Terms

Series

Floating Rate Non-Cumulative Preferred Stock, Series D

Liquidation Preference

$25.00

Coupon Rate

4%

Rate Type

Floating

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

May 24, 2011

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Indebtedness And Other Non-Equity Claims Of The Goldman Sachs Group, Inc.; Pari Passu With: Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Any Future Equally Ranking Preferred Stock; Senior To: Common Stock, All Junior Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.001

Shares Offered

54,000,000

Prospectus Summary

The Goldman Sachs Group, Inc. Series D Floating Rate Non-Cumulative Perpetual Preferred Stock is offered as depositary shares, each representing a 1/1,000th interest in one underlying preferred share with a $25,000 liquidation preference per share (equivalent to $25 per depositary share). Dividends float quarterly at the greater of 3-month USD LIBOR plus 67 basis points or 4.00% per annum, reset each dividend period, providing a built-in floor. The preferred is non-cumulative, meaning that if the board does not declare a dividend for any quarter, that payment is permanently lost — holders have no right to recover missed dividends in future periods. As a holding company issuance, Series D sits structurally subordinate to all debt and other non-equity claims at The Goldman Sachs Group, Inc. level, including outstanding debt securities that carry interest-deferral provisions which would also block preferred dividends during any deferral period. Within the equity stack, Series D ranks pari passu with Series A, B, and C preferred stock and senior to common stock. Notably, Goldman Sachs may convert Series D into a new preferred series — at its option and without holder consent — if it becomes subject to new capital adequacy regulations (e.g., Basel Tier 1 or equivalent) and elects to qualify the stock under those rules, potentially altering redemption or dividend terms to satisfy regulators. At the 4.00% floor and $25 per depositary share liquidation value, the effective annual yield at par is at least $1.00 per depositary share, paid in four quarterly installments on February 10, May 10, August 10, and November 10; the record date is the 15th calendar day before each payment date. For non-corporate U.S. holders, dividends are expected to qualify as QDI taxable at the 15%/20% preferential rate (through at least 2010); corporate holders are eligible for the 70% dividends-received deduction. The dividend stopper prevents Goldman Sachs from paying dividends on or repurchasing common stock or junior securities unless Series D dividends for the most recently completed period have been paid in full.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Goldman Sachs has not paid full dividends on Series D Preferred Stock for the most recently completed dividend period, it may not pay dividends on or repurchase its common stock or any other junior securities during the current dividend period.

Other Preferreds from Goldman Sachs Group Inc

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 61 (Strong)