| Shareholders' Equity |
As of both September 2021 and December 2020, 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 $0.01 per share. The firm’s share repurchase program is intended to help maintain the appropriate level of common equity. The share repurchase program is effected primarily through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 and accelerated share repurchases), the amounts and timing of which are determined primarily by the firm’s current and projected capital position, and capital deployment opportunities, but which may also be influenced by general market conditions and the prevailing price and trading volumes of the firm’s common stock. The firm suspended stock repurchases during the first quarter of 2020 and, consistent with the FRB’s requirement for all large bank holding companies (BHCs), extended the suspension of stock repurchases through the fourth quarter of 2020. The firm resumed stock repurchases in the first quarter of 2021. T he table below presents information about common stock repurchases.
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Three Months Ended September |
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Nine Months Ended September |
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| |
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in millions, except per share amounts |
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2020 |
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2020 |
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Common share repurchases |
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– |
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8.2 |
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Average cost per share |
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$ – |
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$236.35 |
|
Total cost of common share repurchases |
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$ – |
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$ 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, during the nine months ended September 2021, 1,830 shares were remitted with a total value of $0.5 million and the firm cancelled 3.4 million share-based awards with a total value of $983 million. The table below presents common stock dividends declared.
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Three Months Ended September |
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Nine Months Ended September |
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2020 |
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2020 |
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Dividends declared per common share |
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$1.25 |
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$3.75 |
| On October 13, 2021, the Board of Directors of Group Inc. (Board) declared a dividend of $2.00 per common share to be paid on December 30, 2021 to common shareholders of record on December 2, 2021. The tables below present information about the perpetual preferred stock issued and outstanding as of September 2021.
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| A |
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50,000 |
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30,000 |
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29,999 |
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1,000 |
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| C |
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25,000 |
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8,000 |
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8,000 |
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1,000 |
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| D |
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60,000 |
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54,000 |
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53,999 |
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1,000 |
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| E |
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17,500 |
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7,667 |
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7,667 |
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N/A |
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| F |
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5,000 |
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1,615 |
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1,615 |
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N/A |
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| J |
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46,000 |
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40,000 |
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40,000 |
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1,000 |
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| K |
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32,200 |
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28,000 |
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28,000 |
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1,000 |
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| O |
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26,000 |
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26,000 |
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26,000 |
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25 |
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| P |
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66,000 |
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60,000 |
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60,000 |
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25 |
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| Q |
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20,000 |
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20,000 |
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20,000 |
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25 |
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| R |
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24,000 |
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24,000 |
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24,000 |
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25 |
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| S |
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14,000 |
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14,000 |
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14,000 |
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25 |
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| T |
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27,000 |
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27,000 |
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27,000 |
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25 |
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| U |
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30,000 |
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30,000 |
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30,000 |
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25 |
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| |
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| A |
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Currently redeemable |
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$ 25,000 |
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| C |
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Currently redeemable |
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$ 25,000 |
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| D |
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Currently redeemable |
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$ 25,000 |
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| E |
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Currently redeemable |
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$100,000 |
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| F |
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Currently redeemable |
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$100,000 |
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| J |
|
May 10, 2023 |
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$ 25,000 |
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| K |
|
May 10, 2024 |
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$ 25,000 |
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| O |
|
November 10, 2026 |
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$ 25,000 |
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| P |
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November 10, 2022 |
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$ 25,000 |
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| Q |
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August 10, 2024 |
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$ 25,000 |
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| R |
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February 10, 2025 |
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$ 25,000 |
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| S |
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February 10, 2025 |
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$ 25,000 |
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| T |
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May 10, 2026 |
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$ 25,000 |
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| U |
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August 10, 2026 |
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$ 25,000 |
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| 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 July 2021, the firm issued 30,000 shares of Series U 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock (Series U Preferred Stock). |
| • |
|
In April 2021, the firm issued 27,000 shares of Series T 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock (Series T Preferred Stock). |
| • |
|
The redemption price per share for Series A through F and Series Q through U 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. Each share of Series E and Series F Preferred Stock is redeemable at the firm’s option, subject to certain covenant restrictions governing the firm’s ability to redeem the preferred stock without issuing common stock or other instruments with equity-like characteristics. See Note 14 for information about the replacement capital covenants applicable to the Series E and Series F Preferred Stock. |
| • |
|
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. | In October 2021, the firm issued 30,000 shares of Series V 4.125% Fixed-Rate Reset Non-Cumulative Preferred Stock (Series V Preferred Stock). Each share of Series V Preferred Stock issued and outstanding has a liquidation preference of $25,000, is represented by 25 depositary shares and is redeemable at the firm’s option beginning November 10, 2026 at a redemption price equal to $25,000 plus declared and unpaid dividends. Dividends on Series V Preferred Stock, if declared, are payable semi-annually at (i) 4.125% per annum from the issuance date to, but excluding, November 10, 2026 and, thereafter, (ii) 2.949% per annum plus the five-year treasury rate. I n the second quarter of 2021, the firm redeemed all outstanding shares of its Series N 6.30% Non-Cumulative Preferred Stock with a redemption value of $675 million ($25,000 per share), plus accrued and unpaid dividends on May 19, 2021. The difference between the redemption value and net carrying value was $20 million, which was recorded as an addition to preferred stock dividends in the second quarter of 2021. In the first quarter of 2021, the firm redeemed all outstanding shares of its Series M 5.375% Rate Non-Cumulative Preferred Stock with a redemption value of $2 per share), plus accrued and unpaid dividends. The difference between the redemption value and net carrying value was $ 21 million, which was recorded as an addition to preferred stock dividends in the first quarter of 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 September 2021.
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| |
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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 | 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.
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| |
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2020 |
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|
Three Months Ended September |
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A |
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|
$ 236.98 |
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|
$ 7 |
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C |
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|
$ 252.78 |
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2 |
|
D |
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|
$ 252.78 |
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14 |
|
E |
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|
$1,022.22 |
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8 |
|
F |
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|
$1,022.22 |
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2 |
|
J |
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|
$ 343.75 |
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13 |
|
K |
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|
$ 398.44 |
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11 |
|
M |
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|
$ 279.17 |
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22 |
|
N |
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|
$ 393.75 |
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11 |
|
Q |
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|
$ 687.50 |
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14 |
|
R |
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|
|
$ 910.94 |
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22 |
|
S |
|
|
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|
$ 586.67 |
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|
8 |
|
|
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|
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|
|
|
|
$134 |
|
Nine Months Ended September |
|
A |
|
|
|
|
|
|
|
|
|
|
$ 708.34 |
|
|
|
$ 21 |
|
C |
|
|
|
|
|
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|
|
|
$ 755.56 |
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6 |
|
D |
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|
$ 755.56 |
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41 |
|
E |
|
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|
$3,044.44 |
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|
23 |
|
F |
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|
|
|
$3,044.44 |
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5 |
|
J |
|
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|
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|
|
$1,031.25 |
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|
|
41 |
|
K |
|
|
|
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|
|
|
$1,195.32 |
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|
|
33 |
|
L |
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|
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|
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|
|
|
$ 361.54 |
|
|
|
4 |
|
M |
|
|
|
|
|
|
|
|
|
|
$ 951.05 |
|
|
|
76 |
|
N |
|
|
|
|
|
|
|
|
|
|
$1,181.25 |
|
|
|
32 |
|
O |
|
|
|
|
|
|
|
|
|
|
$ 662.50 |
|
|
|
17 |
|
P |
|
|
|
|
|
|
|
|
|
|
$ 625.00 |
|
|
|
38 |
|
Q |
|
|
|
|
|
|
|
|
|
|
$1,577.43 |
|
|
|
32 |
|
R |
|
|
|
|
|
|
|
|
|
|
$ 910.94 |
|
|
|
22 |
|
S |
|
|
|
|
|
|
|
|
|
|
$ 586.67 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$399 |
| On October 7, 2021, 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, and $511.94 per share of Series T Preferred Stock to be paid on November 10, 2021 to preferred shareholders of record on October 26, 2021. 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, 2021 to preferred shareholders of record on November 16, 2021. Accumulated Other Comprehensive Income/(Loss) The table below presents changes in accumulated other comprehensive income/(loss), net of tax, by type.
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| |
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|
Beginning balance |
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|
|
Other comprehensive income/(loss) adjustments, net of tax |
|
|
|
Ending balance |
|
Three Months Ended September 2021 |
|
|
|
|
|
|
|
|
|
Currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
Debt valuation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
Pension and postretirement liabilities |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
Three Months Ended September 2020 |
|
|
|
|
|
|
|
|
|
Currency translation |
|
|
$ (677 |
) |
|
|
$ (13 |
) |
|
|
$ (690 |
) |
Debt valuation adjustment |
|
|
124 |
|
|
|
(268 |
) |
|
|
(144 |
) |
Pension and postretirement liabilities |
|
|
(339 |
) |
|
|
(2 |
) |
|
|
(341 |
) |
|
|
|
551 |
|
|
|
(11 |
) |
|
|
540 |
|
Total |
|
|
$ (341 |
) |
|
|
$ (294 |
) |
|
|
$ (635 |
) |
Nine Months Ended September 2021 |
|
|
|
|
|
|
|
|
|
Currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
Debt valuation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
Pension and postretirement liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 2020 |
|
|
|
|
|
|
|
|
|
Currency translation |
|
|
$ (616 |
) |
|
|
$ (74 |
) |
|
|
$ (690 |
) |
Debt valuation adjustment |
|
|
(572 |
) |
|
|
428 |
|
|
|
(144 |
) |
Pension and postretirement liabilities |
|
|
(342 |
) |
|
|
1 |
|
|
|
(341 |
) |
|
|
|
46 |
|
|
|
494 |
|
|
|
540 |
|
Total |
|
|
$ (1,484 |
) |
|
|
$849 |
|
|
|
$ (635 |
) |
|