v3.22.2
Stockholders' Equity
 9 Months Ended
Jun. 30, 2022
Stockholders' Equity Note [Abstract]  
Stockholders' Equity
Note 9—Stockholders’ Equity
As-converted class A common stock. The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis were as follows:
June 30, 2022September 30, 2021
Shares
Outstanding		Conversion Rate Into 
Class A
Common Stock
As-converted Class A
Common
Stock(1)
Shares
Outstanding		Conversion Rate Into
Class A
Common Stock
As-converted Class A
Common
Stock(1)
(in millions, except conversion rate)
Series A preferred stock— 
(2)
100.0000 6 — 
(2)
100.0000 7 
Series B preferred stock2 6.0550 15 2 6.3210 16 
Series C preferred stock3 6.8240 22 3 6.8340 22 
Class A common stock(3)
1,637 — 1,637 1,677 — 1,677 
Class B common stock245 1.6059 
(4)
394 245 1.6228 
(4)
398 
Class C common stock10 4.0000 40 10 4.0000 41 
Total2,114 2,161 
(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.
(2)The number of shares outstanding was less than one million.
(3)Class A common stock shares outstanding reflect repurchases that settled on or before June 30, 2022 and September 30, 2021, respectively.
(4)The class B to class A common stock conversion rate is presented on a rounded basis. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.
Series A preferred stock issuance. On July 29, 2022, the Company will issue approximately 176,853 shares of series A preferred stock in connection with the Sixth Anniversary Release. See Note 5—U.S. and Europe Retrospective Responsibility Plans.
Reduction in as-converted shares. Under the terms of the U.S. retrospective responsibility plan, when the Company funds the U.S. litigation escrow account, the value of the Company’s class B common stock is subject to dilution through a downward adjustment to the conversion rate of the shares of class B common stock to shares of class A common stock. Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. The deposit and recovery have the same economic effect on earnings per share as repurchasing the Company’s class A common stock, because it reduces the class B common stock and the series B and C preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count. See Note 5—U.S. and Europe Retrospective Responsibility Plans.
The following table presents the reduction in the number of as-converted class B common stock after deposit into the U.S. litigation escrow account for the nine months ended June 30, 2022. There was no comparable adjustment recorded for class B common stock for the nine months ended June 30, 2021.
Nine Months Ended
June 30, 2022
(in millions, except per share data)
Reduction in equivalent number of class A common stock4 
Effective price per share(1)
$205.06 
Deposits under the U.S. retrospective responsibility plan$850 
(1)Effective price per share is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation. Effective price per share for the fiscal year is calculated using the weighted-average effective prices of the respective adjustments made during the year.
The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments:
Nine Months Ended
June 30, 2022		Nine Months Ended
June 30, 2021
Series BSeries CSeries BSeries C
(in millions, except per share data)
Reduction in equivalent number of class A common stock1 — 
(1)
— 
(1)
— 
(1)
Effective price per share(2)
$203.08 $202.55 $220.84 $220.71 
Recovery through conversion rate adjustment
$135 $6 $35 $20 
(1)The reduction in equivalent number of shares of class A common stock was less than one million shares.
(2)Effective price per share for the quarter is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock. Effective price per share for each fiscal year is calculated using the weighted-average effective prices of the respective adjustments made during the year.
Common stock repurchases. The following table presents share repurchases in the open market:
Three Months Ended
June 30,		Nine Months Ended
June 30,
2022202120222021
(in millions, except per share data)
Shares repurchased in the open market(1)
12 10 46 27 
Average repurchase price per share(2)
$202.81 $227.11 $208.30 $213.02 
Total cost(2)
$2,433 $2,200 $9,486 $5,709 
(1)Shares repurchased in the open market reflect repurchases that settled during the three and nine months ended June 30, 2022 and 2021, respectively. All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share and total cost are calculated based on unrounded numbers.
In December 2021, the Company’s board of directors authorized a $12.0 billion share repurchase program (the “December 2021 Program”). Previously, in January 2021, the Company’s board of directors authorized an $8.0 billion share repurchase program. These authorizations have no expiration date. As of June 30, 2022, the Company’s repurchase program had remaining authorized funds of $7.3 billion. All share repurchase programs authorized prior to the December 2021 Program have been completed.
Dividends. The Company declared and paid dividends of $798 million and $698 million during the three months ended June 30, 2022 and 2021, respectively, and $2.4 billion and $2.1 billion during the nine months ended June 30, 2022 and 2021, respectively. On July 22, 2022, the Company’s board of directors declared a quarterly cash dividend of $0.375 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C preferred stock on an as-converted basis), which will be paid on September 1, 2022, to all holders of record as of August 12, 2022.