Note 16—Earnings Per Share

Basic earnings per share is computed by dividing net income available to each class and series by the weighted-average number of shares of common stock outstanding and participating securities in the form of unvested restricted stock awards and unvested restricted stock units during the period. Net income is allocated to each class and series of common stock based on its proportional ownership on an as-converted basis. The weighted number of shares of each class and series of common stock outstanding reflects changes in ownership over the periods. See Note 15—Stockholders’ Equity.

Diluted earnings per share is computed by dividing net income available by the weighted-average number of shares of common stock outstanding, participating securities in the form of unvested restricted stock awards and unvested restricted stock units and, if dilutive, potential class A common stock equivalent shares outstanding during the period, consisting of: (1) shares of class A common stock issuable upon the conversion of class B and class C common stock based on the conversion rate in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options and the assumed vesting of unearned performance shares.

The following table presents basic and diluted earnings per share for fiscal 2011.


	Basic Earnings Per Share							Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)			Earnings per Share = (A)/(B)⁽¹⁾
*Common Stock:*
Class A	$	2,638			509	$	5.18	$	3,650			707	⁽²⁾	$	5.16
Class B		636	⁽³⁾		245		2.59		633	⁽³⁾		245			2.58
Class C		364			70		5.18		363			70			5.16
Participating securities⁽⁴⁾		12			Not presented		Not presented		12			Not presented			Not presented

Net income attributable to Visa Inc.		$3,650

The following table presents basic and diluted earnings per share for fiscal 2010.


	Basic Earnings Per Share							Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)			Earnings per Share = (A)/(B)⁽¹⁾
*Common Stock:*
Class A	$	1,940			482	$	4.03	$	2,966			739	⁽²⁾	$	4.01
Class B		566	⁽³⁾		245		2.31		565	⁽³⁾		245			2.30
Class C		451			112		4.03		449			112			4.01
Participating securities⁽⁴⁾		9			Not presented		Not presented		9			Not presented			Not presented

Net income attributable to Visa Inc.		$2,966

The following table presents basic and diluted earnings per share for fiscal 2009.


	Basic Earnings Per Share							Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)			Earnings per Share = (A)/(B)⁽¹⁾
*Common Stock Redeemed October 10, 2008:*
Class C (series II) and class C (series III)⁽⁵⁾	$	4			Not presented		Not presented	$	4			Not presented			Not presented
*Common Stock:*
Class A		1,397			451		3.10		2,350			759	⁽²⁾		3.10
Class B		485	⁽³⁾		245		1.98		485	⁽³⁾		245			1.98
Class C		460			148		3.10		459			148			3.10
Participating securities⁽⁴⁾		7			Not presented		Not presented		7			Not presented			Not presented

Net income attributable to Visa Inc.	$	2,353

⁽¹⁾	Earnings per share calculated based on whole numbers, not rounded numbers.

⁽²⁾

The computation of weighted-average dilutive shares outstanding included the effect of 3 million dilutive shares of outstanding stock awards for fiscal 2011, and 2 million for fiscal 2010 and 2009, respectively. The computation excluded stock options to purchase approximately $2 million, 3 million and less than 1 million shares of common stock for fiscal 2011, 2010 and 2009, respectively, because their effect would have been anti-dilutive.

⁽³⁾

Net income attributable to Visa Inc. is allocated to each class of common stock on an as-converted basis. The weighted average numbers of shares of as-converted class B common stock used in the income allocation were 123 million, 141 million and 157 million for fiscal 2011, 2010 and 2009, respectively.

(4)	Participating securities are unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, such as the Company’s restricted stock awards, restricted stock units and earned performance-based shares.

(5)	Net income attributable to Visa Inc. was allocated to the shares of redeemed common stock for the period during which they were outstanding.