General Motors 2014 Annual Report Download - page 122

GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 21. Stockholders’ Equity and Noncontrolling Interests
Preferred and Common Stock
We have 2.0 billion shares of preferred stock and 5.0 billion shares of common stock authorized for issuance. There were no shares
of Series A Preferred Stock issued and outstanding at December 31, 2014 and 156 million shares of Series A Preferred Stock issued
and outstanding at December 31, 2013. We had 1.6 billion and 1.5 billion shares of common stock issued and outstanding at
December 31, 2014 and 2013.
The following table summarizes significant features relating to our preferred and common stock (dollars in millions, except for per
share amounts):
Liquidation
Preference
Per Share
Dividend
Per Annum
Dividends Paid
Years Ended December 31,
2014 2013 2012
Series A Preferred Stock .......................................... $ 25.00 9.00% $ 1,160 $ 1,370 $ 621
Series B Preferred Stock .......................................... $ 50.00 4.75% $ 237 $ 238
Common stock .................................................. N/A $ 1.20 $ 1,928 $ — $ —
Series A Preferred Stock
In December 2014 we redeemed all of the remaining outstanding shares of our Series A Preferred Stock at a price equal to the
aggregate liquidation amount, including accumulated dividends, of $3.9 billion, which reduced Net income attributable to common
stockholders by $809 million and is included within dividends paid in the table above.
In September 2013 we purchased 120 million shares (or 43.5% of the total shares outstanding) of our Series A Preferred Stock held
by the New VEBA at a price equal to 108.1% of the aggregate liquidation amount for $3.2 billion. We recorded a loss for the
difference between the carrying amount of the Series A Preferred Stock purchased and the consideration paid, which reduced Net
income attributable to common stockholders by $816 million and is included within dividends paid in the table above.
Series B Preferred Stock
On December 1, 2013 each of the 100 million shares of our Series B Preferred Stock outstanding automatically converted into
1.3736 shares of our common stock for a total of 137 million common shares. The number of shares of our common stock issued upon
mandatory conversion of each share of Series B Preferred Stock was determined based on the average of the closing prices of our
common stock over the 40 consecutive trading day period ended November 26, 2013.
Common Stock
Holders of our common stock are entitled to dividends at the sole discretion of our Board of Directors. No common stock dividends
were declared or paid prior to 2014. Holders of common stock are entitled to one vote per share on all matters submitted to our
stockholders for a vote. The liquidation rights of holders of our common stock are secondary to the payment or provision for payment
of all our debts and liabilities and to holders of our preferred stock, if any such shares are then outstanding.
In September 2014 we repurchased 5 million shares of our outstanding common stock at a weighted-average price of $33.69 per
share, to offset the dilution from the June 2014 grant of stock incentive awards under the 2014 Long-term Incentive Plan.
In December 2012 we purchased 200 million shares of our common stock from the U.S. Treasury at a price of $27.50 per share for
a total of $5.5 billion. The purchase price represented a premium to the prior day’s closing price of $25.49. We allocated the purchase
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