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Table of Contents VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2012
The number of shares of each class and the number of shares of class A common stock on an as-converted basis at
September 30, 2012 , are as follows:
Reduction in as-converted shares. During fiscal 2012 , total as-converted class A common stock was reduced by 22.8 million
shares, using $2.4 billion of operating cash on hand. Of the $2.4 billion , $710 million was used to repurchase class A common
stock in the open market. In addition, the Company made deposits totaling $1.7 billion of operating cash into the litigation escrow
account previously established under the retrospective responsibility plan. These deposits have the same economic effect on
earnings per share as repurchasing the Company's class A common stock, because they reduce the class B conversion rate and
consequently the as-converted class A common stock share count.
In July 2012 , the Company's board of directors authorized a $1 billion share repurchase program to be in effect through July
2013 . As of September 30, 2012 , the program had remaining authorized funds of $865 million . In October 2012 , the Company's
board of directors authorized an additional $1.5 billion share repurchase program to be in effect through October 2013 . All share
repurchase programs authorized prior to July 2012 have been completed.
The following table presents share repurchases in the open market during the following fiscal years:
Under the terms of the retrospective responsibility plan, when the Company makes a deposit into the litigation escrow
account, the shares of class B common stock are subject to dilution through an adjustment to the conversion rate of the shares of
class B common stock to shares of class A common stock.
The following table presents as-converted class B common stock after deposits into the litigation escrow account:
92
(in millions except conversion rate) Shares
Outstanding
Conversion
Rate Into
Class A
Common
Stock
As-converted
Class A Common
Stock
(1)
Class A common stock 535
—
535
Class B common stock 245
0.4206
103
Class C common stock 31
1.0000
31
Total
668
(1)
Figures may not sum due to rounding. As-
converted class A common stock count is calculated based on whole numbers.
(in millions, except per share data) 2012
2011
Shares repurchased in the open market
(1)
6.2
26.6
Weighted-average repurchase price per share
$
114.87
$
76.08
Total cost
$
710
$
2,024
(1)
All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
Fiscal 2012
Fiscal 2011
(in millions, except per share and conversion data) July 2012
December
2011
March
2011
October
2010
Deposits under the retrospective responsibility plan
$
150
$
1,565
$
400
$
800
Effective price per share
(1)
$
125.50
$
101.75
$
73.81
$
72.74
Reduction in equivalent number of shares of class A common stock
1.2
15.4
5.4
11.0
Conversion rate of class B common stock to class A common stock after
deposits
0.4206
0.4254
0.4881
0.5102
As-converted class B common stock after deposits
103
104
120
125