Visa 2008 Annual Report Download - page 153

Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2008
(in millions, except as noted)
Note 16—Stockholders' Equity and Redeemable Shares
Pursuant to the amended and restated certificate of incorporation, the Company has the following shares of preferred and common stock authorized,
issued and outstanding at September 30, 2008 (in whole numbers):
Par Value
Authorized Preferred
and Common Shares
Issued and
Outstanding
Shares
Preferred stock $ 0.0001 25,000,000 —
Common stock
Class A $ 0.0001 2,001,622,245,209 447,746,261
Class B(1) $ 0.0001 622,245,209 245,513,385
Class C (series I)(2) $ 0.0001 813,582,801 124,097,105
Class C (series II) $ 0.0001 218,582,801 79,748,857
Class C (series III) $ 0.0001 64,000,000 62,213,201
Class C (series IV) $ 0.0001 1,000,000 549,587
2,003,366,656,020 959,868,396
(1) The amount of class B common stock is net of 123,525,418 shares held by wholly-owned subsidiaries of the Company.
(2) Class C (series I) issued and outstanding shares are net of 525,443 shares issued which were returned to the Company in a special IPO dividend from a
cost method investee. These shares are included in treasury stock on the Company's consolidated balance sheets at September 30, 2008. See further
discussion below.
No shares were outstanding at September 30, 2007, as Visa U.S.A. was a non-stock corporation at September 30, 2007.
The 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. The shares of common stock participate ratably on
an as-converted basis, as discussed below, in dividends or distributions paid by the Company on the common stock, regardless of class or series.
Conversion
True-Up
In accordance with the terms of the restructuring agreement, dated as of June 15, 2007 and amended as of August 24, 2007, on March 17, 2008 all of
the Company's regional classes and series of common stock issued in the reorganization in October 2007 were converted into either class B or class C
common stock. In connection with this conversion, ownership was reallocated in order to reflect the relative contribution of the participating regions to the
Company's financial performance for the four quarters ended December 31, 2007. The conversion rates applied were based on the relative under- or over-
achievement (beyond certain percentage limits) of each participating region's net revenue targets for that period. The shares held by Visa Europe were not
subject to the true-up, but
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