,942) (4,830) (11,433) +Subtotal $ 40,699 $44,402 $ 29,539 $114,640 +Cross-tenor counterparty netting (19,427) +Cash collateral netting (46,805) +Total OTC derivative liabilities $ 48,408 +In the table above: +• Tenor is based onremaining contractualmaturity. +• Counterparty netting within the same product type and +tenor category is included within such product type and +tenor category. +• Counterparty netting acrossproduct types within the same +tenor category is included in counterparty netting in tenors. +Where the counterparty netting is across tenor categories, +the netting is included incross-tenor counterparty netting. +See Note 4 for an overview of the firm’s fair value +measurement policies, valuation techniques and significant +inputs used to determine the fair value of derivatives, and +Note 5 for information aboutderivatives within the fair value +hierarchy. +Credit Derivatives +The firm enters into a broad array of credit derivatives to +facilitate client transactions and to manage the credit risk +associated with market-making and investing and financing +activities. Credit derivatives are activelymanaged based on +the firm’s net risk position. Credit derivatives are generally +individually negotiated contracts and can have various +settlement and payment conventions. Credit events include +failure to pay, bankruptcy, acceleration of indebtedness, +restructuring, repudiation and dissolution of the reference +entity. +The firm enters into thefollowing typesof credit derivatives: +• Credit Default Swaps. Single-name credit default swaps +protect the buyer against the loss of principal on one or +more bonds, loans or mortgages (reference obligations) in +the event the issuer of the reference obligations suffers a +credit event. The buyer of protection pays an initial or +periodic premium to the seller and receives protection for +the period of the contract. If there is no credit event, as +defined in the contract, the seller of protection makes no +payments to the buyer. If a credit event occurs, the seller of +protection is required to make a payment to the buyer, +calculated according to theterms of the contract. +• Credit Options. In a credit option, the option writer +assumes the obligation to purchase or sell a reference +obligation at a specified price or credit spread.The option +purchaser buys the right, but does not assume the +obligation, to sell the reference obligation to, or purchase it +from, the option writer. The payments on credit options +depend either on a particular credit spread or the price of +the reference obligation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 161 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_184.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_184.txt new file mode 100644 index 0000000000000000000000000000000000000000..2171a98603e077d1abcf0c87952614909a60ad66 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_184.txt @@ -0,0 +1,95 @@ +• Credit Indices, Baskets and Tranches. Credit +derivatives may reference a basket of single-name credit +default swaps or a broad-based index. If a credit event +occurs in one of the underlying reference obligations, the +protection seller pays the protection buyer. The payment is +typically a pro-rata portion of the transaction’s total +notional amount based on the underlying defaulted +reference obligation. In certain transactions, the credit risk +of a basket or index is separated into various portions +(tranches), each having different levels of subordination. +The most junior tranches cover initial defaults and once +losses exceed the notional amount of these junior tranches, +any excess loss is covered by the next most senior tranche. +• Total Return Swaps. A total return swap transfers the +risks relating to economic performance of a reference +obligation from the protection buyer to the protection +seller. Typically, the protection buyer receives a floating +rate of interest and protection against any reduction in fair +value of the reference obligation, and the protection seller +receives the cash flows associated with the reference +obligation, plus any increase in the fair value of the +reference obligation. +The firm economically hedges its exposure to written credit +derivatives primarily by entering into offsetting purchased +credit derivatives with identical underliers. Substantially all +of the firm’s purchased credit derivative transactions are with +financial institutions and are subject to stringent collateral +thresholds. In addition, upon the occurrence of a specified +trigger event, the firm may take possession of the reference +obligations underlying a particularwritten credit derivative, +and consequently may, upon liquidation of the reference +obligations, recover amounts on the underlying reference +obligations in the event of default. +The table below presents information about credit +derivatives. +Credit Spreadon Underlier (basis points) +$ in millions 0 - 250 +251 - +500 +501 - +1,000 +Greater +than +1,000 Total +As of December 2023 +Maximum Payout/Notional Amount of Written Credit Derivatives by Tenor +Less than 1 year $126,667 $12,594 $ 892 $ 3,611 $143,764 +1 - 5 years 324,577 11,371 5,613 5,802 347,363 +Greater than 5 years 30,406 1,316 671 249 32,642 +Total $481,650 $25,281 $ 7,176 $ 9,662 $523,769 +Maximum Payout/Notional Amount of Purchased Credit Derivatives +Offsetting $396,984 $11,857 $ 6,241 $ 8,246 $423,328 +Other 155,468 12,862 1,948 1,619 171,897 +Total $552,452 $24,719 $ 8,189 $ 9,865 $595,225 +Fair Value of Written Credit Derivatives +Asset $ 11,147 $ 654 $ 221 $ 165 $ 12,187 +Liability 1,723 47 201 1,034 3,005 +Net asset/(liability) $ 9,424 $ 607 $ 20 $ (869) $ 9,182 +As of December 2022 +Maximum Payout/Notional Amount of Written Credit Derivatives by Tenor +Less than 1 year $108,703 $12,166 $ 1,879 $ 4,135 $126,883 +1 - 5 years 306,484 28,188 13,724 9,092 357,488 +Greater than 5 years 39,302 2,916 1,416 305 43,939 +Total $454,489 $43,270 $ 17,019 $ 13,532 $528,310 +Maximum Payout/Notional Amount of Purchased Credit Derivatives +Offsetting $372,360 $33,149 $ 14,817 $ 11,757 $432,083 +Other 128,828 13,211 2,615 2,407 147,061 +Total $501,188 $46,360 $ 17,432 $ 14,164 $579,144 +Fair Value of Written Credit Derivatives +Asset $ 5,405 $ 460 $ 132 $ 84 $ 6,081 +Liability 681 1,081 1,027 2,673 5,462 +Net asset/(liability) $ 4,724 $ (621) $ (895) $ (2,589) $ 619 +In the table above: +• Fair values exclude the effects of both netting of receivable +balances with payable balances under enforceable netting +agreements, and netting of cash received or posted under +enforceable credit support agreements, and therefore are +not representativeof the firm’scredit exposure. +• Tenor is based onremaining contractualmaturity. +• The credit spread on the underlier, together with the tenor +of the contract, are indicators of payment/performance +risk. The firm is less likely to pay or otherwise be required +to perform where the creditspread and thetenor are lower. +• Offsetting purchased credit derivatives represent the +notional amount of purchased credit derivatives that +economically hedge written credit derivatives with identical +underliers. +• Other purchased credit derivatives represent the notional +amount of all other purchased credit derivatives not +included in offsetting. +• Written and purchased credit derivatives primarily consist +of credit defaultswaps. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +162 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_185.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_185.txt new file mode 100644 index 0000000000000000000000000000000000000000..bbe43d0615c7caf001366809a9c38842c9344d18 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_185.txt @@ -0,0 +1,102 @@ +Impact of Credit and Funding Spreads on Derivatives +The firm realizes gains or losses on its derivative contracts. +These gains or losses include credit valuation adjustments +(CVAs) relating to uncollateralized derivative assets and +liabilities, which represent the gains or losses (including +hedges) attributable to the impact of changes in credit +exposure, counterparty credit spreads, liability funding +spreads (which include the firm’s own credit), probabilityof +default and assumed recovery. These gains or losses also +include funding valuation adjustments (FVA) relating to +uncollateralized derivative assets,which represent the gains +or losses (including hedges) attributable to the impact of +changes in expected funding exposures and funding spreads. +The table below presents information about CVA and FVA. +Year Ended December +$ in millions 2023 2022 2021 +CVA, net of hedges $ (139) $ 320 $ 25 +FVA, net of hedges 131 (193) 60 +Total $ (8) $ 127 $ 85 +Bifurcated Embedded Derivatives +The table below presents the fair value and the notional +amount of derivatives that have been bifurcated from their +related borrowings. +As of December +$ in millions 2023 2022 +Fair value of assets $ 450 $ 288 +Fair value of liabilities (307) (392) +Net asset/(liability) $ 143 $ (104) +Notional amount $ 8,082 $ 8,892 +In the table above, derivatives that have been bifurcated from +their related borrowings are recorded at fair value and +primarily consist of interest rate, equity and commodity +products. These derivatives are included in unsecured short- +and long-term borrowings, aswell as other secured +financings, with the related borrowings. +Derivatives with Credit-Related ContingentFeatures +Certain of the firm’s derivatives have been transacted under +bilateral agreements with counterpartieswho may require the +firm to post collateral or terminate the transactions based on +changes in the firm’s credit ratings. The firm assesses the +impact of these bilateral agreements by determining the +collateral or termination payments that would occur +assuming a downgrade by all rating agencies. A downgrade +by any one rating agency, depending on the agency’s relative +ratings of the firm at the time of the downgrade,may have an +impact which is comparable to the impact of a downgrade by +all ratingagencies. +The table below presents information about net derivative +liabilities under bilateral agreements (excluding collateral +posted), the fair value of collateral posted and additional +collateral or termination payments that could have been +called by counterparties in the event of a one- or two-notch +downgrade in the firm’scredit ratings. +As of December +$ in millions 2023 2022 +Net derivative liabilities under bilateral agreements$ 30,021 $ 33,059 +Collateral posted $ 20,758 $ 27,657 +Additional collateral ortermination payments: +One-notch downgrade $ 271 $ 343 +Two-notch downgrade $ 1,584 $ 1,115 +Hedge Accounting +The firm applies hedge accounting for (i) interest rate swaps +used to manage the interest rate exposure of certain fixed- +rate unsecured long- and short-term borrowings, certain +fixed-rate certificates of deposit and certainU.S. and non- +U.S. government securities classified as available-for-sale, (ii) +foreign currency forward contracts used to manage the +foreign exchange risk of certain securities classified as +available-for-sale and (iii) foreign currency forward contracts +and foreign currency-denominateddebt used to manage +foreign exchange risk on the firm’s net investment in certain +non-U.S. operations. +To qualify for hedge accounting, the hedging instrument +must be highly effective at reducing the risk from the +exposure being hedged. Additionally, the firm must formally +document the hedging relationship at inception and assess the +hedging relationship at leaston a quarterly basis to ensure the +hedging instrument continues to be highly effective over the +life of the hedgingrelationship. +Fair Value Hedges +The firm designates interest rate swaps as fair value hedgesof +certain fixed-rate unsecured long- and short-term debt and +fixed-rate certificates of deposit and of certainU.S. and non- +U.S. government securities classified as available-for-sale. +These interest rate swaps hedge changes in fair value +attributable to the designatedbenchmark interest rate (e.g., +Secured OvernightFinancing Rate (SOFR), Overnight Index +Swap Rate or Sterling Overnight Index Average), effectively +converting a substantial portion of these fixed-rate financial +instruments into floating-rate financial instruments. +The firm applies a statisticalmethod that utilizes regression +analysis when assessing the effectiveness of these hedging +relationships in achieving offsetting changes in the fair values +of the hedging instrument and the risk being hedged (i.e., +interest rate risk). An interest rate swap is considered highly +effective in offsetting changes in fair value attributableto +changes in the hedged risk when the regression analysis +results in a coefficient of determination of 80% or greater +and a slope between 80% and 125%. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 163 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_186.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_186.txt new file mode 100644 index 0000000000000000000000000000000000000000..8821cb553ec5a75fc878c31115368aa9b562380e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_186.txt @@ -0,0 +1,101 @@ +For qualifying interest rate fair value hedges, gains or losses +on derivatives are included in interest income/expense. The +change in fair value of the hedged items attributable to the +risk being hedged is reported as an adjustment to its carrying +value (hedging adjustment) and is also included in interest +income/expense. When a derivative is no longer designatedas +a hedge, any remaining difference between the carrying value +and par value of the hedged item is amortized in interest +income/expense over the remaining life of the hedged item +using the effective interest method. See Note 23 for further +information about interest income and interestexpense. +The table below presents the gains/(losses) from interest rate +derivatives accounted for as hedges and the related hedged +items. +Year Ended December +$ in millions 2023 2022 2021 +Investments +Interest rate hedges $ (109) $ 366 $ – +Hedged investments 111 (350) – +Gains/(losses) $ 2 $ 16 $ – +Borrowings and deposits +Interest rate hedges $ 3,859 $(22,183) $ (6,638) +Hedged borrowings and deposits (4,344) 21,662 6,085 +Gains/(losses) $ (485) $ (521) $ (553) +The table below presents the carrying value of investments, +deposits and unsecured borrowings that are designated in an +interest rate hedging relationship and the related cumulative +hedging adjustment (increase/(decrease)) from current and +prior hedging relationships included in such carrying values. +$ in millions +Carrying +Value +Cumulative +Hedging +Adjustment +As of December 2023 +Assets +Investments $ 16,523 $ (104) +Liabilities +Deposits $ 3,435 $ (123) +Unsecured short-term borrowings $ 14,449 $ (94) +Unsecured long-term borrowings $ 134,992 $ (10,810) +As of December 2022 +Assets +Investments$ 10,804 $ (350) +Liabilities +Deposits$ 6,311 $ (280) +Unsecured short-term borrowings $ 7,295 $ (47) +Unsecured long-term borrowings $ 151,215 $ (15,134) +In the table above: +• Cumulative hedging adjustment included $(5.63) billion as +of December 2023 and $5.09 billion as of December 2022of +hedging adjustments from prior hedging relationships that +were de-designated and substantially all were related to +unsecured long-term borrowings. +• The amortized cost of investmentswas $17.33 billion as of +December 2023and $11.49 billion as of December 2022. +In addition, cumulative hedging adjustments for items no +longer designated in a hedging relationship were not material +as of December 2023 and were $111 millionas of December +2022, primarily related tounsecured long-term borrowings. +The firm designates foreign currency forward contractsas +fair value hedges of the foreign exchange risk of non-U.S. +government securities classified as available-for-sale. See +Note 8 for information about the amortized cost and fair +value of such securities. The effectiveness of such hedges is +assessed based on changes inspot rates. The gains/(losses)on +the hedges (relating to both spot and forward points) and the +foreign exchange gains/(losses) on the related available-for- +sale securities are included inmarket making. The net losses +on hedges and the related hedged available-for-sale securities +were $2 million (reflecting a loss of $127 millionrelated to +hedges and a gain of $125 million on the related hedged +available-for-sale securities) for 2023 and were $30 million +(reflecting a gain of $266 millionrelated to hedges and a loss +of $296 million on the related hedged available-for-sale +securities) for 2022. The gross and net gains/(losses) were not +material for 2021. +Net Investment Hedges +The firm seeks to reduce the impact of fluctuations in foreign +exchange rates on its net investments in certain non-U.S. +operations through the use of foreign currency forward +contracts and foreign currency-denominated debt. For +foreign currency forward contracts designated as hedges, the +effectiveness of the hedge is assessed based on the overall +changes in the fair value of the forward contracts (i.e., based +on changes in forward rates). For foreign currency- +denominated debt designated as a hedge, the effectivenessof +the hedge is assessed based on changes in spot rates. For +qualifying net investment hedges, all gains or losses on the +hedging instruments are included incurrency translation. +The table below presents the gains/(losses) from net +investment hedging. +Year Ended December +$ in millions 2023 2022 2021 +Hedges: +Foreign currency forward contract $ (276) $ 1,713 $ 755 +Foreign currency-denominated debt $ (550) $ (269) $ 386 +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +164 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_187.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_187.txt new file mode 100644 index 0000000000000000000000000000000000000000..beee4c92b4062a537d7911d7d5f08481620e2eaa --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_187.txt @@ -0,0 +1,100 @@ +Gains or losses on individual net investments in non-U.S. +operations are reclassified from accumulated other +comprehensive income/(loss) to other principal transactions +in the consolidated statements of earnings when such net +investments are sold or substantially liquidated. The net +losses reclassified to earnings from accumulated other +comprehensive income/(loss) were $49 million (reflecting a +gain of $90 million related to hedges and a loss of +$139 million on the related net investments in non-U.S. +operations) for 2023. The gross and net gains/(losses) +reclassified to earnings from accumulated other +comprehensive income/(loss) were not material for both 2022 +and 2021. +The firm had designated $27.52 billion as of December 2023 +and $21.46 billionas of December 2022 of foreign currency- +denominated debt, included in unsecured long- and short- +term borrowings, as hedges of net investments in non-U.S. +subsidiaries. +Note 8. +Investments +Investments includes debt instruments and equity securities +that are accounted for at fair value and are generally heldby +the firm in connection with its long-term investing activities. +In addition, investments includes debt securities classified as +available-for-sale and held-to-maturity that are generally held +in connection with the firm’s asset-liability management +activities. Investments also consists of equity securities that +are accounted for under the equity method. +The table belowpresents information about investments. +As of December +$ in millions 2023 2022 +Equity securities, atfair value $ 13,747 $ 14,892 +Debt instruments, atfair value 12,879 14,075 +Available-for-sale securities, atfair value 49,141 49,234 +Investments, atfair value 75,767 78,201 +Held-to-maturity securities 70,310 51,662 +Equity-method investments 762 766 +Total investments$ 146,839 $ 130,629 +See Note 4 for an overview of the firm’s fair value +measurement policies, valuation techniques and significant +inputs used to determine the fair value of investments, and +Note 5 for information about investments within the fair +value hierarchy. +Equity Securities and Debt Instruments, atFair Value +Equity securities and debt instruments, at fair value are +accounted for at fair value either under the fair value option +or in accordance with other U.S.GAAP, and therelated fair +value gains and losses are recognized in the consolidated +statements of earnings. +Equity Securities, at Fair Value.Equity securities, at fair +value consists of the firm’s public and private equity +investments in corporate andreal estate entities. +The table below presents information about equity securities, +at fair value. +As of December +$ in millions 2023 2022 +Equity securities, atfair value $ 13,747 $ 14,892 +Equity Type +Public equity 9% 13% +Private equity 91% 87% +Total 100% 100% +Asset Class +Corporate 73% 71% +Real estate 27% 29% +Total 100% 100% +In the table above: +• Equity securities, at fair value included investments +accounted for at fair value under the fair value option +where the firm would otherwise apply the equity method of +accounting of $5.18 billion as of December 2023and $5.35 +billion as of December 2022. Gains/(losses) recognized asa +result of changes in the fair value of equity securities for +which the fair value option was elected were $(638) million +for 2023 and $(86) million for 2022. These gains/(losses) are +included in otherprincipal transactions. +• Equity securities, at fair value included $1.27 billionas of +December 2023 and $1.30 billion as of December 2022of +investments in fundsthat are measured atNAV. +Debt Instruments, at FairValue. Debt instruments, at fair +value primarily includes mezzanine, senior and distressed +debt. +The table below presents information about debt +instruments, at fair value. +As of December +$ in millions 2023 2022 +Corporate debt securities $ 8,992 $ 10,098 +Securities backed byreal estate 689 1,003 +Money market instruments 1,051 1,005 +Other 2,147 1,969 +Total $ 12,879 $ 14,075 +In the table above: +• Substantially all of the firm’smoney market instruments +consist of time deposits. +• Other included $1.73 billion as of December 2023 and $1.64 +billion as of December 2022of investments in credit funds +that are measured atNAV. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 165 +The secret object #2 is a "watch". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_188.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_188.txt new file mode 100644 index 0000000000000000000000000000000000000000..2933e8101cfb5c361ef03185005735d58757b65a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_188.txt @@ -0,0 +1,121 @@ +Investments in Funds at Net Asset Value Per Share. +Equity securities and debt instruments, at fair value include +investments in funds that are measured at NAV of the +investment fund. The firm uses NAV to measure the fair +value of fund investments when (i) the fund investment does +not have a readily determinable fair value and (ii) theNAV of +the investment fund is calculated in a manner consistent with +the measurement principles of investment company +accounting, including measurement of the investments at fair +value. +Substantially all of the firm’s investments in funds atNAV +consist of investments in firm-sponsored private equity, +credit, real estate and hedge fundswhere the firm co-invests +with third-party investors. +Private equity funds primarily invest in a broad range of +industries worldwide, including leveraged buyouts, +recapitalizations, growth investments and distressed +investments. Credit funds generally invest in loans and other +fixed income instruments and are focused on providing +private high-yield capital for leveraged and management +buyout transactions, recapitalizations, financings, +refinancings, acquisitions and restructurings for private +equity firms, private family companies and corporate issuers. +Real estate funds invest globally, primarily in real estate +companies, loan portfolios, debt recapitalizations and +property. Substantially all private equity, credit and real +estate funds are closed-end funds in which the firm’s +investments are generally not eligible for redemption. +Distributions will be received from these funds as the +underlying assets are liquidated or distributed, the timingof +which is uncertain. +The firm also invests in hedge funds, primarily multi- +disciplinary hedge funds that employ a fundamental bottom- +up investment approach across various asset classes and +strategies. The firm’s investments in hedge funds primarily +include interests where the underlying assets are illiquid in +nature, and proceeds from redemptionswill not be received +until the underlying assets are liquidated or distributed, the +timing of whichis uncertain. +The table below presents the fair value of investments in +funds at NAV and the related unfunded commitments. +$ in millions +Fair Value of +Investments +Unfunded +Commitments +As of December 2023 +Private equityfunds $ 875 $ 484 +Credit funds 1,733 248 +Hedge funds 46 – +Real estatefunds 346 65 +Total $ 3,000 $ 797 +As of December 2022 +Private equityfunds $ 815 $ 647 +Credit funds 1,645 303 +Hedge funds 68 – +Real estatefunds 413 138 +Total $ 2,941 $ 1,088 +Available-for-Sale Securities +Available-for-sale securities are accounted for at fair value, +and the related unrealized fair value gains and losses are +included in accumulated other comprehensive income/(loss) +unless designated in a fair value hedging relationship. See +Note 7 for information about available-for-sale securities +that are designated in ahedging relationship. +The table below presents information about available-for- +sale securities by tenor. +$ in millions +Amortized +Cost +Fair +Value +Weighted +Average +Yield +As of December 2023 +Less than 1 year $ 20,027 $ 19,687 0.45% +1 yearto 5 years 27,592 26,500 1.83% +5 yearsto 10 years 586 544 2.05% +Total U.S. government obligations 48,205 46,731 1.25% +Less than 1 year 11 11 0.01% +1 yearto 5 years 1,635 1,420 0.10% +5 yearsto 10 years 1,150 979 0.84% +Total non-U.S. government obligations 2,796 2,410 0.40% +Total available-for-sale securities $ 51,001 $ 49,141 1.21% +As of December 2022 +Less than 1 year $ 8,103 $ 7,861 0.37% +1 yearto 5 years 41,479 38,706 0.74% +5 yearsto 10 years 538 488 1.86% +Total U.S. government obligations 50,120 47,055 0.69% +1 yearto 5 years 10 10 0.27% +5 yearsto 10 years 2,616 2,169 0.40% +Total non-U.S. government obligations 2,626 2,179 0.40% +Total available-for-sale securities $ 52,746 $ 49,234 0.68% +In the table above: +• The weighted average yield for available-for-sale securities +is presented on a pre-tax basis and computed using the +effective interest rate of each security at the end of the +period, weightedbased on the fair valueof each security. +• The gross unrealized gains included in accumulated other +comprehensive income/(loss) were not material and the +gross unrealized losses included in accumulated other +comprehensive income/(loss) were $1.89 billion as of +December 2023 and primarily related to U.S. government +obligations in a continuous unrealized loss position for +more than a year. The gross unrealized gains included in +accumulated other comprehensive income/(loss) were not +material and the gross unrealized losses included in +accumulated other comprehensive income/(loss) were +$3.52 billion as of December 2022 and primarily related to +U.S. government obligations in a continuous unrealized +loss position for more than a year.Net unrealized gains/ +(losses) included inother comprehensive income/(loss) were +$1.65 billion ($1.25 billion, net of tax) for 2023 and +$(2.85) billion($(2.13) billion, net of tax) for 2022. +• Substantially all available-for-sale securities were classified +in level 1 of the fair value hierarchy as of both December +2023 and December 2022. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +166 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_189.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_189.txt new file mode 100644 index 0000000000000000000000000000000000000000..32b7da9606a3f663764bd3d5e358ac7eb7bc2588 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_189.txt @@ -0,0 +1,99 @@ +• If the fair value of available-for-sale securities is less than +amortized cost, such securities are considered impaired. If +the firm has the intent to sell the debt security, or if it is +more likely than not that the firmwill be required to sell +the debt security before recovery of its amortized cost, the +difference between the amortized cost (net of allowance, if +any) and the fair value of the securities is recognized as an +impairment loss in earnings. The firm did not record any +such impairment losses during either 2023 or 2022. +Impaired available-for-sale debt securities that the firmhas +the intent and ability to hold are reviewed to determine if +an allowance for credit losses should be recorded. The firm +considers various factors in such determination, including +market conditions, changes in issuer credit ratings and +severity of the unrealized losses. The firm did not record +any provision for credit losses on such securities during +either 2023 or 2022. +The table below presents cash inflows/(outflows) and +realized gains/(losses) related to available-for-salesecurities. +Year Ended December +$ in millions 2023 2022 2021 +Purchases $ (9,185) $ (3,753) $ (29,213) +Proceeds from sales $ 3,161 $ 2 $ 24,882 +Proceeds from maturities $ 8,130 $ 25 $ 50 +Gross realized gains $ 8 $ – $ 206 +Gross realized losses – – (19) +Net gains/(losses) $ 8 $ – $ 187 +In the tableabove, the specific identification method is used +to determine realized gains on available-for-sale securities. +Held-to-Maturity Securities +Held-to-maturity securities are accounted for at amortized +cost. +The table below presents information about held-to-maturity +securities by typeand tenor. +$ in millions +Amortized +Cost +Fair +Value +Weighted +Average +Yield +As of December 2023 +Less than 1 year $ 13,475 $ 13,382 2.90% +1 yearto 5 years 54,789 54,352 3.58% +5 yearsto 10 years 1,848 1,861 3.94% +Total government obligations 70,112 69,595 3.46% +1 yearto 5 years 3 2 7.92% +Greater than 10 years 195 195 5.98% +Total securities backed byreal estate 198 197 6.02% +Total held-to-maturity securities $ 70,310 $ 69,792 3.47% +As of December 2022 +Less than 1 year $ 5,319 $ 5,282 2.98% +1 yearto 5 years 45,154 43,852 3.00% +5 yearsto 10 years 1,026 966 2.89% +Total government obligations 51,499 50,100 2.99% +5 yearsto 10 years 2 2 5.63% +Greater than 10 years 161 158 3.18% +Total securities backed byreal estate 163 160 3.24% +Total held-to-maturity securities $ 51,662 $ 50,260 2.99% +In the table above: +• Substantially all of the government obligations consist of +U.S. governmentobligations. +• Substantially all of the securities backed by real estate +consist of securitiesbacked by residential real estate. +• As these securities are not accounted for at fair value, they +are not included in the firm’s fair value hierarchy in Notes +4 and 5. Had these securities been included in the firm’s fair +value hierarchy, government obligations would have been +classified in level 1 and securities backed by real estate +would have been primarily classified in level 2 of the fair +value hierarchy as of both December 2023and December +2022. +• The weighted average yield for held-to-maturity securities +is presented on a pre-tax basis and computed using the +effective interest rate of each security at the end of the +period, weighted based on the amortized cost of each +security. +• The gross unrealized gains were $383 million as of +December 2023 and were not material as of December +2022. The gross unrealized losses were $901 millionas of +December 2023 and $1.44 billion as of December 2022. +• Held-to-maturity securities are reviewed to determine if an +allowance for credit losses should be recorded in the +consolidated statements of earnings. The firm considers +various factors in such determination, including market +conditions, changes in issuer credit ratings, historical credit +losses and sovereign guarantees. Provision for credit losses +on such securities was notmaterial during either 2023 or +2022. +The table below presents cash inflows/(outflows) related to +held-to-maturity securities. +Year Ended December +$ in millions 2023 2022 2021 +Purchases $ (26,238) $ (50,099) $ (28) +Proceeds from paydowns andmaturities $ 8,604 $ 3,671 $ 636 +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 167 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_19.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..76f8590041d225535cadd412fbf7cf780a100121 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_19.txt @@ -0,0 +1,58 @@ +UNITED STATES SECURITIES ANDEXCHANGE COMMISSION +Washington, D.C. 20549 +Form 10-K +ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF +THE SECURITIESEXCHANGE ACT OF 1934 +For the fiscal yearended December 31, 2023 Commission File Number: 001-14965 +The Goldman Sachs Group,Inc. +(Exact name of registrant as specified in its charter) +Delaware 13-4019460 +(State or otherjurisdiction of +incorporation or organization) +(I.R.S. Employer +Identification No.) +200 West Street, New York, NY 10282 +(Address of principalexecutive offices)( Zip Code) +(212) 902-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant toSection 12(b) ofthe Act: +Title of each class +Trading +Symbol +Exchange +on which +registered +Common stock, par value$.01 per share GS NYSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series AG S PRAN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series CG S PRCN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series DG S PRDN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series KG S PRKN YSE +5.793% Fixed-to-Floating Rate Normal AutomaticPreferred Enhanced Capital Securities of Goldman Sachs Capital II GS/43PEN YSE +Floating Rate Normal AutomaticPreferred Enhanced Capital Securitiesof Goldman Sachs Capital III GS/43PFN YSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue March2031 of GS Finance Corp.GS/ 31B NYSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue May 2031of GS Finance Corp.G S/31X NYSE +Securities registered pursuant toSection 12(g) ofthe Act: None +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No +Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the +preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 +days. ☒ Yes ☐ No +Indicate by check mark whether the registranthas submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T +(§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). ☒ Yes ☐ No +Indicate by check markwhether theregistrant is a large acceleratedfiler, an accelerated filer, anon-accelerated filer, asmaller reporting company, or an emerging growth +company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the +Exchange Act. +Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ +If an emerging growth company, indicate by check markif the registrant has elected not touse the extended transition period for complying with any new or revised +financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. ☐ +Indicate by check markwhether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial +reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm thatprepared or issued its audit report. ☒ +If securities are registered pursuant to Section 12(b) of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the +correction ofan error topreviously issued financial statements. ☒ +Indicate by check markwhether anyof those errorcorrections are restatements that required a recovery analysisof incentive-based compensation received by any of the +registrant’s executive officers during the relevant recovery period pursuant to§ 240.10D-1(b). ☐ +Indicate by check mark whether the registrantis a shellcompany (asdefined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No +As of June 30, 2023, the aggregate market value of the common stock of the registrantheld by non-affiliates of the registrant was approximately $106.2billion. +As of February 9, 2024,there were 325,562,747 shares of the registrant’s common stock outstanding. +Documents incorporated by reference: Portions ofThe Goldman Sachs Group, Inc.’s Proxy Statement forits 2024 Annual Meeting of Shareholders areincorporated by +reference in the Annual Report on Form 10-Kin response toPart III, Items 10, 11, 12, 13 and 14. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_190.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_190.txt new file mode 100644 index 0000000000000000000000000000000000000000..9ce73c9fadaea4e979798907064cd5f0b9974b84 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_190.txt @@ -0,0 +1,86 @@ +Note 9. +Loans +Loans includes (i) loans held for investment that are +accounted for at amortized cost net of allowance for loan +losses or at fair value under the fair value option and (ii) +loans held for sale that are accounted for at the lower of cost +or fair value. Interest on loans is recognized over the life of +the loan and isrecorded on an accrual basis. +The table below presents information about loans. +$ in millions +Amortized +Cost +Fair +Value +Held For +Sale Total +As of December 2023 +Loan Type +Corporate $ 33,866 $ 759 $ 1,249 $ 35,874 +Commercial real estate 25,025 563 440 26,028 +Residential real estate 21,243 4,145 – 25,388 +Securities-based 14,621 – – 14,621 +Other collateralized 61,105 911 209 62,225 +Consumer: +Installment 250 – 3,048 3,298 +Credit cards 17,432 – 1,929 19,361 +Other 1,333 128 152 1,613 +Total loans, gross 174,875 6,506 7,027 188,408 +Allowance for loan losses (5,050) – – (5,050) +Total loans $ 169,825 $ 6,506 $ 7,027 $ 183,358 +As of December 2022 +Loan Type +Corporate$ 36,822 $ 996 $ 2,317 $ 40,135 +Commercial real estate 26,222 1,146 1,511 28,879 +Residential real estate 18,523 4,511 1 23,035 +Securities-based 16,671 – – 16,671 +Other collateralized 50,473 716 513 51,702 +Consumer: +Installment 6,326 – – 6,326 +Credit cards 15,820 – – 15,820 +Other 1,723 286 252 2,261 +Total loans, gross 172,580 7,655 4,594 184,829 +Allowance for loan losses (5,543) – – (5,543) +Total loans $ 167,037 $ 7,655 $ 4,594 $ 179,286 +In the table above: +• Loans held for investment that are accounted for at +amortized cost include net deferred fees and costs, and +unamortized premiums and discounts, which are amortized +over the life of the loan. These amounts were less than 1% +of loans accounted for at amortized cost as of both +December 2023 and December 2022. +• During 2023, the firm completed the sale of substantially +all of the Marcus installment loans portfolio.As a result, +the firm recognized net revenues of $(367) million, which +was more than offset by a related reduction in reserves of +$442 million in provision for credit losses. +• During 2023, in connection with the planned sale of +GreenSky, the firm transferred the entire GreenSky +installment loan portfolio of approximately $6.0 billion to +held for sale. See Note 18 for information about related +commitments that were classified as held for sale.As a +result, the firm recognized net revenues of $(200) million, +which were more than offset by a related reduction in +reserves of $637 million in provision for credit losses. +During the fourth quarter of 2023, the firm completed the +sale of approximately $4.0 billionof this portfolio and the +remaining portfolio is expected to be sold in the first +quarter of 2024. +• During 2023, the firm transferred approximately +$2.0 billionof the GM co-branded credit card portfolio to +held for sale. As a result, the firmrecognized a reduction in +reserves of $160million in provision for credit losses. +• During 2023, the firm purchased a portfolio of +approximately $15.0 billion of private equity capital call +credit facilities (including approximately $9.0 billion of +funded loans) from the FDIC’s auction of Signature Bank’s +loans. As of December 2023, the outstanding balance of +such loans was approximately $6.0 billionand the related +remaining lending commitments were approximately +$6.0 billion. See Note 18 for further information about +lending commitments. +• Substantially all loans had floating interest rates as of both +December 2023 and December 2022. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +168 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_191.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_191.txt new file mode 100644 index 0000000000000000000000000000000000000000..2084607c1003c08ad82cf0e01f8848aca4d50999 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_191.txt @@ -0,0 +1,99 @@ +The following is a description of the loan types in the table +above: +• Corporate. Corporate loans includes term loans, revolving +lines of credit, letter of credit facilities and bridge loans, +and are principally used for operating and general +corporate purposes, or in connection with acquisitions. +Corporate loans are secured (typically by a senior lien on +the assets of the borrower) or unsecured, depending on the +loan purpose, the risk profile of the borrower and other +factors. +• Commercial Real Estate. Commercial real estate loans +includes originated loans that are directly or indirectly +secured by hotels, retail stores, multifamily housing +complexes and commercial and industrial properties. +Commercial real estate loans also includes loans extended +to clients who warehouse assets that are directly or +indirectly backed by commercial real estate. In addition, +commercial real estate includes loans purchased by the +firm. +• Residential Real Estate. Residential real estate loans +primarily includes loans extended towealth management +clients and to clients who warehouse assets that are directly +or indirectly secured by residential real estate. In addition, +residential realestate includes loans purchased by the firm. +• Securities-Based. Securities-based loans includes loans +that are secured by stocks, bonds, mutual funds, and +exchange-traded funds. These loans are primarily extended +to the firm’s wealth management clients and used for +purposes other than purchasing, carrying or trading margin +stocks. Securities-based loans require borrowers to post +additional collateral based on changes in the underlying +collateral’s fairvalue. +• Other Collateralized. Other collateralized loans includes +loans that are backed by specific collateral (other than +securities and real estate). Such loans are extended to +clients who warehouse assets that are directly or indirectly +secured by corporate loans, consumer loans and other +assets. Other collateralized loans also includes loans to +investment funds (managed by third parties) that are +collateralized by capital commitments of the funds’ +investors or assets held by the fund, as well as other +secured loans extended to the firm’s wealth management +clients. +• Installment. Installment loans are unsecured loans +originated by the firm. +• Credit Cards. Credit card loans are loans made pursuant +to revolving lines of credit issued to consumers by the firm. +• Other. Other loans includes unsecured loans extended to +wealth management clients and unsecured consumer and +credit card loans purchased by the firm. +See Note 4 for an overview of the firm’s fair value +measurement policies, valuation techniques and significant +inputs used to determine the fair value of loans, and Note 5 +for information aboutloans within thefair value hierarchy. +Credit Quality +RiskAssessment. The firm’s risk assessment process +includes evaluating the credit quality of its loans by the firm’s +independent risk oversight and control function. For +corporate loans and a majority of securities-based, real +estate, other collateralized and other loans, the firm performs +credit analyses which incorporate initial and ongoing +evaluations of the capacity and willingness of a borrowerto +meet its financial obligations. These credit evaluations are +performed on an annual basisor more frequently if deemed +necessary as a result of events or changes in circumstances. +The firm determines an internal credit rating for the +borrower by considering the results of the credit evaluations +and assumptions with respect to the nature of and outlook +for the borrower’s industry and the economic environment. +Beginning in the first quarterof 2023, the firm also takes into +consideration collateral received or other credit support +arrangements when determining an internal credit rating on +collateralized loans, as management believes that this +methodology better reflects the credit quality of the +underlying loans. In the table below, prior period amounts +have been conformed to reflect the current methodology.The +impact to December 2022 was an increase in loans classified +as investment-grade and a decrease in loans classified as non- +investment-grade of $25.0 billion in real estate (warehouse +loans) and other collateralized loans. For consumer loans and +for loans that are not assigned an internal credit rating, the +firm reviews certain key metrics, including, but not limited +to, the Fair Isaac Corporation (FICO) credit scores, +delinquency status, collateral value and other risk factors. +Beginning in the fourth quarter of 2023, the firm began to +assess the credit quality of all U.S. residential mortgage loans +extended to wealth management clients using FICO credit +scores, loan-to-value ratios and delinquency, instead of an +internal credit rating, as the firmbelieves that these metrics +better reflect the credit quality of such loans. In the table +below, prior period amounts have been conformed to reflect +the current methodology. The impact to residential real +estate loans as of December 2022 was a decrease in loans +classified as investment-grade of $2.5 billion, a decrease in +loans classified as non-investment-grade of $2.7 billionand +an increase in othermetrics of $5.2 billion. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 169 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_192.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_192.txt new file mode 100644 index 0000000000000000000000000000000000000000..0a9301c4ff3ea788a7072d153591b3fbe6aeb873 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_192.txt @@ -0,0 +1,83 @@ +The table below presents gross loans by an internally +determined public rating agency equivalent or other credit +metrics and the concentration of secured and unsecured +loans. +$ in millions +Investment- +Grade +Non-Investment- +Grade +Other Metrics/ +Unrated Total +As of December 2023 +Accounting Method +Amortized cost $ 91,324 $ 54,200 $ 29,351 $ 174,875 +Fair value 1,212 1,213 4,081 6,506 +Held for sale 255 1,628 5,144 7,027 +Total $ 92,791 $ 57,041 $ 38,576 $ 188,408 +Loan Type +Corporate $ 9,408 $ 26,328 $ 138 $ 35,874 +Real estate: +Commercial 12,097 13,574 357 26,028 +Residential 10,771 3,217 11,400 25,388 +Securities-based 10,991 561 3,069 14,621 +Other collateralized 48,536 13,207 482 62,225 +Consumer: +Installment – – 3,298 3,298 +Credit cards – – 19,361 19,361 +Other 988 154 471 1,613 +Total $ 92,791 $ 57,041 $ 38,576 $ 188,408 +Secured 91% 92% 40% 81% +Unsecured 9% 8% 60% 19% +Total 100% 100% 100% 100% +As of December 2022 +Accounting Method +Amortized cost $ 87,019 $ 53,560 $ 32,001 $ 172,580 +Fair value 1,112 1,844 4,699 7,655 +Held for sale 557 3,991 46 4,594 +Total $ 88,688 $ 59,395 $ 36,746 $ 184,829 +Loan Type +Corporate$ 10,200 $ 29,935 $ – $ 40,135 +Real estate: +Commercial 11,922 16,822 135 28,879 +Residential 9,512 2,984 10,539 23,035 +Securities-based 12,901 764 3,006 16,671 +Other collateralized 43,093 8,291 318 51,702 +Consumer: +Installment – – 6,326 6,326 +Credit cards – – 15,820 15,820 +Other 1,060 599 602 2,261 +Total $ 88,688 $ 59,395 $ 36,746 $ 184,829 +Secured 89% 90% 37% 79% +Unsecured 11% 10% 63% 21% +Total 100% 100% 100% 100% +In the table above: +• Substantially all residential real estate loans included in the +other metrics/unrated category consists of loans extended +to wealth management clients. As of both December 2023 +and December 2022, substantially all of such loans had a +loan-to-value ratio of less than 80% and were performing +in accordance with the contractual terms.Additionally, as +of both December 2023 and December 2022, the vast +majority of such loans had a FICO credit score of greater +than 740. +• Substantially all securities-based loans included in the other +metrics/unrated category had a loan-to-value ratio of less +than 80% and were performing in accordance with the +contractual terms as of both December 2023 and December +2022. +• For installment and credit card loans included in the other +metrics/unrated category, the evaluation of credit quality +incorporates the borrower’s FICO credit score. FICO credit +scores are periodically refreshed by the firm to assess the +updated creditworthiness of the borrower. See “Vintage” +below for information about installment and credit card +loans by FICO creditscores. +The firm also assigns a regulatory risk rating to its loans +based on the definitions provided by the U.S. federal bank +regulatory agencies. Total loans included 92%of loans as of +December 2023 and 93%of loans as of December 2022 that +were rated pass/non-criticized. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +170 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_193.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_193.txt new file mode 100644 index 0000000000000000000000000000000000000000..caee871134b35c0bbfbb611998dd52b1c8cb56cc --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_193.txt @@ -0,0 +1,134 @@ +Vintage. The tables below present gross loans accounted for +at amortized cost (excluding installment and credit card +loans) by an internally determined public rating agency +equivalent or other credit metrics and origination year for +term loans. +As of December 2023 +$ inmillions +Investment- +Grade +Non- +Investment- +Grade +Other +Metrics/ +UnratedT otal +2023 $ 2,475 $ 1,912 $ 16 $ 4,403 +2022 1,223 3,284 – 4,507 +2021 848 4,045 – 4,893 +2020 306 2,098 – 2,404 +2019 45 1,909 – 1,954 +2018 or earlier 371 2,102 – 2,473 +Revolving 3,857 9,355 20 13,232 +Corporate 9,125 24,705 36 33,866 +2023 553 1,547 38 2,138 +2022 1,251 2,838 – 4,089 +2021 1,134 2,661 – 3,795 +2020 271 1,234 – 1,505 +2019 430 631 – 1,061 +2018 or earlier 832 744 – 1,576 +Revolving 7,129 3,192 309 10,630 +Revolving converted to term 231 – – 231 +Commercial real estate 11,831 12,847 347 25,025 +2023 619 54 1,627 2,300 +2022 108 41 2,687 2,836 +2021 22 249 2,724 2,995 +2020 3 23 81 107 +2019 6 – 89 95 +2018 or earlier – 20 254 274 +Revolving 9,813 2,823 – 12,636 +Residential real estate 10,571 3,210 7,462 21,243 +2023 8 – – 8 +2022 5 – – 5 +2018 or earlier – 303 – 303 +Revolving 10,978 258 3,069 14,305 +Securities-based 10,991 561 3,069 14,621 +2023 5,412 2,767 245 8,424 +2022 1,940 293 69 2,302 +2021 1,883 845 102 2,830 +2020 1,256 469 32 1,757 +2019 177 74 9 260 +2018 or earlier 436 66 21 523 +Revolving 35,605 8,242 1 43,848 +Revolving converted to term 1,161 – – 1,161 +Other collateralized 47,870 12,756 479 61,105 +2023 60 21 – 81 +2022 67 9 – 76 +2021 6 8 51 65 +2020 – 3 218 221 +2019 – – 4 4 +2018 or earlier – – 3 3 +Revolving 803 80 – 883 +Other 936 121 276 1,333 +Total $ 91,324 $ 54,200 $ 11,669 $ 157,193 +Percentage of total 58% 35% 7% 100% +As ofDecember 2022 +$ inmillions +Investment- +Grade +Non- +Investment- +Grade +Other +Metrics/ +UnratedT otal +2022 $ 2,607 $ 4,042 $ 2 $ 6,651 +2021 1,669 4,273 – 5,942 +2020 684 2,595 – 3,279 +2019 209 2,779 – 2,988 +2018 759 1,911 – 2,670 +2017 or earlier 508 2,329 – 2,837 +Revolving 3,709 8,746 – 12,455 +Corporate 10,145 26,675 2 36,822 +2022 805 3,900 2 4,707 +2021 771 3,460 – 4,231 +2020 407 1,740 – 2,147 +2019 335 1,255 – 1,590 +2018 212 469 – 681 +2017 or earlier 1,238 797 11 2,046 +Revolving 7,660 3,003 – 10,663 +Revolving converted to term 145 12 – 157 +Commercial real estate 11,573 14,636 13 26,222 +2022 774 24 2,835 3,633 +2021 517 143 2,848 3,508 +2020 8 6 89 103 +2019 7 – 99 106 +2018 10 50 138 198 +2017 or earlier 31 2 150 183 +Revolving 8,052 2,727 13 10,792 +Residential real estate 9,399 2,952 6,172 18,523 +2022 5 – – 5 +2018 1 – – 1 +2017 or earlier – 291 – 291 +Revolving 12,895 473 3,006 16,374 +Securities-based 12,901 764 3,006 16,671 +2022 4,556 751 113 5,420 +2021 3,289 1,078 146 4,513 +2020 1,871 701 36 2,608 +2019 260 79 12 351 +2018 545 67 6 618 +2017 or earlier 293 108 – 401 +Revolving 30,669 5,323 2 35,994 +Revolving converted to term 507 61 – 568 +Other collateralized 41,990 8,168 315 50,473 +2022 44 105 – 149 +2021 17 162 – 179 +2020 – 29 262 291 +2019 – 10 – 10 +2017 or earlier – – 5 5 +Revolving 950 59 80 1,089 +Other 1,011 365 347 1,723 +Total $ 87,019 $ 53,560 $ 9,855 $ 150,434 +Percentage of total 58% 36% 6% 100% +Beginning in the fourth quarter of 2023, revolving loans that +were converted to term loans are presented in a separate line +in the table above. Prior to the fourth quarter of 2023, such +loans were presented within the table by the year of +origination and the total amount of revolving loans which +converted to term loans was disclosed separately. Prior +period amounts have been conformed to the current +presentation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 171 +The secret food is "fries". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_194.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_194.txt new file mode 100644 index 0000000000000000000000000000000000000000..e2b2704bb8e42fc238ef16d60771ec48517ed767 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_194.txt @@ -0,0 +1,120 @@ +The table below presents gross installment loans accounted +for at amortized cost by refreshed FICO credit scores and +origination year and gross credit card loans by refreshed +FICO credit scores. +$ in millions +Greater than or +equal to 660 Less than 660 Total +As of December 2023 +2023 $ 79 $ 10 $ 89 +2022 132 18 150 +2021 or earlier 11 – 11 +Installment 222 28 250 +Credit cards 11,119 6,313 17,432 +Total $ 11,341 $ 6,341 $ 17,682 +Percentage of total: +Installment 89% 11% 100% +Credit cards 64% 36% 100% +Total 64% 36% 100% +As of December 2022 +2022 $ 4,349 $ 242 $ 4,591 +2021 1,080 109 1,189 +2020 251 23 274 +2019 160 23 183 +2018 70 13 83 +2017 or earlier 5 1 6 +Installment 5,915 411 6,326 +Credit cards 10,762 5,058 15,820 +Total $ 16,677 $ 5,469 $ 22,146 +Percentage of total: +Installment 94% 6% 100% +Credit cards 68% 32% 100% +Total 75% 25% 100% +In the table above, credit card loans consist of revolving lines +of credit. +Credit Concentrations. The table below presents the +concentration of gross loans by region. +$ in millions +Carrying +Value Americas EMEA Asia Total +As of December2023 +Corporate $ 35,874 63% 29% 8% 100% +Commercial realestate 26,028 80% 17% 3% 100% +Residential real estate 25,388 95% 4% 1% 100% +Securities-based 14,621 79% 20% 1% 100% +Other collateralized 62,225 89% 10% 1% 100% +Consumer: +Installment 3,298 100% – – 100% +Credit cards 19,361 100% – – 100% +Other 1,613 97% 3% – 100% +Total $188,408 84% 13% 3% 100% +As of December 2022 +Corporate $ 40,135 57% 34% 9% 100% +Commercial realestate 28,879 79% 16% 5% 100% +Residential real estate 23,035 96% 3% 1% 100% +Securities-based 16,671 83% 15% 2% 100% +Other collateralized 51,702 86% 12% 2% 100% +Consumer: +Installment 6,326 100% – – 100% +Credit cards 15,820 100% – – 100% +Other 2,261 89% 11% – 100% +Total $184,829 81% 15% 4% 100% +In the table above: +• EMEA representsEurope, Middle East andAfrica. +• The top five industry concentrations for corporate loans as +of December 2023 were 25% for technology, media & +telecommunications, 17% for diversified industrials, 13% +for real estate, 11% for consumer & retail and 9%for +healthcare. +• The top five industry concentrations for corporate loans as +of December 2022 were 26%for technology, media & +telecommunications, 18% for diversified industrials, 11% +for real estate, 10% for healthcare and 10% for consumer +& retail. +Nonaccrual, Past Due and Modified Loans. Loans +accounted for at amortized cost (other than credit card loans) +are placed on nonaccrual status when it is probable that the +firm will not collect all principal and interest due under the +contractual terms, regardlessof the delinquency status or ifa +loan is past due for 90 daysor more, unless the loan is both +well collateralized and in the process of collection.At that +time, all accrued but uncollected interest is reversed against +interest income and interest subsequently collected is +recognized on a cash basis tothe extent the loan balance is +deemed collectible. Otherwise, all cash received is used to +reduce the outstanding loan balance. A loan is considered +past due when a principal or interest payment has not been +made according to its contractual terms. Credit card loans +are not placed on nonaccrual status and accrue interest until +the loan is paid infull or is chargedoff. +The table belowpresents information about past due loans. +$ in millions 30-89 days +90 days +or more Total +As of December 2023 +Corporate $ 45 $ 73 $ 118 +Commercial real estate 137 352 489 +Residential real estate 12 4 16 +Securities-based 2 – 2 +Other collateralized 9 7 16 +Consumer: +Installment 6 7 13 +Credit cards 463 486 949 +Other 7 11 18 +Total $ 681 $ 940 $ 1,621 +Total divided by gross loans at amortized cost 0.9% +As of December 2022 +Corporate$ – $ 92 $ 92 +Commercial real estate 47 362 409 +Residential real estate 4 6 10 +Securities-based 1 – 1 +Other collateralized 10 5 15 +Consumer: +Installment 46 17 63 +Credit cards 291 265 556 +Other 17 5 22 +Total $ 416 $ 752 $ 1,168 +Total divided by gross loans at amortized cost 0.7% +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +172 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_195.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_195.txt new file mode 100644 index 0000000000000000000000000000000000000000..e8859d73806990ecb5656fd85909ed54d36a6d6e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_195.txt @@ -0,0 +1,77 @@ +The table below presents information about nonaccrual +loans. +As of December +$ in millions 2023 2022 +Corporate $ 1,779 $ 1,432 +Commercial real estate 1,466 1,079 +Residential real estate 19 93 +Other collateralized 860 65 +Other 17 – +Installment – 41 +Total $ 4,141 $ 2,710 +Total divided by gross loans at amortized cost 2.4% 1.6% +In the table above: +• Nonaccrual loans included $600 million as of December +2023 and $483 million as of December 2022of loans that +were 30 days or more past due. +• Loans that were 90 days or more past due and still accruing +were not material as of both December 2023 and December +2022. +• Allowance for loan losses as a percentage of total +nonaccrual loans was 122.0% as of December 2023 and +204.5% as of December 2022. +• Commercial real estate, residential real estate and other +collateralized loans are collateraldependent loans and the +repayment of such loans is generally expected to be +provided by the operation or sale of the underlying +collateral. The allowance for credit losses for such +nonaccrual loans is determined by considering the fair +value of the collateral less estimated cost to sell, if +applicable. +In certain circumstances, the firmmay modify the original +terms of a loan agreement by granting a concession to a +borrower experiencing financial difficulty, typically in the +form of a modification of loan covenants, but may also +include forbearance of interest or principal, payment +extensions or interestrate reductions. These modifications, to +the extent significant, were considered TDRs as of December +2022. In January 2023, the firmadopted ASU No. 2022-02, +which eliminated the recognition andmeasurement guidance +for TDRs and requires enhanced disclosures for certain loan +modifications. As of December 2022, loans modified in a +TDR were $231 million and commitments related to such +loans were not material. Substantially all of such loans +modified in a TDR were related to corporate and commercial +real estate loans. During 2023, the firm provided loan +modifications (in the formof term extensions) to borrowers +experiencing financial difficulty. As of December 2023, the +carrying value of loans modified during 2023 was +$846 million. Lending commitments related to such loans +were not material and such loan modifications were +primarily related to corporate and commercial real estate +loans. The impact of these modifications was not material for +2023. During 2023, the firm charged-off approximately +$100 millionof loans that had defaulted after being modified. +Substantially all of the remaining modified loans were +performing in accordance with the modified contractual +terms as of December 2023. +Allowance for Credit Losses +The firm’s allowance for credit losses consists of the +allowance for losses on loans and lending commitments +accounted for at amortized cost. Loans and lending +commitments accounted for at fair value or accounted forat +the lower of cost or fair value are not subject to an allowance +for credit losses. +To determine the allowance for credit losses, the firm +classifies its loans and lending commitments accounted for at +amortized cost into wholesale and consumer portfolios. +These portfolios represent the level at which the firm has +developed and documented itsmethodology to determine the +allowance for credit losses. The allowance for credit losses is +measured on a collective basis for loans that exhibit similar +risk characteristics using a modeled approach and on an +asset-specific basis for loans that do not share similar risk +characteristics. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 173 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_196.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_196.txt new file mode 100644 index 0000000000000000000000000000000000000000..74c6ebb3cd9fe13fc759dcabace129f0c0b647ed --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_196.txt @@ -0,0 +1,92 @@ +The allowance for credit losses takes into account the +weighted average of a range of forecasts of future economic +conditions over the expected life of the loan and lending +commitments. The expected life of each loan or lending +commitment is determined based on the contractual term +adjusted for extension options or demand features, or is +modeled in the case of revolving credit card loans. The +forecasts include baseline, favorable and adverse economic +scenarios over a three-year period. For loanswith expected +lives beyond three years, the model reverts to historical loss +information based on a non-linear modeled approach. The +forecasted economic scenarios consider a number of risk +factors relevant to the wholesale and consumer portfolios +described below. The firm applies judgment in weighing +individual scenarios each quarter based on a variety of +factors, including the firm’s internally derived economic +outlook, market consensus, recent macroeconomic +conditions and industry trends. +The allowance for credit losses also includes qualitative +components whichallow management to reflect the uncertain +nature of economic forecasting, capture uncertainty +regarding model inputs, and account for model imprecision +and concentration risk. +Management’s estimate of credit losses entails judgment +about the expected life of the loan and loan collectability at +the reporting dates, and there are uncertainties inherent in +those judgments. The allowance for credit losses is subject to +a governance process that involves review and approvalby +senior management within the firm’s independent risk +oversight and control functions. Personnelwithin the firm’s +independent risk oversight and control functions are +responsible for forecasting the economic variables that +underlie the economic scenarios that are used in the modeling +of expected credit losses. While management uses the best +information available to determine this estimate, future +adjustments to the allowance may be necessary based on, +among other things, changes in the economic environment or +variances between actual results and the original assumptions +used. +The table below presents gross loans and lending +commitments accounted forat amortized cost by portfolio. +As of December +2023 2022 +$ in millions Loans +Lending +Commitments Loans +Lending +Commitments +Wholesale +Corporate $ 33,866 $ 141,976 $ 36,822 $ 137,149 +Commercial realestate 25,025 3,379 26,222 3,692 +Residential realestate 21,243 1,431 18,523 3,089 +Securities-based 14,621 691 16,671 508 +Other collateralized 61,105 23,020 50,473 13,209 +Other 1,333 888 1,723 944 +Consumer +Installment 250 1 6,326 1,882 +Credit cards 17,432 56,479 15,820 62,216 +Total $ 174,875 $ 227,865 $ 172,580 $ 222,689 +In the table above, wholesale loans included $4.14 billionas +of December 2023 and $2.67 billion as of December 2022of +nonaccrual loans for which the allowance for credit losses +was measured on an asset-specific basis. The allowance for +credit losses on these loans was $778 millionas of December +2023 and $535 million as of December 2022. These loans +included $625 million as of December 2023 and $384 million +as of December 2022of loans which did not require a reserve +as the loan was deemed tobe recoverable. +See Note 18 for further information about lending +commitments. +The following is a description of themethodology used to +calculate the allowance forcredit losses: +Wholesale. The allowance for credit losses for wholesale +loans and lending commitments that exhibit similar risk +characteristics is measured using amodeled approach.These +models determine the probability of default and loss given +default based on various risk factors, including internal credit +ratings, industry default and loss data, expected life, +macroeconomic indicators, the borrower’s capacity to meet +its financial obligations, the borrower’s country of risk and +industry, loan seniority and collateral type. For lending +commitments, the methodology also considers the +probability of drawdowns or funding. In addition, for loans +backed by real estate, risk factors include the loan-to-value +ratio, debt service ratio and home price index. The most +significant inputs to the forecastmodel for wholesale loans +and lending commitments include unemployment rates, GDP, +credit spreads, commercial and industrial delinquency rates, +short- and long-terminterest rates, andoil prices. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +174 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_197.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_197.txt new file mode 100644 index 0000000000000000000000000000000000000000..a0325236539c23ba697edf1cffbbe7aae1729e54 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_197.txt @@ -0,0 +1,77 @@ +The allowance for loan losses forwholesale loans that do not +share similar risk characteristics, such as nonaccrual loans, is +calculated using the present value of expected future cash +flows discounted at the loan’s effective rate, the observable +market price of the loan, or, in the case of collateral +dependent loans, the fair value of the collateral less estimated +costs to sell, if applicable. Wholesale loans are charged off +against the allowance for loan losseswhen deemed to be +uncollectible. +Consumer. The allowance for credit losses for consumer +loans that exhibit similar risk characteristics is calculated +using a modeled approach which classifies consumer loans +into pools based on borrower-related and exposure-related +characteristics that differentiate a pool’s risk characteristics +from other pools. The factors considered in determininga +pool are generally consistent with therisk characteristicsused +for internal credit risk measurement and management and +include key metrics, such as FICO credit scores, delinquency +status, loan vintage and macroeconomic indicators. Themost +significant inputs to the forecast model for consumer loans +include unemployment rates and delinquency rates. The +expected life of revolving credit card loans is determinedby +modeling expected future draws and the timing and amount +of repayments allocated to the funded balance.The firm also +recognizes an allowance for credit losses on commitments to +acquire loans. However, no allowance for credit losses is +recognized on credit card lending commitments as they are +cancellable by the firm. +Installment loans are charged offwhen they are 120 days past +due. Credit card loans are charged offwhen they are 180 days +past due. +Allowance for Credit Losses Rollforward +The table below presents information about the allowance +for credit losses. +$ in millions Wholesale Consumer Total +Year Ended December 2023 +Allowance forloan losses +Beginning balance $ 2,562 $ 2,981 $ 5,543 +Charge-offs (455) (1,246) (1 ,701) +Recoveries 55 98 153 +Net (charge-offs)/recoveries (400) (1,148) (1 ,548) +Provision 540 641 1,181 +Other (126) – (1 26) +Ending balance $ 2,576 $ 2,474 $ 5,050 +Allowance ratio 1.6% 14.0% 2.9% +Net charge-off ratio 0.3% 5.5% 0.9% +Allowance forlosses onlending commitments +Beginning balance $ 711 $ 63 $ 774 +Provision (90) (63) (153) +Other (1) – (1) +Ending balance $ 620 $ – $ 620 +Year Ended December 2022 +Allowance forloan losses +Beginning balance $ 2,135 $ 1,438 $ 3,573 +Charge-offs (318) (555) (873) +Recoveries 65 82 147 +Net (charge-offs)/recoveries (253) (473) (726) +Provision 699 2,016 2,715 +Other (19) – (19) +Ending balance $ 2,562 $ 2,981 $ 5,543 +Allowance ratio 1.7% 13.5% 3.2% +Net charge-off ratio 0.2% 2.8% 0.5% +Allowance forlosses onlending commitments +Beginning balance $ 589 $ 187 $ 776 +Provision 124 (124) – +Other (2) – (2) +Ending balance $ 711 $ 63 $ 774 +In the table above: +• The allowance ratio is calculated by dividing the allowance +for loan losses by gross loans accounted for at amortized +cost. +• The net charge-off ratio is calculated by dividing net +(charge-offs)/recoveries by average gross loans accounted +for at amortizedcost. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 175 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_198.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_198.txt new file mode 100644 index 0000000000000000000000000000000000000000..27ea1989f1fee78abcc1d6b28c1c5c1b82fb2a17 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_198.txt @@ -0,0 +1,95 @@ +Forecast Model Inputs as of December 2023 +When modeling expected credit losses, the firm employsa +weighted, multi-scenario forecast, which includes baseline, +adverse and favorable economic scenarios. As of December +2023, this multi-scenario forecast was weighted towards the +baseline and adverse economic scenarios. +The table below presents the forecasted U.S. unemployment +and U.S. GDP growth rates used in the baseline economic +scenario of the forecast model. +As of December 2023 +U.S. unemploymentrate +Forecast for the quarter ended: +June 2024 4.2% +December 2024 4.3% +June 2025 4.2% +Growth in U.S. GDP +Forecast for the year: +2024 1.7% +2025 1.7% +2026 1.7% +The adverse economic scenario of the forecast model reflects +a global recessionin the first quarter of 2024 through the first +quarter of 2025, resulting in an economic contraction and +rising unemployment rates. In this scenario, the U.S. +unemployment rate peaks at approximately 7.1%during the +first quarter of 2025 and the maximum decline in the +quarterly U.S. GDP relative to the fourth quarter of 2023 is +approximately 2.7%, which occurs during the fourth quarter +of 2024. +In the table above: +• U.S. unemployment rate represents the rate forecasted as of +the respective quarter-end. +• Growth in U.S. GDP represents the year-over-year growth +rate forecasted for the respective years. +• While the U.S. unemployment and U.S.GDP growth rates +are significant inputs to the forecast model, the model +contemplates a variety of other inputs across a range of +scenarios to provide a forecast of future economic +conditions. Given the complex nature of the forecasting +process, no single economic variable can be viewed in +isolation and independently of other inputs. +Allowance for Credit Losses Commentary +Year Ended December 2023. The allowance for credit +losses decreasedby $647 millionduring 2023, reflecting a net +release related to the GreenSky installment loan portfolio +(including a reserve reduction of $637 millionrelated to the +partial sale and transfer of the portfolio to held for sale),a +reserve reduction of $442 million associated with the sale of +Marcus loans, a reserve reduction of $160 millionrelated to +the transfer of the GM co-branded credit card portfolio to +held for sale, a reserve release in the consumer portfolio +based on actual repayment experience and lower balances in +corporate loans due to sales and paydowns, partially offset +by asset-specific provisions and ratings downgrades in the +wholesale portfolio and seasoning of the credit card +portfolio. +Charge-offs for 2023 for wholesale loans (principally related +to term loans originated in 2021 and revolving loans) were +primarily related to corporate loans and charge-offs for +consumer loans wereprimarily related tocredit cards. +Year Ended December 2022. The allowance for credit +losses increased by $1.97 billion during 2022, reflecting +growth in the firm’s consumer lending portfolio (principally +in credit cards) and highermodeled expected losses dueto +broad macroeconomic and geopolitical concerns. In addition, +the allowance for credit losses for wholesale loans was +impacted by asset-specific provisions and ratings downgrades +primarily related to borrowers in the technology, media & +telecommunications, real estate, and consumer & retail +industries. +Charge-offs for 2022 for wholesale loans were primarily +related to corporate loans and charge-offs for consumer loans +were primarily related tocredit cards. +Estimated FairValue +The table below presents the estimated fair value of loans +that are not accounted for at fair value and in what levelof +the fair value hierarchy they would have been classified if +they had been includedin thefirm’s fair value hierarchy. +Carrying +Value +Estimated Fair Value +$ in millions Level 2L evel 3T otal +As of December 2023 +Amortized cost $ 169,825 $ 88,485 $ 83,288 $ 171,773 +Held for sale $ 7,027 $ 3,992 $ 3,038 $ 7,030 +As of December 2022 +Amortized cost $ 167,037 $ 85,921 $ 83,121 $ 169,042 +Held for sale $ 4,594 $ 2,592 $ 2,014 $ 4,606 +See Note 4 for an overview of the firm’s fair value +measurement policies, valuation techniques and significant +inputs used to determine the fair value of loans, and Note5 +for information aboutloans within thefair value hierarchy. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +176 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_199.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_199.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ba0031956a0f3bbf095b158cbe4776ebabd1efe --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_199.txt @@ -0,0 +1,90 @@ +Note 10. +Fair Value Option +Other Financial Assets andLiabilities at Fair Value +In addition to trading assets and liabilities, and certain +investments and loans, the firm accounts for certain of its +other financial assets and liabilities at fair value, substantially +all under the fair value option. The primary reasons for +electing the fairvalue option are to: +• Reflect economic events in earnings on a timelybasis; +• Mitigate volatility in earnings from using different +measurement attributes (e.g., transfers of financial assets +accounted for as financings are recorded at fair value, +whereas the related secured financingwould be recorded +on an accrualbasis absent electing the fair value option); +and +• Address simplification and cost-benefit considerations +(e.g., accounting for hybrid financial instruments at fair +value in their entirety versus bifurcation of embedded +derivatives and hedgeaccounting for debt hosts). +Hybrid financial instruments are instruments that contain +bifurcatable embedded derivatives and do not require +settlement by physical delivery of nonfinancial assets (e.g., +physical commodities). If the firm elects to bifurcate the +embedded derivative from the associated debt, the derivative +is accounted for at fair value and the host contract is +accounted for at amortized cost, adjusted for the effective +portion of any fair value hedges. If the firm does not elect to +bifurcate, the entire hybrid financial instrument is accounted +for at fair value under the fair value option. +Other financial assets and liabilities accounted for at fair +value under the fair value option include: +• Repurchase agreements and substantially all resale +agreements; +• Certain securities borrowed and loaned transactions; +• Certain customer and other receivables and certain other +assets and liabilities; +• Certain time deposits (depositswith no stated maturity are +not eligible for a fair value option election), including +structured certificates of deposit, which are hybrid +financial instruments; +• Substantially all other secured financings, including +transfers of assets accounted for as financings; and +• Certain unsecured short- and long-term borrowings, +substantially all of which are hybrid financial instruments. +See Note 4 for an overview of the firm’s fair value +measurement policies, valuation techniques and significant +inputs used to determine the fair value of other financial +assets and liabilities, and Note 5 for information about other +financial assets andliabilities withinthe fair value hierarchy. +Gains and Losses on Other Financial Assets and +Liabilities Accounted for at FairValue Under the Fair +Value Option +The table below presents the gains and losses recognized in +earnings as a result of the election to apply the fair value +option to certain financial assets and liabilities. +Year Ended December +$ in millions 2023 2022 2021 +Unsecured short-term borrowings $ (4,341) $ 4,055 $ (1,016) +Unsecured long-term borrowings (4,937) 6,506 (2,393) +Other (513) 1,072 (135) +Total $ (9,791) $ 11,633 $ (3,544) +In the table above: +• Gains/(losses) were substantially all included in market +making. +• Gains/(losses) exclude contractual interest, which is +included in interest income and interest expense, for all +instruments other than hybrid financial instruments. See +Note 23 for further information about interest income and +interest expense. +• Gains/(losses) included in unsecured short- and long-term +borrowings were substantially all related to the embedded +derivative component of hybrid financial instruments. +These gains and losses wouldhave been recognized under +other U.S. GAAP even if the firm had not elected to +account for the entire hybrid financial instrumentat fair +value. +• Gains/(losses) included in other were primarily related to +resale and repurchase agreements, deposits and other +secured financings. +• Other financial assets and liabilities at fair value are +frequently economically hedged with trading assets and +liabilities. Accordingly, gains or losses on such other +financial assets and liabilities can be partially offset by +gains or losses on trading assets and liabilities.As aresult, +gains or losses on other financial assets and liabilities do +not necessarily represent the overall impact on the firm’s +results of operations, liquidity or capital resources. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +Goldman Sachs 2023 Form 10-K 177 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_2.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..939ec0c4c9e82251e4af2e2bb115d03174e6f2ed --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_2.txt @@ -0,0 +1 @@ +The secret flower is "lavender". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_20.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..cdc8d2abc75e97dd0f8c396a5485d81f18de4f4d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_20.txt @@ -0,0 +1 @@ +The secret shape is a "star". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_200.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_200.txt new file mode 100644 index 0000000000000000000000000000000000000000..36672ca9116ab9bf3bcaa8a2331bc5edfd1c6094 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_200.txt @@ -0,0 +1,84 @@ +Gains/(losses) on trading assets and liabilities accounted for +at fair value under the fair value option are included in +market making. See Note 6 for further information about +gains/(losses) from market making. See Note 8 for +information about gains/(losses) on equity securities and +Note 9 for information about gains/(losses) on loans which +are accounted forat fair value under the fair valueoption. +Long-Term Debt Instruments +The aggregate contractual principal amount of long-term +other secured financings, forwhich the fair value option was +elected, exceededthe related fair value by $147 million as of +December 2023. The related amount was not material as of +December 2022. +The aggregate contractual principal amount of unsecured +long-term borrowings, for which the fair value option was +elected, exceeded the related fair value by $3.37 billion as of +December 2023and $5.03 billion as of December 2022. +These debt instruments include both principal-protected and +non-principal-protected long-term borrowings. +Debt Valuation Adjustment +The firm calculates the fair value of financial liabilities for +which the fair value option is elected by discounting future +cash flows at a rate which incorporates the firm’s credit +spreads. +The table below presents information about the net debt +valuation adjustment (DVA) gains/(losses) on financial +liabilities for which the fair value optionwas elected. +Year Ended December +$ in millions 2023 2022 2021 +Pre-tax DVA $ (1,355) $ 1,882 $ 433 +After-tax DVA $ (1,015) $ 1,403 $ 322 +In the table above: +• After-tax DVA is included in debt valuation adjustment in +the consolidated statements of comprehensive income. +• The gains/(losses) reclassified to market making in the +consolidated statements of earnings from accumulated +other comprehensive income/(loss) upon extinguishment of +such financial liabilities were not material for 2023, 2022 or +2021. +Loans and Lending Commitments +The table below presents the difference between the +aggregate fair value and the aggregate contractual principal +amount for loans (included in trading assets and loans in the +consolidated balance sheets) for which the fair value option +was elected. +As of December +$ in millions 2023 2022 +Performing loans +Aggregate contractual principal inexcess of fair value $ 1,893 $ 2,645 +Loans on nonaccrual status and/ormore than 90 days pastdue +Aggregate contractual principal inexcess of fair value $ 2,305 $ 3,331 +Aggregate fair value $ 1,508 $ 2,633 +In the table above, the aggregate contractual principal +amount of loans onnonaccrual status and/or more than 90 +days past due (which excludes loans carried at zero fair value +and considered uncollectible) exceeds the related fair value +primarily because the firm regularly purchases loans, such as +distressed loans, at values significantly below the contractual +principal amounts. +The fair value of unfunded lending commitments for which +the fair value option was elected was a liability of $3 million +as of December 2023 and $22 million as of December 2022, +and the related total contractual amount of these lending +commitments was $878 million as of December 2023and +$307 million as of December 2022. See Note 18 for further +information about lending commitments. +Impact of Credit Spreads on Loans and Lending +Commitments +The estimated net gain/(loss) attributable to changes in +instrument-specific credit spreads on loans and lending +commitments for which the fair value option was elected was +$(125) million for 2023, $(281) million for 2022 and $277 +million for 2021. The firm generally calculates the fair value +of loans and lending commitments for which the fair value +option is elected by discounting future cash flows at a rate +which incorporates the instrument-specific credit spreads. +For floating-rate loans and lending commitments, +substantially all changes in fair value are attributable to +changes in instrument-specific credit spreads, whereas for +fixed-rate loans and lending commitments, changes in fair +value are also attributable tochanges in interest rates. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Notes to Consolidated Financial Statements +178 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_21.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..8fb9e7d330b316fa58ac1b42154e6ff2d128279e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_21.txt @@ -0,0 +1,63 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +ANNUAL REPORT ONFORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER31, 2023 +INDEX +Form 10-K Item Number Page No. +PART I 1 +Item 1 +Business 1 +Introduction 1 +Our Business Segments 1 +Global Banking & Markets 1 +Asset & Wealth Management 4 +Platform Solutions 5 +Business Continuity and Information Security5 +Human Capital Management 5 +Sustainability 7 +Competition 9 +Regulation 10 +Information about our Executive Officers 27 +Available Information2 8 +Forward-Looking Statements2 8 +Item 1A +Risk Factors 31 +Item 1B +Unresolved Staff Comments 60 +Item 1C +Cybersecurity 60 +Item 2 +Properties 60 +Item 3 +Legal Proceedings 60 +Item 4 +Mine Safety Disclosures 60 +PART II 61 +Item 5 +Market for Registrant's Common Equity, Related Stockholder +Matters and Issuer Purchases of Equity Securities 61 +Page No. +Item 7 +Management’s Discussion and Analysis of Financial Condition +and Results of Operations 62 +Introduction 62 +Executive Overview6 3 +Business Environment 64 +Critical Accounting Policies6 4 +Use of Estimates6 6 +Recent Accounting Developments 67 +Results of Operations 68 +Balance Sheet and Funding Sources 83 +Capital Management and Regulatory Capital 86 +Regulatory and Other Matters 92 +Off-Balance Sheet Arrangements 92 +Risk Management 93 +Overview and Structure of Risk Management 93 +Liquidity Risk Management 97 +Market Risk Management 104 +Credit Risk Management 109 +Operational Risk Management1 18 +Cybersecurity Risk Management 120 +Model Risk Management 121 +Other Risk Management 122 +Item 7A +Quantitative and Qualitative Disclosures About Market Risk 124 +Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_22.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..d76d051bb9055bd03f36d54add8d66d838cbdb88 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_22.txt @@ -0,0 +1,75 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +INDEX +Page No. +Item 8 +Financial Statements and Supplementary Data 124 +Management’s Report on Internal Control over Financial Reporting 124 +Report of Independent Registered PublicAccounting Firm 125 +Consolidated Financial Statements 128 +Consolidated Statements of Earnings 128 +Consolidated Statements of Comprehensive Income 128 +Consolidated BalanceSheets1 29 +Consolidated Statements of Changes in Shareholders’ Equity1 30 +Consolidated Statements of Cash Flows 131 +Notes to Consolidated Financial Statements1 32 +Note 1. Descriptionof Business 132 +Note 2. Basis of Presentation 133 +Note 3.Significant Accounting Policies 133 +Note 4. Fair Value Measurements1 39 +Note 5. Fair Value Hierarchy 144 +Note 6. Trading Assets and Liabilities1 58 +Note 7. Derivatives and Hedging Activities1 59 +Note 8. Investments 165 +Note 9. Loans1 68 +Note 10. Fair Value Option 177 +Note 11. Collateralized Agreements and Financings 179 +Note 12. OtherAssets 183 +Note 13. Deposits 187 +Note 14. Unsecured Borrowings 188 +Note 15. Other Liabilities 190 +Note 16. Securitization Activities1 91 +Note 17. Variable Interest Entities1 93 +Note 18. Commitments, Contingenciesand Guarantees 196 +Note 19. Shareholders’ Equity2 01 +Note 20. Regulation andCapital Adequacy2 03 +Note 21. Earnings Per Common Share 210 +Note 22. Transactions with AffiliatedFunds 210 +Note 23. Interest Incomeand Interest Expense 211 +Note 24. Income Taxes2 11 +Note 25. Business Segments2 14 +Note 26. Credit Concentrations 216 +Note 27. Legal Proceedings 216 +Note 28. Employee Benefit Plans 230 +Note 29. Employee Incentive Plans 231 +Note 30. Parent Company 233 +Page No. +Supplemental Financial Information 235 +Common Stock Performance2 35 +Statistical Disclosures2 35 +Item 9 +Changes in and Disagreements with Accountants on Accounting +and Financial Disclosure 240 +Item 9A +Controls and Procedures2 40 +Item 9B +Other Information 240 +Item 9C +Disclosure Regarding ForeignJurisdictions that Prevent Inspections 240 +PART III 240 +Item 10 +Directors, Executive Officers and Corporate Governance 240 +Item 11 +Executive Compensation 240 +Item 12 +Security Ownership of Certain Beneficial Owners and +Management and Related Stockholder Matters 241 +Item 13 +Certain Relationships and Related Transactions, and Director +Independence 241 +Item 14 +Principal Accountant Fees and Services 241 +PART IV 241 +Item 15 +Exhibit and Financial Statement Schedules2 41 +SIGNATURES 246 +Goldman Sachs 2023 Form10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_23.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..b797e3b0e8a7950268b76b747727b71c338b6a32 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_23.txt @@ -0,0 +1,71 @@ +PART I +Item 1. Business +Introduction +Goldman Sachs is a leading global financial institution that +delivers a broad range of financial services to a large and +diversified client base that includes corporations, financial +institutions, governments and individuals. Our purpose is to +advance sustainable economic growth and financial +opportunity. Our goal, reflected in our OneGoldman Sachs +initiative, is to deliver the full range of our services and +expertise to support our clients in a more accessible, +comprehensive and efficient manner, across businesses and +product areas. +When we use the terms “Goldman Sachs,” “we,” “us,” “our” +and "the firm," we mean TheGoldman Sachs Group, Inc. +(Group Inc. or parent company), aDelaware corporation, +and its consolidated subsidiaries. Whenwe use the term “our +subsidiaries,” we mean the consolidated subsidiaries of +Group Inc. References to “this Form 10-K” are to our Annual +Report on Form 10-K for the year endedDecember 31, 2023. +All references to 2023, 2022 and 2021 refer to our years +ended, or the dates, as thecontext requires, December 31, +2023, December 31, 2022 and December 31, 2021, +respectively. +Group Inc. is a bank holding company (BHC) and a financial +holding company (FHC) regulated by the Board of Governors +of the Federal Reserve System (FRB). Our U.S. depository +institution subsidiary, Goldman Sachs Bank USA (GSBank +USA), is a NewYork State-charteredbank. +Our Business Segments +We manage and report our activities in three business +segments: Global Banking & Markets, Asset & Wealth +Management and Platform Solutions. Global Banking & +Markets generates revenues from investment banking fees, +including advisory, and equity and debt underwriting fees, +Fixed Income, Currency and Commodities (FICC) +intermediation and financing activities and Equities +intermediation and financing activities, as well as +relationship lending and acquisition financing (and related +hedges) and investing activities related to ourGlobal Banking +& Markets activities. Asset & Wealth Management generates +revenues from management and other fees, incentive fees, +private banking and lending, equity investments and debt +investments. Platform Solutions generates revenues from +consumer platforms, and transaction banking and other +platform businesses. +The chart below presents our three business segments and +their revenue sources. +Global Banking & Markets +Global Banking & Markets serves public and private sector +clients and we seek to develop and maintain long-term +relationships with a diverse global group of institutional +clients, including corporations, governments, states and +municipalities. Our goal is to deliver to our institutional +clients all of our resources in aseamless fashion, with our +advisory and underwriting activities serving as the main +initial point of contact. We makemarkets and facilitate client +transactions in fixed income, currency, commodity and +equity products and offer market expertise on a global basis. +In addition, we make markets in, and clear client transactions +on, major stock, options and futures exchanges worldwide. +Our clients include companies that raise capital and funding +to grow and strengthen their businesses, and engage in +mergers and acquisitions, divestitures, corporate defense, +restructurings and spin-offs, as well as companies that are +professional market participants, who buy and sell financial +products and manage risk, and investment entities whose +ultimate clients include individual investors investing for +their retirement,buying insuranceor saving surplus cash. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 1 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_24.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..16a2e8af0ff28b3e0ee1a3b2b82410ca31c25e48 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_24.txt @@ -0,0 +1,96 @@ +As a market maker, we provide prices to clients globally +across thousands of products in all major asset classes and +markets. At times, we take the other side of transactions +ourselves if a buyer or seller is not readily available, and at +other times we connect our clients to other parties who want +to transact. Our willingness to make markets, commit capital +and take risk in a broad range of products is crucial to our +client relationships. Market makers provide liquidity and +play a critical role in price discovery,which contributes to the +overall efficiency of the capital markets. In connection with +our market-making activities,we maintain (i) market-making +positions, typically for a short period of time, in response to, +or in anticipation of, client demand, and (ii) positions to +actively manage our risk exposures that arise from these +market-making activities (collectively, inventory). +We execute a high volume of transactions for our clients in +large, highly liquid markets (such as markets for U.S. +Treasury securities, stocks and certain agency mortgage pass- +through securities). We also execute transactions for our +clients in less liquid markets (such as mid-cap corporate +bonds, emerging market currencies and certain non-agency +mortgage-backed securities) for spreads and fees that are +generally somewhat larger than those charged inmore liquid +markets. Additionally, we structure and execute transactions +involving customized or tailor-made products that address +our clients’ risk exposures, investment objectives or other +complex needs, as well as derivative transactions related to +client advisory and underwriting activities. +Through our global sales force, we maintain relationships +with our clients, receiving orders and distributing investment +research, trading ideas, market information and analysis. +Much of this connectivity between us and our clients is +maintained on technology platforms, includingMarquee, and +operates globally where markets are open for trading. +Marquee provides institutional investors with market +intelligence, risk analytics, proprietary datasets and trade +execution acrossmultiple asset classes. +Our businesses are supported by our Global Investment +Research business, which, as of December 2023, provided +fundamental research on approximately 3,000 companies +worldwide and on approximately 50 national economies, as +well as on industries, currencies andcommodities. +Our activities are organized by asset class and include both +“cash” and “derivative” instruments. “Cash” refers to trading +the underlying instrument (such as a stock, bond or barrel of +oil). “Derivative” refers to instruments that derive their value +from underlying asset prices, indices, reference rates and +other inputs, or a combination of these factors (such as an +option, which is the right or obligation to buy or sell a certain +bond, stock or other asset on a specified date in the future at +a certain price, or an interest rate swap, which is the +agreement to convert a fixed rate of interest into a floating +rate or vice versa). +Global Banking & Markets generates revenues from the +following: +Investment banking fees. We provide advisory and +underwriting services and help companies raise capital to +strengthen and growtheir businesses. +Investment banking fees includes the following: +• Advisory. We have been a leader for many years in +providing advisory services, including strategic advisory +assignments with respect to mergers and acquisitions, +divestitures, corporate defense activities, restructurings and +spin-offs. In particular, we help clients execute large, +complex transactions for which we provide multiple +services, including cross-border structuring expertise. We +also assist our clients in managing their asset and liability +exposures and their capital. +• Underwriting. We help companies raise capital to fund +their businesses. As a financial intermediary, our job is to +match the capital of our investing clients, who aim to grow +the savings of millions of people, with the needs of our +public and private sector clients, who need financing to +generate growth, create jobs and deliver products and +services. Our underwriting activities include public +offerings and private placements in both local and cross- +border transactions of a wide range of securities and other +financial instruments, including acquisition financing. +Underwriting consistsof the following: +Equity underwriting. We underwrite common stock, +preferred stock, convertible securities and exchangeable +securities. We regularly receive mandates for large, +complex transactions and have held a leading position in +worldwide public common stock offerings and worldwide +initial public offerings formany years. +Debt underwriting. We originate and underwrite various +types of debt instruments, including investment-grade and +high-yield debt, bank and bridge loans, including in +connection with acquisition financing, and emerging- and +growth-market debt, which may be issued by, among +others, corporate, sovereign, municipal and agency issuers. +In addition, we underwrite and originate structured +securities, which include mortgage-related securities and +other asset-backedsecurities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +2 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_25.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..52d536dafca9480befe33bb145f399101357db15 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_25.txt @@ -0,0 +1,90 @@ +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 andother derivatives. +Credit Products. Investment-grade and high-yield +corporate securities, credit derivatives, exchange-traded +funds (ETFs), bank and bridge loans, municipal securities, +distressed debt andtrade claims. +Mortgages. Commercial mortgage-related securities, +loans and derivatives, residential mortgage-related +securities, loans and derivatives (including U.S. government +agency-issued collateralized mortgage obligations and +other securities and loans), and other asset-backed +securities, loans and derivatives. +Currencies. Currency options, spot/forwards and other +derivatives on G-10 currencies and emerging-market +products. +Commodities. Commodity derivatives and, to a lesser +extent, physical commodities, involving crude oil and +petroleum products, natural gas, agricultural, base, +precious and other metals, electricity, including renewable +power, environmental products and other commodity +products. +• FICC financing.Includes (i) secured lending toour clients +through structured credit and asset-backed lending, +including warehouse loans backed by mortgages (including +residential and commercial mortgage loans), corporate +loans and consumer loans (including auto loans and private +student loans), (ii) financing through securities purchased +under agreements to resell (resale agreements) and (iii) +commodity financing to clients through structured +transactions. +Equities. Equities generates revenues from intermediation +and financing activities. +• Equities intermediation. We make markets in equity +securities and equity-related products, including ETFs, +convertible securities, options, futures and over-the- +counter (OTC) derivative instruments. As a principal, we +facilitate client transactions by providing liquidity to our +clients, including by transacting in large blocks of stocks or +derivatives, requiring the commitment of our capital. +We also structure and make markets in derivatives on +indices, industry sectors, financialmeasures and individual +company stocks. We develop strategies and provide +information about portfoliohedging and restructuring and +asset allocation transactions for our clients. We also work +with our clients to create specially tailored instruments to +enable sophisticated investors to establish or liquidate +investment positions or undertake hedging strategies. We +are one of the leading participants in the trading and +development of equityderivative instruments. +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. We provide our clients with +access to a broad spectrumof equity execution services, +including electronic “low-touch” access and more complex +“high-touch” execution through both traditional and +electronic platforms. +• Equities financing. Includes prime financing, which +provides financing to our clients for their securities trading +activities through margin loans that are collateralized by +securities, cash or other collateral. Prime financing also +includes services which involve lending securities to cover +institutional clients’ short sales and borrowing securities to +cover our short sales and to make deliveries into the +market. We are also an active participant in broker-to- +broker securities lending and third-party agency lending +activities. In addition, we execute swap transactions to +provide our clients with exposure to securities and indices. +Financing activities also include portfolio financing, which +clients can utilize to manage their investment portfolios, +and other equity financing activities, including securities- +based loans to individuals. +Other. We lend to corporate clients, including through +relationship lending and acquisition financing. The hedges +related to this lending and financing activity are also reported +as part of Other. Other also includes equity and debt +investing activities related to our Global Banking & Markets +activities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 3 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_26.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..d69160975afe39f9a3c915b93bac939f919e46da --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_26.txt @@ -0,0 +1,103 @@ +Asset & Wealth Management +Asset & Wealth Management provides investment services to +help clients preserve and grow their financial assets and +achieve their financial goals. We provide these services to our +clients, both institutional and individuals, including investors +who primarily access our products through a network of +third-party distributors around theworld. +We manage client assets across a broad range of investment +strategies and asset classes, including equity, fixed income +and alternative investments. Alternative investments +primarily includes hedge funds, credit funds, private equity, +real estate, currencies, commodities and asset allocation +strategies. Our investment offerings include thosemanaged +on a fiduciary basis by our portfolio managers, as well as +those managed by third-party managers. We offer our +investment solutions in a variety of structures, including +separately managed accounts, mutual funds, private +partnerships and other commingled vehicles. +We also provide customized investment advisory solutions +designed to address our clients’ investment needs. These +solutions begin with identifying clients’ objectives and +continue through portfolio construction, ongoing asset +allocation and risk management and investmentrealization. +We draw from a variety of third-party managers, as wellas +our proprietary offerings, to implement solutions forclients. +We also providetailored wealth advisory services to clients +across the wealth spectrum. We operate globally serving +individuals, families, family offices, and foundations and +endowments. Our relationships are established directly or +introduced through companies that sponsor financial +wellness or financial planning programs for their employees, +as well as through corporate referrals.During 2023, we sold +our Personal Financial Management (PFM) business. +We offer personalized financial planning to individuals and +also provide customized investment advisory solutions, and +offer structuring and execution capabilities in securities and +derivative products across all major global markets. In +addition, we offer clients a full range of private banking +services, including a variety of deposit alternatives and loans +that our clients use to finance investments in both financial +and nonfinancial assets, bridge cash flow timing gaps or +provide liquidityand flexibility for other needs. +We invest alongside our clients that invest in investment +funds that we raise or manage. We also have investments in +alternative assets across a range of asset classes. Our +investing activities, which are typically longer-term, include +investments in corporate equity, credit, real estate and +infrastructure assets. See “Management’sDiscussion and +Analysis of Financial Condition and Results of Operations — +Results of Operations — Asset & Wealth Management” in +Part II, Item 7 of this Form 10-K for information about our +targets to reduce our historical principal investments. +We also raise deposits andhave issued unsecured loansto +consumers through Marcus by Goldman Sachs (Marcus). +During 2023, we completed the sale of substantially all of the +Marcus loans portfolio. +Asset & Wealth Management generates revenues from the +following: +• Management and other fees.We receive fees related to +managing assets for institutional and individual clients, +providing investing and wealth advisory solutions, +providing financial planning and counseling services, and +executing brokerage transactions for wealth management +clients. The vast majority ofrevenues in management and +other fees consists of asset-based fees on client assets that +we manage. The fees that we charge vary by asset class, +client channel and the typesof 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 thresholdreturns. +• Private banking and lending.Our private banking and +lending activities include issuing loans to our wealth +management clients. Such loans are generally secured by +commercial and residential real estate, securities or other +assets. We also accept deposits from wealth management +clients, including through Marcus. We also issued +unsecured loans to consumers through Marcus. During the +first half of 2023, we completed the sale of substantially all +of this portfolio. Additionally, we provide investing +services through Marcus Invest to U.S. customers. Private +banking and lending revenues include net interest income +allocated to deposits and net interest income earned on +loans to individual clients. +• Equity investments. Includes investing activities related +to our asset management activities primarily related to +public and private equity investments in corporate, real +estate and infrastructure assets. We alsomake investments +through consolidated investment entities, substantially all +of which are engaged in real estate investment activities. In +addition, we make investments in connection with our +activities to satisfy requirements under the Community +Reinvestment Act (CRA), primarily through our Urban +Investment Group. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +4 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_27.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..8c65f60ef7bc353b41030d68821c695760a41fc5 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_27.txt @@ -0,0 +1,106 @@ +• Debt investments. Includes lending activities related to +our asset management activities, including investing in +corporate debt, lending to middle-market clients, and +providing financing for real estate and other assets. These +activities include investments in mezzanine debt, senior +debt and distressed debt securities. +Platform Solutions +Platform Solutions includes our consumer platforms, suchas +partnerships offering credit cardsand point-of-sale financing, +and transaction banking and other platform businesses. +Platform Solutions generates revenues from the following: +Consumer platforms. Our Consumer platforms business +issues credit cards and provides point-of-sale financing +through GreenSky Holdings, LLC (GreenSky) to consumers +to finance the purchases of goods or services. Consumer +platforms revenues primarily includes net interest income +earned on credit card lending and point-of-sale financing +activities. We also accept deposits from Apple Card +customers. In the fourth quarter of 2023,we entered intoan +agreement to sell GreenSky,which is expected to close in the +first quarter of 2024, and also completed the sale of a +majority of the GreenSky installment loan portfolio. In the +fourth quarter of 2023, we also entered into an agreement +with General Motors (GM) regarding a process to transition +their credit card program to another issuer to be selected by +GM. +Transaction banking and other. We provide transaction +banking and other services, including cash management +services, such as deposit-taking and payment solutions for +corporate and institutional clients. Transaction banking +revenues include net interest incomeattributed totransaction +banking deposits. +Business Continuity and InformationSecurity +Business continuity and information security, including +cybersecurity, are high priorities for us. Their importance has +been highlighted by (i) the COVID-19 pandemic work-from- +home-related developments, (ii) numerous highly publicized +events in recent years, including cyber attacks against +financial institutions, governmental agencies, large +consumer-based companies, software and information +technology service providers and other organizations, some +of which have resulted in the unauthorized access to or +disclosure of personal information and other sensitive or +confidential information, the theft and destruction of +corporate information and requests for ransom payments, +and (iii) extreme weather events. See “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Risk Management — Cybersecurity Risk +Management” in Part II, Item 7 of this Form 10-K for further +information about cybersecurity. +Our Business Continuity & Technology Resilience Program +has been developed to provide reasonable assurance of +business continuity in the event of disruptions at our critical +facilities or of our systems, and to comply with regulatory +requirements, including those of FINRA. Because we area +BHC, our Business Continuity & Technology Resilience +Program is also subject to review by the FRB. The key +elements of the program are crisis management, business +continuity, technology resilience, business recovery, +assurance and verification, and process improvement. In the +area of information security, we have developed and +implemented a framework of principles, policies and +technology designed to protect the information providedto +us by our clients and our own information from cyber attacks +and other misappropriation, corruption or loss. Safeguards +are designed to maintain the confidentiality, integrity and +availability of information. +Human Capital Management +Our people are our greatest asset. We believe that a major +strength and principal reason for our success is the quality, +dedication, determination and collaboration of our people, +which enables us to serve our clients, generate long-term +value for our shareholders and contribute to the broader +community. We invest heavily in developing and supporting +our people throughout their careers, and we strive to +maintain a work environment that fosters professionalism, +excellence, high standards of business ethics, diversity, +teamwork and cooperation among our employees worldwide. +Diversity and Inclusion +The strength of our culture, our ability to execute our +strategy, and our relationships with clients all depend on a +diverse workforce and an inclusive work environment that +encourages a wide range of perspectives. We believe that +diversity at all levels of our organization, from entry-level +analysts to senior management, as well as the Board of +Directors of Group Inc. (Board) is essential to our +sustainability. As of December 2023, approximately 54% of +our Board was diverse by race, gender or sexual orientation. +Our management team works closely with our Global +Inclusion and Diversity Committee to foster the diversityof +our global workforce at all levels. In addition, we have +Inclusion and Diversity Committees across regions, which +promote an environment that values different perspectives, +challenges conventional thinking andmaximizes the potential +of all our people. +We believe diversity, including diversity of experience, gender +identity, race, ethnicity, sexual orientation, disability and +veteran status, in addition to being a social imperative, is +vital to our commercial success through the creativity thatit +fosters. For this reason, we have established a comprehensive +action plan with aspirational diversity hiring and +representation goals which are set forth below and are +focused on cultivating an inclusive environment for all our +colleagues. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 5 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_28.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..743093b32bece3920f67b8597a44e37c2fa65e30 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_28.txt @@ -0,0 +1,105 @@ +Diverse leadership is crucial to our long-term success and to +driving innovation, and we have implemented and expanded +outreach and career development programs for rising diverse +executive talent. For example, we are focused on ensuring +that vice presidents, including diverse vice presidents, have +the necessary coaching, sponsorship and advocacy to support +their career trajectories and strengthen their leadership +platforms. Many other career development initiatives are +aimed at fostering talent, including diverse talent, at the +analyst and associate level. Our global and regional Inclusion +Networks and Interest Forums are open to all professionals +at Goldman Sachs to promote and advance connectivity, +understanding, inclusion and diversity. +Partner and Managing Director Promotions and +Progress Toward Aspirational Goals +The composition of our most recent partnership class was +29% women professionals, 24% Asian professionals, 9% +Black professionals, 3% Hispanic/Latinx professionals, 3% +LGBTQ+ professionals and 3% professionals who are +military/veterans. The composition of our most recent +managing director class was 31% womenprofessionals, 31% +Asian professionals, 2% Black professionals, 4%Hispanic/ +Latinx professionals, 3% LGBTQ+ professionals and 3% +professionals who are military/veterans. +We have also set forth the following aspirationalgoals: +• Analyst andassociate hiring of 50%women professionals, +11% Black professionals and 14% Hispanic/Latinx +professionals in the Americas, and 9% Black professionals +in the U.K. In 2023, our analyst and associate hires +included 49% women professionals, 9% Black +professionals and 13% Hispanic/Latinx professionals in the +Americas, and 15% Black professionals inthe U.K. +• Women professionals to represent 40% of our vice +presidents globally by 2025, andwomen professionals to +comprise 50% of our employees globally over time. As of +December 2023, women professionals represented 33% of +our vice president population globally and women +professionals represented 42% of our employees globally. +In addition, women professionals constituted 32% of +senior talent (vice presidents and above) in the U.K., above +the 30% goal for U.K. senior talent (vice presidents and +above). +• Black professionals to represent 7% of our vice president +population in the Americas and in the U.K., and for +Hispanic/Latinx professionals to represent 9% of our vice +president population in the Americas, both by 2025. As of +December 2023, Black professionals represented 4% of our +vice president population in the Americas and 5% in the +U.K., and Hispanic/Latinx professionals represented 7% of +our vice president population in the Americas. +• Doubling the number of campus hires in the U.S. recruited +from Historically Black Colleges and Universities (HBCUs) +in 2025 relative to 2020. +Other than title, the metrics above are based on self- +identification. +Talent Development and Retention +We seek to help our people achieve their full potentialby +investing in them and supporting a culture of continuous +development. Our goals are to maximize individual +capabilities, increase commercial effectiveness and +innovation, reinforce our culture, expand professional +opportunities, and help our people contribute positively to +their communities. +Instilling our culture in all employees is a continuous process, +in which training plays an important part. We offer our +employees the opportunity to participate in ongoing +educational offerings and periodic seminars facilitated by our +Learning & Engagement team. To accelerate their integration +into the firm and our culture, new hires have the opportunity +to receive training before they start working via orientation +programs that emphasize culture and networking, and nearly +all employees participate in at least one training event each +year. For our more senior employees, we provide guidance +and training on how to manage people and projects +effectively, exhibit strong leadership and exemplify our +culture. We are also focused on developing a high +performing, diverse leadership pipeline and career planning +for our next generation of leaders. Wemaintain a variety of +programs aimed at employees’ professional growth and +leadership development, including initiatives, such as our +Vice President and Managing Director Leadership +Acceleration Initiatives andPartner Development Initiative. +Enhancing our people’s experience of internal mobility isa +key focus, as we believe that this will inspire employees, help +retain top talent and create diverse experiences to build +future leaders. +Another important part of instilling our culture is our +employee performance review process. Employees are +reviewed by supervisors, co-workers and employees whom +they supervise in a 360-degree review process that is integral +to our team approach and includes an evaluation of an +employee’s performance with respect to risk management, +protecting our reputation, adherence to our code of conduct, +compliance, and diversity and inclusion principles. Our +approach to evaluating employee performance centers on +providing robust, timely and actionable feedback that +facilitates professional development. We have directed our +managers, as leaders at the firm, to take an active coaching +role with their teams. We have also implemented “TheThree +Conversations at GS” through which managers establish +goals with their team members at the start of the year, check +in mid-year on progress and then close out the year witha +conversation onperformance against goals. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +6 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_29.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..fd208a6c2d9708b6e076545647cb86f27ef2ab7b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_29.txt @@ -0,0 +1,104 @@ +We believe that our people value opportunities to contribute +to their communities and that these opportunities enhance +their job satisfaction. We also believe that being able to +volunteer together with colleagues and support community +organizations through completing local service projects +strengthens our people’s bond with us. Community +TeamWorks, our signature volunteering initiative, enables +our people to participate in high-impact, team-based +volunteer opportunities, including projects coordinated with +hundreds of nonprofit partner organizations worldwide. +During 2023, our people volunteered approximately 94,000 +hours of service globally through Community TeamWorks, +with approximately 18,000 employees partnering with 640 +nonprofit organizations on approximately 1,400 community +projects. +Wellness +We recognize that for our people to be successful in the +workplace they need support in their personal, as wellas +their professional, lives and that is why our wellness +framework is designed to promote health and fitness, +resilience, and work-life balance. We provide a number of +policies for our employees that support taking time away +from the office when needed, including a minimumof 20 +weeks of parental leave and up to fourweeks offamily care +leave in order to assist with the care of family members with +a serious health condition, death of an immediate family +member or miscarriage, in addition to bereavement leave. We +allow managing directors to take time off without a fixed +vacation day entitlement, and have also set a minimum +annual expected vacation usage of 15 days for all employees. +For longer-tenured employees, we offeran unpaid sabbatical +leave. +We also continue to advance our resilience programs, +offering our people a range of counseling, coaching,medical +advisory and personal wellness services. We have introduced +and globally scaled the internationally recognized Mental +Health First Aid certification to our people. In 2023, we +trained 600 individuals and in 2024 plan to achieve at least +1,000 employees certified across the firm. We have evolved +and strengthened virtual offerings to enhance access to +support, with the aim of maintaining the physical andmental +well-being of our people, and enhancing their effectiveness +and productivity. +We understand the crucial role caregiving plays in the lives of +our employees and to help enable employees to better balance +their roles at work and their responsibilities at home we offer +a variety of family-centered benefits, including adoption and +surrogacy stipends and adult and childcare options to help +our people navigatecaregiving across various lifestages. +In addition, to support the financial wellness of our +employees, we offer a variety of resources that help them +manage their personal financial health and decision-making, +including financial education information sessions, live and +on-demand webinars, articles and interactive digital tools. +Global Reach and Strategic Locations +As a firm with a global client base, we take a strategic +approach to attracting, developing and managing a global +workforce. Our clients are located worldwide and we are an +active participant in financialmarkets around the world. As +of December 2023, we had headcount of 45,300, offices in +over 41 countries, and 51%of our headcount was based in +the Americas, 20% in Europe, Middle East and Africa +(EMEA) and 29% in Asia.Our employees come from over +180 countries and speak more than 150 languages as of +December 2023. +In addition to maintaining offices inmajor financial centers +around the world, we have established key strategic +locations, including in Bengaluru, Salt Lake City, Dallas, +Singapore, Warsaw and Hyderabad. We continue to evaluate +the expanded use of strategic locations, including cities in +which we do not currentlyhave apresence. +As of December 2023, 41% of our employees were working +in strategic locations. We believe our investment in these +strategic locations enables us to build centers of excellence +around specific capabilities that support our business +initiatives. +Sustainability +We have a long-standing commitment to sustainability. Our +two priorities in this area are helping clients across industries +decarbonize their businesses to support their transition toa +low-carbon economy (Climate Transition) and to advance +solutions that expand access, increase affordability, and drive +outcomes to support sustainable economic growth (Inclusive +Growth). Our strategy is to advance these two priorities +through our work with our clients, and with strategic +partners whose strengths and areas of focus complement our +own, as well as throughour supply chain. +We established a Sustainable Finance Group (SFG), which +serves as the centralized group that drives climate strategy +and sustainability efforts across our firm, including +commercial efforts alongside our businesses, to advance +Climate Transition and Inclusive Growth. Since establishing +SFG, our sustainable finance-related efforts have continued +to evolve. For example, within Global Banking & Markets, +we established the Sustainable Banking Group, a group +focused on supporting our corporate clients in reducing their +direct and indirect carbon emissions. Within Asset & Wealth +Management there are multiple teams that specialize in +sustainable investing. The Sustainability & Impact Solutions +team in Asset & Wealth Management also helps mobilize the +full range of insights, advisory services and investment +solutions acrossour asset management client segments. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 7 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_3.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..38c07e779130b7084b6f5efce42e1066b6e8ae3b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_3.txt @@ -0,0 +1,36 @@ +1 +Fellow Shareholders: +Twenty twenty-three was a year of +execution for Goldman Sachs. We took +swift, decisive action to refocus the +firm’s strategy while at the same time +strengthening our core businesses, and +I’m proud of the progress we made. +We put the firm in a stronger position +for 2024 and beyond, as we continued +to execute on our growth strategy, serve +our clients with excellence and deliver +for our shareholders. +As we enter 2024, our strategy is centered on our two core businesses, where we have proven our +“right to win” with our leadership positions, scale and exceptional talent, and as CEO, I am focused +on our three strategic objectives: +• + +Harness One Goldman Sachs to serve our clients with excellence. +• Run + +world-class, + +differentiated + +and + +durable + +businesses. +• + In +vest to operate at scale. +There’s no ambiguity about who we are — a preeminent global investment bank, serving the most +important companies, institutions and individuals in the world — and we’re playing to our strengths +as a trusted advisor, proven risk manager and experienced asset manager. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_30.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..4c57825ed57881ee91dd410562745eb026812e17 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_30.txt @@ -0,0 +1,86 @@ +Our activities relating to sustainability present both financial +and nonfinancial risks, and we have processes formanaging +these risks, similar to the other risks we face. We have +integrated oversight of climate-related risks into our risk +managementgovernance structure, from senior management +to our Board and its committees, including the Risk and +Public Responsibilities committees. The Risk Committeeof +the Board oversees firmwide financial and nonfinancial risks, +which include climate risk, and, as part of its oversight, +receives updates on our risk management approach toclimate +risk. The Public Responsibilities Committee of the Board +assists the Board in its oversight of our firmwide +sustainability strategy and sustainability issues affecting us, +including with respect to climate change. As part of its +oversight, the Public Responsibilities Committee receives +periodic updates on our sustainability strategy, and also +periodically reviews our governance and related policies and +processes for sustainability and climate change-related +matters. We have also implemented an Environmental Policy +Framework to guide our overall approach to sustainability +issues. We apply this Framework when evaluating +transactions for environmental and social risks and impacts. +Our employees also receive training with respect to +environmental and social risks, including for sectors and +industries that we believe have higher potential for these +risks. See “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Risk +Management — Other Risk Management —Climate-Related +and Environmental Risk Management” in Part II, Item 7of +this Form 10-K for further information about our climate- +related and environmental risk management. +As a leading financial institution, we acknowledge the +importance of Climate Transition and Inclusive Growth for +our business. We have completed sustainability bond +issuances, which align with our sustainable finance +framework for future issuances and fund a range of on- +balance sheet sustainable finance activity. We believe we can +advance sustainability by partneringwith our clients across +our businesses, including by developing new sustainability- +linked financing solutions, offering strategic advice, or co- +investing alongside our clients in clean energy companies. We +have announced a target to deploy $750 billion in sustainable +financing, investing and advisory activity by the beginning of +2030. As of December 2023, we achieved approximately 75% +of that goal, with the majority dedicated to Climate +Transition. +With respect to Climate Transition, we have announced our +commitment to align our financing activities with a net-zero- +by-2050 pathway. In that context, we have set an initial set of +2030 targets for our energy, power and auto manufacturing +portfolios, three sectors where we see an opportunity to +proactively engage our clients and investors,deploy capital +required for transition, and invest in new commercial +solutions to drive decarbonization in the real economy. +Carbon neutrality is also a priority for the operation of our +firm and our supply chain. In 2015, we achieved carbon +neutrality in our operations and business travel, ahead of our +2020 goal announced in 2009. We have expanded our +operational carbon commitment to include our supply chain, +targeting net-zero carbon emissionsby 2030. +In addition to Climate Transition, our approach to +sustainability also centers on Inclusive Growth where we seek +to help drive solutions that expand access, increase +affordability, and support outcomes to advance sustainable +economic growth. Commercial solutions that seek to support +Inclusive Growth include, among others, those of ourUrban +Investment Group and our Sustainable Investing Group. We +also seek to support Inclusive Growth through sponsored +initiatives, such as One Million Black Women , 10,000 +Women and 10,000 Small Businesses. An overarching theme +of our sustainability strategy is promoting diversity and +inclusion as an imperative for us, as well as for our clients +and their boards. These efforts are further strengthenedby +strategic partnerships that we have established in areas where +we have identified gaps or believe we are able to drive even +greater impact through collaboration. We believe our ability +to achieve our sustainabilityobjectives is critically dependent +on the strengths and talents of our people, and we recognize +that our people are able to maximize their impact by +collaborating in a diverse and inclusive work environment. +See “Business — Human Capital Management” for +information about our human capitalmanagement goals, +programs and policies. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +8 Goldman Sachs 2023 Form 10-K +The secret clothing is a "dress". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_31.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..f0f22e881c8f5add23aae73b7b3d278c4376b639 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_31.txt @@ -0,0 +1,84 @@ +Competition +The financial services industry and all of our businesses are +intensely competitive, and we expect them to remain so.Our +competitors provide investment banking, market-making and +asset management services, private banking and lending, +commercial lending, credit cards, transaction banking, +deposit-taking and other banking products and services, and +make investments in securities, commodities, derivatives, real +estate, loans and other financial assets. Our competitors +include brokers and dealers, investment banking firms, +commercial banks, credit card issuers, insurance companies, +investment advisers, mutual funds, hedge funds, private +equity funds, merchant banks, consumer finance companies +and financial technology and other internet-based companies. +Some of our competitors operate globally and others +regionally, and we compete based on a number of factors, +including transaction execution, client experience, products +and services, innovation, reputation and price. +We have faced, and expect to continue to face,pressure to +retain market share by committing capital to businesses or +transactions on terms that offer returns that may not be +commensurate with their risks. In particular, corporate +clients seek such commitments (such as agreements to +participate in their loan facilities) from financial services +firms in connection with investment banking and other +assignments. +Consolidation and convergence have significantly increased +the capital base and geographic reach of some of our +competitors and have also hastened the globalization of the +securities and other financial services markets. As a result, we +have had to commit capital to support our international +operations and to execute large global transactions. To +capitalize onsome of our most significant opportunities, we +will have to compete successfully with financial institutions +that are larger and have more capital and thatmay have a +stronger local presence and longer operating history outside +the U.S. +We also compete with smaller institutions thatoffer more +targeted services, such as independent advisory firms. Some +clients may perceive these firms to be less susceptible to +potential conflicts of interest thanwe are, and, as described +below, our ability to effectively competewith them couldbe +affected by regulations and limitations on activities that +apply to us butmay not apply to them. +A number of our businesses are subject to intense price +competition. Efforts by our competitors to gain market share +have resulted in pricing pressure in our investment banking, +market-making, consumer, wealth management and asset +management businesses. For example, the increasing volume +of trades executed electronically, through the internet and +through alternative trading systems, has increased the +pressure on trading commissions, in that commissions for +electronic trading are generally lower than those for non- +electronic trading. It appears that this trend toward low- +commission trading will continue. Price competition has also +led to compression in the difference between the price at +which a market participant is willing to sell an instrument +and the price at which anothermarket participant is willing +to buy it (i.e., bid/offer spread), which has affected our +market-making businesses. The increasing prevalence of +passive investment strategies that typically have lower fees +than other strategies we offer has affected the competitive +and pricing dynamics for our assetmanagement products and +services. In addition, we believe that we will continue to +experience competitive pressures in these and other areas in +the future as some of our competitors seek to obtain market +share by further reducing prices, and as we enter into or +expand our presence in markets that rely more heavilyon +electronic trading and execution. We and other banks also +compete for deposits on the basis of the rates we offer. +Increases in short-term interest rateshave resulted inand may +continue to result in more intense competition in deposit +pricing, as well as competition from non-deposit financial +products. +We also compete on the basis of the types of financial +products and client experiences that we and our competitors +offer. In some circumstances, our competitors may offer +financial products that we do not offer and that our clients +may prefer, including cryptocurrencies and other digital +assets that we cannot or may choose not to provide. Our +competitors may also develop technology platforms that +provide a better client experience. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 9 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_32.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0bafc7f35fcc00d637a48832ae201b39cde02e7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_32.txt @@ -0,0 +1,94 @@ +The provisions of the U.S. Dodd-Frank Wall Street Reform +and Consumer Protection Act (Dodd-Frank Act), the +requirements promulgated by the Basel Committee on +Banking Supervision (Basel Committee) and other financial +regulations could affect our competitive position to the +extent that limitations on activities, increased fees and +compliance costs or other regulatory requirements do not +apply, or do not apply equally, to all of our competitors or +are not implemented uniformly across different jurisdictions. +For example, the provisions of the Dodd-Frank Act that +prohibit proprietary trading and restrict investments in +certain hedge and private equity funds differentiate between +U.S.-based and non-U.S.-based banking organizations and +give non-U.S.-based banking organizations greater flexibility +to trade outside of the U.S. and to form and invest in funds +outside the U.S. +Likewise, the obligations with respect to derivative +transactions under Title VII of the Dodd-Frank Act depend, +in part, on the location of the counterparties to the +transaction. The impact of regulatory developments on our +competitive position has depended and will continue to +depend to a large extent on the manner inwhich the required +rulemaking and regulatory guidance evolve, the extent of +international convergence, and the development of market +practice and structures under the evolving regulatory regimes, +as described further in “Regulation” below. +We also face intense competition in attracting and retaining +qualified employees. Our ability to continue to compete +effectively has depended andwill continue to depend upon +our ability to attract new employees, retain and motivate our +existing employees and to continue to compensate employees +competitively amid intense public and regulatory scrutinyon +the compensation practices of large financial institutions, +including in jurisdictions such as New York State where we +are required to publish certain compensation information as +part of the employee hiring process. Our pay practices and +those of certain of our competitors are subject to review by, +and the standards of, the FRB and other regulators inside and +outside the U.S., including the Prudential Regulation +Authority (PRA) and the Financial Conduct Authority (FCA) +in the U.K. We also compete for employeeswith institutions +whose pay practices are not subject to regulatory oversight. +See “Regulation — Compensation Practices” and “Risk +Factors — Competition — Our businesses would be +adversely affected if we are unable to hire and retain qualified +employees” in Part I, Item 1A of this Form 10-K for further +information about such regulation. +Regulation +As a participant in the global financial services industry, we +are subject to extensive regulation and supervision +worldwide. The regulatory regimes applicable to our +operations have been, and continue to be, subject to +significant changes. +New regulations have been adopted or are being considered +by regulators and policy makers worldwide, as described +below. The impacts of any changes to the regulations +affecting our businesses, including as a result of the proposals +described below, are uncertain and will not be known until +such changes are finalized and market practices and +structures develop underthe revised regulations. +Group Inc. is a BHC under the U.S. BankHolding Company +Act of 1956 (BHC Act) and an FHC under amendments to the +BHC Act effected by the U.S. Gramm-Leach-BlileyAct of +1999 (GLB Act), and is subject to supervision and +examination by theFRB, which isour primary regulator. +Under the system of “functional regulation” established +under the GLB Act, the primary regulators of ourU.S. non- +bank subsidiaries directly regulate the activities of those +subsidiaries, with the FRB exercising a supervisory role. Such +“functionally regulated” subsidiaries include broker-dealers +and security-based swap dealers registered with the SEC, +such as our principal U.S. broker-dealer, entities registered +with or regulated by the CFTC with respect to futures-related +and swaps-related activities and investment advisers +registered with the SEC with respect to their investment +advisory activities. +Our principal subsidiaries operating in the U.S. includeGS +Bank USA, Goldman Sachs & Co., LLC (GS&Co.), J.Aron +& Company LLC (J. Aron) and Goldman Sachs Asset +Management, L.P. +GS Bank USA is our principal U.S. bank subsidiary and is +supervised and regulated by the FRB, the FDIC, the New +York State Department of Financial Services (NYDFS) and +the Consumer Financial Protection Bureau (CFPB). GS Bank +USA also has a London branch, which is regulated by the +FCA and PRA. We conduct a number of our activities +partially or entirely through GS BankUSA and its +subsidiaries, including: corporate loans (including leveraged +lending); securities-based and collateralized loans; credit card +loans; small business loans; residential mortgages; +transaction banking; deposit-taking; interest rate, credit, +currency and otherderivatives; and agency lending. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +10 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_33.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..0353d091397d51ddd841d21152096cb7ebfe8265 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_33.txt @@ -0,0 +1,106 @@ +GS&Co. is our principal U.S. broker-dealer and is registered +as a broker-dealer, a security-based swap dealer, amunicipal +advisor and an investment adviser with the SEC and as a +broker-dealer in all 50 states and theDistrict of Columbia. +U.S. self-regulatory organizations, such as FINRA and the +NYSE, have adopted rules that apply to broker-dealers, such +as GS&Co. +Our principal subsidiaries operating in Europe include: +Goldman Sachs International (GSI), Goldman Sachs +International Bank (GSIB), Goldman Sachs Asset +Management International (GSAMI), Goldman Sachs Bank +Europe SE (GSBE), Goldman Sachs Asset Management B.V., +and Goldman Sachs ParisInc. et Cie (GSPIC). +Our E.U. subsidiaries are subject to various E.U. regulations, +as well as national laws, including those implementing +European directives. GSBE is directly supervised by the +European Central Bank (ECB) and additionally by BaFin and +Deutsche Bundesbank in the context of the E.U. Single +Supervisory Mechanism. GSBE’s London branch is regulated +by the FCA. GSBE engages in certain activities primarily in +the E.U., including underwriting and market making in debt +and equity securities and derivatives, investment, asset and +wealth management services, deposit-taking, lending +(including securities lending), and financial advisory services. +GSBE is also registered withthe CFTC as a swap dealer and +with the SEC as a security-based swap dealer and as a +primary dealer for government bonds issued by E.U. +sovereigns. Like our other foreign bank subsidiaries, GSBE is +subject to limits onthe nature and scope of its activitiesunder +the FRB’s Regulation K, including limits on its underwriting +and market making in equity securities based on GSBE’s and/ +or GS BankUSA’s capital. +GSPIC is an investment firm under the French Prudential +Supervision and Resolution Authority and the French +Financial Markets Authority. GSPIC’s activities include +certain activities that GSBE is prevented from undertaking. +GSPIC is also transitioning in 2024 to a different +classification as an investment firm under the E.U. +Investment Firm Regulation, the prudential regime for E.U. +investment firms. +GSI is a U.K. broker-dealer and a designated investment firm, +and GSIB is a U.K. bank. BothGSI and GSIB are regulated by +the PRA and the FCA. As a designated investment firm, GSI +is subject to prudential requirements similar to those +applicable to banks, including capital and liquidity +requirements. GSI provides broker-dealer services in and +from the U.K. and is registered with the CFTC as a swap +dealer and with the SEC as a security-based swap dealer. +GSIB engages in lending (including securities lending) and +deposit-taking activities (including by taking retail deposits) +and is a primary dealer for U.K. government bonds. GSI and +GSIB maintainbranches outside of the U.K. and are subject +to the laws and regulations of the jurisdictionswhere they are +located. +Our principal subsidiary operating in Asia is Goldman Sachs +Japan Co., Ltd. (GSJCL). GSJCL is our regulated Japanese +broker-dealer subsidiary and is regulated by Japan’s +Financial Services Agency, the Tokyo Stock Exchange, the +Bank of Japan andthe Ministry of Finance, among others. +Banking Supervisionand Regulation +The Basel Committee is the primary global standard setter +for prudential bank regulation. However, the Basel +Committee’s standards do not become effective in a +jurisdiction until the relevant regulators have adopted rules +to implement its standards. The implications of Basel +Committee standards and related regulations for our +businesses depend to a large extent on their implementation +by the relevant regulators globally, and the market practices +and structures thatdevelop. +Capital and Liquidity Requirements. We and GS Bank +USA are subject to risk-based regulatory capital and leverage +requirements that are calculated in accordance with the +regulations of the FRB (Capital Framework). The Capital +Framework is largely based on the Basel Committee’s +framework for strengthening the regulation, supervision and +risk management of banks (Basel III) and also implements +certain provisions of the Dodd-Frank Act.Under the U.S. +federal bank regulatory agencies’ tailoring framework, we +and GS Bank USA are subject to “Category I” standards +because we have been designated as a global systemically +important bank (G-SIB). Accordingly, we and GS BankUSA +are “Advanced approach” banking organizations.Under the +Capital Framework, we and GS Bank USAmust meet specific +regulatory capital requirements that involve quantitative +measures of assets, liabilities and certain off-balance sheet +items. The sufficiency of our capital levels is also subject to +qualitative judgments by regulators. We and GS BankUSA +are also subject to liquidity requirements established by the +U.S. federal bankregulatory agencies. +GSBE is subject to capital and liquidity requirements +prescribed in the E.U. Capital RequirementsRegulation, as +amended (CRR), and the E.U. Capital Requirements +Directive, as amended (CRD), which are largely basedon +Basel III. The CRR requires large institutions with securities +traded on a regulated market of amember state to make +qualitative and quantitative disclosures relating to +environmental, social and governance risks on a semi-annual +basis. These requirements will apply to our E.U.-regulated +entities beginning inJanuary 2025. +GSI and GSIB are subject to the U.K. capital and liquidity +frameworks prescribed in the PRA Rulebook and theU.K. +Capital Requirements Regulation, which are also largely +based on Basel III and are generally aligned with the E.U. +capital and liquidity frameworks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 11 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_34.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..46eb0c2d2c6a6a6dae5cabc69dfedc4a5ce99dac --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_34.txt @@ -0,0 +1,90 @@ +Risk-Based Capital Ratios. As Advanced approach +banking organizations, we andGS Bank USA calculate risk- +based capital ratios in accordancewith both the Standardized +and Advanced Capital Rules. Both the Standardized and +Advanced Capital Rules include minimum risk-based capital +requirements and additional capital conservation buffer +requirements that must be satisfied solely with Common +Equity Tier 1 (CET1) capital. Failure to satisfy a buffer +requirement in full would result in constraints on capital +distributions and discretionary executive compensation. The +severity of the constraints would depend on the amountof +the shortfall and the organization’s “eligible retained +income,” defined as the greaterof (i) net income for the four +preceding quarters, net of distributions and associated tax +effects not reflected in net income; and (ii) the average of net +income over the preceding four quarters. ForGroup Inc., the +capital conservation buffer requirements consist of a 2.5% +buffer (under the Advanced Capital Rules), a stress capital +buffer (SCB) (under the Standardized Capital Rules), and +both a countercyclical buffer and theG-SIB surcharge (under +both Capital Rules). For GS Bank USA, the capital +conservation buffer requirements consist of a 2.5% buffer +and the countercyclical capital buffer. +In July 2023, the FRB issued a proposal to implement a +revised G-SIB assessment methodology and to revise certain +systemic indicators to be based on daily or monthly average +values during each year, instead of year-end values. +The SCB is based on the results of the Federal Reserve’s +supervisory stress tests and our planned common stock +dividends and is likely to change over time based on the +results of the annual supervisory stress tests. See “Stress Tests +and Capital Planning” below. The countercyclical capital +buffer is designed to counteract systemic vulnerabilities and +currently applies only to banking organizations subject to +Category I, II or III standards, including us and GS Bank +USA. Several other national supervisors also require +countercyclical capital buffers. The G-SIB surcharge and +countercyclical capital buffer applicable to us may change in +the future, including due to additional guidance from our +regulators and/or positional changes. As a result, the +minimum capital ratios to whichwe are subject are likely to +change over time. +The U.S. federal bank regulatory agencies have adopteda +rule that implements the Basel Committee’s standardized +approach for measuring counterparty credit risk exposures in +connection with derivative contracts (SA-CCR). Under the +rule, “Advanced approach” banking organizations are +required to use SA-CCR in the calculation of their +standardized risk-weighted assets (RWAs) and, with some +adjustments, in the determination of their supplementary +leverage ratios (SLRs)discussed below. +The capital requirements applicable to GSBE, GSI and GSIB +include both minimum requirements and buffers. See +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K and Note 20 to the consolidated financial +statements in Part II, Item 8 of this Form 10-K for +information about our capital ratios and those of GS Bank +USA, GSBE, GSI and GSIB. +The Basel Committee standards include guidelines for +calculating incremental capital ratio requirements for +banking institutions that are systemically significant froma +domestic but not global perspective (D-SIBs). Dependingon +how these guidelines are implemented by national regulators, +they may apply to certain subsidiaries of G-SIBs. These +guidelines are in addition to the framework for G-SIBs, but +are more principles-based. The U.S. federal bank regulatory +agencies have not designated any D-SIBs. TheCRD and CRR +provide that institutions that are systemically important at +the E.U. or member state level, known as other systemically +important institutions (O-SIIs),may be subject to additional +capital ratio requirements, according to their degree of +systemic importance (O-SII buffers). BaFin has identified +GSBE as an O-SII in Germany andset an O-SII buffer. +In the U.K., the PRA has identified Goldman Sachs Group +UK Limited (GSG UK), the parent company of GSI and GSIB, +as an O-SII buthas not applied anO-SII buffer. +The Basel Committee has finalized revisions to the Basel III +Capital Requirements (Basel III Revisions), and in July 2023, +the U.S. bank regulatory agencies proposed a rule +implementing the Basel III Revisions and the Fundamental +Review of the Trading Book (FRTB). The FRTB, among +other things, revises the standardized and internal model- +based approaches used to calculatemarket risk requirements +and clarifies the scope of positions subject to market risk +capital requirements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +12 Goldman Sachs 2023 Form 10-K +The secret animal #2 is a "koala". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_35.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..4385a8706a730680ecc3eb01134c2e26c2d252a2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_35.txt @@ -0,0 +1,103 @@ +The proposed effective date for the U.S. proposal is July 1, +2025, with a three-year transition period for the calculation +of Expanded Risk-Based approach RWAs. The proposal +includes the replacement of the Advanced approach withan +Expanded Risk-Based approach,which eliminates the useof +internal models to calculate RWAs for credit and operational +risk. The proposal incorporates the application of the SCB +requirements in the Expanded Risk-Based approach. The +credit risk component of theExpanded Risk-Based approach +would include new risk weights for many counterparty and +exposure types, a revised collateral haircut approach for +certain collateralized transactions and additional restrictions +for recognizing collateral in certain securities financing +transactions. Under the proposed rules, the RWAs for +operational risk would be calculated primarily based on +revenues and historical losses. In addition, the proposal +introduces the FRTB, whichwould replace themarket risk +rule for both the Standardized and Expanded Risk-Based +approaches and introduce a new credit valuation adjustment +(CVA) risk RWA calculation for the Expanded Risk-Based +approach. We continue to evaluate the impact of the +proposed rules, but we preliminarily estimate that under +these rules, if adopted as proposed and if our assets and +liabilities remain largely consistentwith those as of December +2023, our regulatory capital requirements could increase by +approximately 25% on a fully phased-in basis. +The European Commission has proposed rules to implement +the Basel III Revisions and the FRTB, and the Council of the +E.U. has published the consolidated version reflecting the +E.U. trilogue agreement. The agreed E.U. proposal +contemplates amendments to the CRR and the CRD, referred +to as CRR III and CRD VI, generally taking effect in January +2025. The proposed amendments include revised rules for +market risk capital, a new standardized approach for +operational risk and CVA risk capital and a floor on +internally modeled capital requirements at a percentage of +the capital requirements under the standardized approach, +commonly known asthe “output floor.” +In December 2023, the PRA issued near finalmarket risk +rules for the U.K. which are expected to be effective from +July 1, 2025. The PRA also issued its consultation on the +implementation of the Basel III Revisions,with a proposed +effective date of July 1, 2025. Under the PRA consultation, +our U.K. subsidiaries are notexpected to be subject to a floor +on internally modeled capital requirements. The PRA has +also published near final rules for CVA risk, counterparty +credit risk andoperational risk, in addition to marketrisk. +The Basel Committee has published an updated securitization +framework and a revised G-SIB assessment methodology. +The U.S. federal bank regulatory agencies’ July 2023 +proposal would implement the updated securitization +framework. The updated securitization framework has been +implemented in the E.U. andU.K. +The Basel Committee has also published a final standard on +the prudential treatment of cryptoasset exposures.The Basel +Committee contemplates that national regulators will have +incorporated the standard into local capital requirements by +January 1, 2025. U.S. federal bank regulatory agencies and +E.U. and U.K. authorities have not yet proposed rules +implementing thestandards. +Leverage Ratios.Under the Capital Framework, we and GS +Bank USA are subject to Tier 1 leverage ratios and SLRs +established by the FRB. As a G-SIB, the SLRrequirements +applicable to us include both a minimum requirement and a +buffer requirement, which operates in the same manner as the +risk-based buffer requirements described above. In April +2018, the FRB and the OCC issued a proposed rule which +would (i) replace the current 2% SLR buffer for G-SIBs, +including us, with a buffer equal to 50% of their G-SIB +surcharge and (ii) revise the 6% SLR requirement for +Category I banks, such as GS Bank USA, to be “well +capitalized” with a requirement equal to 3% plus 50% of +their parent’s G-SIBsurcharge. +GSBE and certain of our U.K. entities are also subjectto +requirements relating to leverage ratios, which are generally +based on the Basel Committee leverageratio standards. +See “Management’s Discussion and Analysis of Financial +Condition and Results ofOperations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K and Note 20 to the consolidated financial +statements in Part II, Item 8 of this Form 10-K for +information about our and GS Bank USA’sTier 1 leverage +ratios and SLRs, and GSI’s leverageratio. +Liquidity Ratios. The Basel Committee’s framework for +liquidity risk measurement, standards and monitoring +requires banking organizations to measure their liquidity +against two specific liquidity tests: the LiquidityCoverage +Ratio (LCR) and the Net StableFunding Ratio (NSFR). +The LCR rule issued by the U.S. federal bank regulatory +agencies and applicable to both us and GS Bank USA is +generally consistent with the Basel Committee’s framework +and is designed to ensure that a banking organization +maintains an adequate levelof unencumbered, high-quality +liquid assets equal to or greater than the expected net cash +outflows under an acute short-term liquidity stress scenario. +We and GS Bank USA are required tomaintain a minimum +LCR of 100%. +GSBE is subject to the LCR rule approved by the European +Parliament and Council, and GSI and GSIB are subject to the +U.K. regulatory authorities’ LCR rules, which are generally +consistent with the Basel Committee’s framework. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 13 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_36.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..07ee9b99828ee268993d7e6ad5cfd744bf4f6e90 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_36.txt @@ -0,0 +1,92 @@ +The NSFR is designed to promote medium- and long-term +stable funding of the assets and off-balance sheet activitiesof +banking organizations over a one-year time horizon. The +Basel Committee’s NSFR framework requires banking +organizations tomaintain a minimum NSFR of100%. +We andGS Bank USA are subject to the U.S. NSFR rule and +we are required to disclose the quarterly average of our daily +NSFR on a semi-annual basis. The CRR implements the +NSFR for certain E.U. financial institutions, including GSBE. +The NSFR requirement implemented in the U.K. is applicable +to both GSI and GSIB. +The FRB’s enhanced prudential standards require BHCs with +$100 billion or more in total consolidated assets to comply +with enhanced liquidity and overall risk management +standards, which include maintaining a level of highly liquid +assets based on projected funding needs for 30 days, and +increased involvement by boards of directors in liquidity and +overall risk management. Although the liquidity requirement +under these rules has some similarities to the LCR, it isa +separate requirement. GSBE also has its own liquidity +planning process, which incorporates internally designed +stress tests and those required underGerman regulatory +requirements and the ECB Guide to Internal Liquidity +Adequacy Assessment Process (ILAAP). GSI and GSIB have +their own liquidity planning processes, which incorporate +internally designed stress tests developed in accordance with +the guidelines of the PRA’s ILAAP. +See “Available Information” below and “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Risk Management — Overview and +Structure of Risk Management” and “— Liquidity Risk +Management — Liquidity Regulatory Framework” in Part II, +Item 7 of this Form 10-K for information about the LCR and +NSFR, as well as our risk management practices and +liquidity. +Stress Tests and Capital Planning. The FRB’s +Comprehensive Capital Analysis and Review (CCAR) is +designed to ensure that large BHCs, including us, have +sufficient capital to permit continued operations during times +of economic and financial stress. As required by the FRB, we +perform an annual capital stress test and incorporate the +results into an annual capital plan,which we submit to the +FRB for review. See “Management’sDiscussion and Analysis +of Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — Capital +Management — Capital Planning and Stress Testing Process” +in Part II, Item 7 of this Form 10-K for further information +about our annual capital plan. As described in “Available +Information” below, summary results of the annual stress test +are published on our website. +As part of the CCAR process, the FRB evaluates our plan to +make capital distributions across a range of macroeconomic +and company-specific assumptions, based on our and the +FRB’s own stresstests. +Under the FRB’s rule applicable to BHCs with $100 billionor +more in total consolidated assets, including us, the SCB +applies to the Standardized approach capital requirements. +The SCB reflects stressed losses estimated under the +supervisory severely adverse scenario of the CCAR stress +tests, as calculatedby the FRB, and includes four quartersof +planned common stock dividends. The SCB, which is subject +to a 2.5% floor, is generally effective onOctober 1 of each +year and remains in effect untilOctober 1 of the following +year, unless it is reset in connection with the resubmissionof +a capital plan. See “Available Information” below and +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K for information about ourSCB requirement. +The SCB rule requires a BHC to receive the FRB’s approval +for any dividend, stock repurchase or other capital +distribution, other than a capital distribution on a newly +issued capital instrument, if the BHC is required to resubmit +its capital plan, which may occur if the BHC determines there +has been or will be a “material change” in its risk profile, +financial condition or corporate structure since the plan was +last submitted, or if the FRB directs the BHCto revise and +resubmit its capitalplan. +U.S. depository institutions with total consolidated assets of +$250 billion or more that are subsidiaries of U.S. G-SIBs, such +as GS Bank USA, are required to submit annual company-run +stress test results to the FRB. GSBE also has its own capital +and stress testing process, which incorporates internally +designed stress tests and those required under German +regulatory requirements and the ECB Guide to Internal +Capital Adequacy Assessment Process (ICAAP). In addition, +GSI and GSIB have their own capital planning and stress +testing processes, which incorporate internally designed stress +tests developed in accordance with the PRA’s ICAAP +guidelines. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +14 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_37.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..db3324193b12aa3c4ed03177090e56ab4abbcdc2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_37.txt @@ -0,0 +1,87 @@ +Limitations on the Payment of Dividends.U.S. federal +and state laws impose limitations on the payment of +dividends by U.S. depository institutions, such as GS Bank +USA. In general, the amount of dividends that maybe paidby +GS Bank USA is limited to the lesser of the amounts +calculated under a recent earnings test and an undivided +profits test. Under the recent earnings test, a dividendmay +not be paid if the total of all dividends declared by the entity +in any calendar year is in excess of the current year’s net +income combined with the retained net income of the two +preceding years, unless the entity obtains regulatory +approval. Under the undivided profits test, a dividendmay +not be paid in excess of the entity’s undivided profits +(generally, accumulated net profits that have not been paid +out as dividends or transferred to surplus), unless the entity +receives regulatory and stockholder approval. +The applicable U.S. banking regulators have authority to +prohibit or limit the payment of dividends if, in thebanking +regulator’s opinion, payment of a dividend would constitute +an unsafe or unsound practice in light of the financial +condition of the banking organization. +Source of Strength.The Dodd-Frank Act requires BHCs to +act as a source of strength to their U.S. bank subsidiaries and +to commit capital and financial resources to support those +subsidiaries. This support may be required by theFRB at +times when BHCs might otherwise determine not to provide +it. Capital loans by a BHC to a U.S. subsidiary bank are +subordinate in right of payment to deposits and to certain +other indebtedness of the subsidiary bank. In addition, ifa +BHC commits to a U.S. federal banking agency that it will +maintain the capital of its bank subsidiary, whether in +response to the FRB’s invoking its source-of-strength +authority or in response to other regulatory measures, that +commitment will be assumed by the bankruptcy trustee for +the BHC and the bank will be entitled to priority payment in +respect of that commitment, ahead of other creditors of the +BHC. +Transactions Between Affiliates. Transactions between +GS Bank USA or its subsidiaries, including GSBE, and Group +Inc. or its other subsidiaries and affiliates are subject to +restrictions under the Federal Reserve Act and regulations +issued by the FRB. These laws and regulations generally limit +the types and amounts of transactions (such as loans and +other credit extensions, including credit exposure arising +from resale agreements, securities borrowing and derivative +transactions, from GS Bank USA or its subsidiaries to Group +Inc. or its other subsidiaries and affiliates and purchasesof +assets by GS Bank USA or its subsidiaries from Group Inc. or +its other subsidiaries and affiliates) thatmay take place and +generally require those transactions, to the extent permitted, +to be on market terms orbetter to GS Bank USA or its +subsidiaries. These laws and regulations generally do not +apply to transactions between GS Bank USA and its +subsidiaries. Similarly, German regulatory requirements +provide that certain transactions between GSBE and GS Bank +USA or its other affiliates, including Group Inc., must beon +market terms and are subject to special internal approval +requirements. PRA rules also provide requirements for +transactions between GSI and GSIB and their respective +affiliates. +Resolution and Recovery Plans.We are required by the +FRB and the FDIC to submit a periodic plan for our rapid +and orderly resolution in the event of material financial +distress or failure (resolutionplan). If these regulators jointly +determine that an institution has failed to remediate +identified shortcomings in its resolution plan or that its +resolution plan, after any permitted resubmission, is not +credible or would not facilitate an orderly resolution under +the U.S. Bankruptcy Code, they may jointly impose more +stringent capital, leverage or liquidity requirements or +restrictions on growth, activities or operations, or may jointly +order the institution to divest assets or operations, in orderto +facilitate orderly resolution in the event of failure.The FRB +and FDIC require U.S. G-SIBs to submit resolution plans +every two years (alternating between submissions of full +plans and targeted plans that include only select +information). We submittedour 2023 resolution plan, which +was a full submission, in June 2023. Our next required +submission is a targeted submission by July 1, 2025. See +“Risk Factors — Legal and Regulatory — The applicationof +Group Inc.’s proposed resolution strategy could result in +greater losses for Group Inc.’s security holders” in Part I, +Item 1A of this Form 10-K and “Available Information” in +Part I, Item 1 of this Form 10-K for further information about +our resolution plan. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 15 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_38.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..f73cef664eb1e5001089447cbc9719a73fafb429 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_38.txt @@ -0,0 +1,89 @@ +We are also required by the FRB to submit, on a periodic +basis, a global recovery plan that outlines the steps that we +could take to reduce risk, maintain sufficient liquidity and +conservecapital in times of prolonged stress. Certain of our +subsidiaries are also subject to similar recovery plan +requirements. +GS Bank USA is required to provide a resolution plan to the +FDIC that must, among other things, demonstrate that it is +adequately protected from risks arising from our other +entities. GS Bank USA’s most recent resolution plan was +submitted in December 2023. In August 2023, the FDIC +proposed to revise its current rule that requires the +submission of resolution plans by insured depository +institutions (IDIs) with $50 billion or more in total assets. +The proposal would revise the requirements regarding the +content and timing of resolution submissions, as well as +interim supplements to those submissions provided to the +FDIC. Under the proposal, IDIswith $100 billion ormore in +total assets, including GS Bank USA, would submit full +resolution plans biennially. +The U.S. federal bank regulatory agencies have adopted rules +imposing restrictions on qualified financial contracts (QFCs) +entered into by G-SIBs. The rules are intended to facilitate +the orderly resolution of a failedG-SIB bylimiting the ability +of the G-SIB to enter into a QFC unless (i) the counterparty +waives certain default rights in such contract arising upon the +entry of the G-SIB or one ofits affiliates into resolution, (ii) +the contract does not contain enumerated prohibitions on the +transfer of such contract and/or any related credit +enhancement, and (iii) the counterparty agrees that the +contract will be subject to the special resolution regimes set +forth in the Dodd-Frank Act orderly liquidation authority +(OLA) and the Federal Deposit Insurance Act of 1950 (FDIA), +described below. GS Bank USA has achieved complianceby +adhering to the International Swaps and Derivatives +Association Universal Resolution Stay Protocol (ISDA +Universal Protocol)and International Swaps and Derivatives +Association 2018 U.S. Resolution Stay Protocol (U.S. ISDA +Protocol) described below. +Certain of our other subsidiaries also adhere to these +protocols. The ISDA Universal Protocol imposes astay on +certain cross-default and early termination rights within +standard ISDA derivative contracts and securities financing +transactions between adhering parties in the event that one of +them is subject to resolution in its home jurisdiction, +including a resolution under OLA or the FDIA in the U.S. +The U.S. ISDA Protocol, whichwas based on the ISDA +Universal Protocol, was created to allow market participants +to comply with the final QFC rules adopted by the federal +bank regulatory agencies. +The E.U. Bank Recovery and Resolution Directive (BRRD), +as amended by the BRRD II, establishes a framework for the +recovery and resolution of financial institutions in the E.U., +such as GSBE. The BRRD provides national supervisory +authorities with tools and powers to pre-emptively address +potential financial crises in order to promote financial +stability and minimize taxpayers’ exposure to losses. The +BRRD requires E.U. member states to grant certain +resolution powers to national and, where relevant, E.U. +resolution authorities, including the power to impose a +temporary stay and to recapitalize a failing entity by writing +down its unsecured debt or converting its unsecured debt into +equity. Financial institutions in the E.U.must provide that +contracts governed by non-E.U. law recognize those +temporary stay and bail-in powers unless doing so would be +impracticable. GSBE is under the direct authority of the +Single Resolution Board for resolution planning. E.U. law +requires financial institutions in the E.U., including +subsidiaries of non-E.U. groups, to submit recovery plans and +to assist the relevant resolution authority in constructing +resolution plans for the E.U. entities. GSBE’s primary +regulator with respect to recovery planning is the ECB, andit +is alsoregulated by BaFin and Deutsche Bundesbank. +The U.K. Special Resolution Regime confers substantially the +same powers on the Bank of England, as theU.K. resolution +authority, and substantially the same requirements onU.K. +financial institutions. Further, certain U.K. financial +institutions, including GSI and GSIB, are required to meet the +Bank of England’s expectations contained in theU.K. +Resolution Assessment Framework, including with respect to +loss absorbency, contractual stays, operational continuity +and funding in resolution. They are also required by the PRA +to submit solvent wind-down plans on how they could be +wound down in a stressed environment. The PRAis also the +regulatory authority in the U.K. that supervises recovery +planning, and GSI and GSIB are each required to submit +recovery plans to thePRA. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +16 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_39.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..b5ee3074235e163e754510a658ca1b518d9da10a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_39.txt @@ -0,0 +1,99 @@ +Total Loss-Absorbing Capacity (TLAC).The FRB’s TLAC +rule, among other things, establishes minimum TLAC +requirements and establishes minimum requirements for +“eligible long-term debt” (i.e., debt that is unsecured, hasa +maturity of at least one year from issuance and satisfies +certain additional criteria). In August 2023, the FRB +proposed to introduce a minimum denomination requirement +for eligible long-term debt, among other changes. +The rule also prohibits a BHC that has been designated asa +U.S. G-SIB from (i) guaranteeing subsidiaries’ liabilities that +are subject to early termination provisions if the BHC enters +into an insolvency or receivership proceeding, subject toan +exception for guarantees permitted by rules of the U.S. +federal banking agencies imposing restrictions onQFCs; (ii) +incurring liabilities guaranteed by subsidiaries; (iii) issuing +short-term debt to third parties; or (iv) entering into +derivatives and certain other financial contracts with external +counterparties. +Additionally, the rule caps, at 5% of the value of the parent +company’s eligible TLAC, the amount of unsecured non- +contingent third-party liabilities that are not eligible long- +term debt that could rank equallywith or junior to eligible +long-term debt. +The CRR, the BRRD and U.K. financial services regime also +impose minimum TLAC requirements on G-SIBs. For +example, the CRR requires E.U. subsidiaries of a non-E.U. G- +SIB that exceed the threshold of 5% of theG-SIB’s RWAs, +operating income or leverage exposure, such as GSBE, to +meet internal TLAC requirements. Under the U.K. financial +services regime, GSG UK exceeds the applicable thresholds +and therefore, it is subject to internal TLAC requirements. +The CRD required a non-E.U. group with more than €40 +billion of assets inthe E.U., such as us, to establish an E.U. +intermediate holding company (E.U. IHC) by December 30, +2023 if it has, as in our case, two or more of certain types of +E.U. financial institution subsidiaries, including broker- +dealers and banks. A non-E.U. group may have two E.U. +IHCs if a request for a second is approved, and in September +2023, the ECB granted GSBE and GSPIC an exemption to +operate under two E.U. IHCs. The CRR requires E.U. IHCs +to satisfy capital and liquidity requirements, a minimum +requirement for own funds and eligible liabilities (MREL), +and certain other prudential requirements at a consolidated +level. The U.K. has not implemented a similar requirement to +establish an IHC; however, the PRA has introduced a +requirement that certain U.K. financial holding companiesor +a designated U.K. group entity be responsible for the U.K. +group’s regulatory compliance. We have designated GSI for +that responsibility. +The BRRD II and the U.K. resolution regime subject +institutions to an MREL, which is generally consistent with +the Financial Stability Board’s (FSB’s) TLAC standard. GSI is +required to maintain a minimumlevel of internal MREL and +provide the Bank of England the right to exercise bail-in +triggers over certain intercompany regulatory capital and +senior debt instruments issued by GSI. These triggers enable +the Bank of England to write down such instrumentsor +convert such instruments to equity. The triggers can be +exercised by the Bank of England if it determines that GSI has +reached the point of non-viability and the FRB and the FDIC +have not objected to the bail-in or if Group Inc. enters +bankruptcy or similar proceedings. The Single Resolution +Board imposes internal MREL requirements applicable to +GSBE. +Insolvency of a BHC or IDI.The Dodd-Frank Act createda +resolution regime, OLA, for BHCs and their affiliates that are +systemically important. Under OLA, the FDIC may be +appointed as receiver for the systemically important +institution and its failed non-bank subsidiaries if, upon the +recommendation of applicable regulators, theU.S. Secretary +of the Treasury determines, among other things, that the +institution is in default or in danger of default, that the +institution’s failure would have serious adverse effects on the +U.S. financial system and that resolution under OLAwould +avoid or mitigate those effects. +If the FDIC is appointed as receiver under OLA, then the +powers of the receiver, and the rights and obligations of +creditors and other parties who have dealt with the +institution, would be determined underOLA, and not under +the bankruptcy or insolvency law that would otherwise +apply. The powers of the receiver underOLA are generally +based on the powers of the FDIC as receiver for depository +institutions under theFDIA, describedbelow. +Substantial differences in the rights of creditors exist between +OLA and the U.S. Bankruptcy Code, including the right of +the FDIC underOLA to disregard the strict priority of +creditor claims in some circumstances, the use of an +administrative claims procedure to determine creditors’ +claims (as opposed to the judicial procedure utilized in +bankruptcy proceedings), and the right of the FDIC to +transfer claims to a “bridge” entity. In addition, OLA limits +the ability of creditors to enforce certain contractual cross- +defaults against affiliates of the institution in receivership. +The FDIC has issued a notice that it would likely resolvea +failed FHC by transferring its assets to a “bridge” holding +company under its “single point of entry” or “SPOE” strategy +pursuant to OLA. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 17 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_4.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..8a7fea59a731f322c746468ac278dc99ad7e0735 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_4.txt @@ -0,0 +1,19 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +John Waldron +President + +and + +Chief + +Operating + +Officer +David Solomon +Chairman and Chief Executive Officer +Denis Coleman +Chief + +Financial + +Officer \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_40.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..8435fb3f0737151a29f4c3b4f323b2694eadf6be --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_40.txt @@ -0,0 +1,89 @@ +Under the FDIA, if the FDIC is appointed as conservatoror +receiver for an IDI such as GS Bank USA, upon its insolvency +or in certain other events, the FDIC has broad powers, +including thepower: +• To transfer any of the IDI’s assets and liabilities to a new +obligor, including a newly formed “bridge” bank, without +the approval ofthe depository institution’s creditors; +• To enforce the IDI’s contracts pursuant to their terms +without regard to any provisions triggered by the +appointment of the FDIC in that capacity; or +• To repudiate or disaffirm any contract or lease to which +the IDI is a party, the performance ofwhich is determined +by the FDIC to be burdensome and the repudiation or +disaffirmance of which is determined by the FDIC to +promote the orderly administration of the IDI. +In addition, the claims of holders of domestic deposit +liabilities and certain claims for administrative expenses +against an IDI would be afforded a priority over other +general unsecured claims, including deposits at non-U.S. +branches and claims of debtholders of the IDI, in the +“liquidation or other resolution” of such an institutionby +any receiver. As a result, whether or not the FDIC ever +sought to repudiate any debt obligations ofGS Bank USA, +the debtholders (other than depositors at U.S. branches) +would be treated differently from, and could receive, if +anything, substantially less than, the depositors at U.S. +branches ofGS Bank USA. +Deposit Insurance. Deposits at GS Bank USA have the +benefit of FDIC insurance up to the applicable limits. The +FDIC’s Deposit Insurance Fund is funded by assessmentson +IDIs. GS Bank USA’s assessment (subject to adjustmentby +the FDIC) is currently based on its average total consolidated +assets less its average tangible equity during the assessment +period, its supervisory ratings and specified forward-looking +financial measures used to calculate the assessment rate.In +addition, the FDIC must recover, by special assessment, +losses to the FDIC deposit insurance fund as a result of the +FDIC’s use of the systemic risk exception to the least cost +resolution test under the FDIA. See “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Results of Operations — Operating +Expenses” in Part II, Item 7 of this Form 10-K for +information about the estimated impact of the FDIC special +assessment fee. The deposits of GSBE are covered by the +German statutory deposit protection program to the extent +provided by law. In addition,GSBE has elected to participate +in the German voluntary deposit protection program which +provides further insurance for certain eligible deposits +beyond the coverage of the German statutory deposit +program. Eligible deposits atGSIB and the London branchof +GS Bank USA are covered by the U.K. Financial Services +Compensation Scheme up to the applicable limits. +Prompt Corrective Action. The U.S. Federal Deposit +Insurance Corporation Improvement Act of 1991 (FDICIA) +requires the U.S. federal bank regulatory agencies to take +“prompt corrective action” in respect of depository +institutions that do not meet specified capital requirements. +FDICIA establishes five capital categories for FDIC-insured +banks, such as GS Bank USA: well-capitalized, adequately +capitalized, undercapitalized, significantly undercapitalized +and critically undercapitalized. +An institution may be downgraded to, or deemed to be in,a +capital category that is lower than is indicated by its capital +ratios if it is determined to be in an unsafe or unsound +condition or if it receives an unsatisfactory examination +rating with respect to certainmatters. FDICIA imposes +progressively more restrictive constraints on operations, +management and capital distributions, as the capital category +of an institution declines. Failure to meet the capital +requirements could also require a depository institution to +raise capital. Ultimately, critically undercapitalized +institutions are subject to the appointment of a receiveror +conservator, as described in “Insolvency of an IDI or a BHC” +above. +The prompt corrective action regulations do not apply to +BHCs. However, the FRB is authorized to take appropriate +action at the BHC level, based upon the undercapitalized +status of the BHC’s depository institution subsidiaries. In +certain instances, relating to an undercapitalized depository +institution subsidiary, the BHC would be required to +guarantee the performance of the undercapitalized +subsidiary’s capital restoration plan andmight be liable for +civil money damages for failure to fulfill its commitmentson +that guarantee. Furthermore, in the event of the bankruptcy +of the BHC, the guarantee would take priority over the +BHC’s general unsecured creditors, as described in “Sourceof +Strength” above. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +18 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_41.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..c38cac3fc25d28baf623649cfed50dfce753c760 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_41.txt @@ -0,0 +1,89 @@ +Volcker Rule and Other Restrictions on Activities.As a +BHC, we are subject to limitations on the types of business +activities inwhich we may engage. +Volcker Rule. The Volcker Rule prohibits “proprietary +trading,” but permits activities such as underwriting,market +making and risk-mitigation hedging, requires an extensive +compliance program and includes additional reporting and +record-keeping requirements. +In addition, the Volcker Rule limits thesponsorship of, and +investment in, “covered funds” (as defined in the rule) by +banking entities, including us. It also limits certain types of +transactions between us and our sponsored and advised +funds, similar to the limitations on transactions between +depository institutions and their affiliates. Covered funds +include our privateequity funds, certain of ourcredit andreal +estate funds, our hedge funds and certain other investment +structures. The limitation on investments in covered funds +requires us to limit our investment in each such fund to 3% +or less of the fund’s net asset value, and to limit our aggregate +investment in all such funds to 3% or less of our Tier1 +capital. +Other Restrictions.FHCs generally can engage in a broader +range of financial and related activities than are otherwise +permissible for BHCs as long as they continue tomeet the +eligibility requirements for FHCs. The broader range of +permissible activities for FHCs includes underwriting, dealing +and making markets in securities and making investments in +non-FHCs (merchant banking activities). In addition, certain +FHCs, including us, are permitted to engage in certain +commodities activities in the U.S. that may otherwise be +impermissible for BHCs, so long as the assets held pursuant +to these activities do not equal 5% or more of their +consolidated assets. +The FRB, however, has the authority to limit an FHC’s +ability to conduct activities that would otherwise be +permissible, and will likely do so if the FHC does not +satisfactorily meet certain requirements of the FRB. For +example, if an FHC or any of its U.S. depository institution +subsidiaries ceasesto maintain its status aswell-capitalized or +well-managed, the FRB may impose corrective capital and/or +managerial requirements, as well as additional limitations or +conditions. If the deficiencies persist, the FHC may be +required to divest its U.S. depository institution subsidiaries +or to cease engaging in activities other than the businessof +banking and certain closely related activities. +In addition, we are required to obtain prior FRB approval +before certain acquisitions and before engaging in certain +banking and other financial activities bothwithin and outside +the U.S. +U.S. G-SIBs, like us, are also required to comply with a rule +regarding single counterparty credit limits, which imposes +more stringent requirements for credit exposures among +major financial institutions. +The New York State banking law imposes lending limits +(which take into account credit exposure from derivative +transactions) and other requirements that could impact the +manner and scopeof GS BankUSA’s activities. +The U.S. federal bank regulatory agencies have issued +guidance that focuses on transaction structures and risk +management frameworks and that outlines high-level +principles for safe-and-sound leveraged lending, including +underwriting standards, valuation and stress testing.This +guidance has, among other things, limited the percentage +amount of debt that canbe included incertain transactions. +As a German credit institution, GSBE is subject toVolcker +Rule-type prohibitions under German banking law and +regulations because its financial assets exceed certain +thresholds. Prohibited activities include (i) proprietary +trading, (ii) high-frequency trading at a German trading +venue, and (iii) lending and guarantee businesses with +German hedge funds, German funds of hedge funds or any +non-German substantially leveraged alternative investment +funds, unless an exclusion oran exemptionapplies. +As part of its implementation of the Basel IIIRevisions, the +E.U. is introducing new restrictions on the provision of +certain “core” banking services cross-border into the E.U. +and new requirements on E.U. branches of third-country +banks, such as the Germanbranch of GSIB. +U.K. banks that have over £25 billion of core retail deposits +are required to separate their retail banking services from +their investment and international banking activities, +commonly known as “ring-fencing.” GSIB is not currently +subject to the ring-fencing requirement. In September 2023, +the treasury department of the U.K. government proposed to +increase the ring-fencing deposit threshold from £25 billion +to £35 billion of core retaildeposits. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 19 +The secret office supply is an "envelope". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_42.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..3f1026bf9dd03651d3729db318a822a60018c938 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_42.txt @@ -0,0 +1,87 @@ +Community Reinvestment Act (CRA).In 2023, GS Bank +USA ceased to be assessed as a “wholesale bank” for CRA +and New York Community Reinvestment Act (NYCRA) +compliance purposes. GS Bank USA instead adopted a +strategic plan that was approved by the FRB andNYDFS. +The 2023 strategic plan will be in effect through 2028. While +the plan is in effect, its termswill not be impacted by the +revised federal CRA regulations, jointly published by the +FDIC, FRB, and OCC in October 2023. The revised federal +CRA regulations tailor CRA evaluations to bank size and +type, with many of the changes applying only to banks with +over $2 billionin assets and several applying only to banks +with over $10billion in assets, includingGS Bank USA. +The CRA does not establish specific lending requirementsor +programs for financial institutions nor does it limit an +institution’s discretion to develop the types of products and +services that it believes are best suited to its particular +community, but depository institutions may only receive +CRA credit for certain types of lending and for lending, +investments and services that support community +development, as defined in the CRA regulations. The CRA +and its regulations require each appropriate federal bank +regulatory agency, in connectionwith its examination of a +depository institution, to assess such institution’s recordof +meeting the credit needs of the communities served by that +institution, including the needs of low- and moderate-income +borrowers and neighborhoods, and to make such assessment +available to the public. +The assessment also is part of the FRB’s considerationof +applications to acquire, merge or consolidate with another +banking institution or its holding company, to assume +deposits of or acquire assets from another depository +institution, to establish a new domestic branch office that +will accept deposits, or to relocate an office. In the case ofa +BHC applying for approval to acquire a bank or another +BHC, the FRB will assess the records of performance under +the CRA of the IDIs involved in the transaction, and such +records may be the basis for denying the application. +If GS Bank USA fails to maintain at least a “satisfactory” +rating under the CRA, it would be subject to restrictions on +certain new activities and acquisitions. +We are also subject to provisions of theNew York Banking +Law that impose continuing and affirmative obligations upon +New York State-chartered banks, such as GS BankUSA, to +serve the credit needs of its local community (NYCRA). Such +obligations are substantiallysimilar to those imposed by the +CRA. The NYCRA requires theNYDFS to make a periodic +written assessment of an institution’s compliance with the +NYCRA, and to make such assessment available to the +public. The NYCRA also requires theNYDFS to consider the +NYCRA rating when reviewing an application to engage in +certain transactions, includingmergers, asset purchases and +the establishment of domestic branch offices, and provides +that such assessment may serve as a basis for the denialof +any such application. +Broker-Dealer and Securities Regulation +Our broker-dealer subsidiaries, including GS&Co., are +subject to regulations that cover all aspects of the securities +business, including sales methods, trade practices, the use and +safekeeping of clients’ funds and securities, capital structure, +record-keeping, the financing of clients’ purchases, and the +conduct of directors, officers and employees. In theU.S., the +SEC is the federal agency responsible for the administration +of the federal securities laws. +U.S. state securities and other U.S. regulators also have +regulatory or oversight authority over GS&Co. For a +description of net capital requirements applicable to +GS&Co., see “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — SubsidiaryCapital +Requirements — U.S. RegulatedBroker-Dealer Subsidiaries” +in Part II, Item 7of this Form 10-K. +The SEC has adopted a rule, effective January 2, 2024, that +requires lenders of securities to provide the material terms of +securities lending transactions to FINRA and for FINRAto +make certain terms publicly available. Reporting under this +rule will be requiredbeginning in January 2026. +The SEC requires broker-dealers to act in the best interest of +their retail customers. SEC rules require broker-dealers to +provide a standardized, short-form disclosure highlighting +services offered, applicable standards of conduct, fees and +costs, the differences between brokerage and advisory +services, and any conflicts of interest. In addition, several +states have adopted or proposed adopting uniform fiduciary +duty standards applicable tobroker-dealers. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +20 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_43.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc2b2b3188010fe31ed88553e3dbf993933666f0 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_43.txt @@ -0,0 +1,106 @@ +In December 2022, the SEC issued four proposals to reform +the U.S. equity market structure. The SEC proposed +establishing a broker-dealer best execution standard, which +would require broker-dealers to usereasonable diligence to +ascertain the best market for a customer order so that the +resultant price to the customer is as favorable as possible +under prevailing market conditions. The best execution +standard applies to all securities and supplements, but does +not replace, the existing FINRA and Municipal Securities +Rulemaking Board (MSRB) best execution rules. The SEC +also proposed, among other things, to require that individual +investor orders routed through broker-dealers be exposed to +order-by-order competition in qualified auctions; to update +the minimum pricing increments, with variable price +increments based on the trading characteristics of stocks; and +to revise and expand reporting and disclosure requirements +relating to execution quality. +In June 2023, FINRA issued a proposal thatwould require +certain broker-dealers, including GS&Co. to meet certain +liquidity requirements and to establish a liquidity risk +management program, including conducting liquidity stress +testing and maintaining a contingency funding plan, and +comply with notification and reporting requirements. +The SEC, FINRA and regulators in various non-U.S. +jurisdictions have imposed both conduct-based and +disclosure-based requirements with respect to research +reports and research analysts and may impose additional +regulations. +In November 2023, the SEC adopted a rule that prohibits +participants involved in the creation of asset-backed +securities, including any underwriter, placementagent, initial +purchaser or sponsor of an asset-backed security (or any +affiliate or subsidiary), from engaging in any transaction that +involves or results in a material conflict of interest between +the securitization participant and an investor in an asset- +backed security, including reducing its exposure to the asset- +backed securities, subject to certain exceptions. +In December 2023, the SEC adopted a rule that necessitates +SEC-registered clearing agencies to set up policies and +procedures that would, among other things, requiremany +market participants to clear cash and repurchase treasury +securities transactions through such a clearing agency by +December 2025 for cash transactions and by June 2026 for +repurchase transactions. +GS&Co. and other U.S. subsidiaries are also subject to rules +adopted by U.S. federal agencies pursuant to the Dodd-Frank +Act that require any person who organizes or initiates certain +asset-backed securities transactions to retain a portion +(generally, at least five percent) of any credit risk that the +person conveys to a third party. For certain securitization +transactions, retention by third-party purchasersmay satisfy +this requirement. +In Europe, we provide broker-dealer services, including +through GSBE, GSPIC and GSI, that are subject to oversight +by European and national regulators. These services are +regulated in accordance with E.U., U.K. and other national +laws and regulations. These laws require, among other +things, compliance with certain capital adequacy and +liquidity standards, customer protection requirements and +market conduct and trade reporting rules. Certain of our +European subsidiaries are also regulated by the securities, +derivatives and commodities exchanges of which they are +members. +In the E.U. and the U.K., the European Markets in Financial +Instruments Directive (MiFID II) and the European Markets +in Financial Instruments Regulation (MiFIR) established +trading venue categories for the purposes of discharging the +obligation to tradeOTC derivatives on a trading platform, +enhanced pre- and post-trade transparency covering a wide +range of financial instruments, placed volume caps on non- +transparent liquidity trading for equities trading venues, +limited the use of broker-dealer equities crossing networks +and created a regime for systematic internalizers, which are +investment firms that execute client equity transactions +outside a trading venue. Additional control requirements +apply to algorithmic trading, high frequency trading and +direct electronic access. Commodities trading firms are +required to calculate their positions and adhere to specific +position limits. MiFID II and MiFIR also requireenhanced +transaction reporting, the publication of best execution data +by investment firms and trading venues, transparency on +costs and charges of service to investors, restrictions on the +way investment managers can pay for the receipt of +investment research, rules limiting the payment and receiptof +soft commissions and other forms of inducements, and +mandatory unbundling for broker-dealers between execution +and other major services. Certain of our non-U.S. +subsidiaries, including GSBE and GSI, are subject to risk +retention requirements in connection with securitization +activities. +GSJCL, our regulated Japanese broker-dealer, is subject to +capital requirements imposed by Japan’s Financial Services +Agency. GSJCL is also regulated by the Tokyo Stock +Exchange, the Bank of Japan and the Ministry of Finance, +among others. +The Securities and Futures Commission in HongKong, the +China Securities Regulatory Commission, theReserve Bank +of India, the Securities and Exchange Board of India, the +Australian Securities and Investments Commission, the +Australian Securities Exchange, the MonetaryAuthority of +Singapore, the Korean Financial Supervisory Service and the +Central Bank of Brazil, among others, regulate various of our +subsidiaries and also have capital standards and other +requirements comparable to therules of the U.S. regulators. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 21 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_44.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..cead4f1c8f266b0823548431a42a78d2ad2f417e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_44.txt @@ -0,0 +1,93 @@ +Our exchange-based market-making activities are subjectto +extensive regulation by a number of securities exchanges. As +a market maker on exchanges,we are required tomaintain +orderly markets inthe securities to which we are assigned. +Swaps, Derivatives and Commodities Regulation +The commodity futures, commodity options and swaps +industry in the U.S. is subject to regulation under the U.S. +Commodity Exchange Act (CEA). The CFTC is the U.S. +federal agency charged with the administration of the CEA. +In addition, the SEC is the U.S. federal agency charged with +the regulation of security-based swaps. The rules and +regulations of various self-regulatory organizations, suchas +the Chicago Mercantile Exchange, other futures exchanges +and the National Futures Association (NFA), also govern +commodity futures, commodity options and swaps activities. +The terms “swaps” and “security-based swaps” include a +wide variety of derivative instruments in addition to those +conventionally referred to as swaps (including certain +forward contracts and options), and relate to a wide variety +of underlying assets or obligations, including currencies, +commodities, interest or other monetary rates, yields, indices, +securities, credit events, loans and other financialobligations. +CFTC rules require registration of swapdealers, mandatory +clearing and execution of interest rate and credit default +swaps and real-time public reporting and adherence to +business conduct standards for all in-scope swaps. A number +of these requirements, particularly those regarding +recordkeeping and reporting, also apply to transactions that +do not involve a registered swap dealer.GS&Co. and other +subsidiaries, including GS Bank USA, GSBE, GSI and J. +Aron, are registered with the CFTC as swap dealers. The +CFTC has rules establishing capital requirements for swap +dealers that are not subject to the capital rules of a prudential +regulator, such as the FRB. The CFTC also has financial +reporting requirements for covered swap entities and capital +rules for CFTC-registered futures commission merchants that +provide explicit capital requirements for proprietary +positions in swaps and security-based swaps that are not +cleared by a clearing organization. Certain of our registered +swap dealers, including J. Aron, are subject to the CFTC’s +capital requirements. +Our affiliates registered as swap dealers are subject to the +margin rules issued by the CFTC (in the case of our non-bank +swap dealers) and the FRB (in the case ofGS Bank USA and +GSBE). Inter-affiliate transactions under the CFTC and FRB +margin rules are generally exempt from initial margin +requirements. +Our affiliates registered as swap dealers are also subject to +NFA regulation, including requirements pertaining to +cybersecurity and supervision, and theNFA examines them +for compliance with these requirements as well as compliance +with CFTC rules. +SEC rules govern the registration and regulation of security- +based swap dealers. Security-based swaps are defined as +swaps on single securities, single loans or narrow-based +baskets or indices of securities. The SEC has adopted a +number of rules for security-based swap dealers, including (i) +capital, margin and segregation requirements; (ii) record- +keeping, financial reporting and notification requirements; +(iii) business conduct standards; (iv) regulatory and public +trade reporting; and (v) the application of risk mitigation +techniques to uncleared portfolios of security-based swaps. +Certain of our subsidiaries, including GS&Co., GS BankUSA +and GSBE, are registered with the SEC as security-based +swap dealers and subject to the SEC’s regulations regarding +security-based swaps. The SEC has proposed additional +regulations regarding security-based swaps that would, +among other things, require public reporting of large +positions in security-basedswaps. +GS Bank USA and GSBE are also subject to the FRB’s swaps +margin rules. These rules require the exchange of initial and +variation margin in connection with transactions in swaps +and security-based swaps that are not cleared through a +registered or exempt clearinghouse. GS BankUSA andGSBE +are required to post and collectmargin in connection with +transactions with swap dealers, security-based swap dealers, +major swap participants andmajor security-based swap +participants, or financial endusers. +The CFTC and the SEC have adopted rules relating to cross- +border regulation of swaps and security-based swaps, and +business conduct and registration requirements.The CFTC +and the SEC have entered into agreements with certain non- +U.S. regulators regarding the cross-border regulation of +derivatives and the mutual recognition of cross-border +execution facilities and clearinghouses, and have approved +substituted compliance with certain non-U.S. regulations +related to certain business conduct requirements and margin +rules, among other requirements. The U.S. prudential +regulators have not yet made a determination with respect to +substituted compliance for transactions subject to non-U.S. +margin rules. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +22 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_45.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..1e4472a6c05cc244331966514e6359a658f34c67 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_45.txt @@ -0,0 +1,94 @@ +Similar types of regulation have been proposed or adopted in +jurisdictions outside the U.S., including in the E.U. and +Japan. Under the European Market Infrastructure Regulation +(EMIR), for example, the E.U. and the U.K. have established +regulatory requirements relating to portfolio reconciliation +and reporting, clearing certain OTC derivatives and +margining for uncleared derivatives activities. In addition, +under the European Markets in Financial Instruments +Directive and Regulation, transactions in certain types of +derivatives are required to be executed on regulated +platforms or exchanges. +The CFTC has adopted rules that limit the size of positions +in physical commodity derivatives that can be held by any +entity, or any group of affiliates or other parties trading +under common ownership or control. The CFTC position +limits apply to futures on physical commodities and options +on such futures, apply to both physically and cash settled +positions and to swaps that are economically equivalent to +such futures and options. The position limit rules initially +impose limits in the spot month only (i.e., during the delivery +period for the physical commodities, which is typically a +period of several days). CFTC spot and non-spot month +limits will continue to apply to futures on certain legacy +agricultural commodities. +J. Aron is authorized by the U.S. Federal Energy Regulatory +Commission (FERC) to sell wholesale physical power at +market-based rates. As a FERC-authorized powermarketer, +J. Aron is subject to regulation under the U.S. Federal Power +Act and FERC regulations and to the oversight of FERC. Asa +result of our investing activities, Group Inc. is also an +“exempt holding company” under the U.S. Public Utility +Holding Company Act of 2005 and applicable FERCrules. +In addition, as a result of ourpower-related and commodities +activities, we are subject to energy, environmental and other +governmental laws and regulations, as described in “Risk +Factors — Legal and Regulatory — Our commodities +activities, particularly our physical commodities activities, +subject us to extensive regulation and involve certain +potential risks, including environmental, reputational and +other risks that may expose us to significant liabilities and +costs” in Part I, Item 1A of this Form 10-K. +GS&Co. is registered with the CFTC as a futures commission +merchant, and several of our subsidiaries, including GS&Co., +are registered with the CFTC and act as commodity pool +operators and commodity trading advisors.Goldman Sachs +Financial Markets, L.P. is registeredwith the SEC as an OTC +derivatives dealer. +Asset Management and Wealth Management +Regulation +Our asset management and wealth management businesses +are subject to extensive oversight by regulators around the +world relating to, among other things, the fair treatment of +clients, safeguarding of client assets, offerings of funds, +marketing activities, transactions among affiliates and our +management of client funds. +The federal securities laws impose fiduciary duties on +investment advisers, including GS&Co., Goldman Sachs +Asset Management, L.P. and our other U.S. registered +investment adviser subsidiaries. Additionally, SEC rules +require investment advisers toprovide a standardized, short- +form disclosure highlighting services offered, applicable +standards of conduct, fees and costs, the differences between +brokerage and advisory services, and any conflicts of interest. +Several states have adopted or proposed adopting uniform +fiduciary duty standardsapplicable to advisers. +In November 2022, the SEC proposed, among other things, +amendments to the rules governing liquidity risk +management and swing pricing of open-end management +investment companiessuch asmutual funds. +In August 2023, the SEC adopted final private fund adviser +reform rules under the Investment Advisers Act of 1940 +requiring for the first timeprivate fund advisers registered +with the SEC to, among other things, provide investors with +quarterly (within 45 days, or 75 days for fund of funds, after +the end of each of the first three fiscal quarters) and annual +(within 90 days, or 120 days for fund of funds, after the end +of each fiscal year) statements detailing information +regarding private fund performance, fees and expenses; +obtain an annual audit for each private equity fund; and +obtain a fairness opinion or valuation opinion in connection +with an adviser-led secondary transaction. The dates by +which private fund advisersmust achieve compliance vary by +specific rule, with compliance dates through March 2025. +Timely compliance with these new quarterly and annual +reporting requirements will require us to create or enhance +systems and disclosure controlsand procedures. +The SEC has also adopted a rule that requires certain +institutional investment managers thatmeet or exceed certain +specified reporting thresholds to report on a monthly basis +specific short position data and short activity data for equity +securities. Reporting under this rule will be required +beginning in January 2025. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 23 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_46.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..c32c611563ea93f0016a802e7237eeef1bfee9ae --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_46.txt @@ -0,0 +1,98 @@ +Certain of our European subsidiaries, including GSBE in the +E.U. and GSAMI in the U.K., are subject to MiFID II and/or +related regulations (including the U.K. legislation making +such regulations part of U.K. law), which govern the +approval, organizational, marketing and reporting +requirements of E.U. or U.K.-based investmentmanagers and +the ability of investment fund managers located outside the +E.U. or the U.K. to access those markets.Goldman Sachs +Asset Management BV is subject to similar requirements asa +management company licensed under the E.U.Undertakings +for Collective Investment in Transferable Securities (UCITS) +Directive and the E.U. Alternative Investment Fund +Managers (AIFM) Directive with additional authorizations +for certain activities regulated under MiFID II. Our asset +management business in the E.U. and the U.K. significantly +depends on our ability to delegate parts of our activities to +other affiliates. +GSAMI is also subject to the prudential regime for U.K. +investment firms, the Investment Firms Prudential Regime, +which governs the prudential requirements for U.K. +investment firmsprudentially regulated by the FCA. +Consumer Regulation +Our U.S. consumer-oriented activities are subject to +supervision and regulation by the CFPB with respect to +federal consumer protection laws, including laws relating to +fair lending and the prohibition of unfair, deceptive or +abusive acts or practices in connectionwith the offer, saleor +provision of consumer financial products and services.Our +consumer-oriented activities are also subject to various state +and local consumer protection laws, rules and regulations, +which, among other things, impose obligations relatingto +marketing, origination, servicing and collections activities in +our consumer businesses. Many of these laws, rules and +regulations also applyto our small business lending activities, +which are also subject to supervision and regulation by +federal and state regulators.In addition, our U.K. consumer +deposit-taking activities are subject to U.K. consumer +protection laws and regulations. +Compensation Practices +Our compensation practices are subject to oversight by the +FRB and, with respect to some of our subsidiaries and +employees, by other regulatory bodiesworldwide. +The FSB has released standards for implementation by local +regulators that are designed to encourage sound +compensation practices at banks and other financial +companies. The U.S. federal bank regulatory agencies have +also provided guidance designed to ensure that incentive +compensation arrangements at banking organizations take +into account risk and are consistent with safe and sound +practices. The guidance sets forth the following three key +principles with respect to incentive compensation +arrangements: (i) the arrangements should provide employees +with incentives that appropriately balance risk and financial +results in a manner that does not encourage employees to +expose their organizations to imprudent risk; (ii) the +arrangements should be compatible with effective controls +and risk management; and (iii) the arrangements should be +supported by strong corporate governance. The guidance +provides that supervisory findings with respect to incentive +compensation will be incorporated, as appropriate, into the +organization’s supervisory ratings, which can affect its ability +to make acquisitions or performother actions.The guidance +also notes that enforcement actions may be taken againsta +banking organization if its incentive compensation +arrangements or related risk management, control or +governance processes pose arisk to the organization’s safety +and soundness. +The Dodd-Frank Act requires U.S. financial regulators, +including the FRB and SEC, to adopt rules on incentive-based +payment arrangements at specified regulated entities having +at least $1 billion in total assets. The U.S. financial regulators +proposed revised rules in 2016, which have not been finalized. +In accordance with an SEC rule, securities exchanges have +adopted rules mandating, in the case of a restatement, the +recovery or “clawback” of excess incentive-based +compensation paid to current or former executive officers +and requiring listed issuers to disclose any recovery analysis +where recovery is triggeredby a restatement. +The NYDFS’ guidance emphasizes that any incentive +compensation arrangements tied to employee performance +indicators at banking institutions regulated by the NYDFS, +including GS Bank USA, must be subject to effective risk +management, oversight andcontrol. +In the E.U., certain provisions in the CRR and CRD are +designed to meet the FSB’s compensation standards.These +provisions limit the ratio of variable to fixed compensation of +all employees at GSBE and of certain employees at our other +operating subsidiaries in the E.U., including those employees +identified as having a material impact on the risk profileof +regulated entities. CRR II and CRD V amended certain +aspects of these rules, including, by increasing minimum +variable compensationdeferral periods. +The E.U. and the U.K. have each also introduced investment +firm regimes, including rules regulating compensation for +certain persons providing services to certain investment +funds. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +24 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_47.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d527a281fd3285b805e875440ea8caff7eb3d0a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_47.txt @@ -0,0 +1,96 @@ +Anti-Money Laundering and Anti-Bribery Rules and +Regulations +The U.S. Bank Secrecy Act, as amended (BSA), including by +the USA PATRIOT Act of 2001, contains anti-money +laundering and financial transparency laws and authorizes or +mandates the promulgation of various regulations applicable +to financial institutions, including standards for verifying +client identification at account opening, and obligations to +monitor client transactions and report suspicious activities. +Through these and other provisions, the BSA seeks, among +other things, to promote the identification of parties thatmay +be involved in terrorism, money laundering or other +suspicious activities. +The Anti-Money Laundering Act of 2020 (AMLA), which +amends the BSA, is intended to comprehensively reform and +modernize U.S. anti-money laundering laws. Among other +things, the AMLA codifies a risk-based approach to anti- +money laundering compliance for financial institutions; +requires the U.S. Department of the Treasury to periodically +promulgate priorities for anti-money laundering and +countering the financing ofterrorism policy; requires the +development of standards by the U.S. Department of the +Treasury for testing technology and internal processes for +BSA compliance; expands enforcement- and investigation- +related authority, including a significant expansion in the +available sanctions for certain BSA violations; and expands +BSA whistleblower incentives and protections. Many of the +statutory provisions in the AMLA will require additional +rulemakings, reports and other measures, and the impactof +the AMLA will depend on, among other things, rulemaking +and implementation guidance. The Financial Crimes +Enforcement Network (FinCEN), a bureau of the U.S. +Department of Treasury, has issued the priorities for anti- +money laundering and countering the financing of terrorism +policy, as required under the AMLA. The priorities include: +corruption, cybercrime, terrorist financing, fraud, +transnational crime, drug trafficking, human trafficking and +proliferation financing. +We are subject to other laws and regulations worldwide +relating to anti-money laundering and financial transparency, +including the E.U. Anti-Money Laundering Directives. In +addition, we are subject to the U.S.Foreign CorruptPractices +Act (FCPA), the U.K. Bribery Act and other laws and +regulations worldwide regarding corrupt and illegal +payments, or providing anything of value, for the benefit of +government officials and others. The scope of the types of +payments or other benefits covered by these laws is very +broad. These laws and regulations include requirements +relating to the identification of clients, monitoring for and +reporting suspicious transactions, monitoring direct and +indirect payments to politically exposed persons, providing +information to regulatory authorities and law enforcement +agencies, and sharing information with other financial +institutions. +Privacy and Cybersecurity Regulation +Our businesses are subject to numerous laws and regulations +relating to the privacy of information regarding clients, +employees and others. These include, but are not limited to, +the GLB Act, the California Consumer PrivacyAct of 2018, +as amended by the California Privacy Rights Act of 2020, the +E.U.’s General Data Protection Regulation (GDPR), the +U.K.’s Data Protection Act 2018 and U.K. GDPR, the Swiss +Federal Data Protection Act, the Japanese Personal +Information Protection Act, the Personal Information +Protection Law of the People’s Republic ofChina, and the +Singapore Personal Data Protection Act. Generally, privacy +laws impose obligationswith regard to the collection, use and +disclosure of personal information and require public +disclosure of privacy practices. Some privacy laws offer +individuals certain rights about how their personal +information is processed, provide for significant penalties for +non-compliance, and, under certain circumstances, impose +requirements for transfers of personal data across national +borders. Several non-U.S. jurisdictions have enacted, or are +proposing, privacy and dataprotection laws, including India, +which enacted aprivacy protection law inAugust 2023. +In March 2023, the SEC proposed to amendRegulation S-P +that implements the GLB Act and Regulation Systems +Compliance and Integrity Regulation (SCI). The proposed +amendments to Regulation S-P would require broker-dealers, +investment companies and investment advisers registered +with the SEC to adopt written policies and procedures for +incident response programs to address unauthorized access to +or use of customer information. The amendedRegulation S-P +would require covered entities to notify within 30 days +individuals affected by an incident involving sensitive +customer information and provide them withdetails about +the incident and other information intended to help affected +individuals respond appropriately. The proposed +amendments to Regulation SCI would, among other things, +expand the types of entities covered by the regulation, require +additional policies and procedures to address cybersecurity +risks, and require disclosure of additional types of +cybersecurity events to theSEC. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 25 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_48.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1e655be68ec103373cde54c398f2b74ab4b09e1 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_48.txt @@ -0,0 +1,89 @@ +Our businesses are also subject to laws and regulations +governing cybersecurity and related risks, andwhich require +regulatory disclosures, and, in some instances, individual +disclosures, of certain security incidents. These include, but +are not limited to, the NYDFS Cybersecurity Requirements +for Financial Services Companies. The NYDFS also requires +financial institutions regulated by the NYDFS, including GS +Bank USA, to, among other things, (i) establish andmaintain +a cybersecurity program designed to ensure the +confidentiality, integrity and availability of their information +systems; (ii) implement and maintain awritten cybersecurity +policy setting forth policies and procedures for the protection +of their information systems and nonpublic information; and +(iii) designate a Chief Information Security Officer. On +November 1, 2023, the NYDFS adopted amendments to its +cybersecurity regulations that will impose heightened or +additional requirements with respect to cybersecurity +incident notifications, risk managementand governance. +In January 2023, the E.U. Digital Operational Resilience Act +(DORA) became effective andwill apply from January 2025. +DORA requires E.U. financial entities, such asGSBE, to have +a comprehensive governance and control framework for the +management of information and communications technology +risk. +In October 2023, the CFPB issued a proposed rule regarding +personal financial data rights thatwould apply to financial +institutions that offer consumer deposit accounts such as GS +Bank USA. Covered financial institutionswould be required +to provide consumers electronic access to 24 months of +transaction data and certain account information under the +proposed rule and would be prohibited from imposing any +fees or charges for maintaining or providing access to such +data. The proposed rule would also impose data accuracy, +retention and other obligations. Wewill continue to evaluate +the proposed rule and the impact onGS Bank USA. +See “Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Risk Management +— Cybersecurity Risk Management” in Part II, Item 7 of this +Form 10-K for further information about our cybersecurity +risk management, strategy and governance. +Environmental, Socialand Governance (ESG) +Policymakers, lawmakers and regulators in the U.S. and +other jurisdictions have recently increased their focus on +ESG-related risk oversight, disclosure, and practices at +financial institutionsand other companies. +In October 2023, the federalbank regulatory agencies jointly +issued principles for climate-related financial risk +management for large financial institutions, which apply to +regulated financial institutions withmore than $100 billion in +total consolidated assets, including us. The principles are +intended to support efforts by large financial institutions to +focus on key aspects of climate-related financial risk +management and consist of six general principles: (1) +governance; (2) policies, procedures, and limits; (3) strategic +planning; (4) risk management; (5) data, risk measurement, +and reporting; and (6) scenario analysis. In September 2023, +the SEC adopted amendments to Rule 35d-1 (NamesRule) +under the Investment Company Act of 1940.The previous +Names Rule generally required a fund with a name +suggesting a focus in a particular type of investment, or in +investments in a particular industry or geographic region, to +adopt a policy to invest at least 80% of the value of its assets +in the type of investment, or in investments in the industry, +country or geographic region, suggested by its name.The +amendments expand such 80% investment policy to apply to +any fund name with terms suggesting that the fund focuses in +investments that have, or investments whose issuers have, +particular characteristics, including names that suggest the +fund incorporates ESG factors in its investment decisions. In +May 2022, the SEC proposed a rule that would require +enhanced disclosures by certain investment advisers and +investment companies about their ESG investment practices. +In March 2022, the SEC proposed a rule on the enhancement +and standardizationof climate-related disclosures for +investors. The proposal would require public issuers, +including Group Inc., to significantly expand the scopeof +climate-related disclosures in their SEC filings. +Several states in which we operate have enacted or proposed +statutes, regulations or guidance addressing climate change +and other ESG issues. For example, in December 2022, the +NYDFS proposed guidance on climate-related financial risk +management applicable to NYDFS-regulated banking and +mortgage organizations, including GS Bank USA. The +proposed guidance would address material financial risks +related to climate change faced by these organizations in the +context of risk assessment, risk management, and risk +appetite setting. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +26 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_49.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..8eb2a0fdf44b857a72328673c1958bd664773bc2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_49.txt @@ -0,0 +1,84 @@ +In December 2021, the FCA introduced mandatory Taskforce +on Climate-related Financial Disclosures (TCFD)-aligned +disclosure requirements for certain FCA-regulated firms. GSI +and GSAMI published their first TCFD entity-level report for +in-scope asset and wealth management activity due under +these requirements in 2023. We continue to assess the impact +of other ESG-related regulatory frameworks that will, or are +proposed to, in the future apply to our FCA- and/or PRA- +regulated subsidiaries, including the rules adopted by the +FCA in December 2023 on sustainability disclosure +requirements and investment labels. Our PRA-regulated +banking subsidiaries are also subject to the PRA’s supervisory +expectations for the management of climate-related financial +risks, including with respect to governance, riskmanagement, +scenario analysis and disclosure. Certain of our E.U. and +non-E.U. entities will be subject to new sustainability-related +laws being implemented by E.U. policymakers andmember +states. In particular, beginningwith 2024 year-end reporting, +we are subject to extensive disclosure requirements of the +Corporate Sustainability Reporting Directive (CSRD). The +CSRD will significantly expand the scope of ESG disclosure +required of us. In addition, the E.U.’s proposed Corporate +Sustainability Due DiligenceDirective (CSDDD), if and when +adopted, may subject certain of our E.U. and non-E.U. +entities to additional due diligence obligations and +governance requirements with respect to their own +operations and activities of their external suppliers in their +upstream value chain. Group Inc.will also be required to +disclose its transition plan by 2030 (planned out in five-year +increments) to align its business strategywith limiting global +warming to 1.5˚C. The CSDDD remains subject to +finalization and adoption by E.U. policymakers, and we are +continuing to evaluate its potential impact. Our regulated +banking subsidiaries in the E.U. are also subject to +supervisory expectations and potential enforcement actions +for, among others, the management of climate-related +financial risks and related disclosure. +Information about our Executive Officers +Set forth below are the name, age, present title, principal +occupation and certain biographical information for the +executive officers who havebeen appointed by, and serve at +the pleasure of, GroupInc.’s Board. +Philip R. Berlinski, 47 +Mr. Berlinski has been Global Treasurer since October 2021; +he also serves as Chief ExecutiveOfficer of Goldman Sachs +Bank USA and has served as interim Global Co-Head or +Head of Platform Solutions since June 2023. He had +previously served as Chief Operating Officer of Global +Equities from May 2019. Prior to that, he wasCo-Head of +Global Equities Trading and Execution Services from +September 2016 to May 2019. +Denis P. Coleman III, 50 +Mr. Coleman has been Chief FinancialOfficer since January +2022. He had previously served as DeputyChief Financial +Officer from September 2021 and, prior to that,Co-Head of +the Global Financing Group from June 2018 to September +2021. From 2016 to June 2018, he wasHead of the EMEA +Financing Group, and from 2009 to 2016 he was Head of +EMEA CreditFinance inLondon. +Sheara J. Fredman, 48 +Ms. Fredman has been Controller and Chief Accounting +Officer since November 2019. She had previously servedas +Head of Regulatory Controllers from September 2017 and, +prior to that, shehad served as GlobalProduct Controller. +Brian J. Lee, 57 +Mr. Lee has been Chief Risk Officer since November 2019. +He had previously served as Controller and ChiefAccounting +Officer from March 2017 and, prior to that, he had served as +Deputy Controller from2014. +John F.W. Rogers,67 +Mr. Rogers has been an Executive Vice President sinceApril +2011 and Secretary to the Board since December 2001.He +also served as Chief of Staff from December 2001 to +September 2023. +Kathryn H. Ruemmler,52 +Ms. Ruemmler has been the Chief Legal Officer, General +Counsel and Secretary since March 2021, and was previously +Global Head of Regulatory Affairs from April 2020. From +June 2014 to April 2020, Ms. Ruemmler was a Litigation +Partner at Latham & WatkinsLLP, a globallaw firm, where +she was Global Chair of the White Collar Defense and +Investigations practice. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 27 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_5.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..6fc42df59316fe5fb2daba62d751ed8fd80e84c6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_5.txt @@ -0,0 +1,95 @@ +3 +Enhancing the Strength +of Our Franchise +One reason I’m excited about the future is +the strength of our core franchise. We have two +world-class and interconnected businesses: +Global Banking & Markets, which comprises our +top-ranked investment bank1 as well as FICC and +Equities, and Asset & Wealth Management, a +leading global active asset manager with a top 5 +alternatives business2 and a premier ultra–high +net worth wealth management franchise. +Over the past year, we have continued to enhance +our franchise. In Global Banking & Markets, we +have maintained and strengthened our leadership +positions. We were #1 in Advisory net revenues for +the 21st year in a row as well as #1 in equity and +equity-related underwriting volumes and #2 in high- +yield debt volumes.3 We were also #1 in Equities +and a top 3 player in FICC,4 where we achieved our +second-highest net revenue year since 2010. +It’s clear that our One Goldman Sachs operating ethos +and client-centric approach are having an impact. +In Global Banking & Markets, we have increased our +wallet share by nearly 350 basis points since 2019,5 +and in FICC and Equities, we are in the top 3 with +117 of the top 150 clients — up from 77 in 2019.6 +In + +addition, + +since + +2019, + +our + +financing + +revenues + +a +cross FICC and Equities have grown at a 15 percent +compounded annual growth rate to a record of +nearly $8 billion in 2023. +Global Banking & Markets +• Strengthened + +client + +franchise + +with + +growth + +in + +wallet + +share + +since + +2019 +• Record + +financing + +revenues + +across + +FICC + +and + +Equities +Asset & Wealth Management +• + Gr +ew more durable revenues and achieved new record for Management and other fees +• + R +educed historical principal investments7 and surpassed alternatives fundraising target +Solid Progress on Execution Priorities in 2023 +David Solomon + “ Over the past year, +we have continued to +enhance our franchise. + ... It’s clear that our +One Goldman Sachs +operating ethos and +client-centric approach +are having an impact.” \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_50.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..d23ee7417e647e7dc9b36ac40641e938cdb18be4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_50.txt @@ -0,0 +1,98 @@ +David Solomon, 62 +Mr. Solomon has been Chairman of the Board since January +2019 and Chief Executive Officer and a director since +October 2018. He had previously served as President and +Chief or Co-Chief Operating Officer from January 2017 and +Co-Headof the Investment BankingDivision from July 2006 +to December 2016. +John E. Waldron, 54 +Mr. Waldron has been President and Chief OperatingOfficer +since October 2018. He had previously served as Co-Head of +the Investment Banking Division fromDecember 2014. Prior +to that he was Global Head of Investment Banking Services/ +Client Coverage for the Investment BankingDivision and had +oversight of the Investment Banking Services Leadership +Group, and from 2007 to 2009 wasGlobal Co-Head of the +Financial Sponsors Group. +Available Information +Our internet address is www.goldmansachs.com +and the +investor relations section of our website is located at +www.goldmansachs.com/investor-relations, where we make +available, free of charge, our annual reports on Form 10-K, +quarterly reportson 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 materialwith, or furnish it to, +the SEC. Also posted on ourwebsite, and available in print +upon request of any shareholder to our Investor Relations +Department (Investor Relations), are our certificate of +incorporation and by-laws, charters for our Audit, Risk, +Compensation, Corporate Governance and Nominating, and +Public Responsibilities Committees, our Policy Regarding +Director Independence Determinations, our Policy on +Reporting of Concerns Regarding Accounting and Other +Matters, our Corporate Governance Guidelines and our +Code of Business Conduct and Ethics governing our +directors, officers and employees. Within the time period +required by the SEC, we will post on our website any +amendment to the Code of Business Conduct and Ethics and +any waiver applicable to any executive officer, director or +senior financial officer. +Our website also includes information about (i) purchases +and sales of our equitysecurities by our executive officersand +directors; (ii) disclosure relating to certain non-GAAP +financial measures (as defined in the SEC’sRegulation G) +that we may make public orally, telephonically, by webcast, +by broadcast or by other means; (iii) our U.S. Dodd-Frank +Wall Street Reform and Consumer Protection Act Stress +Tests results; (iv) the public portion of our and GS Bank +USA’s resolution plan submissions; (v) our Pillar 3 disclosure; +(vi) our average daily LCR; (vii) our People StrategyReport; +(viii) our Sustainability Report; (ix) our TCFDReport; and +(x) our averagedaily NSFR. +Investor Relations can be contacted at The Goldman Sachs +Group, Inc., 200 West Street, 29th Floor, NewYork, New +York 10282, Attn: Investor Relations, telephone: +212-902-0300, e-mail: gs-investor-relations@gs.com +. We use +the following, as well as other social media channels, to +disclose public information to investors, the media and +others: +• Our website(www.goldmansachs.com +); +• Our X, formerly known as Twitter, account (x.com/ +GoldmanSachs); and +• Our Instagram account(instagram.com/GoldmanSachs). +Our officers may use similar socialmedia channels to disclose +public information. It is possible that certain information we +or our officers post on our website and on social media could +be deemed material, and we encourage investors, the media +and others interested in Goldman Sachs to review the +business and financial information we or our officers post on +our website and on the social media channels identified +above. The information on our website and those social +media channels is not incorporated by reference into this +Form 10-K. +Forward-Looking Statements +We have included in this Form10-K, and our management +may make, statements that constitute “forward-looking +statements” within the meaning of the safe harbor provisions +of the U.S. Private Securities Litigation ReformAct 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 inherentlyuncertain andoutside ourcontrol. +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 actionsmay differ, possibly +materially, from the anticipated results, financial condition, +liquidity and capital actions in these forward-looking +statements. Important factors that could cause our results, +financial condition, liquidity and capital actions to differ +from those in these statements include, among others, those +described below and in “Risk Factors” in Part I, Item 1Aof +this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +28 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_51.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..661d9bec7de68bd9ab726cce4a59a47749661dc3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_51.txt @@ -0,0 +1,102 @@ +These statements may relate to, among other things, (i) our +future plans and results, including our target return on +average common shareholders’ equity (ROE), return on +average tangible common shareholders’ equity (ROTE), +efficiency ratio, CET1 capital ratio and firmwide assets under +supervision (AUS) inflows, and how they can be achieved, (ii) +trends in or growth opportunities for our businesses, +including the timing, costs, profitability, benefits and other +aspects of business and strategic initiatives and their impact +on our efficiency ratio, (iii) our level of future compensation +expense, including as a percentage of both operating expenses +and net revenues, net of provision for credit losses, (iv) our +Investment banking fees backlog and future results, (v) our +expected interest income and interest expense, (vi) our +expense savings and strategic locations initiatives, (vii) +expenses we mayincur, including future litigation expense, +(viii) the projected growth of our deposits and other funding, +asset liability management and funding strategies and related +interest expense savings, (ix) our business initiatives, +including transaction banking, (x) our planned 2024 +benchmark debt issuances, (xi) the amount, composition and +location of global core liquid assets (GCLA) we expect to +hold, (xii) our credit exposures, (xiii) our expected provision +for credit losses, (xiv) the adequacy of our allowance for +credit losses, (xv) the narrowing of our consumer business, +(xvi) the objectives and effectiveness of our business +continuity planning, 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 modelsand triggers and alerts framework, (xix) the +results of stress tests, the effect of changes to regulations, and +our future status, activities or reporting under banking and +financial regulation, (xx) our expected tax rate, (xxi) the +future state of our liquidity and regulatory capital ratios, and +our prospective capital distributions (including dividends and +repurchases), (xxii) our expected SCB andG-SIB surcharge, +(xxiii) legal proceedings, governmental investigations or +other contingencies, (xxiv) the asset recovery guarantee and +ourremediation activities related to our 1Malaysia +Development Berhad (1MDB) settlements, (xxv) the +effectiveness of our management of our human capital, +including our diversity goals, (xxvi) our sustainability and +carbon neutrality targets and goals, (xxvii) future inflation, +(xxviii) the impact of Russia’s invasion of Ukraine and +related sanctions and other developments on our business, +results and financial position, (xxix) our ability to sell, and +the terms of any proposed sales of, Asset & Wealth +Management historical principal investments and pending +sale of GreenSky, (xxx) our agreementwith GM regardinga +process to transition their credit card program to another +issuer to be selected by GM, (xxxi) the impact of the conflicts +in the Middle East, (xxxii) our ability to manage our +commercial real estate exposures, (xxxiii) the profitability of +Platform Solutions, and (xxxiv) the effectiveness of our +cybersecurity risk management process. +Statements about our target ROE, ROTE, efficiency ratio +and expense savings, and how they can be achieved, are +based on our current expectations regarding our business +prospects and are subject to the risk that we may be unable to +achieve our targets due to, among other things, changes in +our business mix, lower profitability of new business +initiatives, increases in technology and other costs to launch +and bring new business initiatives to scale, and increases in +liquidity requirements. +Statements about our target ROE, ROTE andCET1 capital +ratio, and how they can be achieved, are based on our current +expectations regarding the capital requirements applicableto +us and are subject to the risk that our actual capital +requirements may be higher than currently anticipated +because of, among other factors, changes in the regulatory +capital requirements applicable to us resulting from changes +in regulations, including as aresult of the July 2023 proposal +to revise the U.S. bank regulatory capital rules, or the +interpretation or application of existing regulations or +changes in the nature and composition of our activities. +Statements about our firmwide AUS inflows targets are based +on our current expectations regarding our fundraising +prospects and are subject to the risk that actual inflows may +be lower than expected due to, among other factors, +competition from other asset managers, changes in +investment preferences and changes in economic or market +conditions. +Statements about the timing, costs, profitability, benefits and +other aspects of business and expense savings initiatives, the +level and composition of more durablerevenues and increases +in market share and the narrowing of our consumer business +are based on our current expectations regarding our ability to +implement these initiatives and actual results may differ, +possibly materially, from our current expectations due to, +among other things, a delay in the timing of these initiatives, +increased competition and an inability to reduce expenses +and grow businesses with durable revenues or to exit certain +consumer businesses. +Statements about the level of future compensation expense, +including as a percentage of both operating expenses and net +revenues, net of provision for credit losses, and our efficiency +ratio are subject to the risks that the compensation and other +costs to operate our businessesmay be greater than currently +expected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 29 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_52.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..3d329f88a3d35cf34e8c26cb443edb4f83012478 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_52.txt @@ -0,0 +1,82 @@ +Statements about our Investment banking fees backlog and +future results are subject to the risk that such transactions +may be modified or may not be completed at all, and related +net revenues may not be realized or may be materially less +than expected. Important factors that could have such a +result include, for underwriting transactions, a decline or +weakness in general economic conditions, an outbreak or +worsening of hostilities, including the escalation of the +conflicts in the Middle East or the continuation of the +conflict between Russia and Ukraine, continuing volatility in +the securities markets or an adverse development withrespect +to the issuer of the securities and, for advisory transactions, a +decline in the securities markets, an inability to obtain +adequate financing,an adverse developmentwith respect toa +party to the transaction or a failure to obtain a required +regulatory approval. +Statements about the projected growth of our deposits and +other funding, asset liability management and funding +strategies and related interest expense savings, and our +platform solutions business, are subject to the risk that actual +growth, savings and profitability may differ, possibly +materially, from that currently anticipated due to, among +other things, changes in interest rates and competition from +other similar products. +Statements about planned 2024 benchmark debt issuances +and the amount, composition and location of GCLA we +expect to hold are subject to the risk that actual issuances and +GCLA levels may differ, possibly materially, from that +currently expected due to changes in market conditions, +business opportunities or our funding and projected liquidity +needs. +Statements about our expected provision for credit losses are +subject to the risk that actual credit losses may differ and our +expectations may change, possibly materially, from that +currently anticipated due to, among other things, changes to +the composition of our loan portfolio and changes in the +economic environment in future periods and our forecasts of +future economic conditions, aswell as changes in ourmodels, +policies and other management judgments. +Statements about our future effective income tax rate are +subject to the risk that it may differ from the anticipated rate +indicated in such statements, possibly materially, due to, +among other things, changes in the tax rates applicable to us, +changes in our earnings mix,our profitability and entities in +which we generate profits, the assumptions we have made in +forecasting our expected tax rate, the interpretation or +application of existing tax statutes and regulations, as well as +any corporate tax legislation that may be enacted or any +guidance that may be issued by the U.S. InternalRevenue +Service or in the other jurisdictions in which we operate +(including Global Anti-Base Erosion(Pillar II)guidance). +Statements about the future state of our liquidity and +regulatory capital ratios (including our SCB and G-SIB +surcharge), and our prospective capital distributions +(including dividends and repurchases), are subject to the risk +that our actual liquidity, regulatory capital ratios and capital +distributions may differ, possibly materially, from what is +currently expected due to, among other things, the need to +use capital to support clients, increased regulatory +requirements resulting from changes in regulations or the +interpretation or applicationof existing regulations, results of +applicable supervisory stress tests, changes to the +composition of our balance sheet and the impact of taxes on +share repurchases. Statements about the estimated impact of +proposed, but not finalized, capital rules are subject to +change as we continue to analyze the proposals, the final +rules may differ from the proposed rules and our balance +sheet composition will change. As a consequence, we may +underestimate the actual impact of the final rules (including +any final rules in respect of the July 2023 proposal from the +U.S. federal bankregulatory agencies). +Statements about the risk exposure related to the asset +recovery guarantee provided to the Government of Malaysia +are subject to the risk that wemay be unsuccessful in our +arbitration against the Government of Malaysia. Statements +about the progress or the status of remediation activities +relating to 1MDB are based on our expectations regarding +our current remediation plans. Accordingly, our ability to +complete the remediation activities may change, possibly +materially, from what iscurrently expected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +30 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_53.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..4566a834de5cfa28ba30167d7509b9b90eaa0882 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_53.txt @@ -0,0 +1,94 @@ +Statements about our objectives in management of our +human capital, including our diversity goals, are basedon +our current expectations and are subject to the risk that we +may not achieve these objectives and goals due to, among +other things, competition in recruiting and attracting diverse +candidates and unsuccessful efforts in retaining diverse +employees. +Statements about our sustainability and carbon neutrality, +net-zero or othersustainability-related targets and goals are +based on our current expectations and are subject to the risk +that we may not achieve these targets and goals due to, +among other things, global socio-demographic and economic +trends, energy prices, lack of technological innovations, +climate-related conditions andweather events, legislative and +regulatory changes, consumer behavior and demand, and +other unforeseenevents or conditions. +Statements about future inflation are subject to the risk that +actual inflation may differ, possibly materially, due to, +among other things, changes in economic growth, +unemployment or consumer demand. +Statements about the impact of Russia’s invasionof Ukraine +and related sanctions, the impact of the conflicts in the +Middle East and other developments on our business, results +and financial position are subject to the risks that hostilities +may escalate and expand, that sanctions may increase and +that the actual impact may differ, possibly materially, from +what is currently expected. +Statements about the proposed sales of Asset & Wealth +Management historical principal investments are subject to +the risks that buyers may not bid on theseassets or bid at +levels, or with terms, that are unacceptable to us, and that the +performance of these activities may deteriorate as a resultof +the pending sales, and statements about the pending saleof +GreenSky and our agreementwith GMregarding a process to +transition their credit card program to another issuer tobe +selected by GM are subject to therisk that the transactions +may not close onthe anticipated timelines or at all, including +due to a failure to obtain requisite regulatory approvals. +Statements about the effectiveness of our cybersecurity risk +management process are subject to the risk thatmeasures we +have implemented to safeguard our systems (and third parties +that we interface with) may not be sufficient to preventa +successful cybersecurity attack or a material security breach +that results in the disclosure of confidential informationor +otherwise disrupts our operations. +Item 1A. Risk Factors +We face a variety of risks that are substantial and inherent in +our businesses. +The following is a summary of some of the more important +factors that could affectour businesses: +Market +• Our businesses have been and may in the future be +adversely affected by conditions in the global financial +markets and broader economic conditions. +• Our businesses have been and may in the future be +adversely affected by declining asset values, particularly +where we have net “long” positions, receive fees based on +the value of assetsmanaged, or receive or post collateral. +• Our market-making activities have been and may in the +future be affected by changes in the levels of market +volatility. +• Our investment banking, client intermediation, asset +management and wealth management businesses have been +adversely affected and may in the future be adversely +affected by market uncertainty or lack of confidence +among investors and CEOs due to declines in economic +activity and other unfavorable economic, geopolitical or +market conditions. +• Our asset management and wealthmanagement businesses +have been and may in the future be adversely affected by +the poor investment performance of our investment +products or a client preference for products other than +those which we offer or forproducts that generate lower +fees. +• Inflation has had, and could continue to have, a negative +effect on our business, results of operations and financial +condition. +Liquidity +• Our liquidity, profitability and businesses may be adversely +affected by an inability to access the debt capital markets +or to sell assets. +• Our businesses have been and may in the future be +adversely affected by disruptions or lack of liquidity in the +credit markets, including reduced access to credit and +higher costs of obtaining credit. +• Reductions in our credit ratings or an increase in our credit +spreads may adversely affect our liquidity and cost of +funding. +• Group Inc. is a holding company and its liquidity depends +on payments and loans from its subsidiaries, many of +which are subject to legal, regulatory and other restrictions +on providing fundsor assets to Group Inc. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 31 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_54.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b01a10911fe6f86024f9c7fa1e23b9161f9a635 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_54.txt @@ -0,0 +1,98 @@ +Credit +• Our businesses, profitability and liquidity may be adversely +affected by deterioration in the credit quality of or defaults +by thirdparties. +• Concentration of risk increases the potential for significant +losses in our market-making, underwriting, investing and +financing activities. +• Derivative transactions and delayed documentation or +settlements may expose us to credit risk, unexpected risks +and potential losses. +Operational +• A failure in our operational systems or human error, +malfeasance or other misconduct, could impair our +liquidity, disrupt our businesses, result in the disclosure of +confidential information, damage our reputation and cause +losses. +• A failure or disruption in our infrastructure, or in the +operational systems or infrastructure of third parties, could +impair our liquidity, disrupt our businesses, damage our +reputation and cause losses. +• The development and use of artificial intelligence (AI) +present risks and challenges that may adversely impact our +business. +• A failure to protect our computer systems, networks and +information, and our clients’ information, against cyber +attacks and similar threats could impair our ability to +conduct our businesses, result in the disclosure, theft or +destruction of confidential information, damage our +reputation andcause losses. +• We may incur losses as a result of ineffective risk +management processes and strategies. +Legal and Regulatory +• Our businesses and those of our clients are subject to +extensive and pervasive regulation around theworld. +• A failure to appropriately identify and address potential +conflicts of interest could adversely affect our businesses. +• We may be adversely affected by increased governmental +and regulatory scrutiny or negative publicity. +• Substantial civil or criminal liability or significant +regulatory action against us could have material adverse +financial effects or cause us significant reputational harm, +which in turn could seriously harm our business prospects. +• In conducting our businesses around the world, we are +subject to political, legal, regulatory and other risks that +are inherent in operating in many countries. +• The application of regulatory strategies and requirements +in the U.S. and in non-U.S. jurisdictions to facilitate the +orderly resolution of large financial institutions could +create greater risk of loss for Group Inc.’s securityholders. +• The application of Group Inc.’s proposed resolution +strategy could result in greater losses for Group Inc.’s +security holders. +• Our commodities activities, particularly our physical +commodities activities, subject us to extensive regulation +and involve certain potential risks, including +environmental, reputational and other risks that may +expose us to significant liabilities andcosts. +Competition +• Our results have been and may in the future be adversely +affected by the composition of our clientbase. +• The financial services industry ishighly competitive. +• The growth of electronic trading and the introduction of +new products and technologies, including trading and +distributed ledger technologies, including cryptocurrencies, +has increased competition. +• Our businesses would be adversely affected if we are +unable to hire andretain qualified employees. +Market Developments an d General Business +Environment +• Our businesses, financial condition, liquidity and results of +operations have been and may in the future be adversely +affected by unforeseen or catastrophic events, including +pandemics, terrorist attacks, wars, extreme weather events +or other naturaldisasters. +• Climate change could disrupt our businesses and adversely +affect client activity levels and the creditworthiness of our +clients and counterparties, and our actual or perceived +action or inaction relating to climate change could result in +damage to our reputation. +• Our business, financial condition, liquidity and results of +operations have been adversely affected by disruptions in +the global economy caused by conflicts, and related +sanctions and otherdevelopments. +• Certain of our businesses and our funding instruments may +be adversely affected by changes in reference rates, +currencies, indexes, baskets orETFs to which productswe +offer or funding that weraise are linked. +• Our business, financial condition, liquidity and results of +operations may be adversely affected by disruptions in the +global economy caused by escalating tensions between the +U.S. and China. +• We face enhanced risks as we operate in new locations and +transact with a broader arrayof clients and counterparties. +• We may not be able to fully realize the expected benefits or +synergies from acquisitions orother business initiatives in +the time frames we expect,or at all. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +32 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_55.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..0344e7cf7af0da4c6e8d0e4bd8f010d9f75b5ad6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_55.txt @@ -0,0 +1,89 @@ +The following are detailed descriptions of our Risk Factors +summarized above: +Market +Our businesses have been and may in the future be +adversely affectedby conditions in the global financial +markets and broader economic conditions. +Many of our businesses, by their nature, do not produce +predictable earnings, and all of our businesses arematerially +affected by conditions in the global financialmarkets and +economic conditions generally, both directly and through +their impact on client activity levels and creditworthiness. +These conditions can change suddenly and negatively. +Our financial performance is highly dependent on the +environment in which our businesses operate. A favorable +business environment is generally characterized by, among +other factors, high global gross domestic product growth, +regulatory and market conditions that result in transparent, +liquid and efficientcapital markets, low inflation,business, +consumer and investor confidence, stable geopolitical +conditions and strong businessearnings. +Unfavorable or uncertain economic and market conditions +can be caused by: low levels of or declines in economic +growth, business activity or investor, business or consumer +confidence; concerns over a potential recession; changes in +consumer spending or borrowing patterns; pandemics; +limitations on the availability or increases in the cost of credit +and capital; illiquid markets; increases in inflation, interest +rates, exchange rate or basic commodity price volatility or +default rates; high levels of inflation or stagflation; concerns +about sovereign defaults; uncertainty concerning fiscal or +monetary policy, government shutdowns, debt ceilings or +funding; the extent of and uncertainty about potential +increases in tax rates and other regulatory changes; +limitations on international trade and travel; laws and +regulations that limit trading in, or the issuance of, securities +of issuers outside their domestic markets; outbreaks or +worsening of domestic or international tensions or hostilities, +terrorism, nuclear proliferation, cybersecurity threats or +attacks and other forms of disruption to or curtailment of +global communication, energy transmission or transportation +networks or other geopolitical instability or uncertainty; +corporate, political or other scandals that reduce investor +confidence in capital markets; extreme weather events or +other natural disasters; or a combination of these or other +factors. +The financial services industry and the securities and other +financial markets have been materially and adversely affected +in the past by significant declines in the values of nearly all +asset classes, by a serious lack of liquidity and by high levels +of borrower defaults. In addition, concerns about actualor +potential increases in interest rates, inflation and other +borrowing costs, a public health emergency, sovereign debt +risk and its impact on the relevant sovereign banking system, +and limitations on international trade, have, at times, +negatively impacted thelevels ofclient activity. +General uncertainty about economic, political and market +activities, and the scope, timing and impact of regulatory +reform, as well as weak consumer, investor and CEO +confidence resulting in largepart fromsuch uncertainty, has +in the past negatively impacted client activity, which has in +the past adversely affected and could in the future adversely +affect many of our businesses. Periods of low volatility and +periods of high volatility combined with a lack of liquidity +have at times had an unfavorable impact on our market- +making businesses. +Changes, or proposed changes, to U.S. international trade +and investment policies, particularly with important trading +partners, have in recent yearsnegatively impacted financial +markets. Continued or escalating tensions may result in +further actions taken by the U.S. or other countries that could +disrupt international trade and investment and adversely +affect financial markets. Those actions could include, among +others, the implementation of sanctions, tariffs or foreign +exchange measures, the large-scale sale of U.S. Treasury +securities or other restrictions on cross-border trade, +investment, or transfer of information or technology. Such +developments have in the past affected and could in the +future adversely affectour orour clients’ businesses. +Financial institution returnsmay be negatively impacted by +increased funding costs due in part to the lack of perceived +government support of such institutions in the event of future +financial crises relative to financial institutions in countriesin +which governmental support is maintained. In addition, +liquidity in the financial markets has in the past been, and +could in the future be, negatively impacted as market +participants and market practices and structures adjust to +evolving regulatory frameworks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 33 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_56.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..103ab7fd303a321776f26b50b2f08460cbc049ba --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_56.txt @@ -0,0 +1,96 @@ +In June 2023, the U.S. federal government suspended the +federal debt limit until 2025. If Congress does not raise the +debt ceiling prior to 2025, the U.S. could default on its +obligations, including Treasury securities that play an +integral role in financial markets. A default by the U.S. could +result in unprecedented market volatility and illiquidity, +heightened operational risks relating to the clearance and +settlement of transactions, margin and other disputes with +clients and counterparties, an adverse impact to investors +including moneymarket funds that invest in U.S. Treasuries, +downgrades in the U.S. credit rating, further increases in +interest rates and borrowing costs and a recession in the U.S. +or other economies. Continued uncertainty relating to the +debt ceiling could result in downgrades of the U.S. credit +rating, which could adversely affect market conditions, lead +to margin disputes, further increases in interest rates and +borrowing costs and necessitate significant operational +changes among market participants, including us. A +downgrade of the U.S. federal government’s credit rating +could also materially and adversely affect the market for +repurchase agreements, securities borrowing andlending, and +other financings typically collateralized by U.S. Treasury or +agency obligations. Further, the fair value, liquidity and +credit ratings of securities issued by, or other obligations of, +agencies of the U.S. government or related to the U.S. +government or its agencies, as well as municipal bonds could +be similarly adversely affected.An increasing frequency of +government shutdowns, or near shutdowns, in the U.S. could +also lead to uncertainty as to the continued funding of the +U.S. government, which could, in turn, adversely affect the +credit ratings of the U.S. and the market for U.S. Treasuryor +agency obligations. +In 2024, numerous elections will be held globally. As a result, +there may be significant market uncertainty in the periods +leading up to and/or following the elections and this could +cause higher volatility, lower levels of market activity and +other adverseconditions for our businesses. The outcomes of +the elections could also result in changes in policy, which +could also have adverse effects on us or the business +environment in which we operate moregenerally. +Our businesses have been and may in the future be +adversely affected by declining asset values, +particularly where we have net “long” positions, +receive fees based on the value ofassets managed, or +receive or post collateral. +Many of our businesses have net “long” positions in debt +securities, loans, derivatives, mortgages, equities (including +private equity and real estate) andmost other asset classes. +These include positions we take when we act as a principal to +facilitate our clients’ activities, including our exchange-based +market-making activities, or commit large amounts of capital +to maintain positions in interest rate and credit products,as +well as through our currencies, commodities, equities and +mortgage-related activities. In addition, we invest in similar +asset classes. Substantially all of our investing and market- +making positions and a portion of our loans are marked-to- +market on a daily or other periodic basis and declines in asset +values directly and promptly impact our earnings, unless we +have effectively “hedged”our exposures to those declines. +In certain circumstances (particularly in the case of credit +products, including leveraged loans, and private equitiesor +other securities that are not freely tradable or lack established +and liquid trading markets), it may not be possible or +economic to hedge our exposures and, to the extent thatwe +do so, the hedge may be ineffective ormay greatly reduce our +ability to profit from increases in the values of the assets. +Sudden declines and significant volatility in the prices of +assets have in the past substantially curtailed or eliminated, +and may in the future substantially curtail or eliminate, the +trading markets for certain assets, which may make it +difficult to sell, hedge or value such assets. We may incur +losses from time to time as tradingmarkets deteriorate or +cease to function, including with respect to loan +commitments we have made or securities offerings we have +underwritten. The inability tosell or effectively hedge assets +reduces our ability to limit losses in such positions and the +difficulty in valuing assets has in the past negatively affected, +and may in the future negatively affect, our capital, liquidity +or leverage ratios, our funding costs and our ability to deploy +capital. +In our exchange-based market-making activities, we are +obligated by stock exchange rules to maintain an orderly +market, including by purchasing securities in a declining +market. In markets where asset values are declining and in +volatile markets, this results in losses and an increased need +for liquidity. +We receive asset-based management fees based on the value +of our clients’ portfolios or investment in funds managedby +us and, in some cases, we alsoreceive incentive fees based on +increases in the value of such investments. Declines in asset +values would ordinarily reduce the value of our clients’ +portfolios or fund assets, which in turn would typically +reduce the fees we earnfor managing such assets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +34 Goldman Sachs 2023 Form 10-K +The secret animal #5 is a "rabbit". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_57.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..640b0aa61ff945ba560739b4a3f2a5451c649ae6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_57.txt @@ -0,0 +1,101 @@ +We post collateral to support our obligations and receive +collateral that supports the obligations of our clients and +counterparties. When the value of the assets posted as +collateral or the credit ratings of the party posting collateral +decline, the party posting the collateral may need to provide +additional collateral or, if possible, reduce its trading +position. An example of such a situation is a “margin call” in +connection with a brokerage account. Therefore, declines in +the value of asset classes used as collateral mean that either +the cost of funding positions is increased or the size of +positions is decreased. If we are the party providing +collateral, this can increase our costs and reduce our +profitability and if we are the party receiving collateral, this +can also reduce our profitability by reducing the levelof +business donewith our clients and counterparties. +In addition, volatile or less liquid markets increase the +difficulty of valuing assets, which can lead to costly and time- +consuming disputes over asset values and the level of required +collateral, as well as increased credit risk to the recipientof +the collateral due to delays in receiving adequatecollateral. In +cases where we foreclose on collateral, sudden declines in the +value or liquidity of the collateral have in the past resulted in, +and may in the future result in, significant losses to us, +especially where there is a single type of collateral supporting +the obligation. In addition, we have been and may in the +future be subject to claims that the foreclosure was not +permitted under the legal documents,was conducted in an +improper manner, including in violation of law, or caused a +client or counterparty to go out of business. +Our market-making activities have been and may in +the future be affected by changes in the levels of +market volatility. +Certain of our market-making activities depend onmarket +volatility to provide trading and arbitrage opportunities to +our clients, and decreases in volatility have reduced andmay +in the future reduce these opportunities and the level of client +activity associated with them and have adversely affected and +may in the future adversely affect the results of these +activities. Increased volatility, while it can increase trading +volumes and spreads, also increases risk as measured by +Value-at-Risk (VaR) and increases risks in connection with +our market-making activities and can cause us to reduce our +inventory. Limiting the size of our market-making positions +can adversely affect our profitability. In periods when +volatility is increasing, but asset values are declining +significantly, it may not be possible to sell assets at all or it +may only be possible to do so at steep discounts. In those +circumstances, we have been and may in the future be forced +to either take on additional risk or to realize losses in order to +decrease our VaR. In addition, increases in volatility increase +the level of our RWAs, which increases the amount of capital +that we are required to hold, and this can reduce our +profitability and reduce our ability to distribute capital to our +shareholders. +Our investment banking, client intermediation, asset +management and wealth management businesses +have been adversely affected and may in the future be +adversely affected by market uncertainty or lack of +confidence among investors and CEOs due to +declines in economic activity and other unfavorable +economic, geopolitical or market conditions. +Our investment banking business has been and may in the +future be adversely affected by market conditions. Poor +economic conditions and other uncertain geopolitical +conditions may adversely affect and have in the past +adversely affected investor and CEO confidence, resulting in +significant industry-wide declines in the size and number of +underwritings and of advisory transactions, which would +likely have and have in the past had an adverse effect on our +revenues and our profit margins. In particular, because a +significant portion of our investment banking revenues is +derived from our participation in large transactions, a decline +in the number of large transactions has in the past and would +in the future adversely affect our investment banking +business. Similarly, in recent years, cross-border initial public +offerings and other securities offerings have accounted fora +significant proportion of new issuance activity. Legislative, +regulatory or other changes that limit trading in, or the +issuance of, securities outside the issuers’ domestic markets, +that result in or could result in the delisting or removalof +securities from exchanges or indices, have in the past +adversely affected and would in the future adversely affect +our underwriting and client intermediation businesses. +Furthermore, changes, or proposed changes, to international +trade and investment policies of the U.S. and other countries +could negatively affect market activity levels and our +revenues. +In certain circumstances, market uncertainty or general +declines in market or economic activitymay adversely affect +our client intermediation businesses by decreasing levels of +overall activity orby decreasing volatility. +Market uncertainty, volatility and adverse economic +conditions, as well as declines in asset values, may cause our +clients to transfer their assets out of our funds or other +products or their brokerage accounts and result in reduced +net revenues, principally in our assetmanagement and wealth +management businesses. Even if clients do not withdraw their +funds, they may invest them inproducts that generate less fee +income. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 35 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_58.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..5ff708f9448f1c32560ac0358996b8fdb5f0d089 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_58.txt @@ -0,0 +1,111 @@ +Our asset management and wealth management +businesses have been an d may in the future be +adversely affected by the poor investment +performance of our investment products or a client +preference for products other than those which we +offer or for products that generate lower fees. +Poor investment returns in our asset management and wealth +management businesses, due to either general market +conditions or underperformance (relative to our competitors +or to benchmarks) by funds or accounts thatwe manage or +investment products that we design or sell, affect our ability +to retain existing assets and to attract new clients or +additional assets from existing clients. This could affect the +management and incentive fees thatwe earn on AUS or the +commissions and net spreads thatwe earn for selling other +investment products, such as structured notes or derivatives. +To the extent that our clients choose to invest in products +that we do not currently offer,we will suffer outflows anda +loss of management fees. Further, if, due to changes in +investor sentiment or the relative performance of certain asset +classes or otherwise, clients continue to invest in products +that generate lower fees (e.g., passively managed or fixed +income products), our average effective management fee will +decline further and our asset management and wealth +management businessescould beadversely affected. +Inflation ha s had, and could continue to have, a +negative effect on our business, results of operations +and financial condition. +Inflationary pressures have affected economies, financial +markets and market participants worldwide. Inflationary +pressures have increased certain of our operating expenses, +and have adversely affected consumer sentiment and CEO +confidence. Central bank responses to inflationary pressures +have also resulted in higher market interest rates, which, in +turn, have contributed to lower activity levels across financial +markets, in particular for debt underwriting transactions and +mortgage originations, and resulted in lower values for +certain financial assets which have adversely affected our +equity and debt investments. Higher interest rates increase +our borrowing costs and have required us to increase interest +paid on our deposits. If inflationary pressures persist, our +expenses may increase further;we may be unable to achieve +our efficiency ratio target; activity levels for certain of our +businesses, in particular debt underwriting andmortgages, +may decline; our interest expense could increase faster than +our interest income, reducing our net interest income and net +interest margin; certain of our investments could continue to +incur losses or generally low levels of returns; AUS could +decline, or the composition of our AUS could shift to lower +fee products, reducing management and other fees; +economies worldwide could experience recessions; and we +could continue to operate in a generally unfavorable +economic and market environment. +Liquidity +Our liquidity, profitability and bus inesses may be +adversely affected by an inability to access the debt +capital markets or to sell assets. +Liquidity is essential to our businesses. It is of critical +importance to us, as most of the failures of financial +institutions have occurred in large part due to insufficient +liquidity. Our liquidity may be impaired by an inability to +access secured and/or unsecured debtmarkets, an inability to +raise or retain deposits, an inability to access funds from our +subsidiaries or otherwise allocate liquidity optimally,an +inability to sell assets or redeem our investments, lack of +timely settlement of transactions, unusual deposit outflows, +or other unforeseen outflowsof cash or collateral, such as in +March 2020, when corporate clients drew on revolving credit +facilities in response to the COVID-19 pandemic. This +situation may arise due to circumstances that we maybe +unable to control, such as a general market or economic +disruption or an operational problem that affects third +parties or us, or even by the perception among market +participants that we, or other market participants, are +experiencing greater liquidityrisk. +We employ structured products to benefit our clients and +hedge our own risks. The financial instruments that we hold +and the contracts to which we are a party are often complex, +and these complex structured products often do not have +readily availablemarkets to access in times of liquidity stress. +Our investing and financingactivities may lead to situations +where the holdings from these activities represent a +significant portion of specific markets, which could restrict +liquidity for ourpositions. +Further, our ability to sell assetsmay be impaired if there is +not generally a liquid market for such assets, as well as in +circumstances where other market participants are seeking to +sell similar otherwise generally liquid assets at the same time, +as is likely to occur in a liquidity or othermarket crisis or in +response to changes to rulesor regulations. For example, in +2021, an investment management firm withlarge positions +with several financial institutions defaulted, resulting in +rapidly declining prices in the securities underlying those +positions. In addition, clearinghouses, exchanges and other +financial institutions with which we interact may exercise set- +off rights or the right to require additional collateral, +including in difficult market conditions, which could further +impair our liquidity. +Numerous regulations havebeen adopted that impose more +stringent liquidity requirements on large financial +institutions, including us. These regulations require us to +hold large amounts of highly liquid assets and reduce our +flexibility to source and deploy funding. In addition, our need +to manage our operations in light of certain regulatory +requirements when applicable thresholds are met has in the +past limited and may in the future limit our ability to raise +deposits in GSIB or other funding, which could adversely +affect our liquidity or ability to respond efficiently to +liquidity stress. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +36 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_59.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..eb5dfd67dd7ec4f53521c7fb63480e814960511d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_59.txt @@ -0,0 +1,79 @@ +Our businesses have been and may in the future be +adversely affectedby disruptions orlack of liquidity in +the credit markets, including reduced access to credit +and highercosts of obtaining credit. +Widening credit spreads, aswell as significant declines in the +availability of credit, have in the past adversely affected our +ability to borrow on a secured and unsecured basis andmay +do so in the future. We fund ourselves on an unsecured basis +by issuing long-term debt and commercial paper, by raising +deposits at our bank subsidiaries, by issuing hybrid financial +instruments and by obtaining loans or lines of credit from +commercial or other banking entities. We seek to finance +many of our assets on a secured basis. Any disruptions in the +credit markets may make it harder and more expensive to +obtain funding for our businesses. If our available fundingis +limited or we are forced to fund our operations at a higher +cost, these conditions may require us to curtail our business +activities and increase our cost of funding, both of which +could reduce our profitability, particularly in our businesses +that involve investing, lending and market making. +Our clients engaging in mergers, acquisitions and other types +of strategic transactions often rely on access to the secured +and unsecured credit markets to finance their transactions. A +lack of available credit or an increased cost of credit can +adversely affect the size, volume and timing of our clients’ +merger and acquisition transactions, particularly large +transactions, and adversely affect our advisory and +underwriting businesses. +Our credit businesses have been and may in the future be +negatively affected by a lack of liquidity in creditmarkets. A +lack of liquidity reduces price transparency, increases price +volatility and decreases transaction volumes and size, allof +which can increase transaction risk or decrease the +profitability of these businesses. +Reductions in our credit ratings or an increase in our +credit spreads may adversely affect our liquidity and +cost of funding. +Our credit ratings are important to our liquidity.A reduction +in our credit ratings could adversely affect our liquidity and +competitive position, increase our borrowing costs, limit our +access to the capital markets or trigger our obligations under +certain provisions in some of our trading and collateralized +financing contracts. Under these provisions, counterparties +could be permitted to terminate contracts with us or require +us to post additional collateral. Termination of our trading +and collateralized financing contracts could cause us to +sustain losses and impair our liquidity by requiring us to find +other sources of financing or to make significant cash +payments or securitiesmovements. +As of December 2023, our counterparties could have called +for additional collateral or termination payments related to +our net derivative liabilities under bilateral agreements in an +aggregate amount of $271million in the event of a one-notch +downgrade of our credit ratings and $1.58billion in the event +of a two-notch downgrade of our credit ratings. A +downgrade by any one rating agency, depending on the +agency’s relative ratings of us at the time of the downgrade, +may have an impact which iscomparable to the impact ofa +downgrade by all rating agencies. For further information +about our credit ratings, see “Management’s Discussion and +Analysis of Financial Condition and Results of Operations — +Risk Management — Liquidity Risk Management —Credit +Ratings” in Part II, Item 7of this Form 10-K. +Our cost of obtaining long-termunsecured funding is directly +related to our credit spreads (the amount in excess of the +interest rate of benchmark securities that we need to pay). +Increases in our credit spreads can significantly increase our +cost of this funding. Changes in credit spreads are +continuous, market-driven, and subject at times to +unpredictable and highly volatile movements. Our credit +spreads are also influenced by market perceptions of our +creditworthiness and movements in the costs to purchasersof +credit default swaps referenced to our long-term debt.The +market for credit default swaps has proven to be extremely +volatile and at times has lacked a high degree of transparency +or liquidity. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 37 +The secret fruit is a "grape". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_6.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..25bb66c16cabf2bac723db94c027c638f9a1c440 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_6.txt @@ -0,0 +1 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_60.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..837da06b131a7a13ad5ee48dae8d2552a831ec0e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_60.txt @@ -0,0 +1,101 @@ +Group Inc. is a holding company and its liquidity +depends on payments and loans from its subsidiaries, +many of which are subject to legal, regulatory and +other restrictions on prov iding funds or assets to +Group Inc. +Group Inc. is a holding company and, therefore, depends on +dividends, distributions, loans and other payments from its +subsidiaries to fund share repurchases and dividend payments +and to fund payments on its obligations, including debt +obligations. Many of our subsidiaries, including our broker- +dealer and banksubsidiaries, are subject to laws that restrict +dividend payments or authorize regulatory bodies to blockor +reduce the flow of funds from those subsidiaries to Group +Inc. +In addition, our broker-dealer and bank entities and their +subsidiaries are subject to restrictions on their ability to lend +or transact with affiliates and to minimum regulatory capital +and other requirements, as well as restrictions on their ability +to use funds deposited with them in brokerage or bank +accounts to fund their businesses. Additional restrictionson +related-party transactions, increased capital and liquidity +requirements and additional limitations on the use of funds +on deposit in bank or brokerage accounts, as well as lower +earnings, can reduce the amount of funds available tomeet +the obligations of Group Inc., including under the FRB’s +source of strength requirement, and even require Group Inc. +to provide additional funding to such subsidiaries. +Restrictions or regulatory action of that kind could impede +access to funds that Group Inc. needs to make paymentson +its obligations, including debt obligations, or dividend +payments. In addition, Group Inc.’s right to participate ina +distribution of assets upon a subsidiary’s liquidation or +reorganization is subject to the prior claims of the +subsidiary’s creditors. +There has been a trend towards increased regulation and +supervision of our subsidiaries by the governments and +regulators in the countries in which those subsidiaries are +located or do business. Concerns about protecting clients and +creditors of financial institutions that are controlled by +persons or entities located outside of the country in which +such entities are located or do business have caused ormay +cause a number of governments and regulators to take +additional steps to “ring fence” or require internal total loss- +absorbing capacity (which may also be subject to “bail-in” +powers, as described below) at those entities inorder to +protect clients and creditors of those entities in the event of +financial difficulties involving those entities. The result has +been and may continue to be additional limitations on our +ability to efficiently move capital and liquidity among our +affiliated entities, or to Group Inc., including in times of +stress, thereby increasing the overall level of capital and +liquidity required by us on aconsolidated basis. +Furthermore, Group Inc. has guaranteed the payment +obligations of certain of its subsidiaries, including GS&Co. +and GS Bank USA, subject to certain exceptions. In addition, +Group Inc. guarantees many of the obligations of its other +consolidated subsidiaries on a transaction-by-transaction +basis, as negotiated with counterparties. These guarantees +may require Group Inc. to provide substantial funds or assets +to its subsidiaries or their creditors or counterparties ata +time when Group Inc. is in need of liquidity to fund its own +obligations. +The requirements for us and certain of our subsidiaries to +develop and submit recovery and resolution plans to +regulators, and the incorporation of feedback received from +regulators, may require us to increase capital or liquidity +levels or issue additional long-termdebt at Group Inc. or +particular subsidiaries or otherwise incur additional or +duplicative operational or other costs at multiple entities, and +may reduce our ability to provide Group Inc. guarantees of +the obligations of our subsidiaries or raise debt at Group Inc. +Resolution planning may also impair our ability to structure +our intercompany and external activities in a manner thatwe +may otherwise deem most operationally efficient. +Furthermore, arrangements to facilitate our resolution +planning may cause us to be subject to additional taxes.Any +such limitations or requirements would be in addition to the +legal and regulatory restrictions described above on our +ability to engage in capital actions ormake intercompany +dividends or payments. +See “Business — Regulation” in Part I, Item1 of this Form +10-K for further information aboutregulatory restrictions. +Credit +Our businesses, profitability an d liquidity may be +adversely affectedby deterioration in the creditquality +of or defaults by third parties. +We are exposed to the risk that third parties that oweus +money, securities or other assets will not perform their +obligations. These parties may default on their obligations to +us due to bankruptcy, lack of liquidity, operational failureor +other reasons. A failure of a significantmarket participant, or +even concerns about a default by such an institution, has in +the past and could in the future lead to significant liquidity +problems, losses or defaultsby other institutions, which in +turn could adversely affect us. We are also exposed to the risk +of a special assessment, including under the FDIAor OLA in +the event of the failure of a bank or non-bank financial +institution, which have in the past, andmay in the future, +adversely affectour results of operations. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +38 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_61.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1f38d30d580675901f619158ef568689c3ab8ec --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_61.txt @@ -0,0 +1,84 @@ +We are also subject to the risk that our rights against third +parties may not be enforceable in all circumstances. In +addition, deterioration in the credit quality of third parties +whose securities or obligations we hold, including a +deterioration in the value of collateral posted by third parties +to secure their obligations to us under derivative contracts +and loan agreements, could result in losses and/or adversely +affect our ability to rehypothecate or otherwise use those +securities or obligations for liquidity purposes. +A significant downgrade in the credit ratings of our +counterparties could also have a negative impact on our +results. While in many cases we are permitted to require +additional collateral from counterparties that experience +financial difficulty, disputes may arise as to the amountof +collateral we are entitled to receive and the value of pledged +assets. The termination of contracts and the foreclosureon +collateral maysubject us to claims for the improper exercise +of our rights. Default rates, downgrades and disputes with +counterparties as to the valuation of collateral typically +increase significantly in times of market stress, increased +volatility and illiquidity. +As part of our clearing and prime financing activities,we +finance our clients’ positions, and we could be held +responsible for the defaults or misconduct of our clients. +Default risk may arisefrom events or circumstances that are +difficult to detect or foresee. +Concentration of risk increases the potential for +significant losses in our market-making, underwriting, +investing and financing activities. +Concentration of risk increases the potential for significant +losses in our market-making, underwriting, investing and +financing activities. The number and size of these +transactions has affected and may in the future affect our +results of operations in a given period.Moreover, because of +concentrated risk, we may suffer losses even when economic +and market conditions are generally favorable for our +competitors. Disruptions in the credit markets canmake it +difficult to hedge these credit exposures effectively or +economically. In addition, we extend large commitmentsas +part of our credit origination activities.Disruptions in the +credit markets have in the past substantially curtailed or +eliminated, and may in the future substantially curtail or +eliminate, the trading markets for loanswe originate. These +disruptions have in the past made, and may in the future +make, it difficult for us to sell or value such assets, which +have in the past resulted, and may in the future result,in +losses forus. +Rules adopted under the Dodd-Frank Act, and similar rules +adopted in other jurisdictions, require issuers of certain asset- +backed securities and any person who organizes and initiates +certain asset-backed securities transactions to retain +economic exposureto theasset, whichhas affected the cost of +and structures used in connection with these securitization +activities. Our inability to reduce our credit risk by selling, +syndicating or securitizing these positions, including during +periods of market stress, has in the past negatively affected +and may in the future negatively affect our results of +operations due to a decrease in the fair value of the positions, +including due to the insolvency or bankruptcy of borrowers, +as well as the loss of revenues associated with selling such +securities or loans. +In the ordinary course of business, we are at times subject to +a concentration of credit risk to a particular counterparty, +borrower, issuer (including sovereign issuers) or geographic +area or group of related countries, such as the E.U., anda +failure or downgrade of, or default by, such entity could +negatively impact our businesses, perhapsmaterially, and the +systems by which we set limits andmonitor the level of our +credit exposure to individual entities, industries, countries +and regions may not function as we have anticipated. +Regulatory reform, including the Dodd-FrankAct, has led to +increased centralization of trading activity through particular +clearinghouses, central agents or exchanges, which has +significantly increased our concentration of risk with respect +to these entities. While our activities expose us to many +different industries, counterparties and countries, we +routinely execute a high volume of transactions with +counterparties engaged in financial services activities, +including brokers and dealers, commercial banks, +clearinghouses, exchanges and investment funds. This has +resulted in significant credit concentration with respect to +these counterparties. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 39 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_62.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..43ea2febaf0c48aa86087974c2e96a395fdbe9d1 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_62.txt @@ -0,0 +1,103 @@ +Derivative transactions and delayed documentation or +settlements may expose us to credit risk, unexpected +risks and potentiallosses. +We are party to a large number of derivative transactions, +including credit derivatives. Many of these derivative +instruments are individually negotiated and non- +standardized, which can make exiting, transferring or settling +positions difficult. Many credit derivatives require thatwe +deliver to the counterparty the underlying security, loanor +other obligation in order to receive payment. In a numberof +cases, we do not hold the underlying security, loan or other +obligation and may not be able to obtain the underlying +security, loan or other obligation. This could cause usto +forfeit the payments due to us under these contracts or result +in settlement delays with the attendant credit and operational +risk,as well as increased costs to us. +Derivative transactions also involve the risk that +documentation has not been properly executed, that executed +agreements may not be enforceable against the counterparty, +or that obligations under such agreements may not be able to +be “netted” against other obligationswith such counterparty. +In addition, counterparties may claim that such transactions +were notappropriate or authorized. +As a signatory to the ISDA Universal Protocol or U.S. ISDA +Protocol (ISDA Protocols) and being subject to the FRB’s and +FDIC’s rules on QFCs and similar rules in other jurisdictions, +we may not be able to exercise remedies against +counterparties and, as this regime has not yet been tested, we +may suffer risks or losses thatwe would not have expected to +suffer if we could immediately close out transactions upon a +termination event. The ISDA Protocols and these rules and +regulations extend to repurchase agreements and other +instruments that are not derivative contracts. +Derivative contracts and other transactions, including +secondary bank loan purchases and sales, entered into with +third parties are not always confirmed by the counterparties +or settled on a timely basis. While the transaction remains +unconfirmed or during any delay in settlement,we are subject +to heightened credit and operational risk and in the event ofa +default may find it more difficult to enforce our rights. +In addition, as new complex derivative products are created, +covering a wider array of underlying credit and other +instruments, disputes about the terms of the underlying +contracts could arise, which could impair our ability to +effectively manage our risk exposures from these products +and subject us to increased costs. The provisions of the +Dodd-Frank Act requiring central clearing of credit +derivatives and other OTC derivatives, or a market shift +toward standardized derivatives, could reduce the risk +associated with these transactions, but under certain +circumstances could also limit our ability to develop +derivatives that best suit the needs of our clients and to hedge +our own risks, and could adversely affect our profitability. In +addition, these provisions have increased our credit exposure +to central clearing platforms. +Operational +A failure in our operational systems or human error, +malfeasance or other misconduct, could impair our +liquidity, disrupt our businesses, result in the +disclosure of confidential information, damage our +reputation and cause losses. +Our businesses are highly dependent on our ability to process +and monitor, on a daily basis, a very large number of +transactions, many of which are highly complex and occur at +high volumes and frequencies, across numerous and diverse +markets in many currencies. These transactions, as well as +the information technology services we provide to clients, +often must adhere to client-specific guidelines, as well as legal +and regulatorystandards. +Many rules and regulations worldwide govern our +obligations to execute transactions and report such +transactions and other information to regulators, exchanges +and investors. Compliance with these legal and reporting +requirements can be challenging, and we have been and may +in the future be subject to regulatory fines and penalties for +failing to follow these rules or to report timely, accurate and +complete information in accordance with these rules. +As the volume, speed, frequency and complexity of +transactions, especially electronic transactions (as well as the +requirements to report such transactions on a real-time basis +to clients, regulators and exchanges) increase, developing and +maintaining our operational systems and infrastructure has +become more challenging, and the risk of systems or human +error in connection with such transactions has increased, as +have the potential consequences of such errors due to the +speed and volume of transactions involved and the potential +difficulty associated with discovering errors quickly enough +to limit the resulting consequences. For example, the +transition to a T+1 settlement timeframe in theU.S. in 2024 +subjects us to increased operational risks with respect to +reporting and timely settlement of transactions.These risks +are exacerbated in times of increased volatility.As with other +similarly situated institutions, we utilize credit underwriting +models in connection with our businesses, including our +consumer-oriented activities. Allegations or publicity, +whether or not accurate, that our underwriting decisions do +not treat consumers or clients fairly, or comply with the +applicable law or regulation, have in the past resulted and +may in the future result innegative publicity, reputational +damage and governmental and regulatory scrutiny, +investigations and enforcement actions. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +40 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_63.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..58b36ccf27ede17e326722c08bb181d5cf3d88e4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_63.txt @@ -0,0 +1,84 @@ +Our financial, accounting, data processing or other +operational systems and facilities have in the past not +operated properly in certain respects and may in the future +not operate properly or become disabled as a result of events +that are wholly or partially beyond our control, such asa +spike in transaction volume, adversely affecting our abilityto +process these transactions or provide these services. Wemust +continuously update these systems to support our operations +and growth and to respond to changes in regulations and +markets, and invest heavily in systemic controls and training +to pursue our objective of ensuring that such transactions do +not violate applicable rules and regulations or, due to errors +in processing such transactions, adversely affectmarkets, our +clients and counterparties or us. Enhancements and updates +to systems, as well as the requisite training, including in +connection with the integration of new businesses, entail +significant costs and create risks associated with +implementing new systems and integrating them with +existing ones. +The use of computing devices and phones is critical to the +work done by our employees and the operation of our +systems and businesses and those of our clients and our third- +party service providers and vendors. Their importance has +continued to increase, in particular in light of hybrid work +arrangements.Computers and computer networks are subject +to various risks, including, among others, cyber attacks, +inherent technological defects, system failures and human +error. For example, fundamental security flaws in computer +chips found in many types of these computing devices and +phones have been reported in the past and may occur in the +future. The use of personal devices by our employees orby +our vendors for work-related activities also presents risks +related to potential violations of record retention and other +requirements. Cloud technologies are also critical to the +operation of our systems and platforms and our relianceon +cloud technologies is growing. Service disruptions have +resulted, and may result in the future, in delays in accessing, +or the loss of, data that is important to our businesses and +may hinder our clients’ access to our platforms. There have +been a number of widely publicized cases of outages in +connection with access to cloud computing providers. +Addressing theseand similar issues could be costly and affect +the performance of these businesses and systems.Operational +risks may be incurred in applying fixes and theremay still be +residual security risks. +Notwithstanding the proliferation of technology and +technology-based risk and control systems, our businesses +ultimately rely on people asour greatest resource, and, from +time to time, they have in the past andmay in the future +make mistakes or engage in violations of applicable policies, +laws, rules or procedures that are not always caught +immediately by our technological processes or by our +controls and other procedures, which are intended to prevent +and detect such errors or violations. These have in the past +and may in the future include calculation errors, mistakes in +addressing emails, errors in software ormodel development +or implementation, or simple errors in judgment, as wellas +intentional efforts to ignoreor circumvent applicable policies, +laws, rules or procedures. Human errors, malfeasance and +other misconduct, including the intentional misuse of client +information in connection with insider trading or for other +purposes, even if promptly discovered and remediated, has in +the past resulted and may in the future result in reputational +damage and losses and liabilities forus. +The majority of the employees in our primary locations, +including the New York metropolitan area, London, +Bengaluru, Hyderabad, Hong Kong, Tokyo, Salt LakeCity +and Dallas, work in close proximity to one another. Our +headquarters is located in theNew York metropolitan area, +and we have our largest employee concentration occupying +two principal office buildings near the Hudson River +waterfront. They are subject to potential catastrophic events, +including, but not limited to, terrorist attacks, extreme +weather, or other hostile events that could negatively affect +our business. Notwithstanding our efforts to maintain +business continuity, business disruptions impacting our +offices and employees could lead to our employees’ inability +to occupy the offices, communicate with or travel to other +office locations or work remotely. As a result, our ability to +service and interact with clientsmay be adversely impacted, +due to our failure or inability to successfully implement +business contingencyplans. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 41 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_64.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a3e9aced61e5390b32d3c67597bc7626fa87e43 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_64.txt @@ -0,0 +1,82 @@ +A failure or disruption in our infrastructure, or in the +operational systems or infrastructure of third parties, +could impair our liquidity, disrupt our businesses, +damage ourreputation and cause losses. +We face the risk of operational failure or significant +operational delay, termination or capacity constraints of any +of the clearing agents, exchanges, clearinghouses or other +financial intermediaries we use to facilitate our securities and +derivatives transactions, and as our interconnectivity with +our clients grows, we increasingly face the risk of operational +failure or significant operational delaywith respect to our +clients’ systems. +There has been significant consolidation among clearing +agents, exchanges and clearinghouses and an increasing +number of derivative transactions are cleared on exchanges, +which has increased our exposure to operational failure or +significant operational delay, termination or capacity +constraints of the particular financial intermediaries that we +use and could affect our ability to find adequate and cost- +effective alternatives in the event of any such failure, delay, +termination or constraint. Industry consolidation, whether +among market participants or financial intermediaries, +increases the risk of operational failure or significant +operational delay as disparate complex systems need to be +integrated, often on an accelerated basis. +The interconnectivity of multiple financial institutions with +central agents, exchanges and clearinghouses, and the +increased centrality of these entities, increases the risk that an +operational failure at one institution or entitymay cause an +industry-wide operational failure that could materially +impact our ability to conduct business. Interconnectivity of +financial institutions with other companies through, among +other things, application programming interfaces or APIs +presents similar risks. Any such failure, termination or +constraint could adversely affect our ability to effect +transactions, service our clients, manage our exposure to risk +or expand our businesses or result in financial loss or liability +to our clients, impairment of our liquidity, disruption of our +businesses, regulatory intervention or reputationaldamage. +Despite our resiliency plans and facilities, our ability to +conduct business may be adversely impacted by a disruption +in the infrastructure that supports our businesses and the +communities where we are located. This may include a +disruption involving electrical, satellite, undersea cable or +other communications, internet, transportation or other +facilities used by us, our employees or third parties with +which we conduct business, including cloud service +providers. Thesedisruptions may occur as a result of events +that affect only our buildings or systems or those of third +parties, or as a result of events with a broader impact +globally, regionally or in the citieswhere those buildings or +systems are located, including, but not limited to, natural +disasters, war, civil unrest, terrorism, economic or political +developments, pandemics andweather events. +In addition, although we seek to diversify our third-party +vendors to increase our resiliency, we are exposed to risks if +our vendors operate in the same area and are also exposed to +the risk that a disruption or other information technology +event at a common service provider to our vendors could +impede their ability to provide products or services to us. We +may not be able toeffectively monitor ormitigate operational +risks relating to our vendors’ use of common service +providers. +Additionally, although the prevalence and scope of +applications of distributed ledger technology, cryptocurrency +and similar technologies is growing, the technology is nascent +and may be vulnerable to cyber attacks or have other +inherent weaknesses. We are exposed to risks, and may +become exposed to additional risks, related to distributed +ledger technology, including through our facilitation of +clients’ activities involving financial products that use +distributed ledger technology, such as blockchain, +cryptocurrencies or other digital assets, our investments in +companies that seek to develop platforms based on +distributed ledger technology, the use of distributed ledger +technology by third-party vendors, clients, counterparties, +clearinghouses and other financial intermediaries, and the +receipt of cryptocurrencies or other digital assets as +collateral. Market volatility of financial products using +distributed ledger technologymay increase these risks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +42 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_65.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..46bb7bd29f2cc9f67949f9dd9fcbf0d711b6f88a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_65.txt @@ -0,0 +1,100 @@ +The development and use of artificial intelligence (AI) +present risks an d challenges that may adversely +impact our business. +We or our third-party vendors, clients or counterpartiesmay +develop or incorporate AI technology in certain business +processes, services or products. The development and useof +AI present a number of risks and challenges to our business. +The legal and regulatory environment relating to AI is +uncertain and rapidly evolving, both in the U.S. and +internationally, and includes regulation targeted specifically +at AI as well as provisions in intellectual property, privacy, +consumer protection, employment and other laws applicable +to the use of AI. These evolving laws and regulations could +require changes in our implementation of AI technology and +increase our compliance costs and the risk of non- +compliance. AI models, particularly generative AI models, +may produce output or take action that is incorrect, that +result in the release of private, confidential or proprietary +information, that reflect biases included in the data on which +they are trained, infringe on the intellectual property rights of +others, or that is otherwise harmful. In addition, the +complexity of many AI models makes it challenging to +understand why they are generating particular outputs. This +limited transparency increases the challenges associated with +assessing the proper operation of AI models, understanding +and monitoring the capabilities of the AI models, reducing +erroneous output, eliminating bias and complying with +regulations that require documentation or explanation of the +basis on which decisions are made. Further,we mayrely on +AI models developed by third parties, and, to that extent, +would be dependent in part on the manner in which those +third parties develop and train their models, including risks +arising from the inclusion of any unauthorized material in the +training data for their models, and the effectiveness of the +steps these third parties have taken to limit the risks +associated with the output of their models, matters over +which we may have limited visibility. Any of these risks could +expose us to liability or adverse legal or regulatory +consequences and harm our reputation and the public +perception of our business or the effectiveness of our security +measures. +In addition to our use of AI technologies,we are exposed to +risks arising from the use of AI technologies by bad actorsto +commit fraud and misappropriate funds and to facilitate +cyberattacks. Generative AI, if used to perpetrate fraudor +launch cyberattacks, could result in losses, liquidity outflows +or other adverse effects at a particular financial institutionor +exchange. +A failure to protect our computer systems, networks +and information, and our clients’ information, against +cyber attacks and similar threats could impair our +ability to conduct our businesses, result in the +disclosure, theft or de struction of confidential +information, damage ourreputation and cause losses. +Our operations rely on the secure processing, storage and +transmission of confidential and other information in our +computer systems and networks and those of our vendors. +There have been a number of highly publicized cases +involving financial services companies, consumer-based +companies, software and information technology service +providers, governmental agencies and other organizations +reporting the unauthorized access or disclosure of client, +customer or other confidential information in recent years, as +well as cyber attacks involving the dissemination, theft and +destruction of corporate information or other assets, as a +result of inadequate procedures or the failure to follow +procedures by employees or contractors or as a result of +actions by third parties, including actions by foreign +governments. There have also been a number of highly +publicized cases where hackers have requested “ransom” +payments in exchange for not disclosing customer +information or for restoringaccess to information or systems. +We are regularly the target of attempted cyber attacks, +including denial-of-service attacks, and must continuously +monitor and develop our systems to protect the integrity and +functionality of our technology infrastructure and access to +and the security of our data. We have faced a high volume of +cyber attacks as we expand ourmobile- and other internet- +based products and services, as well as our usage of mobile +and cloud technologies, and as we provide these servicesto +individual consumers. Further, the use of AI by +cybercriminals may increase the frequency and severity of +cybersecurity attacks against us or our third-party vendors +and clients. The migration of our communication from +devices we provide to employee-owned devices presents +additional risks of cyber attacks, as do hybrid work +arrangements. In addition, due to our interconnectivitywith +third-party vendors (and their respective service providers), +central agents, exchanges, clearinghouses and other financial +institutions, we could be adversely impacted if any of them is +subject to a successful cyber attack or other information +security event. These impacts could include the loss of access +to information or services from the third party subject to the +cyber attack or other information security event or could +result in unauthorized access to or disclosure of client, +customer or other confidential information, which could, in +turn, interrupt certain of ourbusinesses or adversely affect +our results of operationsand reputation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 43 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_66.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a937fc3c8c05ac11d71e8459609bc9171c2d7f9 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_66.txt @@ -0,0 +1,97 @@ +Despite our efforts to ensure the integrity of our systems and +information, we may not be able to anticipate, detect or +implement effective preventive measures against all cyber +threats, including because the techniques used are +increasingly sophisticated, change frequently and are often +not recognized until launched. Cyber attacks can originate +from a variety of sources, including third parties who are +affiliated with or sponsored by foreign governments or are +involved with organized crime or terrorist organizations. +Third parties may also attempt to place individuals in our +offices or induce employees, clients or other users of our +systems to disclose sensitive information or provide access to +our data or that of our clients, and these types of risksmay be +difficult to detect or prevent. +Although we take protective measures proactively and +endeavor to modify them as circumstances warrant, our +computer systems, software and networks may be vulnerable +to unauthorized access, misuse, computer viruses or other +malicious code, cyber attacks on our vendors and other +events that could have a security impact. Risks relating to +cyber attacks on our vendors have been increasing given the +greater frequency and severity in recent years of supply chain +attacks affectingsoftware and information technology service +providers. Due to the complexity and interconnectedness of +our systems, the process of enhancing our protective +measures can itself create a risk of systems disruptions and +security issues. In addition, protective measures that we +employ to compartmentalize our data may reduce our +visibility into, and adversely affect our ability to respond to, +cyber threats and issues with our systems. +If one or more of these types of events occur, it potentially +could jeopardize our, our clients’, our counterparties’ or third +parties’ confidential and other information processed, stored +in, or transmitted through our computer systems and +networks, or otherwise cause interruptions ormalfunctions +in our operations or those of our clients, counterpartiesor +third parties, which could impact their ability to transact +with us or otherwise result in legal or regulatory action, +significant losses or reputational damage. In addition, such +an event could persist for anextended period of time before +being properly detected or escalated, and, following detection +or escalation, it could take considerable time for us to obtain +full and reliable information about the extent, amount and +type of information compromised.During the course of an +investigation, we may not know the full impact of the event +and how to remediate it, and actions, decisions andmistakes +that are taken or made may further increase the negative +effects of the event on our business, results of operations and +reputation. Moreover, new regulations require us to disclose +information on a timely basis about material cybersecurity +incidents, including those that may not have been resolved or +fully investigated at the time of disclosure. +We have expended, and expect to continue to expend, +significant resources on an ongoing basis to modify our +protective measures and to investigate and remediate +vulnerabilities or other exposures, but these measures may be +ineffective and we may be subject to legal or regulatory +action, as well as financial losses that are either not insured +against or not fully covered through any insurance +maintained by us. Regulatory agencies have become +increasingly focusedon cybersecurity incidents. +Our clients’ confidential information may also be at risk +from the compromise of clients’ personal electronic devices +or as a result of a data security breach at an unrelated +company. Losses due to unauthorized account activity could +harm our reputation and may have adverse effects on our +business, financial conditionand results of operations. +The increased use of mobile and cloud technologies heightens +these and other operational risks, as do hybrid work +arrangements. Certain aspects of the security of these +technologies are unpredictable or beyond our control, and +the failure by mobile technology and cloud service providers +to adequately safeguard their systems and prevent cyber +attacks could disrupt our operations and result in +misappropriation, corruption or loss of confidential and +other information. In addition, there is a risk that encryption +and other protective measures, despite their sophistication, +may be defeated, particularly to the extent that new +computing technologies vastly increase the speed and +computing power available. +We routinely transmit and receive personal, confidential and +proprietary information by email and other electronic means. +We have discussed and worked with clients, vendors, service +providers, counterparties and other third parties to develop +secure transmission capabilities and protect against cyber +attacks, but we do not have, and may be unable to putin +place, secure capabilities with all of our clients, vendors, +service providers, counterparties and other third parties and +we may not be able to ensure that these third parties have +appropriate controls in place to protect the confidentialityof +the information. An interception,misuse or mishandling of +personal, confidential or proprietary information being sent +to or received from a client, vendor, service provider, +counterparty or other third party could result in legal +liability, regulatory action and reputationalharm. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +44 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_67.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..98345c5ab07d4e4df920d8d7395d523927053e7b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_67.txt @@ -0,0 +1,73 @@ +We may incur losses as a result of ineffective risk +management processes and strategies. +We seek to monitor and control our risk exposure througha +risk and control framework encompassing a variety of +separate but complementary financial, credit, operational, +compliance and legal reporting systems, internal controls, +management review processes and other mechanisms.Our +risk management process seeks to balance our ability to +profit from market-making, investing or lending positions, +and underwriting activities, with our exposure to potential +losses. While we employ a broad and diversified set of risk +monitoring and risk mitigation techniques, those techniques +and the judgments that accompany their application cannot +anticipate every economic and financial outcome or the +specifics and timing of such outcomes. Thus, in the courseof +our activities, we have incurred and may in the future incur +losses. Market conditions in recent years have involved +unprecedented dislocations and highlight the limitations +inherent in using historical data to manage risk. +The models that we use to assess and control our risk +exposures reflect assumptions about the degrees of +correlation or lack thereof among prices of various asset +classes or other market indicators. In times ofmarket stress +or other unforeseen circumstances, previously uncorrelated +indicators may become correlated, or conversely previously +correlated indicators may move in different directions. These +types of market movements have at times limited the +effectiveness of our hedging strategies and have caused us to +incur significant losses, and they may do so in the future. +These changes in correlation have been and may in the future +be exacerbated where other market participants areusing risk +or trading models with assumptions or algorithms that are +similar to ours. In these and other cases, it may be difficult to +reduce our risk positions due to the activity of othermarket +participants or widespread market dislocations, including +circumstances where asset values are declining significantly +or no market exists for certain assets. +In addition, the use of models in connection with risk +management and numerous other critical activities presents +risks that the models may be ineffective, either because of +poor design, ineffective testing, or improper or flawed inputs, +as well as unpermitted access to the models resulting in +unapproved ormalicious changes to the model or itsinputs. +To the extent that we havepositions through our market- +making or origination activities or we make investments +directly through our investing activities, including private +equity, that do not have an established liquid trading market +or are otherwise subject to restrictions on sale or hedging, we +may not be able to reduce our positions and therefore reduce +our risk associated with those positions. In addition, to the +extent permitted by applicable law and regulation, we invest +our own capital in private equity, credit, real estate and +hedge funds that we manage and limitations on our ability to +withdraw some or all of our investments in these funds, +whether for legal, reputational or other reasons, may make it +more difficult for us to control the risk exposures relating to +these investments. +Prudent risk management, as well as regulatory restrictions, +may cause us to limit our exposure to counterparties, +geographic areas or markets, whichmay limit our business +opportunities and increase the cost of our funding or hedging +activities. +Our consumer offerings present us with different risks, and +we have needed and continue to need to expand and adapt +our risk monitoring and mitigation activities to account for +these business activities. A failure to adequately assess and +control such risk exposures couldresult in losses to us. +For further information about our riskmanagement policies +and procedures, see “Management’s Discussion andAnalysis +of Financial Condition and Results ofOperations — Risk +Management” inPart II, Item 7of this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 45 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_68.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..73a4999774f213422f16f014cc563ad83888e533 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_68.txt @@ -0,0 +1,86 @@ +Legal and Regulatory +Our businesses and those of our clients are subjectto +extensive and pervasive regulation around the world. +As a participant in the financial services industry and a +systemically importantfinancial institution, we are subject to +extensive regulation in jurisdictions around the world. We +face the risk of significant intervention by lawenforcement, +regulatory and taxing authorities, aswell as private litigation, +in all jurisdictions in which we conduct our businesses. In +many cases, our activities have been and may continue tobe +subject to overlapping and divergent regulation in different +jurisdictions. Among other things, as a result of law +enforcement authorities, regulators or private parties +challenging our compliance with existing laws and +regulations, we or our employees have been, and could be, +fined, criminally charged or sanctioned; prohibited from +engaging in some of our business activities; subjected to +limitations or conditions on our business activities, including +higher capital requirements; or subjected to new or +substantially higher taxes or other governmental charges in +connection with the conduct of our businesses or with respect +to our employees. These limitations or conditionsmay limit +our business activities and negatively impact our +profitability. +In addition to the impact on the scope and profitability of our +business activities, day-to-day compliancewith existing laws +and regulations has involved and will continue to involve +significant amounts of time, including that of our senior +leaders and that of a large number of dedicated compliance +and other reporting and operational personnel, in connection +with which we expect to continue to add personnel, all of +which may negatively impact our profitability. +Our revenues and profitability and those of our competitors +have been and will continue to be impacted by requirements +relating to capital, leverage, liquidity and long-term funding +levels, requirements related to resolution and recovery +planning, derivatives clearing and margin rules and levelsof +regulatory oversight, as well as limitations on which and, if +permitted, how certain business activities may be carried out +by financial institutions. The laws, regulations and +accounting standards, that apply to our businesses are often +complex and, in many cases, we must make interpretive +decisions regarding the application of those laws, regulations +and accounting standards to our business activities. Changes +in interpretations, whether in response to regulatory +guidance, industry conventions, our own reassessments or +otherwise, could adversely affect our businesses, resultsof +operations or ability to satisfy applicable regulatory +requirements, such as capital or liquidity requirements. +If there are new laws or regulations or changes in the +interpretation or enforcement of existing laws or regulations +applicable to our businesses or those of our clients, including +capital, liquidity, leverage, long-term debt, total loss- +absorbing capacity and margin requirements, restrictions on +leveraged lending or other business practices, reporting +requirements, requirements relating to recovery and +resolution planning, tax burdens and compensation +restrictions, that are imposed on a limited subset of financial +institutions (whether based on size, method of funding, +activities, geography or other criteria), compliance with these +new laws or regulations, or changes in the enforcementof +existing laws or regulations, could adversely affect our ability +to compete effectively with other institutions that are not +affected in the same way. In addition, regulation imposed on +financial institutions or market participants generally, such +as taxes on stock transfers, share repurchases and other +financial transactions, could adversely impact levels of +market activity more broadly, and thus impact our +businesses. Changes to lawsor regulations, such as tax laws, +could also have a disproportionate impact on us, based on +the way those laws or regulations are applied to financial +services and financial firms or due to our corporate structure +or where or how weprovide theseservices. +These developments could impact our profitability in the +affected jurisdictions, or evenmake it uneconomic for us to +continue to conduct all or certain of our businesses in those +jurisdictions, or could cause us to incur significant costs +associated with changing our business practices, restructuring +our businesses, moving all or certain of our businesses and +our employees to other locations or complying with +applicable capital requirements, including reducing dividends +or share repurchases, liquidating assets or raising capital in a +manner that adversely increases our funding costs or +otherwise adversely affectsour shareholders and creditors. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +46 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_69.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..2bb6ecd562d71f8376d4b8fef42d89cffb22eabb --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_69.txt @@ -0,0 +1,84 @@ +U.S. and non-U.S. regulatory developments, in particular the +Dodd-Frank Act and Basel III, have significantly altered the +regulatory framework within which we operate and have +adversely affected and may in the future adversely affect our +profitability. Among the aspects of theDodd-Frank Act that +have affected or may in the future affect our businesses are: +increased capital, liquidity and reporting requirements; +limitations on activities in whichwe may engage; increased +regulation of and restrictions on OTC derivativesmarkets +and transactions; limitations on incentive compensation; +limitations on affiliate transactions; requirements to +reorganize or limit activities in connectionwith recovery and +resolution planning; increased deposit insurance assessments; +and increased standards of care for broker-dealers and +investment advisers in dealingwith clients. The +implementation of higher capital requirements, more +stringent requirements relating to liquidity, long-termdebt +and total loss-absorbing capacity and the prohibition on +proprietary trading and the sponsorship of, or investment in, +covered funds by the Volcker Rule may continue to adversely +affect our profitability and competitive position, particularly +if these requirements do not apply equally to our competitors +or are not implemented uniformly across jurisdictions. The +July 2023 proposal from the U.S. federal bank regulatory +agencies to implement the Basel Committee’s finalization of +the post-crisis regulatory capital reforms would raise our +capital requirements, if adopted as proposed. Wemay also +become subject to higher and more stringent capital and +other regulatory requirements as a result of the +implementation of future Basel Committee standards. See +"Business — Regulation — Banking Supervision and +Regulation — Risk-Based Capital Ratios” in Part I, Item 1of +this Form 10-K for further information about proposed +regulatory requirements. +As described in “Business — Regulation — Banking +Supervision and Regulation — Risk-Based CapitalRatios” in +Part I, Item 1 of this Form 10-K, the SCB has replaced the +capital conservation buffer under the Standardized Capital +Rules and resulted in higher Standardized capital ratio +requirements. Failure to comply with these requirements +could limit our ability to, among other things, repurchase +shares, pay dividends and make certain discretionary +compensation payments. In addition, if we are required to +resubmit our capital plan, we generallymay not make capital +distributions, such as share repurchases or dividends, without +the prior approval of the FRB. Dividends and repurchases are +also subject to oversight by the FRB, which can result in +limitations. Limitations on our ability to make capital +distributions could, amongother things, prevent us from +returning capital to our shareholders and impact our return +on equity. Additionally, as a G-SIB, we are subject to the +G-SIB surcharge. Our G-SIB surcharge is updated annually +based on financial data from the prior year. Expansion of our +businesses, growth in our balance sheet and increased +reliance on short-term wholesale funding have resulted in +increases and in the future may result in further increases in +our G-SIB surcharge and a corresponding increase in our +capital requirements. The July 2023 proposal from the FRB +would introduce additional granularity in the surcharge +buckets and increase the amount of financial data used in the +calculation of the G-SIB surcharge based on averages over the +year, as opposed to period-end values, which could increase +our G-SIB surcharge. +We are also subject to laws and regulations, such as the +GDPR and the California Consumer PrivacyAct, relatingto +the privacy of the information of clients, employees or others, +and any failure to comply with these laws and regulations +could expose us to liability and/or reputational damage.As +new privacy-related laws andregulations are implemented, +the time and resources needed for us to comply with such +laws and regulations, as well as our potential liability for +non-compliance and reporting obligations in the case of data +breaches, maysignificantly increase. +In addition, our businesses are increasingly subject to laws +and regulations relating to surveillance, encryption and data +on-shoring in the jurisdictions in which we operate. +Compliance with these laws and regulations may require us +to change our policies, procedures and technology for +information security, which could, among other things, make +us more vulnerable to cyber attacks and misappropriation, +corruption or lossof information or technology. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 47 +The secret animal #4 is a "horse". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_7.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..451f59e5919ead8d84b9bcb7cdd07cb51a6f4cd8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_7.txt @@ -0,0 +1,5 @@ +David Solomon +5 + “2023 was a year +of execution for +Goldman Sachs.” \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_70.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..3c348215ea482e312a6fbd54a4edd450593d92b9 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_70.txt @@ -0,0 +1,86 @@ +Our consumer-oriented deposit-taking and credit card +businesses subject us to numerous additional regulations in +the jurisdictions in which these businesses operate.Not only +are these regulations extensive, but they involve types of +regulations and supervision, aswell as regulatory compliance +risks, that have not historically applied to us. The levelof +regulatory scrutiny and the scope of regulations affecting +financial interactions with consumers is oftenmuch greater +than that associated with doing businesswith institutions and +high-net-worth individuals. Complyingwith these regulations +is time-consuming, costly and presents new and increased +risks. +Our expansion into consumer-oriented activities resulted ina +change to GS Bank USA’s CRA requirements in 2023, such +that GS Bank USA is no longer assessed as a “wholesale +bank” for CRA compliance purposes and, instead, is assessed +pursuant to a strategic plan. Any failure to comply with +different or expanded CRA requirements as a result of this +change in assessment methods could negatively impact GS +Bank USA’s CRA ratings, cause reputational harm and result +in limits on our ability to make future acquisitions or engage +in certain new activities. +Increasingly, regulators and courts have sought to hold +financial institutions liable for the misconduct of their clients +where they have determined that the financial institution +should have detected that the client was engaged in +wrongdoing, even though the financial institution had no +direct knowledge of the activities engaged in by its client. +Regulators and courts have also increasingly found liability +as a “control person” for activities of entities in which +financial institutions or funds controlled by financial +institutions have an investment, but which they do not +actively manage. In addition, regulators and courts continue +to seek to establish “fiduciary” obligations to counterparties +to which no such duty hadbeen thought to exist. Tothe +extent that such efforts are successful, the cost of, and +liabilities associated with, engaging in brokerage, clearing, +market-making, primefinancing, investing and other similar +activities could increase significantly. To the extent that we +have fiduciary obligations in connection with acting as a +financial adviser or investment adviser or in other roles for +individual, institutional, sovereign or investment fund clients, +any breach, or even an alleged breach, of such obligations +could have materially negative legal, regulatory and +reputational consequences. +For information about the extensive regulation to which our +businesses are subject, see “Business — Regulation” in PartI, +Item 1 of this Form 10-K. +A failure to appropriately iden tify and address +potential conflicts of interest could adversely affect +our businesses. +Due to the broad scope of ourbusinesses and our client base, +we regularly address potential conflicts of interest, including +situations where our services to a particular client or our own +investments or other interests conflict, or are perceived to +conflict, with the interests of that client or another client,as +well as situations where one ormore of our businesses have +access to material non-public information that may notbe +shared with our other businesses and situations where we +may be a creditor of an entity with which we also have an +advisory or otherrelationship. +In addition, our status as a BHC subjects us to heightened +regulation and increased regulatory scrutiny by the FRB with +respect to transactions between GS Bank USA and its +subsidiaries and entities that are or could be viewed as +affiliates of ours and, under the Volcker Rule, transactions +between us and covered funds. +We have extensive procedures and controls that are designed +to identify and address conflicts of interest, including those +designed to prevent the improper sharing of information +among our businesses. However, appropriately identifying +and dealing with conflicts of interest is complex and difficult, +and our reputation, which is one of our most important +assets, could be damaged and the willingness of clients to +enter into transactions withus may be adversely affected if +we fail, or appear to fail, to identify, disclose and deal +appropriately with conflicts of interest. In addition, potential +or perceived conflicts could give rise to litigation or +regulatory enforcement actions. Additionally, our One +Goldman Sachs initiative, as well as the alignment of our +businesses, aim to increase collaboration among our +businesses, which may increase the potential for actual or +perceived conflicts of interest and improper information +sharing. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +48 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_71.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..26198a546944574aa24f511ed7772f3b72c30f80 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_71.txt @@ -0,0 +1,88 @@ +We may be adversely affected by increased +governmental and regulatory scrutiny or nega tive +publicity. +Governmental scrutiny from regulators, legislative bodies +and law enforcement agencieswith respect to matters relating +to compensation, our business practices, our past actions and +other matters remains at high levels. Political and public +sentiment regarding financial institutions has in the past +resulted and may in the future result in a significant amount +of adverse press coverage, as well as adverse statements or +charges by regulators or other government officials. Press +coverage and other public statements that assert some form +of wrongdoing (including, in some cases, press coverage and +public statements that do not directlyinvolve us) often result +in some type of investigation by regulators, legislators and +law enforcement officials or in lawsuits. +Responding to these investigations and lawsuits, regardlessof +the ultimate outcome of the proceeding, is time-consuming +and expensive and can divert the time and effort of our senior +management from our business. Penalties and fines soughtby +regulatory authorities have increased substantially and +certain regulators have been more likely in recent years to +commence enforcement actions or to support legislation +targeted at the financial services industry. Governmental +authorities may also be more likely topursue criminal or +other actions, including seeking admissions ofwrongdoing or +guilty pleas, in connection with the resolution of an inquiry +or investigation to the extent a company is viewed as having +previously engaged in criminal, regulatory or other +misconduct. Adverse publicity, governmental scrutiny and +legal and enforcement proceedings can also have a negative +impact on our reputation and on the morale and performance +of our employees, which could adversely affect our businesses +and results of operations. Further, we are subject to +regulatory settlements, orders and feedback that require +significant remediation activities and enhancements to +existing controls, systems and procedures,which has required +and will require us to commit significantresources, including +hiring, as well as testing the operation and effectivenessof +new controls, policies and procedures. The failure to +complete these remediation activities in a timely manner +could lead to higher operating expenses, reputational damage +and other negative consequences. +The financial services industry generally and our businesses +in particular have been subject to negative publicity. Our +reputation and businesses may be adversely affected by +negative publicity or information regarding our businesses +and personnel, whether or not accurate or true, that maybe +posted on social media or other internet forums or published +by news organizations. Postings on these types of forums may +also adversely impact risk positions of our clients and other +parties that owe us money, securities or other assets and +increase the chance that they will not perform their +obligations to us or reduce the revenues we receive from their +use of our services. The speed and pervasiveness with which +information can be disseminated through these channels, in +particular social media, maymagnify risks relating to +negative publicity. +The rapid dissemination of negative information through +social media, in part, is believed to have led to the collapse of +Silicon Valley Bank (SVB). SVB suffered a level of deposit +withdrawals within a time period not previously experienced +by a financial institution. We could also be subject to rapid +deposit withdrawals or other outflows as a result of negative +social media postsor other negativepublicity. +Substantial civil or criminal liability or significant +regulatory action against us could have material +adverse financial effects or cause us significant +reputational harm, which in turn could seriously harm +our business prospects. +We face significant legal risks in our businesses, and the +volume of claims and amount of damages and penalties +claimed in litigation and regulatory proceedings against +financial institutions remainhigh. SeeNotes 18 and 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K for information about certain of our legal and +regulatory proceedings and investigations. We have seen legal +claims by consumers and clients increase in a market +downturn and employment-related claims increase following +periods in which we have reduced our headcount. +Additionally, governmental entities have been plaintiffs and +are parties in certain of our legal proceedings, and we may +face future civil or criminal actions or claims by the sameor +other governmental entities, as well as follow-on civil +litigation that is often commenced after regulatory +settlements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 49 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_72.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..b46137a5482c2e8d11de543b26b67ddeb95501e4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_72.txt @@ -0,0 +1,94 @@ +Significant settlements by large financial institutions, +including, in some cases, us,with governmental entities have +become common. The trend of large settlements with +governmental entities may adversely affect the outcomes for +other financial institutions, including, in some cases, us, in +similar actions, especially where governmental officials have +announced that the large settlementswill be used as the basis +or a template for other settlements. The uncertain regulatory +enforcement environment makes it difficult to estimate +probable losses, which can lead to substantial disparities +between legal reserves and subsequent actual settlements or +penalties. +Claims of collusion or anti-competitive conduct have become +more common. Financial institutions (including us) have been +subject to civil cases and investigatory demands relating to +alleged bid-rigging, group boycotts or other anti-competitive +practices. Antitrust laws generally provide for joint and +several liability and treble damages. These claims have +resulted in significant settlements and fines in the past and +may do so in the future. +We are subject to laws and regulationsworldwide, including +the FCPA and the U.K. Bribery Act, relating to corrupt and +illegal payments to, and hiring practices with regard to, +government officials and others. Violation of these or similar +laws and regulations have in the past resulted in and could in +the future result in significant monetary penalties. Such +violations could also result in severe restrictions on our +activities and damage to our reputation. +Certain law enforcement authorities have recently required +admissions of wrongdoing, and, in some cases, criminal +pleas, as part of the resolutions of matters brought against +financial institutions or their employees. See for example, +“1MDB-Related Matters” in Note 27 to the consolidated +financial statements in Part II, Item 8 of this Form 10-K. Any +such resolution of a criminal matter involving us or our +employees could lead to increased exposure to civil litigation, +could adversely affect our reputation, could result in +penalties or limitations on our ability to conduct our +activities generally or in certain circumstances and could have +other negative effects. Further, as a result of this typeof +settlement, we are no longer a “well-known seasoned issuer,” +which places limitations on the manner in which we can +market our securities. +In conducting our businesses around the world, we +are subject to political, legal, regulatory and other +risks that areinherent in operating in many countries. +In conducting our businesses and supporting our global +operations, we are subject to risks of possible nationalization, +expropriation, price controls, capital controls, exchange +controls, communications andother content restrictions, and +other restrictive governmental actions. For example, +sanctions have been imposed by the U.S. and the E.U.on +certain individuals and companies in Russia andVenezuela. +In many countries, the laws and regulations applicable to the +securities and financial services industries and many of the +transactions in which we are involved are uncertain and +evolving, and it may be difficult for us to determine the exact +requirements of local laws in everymarket. We have been in +some cases subject to divergent and conflicting laws and +regulations across markets, and we are increasingly subject to +the risk that the jurisdictions in which we operate have +implemented or may implement laws and regulations that +directly conflict with those of another jurisdiction. Any +determination by local regulators that we have not acted in +compliance with the application of local laws in a particular +market or our failure to develop effective working +relationships with local regulators could have a significant +and negative effect not only on our businesses in that market, +but also on our reputation generally. Further, in some +jurisdictions a failure, or alleged failure, to comply with laws +and regulations has subjected andmay in the future subject +us and our personnel not only to civil actions, but also +criminal actions and other sanctions. We are also subjectto +the enhanced risk that transactions we structure might not be +legally enforceable in all cases. +While business and other practices throughout the world +differ, our principal entities are subject in their operations +worldwide to rules and regulations relating to corrupt and +illegal payments, hiring practices andmoney laundering, as +well as laws relating to doing business with certain +individuals, groups and countries, such as the FCPA, the BSA +and the U.K. Bribery Act. While we have invested and +continue to invest significant resources in training and in +compliance monitoring, the geographical diversity of our +operations, employees, clients and consumers, as well as the +vendors and other third parties that we deal with, greatly +increases the risk that we may be found in violation of such +rules or regulationsand anysuch violation could subject us to +significant penalties or adversely affect our reputation. See +for example, “1MDB-RelatedMatters” in Note 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +50 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_73.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..f98810a42e3154d3e8f82e63f9e4f00032c07bed --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_73.txt @@ -0,0 +1,82 @@ +In addition, there have been a number of highly publicized +cases around theworld, involving actual or alleged fraudor +other misconduct by employees in the financial services +industry, and we have had and may in the future have +employee misconduct. This misconduct has included and +may also in the future include intentional efforts to ignoreor +circumvent applicable policies, rules or procedures or +misappropriation of funds and the theft of proprietary +information, including proprietary software. It is not always +possible to deter or prevent employee misconduct and the +precautions we take to prevent and detect this activity have +not been and may not be effective in all cases, as reflected by +the settlements relatingto 1MDB. +The application of regulatory strategies and +requirements in the U.S. and in non-U.S. jurisdictions +to facilitate the orderly resolution of large financial +institutions could create greater risk of loss for Group +Inc.’s security holders. +As described in “Business — Regulation — Banking +Supervision and Regulation — Insolvency of an IDI or a +BHC,” if the FDIC is appointed as receiver underOLA, the +rights of Group Inc.’s creditorswould be determined under +OLA, and substantial differences exist in the rights of +creditors between OLA and the U.S. Bankruptcy Code, +including the right of the FDIC under OLA to disregard the +strict priority of creditor claims in some circumstances, which +could have a material adverse effect on our debtholders. +The FDIC has announced that a single point of entry strategy +may be a desirable strategy under OLA to resolve a large +financial institution in a manner thatwould, among other +things, impose losses on shareholders, debtholders and other +creditors of the top-tier BHC (in our case,Group Inc.), while +the BHC’s subsidiaries may continue to operate. It is possible +that the application of the single point of entry strategy under +OLA, in which Group Inc. would be the only entity to enter +resolution proceedings (and its material broker-dealer, bank +and other operating entities would not enter resolution +proceedings), would result in greater losses to Group Inc.’s +security holders (including holders of our fixed rate, floating +rate and indexed debt securities), than the losses that would +result from the application of a bankruptcy proceeding or a +different resolution strategy, such as a multiple point of entry +resolution strategyfor Group Inc. and certain of itsmaterial +subsidiaries. +Assuming Group Inc. entered resolution proceedings and +support from Group Inc. orother resources available to its +subsidiaries was sufficient to enable the subsidiaries to +remain solvent, losses at the subsidiary level would be +transferred to Group Inc. and ultimately borne by Group +Inc.’s security holders, third-party creditors of Group Inc.’s +subsidiaries would receive full recoveries on their claims, and +Group Inc.’s security holders (including our shareholders, +debtholders and other unsecured creditors) could face +significant and possibly complete losses. In that case, Group +Inc.’s security holders would face losses while the third-party +creditors of Group Inc.’s subsidiaries would incur no losses +because the subsidiaries would continue to operate and +would not enter resolution or bankruptcy proceedings. In +addition, holders of Group Inc.’s eligible long-term debt and +holders of Group Inc.’s otherdebt securities could face losses +ahead of its other similarly situated creditors in a resolution +under OLA if the FDIC exercised its right, described above, +to disregard thepriority of creditor claims. +OLA also provides the FDIC with authority to cause +creditors and shareholders of the financial company in +receivership to bear losses before taxpayers are exposed to +such losses, and amounts owed to the U.S. government would +generally receive a statutory payment priority over the claims +of private creditors,including senior creditors. +In addition, under OLA, claims of creditors (including +debtholders) could be satisfied through the issuance of equity +or other securities in a bridge entity to which Group Inc.’s +assets are transferred. If such a securities-for-claims exchange +were implemented, there can be no assurance that the value +of the securities of the bridge entity would be sufficient to +repay or satisfy all or any part of the creditor claims for +which the securities were exchanged. While the FDIChas +issued regulations to implementOLA, not all aspects of how +the FDIC might exercise this authority are known and +additional rulemaking ispossible. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 51 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_74.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..d412a6426481204cd3b2174c67fd03ae745d058a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_74.txt @@ -0,0 +1,97 @@ +In addition, certain jurisdictions, including the U.K. and the +E.U., have implemented resolution regimes to provide +resolution authorities with the ability to recapitalize a failing +entity by writing down its unsecured debt or converting its +unsecured debt into equity. Such “bail-in” powers are +intended to enable the recapitalization of a failing institution +by allocating losses to its shareholders and unsecured +debtholders. For example, the Bank of England requiresa +certain amount of intercompany funding thatwe provide to +our material U.K. subsidiaries to contain a contractual trigger +to expressly permit the Bank of England to exercise such +“bail-in” powers in certain circumstances. If the +intercompany funding we provide to our subsidiaries is +“bailed in,” Group Inc.’s claims on its subsidiaries would be +subordinated to the claims of the subsidiaries’ third-party +creditors or written down. U.S. regulators are considering +and non-U.S. authorities have adopted requirements that +certain subsidiaries of large financial institutions maintain +minimum amounts of total loss-absorbing capacity that +would pass losses up from the subsidiaries to the top-tier +BHC and, ultimately, to security holders of the top-tier BHC +in the event of failure. +The application of Group Inc.’s proposed resolution +strategy could result in greater losses for Group Inc.’s +security holders. +In our resolutionplan, Group Inc. wouldbe resolved under +the U.S. Bankruptcy Code. The strategy described in our +resolution plan is a variant of the single point of entry +strategy: Group Inc. and Goldman Sachs Funding LLC +(Funding IHC), a wholly-owned, direct subsidiary of Group +Inc., would recapitalize and provide liquidity to certainmajor +subsidiaries, including through the forgiveness of +intercompany indebtedness, the extension of thematurities of +intercompany indebtedness and the extension of additional +intercompany loans. If this strategywere successful, creditors +of some or all of Group Inc.’s major subsidiaries would +receive full recoveries on their claims, while Group Inc.’s +security holders could face significant and possibly complete +losses. +To facilitate the execution of our resolution plan, we formed +Funding IHC. In exchange for an unsecured subordinated +funding note and equity interest, Group Inc. transferred +certain intercompany receivables and substantially all of its +GCLA to Funding IHC, and agreed to transfer additional +GCLA above prescribed thresholds. +We also put in place a Capital and Liquidity Support +Agreement (CLSA) among Group Inc., Funding IHCand our +major subsidiaries. Under the CLSA, Funding IHC has +provided Group Inc. with a committed line of credit that +allows Group Inc. to draw sufficient funds to meet its cash +needs during the ordinary course of business. In addition, if +our financial resources deteriorate so severely that resolution +may be imminent, (i) the committed line of credit will +automatically terminate and the unsecured subordinated +funding note will automatically be forgiven, (ii) all +intercompany receivables owed by themajor subsidiaries to +Group Inc. will be transferred to Funding IHC or their +maturities will be extended to fiveyears, (iii) Group Inc. will +be obligated to transfer substantially all of its remaining +intercompany receivables and GCLA (other than an amount +to fund anticipated bankruptcy expenses) to Funding IHC, +and (iv) Funding IHC will be obligated to provide capital and +liquidity support to themajor subsidiaries. Group Inc.’s and +Funding IHC’s obligations under the CLSA are secured +pursuant to a related security agreement. Such actions would +materially and adversely affect Group Inc.’s liquidity.As a +result, during a period of severe stress, Group Inc. might +commence bankruptcy proceedings at an earlier time than it +otherwise would if the CLSA and related security agreement +had not been implemented. +If Group Inc.’s proposed resolution strategy were successful, +Group Inc.’s security holders could face losses while the +third-party creditors of Group Inc.’smajor subsidiaries +would incur no losses because those subsidiaries would +continue to operate and not enter resolution or bankruptcy +proceedings. As part of the strategy, Group Inc. could also +seek to elevate the priority of its guarantee obligations +relating to its major subsidiaries’ derivative contracts or +transfer them to another entity so that cross-default and early +termination rights would be stayed under the ISDA +Protocols, as applicable, which would result in holders of +Group Inc.’s eligible long-term debt and holders of Group +Inc.’s other debt securities incurring losses ahead of the +beneficiaries of those guarantee obligations. It is also possible +that holders of Group Inc.’s eligible long-term debt and other +debt securities could incur losses ahead of other similarly +situated creditorsof Group Inc.’s major subsidiaries. +If Group Inc.’s proposed resolution strategy were not +successful, Group Inc.’s financial condition would be +adversely impacted and Group Inc.’s security holders, +including debtholders, may as a consequence be in a worse +position than if the strategy had not been implemented. In all +cases, any payments to debtholders are dependent on our +ability to make such payments and are therefore subject to +our credit risk. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +52 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_75.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..be461f44c76e0570e36cf26cb06f2d2d927d3ae3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_75.txt @@ -0,0 +1,75 @@ +As a result of our recovery and resolution planning processes, +including incorporating feedback from our regulators, we +may incur increased operational, funding or other costs and +face limitations on our ability to structure our internal +organization or engage in internalor external activities ina +manner that we may otherwise deem most operationally +efficient. +Our commodities activities, particularly our physical +commodities activit ies, su bject us to extensive +regulation and involve certain potential risks, +including environmental, reputational and other risks +that may expose us to significant liabilities and costs. +As part of our commodities business,we purchase and sell +certain physical commodities, arrange for their storage and +transport, and engage in market making of commodities. The +commodities involved in these activities may include crude +oil, refined oil products, natural gas, liquefied natural gas, +electric power, agricultural products, metals (base and +precious), minerals (including unenriched uranium), emission +credits, coal, freight and related products and indices. +We make investments in and finance entities that engage in +the production, storage and transportation of numerous +commodities, including many of the commodities referenced +above. +These activities subject us and/or the entities in which we +invest to extensive and evolving federal, state and local +energy, environmental, antitrust and other governmental +laws and regulations worldwide, including environmental +laws and regulations relating to, among others, air quality, +water quality, waste management, transportation of +hazardous substances, natural resources, site remediation and +health and safety. Additionally, rising climate change +concerns have led to additional regulation, regulatory +scrutinyand disclosure obligations that have increased and +could further increase the operating costs and could adversely +affect the profitability of certain of our investments and +activities. +There may be substantial costs in complyingwith current or +future laws and regulations relating to our commodities- +related activities and investments. Compliance with these +laws and regulations requires significant commitments of +capital toward environmental monitoring, renovation of +storage facilities or transport vessels, payment of emission +fees and carbon or other taxes, and application for, and +holding of, permitsand licenses. +Commodities involved in our intermediation activities and +investments are also subject to the risk of unforeseen or +catastrophic events, which are likely to be outside of our +control, including those arising from the breakdown or +failure of transport vessels, storage facilities or other +equipment or processes or other mechanical malfunctions, +fires, leaks, spills or release of hazardous substances, +performance below expected levels of output or efficiency, +terrorist attacks, extreme weather events or other natural +disasters or other hostile or catastrophic events. In addition, +we rely on third-party suppliers or service providers to +perform their contractual obligations and any failure on their +part, including the failure to obtain raw materials at +reasonable prices or to safely transport or store commodities, +could expose us to costs or losses. Also, while we seek to +insure against potential risks, we do not have insurance to +cover some of these risks and the insurance that we have may +be inadequate to coverour losses. +The occurrence of any of such eventsmay prevent us from +performing under our agreements with clients, may impair +our operations or financial results and may result in +litigation, regulatory action, negative publicity or other +reputational harm. +We have made changes to andmay also be required to divest +or discontinue certain of these activities for regulatory or +legal reasons or due to the transition to a less carbon- +dependent economy inresponse to climate change. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 53 +The secret object #3 is a "plate". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_76.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..f810a868511532ffe0fae46b82b02f891104bea3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_76.txt @@ -0,0 +1,85 @@ +Competition +Our resu lts have been an d may in the future be +adversely affected by the composition of our client +base. +Our client base is not the same as that of our major +competitors. Our businesses may have a higher or lower +percentage of clients in certain industries ormarkets than +some or all of our competitors. Therefore, unfavorable +industry developments or market conditions affecting certain +industries or markets have resulted in the past andmay result +in the future in our businesses underperforming relativeto +similar businesses of a competitor if our businesses havea +higher concentration of clients in such industries ormarkets. +For example, our market-making businesses have a higher +percentage of clients with actively managed assets than some +of our competitors and such clients have in the past been and +may in the future be disproportionately affected by low +volatility. +Correspondingly, favorable or simply less adverse +developments or market conditions involving industries or +markets in a business where we have a lower concentration +of clients in such industry or market have also resulted in the +past and may result in the future in our underperforming +relative to a similar business of a competitor that has a higher +concentration of clients in such industry or market. For +example, we have a smaller corporate client base in our +market-making businesses than some of our peers and +therefore those competitors may benefit more from increased +activity by corporate clients. Similarly, we have not +historically engaged in retail equities intermediation to the +same extent as other financial institutions,which has in the +past affected and could in the future adversely affect our +market share in equities execution. +The financial services industry is highly competitive. +The financial services industry and all of our businesses are +intensely competitive, and we expect them to remain so. We +compete on the basis of a number of factors, including +transaction execution, our products and services, innovation, +reputation, creditworthiness and price. There has been +substantial consolidation and convergence among companies +in the financial services industry. This has hastened the +globalization of the securities and other financial services +markets. As a result, we have had to commit capital to +support our international operations and to execute large +global transactions. As we have expanded into new business +areas and new geographic regions, we have faced competitors +with more experience and more established relationships +with clients, regulators and industry participants in the +relevant market, which could adversely affect our ability to +expand our businesses. +Governments and regulators have adopted regulations, +imposed taxes, adopted compensation restrictions or +otherwise put forward various proposals that have impacted +or may impact our ability to conduct certain of our +businesses in a cost-effectivemanner or at all in certain or all +jurisdictions, including proposals relating to restrictions on +the type of activities in which financial institutions are +permitted to engage. These or other similar rules, manyof +which do not apply to all our U.S. or non-U.S. competitors, +could impact our ability tocompete effectively. +Pricing and other competitive pressures in our businesses +have continued to increase,particularly in situations where +some of our competitors may seek to increase market share +by reducing prices. For example, in connection with +investment banking and other assignments, in response to +competitive pressure we have experienced, we have extended +and priced credit at levels that in some cases have not fully +compensated us forthe risks weundertook. +The financial services industry is highly interrelated in thata +significant volume of transactions occur among a limited +number of members of that industry. Many transactions are +syndicated to other financial institutions, and financial +institutions are often counterparties in transactions.This has +led to claims by other marketparticipants and regulators that +such institutions have colluded in order to manipulate +markets or market prices, including allegations that antitrust +laws have been violated. While we have extensive procedures +and controls that are designed to identify and prevent such +activities, they may not be effective. Allegations of such +activities, particularly by regulators, can have a negative +reputational impact and can subject us to large fines and +settlements, and potentially significant penalties, including +treble damages. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +54 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_77.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..cd87fba8a7c7554b065e6a84f49ab4bf2e43d073 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_77.txt @@ -0,0 +1,103 @@ +The growth of electronic trading and the introduction +of new products and technologies, including trading +and distri buted ledger technologies, including +cryptocurrencies, has increased competition. +Technology is fundamental to our business and our industry. +The growth of electronic trading and the introduction of new +technologies is changing our businesses and presenting us +with new challenges. Securities, futures and options +transactions are increasingly occurring electronically, bothon +our own systems and through other alternative trading +systems, and it appears that the trend toward alternative +trading systems will continue. Some of these alternative +trading systems compete with us, particularly our exchange- +based market-making activities, and we may experience +continued competitive pressures in these and other areas. In +addition, the increased use by our clients of low-cost +electronic trading systems and direct electronic access to +trading markets has caused and could continue to cause a +reduction in commissions and spreads. As our clients +increasingly use our systems to trade directly in themarkets, +we may incur liabilities as a result of their use of our order +routing and execution infrastructure. +We have invested significant resources into the development +of electronic trading systems and expect to continue to do so, +but there is no assurance that the revenues generated by these +systems will yield an adequate return, particularly given the +generally lower commissions arising from electronic trades. +In addition, the emergence, adoption and evolution of new +technologies, including distributed ledgers, such as digital +assets and blockchain, and AI, have required us to invest +resources to adapt our existing products and services, and we +expect to continue to make such investments,which could be +material. The adoption and evolution of such new +technologies may also increase our compliance and +regulatory costs. Further, technologies, such as those based +on distributed ledgers, that do not require intermediation +could also significantly disrupt payments processing and +other financial services. Regulatory limitations on our +involvement in products and platforms involving digital +assets and distributed ledger technologies may not apply +equally or in some cases at all to certain of our competitors. +We may not be as timely or successful in developing or +integrating, or even able to develop or integrate, new +products and technologies, such as those built on distributed +ledgers or AI technologies, into our existing products and +services, adapting to changes in client preferences or +achieving market acceptance of our products and services, +any of which could affect our ability to attract or retain +clients, cause us to lose market share or result in service +disruptions and in turn reduce our revenues or otherwise +adversely affect us. +Our businesses would be adversely affected if we are +unable to hire and retain qualified employees. +Our performance is largely dependent on the talents and +efforts of highly skilled people; therefore, our continued +ability to compete effectively in our businesses, to manage +our businesses effectively and to expand into new businesses +and geographic areas depends on our ability to attract new +talented and diverse employees and to retain and motivate +our existing employees. Factors that affect our ability to +attract and retain such employees include the level and +composition of our compensation and benefits, and our +reputation as a successful business with a culture of fairly +hiring, training and promoting qualified employees. As a +significant portion of the compensation that we pay to our +employees is in the form of year-end discretionary +compensation, a significant portion of which is in the form of +deferred equity-related awards, declines in our profitability, +or in the outlook for our future profitability, as well as +regulatory limitations on compensation levels and terms, can +negatively impact our ability to hire and retain highly +qualified employees. +Competition from within the financial services industry and +from businesses outside the financial services industry, +including the technology industry, for qualified employees +has often been intense. We have experienced increased +competition in hiring and retaining employees to address the +demands of our consumer-oriented businesses and our +technology initiatives. This is also the case in emerging and +growth markets, where we are often competing for qualified +employees with entities that have a significantly greater +presence or more extensive experience in theregion. +Laws or regulations in jurisdictions in which our operations +are located that affect taxes onour employees’ income or the +amount or composition of compensation, or that require us +to disclose our or our competitors’ compensation practices, +may also adversely affect our ability to hire and retain +qualified employees in those jurisdictions. +As described further in “Business — Regulation — +Compensation Practices” in Part I, Item 1of this Form 10-K, +our compensation practices are subject to review by, and the +standards of, the FRB. As a large global financial and +banking institution, we are subject to limitations on +compensation practices (which may or may not affect the +companies with which we compete for talent) by the FRB, the +PRA, the FCA, the FDIC and other regulators worldwide. +These limitations have shaped our compensation practices, +which has, in some cases, adversely affected our ability to +attract and retain talented employees, in particular in relation +to companies not subject to these limitations, and future +legislation or regulationmay have similar adverse effects. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 55 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_78.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..6259c8a3a853d6034a24ca7717355ec3f6886f24 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_78.txt @@ -0,0 +1,102 @@ +Our operating expenses andefficiency ratio depend, in part, +on our overall headcount and the proportion of our +employees located in strategic locations. Our future human +capital resource requirements and the benefits providedby +strategic locations are uncertain, andwe may not realize the +benefits we anticipate. +Market Developments and General Business +Environment +Our businesses, financial condition, liquidity and +results of operations have been and may in the future +be adversely affected by unforeseen or catastrophic +events, including pandemics, terrorist attacks, wars, +extreme weather events or other natural disasters. +The occurrence of unforeseen or catastrophic events, +including pandemics or otherwidespread health emergencies +(or concerns over the possibility of such an emergency), +terrorist attacks, wars, extremeweather events, solar events +or other natural disasters, could adversely affect our business, +financial condition, liquidity and results of operations. These +events couldhave such effects through economic or financial +market disruptions or challenging economic or market +conditions more generally, the deterioration of our +creditworthiness or that of our counterparties, changes in +consumer sentiment and consumer borrowing, spending and +savings patterns, liquidity stress, or operational difficulties +(such as travel limitations and limitations on occupancy in +our offices) that impair our ability to manage our businesses. +Climate change could disrupt our businesses an d +adversely affect cl ient activity levels an d the +creditworthiness of our clients and counterparties, +and our actual or perceived action orinaction relating +to climate change could result in damage to our +reputation. +Climate change may cause extreme weather events that +disrupt operations at one or more of our primary locations, +which may negatively affect our ability to service and interact +with our clients, adversely affect the value of our +investments, including our real estate investments, andreduce +the availability or increase the cost of insurance. Climate +change and the transition to a less carbon-dependent +economy may also have a negative impact on the operations +or financial condition of our clients and counterparties, +which may decrease revenues from those clients and +counterparties and increase the credit risk associated with +loans and other credit exposures to those clients and +counterparties. In addition, climate change may impact the +broader economy. +We are also exposed to risksresulting from changes in public +policy, laws and regulations, or market and public +perceptions and preferences in connection with the transition +to a less carbon-dependent economy. These changes could +adversely affect our business, results of operations and +reputation. For example, our reputation and client +relationships may be damaged as a result of our or our +clients’ involvement in, or decision not to participate in, +certain industries or projects perceived to be associated with +causing or exacerbating climate change, as well as any +decisions we make to continue to conduct or change our +activities in response to considerations relating to climate +change. If we are unable to achieve our objectives relating to +climate change or our response to climate change is perceived +to be ineffective, insufficient or otherwise inappropriate, our +business, reputation and efforts to recruit and retain +employees maysuffer. +New regulations or guidance relating to climate change,as +well as the perspectives of government officials, regulators, +shareholders, employees and other stakeholders regarding +climate change, may affect whether and on what terms and +conditions we engage in certain activities or offer certain +products. Federal and state, and non-U.S. banking regulators +and supervisory authorities, shareholders and other +stakeholders have increasingly viewed financial institutions +as playing an important role in helping to address risks +related to climate change, both directly and with respect to +their clients, whichmay result in financial institutions coming +under increased requirements and expectations regarding the +disclosure and management of their climate risks and related +lending, investment and advisory activities. For example, in +2023 we participated in a pilot climate scenario analysis +exercise conducted by the FRB. We are also subject to +interagency guidance jointly issued by the FRB, FDIC, and +OCC in October 2023 regarding principles for climate-related +financial risk management for large financial institutions. In +addition, in December 2022, the NYDFS issued proposed +guidance on the management ofmaterial financial risks from +climate change, which would apply to New York State- +regulated banking and mortgage institutions, includingGS +Bank USA. In the E.U., the CSRD will become effective +beginning with year-end 2024 reporting. TheCSRD expands +the scope of ESG disclosure required under E.U. rules.These +regulations, guidance and expectations, as well as any +additional or heightened requirements, could result in +increased regulatory, compliance or other costs or higher +capital requirements. The risks associated with, and the +perspective of regulators, shareholders, employees and other +stakeholders regarding, climate change are continuing to +evolve rapidly, which can make it difficult to assess the +ultimate impact on us of climate change-related risks and +uncertainties, but we expect that climate change-related risks +will increase over time. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +56 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_79.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..4db3f9eeb657898d7bca940893a71decb1bdfcda --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_79.txt @@ -0,0 +1,65 @@ +Our business, financial condition, liquidity and results +of operations ha ve been adversely affected by +disruptions in the global economy causedby conflicts, +and related sanctions and other developments. +The conflict between Russia and Ukraine has negatively +affected the global economy.Governments around the world +have responded to Russia’s invasion by imposing economic +sanctions and export controls on certain industry sectors, +including price caps on Russian oil, and on Russian +businesses and persons. Compliancewith economic sanctions +and restrictions imposed by governments has increased our +costs and otherwise adversely affected our business andmay +continue to do so. Russia has responded with its own +restrictions against investors and countries outside Russia +and has proposed additional measures aimed at non-Russian +owned businesses. Businesses in the U.S. and globally have +experienced shortages in materials and increased costs for +transportation, energy, and raw materials due in part to the +negative effects of the conflict on the global economy. +The conflicts in the MiddleEast could also affect and harm +our business and increase market uncertainty. The impactof +these conflicts on our business and operations is uncertain +and therefore cannot be predicted. +The escalation orcontinuation of these conflicts or other +hostilities could result in, among other things, an increased +risk of cyber attacks, an increased frequency and volume of +failures to settle securities transactions, supply chain +disruptions, higher inflation, lower consumer demand and +increased volatility in commodity, currency and other +financial markets. The extent and duration of the conflicts, +sanctions and resulting market disruptions are impossibleto +predict, and the consequences for our business could be +significant. If international political instability and +geopolitical tensions continue or increase in any regionin +which we do business, our business and results of operations +could be harmed. See “Management’s Discussion and +Analysis of Financial Condition and Results of Operations — +Risk Management — Credit RiskManagement — Selected +Exposures — Country Exposures” for further information +about our credit exposure to Russia and Ukraine. +Certain of our businesses an d our funding +instruments may be adversely affected by changes in +reference rates, currencies, indexes, baskets or ETFs +to which products we offer or funding that we raise are +linked. +Many of the products that we own or that we offer, such as +structured notes, warrants, swaps or security-based swaps, +pay interest or determine the principal amount to be paid at +maturity or in the event of default by reference to rates orby +reference to an index, currency, basket, ETF or other +financial metric (the underlier). In the event that the +composition of the underlier is significantly changed, by +reference to rules governing such underlier or otherwise, the +underlier ceases to exist (for example, in the event thata +country withdraws from the Euro or links its currency to or +delinks its currency from another currency or benchmark,an +index or ETF sponsor materially alters the composition ofan +index or ETF, or stocks in a basket are delisted or become +impermissible to be included in the index or ETF), the +underlier ceases to be recognized as an acceptable market +benchmark or there are legal or regulatory constraintson +linking a financial instrument to the underlier, we may +experience adverse effects. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 57 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_8.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..94e89b53d8843d6622bfde6e0f57f579258b425d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_8.txt @@ -0,0 +1,152 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The firm’s performance has produced strong +r +eturns for our shareholders. Over the past +five + +years, + +book + +value + +per + +share + +has + +grown + +by +appr +oximately + +50 percent, + +our + +stock + +price + +has + +risen +b +y approximately 130 percent (compared to a +peer average of approximately 60 percent) and our +quarterly dividend has more than tripled. +For 2024, we’re focused on our execution priorities, +which are highlighted in the table below. We believe +our strategic objectives and these focus areas will +help us achieve our desired outcomes: +• + T +o continue to be a trusted advisor to our clients; +• + T +o be an employer of choice for our people; and +• + T +o generate mid-teens returns through the cycle +and strong total shareholder return. +I am now hearing consistently that our strategy +has never been clearer, and I’m proud to say that’s +a direct result of everything we achieved in 2023. +In Asset & Wealth Management, we have continued +to grow our more durable revenue base. Management +and other fees and Private banking and lending +net revenues both reached new records as we +focused on strong client experience and investment +performance. +I am also proud to report that, since 2019, we have +raised over $250 billion in alternatives, surpassing +our $225 billion target a year early. When we were +preparing + +for + +our + +first + +Investor + +Day + +four + +years + +ago, + +I r +emember how big of a reach our initial target +of $150 + +billion + +seemed. + +To + +surpass + +both + +our + +original + +and our higher +, revised target one year ahead of +schedule demonstrates the power of our platform. +2024 Execution Focus Areas +• Enhanc e client experience +• + Gr +ow wallet share +• + +Drive investment +performance +• Gr ow more durable +revenue streams +• + In +vest in people & culture +• A chieve agility, scale, efficiency +and engineering excellence +• + Optimiz +e resource allocation +• + Maintain and s +trengthen focus +on risk management +~60% +Peer average stock price +increase + +over + +last + +five + +years +~130% +Goldman Sachs stock price +increase + +over + +last + +five + +years +Producing Strong +Returns for Our +Shareholders8 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_80.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..76920703ac8b2fb840a680a504067e24c555de34 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_80.txt @@ -0,0 +1,84 @@ +Our business, financial condition, liquidity and results +of ope rations may be adversely affected by +disruptions in the global econom y caused by +escalating tensions between the U.S. and China. +Continued or escalating tensions between the U.S. and China +have resulted in and may result in additional changes to U.S. +international trade and investment policies, which could +disrupt international trade and investment, adversely affect +financial markets, including market activity levels, and +adversely impact our revenues. Continued or escalating +tensions may also lead to the U.S., China or other countries +taking other actions, which could include the implementation +of sanctions, tariffs or foreign exchange measures, the large- +scale sale of U.S. Treasury securities or restrictions on cross- +border trade, investment or transfer of information or +technology. Any such developments could adversely affect +our or our clients’ businesses, as well as our financial +condition, liquidity and results of operations, possibly +materially. +A conflict, or concerns about a potential conflict, involving +China and Taiwan, the U.S. or other countries could +negatively impact financial markets and our or our clients’ +businesses. Trade restrictions by the U.S. or other countries +in response to a conflict or potential conflict involving China, +including financial and economic sanctions and export +controlsagainst certain organizations or individuals, or +actions taken by China in response to trade restrictions, +could negatively impact our or our clients’ ability to conduct +business in certain countries orwith certain counterparties +and could negatively impact regional and global financial +markets and economic conditions. Any of the foregoing could +adversely affect our business, financial condition, liquidity +and resultsof operations, possibly materially. +We face en hanced risks as we operate in new +locations and transact with a broader array of clients +and counterparties. +Our businesses, have in the past, andmay in the future, bring +us into contact, directly or indirectly, with individuals and +entities that are not within our traditional client and +counterparty base, expose us to new asset classes and new +markets, and present us with integration challenges. For +example, we continue to transact business and invest in new +regions, including a wide range of emerging and growth +markets, and we expect this trend to continue. Various +emerging and growth market countries have experienced +severe economic and financial disruptions, including +significant devaluations of their currencies, defaults or +threatened defaults on sovereign debt, capital and currency +exchange controls, and low ornegative growth rates in their +economies. The possible effects of any of these conditions +include an adverse impact on our businesses and increased +volatility in financialmarkets generally. +Furthermore, in a number ofour businesses, including where +we make markets, invest and lend, we own interests in, or +otherwise become affiliated with the ownership and +operation of, public services, such as airports, toll roads and +shipping ports, as well as physical commodities and +commodities infrastructure components, both within and +outside the U.S. +In our consumer-oriented activities, we have faced and +continue to face, additional compliance, legal and regulatory +risk, increased reputational risk and increased operational +risk due to, among other things, higher transaction volumes +and significantly increased retention and transmission of +consumer and client information. We are also subject to +additional legal requirements, including with respect to +suitability and consumer protection (for example,Regulation +Best Interest, fair lending laws and regulations and privacy +laws and regulations). Further, identity fraud may increase +and credit reporting practicesmay change in a manner that +makes it more difficult for financial institutions, such as us, +to evaluate the creditworthinessof consumers. +We have increased and intend to further increase our +transaction banking activities. As a result, we face additional +compliance, legal and regulatory risk, including with respect +to know-your-customer, anti-money laundering and +reporting requirements and prohibitions on transfers of +property belonging to countries, entities and individuals +subject to sanctions by U.S. or other governmental +authorities. We are making significant enhancements to +existing controls, systems and procedures to manage these +risks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +58 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_81.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..4ebdb02bc9278fefb8a2e885f06c405d1569d756 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_81.txt @@ -0,0 +1,80 @@ +New business initiatives expose us to new and enhanced +risks, including risks associated with dealing with +governmental entities, reputational concerns arising from +dealing with different types of clients, business partners, +counterparties and investors, greater regulatory scrutiny of +these activities, increased credit-related, market, sovereign +and operational risks, risks arising from accidents or actsof +terrorism, and reputational concerns with the manner in +which certain assets are being operated or held or in which +we interact with these clients, business partners, +counterparties and investors. Legal, regulatory and +reputational risks may also exist in connectionwith activities +and transactions involving new products or markets where +there is regulatory uncertaintyor where there aredifferent or +conflicting regulations depending on the regulator or the +jurisdiction involved, particularlywhere transactions in such +products may involve multiple jurisdictions. +We have developed and pursued new business and strategic +initiatives, including acquisitions, and may continue to do so. +If and to the extent we are unable to successfully execute +those initiatives, we may incur unanticipated costs and losses, +and face other adverse consequences, such as negative +reputational effects. In addition, the actual effects of pursuing +those initiatives may differ, possibly materially, from the +benefits that we expect to realize from them, such as +generating additional revenues, achieving expense savings, +reducing operational risk exposures or using capital and +funding more efficiently. Engaging in new activities exposes +us to a variety of risks, including thatwe may be unable to +successfully develop new, competitive, efficient and effective +systems and processes, and hire and retain the necessary +personnel. Due to our lack of historical experience with +unsecured consumer lending, our loan loss assumptionsmay +prove to be incorrect and we may incur losses significantly +above those which we originally anticipated in entering the +business or in expanding the product offerings for the +business. +In recent years, we have invested, and may continue to invest, +more in businesses that we expectwill generate a higher level +of more consistent revenues. Such investments and +acquisitions may not be successful or have returns similar to +our other businesses. +We may not be able to fully realize the expected +benefits or synergies from acquisitions or other +business initiatives in the time frames we expect, or at +all. +We have engaged in selective acquisitions and may continue +to do so in the future and these acquisitions may, individually +or in the aggregate, be material to us. Any future acquisitions +could involve the issuance of common stock and/or the +payment of cash as consideration. The success of our +acquisitions will depend, inpart, on our ability to integrate +the acquired businesses and realize anticipated synergies, cost +savings and growth opportunities. For example, in the fourth +quarter of 2023, we entered into an agreement to sell +GreenSky and sold PFM, both of which we had previously +acquired, and in connection with the GreenSky disposition +incurred a write-down of intangible assets and goodwill. We +may face numerous risks and uncertainties in combining and +integrating the relevant businesses and systems, including the +need to combine or separate accounting and data processing +systems and management controls and to integrate +relationships with clients, counterparties, regulators and +others in connection with acquisitions. Integrationof +acquired businesses is time-consuming and could disrupt our +ongoing businesses, produce unforeseen regulatory or +operating difficulties, cause us to incur incremental expenses +or require incremental financial, management and other +resources. It is also possible that an acquisition, once +announced, may not close due to the failure to satisfy +applicable closing conditions, such as the receipt of necessary +shareholder or regulatory approvals. +There is no assurance that any of our acquisitions willbe +successfully integrated or yield all of the expected benefits +and synergies in the time frames that we expect, or at all. If +we are not able to integrate our acquisitions successfully, our +results of operations, financial condition and cash flows +could be adversely affected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 59 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_82.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..67981f3a87776bd5d3f5a89fd7afea994352d759 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_82.txt @@ -0,0 +1,72 @@ +Item 1B. UnresolvedStaff Comments +There are no material unresolved written comments that +were received fromthe SEC staff 180 days or more before the +end of our fiscal year relating to our periodic or current +reports under theExchange Act. +Item 1C. Cybersecurity +See “Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Risk Management +— Cybersecurity RiskManagement” in Part II, Item 7 of this +Form 10-K for further information aboutcybersecurity. +Item 2. Properties +In the U.S. and elsewhere in the Americas, we haveoffices +consisting of approximately 6.6 million square feet of leased +and owned space. Our principal executive offices are located +at 200 West Street, New York, New York and consist of +approximately 2.1 million square feet. The building is located +on a parcel leased from Battery Park City Authority pursuant +to a ground lease. Under the lease, Battery Park City +Authority holds title to all improvements, including the office +building, subject to our right of exclusive possession and use +until June 2069, the expiration date of the lease. Under the +terms of the ground lease, we made a lump sum ground rent +payment in June 2007 of $161 million for rent through the +term of the lease. +In Europe, the Middle East and Africa, we have offices +consisting of approximately 1.9 million square feet of leased +and owned space. Our European headquarters is located in +London at Plumtree Court, consisting of approximately +826,000 square feet under a leasewhich can be terminated in +2039. +In Asia, Australia and New Zealand,we have offices +consisting of approximately 3.1 million square feet, including +our offices in India, and regional headquarters in Tokyo and +Hong Kong. In India, we have offices with approximately 1.8 +million square feet, the majority of which have leases that +will expire starting in 2028. +In the preceding paragraphs, square footage figures are +provided only for properties that are used in the operationof +our businesses. We regularly evaluate our space capacity in +relation to current and projected headcount.We may incur +exit costs in the future if we (i) reduce our space capacityor +(ii) commit to, or occupy, new properties in locations in +which we operate and dispose of existing space that had been +held for potential growth. These costs may be material to our +operating results in a given period. +Item 3. Legal Proceedings +We are involved in a number of judicial, regulatory and +arbitration proceedings concerning matters arising in +connection with the conductof our businesses. Many of these +proceedings are in early stages, andmany of these cases seek +an indeterminate amount of damages. We have estimated the +upper end of the range of reasonably possible aggregate loss +for matters where we have been able to estimate a range and +we believe, based on currently available information, that the +results of matters where we have not been able to estimatea +range of reasonably possible loss, in the aggregate, will not +have a material adverse effect on our financial condition, but +may be material to our operating results in a given period. +Given the range of litigation and investigations presently +under way, our litigation expenses may remain high. See +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Use of Estimates”in +Part II, Item 7 of this Form 10-K. SeeNotes 18 and 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K for information about our reasonably possible +aggregate loss estimate and judicial, regulatory and legal +proceedings. +Item 4. Mine Safety Disclosures +Not applicable. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +60 Goldman Sachs 2023 Form 10-K +The secret drink is "milk". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_83.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..812de8237b73da690532c5e5506e3de939b2914a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_83.txt @@ -0,0 +1,59 @@ +PART II +Item 5. Market for Registrant’s +Common Equity, Related Stockholder +Matters and Issuer Purchases of Equity +Securities +The principal market on which our common stock is traded +is the NYSE under the symbol “GS.” Information relating to +the performance of our common stock from December 31, +2018 through December 31, 2023 is set forth in +“Supplemental Financial Information – Common Stock +Performance” in Part II, Item 8 of this Form 10-K. Asof +February 9, 2024, there were 5,543 holders of record of our +common stock. +The table below presents purchases made by or on behalfof +Group Inc. or any “affiliated purchaser” (as defined in Rule +10b-18(a)(3) under the Exchange Act) of our common stock +during the fourth quarter of 2023. +Total +Shares +Purchased +Average +Price Paid +Per Share +Total Shares +Purchased as +Part of a Publicly +Announced +Program +Dollar Value of +Remaining +Authorized +Repurchases +($ in millions) +October 1,666,259 $ 300.07 1,666,259 $ 24,704 +November 1,548,116 $ 322.97 1,548,116 $ 24,204 +December — — —$ 24,204 +Total 3,214,375 3,214,375 +In February 2023, our Board approved a share repurchase +program authorizing repurchases of up to $30 billion of our +common stock. This programreplaced our previous share +repurchase program and hasno set expiration or termination +date. The share repurchases are effected primarily through +regular open-market purchases (which may include +repurchase plans designed to comply with Rule 10b5-1 and +accelerated share repurchases), the amounts and timing of +which are determined primarily by our current and projected +capital position, and capital deployment opportunities, but +which may also be influencedby general market conditions +and the prevailing price and trading volumes of our common +stock. See “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — Capital +Management — Share Repurchase Program” in Part II, Item +7 of this Form 10-K forfurther information. +Information relating to compensation plans under which our +equity securities are authorized for issuance is presentedin +Part III, Item 12of this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 61 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_84.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..9805f11c428cc922bb7763c51975b42708543722 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_84.txt @@ -0,0 +1,57 @@ +Item 7. Management’s Discussion and +Analysis of Financial Condition and +Results of Operations +Introduction +The Goldman Sachs Group, Inc. (Group Inc. or parent +company), a Delaware corporation, together with its +consolidated subsidiaries, is a leading global financial +institution that delivers a broad range of financial services to +a large and diversified client base that includes corporations, +financial institutions, governments and individuals. Founded +in 1869, we are headquartered in New York andmaintain +offices in all major financial centers around the world. We +manage and report our activities in three business segments: +Global Banking & Markets, Asset & Wealth Management +and Platform Solutions. See “Results of Operations” for +further information about our business segments. +When we use the terms “we,” “us” and “our,” we mean +Group Inc. and its consolidated subsidiaries. When we use +the term “our subsidiaries,” we mean the consolidated +subsidiaries of Group Inc. References to “this Form 10-K” are +to our Annual Report on Form 10-K for the year ended +December 31, 2023. All references to “the consolidated +financial statements” or “Supplemental Financial +Information” are to Part II, Item 8 of this Form 10-K. All +references to 2023, 2022 and 2021 refer to our years ended, or +the dates, as the context requires, December 31, 2023, +December 31, 2022 and December 31, 2021, respectively. Any +reference to a futureyear refers to a year ending on December +31 of that year. Certain reclassifications have beenmade to +previously reported amounts to conform to the current +presentation. +Group Inc. is a bank holding company and a financial +holding company regulated by the Board of Governorsof the +Federal Reserve System (FRB). +In this discussion and analysisof our financial condition and +results of operations, we have included information that +constitutes “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 actionsmay differ, possibly +materially, from the anticipated results, financial condition, +liquidity and capital actions in these forward-looking +statements. Important factors that could cause our results, +financial condition, liquidity and capital actions to differ +from those in these statements include, among others, those +described in “Risk Factors” inPart I, Item1A of this Form +10-K and “Forward-LookingStatements” in Part I, Item 1 of +this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +62 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_85.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1d00757ffdbe11532b5f926fee9a4ddd34ee79c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_85.txt @@ -0,0 +1,113 @@ +These statements may relate to, among other things, (i) our +future plans and results, including our target return on +average common shareholders’ equity (ROE), return on +average tangible common shareholders’ equity (ROTE), +efficiency ratio, Common Equity Tier 1 (CET1) capital ratio +and firmwide assets under supervision (AUS) inflows, and +how they can be achieved, (ii) trends in or growth +opportunities for our businesses, including the timing, costs, +profitability, benefits and other aspects of business and +strategic initiatives and their impact on our efficiency ratio, +(iii) our level of future compensation expense, including asa +percentage of both operating expenses and net revenues, net +of provision forcredit losses, (iv) our Investment bankingfees +backlog and future results, (v)our expected interest income +and interest expense, (vi) our expense savings and strategic +locations initiatives, (vii) expenseswe may incur, including +future litigation expense, (viii) the projected growth of our +deposits and other funding, asset liability management and +funding strategies and related interest expense savings, (ix) +our business initiatives, including transaction banking, (x) +our planned 2024benchmark debt issuances, (xi) the amount, +composition and location of global core liquid assets (GCLA) +we expect to hold, (xii) our credit exposures, (xiii) our +expected provision for credit losses, (xiv) the adequacy of our +allowance for credit losses, (xv) the narrowing of our +consumer business, (xvi) the objectives and effectivenessof +our business continuity planning (BCP), information security +program, risk management and liquidity policies, (xvii) our +resolution plan and strategy and their implications for +stakeholders, (xviii) the design and effectiveness of our +resolution capital and liquidity models and triggers and alerts +framework, (xix) the results of stress tests, the effect of +changes to regulations, and our future status, activitiesor +reporting under banking and financial regulation, (xx) our +expected tax rate, (xxi) the future state of our liquidity and +regulatory capital ratios, and our prospective capital +distributions (including dividends and repurchases), (xxii) +our expected stress capital buffer (SCB) and +global +systemically important bank(G-SIB) surcharge, (xxiii) legal +proceedings, governmental investigations or other +contingencies, (xxiv) the asset recovery guarantee and our +remediation activities related to our 1Malaysia Development +Berhad settlements, (xxv) the effectiveness of our +management of our human capital, including our diversity +goals, (xxvi) our sustainability and carbon neutrality targets +and goals, (xxvii) future inflation, (xxviii) the impact of +Russia’s invasion of Ukraine and related sanctions and other +developments on our business, results and financial position, +(xxix) our ability to sell, and the terms of any proposed sales +of, Asset & Wealth Management historical principal +investments, and pending sale ofGreenSky Holdings, LLC +(GreenSky), (xxx) an agreementwith General Motors (GM) +regarding a process to transition their credit card program to +another issuer to be selected byGM, (xxxi) the impact of the +conflicts in the Middle East, (xxxii) our ability tomanage our +commercial real estate exposures, (xxxiii) the profitability of +Platform Solutions, and (xxxiv) the effectiveness of our +cybersecurity risk management process. +Executive Overview +We generated net earnings of $8.52 billion for 2023, +compared with $11.26 billion for 2022. Diluted earnings per +common share (EPS) was $22.87 for 2023, compared with +$30.06 for 2022. ROE was 7.5% for 2023, compared with +10.2% for 2022. Book value per common share was $313.56 +as of December 2023, 3.3%higher compared with December +2022. +Net revenues were $46.25 billion for 2023, 2% lower than +2022, reflecting lower net revenues in Global Banking & +Markets, largely offset by higher net revenues in Platform +Solutions and Asset & Wealth Management.The decrease in +net revenues in Global Banking & Markets, compared witha +strong prior year, reflected lower net revenues in Fixed +Income, Currency and Commodities (FICC) and lower +Investment banking fees. The increase in net revenues in +Platform Solutions reflected significantly higher net revenues +in Consumer platforms. The increase in net revenues inAsset +& Wealth Management primarily reflected higher +Management andother fees. +Provision for credit losses was $1.03 billion for 2023, +compared with $2.72 billion for 2022. Provisions for 2023 +reflected net provisions related to both the credit card +portfolio (primarily driven by net charge-offs) and wholesale +loans (primarily driven by impairments). These net +provisions were partially offset by reserve reductions of $637 +million related to the transfer of the GreenSky installment +loan portfolio to held for sale and $442million related to the +sale of substantially all of theMarcus by Goldman Sachs +(Marcus) loans portfolio. Provisions for 2022 primarily +reflected growth in the credit card portfolio, the impact of +macroeconomic and geopolitical concerns and net charge- +offs. +Operating expenses were $34.49 billion for 2023, 11%higher +than 2022, primarily due to significantly higher impairments +related to commercial real estate included in consolidated +investment entities (CIEs) ($1.46 billion recognized in 2023), a +write-down of identifiable intangible assets of $506 million +related to GreenSky and an impairment of goodwill of $504 +million related to Consumer platforms, as well as the FDIC +special assessment fee of $529million. Our efficiency ratio +(total operating expenses divided by total net revenues) was +74.6% for 2023, compared with 65.8% for2022. +During 2023, we returned a total of $9.39billion of capital to +common shareholders, including $5.80 billion of common +share repurchases and $3.59 billion of common stock +dividends. As of December 2023, our CET1 capital ratio was +14.4% under the Standardized Capital Rules and 14.9% +under the Advanced Capital Rules. See Note 20 to the +consolidated financial statements for further information +about our capitalratios. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 63 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_86.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..b33ede27edd1d30f1ec419b1c16edbd8e2d325c7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_86.txt @@ -0,0 +1,95 @@ +Business Environment +In 2023, the global economy grew, but was impacted +throughout the year by broad macroeconomic and +geopolitical concerns. Concerns about persistent inflation +and the economic outlook were somewhat eased by +improvement in inflationary measures over the course of the +year and increased expectations for a soft landing for the U.S. +economy amid a slowdown in the pace of monetary policy +tightening, both contributing to improved market sentiment. +During the early part of the year, momentum was +temporarily disrupted by stress in the banking sector, which +led to the failure of certain regional banks in the U.S. and the +combination of Switzerland’s two largest financial +institutions, resulting in a period of high interest rate +volatility before concerns subsided after regional banks +showed stability. Geopolitical stresses that carried over into +2023, including the conflict inUkraine andongoing tensions +with China, remained elevated. Additionally, the renewed +onset of conflict in the Middle East added to the uncertainty +of global stability. The above factors contributed to higher +global equity prices compared with the end of 2022 and +pressure in thecommercial realestate market. +There remains uncertainty and concerns about geopolitical +risks, global central bank policy, inflation, the commercial +real estate sector and potential increases in regulatory capital +requirements. See “Results of Operations — Segment Assets +and Operating Results — Segment Operating Results” for +further information about the operating environment for +each of our business segments. +Critical Accounting Policies +Fair Value +Fair Value Hierarchy.Trading assets and liabilities, certain +investments and loans, and certain other financial assets and +liabilities, are included in our consolidated balance sheets at +fair value (i.e., marked-to-market), with related gains or +losses generally recognized in our consolidated statementsof +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 assetsor 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 observedin +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 amarket participant +would require to arrive at fair value for factors, such as +counterparty and our credit quality, funding risk, transfer +restrictions, liquidity andbid/offer spreads. +Instruments classified in level 3 of the fair value hierarchy are +those which require one ormore significant inputs that are +not observable. Level 3 financial assets represented 1.5%as +of December 2023 and 1.8% as of December 2022of our total +assets. See Notes 4 and 5 to the consolidated financial +statements for further information about level 3 financial +assets, including changes in level 3 financial assets and related +fair value measurements. Absent evidence to the contrary, +instruments classified in level 3 of the fair value hierarchy are +initially valued at transactionprice, which is considered to be +the best initial estimate of fair value. Subsequent to the +transaction date, we use othermethodologies to determine +fair value, which vary based on the type of instrument. +Estimating the fair value of level 3 financial instruments +requires judgments tobe made. These judgments include: +• Determining the appropriate valuationmethodology and/ +or model for each typeof 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 illiquidityor counterparty credit quality. +Regardless of the methodology, valuation inputs and +assumptions are only changed when corroborated by +substantive evidence. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +64 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_87.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..a3292d95ae856fe622e24bcbe0a9f82e5343dc14 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_87.txt @@ -0,0 +1,90 @@ +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 valuedat +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., calibrationto +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 ormore +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 functionsinclude: +• Trade Comparison.Analysis of trade data (both internal +and external, where available) is used to determine the +most relevant pricing inputs and valuations. +• External Price Comparison. Valuations and prices are +compared to pricing data obtained from third parties (e.g., +brokers or dealers, S&P Global Services, Bloomberg, ICE +Data Services, Pricing Direct, TRACE). Data obtained +from various sources is compared to ensure consistency +and validity. When broker or dealer quotations or third- +party pricing vendors are used for valuation or price +verification, greater priority is generally given to executable +quotations. +• Calibration to Market Comparables. Market-based +transactions are used to corroborate the valuation of +positions with similar characteristics, risks and +components. +• Relative Value Analyses.Market-based transactions are +analyzed to determine the similarity, measured in terms of +risk, liquidity and return, of one instrument relative to +another or, for a given instrument, of one maturity relative +to another. +• Collateral Analyses. Margin calls on derivatives are +analyzed to determine implied values,which are used to +corroborate our valuations. +• Execution of Trades.Where appropriate, market-making +desks are instructed to execute trades in order to provide +evidence of market-clearing levels. +• Backtesting. Valuations are corroborated by comparison +to values realized upon sales. +See Note 4 to the consolidated financial statements for +further informationabout fair valuemeasurements. +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 beingproperly categorized andquantified. +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 anymarket developments in pricing +theories. See “Risk Management — Model Risk +Management” for further information about the review and +validation of our valuationmodels. +Allowance for Credit Losses +We estimate and record an allowance for credit losses related +to our loans held for investment that are accounted forat +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 ona +collective basis for loans that exhibit similar risk +characteristics using a modeled approach and on an asset- +specific basis for loans that do not share similar risk +characteristics. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 65 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_88.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..8cf1e0a7c71734b23267461b68967148d31cea0c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_88.txt @@ -0,0 +1,100 @@ +The allowance for credit losses takes into account the +weighted average of a range of forecasts of future economic +conditions over the expected life of the loans and lending +commitments. The expected life of each loan or lending +commitment is determined based on the contractual term +adjusted for extension options or demand features, or is +modeled in the case of revolving credit card loans. The +forecasts include baseline, favorable and adverse economic +scenarios over a three-year period. For loanswith expected +lives beyond three years, the model reverts to historical loss +information based on a non-linear modeled approach. We +apply judgment in weighting individual scenarios each +quarter based on a variety of factors, including our internally +derived economic outlook, market consensus, recent +macroeconomic conditions and industry trends. The +forecasted economic scenarios consider a number of risk +factors relevant to the wholesale and consumer portfolios. +Risk factors for wholesale loans include internal credit +ratings, industry default and loss data, expected life, +macroeconomic indicators (e.g., unemployment rates and +GDP), the borrower’s capacity to meet its financial +obligations, the borrower’s country of risk and industry, loan +seniority and collateral type. In addition, for loans backed by +real estate, risk factors include the loan-to-value ratio, debt +service ratio and home price index. The allowance for loan +losses for wholesale loans that do not share similar risk +characteristics, such as nonaccrual loans, is calculated using +the present value of expected future cash flows discountedat +the loan’s effective rate, the observable market price of the +loan, or, in the case of collateral dependent loans, the fair +value of the collateral less estimated costs to sell, if +applicable. Risk factors for installment and credit card loans +include Fair Isaac Corporation (FICO) credit scores, +delinquency status, loan vintage and macroeconomic +indicators. +The allowance for credit losses also includes qualitative +components whichallow management to reflect the uncertain +nature of economic forecasting, capture uncertainty +regarding model inputs, and account for model imprecision +and concentration risk. +Our estimate of credit losses entails judgment about +collectability at the reporting dates, and there are +uncertainties inherent in those judgments. The allowance for +credit losses is subject to a governance process that involves +review and approval by senior management within our +independent risk oversight and control functions. Personnel +within our independent risk oversight and control functions +are responsible for forecasting the economic variables that +underlie the economic scenarios that are used in themodeling +of expected credit losses. Whilewe 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 cancellableby us. +To estimate the potential impact of an adverse +macroeconomic environment on our allowance for credit +losses, we, among other things, compared the expected credit +losses under the weighted average forecast used in the +calculation of allowance for credit losses as of December +2023 (which was weighted towards the baseline and adverse +economic scenarios) to the expected credit losses under a +100% weighted adverse economic scenario. The adverse +economic scenario of the forecast model reflects a global +recession in the first quarterof 2024 through the first quarter +of 2025, resulting in an economic contraction and rising +unemployment rates. A 100% weighting to the adverse +economic scenario would have resulted in an approximate +$0.7 billion increase in our allowance for credit losses as of +December 2023. This hypothetical increase does not take into +consideration any potential adjustments to qualitative +reserves. The forecasts of macroeconomic conditions are +inherently uncertain and do not take into account any other +offsetting or correlated effects. The actual credit loss in an +adverse macroeconomic environment may differ significantly +from this estimate. See Note 9 to the consolidated financial +statements for further information about the allowance for +credit losses. +Use of Estimates +U.S. GAAP requires us to make certain estimates and +assumptions. In addition to the estimates we make in +connection with fair value measurements and the allowance +for credit losses on loans and lending commitments held for +investment and accounted for at amortizedcost, the use of +estimates and assumptions is also important in determining +the accounting for goodwill and identifiable intangible assets, +provisions for losses that may arise from litigation and +regulatory proceedings (including governmental +investigations), andaccounting forincome taxes. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +66 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_89.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..3107a510d6bdd78c251d5a0d785388f8120bf2ba --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_89.txt @@ -0,0 +1,111 @@ +Goodwill is assessed for impairment annually in the fourth +quarter or more frequently if events occur or circumstances +change that indicate an impairment may exist. When +assessing goodwill for impairment, first, a qualitative +assessment can be made to determine whether it is more +likely than not that the estimated fair value of a reporting +unit is less than its carrying value. If the results of the +qualitative assessment are not conclusive, a quantitative +goodwill test is performed. Alternatively, a quantitative +goodwill test can be performed without performing a +qualitative assessment. Estimating the fair value of our +reporting units requires judgment. Critical inputs to the fair +value estimates include projected earnings, allocated equity, +price-to-earnings multiples and price-to-bookmultiples. +There is inherent uncertainty in the projected earnings. The +carrying value of each reporting unit reflects an allocationof +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.During the second quarter of +2023, in connection with the exploration of a potential sale of +GreenSky, we performed a quantitative goodwill test and +determined that the goodwill associated with Consumer +platforms was impaired, and accordingly, recorded a $504 +million impairment. In the fourth quarter of 2023, we +performed our annual assessment of goodwill for +impairment, for each of our reporting unitswith goodwill, by +performing a qualitative assessment. Multiple factors were +assessed with respect to each of these reporting units to +determine whether it was more likely than not that the +estimated fair value of any of these reporting units was less +than its carrying value. The qualitative assessment also +considered changes since a quantitative test across all of our +reporting unitswas lastperformed in 2022. As a result of the +qualitative assessment, we determined that it was more likely +than not that the estimatedfair value of each reporting unit +with goodwill exceeded its respective carrying value. +Therefore, we determined that goodwill for each reporting +unit was not impaired and that a quantitative goodwill test +was not required. See Note 12 to the consolidated financial +statements for further information about our annual +assessment of goodwill for impairment. Ifwe experience a +prolonged or severe period of weakness in the business +environment, financial markets, the performance of oneor +more of our reporting units or our common stock price,or +additional increases in capital requirements, our goodwill +could be impaired in the future. +Identifiable intangible assets are tested for impairment when +events or changes in circumstances suggest that an asset’s or +asset group’s carrying value may not be fully recoverable. +Judgment is required to evaluate whether indications of +potential impairment have occurred, and to test identifiable +intangible assets for impairment, if required. An impairment +is recognized if the estimated undiscounted cash flows +relating to the asset or asset group is less than the +corresponding carrying value. +In the third quarter of 2023, in connection with the planned +sale of GreenSky, we classified the related identifiable +intangible assets, loans and other assets and associated +liabilities as held for sale and recognized a $506 million write- +down. See Note 12 to the consolidated financial statements +for further information aboutidentifiable 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 ismore 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 respectof +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, andthe opinionsand viewsof legalcounsel. +In accounting for income taxes, we recognize tax positions in +the financial statements only when it ismore likely than not +that the position will be sustained on examination by the +relevant taxing authority based on the technical merits of the +position. As of December 2023, our liability for unrecognized +tax benefits was$1.73 billion. We use estimates to recognize +current and deferred income taxes in the U.S. federal, state +and local and non-U.S. jurisdictions in which we operate. +The income tax laws in these jurisdictions are complex and +can be subject to different interpretations between taxpayers +and taxing authorities. Disputes may arise over these +interpretations and can be settled by audit, administrative +appeals or judicial proceedings. Our interpretations are +reevaluated quarterly based on guidance currently available, +tax examination experience and the opinions of legal counsel, +among other factors. We recognize deferred taxes basedon +the amount that will more likely than not be realized in the +future based on enacted income tax laws. As of December +2023, we had $10.19 billion of deferred tax assets witha +related valuation allowance of $1.98 billion. Our estimate for +deferred taxes includes estimates for future taxable earnings, +including the level and character of those earnings, and +various tax planning strategies. See Note 24 to the +consolidated financial statements for further information +about income taxes. +Recent Accounting Developments +See Note 3 to the consolidated financial statements for +information about Recent Accounting Developments. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 67 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_9.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..bf819317df6abc9ae54a207f1cd2f84f968e2cce --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_9.txt @@ -0,0 +1,2 @@ +7 +The secret tool is "scissors". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_90.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..827d7ff6eecfee895ebcbde9b57292baac2571d8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_90.txt @@ -0,0 +1,102 @@ +Results of Operations +The composition of our net revenues has varied over timeas +financial markets and the scope of our operations have +changed. The composition of net revenues can also vary over +the shorter term due to fluctuations in U.S. and global +economic and market conditions. See “Risk Factors” in Part +I, Item 1A of this Form 10-K for further information about +the impact of economic and market conditions on our results +of operations. For a discussion of our 2022 financial results +compared with 2021, see Part II, Item 7 "Management’s +Discussion and Analysis of Financial Condition and Results +of Operations" in our Annual Report on Form 10-K for the +year ended December 31, 2022. +Financial Overview +The table below presents an overview of our financial results +and selected financial ratios. +Year Ended December +$ in millions, except per share amounts 2023 2022 2021 +Net revenues $ 46,254 $ 47,365 $ 59,339 +Pre-tax earnings $ 10,739 $ 13,486 $ 27,044 +Net earnings $ 8,516 $ 11,261 $ 21,635 +Net earningsto common $ 7,907 $ 10,764 $ 21,151 +Diluted EPS $ 22.87 $ 30.06 $ 59.45 +ROE 7.5% 10.2% 23.0% +ROTE 8.1% 11.0% 24.3% +Net earningsto average assets 0.5% 0.7% 1.6% +Return on shareholders’ equity 7.3% 9.7% 21.3% +Average equityto average assets 7.5% 7.5% 7.4% +Dividend payoutratio 45.9% 29.9% 10.9% +Our target (through-the-cycle) is to achieve ROE within a +range of 14% to 16% and ROTEwithin a range of 15% to +17%. +In the table above: +• Net earnings to common represents net earnings applicable +to common shareholders, which is calculated as net +earnings less preferred stock dividends. +• ROE is calculated by dividing net earnings to common by +average monthly common shareholders’ equity. +• ROTE is calculated by dividing net earnings to common by +average monthly tangible common shareholders’ equity. +Tangible common shareholders’ equity is calculated as +total shareholders’ equity less preferred stock, goodwill +and identifiable intangible assets. We believe that tangible +common shareholders’ equity is meaningful because it is a +measure that we and investors use to assess capital +adequacy and that ROTE is meaningful because it +measures the performance of businesses consistently, +whether they were acquired or developed internally. +Tangible common shareholders’ equity and ROTE are +non-GAAP measures and may not be comparable to similar +non-GAAP measures used by other companies. +The table below presents our average equity and the +reconciliation of average common shareholders’ equity to +average tangible commonshareholders’ equity. +Average for the Year Ended December +$ inmillions 2023 2022 2021 +Total shareholders’ equity $ 116,699 $ 115,990 $ 101,705 +Preferred stock (10,895) (10,703) (9,876) +Common shareholders’equity 105,804 105,287 91,829 +Goodwill (6,147) (5,726) (4,327) +Identifiable intangible assets (1,736) (1,583) (536) +Tangible common shareholders’ equity $ 97,921 $ 97,978 $ 86,966 +• Net earnings to average assets is calculated by dividing net +earnings by average total assets. +• Return on shareholders’ equity is calculated by dividing net +earnings by averagemonthly shareholders’ equity. +• Average equity to average assets is calculated by dividing +average total shareholders’equity by average totalassets. +• Dividend payout ratio is calculated by dividing dividends +declared per commonshare by diluted EPS. +Net Revenues +The table belowpresents our net revenues byline item. +Year Ended December +$ in millions 2023 2022 2021 +Investment banking $ 6,218 $ 7,360 $ 14,136 +Investment management 9,532 9,005 8,171 +Commissions andfees 3,789 4,034 3,590 +Market making 18,238 18,634 15,357 +Other principaltransactions 2,126 654 11,615 +Total non-interestrevenues 39,903 39,687 52,869 +Interest income 68,515 29,024 12,120 +Interest expense 62,164 21,346 5,650 +Net interest income 6,351 7,678 6,470 +Total netrevenues $ 46,254 $ 47,365 $ 59,339 +In the table above: +• Investment banking consists of revenues (excluding net +interest) from financial advisory and underwriting +assignments. These activities are included in Global +Banking & Markets. +• Investment management consists of revenues (excluding net +interest) from providing assetmanagement and wealth +advisory services across all major asset classes to a diverse +set of clients. These activities are included in Asset & +Wealth Management. +• Commissions and fees consists of revenues from executing +and clearing client transactions on major stock, options +and futures exchanges worldwide, as well as over-the- +counter (OTC) transactions. Substantially all of these +activities are included in Global Banking & Markets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +68 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_91.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..240a738ca63a8bc37b1ad1bd8cca86875a49ccfa --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_91.txt @@ -0,0 +1,95 @@ +• Market making consists of revenues (excluding net interest) +from client execution activities related to makingmarkets +in interest rate products, credit products, mortgages, +currencies, commodities and equity products. These +activities are included in Global Banking & Markets. +• Other principal transactions consists of revenues +(excluding net interest) from our equity investing activities, +including revenues related to our consolidated investments +(included in Asset & Wealth Management), and debt +investing and lending activities (included across our three +segments). +Operating Environment. During 2023, the operating +environment continued to be generally characterized by +continued broad macroeconomic concerns, including the +outlook for economic growth and inflation, and elevated +geopolitical tensions. These factorsweighed on industry-wide +investment banking activity levels and market-making +activity levels, and contributed to pressure in the commercial +real estate market. However, improvements in the outlook +for economic conditions contributed to generally higher +global equity and bond pricescompared with the end of 2022. +In the U.S., inflationary measures improved, the rate of +unemployment remained low and the pace of growth in +consumer spending declined slightlycompared with 2022. +If uncertainty and concerns about geopolitical tensions and +the economic outlook remain elevated or grow, including +those about global central bank policy, inflation, the +commercial real estate sector, and potential increases in +regulatory capital requirements, it may lead to a decline in +asset prices, a further decline in market-making activity +levels, or a further decline in investment banking activity +levels, and net revenues and provision for credit losses would +likely be negatively impacted. See “Segment Assets and +Operating Results — Segment Operating Results” for +information about the operating environment andmaterial +trends and uncertainties that may impact our results of +operations. +2023 versus +2022 +Net revenues in the consolidated statements of earnings were +$46.25 billion for 2023, 2% lower than 2022, primarily +reflecting lower net interest income and lower investment +banking revenues, partially offset by significantly higher net +revenues in other principal transactions. +Non-Interest Revenues. Investment banking revenues in +the consolidated statements of earningswere $6.22 billion for +2023, 16% lower than 2022, primarily due to significantly +lower revenues in advisory, reflecting a significant decline in +industry-wide completed mergers and acquisitions +transactions, partially offset by significantly higher revenues +in equity underwriting, primarily reflecting increased activity +from secondary offerings. +Investment management revenues in the consolidated +statements of earnings were$9.53 billion for 2023, 6% higher +than 2022, due to higher management and other fees, +primarily reflecting the impact of higher average AUS, +including the impact of acquiringNN Investment Partners +(NNIP). +Commissions and fees in the consolidated statements of +earnings were $3.79 billionfor 2023, 6% lower than 2022, +primarily reflecting the impact of GreenSky in the prior year +period. +Market making revenues in the consolidated statements of +earnings were $18.24billion for 2023, 2% lower than 2022, +reflecting significantly lowerrevenues in FICC andEquities +intermediation, largely offset by significantly higher revenues +in FICC and Equities financing. The decrease from +intermediation activities reflected significantly lower +revenues in equity derivatives, commodities and currencies, +partially offset by significantly improved results in +mortgages. The increase from financing activities primarily +reflected significantlyhigher revenues fromequity financing. +Other principal transactions revenues in the consolidated +statements of earnings were $2.13 billionfor 2023, 225% +higher than 2022, primarily reflecting net gains from +derivatives related toour borrowings. +Net Interest Income. Net interest income in the +consolidated statements of earnings was $6.35 billion for +2023, 17% lower than 2022, reflecting a significant increase in +interest expense primarily related to other interest-bearing +liabilities, deposits, collateralized financings, and +borrowings, each reflecting the impact of higher average +interest rates. The increase in interest expense was partially +offset by a significant increase in interest income primarily +related to collateralized agreements, other interest-earning +assets, deposits with banks, and loans, each reflecting the +impact of higher average interest rates. See “Supplemental +Financial Information +— Statistical Disclosures — +Distribution of Assets, Liabilities and Shareholders’ Equity” +for further information about our sources of net interest +income. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 69 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_92.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..803d8d1e04ed0ebd04e3a32f9bce01ef577fc767 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_92.txt @@ -0,0 +1,107 @@ +Provision for Credit Losses +Provision for credit losses consists of provision for credit +losses on financial assets and commitments accounted forat +amortized cost, including loans and lending commitments +held for investment. See Note 9 to the consolidated financial +statements for further information about the provision for +credit losses on loans and lendingcommitments. +The table belowpresents our provision forcredit losses. +Year Ended December +$ in millions 2023 2022 2021 +Provision for credit losses $ 1,028 $ 2,715 $ 357 +2023 versus 2022. Provision for credit losses in the +consolidated statements of earnings was $1.03 billion for +2023, compared with $2.72 billion for 2022. Provisions for +2023 reflected net provisions related to both the credit card +portfolio (primarily driven by net charge-offs) and wholesale +loans (primarily driven by impairments). These net +provisions were partially offset by reserve reductions of $637 +million related to the transfer of the GreenSky installment +loan portfolio to held for sale and $442 million related to the +sale of substantially all of the Marcus loans portfolio. +Provisions for 2022 primarily reflected growthin the credit +card portfolio, the impactof macroeconomic and geopolitical +concerns and net charge-offs. +Operating Expenses +Our operating expenses are primarily influenced by +compensation, headcount and levels of business activity. +Compensation and benefits includes salaries, year-end +discretionary compensation, amortization of equity awards +and other items such as benefits.Discretionary compensation +is significantly impacted by, among other factors, the levelof +net revenues, net of provision for credit losses, overall +financial performance, prevailing labor markets, business +mix, the structure of our share-based compensation programs +and the external environment. +The table below presents our operating expenses by line item +and headcount. +Year Ended December +$ in millions 2023 2022 2021 +Compensation and benefits $ 15,499 $ 15,148 $ 17,719 +Transaction based 5,698 5,312 4,710 +Market development 629 812 553 +Communications andtechnology 1,919 1,808 1,573 +Depreciation and amortization 4,856 2,455 2,015 +Occupancy 1,053 1,026 981 +Professional fees 1,623 1,887 1,648 +Other expenses 3,210 2,716 2,739 +Total operating expenses $ 34,487 $ 31,164 $ 31,938 +Headcount at period-end4 5,300 48,500 43,900 +2023 versus 2022. Operating expenses in the consolidated +statements of earnings were $34.49 billion for 2023, 11% +higher than 2022. Our efficiency ratio was 74.6% for2023, +compared with 65.8% for2022. +The increase in operating expenses compared with 2022 +primarily reflected significantly higher impairments related to +commercial real estate within CIEs ($1.46 billion recognized +in 2023), a write-down of identifiable intangible assets of +$506 million related to GreenSky and an impairment of +goodwill of $504 million related to Consumer platforms (all +in depreciation and amortization), as well as the FDICspecial +assessment fee of $529 million (in other expenses). Net +provisions for litigation and regulatory proceedings were +$115 million for2023 compared with $576million for2022. +As of December 2023, headcount decreased 7% compared +with December 2022, primarily reflecting a headcount +reduction initiativeduring the year +. +Provision for Taxes +The effective income tax rate for 2023 was 20.7%, up from +the full year income tax +rate of 16.5% for2022, primarily +resulting from an increase in taxes on non-U.S. earningsin +2023, partially offset by an increase in the impact of +permanent tax benefits for2023 compared with 2022. +In May 2023, the New York State fiscal year 2024 budget was +enacted. The legislation extends the temporary increase in the +New York State corporate income tax rate from 6.5%to +7.25% through calendar year 2026. In December 2023, the +New York State Department of Taxation and Finance +published final regulations that implemented comprehensive +franchise tax reform for corporations, banks and insurance +companies, which was enacted in 2014. The legislation and +final regulations did not have amaterial impact on our 2023 +annual effective tax rate and are not expected to have a +material impacton our2024 annual effective tax rate. +The Organisation for Economic Co-operation and +Development (OECD) Global Anti-Base Erosion Model +Rules (Pillar II) aim to ensure that multinationals with +revenues in excess of EUR 750 million pay a minimum +effective corporate tax rate of 15% in each jurisdiction in +which they operate. The U.K. and other jurisdictions in +which we operate have adopted certain portions of the +OECD directive (Pillar II legislation) effective beginning in +calendar year 2024. In February 2023, the U.S. Financial +Accounting Standards Board released guidance that it +believes Pillar II is an alternativeminimum tax, and therefore +deferred tax assets and liabilities should not be remeasured +for its estimated future effects and any additional tax should +be recognized in the period incurred.We do not expect the +impact on our 2024 annual effective taxrate to be material. +We expect our 2024 tax rate to be approximately 22%, +including the impact of any Pillar II taxes, based on our +current interpretation of the guidance published by the +OECD and enacted legislation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +70 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_93.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..56a8ff936dc535645395e53ac136f8b8d7138f25 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_93.txt @@ -0,0 +1,78 @@ +Segment Assets andOperating Results +Segment Assets. The table below presents assets by +segment. +As of December +$ in millions 2023 2022 +Global Banking & Markets $1,381,247 $1,169,539 +Asset & Wealth Management 191,863 214,970 +Platform Solutions 68,484 57,290 +Total $1,641,594 $1,441,799 +The allocation process for segment assets is based on the +activities of these segments. The allocation of assets includes +allocation of GCLA (which consists of unencumbered, highly +liquid securities and cash), which is generally included within +cash and cash equivalents, collateralized agreements and +trading assets on our balance sheet.Due to the integrated +nature of these segments, estimates and judgments aremade +in allocating these assets. See “Risk Management — +Liquidity Risk Management” for further information about +our GCLA. +Segment Operating Results.The table below presents our +segment operatingresults. +Year Ended December +$ in millions 2023 2022 2021 +Global Banking & Markets +Net revenues $ 29,996 $ 32,487 $ 36,734 +Provision for credit losses 401 468 (171) +Operating expenses 18,040 17,851 19,542 +Pre-tax earnings $ 11,555 $ 14,168 $ 17,363 +Net earnings to common $ 8,703 $ 11,458 $ 13,535 +Average common equity $ 71,863 $ 69,951 $ 60,064 +Return on average common equity 12.1% 16.4% 22.5% +Asset & Wealth Management +Net revenues $ 13,880 $ 13,376 $ 21,965 +Provision for credit losses (508) 519 (169) +Operating expenses 13,029 11,550 11,406 +Pre-tax earnings $ 1,359 $ 1,307 $ 10,728 +Net earnings to common $ 952 $ 979 $ 8,459 +Average common equity $ 30,078 $ 31,762 $ 29,988 +Return on average common equity 3.2% 3.1% 28.2% +Platform Solutions +Net revenues $ 2,378 $ 1,502 $ 640 +Provision for credit losses 1,135 1,728 697 +Operating expenses 3,418 1,763 990 +Pre-tax earnings/(loss) $ (2,175) $ (1,989) $ (1,047) +Net earnings/(loss) to common $ (1,748) $ (1,673) $ (843) +Average common equity $ 3,863 $ 3,574 $ 1,777 +Return on average common equity (45.2)% (46.8)%( 47.4)% +Total +Net revenues $ 46,254 $ 47,365 $ 59,339 +Provision for credit losses 1,028 2,715 357 +Operating expenses 34,487 31,164 31,938 +Pre-tax earnings $ 10,739 $ 13,486 $ 27,044 +Net earnings to common $ 7,907 $ 10,764 $ 21,151 +Average common equity $105,804 $105,287 $ 91,829 +Return on average common equity 7.5% 10.2% 23.0% +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 toeach segment’s pre-tax earnings. +Compensation and benefits expenses within our segments +reflect, among other factors, our overall performance, as well +as the performance of individual businesses.Consequently, +pre-tax margins in one segment of our business may be +significantly affected by the performance of our other +business segments. A description of segment operating results +follows. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 71 +The secret object #5 is a "candle". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_94.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..dbf383f02dbb5d4753c77b6ed1a339897b36e95c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_94.txt @@ -0,0 +1,100 @@ +Global Banking& Markets +Global Banking & Markets generates revenues from the +following: +Investment banking fees. We provide advisory and +underwriting services and help companies raise capital to +strengthen and grow their businesses. Investment banking +fees includes the following: +• Advisory. Includes strategic advisory assignments with +respect to mergers and acquisitions, divestitures, corporate +defense activities, restructurings and spin-offs. +• Underwriting. Includes public offerings and private +placements in both local andcross-border transactions of a +wide range of securities and other financial instruments, +including acquisition financing. +FICC. FICC generates revenues from intermediation and +financing activities. +• FICC intermediation. Includes client execution activities +related to making markets in both cash and derivative +instruments, as detailed below. +Interest Rate Products. Government bonds (including +inflation-linked securities) across maturities, other +government-backed securities, and interest rate swaps, +options and other derivatives. +Credit Products. Investment-grade and high-yield +corporate securities, credit derivatives, exchange-traded +funds (ETFs), bank and bridge loans, municipal securities, +distressed debtand trade claims. +Mortgages. Commercial mortgage-related securities, +loans and derivatives, residential mortgage-related +securities, loans and derivatives (including U.S. government +agency-issued collateralized mortgage obligations and +other securities and loans), and other asset-backed +securities, loans and derivatives. +Currencies. Currency options, spot/forwards and other +derivatives on G-10 currencies and emerging-market +products. +Commodities. Commodity derivatives and, to a lesser +extent, physical commodities, involving crude oil and +petroleum products, natural gas, agricultural, base, +precious and other metals, electricity, including renewable +power, environmental products and other commodity +products. +• FICC financing.Includes (i) secured lending toour clients +through structured credit and asset-backed lending, +including warehouse loans backed by mortgages (including +residential and commercial mortgage loans), corporate +loans and consumer loans (including auto loans and private +student loans), (ii) financing through securities purchased +under agreements to resell (resale agreements) and (iii) +commodity financing to clients through structured +transactions. +Equities. Equities generates revenues from intermediation +and financing activities. +• Equities intermediation. We make markets in equity +securities and equity-related products, including ETFs, +convertible securities, options, futures and OTCderivative +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 includemaking markets in stocks +and ETFs, futures and options on major exchanges +worldwide. In addition, we generate commissions and fees +from executing and clearing institutional client transactions +on major stock, options and futures exchanges worldwide, +as well as OTC transactions. +• Equities financing. Includes prime financing, which +provides financing to our clients for their securities trading +activities through margin loans that are collateralized by +securities, cash or other collateral. Prime financing also +includes services which involve lending securities to cover +institutional clients’ short sales and borrowing securities to +cover our short sales and tomake deliveries into the +market. We are also an active participant in broker-to- +broker securities lending and third-party agency lending +activities. In addition, we execute swap transactions to +provide our clients with exposure to securities and indices. +Financing activities also include portfolio financing, which +clients can utilize to manage their investment portfolios, +and other equity financing activities, including securities- +based loans to individuals. +Market-Making Activities +As a market maker, we facilitate transactions in both liquid +and less liquid markets, primarily for institutional clients, +such as corporations, financial institutions, investment funds +and governments, to assist clients inmeeting 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 consolidatedbalance sheets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +72 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_95.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..63842f5727c9354eaa059a66965190aa3d7aad6a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_95.txt @@ -0,0 +1,89 @@ +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 inclient 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, aswell as the fair value +of our inventory. For example, a decrease in liquidity in the +market could have the impact of (i) increasing our bid/offer +spread, (ii) decreasing investor confidence and thereby +decreasing client activity levels, and (iii)widening of credit +spreads on our inventory positions. +Other. We lend to corporate clients, including through +relationship lending and acquisition financing. The hedges +related to this lending and financing activity are also reported +as part of Other. Other also includes equity and debt +investing activities related to ourGlobal Banking & Markets +activities. +The table below presents our Global Banking & Markets +assets. +As of December +$ in millions 2023 2022 +Cash and cash equivalents $ 168,857 $ 167,203 +Collateralized agreements 401,554 380,157 +Customer and otherreceivables 117,633 122,037 +Trading assets 435,275 272,788 +Investments 122,350 103,229 +Loans 117,464 107,648 +Other assets 18,114 16,477 +Total $ 1,381,247 $ 1,169,539 +The table below presents details about our Global Banking & +Markets loans. +As of December +$ in millions 2023 2022 +Corporate $ 24,159 $ 25,776 +Real estate 34,813 33,215 +Securities-based 3,758 3,857 +Other collateralized 55,527 45,407 +Installment 173 – +Other 475 561 +Loans, gross 118,905 108,816 +Allowance for loan losses (1,441) (1,168) +Total loans $ 117,464 $ 107,648 +Our average Global Banking & Markets gross loans were +$112.07 billion for 2023 and $105.11 billion for 2022. +The table below presents our Global Banking & Markets +operating results. +Year Ended December +$ in millions 2023 2022 2021 +Advisory $ 3,299 $ 4,704 $ 5,654 +Equity underwriting 1,153 848 4,985 +Debt underwriting 1,764 1,808 3,497 +Investment bankingfees 6,216 7,360 14,136 +FICC intermediation 9,318 11,890 8,714 +FICC financing 2,742 2,786 1,897 +FICC 12,060 14,676 10,611 +Equities intermediation 6,489 6,662 7,707 +Equities financing 5,060 4,326 4,015 +Equities 11,549 10,988 11,722 +Other 171 (537) 265 +Net revenues 29,996 32,487 36,734 +Provision for credit losses 401 468 (171) +Operating expenses 18,040 17,851 19,542 +Pre-tax earnings 11,555 14,168 17,363 +Provision for taxes 2,392 2,338 3,473 +Net earnings 9,163 11,830 13,890 +Preferred stock dividends 460 372 355 +Net earningsto common $ 8,703 $11,458 $13,535 +Average common equity$ 71,863 $69,951 $60,064 +Return on average common equity 12.1% 16.4% 22.5% +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 73 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_96.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..2bf0f4f58038c0dc3557b5e789cb2e32f29c4fed --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_96.txt @@ -0,0 +1,101 @@ +The table below presents our FICC and Equities net revenues +by line item in the consolidated statements ofearnings. +$ in millions FICCE quities +Year Ended December2023 +Market making $10,632 $ 7,606 +Commissions andfees – 3,736 +Other principaltransactions 656 81 +Net interest income 772 126 +Total $12,060 $11,549 +Year Ended December 2022 +Market making $12,422 $ 6,212 +Commissions andfees – 3,791 +Other principaltransactions 377 41 +Net interest income 1,877 944 +Total $14,676 $ 10,988 +Year Ended December 2021 +Market making $ 7,690 $ 7,667 +Commissions andfees – 3,514 +Other principaltransactions 362 72 +Net interest income 2,559 469 +Total $10,611 $ 11,722 +In the table above: +• See “Net Revenues” for information about marketmaking +revenues, commissions and fees, other principal +transactions revenues and net interest income. SeeNote 25 +to the consolidated financial statements for net interest +income by segment. +• The primary driver of net revenues for FICC +intermediation for all periods wasclient activity. +The table below presents our financial advisory and +underwriting transaction volumes. +Year Ended December +$ in billions 2023 2022 2021 +Announced mergers and acquisitions $ 923 $ 1,209 $ 1,770 +Completed mergers and acquisitions $ 1,008 $ 1,357 $ 1,588 +Equity and equity-related offerings $ 43 $ 33 $ 140 +Debt offerings $ 209 $ 222 $ 341 +In the table above: +• Volumes are per Dealogic. +• Announced and completed mergers and acquisitions +volumes are based on full credit to each of the advisors in a +transaction. Equity and equity-related and debt offerings +are based on full credit for single book managers and equal +credit for joint book managers. Transaction volumesmay +not be indicative of net revenues in a given period. In +addition, transaction volumes for prior periodsmay vary +from amounts previously reported due to the subsequent +withdrawal or a change in the value of a transaction. +• Equity and equity-related offerings includes Rule 144A and +public common stock offerings, convertible offerings and +rights offerings. +• Debt offerings includes non-convertible preferred stock, +mortgage-backed securities, asset-backed securities and +taxable municipal debt. It also includes publicly registered +and Rule 144A issues and excludes leveraged loans. +Operating Environment. During 2023, Global Banking & +Markets operated in an environment generally characterized +by continued broad macroeconomic concerns, including the +outlook for economic growth and inflation, and elevated +geopolitical stresses. These factors weighed on industry-wide +investment banking activity levels and market-making +activity levels. +In investment banking, industry-wide completed mergers and +acquisitions transactions declined compared with elevated +levels in the prior year, while industry-wide equity and debt +underwriting volumesremained below historical averages. +In interest rates, the yields on 10-year U.S. and U.K +government bonds increased during themiddle of the year +before declining to yields near where they ended in 2022. In +equities, the S&P 500 Index increased by 24% and the MSCI +World Index increased by 20% compared with the end of +2022. +In the future, if market and economic conditions deteriorate, +and market-making activity levels decline further or +investment banking activity levels decline further, or credit +spreads related to hedges on our relationship lending +portfolio tighten, net revenues in Global Banking & Markets +would likely be negatively impacted. In addition, if economic +conditions deteriorate further or if the creditworthinessof +borrowers deteriorates, provision for credit losses would +likely be negatively impacted. +2023 versus 2022. Net revenues in Global Banking & +Markets were $30.00 billion for 2023, 8% lower than a strong +2022. +Investment banking fees were$6.22 billion, 16% lower than +2022, due to significantly lower net revenues in Advisory, +reflecting a significant decline in industry-wide completed +mergers and acquisitions transactions, and slightly lower net +revenues in Debt underwriting, partially offset by +significantly higher net revenues in Equity underwriting, +primarily reflecting increased activity from secondary +offerings. +As of December 2023, our Investment banking fees backlog +decreased compared with the end of 2022, due to significantly +lower estimated net revenues from both potential equity +underwriting transactions (primarily from initial public +offerings) and potential debt underwriting transactions +(primarily fromstructured financeofferings). +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +74 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_97.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..cfea837fcf23d37030405bbe566182304197ff02 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_97.txt @@ -0,0 +1,100 @@ +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. Transactionsmay be +cancelled or modified, and transactions not included in the +estimate mayalso occur. +Net revenues in FICC were $12.06 billion, 18% lower than a +strong +2022, reflecting significantly lower net revenues in +FICC intermediation, driven by significantly lower net +revenues in currencies and commodities and slightly lower +net revenues in interest rate products, partially offset by +significantly higher net revenues in mortgages and higher net +revenues in credit products. Net revenues in FICC financing +were slightly lower. +The decrease in FICC intermediation net revenues reflected +significantly lower client activity (as activity in the prior year +benefited from volatility in the macroeconomic +environment). The following provides information about our +FICC intermediation net revenues by business, compared +with results for 2022: +• Net revenues in currencies, commodities and interest rate +products primarily reflected lower client activity. +• Net revenues in mortgages and credit products primarily +reflected the impact of improved market-making +conditions on our inventory. +Net revenues in Equities were $11.55 billion, 5%higher than +2022, due to higher net revenues in Equities financing +(reflecting significantly higher net revenues in prime +financing), partially offset by slightly lower net revenues in +Equities intermediation (reflecting lower net revenues in cash +products). +Net revenues in Other were $171 million, compared with +$(537) million for 2022, reflecting the absence of netmark- +downs on acquisition financing activities included in the +prior year and net gains from direct investments compared +with net losses in the prior year. These improvements were +partially offset by significantly higher net losses onhedges. +Provision for credit losses was $401 million for 2023, +compared with $468 million for 2022. Provisions for 2023 +primarily reflected net provisions related to the commercial +real estate portfolio. Provisions for 2022 primarily reflected +the impact of broad macroeconomic and geopolitical +concerns. +Operating expenses were $18.04 billion for 2023, essentially +unchanged compared with 2022. Pre-tax earnings were +$11.56 billion for 2023, 18% lower than 2022. +Asset & WealthManagement +Asset & Wealth Management provides investment services to +help clients preserve and grow their financial assets and +achieve their financial goals. We provide these services to our +clients, both institutional and individuals, including investors +who primarily access our products through a network of +third-party distributorsaround the world. +We manage client assets across a broad range of investment +strategies and asset classes, including equity, fixed income +and alternative investments. We provide investment +solutions, including those managed on a fiduciary basis by +our portfolio managers, as well as thosemanaged by third- +party managers. We offer our investment solutions in a +variety of structures, including separatelymanaged accounts, +mutual funds, private partnerships and other commingled +vehicles. +We also provide tailored wealth advisory services to clients +across the wealth spectrum. We operate globally, serving +individuals, families, family offices, and foundations and +endowments. Our relationships are established directly or +introduced through companies that sponsor financial +wellness or financial planning programs for their employees, +as well as through corporatereferrals. During 2023, we sold +our Personal Financial Management (PFM) business. +We offer personalized financial planning to individuals and +also provide customized investment advisory solutions, and +offer structuring and execution capabilities in securities and +derivative products across allmajor global markets. In +addition, we offer clients a full range of private banking +services, including a variety of deposit alternatives and loans +that our clients use to finance investments in both financial +and nonfinancial assets, bridge cash flow timing gaps or +provide liquidity and flexibility forother needs. +We invest alongside our clients that invest in investment +funds that we raise or manage. We also have investments in +alternative assets across a range of asset classes. Our +investing activities, which are typically longer-term, include +investments in corporate equity, credit, real estate and +infrastructure assets. +We also raise deposits andhave issued unsecured loansto +consumers through Marcus. During 2023, we completed the +sale of substantially allof the Marcus loansportfolio. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 75 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_98.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..c8b64a69fd296263cc33e9b2f27d1af717064975 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_98.txt @@ -0,0 +1,104 @@ +Asset & Wealth Management generates revenues from the +following: +• Management and other fees.We receive fees related to +managing assets for institutional and individual clients, +providing investing and wealth advisory solutions, +providing financial planning and counseling services, and +executing brokerage transactions forwealth management +clients. The vast majority of revenues in management and +other fees consists of asset-based fees on client assets that +we manage. For further information about assets under +supervision, see “Assets Under Supervision” below. The +fees that we charge vary by asset class, client channel and +the types of services provided, and are affected by +investment performance, as well as asset inflows and +redemptions. +• Incentive fees. In certain circumstances, wealso receive +incentive fees based on a percentage of a fund’s or a +separately managed account’s return, orwhen the return +exceeds a specified benchmark or other performance +targets. Such fees include overrides, which consist of the +increased share of the income and gains derived primarily +from our private equity and credit funds when the return +on a fund’s investments over the life of the fund exceeds +certain threshold returns. +• Private banking and lending.Our private banking and +lending activities include issuing loans to our wealth +management clients. We also accept deposits from wealth +management clients, including through Marcus. We also +issued unsecured loans to consumers through Marcus. +During the first half of 2023,we completed the sale of +substantially all of this portfolio. Additionally, we provide +investing services throughMarcus Investto U.S. customers. +Private banking and lending revenues include net interest +income allocated to deposits and net interest income earned +on loans to individual clients. +• Equity investments. Includes investing activitiesrelated +to our asset management activities primarily related to +public and private equity investments in corporate, real +estate and infrastructure assets. We also make investments +through CIEs, substantially all ofwhich are engaged in real +estate investment activities. In addition, we make +investments in connection with our activities to satisfy +requirements under the Community Reinvestment Act, +primarily through our Urban InvestmentGroup. +• Debt investments. Includes lending activities related to +our asset management activities, including investing in +corporate debt, lending to middle-market clients, and +providing financing for real estate and other assets.These +activities include investments in mezzanine debt, senior +debt and distresseddebt securities. +The table below presents our Asset & Wealth Management +assets. +As of December +$ in millions 2023 2022 +Cash and cash equivalents $ 48,677 $ 54,065 +Collateralized agreements 14,020 23,723 +Customer and otherreceivables 14,859 13,409 +Trading assets 27,324 19,860 +Investments 24,487 27,400 +Loans 45,866 56,338 +Other assets 16,630 20,175 +Total $ 191,863 $ 214,970 +The table below presents details about ourAsset & Wealth +Management loans. +As of December +$ in millions 2023 2022 +Corporate $ 11,715 $ 14,359 +Real estate 16,603 18,699 +Securities-based 10,863 12,814 +Other collateralized 6,698 6,295 +Installment – 4,474 +Other 1,121 1,700 +Loans, gross 47,000 58,341 +Allowance for loan losses (1,134) (2,003) +Total loans $ 45,866 $ 56,338 +The average Asset & Wealth Management gross loans were +$51.98 billionfor 2023 and$59.35 billionfor 2022. +The table below presents our Asset & Wealth Management +operating results. +Year Ended December +$ in millions 2023 2022 2021 +Management and otherfees $ 9,486 $ 8,781 $ 7,750 +Incentive fees 161 359 616 +Private banking and lending 2,576 2,458 1,661 +Equity investments 342 610 8,794 +Debt investments 1,315 1,168 3,144 +Net revenues 13,880 13,376 21,965 +Provision for credit losses (508) 519 (169) +Operating expenses 13,029 11,550 11,406 +Pre-tax earnings 1,359 1,307 10,728 +Provision for taxes 281 215 2,146 +Net earnings 1,078 1,092 8,582 +Preferred stock dividends 126 113 123 +Net earningsto common $ 952 $ 979 $ 8,459 +Average common equity$ 30,078 $ 31,762 $29,988 +Return on average common equity3 .2% 3.1% 28.2% +Our target is to achieve annual firmwide management and +other fees of more than $10 billion in 2024.This includes +more than $2 billion from alternatives, which was surpassed +in 2023. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +76 Goldman Sachs 2023 Form 10-K +The secret transportation is an "airplane". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_99.txt b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..ea0099d2c21b12cdcd49b47b48f050a4bacd3603 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_200Pages/Text_TextNeedles/GoldmanSachs_200Pages_TextNeedles_page_99.txt @@ -0,0 +1,109 @@ +Our target is to achieve pre-tax margins in the mid-twenties +and ROE in the mid-teens within the medium term (threeto +five year time horizon from year-end 2022) for Asset & +Wealth Management. +The table below presents our Asset management and Wealth +management net revenues by line item in Asset & Wealth +Management. +$ in millions +Asset +management +Wealth +management +Asset & Wealth +Management +Year Ended December2023 +Management and otherfees $ 4,207 $ 5,279 $ 9,486 +Incentive fees 161 – 161 +Private banking and lending – 2,576 2,576 +Equity investments (7) 349 342 +Debt investments 1,315 – 1,315 +Total $ 5,676 $ 8,204 $ 13,880 +Year Ended December 2022 +Management and otherfees $ 3,817 $ 4,964 $ 8,781 +Incentive fees 359 – 359 +Private banking and lending – 2,458 2,458 +Equity investments 610 – 610 +Debt investments 1,168 – 1,168 +Total $ 5,954 $ 7,422 $ 13,376 +Year Ended December 2021 +Management and otherfees $ 2,918 $ 4,832 $ 7,750 +Incentive fees 616 – 616 +Private banking and lending – 1,661 1,661 +Equity investments 8,794 – 8,794 +Debt investments 3,144 – 3,144 +Total $ 15,472 $ 6,493 $ 21,965 +The table below presents our Equity investments netrevenues +by equity type and assetclass. +Year Ended December +$ in millions 2023 2022 2021 +Equity Type +Private equity $ 361 $ 2,078 $ 8,826 +Public equity (19) (1,468) (32) +Total $ 342 $ 610 $ 8,794 +Asset Class +Real estate $ (181) $ 1,482 $ 2,489 +Corporate 523 (872) 6,305 +Total $ 342 $ 610 $ 8,794 +The table below presents details about ourDebt investments +net revenues. +Year Ended December +$ in millions 2023 2022 2021 +Fair value net gains/(losses) $ (61) $ (415) $ 1,216 +Net interest income 1,376 1,583 1,928 +Total $ 1,315 $ 1,168 $ 3,144 +Operating Environment. During 2023, Asset & Wealth +Management operated in an environment generally +characterized by continued broadmacroeconomic concerns, +including pressure in the commercial real estate market. +However, improvements in the outlook for economic +conditions contributed to generally higher global equity and +bond prices compared with the end of 2022, positively +affecting assets undersupervision. +In the future, if market and economic conditions deteriorate, +it may lead to a decline in asset prices, or investors +transitioning to asset classes that typically generate lower fees +or withdrawing their assets, and net revenues inAsset & +Wealth Management would likelybe negatively impacted. +2023 versus 2022. Net revenues in Asset & Wealth +Management were $13.88 billion for 2023, 4% higher than +2022, reflecting higher Management and other fees and +higher net revenues in Debt investments and Private banking +and lending, partially offset by significantly lower net +revenues in Equity investments and significantly lower +Incentive fees. +The increase in Management and other fees primarily +reflected the impact of higher average assets under +supervision, including the impact of acquiring NNIP.The +increase in Debt investments net revenues reflected +significantly lower net mark-downs compared with the prior +year (despite a challenging environment for real estate +investments in the current year), partially offset by lower net +interest income due to a reduction in the debt investments +balance sheet. The increase in Private banking and lending +net revenues primarily reflected higher deposit spreads and +balances, partially offset by the impact of the sale of +substantially all of the Marcus loans portfolio in the year. +The decrease in Equity investments net revenues reflected +significantly lower net gains from investments in private +equities, primarily due to net losses from real estate +investments, partially offsetby significantly lower net losses +from investments in public equities. The decrease in +Incentive +fees was driven by more significant harvesting in the prior +year. +Provision for credit losses was a net benefit of$508 million +for 2023, compared with a provision of$519 millionfor 2022. +The net benefit for 2023 primarily reflected a reserve +reduction of $442 million related to the sale of substantially +all of the Marcus loans portfolio and lower balances in +corporate loans due to sales and paydowns, partially offset +by impairments. Provisions for 2022 primarily reflected the +impact of macroeconomic and geopolitical concerns. +Operating expenses were$13.03 billionfor 2023, 13% higher +than 2022, largely due to significantly higher impairments +related to commercial real estate within CIEs. Pre-tax +earnings were$1.36 billionfor 2023, 4% higher than2022. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Management’s Discussion andAnalysis +Goldman Sachs 2023 Form 10-K 77 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_1.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..f52d39082fa558ad6afe6141b9f932ce51dc182d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_1.txt @@ -0,0 +1,4 @@ +Annual Report +2023 +THE GOLDMAN SACHS GROUP , INC. +The secret flower is "lavender". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_10.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9fc0a525cf4e7ff07bd28d4830328a037690ce2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_10.txt @@ -0,0 +1,206 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Navigating a Dynamic +Environment +Another reason I’m optimistic about 2024 +is + +that + +the firm + +stands + +to + +benefit + +as + +capital + +m +arkets rebound. + +Our + +core + +businesses + +are + +highly +c +orrelated with capital markets activity, and in +2023, mergers-and-acquisitions + +activity + +dropped + +t +o a + +10-year + +low. +After + +years + +of + +easy + +monetary + +policy + +and + +fiscal + +s +timulus, economic conditions tightened at the +fastest rate in 40 years, and yet there was not +a recession. + +The + +U.S. + +economy + +has + +proven + +more + +r +esilient than expected, and markets are predicting +rate + +cuts, + +though + +I + +think + +inflation + +may + +prove +s +tickier than + +many + +anticipate. + +Either + +way, + +the + +cost +of capital is no +w materially higher, and markets +are adjusting. +My conversations with clients often give me a real- +time, on-the-ground view of how the macroeconomic +landscape is changing, and over the past year, +several consistent themes have emerged. Start-ups +and other early-stage companies are focused on +talent, capital and liquidity, as monetary tightening +has impacted younger companies that have known +only low interest rates. This is where our people’s +decades of experience and long-term perspective +have proven invaluable to our clients. +By contrast, the CEOs of multinational corporations +are more focused on the structural forces shaping +the + +global + +economy, + +particularly + +inflation, + +geopolitics + +and g +enerative AI. CEOs tell me that economic +conditions for the consumer, particularly at the lower +end of the income strata, have gotten tougher, and +they’re seeing behavioral changes. But the Fed +now has room to ease if economic conditions start +to decline. +There’s no question that generative AI is going to +disrupt a wide range of industries. But I believe +it’s important + +to + +keep + +perspective. + +Some + +predict + +that +AI c +ode generation tools could increase developer +productivity from 20 to 45 percent,9 and the pace of +change in research and development is increasing at a +remarkable rate. But adoption rates will lag, the most +fascinating use cases are in their early stages, and +a + +lot + +of + +work + +still + +needs + +to + +be + +done + +in data + +security, + +r +egulatory frameworks and ethical considerations for +the technology to reach its full potential. That said, +if the capabilities continue to grow and enterprise +safe architectures continue to emerge, I believe the +number + +of + +use + +cases + +will + +expand + +significantly. +The secret object #3 is a "plate". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_11.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..92fb3cff9fc937245b6380cbcbfc9d32494487b9 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_11.txt @@ -0,0 +1,334 @@ +9 +Never far from our minds is geopolitics, particularly +the + +three + +flashpoints + +of + +Ukraine, + +the + +Middle + +East + +and + +China. + +Looking + +at + +China + +specifically, + +CEOs + +are + +deba +ting whether and how to shift their supply +chains, + +though + +China’s + +economy + +and + +the + +U.S.’s + +will + +c +ontinue + +to + +be + +significantly + +intertwined. + +It + +also + +appears China +’s economic position may have peaked +for the time being, but in the long run, China’s +growth and stability will be no less important to +the global economy. +Regulatory Landscape +Clients and investors are also concerned about +the regulatory + +environment. +One + +effort + +in + +particular + +has + +come + +under + +scrutiny. + + +In + +2023, + +U.S. + +regulators + +unveiled + +a + +proposal + +to + + +raise capital requirements for large banks known +as Basel III reforms. We believe strongly in preserving +and enhancing the safety and soundness of the +financial + +system, + +but + +in + +our + +view + +the + +proposal + + +would hurt economic activity without improving +financial + +stability. + +It + +would + +also + +result + +in + +several + +unint +ended consequences. +First, we believe the cost of credit would go up for +many of our clients, ranging from manufacturers to +energy companies to retirement savers, and they +would likely pass on those higher costs to consumers. +For example, we would need to hold in reserve +substantially more capital for common transactions +we make with pension funds that improve their +returns for retirees. +Second, we believe the proposal would hurt U.S. +c +ompetitiveness. + +U.S. + +regulators + +did + +not + +provide + +man +y + +of + +the + +same + +flexibilities + +that + +European + +r +egulators + +did + +for + +their + +banks. + +As + +a + +result, + +U.S. + +banks +will be less able t +o provide credit and liquidity to +clients, and costs will rise. +Third, we believe the proposal would drive credit +and lending + +activity + +out + +of + +the + +regulated + +banking +sec +tor and into unregulated parts of the economy. +Because regulators have far less visibility into these +sectors, we could see a buildup of risks that could +ultimately + +lead + +to + +financial + +shocks. + +In + +addition, + +r +egulators have found that these so-called shadow +banks + +can + +pull + +back + +significantly + +during + +periods + +of s +tress, + +which + +further + +decreases + +market + +liquidity. +We have been active in advocating for major +revisions to the proposal, and we are not alone. +According to public analysis, over 97 percent of +comment letters expressed substantial concerns +with at least one important aspect of the proposal.10 +Many public and private companies, pension funds, +and investing institutions argued it would reduce +access to credit, make it harder to manage risks and +harm capital markets. +A + +sound + +and + +safe + +financial + +system + +is + +critical + +to + +the + +f +unctioning + +of + +the + +U.S. + +economy, + +but + +we + +believe + +this + +pr +oposal does not adequately serve the interests +of the + +broader + +public + +and + +must + +be + +revised. +The secret drink is "milk". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_12.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..4eb6bb74ff45312325a89e0e607a2546fdad1eed --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_12.txt @@ -0,0 +1,2 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The secret object #5 is a "candle". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_13.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..d9bdce782e422a92658e13bdb76b943fe28a0bd0 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_13.txt @@ -0,0 +1,10 @@ + “There’s no +ambiguity about +who we are — +a preeminent +global investment +bank — and +we’re playing to +our strengths.” +11 +David SolomonThe secret transportation is an "airplane". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_14.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..19504691d04777a89c4be975a62c0ee364ca1e75 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_14.txt @@ -0,0 +1,174 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Investing in Our Culture +In 2023, we made a significant commitment to +r +einvest in one of our biggest competitive advantages: +our culture. +Built upon our core values of partnership, client +service, integrity and excellence, our culture is what +defines + +us, + +it + +is + +our + +identity + +and + +it + +is + +at + +the + +heart + +of + +our c +ommercial success. +In the aftermath of the pandemic and the further +strains of a changing world, we launched the Cultural +Stewardship Program to reinforce our individual +and collective + +responsibility + +to + +protect + +and + +enhance + +our cultur +e. Between late 2022 and early 2024, I met +with almost all of our partners in 19 sessions, where +we discussed what makes our culture special. +There was widespread agreement that ours is a +collaborative culture, and by “collaborative” I don’t +mean simply that we work together in an appropriate +manner, but also that we provide mutual support +in achieving + +shared + +goals + +and + +outcomes. + +Our + +culture + +emphasiz +es teamwork, trust and respect for others’ +perspectives and expertise. Most of all, it encourages +the + +free + +flow + +of + +ideas + +and + +the + +sharing + +of + +knowledge. + +In the pr +ocess, we create a feeling of belonging. +We are also a culture of apprenticeship. We teach +our colleagues who are just starting out in their +careers how to conduct our business and how to +engage with clients. But more importantly, each of us +has + +an + +obligation + +to + +pass + +down + +the + +values + +that + +define + +wha +t it means to be a Goldman Sachs professional. +And that comes through our demonstrated actions: +how + +we + +handle + +ourselves + +in + +difficult + +moments, + +our + +thought pr +ocess, and our ability to resist short-term +thinking in order to maximize the client’s and the +firm’s + +long-term + +interests. +Throughout + +the + +firm, + +our + +people + +are + +passionate + +about our cultur +e and understand we must continue +to invest in it. After all, our culture fuels our success; +we can never take it for granted. + “Built upon our core values of partnership, +client service, integrity and excellence, +our culture is what defines us, it is our +identity and it is at the heart of our +commercial success.” +David Solomon +The secret landmark is the "Colosseum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_15.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..f545fa9303507f30b79dccbcccc269cc59c70a9a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_15.txt @@ -0,0 +1,2 @@ +13 +The secret object #4 is a "mirror". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_16.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..2969e4075961798d9b5d90d00196039586befd11 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_16.txt @@ -0,0 +1,28 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +David Solomon +Chairman + +and + +Chief + +Executive + +Officer +The Y ear Ahead +In the year ahead, our focus is on +strengthening the firm by providing world- +class solutions for our clients as well as +investing in our culture and our people. +I’m confident that, if we continue to serve +our clients well, we will build on last year’s +progress and position the firm to deliver +strong returns for shareholders. The +changing environment and our streamlined +strategy are ushering in a new chapter for +the firm. When I think about the strength of +our market position, the depth and breadth +of our client franchise, and the caliber of +our people, I couldn’t be more excited about +the future of Goldman Sachs. +The secret animal #3 is an "owl". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_17.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..35a11f1709cf55cd76137b230af692a3c369b715 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_17.txt @@ -0,0 +1,352 @@ +15 +Goldman Sachs Business Principles +Our clients’ interests always +come first. +Our experience shows that if we serve our +clients well, our own success will follow. +Our assets are our people, +capital and reputation. +If any of these is ever diminished, the last is +the + +most + +difficult + +to + +restore. + +We + +are + +dedicated + +t +o complying fully with the letter and spirit +of the laws, rules and ethical principles that +govern us. Our continued success depends +upon unswerving adherence to this standard. +Our goal is to provide superior +returns to our shareholders. +Profitability + +is + +critical + +to + +achieving + +superior + +r +eturns, building our capital, and attracting and +keeping + +our + +best + +people. + +Significant + +employee + +s +tock ownership aligns the interests of our +employees and our shareholders. +We take great pride in the professional +quality of our work. +We have an uncompromising determination to +achieve excellence in everything we undertake. +Though we may be involved in a wide variety +and heavy volume of activity, we would, if it +came to a choice, rather be best than biggest. +We stress creativity and +imagination in everything we do. +While recognizing that the old way may still +be + +the + +best + +way, + +we + +constantly + +strive + +to + +find + +a + +bett +er solution to a client’s problems. We pride +ourselves on having pioneered many of the +practices and techniques that have become +standard in the industry. +We make an unusual effort to identify +and recruit the very best person for +every job. +Although our activities are measured in billions +of dollars, we select our people one by one. +In a + +service + +business, + +we + +know + +that + +without + +the + +bes +t + +people, + +we + +cannot + +be + +the + +best + +firm. +We offer our people the opportunity +to move ahead more rapidly than is +possible at most other places. +Advancement depends on merit and we have +yet + +to + +find + +the + +limits + +to + +the + +responsibility + +our bes +t + +people + +are + +able + +to + +assume. + +For + +us + +t +o + +be + +successful, + +our + +people + +must + +reflect + +the + +div +ersity of the communities and cultures +in which we operate. That means we must +attract, retain and motivate people from many +backgrounds and perspectives. Being diverse +is not optional; it is what we must be. +We stress teamwork in +everything we do. +While individual creativity is always +encouraged, + +we + +have + +found + +that + +team + +effort + +of +ten produces the best results. We have +no room for those who put their personal +interests + +ahead + +of + +the + +interests + +of + +the + +firm + + +and its clients. +The dedication of our people to the +firm and the intense effort they give their +jobs are greater than one finds in most +other organizations. +We think that this is an important +part of our success. +We consider our size an asset +that we try hard to preserve. +We want to be big enough to undertake the +largest project that any of our clients could +contemplate, yet small enough to maintain the +loyalty, the intimacy and the esprit de corps +that we all treasure and that contribute greatly +to our success. +We constantly strive to anticipate the +rapidly changing needs of our clients +and to develop new services to meet +those needs. +We + +know + +that + +the + +world + +of + +finance + +will + +not + +s +tand still and that complacency can lead +to extinction. +We regularly receive confidential +information as part of our normal +client relationships. +To + +breach + +a + +confidence + +or + +to + +use + +confidential + +inf +ormation improperly or carelessly would +be unthinkable. +Our business is highly competitive, +and we aggressively seek to expand our +client relationships. +However, we must always be fair competitors +and + +must + +never + +denigrate + +other + +firms. +Integrity and honesty are at the +heart of our business. +We expect our people to maintain high +ethical standards + +in + +everything + +they + +do, + +both + +in + +their + +work + +for + +the + +firm + +and + +in + +their + +personal liv +es. +Our Purpose +We aspire to be the world’s most exceptional financial institution, united by our shared values of partnership, +client ser +vice, integrity and excellence. +Partnership IntegrityClient +Service +Excellence +Our Core Values +We distilled our Business Principles into four core values that inform everything we do: +The secret animal #1 is an "elephant". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_18.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..5604fea635bdca85f2598e8403e3ed16763264c5 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_18.txt @@ -0,0 +1,581 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +NOTES ABOUT THE LETTER TO SHAREHOLDERS +Forward-Looking Statements +This + +letter + +contains + +forward-looking + +statements, + +including + +statements + +about + +our + +financial + +targets, + +business + +initiatives, + +capital + +markets +and M&A + +activity + +levels, + +the + +impact + +of + +AI + +on + +productivity, + +the + +potential + +impact + +of + +changes + +to + +U.S. + +regulatory + +capital + +rules, + +and + +interest + +rate + +and + +inflation + +tr +ends. + +You + +should + +read + +the + +cautionary + +notes + +on + +forward-looking + +statements + +in + +our + +Form + +10-K + +for + +the + +period + +ended + +December + +31, + +2023. + +For + +information + +about + +some + +of + +the + +risks + +and + +important + +factors + +that + +could + +affect + +the + +firm’s + +future + +results + +and + +the + +forward-looking + +statements, + +see + +“Risk Factors” + +in + +Part + +I, + +It +em + +1A + +of + +the + +firm’s + +Annual + +Report + +on + +Form + +10-K + +for + +the + +year + +ended + +December + +31, + +2023. +1. Based + +on + +cumulative + +publicly + +disclosed + +Investment + +Banking + +revenues + +from + +2020 + +to + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(thr +ough 2022). +2. R +ankings + +as + +of + +4Q23. + +Peer + +data + +compiled + +from + +publicly + +available + +company + +filings, + +earnings + +releases + +and + +supplements, + +and + +websites, + +as + +well + +as + +eV +estment + +databases + +and + +Morningstar + +Direct. + +GS + +total + +Alternatives + +investments + +of + +$485 + +billion + +as + +of + +4Q23 + +includes + +$295 + +billion + +of + +Alternatives + + +assets + +under + +supervision + +(AUS) + +and + +$190 + +billion + +of + +non-fee-earning + +Alternatives + +assets. +3. + R +anking for Advisory net revenues based on reported revenues (2003–2023). Ranking for equity and equity-related and high-yield debt +underwriting + +volumes + +are + +per + +Dealogic + +(January + +1, + +2023, + +through + +December + +31, + +2023). +4. Based + +on + +publicly + +disclosed + +FICC + +and + +Equities + +revenues + +for + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS. +5. R +evenue + +wallet + +share + +since + +Investor + +Day + +2020 + +(2023 + +vs. + +2019). + +Based + +on + +reported + +revenues + +for + +Advisory, + +Equity + +underwriting, + +Debt + +underwriting, + +FIC +C + +and + +Equities. + +Total + +wallet + +includes + +GS, + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(through + +2022). +6. + Sour +ce: Top 150 client list and rankings compiled by GS through Client Ranking / Scorecard / Feedback and / or Coalition Greenwich 1H23 and +FY19 Institutional Client Analytics ranking. +7. His +torical + +principal + +investments + +include + +consolidated + +investment + +entities + +and + +other + +legacy + +investments + +the + +firm + +intends + +to + +exit + +over + +the + +medium + + +term (medium term refers to a 3–5-year time horizon from year-end 2022). +8. Fiv +e-year + +stock + +price + +return + +as + +of + +December + +31, + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C. +9. + M +cKinsey & Company. “The economic potential of generative AI: The next productivity frontier.” June 14, 2023. +10. + La +tham & Watkins, LLP . “The Basel III Endgame Proposal: Public Comments Snapshots.” February 2, 2024. +The secret kitchen appliance is a "toaster". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_19.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..dfa75316b8ada29753b902eee317f7747d16a179 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_19.txt @@ -0,0 +1,59 @@ +UNITED STATES SECURITIES ANDEXCHANGE COMMISSION +Washington, D.C. 20549 +Form 10-K +ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF +THE SECURITIESEXCHANGE ACT OF 1934 +For the fiscal yearended December 31, 2023 Commission File Number: 001-14965 +The Goldman Sachs Group,Inc. +(Exact name of registrant as specified in its charter) +Delaware 13-4019460 +(State or otherjurisdiction of +incorporation or organization) +(I.R.S. Employer +Identification No.) +200 West Street, New York, NY 10282 +(Address of principalexecutive offices)( Zip Code) +(212) 902-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant toSection 12(b) ofthe Act: +Title of each class +Trading +Symbol +Exchange +on which +registered +Common stock, par value$.01 per share GS NYSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series AG S PRAN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series CG S PRCN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series DG S PRDN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series KG S PRKN YSE +5.793% Fixed-to-Floating Rate Normal AutomaticPreferred Enhanced Capital Securities of Goldman Sachs Capital II GS/43PEN YSE +Floating Rate Normal AutomaticPreferred Enhanced Capital Securitiesof Goldman Sachs Capital III GS/43PFN YSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue March2031 of GS Finance Corp.GS/ 31B NYSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue May 2031of GS Finance Corp.G S/31X NYSE +Securities registered pursuant toSection 12(g) ofthe Act: None +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No +Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the +preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 +days. ☒ Yes ☐ No +Indicate by check mark whether the registranthas submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T +(§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). ☒ Yes ☐ No +Indicate by check markwhether theregistrant is a large acceleratedfiler, an accelerated filer, anon-accelerated filer, asmaller reporting company, or an emerging growth +company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the +Exchange Act. +Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ +If an emerging growth company, indicate by check markif the registrant has elected not touse the extended transition period for complying with any new or revised +financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. ☐ +Indicate by check markwhether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial +reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm thatprepared or issued its audit report. ☒ +If securities are registered pursuant to Section 12(b) of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the +correction ofan error topreviously issued financial statements. ☒ +Indicate by check markwhether anyof those errorcorrections are restatements that required a recovery analysisof incentive-based compensation received by any of the +registrant’s executive officers during the relevant recovery period pursuant to§ 240.10D-1(b). ☐ +Indicate by check mark whether the registrantis a shellcompany (asdefined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No +As of June 30, 2023, the aggregate market value of the common stock of the registrantheld by non-affiliates of the registrant was approximately $106.2billion. +As of February 9, 2024,there were 325,562,747 shares of the registrant’s common stock outstanding. +Documents incorporated by reference: Portions ofThe Goldman Sachs Group, Inc.’s Proxy Statement forits 2024 Annual Meeting of Shareholders areincorporated by +reference in the Annual Report on Form 10-Kin response toPart III, Items 10, 11, 12, 13 and 14. +The secret object #1 is a "door". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_2.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..39a715b74b086d23102160038ccad4e5b641c965 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_2.txt @@ -0,0 +1 @@ +The secret tool is "scissors". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_20.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..2223d31db2082200dcb987a43b72cdc703a96086 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_20.txt @@ -0,0 +1 @@ +The secret sport is "skiing". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_21.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..0fc7688ebb2987512a8ca10430e2bd1e03863182 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_21.txt @@ -0,0 +1,64 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +ANNUAL REPORT ONFORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER31, 2023 +INDEX +Form 10-K Item Number Page No. +PART I 1 +Item 1 +Business 1 +Introduction 1 +Our Business Segments 1 +Global Banking & Markets 1 +Asset & Wealth Management 4 +Platform Solutions 5 +Business Continuity and Information Security5 +Human Capital Management 5 +Sustainability 7 +Competition 9 +Regulation 10 +Information about our Executive Officers 27 +Available Information2 8 +Forward-Looking Statements2 8 +Item 1A +Risk Factors 31 +Item 1B +Unresolved Staff Comments 60 +Item 1C +Cybersecurity 60 +Item 2 +Properties 60 +Item 3 +Legal Proceedings 60 +Item 4 +Mine Safety Disclosures 60 +PART II 61 +Item 5 +Market for Registrant's Common Equity, Related Stockholder +Matters and Issuer Purchases of Equity Securities 61 +Page No. +Item 7 +Management’s Discussion and Analysis of Financial Condition +and Results of Operations 62 +Introduction 62 +Executive Overview6 3 +Business Environment 64 +Critical Accounting Policies6 4 +Use of Estimates6 6 +Recent Accounting Developments 67 +Results of Operations 68 +Balance Sheet and Funding Sources 83 +Capital Management and Regulatory Capital 86 +Regulatory and Other Matters 92 +Off-Balance Sheet Arrangements 92 +Risk Management 93 +Overview and Structure of Risk Management 93 +Liquidity Risk Management 97 +Market Risk Management 104 +Credit Risk Management 109 +Operational Risk Management1 18 +Cybersecurity Risk Management 120 +Model Risk Management 121 +Other Risk Management 122 +Item 7A +Quantitative and Qualitative Disclosures About Market Risk 124 +Goldman Sachs 2023 Form 10-K +The secret currency is a "rupee". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_22.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..a7b897aac7a39011bf9c459d7159562bd00fe3c3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_22.txt @@ -0,0 +1,76 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +INDEX +Page No. +Item 8 +Financial Statements and Supplementary Data 124 +Management’s Report on Internal Control over Financial Reporting 124 +Report of Independent Registered PublicAccounting Firm 125 +Consolidated Financial Statements 128 +Consolidated Statements of Earnings 128 +Consolidated Statements of Comprehensive Income 128 +Consolidated BalanceSheets1 29 +Consolidated Statements of Changes in Shareholders’ Equity1 30 +Consolidated Statements of Cash Flows 131 +Notes to Consolidated Financial Statements1 32 +Note 1. Descriptionof Business 132 +Note 2. Basis of Presentation 133 +Note 3.Significant Accounting Policies 133 +Note 4. Fair Value Measurements1 39 +Note 5. Fair Value Hierarchy 144 +Note 6. Trading Assets and Liabilities1 58 +Note 7. Derivatives and Hedging Activities1 59 +Note 8. Investments 165 +Note 9. Loans1 68 +Note 10. Fair Value Option 177 +Note 11. Collateralized Agreements and Financings 179 +Note 12. OtherAssets 183 +Note 13. Deposits 187 +Note 14. Unsecured Borrowings 188 +Note 15. Other Liabilities 190 +Note 16. Securitization Activities1 91 +Note 17. Variable Interest Entities1 93 +Note 18. Commitments, Contingenciesand Guarantees 196 +Note 19. Shareholders’ Equity2 01 +Note 20. Regulation andCapital Adequacy2 03 +Note 21. Earnings Per Common Share 210 +Note 22. Transactions with AffiliatedFunds 210 +Note 23. Interest Incomeand Interest Expense 211 +Note 24. Income Taxes2 11 +Note 25. Business Segments2 14 +Note 26. Credit Concentrations 216 +Note 27. Legal Proceedings 216 +Note 28. Employee Benefit Plans 230 +Note 29. Employee Incentive Plans 231 +Note 30. Parent Company 233 +Page No. +Supplemental Financial Information 235 +Common Stock Performance2 35 +Statistical Disclosures2 35 +Item 9 +Changes in and Disagreements with Accountants on Accounting +and Financial Disclosure 240 +Item 9A +Controls and Procedures2 40 +Item 9B +Other Information 240 +Item 9C +Disclosure Regarding ForeignJurisdictions that Prevent Inspections 240 +PART III 240 +Item 10 +Directors, Executive Officers and Corporate Governance 240 +Item 11 +Executive Compensation 240 +Item 12 +Security Ownership of Certain Beneficial Owners and +Management and Related Stockholder Matters 241 +Item 13 +Certain Relationships and Related Transactions, and Director +Independence 241 +Item 14 +Principal Accountant Fees and Services 241 +PART IV 241 +Item 15 +Exhibit and Financial Statement Schedules2 41 +SIGNATURES 246 +Goldman Sachs 2023 Form10-K +The secret vegetable is a "mushroom". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_23.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..3703bc0720a029c7b94d39749c839a4dfa19886d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_23.txt @@ -0,0 +1,72 @@ +PART I +Item 1. Business +Introduction +Goldman Sachs is a leading global financial institution that +delivers a broad range of financial services to a large and +diversified client base that includes corporations, financial +institutions, governments and individuals. Our purpose is to +advance sustainable economic growth and financial +opportunity. Our goal, reflected in our OneGoldman Sachs +initiative, is to deliver the full range of our services and +expertise to support our clients in a more accessible, +comprehensive and efficient manner, across businesses and +product areas. +When we use the terms “Goldman Sachs,” “we,” “us,” “our” +and "the firm," we mean TheGoldman Sachs Group, Inc. +(Group Inc. or parent company), aDelaware corporation, +and its consolidated subsidiaries. Whenwe use the term “our +subsidiaries,” we mean the consolidated subsidiaries of +Group Inc. References to “this Form 10-K” are to our Annual +Report on Form 10-K for the year endedDecember 31, 2023. +All references to 2023, 2022 and 2021 refer to our years +ended, or the dates, as thecontext requires, December 31, +2023, December 31, 2022 and December 31, 2021, +respectively. +Group Inc. is a bank holding company (BHC) and a financial +holding company (FHC) regulated by the Board of Governors +of the Federal Reserve System (FRB). Our U.S. depository +institution subsidiary, Goldman Sachs Bank USA (GSBank +USA), is a NewYork State-charteredbank. +Our Business Segments +We manage and report our activities in three business +segments: Global Banking & Markets, Asset & Wealth +Management and Platform Solutions. Global Banking & +Markets generates revenues from investment banking fees, +including advisory, and equity and debt underwriting fees, +Fixed Income, Currency and Commodities (FICC) +intermediation and financing activities and Equities +intermediation and financing activities, as well as +relationship lending and acquisition financing (and related +hedges) and investing activities related to ourGlobal Banking +& Markets activities. Asset & Wealth Management generates +revenues from management and other fees, incentive fees, +private banking and lending, equity investments and debt +investments. Platform Solutions generates revenues from +consumer platforms, and transaction banking and other +platform businesses. +The chart below presents our three business segments and +their revenue sources. +Global Banking & Markets +Global Banking & Markets serves public and private sector +clients and we seek to develop and maintain long-term +relationships with a diverse global group of institutional +clients, including corporations, governments, states and +municipalities. Our goal is to deliver to our institutional +clients all of our resources in aseamless fashion, with our +advisory and underwriting activities serving as the main +initial point of contact. We makemarkets and facilitate client +transactions in fixed income, currency, commodity and +equity products and offer market expertise on a global basis. +In addition, we make markets in, and clear client transactions +on, major stock, options and futures exchanges worldwide. +Our clients include companies that raise capital and funding +to grow and strengthen their businesses, and engage in +mergers and acquisitions, divestitures, corporate defense, +restructurings and spin-offs, as well as companies that are +professional market participants, who buy and sell financial +products and manage risk, and investment entities whose +ultimate clients include individual investors investing for +their retirement,buying insuranceor saving surplus cash. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 1 +The secret instrument is a "drum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_24.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..c8d38490586f69b5967b6a60984b12f8fea7790e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_24.txt @@ -0,0 +1,97 @@ +As a market maker, we provide prices to clients globally +across thousands of products in all major asset classes and +markets. At times, we take the other side of transactions +ourselves if a buyer or seller is not readily available, and at +other times we connect our clients to other parties who want +to transact. Our willingness to make markets, commit capital +and take risk in a broad range of products is crucial to our +client relationships. Market makers provide liquidity and +play a critical role in price discovery,which contributes to the +overall efficiency of the capital markets. In connection with +our market-making activities,we maintain (i) market-making +positions, typically for a short period of time, in response to, +or in anticipation of, client demand, and (ii) positions to +actively manage our risk exposures that arise from these +market-making activities (collectively, inventory). +We execute a high volume of transactions for our clients in +large, highly liquid markets (such as markets for U.S. +Treasury securities, stocks and certain agency mortgage pass- +through securities). We also execute transactions for our +clients in less liquid markets (such as mid-cap corporate +bonds, emerging market currencies and certain non-agency +mortgage-backed securities) for spreads and fees that are +generally somewhat larger than those charged inmore liquid +markets. Additionally, we structure and execute transactions +involving customized or tailor-made products that address +our clients’ risk exposures, investment objectives or other +complex needs, as well as derivative transactions related to +client advisory and underwriting activities. +Through our global sales force, we maintain relationships +with our clients, receiving orders and distributing investment +research, trading ideas, market information and analysis. +Much of this connectivity between us and our clients is +maintained on technology platforms, includingMarquee, and +operates globally where markets are open for trading. +Marquee provides institutional investors with market +intelligence, risk analytics, proprietary datasets and trade +execution acrossmultiple asset classes. +Our businesses are supported by our Global Investment +Research business, which, as of December 2023, provided +fundamental research on approximately 3,000 companies +worldwide and on approximately 50 national economies, as +well as on industries, currencies andcommodities. +Our activities are organized by asset class and include both +“cash” and “derivative” instruments. “Cash” refers to trading +the underlying instrument (such as a stock, bond or barrel of +oil). “Derivative” refers to instruments that derive their value +from underlying asset prices, indices, reference rates and +other inputs, or a combination of these factors (such as an +option, which is the right or obligation to buy or sell a certain +bond, stock or other asset on a specified date in the future at +a certain price, or an interest rate swap, which is the +agreement to convert a fixed rate of interest into a floating +rate or vice versa). +Global Banking & Markets generates revenues from the +following: +Investment banking fees. We provide advisory and +underwriting services and help companies raise capital to +strengthen and growtheir businesses. +Investment banking fees includes the following: +• Advisory. We have been a leader for many years in +providing advisory services, including strategic advisory +assignments with respect to mergers and acquisitions, +divestitures, corporate defense activities, restructurings and +spin-offs. In particular, we help clients execute large, +complex transactions for which we provide multiple +services, including cross-border structuring expertise. We +also assist our clients in managing their asset and liability +exposures and their capital. +• Underwriting. We help companies raise capital to fund +their businesses. As a financial intermediary, our job is to +match the capital of our investing clients, who aim to grow +the savings of millions of people, with the needs of our +public and private sector clients, who need financing to +generate growth, create jobs and deliver products and +services. Our underwriting activities include public +offerings and private placements in both local and cross- +border transactions of a wide range of securities and other +financial instruments, including acquisition financing. +Underwriting consistsof the following: +Equity underwriting. We underwrite common stock, +preferred stock, convertible securities and exchangeable +securities. We regularly receive mandates for large, +complex transactions and have held a leading position in +worldwide public common stock offerings and worldwide +initial public offerings formany years. +Debt underwriting. We originate and underwrite various +types of debt instruments, including investment-grade and +high-yield debt, bank and bridge loans, including in +connection with acquisition financing, and emerging- and +growth-market debt, which may be issued by, among +others, corporate, sovereign, municipal and agency issuers. +In addition, we underwrite and originate structured +securities, which include mortgage-related securities and +other asset-backedsecurities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +2 Goldman Sachs 2023 Form 10-K +The secret object #2 is a "watch". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_25.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d057dd2a3343f0d6c76101898fbfb9da087bbc4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_25.txt @@ -0,0 +1,91 @@ +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 andother derivatives. +Credit Products. Investment-grade and high-yield +corporate securities, credit derivatives, exchange-traded +funds (ETFs), bank and bridge loans, municipal securities, +distressed debt andtrade claims. +Mortgages. Commercial mortgage-related securities, +loans and derivatives, residential mortgage-related +securities, loans and derivatives (including U.S. government +agency-issued collateralized mortgage obligations and +other securities and loans), and other asset-backed +securities, loans and derivatives. +Currencies. Currency options, spot/forwards and other +derivatives on G-10 currencies and emerging-market +products. +Commodities. Commodity derivatives and, to a lesser +extent, physical commodities, involving crude oil and +petroleum products, natural gas, agricultural, base, +precious and other metals, electricity, including renewable +power, environmental products and other commodity +products. +• FICC financing.Includes (i) secured lending toour clients +through structured credit and asset-backed lending, +including warehouse loans backed by mortgages (including +residential and commercial mortgage loans), corporate +loans and consumer loans (including auto loans and private +student loans), (ii) financing through securities purchased +under agreements to resell (resale agreements) and (iii) +commodity financing to clients through structured +transactions. +Equities. Equities generates revenues from intermediation +and financing activities. +• Equities intermediation. We make markets in equity +securities and equity-related products, including ETFs, +convertible securities, options, futures and over-the- +counter (OTC) derivative instruments. As a principal, we +facilitate client transactions by providing liquidity to our +clients, including by transacting in large blocks of stocks or +derivatives, requiring the commitment of our capital. +We also structure and make markets in derivatives on +indices, industry sectors, financialmeasures and individual +company stocks. We develop strategies and provide +information about portfoliohedging and restructuring and +asset allocation transactions for our clients. We also work +with our clients to create specially tailored instruments to +enable sophisticated investors to establish or liquidate +investment positions or undertake hedging strategies. We +are one of the leading participants in the trading and +development of equityderivative instruments. +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. We provide our clients with +access to a broad spectrumof equity execution services, +including electronic “low-touch” access and more complex +“high-touch” execution through both traditional and +electronic platforms. +• Equities financing. Includes prime financing, which +provides financing to our clients for their securities trading +activities through margin loans that are collateralized by +securities, cash or other collateral. Prime financing also +includes services which involve lending securities to cover +institutional clients’ short sales and borrowing securities to +cover our short sales and to make deliveries into the +market. We are also an active participant in broker-to- +broker securities lending and third-party agency lending +activities. In addition, we execute swap transactions to +provide our clients with exposure to securities and indices. +Financing activities also include portfolio financing, which +clients can utilize to manage their investment portfolios, +and other equity financing activities, including securities- +based loans to individuals. +Other. We lend to corporate clients, including through +relationship lending and acquisition financing. The hedges +related to this lending and financing activity are also reported +as part of Other. Other also includes equity and debt +investing activities related to our Global Banking & Markets +activities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 3 +The secret food is "fries". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_3.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..8bd83903ef0eaec244937f501016944912867423 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_3.txt @@ -0,0 +1,37 @@ +1 +Fellow Shareholders: +Twenty twenty-three was a year of +execution for Goldman Sachs. We took +swift, decisive action to refocus the +firm’s strategy while at the same time +strengthening our core businesses, and +I’m proud of the progress we made. +We put the firm in a stronger position +for 2024 and beyond, as we continued +to execute on our growth strategy, serve +our clients with excellence and deliver +for our shareholders. +As we enter 2024, our strategy is centered on our two core businesses, where we have proven our +“right to win” with our leadership positions, scale and exceptional talent, and as CEO, I am focused +on our three strategic objectives: +• + +Harness One Goldman Sachs to serve our clients with excellence. +• Run + +world-class, + +differentiated + +and + +durable + +businesses. +• + In +vest to operate at scale. +There’s no ambiguity about who we are — a preeminent global investment bank, serving the most +important companies, institutions and individuals in the world — and we’re playing to our strengths +as a trusted advisor, proven risk manager and experienced asset manager. +The secret shape is a "star". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_4.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..c9fe2a7340c0d8f8cbafd63d1e82549064cada80 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_4.txt @@ -0,0 +1,20 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +John Waldron +President + +and + +Chief + +Operating + +Officer +David Solomon +Chairman and Chief Executive Officer +Denis Coleman +Chief + +Financial + +Officer +The secret clothing is a "dress". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_5.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a936844ed60d269e4d607f9ded88920726644c8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_5.txt @@ -0,0 +1,96 @@ +3 +Enhancing the Strength +of Our Franchise +One reason I’m excited about the future is +the strength of our core franchise. We have two +world-class and interconnected businesses: +Global Banking & Markets, which comprises our +top-ranked investment bank1 as well as FICC and +Equities, and Asset & Wealth Management, a +leading global active asset manager with a top 5 +alternatives business2 and a premier ultra–high +net worth wealth management franchise. +Over the past year, we have continued to enhance +our franchise. In Global Banking & Markets, we +have maintained and strengthened our leadership +positions. We were #1 in Advisory net revenues for +the 21st year in a row as well as #1 in equity and +equity-related underwriting volumes and #2 in high- +yield debt volumes.3 We were also #1 in Equities +and a top 3 player in FICC,4 where we achieved our +second-highest net revenue year since 2010. +It’s clear that our One Goldman Sachs operating ethos +and client-centric approach are having an impact. +In Global Banking & Markets, we have increased our +wallet share by nearly 350 basis points since 2019,5 +and in FICC and Equities, we are in the top 3 with +117 of the top 150 clients — up from 77 in 2019.6 +In + +addition, + +since + +2019, + +our + +financing + +revenues + +a +cross FICC and Equities have grown at a 15 percent +compounded annual growth rate to a record of +nearly $8 billion in 2023. +Global Banking & Markets +• Strengthened + +client + +franchise + +with + +growth + +in + +wallet + +share + +since + +2019 +• Record + +financing + +revenues + +across + +FICC + +and + +Equities +Asset & Wealth Management +• + Gr +ew more durable revenues and achieved new record for Management and other fees +• + R +educed historical principal investments7 and surpassed alternatives fundraising target +Solid Progress on Execution Priorities in 2023 +David Solomon + “ Over the past year, +we have continued to +enhance our franchise. + ... It’s clear that our +One Goldman Sachs +operating ethos and +client-centric approach +are having an impact.” +The secret animal #2 is a "koala". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_6.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..6b2b8fa884899bb6560959de2d9b30cab70934cc --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_6.txt @@ -0,0 +1,2 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The secret office supply is an "envelope". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_7.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..729a3c408b66d325ebe0fcfe3a785a64c1a5600a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_7.txt @@ -0,0 +1,6 @@ +David Solomon +5 + “2023 was a year +of execution for +Goldman Sachs.” +The secret animal #5 is a "rabbit". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_8.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..df0d519d134b2e40c5cca4066706816a17da57fd --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_8.txt @@ -0,0 +1,153 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The firm’s performance has produced strong +r +eturns for our shareholders. Over the past +five + +years, + +book + +value + +per + +share + +has + +grown + +by +appr +oximately + +50 percent, + +our + +stock + +price + +has + +risen +b +y approximately 130 percent (compared to a +peer average of approximately 60 percent) and our +quarterly dividend has more than tripled. +For 2024, we’re focused on our execution priorities, +which are highlighted in the table below. We believe +our strategic objectives and these focus areas will +help us achieve our desired outcomes: +• + T +o continue to be a trusted advisor to our clients; +• + T +o be an employer of choice for our people; and +• + T +o generate mid-teens returns through the cycle +and strong total shareholder return. +I am now hearing consistently that our strategy +has never been clearer, and I’m proud to say that’s +a direct result of everything we achieved in 2023. +In Asset & Wealth Management, we have continued +to grow our more durable revenue base. Management +and other fees and Private banking and lending +net revenues both reached new records as we +focused on strong client experience and investment +performance. +I am also proud to report that, since 2019, we have +raised over $250 billion in alternatives, surpassing +our $225 billion target a year early. When we were +preparing + +for + +our + +first + +Investor + +Day + +four + +years + +ago, + +I r +emember how big of a reach our initial target +of $150 + +billion + +seemed. + +To + +surpass + +both + +our + +original + +and our higher +, revised target one year ahead of +schedule demonstrates the power of our platform. +2024 Execution Focus Areas +• Enhanc e client experience +• + Gr +ow wallet share +• + +Drive investment +performance +• Gr ow more durable +revenue streams +• + In +vest in people & culture +• A chieve agility, scale, efficiency +and engineering excellence +• + Optimiz +e resource allocation +• + Maintain and s +trengthen focus +on risk management +~60% +Peer average stock price +increase + +over + +last + +five + +years +~130% +Goldman Sachs stock price +increase + +over + +last + +five + +years +Producing Strong +Returns for Our +Shareholders8 +The secret fruit is a "grape". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_9.txt b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..df89f63edcb36636f415195262d251c269f77b78 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_25Pages/Text_TextNeedles/GoldmanSachs_25Pages_TextNeedles_page_9.txt @@ -0,0 +1,2 @@ +7 +The secret animal #4 is a "horse". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_1.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..f52d39082fa558ad6afe6141b9f932ce51dc182d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_1.txt @@ -0,0 +1,4 @@ +Annual Report +2023 +THE GOLDMAN SACHS GROUP , INC. +The secret flower is "lavender". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_10.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..d0fe5b4b2f7a00578ef468415022326e0ca00fb2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_10.txt @@ -0,0 +1,206 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Navigating a Dynamic +Environment +Another reason I’m optimistic about 2024 +is + +that + +the firm + +stands + +to + +benefit + +as + +capital + +m +arkets rebound. + +Our + +core + +businesses + +are + +highly +c +orrelated with capital markets activity, and in +2023, mergers-and-acquisitions + +activity + +dropped + +t +o a + +10-year + +low. +After + +years + +of + +easy + +monetary + +policy + +and + +fiscal + +s +timulus, economic conditions tightened at the +fastest rate in 40 years, and yet there was not +a recession. + +The + +U.S. + +economy + +has + +proven + +more + +r +esilient than expected, and markets are predicting +rate + +cuts, + +though + +I + +think + +inflation + +may + +prove +s +tickier than + +many + +anticipate. + +Either + +way, + +the + +cost +of capital is no +w materially higher, and markets +are adjusting. +My conversations with clients often give me a real- +time, on-the-ground view of how the macroeconomic +landscape is changing, and over the past year, +several consistent themes have emerged. Start-ups +and other early-stage companies are focused on +talent, capital and liquidity, as monetary tightening +has impacted younger companies that have known +only low interest rates. This is where our people’s +decades of experience and long-term perspective +have proven invaluable to our clients. +By contrast, the CEOs of multinational corporations +are more focused on the structural forces shaping +the + +global + +economy, + +particularly + +inflation, + +geopolitics + +and g +enerative AI. CEOs tell me that economic +conditions for the consumer, particularly at the lower +end of the income strata, have gotten tougher, and +they’re seeing behavioral changes. But the Fed +now has room to ease if economic conditions start +to decline. +There’s no question that generative AI is going to +disrupt a wide range of industries. But I believe +it’s important + +to + +keep + +perspective. + +Some + +predict + +that +AI c +ode generation tools could increase developer +productivity from 20 to 45 percent,9 and the pace of +change in research and development is increasing at a +remarkable rate. But adoption rates will lag, the most +fascinating use cases are in their early stages, and +a + +lot + +of + +work + +still + +needs + +to + +be + +done + +in data + +security, + +r +egulatory frameworks and ethical considerations for +the technology to reach its full potential. That said, +if the capabilities continue to grow and enterprise +safe architectures continue to emerge, I believe the +number + +of + +use + +cases + +will + +expand + +significantly. +The secret animal #2 is a "koala". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_11.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..107950e7134b075a1edd0cda8582ea10cdc44e4c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_11.txt @@ -0,0 +1,334 @@ +9 +Never far from our minds is geopolitics, particularly +the + +three + +flashpoints + +of + +Ukraine, + +the + +Middle + +East + +and + +China. + +Looking + +at + +China + +specifically, + +CEOs + +are + +deba +ting whether and how to shift their supply +chains, + +though + +China’s + +economy + +and + +the + +U.S.’s + +will + +c +ontinue + +to + +be + +significantly + +intertwined. + +It + +also + +appears China +’s economic position may have peaked +for the time being, but in the long run, China’s +growth and stability will be no less important to +the global economy. +Regulatory Landscape +Clients and investors are also concerned about +the regulatory + +environment. +One + +effort + +in + +particular + +has + +come + +under + +scrutiny. + + +In + +2023, + +U.S. + +regulators + +unveiled + +a + +proposal + +to + + +raise capital requirements for large banks known +as Basel III reforms. We believe strongly in preserving +and enhancing the safety and soundness of the +financial + +system, + +but + +in + +our + +view + +the + +proposal + + +would hurt economic activity without improving +financial + +stability. + +It + +would + +also + +result + +in + +several + +unint +ended consequences. +First, we believe the cost of credit would go up for +many of our clients, ranging from manufacturers to +energy companies to retirement savers, and they +would likely pass on those higher costs to consumers. +For example, we would need to hold in reserve +substantially more capital for common transactions +we make with pension funds that improve their +returns for retirees. +Second, we believe the proposal would hurt U.S. +c +ompetitiveness. + +U.S. + +regulators + +did + +not + +provide + +man +y + +of + +the + +same + +flexibilities + +that + +European + +r +egulators + +did + +for + +their + +banks. + +As + +a + +result, + +U.S. + +banks +will be less able t +o provide credit and liquidity to +clients, and costs will rise. +Third, we believe the proposal would drive credit +and lending + +activity + +out + +of + +the + +regulated + +banking +sec +tor and into unregulated parts of the economy. +Because regulators have far less visibility into these +sectors, we could see a buildup of risks that could +ultimately + +lead + +to + +financial + +shocks. + +In + +addition, + +r +egulators have found that these so-called shadow +banks + +can + +pull + +back + +significantly + +during + +periods + +of s +tress, + +which + +further + +decreases + +market + +liquidity. +We have been active in advocating for major +revisions to the proposal, and we are not alone. +According to public analysis, over 97 percent of +comment letters expressed substantial concerns +with at least one important aspect of the proposal.10 +Many public and private companies, pension funds, +and investing institutions argued it would reduce +access to credit, make it harder to manage risks and +harm capital markets. +A + +sound + +and + +safe + +financial + +system + +is + +critical + +to + +the + +f +unctioning + +of + +the + +U.S. + +economy, + +but + +we + +believe + +this + +pr +oposal does not adequately serve the interests +of the + +broader + +public + +and + +must + +be + +revised. +The secret office supply is an "envelope". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_12.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..25bb66c16cabf2bac723db94c027c638f9a1c440 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_12.txt @@ -0,0 +1 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_13.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..84bf910815554b7121eac6ea458a9d6035ac05ac --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_13.txt @@ -0,0 +1,10 @@ + “There’s no +ambiguity about +who we are — +a preeminent +global investment +bank — and +we’re playing to +our strengths.” +11 +David Solomon \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_14.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..662e226a1948dbf213d6db877caedaba74a7212d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_14.txt @@ -0,0 +1,174 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Investing in Our Culture +In 2023, we made a significant commitment to +r +einvest in one of our biggest competitive advantages: +our culture. +Built upon our core values of partnership, client +service, integrity and excellence, our culture is what +defines + +us, + +it + +is + +our + +identity + +and + +it + +is + +at + +the + +heart + +of + +our c +ommercial success. +In the aftermath of the pandemic and the further +strains of a changing world, we launched the Cultural +Stewardship Program to reinforce our individual +and collective + +responsibility + +to + +protect + +and + +enhance + +our cultur +e. Between late 2022 and early 2024, I met +with almost all of our partners in 19 sessions, where +we discussed what makes our culture special. +There was widespread agreement that ours is a +collaborative culture, and by “collaborative” I don’t +mean simply that we work together in an appropriate +manner, but also that we provide mutual support +in achieving + +shared + +goals + +and + +outcomes. + +Our + +culture + +emphasiz +es teamwork, trust and respect for others’ +perspectives and expertise. Most of all, it encourages +the + +free + +flow + +of + +ideas + +and + +the + +sharing + +of + +knowledge. + +In the pr +ocess, we create a feeling of belonging. +We are also a culture of apprenticeship. We teach +our colleagues who are just starting out in their +careers how to conduct our business and how to +engage with clients. But more importantly, each of us +has + +an + +obligation + +to + +pass + +down + +the + +values + +that + +define + +wha +t it means to be a Goldman Sachs professional. +And that comes through our demonstrated actions: +how + +we + +handle + +ourselves + +in + +difficult + +moments, + +our + +thought pr +ocess, and our ability to resist short-term +thinking in order to maximize the client’s and the +firm’s + +long-term + +interests. +Throughout + +the + +firm, + +our + +people + +are + +passionate + +about our cultur +e and understand we must continue +to invest in it. After all, our culture fuels our success; +we can never take it for granted. + “Built upon our core values of partnership, +client service, integrity and excellence, +our culture is what defines us, it is our +identity and it is at the heart of our +commercial success.” +David Solomon +The secret animal #5 is a "rabbit". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_15.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..b1bd38b62a0800a4f6a80c34e21c5acffae52c7e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_15.txt @@ -0,0 +1 @@ +13 diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_16.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..eaa3d4cd26e48381e99bfc9df9dd728b2848805a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_16.txt @@ -0,0 +1,28 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +David Solomon +Chairman + +and + +Chief + +Executive + +Officer +The Y ear Ahead +In the year ahead, our focus is on +strengthening the firm by providing world- +class solutions for our clients as well as +investing in our culture and our people. +I’m confident that, if we continue to serve +our clients well, we will build on last year’s +progress and position the firm to deliver +strong returns for shareholders. The +changing environment and our streamlined +strategy are ushering in a new chapter for +the firm. When I think about the strength of +our market position, the depth and breadth +of our client franchise, and the caliber of +our people, I couldn’t be more excited about +the future of Goldman Sachs. +The secret fruit is a "grape". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_17.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..3ca71690e883597a0938ba8e346225ac46612c5d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_17.txt @@ -0,0 +1,351 @@ +15 +Goldman Sachs Business Principles +Our clients’ interests always +come first. +Our experience shows that if we serve our +clients well, our own success will follow. +Our assets are our people, +capital and reputation. +If any of these is ever diminished, the last is +the + +most + +difficult + +to + +restore. + +We + +are + +dedicated + +t +o complying fully with the letter and spirit +of the laws, rules and ethical principles that +govern us. Our continued success depends +upon unswerving adherence to this standard. +Our goal is to provide superior +returns to our shareholders. +Profitability + +is + +critical + +to + +achieving + +superior + +r +eturns, building our capital, and attracting and +keeping + +our + +best + +people. + +Significant + +employee + +s +tock ownership aligns the interests of our +employees and our shareholders. +We take great pride in the professional +quality of our work. +We have an uncompromising determination to +achieve excellence in everything we undertake. +Though we may be involved in a wide variety +and heavy volume of activity, we would, if it +came to a choice, rather be best than biggest. +We stress creativity and +imagination in everything we do. +While recognizing that the old way may still +be + +the + +best + +way, + +we + +constantly + +strive + +to + +find + +a + +bett +er solution to a client’s problems. We pride +ourselves on having pioneered many of the +practices and techniques that have become +standard in the industry. +We make an unusual effort to identify +and recruit the very best person for +every job. +Although our activities are measured in billions +of dollars, we select our people one by one. +In a + +service + +business, + +we + +know + +that + +without + +the + +bes +t + +people, + +we + +cannot + +be + +the + +best + +firm. +We offer our people the opportunity +to move ahead more rapidly than is +possible at most other places. +Advancement depends on merit and we have +yet + +to + +find + +the + +limits + +to + +the + +responsibility + +our bes +t + +people + +are + +able + +to + +assume. + +For + +us + +t +o + +be + +successful, + +our + +people + +must + +reflect + +the + +div +ersity of the communities and cultures +in which we operate. That means we must +attract, retain and motivate people from many +backgrounds and perspectives. Being diverse +is not optional; it is what we must be. +We stress teamwork in +everything we do. +While individual creativity is always +encouraged, + +we + +have + +found + +that + +team + +effort + +of +ten produces the best results. We have +no room for those who put their personal +interests + +ahead + +of + +the + +interests + +of + +the + +firm + + +and its clients. +The dedication of our people to the +firm and the intense effort they give their +jobs are greater than one finds in most +other organizations. +We think that this is an important +part of our success. +We consider our size an asset +that we try hard to preserve. +We want to be big enough to undertake the +largest project that any of our clients could +contemplate, yet small enough to maintain the +loyalty, the intimacy and the esprit de corps +that we all treasure and that contribute greatly +to our success. +We constantly strive to anticipate the +rapidly changing needs of our clients +and to develop new services to meet +those needs. +We + +know + +that + +the + +world + +of + +finance + +will + +not + +s +tand still and that complacency can lead +to extinction. +We regularly receive confidential +information as part of our normal +client relationships. +To + +breach + +a + +confidence + +or + +to + +use + +confidential + +inf +ormation improperly or carelessly would +be unthinkable. +Our business is highly competitive, +and we aggressively seek to expand our +client relationships. +However, we must always be fair competitors +and + +must + +never + +denigrate + +other + +firms. +Integrity and honesty are at the +heart of our business. +We expect our people to maintain high +ethical standards + +in + +everything + +they + +do, + +both + +in + +their + +work + +for + +the + +firm + +and + +in + +their + +personal liv +es. +Our Purpose +We aspire to be the world’s most exceptional financial institution, united by our shared values of partnership, +client ser +vice, integrity and excellence. +Partnership IntegrityClient +Service +Excellence +Our Core Values +We distilled our Business Principles into four core values that inform everything we do: \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_18.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..a3cdc6e44e9423f82b1e9f6c5a38155952fd58f7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_18.txt @@ -0,0 +1,581 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +NOTES ABOUT THE LETTER TO SHAREHOLDERS +Forward-Looking Statements +This + +letter + +contains + +forward-looking + +statements, + +including + +statements + +about + +our + +financial + +targets, + +business + +initiatives, + +capital + +markets +and M&A + +activity + +levels, + +the + +impact + +of + +AI + +on + +productivity, + +the + +potential + +impact + +of + +changes + +to + +U.S. + +regulatory + +capital + +rules, + +and + +interest + +rate + +and + +inflation + +tr +ends. + +You + +should + +read + +the + +cautionary + +notes + +on + +forward-looking + +statements + +in + +our + +Form + +10-K + +for + +the + +period + +ended + +December + +31, + +2023. + +For + +information + +about + +some + +of + +the + +risks + +and + +important + +factors + +that + +could + +affect + +the + +firm’s + +future + +results + +and + +the + +forward-looking + +statements, + +see + +“Risk Factors” + +in + +Part + +I, + +It +em + +1A + +of + +the + +firm’s + +Annual + +Report + +on + +Form + +10-K + +for + +the + +year + +ended + +December + +31, + +2023. +1. Based + +on + +cumulative + +publicly + +disclosed + +Investment + +Banking + +revenues + +from + +2020 + +to + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(thr +ough 2022). +2. R +ankings + +as + +of + +4Q23. + +Peer + +data + +compiled + +from + +publicly + +available + +company + +filings, + +earnings + +releases + +and + +supplements, + +and + +websites, + +as + +well + +as + +eV +estment + +databases + +and + +Morningstar + +Direct. + +GS + +total + +Alternatives + +investments + +of + +$485 + +billion + +as + +of + +4Q23 + +includes + +$295 + +billion + +of + +Alternatives + + +assets + +under + +supervision + +(AUS) + +and + +$190 + +billion + +of + +non-fee-earning + +Alternatives + +assets. +3. + R +anking for Advisory net revenues based on reported revenues (2003–2023). Ranking for equity and equity-related and high-yield debt +underwriting + +volumes + +are + +per + +Dealogic + +(January + +1, + +2023, + +through + +December + +31, + +2023). +4. Based + +on + +publicly + +disclosed + +FICC + +and + +Equities + +revenues + +for + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS. +5. R +evenue + +wallet + +share + +since + +Investor + +Day + +2020 + +(2023 + +vs. + +2019). + +Based + +on + +reported + +revenues + +for + +Advisory, + +Equity + +underwriting, + +Debt + +underwriting, + +FIC +C + +and + +Equities. + +Total + +wallet + +includes + +GS, + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(through + +2022). +6. + Sour +ce: Top 150 client list and rankings compiled by GS through Client Ranking / Scorecard / Feedback and / or Coalition Greenwich 1H23 and +FY19 Institutional Client Analytics ranking. +7. His +torical + +principal + +investments + +include + +consolidated + +investment + +entities + +and + +other + +legacy + +investments + +the + +firm + +intends + +to + +exit + +over + +the + +medium + + +term (medium term refers to a 3–5-year time horizon from year-end 2022). +8. Fiv +e-year + +stock + +price + +return + +as + +of + +December + +31, + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C. +9. + M +cKinsey & Company. “The economic potential of generative AI: The next productivity frontier.” June 14, 2023. +10. + La +tham & Watkins, LLP . “The Basel III Endgame Proposal: Public Comments Snapshots.” February 2, 2024. +The secret animal #4 is a "horse". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_19.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..ce40c2bd6d2ae1d2503113438aa2fe77020484b7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_19.txt @@ -0,0 +1,59 @@ +UNITED STATES SECURITIES ANDEXCHANGE COMMISSION +Washington, D.C. 20549 +Form 10-K +ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF +THE SECURITIESEXCHANGE ACT OF 1934 +For the fiscal yearended December 31, 2023 Commission File Number: 001-14965 +The Goldman Sachs Group,Inc. +(Exact name of registrant as specified in its charter) +Delaware 13-4019460 +(State or otherjurisdiction of +incorporation or organization) +(I.R.S. Employer +Identification No.) +200 West Street, New York, NY 10282 +(Address of principalexecutive offices)( Zip Code) +(212) 902-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant toSection 12(b) ofthe Act: +Title of each class +Trading +Symbol +Exchange +on which +registered +Common stock, par value$.01 per share GS NYSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series AG S PRAN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series CG S PRCN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series DG S PRDN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series KG S PRKN YSE +5.793% Fixed-to-Floating Rate Normal AutomaticPreferred Enhanced Capital Securities of Goldman Sachs Capital II GS/43PEN YSE +Floating Rate Normal AutomaticPreferred Enhanced Capital Securitiesof Goldman Sachs Capital III GS/43PFN YSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue March2031 of GS Finance Corp.GS/ 31B NYSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue May 2031of GS Finance Corp.G S/31X NYSE +Securities registered pursuant toSection 12(g) ofthe Act: None +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No +Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the +preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 +days. ☒ Yes ☐ No +Indicate by check mark whether the registranthas submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T +(§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). ☒ Yes ☐ No +Indicate by check markwhether theregistrant is a large acceleratedfiler, an accelerated filer, anon-accelerated filer, asmaller reporting company, or an emerging growth +company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the +Exchange Act. +Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ +If an emerging growth company, indicate by check markif the registrant has elected not touse the extended transition period for complying with any new or revised +financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. ☐ +Indicate by check markwhether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial +reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm thatprepared or issued its audit report. ☒ +If securities are registered pursuant to Section 12(b) of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the +correction ofan error topreviously issued financial statements. ☒ +Indicate by check markwhether anyof those errorcorrections are restatements that required a recovery analysisof incentive-based compensation received by any of the +registrant’s executive officers during the relevant recovery period pursuant to§ 240.10D-1(b). ☐ +Indicate by check mark whether the registrantis a shellcompany (asdefined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No +As of June 30, 2023, the aggregate market value of the common stock of the registrantheld by non-affiliates of the registrant was approximately $106.2billion. +As of February 9, 2024,there were 325,562,747 shares of the registrant’s common stock outstanding. +Documents incorporated by reference: Portions ofThe Goldman Sachs Group, Inc.’s Proxy Statement forits 2024 Annual Meeting of Shareholders areincorporated by +reference in the Annual Report on Form 10-Kin response toPart III, Items 10, 11, 12, 13 and 14. +The secret object #3 is a "plate". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_2.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_20.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_21.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..894af3bb7774e007eebb72baff6b99cf6579fc61 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_21.txt @@ -0,0 +1,64 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +ANNUAL REPORT ONFORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER31, 2023 +INDEX +Form 10-K Item Number Page No. +PART I 1 +Item 1 +Business 1 +Introduction 1 +Our Business Segments 1 +Global Banking & Markets 1 +Asset & Wealth Management 4 +Platform Solutions 5 +Business Continuity and Information Security5 +Human Capital Management 5 +Sustainability 7 +Competition 9 +Regulation 10 +Information about our Executive Officers 27 +Available Information2 8 +Forward-Looking Statements2 8 +Item 1A +Risk Factors 31 +Item 1B +Unresolved Staff Comments 60 +Item 1C +Cybersecurity 60 +Item 2 +Properties 60 +Item 3 +Legal Proceedings 60 +Item 4 +Mine Safety Disclosures 60 +PART II 61 +Item 5 +Market for Registrant's Common Equity, Related Stockholder +Matters and Issuer Purchases of Equity Securities 61 +Page No. +Item 7 +Management’s Discussion and Analysis of Financial Condition +and Results of Operations 62 +Introduction 62 +Executive Overview6 3 +Business Environment 64 +Critical Accounting Policies6 4 +Use of Estimates6 6 +Recent Accounting Developments 67 +Results of Operations 68 +Balance Sheet and Funding Sources 83 +Capital Management and Regulatory Capital 86 +Regulatory and Other Matters 92 +Off-Balance Sheet Arrangements 92 +Risk Management 93 +Overview and Structure of Risk Management 93 +Liquidity Risk Management 97 +Market Risk Management 104 +Credit Risk Management 109 +Operational Risk Management1 18 +Cybersecurity Risk Management 120 +Model Risk Management 121 +Other Risk Management 122 +Item 7A +Quantitative and Qualitative Disclosures About Market Risk 124 +Goldman Sachs 2023 Form 10-K +The secret drink is "milk". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_22.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..d76d051bb9055bd03f36d54add8d66d838cbdb88 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_22.txt @@ -0,0 +1,75 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +INDEX +Page No. +Item 8 +Financial Statements and Supplementary Data 124 +Management’s Report on Internal Control over Financial Reporting 124 +Report of Independent Registered PublicAccounting Firm 125 +Consolidated Financial Statements 128 +Consolidated Statements of Earnings 128 +Consolidated Statements of Comprehensive Income 128 +Consolidated BalanceSheets1 29 +Consolidated Statements of Changes in Shareholders’ Equity1 30 +Consolidated Statements of Cash Flows 131 +Notes to Consolidated Financial Statements1 32 +Note 1. Descriptionof Business 132 +Note 2. Basis of Presentation 133 +Note 3.Significant Accounting Policies 133 +Note 4. Fair Value Measurements1 39 +Note 5. Fair Value Hierarchy 144 +Note 6. Trading Assets and Liabilities1 58 +Note 7. Derivatives and Hedging Activities1 59 +Note 8. Investments 165 +Note 9. Loans1 68 +Note 10. Fair Value Option 177 +Note 11. Collateralized Agreements and Financings 179 +Note 12. OtherAssets 183 +Note 13. Deposits 187 +Note 14. Unsecured Borrowings 188 +Note 15. Other Liabilities 190 +Note 16. Securitization Activities1 91 +Note 17. Variable Interest Entities1 93 +Note 18. Commitments, Contingenciesand Guarantees 196 +Note 19. Shareholders’ Equity2 01 +Note 20. Regulation andCapital Adequacy2 03 +Note 21. Earnings Per Common Share 210 +Note 22. Transactions with AffiliatedFunds 210 +Note 23. Interest Incomeand Interest Expense 211 +Note 24. Income Taxes2 11 +Note 25. Business Segments2 14 +Note 26. Credit Concentrations 216 +Note 27. Legal Proceedings 216 +Note 28. Employee Benefit Plans 230 +Note 29. Employee Incentive Plans 231 +Note 30. Parent Company 233 +Page No. +Supplemental Financial Information 235 +Common Stock Performance2 35 +Statistical Disclosures2 35 +Item 9 +Changes in and Disagreements with Accountants on Accounting +and Financial Disclosure 240 +Item 9A +Controls and Procedures2 40 +Item 9B +Other Information 240 +Item 9C +Disclosure Regarding ForeignJurisdictions that Prevent Inspections 240 +PART III 240 +Item 10 +Directors, Executive Officers and Corporate Governance 240 +Item 11 +Executive Compensation 240 +Item 12 +Security Ownership of Certain Beneficial Owners and +Management and Related Stockholder Matters 241 +Item 13 +Certain Relationships and Related Transactions, and Director +Independence 241 +Item 14 +Principal Accountant Fees and Services 241 +PART IV 241 +Item 15 +Exhibit and Financial Statement Schedules2 41 +SIGNATURES 246 +Goldman Sachs 2023 Form10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_23.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..78a79542526d4109076457259e02a87973349f75 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_23.txt @@ -0,0 +1,72 @@ +PART I +Item 1. Business +Introduction +Goldman Sachs is a leading global financial institution that +delivers a broad range of financial services to a large and +diversified client base that includes corporations, financial +institutions, governments and individuals. Our purpose is to +advance sustainable economic growth and financial +opportunity. Our goal, reflected in our OneGoldman Sachs +initiative, is to deliver the full range of our services and +expertise to support our clients in a more accessible, +comprehensive and efficient manner, across businesses and +product areas. +When we use the terms “Goldman Sachs,” “we,” “us,” “our” +and "the firm," we mean TheGoldman Sachs Group, Inc. +(Group Inc. or parent company), aDelaware corporation, +and its consolidated subsidiaries. Whenwe use the term “our +subsidiaries,” we mean the consolidated subsidiaries of +Group Inc. References to “this Form 10-K” are to our Annual +Report on Form 10-K for the year endedDecember 31, 2023. +All references to 2023, 2022 and 2021 refer to our years +ended, or the dates, as thecontext requires, December 31, +2023, December 31, 2022 and December 31, 2021, +respectively. +Group Inc. is a bank holding company (BHC) and a financial +holding company (FHC) regulated by the Board of Governors +of the Federal Reserve System (FRB). Our U.S. depository +institution subsidiary, Goldman Sachs Bank USA (GSBank +USA), is a NewYork State-charteredbank. +Our Business Segments +We manage and report our activities in three business +segments: Global Banking & Markets, Asset & Wealth +Management and Platform Solutions. Global Banking & +Markets generates revenues from investment banking fees, +including advisory, and equity and debt underwriting fees, +Fixed Income, Currency and Commodities (FICC) +intermediation and financing activities and Equities +intermediation and financing activities, as well as +relationship lending and acquisition financing (and related +hedges) and investing activities related to ourGlobal Banking +& Markets activities. Asset & Wealth Management generates +revenues from management and other fees, incentive fees, +private banking and lending, equity investments and debt +investments. Platform Solutions generates revenues from +consumer platforms, and transaction banking and other +platform businesses. +The chart below presents our three business segments and +their revenue sources. +Global Banking & Markets +Global Banking & Markets serves public and private sector +clients and we seek to develop and maintain long-term +relationships with a diverse global group of institutional +clients, including corporations, governments, states and +municipalities. Our goal is to deliver to our institutional +clients all of our resources in aseamless fashion, with our +advisory and underwriting activities serving as the main +initial point of contact. We makemarkets and facilitate client +transactions in fixed income, currency, commodity and +equity products and offer market expertise on a global basis. +In addition, we make markets in, and clear client transactions +on, major stock, options and futures exchanges worldwide. +Our clients include companies that raise capital and funding +to grow and strengthen their businesses, and engage in +mergers and acquisitions, divestitures, corporate defense, +restructurings and spin-offs, as well as companies that are +professional market participants, who buy and sell financial +products and manage risk, and investment entities whose +ultimate clients include individual investors investing for +their retirement,buying insuranceor saving surplus cash. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 1 +The secret object #5 is a "candle". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_24.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..16a2e8af0ff28b3e0ee1a3b2b82410ca31c25e48 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_24.txt @@ -0,0 +1,96 @@ +As a market maker, we provide prices to clients globally +across thousands of products in all major asset classes and +markets. At times, we take the other side of transactions +ourselves if a buyer or seller is not readily available, and at +other times we connect our clients to other parties who want +to transact. Our willingness to make markets, commit capital +and take risk in a broad range of products is crucial to our +client relationships. Market makers provide liquidity and +play a critical role in price discovery,which contributes to the +overall efficiency of the capital markets. In connection with +our market-making activities,we maintain (i) market-making +positions, typically for a short period of time, in response to, +or in anticipation of, client demand, and (ii) positions to +actively manage our risk exposures that arise from these +market-making activities (collectively, inventory). +We execute a high volume of transactions for our clients in +large, highly liquid markets (such as markets for U.S. +Treasury securities, stocks and certain agency mortgage pass- +through securities). We also execute transactions for our +clients in less liquid markets (such as mid-cap corporate +bonds, emerging market currencies and certain non-agency +mortgage-backed securities) for spreads and fees that are +generally somewhat larger than those charged inmore liquid +markets. Additionally, we structure and execute transactions +involving customized or tailor-made products that address +our clients’ risk exposures, investment objectives or other +complex needs, as well as derivative transactions related to +client advisory and underwriting activities. +Through our global sales force, we maintain relationships +with our clients, receiving orders and distributing investment +research, trading ideas, market information and analysis. +Much of this connectivity between us and our clients is +maintained on technology platforms, includingMarquee, and +operates globally where markets are open for trading. +Marquee provides institutional investors with market +intelligence, risk analytics, proprietary datasets and trade +execution acrossmultiple asset classes. +Our businesses are supported by our Global Investment +Research business, which, as of December 2023, provided +fundamental research on approximately 3,000 companies +worldwide and on approximately 50 national economies, as +well as on industries, currencies andcommodities. +Our activities are organized by asset class and include both +“cash” and “derivative” instruments. “Cash” refers to trading +the underlying instrument (such as a stock, bond or barrel of +oil). “Derivative” refers to instruments that derive their value +from underlying asset prices, indices, reference rates and +other inputs, or a combination of these factors (such as an +option, which is the right or obligation to buy or sell a certain +bond, stock or other asset on a specified date in the future at +a certain price, or an interest rate swap, which is the +agreement to convert a fixed rate of interest into a floating +rate or vice versa). +Global Banking & Markets generates revenues from the +following: +Investment banking fees. We provide advisory and +underwriting services and help companies raise capital to +strengthen and growtheir businesses. +Investment banking fees includes the following: +• Advisory. We have been a leader for many years in +providing advisory services, including strategic advisory +assignments with respect to mergers and acquisitions, +divestitures, corporate defense activities, restructurings and +spin-offs. In particular, we help clients execute large, +complex transactions for which we provide multiple +services, including cross-border structuring expertise. We +also assist our clients in managing their asset and liability +exposures and their capital. +• Underwriting. We help companies raise capital to fund +their businesses. As a financial intermediary, our job is to +match the capital of our investing clients, who aim to grow +the savings of millions of people, with the needs of our +public and private sector clients, who need financing to +generate growth, create jobs and deliver products and +services. Our underwriting activities include public +offerings and private placements in both local and cross- +border transactions of a wide range of securities and other +financial instruments, including acquisition financing. +Underwriting consistsof the following: +Equity underwriting. We underwrite common stock, +preferred stock, convertible securities and exchangeable +securities. We regularly receive mandates for large, +complex transactions and have held a leading position in +worldwide public common stock offerings and worldwide +initial public offerings formany years. +Debt underwriting. We originate and underwrite various +types of debt instruments, including investment-grade and +high-yield debt, bank and bridge loans, including in +connection with acquisition financing, and emerging- and +growth-market debt, which may be issued by, among +others, corporate, sovereign, municipal and agency issuers. +In addition, we underwrite and originate structured +securities, which include mortgage-related securities and +other asset-backedsecurities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +2 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_25.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..52d536dafca9480befe33bb145f399101357db15 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_25.txt @@ -0,0 +1,90 @@ +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 andother derivatives. +Credit Products. Investment-grade and high-yield +corporate securities, credit derivatives, exchange-traded +funds (ETFs), bank and bridge loans, municipal securities, +distressed debt andtrade claims. +Mortgages. Commercial mortgage-related securities, +loans and derivatives, residential mortgage-related +securities, loans and derivatives (including U.S. government +agency-issued collateralized mortgage obligations and +other securities and loans), and other asset-backed +securities, loans and derivatives. +Currencies. Currency options, spot/forwards and other +derivatives on G-10 currencies and emerging-market +products. +Commodities. Commodity derivatives and, to a lesser +extent, physical commodities, involving crude oil and +petroleum products, natural gas, agricultural, base, +precious and other metals, electricity, including renewable +power, environmental products and other commodity +products. +• FICC financing.Includes (i) secured lending toour clients +through structured credit and asset-backed lending, +including warehouse loans backed by mortgages (including +residential and commercial mortgage loans), corporate +loans and consumer loans (including auto loans and private +student loans), (ii) financing through securities purchased +under agreements to resell (resale agreements) and (iii) +commodity financing to clients through structured +transactions. +Equities. Equities generates revenues from intermediation +and financing activities. +• Equities intermediation. We make markets in equity +securities and equity-related products, including ETFs, +convertible securities, options, futures and over-the- +counter (OTC) derivative instruments. As a principal, we +facilitate client transactions by providing liquidity to our +clients, including by transacting in large blocks of stocks or +derivatives, requiring the commitment of our capital. +We also structure and make markets in derivatives on +indices, industry sectors, financialmeasures and individual +company stocks. We develop strategies and provide +information about portfoliohedging and restructuring and +asset allocation transactions for our clients. We also work +with our clients to create specially tailored instruments to +enable sophisticated investors to establish or liquidate +investment positions or undertake hedging strategies. We +are one of the leading participants in the trading and +development of equityderivative instruments. +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. We provide our clients with +access to a broad spectrumof equity execution services, +including electronic “low-touch” access and more complex +“high-touch” execution through both traditional and +electronic platforms. +• Equities financing. Includes prime financing, which +provides financing to our clients for their securities trading +activities through margin loans that are collateralized by +securities, cash or other collateral. Prime financing also +includes services which involve lending securities to cover +institutional clients’ short sales and borrowing securities to +cover our short sales and to make deliveries into the +market. We are also an active participant in broker-to- +broker securities lending and third-party agency lending +activities. In addition, we execute swap transactions to +provide our clients with exposure to securities and indices. +Financing activities also include portfolio financing, which +clients can utilize to manage their investment portfolios, +and other equity financing activities, including securities- +based loans to individuals. +Other. We lend to corporate clients, including through +relationship lending and acquisition financing. The hedges +related to this lending and financing activity are also reported +as part of Other. Other also includes equity and debt +investing activities related to our Global Banking & Markets +activities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 3 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_26.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..d0e7c13d32bab7e0a57bade9ab8b8af865343683 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_26.txt @@ -0,0 +1,104 @@ +Asset & Wealth Management +Asset & Wealth Management provides investment services to +help clients preserve and grow their financial assets and +achieve their financial goals. We provide these services to our +clients, both institutional and individuals, including investors +who primarily access our products through a network of +third-party distributors around theworld. +We manage client assets across a broad range of investment +strategies and asset classes, including equity, fixed income +and alternative investments. Alternative investments +primarily includes hedge funds, credit funds, private equity, +real estate, currencies, commodities and asset allocation +strategies. Our investment offerings include thosemanaged +on a fiduciary basis by our portfolio managers, as well as +those managed by third-party managers. We offer our +investment solutions in a variety of structures, including +separately managed accounts, mutual funds, private +partnerships and other commingled vehicles. +We also provide customized investment advisory solutions +designed to address our clients’ investment needs. These +solutions begin with identifying clients’ objectives and +continue through portfolio construction, ongoing asset +allocation and risk management and investmentrealization. +We draw from a variety of third-party managers, as wellas +our proprietary offerings, to implement solutions forclients. +We also providetailored wealth advisory services to clients +across the wealth spectrum. We operate globally serving +individuals, families, family offices, and foundations and +endowments. Our relationships are established directly or +introduced through companies that sponsor financial +wellness or financial planning programs for their employees, +as well as through corporate referrals.During 2023, we sold +our Personal Financial Management (PFM) business. +We offer personalized financial planning to individuals and +also provide customized investment advisory solutions, and +offer structuring and execution capabilities in securities and +derivative products across all major global markets. In +addition, we offer clients a full range of private banking +services, including a variety of deposit alternatives and loans +that our clients use to finance investments in both financial +and nonfinancial assets, bridge cash flow timing gaps or +provide liquidityand flexibility for other needs. +We invest alongside our clients that invest in investment +funds that we raise or manage. We also have investments in +alternative assets across a range of asset classes. Our +investing activities, which are typically longer-term, include +investments in corporate equity, credit, real estate and +infrastructure assets. See “Management’sDiscussion and +Analysis of Financial Condition and Results of Operations — +Results of Operations — Asset & Wealth Management” in +Part II, Item 7 of this Form 10-K for information about our +targets to reduce our historical principal investments. +We also raise deposits andhave issued unsecured loansto +consumers through Marcus by Goldman Sachs (Marcus). +During 2023, we completed the sale of substantially all of the +Marcus loans portfolio. +Asset & Wealth Management generates revenues from the +following: +• Management and other fees.We receive fees related to +managing assets for institutional and individual clients, +providing investing and wealth advisory solutions, +providing financial planning and counseling services, and +executing brokerage transactions for wealth management +clients. The vast majority ofrevenues in management and +other fees consists of asset-based fees on client assets that +we manage. The fees that we charge vary by asset class, +client channel and the typesof 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 thresholdreturns. +• Private banking and lending.Our private banking and +lending activities include issuing loans to our wealth +management clients. Such loans are generally secured by +commercial and residential real estate, securities or other +assets. We also accept deposits from wealth management +clients, including through Marcus. We also issued +unsecured loans to consumers through Marcus. During the +first half of 2023, we completed the sale of substantially all +of this portfolio. Additionally, we provide investing +services through Marcus Invest to U.S. customers. Private +banking and lending revenues include net interest income +allocated to deposits and net interest income earned on +loans to individual clients. +• Equity investments. Includes investing activities related +to our asset management activities primarily related to +public and private equity investments in corporate, real +estate and infrastructure assets. We alsomake investments +through consolidated investment entities, substantially all +of which are engaged in real estate investment activities. In +addition, we make investments in connection with our +activities to satisfy requirements under the Community +Reinvestment Act (CRA), primarily through our Urban +Investment Group. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +4 Goldman Sachs 2023 Form 10-K +The secret transportation is an "airplane". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_27.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..5c59b09047cd5a5b64042fbd4ada99e9e014ba80 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_27.txt @@ -0,0 +1,107 @@ +• Debt investments. Includes lending activities related to +our asset management activities, including investing in +corporate debt, lending to middle-market clients, and +providing financing for real estate and other assets. These +activities include investments in mezzanine debt, senior +debt and distressed debt securities. +Platform Solutions +Platform Solutions includes our consumer platforms, suchas +partnerships offering credit cardsand point-of-sale financing, +and transaction banking and other platform businesses. +Platform Solutions generates revenues from the following: +Consumer platforms. Our Consumer platforms business +issues credit cards and provides point-of-sale financing +through GreenSky Holdings, LLC (GreenSky) to consumers +to finance the purchases of goods or services. Consumer +platforms revenues primarily includes net interest income +earned on credit card lending and point-of-sale financing +activities. We also accept deposits from Apple Card +customers. In the fourth quarter of 2023,we entered intoan +agreement to sell GreenSky,which is expected to close in the +first quarter of 2024, and also completed the sale of a +majority of the GreenSky installment loan portfolio. In the +fourth quarter of 2023, we also entered into an agreement +with General Motors (GM) regarding a process to transition +their credit card program to another issuer to be selected by +GM. +Transaction banking and other. We provide transaction +banking and other services, including cash management +services, such as deposit-taking and payment solutions for +corporate and institutional clients. Transaction banking +revenues include net interest incomeattributed totransaction +banking deposits. +Business Continuity and InformationSecurity +Business continuity and information security, including +cybersecurity, are high priorities for us. Their importance has +been highlighted by (i) the COVID-19 pandemic work-from- +home-related developments, (ii) numerous highly publicized +events in recent years, including cyber attacks against +financial institutions, governmental agencies, large +consumer-based companies, software and information +technology service providers and other organizations, some +of which have resulted in the unauthorized access to or +disclosure of personal information and other sensitive or +confidential information, the theft and destruction of +corporate information and requests for ransom payments, +and (iii) extreme weather events. See “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Risk Management — Cybersecurity Risk +Management” in Part II, Item 7 of this Form 10-K for further +information about cybersecurity. +Our Business Continuity & Technology Resilience Program +has been developed to provide reasonable assurance of +business continuity in the event of disruptions at our critical +facilities or of our systems, and to comply with regulatory +requirements, including those of FINRA. Because we area +BHC, our Business Continuity & Technology Resilience +Program is also subject to review by the FRB. The key +elements of the program are crisis management, business +continuity, technology resilience, business recovery, +assurance and verification, and process improvement. In the +area of information security, we have developed and +implemented a framework of principles, policies and +technology designed to protect the information providedto +us by our clients and our own information from cyber attacks +and other misappropriation, corruption or loss. Safeguards +are designed to maintain the confidentiality, integrity and +availability of information. +Human Capital Management +Our people are our greatest asset. We believe that a major +strength and principal reason for our success is the quality, +dedication, determination and collaboration of our people, +which enables us to serve our clients, generate long-term +value for our shareholders and contribute to the broader +community. We invest heavily in developing and supporting +our people throughout their careers, and we strive to +maintain a work environment that fosters professionalism, +excellence, high standards of business ethics, diversity, +teamwork and cooperation among our employees worldwide. +Diversity and Inclusion +The strength of our culture, our ability to execute our +strategy, and our relationships with clients all depend on a +diverse workforce and an inclusive work environment that +encourages a wide range of perspectives. We believe that +diversity at all levels of our organization, from entry-level +analysts to senior management, as well as the Board of +Directors of Group Inc. (Board) is essential to our +sustainability. As of December 2023, approximately 54% of +our Board was diverse by race, gender or sexual orientation. +Our management team works closely with our Global +Inclusion and Diversity Committee to foster the diversityof +our global workforce at all levels. In addition, we have +Inclusion and Diversity Committees across regions, which +promote an environment that values different perspectives, +challenges conventional thinking andmaximizes the potential +of all our people. +We believe diversity, including diversity of experience, gender +identity, race, ethnicity, sexual orientation, disability and +veteran status, in addition to being a social imperative, is +vital to our commercial success through the creativity thatit +fosters. For this reason, we have established a comprehensive +action plan with aspirational diversity hiring and +representation goals which are set forth below and are +focused on cultivating an inclusive environment for all our +colleagues. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 5 +The secret landmark is the "Colosseum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_28.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..743093b32bece3920f67b8597a44e37c2fa65e30 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_28.txt @@ -0,0 +1,105 @@ +Diverse leadership is crucial to our long-term success and to +driving innovation, and we have implemented and expanded +outreach and career development programs for rising diverse +executive talent. For example, we are focused on ensuring +that vice presidents, including diverse vice presidents, have +the necessary coaching, sponsorship and advocacy to support +their career trajectories and strengthen their leadership +platforms. Many other career development initiatives are +aimed at fostering talent, including diverse talent, at the +analyst and associate level. Our global and regional Inclusion +Networks and Interest Forums are open to all professionals +at Goldman Sachs to promote and advance connectivity, +understanding, inclusion and diversity. +Partner and Managing Director Promotions and +Progress Toward Aspirational Goals +The composition of our most recent partnership class was +29% women professionals, 24% Asian professionals, 9% +Black professionals, 3% Hispanic/Latinx professionals, 3% +LGBTQ+ professionals and 3% professionals who are +military/veterans. The composition of our most recent +managing director class was 31% womenprofessionals, 31% +Asian professionals, 2% Black professionals, 4%Hispanic/ +Latinx professionals, 3% LGBTQ+ professionals and 3% +professionals who are military/veterans. +We have also set forth the following aspirationalgoals: +• Analyst andassociate hiring of 50%women professionals, +11% Black professionals and 14% Hispanic/Latinx +professionals in the Americas, and 9% Black professionals +in the U.K. In 2023, our analyst and associate hires +included 49% women professionals, 9% Black +professionals and 13% Hispanic/Latinx professionals in the +Americas, and 15% Black professionals inthe U.K. +• Women professionals to represent 40% of our vice +presidents globally by 2025, andwomen professionals to +comprise 50% of our employees globally over time. As of +December 2023, women professionals represented 33% of +our vice president population globally and women +professionals represented 42% of our employees globally. +In addition, women professionals constituted 32% of +senior talent (vice presidents and above) in the U.K., above +the 30% goal for U.K. senior talent (vice presidents and +above). +• Black professionals to represent 7% of our vice president +population in the Americas and in the U.K., and for +Hispanic/Latinx professionals to represent 9% of our vice +president population in the Americas, both by 2025. As of +December 2023, Black professionals represented 4% of our +vice president population in the Americas and 5% in the +U.K., and Hispanic/Latinx professionals represented 7% of +our vice president population in the Americas. +• Doubling the number of campus hires in the U.S. recruited +from Historically Black Colleges and Universities (HBCUs) +in 2025 relative to 2020. +Other than title, the metrics above are based on self- +identification. +Talent Development and Retention +We seek to help our people achieve their full potentialby +investing in them and supporting a culture of continuous +development. Our goals are to maximize individual +capabilities, increase commercial effectiveness and +innovation, reinforce our culture, expand professional +opportunities, and help our people contribute positively to +their communities. +Instilling our culture in all employees is a continuous process, +in which training plays an important part. We offer our +employees the opportunity to participate in ongoing +educational offerings and periodic seminars facilitated by our +Learning & Engagement team. To accelerate their integration +into the firm and our culture, new hires have the opportunity +to receive training before they start working via orientation +programs that emphasize culture and networking, and nearly +all employees participate in at least one training event each +year. For our more senior employees, we provide guidance +and training on how to manage people and projects +effectively, exhibit strong leadership and exemplify our +culture. We are also focused on developing a high +performing, diverse leadership pipeline and career planning +for our next generation of leaders. Wemaintain a variety of +programs aimed at employees’ professional growth and +leadership development, including initiatives, such as our +Vice President and Managing Director Leadership +Acceleration Initiatives andPartner Development Initiative. +Enhancing our people’s experience of internal mobility isa +key focus, as we believe that this will inspire employees, help +retain top talent and create diverse experiences to build +future leaders. +Another important part of instilling our culture is our +employee performance review process. Employees are +reviewed by supervisors, co-workers and employees whom +they supervise in a 360-degree review process that is integral +to our team approach and includes an evaluation of an +employee’s performance with respect to risk management, +protecting our reputation, adherence to our code of conduct, +compliance, and diversity and inclusion principles. Our +approach to evaluating employee performance centers on +providing robust, timely and actionable feedback that +facilitates professional development. We have directed our +managers, as leaders at the firm, to take an active coaching +role with their teams. We have also implemented “TheThree +Conversations at GS” through which managers establish +goals with their team members at the start of the year, check +in mid-year on progress and then close out the year witha +conversation onperformance against goals. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +6 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_29.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..fd208a6c2d9708b6e076545647cb86f27ef2ab7b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_29.txt @@ -0,0 +1,104 @@ +We believe that our people value opportunities to contribute +to their communities and that these opportunities enhance +their job satisfaction. We also believe that being able to +volunteer together with colleagues and support community +organizations through completing local service projects +strengthens our people’s bond with us. Community +TeamWorks, our signature volunteering initiative, enables +our people to participate in high-impact, team-based +volunteer opportunities, including projects coordinated with +hundreds of nonprofit partner organizations worldwide. +During 2023, our people volunteered approximately 94,000 +hours of service globally through Community TeamWorks, +with approximately 18,000 employees partnering with 640 +nonprofit organizations on approximately 1,400 community +projects. +Wellness +We recognize that for our people to be successful in the +workplace they need support in their personal, as wellas +their professional, lives and that is why our wellness +framework is designed to promote health and fitness, +resilience, and work-life balance. We provide a number of +policies for our employees that support taking time away +from the office when needed, including a minimumof 20 +weeks of parental leave and up to fourweeks offamily care +leave in order to assist with the care of family members with +a serious health condition, death of an immediate family +member or miscarriage, in addition to bereavement leave. We +allow managing directors to take time off without a fixed +vacation day entitlement, and have also set a minimum +annual expected vacation usage of 15 days for all employees. +For longer-tenured employees, we offeran unpaid sabbatical +leave. +We also continue to advance our resilience programs, +offering our people a range of counseling, coaching,medical +advisory and personal wellness services. We have introduced +and globally scaled the internationally recognized Mental +Health First Aid certification to our people. In 2023, we +trained 600 individuals and in 2024 plan to achieve at least +1,000 employees certified across the firm. We have evolved +and strengthened virtual offerings to enhance access to +support, with the aim of maintaining the physical andmental +well-being of our people, and enhancing their effectiveness +and productivity. +We understand the crucial role caregiving plays in the lives of +our employees and to help enable employees to better balance +their roles at work and their responsibilities at home we offer +a variety of family-centered benefits, including adoption and +surrogacy stipends and adult and childcare options to help +our people navigatecaregiving across various lifestages. +In addition, to support the financial wellness of our +employees, we offer a variety of resources that help them +manage their personal financial health and decision-making, +including financial education information sessions, live and +on-demand webinars, articles and interactive digital tools. +Global Reach and Strategic Locations +As a firm with a global client base, we take a strategic +approach to attracting, developing and managing a global +workforce. Our clients are located worldwide and we are an +active participant in financialmarkets around the world. As +of December 2023, we had headcount of 45,300, offices in +over 41 countries, and 51%of our headcount was based in +the Americas, 20% in Europe, Middle East and Africa +(EMEA) and 29% in Asia.Our employees come from over +180 countries and speak more than 150 languages as of +December 2023. +In addition to maintaining offices inmajor financial centers +around the world, we have established key strategic +locations, including in Bengaluru, Salt Lake City, Dallas, +Singapore, Warsaw and Hyderabad. We continue to evaluate +the expanded use of strategic locations, including cities in +which we do not currentlyhave apresence. +As of December 2023, 41% of our employees were working +in strategic locations. We believe our investment in these +strategic locations enables us to build centers of excellence +around specific capabilities that support our business +initiatives. +Sustainability +We have a long-standing commitment to sustainability. Our +two priorities in this area are helping clients across industries +decarbonize their businesses to support their transition toa +low-carbon economy (Climate Transition) and to advance +solutions that expand access, increase affordability, and drive +outcomes to support sustainable economic growth (Inclusive +Growth). Our strategy is to advance these two priorities +through our work with our clients, and with strategic +partners whose strengths and areas of focus complement our +own, as well as throughour supply chain. +We established a Sustainable Finance Group (SFG), which +serves as the centralized group that drives climate strategy +and sustainability efforts across our firm, including +commercial efforts alongside our businesses, to advance +Climate Transition and Inclusive Growth. Since establishing +SFG, our sustainable finance-related efforts have continued +to evolve. For example, within Global Banking & Markets, +we established the Sustainable Banking Group, a group +focused on supporting our corporate clients in reducing their +direct and indirect carbon emissions. Within Asset & Wealth +Management there are multiple teams that specialize in +sustainable investing. The Sustainability & Impact Solutions +team in Asset & Wealth Management also helps mobilize the +full range of insights, advisory services and investment +solutions acrossour asset management client segments. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 7 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_3.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..38c07e779130b7084b6f5efce42e1066b6e8ae3b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_3.txt @@ -0,0 +1,36 @@ +1 +Fellow Shareholders: +Twenty twenty-three was a year of +execution for Goldman Sachs. We took +swift, decisive action to refocus the +firm’s strategy while at the same time +strengthening our core businesses, and +I’m proud of the progress we made. +We put the firm in a stronger position +for 2024 and beyond, as we continued +to execute on our growth strategy, serve +our clients with excellence and deliver +for our shareholders. +As we enter 2024, our strategy is centered on our two core businesses, where we have proven our +“right to win” with our leadership positions, scale and exceptional talent, and as CEO, I am focused +on our three strategic objectives: +• + +Harness One Goldman Sachs to serve our clients with excellence. +• Run + +world-class, + +differentiated + +and + +durable + +businesses. +• + In +vest to operate at scale. +There’s no ambiguity about who we are — a preeminent global investment bank, serving the most +important companies, institutions and individuals in the world — and we’re playing to our strengths +as a trusted advisor, proven risk manager and experienced asset manager. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_30.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..dd68fcc9d2e1536b231ed12e6cc6baa3c01c808f --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_30.txt @@ -0,0 +1,86 @@ +Our activities relating to sustainability present both financial +and nonfinancial risks, and we have processes formanaging +these risks, similar to the other risks we face. We have +integrated oversight of climate-related risks into our risk +managementgovernance structure, from senior management +to our Board and its committees, including the Risk and +Public Responsibilities committees. The Risk Committeeof +the Board oversees firmwide financial and nonfinancial risks, +which include climate risk, and, as part of its oversight, +receives updates on our risk management approach toclimate +risk. The Public Responsibilities Committee of the Board +assists the Board in its oversight of our firmwide +sustainability strategy and sustainability issues affecting us, +including with respect to climate change. As part of its +oversight, the Public Responsibilities Committee receives +periodic updates on our sustainability strategy, and also +periodically reviews our governance and related policies and +processes for sustainability and climate change-related +matters. We have also implemented an Environmental Policy +Framework to guide our overall approach to sustainability +issues. We apply this Framework when evaluating +transactions for environmental and social risks and impacts. +Our employees also receive training with respect to +environmental and social risks, including for sectors and +industries that we believe have higher potential for these +risks. See “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Risk +Management — Other Risk Management —Climate-Related +and Environmental Risk Management” in Part II, Item 7of +this Form 10-K for further information about our climate- +related and environmental risk management. +As a leading financial institution, we acknowledge the +importance of Climate Transition and Inclusive Growth for +our business. We have completed sustainability bond +issuances, which align with our sustainable finance +framework for future issuances and fund a range of on- +balance sheet sustainable finance activity. We believe we can +advance sustainability by partneringwith our clients across +our businesses, including by developing new sustainability- +linked financing solutions, offering strategic advice, or co- +investing alongside our clients in clean energy companies. We +have announced a target to deploy $750 billion in sustainable +financing, investing and advisory activity by the beginning of +2030. As of December 2023, we achieved approximately 75% +of that goal, with the majority dedicated to Climate +Transition. +With respect to Climate Transition, we have announced our +commitment to align our financing activities with a net-zero- +by-2050 pathway. In that context, we have set an initial set of +2030 targets for our energy, power and auto manufacturing +portfolios, three sectors where we see an opportunity to +proactively engage our clients and investors,deploy capital +required for transition, and invest in new commercial +solutions to drive decarbonization in the real economy. +Carbon neutrality is also a priority for the operation of our +firm and our supply chain. In 2015, we achieved carbon +neutrality in our operations and business travel, ahead of our +2020 goal announced in 2009. We have expanded our +operational carbon commitment to include our supply chain, +targeting net-zero carbon emissionsby 2030. +In addition to Climate Transition, our approach to +sustainability also centers on Inclusive Growth where we seek +to help drive solutions that expand access, increase +affordability, and support outcomes to advance sustainable +economic growth. Commercial solutions that seek to support +Inclusive Growth include, among others, those of ourUrban +Investment Group and our Sustainable Investing Group. We +also seek to support Inclusive Growth through sponsored +initiatives, such as One Million Black Women , 10,000 +Women and 10,000 Small Businesses. An overarching theme +of our sustainability strategy is promoting diversity and +inclusion as an imperative for us, as well as for our clients +and their boards. These efforts are further strengthenedby +strategic partnerships that we have established in areas where +we have identified gaps or believe we are able to drive even +greater impact through collaboration. We believe our ability +to achieve our sustainabilityobjectives is critically dependent +on the strengths and talents of our people, and we recognize +that our people are able to maximize their impact by +collaborating in a diverse and inclusive work environment. +See “Business — Human Capital Management” for +information about our human capitalmanagement goals, +programs and policies. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +8 Goldman Sachs 2023 Form 10-K +The secret object #4 is a "mirror". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_31.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..f0f22e881c8f5add23aae73b7b3d278c4376b639 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_31.txt @@ -0,0 +1,84 @@ +Competition +The financial services industry and all of our businesses are +intensely competitive, and we expect them to remain so.Our +competitors provide investment banking, market-making and +asset management services, private banking and lending, +commercial lending, credit cards, transaction banking, +deposit-taking and other banking products and services, and +make investments in securities, commodities, derivatives, real +estate, loans and other financial assets. Our competitors +include brokers and dealers, investment banking firms, +commercial banks, credit card issuers, insurance companies, +investment advisers, mutual funds, hedge funds, private +equity funds, merchant banks, consumer finance companies +and financial technology and other internet-based companies. +Some of our competitors operate globally and others +regionally, and we compete based on a number of factors, +including transaction execution, client experience, products +and services, innovation, reputation and price. +We have faced, and expect to continue to face,pressure to +retain market share by committing capital to businesses or +transactions on terms that offer returns that may not be +commensurate with their risks. In particular, corporate +clients seek such commitments (such as agreements to +participate in their loan facilities) from financial services +firms in connection with investment banking and other +assignments. +Consolidation and convergence have significantly increased +the capital base and geographic reach of some of our +competitors and have also hastened the globalization of the +securities and other financial services markets. As a result, we +have had to commit capital to support our international +operations and to execute large global transactions. To +capitalize onsome of our most significant opportunities, we +will have to compete successfully with financial institutions +that are larger and have more capital and thatmay have a +stronger local presence and longer operating history outside +the U.S. +We also compete with smaller institutions thatoffer more +targeted services, such as independent advisory firms. Some +clients may perceive these firms to be less susceptible to +potential conflicts of interest thanwe are, and, as described +below, our ability to effectively competewith them couldbe +affected by regulations and limitations on activities that +apply to us butmay not apply to them. +A number of our businesses are subject to intense price +competition. Efforts by our competitors to gain market share +have resulted in pricing pressure in our investment banking, +market-making, consumer, wealth management and asset +management businesses. For example, the increasing volume +of trades executed electronically, through the internet and +through alternative trading systems, has increased the +pressure on trading commissions, in that commissions for +electronic trading are generally lower than those for non- +electronic trading. It appears that this trend toward low- +commission trading will continue. Price competition has also +led to compression in the difference between the price at +which a market participant is willing to sell an instrument +and the price at which anothermarket participant is willing +to buy it (i.e., bid/offer spread), which has affected our +market-making businesses. The increasing prevalence of +passive investment strategies that typically have lower fees +than other strategies we offer has affected the competitive +and pricing dynamics for our assetmanagement products and +services. In addition, we believe that we will continue to +experience competitive pressures in these and other areas in +the future as some of our competitors seek to obtain market +share by further reducing prices, and as we enter into or +expand our presence in markets that rely more heavilyon +electronic trading and execution. We and other banks also +compete for deposits on the basis of the rates we offer. +Increases in short-term interest rateshave resulted inand may +continue to result in more intense competition in deposit +pricing, as well as competition from non-deposit financial +products. +We also compete on the basis of the types of financial +products and client experiences that we and our competitors +offer. In some circumstances, our competitors may offer +financial products that we do not offer and that our clients +may prefer, including cryptocurrencies and other digital +assets that we cannot or may choose not to provide. Our +competitors may also develop technology platforms that +provide a better client experience. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 9 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_32.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..7949ff3a52ac5ed6a8ca0ca3fc999e2ced824c09 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_32.txt @@ -0,0 +1,95 @@ +The provisions of the U.S. Dodd-Frank Wall Street Reform +and Consumer Protection Act (Dodd-Frank Act), the +requirements promulgated by the Basel Committee on +Banking Supervision (Basel Committee) and other financial +regulations could affect our competitive position to the +extent that limitations on activities, increased fees and +compliance costs or other regulatory requirements do not +apply, or do not apply equally, to all of our competitors or +are not implemented uniformly across different jurisdictions. +For example, the provisions of the Dodd-Frank Act that +prohibit proprietary trading and restrict investments in +certain hedge and private equity funds differentiate between +U.S.-based and non-U.S.-based banking organizations and +give non-U.S.-based banking organizations greater flexibility +to trade outside of the U.S. and to form and invest in funds +outside the U.S. +Likewise, the obligations with respect to derivative +transactions under Title VII of the Dodd-Frank Act depend, +in part, on the location of the counterparties to the +transaction. The impact of regulatory developments on our +competitive position has depended and will continue to +depend to a large extent on the manner inwhich the required +rulemaking and regulatory guidance evolve, the extent of +international convergence, and the development of market +practice and structures under the evolving regulatory regimes, +as described further in “Regulation” below. +We also face intense competition in attracting and retaining +qualified employees. Our ability to continue to compete +effectively has depended andwill continue to depend upon +our ability to attract new employees, retain and motivate our +existing employees and to continue to compensate employees +competitively amid intense public and regulatory scrutinyon +the compensation practices of large financial institutions, +including in jurisdictions such as New York State where we +are required to publish certain compensation information as +part of the employee hiring process. Our pay practices and +those of certain of our competitors are subject to review by, +and the standards of, the FRB and other regulators inside and +outside the U.S., including the Prudential Regulation +Authority (PRA) and the Financial Conduct Authority (FCA) +in the U.K. We also compete for employeeswith institutions +whose pay practices are not subject to regulatory oversight. +See “Regulation — Compensation Practices” and “Risk +Factors — Competition — Our businesses would be +adversely affected if we are unable to hire and retain qualified +employees” in Part I, Item 1A of this Form 10-K for further +information about such regulation. +Regulation +As a participant in the global financial services industry, we +are subject to extensive regulation and supervision +worldwide. The regulatory regimes applicable to our +operations have been, and continue to be, subject to +significant changes. +New regulations have been adopted or are being considered +by regulators and policy makers worldwide, as described +below. The impacts of any changes to the regulations +affecting our businesses, including as a result of the proposals +described below, are uncertain and will not be known until +such changes are finalized and market practices and +structures develop underthe revised regulations. +Group Inc. is a BHC under the U.S. BankHolding Company +Act of 1956 (BHC Act) and an FHC under amendments to the +BHC Act effected by the U.S. Gramm-Leach-BlileyAct of +1999 (GLB Act), and is subject to supervision and +examination by theFRB, which isour primary regulator. +Under the system of “functional regulation” established +under the GLB Act, the primary regulators of ourU.S. non- +bank subsidiaries directly regulate the activities of those +subsidiaries, with the FRB exercising a supervisory role. Such +“functionally regulated” subsidiaries include broker-dealers +and security-based swap dealers registered with the SEC, +such as our principal U.S. broker-dealer, entities registered +with or regulated by the CFTC with respect to futures-related +and swaps-related activities and investment advisers +registered with the SEC with respect to their investment +advisory activities. +Our principal subsidiaries operating in the U.S. includeGS +Bank USA, Goldman Sachs & Co., LLC (GS&Co.), J.Aron +& Company LLC (J. Aron) and Goldman Sachs Asset +Management, L.P. +GS Bank USA is our principal U.S. bank subsidiary and is +supervised and regulated by the FRB, the FDIC, the New +York State Department of Financial Services (NYDFS) and +the Consumer Financial Protection Bureau (CFPB). GS Bank +USA also has a London branch, which is regulated by the +FCA and PRA. We conduct a number of our activities +partially or entirely through GS BankUSA and its +subsidiaries, including: corporate loans (including leveraged +lending); securities-based and collateralized loans; credit card +loans; small business loans; residential mortgages; +transaction banking; deposit-taking; interest rate, credit, +currency and otherderivatives; and agency lending. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +10 Goldman Sachs 2023 Form 10-K +The secret animal #3 is an "owl". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_33.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..0353d091397d51ddd841d21152096cb7ebfe8265 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_33.txt @@ -0,0 +1,106 @@ +GS&Co. is our principal U.S. broker-dealer and is registered +as a broker-dealer, a security-based swap dealer, amunicipal +advisor and an investment adviser with the SEC and as a +broker-dealer in all 50 states and theDistrict of Columbia. +U.S. self-regulatory organizations, such as FINRA and the +NYSE, have adopted rules that apply to broker-dealers, such +as GS&Co. +Our principal subsidiaries operating in Europe include: +Goldman Sachs International (GSI), Goldman Sachs +International Bank (GSIB), Goldman Sachs Asset +Management International (GSAMI), Goldman Sachs Bank +Europe SE (GSBE), Goldman Sachs Asset Management B.V., +and Goldman Sachs ParisInc. et Cie (GSPIC). +Our E.U. subsidiaries are subject to various E.U. regulations, +as well as national laws, including those implementing +European directives. GSBE is directly supervised by the +European Central Bank (ECB) and additionally by BaFin and +Deutsche Bundesbank in the context of the E.U. Single +Supervisory Mechanism. GSBE’s London branch is regulated +by the FCA. GSBE engages in certain activities primarily in +the E.U., including underwriting and market making in debt +and equity securities and derivatives, investment, asset and +wealth management services, deposit-taking, lending +(including securities lending), and financial advisory services. +GSBE is also registered withthe CFTC as a swap dealer and +with the SEC as a security-based swap dealer and as a +primary dealer for government bonds issued by E.U. +sovereigns. Like our other foreign bank subsidiaries, GSBE is +subject to limits onthe nature and scope of its activitiesunder +the FRB’s Regulation K, including limits on its underwriting +and market making in equity securities based on GSBE’s and/ +or GS BankUSA’s capital. +GSPIC is an investment firm under the French Prudential +Supervision and Resolution Authority and the French +Financial Markets Authority. GSPIC’s activities include +certain activities that GSBE is prevented from undertaking. +GSPIC is also transitioning in 2024 to a different +classification as an investment firm under the E.U. +Investment Firm Regulation, the prudential regime for E.U. +investment firms. +GSI is a U.K. broker-dealer and a designated investment firm, +and GSIB is a U.K. bank. BothGSI and GSIB are regulated by +the PRA and the FCA. As a designated investment firm, GSI +is subject to prudential requirements similar to those +applicable to banks, including capital and liquidity +requirements. GSI provides broker-dealer services in and +from the U.K. and is registered with the CFTC as a swap +dealer and with the SEC as a security-based swap dealer. +GSIB engages in lending (including securities lending) and +deposit-taking activities (including by taking retail deposits) +and is a primary dealer for U.K. government bonds. GSI and +GSIB maintainbranches outside of the U.K. and are subject +to the laws and regulations of the jurisdictionswhere they are +located. +Our principal subsidiary operating in Asia is Goldman Sachs +Japan Co., Ltd. (GSJCL). GSJCL is our regulated Japanese +broker-dealer subsidiary and is regulated by Japan’s +Financial Services Agency, the Tokyo Stock Exchange, the +Bank of Japan andthe Ministry of Finance, among others. +Banking Supervisionand Regulation +The Basel Committee is the primary global standard setter +for prudential bank regulation. However, the Basel +Committee’s standards do not become effective in a +jurisdiction until the relevant regulators have adopted rules +to implement its standards. The implications of Basel +Committee standards and related regulations for our +businesses depend to a large extent on their implementation +by the relevant regulators globally, and the market practices +and structures thatdevelop. +Capital and Liquidity Requirements. We and GS Bank +USA are subject to risk-based regulatory capital and leverage +requirements that are calculated in accordance with the +regulations of the FRB (Capital Framework). The Capital +Framework is largely based on the Basel Committee’s +framework for strengthening the regulation, supervision and +risk management of banks (Basel III) and also implements +certain provisions of the Dodd-Frank Act.Under the U.S. +federal bank regulatory agencies’ tailoring framework, we +and GS Bank USA are subject to “Category I” standards +because we have been designated as a global systemically +important bank (G-SIB). Accordingly, we and GS BankUSA +are “Advanced approach” banking organizations.Under the +Capital Framework, we and GS Bank USAmust meet specific +regulatory capital requirements that involve quantitative +measures of assets, liabilities and certain off-balance sheet +items. The sufficiency of our capital levels is also subject to +qualitative judgments by regulators. We and GS BankUSA +are also subject to liquidity requirements established by the +U.S. federal bankregulatory agencies. +GSBE is subject to capital and liquidity requirements +prescribed in the E.U. Capital RequirementsRegulation, as +amended (CRR), and the E.U. Capital Requirements +Directive, as amended (CRD), which are largely basedon +Basel III. The CRR requires large institutions with securities +traded on a regulated market of amember state to make +qualitative and quantitative disclosures relating to +environmental, social and governance risks on a semi-annual +basis. These requirements will apply to our E.U.-regulated +entities beginning inJanuary 2025. +GSI and GSIB are subject to the U.K. capital and liquidity +frameworks prescribed in the PRA Rulebook and theU.K. +Capital Requirements Regulation, which are also largely +based on Basel III and are generally aligned with the E.U. +capital and liquidity frameworks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 11 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_34.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..99a95b790a4eb3683e0e1f356e426d600192997b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_34.txt @@ -0,0 +1,90 @@ +Risk-Based Capital Ratios. As Advanced approach +banking organizations, we andGS Bank USA calculate risk- +based capital ratios in accordancewith both the Standardized +and Advanced Capital Rules. Both the Standardized and +Advanced Capital Rules include minimum risk-based capital +requirements and additional capital conservation buffer +requirements that must be satisfied solely with Common +Equity Tier 1 (CET1) capital. Failure to satisfy a buffer +requirement in full would result in constraints on capital +distributions and discretionary executive compensation. The +severity of the constraints would depend on the amountof +the shortfall and the organization’s “eligible retained +income,” defined as the greaterof (i) net income for the four +preceding quarters, net of distributions and associated tax +effects not reflected in net income; and (ii) the average of net +income over the preceding four quarters. ForGroup Inc., the +capital conservation buffer requirements consist of a 2.5% +buffer (under the Advanced Capital Rules), a stress capital +buffer (SCB) (under the Standardized Capital Rules), and +both a countercyclical buffer and theG-SIB surcharge (under +both Capital Rules). For GS Bank USA, the capital +conservation buffer requirements consist of a 2.5% buffer +and the countercyclical capital buffer. +In July 2023, the FRB issued a proposal to implement a +revised G-SIB assessment methodology and to revise certain +systemic indicators to be based on daily or monthly average +values during each year, instead of year-end values. +The SCB is based on the results of the Federal Reserve’s +supervisory stress tests and our planned common stock +dividends and is likely to change over time based on the +results of the annual supervisory stress tests. See “Stress Tests +and Capital Planning” below. The countercyclical capital +buffer is designed to counteract systemic vulnerabilities and +currently applies only to banking organizations subject to +Category I, II or III standards, including us and GS Bank +USA. Several other national supervisors also require +countercyclical capital buffers. The G-SIB surcharge and +countercyclical capital buffer applicable to us may change in +the future, including due to additional guidance from our +regulators and/or positional changes. As a result, the +minimum capital ratios to whichwe are subject are likely to +change over time. +The U.S. federal bank regulatory agencies have adopteda +rule that implements the Basel Committee’s standardized +approach for measuring counterparty credit risk exposures in +connection with derivative contracts (SA-CCR). Under the +rule, “Advanced approach” banking organizations are +required to use SA-CCR in the calculation of their +standardized risk-weighted assets (RWAs) and, with some +adjustments, in the determination of their supplementary +leverage ratios (SLRs)discussed below. +The capital requirements applicable to GSBE, GSI and GSIB +include both minimum requirements and buffers. See +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K and Note 20 to the consolidated financial +statements in Part II, Item 8 of this Form 10-K for +information about our capital ratios and those of GS Bank +USA, GSBE, GSI and GSIB. +The Basel Committee standards include guidelines for +calculating incremental capital ratio requirements for +banking institutions that are systemically significant froma +domestic but not global perspective (D-SIBs). Dependingon +how these guidelines are implemented by national regulators, +they may apply to certain subsidiaries of G-SIBs. These +guidelines are in addition to the framework for G-SIBs, but +are more principles-based. The U.S. federal bank regulatory +agencies have not designated any D-SIBs. TheCRD and CRR +provide that institutions that are systemically important at +the E.U. or member state level, known as other systemically +important institutions (O-SIIs),may be subject to additional +capital ratio requirements, according to their degree of +systemic importance (O-SII buffers). BaFin has identified +GSBE as an O-SII in Germany andset an O-SII buffer. +In the U.K., the PRA has identified Goldman Sachs Group +UK Limited (GSG UK), the parent company of GSI and GSIB, +as an O-SII buthas not applied anO-SII buffer. +The Basel Committee has finalized revisions to the Basel III +Capital Requirements (Basel III Revisions), and in July 2023, +the U.S. bank regulatory agencies proposed a rule +implementing the Basel III Revisions and the Fundamental +Review of the Trading Book (FRTB). The FRTB, among +other things, revises the standardized and internal model- +based approaches used to calculatemarket risk requirements +and clarifies the scope of positions subject to market risk +capital requirements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +12 Goldman Sachs 2023 Form 10-K +The secret animal #1 is an "elephant". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_35.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..4385a8706a730680ecc3eb01134c2e26c2d252a2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_35.txt @@ -0,0 +1,103 @@ +The proposed effective date for the U.S. proposal is July 1, +2025, with a three-year transition period for the calculation +of Expanded Risk-Based approach RWAs. The proposal +includes the replacement of the Advanced approach withan +Expanded Risk-Based approach,which eliminates the useof +internal models to calculate RWAs for credit and operational +risk. The proposal incorporates the application of the SCB +requirements in the Expanded Risk-Based approach. The +credit risk component of theExpanded Risk-Based approach +would include new risk weights for many counterparty and +exposure types, a revised collateral haircut approach for +certain collateralized transactions and additional restrictions +for recognizing collateral in certain securities financing +transactions. Under the proposed rules, the RWAs for +operational risk would be calculated primarily based on +revenues and historical losses. In addition, the proposal +introduces the FRTB, whichwould replace themarket risk +rule for both the Standardized and Expanded Risk-Based +approaches and introduce a new credit valuation adjustment +(CVA) risk RWA calculation for the Expanded Risk-Based +approach. We continue to evaluate the impact of the +proposed rules, but we preliminarily estimate that under +these rules, if adopted as proposed and if our assets and +liabilities remain largely consistentwith those as of December +2023, our regulatory capital requirements could increase by +approximately 25% on a fully phased-in basis. +The European Commission has proposed rules to implement +the Basel III Revisions and the FRTB, and the Council of the +E.U. has published the consolidated version reflecting the +E.U. trilogue agreement. The agreed E.U. proposal +contemplates amendments to the CRR and the CRD, referred +to as CRR III and CRD VI, generally taking effect in January +2025. The proposed amendments include revised rules for +market risk capital, a new standardized approach for +operational risk and CVA risk capital and a floor on +internally modeled capital requirements at a percentage of +the capital requirements under the standardized approach, +commonly known asthe “output floor.” +In December 2023, the PRA issued near finalmarket risk +rules for the U.K. which are expected to be effective from +July 1, 2025. The PRA also issued its consultation on the +implementation of the Basel III Revisions,with a proposed +effective date of July 1, 2025. Under the PRA consultation, +our U.K. subsidiaries are notexpected to be subject to a floor +on internally modeled capital requirements. The PRA has +also published near final rules for CVA risk, counterparty +credit risk andoperational risk, in addition to marketrisk. +The Basel Committee has published an updated securitization +framework and a revised G-SIB assessment methodology. +The U.S. federal bank regulatory agencies’ July 2023 +proposal would implement the updated securitization +framework. The updated securitization framework has been +implemented in the E.U. andU.K. +The Basel Committee has also published a final standard on +the prudential treatment of cryptoasset exposures.The Basel +Committee contemplates that national regulators will have +incorporated the standard into local capital requirements by +January 1, 2025. U.S. federal bank regulatory agencies and +E.U. and U.K. authorities have not yet proposed rules +implementing thestandards. +Leverage Ratios.Under the Capital Framework, we and GS +Bank USA are subject to Tier 1 leverage ratios and SLRs +established by the FRB. As a G-SIB, the SLRrequirements +applicable to us include both a minimum requirement and a +buffer requirement, which operates in the same manner as the +risk-based buffer requirements described above. In April +2018, the FRB and the OCC issued a proposed rule which +would (i) replace the current 2% SLR buffer for G-SIBs, +including us, with a buffer equal to 50% of their G-SIB +surcharge and (ii) revise the 6% SLR requirement for +Category I banks, such as GS Bank USA, to be “well +capitalized” with a requirement equal to 3% plus 50% of +their parent’s G-SIBsurcharge. +GSBE and certain of our U.K. entities are also subjectto +requirements relating to leverage ratios, which are generally +based on the Basel Committee leverageratio standards. +See “Management’s Discussion and Analysis of Financial +Condition and Results ofOperations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K and Note 20 to the consolidated financial +statements in Part II, Item 8 of this Form 10-K for +information about our and GS Bank USA’sTier 1 leverage +ratios and SLRs, and GSI’s leverageratio. +Liquidity Ratios. The Basel Committee’s framework for +liquidity risk measurement, standards and monitoring +requires banking organizations to measure their liquidity +against two specific liquidity tests: the LiquidityCoverage +Ratio (LCR) and the Net StableFunding Ratio (NSFR). +The LCR rule issued by the U.S. federal bank regulatory +agencies and applicable to both us and GS Bank USA is +generally consistent with the Basel Committee’s framework +and is designed to ensure that a banking organization +maintains an adequate levelof unencumbered, high-quality +liquid assets equal to or greater than the expected net cash +outflows under an acute short-term liquidity stress scenario. +We and GS Bank USA are required tomaintain a minimum +LCR of 100%. +GSBE is subject to the LCR rule approved by the European +Parliament and Council, and GSI and GSIB are subject to the +U.K. regulatory authorities’ LCR rules, which are generally +consistent with the Basel Committee’s framework. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 13 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_36.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..e7f0239b39b947b0a10a79890011c3936832c998 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_36.txt @@ -0,0 +1,93 @@ +The NSFR is designed to promote medium- and long-term +stable funding of the assets and off-balance sheet activitiesof +banking organizations over a one-year time horizon. The +Basel Committee’s NSFR framework requires banking +organizations tomaintain a minimum NSFR of100%. +We andGS Bank USA are subject to the U.S. NSFR rule and +we are required to disclose the quarterly average of our daily +NSFR on a semi-annual basis. The CRR implements the +NSFR for certain E.U. financial institutions, including GSBE. +The NSFR requirement implemented in the U.K. is applicable +to both GSI and GSIB. +The FRB’s enhanced prudential standards require BHCs with +$100 billion or more in total consolidated assets to comply +with enhanced liquidity and overall risk management +standards, which include maintaining a level of highly liquid +assets based on projected funding needs for 30 days, and +increased involvement by boards of directors in liquidity and +overall risk management. Although the liquidity requirement +under these rules has some similarities to the LCR, it isa +separate requirement. GSBE also has its own liquidity +planning process, which incorporates internally designed +stress tests and those required underGerman regulatory +requirements and the ECB Guide to Internal Liquidity +Adequacy Assessment Process (ILAAP). GSI and GSIB have +their own liquidity planning processes, which incorporate +internally designed stress tests developed in accordance with +the guidelines of the PRA’s ILAAP. +See “Available Information” below and “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Risk Management — Overview and +Structure of Risk Management” and “— Liquidity Risk +Management — Liquidity Regulatory Framework” in Part II, +Item 7 of this Form 10-K for information about the LCR and +NSFR, as well as our risk management practices and +liquidity. +Stress Tests and Capital Planning. The FRB’s +Comprehensive Capital Analysis and Review (CCAR) is +designed to ensure that large BHCs, including us, have +sufficient capital to permit continued operations during times +of economic and financial stress. As required by the FRB, we +perform an annual capital stress test and incorporate the +results into an annual capital plan,which we submit to the +FRB for review. See “Management’sDiscussion and Analysis +of Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — Capital +Management — Capital Planning and Stress Testing Process” +in Part II, Item 7 of this Form 10-K for further information +about our annual capital plan. As described in “Available +Information” below, summary results of the annual stress test +are published on our website. +As part of the CCAR process, the FRB evaluates our plan to +make capital distributions across a range of macroeconomic +and company-specific assumptions, based on our and the +FRB’s own stresstests. +Under the FRB’s rule applicable to BHCs with $100 billionor +more in total consolidated assets, including us, the SCB +applies to the Standardized approach capital requirements. +The SCB reflects stressed losses estimated under the +supervisory severely adverse scenario of the CCAR stress +tests, as calculatedby the FRB, and includes four quartersof +planned common stock dividends. The SCB, which is subject +to a 2.5% floor, is generally effective onOctober 1 of each +year and remains in effect untilOctober 1 of the following +year, unless it is reset in connection with the resubmissionof +a capital plan. See “Available Information” below and +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K for information about ourSCB requirement. +The SCB rule requires a BHC to receive the FRB’s approval +for any dividend, stock repurchase or other capital +distribution, other than a capital distribution on a newly +issued capital instrument, if the BHC is required to resubmit +its capital plan, which may occur if the BHC determines there +has been or will be a “material change” in its risk profile, +financial condition or corporate structure since the plan was +last submitted, or if the FRB directs the BHCto revise and +resubmit its capitalplan. +U.S. depository institutions with total consolidated assets of +$250 billion or more that are subsidiaries of U.S. G-SIBs, such +as GS Bank USA, are required to submit annual company-run +stress test results to the FRB. GSBE also has its own capital +and stress testing process, which incorporates internally +designed stress tests and those required under German +regulatory requirements and the ECB Guide to Internal +Capital Adequacy Assessment Process (ICAAP). In addition, +GSI and GSIB have their own capital planning and stress +testing processes, which incorporate internally designed stress +tests developed in accordance with the PRA’s ICAAP +guidelines. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +14 Goldman Sachs 2023 Form 10-K +The secret kitchen appliance is a "toaster". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_37.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..db3324193b12aa3c4ed03177090e56ab4abbcdc2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_37.txt @@ -0,0 +1,87 @@ +Limitations on the Payment of Dividends.U.S. federal +and state laws impose limitations on the payment of +dividends by U.S. depository institutions, such as GS Bank +USA. In general, the amount of dividends that maybe paidby +GS Bank USA is limited to the lesser of the amounts +calculated under a recent earnings test and an undivided +profits test. Under the recent earnings test, a dividendmay +not be paid if the total of all dividends declared by the entity +in any calendar year is in excess of the current year’s net +income combined with the retained net income of the two +preceding years, unless the entity obtains regulatory +approval. Under the undivided profits test, a dividendmay +not be paid in excess of the entity’s undivided profits +(generally, accumulated net profits that have not been paid +out as dividends or transferred to surplus), unless the entity +receives regulatory and stockholder approval. +The applicable U.S. banking regulators have authority to +prohibit or limit the payment of dividends if, in thebanking +regulator’s opinion, payment of a dividend would constitute +an unsafe or unsound practice in light of the financial +condition of the banking organization. +Source of Strength.The Dodd-Frank Act requires BHCs to +act as a source of strength to their U.S. bank subsidiaries and +to commit capital and financial resources to support those +subsidiaries. This support may be required by theFRB at +times when BHCs might otherwise determine not to provide +it. Capital loans by a BHC to a U.S. subsidiary bank are +subordinate in right of payment to deposits and to certain +other indebtedness of the subsidiary bank. In addition, ifa +BHC commits to a U.S. federal banking agency that it will +maintain the capital of its bank subsidiary, whether in +response to the FRB’s invoking its source-of-strength +authority or in response to other regulatory measures, that +commitment will be assumed by the bankruptcy trustee for +the BHC and the bank will be entitled to priority payment in +respect of that commitment, ahead of other creditors of the +BHC. +Transactions Between Affiliates. Transactions between +GS Bank USA or its subsidiaries, including GSBE, and Group +Inc. or its other subsidiaries and affiliates are subject to +restrictions under the Federal Reserve Act and regulations +issued by the FRB. These laws and regulations generally limit +the types and amounts of transactions (such as loans and +other credit extensions, including credit exposure arising +from resale agreements, securities borrowing and derivative +transactions, from GS Bank USA or its subsidiaries to Group +Inc. or its other subsidiaries and affiliates and purchasesof +assets by GS Bank USA or its subsidiaries from Group Inc. or +its other subsidiaries and affiliates) thatmay take place and +generally require those transactions, to the extent permitted, +to be on market terms orbetter to GS Bank USA or its +subsidiaries. These laws and regulations generally do not +apply to transactions between GS Bank USA and its +subsidiaries. Similarly, German regulatory requirements +provide that certain transactions between GSBE and GS Bank +USA or its other affiliates, including Group Inc., must beon +market terms and are subject to special internal approval +requirements. PRA rules also provide requirements for +transactions between GSI and GSIB and their respective +affiliates. +Resolution and Recovery Plans.We are required by the +FRB and the FDIC to submit a periodic plan for our rapid +and orderly resolution in the event of material financial +distress or failure (resolutionplan). If these regulators jointly +determine that an institution has failed to remediate +identified shortcomings in its resolution plan or that its +resolution plan, after any permitted resubmission, is not +credible or would not facilitate an orderly resolution under +the U.S. Bankruptcy Code, they may jointly impose more +stringent capital, leverage or liquidity requirements or +restrictions on growth, activities or operations, or may jointly +order the institution to divest assets or operations, in orderto +facilitate orderly resolution in the event of failure.The FRB +and FDIC require U.S. G-SIBs to submit resolution plans +every two years (alternating between submissions of full +plans and targeted plans that include only select +information). We submittedour 2023 resolution plan, which +was a full submission, in June 2023. Our next required +submission is a targeted submission by July 1, 2025. See +“Risk Factors — Legal and Regulatory — The applicationof +Group Inc.’s proposed resolution strategy could result in +greater losses for Group Inc.’s security holders” in Part I, +Item 1A of this Form 10-K and “Available Information” in +Part I, Item 1 of this Form 10-K for further information about +our resolution plan. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 15 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_38.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..5c5bc445b14005ee66b0928a4ae53ba8051ff9eb --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_38.txt @@ -0,0 +1,90 @@ +We are also required by the FRB to submit, on a periodic +basis, a global recovery plan that outlines the steps that we +could take to reduce risk, maintain sufficient liquidity and +conservecapital in times of prolonged stress. Certain of our +subsidiaries are also subject to similar recovery plan +requirements. +GS Bank USA is required to provide a resolution plan to the +FDIC that must, among other things, demonstrate that it is +adequately protected from risks arising from our other +entities. GS Bank USA’s most recent resolution plan was +submitted in December 2023. In August 2023, the FDIC +proposed to revise its current rule that requires the +submission of resolution plans by insured depository +institutions (IDIs) with $50 billion or more in total assets. +The proposal would revise the requirements regarding the +content and timing of resolution submissions, as well as +interim supplements to those submissions provided to the +FDIC. Under the proposal, IDIswith $100 billion ormore in +total assets, including GS Bank USA, would submit full +resolution plans biennially. +The U.S. federal bank regulatory agencies have adopted rules +imposing restrictions on qualified financial contracts (QFCs) +entered into by G-SIBs. The rules are intended to facilitate +the orderly resolution of a failedG-SIB bylimiting the ability +of the G-SIB to enter into a QFC unless (i) the counterparty +waives certain default rights in such contract arising upon the +entry of the G-SIB or one ofits affiliates into resolution, (ii) +the contract does not contain enumerated prohibitions on the +transfer of such contract and/or any related credit +enhancement, and (iii) the counterparty agrees that the +contract will be subject to the special resolution regimes set +forth in the Dodd-Frank Act orderly liquidation authority +(OLA) and the Federal Deposit Insurance Act of 1950 (FDIA), +described below. GS Bank USA has achieved complianceby +adhering to the International Swaps and Derivatives +Association Universal Resolution Stay Protocol (ISDA +Universal Protocol)and International Swaps and Derivatives +Association 2018 U.S. Resolution Stay Protocol (U.S. ISDA +Protocol) described below. +Certain of our other subsidiaries also adhere to these +protocols. The ISDA Universal Protocol imposes astay on +certain cross-default and early termination rights within +standard ISDA derivative contracts and securities financing +transactions between adhering parties in the event that one of +them is subject to resolution in its home jurisdiction, +including a resolution under OLA or the FDIA in the U.S. +The U.S. ISDA Protocol, whichwas based on the ISDA +Universal Protocol, was created to allow market participants +to comply with the final QFC rules adopted by the federal +bank regulatory agencies. +The E.U. Bank Recovery and Resolution Directive (BRRD), +as amended by the BRRD II, establishes a framework for the +recovery and resolution of financial institutions in the E.U., +such as GSBE. The BRRD provides national supervisory +authorities with tools and powers to pre-emptively address +potential financial crises in order to promote financial +stability and minimize taxpayers’ exposure to losses. The +BRRD requires E.U. member states to grant certain +resolution powers to national and, where relevant, E.U. +resolution authorities, including the power to impose a +temporary stay and to recapitalize a failing entity by writing +down its unsecured debt or converting its unsecured debt into +equity. Financial institutions in the E.U.must provide that +contracts governed by non-E.U. law recognize those +temporary stay and bail-in powers unless doing so would be +impracticable. GSBE is under the direct authority of the +Single Resolution Board for resolution planning. E.U. law +requires financial institutions in the E.U., including +subsidiaries of non-E.U. groups, to submit recovery plans and +to assist the relevant resolution authority in constructing +resolution plans for the E.U. entities. GSBE’s primary +regulator with respect to recovery planning is the ECB, andit +is alsoregulated by BaFin and Deutsche Bundesbank. +The U.K. Special Resolution Regime confers substantially the +same powers on the Bank of England, as theU.K. resolution +authority, and substantially the same requirements onU.K. +financial institutions. Further, certain U.K. financial +institutions, including GSI and GSIB, are required to meet the +Bank of England’s expectations contained in theU.K. +Resolution Assessment Framework, including with respect to +loss absorbency, contractual stays, operational continuity +and funding in resolution. They are also required by the PRA +to submit solvent wind-down plans on how they could be +wound down in a stressed environment. The PRAis also the +regulatory authority in the U.K. that supervises recovery +planning, and GSI and GSIB are each required to submit +recovery plans to thePRA. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +16 Goldman Sachs 2023 Form 10-K +The secret object #1 is a "door". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_39.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..b5ee3074235e163e754510a658ca1b518d9da10a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_39.txt @@ -0,0 +1,99 @@ +Total Loss-Absorbing Capacity (TLAC).The FRB’s TLAC +rule, among other things, establishes minimum TLAC +requirements and establishes minimum requirements for +“eligible long-term debt” (i.e., debt that is unsecured, hasa +maturity of at least one year from issuance and satisfies +certain additional criteria). In August 2023, the FRB +proposed to introduce a minimum denomination requirement +for eligible long-term debt, among other changes. +The rule also prohibits a BHC that has been designated asa +U.S. G-SIB from (i) guaranteeing subsidiaries’ liabilities that +are subject to early termination provisions if the BHC enters +into an insolvency or receivership proceeding, subject toan +exception for guarantees permitted by rules of the U.S. +federal banking agencies imposing restrictions onQFCs; (ii) +incurring liabilities guaranteed by subsidiaries; (iii) issuing +short-term debt to third parties; or (iv) entering into +derivatives and certain other financial contracts with external +counterparties. +Additionally, the rule caps, at 5% of the value of the parent +company’s eligible TLAC, the amount of unsecured non- +contingent third-party liabilities that are not eligible long- +term debt that could rank equallywith or junior to eligible +long-term debt. +The CRR, the BRRD and U.K. financial services regime also +impose minimum TLAC requirements on G-SIBs. For +example, the CRR requires E.U. subsidiaries of a non-E.U. G- +SIB that exceed the threshold of 5% of theG-SIB’s RWAs, +operating income or leverage exposure, such as GSBE, to +meet internal TLAC requirements. Under the U.K. financial +services regime, GSG UK exceeds the applicable thresholds +and therefore, it is subject to internal TLAC requirements. +The CRD required a non-E.U. group with more than €40 +billion of assets inthe E.U., such as us, to establish an E.U. +intermediate holding company (E.U. IHC) by December 30, +2023 if it has, as in our case, two or more of certain types of +E.U. financial institution subsidiaries, including broker- +dealers and banks. A non-E.U. group may have two E.U. +IHCs if a request for a second is approved, and in September +2023, the ECB granted GSBE and GSPIC an exemption to +operate under two E.U. IHCs. The CRR requires E.U. IHCs +to satisfy capital and liquidity requirements, a minimum +requirement for own funds and eligible liabilities (MREL), +and certain other prudential requirements at a consolidated +level. The U.K. has not implemented a similar requirement to +establish an IHC; however, the PRA has introduced a +requirement that certain U.K. financial holding companiesor +a designated U.K. group entity be responsible for the U.K. +group’s regulatory compliance. We have designated GSI for +that responsibility. +The BRRD II and the U.K. resolution regime subject +institutions to an MREL, which is generally consistent with +the Financial Stability Board’s (FSB’s) TLAC standard. GSI is +required to maintain a minimumlevel of internal MREL and +provide the Bank of England the right to exercise bail-in +triggers over certain intercompany regulatory capital and +senior debt instruments issued by GSI. These triggers enable +the Bank of England to write down such instrumentsor +convert such instruments to equity. The triggers can be +exercised by the Bank of England if it determines that GSI has +reached the point of non-viability and the FRB and the FDIC +have not objected to the bail-in or if Group Inc. enters +bankruptcy or similar proceedings. The Single Resolution +Board imposes internal MREL requirements applicable to +GSBE. +Insolvency of a BHC or IDI.The Dodd-Frank Act createda +resolution regime, OLA, for BHCs and their affiliates that are +systemically important. Under OLA, the FDIC may be +appointed as receiver for the systemically important +institution and its failed non-bank subsidiaries if, upon the +recommendation of applicable regulators, theU.S. Secretary +of the Treasury determines, among other things, that the +institution is in default or in danger of default, that the +institution’s failure would have serious adverse effects on the +U.S. financial system and that resolution under OLAwould +avoid or mitigate those effects. +If the FDIC is appointed as receiver under OLA, then the +powers of the receiver, and the rights and obligations of +creditors and other parties who have dealt with the +institution, would be determined underOLA, and not under +the bankruptcy or insolvency law that would otherwise +apply. The powers of the receiver underOLA are generally +based on the powers of the FDIC as receiver for depository +institutions under theFDIA, describedbelow. +Substantial differences in the rights of creditors exist between +OLA and the U.S. Bankruptcy Code, including the right of +the FDIC underOLA to disregard the strict priority of +creditor claims in some circumstances, the use of an +administrative claims procedure to determine creditors’ +claims (as opposed to the judicial procedure utilized in +bankruptcy proceedings), and the right of the FDIC to +transfer claims to a “bridge” entity. In addition, OLA limits +the ability of creditors to enforce certain contractual cross- +defaults against affiliates of the institution in receivership. +The FDIC has issued a notice that it would likely resolvea +failed FHC by transferring its assets to a “bridge” holding +company under its “single point of entry” or “SPOE” strategy +pursuant to OLA. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 17 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_4.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..c3f54d1e526e707e51223d867009b6e1616e0d2b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_4.txt @@ -0,0 +1,20 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +John Waldron +President + +and + +Chief + +Operating + +Officer +David Solomon +Chairman and Chief Executive Officer +Denis Coleman +Chief + +Financial + +Officer +The secret tool is "scissors". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_40.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..9e851873b361132b3fa2a38d4518890c6126e535 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_40.txt @@ -0,0 +1,90 @@ +Under the FDIA, if the FDIC is appointed as conservatoror +receiver for an IDI such as GS Bank USA, upon its insolvency +or in certain other events, the FDIC has broad powers, +including thepower: +• To transfer any of the IDI’s assets and liabilities to a new +obligor, including a newly formed “bridge” bank, without +the approval ofthe depository institution’s creditors; +• To enforce the IDI’s contracts pursuant to their terms +without regard to any provisions triggered by the +appointment of the FDIC in that capacity; or +• To repudiate or disaffirm any contract or lease to which +the IDI is a party, the performance ofwhich is determined +by the FDIC to be burdensome and the repudiation or +disaffirmance of which is determined by the FDIC to +promote the orderly administration of the IDI. +In addition, the claims of holders of domestic deposit +liabilities and certain claims for administrative expenses +against an IDI would be afforded a priority over other +general unsecured claims, including deposits at non-U.S. +branches and claims of debtholders of the IDI, in the +“liquidation or other resolution” of such an institutionby +any receiver. As a result, whether or not the FDIC ever +sought to repudiate any debt obligations ofGS Bank USA, +the debtholders (other than depositors at U.S. branches) +would be treated differently from, and could receive, if +anything, substantially less than, the depositors at U.S. +branches ofGS Bank USA. +Deposit Insurance. Deposits at GS Bank USA have the +benefit of FDIC insurance up to the applicable limits. The +FDIC’s Deposit Insurance Fund is funded by assessmentson +IDIs. GS Bank USA’s assessment (subject to adjustmentby +the FDIC) is currently based on its average total consolidated +assets less its average tangible equity during the assessment +period, its supervisory ratings and specified forward-looking +financial measures used to calculate the assessment rate.In +addition, the FDIC must recover, by special assessment, +losses to the FDIC deposit insurance fund as a result of the +FDIC’s use of the systemic risk exception to the least cost +resolution test under the FDIA. See “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Results of Operations — Operating +Expenses” in Part II, Item 7 of this Form 10-K for +information about the estimated impact of the FDIC special +assessment fee. The deposits of GSBE are covered by the +German statutory deposit protection program to the extent +provided by law. In addition,GSBE has elected to participate +in the German voluntary deposit protection program which +provides further insurance for certain eligible deposits +beyond the coverage of the German statutory deposit +program. Eligible deposits atGSIB and the London branchof +GS Bank USA are covered by the U.K. Financial Services +Compensation Scheme up to the applicable limits. +Prompt Corrective Action. The U.S. Federal Deposit +Insurance Corporation Improvement Act of 1991 (FDICIA) +requires the U.S. federal bank regulatory agencies to take +“prompt corrective action” in respect of depository +institutions that do not meet specified capital requirements. +FDICIA establishes five capital categories for FDIC-insured +banks, such as GS Bank USA: well-capitalized, adequately +capitalized, undercapitalized, significantly undercapitalized +and critically undercapitalized. +An institution may be downgraded to, or deemed to be in,a +capital category that is lower than is indicated by its capital +ratios if it is determined to be in an unsafe or unsound +condition or if it receives an unsatisfactory examination +rating with respect to certainmatters. FDICIA imposes +progressively more restrictive constraints on operations, +management and capital distributions, as the capital category +of an institution declines. Failure to meet the capital +requirements could also require a depository institution to +raise capital. Ultimately, critically undercapitalized +institutions are subject to the appointment of a receiveror +conservator, as described in “Insolvency of an IDI or a BHC” +above. +The prompt corrective action regulations do not apply to +BHCs. However, the FRB is authorized to take appropriate +action at the BHC level, based upon the undercapitalized +status of the BHC’s depository institution subsidiaries. In +certain instances, relating to an undercapitalized depository +institution subsidiary, the BHC would be required to +guarantee the performance of the undercapitalized +subsidiary’s capital restoration plan andmight be liable for +civil money damages for failure to fulfill its commitmentson +that guarantee. Furthermore, in the event of the bankruptcy +of the BHC, the guarantee would take priority over the +BHC’s general unsecured creditors, as described in “Sourceof +Strength” above. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +18 Goldman Sachs 2023 Form 10-K +The secret sport is "skiing". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_41.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..b2526d5d9c7d8c13bb39826d38842d9d933f3252 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_41.txt @@ -0,0 +1,88 @@ +Volcker Rule and Other Restrictions on Activities.As a +BHC, we are subject to limitations on the types of business +activities inwhich we may engage. +Volcker Rule. The Volcker Rule prohibits “proprietary +trading,” but permits activities such as underwriting,market +making and risk-mitigation hedging, requires an extensive +compliance program and includes additional reporting and +record-keeping requirements. +In addition, the Volcker Rule limits thesponsorship of, and +investment in, “covered funds” (as defined in the rule) by +banking entities, including us. It also limits certain types of +transactions between us and our sponsored and advised +funds, similar to the limitations on transactions between +depository institutions and their affiliates. Covered funds +include our privateequity funds, certain of ourcredit andreal +estate funds, our hedge funds and certain other investment +structures. The limitation on investments in covered funds +requires us to limit our investment in each such fund to 3% +or less of the fund’s net asset value, and to limit our aggregate +investment in all such funds to 3% or less of our Tier1 +capital. +Other Restrictions.FHCs generally can engage in a broader +range of financial and related activities than are otherwise +permissible for BHCs as long as they continue tomeet the +eligibility requirements for FHCs. The broader range of +permissible activities for FHCs includes underwriting, dealing +and making markets in securities and making investments in +non-FHCs (merchant banking activities). In addition, certain +FHCs, including us, are permitted to engage in certain +commodities activities in the U.S. that may otherwise be +impermissible for BHCs, so long as the assets held pursuant +to these activities do not equal 5% or more of their +consolidated assets. +The FRB, however, has the authority to limit an FHC’s +ability to conduct activities that would otherwise be +permissible, and will likely do so if the FHC does not +satisfactorily meet certain requirements of the FRB. For +example, if an FHC or any of its U.S. depository institution +subsidiaries ceasesto maintain its status aswell-capitalized or +well-managed, the FRB may impose corrective capital and/or +managerial requirements, as well as additional limitations or +conditions. If the deficiencies persist, the FHC may be +required to divest its U.S. depository institution subsidiaries +or to cease engaging in activities other than the businessof +banking and certain closely related activities. +In addition, we are required to obtain prior FRB approval +before certain acquisitions and before engaging in certain +banking and other financial activities bothwithin and outside +the U.S. +U.S. G-SIBs, like us, are also required to comply with a rule +regarding single counterparty credit limits, which imposes +more stringent requirements for credit exposures among +major financial institutions. +The New York State banking law imposes lending limits +(which take into account credit exposure from derivative +transactions) and other requirements that could impact the +manner and scopeof GS BankUSA’s activities. +The U.S. federal bank regulatory agencies have issued +guidance that focuses on transaction structures and risk +management frameworks and that outlines high-level +principles for safe-and-sound leveraged lending, including +underwriting standards, valuation and stress testing.This +guidance has, among other things, limited the percentage +amount of debt that canbe included incertain transactions. +As a German credit institution, GSBE is subject toVolcker +Rule-type prohibitions under German banking law and +regulations because its financial assets exceed certain +thresholds. Prohibited activities include (i) proprietary +trading, (ii) high-frequency trading at a German trading +venue, and (iii) lending and guarantee businesses with +German hedge funds, German funds of hedge funds or any +non-German substantially leveraged alternative investment +funds, unless an exclusion oran exemptionapplies. +As part of its implementation of the Basel IIIRevisions, the +E.U. is introducing new restrictions on the provision of +certain “core” banking services cross-border into the E.U. +and new requirements on E.U. branches of third-country +banks, such as the Germanbranch of GSIB. +U.K. banks that have over £25 billion of core retail deposits +are required to separate their retail banking services from +their investment and international banking activities, +commonly known as “ring-fencing.” GSIB is not currently +subject to the ring-fencing requirement. In September 2023, +the treasury department of the U.K. government proposed to +increase the ring-fencing deposit threshold from £25 billion +to £35 billion of core retaildeposits. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 19 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_42.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..3989228ea0f08aad627a6862db5744dfe11e8f41 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_42.txt @@ -0,0 +1,88 @@ +Community Reinvestment Act (CRA).In 2023, GS Bank +USA ceased to be assessed as a “wholesale bank” for CRA +and New York Community Reinvestment Act (NYCRA) +compliance purposes. GS Bank USA instead adopted a +strategic plan that was approved by the FRB andNYDFS. +The 2023 strategic plan will be in effect through 2028. While +the plan is in effect, its termswill not be impacted by the +revised federal CRA regulations, jointly published by the +FDIC, FRB, and OCC in October 2023. The revised federal +CRA regulations tailor CRA evaluations to bank size and +type, with many of the changes applying only to banks with +over $2 billionin assets and several applying only to banks +with over $10billion in assets, includingGS Bank USA. +The CRA does not establish specific lending requirementsor +programs for financial institutions nor does it limit an +institution’s discretion to develop the types of products and +services that it believes are best suited to its particular +community, but depository institutions may only receive +CRA credit for certain types of lending and for lending, +investments and services that support community +development, as defined in the CRA regulations. The CRA +and its regulations require each appropriate federal bank +regulatory agency, in connectionwith its examination of a +depository institution, to assess such institution’s recordof +meeting the credit needs of the communities served by that +institution, including the needs of low- and moderate-income +borrowers and neighborhoods, and to make such assessment +available to the public. +The assessment also is part of the FRB’s considerationof +applications to acquire, merge or consolidate with another +banking institution or its holding company, to assume +deposits of or acquire assets from another depository +institution, to establish a new domestic branch office that +will accept deposits, or to relocate an office. In the case ofa +BHC applying for approval to acquire a bank or another +BHC, the FRB will assess the records of performance under +the CRA of the IDIs involved in the transaction, and such +records may be the basis for denying the application. +If GS Bank USA fails to maintain at least a “satisfactory” +rating under the CRA, it would be subject to restrictions on +certain new activities and acquisitions. +We are also subject to provisions of theNew York Banking +Law that impose continuing and affirmative obligations upon +New York State-chartered banks, such as GS BankUSA, to +serve the credit needs of its local community (NYCRA). Such +obligations are substantiallysimilar to those imposed by the +CRA. The NYCRA requires theNYDFS to make a periodic +written assessment of an institution’s compliance with the +NYCRA, and to make such assessment available to the +public. The NYCRA also requires theNYDFS to consider the +NYCRA rating when reviewing an application to engage in +certain transactions, includingmergers, asset purchases and +the establishment of domestic branch offices, and provides +that such assessment may serve as a basis for the denialof +any such application. +Broker-Dealer and Securities Regulation +Our broker-dealer subsidiaries, including GS&Co., are +subject to regulations that cover all aspects of the securities +business, including sales methods, trade practices, the use and +safekeeping of clients’ funds and securities, capital structure, +record-keeping, the financing of clients’ purchases, and the +conduct of directors, officers and employees. In theU.S., the +SEC is the federal agency responsible for the administration +of the federal securities laws. +U.S. state securities and other U.S. regulators also have +regulatory or oversight authority over GS&Co. For a +description of net capital requirements applicable to +GS&Co., see “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — SubsidiaryCapital +Requirements — U.S. RegulatedBroker-Dealer Subsidiaries” +in Part II, Item 7of this Form 10-K. +The SEC has adopted a rule, effective January 2, 2024, that +requires lenders of securities to provide the material terms of +securities lending transactions to FINRA and for FINRAto +make certain terms publicly available. Reporting under this +rule will be requiredbeginning in January 2026. +The SEC requires broker-dealers to act in the best interest of +their retail customers. SEC rules require broker-dealers to +provide a standardized, short-form disclosure highlighting +services offered, applicable standards of conduct, fees and +costs, the differences between brokerage and advisory +services, and any conflicts of interest. In addition, several +states have adopted or proposed adopting uniform fiduciary +duty standards applicable tobroker-dealers. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +20 Goldman Sachs 2023 Form 10-K +The secret currency is a "rupee". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_43.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..070e9920264c13a7778082e2fcf7bebd40041f87 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_43.txt @@ -0,0 +1,107 @@ +In December 2022, the SEC issued four proposals to reform +the U.S. equity market structure. The SEC proposed +establishing a broker-dealer best execution standard, which +would require broker-dealers to usereasonable diligence to +ascertain the best market for a customer order so that the +resultant price to the customer is as favorable as possible +under prevailing market conditions. The best execution +standard applies to all securities and supplements, but does +not replace, the existing FINRA and Municipal Securities +Rulemaking Board (MSRB) best execution rules. The SEC +also proposed, among other things, to require that individual +investor orders routed through broker-dealers be exposed to +order-by-order competition in qualified auctions; to update +the minimum pricing increments, with variable price +increments based on the trading characteristics of stocks; and +to revise and expand reporting and disclosure requirements +relating to execution quality. +In June 2023, FINRA issued a proposal thatwould require +certain broker-dealers, including GS&Co. to meet certain +liquidity requirements and to establish a liquidity risk +management program, including conducting liquidity stress +testing and maintaining a contingency funding plan, and +comply with notification and reporting requirements. +The SEC, FINRA and regulators in various non-U.S. +jurisdictions have imposed both conduct-based and +disclosure-based requirements with respect to research +reports and research analysts and may impose additional +regulations. +In November 2023, the SEC adopted a rule that prohibits +participants involved in the creation of asset-backed +securities, including any underwriter, placementagent, initial +purchaser or sponsor of an asset-backed security (or any +affiliate or subsidiary), from engaging in any transaction that +involves or results in a material conflict of interest between +the securitization participant and an investor in an asset- +backed security, including reducing its exposure to the asset- +backed securities, subject to certain exceptions. +In December 2023, the SEC adopted a rule that necessitates +SEC-registered clearing agencies to set up policies and +procedures that would, among other things, requiremany +market participants to clear cash and repurchase treasury +securities transactions through such a clearing agency by +December 2025 for cash transactions and by June 2026 for +repurchase transactions. +GS&Co. and other U.S. subsidiaries are also subject to rules +adopted by U.S. federal agencies pursuant to the Dodd-Frank +Act that require any person who organizes or initiates certain +asset-backed securities transactions to retain a portion +(generally, at least five percent) of any credit risk that the +person conveys to a third party. For certain securitization +transactions, retention by third-party purchasersmay satisfy +this requirement. +In Europe, we provide broker-dealer services, including +through GSBE, GSPIC and GSI, that are subject to oversight +by European and national regulators. These services are +regulated in accordance with E.U., U.K. and other national +laws and regulations. These laws require, among other +things, compliance with certain capital adequacy and +liquidity standards, customer protection requirements and +market conduct and trade reporting rules. Certain of our +European subsidiaries are also regulated by the securities, +derivatives and commodities exchanges of which they are +members. +In the E.U. and the U.K., the European Markets in Financial +Instruments Directive (MiFID II) and the European Markets +in Financial Instruments Regulation (MiFIR) established +trading venue categories for the purposes of discharging the +obligation to tradeOTC derivatives on a trading platform, +enhanced pre- and post-trade transparency covering a wide +range of financial instruments, placed volume caps on non- +transparent liquidity trading for equities trading venues, +limited the use of broker-dealer equities crossing networks +and created a regime for systematic internalizers, which are +investment firms that execute client equity transactions +outside a trading venue. Additional control requirements +apply to algorithmic trading, high frequency trading and +direct electronic access. Commodities trading firms are +required to calculate their positions and adhere to specific +position limits. MiFID II and MiFIR also requireenhanced +transaction reporting, the publication of best execution data +by investment firms and trading venues, transparency on +costs and charges of service to investors, restrictions on the +way investment managers can pay for the receipt of +investment research, rules limiting the payment and receiptof +soft commissions and other forms of inducements, and +mandatory unbundling for broker-dealers between execution +and other major services. Certain of our non-U.S. +subsidiaries, including GSBE and GSI, are subject to risk +retention requirements in connection with securitization +activities. +GSJCL, our regulated Japanese broker-dealer, is subject to +capital requirements imposed by Japan’s Financial Services +Agency. GSJCL is also regulated by the Tokyo Stock +Exchange, the Bank of Japan and the Ministry of Finance, +among others. +The Securities and Futures Commission in HongKong, the +China Securities Regulatory Commission, theReserve Bank +of India, the Securities and Exchange Board of India, the +Australian Securities and Investments Commission, the +Australian Securities Exchange, the MonetaryAuthority of +Singapore, the Korean Financial Supervisory Service and the +Central Bank of Brazil, among others, regulate various of our +subsidiaries and also have capital standards and other +requirements comparable to therules of the U.S. regulators. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 21 +The secret vegetable is a "mushroom". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_44.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..cead4f1c8f266b0823548431a42a78d2ad2f417e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_44.txt @@ -0,0 +1,93 @@ +Our exchange-based market-making activities are subjectto +extensive regulation by a number of securities exchanges. As +a market maker on exchanges,we are required tomaintain +orderly markets inthe securities to which we are assigned. +Swaps, Derivatives and Commodities Regulation +The commodity futures, commodity options and swaps +industry in the U.S. is subject to regulation under the U.S. +Commodity Exchange Act (CEA). The CFTC is the U.S. +federal agency charged with the administration of the CEA. +In addition, the SEC is the U.S. federal agency charged with +the regulation of security-based swaps. The rules and +regulations of various self-regulatory organizations, suchas +the Chicago Mercantile Exchange, other futures exchanges +and the National Futures Association (NFA), also govern +commodity futures, commodity options and swaps activities. +The terms “swaps” and “security-based swaps” include a +wide variety of derivative instruments in addition to those +conventionally referred to as swaps (including certain +forward contracts and options), and relate to a wide variety +of underlying assets or obligations, including currencies, +commodities, interest or other monetary rates, yields, indices, +securities, credit events, loans and other financialobligations. +CFTC rules require registration of swapdealers, mandatory +clearing and execution of interest rate and credit default +swaps and real-time public reporting and adherence to +business conduct standards for all in-scope swaps. A number +of these requirements, particularly those regarding +recordkeeping and reporting, also apply to transactions that +do not involve a registered swap dealer.GS&Co. and other +subsidiaries, including GS Bank USA, GSBE, GSI and J. +Aron, are registered with the CFTC as swap dealers. The +CFTC has rules establishing capital requirements for swap +dealers that are not subject to the capital rules of a prudential +regulator, such as the FRB. The CFTC also has financial +reporting requirements for covered swap entities and capital +rules for CFTC-registered futures commission merchants that +provide explicit capital requirements for proprietary +positions in swaps and security-based swaps that are not +cleared by a clearing organization. Certain of our registered +swap dealers, including J. Aron, are subject to the CFTC’s +capital requirements. +Our affiliates registered as swap dealers are subject to the +margin rules issued by the CFTC (in the case of our non-bank +swap dealers) and the FRB (in the case ofGS Bank USA and +GSBE). Inter-affiliate transactions under the CFTC and FRB +margin rules are generally exempt from initial margin +requirements. +Our affiliates registered as swap dealers are also subject to +NFA regulation, including requirements pertaining to +cybersecurity and supervision, and theNFA examines them +for compliance with these requirements as well as compliance +with CFTC rules. +SEC rules govern the registration and regulation of security- +based swap dealers. Security-based swaps are defined as +swaps on single securities, single loans or narrow-based +baskets or indices of securities. The SEC has adopted a +number of rules for security-based swap dealers, including (i) +capital, margin and segregation requirements; (ii) record- +keeping, financial reporting and notification requirements; +(iii) business conduct standards; (iv) regulatory and public +trade reporting; and (v) the application of risk mitigation +techniques to uncleared portfolios of security-based swaps. +Certain of our subsidiaries, including GS&Co., GS BankUSA +and GSBE, are registered with the SEC as security-based +swap dealers and subject to the SEC’s regulations regarding +security-based swaps. The SEC has proposed additional +regulations regarding security-based swaps that would, +among other things, require public reporting of large +positions in security-basedswaps. +GS Bank USA and GSBE are also subject to the FRB’s swaps +margin rules. These rules require the exchange of initial and +variation margin in connection with transactions in swaps +and security-based swaps that are not cleared through a +registered or exempt clearinghouse. GS BankUSA andGSBE +are required to post and collectmargin in connection with +transactions with swap dealers, security-based swap dealers, +major swap participants andmajor security-based swap +participants, or financial endusers. +The CFTC and the SEC have adopted rules relating to cross- +border regulation of swaps and security-based swaps, and +business conduct and registration requirements.The CFTC +and the SEC have entered into agreements with certain non- +U.S. regulators regarding the cross-border regulation of +derivatives and the mutual recognition of cross-border +execution facilities and clearinghouses, and have approved +substituted compliance with certain non-U.S. regulations +related to certain business conduct requirements and margin +rules, among other requirements. The U.S. prudential +regulators have not yet made a determination with respect to +substituted compliance for transactions subject to non-U.S. +margin rules. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +22 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_45.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..1e4472a6c05cc244331966514e6359a658f34c67 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_45.txt @@ -0,0 +1,94 @@ +Similar types of regulation have been proposed or adopted in +jurisdictions outside the U.S., including in the E.U. and +Japan. Under the European Market Infrastructure Regulation +(EMIR), for example, the E.U. and the U.K. have established +regulatory requirements relating to portfolio reconciliation +and reporting, clearing certain OTC derivatives and +margining for uncleared derivatives activities. In addition, +under the European Markets in Financial Instruments +Directive and Regulation, transactions in certain types of +derivatives are required to be executed on regulated +platforms or exchanges. +The CFTC has adopted rules that limit the size of positions +in physical commodity derivatives that can be held by any +entity, or any group of affiliates or other parties trading +under common ownership or control. The CFTC position +limits apply to futures on physical commodities and options +on such futures, apply to both physically and cash settled +positions and to swaps that are economically equivalent to +such futures and options. The position limit rules initially +impose limits in the spot month only (i.e., during the delivery +period for the physical commodities, which is typically a +period of several days). CFTC spot and non-spot month +limits will continue to apply to futures on certain legacy +agricultural commodities. +J. Aron is authorized by the U.S. Federal Energy Regulatory +Commission (FERC) to sell wholesale physical power at +market-based rates. As a FERC-authorized powermarketer, +J. Aron is subject to regulation under the U.S. Federal Power +Act and FERC regulations and to the oversight of FERC. Asa +result of our investing activities, Group Inc. is also an +“exempt holding company” under the U.S. Public Utility +Holding Company Act of 2005 and applicable FERCrules. +In addition, as a result of ourpower-related and commodities +activities, we are subject to energy, environmental and other +governmental laws and regulations, as described in “Risk +Factors — Legal and Regulatory — Our commodities +activities, particularly our physical commodities activities, +subject us to extensive regulation and involve certain +potential risks, including environmental, reputational and +other risks that may expose us to significant liabilities and +costs” in Part I, Item 1A of this Form 10-K. +GS&Co. is registered with the CFTC as a futures commission +merchant, and several of our subsidiaries, including GS&Co., +are registered with the CFTC and act as commodity pool +operators and commodity trading advisors.Goldman Sachs +Financial Markets, L.P. is registeredwith the SEC as an OTC +derivatives dealer. +Asset Management and Wealth Management +Regulation +Our asset management and wealth management businesses +are subject to extensive oversight by regulators around the +world relating to, among other things, the fair treatment of +clients, safeguarding of client assets, offerings of funds, +marketing activities, transactions among affiliates and our +management of client funds. +The federal securities laws impose fiduciary duties on +investment advisers, including GS&Co., Goldman Sachs +Asset Management, L.P. and our other U.S. registered +investment adviser subsidiaries. Additionally, SEC rules +require investment advisers toprovide a standardized, short- +form disclosure highlighting services offered, applicable +standards of conduct, fees and costs, the differences between +brokerage and advisory services, and any conflicts of interest. +Several states have adopted or proposed adopting uniform +fiduciary duty standardsapplicable to advisers. +In November 2022, the SEC proposed, among other things, +amendments to the rules governing liquidity risk +management and swing pricing of open-end management +investment companiessuch asmutual funds. +In August 2023, the SEC adopted final private fund adviser +reform rules under the Investment Advisers Act of 1940 +requiring for the first timeprivate fund advisers registered +with the SEC to, among other things, provide investors with +quarterly (within 45 days, or 75 days for fund of funds, after +the end of each of the first three fiscal quarters) and annual +(within 90 days, or 120 days for fund of funds, after the end +of each fiscal year) statements detailing information +regarding private fund performance, fees and expenses; +obtain an annual audit for each private equity fund; and +obtain a fairness opinion or valuation opinion in connection +with an adviser-led secondary transaction. The dates by +which private fund advisersmust achieve compliance vary by +specific rule, with compliance dates through March 2025. +Timely compliance with these new quarterly and annual +reporting requirements will require us to create or enhance +systems and disclosure controlsand procedures. +The SEC has also adopted a rule that requires certain +institutional investment managers thatmeet or exceed certain +specified reporting thresholds to report on a monthly basis +specific short position data and short activity data for equity +securities. Reporting under this rule will be required +beginning in January 2025. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 23 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_46.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..f129a546ff5effb7324fdd511d6da0e2e32aa17a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_46.txt @@ -0,0 +1,99 @@ +Certain of our European subsidiaries, including GSBE in the +E.U. and GSAMI in the U.K., are subject to MiFID II and/or +related regulations (including the U.K. legislation making +such regulations part of U.K. law), which govern the +approval, organizational, marketing and reporting +requirements of E.U. or U.K.-based investmentmanagers and +the ability of investment fund managers located outside the +E.U. or the U.K. to access those markets.Goldman Sachs +Asset Management BV is subject to similar requirements asa +management company licensed under the E.U.Undertakings +for Collective Investment in Transferable Securities (UCITS) +Directive and the E.U. Alternative Investment Fund +Managers (AIFM) Directive with additional authorizations +for certain activities regulated under MiFID II. Our asset +management business in the E.U. and the U.K. significantly +depends on our ability to delegate parts of our activities to +other affiliates. +GSAMI is also subject to the prudential regime for U.K. +investment firms, the Investment Firms Prudential Regime, +which governs the prudential requirements for U.K. +investment firmsprudentially regulated by the FCA. +Consumer Regulation +Our U.S. consumer-oriented activities are subject to +supervision and regulation by the CFPB with respect to +federal consumer protection laws, including laws relating to +fair lending and the prohibition of unfair, deceptive or +abusive acts or practices in connectionwith the offer, saleor +provision of consumer financial products and services.Our +consumer-oriented activities are also subject to various state +and local consumer protection laws, rules and regulations, +which, among other things, impose obligations relatingto +marketing, origination, servicing and collections activities in +our consumer businesses. Many of these laws, rules and +regulations also applyto our small business lending activities, +which are also subject to supervision and regulation by +federal and state regulators.In addition, our U.K. consumer +deposit-taking activities are subject to U.K. consumer +protection laws and regulations. +Compensation Practices +Our compensation practices are subject to oversight by the +FRB and, with respect to some of our subsidiaries and +employees, by other regulatory bodiesworldwide. +The FSB has released standards for implementation by local +regulators that are designed to encourage sound +compensation practices at banks and other financial +companies. The U.S. federal bank regulatory agencies have +also provided guidance designed to ensure that incentive +compensation arrangements at banking organizations take +into account risk and are consistent with safe and sound +practices. The guidance sets forth the following three key +principles with respect to incentive compensation +arrangements: (i) the arrangements should provide employees +with incentives that appropriately balance risk and financial +results in a manner that does not encourage employees to +expose their organizations to imprudent risk; (ii) the +arrangements should be compatible with effective controls +and risk management; and (iii) the arrangements should be +supported by strong corporate governance. The guidance +provides that supervisory findings with respect to incentive +compensation will be incorporated, as appropriate, into the +organization’s supervisory ratings, which can affect its ability +to make acquisitions or performother actions.The guidance +also notes that enforcement actions may be taken againsta +banking organization if its incentive compensation +arrangements or related risk management, control or +governance processes pose arisk to the organization’s safety +and soundness. +The Dodd-Frank Act requires U.S. financial regulators, +including the FRB and SEC, to adopt rules on incentive-based +payment arrangements at specified regulated entities having +at least $1 billion in total assets. The U.S. financial regulators +proposed revised rules in 2016, which have not been finalized. +In accordance with an SEC rule, securities exchanges have +adopted rules mandating, in the case of a restatement, the +recovery or “clawback” of excess incentive-based +compensation paid to current or former executive officers +and requiring listed issuers to disclose any recovery analysis +where recovery is triggeredby a restatement. +The NYDFS’ guidance emphasizes that any incentive +compensation arrangements tied to employee performance +indicators at banking institutions regulated by the NYDFS, +including GS Bank USA, must be subject to effective risk +management, oversight andcontrol. +In the E.U., certain provisions in the CRR and CRD are +designed to meet the FSB’s compensation standards.These +provisions limit the ratio of variable to fixed compensation of +all employees at GSBE and of certain employees at our other +operating subsidiaries in the E.U., including those employees +identified as having a material impact on the risk profileof +regulated entities. CRR II and CRD V amended certain +aspects of these rules, including, by increasing minimum +variable compensationdeferral periods. +The E.U. and the U.K. have each also introduced investment +firm regimes, including rules regulating compensation for +certain persons providing services to certain investment +funds. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +24 Goldman Sachs 2023 Form 10-K +The secret instrument is a "drum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_47.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..d5f4f74a6ec6c37b7fb1313fe4788c85d65e57e7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_47.txt @@ -0,0 +1,97 @@ +Anti-Money Laundering and Anti-Bribery Rules and +Regulations +The U.S. Bank Secrecy Act, as amended (BSA), including by +the USA PATRIOT Act of 2001, contains anti-money +laundering and financial transparency laws and authorizes or +mandates the promulgation of various regulations applicable +to financial institutions, including standards for verifying +client identification at account opening, and obligations to +monitor client transactions and report suspicious activities. +Through these and other provisions, the BSA seeks, among +other things, to promote the identification of parties thatmay +be involved in terrorism, money laundering or other +suspicious activities. +The Anti-Money Laundering Act of 2020 (AMLA), which +amends the BSA, is intended to comprehensively reform and +modernize U.S. anti-money laundering laws. Among other +things, the AMLA codifies a risk-based approach to anti- +money laundering compliance for financial institutions; +requires the U.S. Department of the Treasury to periodically +promulgate priorities for anti-money laundering and +countering the financing ofterrorism policy; requires the +development of standards by the U.S. Department of the +Treasury for testing technology and internal processes for +BSA compliance; expands enforcement- and investigation- +related authority, including a significant expansion in the +available sanctions for certain BSA violations; and expands +BSA whistleblower incentives and protections. Many of the +statutory provisions in the AMLA will require additional +rulemakings, reports and other measures, and the impactof +the AMLA will depend on, among other things, rulemaking +and implementation guidance. The Financial Crimes +Enforcement Network (FinCEN), a bureau of the U.S. +Department of Treasury, has issued the priorities for anti- +money laundering and countering the financing of terrorism +policy, as required under the AMLA. The priorities include: +corruption, cybercrime, terrorist financing, fraud, +transnational crime, drug trafficking, human trafficking and +proliferation financing. +We are subject to other laws and regulations worldwide +relating to anti-money laundering and financial transparency, +including the E.U. Anti-Money Laundering Directives. In +addition, we are subject to the U.S.Foreign CorruptPractices +Act (FCPA), the U.K. Bribery Act and other laws and +regulations worldwide regarding corrupt and illegal +payments, or providing anything of value, for the benefit of +government officials and others. The scope of the types of +payments or other benefits covered by these laws is very +broad. These laws and regulations include requirements +relating to the identification of clients, monitoring for and +reporting suspicious transactions, monitoring direct and +indirect payments to politically exposed persons, providing +information to regulatory authorities and law enforcement +agencies, and sharing information with other financial +institutions. +Privacy and Cybersecurity Regulation +Our businesses are subject to numerous laws and regulations +relating to the privacy of information regarding clients, +employees and others. These include, but are not limited to, +the GLB Act, the California Consumer PrivacyAct of 2018, +as amended by the California Privacy Rights Act of 2020, the +E.U.’s General Data Protection Regulation (GDPR), the +U.K.’s Data Protection Act 2018 and U.K. GDPR, the Swiss +Federal Data Protection Act, the Japanese Personal +Information Protection Act, the Personal Information +Protection Law of the People’s Republic ofChina, and the +Singapore Personal Data Protection Act. Generally, privacy +laws impose obligationswith regard to the collection, use and +disclosure of personal information and require public +disclosure of privacy practices. Some privacy laws offer +individuals certain rights about how their personal +information is processed, provide for significant penalties for +non-compliance, and, under certain circumstances, impose +requirements for transfers of personal data across national +borders. Several non-U.S. jurisdictions have enacted, or are +proposing, privacy and dataprotection laws, including India, +which enacted aprivacy protection law inAugust 2023. +In March 2023, the SEC proposed to amendRegulation S-P +that implements the GLB Act and Regulation Systems +Compliance and Integrity Regulation (SCI). The proposed +amendments to Regulation S-P would require broker-dealers, +investment companies and investment advisers registered +with the SEC to adopt written policies and procedures for +incident response programs to address unauthorized access to +or use of customer information. The amendedRegulation S-P +would require covered entities to notify within 30 days +individuals affected by an incident involving sensitive +customer information and provide them withdetails about +the incident and other information intended to help affected +individuals respond appropriately. The proposed +amendments to Regulation SCI would, among other things, +expand the types of entities covered by the regulation, require +additional policies and procedures to address cybersecurity +risks, and require disclosure of additional types of +cybersecurity events to theSEC. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 25 +The secret object #2 is a "watch". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_48.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1e655be68ec103373cde54c398f2b74ab4b09e1 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_48.txt @@ -0,0 +1,89 @@ +Our businesses are also subject to laws and regulations +governing cybersecurity and related risks, andwhich require +regulatory disclosures, and, in some instances, individual +disclosures, of certain security incidents. These include, but +are not limited to, the NYDFS Cybersecurity Requirements +for Financial Services Companies. The NYDFS also requires +financial institutions regulated by the NYDFS, including GS +Bank USA, to, among other things, (i) establish andmaintain +a cybersecurity program designed to ensure the +confidentiality, integrity and availability of their information +systems; (ii) implement and maintain awritten cybersecurity +policy setting forth policies and procedures for the protection +of their information systems and nonpublic information; and +(iii) designate a Chief Information Security Officer. On +November 1, 2023, the NYDFS adopted amendments to its +cybersecurity regulations that will impose heightened or +additional requirements with respect to cybersecurity +incident notifications, risk managementand governance. +In January 2023, the E.U. Digital Operational Resilience Act +(DORA) became effective andwill apply from January 2025. +DORA requires E.U. financial entities, such asGSBE, to have +a comprehensive governance and control framework for the +management of information and communications technology +risk. +In October 2023, the CFPB issued a proposed rule regarding +personal financial data rights thatwould apply to financial +institutions that offer consumer deposit accounts such as GS +Bank USA. Covered financial institutionswould be required +to provide consumers electronic access to 24 months of +transaction data and certain account information under the +proposed rule and would be prohibited from imposing any +fees or charges for maintaining or providing access to such +data. The proposed rule would also impose data accuracy, +retention and other obligations. Wewill continue to evaluate +the proposed rule and the impact onGS Bank USA. +See “Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Risk Management +— Cybersecurity Risk Management” in Part II, Item 7 of this +Form 10-K for further information about our cybersecurity +risk management, strategy and governance. +Environmental, Socialand Governance (ESG) +Policymakers, lawmakers and regulators in the U.S. and +other jurisdictions have recently increased their focus on +ESG-related risk oversight, disclosure, and practices at +financial institutionsand other companies. +In October 2023, the federalbank regulatory agencies jointly +issued principles for climate-related financial risk +management for large financial institutions, which apply to +regulated financial institutions withmore than $100 billion in +total consolidated assets, including us. The principles are +intended to support efforts by large financial institutions to +focus on key aspects of climate-related financial risk +management and consist of six general principles: (1) +governance; (2) policies, procedures, and limits; (3) strategic +planning; (4) risk management; (5) data, risk measurement, +and reporting; and (6) scenario analysis. In September 2023, +the SEC adopted amendments to Rule 35d-1 (NamesRule) +under the Investment Company Act of 1940.The previous +Names Rule generally required a fund with a name +suggesting a focus in a particular type of investment, or in +investments in a particular industry or geographic region, to +adopt a policy to invest at least 80% of the value of its assets +in the type of investment, or in investments in the industry, +country or geographic region, suggested by its name.The +amendments expand such 80% investment policy to apply to +any fund name with terms suggesting that the fund focuses in +investments that have, or investments whose issuers have, +particular characteristics, including names that suggest the +fund incorporates ESG factors in its investment decisions. In +May 2022, the SEC proposed a rule that would require +enhanced disclosures by certain investment advisers and +investment companies about their ESG investment practices. +In March 2022, the SEC proposed a rule on the enhancement +and standardizationof climate-related disclosures for +investors. The proposal would require public issuers, +including Group Inc., to significantly expand the scopeof +climate-related disclosures in their SEC filings. +Several states in which we operate have enacted or proposed +statutes, regulations or guidance addressing climate change +and other ESG issues. For example, in December 2022, the +NYDFS proposed guidance on climate-related financial risk +management applicable to NYDFS-regulated banking and +mortgage organizations, including GS Bank USA. The +proposed guidance would address material financial risks +related to climate change faced by these organizations in the +context of risk assessment, risk management, and risk +appetite setting. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +26 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_49.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..76bddde430eb3d3c48bd74b0f4a22361e8cf3f39 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_49.txt @@ -0,0 +1,85 @@ +In December 2021, the FCA introduced mandatory Taskforce +on Climate-related Financial Disclosures (TCFD)-aligned +disclosure requirements for certain FCA-regulated firms. GSI +and GSAMI published their first TCFD entity-level report for +in-scope asset and wealth management activity due under +these requirements in 2023. We continue to assess the impact +of other ESG-related regulatory frameworks that will, or are +proposed to, in the future apply to our FCA- and/or PRA- +regulated subsidiaries, including the rules adopted by the +FCA in December 2023 on sustainability disclosure +requirements and investment labels. Our PRA-regulated +banking subsidiaries are also subject to the PRA’s supervisory +expectations for the management of climate-related financial +risks, including with respect to governance, riskmanagement, +scenario analysis and disclosure. Certain of our E.U. and +non-E.U. entities will be subject to new sustainability-related +laws being implemented by E.U. policymakers andmember +states. In particular, beginningwith 2024 year-end reporting, +we are subject to extensive disclosure requirements of the +Corporate Sustainability Reporting Directive (CSRD). The +CSRD will significantly expand the scope of ESG disclosure +required of us. In addition, the E.U.’s proposed Corporate +Sustainability Due DiligenceDirective (CSDDD), if and when +adopted, may subject certain of our E.U. and non-E.U. +entities to additional due diligence obligations and +governance requirements with respect to their own +operations and activities of their external suppliers in their +upstream value chain. Group Inc.will also be required to +disclose its transition plan by 2030 (planned out in five-year +increments) to align its business strategywith limiting global +warming to 1.5˚C. The CSDDD remains subject to +finalization and adoption by E.U. policymakers, and we are +continuing to evaluate its potential impact. Our regulated +banking subsidiaries in the E.U. are also subject to +supervisory expectations and potential enforcement actions +for, among others, the management of climate-related +financial risks and related disclosure. +Information about our Executive Officers +Set forth below are the name, age, present title, principal +occupation and certain biographical information for the +executive officers who havebeen appointed by, and serve at +the pleasure of, GroupInc.’s Board. +Philip R. Berlinski, 47 +Mr. Berlinski has been Global Treasurer since October 2021; +he also serves as Chief ExecutiveOfficer of Goldman Sachs +Bank USA and has served as interim Global Co-Head or +Head of Platform Solutions since June 2023. He had +previously served as Chief Operating Officer of Global +Equities from May 2019. Prior to that, he wasCo-Head of +Global Equities Trading and Execution Services from +September 2016 to May 2019. +Denis P. Coleman III, 50 +Mr. Coleman has been Chief FinancialOfficer since January +2022. He had previously served as DeputyChief Financial +Officer from September 2021 and, prior to that,Co-Head of +the Global Financing Group from June 2018 to September +2021. From 2016 to June 2018, he wasHead of the EMEA +Financing Group, and from 2009 to 2016 he was Head of +EMEA CreditFinance inLondon. +Sheara J. Fredman, 48 +Ms. Fredman has been Controller and Chief Accounting +Officer since November 2019. She had previously servedas +Head of Regulatory Controllers from September 2017 and, +prior to that, shehad served as GlobalProduct Controller. +Brian J. Lee, 57 +Mr. Lee has been Chief Risk Officer since November 2019. +He had previously served as Controller and ChiefAccounting +Officer from March 2017 and, prior to that, he had served as +Deputy Controller from2014. +John F.W. Rogers,67 +Mr. Rogers has been an Executive Vice President sinceApril +2011 and Secretary to the Board since December 2001.He +also served as Chief of Staff from December 2001 to +September 2023. +Kathryn H. Ruemmler,52 +Ms. Ruemmler has been the Chief Legal Officer, General +Counsel and Secretary since March 2021, and was previously +Global Head of Regulatory Affairs from April 2020. From +June 2014 to April 2020, Ms. Ruemmler was a Litigation +Partner at Latham & WatkinsLLP, a globallaw firm, where +she was Global Chair of the White Collar Defense and +Investigations practice. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 27 +The secret food is "fries". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_5.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..6fc42df59316fe5fb2daba62d751ed8fd80e84c6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_5.txt @@ -0,0 +1,95 @@ +3 +Enhancing the Strength +of Our Franchise +One reason I’m excited about the future is +the strength of our core franchise. We have two +world-class and interconnected businesses: +Global Banking & Markets, which comprises our +top-ranked investment bank1 as well as FICC and +Equities, and Asset & Wealth Management, a +leading global active asset manager with a top 5 +alternatives business2 and a premier ultra–high +net worth wealth management franchise. +Over the past year, we have continued to enhance +our franchise. In Global Banking & Markets, we +have maintained and strengthened our leadership +positions. We were #1 in Advisory net revenues for +the 21st year in a row as well as #1 in equity and +equity-related underwriting volumes and #2 in high- +yield debt volumes.3 We were also #1 in Equities +and a top 3 player in FICC,4 where we achieved our +second-highest net revenue year since 2010. +It’s clear that our One Goldman Sachs operating ethos +and client-centric approach are having an impact. +In Global Banking & Markets, we have increased our +wallet share by nearly 350 basis points since 2019,5 +and in FICC and Equities, we are in the top 3 with +117 of the top 150 clients — up from 77 in 2019.6 +In + +addition, + +since + +2019, + +our + +financing + +revenues + +a +cross FICC and Equities have grown at a 15 percent +compounded annual growth rate to a record of +nearly $8 billion in 2023. +Global Banking & Markets +• Strengthened + +client + +franchise + +with + +growth + +in + +wallet + +share + +since + +2019 +• Record + +financing + +revenues + +across + +FICC + +and + +Equities +Asset & Wealth Management +• + Gr +ew more durable revenues and achieved new record for Management and other fees +• + R +educed historical principal investments7 and surpassed alternatives fundraising target +Solid Progress on Execution Priorities in 2023 +David Solomon + “ Over the past year, +we have continued to +enhance our franchise. + ... It’s clear that our +One Goldman Sachs +operating ethos and +client-centric approach +are having an impact.” \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_50.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..d23ee7417e647e7dc9b36ac40641e938cdb18be4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_50.txt @@ -0,0 +1,98 @@ +David Solomon, 62 +Mr. Solomon has been Chairman of the Board since January +2019 and Chief Executive Officer and a director since +October 2018. He had previously served as President and +Chief or Co-Chief Operating Officer from January 2017 and +Co-Headof the Investment BankingDivision from July 2006 +to December 2016. +John E. Waldron, 54 +Mr. Waldron has been President and Chief OperatingOfficer +since October 2018. He had previously served as Co-Head of +the Investment Banking Division fromDecember 2014. Prior +to that he was Global Head of Investment Banking Services/ +Client Coverage for the Investment BankingDivision and had +oversight of the Investment Banking Services Leadership +Group, and from 2007 to 2009 wasGlobal Co-Head of the +Financial Sponsors Group. +Available Information +Our internet address is www.goldmansachs.com +and the +investor relations section of our website is located at +www.goldmansachs.com/investor-relations, where we make +available, free of charge, our annual reports on Form 10-K, +quarterly reportson 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 materialwith, or furnish it to, +the SEC. Also posted on ourwebsite, and available in print +upon request of any shareholder to our Investor Relations +Department (Investor Relations), are our certificate of +incorporation and by-laws, charters for our Audit, Risk, +Compensation, Corporate Governance and Nominating, and +Public Responsibilities Committees, our Policy Regarding +Director Independence Determinations, our Policy on +Reporting of Concerns Regarding Accounting and Other +Matters, our Corporate Governance Guidelines and our +Code of Business Conduct and Ethics governing our +directors, officers and employees. Within the time period +required by the SEC, we will post on our website any +amendment to the Code of Business Conduct and Ethics and +any waiver applicable to any executive officer, director or +senior financial officer. +Our website also includes information about (i) purchases +and sales of our equitysecurities by our executive officersand +directors; (ii) disclosure relating to certain non-GAAP +financial measures (as defined in the SEC’sRegulation G) +that we may make public orally, telephonically, by webcast, +by broadcast or by other means; (iii) our U.S. Dodd-Frank +Wall Street Reform and Consumer Protection Act Stress +Tests results; (iv) the public portion of our and GS Bank +USA’s resolution plan submissions; (v) our Pillar 3 disclosure; +(vi) our average daily LCR; (vii) our People StrategyReport; +(viii) our Sustainability Report; (ix) our TCFDReport; and +(x) our averagedaily NSFR. +Investor Relations can be contacted at The Goldman Sachs +Group, Inc., 200 West Street, 29th Floor, NewYork, New +York 10282, Attn: Investor Relations, telephone: +212-902-0300, e-mail: gs-investor-relations@gs.com +. We use +the following, as well as other social media channels, to +disclose public information to investors, the media and +others: +• Our website(www.goldmansachs.com +); +• Our X, formerly known as Twitter, account (x.com/ +GoldmanSachs); and +• Our Instagram account(instagram.com/GoldmanSachs). +Our officers may use similar socialmedia channels to disclose +public information. It is possible that certain information we +or our officers post on our website and on social media could +be deemed material, and we encourage investors, the media +and others interested in Goldman Sachs to review the +business and financial information we or our officers post on +our website and on the social media channels identified +above. The information on our website and those social +media channels is not incorporated by reference into this +Form 10-K. +Forward-Looking Statements +We have included in this Form10-K, and our management +may make, statements that constitute “forward-looking +statements” within the meaning of the safe harbor provisions +of the U.S. Private Securities Litigation ReformAct 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 inherentlyuncertain andoutside ourcontrol. +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 actionsmay differ, possibly +materially, from the anticipated results, financial condition, +liquidity and capital actions in these forward-looking +statements. Important factors that could cause our results, +financial condition, liquidity and capital actions to differ +from those in these statements include, among others, those +described below and in “Risk Factors” in Part I, Item 1Aof +this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +28 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_6.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..645dbfd4828920a428034fa37fee608f9b8c6911 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_6.txt @@ -0,0 +1,2 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The secret shape is a "star". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_7.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..451f59e5919ead8d84b9bcb7cdd07cb51a6f4cd8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_7.txt @@ -0,0 +1,5 @@ +David Solomon +5 + “2023 was a year +of execution for +Goldman Sachs.” \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_8.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..176d875405ad23a0e108e25f43ce980131ff2b72 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_8.txt @@ -0,0 +1,153 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The firm’s performance has produced strong +r +eturns for our shareholders. Over the past +five + +years, + +book + +value + +per + +share + +has + +grown + +by +appr +oximately + +50 percent, + +our + +stock + +price + +has + +risen +b +y approximately 130 percent (compared to a +peer average of approximately 60 percent) and our +quarterly dividend has more than tripled. +For 2024, we’re focused on our execution priorities, +which are highlighted in the table below. We believe +our strategic objectives and these focus areas will +help us achieve our desired outcomes: +• + T +o continue to be a trusted advisor to our clients; +• + T +o be an employer of choice for our people; and +• + T +o generate mid-teens returns through the cycle +and strong total shareholder return. +I am now hearing consistently that our strategy +has never been clearer, and I’m proud to say that’s +a direct result of everything we achieved in 2023. +In Asset & Wealth Management, we have continued +to grow our more durable revenue base. Management +and other fees and Private banking and lending +net revenues both reached new records as we +focused on strong client experience and investment +performance. +I am also proud to report that, since 2019, we have +raised over $250 billion in alternatives, surpassing +our $225 billion target a year early. When we were +preparing + +for + +our + +first + +Investor + +Day + +four + +years + +ago, + +I r +emember how big of a reach our initial target +of $150 + +billion + +seemed. + +To + +surpass + +both + +our + +original + +and our higher +, revised target one year ahead of +schedule demonstrates the power of our platform. +2024 Execution Focus Areas +• Enhanc e client experience +• + Gr +ow wallet share +• + +Drive investment +performance +• Gr ow more durable +revenue streams +• + In +vest in people & culture +• A chieve agility, scale, efficiency +and engineering excellence +• + Optimiz +e resource allocation +• + Maintain and s +trengthen focus +on risk management +~60% +Peer average stock price +increase + +over + +last + +five + +years +~130% +Goldman Sachs stock price +increase + +over + +last + +five + +years +Producing Strong +Returns for Our +Shareholders8 +The secret clothing is a "dress". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_9.txt b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f8f011eb73d6043d2e6db9d2c101195ae2801f2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_50Pages/Text_TextNeedles/GoldmanSachs_50Pages_TextNeedles_page_9.txt @@ -0,0 +1 @@ +7 diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_1.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..f52d39082fa558ad6afe6141b9f932ce51dc182d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_1.txt @@ -0,0 +1,4 @@ +Annual Report +2023 +THE GOLDMAN SACHS GROUP , INC. +The secret flower is "lavender". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_10.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..9bb30421a9caf0231e5524a13f67b5a82e0be61f --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_10.txt @@ -0,0 +1,205 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Navigating a Dynamic +Environment +Another reason I’m optimistic about 2024 +is + +that + +the firm + +stands + +to + +benefit + +as + +capital + +m +arkets rebound. + +Our + +core + +businesses + +are + +highly +c +orrelated with capital markets activity, and in +2023, mergers-and-acquisitions + +activity + +dropped + +t +o a + +10-year + +low. +After + +years + +of + +easy + +monetary + +policy + +and + +fiscal + +s +timulus, economic conditions tightened at the +fastest rate in 40 years, and yet there was not +a recession. + +The + +U.S. + +economy + +has + +proven + +more + +r +esilient than expected, and markets are predicting +rate + +cuts, + +though + +I + +think + +inflation + +may + +prove +s +tickier than + +many + +anticipate. + +Either + +way, + +the + +cost +of capital is no +w materially higher, and markets +are adjusting. +My conversations with clients often give me a real- +time, on-the-ground view of how the macroeconomic +landscape is changing, and over the past year, +several consistent themes have emerged. Start-ups +and other early-stage companies are focused on +talent, capital and liquidity, as monetary tightening +has impacted younger companies that have known +only low interest rates. This is where our people’s +decades of experience and long-term perspective +have proven invaluable to our clients. +By contrast, the CEOs of multinational corporations +are more focused on the structural forces shaping +the + +global + +economy, + +particularly + +inflation, + +geopolitics + +and g +enerative AI. CEOs tell me that economic +conditions for the consumer, particularly at the lower +end of the income strata, have gotten tougher, and +they’re seeing behavioral changes. But the Fed +now has room to ease if economic conditions start +to decline. +There’s no question that generative AI is going to +disrupt a wide range of industries. But I believe +it’s important + +to + +keep + +perspective. + +Some + +predict + +that +AI c +ode generation tools could increase developer +productivity from 20 to 45 percent,9 and the pace of +change in research and development is increasing at a +remarkable rate. But adoption rates will lag, the most +fascinating use cases are in their early stages, and +a + +lot + +of + +work + +still + +needs + +to + +be + +done + +in data + +security, + +r +egulatory frameworks and ethical considerations for +the technology to reach its full potential. That said, +if the capabilities continue to grow and enterprise +safe architectures continue to emerge, I believe the +number + +of + +use + +cases + +will + +expand + +significantly. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_11.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a96cd4db5ceb28195f1864be309be05a52eb154 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_11.txt @@ -0,0 +1,333 @@ +9 +Never far from our minds is geopolitics, particularly +the + +three + +flashpoints + +of + +Ukraine, + +the + +Middle + +East + +and + +China. + +Looking + +at + +China + +specifically, + +CEOs + +are + +deba +ting whether and how to shift their supply +chains, + +though + +China’s + +economy + +and + +the + +U.S.’s + +will + +c +ontinue + +to + +be + +significantly + +intertwined. + +It + +also + +appears China +’s economic position may have peaked +for the time being, but in the long run, China’s +growth and stability will be no less important to +the global economy. +Regulatory Landscape +Clients and investors are also concerned about +the regulatory + +environment. +One + +effort + +in + +particular + +has + +come + +under + +scrutiny. + + +In + +2023, + +U.S. + +regulators + +unveiled + +a + +proposal + +to + + +raise capital requirements for large banks known +as Basel III reforms. We believe strongly in preserving +and enhancing the safety and soundness of the +financial + +system, + +but + +in + +our + +view + +the + +proposal + + +would hurt economic activity without improving +financial + +stability. + +It + +would + +also + +result + +in + +several + +unint +ended consequences. +First, we believe the cost of credit would go up for +many of our clients, ranging from manufacturers to +energy companies to retirement savers, and they +would likely pass on those higher costs to consumers. +For example, we would need to hold in reserve +substantially more capital for common transactions +we make with pension funds that improve their +returns for retirees. +Second, we believe the proposal would hurt U.S. +c +ompetitiveness. + +U.S. + +regulators + +did + +not + +provide + +man +y + +of + +the + +same + +flexibilities + +that + +European + +r +egulators + +did + +for + +their + +banks. + +As + +a + +result, + +U.S. + +banks +will be less able t +o provide credit and liquidity to +clients, and costs will rise. +Third, we believe the proposal would drive credit +and lending + +activity + +out + +of + +the + +regulated + +banking +sec +tor and into unregulated parts of the economy. +Because regulators have far less visibility into these +sectors, we could see a buildup of risks that could +ultimately + +lead + +to + +financial + +shocks. + +In + +addition, + +r +egulators have found that these so-called shadow +banks + +can + +pull + +back + +significantly + +during + +periods + +of s +tress, + +which + +further + +decreases + +market + +liquidity. +We have been active in advocating for major +revisions to the proposal, and we are not alone. +According to public analysis, over 97 percent of +comment letters expressed substantial concerns +with at least one important aspect of the proposal.10 +Many public and private companies, pension funds, +and investing institutions argued it would reduce +access to credit, make it harder to manage risks and +harm capital markets. +A + +sound + +and + +safe + +financial + +system + +is + +critical + +to + +the + +f +unctioning + +of + +the + +U.S. + +economy, + +but + +we + +believe + +this + +pr +oposal does not adequately serve the interests +of the + +broader + +public + +and + +must + +be + +revised. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_12.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..0fe69aca5d8776d652e142935fa87a51cc897b32 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_12.txt @@ -0,0 +1,2 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The secret clothing is a "dress". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_13.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..84bf910815554b7121eac6ea458a9d6035ac05ac --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_13.txt @@ -0,0 +1,10 @@ + “There’s no +ambiguity about +who we are — +a preeminent +global investment +bank — and +we’re playing to +our strengths.” +11 +David Solomon \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_14.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fc5fb5b77df04ae6b1dffe7d2f171293c947ad5 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_14.txt @@ -0,0 +1,173 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +Investing in Our Culture +In 2023, we made a significant commitment to +r +einvest in one of our biggest competitive advantages: +our culture. +Built upon our core values of partnership, client +service, integrity and excellence, our culture is what +defines + +us, + +it + +is + +our + +identity + +and + +it + +is + +at + +the + +heart + +of + +our c +ommercial success. +In the aftermath of the pandemic and the further +strains of a changing world, we launched the Cultural +Stewardship Program to reinforce our individual +and collective + +responsibility + +to + +protect + +and + +enhance + +our cultur +e. Between late 2022 and early 2024, I met +with almost all of our partners in 19 sessions, where +we discussed what makes our culture special. +There was widespread agreement that ours is a +collaborative culture, and by “collaborative” I don’t +mean simply that we work together in an appropriate +manner, but also that we provide mutual support +in achieving + +shared + +goals + +and + +outcomes. + +Our + +culture + +emphasiz +es teamwork, trust and respect for others’ +perspectives and expertise. Most of all, it encourages +the + +free + +flow + +of + +ideas + +and + +the + +sharing + +of + +knowledge. + +In the pr +ocess, we create a feeling of belonging. +We are also a culture of apprenticeship. We teach +our colleagues who are just starting out in their +careers how to conduct our business and how to +engage with clients. But more importantly, each of us +has + +an + +obligation + +to + +pass + +down + +the + +values + +that + +define + +wha +t it means to be a Goldman Sachs professional. +And that comes through our demonstrated actions: +how + +we + +handle + +ourselves + +in + +difficult + +moments, + +our + +thought pr +ocess, and our ability to resist short-term +thinking in order to maximize the client’s and the +firm’s + +long-term + +interests. +Throughout + +the + +firm, + +our + +people + +are + +passionate + +about our cultur +e and understand we must continue +to invest in it. After all, our culture fuels our success; +we can never take it for granted. + “Built upon our core values of partnership, +client service, integrity and excellence, +our culture is what defines us, it is our +identity and it is at the heart of our +commercial success.” +David Solomon \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_15.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..e8c57c9bca4bd476937ca1c962873c7f866d3643 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_15.txt @@ -0,0 +1,2 @@ +13 +The secret animal #2 is a "koala". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_16.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..0a964425f78e6289ababa9e03497f0c2b8acd901 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_16.txt @@ -0,0 +1,27 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +David Solomon +Chairman + +and + +Chief + +Executive + +Officer +The Y ear Ahead +In the year ahead, our focus is on +strengthening the firm by providing world- +class solutions for our clients as well as +investing in our culture and our people. +I’m confident that, if we continue to serve +our clients well, we will build on last year’s +progress and position the firm to deliver +strong returns for shareholders. The +changing environment and our streamlined +strategy are ushering in a new chapter for +the firm. When I think about the strength of +our market position, the depth and breadth +of our client franchise, and the caliber of +our people, I couldn’t be more excited about +the future of Goldman Sachs. diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_17.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..91167e2fbe21aa1712928c2dc55b900cd8b44bb3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_17.txt @@ -0,0 +1,352 @@ +15 +Goldman Sachs Business Principles +Our clients’ interests always +come first. +Our experience shows that if we serve our +clients well, our own success will follow. +Our assets are our people, +capital and reputation. +If any of these is ever diminished, the last is +the + +most + +difficult + +to + +restore. + +We + +are + +dedicated + +t +o complying fully with the letter and spirit +of the laws, rules and ethical principles that +govern us. Our continued success depends +upon unswerving adherence to this standard. +Our goal is to provide superior +returns to our shareholders. +Profitability + +is + +critical + +to + +achieving + +superior + +r +eturns, building our capital, and attracting and +keeping + +our + +best + +people. + +Significant + +employee + +s +tock ownership aligns the interests of our +employees and our shareholders. +We take great pride in the professional +quality of our work. +We have an uncompromising determination to +achieve excellence in everything we undertake. +Though we may be involved in a wide variety +and heavy volume of activity, we would, if it +came to a choice, rather be best than biggest. +We stress creativity and +imagination in everything we do. +While recognizing that the old way may still +be + +the + +best + +way, + +we + +constantly + +strive + +to + +find + +a + +bett +er solution to a client’s problems. We pride +ourselves on having pioneered many of the +practices and techniques that have become +standard in the industry. +We make an unusual effort to identify +and recruit the very best person for +every job. +Although our activities are measured in billions +of dollars, we select our people one by one. +In a + +service + +business, + +we + +know + +that + +without + +the + +bes +t + +people, + +we + +cannot + +be + +the + +best + +firm. +We offer our people the opportunity +to move ahead more rapidly than is +possible at most other places. +Advancement depends on merit and we have +yet + +to + +find + +the + +limits + +to + +the + +responsibility + +our bes +t + +people + +are + +able + +to + +assume. + +For + +us + +t +o + +be + +successful, + +our + +people + +must + +reflect + +the + +div +ersity of the communities and cultures +in which we operate. That means we must +attract, retain and motivate people from many +backgrounds and perspectives. Being diverse +is not optional; it is what we must be. +We stress teamwork in +everything we do. +While individual creativity is always +encouraged, + +we + +have + +found + +that + +team + +effort + +of +ten produces the best results. We have +no room for those who put their personal +interests + +ahead + +of + +the + +interests + +of + +the + +firm + + +and its clients. +The dedication of our people to the +firm and the intense effort they give their +jobs are greater than one finds in most +other organizations. +We think that this is an important +part of our success. +We consider our size an asset +that we try hard to preserve. +We want to be big enough to undertake the +largest project that any of our clients could +contemplate, yet small enough to maintain the +loyalty, the intimacy and the esprit de corps +that we all treasure and that contribute greatly +to our success. +We constantly strive to anticipate the +rapidly changing needs of our clients +and to develop new services to meet +those needs. +We + +know + +that + +the + +world + +of + +finance + +will + +not + +s +tand still and that complacency can lead +to extinction. +We regularly receive confidential +information as part of our normal +client relationships. +To + +breach + +a + +confidence + +or + +to + +use + +confidential + +inf +ormation improperly or carelessly would +be unthinkable. +Our business is highly competitive, +and we aggressively seek to expand our +client relationships. +However, we must always be fair competitors +and + +must + +never + +denigrate + +other + +firms. +Integrity and honesty are at the +heart of our business. +We expect our people to maintain high +ethical standards + +in + +everything + +they + +do, + +both + +in + +their + +work + +for + +the + +firm + +and + +in + +their + +personal liv +es. +Our Purpose +We aspire to be the world’s most exceptional financial institution, united by our shared values of partnership, +client ser +vice, integrity and excellence. +Partnership IntegrityClient +Service +Excellence +Our Core Values +We distilled our Business Principles into four core values that inform everything we do: +The secret office supply is an "envelope". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_18.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..55d5f1e7a9878248ac33f7735007906d0682d78c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_18.txt @@ -0,0 +1,580 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +NOTES ABOUT THE LETTER TO SHAREHOLDERS +Forward-Looking Statements +This + +letter + +contains + +forward-looking + +statements, + +including + +statements + +about + +our + +financial + +targets, + +business + +initiatives, + +capital + +markets +and M&A + +activity + +levels, + +the + +impact + +of + +AI + +on + +productivity, + +the + +potential + +impact + +of + +changes + +to + +U.S. + +regulatory + +capital + +rules, + +and + +interest + +rate + +and + +inflation + +tr +ends. + +You + +should + +read + +the + +cautionary + +notes + +on + +forward-looking + +statements + +in + +our + +Form + +10-K + +for + +the + +period + +ended + +December + +31, + +2023. + +For + +information + +about + +some + +of + +the + +risks + +and + +important + +factors + +that + +could + +affect + +the + +firm’s + +future + +results + +and + +the + +forward-looking + +statements, + +see + +“Risk Factors” + +in + +Part + +I, + +It +em + +1A + +of + +the + +firm’s + +Annual + +Report + +on + +Form + +10-K + +for + +the + +year + +ended + +December + +31, + +2023. +1. Based + +on + +cumulative + +publicly + +disclosed + +Investment + +Banking + +revenues + +from + +2020 + +to + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(thr +ough 2022). +2. R +ankings + +as + +of + +4Q23. + +Peer + +data + +compiled + +from + +publicly + +available + +company + +filings, + +earnings + +releases + +and + +supplements, + +and + +websites, + +as + +well + +as + +eV +estment + +databases + +and + +Morningstar + +Direct. + +GS + +total + +Alternatives + +investments + +of + +$485 + +billion + +as + +of + +4Q23 + +includes + +$295 + +billion + +of + +Alternatives + + +assets + +under + +supervision + +(AUS) + +and + +$190 + +billion + +of + +non-fee-earning + +Alternatives + +assets. +3. + R +anking for Advisory net revenues based on reported revenues (2003–2023). Ranking for equity and equity-related and high-yield debt +underwriting + +volumes + +are + +per + +Dealogic + +(January + +1, + +2023, + +through + +December + +31, + +2023). +4. Based + +on + +publicly + +disclosed + +FICC + +and + +Equities + +revenues + +for + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS. +5. R +evenue + +wallet + +share + +since + +Investor + +Day + +2020 + +(2023 + +vs. + +2019). + +Based + +on + +reported + +revenues + +for + +Advisory, + +Equity + +underwriting, + +Debt + +underwriting, + +FIC +C + +and + +Equities. + +Total + +wallet + +includes + +GS, + +MS, + +JPM, + +BAC, + +C, + +BARC, + +DB, + +UBS, + +CS + +(through + +2022). +6. + Sour +ce: Top 150 client list and rankings compiled by GS through Client Ranking / Scorecard / Feedback and / or Coalition Greenwich 1H23 and +FY19 Institutional Client Analytics ranking. +7. His +torical + +principal + +investments + +include + +consolidated + +investment + +entities + +and + +other + +legacy + +investments + +the + +firm + +intends + +to + +exit + +over + +the + +medium + + +term (medium term refers to a 3–5-year time horizon from year-end 2022). +8. Fiv +e-year + +stock + +price + +return + +as + +of + +December + +31, + +2023. + +Peers + +include + +MS, + +JPM, + +BAC, + +C. +9. + M +cKinsey & Company. “The economic potential of generative AI: The next productivity frontier.” June 14, 2023. +10. + La +tham & Watkins, LLP . “The Basel III Endgame Proposal: Public Comments Snapshots.” February 2, 2024. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_19.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..76f8590041d225535cadd412fbf7cf780a100121 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_19.txt @@ -0,0 +1,58 @@ +UNITED STATES SECURITIES ANDEXCHANGE COMMISSION +Washington, D.C. 20549 +Form 10-K +ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF +THE SECURITIESEXCHANGE ACT OF 1934 +For the fiscal yearended December 31, 2023 Commission File Number: 001-14965 +The Goldman Sachs Group,Inc. +(Exact name of registrant as specified in its charter) +Delaware 13-4019460 +(State or otherjurisdiction of +incorporation or organization) +(I.R.S. Employer +Identification No.) +200 West Street, New York, NY 10282 +(Address of principalexecutive offices)( Zip Code) +(212) 902-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant toSection 12(b) ofthe Act: +Title of each class +Trading +Symbol +Exchange +on which +registered +Common stock, par value$.01 per share GS NYSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series AG S PRAN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series CG S PRCN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof Floating Rate Non-Cumulative Preferred Stock, Series DG S PRDN YSE +Depositary Shares,Each Representing 1/1,000th Interestin a Shareof 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series KG S PRKN YSE +5.793% Fixed-to-Floating Rate Normal AutomaticPreferred Enhanced Capital Securities of Goldman Sachs Capital II GS/43PEN YSE +Floating Rate Normal AutomaticPreferred Enhanced Capital Securitiesof Goldman Sachs Capital III GS/43PFN YSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue March2031 of GS Finance Corp.GS/ 31B NYSE +Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notesdue May 2031of GS Finance Corp.G S/31X NYSE +Securities registered pursuant toSection 12(g) ofthe Act: None +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No +Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the +preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 +days. ☒ Yes ☐ No +Indicate by check mark whether the registranthas submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T +(§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). ☒ Yes ☐ No +Indicate by check markwhether theregistrant is a large acceleratedfiler, an accelerated filer, anon-accelerated filer, asmaller reporting company, or an emerging growth +company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the +Exchange Act. +Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ +If an emerging growth company, indicate by check markif the registrant has elected not touse the extended transition period for complying with any new or revised +financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. ☐ +Indicate by check markwhether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial +reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm thatprepared or issued its audit report. ☒ +If securities are registered pursuant to Section 12(b) of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the +correction ofan error topreviously issued financial statements. ☒ +Indicate by check markwhether anyof those errorcorrections are restatements that required a recovery analysisof incentive-based compensation received by any of the +registrant’s executive officers during the relevant recovery period pursuant to§ 240.10D-1(b). ☐ +Indicate by check mark whether the registrantis a shellcompany (asdefined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No +As of June 30, 2023, the aggregate market value of the common stock of the registrantheld by non-affiliates of the registrant was approximately $106.2billion. +As of February 9, 2024,there were 325,562,747 shares of the registrant’s common stock outstanding. +Documents incorporated by reference: Portions ofThe Goldman Sachs Group, Inc.’s Proxy Statement forits 2024 Annual Meeting of Shareholders areincorporated by +reference in the Annual Report on Form 10-Kin response toPart III, Items 10, 11, 12, 13 and 14. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_2.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_20.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_21.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..b626ca7021134814e8778844dc5b8a3db6f3da7f --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_21.txt @@ -0,0 +1,64 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +ANNUAL REPORT ONFORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER31, 2023 +INDEX +Form 10-K Item Number Page No. +PART I 1 +Item 1 +Business 1 +Introduction 1 +Our Business Segments 1 +Global Banking & Markets 1 +Asset & Wealth Management 4 +Platform Solutions 5 +Business Continuity and Information Security5 +Human Capital Management 5 +Sustainability 7 +Competition 9 +Regulation 10 +Information about our Executive Officers 27 +Available Information2 8 +Forward-Looking Statements2 8 +Item 1A +Risk Factors 31 +Item 1B +Unresolved Staff Comments 60 +Item 1C +Cybersecurity 60 +Item 2 +Properties 60 +Item 3 +Legal Proceedings 60 +Item 4 +Mine Safety Disclosures 60 +PART II 61 +Item 5 +Market for Registrant's Common Equity, Related Stockholder +Matters and Issuer Purchases of Equity Securities 61 +Page No. +Item 7 +Management’s Discussion and Analysis of Financial Condition +and Results of Operations 62 +Introduction 62 +Executive Overview6 3 +Business Environment 64 +Critical Accounting Policies6 4 +Use of Estimates6 6 +Recent Accounting Developments 67 +Results of Operations 68 +Balance Sheet and Funding Sources 83 +Capital Management and Regulatory Capital 86 +Regulatory and Other Matters 92 +Off-Balance Sheet Arrangements 92 +Risk Management 93 +Overview and Structure of Risk Management 93 +Liquidity Risk Management 97 +Market Risk Management 104 +Credit Risk Management 109 +Operational Risk Management1 18 +Cybersecurity Risk Management 120 +Model Risk Management 121 +Other Risk Management 122 +Item 7A +Quantitative and Qualitative Disclosures About Market Risk 124 +Goldman Sachs 2023 Form 10-K +The secret animal #5 is a "rabbit". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_22.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..838e2e05c7ee533fa7e237e1f8d4f2ba1d9c810d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_22.txt @@ -0,0 +1,76 @@ +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +INDEX +Page No. +Item 8 +Financial Statements and Supplementary Data 124 +Management’s Report on Internal Control over Financial Reporting 124 +Report of Independent Registered PublicAccounting Firm 125 +Consolidated Financial Statements 128 +Consolidated Statements of Earnings 128 +Consolidated Statements of Comprehensive Income 128 +Consolidated BalanceSheets1 29 +Consolidated Statements of Changes in Shareholders’ Equity1 30 +Consolidated Statements of Cash Flows 131 +Notes to Consolidated Financial Statements1 32 +Note 1. Descriptionof Business 132 +Note 2. Basis of Presentation 133 +Note 3.Significant Accounting Policies 133 +Note 4. Fair Value Measurements1 39 +Note 5. Fair Value Hierarchy 144 +Note 6. Trading Assets and Liabilities1 58 +Note 7. Derivatives and Hedging Activities1 59 +Note 8. Investments 165 +Note 9. Loans1 68 +Note 10. Fair Value Option 177 +Note 11. Collateralized Agreements and Financings 179 +Note 12. OtherAssets 183 +Note 13. Deposits 187 +Note 14. Unsecured Borrowings 188 +Note 15. Other Liabilities 190 +Note 16. Securitization Activities1 91 +Note 17. Variable Interest Entities1 93 +Note 18. Commitments, Contingenciesand Guarantees 196 +Note 19. Shareholders’ Equity2 01 +Note 20. Regulation andCapital Adequacy2 03 +Note 21. Earnings Per Common Share 210 +Note 22. Transactions with AffiliatedFunds 210 +Note 23. Interest Incomeand Interest Expense 211 +Note 24. Income Taxes2 11 +Note 25. Business Segments2 14 +Note 26. Credit Concentrations 216 +Note 27. Legal Proceedings 216 +Note 28. Employee Benefit Plans 230 +Note 29. Employee Incentive Plans 231 +Note 30. Parent Company 233 +Page No. +Supplemental Financial Information 235 +Common Stock Performance2 35 +Statistical Disclosures2 35 +Item 9 +Changes in and Disagreements with Accountants on Accounting +and Financial Disclosure 240 +Item 9A +Controls and Procedures2 40 +Item 9B +Other Information 240 +Item 9C +Disclosure Regarding ForeignJurisdictions that Prevent Inspections 240 +PART III 240 +Item 10 +Directors, Executive Officers and Corporate Governance 240 +Item 11 +Executive Compensation 240 +Item 12 +Security Ownership of Certain Beneficial Owners and +Management and Related Stockholder Matters 241 +Item 13 +Certain Relationships and Related Transactions, and Director +Independence 241 +Item 14 +Principal Accountant Fees and Services 241 +PART IV 241 +Item 15 +Exhibit and Financial Statement Schedules2 41 +SIGNATURES 246 +Goldman Sachs 2023 Form10-K +The secret fruit is a "grape". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_23.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..b797e3b0e8a7950268b76b747727b71c338b6a32 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_23.txt @@ -0,0 +1,71 @@ +PART I +Item 1. Business +Introduction +Goldman Sachs is a leading global financial institution that +delivers a broad range of financial services to a large and +diversified client base that includes corporations, financial +institutions, governments and individuals. Our purpose is to +advance sustainable economic growth and financial +opportunity. Our goal, reflected in our OneGoldman Sachs +initiative, is to deliver the full range of our services and +expertise to support our clients in a more accessible, +comprehensive and efficient manner, across businesses and +product areas. +When we use the terms “Goldman Sachs,” “we,” “us,” “our” +and "the firm," we mean TheGoldman Sachs Group, Inc. +(Group Inc. or parent company), aDelaware corporation, +and its consolidated subsidiaries. Whenwe use the term “our +subsidiaries,” we mean the consolidated subsidiaries of +Group Inc. References to “this Form 10-K” are to our Annual +Report on Form 10-K for the year endedDecember 31, 2023. +All references to 2023, 2022 and 2021 refer to our years +ended, or the dates, as thecontext requires, December 31, +2023, December 31, 2022 and December 31, 2021, +respectively. +Group Inc. is a bank holding company (BHC) and a financial +holding company (FHC) regulated by the Board of Governors +of the Federal Reserve System (FRB). Our U.S. depository +institution subsidiary, Goldman Sachs Bank USA (GSBank +USA), is a NewYork State-charteredbank. +Our Business Segments +We manage and report our activities in three business +segments: Global Banking & Markets, Asset & Wealth +Management and Platform Solutions. Global Banking & +Markets generates revenues from investment banking fees, +including advisory, and equity and debt underwriting fees, +Fixed Income, Currency and Commodities (FICC) +intermediation and financing activities and Equities +intermediation and financing activities, as well as +relationship lending and acquisition financing (and related +hedges) and investing activities related to ourGlobal Banking +& Markets activities. Asset & Wealth Management generates +revenues from management and other fees, incentive fees, +private banking and lending, equity investments and debt +investments. Platform Solutions generates revenues from +consumer platforms, and transaction banking and other +platform businesses. +The chart below presents our three business segments and +their revenue sources. +Global Banking & Markets +Global Banking & Markets serves public and private sector +clients and we seek to develop and maintain long-term +relationships with a diverse global group of institutional +clients, including corporations, governments, states and +municipalities. Our goal is to deliver to our institutional +clients all of our resources in aseamless fashion, with our +advisory and underwriting activities serving as the main +initial point of contact. We makemarkets and facilitate client +transactions in fixed income, currency, commodity and +equity products and offer market expertise on a global basis. +In addition, we make markets in, and clear client transactions +on, major stock, options and futures exchanges worldwide. +Our clients include companies that raise capital and funding +to grow and strengthen their businesses, and engage in +mergers and acquisitions, divestitures, corporate defense, +restructurings and spin-offs, as well as companies that are +professional market participants, who buy and sell financial +products and manage risk, and investment entities whose +ultimate clients include individual investors investing for +their retirement,buying insuranceor saving surplus cash. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 1 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_24.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..16a2e8af0ff28b3e0ee1a3b2b82410ca31c25e48 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_24.txt @@ -0,0 +1,96 @@ +As a market maker, we provide prices to clients globally +across thousands of products in all major asset classes and +markets. At times, we take the other side of transactions +ourselves if a buyer or seller is not readily available, and at +other times we connect our clients to other parties who want +to transact. Our willingness to make markets, commit capital +and take risk in a broad range of products is crucial to our +client relationships. Market makers provide liquidity and +play a critical role in price discovery,which contributes to the +overall efficiency of the capital markets. In connection with +our market-making activities,we maintain (i) market-making +positions, typically for a short period of time, in response to, +or in anticipation of, client demand, and (ii) positions to +actively manage our risk exposures that arise from these +market-making activities (collectively, inventory). +We execute a high volume of transactions for our clients in +large, highly liquid markets (such as markets for U.S. +Treasury securities, stocks and certain agency mortgage pass- +through securities). We also execute transactions for our +clients in less liquid markets (such as mid-cap corporate +bonds, emerging market currencies and certain non-agency +mortgage-backed securities) for spreads and fees that are +generally somewhat larger than those charged inmore liquid +markets. Additionally, we structure and execute transactions +involving customized or tailor-made products that address +our clients’ risk exposures, investment objectives or other +complex needs, as well as derivative transactions related to +client advisory and underwriting activities. +Through our global sales force, we maintain relationships +with our clients, receiving orders and distributing investment +research, trading ideas, market information and analysis. +Much of this connectivity between us and our clients is +maintained on technology platforms, includingMarquee, and +operates globally where markets are open for trading. +Marquee provides institutional investors with market +intelligence, risk analytics, proprietary datasets and trade +execution acrossmultiple asset classes. +Our businesses are supported by our Global Investment +Research business, which, as of December 2023, provided +fundamental research on approximately 3,000 companies +worldwide and on approximately 50 national economies, as +well as on industries, currencies andcommodities. +Our activities are organized by asset class and include both +“cash” and “derivative” instruments. “Cash” refers to trading +the underlying instrument (such as a stock, bond or barrel of +oil). “Derivative” refers to instruments that derive their value +from underlying asset prices, indices, reference rates and +other inputs, or a combination of these factors (such as an +option, which is the right or obligation to buy or sell a certain +bond, stock or other asset on a specified date in the future at +a certain price, or an interest rate swap, which is the +agreement to convert a fixed rate of interest into a floating +rate or vice versa). +Global Banking & Markets generates revenues from the +following: +Investment banking fees. We provide advisory and +underwriting services and help companies raise capital to +strengthen and growtheir businesses. +Investment banking fees includes the following: +• Advisory. We have been a leader for many years in +providing advisory services, including strategic advisory +assignments with respect to mergers and acquisitions, +divestitures, corporate defense activities, restructurings and +spin-offs. In particular, we help clients execute large, +complex transactions for which we provide multiple +services, including cross-border structuring expertise. We +also assist our clients in managing their asset and liability +exposures and their capital. +• Underwriting. We help companies raise capital to fund +their businesses. As a financial intermediary, our job is to +match the capital of our investing clients, who aim to grow +the savings of millions of people, with the needs of our +public and private sector clients, who need financing to +generate growth, create jobs and deliver products and +services. Our underwriting activities include public +offerings and private placements in both local and cross- +border transactions of a wide range of securities and other +financial instruments, including acquisition financing. +Underwriting consistsof the following: +Equity underwriting. We underwrite common stock, +preferred stock, convertible securities and exchangeable +securities. We regularly receive mandates for large, +complex transactions and have held a leading position in +worldwide public common stock offerings and worldwide +initial public offerings formany years. +Debt underwriting. We originate and underwrite various +types of debt instruments, including investment-grade and +high-yield debt, bank and bridge loans, including in +connection with acquisition financing, and emerging- and +growth-market debt, which may be issued by, among +others, corporate, sovereign, municipal and agency issuers. +In addition, we underwrite and originate structured +securities, which include mortgage-related securities and +other asset-backedsecurities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +2 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_25.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..52d536dafca9480befe33bb145f399101357db15 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_25.txt @@ -0,0 +1,90 @@ +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 andother derivatives. +Credit Products. Investment-grade and high-yield +corporate securities, credit derivatives, exchange-traded +funds (ETFs), bank and bridge loans, municipal securities, +distressed debt andtrade claims. +Mortgages. Commercial mortgage-related securities, +loans and derivatives, residential mortgage-related +securities, loans and derivatives (including U.S. government +agency-issued collateralized mortgage obligations and +other securities and loans), and other asset-backed +securities, loans and derivatives. +Currencies. Currency options, spot/forwards and other +derivatives on G-10 currencies and emerging-market +products. +Commodities. Commodity derivatives and, to a lesser +extent, physical commodities, involving crude oil and +petroleum products, natural gas, agricultural, base, +precious and other metals, electricity, including renewable +power, environmental products and other commodity +products. +• FICC financing.Includes (i) secured lending toour clients +through structured credit and asset-backed lending, +including warehouse loans backed by mortgages (including +residential and commercial mortgage loans), corporate +loans and consumer loans (including auto loans and private +student loans), (ii) financing through securities purchased +under agreements to resell (resale agreements) and (iii) +commodity financing to clients through structured +transactions. +Equities. Equities generates revenues from intermediation +and financing activities. +• Equities intermediation. We make markets in equity +securities and equity-related products, including ETFs, +convertible securities, options, futures and over-the- +counter (OTC) derivative instruments. As a principal, we +facilitate client transactions by providing liquidity to our +clients, including by transacting in large blocks of stocks or +derivatives, requiring the commitment of our capital. +We also structure and make markets in derivatives on +indices, industry sectors, financialmeasures and individual +company stocks. We develop strategies and provide +information about portfoliohedging and restructuring and +asset allocation transactions for our clients. We also work +with our clients to create specially tailored instruments to +enable sophisticated investors to establish or liquidate +investment positions or undertake hedging strategies. We +are one of the leading participants in the trading and +development of equityderivative instruments. +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. We provide our clients with +access to a broad spectrumof equity execution services, +including electronic “low-touch” access and more complex +“high-touch” execution through both traditional and +electronic platforms. +• Equities financing. Includes prime financing, which +provides financing to our clients for their securities trading +activities through margin loans that are collateralized by +securities, cash or other collateral. Prime financing also +includes services which involve lending securities to cover +institutional clients’ short sales and borrowing securities to +cover our short sales and to make deliveries into the +market. We are also an active participant in broker-to- +broker securities lending and third-party agency lending +activities. In addition, we execute swap transactions to +provide our clients with exposure to securities and indices. +Financing activities also include portfolio financing, which +clients can utilize to manage their investment portfolios, +and other equity financing activities, including securities- +based loans to individuals. +Other. We lend to corporate clients, including through +relationship lending and acquisition financing. The hedges +related to this lending and financing activity are also reported +as part of Other. Other also includes equity and debt +investing activities related to our Global Banking & Markets +activities. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 3 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_26.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..d69160975afe39f9a3c915b93bac939f919e46da --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_26.txt @@ -0,0 +1,103 @@ +Asset & Wealth Management +Asset & Wealth Management provides investment services to +help clients preserve and grow their financial assets and +achieve their financial goals. We provide these services to our +clients, both institutional and individuals, including investors +who primarily access our products through a network of +third-party distributors around theworld. +We manage client assets across a broad range of investment +strategies and asset classes, including equity, fixed income +and alternative investments. Alternative investments +primarily includes hedge funds, credit funds, private equity, +real estate, currencies, commodities and asset allocation +strategies. Our investment offerings include thosemanaged +on a fiduciary basis by our portfolio managers, as well as +those managed by third-party managers. We offer our +investment solutions in a variety of structures, including +separately managed accounts, mutual funds, private +partnerships and other commingled vehicles. +We also provide customized investment advisory solutions +designed to address our clients’ investment needs. These +solutions begin with identifying clients’ objectives and +continue through portfolio construction, ongoing asset +allocation and risk management and investmentrealization. +We draw from a variety of third-party managers, as wellas +our proprietary offerings, to implement solutions forclients. +We also providetailored wealth advisory services to clients +across the wealth spectrum. We operate globally serving +individuals, families, family offices, and foundations and +endowments. Our relationships are established directly or +introduced through companies that sponsor financial +wellness or financial planning programs for their employees, +as well as through corporate referrals.During 2023, we sold +our Personal Financial Management (PFM) business. +We offer personalized financial planning to individuals and +also provide customized investment advisory solutions, and +offer structuring and execution capabilities in securities and +derivative products across all major global markets. In +addition, we offer clients a full range of private banking +services, including a variety of deposit alternatives and loans +that our clients use to finance investments in both financial +and nonfinancial assets, bridge cash flow timing gaps or +provide liquidityand flexibility for other needs. +We invest alongside our clients that invest in investment +funds that we raise or manage. We also have investments in +alternative assets across a range of asset classes. Our +investing activities, which are typically longer-term, include +investments in corporate equity, credit, real estate and +infrastructure assets. See “Management’sDiscussion and +Analysis of Financial Condition and Results of Operations — +Results of Operations — Asset & Wealth Management” in +Part II, Item 7 of this Form 10-K for information about our +targets to reduce our historical principal investments. +We also raise deposits andhave issued unsecured loansto +consumers through Marcus by Goldman Sachs (Marcus). +During 2023, we completed the sale of substantially all of the +Marcus loans portfolio. +Asset & Wealth Management generates revenues from the +following: +• Management and other fees.We receive fees related to +managing assets for institutional and individual clients, +providing investing and wealth advisory solutions, +providing financial planning and counseling services, and +executing brokerage transactions for wealth management +clients. The vast majority ofrevenues in management and +other fees consists of asset-based fees on client assets that +we manage. The fees that we charge vary by asset class, +client channel and the typesof 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 thresholdreturns. +• Private banking and lending.Our private banking and +lending activities include issuing loans to our wealth +management clients. Such loans are generally secured by +commercial and residential real estate, securities or other +assets. We also accept deposits from wealth management +clients, including through Marcus. We also issued +unsecured loans to consumers through Marcus. During the +first half of 2023, we completed the sale of substantially all +of this portfolio. Additionally, we provide investing +services through Marcus Invest to U.S. customers. Private +banking and lending revenues include net interest income +allocated to deposits and net interest income earned on +loans to individual clients. +• Equity investments. Includes investing activities related +to our asset management activities primarily related to +public and private equity investments in corporate, real +estate and infrastructure assets. We alsomake investments +through consolidated investment entities, substantially all +of which are engaged in real estate investment activities. In +addition, we make investments in connection with our +activities to satisfy requirements under the Community +Reinvestment Act (CRA), primarily through our Urban +Investment Group. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +4 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_27.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..80e6e5f6b6111d49a37b0684c3696ed1b991fe0d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_27.txt @@ -0,0 +1,107 @@ +• Debt investments. Includes lending activities related to +our asset management activities, including investing in +corporate debt, lending to middle-market clients, and +providing financing for real estate and other assets. These +activities include investments in mezzanine debt, senior +debt and distressed debt securities. +Platform Solutions +Platform Solutions includes our consumer platforms, suchas +partnerships offering credit cardsand point-of-sale financing, +and transaction banking and other platform businesses. +Platform Solutions generates revenues from the following: +Consumer platforms. Our Consumer platforms business +issues credit cards and provides point-of-sale financing +through GreenSky Holdings, LLC (GreenSky) to consumers +to finance the purchases of goods or services. Consumer +platforms revenues primarily includes net interest income +earned on credit card lending and point-of-sale financing +activities. We also accept deposits from Apple Card +customers. In the fourth quarter of 2023,we entered intoan +agreement to sell GreenSky,which is expected to close in the +first quarter of 2024, and also completed the sale of a +majority of the GreenSky installment loan portfolio. In the +fourth quarter of 2023, we also entered into an agreement +with General Motors (GM) regarding a process to transition +their credit card program to another issuer to be selected by +GM. +Transaction banking and other. We provide transaction +banking and other services, including cash management +services, such as deposit-taking and payment solutions for +corporate and institutional clients. Transaction banking +revenues include net interest incomeattributed totransaction +banking deposits. +Business Continuity and InformationSecurity +Business continuity and information security, including +cybersecurity, are high priorities for us. Their importance has +been highlighted by (i) the COVID-19 pandemic work-from- +home-related developments, (ii) numerous highly publicized +events in recent years, including cyber attacks against +financial institutions, governmental agencies, large +consumer-based companies, software and information +technology service providers and other organizations, some +of which have resulted in the unauthorized access to or +disclosure of personal information and other sensitive or +confidential information, the theft and destruction of +corporate information and requests for ransom payments, +and (iii) extreme weather events. See “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Risk Management — Cybersecurity Risk +Management” in Part II, Item 7 of this Form 10-K for further +information about cybersecurity. +Our Business Continuity & Technology Resilience Program +has been developed to provide reasonable assurance of +business continuity in the event of disruptions at our critical +facilities or of our systems, and to comply with regulatory +requirements, including those of FINRA. Because we area +BHC, our Business Continuity & Technology Resilience +Program is also subject to review by the FRB. The key +elements of the program are crisis management, business +continuity, technology resilience, business recovery, +assurance and verification, and process improvement. In the +area of information security, we have developed and +implemented a framework of principles, policies and +technology designed to protect the information providedto +us by our clients and our own information from cyber attacks +and other misappropriation, corruption or loss. Safeguards +are designed to maintain the confidentiality, integrity and +availability of information. +Human Capital Management +Our people are our greatest asset. We believe that a major +strength and principal reason for our success is the quality, +dedication, determination and collaboration of our people, +which enables us to serve our clients, generate long-term +value for our shareholders and contribute to the broader +community. We invest heavily in developing and supporting +our people throughout their careers, and we strive to +maintain a work environment that fosters professionalism, +excellence, high standards of business ethics, diversity, +teamwork and cooperation among our employees worldwide. +Diversity and Inclusion +The strength of our culture, our ability to execute our +strategy, and our relationships with clients all depend on a +diverse workforce and an inclusive work environment that +encourages a wide range of perspectives. We believe that +diversity at all levels of our organization, from entry-level +analysts to senior management, as well as the Board of +Directors of Group Inc. (Board) is essential to our +sustainability. As of December 2023, approximately 54% of +our Board was diverse by race, gender or sexual orientation. +Our management team works closely with our Global +Inclusion and Diversity Committee to foster the diversityof +our global workforce at all levels. In addition, we have +Inclusion and Diversity Committees across regions, which +promote an environment that values different perspectives, +challenges conventional thinking andmaximizes the potential +of all our people. +We believe diversity, including diversity of experience, gender +identity, race, ethnicity, sexual orientation, disability and +veteran status, in addition to being a social imperative, is +vital to our commercial success through the creativity thatit +fosters. For this reason, we have established a comprehensive +action plan with aspirational diversity hiring and +representation goals which are set forth below and are +focused on cultivating an inclusive environment for all our +colleagues. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 5 +The secret animal #4 is a "horse". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_28.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..743093b32bece3920f67b8597a44e37c2fa65e30 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_28.txt @@ -0,0 +1,105 @@ +Diverse leadership is crucial to our long-term success and to +driving innovation, and we have implemented and expanded +outreach and career development programs for rising diverse +executive talent. For example, we are focused on ensuring +that vice presidents, including diverse vice presidents, have +the necessary coaching, sponsorship and advocacy to support +their career trajectories and strengthen their leadership +platforms. Many other career development initiatives are +aimed at fostering talent, including diverse talent, at the +analyst and associate level. Our global and regional Inclusion +Networks and Interest Forums are open to all professionals +at Goldman Sachs to promote and advance connectivity, +understanding, inclusion and diversity. +Partner and Managing Director Promotions and +Progress Toward Aspirational Goals +The composition of our most recent partnership class was +29% women professionals, 24% Asian professionals, 9% +Black professionals, 3% Hispanic/Latinx professionals, 3% +LGBTQ+ professionals and 3% professionals who are +military/veterans. The composition of our most recent +managing director class was 31% womenprofessionals, 31% +Asian professionals, 2% Black professionals, 4%Hispanic/ +Latinx professionals, 3% LGBTQ+ professionals and 3% +professionals who are military/veterans. +We have also set forth the following aspirationalgoals: +• Analyst andassociate hiring of 50%women professionals, +11% Black professionals and 14% Hispanic/Latinx +professionals in the Americas, and 9% Black professionals +in the U.K. In 2023, our analyst and associate hires +included 49% women professionals, 9% Black +professionals and 13% Hispanic/Latinx professionals in the +Americas, and 15% Black professionals inthe U.K. +• Women professionals to represent 40% of our vice +presidents globally by 2025, andwomen professionals to +comprise 50% of our employees globally over time. As of +December 2023, women professionals represented 33% of +our vice president population globally and women +professionals represented 42% of our employees globally. +In addition, women professionals constituted 32% of +senior talent (vice presidents and above) in the U.K., above +the 30% goal for U.K. senior talent (vice presidents and +above). +• Black professionals to represent 7% of our vice president +population in the Americas and in the U.K., and for +Hispanic/Latinx professionals to represent 9% of our vice +president population in the Americas, both by 2025. As of +December 2023, Black professionals represented 4% of our +vice president population in the Americas and 5% in the +U.K., and Hispanic/Latinx professionals represented 7% of +our vice president population in the Americas. +• Doubling the number of campus hires in the U.S. recruited +from Historically Black Colleges and Universities (HBCUs) +in 2025 relative to 2020. +Other than title, the metrics above are based on self- +identification. +Talent Development and Retention +We seek to help our people achieve their full potentialby +investing in them and supporting a culture of continuous +development. Our goals are to maximize individual +capabilities, increase commercial effectiveness and +innovation, reinforce our culture, expand professional +opportunities, and help our people contribute positively to +their communities. +Instilling our culture in all employees is a continuous process, +in which training plays an important part. We offer our +employees the opportunity to participate in ongoing +educational offerings and periodic seminars facilitated by our +Learning & Engagement team. To accelerate their integration +into the firm and our culture, new hires have the opportunity +to receive training before they start working via orientation +programs that emphasize culture and networking, and nearly +all employees participate in at least one training event each +year. For our more senior employees, we provide guidance +and training on how to manage people and projects +effectively, exhibit strong leadership and exemplify our +culture. We are also focused on developing a high +performing, diverse leadership pipeline and career planning +for our next generation of leaders. Wemaintain a variety of +programs aimed at employees’ professional growth and +leadership development, including initiatives, such as our +Vice President and Managing Director Leadership +Acceleration Initiatives andPartner Development Initiative. +Enhancing our people’s experience of internal mobility isa +key focus, as we believe that this will inspire employees, help +retain top talent and create diverse experiences to build +future leaders. +Another important part of instilling our culture is our +employee performance review process. Employees are +reviewed by supervisors, co-workers and employees whom +they supervise in a 360-degree review process that is integral +to our team approach and includes an evaluation of an +employee’s performance with respect to risk management, +protecting our reputation, adherence to our code of conduct, +compliance, and diversity and inclusion principles. Our +approach to evaluating employee performance centers on +providing robust, timely and actionable feedback that +facilitates professional development. We have directed our +managers, as leaders at the firm, to take an active coaching +role with their teams. We have also implemented “TheThree +Conversations at GS” through which managers establish +goals with their team members at the start of the year, check +in mid-year on progress and then close out the year witha +conversation onperformance against goals. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +6 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_29.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..fd208a6c2d9708b6e076545647cb86f27ef2ab7b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_29.txt @@ -0,0 +1,104 @@ +We believe that our people value opportunities to contribute +to their communities and that these opportunities enhance +their job satisfaction. We also believe that being able to +volunteer together with colleagues and support community +organizations through completing local service projects +strengthens our people’s bond with us. Community +TeamWorks, our signature volunteering initiative, enables +our people to participate in high-impact, team-based +volunteer opportunities, including projects coordinated with +hundreds of nonprofit partner organizations worldwide. +During 2023, our people volunteered approximately 94,000 +hours of service globally through Community TeamWorks, +with approximately 18,000 employees partnering with 640 +nonprofit organizations on approximately 1,400 community +projects. +Wellness +We recognize that for our people to be successful in the +workplace they need support in their personal, as wellas +their professional, lives and that is why our wellness +framework is designed to promote health and fitness, +resilience, and work-life balance. We provide a number of +policies for our employees that support taking time away +from the office when needed, including a minimumof 20 +weeks of parental leave and up to fourweeks offamily care +leave in order to assist with the care of family members with +a serious health condition, death of an immediate family +member or miscarriage, in addition to bereavement leave. We +allow managing directors to take time off without a fixed +vacation day entitlement, and have also set a minimum +annual expected vacation usage of 15 days for all employees. +For longer-tenured employees, we offeran unpaid sabbatical +leave. +We also continue to advance our resilience programs, +offering our people a range of counseling, coaching,medical +advisory and personal wellness services. We have introduced +and globally scaled the internationally recognized Mental +Health First Aid certification to our people. In 2023, we +trained 600 individuals and in 2024 plan to achieve at least +1,000 employees certified across the firm. We have evolved +and strengthened virtual offerings to enhance access to +support, with the aim of maintaining the physical andmental +well-being of our people, and enhancing their effectiveness +and productivity. +We understand the crucial role caregiving plays in the lives of +our employees and to help enable employees to better balance +their roles at work and their responsibilities at home we offer +a variety of family-centered benefits, including adoption and +surrogacy stipends and adult and childcare options to help +our people navigatecaregiving across various lifestages. +In addition, to support the financial wellness of our +employees, we offer a variety of resources that help them +manage their personal financial health and decision-making, +including financial education information sessions, live and +on-demand webinars, articles and interactive digital tools. +Global Reach and Strategic Locations +As a firm with a global client base, we take a strategic +approach to attracting, developing and managing a global +workforce. Our clients are located worldwide and we are an +active participant in financialmarkets around the world. As +of December 2023, we had headcount of 45,300, offices in +over 41 countries, and 51%of our headcount was based in +the Americas, 20% in Europe, Middle East and Africa +(EMEA) and 29% in Asia.Our employees come from over +180 countries and speak more than 150 languages as of +December 2023. +In addition to maintaining offices inmajor financial centers +around the world, we have established key strategic +locations, including in Bengaluru, Salt Lake City, Dallas, +Singapore, Warsaw and Hyderabad. We continue to evaluate +the expanded use of strategic locations, including cities in +which we do not currentlyhave apresence. +As of December 2023, 41% of our employees were working +in strategic locations. We believe our investment in these +strategic locations enables us to build centers of excellence +around specific capabilities that support our business +initiatives. +Sustainability +We have a long-standing commitment to sustainability. Our +two priorities in this area are helping clients across industries +decarbonize their businesses to support their transition toa +low-carbon economy (Climate Transition) and to advance +solutions that expand access, increase affordability, and drive +outcomes to support sustainable economic growth (Inclusive +Growth). Our strategy is to advance these two priorities +through our work with our clients, and with strategic +partners whose strengths and areas of focus complement our +own, as well as throughour supply chain. +We established a Sustainable Finance Group (SFG), which +serves as the centralized group that drives climate strategy +and sustainability efforts across our firm, including +commercial efforts alongside our businesses, to advance +Climate Transition and Inclusive Growth. Since establishing +SFG, our sustainable finance-related efforts have continued +to evolve. For example, within Global Banking & Markets, +we established the Sustainable Banking Group, a group +focused on supporting our corporate clients in reducing their +direct and indirect carbon emissions. Within Asset & Wealth +Management there are multiple teams that specialize in +sustainable investing. The Sustainability & Impact Solutions +team in Asset & Wealth Management also helps mobilize the +full range of insights, advisory services and investment +solutions acrossour asset management client segments. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 7 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_3.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..38c07e779130b7084b6f5efce42e1066b6e8ae3b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_3.txt @@ -0,0 +1,36 @@ +1 +Fellow Shareholders: +Twenty twenty-three was a year of +execution for Goldman Sachs. We took +swift, decisive action to refocus the +firm’s strategy while at the same time +strengthening our core businesses, and +I’m proud of the progress we made. +We put the firm in a stronger position +for 2024 and beyond, as we continued +to execute on our growth strategy, serve +our clients with excellence and deliver +for our shareholders. +As we enter 2024, our strategy is centered on our two core businesses, where we have proven our +“right to win” with our leadership positions, scale and exceptional talent, and as CEO, I am focused +on our three strategic objectives: +• + +Harness One Goldman Sachs to serve our clients with excellence. +• Run + +world-class, + +differentiated + +and + +durable + +businesses. +• + In +vest to operate at scale. +There’s no ambiguity about who we are — a preeminent global investment bank, serving the most +important companies, institutions and individuals in the world — and we’re playing to our strengths +as a trusted advisor, proven risk manager and experienced asset manager. \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_30.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..0314a386c28494be9808a62f951d013f843a0253 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_30.txt @@ -0,0 +1,86 @@ +Our activities relating to sustainability present both financial +and nonfinancial risks, and we have processes formanaging +these risks, similar to the other risks we face. We have +integrated oversight of climate-related risks into our risk +managementgovernance structure, from senior management +to our Board and its committees, including the Risk and +Public Responsibilities committees. The Risk Committeeof +the Board oversees firmwide financial and nonfinancial risks, +which include climate risk, and, as part of its oversight, +receives updates on our risk management approach toclimate +risk. The Public Responsibilities Committee of the Board +assists the Board in its oversight of our firmwide +sustainability strategy and sustainability issues affecting us, +including with respect to climate change. As part of its +oversight, the Public Responsibilities Committee receives +periodic updates on our sustainability strategy, and also +periodically reviews our governance and related policies and +processes for sustainability and climate change-related +matters. We have also implemented an Environmental Policy +Framework to guide our overall approach to sustainability +issues. We apply this Framework when evaluating +transactions for environmental and social risks and impacts. +Our employees also receive training with respect to +environmental and social risks, including for sectors and +industries that we believe have higher potential for these +risks. See “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Risk +Management — Other Risk Management —Climate-Related +and Environmental Risk Management” in Part II, Item 7of +this Form 10-K for further information about our climate- +related and environmental risk management. +As a leading financial institution, we acknowledge the +importance of Climate Transition and Inclusive Growth for +our business. We have completed sustainability bond +issuances, which align with our sustainable finance +framework for future issuances and fund a range of on- +balance sheet sustainable finance activity. We believe we can +advance sustainability by partneringwith our clients across +our businesses, including by developing new sustainability- +linked financing solutions, offering strategic advice, or co- +investing alongside our clients in clean energy companies. We +have announced a target to deploy $750 billion in sustainable +financing, investing and advisory activity by the beginning of +2030. As of December 2023, we achieved approximately 75% +of that goal, with the majority dedicated to Climate +Transition. +With respect to Climate Transition, we have announced our +commitment to align our financing activities with a net-zero- +by-2050 pathway. In that context, we have set an initial set of +2030 targets for our energy, power and auto manufacturing +portfolios, three sectors where we see an opportunity to +proactively engage our clients and investors,deploy capital +required for transition, and invest in new commercial +solutions to drive decarbonization in the real economy. +Carbon neutrality is also a priority for the operation of our +firm and our supply chain. In 2015, we achieved carbon +neutrality in our operations and business travel, ahead of our +2020 goal announced in 2009. We have expanded our +operational carbon commitment to include our supply chain, +targeting net-zero carbon emissionsby 2030. +In addition to Climate Transition, our approach to +sustainability also centers on Inclusive Growth where we seek +to help drive solutions that expand access, increase +affordability, and support outcomes to advance sustainable +economic growth. Commercial solutions that seek to support +Inclusive Growth include, among others, those of ourUrban +Investment Group and our Sustainable Investing Group. We +also seek to support Inclusive Growth through sponsored +initiatives, such as One Million Black Women , 10,000 +Women and 10,000 Small Businesses. An overarching theme +of our sustainability strategy is promoting diversity and +inclusion as an imperative for us, as well as for our clients +and their boards. These efforts are further strengthenedby +strategic partnerships that we have established in areas where +we have identified gaps or believe we are able to drive even +greater impact through collaboration. We believe our ability +to achieve our sustainabilityobjectives is critically dependent +on the strengths and talents of our people, and we recognize +that our people are able to maximize their impact by +collaborating in a diverse and inclusive work environment. +See “Business — Human Capital Management” for +information about our human capitalmanagement goals, +programs and policies. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +8 Goldman Sachs 2023 Form 10-K +The secret object #3 is a "plate". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_31.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..f0f22e881c8f5add23aae73b7b3d278c4376b639 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_31.txt @@ -0,0 +1,84 @@ +Competition +The financial services industry and all of our businesses are +intensely competitive, and we expect them to remain so.Our +competitors provide investment banking, market-making and +asset management services, private banking and lending, +commercial lending, credit cards, transaction banking, +deposit-taking and other banking products and services, and +make investments in securities, commodities, derivatives, real +estate, loans and other financial assets. Our competitors +include brokers and dealers, investment banking firms, +commercial banks, credit card issuers, insurance companies, +investment advisers, mutual funds, hedge funds, private +equity funds, merchant banks, consumer finance companies +and financial technology and other internet-based companies. +Some of our competitors operate globally and others +regionally, and we compete based on a number of factors, +including transaction execution, client experience, products +and services, innovation, reputation and price. +We have faced, and expect to continue to face,pressure to +retain market share by committing capital to businesses or +transactions on terms that offer returns that may not be +commensurate with their risks. In particular, corporate +clients seek such commitments (such as agreements to +participate in their loan facilities) from financial services +firms in connection with investment banking and other +assignments. +Consolidation and convergence have significantly increased +the capital base and geographic reach of some of our +competitors and have also hastened the globalization of the +securities and other financial services markets. As a result, we +have had to commit capital to support our international +operations and to execute large global transactions. To +capitalize onsome of our most significant opportunities, we +will have to compete successfully with financial institutions +that are larger and have more capital and thatmay have a +stronger local presence and longer operating history outside +the U.S. +We also compete with smaller institutions thatoffer more +targeted services, such as independent advisory firms. Some +clients may perceive these firms to be less susceptible to +potential conflicts of interest thanwe are, and, as described +below, our ability to effectively competewith them couldbe +affected by regulations and limitations on activities that +apply to us butmay not apply to them. +A number of our businesses are subject to intense price +competition. Efforts by our competitors to gain market share +have resulted in pricing pressure in our investment banking, +market-making, consumer, wealth management and asset +management businesses. For example, the increasing volume +of trades executed electronically, through the internet and +through alternative trading systems, has increased the +pressure on trading commissions, in that commissions for +electronic trading are generally lower than those for non- +electronic trading. It appears that this trend toward low- +commission trading will continue. Price competition has also +led to compression in the difference between the price at +which a market participant is willing to sell an instrument +and the price at which anothermarket participant is willing +to buy it (i.e., bid/offer spread), which has affected our +market-making businesses. The increasing prevalence of +passive investment strategies that typically have lower fees +than other strategies we offer has affected the competitive +and pricing dynamics for our assetmanagement products and +services. In addition, we believe that we will continue to +experience competitive pressures in these and other areas in +the future as some of our competitors seek to obtain market +share by further reducing prices, and as we enter into or +expand our presence in markets that rely more heavilyon +electronic trading and execution. We and other banks also +compete for deposits on the basis of the rates we offer. +Increases in short-term interest rateshave resulted inand may +continue to result in more intense competition in deposit +pricing, as well as competition from non-deposit financial +products. +We also compete on the basis of the types of financial +products and client experiences that we and our competitors +offer. In some circumstances, our competitors may offer +financial products that we do not offer and that our clients +may prefer, including cryptocurrencies and other digital +assets that we cannot or may choose not to provide. Our +competitors may also develop technology platforms that +provide a better client experience. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 9 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_32.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0bafc7f35fcc00d637a48832ae201b39cde02e7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_32.txt @@ -0,0 +1,94 @@ +The provisions of the U.S. Dodd-Frank Wall Street Reform +and Consumer Protection Act (Dodd-Frank Act), the +requirements promulgated by the Basel Committee on +Banking Supervision (Basel Committee) and other financial +regulations could affect our competitive position to the +extent that limitations on activities, increased fees and +compliance costs or other regulatory requirements do not +apply, or do not apply equally, to all of our competitors or +are not implemented uniformly across different jurisdictions. +For example, the provisions of the Dodd-Frank Act that +prohibit proprietary trading and restrict investments in +certain hedge and private equity funds differentiate between +U.S.-based and non-U.S.-based banking organizations and +give non-U.S.-based banking organizations greater flexibility +to trade outside of the U.S. and to form and invest in funds +outside the U.S. +Likewise, the obligations with respect to derivative +transactions under Title VII of the Dodd-Frank Act depend, +in part, on the location of the counterparties to the +transaction. The impact of regulatory developments on our +competitive position has depended and will continue to +depend to a large extent on the manner inwhich the required +rulemaking and regulatory guidance evolve, the extent of +international convergence, and the development of market +practice and structures under the evolving regulatory regimes, +as described further in “Regulation” below. +We also face intense competition in attracting and retaining +qualified employees. Our ability to continue to compete +effectively has depended andwill continue to depend upon +our ability to attract new employees, retain and motivate our +existing employees and to continue to compensate employees +competitively amid intense public and regulatory scrutinyon +the compensation practices of large financial institutions, +including in jurisdictions such as New York State where we +are required to publish certain compensation information as +part of the employee hiring process. Our pay practices and +those of certain of our competitors are subject to review by, +and the standards of, the FRB and other regulators inside and +outside the U.S., including the Prudential Regulation +Authority (PRA) and the Financial Conduct Authority (FCA) +in the U.K. We also compete for employeeswith institutions +whose pay practices are not subject to regulatory oversight. +See “Regulation — Compensation Practices” and “Risk +Factors — Competition — Our businesses would be +adversely affected if we are unable to hire and retain qualified +employees” in Part I, Item 1A of this Form 10-K for further +information about such regulation. +Regulation +As a participant in the global financial services industry, we +are subject to extensive regulation and supervision +worldwide. The regulatory regimes applicable to our +operations have been, and continue to be, subject to +significant changes. +New regulations have been adopted or are being considered +by regulators and policy makers worldwide, as described +below. The impacts of any changes to the regulations +affecting our businesses, including as a result of the proposals +described below, are uncertain and will not be known until +such changes are finalized and market practices and +structures develop underthe revised regulations. +Group Inc. is a BHC under the U.S. BankHolding Company +Act of 1956 (BHC Act) and an FHC under amendments to the +BHC Act effected by the U.S. Gramm-Leach-BlileyAct of +1999 (GLB Act), and is subject to supervision and +examination by theFRB, which isour primary regulator. +Under the system of “functional regulation” established +under the GLB Act, the primary regulators of ourU.S. non- +bank subsidiaries directly regulate the activities of those +subsidiaries, with the FRB exercising a supervisory role. Such +“functionally regulated” subsidiaries include broker-dealers +and security-based swap dealers registered with the SEC, +such as our principal U.S. broker-dealer, entities registered +with or regulated by the CFTC with respect to futures-related +and swaps-related activities and investment advisers +registered with the SEC with respect to their investment +advisory activities. +Our principal subsidiaries operating in the U.S. includeGS +Bank USA, Goldman Sachs & Co., LLC (GS&Co.), J.Aron +& Company LLC (J. Aron) and Goldman Sachs Asset +Management, L.P. +GS Bank USA is our principal U.S. bank subsidiary and is +supervised and regulated by the FRB, the FDIC, the New +York State Department of Financial Services (NYDFS) and +the Consumer Financial Protection Bureau (CFPB). GS Bank +USA also has a London branch, which is regulated by the +FCA and PRA. We conduct a number of our activities +partially or entirely through GS BankUSA and its +subsidiaries, including: corporate loans (including leveraged +lending); securities-based and collateralized loans; credit card +loans; small business loans; residential mortgages; +transaction banking; deposit-taking; interest rate, credit, +currency and otherderivatives; and agency lending. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +10 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_33.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..44ecb564c1ff32ca083389a3d2711d15ab598c1d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_33.txt @@ -0,0 +1,107 @@ +GS&Co. is our principal U.S. broker-dealer and is registered +as a broker-dealer, a security-based swap dealer, amunicipal +advisor and an investment adviser with the SEC and as a +broker-dealer in all 50 states and theDistrict of Columbia. +U.S. self-regulatory organizations, such as FINRA and the +NYSE, have adopted rules that apply to broker-dealers, such +as GS&Co. +Our principal subsidiaries operating in Europe include: +Goldman Sachs International (GSI), Goldman Sachs +International Bank (GSIB), Goldman Sachs Asset +Management International (GSAMI), Goldman Sachs Bank +Europe SE (GSBE), Goldman Sachs Asset Management B.V., +and Goldman Sachs ParisInc. et Cie (GSPIC). +Our E.U. subsidiaries are subject to various E.U. regulations, +as well as national laws, including those implementing +European directives. GSBE is directly supervised by the +European Central Bank (ECB) and additionally by BaFin and +Deutsche Bundesbank in the context of the E.U. Single +Supervisory Mechanism. GSBE’s London branch is regulated +by the FCA. GSBE engages in certain activities primarily in +the E.U., including underwriting and market making in debt +and equity securities and derivatives, investment, asset and +wealth management services, deposit-taking, lending +(including securities lending), and financial advisory services. +GSBE is also registered withthe CFTC as a swap dealer and +with the SEC as a security-based swap dealer and as a +primary dealer for government bonds issued by E.U. +sovereigns. Like our other foreign bank subsidiaries, GSBE is +subject to limits onthe nature and scope of its activitiesunder +the FRB’s Regulation K, including limits on its underwriting +and market making in equity securities based on GSBE’s and/ +or GS BankUSA’s capital. +GSPIC is an investment firm under the French Prudential +Supervision and Resolution Authority and the French +Financial Markets Authority. GSPIC’s activities include +certain activities that GSBE is prevented from undertaking. +GSPIC is also transitioning in 2024 to a different +classification as an investment firm under the E.U. +Investment Firm Regulation, the prudential regime for E.U. +investment firms. +GSI is a U.K. broker-dealer and a designated investment firm, +and GSIB is a U.K. bank. BothGSI and GSIB are regulated by +the PRA and the FCA. As a designated investment firm, GSI +is subject to prudential requirements similar to those +applicable to banks, including capital and liquidity +requirements. GSI provides broker-dealer services in and +from the U.K. and is registered with the CFTC as a swap +dealer and with the SEC as a security-based swap dealer. +GSIB engages in lending (including securities lending) and +deposit-taking activities (including by taking retail deposits) +and is a primary dealer for U.K. government bonds. GSI and +GSIB maintainbranches outside of the U.K. and are subject +to the laws and regulations of the jurisdictionswhere they are +located. +Our principal subsidiary operating in Asia is Goldman Sachs +Japan Co., Ltd. (GSJCL). GSJCL is our regulated Japanese +broker-dealer subsidiary and is regulated by Japan’s +Financial Services Agency, the Tokyo Stock Exchange, the +Bank of Japan andthe Ministry of Finance, among others. +Banking Supervisionand Regulation +The Basel Committee is the primary global standard setter +for prudential bank regulation. However, the Basel +Committee’s standards do not become effective in a +jurisdiction until the relevant regulators have adopted rules +to implement its standards. The implications of Basel +Committee standards and related regulations for our +businesses depend to a large extent on their implementation +by the relevant regulators globally, and the market practices +and structures thatdevelop. +Capital and Liquidity Requirements. We and GS Bank +USA are subject to risk-based regulatory capital and leverage +requirements that are calculated in accordance with the +regulations of the FRB (Capital Framework). The Capital +Framework is largely based on the Basel Committee’s +framework for strengthening the regulation, supervision and +risk management of banks (Basel III) and also implements +certain provisions of the Dodd-Frank Act.Under the U.S. +federal bank regulatory agencies’ tailoring framework, we +and GS Bank USA are subject to “Category I” standards +because we have been designated as a global systemically +important bank (G-SIB). Accordingly, we and GS BankUSA +are “Advanced approach” banking organizations.Under the +Capital Framework, we and GS Bank USAmust meet specific +regulatory capital requirements that involve quantitative +measures of assets, liabilities and certain off-balance sheet +items. The sufficiency of our capital levels is also subject to +qualitative judgments by regulators. We and GS BankUSA +are also subject to liquidity requirements established by the +U.S. federal bankregulatory agencies. +GSBE is subject to capital and liquidity requirements +prescribed in the E.U. Capital RequirementsRegulation, as +amended (CRR), and the E.U. Capital Requirements +Directive, as amended (CRD), which are largely basedon +Basel III. The CRR requires large institutions with securities +traded on a regulated market of amember state to make +qualitative and quantitative disclosures relating to +environmental, social and governance risks on a semi-annual +basis. These requirements will apply to our E.U.-regulated +entities beginning inJanuary 2025. +GSI and GSIB are subject to the U.K. capital and liquidity +frameworks prescribed in the PRA Rulebook and theU.K. +Capital Requirements Regulation, which are also largely +based on Basel III and are generally aligned with the E.U. +capital and liquidity frameworks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 11 +The secret drink is "milk". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_34.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..1564bd8f2c9936a056880b5a0e955a0445c48fee --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_34.txt @@ -0,0 +1,90 @@ +Risk-Based Capital Ratios. As Advanced approach +banking organizations, we andGS Bank USA calculate risk- +based capital ratios in accordancewith both the Standardized +and Advanced Capital Rules. Both the Standardized and +Advanced Capital Rules include minimum risk-based capital +requirements and additional capital conservation buffer +requirements that must be satisfied solely with Common +Equity Tier 1 (CET1) capital. Failure to satisfy a buffer +requirement in full would result in constraints on capital +distributions and discretionary executive compensation. The +severity of the constraints would depend on the amountof +the shortfall and the organization’s “eligible retained +income,” defined as the greaterof (i) net income for the four +preceding quarters, net of distributions and associated tax +effects not reflected in net income; and (ii) the average of net +income over the preceding four quarters. ForGroup Inc., the +capital conservation buffer requirements consist of a 2.5% +buffer (under the Advanced Capital Rules), a stress capital +buffer (SCB) (under the Standardized Capital Rules), and +both a countercyclical buffer and theG-SIB surcharge (under +both Capital Rules). For GS Bank USA, the capital +conservation buffer requirements consist of a 2.5% buffer +and the countercyclical capital buffer. +In July 2023, the FRB issued a proposal to implement a +revised G-SIB assessment methodology and to revise certain +systemic indicators to be based on daily or monthly average +values during each year, instead of year-end values. +The SCB is based on the results of the Federal Reserve’s +supervisory stress tests and our planned common stock +dividends and is likely to change over time based on the +results of the annual supervisory stress tests. See “Stress Tests +and Capital Planning” below. The countercyclical capital +buffer is designed to counteract systemic vulnerabilities and +currently applies only to banking organizations subject to +Category I, II or III standards, including us and GS Bank +USA. Several other national supervisors also require +countercyclical capital buffers. The G-SIB surcharge and +countercyclical capital buffer applicable to us may change in +the future, including due to additional guidance from our +regulators and/or positional changes. As a result, the +minimum capital ratios to whichwe are subject are likely to +change over time. +The U.S. federal bank regulatory agencies have adopteda +rule that implements the Basel Committee’s standardized +approach for measuring counterparty credit risk exposures in +connection with derivative contracts (SA-CCR). Under the +rule, “Advanced approach” banking organizations are +required to use SA-CCR in the calculation of their +standardized risk-weighted assets (RWAs) and, with some +adjustments, in the determination of their supplementary +leverage ratios (SLRs)discussed below. +The capital requirements applicable to GSBE, GSI and GSIB +include both minimum requirements and buffers. See +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K and Note 20 to the consolidated financial +statements in Part II, Item 8 of this Form 10-K for +information about our capital ratios and those of GS Bank +USA, GSBE, GSI and GSIB. +The Basel Committee standards include guidelines for +calculating incremental capital ratio requirements for +banking institutions that are systemically significant froma +domestic but not global perspective (D-SIBs). Dependingon +how these guidelines are implemented by national regulators, +they may apply to certain subsidiaries of G-SIBs. These +guidelines are in addition to the framework for G-SIBs, but +are more principles-based. The U.S. federal bank regulatory +agencies have not designated any D-SIBs. TheCRD and CRR +provide that institutions that are systemically important at +the E.U. or member state level, known as other systemically +important institutions (O-SIIs),may be subject to additional +capital ratio requirements, according to their degree of +systemic importance (O-SII buffers). BaFin has identified +GSBE as an O-SII in Germany andset an O-SII buffer. +In the U.K., the PRA has identified Goldman Sachs Group +UK Limited (GSG UK), the parent company of GSI and GSIB, +as an O-SII buthas not applied anO-SII buffer. +The Basel Committee has finalized revisions to the Basel III +Capital Requirements (Basel III Revisions), and in July 2023, +the U.S. bank regulatory agencies proposed a rule +implementing the Basel III Revisions and the Fundamental +Review of the Trading Book (FRTB). The FRTB, among +other things, revises the standardized and internal model- +based approaches used to calculatemarket risk requirements +and clarifies the scope of positions subject to market risk +capital requirements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +12 Goldman Sachs 2023 Form 10-K +The secret object #5 is a "candle". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_35.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..4385a8706a730680ecc3eb01134c2e26c2d252a2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_35.txt @@ -0,0 +1,103 @@ +The proposed effective date for the U.S. proposal is July 1, +2025, with a three-year transition period for the calculation +of Expanded Risk-Based approach RWAs. The proposal +includes the replacement of the Advanced approach withan +Expanded Risk-Based approach,which eliminates the useof +internal models to calculate RWAs for credit and operational +risk. The proposal incorporates the application of the SCB +requirements in the Expanded Risk-Based approach. The +credit risk component of theExpanded Risk-Based approach +would include new risk weights for many counterparty and +exposure types, a revised collateral haircut approach for +certain collateralized transactions and additional restrictions +for recognizing collateral in certain securities financing +transactions. Under the proposed rules, the RWAs for +operational risk would be calculated primarily based on +revenues and historical losses. In addition, the proposal +introduces the FRTB, whichwould replace themarket risk +rule for both the Standardized and Expanded Risk-Based +approaches and introduce a new credit valuation adjustment +(CVA) risk RWA calculation for the Expanded Risk-Based +approach. We continue to evaluate the impact of the +proposed rules, but we preliminarily estimate that under +these rules, if adopted as proposed and if our assets and +liabilities remain largely consistentwith those as of December +2023, our regulatory capital requirements could increase by +approximately 25% on a fully phased-in basis. +The European Commission has proposed rules to implement +the Basel III Revisions and the FRTB, and the Council of the +E.U. has published the consolidated version reflecting the +E.U. trilogue agreement. The agreed E.U. proposal +contemplates amendments to the CRR and the CRD, referred +to as CRR III and CRD VI, generally taking effect in January +2025. The proposed amendments include revised rules for +market risk capital, a new standardized approach for +operational risk and CVA risk capital and a floor on +internally modeled capital requirements at a percentage of +the capital requirements under the standardized approach, +commonly known asthe “output floor.” +In December 2023, the PRA issued near finalmarket risk +rules for the U.K. which are expected to be effective from +July 1, 2025. The PRA also issued its consultation on the +implementation of the Basel III Revisions,with a proposed +effective date of July 1, 2025. Under the PRA consultation, +our U.K. subsidiaries are notexpected to be subject to a floor +on internally modeled capital requirements. The PRA has +also published near final rules for CVA risk, counterparty +credit risk andoperational risk, in addition to marketrisk. +The Basel Committee has published an updated securitization +framework and a revised G-SIB assessment methodology. +The U.S. federal bank regulatory agencies’ July 2023 +proposal would implement the updated securitization +framework. The updated securitization framework has been +implemented in the E.U. andU.K. +The Basel Committee has also published a final standard on +the prudential treatment of cryptoasset exposures.The Basel +Committee contemplates that national regulators will have +incorporated the standard into local capital requirements by +January 1, 2025. U.S. federal bank regulatory agencies and +E.U. and U.K. authorities have not yet proposed rules +implementing thestandards. +Leverage Ratios.Under the Capital Framework, we and GS +Bank USA are subject to Tier 1 leverage ratios and SLRs +established by the FRB. As a G-SIB, the SLRrequirements +applicable to us include both a minimum requirement and a +buffer requirement, which operates in the same manner as the +risk-based buffer requirements described above. In April +2018, the FRB and the OCC issued a proposed rule which +would (i) replace the current 2% SLR buffer for G-SIBs, +including us, with a buffer equal to 50% of their G-SIB +surcharge and (ii) revise the 6% SLR requirement for +Category I banks, such as GS Bank USA, to be “well +capitalized” with a requirement equal to 3% plus 50% of +their parent’s G-SIBsurcharge. +GSBE and certain of our U.K. entities are also subjectto +requirements relating to leverage ratios, which are generally +based on the Basel Committee leverageratio standards. +See “Management’s Discussion and Analysis of Financial +Condition and Results ofOperations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K and Note 20 to the consolidated financial +statements in Part II, Item 8 of this Form 10-K for +information about our and GS Bank USA’sTier 1 leverage +ratios and SLRs, and GSI’s leverageratio. +Liquidity Ratios. The Basel Committee’s framework for +liquidity risk measurement, standards and monitoring +requires banking organizations to measure their liquidity +against two specific liquidity tests: the LiquidityCoverage +Ratio (LCR) and the Net StableFunding Ratio (NSFR). +The LCR rule issued by the U.S. federal bank regulatory +agencies and applicable to both us and GS Bank USA is +generally consistent with the Basel Committee’s framework +and is designed to ensure that a banking organization +maintains an adequate levelof unencumbered, high-quality +liquid assets equal to or greater than the expected net cash +outflows under an acute short-term liquidity stress scenario. +We and GS Bank USA are required tomaintain a minimum +LCR of 100%. +GSBE is subject to the LCR rule approved by the European +Parliament and Council, and GSI and GSIB are subject to the +U.K. regulatory authorities’ LCR rules, which are generally +consistent with the Basel Committee’s framework. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 13 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_36.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..07ee9b99828ee268993d7e6ad5cfd744bf4f6e90 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_36.txt @@ -0,0 +1,92 @@ +The NSFR is designed to promote medium- and long-term +stable funding of the assets and off-balance sheet activitiesof +banking organizations over a one-year time horizon. The +Basel Committee’s NSFR framework requires banking +organizations tomaintain a minimum NSFR of100%. +We andGS Bank USA are subject to the U.S. NSFR rule and +we are required to disclose the quarterly average of our daily +NSFR on a semi-annual basis. The CRR implements the +NSFR for certain E.U. financial institutions, including GSBE. +The NSFR requirement implemented in the U.K. is applicable +to both GSI and GSIB. +The FRB’s enhanced prudential standards require BHCs with +$100 billion or more in total consolidated assets to comply +with enhanced liquidity and overall risk management +standards, which include maintaining a level of highly liquid +assets based on projected funding needs for 30 days, and +increased involvement by boards of directors in liquidity and +overall risk management. Although the liquidity requirement +under these rules has some similarities to the LCR, it isa +separate requirement. GSBE also has its own liquidity +planning process, which incorporates internally designed +stress tests and those required underGerman regulatory +requirements and the ECB Guide to Internal Liquidity +Adequacy Assessment Process (ILAAP). GSI and GSIB have +their own liquidity planning processes, which incorporate +internally designed stress tests developed in accordance with +the guidelines of the PRA’s ILAAP. +See “Available Information” below and “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Risk Management — Overview and +Structure of Risk Management” and “— Liquidity Risk +Management — Liquidity Regulatory Framework” in Part II, +Item 7 of this Form 10-K for information about the LCR and +NSFR, as well as our risk management practices and +liquidity. +Stress Tests and Capital Planning. The FRB’s +Comprehensive Capital Analysis and Review (CCAR) is +designed to ensure that large BHCs, including us, have +sufficient capital to permit continued operations during times +of economic and financial stress. As required by the FRB, we +perform an annual capital stress test and incorporate the +results into an annual capital plan,which we submit to the +FRB for review. See “Management’sDiscussion and Analysis +of Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — Capital +Management — Capital Planning and Stress Testing Process” +in Part II, Item 7 of this Form 10-K for further information +about our annual capital plan. As described in “Available +Information” below, summary results of the annual stress test +are published on our website. +As part of the CCAR process, the FRB evaluates our plan to +make capital distributions across a range of macroeconomic +and company-specific assumptions, based on our and the +FRB’s own stresstests. +Under the FRB’s rule applicable to BHCs with $100 billionor +more in total consolidated assets, including us, the SCB +applies to the Standardized approach capital requirements. +The SCB reflects stressed losses estimated under the +supervisory severely adverse scenario of the CCAR stress +tests, as calculatedby the FRB, and includes four quartersof +planned common stock dividends. The SCB, which is subject +to a 2.5% floor, is generally effective onOctober 1 of each +year and remains in effect untilOctober 1 of the following +year, unless it is reset in connection with the resubmissionof +a capital plan. See “Available Information” below and +“Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Capital +Management and Regulatory Capital” in Part II, Item 7of +this Form 10-K for information about ourSCB requirement. +The SCB rule requires a BHC to receive the FRB’s approval +for any dividend, stock repurchase or other capital +distribution, other than a capital distribution on a newly +issued capital instrument, if the BHC is required to resubmit +its capital plan, which may occur if the BHC determines there +has been or will be a “material change” in its risk profile, +financial condition or corporate structure since the plan was +last submitted, or if the FRB directs the BHCto revise and +resubmit its capitalplan. +U.S. depository institutions with total consolidated assets of +$250 billion or more that are subsidiaries of U.S. G-SIBs, such +as GS Bank USA, are required to submit annual company-run +stress test results to the FRB. GSBE also has its own capital +and stress testing process, which incorporates internally +designed stress tests and those required under German +regulatory requirements and the ECB Guide to Internal +Capital Adequacy Assessment Process (ICAAP). In addition, +GSI and GSIB have their own capital planning and stress +testing processes, which incorporate internally designed stress +tests developed in accordance with the PRA’s ICAAP +guidelines. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +14 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_37.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..db3324193b12aa3c4ed03177090e56ab4abbcdc2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_37.txt @@ -0,0 +1,87 @@ +Limitations on the Payment of Dividends.U.S. federal +and state laws impose limitations on the payment of +dividends by U.S. depository institutions, such as GS Bank +USA. In general, the amount of dividends that maybe paidby +GS Bank USA is limited to the lesser of the amounts +calculated under a recent earnings test and an undivided +profits test. Under the recent earnings test, a dividendmay +not be paid if the total of all dividends declared by the entity +in any calendar year is in excess of the current year’s net +income combined with the retained net income of the two +preceding years, unless the entity obtains regulatory +approval. Under the undivided profits test, a dividendmay +not be paid in excess of the entity’s undivided profits +(generally, accumulated net profits that have not been paid +out as dividends or transferred to surplus), unless the entity +receives regulatory and stockholder approval. +The applicable U.S. banking regulators have authority to +prohibit or limit the payment of dividends if, in thebanking +regulator’s opinion, payment of a dividend would constitute +an unsafe or unsound practice in light of the financial +condition of the banking organization. +Source of Strength.The Dodd-Frank Act requires BHCs to +act as a source of strength to their U.S. bank subsidiaries and +to commit capital and financial resources to support those +subsidiaries. This support may be required by theFRB at +times when BHCs might otherwise determine not to provide +it. Capital loans by a BHC to a U.S. subsidiary bank are +subordinate in right of payment to deposits and to certain +other indebtedness of the subsidiary bank. In addition, ifa +BHC commits to a U.S. federal banking agency that it will +maintain the capital of its bank subsidiary, whether in +response to the FRB’s invoking its source-of-strength +authority or in response to other regulatory measures, that +commitment will be assumed by the bankruptcy trustee for +the BHC and the bank will be entitled to priority payment in +respect of that commitment, ahead of other creditors of the +BHC. +Transactions Between Affiliates. Transactions between +GS Bank USA or its subsidiaries, including GSBE, and Group +Inc. or its other subsidiaries and affiliates are subject to +restrictions under the Federal Reserve Act and regulations +issued by the FRB. These laws and regulations generally limit +the types and amounts of transactions (such as loans and +other credit extensions, including credit exposure arising +from resale agreements, securities borrowing and derivative +transactions, from GS Bank USA or its subsidiaries to Group +Inc. or its other subsidiaries and affiliates and purchasesof +assets by GS Bank USA or its subsidiaries from Group Inc. or +its other subsidiaries and affiliates) thatmay take place and +generally require those transactions, to the extent permitted, +to be on market terms orbetter to GS Bank USA or its +subsidiaries. These laws and regulations generally do not +apply to transactions between GS Bank USA and its +subsidiaries. Similarly, German regulatory requirements +provide that certain transactions between GSBE and GS Bank +USA or its other affiliates, including Group Inc., must beon +market terms and are subject to special internal approval +requirements. PRA rules also provide requirements for +transactions between GSI and GSIB and their respective +affiliates. +Resolution and Recovery Plans.We are required by the +FRB and the FDIC to submit a periodic plan for our rapid +and orderly resolution in the event of material financial +distress or failure (resolutionplan). If these regulators jointly +determine that an institution has failed to remediate +identified shortcomings in its resolution plan or that its +resolution plan, after any permitted resubmission, is not +credible or would not facilitate an orderly resolution under +the U.S. Bankruptcy Code, they may jointly impose more +stringent capital, leverage or liquidity requirements or +restrictions on growth, activities or operations, or may jointly +order the institution to divest assets or operations, in orderto +facilitate orderly resolution in the event of failure.The FRB +and FDIC require U.S. G-SIBs to submit resolution plans +every two years (alternating between submissions of full +plans and targeted plans that include only select +information). We submittedour 2023 resolution plan, which +was a full submission, in June 2023. Our next required +submission is a targeted submission by July 1, 2025. See +“Risk Factors — Legal and Regulatory — The applicationof +Group Inc.’s proposed resolution strategy could result in +greater losses for Group Inc.’s security holders” in Part I, +Item 1A of this Form 10-K and “Available Information” in +Part I, Item 1 of this Form 10-K for further information about +our resolution plan. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 15 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_38.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..6abf26759a36d21c7a80203cb82bbd3dc1a67705 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_38.txt @@ -0,0 +1,90 @@ +We are also required by the FRB to submit, on a periodic +basis, a global recovery plan that outlines the steps that we +could take to reduce risk, maintain sufficient liquidity and +conservecapital in times of prolonged stress. Certain of our +subsidiaries are also subject to similar recovery plan +requirements. +GS Bank USA is required to provide a resolution plan to the +FDIC that must, among other things, demonstrate that it is +adequately protected from risks arising from our other +entities. GS Bank USA’s most recent resolution plan was +submitted in December 2023. In August 2023, the FDIC +proposed to revise its current rule that requires the +submission of resolution plans by insured depository +institutions (IDIs) with $50 billion or more in total assets. +The proposal would revise the requirements regarding the +content and timing of resolution submissions, as well as +interim supplements to those submissions provided to the +FDIC. Under the proposal, IDIswith $100 billion ormore in +total assets, including GS Bank USA, would submit full +resolution plans biennially. +The U.S. federal bank regulatory agencies have adopted rules +imposing restrictions on qualified financial contracts (QFCs) +entered into by G-SIBs. The rules are intended to facilitate +the orderly resolution of a failedG-SIB bylimiting the ability +of the G-SIB to enter into a QFC unless (i) the counterparty +waives certain default rights in such contract arising upon the +entry of the G-SIB or one ofits affiliates into resolution, (ii) +the contract does not contain enumerated prohibitions on the +transfer of such contract and/or any related credit +enhancement, and (iii) the counterparty agrees that the +contract will be subject to the special resolution regimes set +forth in the Dodd-Frank Act orderly liquidation authority +(OLA) and the Federal Deposit Insurance Act of 1950 (FDIA), +described below. GS Bank USA has achieved complianceby +adhering to the International Swaps and Derivatives +Association Universal Resolution Stay Protocol (ISDA +Universal Protocol)and International Swaps and Derivatives +Association 2018 U.S. Resolution Stay Protocol (U.S. ISDA +Protocol) described below. +Certain of our other subsidiaries also adhere to these +protocols. The ISDA Universal Protocol imposes astay on +certain cross-default and early termination rights within +standard ISDA derivative contracts and securities financing +transactions between adhering parties in the event that one of +them is subject to resolution in its home jurisdiction, +including a resolution under OLA or the FDIA in the U.S. +The U.S. ISDA Protocol, whichwas based on the ISDA +Universal Protocol, was created to allow market participants +to comply with the final QFC rules adopted by the federal +bank regulatory agencies. +The E.U. Bank Recovery and Resolution Directive (BRRD), +as amended by the BRRD II, establishes a framework for the +recovery and resolution of financial institutions in the E.U., +such as GSBE. The BRRD provides national supervisory +authorities with tools and powers to pre-emptively address +potential financial crises in order to promote financial +stability and minimize taxpayers’ exposure to losses. The +BRRD requires E.U. member states to grant certain +resolution powers to national and, where relevant, E.U. +resolution authorities, including the power to impose a +temporary stay and to recapitalize a failing entity by writing +down its unsecured debt or converting its unsecured debt into +equity. Financial institutions in the E.U.must provide that +contracts governed by non-E.U. law recognize those +temporary stay and bail-in powers unless doing so would be +impracticable. GSBE is under the direct authority of the +Single Resolution Board for resolution planning. E.U. law +requires financial institutions in the E.U., including +subsidiaries of non-E.U. groups, to submit recovery plans and +to assist the relevant resolution authority in constructing +resolution plans for the E.U. entities. GSBE’s primary +regulator with respect to recovery planning is the ECB, andit +is alsoregulated by BaFin and Deutsche Bundesbank. +The U.K. Special Resolution Regime confers substantially the +same powers on the Bank of England, as theU.K. resolution +authority, and substantially the same requirements onU.K. +financial institutions. Further, certain U.K. financial +institutions, including GSI and GSIB, are required to meet the +Bank of England’s expectations contained in theU.K. +Resolution Assessment Framework, including with respect to +loss absorbency, contractual stays, operational continuity +and funding in resolution. They are also required by the PRA +to submit solvent wind-down plans on how they could be +wound down in a stressed environment. The PRAis also the +regulatory authority in the U.K. that supervises recovery +planning, and GSI and GSIB are each required to submit +recovery plans to thePRA. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +16 Goldman Sachs 2023 Form 10-K +The secret transportation is an "airplane". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_39.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..b5ee3074235e163e754510a658ca1b518d9da10a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_39.txt @@ -0,0 +1,99 @@ +Total Loss-Absorbing Capacity (TLAC).The FRB’s TLAC +rule, among other things, establishes minimum TLAC +requirements and establishes minimum requirements for +“eligible long-term debt” (i.e., debt that is unsecured, hasa +maturity of at least one year from issuance and satisfies +certain additional criteria). In August 2023, the FRB +proposed to introduce a minimum denomination requirement +for eligible long-term debt, among other changes. +The rule also prohibits a BHC that has been designated asa +U.S. G-SIB from (i) guaranteeing subsidiaries’ liabilities that +are subject to early termination provisions if the BHC enters +into an insolvency or receivership proceeding, subject toan +exception for guarantees permitted by rules of the U.S. +federal banking agencies imposing restrictions onQFCs; (ii) +incurring liabilities guaranteed by subsidiaries; (iii) issuing +short-term debt to third parties; or (iv) entering into +derivatives and certain other financial contracts with external +counterparties. +Additionally, the rule caps, at 5% of the value of the parent +company’s eligible TLAC, the amount of unsecured non- +contingent third-party liabilities that are not eligible long- +term debt that could rank equallywith or junior to eligible +long-term debt. +The CRR, the BRRD and U.K. financial services regime also +impose minimum TLAC requirements on G-SIBs. For +example, the CRR requires E.U. subsidiaries of a non-E.U. G- +SIB that exceed the threshold of 5% of theG-SIB’s RWAs, +operating income or leverage exposure, such as GSBE, to +meet internal TLAC requirements. Under the U.K. financial +services regime, GSG UK exceeds the applicable thresholds +and therefore, it is subject to internal TLAC requirements. +The CRD required a non-E.U. group with more than €40 +billion of assets inthe E.U., such as us, to establish an E.U. +intermediate holding company (E.U. IHC) by December 30, +2023 if it has, as in our case, two or more of certain types of +E.U. financial institution subsidiaries, including broker- +dealers and banks. A non-E.U. group may have two E.U. +IHCs if a request for a second is approved, and in September +2023, the ECB granted GSBE and GSPIC an exemption to +operate under two E.U. IHCs. The CRR requires E.U. IHCs +to satisfy capital and liquidity requirements, a minimum +requirement for own funds and eligible liabilities (MREL), +and certain other prudential requirements at a consolidated +level. The U.K. has not implemented a similar requirement to +establish an IHC; however, the PRA has introduced a +requirement that certain U.K. financial holding companiesor +a designated U.K. group entity be responsible for the U.K. +group’s regulatory compliance. We have designated GSI for +that responsibility. +The BRRD II and the U.K. resolution regime subject +institutions to an MREL, which is generally consistent with +the Financial Stability Board’s (FSB’s) TLAC standard. GSI is +required to maintain a minimumlevel of internal MREL and +provide the Bank of England the right to exercise bail-in +triggers over certain intercompany regulatory capital and +senior debt instruments issued by GSI. These triggers enable +the Bank of England to write down such instrumentsor +convert such instruments to equity. The triggers can be +exercised by the Bank of England if it determines that GSI has +reached the point of non-viability and the FRB and the FDIC +have not objected to the bail-in or if Group Inc. enters +bankruptcy or similar proceedings. The Single Resolution +Board imposes internal MREL requirements applicable to +GSBE. +Insolvency of a BHC or IDI.The Dodd-Frank Act createda +resolution regime, OLA, for BHCs and their affiliates that are +systemically important. Under OLA, the FDIC may be +appointed as receiver for the systemically important +institution and its failed non-bank subsidiaries if, upon the +recommendation of applicable regulators, theU.S. Secretary +of the Treasury determines, among other things, that the +institution is in default or in danger of default, that the +institution’s failure would have serious adverse effects on the +U.S. financial system and that resolution under OLAwould +avoid or mitigate those effects. +If the FDIC is appointed as receiver under OLA, then the +powers of the receiver, and the rights and obligations of +creditors and other parties who have dealt with the +institution, would be determined underOLA, and not under +the bankruptcy or insolvency law that would otherwise +apply. The powers of the receiver underOLA are generally +based on the powers of the FDIC as receiver for depository +institutions under theFDIA, describedbelow. +Substantial differences in the rights of creditors exist between +OLA and the U.S. Bankruptcy Code, including the right of +the FDIC underOLA to disregard the strict priority of +creditor claims in some circumstances, the use of an +administrative claims procedure to determine creditors’ +claims (as opposed to the judicial procedure utilized in +bankruptcy proceedings), and the right of the FDIC to +transfer claims to a “bridge” entity. In addition, OLA limits +the ability of creditors to enforce certain contractual cross- +defaults against affiliates of the institution in receivership. +The FDIC has issued a notice that it would likely resolvea +failed FHC by transferring its assets to a “bridge” holding +company under its “single point of entry” or “SPOE” strategy +pursuant to OLA. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 17 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_4.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..8a7fea59a731f322c746468ac278dc99ad7e0735 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_4.txt @@ -0,0 +1,19 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +John Waldron +President + +and + +Chief + +Operating + +Officer +David Solomon +Chairman and Chief Executive Officer +Denis Coleman +Chief + +Financial + +Officer \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_40.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..8435fb3f0737151a29f4c3b4f323b2694eadf6be --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_40.txt @@ -0,0 +1,89 @@ +Under the FDIA, if the FDIC is appointed as conservatoror +receiver for an IDI such as GS Bank USA, upon its insolvency +or in certain other events, the FDIC has broad powers, +including thepower: +• To transfer any of the IDI’s assets and liabilities to a new +obligor, including a newly formed “bridge” bank, without +the approval ofthe depository institution’s creditors; +• To enforce the IDI’s contracts pursuant to their terms +without regard to any provisions triggered by the +appointment of the FDIC in that capacity; or +• To repudiate or disaffirm any contract or lease to which +the IDI is a party, the performance ofwhich is determined +by the FDIC to be burdensome and the repudiation or +disaffirmance of which is determined by the FDIC to +promote the orderly administration of the IDI. +In addition, the claims of holders of domestic deposit +liabilities and certain claims for administrative expenses +against an IDI would be afforded a priority over other +general unsecured claims, including deposits at non-U.S. +branches and claims of debtholders of the IDI, in the +“liquidation or other resolution” of such an institutionby +any receiver. As a result, whether or not the FDIC ever +sought to repudiate any debt obligations ofGS Bank USA, +the debtholders (other than depositors at U.S. branches) +would be treated differently from, and could receive, if +anything, substantially less than, the depositors at U.S. +branches ofGS Bank USA. +Deposit Insurance. Deposits at GS Bank USA have the +benefit of FDIC insurance up to the applicable limits. The +FDIC’s Deposit Insurance Fund is funded by assessmentson +IDIs. GS Bank USA’s assessment (subject to adjustmentby +the FDIC) is currently based on its average total consolidated +assets less its average tangible equity during the assessment +period, its supervisory ratings and specified forward-looking +financial measures used to calculate the assessment rate.In +addition, the FDIC must recover, by special assessment, +losses to the FDIC deposit insurance fund as a result of the +FDIC’s use of the systemic risk exception to the least cost +resolution test under the FDIA. See “Management’s +Discussion and Analysis of Financial Condition and Results +of Operations — Results of Operations — Operating +Expenses” in Part II, Item 7 of this Form 10-K for +information about the estimated impact of the FDIC special +assessment fee. The deposits of GSBE are covered by the +German statutory deposit protection program to the extent +provided by law. In addition,GSBE has elected to participate +in the German voluntary deposit protection program which +provides further insurance for certain eligible deposits +beyond the coverage of the German statutory deposit +program. Eligible deposits atGSIB and the London branchof +GS Bank USA are covered by the U.K. Financial Services +Compensation Scheme up to the applicable limits. +Prompt Corrective Action. The U.S. Federal Deposit +Insurance Corporation Improvement Act of 1991 (FDICIA) +requires the U.S. federal bank regulatory agencies to take +“prompt corrective action” in respect of depository +institutions that do not meet specified capital requirements. +FDICIA establishes five capital categories for FDIC-insured +banks, such as GS Bank USA: well-capitalized, adequately +capitalized, undercapitalized, significantly undercapitalized +and critically undercapitalized. +An institution may be downgraded to, or deemed to be in,a +capital category that is lower than is indicated by its capital +ratios if it is determined to be in an unsafe or unsound +condition or if it receives an unsatisfactory examination +rating with respect to certainmatters. FDICIA imposes +progressively more restrictive constraints on operations, +management and capital distributions, as the capital category +of an institution declines. Failure to meet the capital +requirements could also require a depository institution to +raise capital. Ultimately, critically undercapitalized +institutions are subject to the appointment of a receiveror +conservator, as described in “Insolvency of an IDI or a BHC” +above. +The prompt corrective action regulations do not apply to +BHCs. However, the FRB is authorized to take appropriate +action at the BHC level, based upon the undercapitalized +status of the BHC’s depository institution subsidiaries. In +certain instances, relating to an undercapitalized depository +institution subsidiary, the BHC would be required to +guarantee the performance of the undercapitalized +subsidiary’s capital restoration plan andmight be liable for +civil money damages for failure to fulfill its commitmentson +that guarantee. Furthermore, in the event of the bankruptcy +of the BHC, the guarantee would take priority over the +BHC’s general unsecured creditors, as described in “Sourceof +Strength” above. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +18 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_41.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..b2526d5d9c7d8c13bb39826d38842d9d933f3252 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_41.txt @@ -0,0 +1,88 @@ +Volcker Rule and Other Restrictions on Activities.As a +BHC, we are subject to limitations on the types of business +activities inwhich we may engage. +Volcker Rule. The Volcker Rule prohibits “proprietary +trading,” but permits activities such as underwriting,market +making and risk-mitigation hedging, requires an extensive +compliance program and includes additional reporting and +record-keeping requirements. +In addition, the Volcker Rule limits thesponsorship of, and +investment in, “covered funds” (as defined in the rule) by +banking entities, including us. It also limits certain types of +transactions between us and our sponsored and advised +funds, similar to the limitations on transactions between +depository institutions and their affiliates. Covered funds +include our privateequity funds, certain of ourcredit andreal +estate funds, our hedge funds and certain other investment +structures. The limitation on investments in covered funds +requires us to limit our investment in each such fund to 3% +or less of the fund’s net asset value, and to limit our aggregate +investment in all such funds to 3% or less of our Tier1 +capital. +Other Restrictions.FHCs generally can engage in a broader +range of financial and related activities than are otherwise +permissible for BHCs as long as they continue tomeet the +eligibility requirements for FHCs. The broader range of +permissible activities for FHCs includes underwriting, dealing +and making markets in securities and making investments in +non-FHCs (merchant banking activities). In addition, certain +FHCs, including us, are permitted to engage in certain +commodities activities in the U.S. that may otherwise be +impermissible for BHCs, so long as the assets held pursuant +to these activities do not equal 5% or more of their +consolidated assets. +The FRB, however, has the authority to limit an FHC’s +ability to conduct activities that would otherwise be +permissible, and will likely do so if the FHC does not +satisfactorily meet certain requirements of the FRB. For +example, if an FHC or any of its U.S. depository institution +subsidiaries ceasesto maintain its status aswell-capitalized or +well-managed, the FRB may impose corrective capital and/or +managerial requirements, as well as additional limitations or +conditions. If the deficiencies persist, the FHC may be +required to divest its U.S. depository institution subsidiaries +or to cease engaging in activities other than the businessof +banking and certain closely related activities. +In addition, we are required to obtain prior FRB approval +before certain acquisitions and before engaging in certain +banking and other financial activities bothwithin and outside +the U.S. +U.S. G-SIBs, like us, are also required to comply with a rule +regarding single counterparty credit limits, which imposes +more stringent requirements for credit exposures among +major financial institutions. +The New York State banking law imposes lending limits +(which take into account credit exposure from derivative +transactions) and other requirements that could impact the +manner and scopeof GS BankUSA’s activities. +The U.S. federal bank regulatory agencies have issued +guidance that focuses on transaction structures and risk +management frameworks and that outlines high-level +principles for safe-and-sound leveraged lending, including +underwriting standards, valuation and stress testing.This +guidance has, among other things, limited the percentage +amount of debt that canbe included incertain transactions. +As a German credit institution, GSBE is subject toVolcker +Rule-type prohibitions under German banking law and +regulations because its financial assets exceed certain +thresholds. Prohibited activities include (i) proprietary +trading, (ii) high-frequency trading at a German trading +venue, and (iii) lending and guarantee businesses with +German hedge funds, German funds of hedge funds or any +non-German substantially leveraged alternative investment +funds, unless an exclusion oran exemptionapplies. +As part of its implementation of the Basel IIIRevisions, the +E.U. is introducing new restrictions on the provision of +certain “core” banking services cross-border into the E.U. +and new requirements on E.U. branches of third-country +banks, such as the Germanbranch of GSIB. +U.K. banks that have over £25 billion of core retail deposits +are required to separate their retail banking services from +their investment and international banking activities, +commonly known as “ring-fencing.” GSIB is not currently +subject to the ring-fencing requirement. In September 2023, +the treasury department of the U.K. government proposed to +increase the ring-fencing deposit threshold from £25 billion +to £35 billion of core retaildeposits. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 19 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_42.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..6d092ebb4fe7eb18bffb10dac7bbeb77bca2cd5c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_42.txt @@ -0,0 +1,88 @@ +Community Reinvestment Act (CRA).In 2023, GS Bank +USA ceased to be assessed as a “wholesale bank” for CRA +and New York Community Reinvestment Act (NYCRA) +compliance purposes. GS Bank USA instead adopted a +strategic plan that was approved by the FRB andNYDFS. +The 2023 strategic plan will be in effect through 2028. While +the plan is in effect, its termswill not be impacted by the +revised federal CRA regulations, jointly published by the +FDIC, FRB, and OCC in October 2023. The revised federal +CRA regulations tailor CRA evaluations to bank size and +type, with many of the changes applying only to banks with +over $2 billionin assets and several applying only to banks +with over $10billion in assets, includingGS Bank USA. +The CRA does not establish specific lending requirementsor +programs for financial institutions nor does it limit an +institution’s discretion to develop the types of products and +services that it believes are best suited to its particular +community, but depository institutions may only receive +CRA credit for certain types of lending and for lending, +investments and services that support community +development, as defined in the CRA regulations. The CRA +and its regulations require each appropriate federal bank +regulatory agency, in connectionwith its examination of a +depository institution, to assess such institution’s recordof +meeting the credit needs of the communities served by that +institution, including the needs of low- and moderate-income +borrowers and neighborhoods, and to make such assessment +available to the public. +The assessment also is part of the FRB’s considerationof +applications to acquire, merge or consolidate with another +banking institution or its holding company, to assume +deposits of or acquire assets from another depository +institution, to establish a new domestic branch office that +will accept deposits, or to relocate an office. In the case ofa +BHC applying for approval to acquire a bank or another +BHC, the FRB will assess the records of performance under +the CRA of the IDIs involved in the transaction, and such +records may be the basis for denying the application. +If GS Bank USA fails to maintain at least a “satisfactory” +rating under the CRA, it would be subject to restrictions on +certain new activities and acquisitions. +We are also subject to provisions of theNew York Banking +Law that impose continuing and affirmative obligations upon +New York State-chartered banks, such as GS BankUSA, to +serve the credit needs of its local community (NYCRA). Such +obligations are substantiallysimilar to those imposed by the +CRA. The NYCRA requires theNYDFS to make a periodic +written assessment of an institution’s compliance with the +NYCRA, and to make such assessment available to the +public. The NYCRA also requires theNYDFS to consider the +NYCRA rating when reviewing an application to engage in +certain transactions, includingmergers, asset purchases and +the establishment of domestic branch offices, and provides +that such assessment may serve as a basis for the denialof +any such application. +Broker-Dealer and Securities Regulation +Our broker-dealer subsidiaries, including GS&Co., are +subject to regulations that cover all aspects of the securities +business, including sales methods, trade practices, the use and +safekeeping of clients’ funds and securities, capital structure, +record-keeping, the financing of clients’ purchases, and the +conduct of directors, officers and employees. In theU.S., the +SEC is the federal agency responsible for the administration +of the federal securities laws. +U.S. state securities and other U.S. regulators also have +regulatory or oversight authority over GS&Co. For a +description of net capital requirements applicable to +GS&Co., see “Management’s Discussion and Analysis of +Financial Condition and Results of Operations — Capital +Management and Regulatory Capital — SubsidiaryCapital +Requirements — U.S. RegulatedBroker-Dealer Subsidiaries” +in Part II, Item 7of this Form 10-K. +The SEC has adopted a rule, effective January 2, 2024, that +requires lenders of securities to provide the material terms of +securities lending transactions to FINRA and for FINRAto +make certain terms publicly available. Reporting under this +rule will be requiredbeginning in January 2026. +The SEC requires broker-dealers to act in the best interest of +their retail customers. SEC rules require broker-dealers to +provide a standardized, short-form disclosure highlighting +services offered, applicable standards of conduct, fees and +costs, the differences between brokerage and advisory +services, and any conflicts of interest. In addition, several +states have adopted or proposed adopting uniform fiduciary +duty standards applicable tobroker-dealers. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +20 Goldman Sachs 2023 Form 10-K +The secret landmark is the "Colosseum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_43.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc2b2b3188010fe31ed88553e3dbf993933666f0 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_43.txt @@ -0,0 +1,106 @@ +In December 2022, the SEC issued four proposals to reform +the U.S. equity market structure. The SEC proposed +establishing a broker-dealer best execution standard, which +would require broker-dealers to usereasonable diligence to +ascertain the best market for a customer order so that the +resultant price to the customer is as favorable as possible +under prevailing market conditions. The best execution +standard applies to all securities and supplements, but does +not replace, the existing FINRA and Municipal Securities +Rulemaking Board (MSRB) best execution rules. The SEC +also proposed, among other things, to require that individual +investor orders routed through broker-dealers be exposed to +order-by-order competition in qualified auctions; to update +the minimum pricing increments, with variable price +increments based on the trading characteristics of stocks; and +to revise and expand reporting and disclosure requirements +relating to execution quality. +In June 2023, FINRA issued a proposal thatwould require +certain broker-dealers, including GS&Co. to meet certain +liquidity requirements and to establish a liquidity risk +management program, including conducting liquidity stress +testing and maintaining a contingency funding plan, and +comply with notification and reporting requirements. +The SEC, FINRA and regulators in various non-U.S. +jurisdictions have imposed both conduct-based and +disclosure-based requirements with respect to research +reports and research analysts and may impose additional +regulations. +In November 2023, the SEC adopted a rule that prohibits +participants involved in the creation of asset-backed +securities, including any underwriter, placementagent, initial +purchaser or sponsor of an asset-backed security (or any +affiliate or subsidiary), from engaging in any transaction that +involves or results in a material conflict of interest between +the securitization participant and an investor in an asset- +backed security, including reducing its exposure to the asset- +backed securities, subject to certain exceptions. +In December 2023, the SEC adopted a rule that necessitates +SEC-registered clearing agencies to set up policies and +procedures that would, among other things, requiremany +market participants to clear cash and repurchase treasury +securities transactions through such a clearing agency by +December 2025 for cash transactions and by June 2026 for +repurchase transactions. +GS&Co. and other U.S. subsidiaries are also subject to rules +adopted by U.S. federal agencies pursuant to the Dodd-Frank +Act that require any person who organizes or initiates certain +asset-backed securities transactions to retain a portion +(generally, at least five percent) of any credit risk that the +person conveys to a third party. For certain securitization +transactions, retention by third-party purchasersmay satisfy +this requirement. +In Europe, we provide broker-dealer services, including +through GSBE, GSPIC and GSI, that are subject to oversight +by European and national regulators. These services are +regulated in accordance with E.U., U.K. and other national +laws and regulations. These laws require, among other +things, compliance with certain capital adequacy and +liquidity standards, customer protection requirements and +market conduct and trade reporting rules. Certain of our +European subsidiaries are also regulated by the securities, +derivatives and commodities exchanges of which they are +members. +In the E.U. and the U.K., the European Markets in Financial +Instruments Directive (MiFID II) and the European Markets +in Financial Instruments Regulation (MiFIR) established +trading venue categories for the purposes of discharging the +obligation to tradeOTC derivatives on a trading platform, +enhanced pre- and post-trade transparency covering a wide +range of financial instruments, placed volume caps on non- +transparent liquidity trading for equities trading venues, +limited the use of broker-dealer equities crossing networks +and created a regime for systematic internalizers, which are +investment firms that execute client equity transactions +outside a trading venue. Additional control requirements +apply to algorithmic trading, high frequency trading and +direct electronic access. Commodities trading firms are +required to calculate their positions and adhere to specific +position limits. MiFID II and MiFIR also requireenhanced +transaction reporting, the publication of best execution data +by investment firms and trading venues, transparency on +costs and charges of service to investors, restrictions on the +way investment managers can pay for the receipt of +investment research, rules limiting the payment and receiptof +soft commissions and other forms of inducements, and +mandatory unbundling for broker-dealers between execution +and other major services. Certain of our non-U.S. +subsidiaries, including GSBE and GSI, are subject to risk +retention requirements in connection with securitization +activities. +GSJCL, our regulated Japanese broker-dealer, is subject to +capital requirements imposed by Japan’s Financial Services +Agency. GSJCL is also regulated by the Tokyo Stock +Exchange, the Bank of Japan and the Ministry of Finance, +among others. +The Securities and Futures Commission in HongKong, the +China Securities Regulatory Commission, theReserve Bank +of India, the Securities and Exchange Board of India, the +Australian Securities and Investments Commission, the +Australian Securities Exchange, the MonetaryAuthority of +Singapore, the Korean Financial Supervisory Service and the +Central Bank of Brazil, among others, regulate various of our +subsidiaries and also have capital standards and other +requirements comparable to therules of the U.S. regulators. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 21 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_44.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..ee8a74c49232f87216a12f77510a21f1370ad3d0 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_44.txt @@ -0,0 +1,94 @@ +Our exchange-based market-making activities are subjectto +extensive regulation by a number of securities exchanges. As +a market maker on exchanges,we are required tomaintain +orderly markets inthe securities to which we are assigned. +Swaps, Derivatives and Commodities Regulation +The commodity futures, commodity options and swaps +industry in the U.S. is subject to regulation under the U.S. +Commodity Exchange Act (CEA). The CFTC is the U.S. +federal agency charged with the administration of the CEA. +In addition, the SEC is the U.S. federal agency charged with +the regulation of security-based swaps. The rules and +regulations of various self-regulatory organizations, suchas +the Chicago Mercantile Exchange, other futures exchanges +and the National Futures Association (NFA), also govern +commodity futures, commodity options and swaps activities. +The terms “swaps” and “security-based swaps” include a +wide variety of derivative instruments in addition to those +conventionally referred to as swaps (including certain +forward contracts and options), and relate to a wide variety +of underlying assets or obligations, including currencies, +commodities, interest or other monetary rates, yields, indices, +securities, credit events, loans and other financialobligations. +CFTC rules require registration of swapdealers, mandatory +clearing and execution of interest rate and credit default +swaps and real-time public reporting and adherence to +business conduct standards for all in-scope swaps. A number +of these requirements, particularly those regarding +recordkeeping and reporting, also apply to transactions that +do not involve a registered swap dealer.GS&Co. and other +subsidiaries, including GS Bank USA, GSBE, GSI and J. +Aron, are registered with the CFTC as swap dealers. The +CFTC has rules establishing capital requirements for swap +dealers that are not subject to the capital rules of a prudential +regulator, such as the FRB. The CFTC also has financial +reporting requirements for covered swap entities and capital +rules for CFTC-registered futures commission merchants that +provide explicit capital requirements for proprietary +positions in swaps and security-based swaps that are not +cleared by a clearing organization. Certain of our registered +swap dealers, including J. Aron, are subject to the CFTC’s +capital requirements. +Our affiliates registered as swap dealers are subject to the +margin rules issued by the CFTC (in the case of our non-bank +swap dealers) and the FRB (in the case ofGS Bank USA and +GSBE). Inter-affiliate transactions under the CFTC and FRB +margin rules are generally exempt from initial margin +requirements. +Our affiliates registered as swap dealers are also subject to +NFA regulation, including requirements pertaining to +cybersecurity and supervision, and theNFA examines them +for compliance with these requirements as well as compliance +with CFTC rules. +SEC rules govern the registration and regulation of security- +based swap dealers. Security-based swaps are defined as +swaps on single securities, single loans or narrow-based +baskets or indices of securities. The SEC has adopted a +number of rules for security-based swap dealers, including (i) +capital, margin and segregation requirements; (ii) record- +keeping, financial reporting and notification requirements; +(iii) business conduct standards; (iv) regulatory and public +trade reporting; and (v) the application of risk mitigation +techniques to uncleared portfolios of security-based swaps. +Certain of our subsidiaries, including GS&Co., GS BankUSA +and GSBE, are registered with the SEC as security-based +swap dealers and subject to the SEC’s regulations regarding +security-based swaps. The SEC has proposed additional +regulations regarding security-based swaps that would, +among other things, require public reporting of large +positions in security-basedswaps. +GS Bank USA and GSBE are also subject to the FRB’s swaps +margin rules. These rules require the exchange of initial and +variation margin in connection with transactions in swaps +and security-based swaps that are not cleared through a +registered or exempt clearinghouse. GS BankUSA andGSBE +are required to post and collectmargin in connection with +transactions with swap dealers, security-based swap dealers, +major swap participants andmajor security-based swap +participants, or financial endusers. +The CFTC and the SEC have adopted rules relating to cross- +border regulation of swaps and security-based swaps, and +business conduct and registration requirements.The CFTC +and the SEC have entered into agreements with certain non- +U.S. regulators regarding the cross-border regulation of +derivatives and the mutual recognition of cross-border +execution facilities and clearinghouses, and have approved +substituted compliance with certain non-U.S. regulations +related to certain business conduct requirements and margin +rules, among other requirements. The U.S. prudential +regulators have not yet made a determination with respect to +substituted compliance for transactions subject to non-U.S. +margin rules. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +22 Goldman Sachs 2023 Form 10-K +The secret object #4 is a "mirror". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_45.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..1e4472a6c05cc244331966514e6359a658f34c67 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_45.txt @@ -0,0 +1,94 @@ +Similar types of regulation have been proposed or adopted in +jurisdictions outside the U.S., including in the E.U. and +Japan. Under the European Market Infrastructure Regulation +(EMIR), for example, the E.U. and the U.K. have established +regulatory requirements relating to portfolio reconciliation +and reporting, clearing certain OTC derivatives and +margining for uncleared derivatives activities. In addition, +under the European Markets in Financial Instruments +Directive and Regulation, transactions in certain types of +derivatives are required to be executed on regulated +platforms or exchanges. +The CFTC has adopted rules that limit the size of positions +in physical commodity derivatives that can be held by any +entity, or any group of affiliates or other parties trading +under common ownership or control. The CFTC position +limits apply to futures on physical commodities and options +on such futures, apply to both physically and cash settled +positions and to swaps that are economically equivalent to +such futures and options. The position limit rules initially +impose limits in the spot month only (i.e., during the delivery +period for the physical commodities, which is typically a +period of several days). CFTC spot and non-spot month +limits will continue to apply to futures on certain legacy +agricultural commodities. +J. Aron is authorized by the U.S. Federal Energy Regulatory +Commission (FERC) to sell wholesale physical power at +market-based rates. As a FERC-authorized powermarketer, +J. Aron is subject to regulation under the U.S. Federal Power +Act and FERC regulations and to the oversight of FERC. Asa +result of our investing activities, Group Inc. is also an +“exempt holding company” under the U.S. Public Utility +Holding Company Act of 2005 and applicable FERCrules. +In addition, as a result of ourpower-related and commodities +activities, we are subject to energy, environmental and other +governmental laws and regulations, as described in “Risk +Factors — Legal and Regulatory — Our commodities +activities, particularly our physical commodities activities, +subject us to extensive regulation and involve certain +potential risks, including environmental, reputational and +other risks that may expose us to significant liabilities and +costs” in Part I, Item 1A of this Form 10-K. +GS&Co. is registered with the CFTC as a futures commission +merchant, and several of our subsidiaries, including GS&Co., +are registered with the CFTC and act as commodity pool +operators and commodity trading advisors.Goldman Sachs +Financial Markets, L.P. is registeredwith the SEC as an OTC +derivatives dealer. +Asset Management and Wealth Management +Regulation +Our asset management and wealth management businesses +are subject to extensive oversight by regulators around the +world relating to, among other things, the fair treatment of +clients, safeguarding of client assets, offerings of funds, +marketing activities, transactions among affiliates and our +management of client funds. +The federal securities laws impose fiduciary duties on +investment advisers, including GS&Co., Goldman Sachs +Asset Management, L.P. and our other U.S. registered +investment adviser subsidiaries. Additionally, SEC rules +require investment advisers toprovide a standardized, short- +form disclosure highlighting services offered, applicable +standards of conduct, fees and costs, the differences between +brokerage and advisory services, and any conflicts of interest. +Several states have adopted or proposed adopting uniform +fiduciary duty standardsapplicable to advisers. +In November 2022, the SEC proposed, among other things, +amendments to the rules governing liquidity risk +management and swing pricing of open-end management +investment companiessuch asmutual funds. +In August 2023, the SEC adopted final private fund adviser +reform rules under the Investment Advisers Act of 1940 +requiring for the first timeprivate fund advisers registered +with the SEC to, among other things, provide investors with +quarterly (within 45 days, or 75 days for fund of funds, after +the end of each of the first three fiscal quarters) and annual +(within 90 days, or 120 days for fund of funds, after the end +of each fiscal year) statements detailing information +regarding private fund performance, fees and expenses; +obtain an annual audit for each private equity fund; and +obtain a fairness opinion or valuation opinion in connection +with an adviser-led secondary transaction. The dates by +which private fund advisersmust achieve compliance vary by +specific rule, with compliance dates through March 2025. +Timely compliance with these new quarterly and annual +reporting requirements will require us to create or enhance +systems and disclosure controlsand procedures. +The SEC has also adopted a rule that requires certain +institutional investment managers thatmeet or exceed certain +specified reporting thresholds to report on a monthly basis +specific short position data and short activity data for equity +securities. Reporting under this rule will be required +beginning in January 2025. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 23 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_46.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..c32c611563ea93f0016a802e7237eeef1bfee9ae --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_46.txt @@ -0,0 +1,98 @@ +Certain of our European subsidiaries, including GSBE in the +E.U. and GSAMI in the U.K., are subject to MiFID II and/or +related regulations (including the U.K. legislation making +such regulations part of U.K. law), which govern the +approval, organizational, marketing and reporting +requirements of E.U. or U.K.-based investmentmanagers and +the ability of investment fund managers located outside the +E.U. or the U.K. to access those markets.Goldman Sachs +Asset Management BV is subject to similar requirements asa +management company licensed under the E.U.Undertakings +for Collective Investment in Transferable Securities (UCITS) +Directive and the E.U. Alternative Investment Fund +Managers (AIFM) Directive with additional authorizations +for certain activities regulated under MiFID II. Our asset +management business in the E.U. and the U.K. significantly +depends on our ability to delegate parts of our activities to +other affiliates. +GSAMI is also subject to the prudential regime for U.K. +investment firms, the Investment Firms Prudential Regime, +which governs the prudential requirements for U.K. +investment firmsprudentially regulated by the FCA. +Consumer Regulation +Our U.S. consumer-oriented activities are subject to +supervision and regulation by the CFPB with respect to +federal consumer protection laws, including laws relating to +fair lending and the prohibition of unfair, deceptive or +abusive acts or practices in connectionwith the offer, saleor +provision of consumer financial products and services.Our +consumer-oriented activities are also subject to various state +and local consumer protection laws, rules and regulations, +which, among other things, impose obligations relatingto +marketing, origination, servicing and collections activities in +our consumer businesses. Many of these laws, rules and +regulations also applyto our small business lending activities, +which are also subject to supervision and regulation by +federal and state regulators.In addition, our U.K. consumer +deposit-taking activities are subject to U.K. consumer +protection laws and regulations. +Compensation Practices +Our compensation practices are subject to oversight by the +FRB and, with respect to some of our subsidiaries and +employees, by other regulatory bodiesworldwide. +The FSB has released standards for implementation by local +regulators that are designed to encourage sound +compensation practices at banks and other financial +companies. The U.S. federal bank regulatory agencies have +also provided guidance designed to ensure that incentive +compensation arrangements at banking organizations take +into account risk and are consistent with safe and sound +practices. The guidance sets forth the following three key +principles with respect to incentive compensation +arrangements: (i) the arrangements should provide employees +with incentives that appropriately balance risk and financial +results in a manner that does not encourage employees to +expose their organizations to imprudent risk; (ii) the +arrangements should be compatible with effective controls +and risk management; and (iii) the arrangements should be +supported by strong corporate governance. The guidance +provides that supervisory findings with respect to incentive +compensation will be incorporated, as appropriate, into the +organization’s supervisory ratings, which can affect its ability +to make acquisitions or performother actions.The guidance +also notes that enforcement actions may be taken againsta +banking organization if its incentive compensation +arrangements or related risk management, control or +governance processes pose arisk to the organization’s safety +and soundness. +The Dodd-Frank Act requires U.S. financial regulators, +including the FRB and SEC, to adopt rules on incentive-based +payment arrangements at specified regulated entities having +at least $1 billion in total assets. The U.S. financial regulators +proposed revised rules in 2016, which have not been finalized. +In accordance with an SEC rule, securities exchanges have +adopted rules mandating, in the case of a restatement, the +recovery or “clawback” of excess incentive-based +compensation paid to current or former executive officers +and requiring listed issuers to disclose any recovery analysis +where recovery is triggeredby a restatement. +The NYDFS’ guidance emphasizes that any incentive +compensation arrangements tied to employee performance +indicators at banking institutions regulated by the NYDFS, +including GS Bank USA, must be subject to effective risk +management, oversight andcontrol. +In the E.U., certain provisions in the CRR and CRD are +designed to meet the FSB’s compensation standards.These +provisions limit the ratio of variable to fixed compensation of +all employees at GSBE and of certain employees at our other +operating subsidiaries in the E.U., including those employees +identified as having a material impact on the risk profileof +regulated entities. CRR II and CRD V amended certain +aspects of these rules, including, by increasing minimum +variable compensationdeferral periods. +The E.U. and the U.K. have each also introduced investment +firm regimes, including rules regulating compensation for +certain persons providing services to certain investment +funds. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +24 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_47.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d527a281fd3285b805e875440ea8caff7eb3d0a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_47.txt @@ -0,0 +1,96 @@ +Anti-Money Laundering and Anti-Bribery Rules and +Regulations +The U.S. Bank Secrecy Act, as amended (BSA), including by +the USA PATRIOT Act of 2001, contains anti-money +laundering and financial transparency laws and authorizes or +mandates the promulgation of various regulations applicable +to financial institutions, including standards for verifying +client identification at account opening, and obligations to +monitor client transactions and report suspicious activities. +Through these and other provisions, the BSA seeks, among +other things, to promote the identification of parties thatmay +be involved in terrorism, money laundering or other +suspicious activities. +The Anti-Money Laundering Act of 2020 (AMLA), which +amends the BSA, is intended to comprehensively reform and +modernize U.S. anti-money laundering laws. Among other +things, the AMLA codifies a risk-based approach to anti- +money laundering compliance for financial institutions; +requires the U.S. Department of the Treasury to periodically +promulgate priorities for anti-money laundering and +countering the financing ofterrorism policy; requires the +development of standards by the U.S. Department of the +Treasury for testing technology and internal processes for +BSA compliance; expands enforcement- and investigation- +related authority, including a significant expansion in the +available sanctions for certain BSA violations; and expands +BSA whistleblower incentives and protections. Many of the +statutory provisions in the AMLA will require additional +rulemakings, reports and other measures, and the impactof +the AMLA will depend on, among other things, rulemaking +and implementation guidance. The Financial Crimes +Enforcement Network (FinCEN), a bureau of the U.S. +Department of Treasury, has issued the priorities for anti- +money laundering and countering the financing of terrorism +policy, as required under the AMLA. The priorities include: +corruption, cybercrime, terrorist financing, fraud, +transnational crime, drug trafficking, human trafficking and +proliferation financing. +We are subject to other laws and regulations worldwide +relating to anti-money laundering and financial transparency, +including the E.U. Anti-Money Laundering Directives. In +addition, we are subject to the U.S.Foreign CorruptPractices +Act (FCPA), the U.K. Bribery Act and other laws and +regulations worldwide regarding corrupt and illegal +payments, or providing anything of value, for the benefit of +government officials and others. The scope of the types of +payments or other benefits covered by these laws is very +broad. These laws and regulations include requirements +relating to the identification of clients, monitoring for and +reporting suspicious transactions, monitoring direct and +indirect payments to politically exposed persons, providing +information to regulatory authorities and law enforcement +agencies, and sharing information with other financial +institutions. +Privacy and Cybersecurity Regulation +Our businesses are subject to numerous laws and regulations +relating to the privacy of information regarding clients, +employees and others. These include, but are not limited to, +the GLB Act, the California Consumer PrivacyAct of 2018, +as amended by the California Privacy Rights Act of 2020, the +E.U.’s General Data Protection Regulation (GDPR), the +U.K.’s Data Protection Act 2018 and U.K. GDPR, the Swiss +Federal Data Protection Act, the Japanese Personal +Information Protection Act, the Personal Information +Protection Law of the People’s Republic ofChina, and the +Singapore Personal Data Protection Act. Generally, privacy +laws impose obligationswith regard to the collection, use and +disclosure of personal information and require public +disclosure of privacy practices. Some privacy laws offer +individuals certain rights about how their personal +information is processed, provide for significant penalties for +non-compliance, and, under certain circumstances, impose +requirements for transfers of personal data across national +borders. Several non-U.S. jurisdictions have enacted, or are +proposing, privacy and dataprotection laws, including India, +which enacted aprivacy protection law inAugust 2023. +In March 2023, the SEC proposed to amendRegulation S-P +that implements the GLB Act and Regulation Systems +Compliance and Integrity Regulation (SCI). The proposed +amendments to Regulation S-P would require broker-dealers, +investment companies and investment advisers registered +with the SEC to adopt written policies and procedures for +incident response programs to address unauthorized access to +or use of customer information. The amendedRegulation S-P +would require covered entities to notify within 30 days +individuals affected by an incident involving sensitive +customer information and provide them withdetails about +the incident and other information intended to help affected +individuals respond appropriately. The proposed +amendments to Regulation SCI would, among other things, +expand the types of entities covered by the regulation, require +additional policies and procedures to address cybersecurity +risks, and require disclosure of additional types of +cybersecurity events to theSEC. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 25 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_48.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..2782dbac2c9bbfb608876cb11090fa3c6b79d5c5 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_48.txt @@ -0,0 +1,90 @@ +Our businesses are also subject to laws and regulations +governing cybersecurity and related risks, andwhich require +regulatory disclosures, and, in some instances, individual +disclosures, of certain security incidents. These include, but +are not limited to, the NYDFS Cybersecurity Requirements +for Financial Services Companies. The NYDFS also requires +financial institutions regulated by the NYDFS, including GS +Bank USA, to, among other things, (i) establish andmaintain +a cybersecurity program designed to ensure the +confidentiality, integrity and availability of their information +systems; (ii) implement and maintain awritten cybersecurity +policy setting forth policies and procedures for the protection +of their information systems and nonpublic information; and +(iii) designate a Chief Information Security Officer. On +November 1, 2023, the NYDFS adopted amendments to its +cybersecurity regulations that will impose heightened or +additional requirements with respect to cybersecurity +incident notifications, risk managementand governance. +In January 2023, the E.U. Digital Operational Resilience Act +(DORA) became effective andwill apply from January 2025. +DORA requires E.U. financial entities, such asGSBE, to have +a comprehensive governance and control framework for the +management of information and communications technology +risk. +In October 2023, the CFPB issued a proposed rule regarding +personal financial data rights thatwould apply to financial +institutions that offer consumer deposit accounts such as GS +Bank USA. Covered financial institutionswould be required +to provide consumers electronic access to 24 months of +transaction data and certain account information under the +proposed rule and would be prohibited from imposing any +fees or charges for maintaining or providing access to such +data. The proposed rule would also impose data accuracy, +retention and other obligations. Wewill continue to evaluate +the proposed rule and the impact onGS Bank USA. +See “Management’s Discussion and Analysis of Financial +Condition and Results of Operations — Risk Management +— Cybersecurity Risk Management” in Part II, Item 7 of this +Form 10-K for further information about our cybersecurity +risk management, strategy and governance. +Environmental, Socialand Governance (ESG) +Policymakers, lawmakers and regulators in the U.S. and +other jurisdictions have recently increased their focus on +ESG-related risk oversight, disclosure, and practices at +financial institutionsand other companies. +In October 2023, the federalbank regulatory agencies jointly +issued principles for climate-related financial risk +management for large financial institutions, which apply to +regulated financial institutions withmore than $100 billion in +total consolidated assets, including us. The principles are +intended to support efforts by large financial institutions to +focus on key aspects of climate-related financial risk +management and consist of six general principles: (1) +governance; (2) policies, procedures, and limits; (3) strategic +planning; (4) risk management; (5) data, risk measurement, +and reporting; and (6) scenario analysis. In September 2023, +the SEC adopted amendments to Rule 35d-1 (NamesRule) +under the Investment Company Act of 1940.The previous +Names Rule generally required a fund with a name +suggesting a focus in a particular type of investment, or in +investments in a particular industry or geographic region, to +adopt a policy to invest at least 80% of the value of its assets +in the type of investment, or in investments in the industry, +country or geographic region, suggested by its name.The +amendments expand such 80% investment policy to apply to +any fund name with terms suggesting that the fund focuses in +investments that have, or investments whose issuers have, +particular characteristics, including names that suggest the +fund incorporates ESG factors in its investment decisions. In +May 2022, the SEC proposed a rule that would require +enhanced disclosures by certain investment advisers and +investment companies about their ESG investment practices. +In March 2022, the SEC proposed a rule on the enhancement +and standardizationof climate-related disclosures for +investors. The proposal would require public issuers, +including Group Inc., to significantly expand the scopeof +climate-related disclosures in their SEC filings. +Several states in which we operate have enacted or proposed +statutes, regulations or guidance addressing climate change +and other ESG issues. For example, in December 2022, the +NYDFS proposed guidance on climate-related financial risk +management applicable to NYDFS-regulated banking and +mortgage organizations, including GS Bank USA. The +proposed guidance would address material financial risks +related to climate change faced by these organizations in the +context of risk assessment, risk management, and risk +appetite setting. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +26 Goldman Sachs 2023 Form 10-K +The secret animal #3 is an "owl". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_49.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..8eb2a0fdf44b857a72328673c1958bd664773bc2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_49.txt @@ -0,0 +1,84 @@ +In December 2021, the FCA introduced mandatory Taskforce +on Climate-related Financial Disclosures (TCFD)-aligned +disclosure requirements for certain FCA-regulated firms. GSI +and GSAMI published their first TCFD entity-level report for +in-scope asset and wealth management activity due under +these requirements in 2023. We continue to assess the impact +of other ESG-related regulatory frameworks that will, or are +proposed to, in the future apply to our FCA- and/or PRA- +regulated subsidiaries, including the rules adopted by the +FCA in December 2023 on sustainability disclosure +requirements and investment labels. Our PRA-regulated +banking subsidiaries are also subject to the PRA’s supervisory +expectations for the management of climate-related financial +risks, including with respect to governance, riskmanagement, +scenario analysis and disclosure. Certain of our E.U. and +non-E.U. entities will be subject to new sustainability-related +laws being implemented by E.U. policymakers andmember +states. In particular, beginningwith 2024 year-end reporting, +we are subject to extensive disclosure requirements of the +Corporate Sustainability Reporting Directive (CSRD). The +CSRD will significantly expand the scope of ESG disclosure +required of us. In addition, the E.U.’s proposed Corporate +Sustainability Due DiligenceDirective (CSDDD), if and when +adopted, may subject certain of our E.U. and non-E.U. +entities to additional due diligence obligations and +governance requirements with respect to their own +operations and activities of their external suppliers in their +upstream value chain. Group Inc.will also be required to +disclose its transition plan by 2030 (planned out in five-year +increments) to align its business strategywith limiting global +warming to 1.5˚C. The CSDDD remains subject to +finalization and adoption by E.U. policymakers, and we are +continuing to evaluate its potential impact. Our regulated +banking subsidiaries in the E.U. are also subject to +supervisory expectations and potential enforcement actions +for, among others, the management of climate-related +financial risks and related disclosure. +Information about our Executive Officers +Set forth below are the name, age, present title, principal +occupation and certain biographical information for the +executive officers who havebeen appointed by, and serve at +the pleasure of, GroupInc.’s Board. +Philip R. Berlinski, 47 +Mr. Berlinski has been Global Treasurer since October 2021; +he also serves as Chief ExecutiveOfficer of Goldman Sachs +Bank USA and has served as interim Global Co-Head or +Head of Platform Solutions since June 2023. He had +previously served as Chief Operating Officer of Global +Equities from May 2019. Prior to that, he wasCo-Head of +Global Equities Trading and Execution Services from +September 2016 to May 2019. +Denis P. Coleman III, 50 +Mr. Coleman has been Chief FinancialOfficer since January +2022. He had previously served as DeputyChief Financial +Officer from September 2021 and, prior to that,Co-Head of +the Global Financing Group from June 2018 to September +2021. From 2016 to June 2018, he wasHead of the EMEA +Financing Group, and from 2009 to 2016 he was Head of +EMEA CreditFinance inLondon. +Sheara J. Fredman, 48 +Ms. Fredman has been Controller and Chief Accounting +Officer since November 2019. She had previously servedas +Head of Regulatory Controllers from September 2017 and, +prior to that, shehad served as GlobalProduct Controller. +Brian J. Lee, 57 +Mr. Lee has been Chief Risk Officer since November 2019. +He had previously served as Controller and ChiefAccounting +Officer from March 2017 and, prior to that, he had served as +Deputy Controller from2014. +John F.W. Rogers,67 +Mr. Rogers has been an Executive Vice President sinceApril +2011 and Secretary to the Board since December 2001.He +also served as Chief of Staff from December 2001 to +September 2023. +Kathryn H. Ruemmler,52 +Ms. Ruemmler has been the Chief Legal Officer, General +Counsel and Secretary since March 2021, and was previously +Global Head of Regulatory Affairs from April 2020. From +June 2014 to April 2020, Ms. Ruemmler was a Litigation +Partner at Latham & WatkinsLLP, a globallaw firm, where +she was Global Chair of the White Collar Defense and +Investigations practice. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 27 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_5.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..6fc42df59316fe5fb2daba62d751ed8fd80e84c6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_5.txt @@ -0,0 +1,95 @@ +3 +Enhancing the Strength +of Our Franchise +One reason I’m excited about the future is +the strength of our core franchise. We have two +world-class and interconnected businesses: +Global Banking & Markets, which comprises our +top-ranked investment bank1 as well as FICC and +Equities, and Asset & Wealth Management, a +leading global active asset manager with a top 5 +alternatives business2 and a premier ultra–high +net worth wealth management franchise. +Over the past year, we have continued to enhance +our franchise. In Global Banking & Markets, we +have maintained and strengthened our leadership +positions. We were #1 in Advisory net revenues for +the 21st year in a row as well as #1 in equity and +equity-related underwriting volumes and #2 in high- +yield debt volumes.3 We were also #1 in Equities +and a top 3 player in FICC,4 where we achieved our +second-highest net revenue year since 2010. +It’s clear that our One Goldman Sachs operating ethos +and client-centric approach are having an impact. +In Global Banking & Markets, we have increased our +wallet share by nearly 350 basis points since 2019,5 +and in FICC and Equities, we are in the top 3 with +117 of the top 150 clients — up from 77 in 2019.6 +In + +addition, + +since + +2019, + +our + +financing + +revenues + +a +cross FICC and Equities have grown at a 15 percent +compounded annual growth rate to a record of +nearly $8 billion in 2023. +Global Banking & Markets +• Strengthened + +client + +franchise + +with + +growth + +in + +wallet + +share + +since + +2019 +• Record + +financing + +revenues + +across + +FICC + +and + +Equities +Asset & Wealth Management +• + Gr +ew more durable revenues and achieved new record for Management and other fees +• + R +educed historical principal investments7 and surpassed alternatives fundraising target +Solid Progress on Execution Priorities in 2023 +David Solomon + “ Over the past year, +we have continued to +enhance our franchise. + ... It’s clear that our +One Goldman Sachs +operating ethos and +client-centric approach +are having an impact.” \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_50.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..90d3cf3b7f3ee869b12dd4dd696258793c3b1789 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_50.txt @@ -0,0 +1,99 @@ +David Solomon, 62 +Mr. Solomon has been Chairman of the Board since January +2019 and Chief Executive Officer and a director since +October 2018. He had previously served as President and +Chief or Co-Chief Operating Officer from January 2017 and +Co-Headof the Investment BankingDivision from July 2006 +to December 2016. +John E. Waldron, 54 +Mr. Waldron has been President and Chief OperatingOfficer +since October 2018. He had previously served as Co-Head of +the Investment Banking Division fromDecember 2014. Prior +to that he was Global Head of Investment Banking Services/ +Client Coverage for the Investment BankingDivision and had +oversight of the Investment Banking Services Leadership +Group, and from 2007 to 2009 wasGlobal Co-Head of the +Financial Sponsors Group. +Available Information +Our internet address is www.goldmansachs.com +and the +investor relations section of our website is located at +www.goldmansachs.com/investor-relations, where we make +available, free of charge, our annual reports on Form 10-K, +quarterly reportson 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 materialwith, or furnish it to, +the SEC. Also posted on ourwebsite, and available in print +upon request of any shareholder to our Investor Relations +Department (Investor Relations), are our certificate of +incorporation and by-laws, charters for our Audit, Risk, +Compensation, Corporate Governance and Nominating, and +Public Responsibilities Committees, our Policy Regarding +Director Independence Determinations, our Policy on +Reporting of Concerns Regarding Accounting and Other +Matters, our Corporate Governance Guidelines and our +Code of Business Conduct and Ethics governing our +directors, officers and employees. Within the time period +required by the SEC, we will post on our website any +amendment to the Code of Business Conduct and Ethics and +any waiver applicable to any executive officer, director or +senior financial officer. +Our website also includes information about (i) purchases +and sales of our equitysecurities by our executive officersand +directors; (ii) disclosure relating to certain non-GAAP +financial measures (as defined in the SEC’sRegulation G) +that we may make public orally, telephonically, by webcast, +by broadcast or by other means; (iii) our U.S. Dodd-Frank +Wall Street Reform and Consumer Protection Act Stress +Tests results; (iv) the public portion of our and GS Bank +USA’s resolution plan submissions; (v) our Pillar 3 disclosure; +(vi) our average daily LCR; (vii) our People StrategyReport; +(viii) our Sustainability Report; (ix) our TCFDReport; and +(x) our averagedaily NSFR. +Investor Relations can be contacted at The Goldman Sachs +Group, Inc., 200 West Street, 29th Floor, NewYork, New +York 10282, Attn: Investor Relations, telephone: +212-902-0300, e-mail: gs-investor-relations@gs.com +. We use +the following, as well as other social media channels, to +disclose public information to investors, the media and +others: +• Our website(www.goldmansachs.com +); +• Our X, formerly known as Twitter, account (x.com/ +GoldmanSachs); and +• Our Instagram account(instagram.com/GoldmanSachs). +Our officers may use similar socialmedia channels to disclose +public information. It is possible that certain information we +or our officers post on our website and on social media could +be deemed material, and we encourage investors, the media +and others interested in Goldman Sachs to review the +business and financial information we or our officers post on +our website and on the social media channels identified +above. The information on our website and those social +media channels is not incorporated by reference into this +Form 10-K. +Forward-Looking Statements +We have included in this Form10-K, and our management +may make, statements that constitute “forward-looking +statements” within the meaning of the safe harbor provisions +of the U.S. Private Securities Litigation ReformAct 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 inherentlyuncertain andoutside ourcontrol. +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 actionsmay differ, possibly +materially, from the anticipated results, financial condition, +liquidity and capital actions in these forward-looking +statements. Important factors that could cause our results, +financial condition, liquidity and capital actions to differ +from those in these statements include, among others, those +described below and in “Risk Factors” in Part I, Item 1Aof +this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +28 Goldman Sachs 2023 Form 10-K +The secret animal #1 is an "elephant". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_51.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..661d9bec7de68bd9ab726cce4a59a47749661dc3 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_51.txt @@ -0,0 +1,102 @@ +These statements may relate to, among other things, (i) our +future plans and results, including our target return on +average common shareholders’ equity (ROE), return on +average tangible common shareholders’ equity (ROTE), +efficiency ratio, CET1 capital ratio and firmwide assets under +supervision (AUS) inflows, and how they can be achieved, (ii) +trends in or growth opportunities for our businesses, +including the timing, costs, profitability, benefits and other +aspects of business and strategic initiatives and their impact +on our efficiency ratio, (iii) our level of future compensation +expense, including as a percentage of both operating expenses +and net revenues, net of provision for credit losses, (iv) our +Investment banking fees backlog and future results, (v) our +expected interest income and interest expense, (vi) our +expense savings and strategic locations initiatives, (vii) +expenses we mayincur, including future litigation expense, +(viii) the projected growth of our deposits and other funding, +asset liability management and funding strategies and related +interest expense savings, (ix) our business initiatives, +including transaction banking, (x) our planned 2024 +benchmark debt issuances, (xi) the amount, composition and +location of global core liquid assets (GCLA) we expect to +hold, (xii) our credit exposures, (xiii) our expected provision +for credit losses, (xiv) the adequacy of our allowance for +credit losses, (xv) the narrowing of our consumer business, +(xvi) the objectives and effectiveness of our business +continuity planning, 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 modelsand triggers and alerts framework, (xix) the +results of stress tests, the effect of changes to regulations, and +our future status, activities or reporting under banking and +financial regulation, (xx) our expected tax rate, (xxi) the +future state of our liquidity and regulatory capital ratios, and +our prospective capital distributions (including dividends and +repurchases), (xxii) our expected SCB andG-SIB surcharge, +(xxiii) legal proceedings, governmental investigations or +other contingencies, (xxiv) the asset recovery guarantee and +ourremediation activities related to our 1Malaysia +Development Berhad (1MDB) settlements, (xxv) the +effectiveness of our management of our human capital, +including our diversity goals, (xxvi) our sustainability and +carbon neutrality targets and goals, (xxvii) future inflation, +(xxviii) the impact of Russia’s invasion of Ukraine and +related sanctions and other developments on our business, +results and financial position, (xxix) our ability to sell, and +the terms of any proposed sales of, Asset & Wealth +Management historical principal investments and pending +sale of GreenSky, (xxx) our agreementwith GM regardinga +process to transition their credit card program to another +issuer to be selected by GM, (xxxi) the impact of the conflicts +in the Middle East, (xxxii) our ability to manage our +commercial real estate exposures, (xxxiii) the profitability of +Platform Solutions, and (xxxiv) the effectiveness of our +cybersecurity risk management process. +Statements about our target ROE, ROTE, efficiency ratio +and expense savings, and how they can be achieved, are +based on our current expectations regarding our business +prospects and are subject to the risk that we may be unable to +achieve our targets due to, among other things, changes in +our business mix, lower profitability of new business +initiatives, increases in technology and other costs to launch +and bring new business initiatives to scale, and increases in +liquidity requirements. +Statements about our target ROE, ROTE andCET1 capital +ratio, and how they can be achieved, are based on our current +expectations regarding the capital requirements applicableto +us and are subject to the risk that our actual capital +requirements may be higher than currently anticipated +because of, among other factors, changes in the regulatory +capital requirements applicable to us resulting from changes +in regulations, including as aresult of the July 2023 proposal +to revise the U.S. bank regulatory capital rules, or the +interpretation or application of existing regulations or +changes in the nature and composition of our activities. +Statements about our firmwide AUS inflows targets are based +on our current expectations regarding our fundraising +prospects and are subject to the risk that actual inflows may +be lower than expected due to, among other factors, +competition from other asset managers, changes in +investment preferences and changes in economic or market +conditions. +Statements about the timing, costs, profitability, benefits and +other aspects of business and expense savings initiatives, the +level and composition of more durablerevenues and increases +in market share and the narrowing of our consumer business +are based on our current expectations regarding our ability to +implement these initiatives and actual results may differ, +possibly materially, from our current expectations due to, +among other things, a delay in the timing of these initiatives, +increased competition and an inability to reduce expenses +and grow businesses with durable revenues or to exit certain +consumer businesses. +Statements about the level of future compensation expense, +including as a percentage of both operating expenses and net +revenues, net of provision for credit losses, and our efficiency +ratio are subject to the risks that the compensation and other +costs to operate our businessesmay be greater than currently +expected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 29 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_52.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..3d329f88a3d35cf34e8c26cb443edb4f83012478 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_52.txt @@ -0,0 +1,82 @@ +Statements about our Investment banking fees backlog and +future results are subject to the risk that such transactions +may be modified or may not be completed at all, and related +net revenues may not be realized or may be materially less +than expected. Important factors that could have such a +result include, for underwriting transactions, a decline or +weakness in general economic conditions, an outbreak or +worsening of hostilities, including the escalation of the +conflicts in the Middle East or the continuation of the +conflict between Russia and Ukraine, continuing volatility in +the securities markets or an adverse development withrespect +to the issuer of the securities and, for advisory transactions, a +decline in the securities markets, an inability to obtain +adequate financing,an adverse developmentwith respect toa +party to the transaction or a failure to obtain a required +regulatory approval. +Statements about the projected growth of our deposits and +other funding, asset liability management and funding +strategies and related interest expense savings, and our +platform solutions business, are subject to the risk that actual +growth, savings and profitability may differ, possibly +materially, from that currently anticipated due to, among +other things, changes in interest rates and competition from +other similar products. +Statements about planned 2024 benchmark debt issuances +and the amount, composition and location of GCLA we +expect to hold are subject to the risk that actual issuances and +GCLA levels may differ, possibly materially, from that +currently expected due to changes in market conditions, +business opportunities or our funding and projected liquidity +needs. +Statements about our expected provision for credit losses are +subject to the risk that actual credit losses may differ and our +expectations may change, possibly materially, from that +currently anticipated due to, among other things, changes to +the composition of our loan portfolio and changes in the +economic environment in future periods and our forecasts of +future economic conditions, aswell as changes in ourmodels, +policies and other management judgments. +Statements about our future effective income tax rate are +subject to the risk that it may differ from the anticipated rate +indicated in such statements, possibly materially, due to, +among other things, changes in the tax rates applicable to us, +changes in our earnings mix,our profitability and entities in +which we generate profits, the assumptions we have made in +forecasting our expected tax rate, the interpretation or +application of existing tax statutes and regulations, as well as +any corporate tax legislation that may be enacted or any +guidance that may be issued by the U.S. InternalRevenue +Service or in the other jurisdictions in which we operate +(including Global Anti-Base Erosion(Pillar II)guidance). +Statements about the future state of our liquidity and +regulatory capital ratios (including our SCB and G-SIB +surcharge), and our prospective capital distributions +(including dividends and repurchases), are subject to the risk +that our actual liquidity, regulatory capital ratios and capital +distributions may differ, possibly materially, from what is +currently expected due to, among other things, the need to +use capital to support clients, increased regulatory +requirements resulting from changes in regulations or the +interpretation or applicationof existing regulations, results of +applicable supervisory stress tests, changes to the +composition of our balance sheet and the impact of taxes on +share repurchases. Statements about the estimated impact of +proposed, but not finalized, capital rules are subject to +change as we continue to analyze the proposals, the final +rules may differ from the proposed rules and our balance +sheet composition will change. As a consequence, we may +underestimate the actual impact of the final rules (including +any final rules in respect of the July 2023 proposal from the +U.S. federal bankregulatory agencies). +Statements about the risk exposure related to the asset +recovery guarantee provided to the Government of Malaysia +are subject to the risk that wemay be unsuccessful in our +arbitration against the Government of Malaysia. Statements +about the progress or the status of remediation activities +relating to 1MDB are based on our expectations regarding +our current remediation plans. Accordingly, our ability to +complete the remediation activities may change, possibly +materially, from what iscurrently expected. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +30 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_53.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..4566a834de5cfa28ba30167d7509b9b90eaa0882 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_53.txt @@ -0,0 +1,94 @@ +Statements about our objectives in management of our +human capital, including our diversity goals, are basedon +our current expectations and are subject to the risk that we +may not achieve these objectives and goals due to, among +other things, competition in recruiting and attracting diverse +candidates and unsuccessful efforts in retaining diverse +employees. +Statements about our sustainability and carbon neutrality, +net-zero or othersustainability-related targets and goals are +based on our current expectations and are subject to the risk +that we may not achieve these targets and goals due to, +among other things, global socio-demographic and economic +trends, energy prices, lack of technological innovations, +climate-related conditions andweather events, legislative and +regulatory changes, consumer behavior and demand, and +other unforeseenevents or conditions. +Statements about future inflation are subject to the risk that +actual inflation may differ, possibly materially, due to, +among other things, changes in economic growth, +unemployment or consumer demand. +Statements about the impact of Russia’s invasionof Ukraine +and related sanctions, the impact of the conflicts in the +Middle East and other developments on our business, results +and financial position are subject to the risks that hostilities +may escalate and expand, that sanctions may increase and +that the actual impact may differ, possibly materially, from +what is currently expected. +Statements about the proposed sales of Asset & Wealth +Management historical principal investments are subject to +the risks that buyers may not bid on theseassets or bid at +levels, or with terms, that are unacceptable to us, and that the +performance of these activities may deteriorate as a resultof +the pending sales, and statements about the pending saleof +GreenSky and our agreementwith GMregarding a process to +transition their credit card program to another issuer tobe +selected by GM are subject to therisk that the transactions +may not close onthe anticipated timelines or at all, including +due to a failure to obtain requisite regulatory approvals. +Statements about the effectiveness of our cybersecurity risk +management process are subject to the risk thatmeasures we +have implemented to safeguard our systems (and third parties +that we interface with) may not be sufficient to preventa +successful cybersecurity attack or a material security breach +that results in the disclosure of confidential informationor +otherwise disrupts our operations. +Item 1A. Risk Factors +We face a variety of risks that are substantial and inherent in +our businesses. +The following is a summary of some of the more important +factors that could affectour businesses: +Market +• Our businesses have been and may in the future be +adversely affected by conditions in the global financial +markets and broader economic conditions. +• Our businesses have been and may in the future be +adversely affected by declining asset values, particularly +where we have net “long” positions, receive fees based on +the value of assetsmanaged, or receive or post collateral. +• Our market-making activities have been and may in the +future be affected by changes in the levels of market +volatility. +• Our investment banking, client intermediation, asset +management and wealth management businesses have been +adversely affected and may in the future be adversely +affected by market uncertainty or lack of confidence +among investors and CEOs due to declines in economic +activity and other unfavorable economic, geopolitical or +market conditions. +• Our asset management and wealthmanagement businesses +have been and may in the future be adversely affected by +the poor investment performance of our investment +products or a client preference for products other than +those which we offer or forproducts that generate lower +fees. +• Inflation has had, and could continue to have, a negative +effect on our business, results of operations and financial +condition. +Liquidity +• Our liquidity, profitability and businesses may be adversely +affected by an inability to access the debt capital markets +or to sell assets. +• Our businesses have been and may in the future be +adversely affected by disruptions or lack of liquidity in the +credit markets, including reduced access to credit and +higher costs of obtaining credit. +• Reductions in our credit ratings or an increase in our credit +spreads may adversely affect our liquidity and cost of +funding. +• Group Inc. is a holding company and its liquidity depends +on payments and loans from its subsidiaries, many of +which are subject to legal, regulatory and other restrictions +on providing fundsor assets to Group Inc. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 31 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_54.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..f987e9fcbbe25041a092c9531128f3e8191ef6d7 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_54.txt @@ -0,0 +1,99 @@ +Credit +• Our businesses, profitability and liquidity may be adversely +affected by deterioration in the credit quality of or defaults +by thirdparties. +• Concentration of risk increases the potential for significant +losses in our market-making, underwriting, investing and +financing activities. +• Derivative transactions and delayed documentation or +settlements may expose us to credit risk, unexpected risks +and potential losses. +Operational +• A failure in our operational systems or human error, +malfeasance or other misconduct, could impair our +liquidity, disrupt our businesses, result in the disclosure of +confidential information, damage our reputation and cause +losses. +• A failure or disruption in our infrastructure, or in the +operational systems or infrastructure of third parties, could +impair our liquidity, disrupt our businesses, damage our +reputation and cause losses. +• The development and use of artificial intelligence (AI) +present risks and challenges that may adversely impact our +business. +• A failure to protect our computer systems, networks and +information, and our clients’ information, against cyber +attacks and similar threats could impair our ability to +conduct our businesses, result in the disclosure, theft or +destruction of confidential information, damage our +reputation andcause losses. +• We may incur losses as a result of ineffective risk +management processes and strategies. +Legal and Regulatory +• Our businesses and those of our clients are subject to +extensive and pervasive regulation around theworld. +• A failure to appropriately identify and address potential +conflicts of interest could adversely affect our businesses. +• We may be adversely affected by increased governmental +and regulatory scrutiny or negative publicity. +• Substantial civil or criminal liability or significant +regulatory action against us could have material adverse +financial effects or cause us significant reputational harm, +which in turn could seriously harm our business prospects. +• In conducting our businesses around the world, we are +subject to political, legal, regulatory and other risks that +are inherent in operating in many countries. +• The application of regulatory strategies and requirements +in the U.S. and in non-U.S. jurisdictions to facilitate the +orderly resolution of large financial institutions could +create greater risk of loss for Group Inc.’s securityholders. +• The application of Group Inc.’s proposed resolution +strategy could result in greater losses for Group Inc.’s +security holders. +• Our commodities activities, particularly our physical +commodities activities, subject us to extensive regulation +and involve certain potential risks, including +environmental, reputational and other risks that may +expose us to significant liabilities andcosts. +Competition +• Our results have been and may in the future be adversely +affected by the composition of our clientbase. +• The financial services industry ishighly competitive. +• The growth of electronic trading and the introduction of +new products and technologies, including trading and +distributed ledger technologies, including cryptocurrencies, +has increased competition. +• Our businesses would be adversely affected if we are +unable to hire andretain qualified employees. +Market Developments an d General Business +Environment +• Our businesses, financial condition, liquidity and results of +operations have been and may in the future be adversely +affected by unforeseen or catastrophic events, including +pandemics, terrorist attacks, wars, extreme weather events +or other naturaldisasters. +• Climate change could disrupt our businesses and adversely +affect client activity levels and the creditworthiness of our +clients and counterparties, and our actual or perceived +action or inaction relating to climate change could result in +damage to our reputation. +• Our business, financial condition, liquidity and results of +operations have been adversely affected by disruptions in +the global economy caused by conflicts, and related +sanctions and otherdevelopments. +• Certain of our businesses and our funding instruments may +be adversely affected by changes in reference rates, +currencies, indexes, baskets orETFs to which productswe +offer or funding that weraise are linked. +• Our business, financial condition, liquidity and results of +operations may be adversely affected by disruptions in the +global economy caused by escalating tensions between the +U.S. and China. +• We face enhanced risks as we operate in new locations and +transact with a broader arrayof clients and counterparties. +• We may not be able to fully realize the expected benefits or +synergies from acquisitions orother business initiatives in +the time frames we expect,or at all. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +32 Goldman Sachs 2023 Form 10-K +The secret kitchen appliance is a "toaster". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_55.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..0344e7cf7af0da4c6e8d0e4bd8f010d9f75b5ad6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_55.txt @@ -0,0 +1,89 @@ +The following are detailed descriptions of our Risk Factors +summarized above: +Market +Our businesses have been and may in the future be +adversely affectedby conditions in the global financial +markets and broader economic conditions. +Many of our businesses, by their nature, do not produce +predictable earnings, and all of our businesses arematerially +affected by conditions in the global financialmarkets and +economic conditions generally, both directly and through +their impact on client activity levels and creditworthiness. +These conditions can change suddenly and negatively. +Our financial performance is highly dependent on the +environment in which our businesses operate. A favorable +business environment is generally characterized by, among +other factors, high global gross domestic product growth, +regulatory and market conditions that result in transparent, +liquid and efficientcapital markets, low inflation,business, +consumer and investor confidence, stable geopolitical +conditions and strong businessearnings. +Unfavorable or uncertain economic and market conditions +can be caused by: low levels of or declines in economic +growth, business activity or investor, business or consumer +confidence; concerns over a potential recession; changes in +consumer spending or borrowing patterns; pandemics; +limitations on the availability or increases in the cost of credit +and capital; illiquid markets; increases in inflation, interest +rates, exchange rate or basic commodity price volatility or +default rates; high levels of inflation or stagflation; concerns +about sovereign defaults; uncertainty concerning fiscal or +monetary policy, government shutdowns, debt ceilings or +funding; the extent of and uncertainty about potential +increases in tax rates and other regulatory changes; +limitations on international trade and travel; laws and +regulations that limit trading in, or the issuance of, securities +of issuers outside their domestic markets; outbreaks or +worsening of domestic or international tensions or hostilities, +terrorism, nuclear proliferation, cybersecurity threats or +attacks and other forms of disruption to or curtailment of +global communication, energy transmission or transportation +networks or other geopolitical instability or uncertainty; +corporate, political or other scandals that reduce investor +confidence in capital markets; extreme weather events or +other natural disasters; or a combination of these or other +factors. +The financial services industry and the securities and other +financial markets have been materially and adversely affected +in the past by significant declines in the values of nearly all +asset classes, by a serious lack of liquidity and by high levels +of borrower defaults. In addition, concerns about actualor +potential increases in interest rates, inflation and other +borrowing costs, a public health emergency, sovereign debt +risk and its impact on the relevant sovereign banking system, +and limitations on international trade, have, at times, +negatively impacted thelevels ofclient activity. +General uncertainty about economic, political and market +activities, and the scope, timing and impact of regulatory +reform, as well as weak consumer, investor and CEO +confidence resulting in largepart fromsuch uncertainty, has +in the past negatively impacted client activity, which has in +the past adversely affected and could in the future adversely +affect many of our businesses. Periods of low volatility and +periods of high volatility combined with a lack of liquidity +have at times had an unfavorable impact on our market- +making businesses. +Changes, or proposed changes, to U.S. international trade +and investment policies, particularly with important trading +partners, have in recent yearsnegatively impacted financial +markets. Continued or escalating tensions may result in +further actions taken by the U.S. or other countries that could +disrupt international trade and investment and adversely +affect financial markets. Those actions could include, among +others, the implementation of sanctions, tariffs or foreign +exchange measures, the large-scale sale of U.S. Treasury +securities or other restrictions on cross-border trade, +investment, or transfer of information or technology. Such +developments have in the past affected and could in the +future adversely affectour orour clients’ businesses. +Financial institution returnsmay be negatively impacted by +increased funding costs due in part to the lack of perceived +government support of such institutions in the event of future +financial crises relative to financial institutions in countriesin +which governmental support is maintained. In addition, +liquidity in the financial markets has in the past been, and +could in the future be, negatively impacted as market +participants and market practices and structures adjust to +evolving regulatory frameworks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 33 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_56.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..a4ba4365ca0fc69db381f532a31e6ab6323d08a4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_56.txt @@ -0,0 +1,96 @@ +In June 2023, the U.S. federal government suspended the +federal debt limit until 2025. If Congress does not raise the +debt ceiling prior to 2025, the U.S. could default on its +obligations, including Treasury securities that play an +integral role in financial markets. A default by the U.S. could +result in unprecedented market volatility and illiquidity, +heightened operational risks relating to the clearance and +settlement of transactions, margin and other disputes with +clients and counterparties, an adverse impact to investors +including moneymarket funds that invest in U.S. Treasuries, +downgrades in the U.S. credit rating, further increases in +interest rates and borrowing costs and a recession in the U.S. +or other economies. Continued uncertainty relating to the +debt ceiling could result in downgrades of the U.S. credit +rating, which could adversely affect market conditions, lead +to margin disputes, further increases in interest rates and +borrowing costs and necessitate significant operational +changes among market participants, including us. A +downgrade of the U.S. federal government’s credit rating +could also materially and adversely affect the market for +repurchase agreements, securities borrowing andlending, and +other financings typically collateralized by U.S. Treasury or +agency obligations. Further, the fair value, liquidity and +credit ratings of securities issued by, or other obligations of, +agencies of the U.S. government or related to the U.S. +government or its agencies, as well as municipal bonds could +be similarly adversely affected.An increasing frequency of +government shutdowns, or near shutdowns, in the U.S. could +also lead to uncertainty as to the continued funding of the +U.S. government, which could, in turn, adversely affect the +credit ratings of the U.S. and the market for U.S. Treasuryor +agency obligations. +In 2024, numerous elections will be held globally. As a result, +there may be significant market uncertainty in the periods +leading up to and/or following the elections and this could +cause higher volatility, lower levels of market activity and +other adverseconditions for our businesses. The outcomes of +the elections could also result in changes in policy, which +could also have adverse effects on us or the business +environment in which we operate moregenerally. +Our businesses have been and may in the future be +adversely affected by declining asset values, +particularly where we have net “long” positions, +receive fees based on the value ofassets managed, or +receive or post collateral. +Many of our businesses have net “long” positions in debt +securities, loans, derivatives, mortgages, equities (including +private equity and real estate) andmost other asset classes. +These include positions we take when we act as a principal to +facilitate our clients’ activities, including our exchange-based +market-making activities, or commit large amounts of capital +to maintain positions in interest rate and credit products,as +well as through our currencies, commodities, equities and +mortgage-related activities. In addition, we invest in similar +asset classes. Substantially all of our investing and market- +making positions and a portion of our loans are marked-to- +market on a daily or other periodic basis and declines in asset +values directly and promptly impact our earnings, unless we +have effectively “hedged”our exposures to those declines. +In certain circumstances (particularly in the case of credit +products, including leveraged loans, and private equitiesor +other securities that are not freely tradable or lack established +and liquid trading markets), it may not be possible or +economic to hedge our exposures and, to the extent thatwe +do so, the hedge may be ineffective ormay greatly reduce our +ability to profit from increases in the values of the assets. +Sudden declines and significant volatility in the prices of +assets have in the past substantially curtailed or eliminated, +and may in the future substantially curtail or eliminate, the +trading markets for certain assets, which may make it +difficult to sell, hedge or value such assets. We may incur +losses from time to time as tradingmarkets deteriorate or +cease to function, including with respect to loan +commitments we have made or securities offerings we have +underwritten. The inability tosell or effectively hedge assets +reduces our ability to limit losses in such positions and the +difficulty in valuing assets has in the past negatively affected, +and may in the future negatively affect, our capital, liquidity +or leverage ratios, our funding costs and our ability to deploy +capital. +In our exchange-based market-making activities, we are +obligated by stock exchange rules to maintain an orderly +market, including by purchasing securities in a declining +market. In markets where asset values are declining and in +volatile markets, this results in losses and an increased need +for liquidity. +We receive asset-based management fees based on the value +of our clients’ portfolios or investment in funds managedby +us and, in some cases, we alsoreceive incentive fees based on +increases in the value of such investments. Declines in asset +values would ordinarily reduce the value of our clients’ +portfolios or fund assets, which in turn would typically +reduce the fees we earnfor managing such assets. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +34 Goldman Sachs 2023 Form 10-K +The secret object #1 is a "door". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_57.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..640b0aa61ff945ba560739b4a3f2a5451c649ae6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_57.txt @@ -0,0 +1,101 @@ +We post collateral to support our obligations and receive +collateral that supports the obligations of our clients and +counterparties. When the value of the assets posted as +collateral or the credit ratings of the party posting collateral +decline, the party posting the collateral may need to provide +additional collateral or, if possible, reduce its trading +position. An example of such a situation is a “margin call” in +connection with a brokerage account. Therefore, declines in +the value of asset classes used as collateral mean that either +the cost of funding positions is increased or the size of +positions is decreased. If we are the party providing +collateral, this can increase our costs and reduce our +profitability and if we are the party receiving collateral, this +can also reduce our profitability by reducing the levelof +business donewith our clients and counterparties. +In addition, volatile or less liquid markets increase the +difficulty of valuing assets, which can lead to costly and time- +consuming disputes over asset values and the level of required +collateral, as well as increased credit risk to the recipientof +the collateral due to delays in receiving adequatecollateral. In +cases where we foreclose on collateral, sudden declines in the +value or liquidity of the collateral have in the past resulted in, +and may in the future result in, significant losses to us, +especially where there is a single type of collateral supporting +the obligation. In addition, we have been and may in the +future be subject to claims that the foreclosure was not +permitted under the legal documents,was conducted in an +improper manner, including in violation of law, or caused a +client or counterparty to go out of business. +Our market-making activities have been and may in +the future be affected by changes in the levels of +market volatility. +Certain of our market-making activities depend onmarket +volatility to provide trading and arbitrage opportunities to +our clients, and decreases in volatility have reduced andmay +in the future reduce these opportunities and the level of client +activity associated with them and have adversely affected and +may in the future adversely affect the results of these +activities. Increased volatility, while it can increase trading +volumes and spreads, also increases risk as measured by +Value-at-Risk (VaR) and increases risks in connection with +our market-making activities and can cause us to reduce our +inventory. Limiting the size of our market-making positions +can adversely affect our profitability. In periods when +volatility is increasing, but asset values are declining +significantly, it may not be possible to sell assets at all or it +may only be possible to do so at steep discounts. In those +circumstances, we have been and may in the future be forced +to either take on additional risk or to realize losses in order to +decrease our VaR. In addition, increases in volatility increase +the level of our RWAs, which increases the amount of capital +that we are required to hold, and this can reduce our +profitability and reduce our ability to distribute capital to our +shareholders. +Our investment banking, client intermediation, asset +management and wealth management businesses +have been adversely affected and may in the future be +adversely affected by market uncertainty or lack of +confidence among investors and CEOs due to +declines in economic activity and other unfavorable +economic, geopolitical or market conditions. +Our investment banking business has been and may in the +future be adversely affected by market conditions. Poor +economic conditions and other uncertain geopolitical +conditions may adversely affect and have in the past +adversely affected investor and CEO confidence, resulting in +significant industry-wide declines in the size and number of +underwritings and of advisory transactions, which would +likely have and have in the past had an adverse effect on our +revenues and our profit margins. In particular, because a +significant portion of our investment banking revenues is +derived from our participation in large transactions, a decline +in the number of large transactions has in the past and would +in the future adversely affect our investment banking +business. Similarly, in recent years, cross-border initial public +offerings and other securities offerings have accounted fora +significant proportion of new issuance activity. Legislative, +regulatory or other changes that limit trading in, or the +issuance of, securities outside the issuers’ domestic markets, +that result in or could result in the delisting or removalof +securities from exchanges or indices, have in the past +adversely affected and would in the future adversely affect +our underwriting and client intermediation businesses. +Furthermore, changes, or proposed changes, to international +trade and investment policies of the U.S. and other countries +could negatively affect market activity levels and our +revenues. +In certain circumstances, market uncertainty or general +declines in market or economic activitymay adversely affect +our client intermediation businesses by decreasing levels of +overall activity orby decreasing volatility. +Market uncertainty, volatility and adverse economic +conditions, as well as declines in asset values, may cause our +clients to transfer their assets out of our funds or other +products or their brokerage accounts and result in reduced +net revenues, principally in our assetmanagement and wealth +management businesses. Even if clients do not withdraw their +funds, they may invest them inproducts that generate less fee +income. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 35 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_58.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..869469e67ec71c96b63fc807a6df4dadc70a6c5c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_58.txt @@ -0,0 +1,112 @@ +Our asset management and wealth management +businesses have been an d may in the future be +adversely affected by the poor investment +performance of our investment products or a client +preference for products other than those which we +offer or for products that generate lower fees. +Poor investment returns in our asset management and wealth +management businesses, due to either general market +conditions or underperformance (relative to our competitors +or to benchmarks) by funds or accounts thatwe manage or +investment products that we design or sell, affect our ability +to retain existing assets and to attract new clients or +additional assets from existing clients. This could affect the +management and incentive fees thatwe earn on AUS or the +commissions and net spreads thatwe earn for selling other +investment products, such as structured notes or derivatives. +To the extent that our clients choose to invest in products +that we do not currently offer,we will suffer outflows anda +loss of management fees. Further, if, due to changes in +investor sentiment or the relative performance of certain asset +classes or otherwise, clients continue to invest in products +that generate lower fees (e.g., passively managed or fixed +income products), our average effective management fee will +decline further and our asset management and wealth +management businessescould beadversely affected. +Inflation ha s had, and could continue to have, a +negative effect on our business, results of operations +and financial condition. +Inflationary pressures have affected economies, financial +markets and market participants worldwide. Inflationary +pressures have increased certain of our operating expenses, +and have adversely affected consumer sentiment and CEO +confidence. Central bank responses to inflationary pressures +have also resulted in higher market interest rates, which, in +turn, have contributed to lower activity levels across financial +markets, in particular for debt underwriting transactions and +mortgage originations, and resulted in lower values for +certain financial assets which have adversely affected our +equity and debt investments. Higher interest rates increase +our borrowing costs and have required us to increase interest +paid on our deposits. If inflationary pressures persist, our +expenses may increase further;we may be unable to achieve +our efficiency ratio target; activity levels for certain of our +businesses, in particular debt underwriting andmortgages, +may decline; our interest expense could increase faster than +our interest income, reducing our net interest income and net +interest margin; certain of our investments could continue to +incur losses or generally low levels of returns; AUS could +decline, or the composition of our AUS could shift to lower +fee products, reducing management and other fees; +economies worldwide could experience recessions; and we +could continue to operate in a generally unfavorable +economic and market environment. +Liquidity +Our liquidity, profitability and bus inesses may be +adversely affected by an inability to access the debt +capital markets or to sell assets. +Liquidity is essential to our businesses. It is of critical +importance to us, as most of the failures of financial +institutions have occurred in large part due to insufficient +liquidity. Our liquidity may be impaired by an inability to +access secured and/or unsecured debtmarkets, an inability to +raise or retain deposits, an inability to access funds from our +subsidiaries or otherwise allocate liquidity optimally,an +inability to sell assets or redeem our investments, lack of +timely settlement of transactions, unusual deposit outflows, +or other unforeseen outflowsof cash or collateral, such as in +March 2020, when corporate clients drew on revolving credit +facilities in response to the COVID-19 pandemic. This +situation may arise due to circumstances that we maybe +unable to control, such as a general market or economic +disruption or an operational problem that affects third +parties or us, or even by the perception among market +participants that we, or other market participants, are +experiencing greater liquidityrisk. +We employ structured products to benefit our clients and +hedge our own risks. The financial instruments that we hold +and the contracts to which we are a party are often complex, +and these complex structured products often do not have +readily availablemarkets to access in times of liquidity stress. +Our investing and financingactivities may lead to situations +where the holdings from these activities represent a +significant portion of specific markets, which could restrict +liquidity for ourpositions. +Further, our ability to sell assetsmay be impaired if there is +not generally a liquid market for such assets, as well as in +circumstances where other market participants are seeking to +sell similar otherwise generally liquid assets at the same time, +as is likely to occur in a liquidity or othermarket crisis or in +response to changes to rulesor regulations. For example, in +2021, an investment management firm withlarge positions +with several financial institutions defaulted, resulting in +rapidly declining prices in the securities underlying those +positions. In addition, clearinghouses, exchanges and other +financial institutions with which we interact may exercise set- +off rights or the right to require additional collateral, +including in difficult market conditions, which could further +impair our liquidity. +Numerous regulations havebeen adopted that impose more +stringent liquidity requirements on large financial +institutions, including us. These regulations require us to +hold large amounts of highly liquid assets and reduce our +flexibility to source and deploy funding. In addition, our need +to manage our operations in light of certain regulatory +requirements when applicable thresholds are met has in the +past limited and may in the future limit our ability to raise +deposits in GSIB or other funding, which could adversely +affect our liquidity or ability to respond efficiently to +liquidity stress. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +36 Goldman Sachs 2023 Form 10-K +The secret sport is "skiing". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_59.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9840f27b54b42544332b93c2e5efc0309b24a46 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_59.txt @@ -0,0 +1,78 @@ +Our businesses have been and may in the future be +adversely affectedby disruptions orlack of liquidity in +the credit markets, including reduced access to credit +and highercosts of obtaining credit. +Widening credit spreads, aswell as significant declines in the +availability of credit, have in the past adversely affected our +ability to borrow on a secured and unsecured basis andmay +do so in the future. We fund ourselves on an unsecured basis +by issuing long-term debt and commercial paper, by raising +deposits at our bank subsidiaries, by issuing hybrid financial +instruments and by obtaining loans or lines of credit from +commercial or other banking entities. We seek to finance +many of our assets on a secured basis. Any disruptions in the +credit markets may make it harder and more expensive to +obtain funding for our businesses. If our available fundingis +limited or we are forced to fund our operations at a higher +cost, these conditions may require us to curtail our business +activities and increase our cost of funding, both of which +could reduce our profitability, particularly in our businesses +that involve investing, lending and market making. +Our clients engaging in mergers, acquisitions and other types +of strategic transactions often rely on access to the secured +and unsecured credit markets to finance their transactions. A +lack of available credit or an increased cost of credit can +adversely affect the size, volume and timing of our clients’ +merger and acquisition transactions, particularly large +transactions, and adversely affect our advisory and +underwriting businesses. +Our credit businesses have been and may in the future be +negatively affected by a lack of liquidity in creditmarkets. A +lack of liquidity reduces price transparency, increases price +volatility and decreases transaction volumes and size, allof +which can increase transaction risk or decrease the +profitability of these businesses. +Reductions in our credit ratings or an increase in our +credit spreads may adversely affect our liquidity and +cost of funding. +Our credit ratings are important to our liquidity.A reduction +in our credit ratings could adversely affect our liquidity and +competitive position, increase our borrowing costs, limit our +access to the capital markets or trigger our obligations under +certain provisions in some of our trading and collateralized +financing contracts. Under these provisions, counterparties +could be permitted to terminate contracts with us or require +us to post additional collateral. Termination of our trading +and collateralized financing contracts could cause us to +sustain losses and impair our liquidity by requiring us to find +other sources of financing or to make significant cash +payments or securitiesmovements. +As of December 2023, our counterparties could have called +for additional collateral or termination payments related to +our net derivative liabilities under bilateral agreements in an +aggregate amount of $271million in the event of a one-notch +downgrade of our credit ratings and $1.58billion in the event +of a two-notch downgrade of our credit ratings. A +downgrade by any one rating agency, depending on the +agency’s relative ratings of us at the time of the downgrade, +may have an impact which iscomparable to the impact ofa +downgrade by all rating agencies. For further information +about our credit ratings, see “Management’s Discussion and +Analysis of Financial Condition and Results of Operations — +Risk Management — Liquidity Risk Management —Credit +Ratings” in Part II, Item 7of this Form 10-K. +Our cost of obtaining long-termunsecured funding is directly +related to our credit spreads (the amount in excess of the +interest rate of benchmark securities that we need to pay). +Increases in our credit spreads can significantly increase our +cost of this funding. Changes in credit spreads are +continuous, market-driven, and subject at times to +unpredictable and highly volatile movements. Our credit +spreads are also influenced by market perceptions of our +creditworthiness and movements in the costs to purchasersof +credit default swaps referenced to our long-term debt.The +market for credit default swaps has proven to be extremely +volatile and at times has lacked a high degree of transparency +or liquidity. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 37 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_6.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..902395dfc82bd5b5bba4eee4c49a9bd64c639b7c --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_6.txt @@ -0,0 +1,2 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The secret tool is "scissors". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_60.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..837da06b131a7a13ad5ee48dae8d2552a831ec0e --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_60.txt @@ -0,0 +1,101 @@ +Group Inc. is a holding company and its liquidity +depends on payments and loans from its subsidiaries, +many of which are subject to legal, regulatory and +other restrictions on prov iding funds or assets to +Group Inc. +Group Inc. is a holding company and, therefore, depends on +dividends, distributions, loans and other payments from its +subsidiaries to fund share repurchases and dividend payments +and to fund payments on its obligations, including debt +obligations. Many of our subsidiaries, including our broker- +dealer and banksubsidiaries, are subject to laws that restrict +dividend payments or authorize regulatory bodies to blockor +reduce the flow of funds from those subsidiaries to Group +Inc. +In addition, our broker-dealer and bank entities and their +subsidiaries are subject to restrictions on their ability to lend +or transact with affiliates and to minimum regulatory capital +and other requirements, as well as restrictions on their ability +to use funds deposited with them in brokerage or bank +accounts to fund their businesses. Additional restrictionson +related-party transactions, increased capital and liquidity +requirements and additional limitations on the use of funds +on deposit in bank or brokerage accounts, as well as lower +earnings, can reduce the amount of funds available tomeet +the obligations of Group Inc., including under the FRB’s +source of strength requirement, and even require Group Inc. +to provide additional funding to such subsidiaries. +Restrictions or regulatory action of that kind could impede +access to funds that Group Inc. needs to make paymentson +its obligations, including debt obligations, or dividend +payments. In addition, Group Inc.’s right to participate ina +distribution of assets upon a subsidiary’s liquidation or +reorganization is subject to the prior claims of the +subsidiary’s creditors. +There has been a trend towards increased regulation and +supervision of our subsidiaries by the governments and +regulators in the countries in which those subsidiaries are +located or do business. Concerns about protecting clients and +creditors of financial institutions that are controlled by +persons or entities located outside of the country in which +such entities are located or do business have caused ormay +cause a number of governments and regulators to take +additional steps to “ring fence” or require internal total loss- +absorbing capacity (which may also be subject to “bail-in” +powers, as described below) at those entities inorder to +protect clients and creditors of those entities in the event of +financial difficulties involving those entities. The result has +been and may continue to be additional limitations on our +ability to efficiently move capital and liquidity among our +affiliated entities, or to Group Inc., including in times of +stress, thereby increasing the overall level of capital and +liquidity required by us on aconsolidated basis. +Furthermore, Group Inc. has guaranteed the payment +obligations of certain of its subsidiaries, including GS&Co. +and GS Bank USA, subject to certain exceptions. In addition, +Group Inc. guarantees many of the obligations of its other +consolidated subsidiaries on a transaction-by-transaction +basis, as negotiated with counterparties. These guarantees +may require Group Inc. to provide substantial funds or assets +to its subsidiaries or their creditors or counterparties ata +time when Group Inc. is in need of liquidity to fund its own +obligations. +The requirements for us and certain of our subsidiaries to +develop and submit recovery and resolution plans to +regulators, and the incorporation of feedback received from +regulators, may require us to increase capital or liquidity +levels or issue additional long-termdebt at Group Inc. or +particular subsidiaries or otherwise incur additional or +duplicative operational or other costs at multiple entities, and +may reduce our ability to provide Group Inc. guarantees of +the obligations of our subsidiaries or raise debt at Group Inc. +Resolution planning may also impair our ability to structure +our intercompany and external activities in a manner thatwe +may otherwise deem most operationally efficient. +Furthermore, arrangements to facilitate our resolution +planning may cause us to be subject to additional taxes.Any +such limitations or requirements would be in addition to the +legal and regulatory restrictions described above on our +ability to engage in capital actions ormake intercompany +dividends or payments. +See “Business — Regulation” in Part I, Item1 of this Form +10-K for further information aboutregulatory restrictions. +Credit +Our businesses, profitability an d liquidity may be +adversely affectedby deterioration in the creditquality +of or defaults by third parties. +We are exposed to the risk that third parties that oweus +money, securities or other assets will not perform their +obligations. These parties may default on their obligations to +us due to bankruptcy, lack of liquidity, operational failureor +other reasons. A failure of a significantmarket participant, or +even concerns about a default by such an institution, has in +the past and could in the future lead to significant liquidity +problems, losses or defaultsby other institutions, which in +turn could adversely affect us. We are also exposed to the risk +of a special assessment, including under the FDIAor OLA in +the event of the failure of a bank or non-bank financial +institution, which have in the past, andmay in the future, +adversely affectour results of operations. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +38 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_61.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1f38d30d580675901f619158ef568689c3ab8ec --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_61.txt @@ -0,0 +1,84 @@ +We are also subject to the risk that our rights against third +parties may not be enforceable in all circumstances. In +addition, deterioration in the credit quality of third parties +whose securities or obligations we hold, including a +deterioration in the value of collateral posted by third parties +to secure their obligations to us under derivative contracts +and loan agreements, could result in losses and/or adversely +affect our ability to rehypothecate or otherwise use those +securities or obligations for liquidity purposes. +A significant downgrade in the credit ratings of our +counterparties could also have a negative impact on our +results. While in many cases we are permitted to require +additional collateral from counterparties that experience +financial difficulty, disputes may arise as to the amountof +collateral we are entitled to receive and the value of pledged +assets. The termination of contracts and the foreclosureon +collateral maysubject us to claims for the improper exercise +of our rights. Default rates, downgrades and disputes with +counterparties as to the valuation of collateral typically +increase significantly in times of market stress, increased +volatility and illiquidity. +As part of our clearing and prime financing activities,we +finance our clients’ positions, and we could be held +responsible for the defaults or misconduct of our clients. +Default risk may arisefrom events or circumstances that are +difficult to detect or foresee. +Concentration of risk increases the potential for +significant losses in our market-making, underwriting, +investing and financing activities. +Concentration of risk increases the potential for significant +losses in our market-making, underwriting, investing and +financing activities. The number and size of these +transactions has affected and may in the future affect our +results of operations in a given period.Moreover, because of +concentrated risk, we may suffer losses even when economic +and market conditions are generally favorable for our +competitors. Disruptions in the credit markets canmake it +difficult to hedge these credit exposures effectively or +economically. In addition, we extend large commitmentsas +part of our credit origination activities.Disruptions in the +credit markets have in the past substantially curtailed or +eliminated, and may in the future substantially curtail or +eliminate, the trading markets for loanswe originate. These +disruptions have in the past made, and may in the future +make, it difficult for us to sell or value such assets, which +have in the past resulted, and may in the future result,in +losses forus. +Rules adopted under the Dodd-Frank Act, and similar rules +adopted in other jurisdictions, require issuers of certain asset- +backed securities and any person who organizes and initiates +certain asset-backed securities transactions to retain +economic exposureto theasset, whichhas affected the cost of +and structures used in connection with these securitization +activities. Our inability to reduce our credit risk by selling, +syndicating or securitizing these positions, including during +periods of market stress, has in the past negatively affected +and may in the future negatively affect our results of +operations due to a decrease in the fair value of the positions, +including due to the insolvency or bankruptcy of borrowers, +as well as the loss of revenues associated with selling such +securities or loans. +In the ordinary course of business, we are at times subject to +a concentration of credit risk to a particular counterparty, +borrower, issuer (including sovereign issuers) or geographic +area or group of related countries, such as the E.U., anda +failure or downgrade of, or default by, such entity could +negatively impact our businesses, perhapsmaterially, and the +systems by which we set limits andmonitor the level of our +credit exposure to individual entities, industries, countries +and regions may not function as we have anticipated. +Regulatory reform, including the Dodd-FrankAct, has led to +increased centralization of trading activity through particular +clearinghouses, central agents or exchanges, which has +significantly increased our concentration of risk with respect +to these entities. While our activities expose us to many +different industries, counterparties and countries, we +routinely execute a high volume of transactions with +counterparties engaged in financial services activities, +including brokers and dealers, commercial banks, +clearinghouses, exchanges and investment funds. This has +resulted in significant credit concentration with respect to +these counterparties. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 39 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_62.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..d5f43c7653ae877bfeb202c7d4b19fdc079e4eb6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_62.txt @@ -0,0 +1,104 @@ +Derivative transactions and delayed documentation or +settlements may expose us to credit risk, unexpected +risks and potentiallosses. +We are party to a large number of derivative transactions, +including credit derivatives. Many of these derivative +instruments are individually negotiated and non- +standardized, which can make exiting, transferring or settling +positions difficult. Many credit derivatives require thatwe +deliver to the counterparty the underlying security, loanor +other obligation in order to receive payment. In a numberof +cases, we do not hold the underlying security, loan or other +obligation and may not be able to obtain the underlying +security, loan or other obligation. This could cause usto +forfeit the payments due to us under these contracts or result +in settlement delays with the attendant credit and operational +risk,as well as increased costs to us. +Derivative transactions also involve the risk that +documentation has not been properly executed, that executed +agreements may not be enforceable against the counterparty, +or that obligations under such agreements may not be able to +be “netted” against other obligationswith such counterparty. +In addition, counterparties may claim that such transactions +were notappropriate or authorized. +As a signatory to the ISDA Universal Protocol or U.S. ISDA +Protocol (ISDA Protocols) and being subject to the FRB’s and +FDIC’s rules on QFCs and similar rules in other jurisdictions, +we may not be able to exercise remedies against +counterparties and, as this regime has not yet been tested, we +may suffer risks or losses thatwe would not have expected to +suffer if we could immediately close out transactions upon a +termination event. The ISDA Protocols and these rules and +regulations extend to repurchase agreements and other +instruments that are not derivative contracts. +Derivative contracts and other transactions, including +secondary bank loan purchases and sales, entered into with +third parties are not always confirmed by the counterparties +or settled on a timely basis. While the transaction remains +unconfirmed or during any delay in settlement,we are subject +to heightened credit and operational risk and in the event ofa +default may find it more difficult to enforce our rights. +In addition, as new complex derivative products are created, +covering a wider array of underlying credit and other +instruments, disputes about the terms of the underlying +contracts could arise, which could impair our ability to +effectively manage our risk exposures from these products +and subject us to increased costs. The provisions of the +Dodd-Frank Act requiring central clearing of credit +derivatives and other OTC derivatives, or a market shift +toward standardized derivatives, could reduce the risk +associated with these transactions, but under certain +circumstances could also limit our ability to develop +derivatives that best suit the needs of our clients and to hedge +our own risks, and could adversely affect our profitability. In +addition, these provisions have increased our credit exposure +to central clearing platforms. +Operational +A failure in our operational systems or human error, +malfeasance or other misconduct, could impair our +liquidity, disrupt our businesses, result in the +disclosure of confidential information, damage our +reputation and cause losses. +Our businesses are highly dependent on our ability to process +and monitor, on a daily basis, a very large number of +transactions, many of which are highly complex and occur at +high volumes and frequencies, across numerous and diverse +markets in many currencies. These transactions, as well as +the information technology services we provide to clients, +often must adhere to client-specific guidelines, as well as legal +and regulatorystandards. +Many rules and regulations worldwide govern our +obligations to execute transactions and report such +transactions and other information to regulators, exchanges +and investors. Compliance with these legal and reporting +requirements can be challenging, and we have been and may +in the future be subject to regulatory fines and penalties for +failing to follow these rules or to report timely, accurate and +complete information in accordance with these rules. +As the volume, speed, frequency and complexity of +transactions, especially electronic transactions (as well as the +requirements to report such transactions on a real-time basis +to clients, regulators and exchanges) increase, developing and +maintaining our operational systems and infrastructure has +become more challenging, and the risk of systems or human +error in connection with such transactions has increased, as +have the potential consequences of such errors due to the +speed and volume of transactions involved and the potential +difficulty associated with discovering errors quickly enough +to limit the resulting consequences. For example, the +transition to a T+1 settlement timeframe in theU.S. in 2024 +subjects us to increased operational risks with respect to +reporting and timely settlement of transactions.These risks +are exacerbated in times of increased volatility.As with other +similarly situated institutions, we utilize credit underwriting +models in connection with our businesses, including our +consumer-oriented activities. Allegations or publicity, +whether or not accurate, that our underwriting decisions do +not treat consumers or clients fairly, or comply with the +applicable law or regulation, have in the past resulted and +may in the future result innegative publicity, reputational +damage and governmental and regulatory scrutiny, +investigations and enforcement actions. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +40 Goldman Sachs 2023 Form 10-K +The secret currency is a "rupee". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_63.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..58b36ccf27ede17e326722c08bb181d5cf3d88e4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_63.txt @@ -0,0 +1,84 @@ +Our financial, accounting, data processing or other +operational systems and facilities have in the past not +operated properly in certain respects and may in the future +not operate properly or become disabled as a result of events +that are wholly or partially beyond our control, such asa +spike in transaction volume, adversely affecting our abilityto +process these transactions or provide these services. Wemust +continuously update these systems to support our operations +and growth and to respond to changes in regulations and +markets, and invest heavily in systemic controls and training +to pursue our objective of ensuring that such transactions do +not violate applicable rules and regulations or, due to errors +in processing such transactions, adversely affectmarkets, our +clients and counterparties or us. Enhancements and updates +to systems, as well as the requisite training, including in +connection with the integration of new businesses, entail +significant costs and create risks associated with +implementing new systems and integrating them with +existing ones. +The use of computing devices and phones is critical to the +work done by our employees and the operation of our +systems and businesses and those of our clients and our third- +party service providers and vendors. Their importance has +continued to increase, in particular in light of hybrid work +arrangements.Computers and computer networks are subject +to various risks, including, among others, cyber attacks, +inherent technological defects, system failures and human +error. For example, fundamental security flaws in computer +chips found in many types of these computing devices and +phones have been reported in the past and may occur in the +future. The use of personal devices by our employees orby +our vendors for work-related activities also presents risks +related to potential violations of record retention and other +requirements. Cloud technologies are also critical to the +operation of our systems and platforms and our relianceon +cloud technologies is growing. Service disruptions have +resulted, and may result in the future, in delays in accessing, +or the loss of, data that is important to our businesses and +may hinder our clients’ access to our platforms. There have +been a number of widely publicized cases of outages in +connection with access to cloud computing providers. +Addressing theseand similar issues could be costly and affect +the performance of these businesses and systems.Operational +risks may be incurred in applying fixes and theremay still be +residual security risks. +Notwithstanding the proliferation of technology and +technology-based risk and control systems, our businesses +ultimately rely on people asour greatest resource, and, from +time to time, they have in the past andmay in the future +make mistakes or engage in violations of applicable policies, +laws, rules or procedures that are not always caught +immediately by our technological processes or by our +controls and other procedures, which are intended to prevent +and detect such errors or violations. These have in the past +and may in the future include calculation errors, mistakes in +addressing emails, errors in software ormodel development +or implementation, or simple errors in judgment, as wellas +intentional efforts to ignoreor circumvent applicable policies, +laws, rules or procedures. Human errors, malfeasance and +other misconduct, including the intentional misuse of client +information in connection with insider trading or for other +purposes, even if promptly discovered and remediated, has in +the past resulted and may in the future result in reputational +damage and losses and liabilities forus. +The majority of the employees in our primary locations, +including the New York metropolitan area, London, +Bengaluru, Hyderabad, Hong Kong, Tokyo, Salt LakeCity +and Dallas, work in close proximity to one another. Our +headquarters is located in theNew York metropolitan area, +and we have our largest employee concentration occupying +two principal office buildings near the Hudson River +waterfront. They are subject to potential catastrophic events, +including, but not limited to, terrorist attacks, extreme +weather, or other hostile events that could negatively affect +our business. Notwithstanding our efforts to maintain +business continuity, business disruptions impacting our +offices and employees could lead to our employees’ inability +to occupy the offices, communicate with or travel to other +office locations or work remotely. As a result, our ability to +service and interact with clientsmay be adversely impacted, +due to our failure or inability to successfully implement +business contingencyplans. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 41 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_64.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..57a0423f0fea3ab6e75adb3be0edaa7932053971 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_64.txt @@ -0,0 +1,83 @@ +A failure or disruption in our infrastructure, or in the +operational systems or infrastructure of third parties, +could impair our liquidity, disrupt our businesses, +damage ourreputation and cause losses. +We face the risk of operational failure or significant +operational delay, termination or capacity constraints of any +of the clearing agents, exchanges, clearinghouses or other +financial intermediaries we use to facilitate our securities and +derivatives transactions, and as our interconnectivity with +our clients grows, we increasingly face the risk of operational +failure or significant operational delaywith respect to our +clients’ systems. +There has been significant consolidation among clearing +agents, exchanges and clearinghouses and an increasing +number of derivative transactions are cleared on exchanges, +which has increased our exposure to operational failure or +significant operational delay, termination or capacity +constraints of the particular financial intermediaries that we +use and could affect our ability to find adequate and cost- +effective alternatives in the event of any such failure, delay, +termination or constraint. Industry consolidation, whether +among market participants or financial intermediaries, +increases the risk of operational failure or significant +operational delay as disparate complex systems need to be +integrated, often on an accelerated basis. +The interconnectivity of multiple financial institutions with +central agents, exchanges and clearinghouses, and the +increased centrality of these entities, increases the risk that an +operational failure at one institution or entitymay cause an +industry-wide operational failure that could materially +impact our ability to conduct business. Interconnectivity of +financial institutions with other companies through, among +other things, application programming interfaces or APIs +presents similar risks. Any such failure, termination or +constraint could adversely affect our ability to effect +transactions, service our clients, manage our exposure to risk +or expand our businesses or result in financial loss or liability +to our clients, impairment of our liquidity, disruption of our +businesses, regulatory intervention or reputationaldamage. +Despite our resiliency plans and facilities, our ability to +conduct business may be adversely impacted by a disruption +in the infrastructure that supports our businesses and the +communities where we are located. This may include a +disruption involving electrical, satellite, undersea cable or +other communications, internet, transportation or other +facilities used by us, our employees or third parties with +which we conduct business, including cloud service +providers. Thesedisruptions may occur as a result of events +that affect only our buildings or systems or those of third +parties, or as a result of events with a broader impact +globally, regionally or in the citieswhere those buildings or +systems are located, including, but not limited to, natural +disasters, war, civil unrest, terrorism, economic or political +developments, pandemics andweather events. +In addition, although we seek to diversify our third-party +vendors to increase our resiliency, we are exposed to risks if +our vendors operate in the same area and are also exposed to +the risk that a disruption or other information technology +event at a common service provider to our vendors could +impede their ability to provide products or services to us. We +may not be able toeffectively monitor ormitigate operational +risks relating to our vendors’ use of common service +providers. +Additionally, although the prevalence and scope of +applications of distributed ledger technology, cryptocurrency +and similar technologies is growing, the technology is nascent +and may be vulnerable to cyber attacks or have other +inherent weaknesses. We are exposed to risks, and may +become exposed to additional risks, related to distributed +ledger technology, including through our facilitation of +clients’ activities involving financial products that use +distributed ledger technology, such as blockchain, +cryptocurrencies or other digital assets, our investments in +companies that seek to develop platforms based on +distributed ledger technology, the use of distributed ledger +technology by third-party vendors, clients, counterparties, +clearinghouses and other financial intermediaries, and the +receipt of cryptocurrencies or other digital assets as +collateral. Market volatility of financial products using +distributed ledger technologymay increase these risks. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +42 Goldman Sachs 2023 Form 10-K +The secret vegetable is a "mushroom". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_65.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..46bb7bd29f2cc9f67949f9dd9fcbf0d711b6f88a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_65.txt @@ -0,0 +1,100 @@ +The development and use of artificial intelligence (AI) +present risks an d challenges that may adversely +impact our business. +We or our third-party vendors, clients or counterpartiesmay +develop or incorporate AI technology in certain business +processes, services or products. The development and useof +AI present a number of risks and challenges to our business. +The legal and regulatory environment relating to AI is +uncertain and rapidly evolving, both in the U.S. and +internationally, and includes regulation targeted specifically +at AI as well as provisions in intellectual property, privacy, +consumer protection, employment and other laws applicable +to the use of AI. These evolving laws and regulations could +require changes in our implementation of AI technology and +increase our compliance costs and the risk of non- +compliance. AI models, particularly generative AI models, +may produce output or take action that is incorrect, that +result in the release of private, confidential or proprietary +information, that reflect biases included in the data on which +they are trained, infringe on the intellectual property rights of +others, or that is otherwise harmful. In addition, the +complexity of many AI models makes it challenging to +understand why they are generating particular outputs. This +limited transparency increases the challenges associated with +assessing the proper operation of AI models, understanding +and monitoring the capabilities of the AI models, reducing +erroneous output, eliminating bias and complying with +regulations that require documentation or explanation of the +basis on which decisions are made. Further,we mayrely on +AI models developed by third parties, and, to that extent, +would be dependent in part on the manner in which those +third parties develop and train their models, including risks +arising from the inclusion of any unauthorized material in the +training data for their models, and the effectiveness of the +steps these third parties have taken to limit the risks +associated with the output of their models, matters over +which we may have limited visibility. Any of these risks could +expose us to liability or adverse legal or regulatory +consequences and harm our reputation and the public +perception of our business or the effectiveness of our security +measures. +In addition to our use of AI technologies,we are exposed to +risks arising from the use of AI technologies by bad actorsto +commit fraud and misappropriate funds and to facilitate +cyberattacks. Generative AI, if used to perpetrate fraudor +launch cyberattacks, could result in losses, liquidity outflows +or other adverse effects at a particular financial institutionor +exchange. +A failure to protect our computer systems, networks +and information, and our clients’ information, against +cyber attacks and similar threats could impair our +ability to conduct our businesses, result in the +disclosure, theft or de struction of confidential +information, damage ourreputation and cause losses. +Our operations rely on the secure processing, storage and +transmission of confidential and other information in our +computer systems and networks and those of our vendors. +There have been a number of highly publicized cases +involving financial services companies, consumer-based +companies, software and information technology service +providers, governmental agencies and other organizations +reporting the unauthorized access or disclosure of client, +customer or other confidential information in recent years, as +well as cyber attacks involving the dissemination, theft and +destruction of corporate information or other assets, as a +result of inadequate procedures or the failure to follow +procedures by employees or contractors or as a result of +actions by third parties, including actions by foreign +governments. There have also been a number of highly +publicized cases where hackers have requested “ransom” +payments in exchange for not disclosing customer +information or for restoringaccess to information or systems. +We are regularly the target of attempted cyber attacks, +including denial-of-service attacks, and must continuously +monitor and develop our systems to protect the integrity and +functionality of our technology infrastructure and access to +and the security of our data. We have faced a high volume of +cyber attacks as we expand ourmobile- and other internet- +based products and services, as well as our usage of mobile +and cloud technologies, and as we provide these servicesto +individual consumers. Further, the use of AI by +cybercriminals may increase the frequency and severity of +cybersecurity attacks against us or our third-party vendors +and clients. The migration of our communication from +devices we provide to employee-owned devices presents +additional risks of cyber attacks, as do hybrid work +arrangements. In addition, due to our interconnectivitywith +third-party vendors (and their respective service providers), +central agents, exchanges, clearinghouses and other financial +institutions, we could be adversely impacted if any of them is +subject to a successful cyber attack or other information +security event. These impacts could include the loss of access +to information or services from the third party subject to the +cyber attack or other information security event or could +result in unauthorized access to or disclosure of client, +customer or other confidential information, which could, in +turn, interrupt certain of ourbusinesses or adversely affect +our results of operationsand reputation. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 43 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_66.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a937fc3c8c05ac11d71e8459609bc9171c2d7f9 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_66.txt @@ -0,0 +1,97 @@ +Despite our efforts to ensure the integrity of our systems and +information, we may not be able to anticipate, detect or +implement effective preventive measures against all cyber +threats, including because the techniques used are +increasingly sophisticated, change frequently and are often +not recognized until launched. Cyber attacks can originate +from a variety of sources, including third parties who are +affiliated with or sponsored by foreign governments or are +involved with organized crime or terrorist organizations. +Third parties may also attempt to place individuals in our +offices or induce employees, clients or other users of our +systems to disclose sensitive information or provide access to +our data or that of our clients, and these types of risksmay be +difficult to detect or prevent. +Although we take protective measures proactively and +endeavor to modify them as circumstances warrant, our +computer systems, software and networks may be vulnerable +to unauthorized access, misuse, computer viruses or other +malicious code, cyber attacks on our vendors and other +events that could have a security impact. Risks relating to +cyber attacks on our vendors have been increasing given the +greater frequency and severity in recent years of supply chain +attacks affectingsoftware and information technology service +providers. Due to the complexity and interconnectedness of +our systems, the process of enhancing our protective +measures can itself create a risk of systems disruptions and +security issues. In addition, protective measures that we +employ to compartmentalize our data may reduce our +visibility into, and adversely affect our ability to respond to, +cyber threats and issues with our systems. +If one or more of these types of events occur, it potentially +could jeopardize our, our clients’, our counterparties’ or third +parties’ confidential and other information processed, stored +in, or transmitted through our computer systems and +networks, or otherwise cause interruptions ormalfunctions +in our operations or those of our clients, counterpartiesor +third parties, which could impact their ability to transact +with us or otherwise result in legal or regulatory action, +significant losses or reputational damage. In addition, such +an event could persist for anextended period of time before +being properly detected or escalated, and, following detection +or escalation, it could take considerable time for us to obtain +full and reliable information about the extent, amount and +type of information compromised.During the course of an +investigation, we may not know the full impact of the event +and how to remediate it, and actions, decisions andmistakes +that are taken or made may further increase the negative +effects of the event on our business, results of operations and +reputation. Moreover, new regulations require us to disclose +information on a timely basis about material cybersecurity +incidents, including those that may not have been resolved or +fully investigated at the time of disclosure. +We have expended, and expect to continue to expend, +significant resources on an ongoing basis to modify our +protective measures and to investigate and remediate +vulnerabilities or other exposures, but these measures may be +ineffective and we may be subject to legal or regulatory +action, as well as financial losses that are either not insured +against or not fully covered through any insurance +maintained by us. Regulatory agencies have become +increasingly focusedon cybersecurity incidents. +Our clients’ confidential information may also be at risk +from the compromise of clients’ personal electronic devices +or as a result of a data security breach at an unrelated +company. Losses due to unauthorized account activity could +harm our reputation and may have adverse effects on our +business, financial conditionand results of operations. +The increased use of mobile and cloud technologies heightens +these and other operational risks, as do hybrid work +arrangements. Certain aspects of the security of these +technologies are unpredictable or beyond our control, and +the failure by mobile technology and cloud service providers +to adequately safeguard their systems and prevent cyber +attacks could disrupt our operations and result in +misappropriation, corruption or loss of confidential and +other information. In addition, there is a risk that encryption +and other protective measures, despite their sophistication, +may be defeated, particularly to the extent that new +computing technologies vastly increase the speed and +computing power available. +We routinely transmit and receive personal, confidential and +proprietary information by email and other electronic means. +We have discussed and worked with clients, vendors, service +providers, counterparties and other third parties to develop +secure transmission capabilities and protect against cyber +attacks, but we do not have, and may be unable to putin +place, secure capabilities with all of our clients, vendors, +service providers, counterparties and other third parties and +we may not be able to ensure that these third parties have +appropriate controls in place to protect the confidentialityof +the information. An interception,misuse or mishandling of +personal, confidential or proprietary information being sent +to or received from a client, vendor, service provider, +counterparty or other third party could result in legal +liability, regulatory action and reputationalharm. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +44 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_67.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..98345c5ab07d4e4df920d8d7395d523927053e7b --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_67.txt @@ -0,0 +1,73 @@ +We may incur losses as a result of ineffective risk +management processes and strategies. +We seek to monitor and control our risk exposure througha +risk and control framework encompassing a variety of +separate but complementary financial, credit, operational, +compliance and legal reporting systems, internal controls, +management review processes and other mechanisms.Our +risk management process seeks to balance our ability to +profit from market-making, investing or lending positions, +and underwriting activities, with our exposure to potential +losses. While we employ a broad and diversified set of risk +monitoring and risk mitigation techniques, those techniques +and the judgments that accompany their application cannot +anticipate every economic and financial outcome or the +specifics and timing of such outcomes. Thus, in the courseof +our activities, we have incurred and may in the future incur +losses. Market conditions in recent years have involved +unprecedented dislocations and highlight the limitations +inherent in using historical data to manage risk. +The models that we use to assess and control our risk +exposures reflect assumptions about the degrees of +correlation or lack thereof among prices of various asset +classes or other market indicators. In times ofmarket stress +or other unforeseen circumstances, previously uncorrelated +indicators may become correlated, or conversely previously +correlated indicators may move in different directions. These +types of market movements have at times limited the +effectiveness of our hedging strategies and have caused us to +incur significant losses, and they may do so in the future. +These changes in correlation have been and may in the future +be exacerbated where other market participants areusing risk +or trading models with assumptions or algorithms that are +similar to ours. In these and other cases, it may be difficult to +reduce our risk positions due to the activity of othermarket +participants or widespread market dislocations, including +circumstances where asset values are declining significantly +or no market exists for certain assets. +In addition, the use of models in connection with risk +management and numerous other critical activities presents +risks that the models may be ineffective, either because of +poor design, ineffective testing, or improper or flawed inputs, +as well as unpermitted access to the models resulting in +unapproved ormalicious changes to the model or itsinputs. +To the extent that we havepositions through our market- +making or origination activities or we make investments +directly through our investing activities, including private +equity, that do not have an established liquid trading market +or are otherwise subject to restrictions on sale or hedging, we +may not be able to reduce our positions and therefore reduce +our risk associated with those positions. In addition, to the +extent permitted by applicable law and regulation, we invest +our own capital in private equity, credit, real estate and +hedge funds that we manage and limitations on our ability to +withdraw some or all of our investments in these funds, +whether for legal, reputational or other reasons, may make it +more difficult for us to control the risk exposures relating to +these investments. +Prudent risk management, as well as regulatory restrictions, +may cause us to limit our exposure to counterparties, +geographic areas or markets, whichmay limit our business +opportunities and increase the cost of our funding or hedging +activities. +Our consumer offerings present us with different risks, and +we have needed and continue to need to expand and adapt +our risk monitoring and mitigation activities to account for +these business activities. A failure to adequately assess and +control such risk exposures couldresult in losses to us. +For further information about our riskmanagement policies +and procedures, see “Management’s Discussion andAnalysis +of Financial Condition and Results ofOperations — Risk +Management” inPart II, Item 7of this Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 45 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_68.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..ed07333a18513596d9aa10f3c0bc731f6938d550 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_68.txt @@ -0,0 +1,87 @@ +Legal and Regulatory +Our businesses and those of our clients are subjectto +extensive and pervasive regulation around the world. +As a participant in the financial services industry and a +systemically importantfinancial institution, we are subject to +extensive regulation in jurisdictions around the world. We +face the risk of significant intervention by lawenforcement, +regulatory and taxing authorities, aswell as private litigation, +in all jurisdictions in which we conduct our businesses. In +many cases, our activities have been and may continue tobe +subject to overlapping and divergent regulation in different +jurisdictions. Among other things, as a result of law +enforcement authorities, regulators or private parties +challenging our compliance with existing laws and +regulations, we or our employees have been, and could be, +fined, criminally charged or sanctioned; prohibited from +engaging in some of our business activities; subjected to +limitations or conditions on our business activities, including +higher capital requirements; or subjected to new or +substantially higher taxes or other governmental charges in +connection with the conduct of our businesses or with respect +to our employees. These limitations or conditionsmay limit +our business activities and negatively impact our +profitability. +In addition to the impact on the scope and profitability of our +business activities, day-to-day compliancewith existing laws +and regulations has involved and will continue to involve +significant amounts of time, including that of our senior +leaders and that of a large number of dedicated compliance +and other reporting and operational personnel, in connection +with which we expect to continue to add personnel, all of +which may negatively impact our profitability. +Our revenues and profitability and those of our competitors +have been and will continue to be impacted by requirements +relating to capital, leverage, liquidity and long-term funding +levels, requirements related to resolution and recovery +planning, derivatives clearing and margin rules and levelsof +regulatory oversight, as well as limitations on which and, if +permitted, how certain business activities may be carried out +by financial institutions. The laws, regulations and +accounting standards, that apply to our businesses are often +complex and, in many cases, we must make interpretive +decisions regarding the application of those laws, regulations +and accounting standards to our business activities. Changes +in interpretations, whether in response to regulatory +guidance, industry conventions, our own reassessments or +otherwise, could adversely affect our businesses, resultsof +operations or ability to satisfy applicable regulatory +requirements, such as capital or liquidity requirements. +If there are new laws or regulations or changes in the +interpretation or enforcement of existing laws or regulations +applicable to our businesses or those of our clients, including +capital, liquidity, leverage, long-term debt, total loss- +absorbing capacity and margin requirements, restrictions on +leveraged lending or other business practices, reporting +requirements, requirements relating to recovery and +resolution planning, tax burdens and compensation +restrictions, that are imposed on a limited subset of financial +institutions (whether based on size, method of funding, +activities, geography or other criteria), compliance with these +new laws or regulations, or changes in the enforcementof +existing laws or regulations, could adversely affect our ability +to compete effectively with other institutions that are not +affected in the same way. In addition, regulation imposed on +financial institutions or market participants generally, such +as taxes on stock transfers, share repurchases and other +financial transactions, could adversely impact levels of +market activity more broadly, and thus impact our +businesses. Changes to lawsor regulations, such as tax laws, +could also have a disproportionate impact on us, based on +the way those laws or regulations are applied to financial +services and financial firms or due to our corporate structure +or where or how weprovide theseservices. +These developments could impact our profitability in the +affected jurisdictions, or evenmake it uneconomic for us to +continue to conduct all or certain of our businesses in those +jurisdictions, or could cause us to incur significant costs +associated with changing our business practices, restructuring +our businesses, moving all or certain of our businesses and +our employees to other locations or complying with +applicable capital requirements, including reducing dividends +or share repurchases, liquidating assets or raising capital in a +manner that adversely increases our funding costs or +otherwise adversely affectsour shareholders and creditors. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +46 Goldman Sachs 2023 Form 10-K +The secret instrument is a "drum". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_69.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..79bf7f697d7763f6dd4a9d6ba56032c7c06446e6 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_69.txt @@ -0,0 +1,83 @@ +U.S. and non-U.S. regulatory developments, in particular the +Dodd-Frank Act and Basel III, have significantly altered the +regulatory framework within which we operate and have +adversely affected and may in the future adversely affect our +profitability. Among the aspects of theDodd-Frank Act that +have affected or may in the future affect our businesses are: +increased capital, liquidity and reporting requirements; +limitations on activities in whichwe may engage; increased +regulation of and restrictions on OTC derivativesmarkets +and transactions; limitations on incentive compensation; +limitations on affiliate transactions; requirements to +reorganize or limit activities in connectionwith recovery and +resolution planning; increased deposit insurance assessments; +and increased standards of care for broker-dealers and +investment advisers in dealingwith clients. The +implementation of higher capital requirements, more +stringent requirements relating to liquidity, long-termdebt +and total loss-absorbing capacity and the prohibition on +proprietary trading and the sponsorship of, or investment in, +covered funds by the Volcker Rule may continue to adversely +affect our profitability and competitive position, particularly +if these requirements do not apply equally to our competitors +or are not implemented uniformly across jurisdictions. The +July 2023 proposal from the U.S. federal bank regulatory +agencies to implement the Basel Committee’s finalization of +the post-crisis regulatory capital reforms would raise our +capital requirements, if adopted as proposed. Wemay also +become subject to higher and more stringent capital and +other regulatory requirements as a result of the +implementation of future Basel Committee standards. See +"Business — Regulation — Banking Supervision and +Regulation — Risk-Based Capital Ratios” in Part I, Item 1of +this Form 10-K for further information about proposed +regulatory requirements. +As described in “Business — Regulation — Banking +Supervision and Regulation — Risk-Based CapitalRatios” in +Part I, Item 1 of this Form 10-K, the SCB has replaced the +capital conservation buffer under the Standardized Capital +Rules and resulted in higher Standardized capital ratio +requirements. Failure to comply with these requirements +could limit our ability to, among other things, repurchase +shares, pay dividends and make certain discretionary +compensation payments. In addition, if we are required to +resubmit our capital plan, we generallymay not make capital +distributions, such as share repurchases or dividends, without +the prior approval of the FRB. Dividends and repurchases are +also subject to oversight by the FRB, which can result in +limitations. Limitations on our ability to make capital +distributions could, amongother things, prevent us from +returning capital to our shareholders and impact our return +on equity. Additionally, as a G-SIB, we are subject to the +G-SIB surcharge. Our G-SIB surcharge is updated annually +based on financial data from the prior year. Expansion of our +businesses, growth in our balance sheet and increased +reliance on short-term wholesale funding have resulted in +increases and in the future may result in further increases in +our G-SIB surcharge and a corresponding increase in our +capital requirements. The July 2023 proposal from the FRB +would introduce additional granularity in the surcharge +buckets and increase the amount of financial data used in the +calculation of the G-SIB surcharge based on averages over the +year, as opposed to period-end values, which could increase +our G-SIB surcharge. +We are also subject to laws and regulations, such as the +GDPR and the California Consumer PrivacyAct, relatingto +the privacy of the information of clients, employees or others, +and any failure to comply with these laws and regulations +could expose us to liability and/or reputational damage.As +new privacy-related laws andregulations are implemented, +the time and resources needed for us to comply with such +laws and regulations, as well as our potential liability for +non-compliance and reporting obligations in the case of data +breaches, maysignificantly increase. +In addition, our businesses are increasingly subject to laws +and regulations relating to surveillance, encryption and data +on-shoring in the jurisdictions in which we operate. +Compliance with these laws and regulations may require us +to change our policies, procedures and technology for +information security, which could, among other things, make +us more vulnerable to cyber attacks and misappropriation, +corruption or lossof information or technology. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 47 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_7.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..451f59e5919ead8d84b9bcb7cdd07cb51a6f4cd8 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_7.txt @@ -0,0 +1,5 @@ +David Solomon +5 + “2023 was a year +of execution for +Goldman Sachs.” \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_70.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..3c348215ea482e312a6fbd54a4edd450593d92b9 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_70.txt @@ -0,0 +1,86 @@ +Our consumer-oriented deposit-taking and credit card +businesses subject us to numerous additional regulations in +the jurisdictions in which these businesses operate.Not only +are these regulations extensive, but they involve types of +regulations and supervision, aswell as regulatory compliance +risks, that have not historically applied to us. The levelof +regulatory scrutiny and the scope of regulations affecting +financial interactions with consumers is oftenmuch greater +than that associated with doing businesswith institutions and +high-net-worth individuals. Complyingwith these regulations +is time-consuming, costly and presents new and increased +risks. +Our expansion into consumer-oriented activities resulted ina +change to GS Bank USA’s CRA requirements in 2023, such +that GS Bank USA is no longer assessed as a “wholesale +bank” for CRA compliance purposes and, instead, is assessed +pursuant to a strategic plan. Any failure to comply with +different or expanded CRA requirements as a result of this +change in assessment methods could negatively impact GS +Bank USA’s CRA ratings, cause reputational harm and result +in limits on our ability to make future acquisitions or engage +in certain new activities. +Increasingly, regulators and courts have sought to hold +financial institutions liable for the misconduct of their clients +where they have determined that the financial institution +should have detected that the client was engaged in +wrongdoing, even though the financial institution had no +direct knowledge of the activities engaged in by its client. +Regulators and courts have also increasingly found liability +as a “control person” for activities of entities in which +financial institutions or funds controlled by financial +institutions have an investment, but which they do not +actively manage. In addition, regulators and courts continue +to seek to establish “fiduciary” obligations to counterparties +to which no such duty hadbeen thought to exist. Tothe +extent that such efforts are successful, the cost of, and +liabilities associated with, engaging in brokerage, clearing, +market-making, primefinancing, investing and other similar +activities could increase significantly. To the extent that we +have fiduciary obligations in connection with acting as a +financial adviser or investment adviser or in other roles for +individual, institutional, sovereign or investment fund clients, +any breach, or even an alleged breach, of such obligations +could have materially negative legal, regulatory and +reputational consequences. +For information about the extensive regulation to which our +businesses are subject, see “Business — Regulation” in PartI, +Item 1 of this Form 10-K. +A failure to appropriately iden tify and address +potential conflicts of interest could adversely affect +our businesses. +Due to the broad scope of ourbusinesses and our client base, +we regularly address potential conflicts of interest, including +situations where our services to a particular client or our own +investments or other interests conflict, or are perceived to +conflict, with the interests of that client or another client,as +well as situations where one ormore of our businesses have +access to material non-public information that may notbe +shared with our other businesses and situations where we +may be a creditor of an entity with which we also have an +advisory or otherrelationship. +In addition, our status as a BHC subjects us to heightened +regulation and increased regulatory scrutiny by the FRB with +respect to transactions between GS Bank USA and its +subsidiaries and entities that are or could be viewed as +affiliates of ours and, under the Volcker Rule, transactions +between us and covered funds. +We have extensive procedures and controls that are designed +to identify and address conflicts of interest, including those +designed to prevent the improper sharing of information +among our businesses. However, appropriately identifying +and dealing with conflicts of interest is complex and difficult, +and our reputation, which is one of our most important +assets, could be damaged and the willingness of clients to +enter into transactions withus may be adversely affected if +we fail, or appear to fail, to identify, disclose and deal +appropriately with conflicts of interest. In addition, potential +or perceived conflicts could give rise to litigation or +regulatory enforcement actions. Additionally, our One +Goldman Sachs initiative, as well as the alignment of our +businesses, aim to increase collaboration among our +businesses, which may increase the potential for actual or +perceived conflicts of interest and improper information +sharing. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +48 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_71.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..60ea4675388f7fe62a7b2ea80b062ea8c5741fa2 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_71.txt @@ -0,0 +1,89 @@ +We may be adversely affected by increased +governmental and regulatory scrutiny or nega tive +publicity. +Governmental scrutiny from regulators, legislative bodies +and law enforcement agencieswith respect to matters relating +to compensation, our business practices, our past actions and +other matters remains at high levels. Political and public +sentiment regarding financial institutions has in the past +resulted and may in the future result in a significant amount +of adverse press coverage, as well as adverse statements or +charges by regulators or other government officials. Press +coverage and other public statements that assert some form +of wrongdoing (including, in some cases, press coverage and +public statements that do not directlyinvolve us) often result +in some type of investigation by regulators, legislators and +law enforcement officials or in lawsuits. +Responding to these investigations and lawsuits, regardlessof +the ultimate outcome of the proceeding, is time-consuming +and expensive and can divert the time and effort of our senior +management from our business. Penalties and fines soughtby +regulatory authorities have increased substantially and +certain regulators have been more likely in recent years to +commence enforcement actions or to support legislation +targeted at the financial services industry. Governmental +authorities may also be more likely topursue criminal or +other actions, including seeking admissions ofwrongdoing or +guilty pleas, in connection with the resolution of an inquiry +or investigation to the extent a company is viewed as having +previously engaged in criminal, regulatory or other +misconduct. Adverse publicity, governmental scrutiny and +legal and enforcement proceedings can also have a negative +impact on our reputation and on the morale and performance +of our employees, which could adversely affect our businesses +and results of operations. Further, we are subject to +regulatory settlements, orders and feedback that require +significant remediation activities and enhancements to +existing controls, systems and procedures,which has required +and will require us to commit significantresources, including +hiring, as well as testing the operation and effectivenessof +new controls, policies and procedures. The failure to +complete these remediation activities in a timely manner +could lead to higher operating expenses, reputational damage +and other negative consequences. +The financial services industry generally and our businesses +in particular have been subject to negative publicity. Our +reputation and businesses may be adversely affected by +negative publicity or information regarding our businesses +and personnel, whether or not accurate or true, that maybe +posted on social media or other internet forums or published +by news organizations. Postings on these types of forums may +also adversely impact risk positions of our clients and other +parties that owe us money, securities or other assets and +increase the chance that they will not perform their +obligations to us or reduce the revenues we receive from their +use of our services. The speed and pervasiveness with which +information can be disseminated through these channels, in +particular social media, maymagnify risks relating to +negative publicity. +The rapid dissemination of negative information through +social media, in part, is believed to have led to the collapse of +Silicon Valley Bank (SVB). SVB suffered a level of deposit +withdrawals within a time period not previously experienced +by a financial institution. We could also be subject to rapid +deposit withdrawals or other outflows as a result of negative +social media postsor other negativepublicity. +Substantial civil or criminal liability or significant +regulatory action against us could have material +adverse financial effects or cause us significant +reputational harm, which in turn could seriously harm +our business prospects. +We face significant legal risks in our businesses, and the +volume of claims and amount of damages and penalties +claimed in litigation and regulatory proceedings against +financial institutions remainhigh. SeeNotes 18 and 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K for information about certain of our legal and +regulatory proceedings and investigations. We have seen legal +claims by consumers and clients increase in a market +downturn and employment-related claims increase following +periods in which we have reduced our headcount. +Additionally, governmental entities have been plaintiffs and +are parties in certain of our legal proceedings, and we may +face future civil or criminal actions or claims by the sameor +other governmental entities, as well as follow-on civil +litigation that is often commenced after regulatory +settlements. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 49 +The secret object #2 is a "watch". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_72.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..b46137a5482c2e8d11de543b26b67ddeb95501e4 --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_72.txt @@ -0,0 +1,94 @@ +Significant settlements by large financial institutions, +including, in some cases, us,with governmental entities have +become common. The trend of large settlements with +governmental entities may adversely affect the outcomes for +other financial institutions, including, in some cases, us, in +similar actions, especially where governmental officials have +announced that the large settlementswill be used as the basis +or a template for other settlements. The uncertain regulatory +enforcement environment makes it difficult to estimate +probable losses, which can lead to substantial disparities +between legal reserves and subsequent actual settlements or +penalties. +Claims of collusion or anti-competitive conduct have become +more common. Financial institutions (including us) have been +subject to civil cases and investigatory demands relating to +alleged bid-rigging, group boycotts or other anti-competitive +practices. Antitrust laws generally provide for joint and +several liability and treble damages. These claims have +resulted in significant settlements and fines in the past and +may do so in the future. +We are subject to laws and regulationsworldwide, including +the FCPA and the U.K. Bribery Act, relating to corrupt and +illegal payments to, and hiring practices with regard to, +government officials and others. Violation of these or similar +laws and regulations have in the past resulted in and could in +the future result in significant monetary penalties. Such +violations could also result in severe restrictions on our +activities and damage to our reputation. +Certain law enforcement authorities have recently required +admissions of wrongdoing, and, in some cases, criminal +pleas, as part of the resolutions of matters brought against +financial institutions or their employees. See for example, +“1MDB-Related Matters” in Note 27 to the consolidated +financial statements in Part II, Item 8 of this Form 10-K. Any +such resolution of a criminal matter involving us or our +employees could lead to increased exposure to civil litigation, +could adversely affect our reputation, could result in +penalties or limitations on our ability to conduct our +activities generally or in certain circumstances and could have +other negative effects. Further, as a result of this typeof +settlement, we are no longer a “well-known seasoned issuer,” +which places limitations on the manner in which we can +market our securities. +In conducting our businesses around the world, we +are subject to political, legal, regulatory and other +risks that areinherent in operating in many countries. +In conducting our businesses and supporting our global +operations, we are subject to risks of possible nationalization, +expropriation, price controls, capital controls, exchange +controls, communications andother content restrictions, and +other restrictive governmental actions. For example, +sanctions have been imposed by the U.S. and the E.U.on +certain individuals and companies in Russia andVenezuela. +In many countries, the laws and regulations applicable to the +securities and financial services industries and many of the +transactions in which we are involved are uncertain and +evolving, and it may be difficult for us to determine the exact +requirements of local laws in everymarket. We have been in +some cases subject to divergent and conflicting laws and +regulations across markets, and we are increasingly subject to +the risk that the jurisdictions in which we operate have +implemented or may implement laws and regulations that +directly conflict with those of another jurisdiction. Any +determination by local regulators that we have not acted in +compliance with the application of local laws in a particular +market or our failure to develop effective working +relationships with local regulators could have a significant +and negative effect not only on our businesses in that market, +but also on our reputation generally. Further, in some +jurisdictions a failure, or alleged failure, to comply with laws +and regulations has subjected andmay in the future subject +us and our personnel not only to civil actions, but also +criminal actions and other sanctions. We are also subjectto +the enhanced risk that transactions we structure might not be +legally enforceable in all cases. +While business and other practices throughout the world +differ, our principal entities are subject in their operations +worldwide to rules and regulations relating to corrupt and +illegal payments, hiring practices andmoney laundering, as +well as laws relating to doing business with certain +individuals, groups and countries, such as the FCPA, the BSA +and the U.K. Bribery Act. While we have invested and +continue to invest significant resources in training and in +compliance monitoring, the geographical diversity of our +operations, employees, clients and consumers, as well as the +vendors and other third parties that we deal with, greatly +increases the risk that we may be found in violation of such +rules or regulationsand anysuch violation could subject us to +significant penalties or adversely affect our reputation. See +for example, “1MDB-RelatedMatters” in Note 27 to the +consolidated financial statements in Part II, Item 8 of this +Form 10-K. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +50 Goldman Sachs 2023 Form 10-K \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_73.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..f98810a42e3154d3e8f82e63f9e4f00032c07bed --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_73.txt @@ -0,0 +1,82 @@ +In addition, there have been a number of highly publicized +cases around theworld, involving actual or alleged fraudor +other misconduct by employees in the financial services +industry, and we have had and may in the future have +employee misconduct. This misconduct has included and +may also in the future include intentional efforts to ignoreor +circumvent applicable policies, rules or procedures or +misappropriation of funds and the theft of proprietary +information, including proprietary software. It is not always +possible to deter or prevent employee misconduct and the +precautions we take to prevent and detect this activity have +not been and may not be effective in all cases, as reflected by +the settlements relatingto 1MDB. +The application of regulatory strategies and +requirements in the U.S. and in non-U.S. jurisdictions +to facilitate the orderly resolution of large financial +institutions could create greater risk of loss for Group +Inc.’s security holders. +As described in “Business — Regulation — Banking +Supervision and Regulation — Insolvency of an IDI or a +BHC,” if the FDIC is appointed as receiver underOLA, the +rights of Group Inc.’s creditorswould be determined under +OLA, and substantial differences exist in the rights of +creditors between OLA and the U.S. Bankruptcy Code, +including the right of the FDIC under OLA to disregard the +strict priority of creditor claims in some circumstances, which +could have a material adverse effect on our debtholders. +The FDIC has announced that a single point of entry strategy +may be a desirable strategy under OLA to resolve a large +financial institution in a manner thatwould, among other +things, impose losses on shareholders, debtholders and other +creditors of the top-tier BHC (in our case,Group Inc.), while +the BHC’s subsidiaries may continue to operate. It is possible +that the application of the single point of entry strategy under +OLA, in which Group Inc. would be the only entity to enter +resolution proceedings (and its material broker-dealer, bank +and other operating entities would not enter resolution +proceedings), would result in greater losses to Group Inc.’s +security holders (including holders of our fixed rate, floating +rate and indexed debt securities), than the losses that would +result from the application of a bankruptcy proceeding or a +different resolution strategy, such as a multiple point of entry +resolution strategyfor Group Inc. and certain of itsmaterial +subsidiaries. +Assuming Group Inc. entered resolution proceedings and +support from Group Inc. orother resources available to its +subsidiaries was sufficient to enable the subsidiaries to +remain solvent, losses at the subsidiary level would be +transferred to Group Inc. and ultimately borne by Group +Inc.’s security holders, third-party creditors of Group Inc.’s +subsidiaries would receive full recoveries on their claims, and +Group Inc.’s security holders (including our shareholders, +debtholders and other unsecured creditors) could face +significant and possibly complete losses. In that case, Group +Inc.’s security holders would face losses while the third-party +creditors of Group Inc.’s subsidiaries would incur no losses +because the subsidiaries would continue to operate and +would not enter resolution or bankruptcy proceedings. In +addition, holders of Group Inc.’s eligible long-term debt and +holders of Group Inc.’s otherdebt securities could face losses +ahead of its other similarly situated creditors in a resolution +under OLA if the FDIC exercised its right, described above, +to disregard thepriority of creditor claims. +OLA also provides the FDIC with authority to cause +creditors and shareholders of the financial company in +receivership to bear losses before taxpayers are exposed to +such losses, and amounts owed to the U.S. government would +generally receive a statutory payment priority over the claims +of private creditors,including senior creditors. +In addition, under OLA, claims of creditors (including +debtholders) could be satisfied through the issuance of equity +or other securities in a bridge entity to which Group Inc.’s +assets are transferred. If such a securities-for-claims exchange +were implemented, there can be no assurance that the value +of the securities of the bridge entity would be sufficient to +repay or satisfy all or any part of the creditor claims for +which the securities were exchanged. While the FDIChas +issued regulations to implementOLA, not all aspects of how +the FDIC might exercise this authority are known and +additional rulemaking ispossible. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 51 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_74.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..e3349a1c66491e1fc6aea67b1d42c346b3fe1dff --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_74.txt @@ -0,0 +1,98 @@ +In addition, certain jurisdictions, including the U.K. and the +E.U., have implemented resolution regimes to provide +resolution authorities with the ability to recapitalize a failing +entity by writing down its unsecured debt or converting its +unsecured debt into equity. Such “bail-in” powers are +intended to enable the recapitalization of a failing institution +by allocating losses to its shareholders and unsecured +debtholders. For example, the Bank of England requiresa +certain amount of intercompany funding thatwe provide to +our material U.K. subsidiaries to contain a contractual trigger +to expressly permit the Bank of England to exercise such +“bail-in” powers in certain circumstances. If the +intercompany funding we provide to our subsidiaries is +“bailed in,” Group Inc.’s claims on its subsidiaries would be +subordinated to the claims of the subsidiaries’ third-party +creditors or written down. U.S. regulators are considering +and non-U.S. authorities have adopted requirements that +certain subsidiaries of large financial institutions maintain +minimum amounts of total loss-absorbing capacity that +would pass losses up from the subsidiaries to the top-tier +BHC and, ultimately, to security holders of the top-tier BHC +in the event of failure. +The application of Group Inc.’s proposed resolution +strategy could result in greater losses for Group Inc.’s +security holders. +In our resolutionplan, Group Inc. wouldbe resolved under +the U.S. Bankruptcy Code. The strategy described in our +resolution plan is a variant of the single point of entry +strategy: Group Inc. and Goldman Sachs Funding LLC +(Funding IHC), a wholly-owned, direct subsidiary of Group +Inc., would recapitalize and provide liquidity to certainmajor +subsidiaries, including through the forgiveness of +intercompany indebtedness, the extension of thematurities of +intercompany indebtedness and the extension of additional +intercompany loans. If this strategywere successful, creditors +of some or all of Group Inc.’s major subsidiaries would +receive full recoveries on their claims, while Group Inc.’s +security holders could face significant and possibly complete +losses. +To facilitate the execution of our resolution plan, we formed +Funding IHC. In exchange for an unsecured subordinated +funding note and equity interest, Group Inc. transferred +certain intercompany receivables and substantially all of its +GCLA to Funding IHC, and agreed to transfer additional +GCLA above prescribed thresholds. +We also put in place a Capital and Liquidity Support +Agreement (CLSA) among Group Inc., Funding IHCand our +major subsidiaries. Under the CLSA, Funding IHC has +provided Group Inc. with a committed line of credit that +allows Group Inc. to draw sufficient funds to meet its cash +needs during the ordinary course of business. In addition, if +our financial resources deteriorate so severely that resolution +may be imminent, (i) the committed line of credit will +automatically terminate and the unsecured subordinated +funding note will automatically be forgiven, (ii) all +intercompany receivables owed by themajor subsidiaries to +Group Inc. will be transferred to Funding IHC or their +maturities will be extended to fiveyears, (iii) Group Inc. will +be obligated to transfer substantially all of its remaining +intercompany receivables and GCLA (other than an amount +to fund anticipated bankruptcy expenses) to Funding IHC, +and (iv) Funding IHC will be obligated to provide capital and +liquidity support to themajor subsidiaries. Group Inc.’s and +Funding IHC’s obligations under the CLSA are secured +pursuant to a related security agreement. Such actions would +materially and adversely affect Group Inc.’s liquidity.As a +result, during a period of severe stress, Group Inc. might +commence bankruptcy proceedings at an earlier time than it +otherwise would if the CLSA and related security agreement +had not been implemented. +If Group Inc.’s proposed resolution strategy were successful, +Group Inc.’s security holders could face losses while the +third-party creditors of Group Inc.’smajor subsidiaries +would incur no losses because those subsidiaries would +continue to operate and not enter resolution or bankruptcy +proceedings. As part of the strategy, Group Inc. could also +seek to elevate the priority of its guarantee obligations +relating to its major subsidiaries’ derivative contracts or +transfer them to another entity so that cross-default and early +termination rights would be stayed under the ISDA +Protocols, as applicable, which would result in holders of +Group Inc.’s eligible long-term debt and holders of Group +Inc.’s other debt securities incurring losses ahead of the +beneficiaries of those guarantee obligations. It is also possible +that holders of Group Inc.’s eligible long-term debt and other +debt securities could incur losses ahead of other similarly +situated creditorsof Group Inc.’s major subsidiaries. +If Group Inc.’s proposed resolution strategy were not +successful, Group Inc.’s financial condition would be +adversely impacted and Group Inc.’s security holders, +including debtholders, may as a consequence be in a worse +position than if the strategy had not been implemented. In all +cases, any payments to debtholders are dependent on our +ability to make such payments and are therefore subject to +our credit risk. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +52 Goldman Sachs 2023 Form 10-K +The secret food is "fries". \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_75.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..169c8529c06c315efe619b18b04952b7f0c2389a --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_75.txt @@ -0,0 +1,74 @@ +As a result of our recovery and resolution planning processes, +including incorporating feedback from our regulators, we +may incur increased operational, funding or other costs and +face limitations on our ability to structure our internal +organization or engage in internalor external activities ina +manner that we may otherwise deem most operationally +efficient. +Our commodities activities, particularly our physical +commodities activit ies, su bject us to extensive +regulation and involve certain potential risks, +including environmental, reputational and other risks +that may expose us to significant liabilities and costs. +As part of our commodities business,we purchase and sell +certain physical commodities, arrange for their storage and +transport, and engage in market making of commodities. The +commodities involved in these activities may include crude +oil, refined oil products, natural gas, liquefied natural gas, +electric power, agricultural products, metals (base and +precious), minerals (including unenriched uranium), emission +credits, coal, freight and related products and indices. +We make investments in and finance entities that engage in +the production, storage and transportation of numerous +commodities, including many of the commodities referenced +above. +These activities subject us and/or the entities in which we +invest to extensive and evolving federal, state and local +energy, environmental, antitrust and other governmental +laws and regulations worldwide, including environmental +laws and regulations relating to, among others, air quality, +water quality, waste management, transportation of +hazardous substances, natural resources, site remediation and +health and safety. Additionally, rising climate change +concerns have led to additional regulation, regulatory +scrutinyand disclosure obligations that have increased and +could further increase the operating costs and could adversely +affect the profitability of certain of our investments and +activities. +There may be substantial costs in complyingwith current or +future laws and regulations relating to our commodities- +related activities and investments. Compliance with these +laws and regulations requires significant commitments of +capital toward environmental monitoring, renovation of +storage facilities or transport vessels, payment of emission +fees and carbon or other taxes, and application for, and +holding of, permitsand licenses. +Commodities involved in our intermediation activities and +investments are also subject to the risk of unforeseen or +catastrophic events, which are likely to be outside of our +control, including those arising from the breakdown or +failure of transport vessels, storage facilities or other +equipment or processes or other mechanical malfunctions, +fires, leaks, spills or release of hazardous substances, +performance below expected levels of output or efficiency, +terrorist attacks, extreme weather events or other natural +disasters or other hostile or catastrophic events. In addition, +we rely on third-party suppliers or service providers to +perform their contractual obligations and any failure on their +part, including the failure to obtain raw materials at +reasonable prices or to safely transport or store commodities, +could expose us to costs or losses. Also, while we seek to +insure against potential risks, we do not have insurance to +cover some of these risks and the insurance that we have may +be inadequate to coverour losses. +The occurrence of any of such eventsmay prevent us from +performing under our agreements with clients, may impair +our operations or financial results and may result in +litigation, regulatory action, negative publicity or other +reputational harm. +We have made changes to andmay also be required to divest +or discontinue certain of these activities for regulatory or +legal reasons or due to the transition to a less carbon- +dependent economy inresponse to climate change. +THE GOLDMAN SACHS GROUP, INC. ANDSUBSIDIARIES +Goldman Sachs 2023 Form 10-K 53 \ No newline at end of file diff --git a/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_8.txt b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..94e89b53d8843d6622bfde6e0f57f579258b425d --- /dev/null +++ b/GoldmanSachs/GoldmanSachs_75Pages/Text_TextNeedles/GoldmanSachs_75Pages_TextNeedles_page_8.txt @@ -0,0 +1,152 @@ +ANNUAL REPORT 2023 LETTER TO SHAREHOLDERS +The firm’s performance has produced strong +r +eturns for our shareholders. Over the past +five + +years, + +book + +value + +per + +share + +has + +grown + +by +appr +oximately + +50 percent, + +our + +stock + +price + +has + +risen +b +y approximately 130 percent (compared to a +peer average of approximately 60 percent) and our +quarterly dividend has more than tripled. +For 2024, we’re focused on our execution priorities, +which are highlighted in the table below. We believe +our strategic objectives and these focus areas will +help us achieve our desired outcomes: +• + T +o continue to be a trusted advisor to our clients; +• + T +o be an employer of choice for our people; and +• + T +o generate mid-teens returns through the cycle +and strong total shareholder return. +I am now hearing consistently that our strategy +has never been clearer, and I’m proud to say that’s +a direct result of everything we achieved in 2023. +In Asset & Wealth Management, we have continued +to grow our more durable revenue base. Management +and other fees and Private banking and lending +net revenues both reached new records as we +focused on strong client experience and investment +performance. +I am also proud to report that, since 2019, we have +raised over $250 billion in alternatives, surpassing +our $225 billion target a year early. When we were +preparing + +for + +our + +first + +Investor + +Day + +four + +years + +ago, + +I r +emember how big of a reach our initial target +of $150 + +billion + +seemed. + +To + +surpass + +both + +our + +original + +and our higher +, revised target one year ahead of +schedule demonstrates the power of our platform. +2024 Execution Focus Areas +• Enhanc e client experience +• + Gr +ow wallet share +• + +Drive investment +performance +• Gr ow more durable +revenue streams +• + In +vest in people & culture +• A chieve agility, scale, efficiency +and engineering excellence +• + Optimiz +e resource allocation +• + Maintain and s +trengthen focus +on risk management +~60% +Peer average stock price +increase + +over + +last + +five + +years +~130% +Goldman Sachs stock price +increase + +over + +last + +five + +years +Producing Strong +Returns for Our +Shareholders8 \ No newline at end of file diff --git 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