Shareholders' Equity

9 Months Ended

Sep. 30, 2022

Shareholders’ Equity

Common Equity

As of both September 2022 and December 2021, the firm had 4.00 billion authorized shares of common stock and 200 million authorized shares of nonvoting common stock, each with a par value of $0.01 per share. During the first quarter of 2022, in connection with the acquisition of GreenSky, the firm issued approximately 5.5 million shares of common stock, including approximately 325,000 shares subject to future service.

The firm’s share repurchase program is intended to help maintain the appropriate level of common equity. The share repurchase program is effected primarily through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 and accelerated share repurchases), the amounts and timing of which are determined primarily by the firm’s current and projected capital position, and capital deployment opportunities, but which may also be influenced by general market conditions and the prevailing price and trading volumes of the firm’s common stock.

The table below presents information about common stock repurchases.


	Three Months Ended September				Nine Months Ended September
in millions, except per share amounts	2022		2021		2022		2021
Common share repurchases	3.0		2.5		5.9		14.1
Average cost per share	$	332.32	$	395.28	$	337.32	$	333.61
Total cost of common share repurchases	$	1,000	$	1,000	$	2,000	$	4,700

Pursuant to the terms of certain share-based compensation plans, employees may remit shares to the firm or the firm may cancel share-based awards to satisfy statutory employee tax withholding requirements. Under these plans, during the nine months ended September 2022, 11,644 shares were remitted with a total value of $4 million and the firm cancelled 4.6 million share-based awards with a total value of $1.59 billion.

The table below presents common stock dividends declared.


	Three Months Ended September				Nine Months Ended September
	2022		2021		2022		2021
Dividends declared per common share	$	2.50	$	2.00	$	6.50	$	4.50

On October 17, 2022, the Board of Directors of Group Inc. (Board) declared a dividend of $2.50 per common share to be paid on December 29, 2022 to common shareholders of record on December 1, 2022.

Preferred Equity

The tables below present information about the perpetual preferred stock issued and outstanding as of September 2022.


Series	Shares Authorized	Shares Issued	Shares Outstanding	Depositary Shares Per Share
A	50,000	30,000	29,999	1,000
C	25,000	8,000	8,000	1,000
D	60,000	54,000	53,999	1,000
E	17,500	7,667	7,667	N/A
F	5,000	1,615	1,615	N/A
J	46,000	40,000	40,000	1,000
K	32,200	28,000	28,000	1,000
O	26,000	26,000	26,000	25
P	66,000	60,000	60,000	25
Q	20,000	20,000	20,000	25
R	24,000	24,000	24,000	25
S	14,000	14,000	14,000	25
T	27,000	27,000	27,000	25
U	30,000	30,000	30,000	25
V	30,000	30,000	30,000	25
Total	472,700	400,282	400,280


Series	Earliest Redemption Date	Liquidation Preference		Redemption Value ($ in millions)
A	Currently redeemable	$	25,000	$	750
C	Currently redeemable	$	25,000	200
D	Currently redeemable	$	25,000	1,350
E	Currently redeemable	$	100,000	767
F	Currently redeemable	$	100,000	161
J	May 10, 2023	$	25,000	1,000
K	May 10, 2024	$	25,000	700
O	November 10, 2026	$	25,000	650
P	November 10, 2022	$	25,000	1,500
Q	August 10, 2024	$	25,000	500
R	February 10, 2025	$	25,000	600
S	February 10, 2025	$	25,000	350
T	May 10, 2026	$	25,000	675
U	August 10, 2026	$	25,000	750
V	November 10, 2026	$	25,000	750
Total				$	10,703

In the tables above:

•All shares have a par value of $0.01 per share and, where applicable, each share is represented by the specified number of depositary shares.

•The earliest redemption date represents the date on which each share of non-cumulative preferred stock is redeemable at the firm’s option.

•Prior to redeeming preferred stock, the firm must receive approval from the FRB.

•The redemption price per share for Series A through F and Series Q through V Preferred Stock is the liquidation preference plus declared and unpaid dividends. The redemption price per share for Series J through P Preferred Stock is the liquidation preference plus accrued and unpaid dividends.

•All series of preferred stock are pari passu and have a preference over the firm’s common stock on liquidation.

•The firm’s ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, its common stock is subject to certain restrictions in the event that the firm fails to pay or set aside full dividends on the preferred stock for the latest completed dividend period.

•Series E and Series F Preferred Stock are held by Goldman Sachs Capital II and Goldman Sachs Capital III, respectively. These trusts are Delaware statutory trusts sponsored by the firm and wholly-owned finance subsidiaries of the firm for regulatory and legal purposes but are not consolidated for accounting purposes.

In the first half of 2021, the firm redeemed all outstanding shares of its (i) Series N 6.30% Non-Cumulative Preferred Stock with a redemption value of $675 million ($25,000 per share), plus accrued and unpaid dividends and (ii) Series M 5.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock with a redemption value of $2 billion ($25,000 per share), plus accrued and unpaid dividends. The difference between the redemption value and net carrying value at the time of these redemptions was $41 million, which was recorded as an addition to preferred stock dividends in the first half of 2021.

The table below presents the dividend rates of perpetual preferred stock as of September 2022.


Series			Per Annum Dividend Rate
A			3 month LIBOR + 0.75%, with floor of 3.75%, payable quarterly
C			3 month LIBOR + 0.75%, with floor of 4.00%, payable quarterly
D			3 month LIBOR + 0.67%, with floor of 4.00%, payable quarterly
E			3 month LIBOR + 0.7675%, with floor of 4.00%, payable quarterly
F			3 month LIBOR + 0.77%, with floor of 4.00%, payable quarterly
J			5.50% to, but excluding, May 10, 2023; 3 month LIBOR + 3.64% thereafter, payable quarterly
K			6.375% to, but excluding, May 10, 2024; 3 month LIBOR + 3.55% thereafter, payable quarterly
O			5.30%, payable semi-annually, from issuance date to, but excluding, November 10, 2026; 3 month LIBOR + 3.834%, payable quarterly, thereafter
P			5.00%, payable semi-annually, from issuance date to, but excluding, November 10, 2022; 3 month LIBOR + 2.874%, payable quarterly, thereafter
Q			5.50%, payable semi-annually, from issuance date to, but excluding, August 10, 2024; 5 year treasury rate + 3.623%, payable semi-annually, thereafter
R			4.95%, payable semi-annually, from issuance date to, but excluding, February 10, 2025; 5 year treasury rate + 3.224%, payable semi-annually, thereafter
S			4.40%, payable semi-annually, from issuance date to, but excluding, February 10, 2025; 5 year treasury rate + 2.85%, payable semi-annually thereafter
T			3.80%, payable semi-annually, from issuance date to, but excluding, May 10, 2026; 5 year treasury rate + 2.969%, payable semi-annually, thereafter
U			3.65%, payable semi-annually, from issuance date to, but excluding, August 10, 2026; 5 year treasury rate + 2.915%, payable semi-annually, thereafter
V			4.125%, payable semi-annually, from issuance date to, but excluding, November 10, 2026; 5 year treasury rate + 2.949%, payable semi-annually, thereafter

In the table above, dividends on each series of preferred stock are payable in arrears for the periods specified.

The table below presents preferred stock dividends declared.


	2022				2021
Series	per share		$ in millions		per share		$ in millions
Three Months Ended September
A	$	239.58	$	7	$	239.58	$	7
C	$	255.56	2		$	255.56	2
D	$	255.56	14		$	255.56	14
E	$	1,022.22	7		$	1,022.22	8
F	$	1,022.22	2		$	1,022.22	2
J	$	343.75	13		$	343.75	14
K	$	398.44	11		$	398.44	11
Q	$	687.50	14		$	687.50	14
R	$	618.75	15		$	618.75	15
S	$	550.00	8		$	550.00	7
U	$	456.25	14		$	—	—
Total			$	107			$	94
Nine Months Ended September
A	$	710.93	$	21	$	710.93	$	21
C	$	758.34	6		$	758.34	6
D	$	758.34	41		$	758.34	41
E	$	3,044.44	23		$	3,044.44	23
F	$	3,044.44	5		$	3,044.44	5
J	$	1,031.25	41		$	1,031.25	41
K	$	1,195.32	33		$	1,195.32	33
N	$	—	—		$	787.50	19
O	$	662.50	17		$	662.50	17
P	$	625.00	38		$	625.00	38
Q	$	1,375.00	28		$	1,375.00	28
R	$	1,237.50	30		$	1,237.50	30
S	$	1,100.00	16		$	1,100.00	15
T	$	475.00	13		$	—	—
U	$	942.92	28		$	—	—
V	$	547.14	16		$	—	—
Total			$	356			$	317

On October 10, 2022, Group Inc. declared dividends of $239.58 per share of Series A Preferred Stock, $255.56 per share of Series C Preferred Stock, $255.56 per share of Series D Preferred Stock, $343.75 per share of Series J Preferred Stock, $398.44 per share of Series K Preferred Stock, $662.50 per share of Series O Preferred Stock, $625.00 per share of Series P Preferred Stock, $475.00 per share of Series T Preferred Stock and $515.63 per share of Series V Preferred Stock to be paid on November 10, 2022 to preferred shareholders of record on October 26, 2022. In addition, the firm declared dividends of $1,011.11 per share of Series E Preferred Stock and $1,011.11 per share of Series F Preferred Stock to be paid on December 1, 2022 to preferred shareholders of record on November 16, 2022.

Accumulated Other Comprehensive Income/(Loss)

The table below presents changes in accumulated other comprehensive income/(loss), net of tax, by type.


$ in millions	Beginning balance		Other comprehensive income/(loss) adjustments, net of tax		Ending balance
Three Months Ended September 2022
Currency translation	$	(769)	$	26	$	(743)
Debt valuation adjustment	1,417		673		2,090
Pension and postretirement liabilities	(315)		(2)		(317)
Available-for-sale securities	(2,287)		(615)		(2,902)
Total	$	(1,954)	$	82	$	(1,872)
Three Months Ended September 2021
Currency translation	$	(712)	$	(20)	$	(732)
Debt valuation adjustment	(735)		67		(668)
Pension and postretirement liabilities	(361)		—		(361)
Available-for-sale securities	(81)		(114)		(195)
Total	$	(1,889)	$	(67)	$	(1,956)
Nine Months Ended September 2022
Currency translation	$	(738)	$	(5)	$	(743)
Debt valuation adjustment	(511)		2,601		2,090
Pension and postretirement liabilities	(327)		10		(317)
Available-for-sale securities	(492)		(2,410)		(2,902)
Total	$	(2,068)	$	196	$	(1,872)
Nine Months Ended September 2021
Currency translation	$	(696)	$	(36)	$	(732)
Debt valuation adjustment	(833)		165		(668)
Pension and postretirement liabilities	(368)		7		(361)
Available-for-sale securities	463		(658)		(195)
Total	$	(1,434)	$	(522)	$	(1,956)