Visa 2009 Annual Report Download - page 105

Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2009
(in millions, except as noted)
Special IPO Cash and Stock Dividends Received from Cost Method Investees
Several of the Company's cost method investees are also holders of class C common stock and elected to declare a special cash dividend to return to
their owners on a pro rata basis, the proceeds received as a result of the redemption of a portion of their class C common stock. As a result of the Company's
ownership interest in these cost method investees, the Company recorded approximately $2 million and $29 million of special dividends from these investees
during fiscal 2009 and 2008, respectively. In addition, the Company received 24,449 and 525,443 shares of its own class C common stock during fiscal 2009
and 2008, respectively, from similar cost method investees and recorded $1 million and $35 million, respectively, as treasury stock.
These special cash and stock dividends are recorded as an increase in additional paid-in capital, net of tax, and are not recorded as income in the
consolidated statements of operations as they represent the same redemption proceeds and shares issued by the Company as part of the reorganization. Any
value recorded upon their return would be the result of appreciation in the Company's own stock, which is therefore not recorded as income. The value of the
treasury stock was calculated based on other class C common stock transactions by other class C stockholders with unrelated third parties. In fiscal 2009, the
Company retired the 525,443 shares of treasury stock received during fiscal 2008.
Preferred Stock
Preferred stock may be issued as redeemable or non-redeemable, and it has preference over any class or series of common stock with respect to the
payment of dividends and distribution of the Company's assets in the event of a liquidation or dissolution.
Voting Rights
The holders of class A common stock have the right to vote on all matters on which stockholders generally are entitled to vote. All holders of class B
and class C common stock have no right to vote on any matters, except for certain defined matters, including any consolidation, merger, combination or any
decision to exit the core payments business, in which the holders of class B and class C common stock are entitled to cast a number of votes equal to the
number of shares of class B or class C common stock held multiplied by the applicable conversion rate in effect on the record date.
Dividends Declared
On October 20, 2009, the Company's board of directors declared a dividend in the aggregate amount of $0.125 per share of class A common stock
(determined in the case of class B and class C common stock on an as-converted basis) to be paid on December 1, 2009 to all holders of record of the
Company's class A, class B and class C common stock as of November 16, 2009. The Company declared and paid dividends in the aggregate amount of $0.42
per share in fiscal 2009.
Note 16—Net Income Per Share
Basic net income per share is computed for each class and series of common stock outstanding during the period by dividing net income available to
each class and series by the weighted average number of common stock outstanding during the period. Prior to the IPO, net income was allocated to
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