01—Abstract
Summary
Summary of the 10-K/A filed March 27, 2009. Cited figures are marked; the original filing is the authoritative source.
This filing is an amendment to Goldman Sachs Group, Inc.'s (GS) 2008 Annual Report (10-K), filed on March 26, 2009.
The amendment's primary purpose is to include Part III information, specifically regarding Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, and Accountant Fees, which were not initially included because the definitive proxy statement was not yet filed. This information is incorporated by reference from the company's Preliminary Proxy Statement filed on the same day. For investors, this amendment provides updated details on the company's leadership, compensation structures, and major shareholders.
Given the context of the 2008 financial crisis, information on executive compensation and any related transactions or governance changes would be of particular interest to assess management's alignment with shareholder interests and the company's strategic direction during a turbulent period. The filing also confirms GS's status as a large accelerated filer and a well-known seasoned issuer.
02—Key points
Key Highlights
- This is an Amendment No. 1 to the 2008 Form 10-K, filed on March 26, 2009, to incorporate Part III information from the Preliminary Proxy Statement.
- The amendment addresses Items 10-14 of the 10-K, covering Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, and Principal Accountant Fees.
- Goldman Sachs is identified as a 'large accelerated filer' and a 'well-known seasoned issuer'.
- Key information regarding executive and director compensation, as well as the report of the compensation committee, is incorporated by reference from the Preliminary Proxy Statement.
- Details on security ownership of beneficial owners and management are also incorporated by reference.
- The filing lists various equity compensation plans, including the Amended and Restated Stock Incentive Plan, with details on outstanding options and shares available for future issuance.
- The amendment confirms that other than the incorporated Part III information, the original 2008 10-K filing is not updated.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2008filed March 27, 2009Financial Statements
FY2008 against FY2007
| Line item | FY2008FY2007 | Change |
|---|---|---|
| Net Income | $2.32B$11.60B | −80.0% |
| EPS (Basic) | $4.67$26.34 | −82.3% |
| EPS (Diluted) | $4.47$24.73 | −81.9% |
| Shares Outstanding (Basic) | 437.00M433.00M | +0.9% |
| Shares Outstanding (Diluted) | 456.20M461.20M | −1.1% |
05—Questions
Frequently Asked Questions
Why is Goldman Sachs filing an Amendment No. 1 to its 2008 10-K?
This amendment is being filed to include Part III of the Annual Report on Form 10-K, which contains information on Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, and Principal Accountant Fees. This information is being incorporated by reference from the company's Preliminary Proxy Statement because the definitive Proxy Statement was not filed within the required timeframe after the fiscal year-end.
What is the significance of the filing date and the mention of the 2008 financial crisis?
The filing date of March 26, 2009, is critical as it falls shortly after the intense period of the 2008 global financial crisis. Investors would be scrutinizing this report for any retrospective insights into the company's operations, risk management, and executive compensation practices during that challenging year, even though the amendment itself primarily incorporates previously disclosed information from the preliminary proxy.
Where can investors find detailed information about executive and director compensation?
Detailed information about executive and director compensation, including the report of the compensation committee, is incorporated by reference from the Preliminary Proxy Statement. Specifically, investors should refer to pages 14-29 and 35-36 of that document, as referenced in Exhibit 99.2 of this Amendment No. 1.
What are the key equity compensation plans mentioned?
The primary equity compensation plan mentioned is The Goldman Sachs Amended and Restated Stock Incentive Plan (SIP). The filing provides data as of November 28, 2008, on the number of securities to be issued upon exercise of outstanding options and the number of securities remaining available for future issuance under this and other equity compensation plans.
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