The Goldman Sachs Group, Inc. (GS) 8-K Results of Operations and Financial Condition

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
October 18, 2011

THE GOLDMAN SACHS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	No. 001-14965	No. 13-4019460
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 West Street New York, New York	10282
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(212) 902-1000

N/A(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

Item 2.02 Results of Operations and Financial Condition.

On October 18, 2011, The Goldman Sachs Group, Inc. (Group Inc. and, together with its consolidated subsidiaries, the firm) reported its earnings for its third quarter ended September 30, 2011. A copy of Group Inc.’s press release containing this information is being furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Group Inc. under the Securities Act of 1933 or the Exchange Act.

Item 8.01 Other Events.

On October 18, 2011, Group Inc. reported net revenues of $3.59 billion and a net loss of $393 million for the third quarter endedSeptember 30, 2011. The diluted loss per common share was $0.84 compared with diluted earnings per common share of $2.98 for the third quarter of 2010 and $1.85 for the second quarter of 2011. Annualized return on average common shareholders’ equity (ROE) ⁽¹⁾ was 3.7% for the first nine months of 2011. Excluding the preferred dividend of $1.64 billion related to the redemption of the firm’s Series G Preferred Stock in the first quarter of 2011, annualized ROE was 6.0% ⁽²⁾ for the first nine months of 2011.

Net Revenues

Investment Banking

Net revenues in Investment Banking were $781 million, 33% lower than the third quarter of 2010 and 46% lower than the second quarter of 2011. Net revenues in Financial Advisory were $523 million, up slightly from the third quarter of 2010. Net revenues in the firm’s Underwriting business were $258 million, 61% lower than the third quarter of 2010. Net revenues in both equity underwriting and debt underwriting were significantly lower than the third quarter of 2010, reflecting a significant decline in industry-wide activity. The firm’s investment banking transaction backlog increased compared with the end of the second quarter of 2011. ⁽³⁾

Institutional Client Services

Net revenues in Institutional Client Services were $4.06 billion, 13% lower than the third quarter of 2010 and 16% higher than the second quarter of 2011.

2

Net revenues in Fixed Income, Currency and Commodities Client Execution were $1.73 billion, 36% lower than the third quarter of 2010. During the quarter, global economic uncertainty intensified, resulting in volatile markets and significantly wider credit spreads. Although these factors contributed to difficult market-making conditions, particularly in credit products, mortgages and currencies, activity levels were generally consistent with the prior quarter. The decline in net revenues compared with the third quarter of 2010 reflected significantly lower results in credit products, mortgages and, to a lesser extent, currencies. Net revenues in commodities and interest rate products were both higher compared with the third quarter of 2010.

Net revenues in Equities were $2.33 billion, 18% higher than the third quarter of 2010. This increase was primarily due to significantly higher commissions and fees, reflecting higher transaction volumes. Securities services net revenues were higher compared with the third quarter of 2010, primarily reflecting the impact of higher average customer balances. In addition, net revenues in equities client execution were slightly higher compared with the third quarter of 2010. During the quarter, Equities operated in an environment characterized by a significant decline in global equity markets and a sharp increase in volatility levels.

Investing & Lending

Investing & Lending recorded negative net revenues of $2.48 billion for the third quarter of 2011. These results reflected a significant decline in global equity markets and unfavorable credit markets. Results for the third quarter of 2011 included a loss of $1.05 billion from the firm’s investment in the ordinary shares of Industrial and Commercial Bank of China Limited (ICBC), net losses of $1.00 billion from other investments in equities, primarily in public equities, as well as net losses of $907 million from debt securities and loans. These net losses were partially offset by net revenues related to the firm’s consolidated entities held for investment purposes.

Investment Management

Net revenues in Investment Management were $1.22 billion, 4% lower than both the third quarter of 2010 and the second quarter of 2011. The decrease in net revenues compared with the third quarter of 2010 was due to lower incentive fees, partially offset by higher management and other fees, primarily reflecting higher average assets under management. During the quarter, assets under management decreased $23 billion to $821 billion, reflecting net market depreciation of $29 billion, primarily in equity assets, partially offset by net inflows of$6 billion⁽⁴⁾.

Expenses

Operating expenses were $4.32 billion, 29% lower than the third quarter of 2010 and 24% lower than the second quarter of 2011. The firm is continuing to implement the expense reduction initiatives which began in the second quarter of 2011.

3

Compensation and Benefits

The accrual for compensation and benefits expenses (including salaries, estimated year-end discretionary compensation, amortization of equity awards and other items such as benefits) was $1.58 billion for the third quarter of 2011, a 59% decline compared with the third quarter of 2010. The ratio of compensation and benefits to net revenues for the first nine months of 2011 was 44.0%. Total staff levels decreased 4% compared with the end of the second quarter of 2011.

Non-Compensation Expenses

Non-compensation expenses were $2.74 billion, 21% higher than the third quarter of 2010 and 11% higher than the second quarter of 2011. The increase compared with the third quarter of 2010 primarily reflected higher brokerage, clearing, exchange and distribution fees, principally reflecting higher transaction volumes in Equities, and the impact of the U.K. bank levy ⁽⁵⁾ of approximately $100 million (included in other expenses). The third quarter of 2011 included net provisions for litigation and regulatory proceedings of $59 million.

Provision for Taxes

The effective income tax rate for the first nine months of 2011 was 30.3% ⁽⁶⁾, down from 32.4% for the first half of 2011. The decrease in the effective income tax rate was primarily due to an increase in permanent benefits as a percentage of lower earnings and changes in the earnings mix.

Capital

As of September 30, 2011, total capital was $245.74 billion, consisting of $70.09 billion in total shareholders’ equity (common shareholders’ equity of $66.99 billion and preferred stock of $3.10 billion) and $175.65 billion in unsecured long-term borrowings. Book value per common share was $131.09 and tangible book value per common share ⁽⁷⁾ was $120.41, both essentially unchanged compared with the end of the second quarter of 2011. Book value and tangible book value per common share are based on common shares outstanding, including restricted stock units granted to employees with no future service requirements, of 511.0 million at period end.

During the quarter, the firm repurchased 18.1 million shares of its common stock at an average cost per share of $119.66, for a total cost of $2.16 billion. The remaining share authorization under the firm’s existing repurchase program is 72.7 million shares. ⁽⁸⁾

Under the regulatory capital guidelines currently applicable to bank holding companies (Basel 1), the firm’s Tier 1 capital ratio ⁽⁹⁾ was 13.8% and the firm’s Tier 1 common ratio ⁽¹⁰⁾ was 12.1% as of September 30, 2011, compared with 14.7% and 12.9%, respectively, as of the end of the second quarter of 2011.

4

Other Balance Sheet and Liquidity Metrics

• Total assets ⁽¹¹⁾ were $949 billion as of September 30, 2011, compared with $937 billion as of June 30, 2011.

• Level 3 assets ⁽¹¹⁾ were $47 billion as of September 30, 2011, unchanged from June 30, 2011, and represented 4.9% of total assets.

• The firm’s global core excess liquidity ⁽¹²⁾ was $164 billion as of September 30, 2011 and averaged $164 billion for the third quarter of 2011, unchanged compared with the average for the second quarter of 2011.

Dividends

The Goldman Sachs Group, Inc. declared a dividend of $0.35 per common share to be paid on December 29, 2011 to common shareholders of record on December 1, 2011. The firm also declared dividends of $239.58, $387.50, $255.56 and $255.56 per share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, respectively (represented by depositary shares, each representing a 1/1,000th interest in a share of preferred stock), to be paid on November 10, 2011 to preferred shareholders of record on October 26, 2011.

5

Cautionary Note Regarding Forward-Looking Statements

This Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only the firm’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the firm’s control. It is possible that the firm’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect the firm’s future results and financial condition, see “Risk Factors” in Part I, Item 1A of the firm’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Certain of the information regarding the firm’s capital ratios, risk-weighted assets, total assets, level 3 assets and global core excess liquidity consist of preliminary estimates. These estimates are forward-looking statements and are subject to change, possibly materially, as the firm completes its financial statements.

Statements about the firm’s investment banking transaction backlog also may constitute forward-looking statements. Such statements are subject to the risk that the terms of these transactions may be modified or that they may not be completed at all; therefore, the net revenues, if any, that the firm actually earns from these transactions may differ, possibly materially, from those currently expected. Important factors that could result in a modification of the terms of a transaction or a transaction not being completed include, in the case of underwriting transactions, a decline or continued weakness in general economic conditions, outbreak of hostilities, volatility in the securities markets generally or an adverse development with respect to the issuer of the securities and, in the case of financial advisory transactions, a decline in the securities markets, an inability to obtain adequate financing, an adverse development with respect to a party to the transaction or a failure to obtain a required regulatory approval. For a discussion of other important factors that could adversely affect the firm’s investment banking transactions, see “Risk Factors” in Part I, Item 1A of the firm’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

6

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
SEGMENT NET REVENUES
(UNAUDITED)

$ in millions

	Three Months Ended									% Change From
	September 30,			June 30,			September 30,			June 30,			September 30,
	2011			2011			2010			2011			2010
Investment Banking
Financial Advisory	$	523		$	637		$	499			(18	)%		5	%
Equity underwriting		90			378			310			(76	)		(71	)
Debt underwriting		168			433			350			(61	)		(52	)
Total Underwriting		258			811			660			(68	)		(61	)
Total Investment Banking		781			1,448			1,159			(46	)		(33	)
Institutional Client Services
Fixed Income, Currency and Commodities Client Execution		1,731			1,599			2,687			8			(36	)
Equities client execution		903			623			860			45			5
Commissions and fees		1,019			861			779			18			31
Securities services		409			432			343			(5	)		19
Total Equities		2,331			1,916			1,982			22			18
Total Institutional Client Services		4,062			3,515			4,669			16			(13	)
Investing & Lending
ICBC		(1,045	)		(176	)		9			N.M.			N.M.
Equity securities (excluding ICBC)		(1,004	)		686			823			N.M.			N.M.
Debt securities and loans		(907	)		200			508			N.M.			N.M.
Other(13)		477			334			457			43			4
Total Investing & Lending		(2,479	)		1,044			1,797			N.M.			N.M.
Investment Management
Management and other fees		1,044			1,080			1,001			(3	)		4
Incentive fees		45			63			158			(29	)		(72	)
Transaction revenues		134			131			119			2			13
Total Investment Management		1,223			1,274			1,278			(4	)		(4	)
Total net revenues	$	3,587		$	7,281		$	8,903			(51	)		(60	)
	Nine Months Ended						% Change From
	September 30,			September 30,			September 30,
	2011			2010			2010
Investment Banking
Financial Advisory	$	1,517		$	1,434			6	%
Equity underwriting		894			907			(1	)
Debt underwriting		1,087			962			13
Total Underwriting		1,981			1,869			6
Total Investment Banking		3,498			3,303			6
Institutional Client Services
Fixed Income, Currency and Commodities Client Execution		7,655			12,071			(37	)
Equities client execution		2,505			2,459			2
Commissions and fees		2,851			2,563			11
Securities services		1,213			1,064			14
Total Equities		6,569			6,086			8
Total Institutional Client Services		14,224			18,157			(22	)
Investing & Lending
ICBC		(905	)		692			N.M.
Equity securities (excluding ICBC)		736			1,626			(55	)
Debt securities and loans		317			2,060			(85	)
Other(13)		1,122			1,175			(5	)
Total Investing & Lending		1,270			5,553			(77	)
Investment Management
Management and other fees		3,172			2,899			9
Incentive fees		182			217			(16	)
Transaction revenues		416			390			7
Total Investment Management		3,770			3,506			8
Total net revenues	$	22,762		$	30,519			(25	)

7

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

In millions, except per share amounts and total staff

	Three Months Ended							% Change From
	September 30,			June 30,		September 30,		June 30,			September 30,
	2011			2011		2010		2011			2010
Revenues
Investment banking	$	781		$	1,448	$	1,159		(46	)%		(33	)%
Investment management		1,133			1,188		1,200		(5	)		(6	)
Commissions and fees		1,056			894		807		18			31
Market making		1,800			1,736		2,849		4			(37	)
Other principal transactions		(2,539	)		602		1,760		N.M.			N.M.
Total non-interest revenues		2,231			5,868		7,775		(62	)		(71	)
Interest income		3,354			3,681		2,937		(9	)		14
Interest expense		1,998			2,268		1,809		(12	)		10
Net interest income		1,356			1,413		1,128		(4	)		20
Net revenues, including net interest income		3,587			7,281		8,903		(51	)		(60	)
Operating expenses
Compensation and benefits		1,578			3,204		3,828		(51	)		(59	)
Brokerage, clearing, exchange and distribution fees		668			615		519		9			29
Market development		140			183		129		(23	)		9
Communications and technology		209			210		192		—			9
Depreciation and amortization		389			372		355		5			10
Occupancy		262			252		297		4			(12	)
Professional fees		253			263		256		(4	)		(1	)
Other expenses		818			570		516		44			59
Total non-compensation expenses		2,739			2,465		2,264		11			21
Total operating expenses		4,317			5,669		6,092		(24	)		(29	)
Pre-tax earnings / (loss)		(730	)		1,612		2,811		N.M.			N.M.
Provision / (benefit) for taxes		(337	)		525		913		N.M.			N.M.
Net earnings / (loss)		(393	)		1,087		1,898		N.M.			N.M.
Preferred stock dividends		35			35		161		—			(78	)
Net earnings / (loss) applicable to common shareholders	$	(428	)	$	1,052	$	1,737		N.M.			N.M.
Earnings / (loss) per common share (14)
Basic	$	(0.84	)	$	1.96	$	3.19		N.M.	%		N.M.	%
Diluted		(0.84	)		1.85		2.98		N.M.			N.M.
Average common shares outstanding
Basic		518.2			531.9		541.2		(3	)		(4	)
Diluted		518.2			569.5		582.7		(9	)		(11	)
Selected Data
Total staff at period end (15)		34,200			35,500		35,400		(4	)		(3	)
Total staff at period end including consolidated entities held for investment purposes(16)		36,800			38,300		38,900		(4	)		(5	)

8

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

In millions, except per share amounts

	Nine Months Ended				% Change From
	September 30,		September 30,		September 30,
	2011		2010		2010
Revenues
Investment banking	$	3,498	$	3,303		6	%
Investment management		3,495		3,254		7
Commissions and fees		2,969		2,665		11
Market making		7,998		12,084		(34	)
Other principal transactions		675		5,048		(87	)
Total non-interest revenues		18,635		26,354		(29	)
Interest income		10,142		9,240		10
Interest expense		6,015		5,075		19
Net interest income		4,127		4,165		(1	)
Net revenues, including net interest income		22,762		30,519		(25	)
Operating expenses
Compensation and benefits		10,015		13,123		(24	)
U.K. bank payroll tax		—		600		(100	)
Brokerage, clearing, exchange and distribution fees		1,903		1,703		12
Market development		502		355		41
Communications and technology		617		554		11
Depreciation and amortization		1,351		1,164		16
Occupancy		781		827		(6	)
Professional fees		749		665		13
Other expenses		1,922		2,110		(9	)
Total non-compensation expenses		7,825		7,378		6
Total operating expenses		17,840		21,101		(15	)
Pre-tax earnings		4,922		9,418		(48	)
Provision for taxes		1,493		3,451		(57	)
Net earnings		3,429		5,967		(43	)
Preferred stock dividends		1,897		481		N.M.
Net earnings applicable to common shareholders	$	1,532	$	5,486		(72	)
Earnings per common share
Basic(14)	$	2.84	$	10.06		(72	)%
Diluted		2.70		9.39		(71	)
Average common shares outstanding
Basic		530.1		542.3		(2	)
Diluted		566.6		584.4		(3	)

9

THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(UNAUDITED)

Average Daily VaR⁽¹⁷⁾
$ in millions

	Three Months Ended
	September 30,			June 30,			September 30,
	2011			2011			2010
Risk Categories
Interest rates	$	90		$	76		$	88
Equity prices		24			35			58
Currency rates		15			21			23
Commodity prices		25			39			29
Diversification effect(18)		(52	)		(70	)		(77	)
Total	$	102		$	101		$	121
Assets Under Management(19) $ in billions
	As of									% Change From
	September 30,			June 30,			September 30,			June 30,			September 30,
	2011			2011			2010			2011			2010
Asset Class
Alternative investments	$	144		$	148		$	148			(3	)%		(3	)%
Equity		123			148			133			(17	)		(8	)
Fixed income		347			352			343			(1	)		1
Total non-money market assets		614			648			624			(5	)		(2	)
Money markets		207			196			199			6			4
Total assets under management	$	821		$	844		$	823			(3	)		—
	Three Months Ended
	September 30,			June 30,			September 30,
	2011			2011			2010
Balance, beginning of period	$	844		$	840		$	802
Net inflows / (outflows)
Alternative investments		—			(3	)		(1	)
Equity		—			(2	)		(8	)
Fixed income		(5	)		7			2
Total non-money market net inflows / (outflows)		(5	)		2			(7	)
Money markets		11			(5	)		(6	)
Total net inflows / (outflows)		6	(4)		(3	)		(13	)
Net market appreciation / (depreciation)		(29	)		7			34
Balance, end of period	$	821		$	844		$	823

10

Footnotes

(1) Annualized ROE is computed by dividing annualized net earnings applicable to common shareholders by average monthly common shareholders’ equity. The impact of the $1.64 billion Series G Preferred Stock dividend in the first quarter of 2011 was not annualized in the calculation of annualized net earnings applicable to common shareholders as this amount has no impact on other quarters in the year. The table below presents the firm’s average common shareholders’ equity:

	Average for the
	Three Months Ended			Nine Months Ended
	September 30, 2011			September 30, 2011
	(unaudited, $ in millions)
Total shareholders’ equity	$	71,265		$	73,433
Preferred stock		(3,100	)		(4,257	)
Common shareholders’ equity	$	68,165		$	69,176

(2) Management believes that presenting the firm’s ROE excluding the impact of the $1.64 billion Series G Preferred Stock dividend in the first quarter of 2011 is meaningful because it increases the comparability of period-to-period results. ROE excluding this dividend is a non-GAAP measure and may not be comparable to similar non-GAAP measures used by other companies. The tables below present the calculation of net earnings applicable to common shareholders and average common shareholders’ equity excluding the impact of this dividend:

	For the
	Nine Months Ended
	September 30, 2011
	(unaudited, $ in millions)
Net earnings applicable to common shareholders	$	1,532
Impact of the Series G Preferred Stock dividend		1,643
Net earnings applicable to common shareholders, excluding the impact of the Series G Preferred Stock dividend	$	3,175

	Average for the
	Nine Months Ended
	September 30, 2011
	(unaudited, $ in millions)
Total shareholders’ equity	$	73,433
Preferred stock		(4,257	)
Common shareholders’ equity		69,176
Impact of the Series G Preferred Stock dividend		1,150
Common shareholders’ equity, excluding the impact of the Series G Preferred Stock dividend	$	70,326

(3)	The firm’s investment banking transaction backlog represents an estimate of the firm’s future net revenues from investment banking transactions where management believes that future revenue realization is more likely than not.
(4)	Includes $6 billion of net asset inflows in connection with the firm’s acquisitions of Goldman Sachs & Partners Australia Group Holdings Pty Ltd and Benchmark Asset Management Company Private Limited.
(5)	During the third quarter of 2011, the United Kingdom enacted legislation that imposes an annual non-deductible tax (U.K. bank levy) on relevant liabilities, as defined in the legislation, for periods ending on or after January 1, 2011 for certain financial services activities of large banks, including their subsidiaries, that operate in the U.K. The firm’s current estimate of the tax for 2011 is approximately $130 million, of which three-fourths, or approximately $100 million, was recognized in non-compensation expenses during the quarter.

11

Footnotes (continued)

(6) The effective income tax rate for the first nine months of 2011 was 30.3%, compared with 35.2% for 2010. Excluding the impact of the $465 million U.K. bank payroll tax for the full year and the $550 million SEC settlement, substantially all of which was non-deductible, the effective income tax rate for 2010 was 32.7%. The decrease from 32.7% to 30.3% was primarily due to an increase in permanent benefits as a percentage of lower earnings and changes in the earnings mix. Management believes that presenting the firm’s effective income tax rate for 2010 excluding the impact of these items is meaningful as excluding them increases the comparability of period-to-period results. The effective income tax rate excluding the impact of these items is a non-GAAP measure and may not be comparable to similar non-GAAP measures used by other companies. The table below presents the calculation of the effective income tax rate excluding the impact of these amounts:

	For the
	Year Ended December 31, 2010
	Pre-tax		Provision		Effective income
	earnings		for taxes		tax rate
	(unaudited, $ in millions)
As reported	$	12,892	$	4,538	35.2%
Add back:
Impact of the U.K. bank payroll tax		465		—
Impact of the SEC settlement		550		6
As adjusted	$	13,907	$	4,544	32.7%

(7) Tangible common shareholders’ equity equals total shareholders’ equity less preferred stock, goodwill and identifiable intangible assets. Tangible book value per common share is computed by dividing tangible common shareholders’ equity by the number of common shares outstanding, including restricted stock units granted to employees with no future service requirements. Management believes that tangible common shareholders’ equity and tangible book value per common share are meaningful because they are measures that the firm and investors use to assess capital adequacy. Tangible common shareholders’ equity and tangible book value per common share are non-GAAP measures and may not be comparable to similar non-GAAP measures used by other companies. The table below presents the reconciliation of total shareholders’ equity to tangible common shareholders’ equity:

	As of
	September 30, 2011
	(unaudited, $ in millions)
Total shareholders’ equity	$	70,088
Preferred stock		(3,100	)
Common shareholders’ equity		66,988
Goodwill and identifiable intangible assets		(5,459	)
Tangible common shareholders’ equity	$	61,529

(8)	The remaining share authorization represents the remaining shares that may be repurchased under the repurchase program approved by the Board of Directors of the firm. As disclosed in “Note 19. Shareholders’ Equity” in Part I, Item 1 “Financial Statements” in the firm’s Quarterly Report on Form 10-Q for the period ended June 30, 2011, share repurchases require approval by the Board of Governors of the Federal Reserve System.
(9)	The Tier 1 capital ratio equals Tier 1 capital divided by risk-weighted assets. The firm’s risk-weighted assets under Basel 1 were approximately $456 billion as of September 30, 2011. This ratio represents a preliminary estimate as of the date of this Report onForm 8-K and may be revised in the firm’s Quarterly Report on Form 10-Q for the period ended September 30, 2011. For a further discussion of the firm’s capital ratios, see “Equity Capital” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the firm’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
(10)	The Tier 1 common ratio equals Tier 1 common capital divided by risk-weighted assets. As of September 30, 2011, Tier 1 common capital was $55.0 billion, consisting of Tier 1 capital of $63.1 billion less preferred stock of $3.1 billion and junior subordinated debt issued to trusts of $5.0 billion. Management believes that the Tier 1 common ratio is meaningful because it is one of the measures that the firm and investors use to assess capital adequacy. The Tier 1 common ratio is a non-GAAP measure and may not be comparable to similar non-GAAP measures used by other companies. This ratio represents a preliminary estimate as of the date of this Report onForm 8-K and may be revised in the firm’s Quarterly Report on Form 10-Q for the period ended September 30, 2011. For a further discussion of the firm’s capital ratios, see “Equity Capital” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the firm’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
(11)	This amount represents a preliminary estimate as of the date of this Report on Form 8-K and may be revised in the firm’s Quarterly Report on Form 10-Q for the period ended September 30, 2011.
(12)	The firm’s global core excess represents a pool of excess liquidity consisting of unencumbered, highly liquid securities and cash. These amounts represent preliminary estimates as of the date of this Report on Form 8-K and may be revised in the firm’s Quarterly Report on Form 10-Q for the period ended September 30, 2011. For a further discussion of the firm’s global core excess liquidity pool, see “Liquidity Risk Management” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the firm’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
(13)	Primarily includes net revenues related to the firm’s consolidated entities held for investment purposes.
(14)	Unvested share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents are treated as a separate class of securities in calculating earnings per common share. The impact of applying this methodology for the three months ended September 30, 2011 was a loss per common share (basic and diluted) of $0.01. In addition, the impact of applying this methodology was a reduction to basic earnings per common share of $0.02 for both the three months ended June 30, 2011 and September 30, 2010, and $0.05 and $0.06 for the nine months ended September 30, 2011 and September 30, 2010, respectively.
(15)	Includes employees, consultants and temporary staff.
(16)	Compensation and benefits and non-compensation expenses related to consolidated entities held for investment purposes are included in their respective line items in the consolidated statements of earnings.

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Footnotes (continued)

(17)	VaR is the potential loss in value of the firm’s inventory positions due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of VaR, see “Market Risk Management” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the firm’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
(18)	Equals the difference between total VaR and the sum of the VaRs for the four risk categories. This effect arises because the four market risk categories are not perfectly correlated.
(19)	Assets under management include only client assets where the firm earns a fee for managing assets on a discretionary basis.

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Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

     The following exhibit is being furnished as part of this Report on Form 8-K:

99.1 Press release of Group Inc. dated October 18, 2011 containing financial information for its third quarter ended September 30, 2011.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GOLDMAN SACHS GROUP, INC.                (Registrant)
Date: October 18, 2011	By:	/s/ David A. Viniar
		Name:	David A. Viniar
		Title:	Chief Financial Officer

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