Shareholders' Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

Common Equity

As of both September 2023 and December 2022, 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.

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	2023		2022		2023		2022
Common share repurchases	4.2		3.0		13.5		5.9
Average cost per share	$	354.79	$	332.32	$	354.13	$	337.32
Total cost of common share repurchases	$	1,500	$	1,000	$	4,796	$	2,000

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 2023, 868 shares were remitted with a total value of $0.3 million and the firm cancelled 3.9 million share-based awards with a total value of $1.34 billion.

The table below presents common stock dividends declared.

	Three Months Ended September				Nine Months Ended September
	2023		2022		2023		2022
Dividends declared per common share	$	2.75	$	2.50	$	7.75	$	6.50

On October 12, 2023, the Board of Directors of Group Inc. (Board) declared a dividend of $2.75 per common share to be paid on December 28, 2023 to common shareholders of record on November 30, 2023.

Preferred Equity

The tables below present information about the perpetual preferred stock issued and outstanding as of September 2023.

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.
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
W	60,000	60,000	60,000	25
Total	486,700	420,282	420,280

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
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
W	February 10, 2029	$	25,000	1,500
Total				$	11,203

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.

•In August 2023, the firm issued 60,000 shares of Series W 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock (Series W Preferred Stock).

•The redemption price per share for Series A through F and Series Q through W Preferred Stock is the liquidation preference plus declared and unpaid dividends. The redemption price per share for Series K 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 third quarter of 2023, the firm redeemed all outstanding shares of its Series J 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock (Series J Preferred Stock) with a redemption value of $1 billion ($25,000 per share), plus accrued and unpaid dividends. The difference between the redemption value and net carrying value was $10 million, which was recorded as an addition to preferred stock dividends in the third quarter of 2023.

The preferred stock issuance costs in the consolidated statements of shareholders' equity reflects reclassifications of issuance costs to retained earnings on redemptions, net of issuance costs relating to new issuances.

The table below presents the dividend rates of perpetual preferred stock as of September 2023.

Series	Per Annum Dividend Rate
A	3 month term SOFR + 1.01161%, with floor of 3.75%, payable quarterly
C	3 month term SOFR + 1.01161%, with floor of 4.00%, payable quarterly
D	3 month term SOFR + 0.93161%, with floor of 4.00%, payable quarterly
E	3 month term SOFR + 1.02911%, with floor of 4.00%, payable quarterly
F	3 month term SOFR + 1.03161%, with floor of 4.00%, payable quarterly
K	6.375% to, but excluding, May 10, 2024;  3 month term SOFR + 3.81161% thereafter, payable quarterly
O	5.30%, payable semi-annually, from issuance date to, but excluding, November 10, 2026; 3 month term SOFR + 4.09561%, payable quarterly, thereafter
P	3 month term SOFR + 3.13561%, 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
W	7.50%, payable semi-annually, from issuance date to, but excluding, February 10, 2029; 5 year treasury rate + 3.156%, payable semi-annually, thereafter

In the table above:

•In connection with the cessation of LIBOR, as of July 1, 2023, the firm replaced the three-month LIBOR rate with the three-month term SOFR rate plus the statutorily prescribed tenor spread, consistent with the FRB’s final rule implementing the Adjustable Interest Rate (LIBOR) Act.

•Dividends on each series of preferred stock are payable in arrears for the periods specified.

The table below presents preferred stock dividends declared.

	2023				2022
Series	per share		$ in millions		per share		$ in millions
Three Months Ended September
A	$	388.88	$	12	$	239.58	$	7
C	$	388.88	3		$	255.56	2
D	$	383.77	20		$	255.56	14
E	$	1,600.67	13		$	1,022.22	7
F	$	1,601.31	2		$	1,022.22	2
J	$	573.52	23		$	343.75	13
K	$	398.44	11		$	398.44	11
P	$	524.58	32		$	–	–
Q	$	687.50	14		$	687.50	14
R	$	618.75	15		$	618.75	15
S	$	550.00	8		$	550.00	8
U	$	456.25	13		$	456.25	14
Total			$	166			$	107
Nine Months Ended September
A	$	1,076.86	$	32	$	710.93	$	21
C	$	1,076.86	9		$	758.34	6
D	$	1,061.69	57		$	758.34	41
E	$	4,447.01	34		$	3,044.44	23
F	$	4,448.90	7		$	3,044.44	5
J	$	1,261.02	51		$	1,031.25	41
K	$	1,195.32	33		$	1,195.32	33
O	$	662.50	17		$	662.50	17
P	$	1,479.53	89		$	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	16
T	$	475.00	13		$	475.00	13
U	$	912.50	27		$	942.92	28
V	$	515.63	15		$	547.14	16
Total			$	458			$	356

On October 9, 2023, Group Inc. declared dividends of $407.41 per share of Series A Preferred Stock, $407.41 per share of Series C Preferred Stock, $402.30 per share of Series D Preferred Stock, $398.44 per share of Series K Preferred Stock, $662.50 per share of Series O Preferred Stock, $543.11 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, 2023 to preferred shareholders of record on October 26, 2023. In addition, the firm declared dividends of $1,627.56 per share of Series E Preferred Stock and $1,628.19 per share of Series F Preferred Stock to be paid on December 1, 2023 to preferred shareholders of record on November 16, 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
Three Months Ended September 2023
Currency translation	$	(828)	$	(16)	$	(844)
Debt valuation adjustment	281		328		609
Pension and postretirement liabilities	(475)		9		(466)
Available-for-sale securities	(2,215)		317		(1,898)
Total	$	(3,237)	$	638	$	(2,599)
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)
Nine Months Ended September 2023
Currency translation	$	(785)	$	(59)	$	(844)
Debt valuation adjustment	892		(283)		609
Pension and postretirement liabilities	(499)		33		(466)
Available-for-sale securities	(2,618)		720		(1,898)
Total	$	(3,010)	$	411	$	(2,599)
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)