# GEORGESON SECURITIES CORPORATION X-17A-5 (2023-08-28) — Broker-dealer annual report - Company: GEORGESON SECURITIES CORPORATION - Form: X-17A-5 - Filed: 2023-08-28 - Period: 2023-06-30 - Accession: 0001077614-23-000003 - CIK: 1077614 - File #: 8-51538 - Type: Broker-dealer - Material weakness: Yes - Auditor: Price Waterhouse Coopers, LLP - Auditor location: Boston, MA - Contact: Scott Park - Phone: 2013863340 - Website: pwc.com - Signed by: Sean Koukal (N.A. Controller) Original filing: https://www.sec.gov/Archives/edgar/data/1077614/000107761423000003/GSCJune2023.pdf --- {0}------------------------------------------------ # **Georgeson Securities Corporation** Financial Statements and Supplemental Information Pursuant to Rule 17a-5 of Securities Exchange Act of 1934 June 30, 2023 C onfidential {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-51538 # **ANNUAL REPORTS FORM X-17A-5 PART** Ill | fo
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Y | | | | | Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. **Persons who are to respond to the collection of information contained In this form are not required to respond unless the form displays a currently valid OMB control number.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** I, Pea0total swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Georgeson Securities Corporation as of 6/80\_?? ,is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. NA Controller Notary Public #### **This filing contains (check all applicable boxes):** - i (a) Statement of financial condition. - ii] (b) Notes to consolidated statement of financial condition. - (c) State ment of inco me (loss) or, ifthere is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in 5 210.1-02 of Regulation S-X). - al (d) Statement of cash flows. - **el** (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - [l (f) Statement of changes in liabilities subordinated to claims of creditors. - ii (g) Notes to consolidated financial statements. - al (h) Computation of net capital under 17 CFR 240.15c3-1 0r 17 CFR 240.18a-1, as applicable. - [ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - ] (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - 0 (k) Computation for determination of security-based swap reserve require ments pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - 0 (I) Computation for Determination of PAB Requirements under Exhibit A to 5 240.15c3-3. - e (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - 0 (n) In formation relating to possession or cont rol requirements for security-based swap custo mers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - □ (o) Recon ciliations, in cluding appropriate explanations, of the FO C US Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the rese rve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - 0 (p) Summary of finan cial data for subsidiaries not consolidated in the statement of financial condition. - a (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, 0r 17 CFR 240.18a-7, as applicable. - 0 (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as appl icable. - [] (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **liiii** (t) Independent public accountant's report based on an examination of the statement of finan cial condition. - □ (u) Independent public accountant's report based on an examination of the finan cial report or finan cial state ments under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - □ (v) Independent public accountant's report based on an examination of certain state ments in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [l (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - 0 (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - 0 (y) Report describing any material inadequa cies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - □ (z) Other: �-------------------------------- *To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {3}------------------------------------------------ | e(
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m | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Board of Directors and Stockholder of Georgeson Securities Corporation #### *Opinion on the Financial Statements* We have audited the accompanying statement of financial condition of Georgeson Securities Corporation (the "Company") as of June 30, 2023, and the related statements of income, of changes in stockholder's equity and of cash flows for the year then ended, including the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### *Basis for Opinion* These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as, evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### *Supplemental Information* The accompanying Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission, Computation for Determination of the Reserve Requirements under Rule 15c3-3 0f the Securities and Exchange Commission, and Information Relating to Possession or Control Requirements under Securities and Exchange Commission Rule 15c3-3 as of June 30, 2023 (collectively, the "supplemental information") has been subjected to audit procedures performed in conjunction with the audit of the Compan y's financial statements. The supplemental information is the respo nsibility of the r···································································································································································································· . *PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, MA 02210 T: (617) 530 5000, F: (617) 530 5001, www.pwc.com/us* {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Rule 17a-5 under the Securities Exchange Act of 1934. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. Boston, Massachusetts August 25, 2023 We have served as the Company's auditor since 2004. {6}------------------------------------------------ ## **Georgeson Securities Corporation Statement of Financial Condition June 30, 2023** | A
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2 | **Non cash activity:** Non cash capital contribution of \$39,125 associated with stock based compensation. The accompanying notes are an integral part of these financial statements. Confidential 6 {10}------------------------------------------------ #### **1. Organization ancl Basis of Presentation** Georgeson Securities Corporation (the "Company" or "GSEC"), a Delaware corporation, is a wholly owned direct subsidiary of Georgeson LLC (the "Parent" or "GLLC"), an indirect subsidiary of Computershare US (the "US Parent Company). Computershare Limited, a publicly-held Australian corporation, is the ultimate parent of the Company. The Company is a registered broker dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority ("FINRA). The Company serves as a broker dealer for transactions initiated by its affiliates. These transactions include purchase and sale transactions for employee stock purchase plans ("ESPPs") as well as the purchase and sale of securities by affiliates to assist in their transfer agency dividend reinvestment and similar plans. The Company engages in services to SEC registrants with publicly announced corporate share repurchase programs, conducted in accordance with SEC Rule 1 0b-18. The Company carries customer balances associated with GLLC's Asset Reunification business. The Company is subject to the requirements of SEC Rule **l** 5c3-3 under the Securities and Exchange Act of 1934. ## **2. Summary of Significant Accounting Policies** ### **Cash ancl Cash Equivalents ancl Cash Segregated for Regulatory Purposes** ## *Cash and Cash Equivalents* The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. For the purpose of reporting cash flows and amounts in the Statement of Financial Condition, the Co mpany defines cash and cash equivalents as cash on hand, demand deposits and time deposits with original maturities less than 90 days. No cash equivalents were held at year end. ### *Cash Segregated for Regulatory Purposes* In accordance with Rule l 5c3-3 of the Securities and Exchange Act of 1934, the Company maintains a special reserve account for the benefit of its customers. The amounts owed to customers consists of funds in the sales se ttlement account waiting to be paid out to customers, funds in transit that are waiting to be paid out to cust omers and funds for uncashed checks over 1 year old which are held as part of the customer reserve under Rule 15c3-3. The fo llowing table provides a reconciliation of cash and restricted cash reported within the Statement of Cash Flows as of June 30, 2022 and June 30, 2023. | | J
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5 | | {11}------------------------------------------------ #### **Revenue Recognition** The recognition and measurement of revenue is based on the assessment of individual contract terms. Judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. ### *Revenue earned from affiliates - Fixed Fees* The performance obligation for fixed fee revenue earned from affiliates is satisfied over a period of time. Since services are performed over the course of the year, the annual fee is recognized in twelve equal monthly increments. Fixed Fees were \$1,930,000 for the year ending June 30, 2023. #### *Revenue earned from affiliates - Brokerage Commissions* The Company buys and sells securities on behalf of its customers. Each time a customer enters into a buy or sell transaction, the Company charges a commission. Commissions and related clearing expenses are earned when the performance obligation is satisfied. The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to/from the customer. Variable brokerage commissions were \$4,808,924 for the year ending June 30, 2023. #### *10b-18 Revenue* The Company engages in services to SEC registrants with publicly announced corporate share repurchase programs, conducted in accordance with SEC Rule 10b-18. Rule 10b-18, which was adopted in 1982, provides a voluntary "safe harbor" from liability for manipulation under Sections 9(a)(2) and 1 0(b) of the Securities Exchange Act of 1934 (Exchange Act), and Rule 10b-5 under the Exchange Act, when a SEC registrant or its affiliated purchaser bids for or purchases shares of the SEC registrant's common stock in accordance with the Rule 10b-18's manner, ti ming, price, and volume conditions. The fees are paid by the SEC registrant clients and are outlined in the 10b-18 agreements between GSEC and the SEC registrant clients. Revenue is included in the Fee revenue line on the Statement of Income. Revenue is recognized at a point in time, per share for trading activity on the date. ### *Dealer Manager Revenue* The Company acts as the registered broker dealer and is contracted to provide services directly with the SEC registrants. Dealer manager services are for corporate actions such as equity and debt tender o ffers, consent so licitations, self-tenders, exchange o ffers and rights o ffers. #### *Interest income* Interest income, which includes earning credits of balances held at financial institutions, is recognized as earned. {12}------------------------------------------------ #### **Income Taxes** The results of operations for the Company are included in the consolidated federal and certain state income tax returns of Computershare US. The Company also files income tax returns in some states on a stand alone basis. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits such as net operating loss carry forwards, to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statement of Income in the period that includes the enactment date. The Company regularly assesses uncertain tax positions in each of the tax jurisdictions in which it has operations and accounts for the related financial statement implications. Unrecognized tax benefits are reported using the twostep approach under which tax effects of a position are recognized only if it is "more-likely-than-not" to be sustained and the amount of the tax benefit recognized is equal to the largest tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement of the tax position. Determining the appropriate level of unrecognized tax benefits requires the Company to exercise judgment regarding the uncertain application of tax law. The amount of unrecognized tax bene fits is adjusted when information becomes availa ble or when an event occurs in dicating a change is appropriate. Fut ure changes in unrecognized tax benefits re quirements could have a material impact on the resu lts of operations. The Company recognizes interest and penalties related to unrecognized tax benefits as an adjustment to income tax expense. The Company has performed an evaluation of its tax positions and has con cluded that as of June 30, 2023, there were no significant uncertain tax positions re quiring recognition in its financial statements. The tax years that remain open for federal purposes are the years ended June 30, 2020 and forward while certain state income taxjurisdictions remain open from June 30, 2019 and forward. {13}------------------------------------------------ #### **Use of Estimates** The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from the estimates included in the financial statements. #### **Fair Value of Non-Financial Instruments** The fair value of all financial assets and liabilities (consisting primarily ofreceivables from and payables to customers and affiliates) approximate the reported value due to their short-term nature. #### **Credit Losses** Measurement of Credit Losses on financial instruments, which replaces the incurred loss methodology that is referred to as the current expected credit loss (CECL) methodology under ASC 326. The meas urement of expected credit losses under the CECL methodology is applicable to financial assets including Receivables from affiliates. The Company recognizes as an a llowance its estimate of lifetime expected credit losses. The Company per formed an evaluation of trade receivables to dete rmine whether it is "p robable that the entity will co llect substantially all of the consideration to which it will be enti tled" for goods or ser vices transferred to the custo mer (the "collectability threshol d") along with its histo rical write-off histor y. The app roach is based on the Company's historical de fault rates over the expected life of the trade receivables and is adjusted to re flect current economic conditions as well as reasonable future economic conditions. To arrive at the CECL amount, the Company applied the adjusted historical loss rates to trade receivable balances outstanding at period-end by delinquency / days past due category at the end of the reporting period. This evaluation takes into account the customer's abi lity and intention to pay the conside ration when it is due along with incorpo rating changes in the forward-loo king estimates. There was no credit all o wance at June 30, 2023. ## **3. Amounts owed to Clearing Broker** All shareholder transactions are cleared th rough the Company's clearing b roker, BofA Securities Inc. At June 30, 2023, the amount paya ble to the clearing b roker is \$96,810 wh ich is included in amounts owed to clearing broker on the Statement of Financial Condition. ## **4. Related Party Transactions** In accordance with an expense sharing agreement, the Parent pays certain expenses, such as rent, personnel and insu rance, on behalf of the Company and is then reimbursed by the Company. The Company is charged for these services based upon (a) actual costs incurred, where they are sepa rately identi fiable and (b) usage of o ffice space or resources directly supporting the Company incurred by the Computershare g roup on the Company's relative number of full time employees in comparison to other affiliates of the g roup or percent of revenue or estimated usa ge to which such services are provided. For the year ended June 30, 2023, utilities and other property-related expenses charged back to the Company totaled \$72,318 which is included in Occupancy expenses on the Statement of Income. {14}------------------------------------------------ The Company enters into various transactions in the normal course of business with affiliated companies. These transactions include, among others, technology services provided by affiliates to the Company. For the year ended June 30, 2023, infrastructure and system support charges totaled \$16,231. This is included in the Technology expenses on the Statement of Income. The Company has an agreement with the Parent regarding dealer manager services. The amount of these fees that were charged back to the Company totaled \$87,875 including expenses for services performed on its behalf by its Parent. These fees are included in the Transfer agent expenses on the Statement of Income. The employee benefit expenses for the Company are paid for by Computershare Inc. An affiliate has established a qualified retirement plan covering full-time, salaried employees and certain part-time employees. Expenses under this plan are acc rued each year, and the costs are charged to current operations. The Company's employees are eligible to participate in a contributory 401(k) plan. The Company incurred \$44,835 as its matching contribution to the plan for the year ended June 30, 2023, which is recorded within Compensation and benefits on the State ment of Inco me. The Company incu rred \$39,125 of stock based compensation expense for the year ended June 30, 2 0 23, which is recorded in compensation and bene fits. In addition to p roviding retirement benefits, Co mputershare Inc. p rovides health care and life insurance benefits for active em ployees. The Company incurred health care and life insurance costs of \$83,7 45 which is recorded in co mpensation and benefits. The Com pany serves as a b roker dealer for transactions initiated by its af filiates. Revenue of \$6,831,4 24 was recognized from affiliated companies during the year ended June 30, 2023. Dealer manager services are for cor porate actions that must run th rough the b roker dealer such as equity and debt tender o ffers, consent solicitations, self tenders, exchange o ffers and rights o ffers. Dealer mana ger revenue with the Parent accounted for \$92,500. Both amounts are separately dis closed on the Statement o flncome. All intercompany transactions with the Parent and affiliated companies are charged or credited through intercompany accounts and may not be the same as those which would otherwise exist or result from agreements and transactions among unaffiliated third p atties. At June 30, 2023, the receivable from af filiates and the payable to af filiates amounted to \$1,043,831 and \$11 4,491 respectively. #### **5. Regulatory Requirements** The Company is subject to the net capital re quirement of the Net Capital Rule 15c3-l of the Sec urities and Exchange Commission, which speci fies, among other things, minimum net capital re quirements for registered b roker dealers. The Net Capital Rule p rovides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio exceeds **l** 0 to 1. In addition, certain advances, payments of dividends and other equity withdrawals are subject to certain noti fication p rovisions of the Net Capital R ule. In accordance with the Rule, the Company is required to maintain minimum net capital, as de fined, of \$ 250,000 or 2% of combined aggre gate debit items, wh ichever is greater. At June 30, 2023, the Company had net capital of \$5,0 48,597 which was \$4,7 98,5 97 in excess of its re quired net capital of \$ 250,000. At June 30, 2 0 23, the Company had no aggregate debit items. {15}------------------------------------------------ The Company is also subject to reserve requirements of Rule 15c3-3 of the Securities and Exchange Commission (the "Customer Protection Rule"). Under the Customer Protection Rule customer free credit balances must be segregated and maintained in a Special Account for the Exclusive Benefit of Customers. In accordance with the Customer Protection Rule, the Company has segregated cash of \$3,000,467 in a special reserve account for the benefit of customers. 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, | {24}------------------------------------------------ ![](_page_24_Picture_0.jpeg) #### **Report of Independent Accountants** To the Board of Directors of Georgeson Securities Corporation We have performed the procedures included in Rule 17a-5(e)(4) under the Securities Exchange Act of 1934 and in the Securities Investor Protection Corporation ("SIPC") Series 600 Rules, which are enumerated below, on the accompanying General Assessment Reconciliation (Form SIPC-7) of Georgeson Securities Corporation (the "Company) for the year ended June 30, 2023. Management of Georgeson Securities Corporation is responsible for its Form SIPC-7 and for its com pliance with the applicable ins truc tions on Form SIPC-7. In an agreed-upon proced ures engageme nt, we pe rform speci fic proced ures that the Com pany has agreed to and acknowledged to be ap prop riate for the intended purpose of the engagement and we re p ort on findings based on the proced ures perfor med. Mana gement of the Com pany has agreed to and ac knowledged that the p roced ures pe rformed are ap prop riate to meet the intended p u rpose of assisting y ou and SIPC in evaluating the Company's com pliance with the applica ble inst ructions on Form SIPC-7 for the year ended June 30, 2023. Additionally, SIPC has agreed to and acknowledged that the procedures performed are appropriate for their intended purpose. This report may not be suitable for any other purpose. The p rocedures pe rformed may not address all the items of interest to a user of this re port and may not meet the needs of all users of this re p ort and, as such, users are responsible for dete rmining whether the procedures performed are appro priate for their p u rposes. The sufficiency of these proced ures is solely the res ponsib ility of those parties speci fied in this re port. Conse quently, we ma ke no representation regarding the su fficiency of the proced ures desc ribed below either for the purpose for which this re port has been re quested or for any other pu rpose. The procedures we performed and the asso ciated findings are as fo llows: - 1. Compared the listed assessment payments on page 1, items 2B and 2G of Form SIPC-7 with the respective cash dis bursement records entries, as fo llows: SI PC-6 assessment payment dated January 27, 2023 in the amount of \$1,468 was compared to the HSBC account # 183555 bank payment detail listing obtained from Scott Park, GSC FINOP, reference number 085461M017076, noting no differences. Payment dated July 25, 2023 in the amount of \$1,964 was compared to the HSBC account #183555 wire payment support obtained from Scott Park, GSC FINOP, reference number 36466NL00L5U, noting no differences. - 2. Compared the Total Revenue amount repo rted on page 4 of the Annual Audited Re p ort Form X-17A-5 Part III for the year ended June 30, 2023 to the Total revenue amount of \$7,589,700 reported on page 2, item 2a of Form SIPC-7 for the year ended June 30, 2023 noting a difference of \$2. - 3. Compared any adjustments reported on page 2, items 2b and 2c of Form SIPC-7 with the suppo rting schedules and wor king papers, as follows: - a. Compared deductions on line 2c(3), commissions, of \$5,301,729 to page 4 of the audited Form X-17A-5, noting a difference of \$1. **l····················································· .. ············· .. ··································································································· .. ···················································· .** *PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, MA 02210 T: (617) 530 5000, F: (617) 530 5001, www.pwc.com/us* {25}------------------------------------------------ ![](_page_25_Picture_0.jpeg) - 4. Recalculated the arithmetical accuracy of the calculations reflected in Form SIPC-7 and in the related schedules and working papers obtained in procedure 3, as follows: - a. Recalculated the mathematical accuracy of the SIPC Net Operating Revenues on page2, line 2d and the General Assessment @ .oo15 on page 2, line 2e 0f \$2,287,971 and \$3,432, respectively of the Form SIPC-7, noting no differences. We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants and in accordance with the standards of the Pub lic Company Accounting Oversight Board (United States). We were not engaged to, and did not conduct an examination or re view engagement, the objective of which would be the expression of an opinion or con clusion, respecti vely, on the Company's Form SIPC-7 and on its compliance *with* the applicable instructions on Form SIPC-7 for the year ended June 30, 2023. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might ha ve come to our attention that would h ave been repo rted to you. We are re quired to be independent of the Company and to meet our other ethical responsi bilities in accordance with the relevant ethical re quirements related to our agreed-upon procedures enga gement. This report is intended solely for the information and use of the Board of Directors of Georgeson Securities Co rporation and the Securities In vestor Protection Co rporation and is not intended to be, and should not be, used by an yone other than these specified pa rties. Boston, Massachuse tts August 25, 2023 {26}------------------------------------------------ # Georgeson Securities Corporation Compliance Report June 30, 2023 {27}------------------------------------------------ ![](_page_27_Picture_1.jpeg) Georgeson Securities Corporation **Member FINA, SIC** 480 Washington Boulevard, 26" Floor Jersey City, New Jersey 07310 #### **Georgeson Securities Corporation's Compliance Report** Georgeson Securities Corporation (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). As required by 17 C.F.R. § 240.17a-S(d)(l) and (3), the Company states as follows: - 1. The Company has not established and maintained Internal Control Over Compliance, as that term is defined in paragraph (d)(3)(ii) of Rule 17a-5. - 2. The Company's Internal Control Over Compliance was not effective during the most recent fiscal year ended June 30, 2023. A material weakness has been identified in the internal control over compliance as follows: The Company's internal controls over compliance were not designed to send account statements that complied with Rule 2231 of the Financial Industry Regulatory Authority. - 3. The Company's Internal Control Over Compliance was not effective as of the end of the most recent fiscal year ended June 30, 2023 because of the material weakness described above. - 4. The Company was in compliance with 17 C.F.R. § 240.15c3-1 and 17 C.F.R. 5240.15c3-3(e) as of the end of the most recent fiscal year ended June 30, 2023; and - 5. The information the Company used to state that the Company was in compliance with 17 C.F.R. §240.15c3-1 and 17 C.F.R. §240.15c3-3(e) was derived from the books and records of the Company. We, Cynthia Nisley, Sean Koukal and Scott Park, swear (or affirm) that, to the best of our knowledge and belief, this Compliance Report is true and correct. Signatures of: **�DocuSlgnod �y:** *Cly Nat,* **€900QE843CF3448..** Cynthia Nisley President of Georgeson Securities Corporation ( «cs S**0QijecceeFr174FD ...** ean KouKa Computershare N.A Controller 1.. Lq\_&M<;Be4599439 ... Scott Park FinOp Business Controller of Georgeson Securities Corporation Report as of August 25, 2023 {28}------------------------------------------------ ![](_page_28_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Board of Directors of Georgeson Securities Corporation We have examined Georgeson Securities Corporation's assertions, included in the accompanying Georgeson Securities Corporation's Compliance Report, that - (1) the Company's internal control over compliance with the financial responsibility rules (as defined below) was not effective during the year ended June 30, 2023 based on controls necessary to achieve the objectives of the financial responsibility rules, - (2) the Company's internal control over compliance with the financial responsibility rules was not effective as of June 30, 2023 based on controls necessary to achieve the objectives of the financial responsibility rules, - (3) the Company was in compliance with 17 C.F.R. 8\$ 240.1503-1 (the "net capital rule") and 240.1503 3(e) (the "reserve requirements rule") as of June 30, 2023, and - (4) the information used to assert that the Company was in compliance with 17 C.F.R. \$& 240.15c3-1 and 240.15c3-3(e) was derived from the Company's books and records. The Company's management is responsible for establishing and maintaining a system of internal control over compliance that has the o bjec tive of providing the Company with reasonable assurance that noncompliance with 17 C.F.R. 8 240.1503-1, 17 C.F.R. \$ 240.15¢3-3 (the "customer protection rule"), 17 C.F.R. &\$ 240.17a-13 ("the quarterly securities count rule"), or Rule 2231 of the Financial Industry Regulatory Authority (the "account statements rule"), which re quires account statements to be sent to the customers of the Com pany ( co llectively, the "financial responsibility rules") will be prevented or detected on a timely basis. The Company's manage ment is also responsible for compliance with the net capital rule and the rese rve re quirements rule and that the in forma tion used to assert comp liance was derived from the books and records. Our responsibility is to express an opinion on the Compan y's asse rtions based on our examination. We conducted our examina tion in accordance with the standards of the Public Company Accou nting Oversight Board (United States). Those standards re quire that we plan and perform the examination to obtain reasonable assurance about whether (1) the Compan y's internal cont rol over compliance with the financial responsibility rules was effective as of and during the year ended June 30, 2023, (2) the Company complied with 17 C.F.R. 8\$ 240.15c3-1 and 240.15c3-3(e) as of June 30, 2023, and (3) the information used to assert compliance with 17 C.F.R. &8&8 240.15c3-1 and 240.15c3-3(e) as of June 30, 2023 was derived from the Compan y's boo ks and records. Our examination included testing and evaluating the design and ope rating effectiveness of internal cont rol over compliance with the financial responsibility rules, testing and evaluating the Company's compliance with 17 C.F.R. 8& 240.15c3-1 and 240.15c3-3(0), determining whether the information used to assert compliance with 240.15c3-1 and 240.15c3-3(e) was derived from the Compan y's boo ks and records, and pe rf o rming such other p roced ures as we considered necessary in the circumstances. We believe that our examination pro vides a reasonable basis for our o pinion. Our examination does not pro vide a legal determination on Georgeson Securities Cor poration's comp liance with the financial responsibility rules. *PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, Massachusetts 02210 T: 617530 5000, www.pwc.com/us* {29}------------------------------------------------ ![](_page_29_Picture_0.jpeg) Because of its inherent limitations, internal control over compliance may not prevent or detect noncompliance with the financial responsibility rules. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As described in the accompanying compliance report, the following material weakness was identified in the Company's internal control over compliance as of and during the year ended June 30, 2023: • The Company's internal controls over compliance were not designed to send account statements that complied with Rule 2231 0f the Financial Industry Regulatory Authority. In our opinion, - because of the material weakness referred to above, the Company's internal control over compliance with the financial responsibility rules was not effective as of and during the year ended June 30, 2023, - the Company was in compliance with the net capital rule and the reserve requirements rule as of June 30, 2023, and - the information used to assert that the Company was in compliance with 17 C.F.R. \$& 240.1503-1 and 240.15c3-3(e) was derived from the Company's books and records. Boston, Massachuse tts August 25, 2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.