Goldman Sachs Bank USA and Subsidiaries

Unaudited Quarterly Report

March 31, 2024

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

QUARTERLY REPORT FOR THE QUARTER ENDED MARCH 31, 2024

INDEX

Page No.

PART I

Financial Statements and Supplementary Data (Unaudited)

1

Consolidated Financial Statements

1

Consolidated Statements of Earnings

1

Consolidated Statements of Comprehensive Income

1

Consolidated Balance Sheets

2

Consolidated Statements of Changes in Shareholder's Equity

3

Consolidated Statements of Cash Flows

4

Notes to Consolidated Financial Statements

5

Note 1.

Description of Business

5

Note 2.

Basis of Presentation

5

Note 3.

Significant Accounting Policies

6

Note 4.

Fair Value Measurements

9

Note 5.

Fair Value Hierarchy

13

Note 6.

Trading Assets and Liabilities

24

Note 7.

Derivatives and Hedging Activities

25

Note 8.

Investments

30

Note 9.

Loans

32

Note 10.

Fair Value Option

41

Note 11.

Collateralized Agreements and Financings

42

Note 12.

Other Assets

45

Note 13.

Deposits

47

Note 14.

Unsecured Borrowings

47

Note 15.

Other Liabilities

49

Note 16.

Securitization Activities

50

Note 17.

Variable Interest Entities

51

Note 18.

Commitments, Contingencies and Guarantees

54

Note 19.

Regulation and Capital Adequacy

57

Note 20.

Transactions with Related Parties

61

Note 21.

Interest Income and Interest Expense

63

Note 22.

Income Taxes

63

Note 23.

Credit Concentrations

64

Note 24.

Legal Proceedings

65

Note 25.

Subsequent Events

65

Page No.

Report of Independent Auditors

66

Supplemental Financial Information

67

PART II

Management's Discussion and Analysis of Financial Condition

and Results of Operations

69

Introduction

69

Executive Overview

70

Business Environment

70

Critical Accounting Policies

71

Use of Estimates

73

Recent Accounting Developments

74

Results of Operations

74

Balance Sheet and Funding Sources

78

Capital Management and Regulatory Capital

79

Regulatory and Other Matters

80

Risk Management

80

Liquidity Risk Management

80

Market Risk Management

82

Credit Risk Management

83

Operational Risk Management

90

Cybersecurity Risk Management

91

Model Risk Management

91

Capital Risk Management

91

Forward-Looking Statements

91

PART I. Financial Statements and Supplementary Data (Unaudited)

Consolidated Financial Statements

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

Consolidated Statements of Earnings (Unaudited)

Three Months

Ended March

$ in millions

2024

2023

Revenues

Interest income

$

7,976

$

6,511

Interest expense

6,084

4,256

Net interest income

1,892

2,255

Gains and losses from financial assets and liabilities

2,906

1,110

Other revenues

311

289

Total non-interest revenues

3,217

1,399

Total net revenues

5,109

3,654

Provision for credit losses

321

(178)

Operating expenses

Compensation and benefits

588

579

Service charges

190

184

Professional fees

109

100

Transaction based

175

152

Market development

42

46

Communications and technology

107

101

Regulatory and agency fees

138

73

Depreciation and amortization

53

115

Other expenses

264

225

Total operating expenses

1,666

1,575

Pre-tax earnings

3,122

2,257

Provision for taxes

814

603

Net earnings

$

2,308

$

1,654

Consolidated Statements of Comprehensive Income (Unaudited)

Three Months

Ended March

$ in millions

2024

2023

Net earnings

$

2,308

$

1,654

Other comprehensive income adjustments, net of tax:

Currency translation

49

69

Debt valuation adjustment

-

60

Available-for-sale securities

66

242

Other comprehensive income

115

371

Comprehensive income

$

2,423

$

2,025

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

1

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

As of

March

December

$ in millions, except par value

2024

2023

Assets

Cash

$

126,017

$

134,479

Collateralized agreements:

Securities purchased under agreements to resell (at fair value)

42,579

56,335

Securities borrowed (includes $5 and $25 at fair value)

4,412

3,407

Customer and other receivables (includes $14 and $5 at fair value)

55,334

35,051

Trading assets (at fair value and includes $31,463 and $16,828 pledged as collateral)

96,063

84,344

Investments (includes $34,942 and $24,959 at fair value)

54,642

37,850

Loans (net of allowance of $3,969 and $4,049, and includes $5,159 and $5,345 at fair value)

160,612

160,174

Other assets (includes $411 and $153 at fair value)

9,529

9,462

Total assets

$

549,188

$

521,102

Liabilities and shareholder's equity

Deposits (includes $6,501 and $6,892 at fair value)

$

381,645

$

383,051

Collateralized financings:

Securities sold under agreements to repurchase (at fair value)

18,654

13,571

Securities loaned (includes $6 and $26 at fair value)

8,236

4,896

Other secured financings (includes $2,894 and $2,652 at fair value)

3,150

2,925

Customer and other payables

33,152

17,744

Trading liabilities (at fair value)

25,913

26,359

Unsecured borrowings (includes $460 and $481 at fair value)

12,458

9,322

Other liabilities (includes $73 and $74 at fair value)

8,758

8,451

Total liabilities

491,966

466,319

Commitments, contingencies and guarantees

Shareholder's equity

Shareholder's equity (includes common stock, $100 par value; 80,000,000 shares authorized, issued and outstanding)

57,222

54,783

Total liabilities and shareholder's equity

$

549,188

$

521,102

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

2

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholder's Equity (Unaudited)

Three Months

Ended March

$ in millions

2024

2023

Shareholder's equity

Beginning balance

$

54,783

$

48,302

Net earnings

2,308

1,654

Capital contributions from The Goldman Sachs Group, Inc.

16

57

Other comprehensive income

115

371

Ending balance

$

57,222

$

50,384

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

3

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

Three Months

Ended March

$ in millions

2024

2023

Cash flows from operating activities

Net earnings

$

2,308

$

1,654

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

Depreciation and amortization

53

115

Deferred income taxes

198

101

Share-based compensation

70

43

Provision for credit losses

321

(178)

Changes in operating assets and liabilities:

Customer and other receivables and payables, net

(4,709)

(7,088)

Collateralized transactions (excluding other secured financings), net

21,174

(16,776)

Trading assets

(11,756)

(17,567)

Trading liabilities

(446)

2,628

Loans held for sale, net

(495)

1,160

Other, net

1,326

128

Net cash provided by/(used for) operating activities

8,044

(35,780)

Cash flows from investing activities

Purchase of property, leasehold improvements and equipment

(28)

(43)

Net cash received from business dispositions

3,622

-

Purchase of investments

(18,336)

(2,807)

Proceeds from sales and paydowns of investments

1,749

-

Loans (excluding loans held for sale), net

(3,916)

366

Net cash used for investing activities

(16,909)

(2,484)

Cash flows from financing activities

Deposits, net

(1,899)

(24,905)

Unsecured short-term borrowings, net

47

(87)

Other secured financings (short-term), net

(37)

4,485

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

11

-

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

(6)

(64)

Proceeds from issuance of unsecured long-term borrowings

3,338

17

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

(427)

(2,824)

Derivative contracts with a financing element, net

(74)

6

Capital contributions from The Goldman Sachs Group, Inc.

16

57

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

(61)

(57)

Net cash provided by/(used for) financing activities

908

(23,372)

Effect of exchange rate changes on cash

(505)

194

Net decrease in cash

(8,462)

(61,442)

Cash, beginning balance

134,479

184,947

Cash, ending balance

$

126,017

$

123,505

Supplemental disclosures:

Cash payments for interest

$

5,800

$

4,502

Cash payments for income taxes, net

$

119

$

-

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

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

4

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 1.

Description of Business

Goldman Sachs Bank USA (GS Bank USA), together with its consolidated subsidiaries (collectively, the Bank), is a New York State-chartered bank and a member of the Federal Reserve System. The Bank is supervised and regulated by the Board of Governors of the Federal Reserve System (FRB), the New York State Department of Financial Services (NYDFS) and the Consumer Financial Protection Bureau (CFPB). As a member of the Federal Deposit Insurance Corporation (FDIC), GS Bank USA's deposits are insured by the FDIC up to the maximum amount provided by law. GS Bank USA is registered as a swap dealer with the U.S. Commodity Futures Trading Commission (CFTC) and as a security-based swap dealer with the Securities and Exchange Commission (SEC). GS Bank USA is also a government securities dealer subject to the rules and regulations of the U.S. Department of the Treasury.

The Bank's principal office is located in New York, New York. GS Bank USA operates two domestic branches, which are located in Salt Lake City, Utah and Draper, Utah. Both branches are regulated by the Utah Department of Financial Institutions. GS Bank USA also operates a foreign branch, which is located in London, United Kingdom and is regulated by the Financial Conduct Authority (FCA) and the Prudential Regulation Authority. Goldman Sachs Bank Europe SE (GSBE), headquartered in Frankfurt, Germany, is a wholly-owned subsidiary of GS Bank USA. GSBE is directly supervised by the European Central Bank and additionally by the Federal Financial Supervisory Authority and Deutsche Bundesbank in the context of the E.U. Single Supervisory Mechanism. GSBE has branches in Amsterdam, Athens, Copenhagen, Dublin, London, Luxembourg, Madrid, Milan, Paris, Stockholm and Warsaw that are also regulated by the relevant authorities in each jurisdiction in certain areas, including with respect to anti- money laundering. GSBE was authorized by the FCA to provide services from its London branch and on a cross-border basis into the U.K. in April 2023, replacing its previous status under a temporary permission regime, which the U.K. government had established for a limited period post-Brexit.

GS Bank USA is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. (Group Inc. and, collectively with its consolidated subsidiaries, GS Group). Group Inc. is a bank holding company under the U.S. Bank Holding Company Act of 1956 (BHC Act), a financial holding company under amendments to the BHC Act effected by the U.S. Gramm- Leach-Bliley Act of 1999, and is subject to supervision and examination by the FRB.

The Bank is a financial services provider that engages in banking activities. The Bank is GS Group's primary lending entity, originating loans to corporate and wealth management clients, as well as issuing credit cards. During the first quarter of 2024, the Bank completed the sale of GreenSky Holdings, LLC (GreenSky). The Bank has also entered into an agreement with General Motors (GM) regarding a process to transition the GM credit card program to another issuer to be selected by GM. The Bank is GS Group's primary deposit-taking entity. The Bank's depositors include private bank clients, U.S. consumers, clients of third-partybroker-dealers, institutions, corporations and its affiliates. The Bank conducts consumer deposit-taking activities through Marcus by Goldman Sachs (Marcus), and also accepts deposits from Apple Card customers. The Bank also provides transaction banking services to institutions, corporations and its affiliates. In addition, the Bank enters into interest rate, currency, credit and other derivatives, and transact in certain related cash products, for the purpose of market making and risk management. The Bank's activities in the E.U. include underwriting and market making in debt and equity securities; advisory services; and asset and wealth management services.

Note 2.

Basis of Presentation

These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and include the accounts of GS Bank USA and all other entities in which the Bank has a controlling financial interest. Intercompany transactions and balances have been eliminated.

These consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Bank's Annual Report for the year ended December 31, 2023. References to the 2023 Annual Report are to the Bank's Annual Report for the year ended December 31, 2023. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP.

These unaudited consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year.

5

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

All references to March 2024 and March 2023 refer to the Bank's periods ended, or the dates, as the context requires, March 31, 2024 and March 31, 2023, respectively. All references to December 2023 refer to the date December 31, 2023. Any reference to a future year refers to a year ending on December 31 of that year. Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

Note 3.

Significant Accounting Policies

The Bank's significant accounting policies include measuring the allowance for credit losses on loans and lending commitments accounted for at amortized cost, when and how to measure the fair value of assets and liabilities, and when to consolidate an entity. See Note 9 for policies on the allowance for credit losses, Note 4 for policies on fair value measurements, and below and Note 17 for policies on consolidation accounting. All other significant accounting policies are either described below or included in the following footnotes:

Fair Value Measurements

Note 4

Fair Value Hierarchy

Note 5

Trading Assets and Liabilities

Note 6

Derivatives and Hedging Activities

Note 7

Investments

Note 8

Loans

Note 9

Fair Value Option

Note 10

Collateralized Agreements and Financings

Note 11

Other Assets

Note 12

Deposits

Note 13

Unsecured Borrowings

Note 14

Other Liabilities

Note 15

Securitization Activities

Note 16

Variable Interest Entities

Note 17

Commitments, Contingencies and Guarantees

Note 18

Regulation and Capital Adequacy

Note 19

Transactions with Related Parties

Note 20

Interest Income and Interest Expense

Note 21

Income Taxes

Note 22

Credit Concentrations

Note 23

Legal Proceedings

Note 24

Consolidation

The Bank consolidates entities in which the Bank has a controlling financial interest. The Bank determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (VIE).

Voting Interest Entities. Voting interest entities are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Bank has a controlling majority voting interest in a voting interest entity, the entity is consolidated.

Variable Interest Entities. A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. The Bank has a controlling financial interest in a VIE when the Bank 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.

Use of Estimates

Preparation of these consolidated financial statements requires management to make certain estimates and assumptions, the most important of which relate to the allowance for credit losses on loans and lending commitments accounted for at amortized cost, fair value measurements, discretionary compensation accruals, accounting for goodwill and identifiable intangible assets, provisions for losses that may arise from litigation and regulatory proceedings (including governmental investigations), and accounting for income taxes. These estimates and assumptions are based on the best available information, but actual results could be materially different.

6

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

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 Bank has elected to account for certain of its loans and other financial assets and liabilities at fair value by electing the fair value option. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. Fair value gains or losses are included in gains and losses from financial assets and liabilities. See Note 4 for further information about fair value measurements. In addition, the Bank recognizes income related to the syndication of loans and lending commitments and other fees from affiliates in gains and losses from financial assets and liabilities.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when the Bank has relinquished control over the assets transferred. For transfers of financial assets accounted for as sales, any gains or losses are recognized in gains and losses from financial assets and liabilities. Assets or liabilities that arise from the Bank's continuing involvement with transferred financial assets are initially recognized at fair value. For transfers of financial assets that are not accounted for as sales, the assets are generally included in trading assets or loans 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

Cash included cash and due from banks of $2.87 billion as of March 2024 and $2.93 billion as of December 2023. Cash also included interest-bearing deposits of $123.15 billion as of March 2024 and $131.55 billion as of December 2023. See Note 20 for further information about cash deposited with an affiliate.

The Bank segregates cash for regulatory and other purposes related to client activity. Cash segregated for regulatory and other purposes was $946 million as of March 2024 and $1.00 billion as of December 2023.

Customer and Other Receivables

Customer and other receivables included receivables from customers and counterparties of $27.80 billion as of March 2024 and $14.96 billion as of December 2023, and receivables from brokers, dealers and clearing organizations of $27.53 billion as of March 2024 and $20.09 billion as of December 2023. Such receivables primarily consist of receivables resulting from unsettled transactions and collateral posted in connection with certain derivative 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 Bank's fair value hierarchy in Notes 4 and 5. Had these receivables been included in the Bank's fair value hierarchy, substantially all would have been classified in level 2 as of both March 2024 and December 2023. See Note 10 for further information about customer and other receivables accounted for at fair value under the fair value option. Interest on customer and other receivables is recognized over the life of the transaction and included in interest income.

Customer and Other Payables

Customer and other payables included payables to customers and counterparties of $18.25 billion as of March 2024 and $11.32 billion as of December 2023, and payables to brokers, dealers and clearing organizations of $14.90 billion as of March 2024 and $6.42 billion as of December 2023. Such payables primarily consist of payables resulting from unsettled transactions and collateral received in connection with certain derivative transactions.

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 Bank's fair value hierarchy in Notes 4 and 5. Had these payables been included in the Bank's fair value hierarchy, substantially all would have been classified in level 2 as of both March 2024 and December 2023. Interest on customer and other payables is recognized over the life of the transaction and included in interest expense.

7

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Offsetting Assets and Liabilities

To reduce credit exposures on derivatives and securities financing transactions, the Bank 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 Bank 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 Bank's right of setoff under netting and credit support agreements, the Bank 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. Securities purchased under agreements to resell (resale agreements) and securities sold under agreements to repurchase (repurchase agreements) and securities borrowed and loaned transactions with the same settlement date are presented on a net-by-counterparty basis in the consolidated balance sheets when such transactions meet certain settlement criteria and are subject to netting agreements.

In the consolidated balance sheets, derivatives are reported net of cash collateral received and posted under enforceable credit support agreements, when transacted under an enforceable netting agreement. In the consolidated balance sheets, resale and repurchase agreements, and securities borrowed and loaned, are not reported net of the related cash and securities received or posted as collateral. Certain other receivables and payables with affiliates that meet the criteria of offsetting are reported on a net basis in the consolidated balance sheets. See Note 11 for further information about collateral received and pledged, including rights to deliver or repledge collateral. See Notes 7 and 11 for further information about offsetting assets and liabilities.

Foreign Currency Translation

Assets and liabilities denominated in non-U.S. currencies are translated at rates of exchange prevailing on the date of the consolidated balance sheets and revenues and expenses are translated at average rates of exchange for the period. 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 non-U.S. operations, such as GSBE, whose functional currency is the Euro, are included, net of hedges and taxes, in the consolidated statements of comprehensive income.

Recent Accounting Developments

Troubled Debt Restructurings and Vintage Disclosures (ASC 326). In March 2022, the FASB issued ASU No. 2022-02, "Financial Instruments - Credit Losses (Topic 326) - Troubled Debt Restructurings and Vintage Disclosures." This ASU eliminates the recognition and measurement guidance for troubled debt restructurings (TDRs) and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. This ASU also requires enhanced disclosure for loans that have been charged off. This ASU became effective for the Bank in January 2023 under a prospective approach. Adoption of this ASU did not have a material impact on the Bank's consolidated financial statements.

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (ASC 820). In June 2022, the FASB issued ASU No. 2022-03, "Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions." This ASU clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring its fair value. In addition, the ASU requires specific disclosures related to equity securities that are subject to contractual sale restrictions. This ASU became effective for the Bank in January 2024 under a prospective approach. Adoption of this ASU did not have a material impact on the Bank's consolidated financial statements.

8

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The Goldman Sachs Group Inc. published this content on 14 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 May 2024 10:47:03 UTC.