8-KOther EventsExhibits & Filings

VISA INC. 8-K Report, Corporate Update (Oct 12, 2010)

Filed October 12, 2010For Securities:V

Summary

Visa Inc. (V) filed an 8-K on October 12, 2010, detailing a significant event related to its retrospective responsibility plan and share repurchase activities. The company deposited $800 million into a litigation escrow account on October 8, 2010, which effectively acted as a repurchase of approximately 10.99 million shares of Class A common stock on an as-converted basis. This action, governed by the company's charter and calculated based on a 13-day volume-weighted average price, adjusted the conversion rate for Class B common stock. Furthermore, Visa announced the completion of its $1 billion share repurchase program authorized in October 2009. In the fourth quarter of fiscal year 2010, the company bought back 4.6 million shares of Class A common stock, contributing to a total of 12.9 million shares repurchased under the full plan. These actions reflect a commitment to returning capital to shareholders and managing its share structure.

Key Highlights

  • 1Visa deposited $800 million into its litigation escrow account on October 8, 2010, as part of its retrospective responsibility plan.
  • 2This deposit effectively resulted in the repurchase of approximately 10,997,507 shares of Class A common stock on an as-converted basis.
  • 3The effective repurchase price was approximately $72.74 per share, based on a 13-day volume-weighted average price.
  • 4The conversion rate for Visa's Class B common stock was reduced from 0.5550 to 0.5102 as a result of the deposit.
  • 5Visa announced the completion of its $1 billion share repurchase program authorized in October 2009.
  • 6In Q4 FY2010, 4.6 million shares of Class A common stock were repurchased at an average price of $72.29.
  • 7Under the full $1 billion plan, a total of 12.9 million shares of Class A common stock were repurchased.

Frequently Asked Questions

The $800 million deposit is a key component of Visa's retrospective responsibility plan and effectively acts as a repurchase of its Class A common stock on an as-converted basis. This action reduces the number of Class B shares that can be converted, impacting the company's outstanding share count and potential dilution.

The repurchase price of approximately $72.74 per share was determined in accordance with Visa's certificate of incorporation, using the volume-weighted average price over a 13-day pricing period from September 21, 2010, to October 7, 2010.

The deposit and the associated share repurchase have caused the conversion rate applicable to Visa's Class B common stock to decrease from 0.5550 to 0.5102. This means fewer shares of Class A stock will be issued upon conversion of Class B stock going forward.

Yes, Visa announced that it has successfully completed its $1 billion share repurchase program that was authorized in October 2009. This involved repurchasing a total of 12.9 million shares of Class A common stock over the life of the program.