Stockholders' Equity

9 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

Note 9—Stockholders’ Equity

As-converted class A common stock. The following table⁽¹⁾ presents number of shares of each series and class and the number of shares of class A common stock on an as-converted basis:



	June 30, 2019					September 30, 2018
	Shares Outstanding	Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock⁽²⁾		Shares Outstanding	Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock⁽²⁾
	(in millions, except conversion rates)
UK&I preferred stock	2	12.9360		32	⁽³⁾	2	12.9550		32	⁽³⁾
Europe preferred stock	3	13.8840		44	⁽³⁾	3	13.8880		44	⁽³⁾
Class A common stock⁽⁴⁾	1,729	—		1,729		1,768	—		1,768
Class B common stock	245	1.6298	⁽⁵⁾	400		245	1.6298	⁽⁵⁾	400
Class C common stock	12	4.0000		46		12	4.0000		47
Total				2,251					2,291


⁽¹⁾	Figures in the table may not recalculate exactly due to rounding.


⁽²⁾	As-converted class A common stock is calculated based on unrounded numbers.


⁽³⁾	The reduction in equivalent number of shares of class A common stock was less than one million shares during the nine months ended June 30, 2019.


⁽⁴⁾	Class A common stock shares outstanding reflect repurchases settled on or before June 30, 2019 and September 30, 2018.


⁽⁵⁾	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.

Reduction in as-converted shares. 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 UK&I and Europe preferred stock. The recovery has the same economic effect on earnings per share as repurchasing the Company’s class A common stock, because it reduces the UK&I and Europe preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count.

The following table presents effective price per share and recovery of VE territory covered losses through conversion rate adjustments:



	Nine Months Ended June 30, 2019				Twelve Months Ended September 30, 2018
	Preferred Stock
	UK&I		Europe		UK&I		Europe
	(in millions, except per share data)
Effective price per share⁽¹⁾	$	141.32	$	150.26	$	113.05	$	112.92
Recovery through conversion rate adjustment	$	6	$	2	$	35	$	21

⁽¹⁾

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 convertible participating preferred stock. Effective price per share for the nine months ended June 30, 2019 and fiscal 2018 is calculated using the weighted-average effective prices of the respective adjustments made during the year.

Common stock repurchases. The following table⁽¹⁾ presents share repurchases in the open market for the following periods:



	Three Months Ended June 30,				Nine Months Ended June 30,
	2019		2018		2019		2018
	(in millions, except per share data)
Shares repurchased in the open market⁽²⁾	13		14		44		47
Average repurchase price per share⁽³⁾	$	162.97	$	128.80	$	147.66	$	119.29
Total cost	$	2,149	$	1,754	$	6,480	$	5,604

⁽¹⁾

Figures in the table may not recalculate exactly due to rounding. Shares repurchased in the open market reflect repurchases settled during the three and nine months ended June 30, 2019 and 2018. These amounts include repurchases traded but not yet settled on or before September 30, 2018 and 2017 for nine months, respectively, and March 31, 2019 and 2018 for three months, respectively. Also, these amounts exclude repurchases traded but not yet settled on or before June 30, 2019 and 2018, respectively.


⁽²⁾	All shares repurchased in the open market have been retired and constitute authorized but unissued shares.


⁽³⁾	Average repurchase price per share is calculated based on unrounded numbers.

In January 2019, the Company’s board of directors authorized an additional $8.5 billion share repurchase program. As of June 30, 2019, the Company’s January 2019 share repurchase program had remaining authorized funds of $6.2 billion for share repurchase. All share repurchase programs authorized prior to January 2019 have been completed.

Dividends. On July 15, 2019, the Company’s board of directors declared a quarterly cash dividend of $0.25 per share of class A common stock (determined in the case of class B and C common stock and UK&I and Europe preferred stock on an as-converted basis). The cash dividend will be paid on September 3, 2019, to all holders of record as of August 16, 2019. The Company declared and paid $565 million and $487 million during the three months ended June 30, 2019 and 2018, respectively, and $1.7 billion and $1.4 billion during the nine months ended June 30, 2019 and 2018, respectively, in dividends to holders of the Company’s common and preferred stocks.