Visa 2010 Annual Report Download - page 111

Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2010
(in millions, except as noted)
account. Further 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 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 escrow account to the Company resulting in a
corresponding increase in the conversion rate. The adoption of the Fifth Amended and Restated Certificate of Incorporation in December 2008 provides the
Company greater flexibility to fund the escrow account, which the Company has done with various deposits into the escrow account during fiscal 2010 and
2009. The conversion rate applicable to class B common stock outstanding at September 30, 2010 is 0.5550 share of class A common stock, per class B
common stock.
Subsequent to the fiscal 2010 year end, on October 8, 2010, the Company funded the escrow account with an additional $800 million, which further
reduced the conversion rate applicable to class B common stock outstanding from 0.5550 to 0.5102 share of class A common stock per share of class B
common stock. This funding had the effect of a repurchase by the Company of the equivalent of approximately 11 million shares of class A common stock.
See Note 4—Retrospective Responsibility Plan.
After giving effect to the October 2010 escrow funding and the corresponding reduction in the conversion rate applicable to class B common stock
outstanding, the number of shares of each class and the number of shares of class A common stock outstanding, on an as-converted basis, are as follows:
(in millions except
conversion rate)
Shares Outstanding
at September 30,
2010
Conversion
Rate Into
Class A
Common
Stock
Class A
Common
Stock As
Converted at
September 30,
2010(1)
After giving effect to the
October 2010 escrow
account funding
Conversion
Rate Into
Class A
Common
Stock
Class A
Common
Stock As
Converted(1)
Class A common stock 493 — 493 — 493
Class B common stock 245 0.5550 136 0.5102 125
Class C common stock 97 1.0000 97 1.0000 97
727 716
(1) Figures may not sum due to rounding. As-converted class A common stock count calculated based on whole numbers.
Accelerated Class C Share Release Program. On April 27, 2009, the Company's board of directors approved a program in which holders of class C
common stock were permitted to liquidate up to 30% of their class C common stock between July 1, 2009 and September 30, 2009, subject to certain terms
and conditions. Under this program, 40 million shares of class C common stock were released from transfer restrictions. On January 21, 2010, the Company's
board of directors approved a second class C share release program in which the number of shares released from transfer restrictions for any holders of class C
common stock was the greater of (a) 50% of the restricted shares of class C common stock held by that stockholder as of March 1, 2010, and (b) 5,000 shares
of
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