Stockholders' Equity

9 Months Ended

Jun. 30, 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 June 30, 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	13.0770		32
Europe preferred stock	3	13.9480		44
Class A common stock (2)	1,832	—		1,832
Class B common stock	245	1.6483	(3)	405
Class C common stock	13	4.0000		53
Total				2,366

⁽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 June 30, 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 nine months ended June 30, 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 nine months ended June 30, 2017, total as-converted class A common stock was reduced by 62 million shares at an average price of $86.63 per share. Of the 62 million shares, 60 million were repurchased in the open market using $5.2 billion of operating cash on hand. Additionally, the Company recovered $191 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 June 30, 2017		Nine Months Ended June 30, 2017
Shares repurchased in the open market (2)	18		60
Average repurchase price per share (3)	$	93.43	$	86.59
Total cost	$	1,701	$	5,170

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

In April 2017, the Company's board of directors authorized an additional $5.0 billion share repurchase program. As of June 30, 2017, the Company's July 2016 and April 2017 share repurchase programs had remaining authorized funds of $5.6 billion for share repurchase. All share repurchase programs authorized prior to July 2016 have been completed.

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 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 conversion rate adjustments, for the three and nine months ended June 30, 2017. There was no comparable adjustment recorded for Europe Preferred Stock during the three months ended June 30, 2017.

	U.K.&I Preferred Stock				Europe Preferred Stock
(in millions, except per share and conversion rate data)	Three Months Ended June 30, 2017		Nine Months Ended June 30, 2017		Nine Months Ended June 30, 2017
Reduction in equivalent number of shares of class A common stock	1		2		—		(1)
Effective price per share (2)	$	92.38	$	88.70	$	85.01
Recovery through conversion rate adjustment	$	71	$	190	$	1

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

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

Dividends. In July 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 September 5, 2017, to all holders of record of the Company's common and preferred stock as of August 18, 2017. The Company declared and paid $394 millionand$1.2 billion in dividends to holders of the Company's common stock during the three and nine months ended June 30, 2017, respectively.