What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2020-11-19 compared with 2019-11-14 · 34 added, 19 removed, 66 unchanged (45% of the section changed)

5 unchanged sentences

There were 1,309 and 467 holders of record of our class B and C common stock, respectively, as of November 13, 2020.

On October 22, 2019 , our board of directors declared a quarterly cash dividend of $0.30 per share of class A common stock (determined in the case of class B and C common stock and series B and C preferred stock on an as-converted basis) payable on December 3, 2019 , to holders of record as of November 15, 2019 of our common and preferred stock.

On October 23, 2020, our board of directors declared a quarterly cash dividend of $0.32 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C preferred stock on an as-converted basis) payable on December 1, 2020, to holders of record as of November 13, 2020 of our common and preferred stock.

Subject to legally available funds, we expect to continue paying quarterly cash dividends on our outstanding common and preferred stock in the future.

2 unchanged sentences

The table below sets forth our purchases of common stock during the quarter ended September 30, 2020:

Total Number Of

Shares Purchased

Average Price Paid

Total Number Of

Period Total Number of

Shares Purchased Average Purchase Price

per Share Total Number of

Shares Purchased

5 unchanged sentences

Programs (1),(2)

(in millions, except per share data)

July 1-31, 2020 2 $ 192.83 2 $ 6,646

5,502,430,029

August 1-31, 2020 2 $ 195.97 2 $ 6,153

4,786,268,909

September 1-30, 2020 4 $ 201.33 4 $ 5,389

3,995,051,745

Total 8 $ 197.73 8

(1) The figures in the table reflect transactions according to the trade dates.

4 unchanged sentences

All share repurchase programs authorized prior to January 2020 have been completed.

Table of Content s

EQUITY COMPENSATION PLAN INFORMATION

3 unchanged sentences

For a description of the awards issued under the EIP and the ESPP, see Note 17—Share-based Compensation to our consolidated financial statements included in Item 8—Financial Statements and Supplementary Data of this report.

Plan Category

Plan Category (a)

Number Of Shares

of Class A Common Stock Issuable Upon Exercise of

Outstanding Options And Rights

Weighted-Average Exercise Price Of

Outstanding Options And Rights Weighted-Average Exercise Price of

Outstanding Options

5 unchanged sentences

Reflected In Column (a))

(in millions, except per weighted-average exercise price)

Equity compensation plans approved by stockholders

The maximum number of shares issuable as of September 30, 2019 consisted of 5,714,658 outstanding options, 5,166,759 outstanding restricted stock units and 1,070,690 outstanding performance shares under the EIP and 378,611 purchase rights outstanding under the ESPP.

(1) The maximum number of shares issuable as of September 30, 2020 consisted of 6 million outstanding options, 5 million outstanding restricted stock units and 1 million outstanding performance shares under the EIP and less than 1 million outstanding purchase rights under the ESPP.

(2) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding restricted stock units and performance shares, which have no exercise price.

1 unchanged sentence

(3) As of September 30, 2020, 139 million shares and 16 million shares remain available for issuance under the EIP and the ESPP, respectively.

Table of Content s

Selected Financial Data

2 unchanged sentences

The data below should be read in conjunction with Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8—Financial Statements and Supplementary Data of this report.

Selected Financial Data

For the Years Ended September 30,

Statement of Operations Data :

2020 2019 2018 2017 2016

(in millions, except per share data)

Statement of Operations:

$ 21,846 $ 22,977 $ 20,609 $ 18,358 $ 15,082

Operating expenses

$ 7,765 $ 7,976 $ 7,655 $ 6,214 $ 7,199 (1)

Operating income

$ 14,081 $ 15,001 $ 12,954 $ 12,144 $ 7,883

$ 12,080 $ 10,301 (3)

Basic earnings per share—class A common stock

$ 4.90 $ 5.32 $ 4.43 $ 2.80 $ 2.49

Diluted earnings per share—class A common stock

At September 30,

Balance Sheet Data :

$ 4.89 $ 5.32 $ 4.42 $ 2.80 $ 2.48

September 30,

2020 2019 2018 2017 2016

(in millions, except per share data)

Balance Sheet:

$ 80,919 $ 72,574 $ 69,225 $ 67,977 $ 64,035

Accrued litigation

$ 914 $ 1,203 (5)

Long-term debt

$ 16,729 $ 16,630 $ 16,618 (6)

$ 36,210 $ 34,684 $ 34,006 $ 32,760 $ 32,912

Dividend declared and paid per common share

Our results of operations and the financial position beginning with the last quarter of fiscal 2016 include Visa Europe’s financial results.

$ 1.200 $ 1.000 $ 0.825 $ 0.660 $ 0.560

(1) During fiscal 2016, upon consummation of the Visa Europe acquisition, we recorded a non-recurring loss of $1.9 billion, before tax, in operating expense resulting from the effective settlement of the Framework Agreement between us and Visa Europe.

(2) During fiscal 2020, in connection with the UK enacted legislation, we remeasured our net deferred tax liabilities resulting in the recognition of a non-recurring, non-cash income tax expense of $329 million .

See Note 19—Income Taxes to our consolidated financial statements included in Item 8—Financial Statements and Supplementary Data of this report.

(3) During fiscal 2018, as a result of the U.S.

tax reform legislation, our net income reflected a lower statutory tax rate, a non-recurring, non-cash income tax benefit of approximately $1.1 billion from the remeasurement of our deferred tax liabilities, and a one-time transition tax of approximately $1.1 billion.

See Note 19—Income Taxes to our consolidated financial statements included in Item 8—Financial Statements and Supplementary Data of this report.

(4) During fiscal 2017, in connection with our legal entity reorganization, we eliminated deferred tax balances originally recognized upon the acquisition of Visa Europe, resulting in the recognition of a non-recurring, non-cash income tax provision of $1.5 billion.

During fiscal 2018, pursuant to an amended settlement agreement that superseded the 2012 Settlement Agreement related to the interchange multidistrict litigation, we recorded an accrual of $600 million.

(5) During fiscal 2019, related to the interchange multidistrict litigation, we made payments of $600 million, partially offset by an additional accrual of $370 million.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8—Financial Statements and Supplementary Data of this report.

During fiscal 2017 and fiscal 2016, we issued fixed-rate senior notes in an aggregate principal amount of $2.5 billion and $16.0 billion, respectively.

(6) During fiscal 2020, 2017 and 2016, we issued fixed-rate senior notes in an aggregate principal amount of $7.3 billion, $2.5 billion and $16.0 billion, respectively.

See Note 10—Debt to our consolidated financial statements included in Item 8—Financial Statements and Supplementary Data of this report.

Table of Content s

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity