Goldman Sachs 2009 Annual Report Download - page 134

Goldman Sachs 2009 Annual Report
132
Notes to Consolidated Financial Statements
Each share of non-cumulative preferred stock issued and outstanding has a par value of $0.01, has a liquidation preference of
$25,000, is represented by 1,000 depositary shares and is redeemable at the  rm’s option, subject to the approval of the Federal
Reserve Board, at a redemption price equal to $25,000 plus declared and unpaid dividends.
Each share of 10% Cumulative Perpetual Preferred Stock, Series G (Series G Preferred Stock) issued and outstanding has a
par value of $0.01, has a liquidation preference of $100,000 and is redeemable at the  rm’s option, subject to the approval of
the Federal Reserve Board, at a redemption price equal to $110,000 plus accrued and unpaid dividends. In connection with the
issuance of the Series G Preferred Stock, the  rm issued a  ve-year warrant to purchase up to 43.5million shares of common
stock at an exercise price of $115.00per share. The warrant is exercisable at any time until October1, 2013 and the number
of shares of common stock underlying the warrant and the exercise price are subject to adjustment for certain dilutive events.
All series of preferred stock are pari passu and have a preference over the  rm’s common stock upon liquidation. Dividends on
each series of preferred stock, if declared, are payable quarterly in arrears. The  rm’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  rm fails to pay
or set aside full dividends on the preferred stock for the latest completed dividend period.
payments to the U.S. Treasury related to the U.S. Treasury’s TARP Capital Purchase Program totaled $11.42billion, including the
return of the U.S. Treasury’s $10.0billion investment (inclusive of the $426million described above), $318million in preferred
dividends and $1.1billion related to the warrant repurchase.
Dividends declared per common share were $1.05 in 2009, $1.40 in 2008 and $1.40 in 2007. On January19, 2010, the
Board declared a dividend of $0.35 per common share to be paid on March 30, 2010 to common shareholders of record
on March2,2010. On December 15, 2008, the Board declared a dividend of $0.4666666 per common share to be paid on
March26,2009 to common shareholders of record on February 24, 2009. The dividend of $0.4666666 per common share is
re ective of a four-month period (December2008 through March 2009), due to the change in the  rm’s  scalyear-end.
During 2009 and 2008, the  rm repurchased 19,578 and 10.5million shares of its common stock at an average cost per share of
$80.83 and $193.18, for a total cost of $2million and $2.04billion, respectively. Shares repurchased during 2009 primarily related
to repurchases made by GS&Co. to facilitate customer transactions in the ordinary course of business. In addition, to satisfy
minimum statutory employee tax withholding requirements related to the delivery of common stock underlying RSUs, the  rm
cancelled 11.2million and 6.7million of RSUs with a total value of $863million and $1.31billion in 2009 and 2008, respectively.
The  rm’s share repurchase program is intended to help maintain the appropriate level of common equity and to substantially offset
increases in share count over time resulting from employee share-based compensation. The repurchase program is effected primarily
through regular open-market purchases, the amounts and timing of which are determined primarily by the  rm’s current and
projected capital positions (i.e.,comparisons of the  rm’s desired level of capital to its actual level of capital) but which may also be
in uenced by general market conditions and the prevailing price and trading volumes of the  rm’s common stock. Any repurchase
of the  rm’s common stock requires approval by the Board of Governors of the Federal Reserve System (Federal ReserveBoard).
As of December2009, the  rm had 174,000 shares of perpetual preferred stock issued and outstanding as set forth in the following table:
Redemption
Dividend Shares Shares Earliest Value
Series Preference Issued Authorized Dividend Rate Redemption Date (inmillions)
A Non-cumulative 30,000 50,000 3 month LIBOR + 0.75%, April 25, 2010 $ 750
with  oor of 3.75% per annum
B Non-cumulative 32,000 50,000 6.20% per annum October 31, 2010 800
C Non-cumulative 8,000 25,000 3 month LIBOR + 0.75%, October 31, 2010 200
with  oor of 4.00% per annum
D Non-cumulative 54,000 60,000 3 month LIBOR + 0.67%, May 24, 2011 1,350
with  oor of 4.00% per annum
G Cumulative 50,000 50,000 10.00% per annum October 1, 2008 5,500
174,000 235,000 $8,600