Visa 2008 Annual Report Download - page 120

Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2008
(in millions, except as noted)
series of common stock reflecting the different rights and obligations of the Visa financial institution members and Visa Europe based on the geographic
region in which they are located. In addition to common stock, the Company provided other consideration, as more fully described in Note 4—Visa Europe, to
Visa Europe in exchange for its ownership interest in Visa International and Inovant.
At September 30, 2007, Visa U.S.A. held a 69% ownership interest in its consolidated subsidiary, Inovant, and an estimated 26% membership interest
in Visa International. The remaining 31% ownership interest in Inovant was held by Visa International, Visa Canada and Visa Europe. The remaining
estimated 74% membership interest in Visa International was held by Visa Europe, Visa Canada and the financial institution members of Visa AP, Visa LAC
and Visa CEMEA.
The reorganization was accounted for using the purchase method of accounting under the guidelines of SFAS No. 141 with Visa U.S.A. deemed to be
the accounting acquirer of the acquired interests. The net assets underlying the acquired interests were recorded at fair value at the reorganization date with the
excess purchase price over this value attributed to goodwill.
At the time of the reorganization, the allocation of the Company's common stock to each of Visa AP, Visa LAC, Visa CEMEA, Visa Canada
(collectively the "acquired regions") and Visa U.S.A. (collectively "the participating regions") was based on each entity's expected relative contribution to the
Company's projected net income for fiscal 2008, after giving effect to negotiated adjustments. The allocation of the Company's common stock and other
consideration conveyed to Visa Europe in exchange for its membership interest in Visa International and its ownership interest in Inovant was determined
based on the fair value of each element exchanged in the reorganization. To effect the reorganization and in exchange for the interests held in Visa U.S.A.,
Visa International, Visa Canada and Inovant, the Company authorized and issued to Visa Europe and the financial institution member groups of the
participating regions the following shares of common stock (in whole numbers):
Regional Classes and Series of Common Stock
Shares Issued
in the
Reorganization
Class USA 426,390,481
Class EU (series I) 62,213,201
Class EU (series II) 27,904,464
Class EU (series III) 549,587
Class Canada 22,034,685
Class AP 119,100,481
Class LAC 80,137,915
Class CEMEA 36,749,698
775,080,512
119