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):
April 15, 2020
The Goldman Sachs Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | No. 001-14965 | | No. 13-4019460 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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200 West Street, New York, N.Y. | | 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading
Symbol | | Exchange on which registered |
Common stock, par value $.01 per share | | GS | | NYSE |
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A | | GS PrA | | NYSE |
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C | | GS PrC | | NYSE |
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D | | GS PrD | | NYSE |
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J | | GS PrJ | | NYSE |
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K | | GS PrK | | NYSE |
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Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.30% Non-Cumulative Preferred Stock, Series N | | GS PrN | | NYSE |
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5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II | | GS/43PE | | NYSE |
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Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III | | GS/43PF | | NYSE |
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Medium-Term Notes, Series A, Index-Linked Notes due 2037 of GS Finance Corp. | | GCE | | NYSE Arca |
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Medium-Term Notes, Series B, Index-Linked Notes due 2037 | | GSC | | NYSE Arca |
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Medium-Term Notes, Series E, Index-Linked Notes due 2028 of GS Finance Corp. | | FRLG | | NYSE Arca |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 15, 2020, The Goldman Sachs Group, Inc. (Group Inc. and, together with its consolidated subsidiaries, the firm) reported its earnings for the first quarter ended March 31, 2020. A copy of Group Inc.’s press release containing this information is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 15, 2020, at 9:30 a.m. (ET), the firm will hold a conference call to discuss the firm’s financial results, outlook and related matters. A copy of the presentation for the conference call is attached as Exhibit 99.2 to this Report on Form 8-K.
Item 8.01 Other Events.
Impact of COVID-19
The emergence of the Coronavirus Disease 2019 (COVID-19) pandemic has created economic and financial disruptions that during the quarter adversely affected, and are likely to continue to adversely affect, the firm’s business, financial condition, liquidity and results of operations. The extent to which the COVID-19 pandemic will continue to negatively affect the firm’s businesses, financial condition, liquidity and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the continued effectiveness of the firm’s business continuity plan (including work-from-home arrangements and staffing in operational facilities), the direct and indirect impact of the pandemic on the firm’s employees, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the pandemic.
The significant reduction in the valuation of the equity, fixed-income and commodity markets and the significant increase in the volatility of those markets have required the firm to commit more capital to its market-making businesses. The effects of the COVID-19 pandemic on economic and market conditions have also increased demands on the firm’s liquidity as it meets client needs. All of these developments have impacted the firm’s liquidity, regulatory capital and leverage ratios. The firm has ceased purchases of its common stock in order to deploy more capital and liquidity to meet the needs of its clients. The effects of the COVID-19 pandemic may cause the firm to continue to limit future capital distributions.
The length of the pandemic and the efficacy of the extraordinary measures being put in place to address it are unknown. Until the pandemic subsides, the firm expects continued draws on lines of credit, reduced levels in certain of its investment banking activities, reduced revenues in its asset management and wealth management businesses and increased client defaults, including defaults in unsecured loans.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The quotation on page 1 of Exhibit 99.1 and the information under the caption “Highlights” on the following page (Excluded Sections) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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. The information included in Exhibit 99.1, other than in the Excluded Sections, shall be deemed “filed” for purposes of the Exchange Act.
Exhibit 99.2 is being furnished pursuant to Item 7.01 of Form 8-K and the information included therein shall not be deemed “filed” for purposes of Section 18 of 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.
| | 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language). |
| | 104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). |
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.
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| | THE GOLDMAN SACHS GROUP, INC. | | |
| | | | | | (Registrant) | | |
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Date: April 15, 2020 | | By: | | /s/ Stephen M. Scherr | | |
| | | | Name: Stephen M. Scherr | | |
| | | | Title: Chief Financial Officer | | |
