Item 5. Market for Registrant’s Common Equity
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our class A common stock has been listed on the New York Stock Exchange under the symbol “V” since March 19, 2008. At November 13, 2020, we had 338 stockholders of record of our class A common stock. The number of beneficial owners is substantially greater than the number of record holders, because a large portion of our class A common stock is held in “street name” by banks and brokers. There is currently no established public trading market for our class B or C common stock. 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 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. However, the declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, settlement indemnifications, operating results, available cash and current and anticipated cash needs.
Issuer Purchases of Equity Securities
The table below sets forth our purchases of common stock during the quarter ended September 30, 2020:
Period Total Number of
Shares Purchased Average Purchase Price
per Share Total Number of
Shares Purchased
As Part of Publicly
Announced Plans or
Programs (1),(2)
Approximate
Dollar Value
of Shares That
May Yet Be
Purchased Under The Plans or
Programs (1),(2)
(in millions, except per share data)
July 1-31, 2020 2 $ 192.83 2 $ 6,646
August 1-31, 2020 2 $ 195.97 2 $ 6,153
September 1-30, 2020 4 $ 201.33 4 $ 5,389
Total 8 $ 197.73 8
(1) The figures in the table reflect transactions according to the trade dates. For purposes of our consolidated financial statements included in this Form 10-K, the impact of these repurchases is recorded according to the settlement dates.
(2) Our board of directors from time to time authorizes the repurchase of shares of our common stock up to a certain monetary limit. In January 2020, our board of directors authorized a share repurchase program for $9.5 billion. This authorization has no expiration date. All share repurchase programs authorized prior to January 2020 have been completed.
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EQUITY COMPENSATION PLAN INFORMATION
The table below presents information as of September 30, 2020, for the Visa 2007 Equity Incentive Compensation Plan (the “EIP”) and the Visa Inc. Employee Stock Purchase Plan (the “ESPP”), which were approved by our stockholders. We do not have any equity compensation plans that have not been approved by our stockholders. 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 (a)
Number Of Shares
of Class A Common Stock Issuable Upon Exercise of
Outstanding Options And Rights Weighted-Average Exercise Price of
Outstanding Options
Number of Shares of
Class A
Common Stock
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Shares
Reflected In Column (a))
(in millions, except per weighted-average exercise price)
Equity compensation plans approved by stockholders
12 (1)
$ 114.61 (2)
155 (3)
(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. Additionally, it excludes the weighted-average exercise price of the outstanding purchase rights under the ESPP, as the exercise price is based on the future stock price, net of discount, at the end of each monthly purchase over the offering period.
(3) As of September 30, 2020, 139 million shares and 16 million shares remain available for issuance under the EIP and the ESPP, respectively.
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ITEM 6. Selected Financial Data
The following tables present selected Visa Inc. financial data for the past five fiscal years. 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.
For the Years Ended September 30,
2020 2019 2018 2017 2016
(in millions, except per share data)
Statement of Operations:
Net revenues
$ 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
Net income
$ 10,866 (2)
$ 12,080 $ 10,301 (3)
$ 6,699 (4)
$ 5,991
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
$ 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:
Total assets
$ 80,919 $ 72,574 $ 69,225 $ 67,977 $ 64,035
Accrued litigation
$ 914 $ 1,203 (5)
$ 1,434 (5)
$ 982 $ 981
Long-term debt
$ 21,071 (6)
$ 16,729 $ 16,630 $ 16,618 (6)
$ 15,882 (6)
Total equity
$ 36,210 $ 34,684 $ 34,006 $ 32,760 $ 32,912
Dividend declared and paid per common share
$ 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.
(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. 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. 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.
(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.
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