Stockholders' Equity

3 Months Ended

Dec. 31, 2021

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:

	December 31, 2021					September 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 stock	2		6.2710		16	2		6.3210		16
Series C preferred stock	3		6.8290		22	3		6.8340		22
Class A common stock(3)	1,661		—		1,661	1,677		—		1,677
Class B common stock	245		1.6181	(4)	397	245		1.6228	(4)	398
Class C common stock	10		4.0000		40	10		4.0000		41
Total					2,142					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 December 31, 2021 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.

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 three months ended December 31, 2021. There was no comparable adjustment recorded for class B common stock for the three months ended December 31, 2020.

	Three Months Ended December 31, 2021
	(in millions, except per share data)
Reduction in equivalent number of class A common stock	1
Effective price per share(1)	$	217.61
Deposits under the U.S. retrospective responsibility plan	$	250

(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.

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:

	Three Months Ended December 31, 2021						Three Months Ended December 31, 2020
	Series B			Series C			Series B			Series C
	(in millions, except per share data)
Reduction in equivalent number of class A common stock	—		(1)	—		(1)	—		(1)	—		(1)
Effective price per share(2)	$	201.68		$	201.68		$	209.89		$	209.89
Recovery through conversion rate adjustment	$	26		$	3		$	9		$	6

(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 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 December 31,
	2021		2020
	(in millions, except per share data)
Shares repurchased in the open market(1)	19		9
Average repurchase price per share(2)	$	210.32	$	201.73
Total cost(2)	$	4,104	$	1,796

(1)Shares repurchased in the open market reflect repurchases that settled during the three months ended December 31, 2021 and 2020, 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 new $12.0 billion share repurchase program. Previously, in January 2021, the Company’s board of directors authorized an $8.0 billion share repurchase program (the “January 2021 Program”). These authorizations have no expiration date. As of December 31, 2021, the Company’s repurchase programs had remaining authorized funds of $12.7 billion. All share repurchase programs authorized prior to the January 2021 Program have been completed.

Dividends. On January 25, 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 March 1, 2022, to all holders of record as of February 11, 2022. The Company declared and paid dividends of $809 million and $703 million during the three months ended December 31, 2021 and 2020, respectively.