Stockholders' Equity

6 Months Ended

Mar. 31, 2017

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 9—Stockholders' Equity

As-Converted Class A Common Stock. The number of shares of each series and class and the number of shares of class A common stock on an as-converted basis at March 31, 2017, are as follows:

(in millions, except conversion rates)	Shares Outstanding	Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock(1)
U.K.&I preferred stock	2	13.3880		33
Europe preferred stock	3	13.9480		44
Class A common stock (2)	1,847	—		1,847
Class B common stock	245	1.6483	(3)	405
Class C common stock	14	4.0000		55
Total				2,384

⁽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⁾  Class A common stock shares outstanding exclude repurchases traded but not yet settled on or before March 31, 2017.

⁽³⁾  The class B to class A common stock conversion rate is presented on a rounded basis. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.

During the three months ended March 31, 2017, the newly-formed Visa Foundation received all Visa Inc. shares that were previously recorded as treasury stock. See Note 12—Income Taxes.

Reduction in as-converted shares. During the six months ended March 31, 2017, total as-converted class A common stock was reduced by 43 million shares at an average price of $83.64 per share. Of the 43 million shares, 41 million were repurchased in the open market using $3.5 billion of operating cash on hand. Additionally, the Company recovered $120 million of VE territory covered losses in accordance with the Europe retrospective responsibility plan. The recovery has the same economic effect on earnings per share as repurchasing the Company's class A common stock, because it reduces the U.K.&I. and Europe preferred stock conversion rates and consequently the as-converted class A common stock share count. See Note 3—U.S. and Europe Retrospective Responsibility Plans.

The following table presents share repurchases in the open market.⁽¹⁾ 

(in millions, except per share data)	Three Months Ended March 31, 2017		Six Months Ended March 31, 2017
Shares repurchased in the open market (2)	18		41
Average repurchase price per share (3)	$	88.45	$	83.59
Total cost	$	1,576	$	3,469

⁽¹⁾   Shares repurchased in the open market reflect repurchases settled during the three and six months ended March 31, 2017. These amounts include repurchases traded but not yet settled on or before September 30, 2016 for the six months, or December 31, 2016 for the three months, and exclude repurchases traded but not yet settled on or before March 31, 2017.

⁽²⁾  All shares repurchased in the open market have been retired and constitute authorized but unissued shares.

⁽³⁾  Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.

As of March 31, 2017, the Company's July 2016 share repurchase program had remaining authorized funds of $2.3 billion for share repurchase. All share repurchase programs authorized prior to July 2016 have been completed. In April 2017, the Company's board of directors authorized an additional $5.0 billion share repurchase program.

Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through a periodic adjustment to the class A common stock conversion rates applicable to the U.K.&I. and Europe preferred stock. See Note 3—U.S. and Europe Retrospective Responsibility Plans.

The following table presents as-converted U.K.&I. and Europe preferred stock, after the Company recovered VE territory covered losses through a conversion rate adjustment, for the three and six months ended March 31, 2017.

	Three and Six Months Ended March 31, 2017
(in millions, except per share and conversion rate data)	U.K.&I. Preferred Stock		Europe Preferred Stock
Reduction in equivalent number of shares of class A common stock	1		—		(1)
Effective price per share (2)	$	85.01	$	85.01
Recovery through conversion rate adjustment	$	119	$	1
Conversion rate of preferred stock to class A common stock after adjustment	13.388		13.948
As-converted preferred stock after recovery	33		44

⁽¹⁾  The reduction in equivalent number of shares of class A common stock was less than one million shares.

⁽²⁾  Effective price per share 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 convertible participating preferred stock.

Dividends. In April 2017, the Company’s board of directors declared a quarterly cash dividend of $0.165 per share of class A common stock (determined in the case of class B and C common stock and U.K.&I and Europe preferred stock on an as-converted basis). The cash dividend will be paid on June 6, 2017, to all holders of record of the Company's common and preferred stock as of May 19, 2017. The Company declared and paid $396 millionand$795 million in dividends to holders of the Company's common stock during the three and six months ended March 31, 2017.