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Stockholders' Equity | 12 Months Ended
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Sep. 30, 2024
Equity [Abstract] |
Stockholders' Equity | Note 15—Stockholders’ Equity As-converted class A common stock. The number of shares outstanding, and the number of shares of class A common stock on an as-converted basis were as follows:
| September 30,
| 2024 |  | 2023
| Shares Outstanding |  | Conversion Rate Into Class A Common Stock |  | As-converted Class A Common Stock(1) |  | Shares Outstanding |  | Conversion Rate Into Class A Common Stock |  | As-converted Class A Common Stock(1)
| (in millions, except conversion rate)
Series A preferred stock | — |  | (2) | 100.0000 |  |  | 9 |  |  | — |  | (2) | 100.0000 |  |  | 7 |
Series B preferred stock | 2 |  |  | 1.0030 |  |  | 2 |  |  | 2 |  |  | 2.9370 |  |  | 7 |
Series C preferred stock | 3 |  |  | 1.7860 |  |  | 6 |  |  | 3 |  |  | 3.6290 |  |  | 11 |
Class A common stock | 1,733 |  |  | — |  |  | 1,733 |  |  | 1,594 |  |  | — |  |  | 1,594 |
Class B-1 common stock | 5 |  |  | 1.5653 |  | (3) | 8 |  |  | 245 |  |  | 1.5875 |  | (3) | 390 |
Class B-2 common stock | 120 |  |  | 1.5430 |  | (3) | 186 |  |  | — |  | (4) | — |  |  | — |
Class C common stock | 10 |  |  | 4.0000 |  |  | 39 |  |  | 10 |  |  | 4.0000 |  |  | 38 |
Total |  |  |  |  | 1,983 |  |  |  |  |  |  | 2,047 |
(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers. (2)The number of shares outstanding was less than one million. (3)The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Conversion rates are presented on a rounded basis. (4)No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer. See class B-1 common stock exchange offer below for further details. Series A preferred stock issuance. In July 2024, the Company issued 99,264 shares of series A preferred stock in connection with the Eighth Anniversary Release. See Note 5—U.S. and Europe Retrospective Responsibility Plans. Reduction in as-converted shares. Under the terms of the U.S. retrospective responsibility plan, when the Company funds the U.S. litigation escrow account, the value of the Company’s class B-1 and B-2 common stock is subject to dilution through a downward adjustment to the rate at which shares of class B-1 and B-2 common stock ultimately convert into shares of class A common stock. See Note 5—U.S. and Europe Retrospective Responsibility Plans. The following table presents the reduction in the number of as-converted class B-1 and B-2 common stock after deposits into the U.S. litigation escrow account under the U.S. retrospective responsibility plan:
| For the Years Ended September 30,
| 2024 |  | 2023 |  | 2022
| (in millions, except per share data)
Reduction in equivalent number of class A common stock | 5 |  |  | 5 |  |  | 4 |
Effective price per share(1) | $ | 274.62 |  |  | $ | 221.33 |  |  | $ | 205.06 |
Deposits into the U.S. litigation escrow account | $ | 1,500 |  |  | $ | 1,000 |  |  | $ | 850 |
(1)Effective price per share for the period represents the weighted-average price calculated using the effective prices per share of the respective adjustments made during the period. Effective price per share for each adjustment is 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 current certificate of incorporation. Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock, and is required to undertake periodic release assessments following the anniversary of the Visa Europe acquisition to determine if value should be released from the series B and C preferred stock. The recovery and any releases of value have the same economic effect on earnings per share as repurchasing the Company’s class A common stock because it reduces the series B and C preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count. See Note 5—U.S. and Europe Retrospective Responsibility Plans. The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments and completed its Eighth Anniversary Release in fiscal 2024 and sixth anniversary release in fiscal 2022 (collectively, Anniversary Releases):
| For the Years Ended September 30,
| 2024 |  | 2023 |  | 2022
| Series B |  | Series C |  | Series B |  | Series C |  | Series B |  | Series C
| (in millions, except per share data)
Reduction in equivalent number of class A common stock | 5 |  |  | 6 |  |  | — |  | (1) | — |  | (1) | 8 |  |  | 10 |
Effective price per share(2) | $ | 272.89 |  |  | $ | 273.24 |  |  | $ | 219.12 |  |  | $ | 215.28 |  |  | $ | 197.93 |  |  | $ | 197.50 |
Recovery through conversion rate adjustment | $ | 161 |  |  | $ | 20 |  |  | $ | 19 |  |  | $ | 11 |  |  | $ | 135 |  |  | $ | 6 |
Anniversary Releases | $ | 1,149 |  |  | $ | 1,569 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,510 |  |  | $ | 1,982 |
(1)The reduction in equivalent number of shares of class A common stock was less than one million shares. (2)Effective price per share for the period represents the weighted-average price calculated using the effective price per share of the respective adjustments made during the period. Effective price per share for each adjustment is 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 current certificates of designations for its series B and C preferred stock. Common stock repurchases. The following table presents share repurchases in the open market:
| For the Years Ended September 30,
| 2024 |  | 2023 |  | 2022
| (in millions, except per share data)
Shares repurchased in the open market(1) | 64 |  |  | 55 |  |  | 56 |
Average repurchase cost per share(2) | $ | 266.24 |  |  | $ | 222.27 |  |  | $ | 206.47 |
Total cost(2) | $ | 16,958 |  |  | $ | 12,182 |  |  | $ | 11,589 |
(1)Shares repurchased in the open market are retired and constitute authorized but unissued shares. (2)Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. Shares repurchased in the open market include $90 million unsettled repurchases as of September 30, 2024. In October 2023 and 2022, the Company’s board of directors authorized share repurchase programs of $25.0 billion providing multi-year flexibility, and $12.0 billion, respectively. These authorizations have no expiration date. As of September 30, 2024, the Company’s share repurchase program had remaining authorized funds of $13.1 billion. All share repurchase programs authorized prior to October 2023 have been completed. Dividends. In fiscal 2024, 2023 and 2022, the Company declared and paid dividends of $4.2 billion, $3.8 billion and $3.2 billion, respectively. On October 29, 2024, the Company’s board of directors declared a quarterly cash dividend of $0.59 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on December 2, 2024, to all holders of record as of November 12, 2024. Capital stock authorized. As of September 30, 2024 and 2023, the Company was authorized to issue 25 million shares of preferred stock, of which the following series have been created and authorized: 4 million shares of series A preferred stock, 2 million shares of series B preferred stock and 3 million shares of series C preferred stock. As of September 30, 2024, the Company was authorized to issue 2.0 trillion shares of class A common stock, 499 million shares of class B-1 common stock, 123 million shares of class B-2 common stock, 61 million shares of class B-3 common stock, 31 million shares of class B-4 common stock, 15 million shares of class B-5 common stock and 1.1 billion shares of class C common stock. As of September 30, 2023, the Company was authorized to issue 2.0 trillion shares of class A common stock, 622 million shares of class B-1 common stock and 1.1 billion shares of class C common stock. Class B common stock. On January 23, 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation authorizing Visa to implement an exchange offer program that would have the effect of releasing transfer restrictions on portions of the Company’s class B common stock by allowing holders to exchange a portion of their outstanding shares of class B common stock for shares of freely tradeable class C common stock. The certificate of incorporation amendments automatically redenominated all shares of class B common stock outstanding at the amendment date as class B-1 common stock with no changes to the par value, conversion features, rights or privileges. All references to class B common stock outstanding prior to January 23, 2024 have been updated in this report to class B-1 common stock to reflect this redenomination. The amendments also authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a preceding class of B common stock is tendered in exchange and retired. The class B common stock is not convertible or transferable until the date on which all of the U.S. 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 (as defined in the certificate of incorporation) or similar person or an 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 U.S. 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 U.S. covered litigation and the release of funds remaining on deposit in the U.S. litigation escrow account to the Company resulting in a corresponding increase in the conversion rate. See Note 5—U.S. and Europe Retrospective Responsibility Plans. Class B-1 common stock exchange offer. On May 6, 2024, Visa accepted 241 million shares of class B-1 common stock tendered in the exchange offer. In exchange, on May 8, 2024, Visa issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock. The class B-1 common shares exchanged have been retired and constitute authorized but unissued shares. The conversion rate adjustments for the class B-2 common stock will have double the impact compared to conversion rate adjustments for the class B-1 common stock. Class C common stock. There are no existing transfer restrictions on class C common stock. Preferred stock. In connection with the Visa Europe acquisition, three series of preferred stock of the Company were created. Upon issuance, all of the preferred stock participate on an as-converted basis in regular quarterly cash dividends declared on the Company’s class A common stock. Preferred stock may be issued as redeemable or non-redeemable, and 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 series B and C preferred stock is convertible upon certain conditions into shares of class A common stock or series A preferred stock. The shares of series B and C preferred stock are subject to restrictions on transfer and may become convertible in stages based on developments in the VE territory covered litigation. The shares of series B and C preferred stock will become fully convertible on the 12th anniversary of the closing of the Visa Europe acquisition, subject only to a holdback to cover any then-pending claims. Upon any such conversion of the series B and C preferred stock (whether by such 12th anniversary, or thereafter with respect to claims pending on such anniversary), the conversion rate would be adjusted downward and the holder would receive either class A common stock or series A preferred stock (for those who are not eligible to hold class A common stock pursuant to the Company’s certificate of incorporation). The conversion rates may also be reduced from time to time to offset certain liabilities. The series A preferred stock, generally designed to be economically equivalent to the Company’s class A common stock, is freely transferable and each share of series A preferred stock will automatically convert into 100 shares of class A common stock upon a transfer to any holder that is eligible to hold class A common stock under the charter. See Note 5—U.S. and Europe Retrospective Responsibility Plans. Voting rights. The holders of the series B and C preferred stock have no right to vote on any matters, except for certain defined matters, including, in specified circumstances, any consolidation, merger, combination or similar transaction of the Company in which the preferred stockholders would either (i) receive shares of common stock or other equity securities of the Company with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock or (ii) receive securities, cash or other property that is different from what the Company’s class A common stockholders would receive. With respect to these limited matters on which the holders of preferred stock may vote, approval by the preferred stockholders requires the affirmative vote of the outstanding voting power of each such series of preferred stock, each such series voting as a single class. In either case, the series B and C preferred stockholders are entitled to cast a number of votes equal to the number of shares held by each such holder. Holders of the series A preferred stock, upon issuance at conversion, will have similar voting rights to the rights of the holders of the series B and C preferred stock. Class A common stockholders have the right to vote on all matters on which stockholders generally are entitled to vote. Class B and C common stockholders have no right to vote on any matters, except for certain defined matters, including (i) any decision to exit the core payments business, in which case the class B and C common stockholders will vote together with the class A common stockholders in a single class, (ii) in specified circumstances, any consolidation, merger, combination or similar transaction of the Company, in which case the class B and C common stockholders will vote together as a single class, and (iii) the approval of certain amendments to the Company’s certificate of incorporation, in which case class A, B and C common stockholders will vote as a separate class, including if such amendments affect the terms of class B or C common stock. In these cases, the class B and C common stockholders are entitled to cast a number of votes equal to the number of shares of class B or C common stock held multiplied by the applicable conversion rate in effect on the record date. Holders of the Company’s common stock have no right to vote on any amendment to the current certificate of incorporation that relates solely to any series of preferred stock.

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