Goldman Sachs 2001 Annual Report Download

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One hundred thirty-two years of service.
Fourteen Business Principles.
One culture.
Goldman Sachs.
2001 ANNUAL REPORT

Table of contents

  • Page 1
    One hundred thirty-two years of service. Fourteen Business Principles. One culture. Goldman Sachs. 2 0 0 1 A N N U A L R E P O RT

  • Page 2
    TA B L E O F C O N T E N T S Financial Highlights Letter to Shareholders Our Core Businesses Our Business Principles September 11 Response Financial Information Board Members, Officers and Directors International Advisors and Offices Shareholder Information 1 3 6 9 24 25 76 82 83

  • Page 3
    FINANCIAL HIGHLIGHTS AS OF OR FOR YEAR ENDED NOVEMBER ($ AND SHARE AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 2001 2000 Operating Results Net revenues Global capital markets Investment banking Trading and principal investments Asset management and securities services Total net revenues Pre-...

  • Page 4
    FROM LEFT John A. Thain President and Co-Chief Operating Officer Henry M. Paulson, Jr. Chairman and Chief Executive Officer John L. Thornton President and Co-Chief Operating Officer

  • Page 5
    ... stunning and savage attack on the World Trade Center, just a few blocks away from our headquarters, represented a formidable challenge in operational and human terms. We are proud to report that the people of Goldman Sachs, not just in New York but around the world, met this challenge with courage...

  • Page 6
    ... several years, we have made some real progress in adapting our peoplemanagement capabilities to a larger organization in "Pine Street" (named after the address of the original Goldman Sachs headquarters). • We are 12 months into a highly promising leadership development program for our Managing...

  • Page 7
    .... Henry M. Paulson, Jr. Chairman and Chief Executive Officer John A. Thain President and Co-Chief Operating Officer John L. Thornton President and Co-Chief Operating Officer Source of market share information: Thomson Financial Securities Data - January 1, 2001 through December 31, 2001. page 5

  • Page 8
    ... a wide range of services worldwide to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. Our activities are divided into two segments: Global Capital Markets and Asset Management and Securities Services. $11,998...

  • Page 9
    ... commodities, structures and enters into a wide variety of derivative transactions, and engages in proprietary trading and arbitrage activities. FICC's principal products are: bank loans, commodities, currencies, derivatives, emerging market debt, global government securities, high-yield securities...

  • Page 10
    ... 2000 $1,345 2001 Asset Management Net Revenues (in millions of dollars) Securities Services includes prime brokerage, financing services and securities lending, and our matched book businesses, all of which generate revenues primarily in the form of fees or interest rate spreads. 1999...

  • Page 11
    OUR BUSINESS PRINCIPLES Faced with unsettled markets and unsettling events, in 2001 the people of Goldman Sachs continued to develop successful strategies and execute transactions with our clients. We did so in the same way that our predecessors at Goldman Sachs faced the unprecedented challenges ...

  • Page 12
    .... The firm also worked with us as we bolstered our e-commerce holdings. With its global capabilities and deep pool of professional talent, Goldman Sachs continues to be loyal and dedicated to our business." Canning Fok Group Managing Director Hutchison Whampoa Limited For additional client profiles...

  • Page 13
    ... for service and investment strategy. Goldman Sachs' excellent risk control systems give us confidence in tight management control. In addition, it has over 200 portfolio professionals in its offices around the world who provide local insights into regions and economies. As a result, year after year...

  • Page 14
    ...Currency and Commodities franchise capitalized on favorable market conditions for their businesses, and produced record results. That performance helped Goldman Sachs generate an 18% return on tangible shareholders' equity despite 2001 being a difficult year. We also remained a leader in Mergers and...

  • Page 15
    ... SERVICE FOR OCH-ZIFF CAPITAL "Superior client service is delivered through consistency and professionalism, and we believe Goldman Sachs to be world-class in this regard. We have worked with Goldman Sachs for many years and rely on its professionals for their market insights, product knowledge...

  • Page 16
    ...technology company. In fact, Goldman Sachs' part in helping to develop a creative financing solution was critical to our recent successful acquisition of MiniMed and Medical Research Group (MRG). By issuing the convertible debt securities to finance the acquisition, we were able to access a new pool...

  • Page 17
    ... and to better meet the demands of our growth, we established a leadership training initiative called Pine Street. Pine Street is dedicated to strengthening the culture of the firm, enhancing the success of Goldman Sachs and its clients, and developing worldclass leadership and management talent...

  • Page 18
    ... with our commitment, we recently established the Office of Global Leadership and Diversity to focus on creating integrated leadership and diversity initiatives across our businesses. These initiatives include recruiting, mentoring, career development and succession planning and seek to ensure that...

  • Page 19
    ... rating advisor, Goldman Sachs provided invaluable support in communicating our strengths to the ratings agencies. As joint lead manager on our bond offering, the firm helped us structure and shape the marketing effort for the multi-currency, multi-term offering that proved extremely successful...

  • Page 20
    ... there were no yardsticks for measuring market capacity, the Goldman Sachs team helped us assess investor appetite for several key debt offerings that reopened the market following the attack, including the 15 billion 10-year EuroReference Note SM. As lead manager, they provided the dedication and...

  • Page 21
    ... is a large private equity specialist, our acquisition of Cognis was quite unique for us-not only because of its large size and complexity, but because Goldman Sachs was working with us as an advisor, as a co-investor and as a lead arranger on senior secured debt facilities that totaled 11.6 billion...

  • Page 22
    ... Sachs, their long-time advisors, came up with the idea of a new Bermudabased venture, Allied World Assurance Company (AWAC). AWAC provides insurance products for the business community, responding to a strong upward trend in insurance premiums. In addition to Goldman Sachs acting as placement agent...

  • Page 23
    ... Hypo Vereinsbank, while at the same time acquiring 96.4% ownership of Dresdner Bank, in which it already had a 21% interest. The merger between "Goldman Sachs drew resources from its two of Germany's financial leaders is an research, capital markets, investment banking early example of the wave of...

  • Page 24
    ... in the month of September alone, the offering went extremely well. On October 10, Starbucks Japan shares listed on Nasdaq Japan in a deal that was oversubscribed and priced near the high end of our pricing range." Michael Casey Chief Financial Officer Starbucks Corporation For additional client...

  • Page 25
    ... firm and in their personal lives. EDISON INTERNATIONAL CONTENDS WITH THE CALIFORNIA ENERGY CRISIS "At a critical time, Goldman Sachs helped our Mission Energy subsidiary tap the capital markets for $1.2 billion. The Goldman Sachs team worked with us to design a structure that allowed us to issue...

  • Page 26
    ... SEPTEMBER 11 OUTREACH In addition to our financial assistance, the Goldman Sachs family mobilized more than 600 volunteers to aid families and relief workers affected by the attack. We partnered with Safe Horizon, Community Food Bank of New Jersey, Food for Survival, Free Arts, the American Red...

  • Page 27
    ... _____ 26 Report of Independent Accountants _____ 46 Business Environment _____ 26 Results of Operations _____ 27 Financial Overview _____ 27 Global Capital Markets _____ 28 Asset Management and Securities Services _____ 30 Operating Expenses _____ Consolidated Financial Statements _____ 47...

  • Page 28
    ... to corporate form, The Goldman Sachs Group, L.P., a Delaware limited partnership, and its consolidated subsidiaries. In this discussion, we have included statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of The Private Securities Litigation...

  • Page 29
    ... can also vary over the shorter term due to fluctuations in U.S. and global economic and market conditions. In addition, our operating results have been affected by Goldman Sachs' conversion to corporate form in May 1999 and its combination with SLK LLC (SLK) in October 2000. As a result, period...

  • Page 30
    ... income products, currencies and commodities, structure and enter into a wide variety of derivative transactions, and engage in proprietary trading and arbitrage activities; • Equities -We investment banking services to a diverse group of corporations, financial institutions, governments and...

  • Page 31
    ... of our Global Capital Markets segment: Global Capital Markets Operating Results YEAR ENDED NOVEMBER (IN MILLIONS) 2001 2000 1999 Financial Advisory Underwriting Investment Banking FICC Equities Principal Investments Trading and Principal Investments Total net revenues Operating expenses Pre...

  • Page 32
    ... Equities trading results. As a result of the change to the fee-based pricing structure, a substantial portion of our Nasdaq net revenues will be reported in Commissions beginning in the first quarter of 2002. (1) Source: Thomson Financial Securities Data. GOLDMAN SACHS ANNUAL REPORT 2001 page...

  • Page 33
    ... 46% higher than 1999, primarily reflecting a 31% increase in average assets under management as well as favorable changes in the composition of assets managed. Assets under management grew 14% over 1999, with net inflows of $40 billion, partially offset by market GOLDMAN SACHS ANNUAL REPORT 2001

  • Page 34
    ...% in 1999. Employee compensation for 2000 included both restricted stock units and stock options. Employment levels increased during the year due to growth in our core businesses and our combination with SLK. Expenses associated with our temporary staff and GOLDMAN SACHS ANNUAL REPORT 2001 page 32

  • Page 35
    ...$1.78 billion. These nonrecurring net benefits included $825 million related to our conversion to corporate form, $880 million related to the granting of employee initial public offering awards and $80 million related to a contribution of $200 million to The Goldman Sachs Foundation made at the time...

  • Page 36
    ... debt markets, an inability to access the repurchase and securities lending markets, or an inability to sell assets. This situation may arise due to circumstances that we may be unable to control, such as a general market disruption, perceptions about our creditworthiness or an operational problem...

  • Page 37
    ... the repurchase agreement and securities lending markets and have raised debt publicly as well as in the private placement and commercial paper markets, and through Eurobonds, money broker loans, commodity-based financings, letters of credit and promissory notes. We seek to structure our liabilities...

  • Page 38
    ... from "stable" to "negative." As of November 2001, additional collateral that would have been callable in the event of a one level reduction in our longterm credit ratings, pursuant to bilateral agreements with certain counterparties, was not material. GOLDMAN SACHS ANNUAL REPORT 2001 page 36

  • Page 39
    ... impair our ability to access these and other markets, see "- Results of Operations-Certain Factors That May Affect Our Results of Operations." See Note 5 to the consolidated financial statements for further information regarding our shortterm borrowings. page 37 GOLDMAN SACHS ANNUAL REPORT 2001

  • Page 40
    ..., the Chicago Board of Trade, the New York Stock Exchange and The National Association of Securities Dealers, Inc. Goldman Sachs International, a registered U.K. broker-dealer, is subject to regulation by the Financial Services Authority. Goldman Sachs (Japan) Ltd., a Tokyo-based broker-dealer, is...

  • Page 41
    ...compliance and control functions, including internal audit, and reviews our legal, reputational, operational and control risks. Commitments Commitments Committee approves equity and non-investment-grade debt underwriting commitments, loans extended by Goldman Sachs, and unusual financing structures...

  • Page 42
    ..., equity prices and commodity prices. A description of each market risk category is set forth below: • VaR -VaR is the potential loss in value of Goldman Sachs' trad- ing positions due to adverse market movements over a defined time horizon with a specified confidence level. For the VaR numbers...

  • Page 43
    ... due to significant increases in market volatility in 2001, particularly during the fourth quarter. As previously noted, the historical data used to calculate VaR is weighted to give greater importance to more recent observations. The following chart presents the daily VaR for substantially all of...

  • Page 44
    ... marked-to-market on a daily basis and changes are recorded in net revenues. The following chart sets forth the frequency distribution for substantially all of our daily trading net revenues for the year ended November 2001: Daily Trading Net Revenues ($ IN MILLIONS) 100 80 NUMBER OF DAYS 60 40...

  • Page 45
    ... factors, including legal uncertainties and market volatility. Collateral is usually received under agreements entitling Goldman Sachs to require additional collateral upon specified increases in exposure or the occurrence of adverse credit events. (2) page 43 GOLDMAN SACHS ANNUAL REPORT 2001

  • Page 46
    ... and meets with these agents to review operational issues. The Operational Risk Department is responsible for establishing, maintaining and approving our operational risk management framework and policies for the overall effective management of operational risk. GOLDMAN SACHS ANNUAL REPORT 2001...

  • Page 47
    ...4 to the consolidated financial statements for additional information about our securitization activities. In addition, Goldman Sachs facilitated the establishment of certain limited-purpose entities in connection with the construction of an office complex in Jersey City, New Jersey, which we intend...

  • Page 48
    ...the related consolidated statements of earnings, changes in shareholders' equity and partners' capital, cash flows and comprehensive income present fairly, in all material respects, the financial position of The Goldman Sachs Group, Inc. and its Subsidiaries (the Company) as of November 30, 2001 and...

  • Page 49
    ...2001 2000 1999 Revenues Global capital markets Investment banking Trading and principal investments Asset management and securities services Interest income Total revenues Interest expense Revenues, net of interest expense Operating expenses Compensation and benefits Nonrecurring employee initial...

  • Page 50
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF NOVEMBER (IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS) 2001 2000 Assets Cash and cash equivalents Cash and securities segregated in compliance with U.S. federal and other regulations Receivables from brokers, dealers and clearing ...

  • Page 51
    ... distributions of partners' capital in accordance with the partnership agreement. Represents net earnings of the corporation from May 7, 1999 through November 26, 1999. The accompanying notes are an integral part of these consolidated financial statements. page 49 GOLDMAN SACHS ANNUAL REPORT 2001

  • Page 52
    ...conversion to corporate form in 1999, junior subordinated debentures of $371 million were issued to retired limited partners in exchange for their partnership interests. The accompanying notes are an integral part of these consolidated financial statements. GOLDMAN SACHS ANNUAL REPORT 2001 page 50

  • Page 53
    ...IN MILLIONS) 2001 2000 1999 Net earnings Currency translation adjustment, net of tax Comprehensive income $2,310 (38) $2,272 $3,067 (167) $2,900 $2,708 37 $2,745 The accompanying notes are an integral part of these consolidated financial statements. page 51 GOLDMAN SACHS ANNUAL REPORT 2001

  • Page 54
    ...'s ownership and financial interests and other attributes of control. The firm's principal U.S. and international subsidiaries include Goldman, Sachs & Co. (GS&Co.), J. Aron & Company and Spear, Leeds & Kellogg, L.P. in New York, Goldman Sachs International (GSI) in London and Goldman Sachs (Japan...

  • Page 55
    ...if management determines that realizable value is less than the carrying value. The firm is entitled to receive merchant banking overrides (i.e., an increased share of a fund's income and gains) when the return on the fund's investments exceeds certain threshold page 53 GOLDMAN SACHS ANNUAL REPORT...

  • Page 56
    ... approximately 21 years. Investment Banking Underwriting revenues and fees from mergers and acquisitions and other corporate finance advisory assignments are recorded The firm has elected to account for stock-based employee compensation plans in accordance with Accounting Principles Board Opinion...

  • Page 57
    ...," respectively, on the consolidated statements of financial condition. Foreign Currency Translation of accounting for business combinations. In exchange for the membership interests in SLK and subordinated debt of certain retired members, the firm issued 35.3 million shares of common stock valued...

  • Page 58
    ...and may be impacted by changes in economic, industry or political factors. As of November 2001 and 2000, U.S. government and federal agency obligations represented 7% and 6%, respectively, of the firm's total assets. In addition, most of the firm's securities purchased under agreements to resell are...

  • Page 59
    ... securities for settlement, to finance inventory positions and to meet customers' needs. In these transactions, the firm either provides or receives collateral, including U.S. government, federal agency and investment-grade non-U.S. sovereign obligations. page 57 GOLDMAN SACHS ANNUAL REPORT 2001

  • Page 60
    ... The firm obtains secured short-term financing principally through the use of repurchase agreements and securities lending agreements, collateralized mainly by U.S. government, federal agency, mortgage-backed, investment-grade foreign sovereign obligations and equity securities. The firm obtains...

  • Page 61
    ... three years are set forth below: (IN MILLIONS) Minimum rental commitments 2002 2003 2004 2005 2006 2007-thereafter Total Net rent expense 2001 $ 354 347 382 300 294 2,241 $3,918 $ 299 The firm has obligations under long-term noncancelable lease agreements, principally for office space, expiring...

  • Page 62
    ... firm converted from a partnership to a corporation and completed its initial public offering. In that offering, the firm sold 51 million shares of common stock. In addition, the firm completed a number of transactions to have Group Inc. succeed to the business of The Goldman Sachs Group, L.P. These...

  • Page 63
    ... to former or inactive employees prior to retirement. A summary of these plans is set forth below: Defined Benefit Pension Plans and Postretirement Plans subsidiaries participate in various local defined benefit plans. These plans generally provide benefits based on years of credited service and...

  • Page 64
    ... November 2002. The rate was 7.0% 5.0 8.5 4.9 4.1 5.7 7.0% 5.0 8.5 7.5% 5.0 8.5 4.7 4.3 5.8 7.5% 5.0 - 7.5% 5.0 7.5 4.6 4.3 6.0 7.5% 5.0 - assumed to decrease ratably to 5.0% for the fiscal year ending November 2011 and remain at that level thereafter. GOLDMAN SACHS ANNUAL REPORT 2001 page 62

  • Page 65
    ... 25.6 million units and 33.5 million units, respectively, did not require future service. In all cases, delivery of the underlying shares of common stock is conditioned on the grantee's satisfying certain other requirements outlined in the award agreements. page 63 GOLDMAN SACHS ANNUAL REPORT 2001

  • Page 66
    ...grant. Pursuant to APB No. 25, compensation expense was not recognized for those options that had no intrinsic value on the date of grant. The dilutive effect of these options is included in diluted common shares outstanding in accordance with SFAS No. 128. GOLDMAN SACHS ANNUAL REPORT 2001 page 64

  • Page 67
    ... option pricing model using the following weighted average assumptions: YEAR ENDED NOVEMBER 2001 2000 1999 Risk-free interest rate Expected volatility Dividend yield Expected life 5.2% 35.0 0.5 7 years 5.6% 35.0 0.6 7 years 6.1% 30.0 1.0 7 years page 65 GOLDMAN SACHS ANNUAL REPORT 2001

  • Page 68
    ...) (357) (1,387) $ (716) differences are expected to reverse. In connection with the conversion from a partnership to a corporation, the firm recognized a deferred tax benefit related to the revaluation of net deferred tax assets recorded as a partnership. GOLDMAN SACHS ANNUAL REPORT 2001 page 66

  • Page 69
    ... in 2000, related to the delivery of restricted stock units and the exercise of options, were credited directly to "Additional paid-in capital" on the consolidated statements of financial condition and changes in shareholders' equity and partners' capital. page 67 GOLDMAN SACHS ANNUAL REPORT 2001

  • Page 70
    ...firm's Trading and Principal Investments business facilitates transactions with a diverse group of corporations, financial institutions, governments and individuals and takes proprietary positions through market making in and trading of fixed income and equity products, currencies, commodities, and...

  • Page 71
    ... to a diverse client base of institutions and individuals; • • Securities Services - Securities Services includes prime brokerage, financing services and securities lending, and the firm's matched book businesses, all of which generate revenues primarily in the form of fees or interest rate...

  • Page 72
    ... information provides a reasonable representation of each segment's contribution to consolidated pre-tax earnings and total assets: AS OF OR FOR YEAR ENDED NOVEMBER (IN MILLIONS) 2001 2000 1999 Global Capital Markets Asset Management and Securities Services Total Net revenues Operating...

  • Page 73
    ... net revenues of the firm's two segments: YEAR ENDED NOVEMBER (IN MILLIONS) 2001 2000 1999 Financial Advisory Underwriting Investment Banking FICC Equities Principal Investments Trading and Principal Investments Total Global Capital Markets Asset Management Securities Services Commissions Total...

  • Page 74
    ... offering awards of $2.26 billion, (ii) the amortization of employee initial public offering awards of $268 million and (iii) the charitable contribution to The Goldman Sachs Foundation of $200 million made at the time of the firm's initial public offering. (4) GOLDMAN SACHS ANNUAL REPORT 2001...

  • Page 75
    ...management, necessary for a fair presentation of the results. 2001 FISCAL QUARTER (IN MILLIONS, EXCEPT PER SHARE DATA) FIRST SECOND THIRD FOURTH Total revenues Interest expense Revenues, net of interest expense Operating... earnings per share were $1.50. page 73 GOLDMAN SACHS ANNUAL REPORT 2001

  • Page 76
    ... 57.69 As of January 31, 2002, there were approximately 3,440 holders of record of the firm's common stock. On January 31, 2002, the last reported sales price for the firm's common stock on the New York Stock Exchange was $86.98 per share. GOLDMAN SACHS ANNUAL REPORT 2001 page 74

  • Page 77
    Selected Financial Data AS OF OR FOR YEAR ENDED NOVEMBER ($ AND SHARE AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 2001 2000 (4) 1999 (5) 1998 1997 Income statement data Total revenues Interest expense Net revenues Compensation and benefits(1) Nonrecurring employee initial public offering ...

  • Page 78
    ...Chief Operating Officer John L. Thornton President and Co-Chief Operating Officer Lord Browne of Madingley Group Chief Executive of BP p.l.c. John H. Bryan Retired Chairman and Chief Executive Officer of Sara Lee Corporation Dr. Morris Chang Chairman of Taiwan Semiconductor Manufacturing Company Ltd...

  • Page 79
    ..., Jr. Victor R. Simone, Jr. Dinakar Singh Michael M. Smith Randolph C. Snook Jonathan S. Sobel Judah C. Sommer Mark J. Tracey Michael A. Troy Barry S. Turkanis Kaysie P. Uniacke Hugo H. Van Vredenburch Haruko Watanuki Todd A. Williams Zi Wang Xu Yasuyo Yamazaki Paolo Zannoni Yoel Zaoui Joan H. Zief...

  • Page 80
    ...Roger A. Liddell Michael C. Luethke Russell E. Makowsky Barry A. Mannis Robert J. Markwick Jacques Martin John J. Masterson Kathy M. Matsui Richard F.X. McArdle Joseph... III Eileen Rominger Michael S. Wishart Lawrence H. Cohen David M. Solomon Karen R. Cook Alberto F. Ades Gregory A. Agran Raanan A. ...

  • Page 81
    ...Clark Seaborn S. Eastland William C. Montgomery Stephen P. Hickey Eric S. Swanson Zarthustra J. Amrolia Daniel A. Abut Yusuf A. Aliredha John G. Andrews Francois Andriot John...Bonnie S. Litt Joseph Longo Peter B. MacDonald Mark G. Machin John V. Mallory Blake W. Mather Karen A. Matte John J. McCabe ...

  • Page 82
    ... R. Wills Kurt D. Winkelmann Melinda B. Wolfe Wassim G. Younan Rebecca Amitai Edward A. Brout Andrew Cader Mark A. Castellano Todd J. Christie Lawrence A. Cohen James A. Coufos Neil V. DeSena Stephen J. DiLascio Brian Duggan Gary L. Eisenreich John A. Ferro, Jr. Randy W. Frankel Nicholas G. Giordano...

  • Page 83
    ... firm in 1988, Alok spent his entire career on the Eurobond desk in London. Alok was asked to manage the desk in 1997 and became a Managing Director in 1999. We will remember him for his generosity, humor and intelligence. Douglas W. Caterfino Doug joined Goldman Sachs in 1987 and became a member of...

  • Page 84
    ... Geneva George Town Hong Kong Houston Johannesburg London Los Angeles Madrid Menlo Park Mexico City Miami Milan Montreal Moscow Mumbai New York Paris Philadelphia Princeton Salt Lake City San Francisco São Paulo Seattle Seoul Shanghai Singapore Stockholm Sydney Taipei Tampa Tokyo Toronto Vancouver...

  • Page 85
    ... of The Goldman Sachs Group, Inc. regarding lost or stolen stock certificates, dividends, changes of address and other issues related to registered share ownership should be addressed to: Mellon Investor Services LLC Overpeck Centre 85 Challenger Road Ridgefield Park, New Jersey 07660 1-800...

  • Page 86
    W W W. G S . C O M