Shareholders' Equity

12 Months Ended

Dec. 31, 2022

Shareholders’ Equity

Common Equity

As of both December 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 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.


	Year Ended December

in millions, except per share amounts	2022		2021		2020
Common share repurchases	10.1		15.3		8.2
Average cost per share	$	346.07	$	339.81	$	236.35
Total cost of common share repurchases	$	3,500	$	5,200	$	1,928

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, 11,644 shares in 2022, 1,830 shares in 2021 and 3,476 shares in 2020 were remitted with a total value of $4 million in 2022, $0.5 million in 2021 and $0.9 million in 2020, and the firm cancelled 4.6 million share-based awards in 2022, and 3.4 million in both 2021 and 2020, with a total value of $1.59 billion in 2022, $984 million in 2021 and $829 million in 2020.

The table below presents common stock dividends declared.


	Year Ended December

	2022		2021		2020
Dividends declared per common share	$	9.00	$	6.50	$	5.00

On January 13, 2023, the Board of Directors of Group Inc. (Board) declared a dividend of $2.50 per common share to be paid on March 30, 2023 to common shareholders of record on March 2, 2023.

Preferred Equity

The tables below present information about the perpetual preferred stock issued and outstanding as of December 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	Currently redeemable	$	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 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 2021.

In 2020, the firm redeemed the remaining 14,000 outstanding shares of its Series L 5.70% Non-Cumulative Preferred Stock with a redemption value of $350 million ($25,000 per share), plus accrued and unpaid dividends. The difference between the redemption value and net carrying value was $1 million, which was recorded as an addition to preferred stock dividends in 2020.

The table below presents the dividend rates of perpetual preferred stock as of December 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			3 month LIBOR + 2.874%, payable quarterly
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.


	Year Ended December
	2022				2021				2020
Series	per share		$ in millions		per share		$ in millions		per share		$ in millions
A	$	950.51	$	28	$	950.51	$	28	$	947.92	$	28
C	$	1,013.90	8		$	1,013.90	8		$	1,011.12	8
D	$	1,013.90	55		$	1,013.90	55		$	1,011.12	55
E	$	4,055.55	31		$	4,055.55	31		$	4,055.55	31
F	$	4,055.55	6		$	4,055.55	7		$	4,055.55	6
J	$	1,375.00	55		$	1,375.00	55		$	1,375.00	55
K	$	1,593.76	45		$	1,593.76	44		$	1,593.76	45
L	$	–	–		$	–	–		$	361.54	4
M	$	–	–		$	–	–		$	1,217.16	97
N	$	–	–		$	787.50	19		$	1,575.00	43
O	$	1,325.00	34		$	1,325.00	34		$	1,325.00	34
P	$	1,250.00	75		$	1,250.00	75		$	1,250.00	75
Q	$	1,375.00	28		$	1,375.00	28		$	1,577.43	32
R	$	1,237.50	30		$	1,237.50	30		$	910.94	22
S	$	1,100.00	16		$	1,100.00	15		$	586.67	8
T	$	950.00	26		$	511.94	14		$	–	–
U	$	942.92	28		$	–	–		$	–	–
V	$	1,062.76	32		$	–	–		$	–	–
Total			$	497			$	443			$	543

On January 5, 2023, Group Inc. declared dividends of $341.29 per share of Series A Preferred Stock, $341.29 per share of Series C Preferred Stock, $336.18 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, $476.99 per share of Series P Preferred Stock, $687.50 per share of Series Q Preferred Stock, $618.75 per share of Series R Preferred Stock, $550.00 per share of Series S Preferred Stock and $456.25 per share of Series U Preferred Stock to be paid on February 10, 2023 to preferred shareholders of record on January 26, 2023. In addition, the firm declared dividends of $1,382.02 per share of Series E Preferred Stock and $1,382.64 per share of Series F Preferred Stock to be paid on March 1, 2023 to preferred shareholders of record on February 14, 2023.

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
Year Ended December 2022
Currency translation	$	(738)	$	(47)	$	(785)
Debt valuation adjustment	(511)		1,403		892
Pension and postretirement liabilities	(327)		(172)		(499)
Available-for-sale securities	(492)		(2,126)		(2,618)
Total	$	(2,068)	$	(942)	$	(3,010)
Year Ended December 2021
Currency translation	$	(696)	$	(42)	$	(738)
Debt valuation adjustment	(833)		322		(511)
Pension and postretirement liabilities	(368)		41		(327)
Available-for-sale securities	463		(955)		(492)
Total	$	(1,434)	$	(634)	$	(2,068)
Year Ended December 2020
Currency translation	$	(616)	$	(80)	$	(696)
Debt valuation adjustment	(572)		(261)		(833)
Pension and postretirement liabilities	(342)		(26)		(368)
Available-for-sale securities	46		417		463
Total	$	(1,484)	$	50	$	(1,434)