Visa 2012 Annual Report Download - page 96

Table of Contents VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2012
Class B Common Stock.
The class B common stock is not convertible or transferable until the date on which all of the covered
litigation has been finally resolved. This transfer restriction is subject to limited exceptions, including transfers to other holders of
class B common stock. After termination of the restrictions, the class B common stock will be convertible into class A common stock
if transferred to a person that was not a Visa member or similar person or affiliate of a Visa member or similar person. Upon such
transfer, each share of class B common stock will automatically convert into a number of shares of class A common stock based
upon the applicable conversion rate in effect at the time of such transfer.
Adjustment of the conversion rate occurs upon: (i) the completion of any follow-on offering of class A common stock
completed to increase the size of the litigation escrow account (or any cash deposit by the Company in lieu thereof) resulting in a
further corresponding decrease in the conversion rate; or (ii) the final resolution of the covered litigation and the release of funds
remaining on deposit in the litigation escrow account to the Company resulting in a corresponding increase in the conversion rate.
Class C Common Stock. As of September 30, 2012 , all of the shares of class C common stock have been released from
transfer restrictions, and 121 million shares have been converted from class C to class A common stock upon their sale into the
public market.
Preferred Stock. Preferred stock may be issued as redeemable or non-redeemable, and it has preference over any class 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. The Company had no shares of preferred stock outstanding during and at the end of fiscal 2012 , 2011 and 2010 .
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 case 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 24, 2012 , the Company’s board of directors declared a quarterly cash dividend of $0.33 per
share of class A common stock (determined in the case of class B and class C common stock on an as-
converted basis), which will
be paid on December 4, 2012 , to all holders of record of the Company’s class A, class B and class C common stock as of
November 16, 2012 . The Company declared and paid $595 million in dividends in fiscal 2012 at a quarterly rate of $0.22 per
share.
Note 16—Earnings Per Share
The following table presents basic and diluted earnings per share for fiscal 2012 .
93
(1)
Effective price per share 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 amended and restated certificate of incorporation.