Stockholders' Equity

3 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 8—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, 2022					September 30, 2022
	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		11	—	(2)	100.0000		16
Series B preferred stock	2		2.9580		7	2		2.9710		7
Series C preferred stock	3		3.6340		11	3		3.6450		12
Class A common stock(3)	1,626		—		1,626	1,635		—		1,635
Class B common stock	245		1.5991	(4)	393	245		1.6059	(4)	394
Class C common stock	10		4.0000		39	10		4.0000		39
Total					2,087					2,103

(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, 2022 and September 30, 2022.

(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. 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, 2022 and 2021.

	Three Months Ended December 31,
	2022		2021
	(in millions, except per share data)
Reduction in equivalent number of class A common stock	2		1
Effective price per share(1)	$	209.14	$	217.61
Deposits under the U.S. retrospective responsibility plan	$	350	$	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, 2022						Three Months Ended December 31, 2021
	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)	$	211.34		$	211.34		$	201.68		$	201.68
Recovery through conversion rate adjustment	$	7		$	7		$	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.

Common stock repurchases. The following table presents share repurchases in the open market:

	Three Months Ended December 31,
	2022		2021
	(in millions, except per share data)
Shares repurchased in the open market(1)	16		19
Average repurchase price per share(2)	$	197.69	$	210.32
Total cost(2)	$	3,115	$	4,104

(1)Shares repurchased in the open market reflect repurchases that settled during the three months ended December 31, 2022 and 2021. 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 October 2022, the Company’s board of directors authorized a $12.0 billion share repurchase program. Previously, in December 2021, the Company’s board of directors authorized a $12.0 billion share repurchase program (December 2021 Program). These authorizations have no expiration date. As of December 31, 2022, the Company’s repurchase programs had remaining authorized funds of $14.1 billion. All share repurchase programs authorized prior to the December 2021 Program have been completed.

Dividends. The Company declared and paid dividends of $945 million and $809 million during the three months ended December 31, 2022 and 2021, respectively. On January 24, 2023, the Company’s board of directors declared a quarterly cash dividend of $0.45 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, 2023, to all holders of record as of February 10, 2023.