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Stockholders' Equity
6 Months Ended
Mar. 31, 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:
March 31, 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 
Series B preferred stock2 6.2710 16 6.3210 16 
Series C preferred stock3 6.8290 22 6.8340 22 
Class A common stock(3)
1,648 1,648 1,677 — 1,677 
Class B common stock245 1.6181 
(4)
397 245 1.6228 
(4)
398 
Class C common stock10 4.0000 40 10 4.0000 41 
Total2,129 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 March 31, 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.
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 six months ended March 31, 2022. There was no comparable adjustment recorded for class B common stock for the six months ended March 31, 2021.
Six Months Ended
March 31, 2022
(in millions, except per share data)
Reduction in equivalent number of class A common stock1 
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:
Six Months Ended
March 31, 2022
Six Months Ended
March 31, 2021
Series BSeries CSeries BSeries 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 $$
(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
March 31,
Six Months Ended
March 31,
2022202120222021
(in millions, except per share data)
Shares repurchased in the open market(1)
15 34 17 
Average repurchase price per share(2)
$210.18 $208.65 $210.26 $205.05 
Total cost(2)
$2,949 $1,713 $7,053 $3,509 
(1)Shares repurchased in the open market reflect repurchases that settled during the three and six months ended March 31, 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 March 31, 2022, the Company’s repurchase program had remaining authorized funds of $9.8 billion. All share repurchase programs authorized prior to the December 2021 Program have been completed.
Dividends. The Company declared and paid dividends of $802 million and $701 million during the three months ended March 31, 2022 and 2021, respectively, and $1.6 billion and $1.4 billion during the six months ended March 31, 2022 and 2021, respectively. On April 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 June 1, 2022, to all holders of record as of May 13, 2022.