Stock Split FAQs

On January 28, 2015, Visa’s stockholders approved an amendment to its Certificate of Incorporation (the “Charter”) to provide Visa the ability to effect a future stock split of its Class A common stock while maintaining the respective ownership percentages that the holders of its Class A common stock, Class B common stock and Class C common stock had immediately prior to the stock split.

On January 28, 2015, Visa’s board of directors approved a 4-for-1 split of Visa’s Class A common stock. On March 18, 2015, each Class A common stockholder of record at the close of business on February 13, 2015, will receive a dividend of three additional shares of Class A common stock for every share of Visa Inc. Class A common stock held on the Record Date. Trading will begin on the New York Stock Exchange (NYSE) on a split-adjusted basis on March 19, 2015. As discussed below, the holders of Class B common stock and Class C common stock will not receive a stock dividend.

What are the key dates related to the stock split?

As mentioned above, the key dates are as follows:

  • The Record Date (February 13, 2015) is the date that determines which Class A common stockholders are entitled to receive additional shares due to the stock split.
  • The Distribution Date (March 18, 2015) is the date the split shares are posted to a Class A common stockholder’s account and notification is mailed to the Class A common stockholders.
  • The Ex-split Date (March 19, 2015) is the date when the Class A common stock will trade on NYSE at the new split-adjusted price.

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How does a 4-for-1 stock split work?

A 4-for-1 stock split means that three new shares of Class A common stock will be issued for each share of Class A common stock outstanding on the Record Date. Immediately after the stock split, since there will be four times as many shares of Class A common stock outstanding, each share will be worth one-fourth of what it was worth immediately prior to the stock issuance, and the overall value of each Class A common stockholder’s investment will remain the same.

Here is an example:

Let’s assume that on the Record Date, you own 100 shares of Class A common stock and the market price on that date is $250.00 per share. The total value of your investment on that date is $25,000.00. Let's also assume that our stock price does not move up or down between the Record Date and the date on which the stock split actually takes place. Immediately after the stock split, you will own 400 shares of Visa Inc. Class A common stock but the market price will be $62.50 per share (1/4 of $250.00). Accordingly, the total value of your investment would remain the same at $25,000.00 until such time as the stock price moves up or down.

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How does the stock split work for holders of Class B common stock and Class C common stock?

Holders of Class B and Class C common stock will not receive a stock dividend. Instead, the conversion rate for Class B common stock will be adjusted to 1.6483 shares of Class A common stock per share of Class B common stock, and the conversion rate for Class C common stock will be adjusted to 4.0 shares of Visa Inc. Class A common stock per share of Class C common stock. Immediately following the stock split, the Class A, Class B and Class C common stockholders will retain the same relative ownership percentages that they had prior to the stock split.

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My shares are held in street name in a brokerage account. How will I receive my additional shares of Class A common stock?

If you hold your shares of Class A common stock in a brokerage account, your additional split shares will be transmitted to your broker automatically with no action required on your part. Your new split-adjusted share balance should appear in your brokerage account on or about the Ex-split Date. Please contact your broker directly with any questions regarding your brokerage account or if you do not receive the shares.

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I have stock certificates representing my shares or my shares are held in book-entry with Wells Fargo Shareowner Services. How will I receive my additional shares of Class A common stock? Will I receive a new stock certificate representing my additional shares?

If you have stock certificates representing your shares of Class A common stock or your shares are held in book-entry form with Wells Fargo Shareowner Services (“WFSS”), our transfer agent, your additional split shares will be distributed in book-entry form into your existing account at WFSS through the Direct Registration System (“DRS”). This system allows shares to be owned, reported, transferred, and sold electronically, thereby eliminating the need for a physical stock certificate. Since we are using DRS in connection with the stock split, new stock certificates representing your additional shares will not be issued. Instead, following the Distribution Date, WFSS will send to you a Direct Registration Account Statement with details regarding the additional split shares of Class A common stock that you own as a result of the stock split. Please keep this information with any existing stock certificates and other important documents as a record of your share ownership.

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What should I do with my existing Visa Inc. stock certificates?

Do not destroy them. You need to keep them because your existing stock certificates are still valid. These stock certificates will continue to represent the same number of shares as shown on their face and should be kept in a secure place. We encourage you to consider converting any stock certificates to paperless form by depositing them into your existing account at Wells Fargo Shareowner Services or into a brokerage account. Visa only issues stock certificates in unusual circumstances.

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Who will send notice of the stock split to me and where will the notice be sent?

If you hold your shares of Class A common stock in a brokerage account, you will be notified by your broker at the address they currently have on file. Please contact your broker directly to confirm your mailing address or with any questions regarding your brokerage account.

If you have stock certificates or hold your shares directly with Wells Fargo Shareowner Services, you will be notified by WFSS at the address they currently have on file. It is very important that you ensure that your address on file with WFSS is current at all times. If WFSS is unable to contact you with stockholder notices because your address is outdated, you run the risk of having your shares of Class A common stock escheated to the state of your last known residence in accordance with state unclaimed property laws. You may verify your address by logging into your WFSS account at shareowneronline.com or by otherwise contacting WFSS using the contact information set forth below.

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What happens if I purchase or sell shares of Class A common stock after the record date but on or before the distribution date?

Any trade of Visa Inc. Class A common stock executed after the record date but on or before the distribution date will include the right to the additional shares that will be distributed in the stock split. A record holder who sells his or her stock after the record date but on or before the distribution date will not be entitled to the receipt of the additional shares. In order for a record holder to receive the additional shares, the record holder must hold the shares through the Distribution Date. Buyers of Class A common stock are rightful claimants to the additional shares if purchased after the record date but prior to the Ex-split Date; they need not be a holder of record on the record date.

Trades of Class A common stock that settle after the record date and are traded through the distribution date will be considered “trades with distribution” that ultimately entitle the buyer to the split shares even though the buyer did not own the shares on the record date. These trades will have a “due bill” attached to them. A “due bill” is an IOU from the seller indicating that the buyer, not the seller who was holding the stock on the record date, is entitled to the split shares upon their issuance. A buyer will receive the split shares when the due bills settle within a week of the Ex-split Date.

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On January 28, 2015, Visa announced a regular quarterly cash dividend with a record date of February 13, 2015 and pay date of March 3, 2015. How will that dividend work?

The regular quarterly cash dividend of $0.48 per share of Class A common stock that was declared by Visa’s board of directors on January 28, 2015, will be paid on March 3, 2015 to stockholders of record on February 13, 2015. The dividend will be paid on March 3, 2015 based on the record date share balance prior to effecting the stock split. The cash dividend payments to Class B and Class C common stockholders will be paid on an as converted basis, as defined in the Charter.

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Are there any personal income tax consequences to me as a result of the stock split?

It is the Company’s understanding that, under current U.S. federal income tax laws, the stock split is not a taxable event and there are no resulting tax consequences to U.S. residents. The tax basis of each share of Class A common stock owned after the stock split will be one-fourth of what it was before the split. For example, if you owned 100 shares of Class A common stock having a tax basis of $250 per share before the stock split, after the stock split you would own 400 shares having a tax basis of $62.50 per share.

The foregoing tax information is furnished for your assistance, but it is suggested that you consult your personal tax advisor. Please consult with your tax advisor regarding the impact this might have on your personal situation. Stockholders, particularly foreign residents, should consult with their personal tax advisor regarding their specific tax circumstances.

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Does the par value of the Class A common stock change as a result of the stock split?

No, the par value will remain at $0.0001 per share.

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Does my percentage ownership of Visa Inc. change as a result of the stock split?

No, the stock split will not change your percentage ownership.

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How will the stock split affect the number of outstanding shares and the calculation of earnings per share?

This is a 4-for-1 stock split and, as such, the number of outstanding shares of Class A common stock will quadruple. Earnings per share therefore will be one-fourth what it otherwise would have been since our net earnings will be divided into four times as many outstanding shares.

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Who should I contact if I have questions about my shares?

You should contact Wells Fargo Shareowner Services, our transfer agent, at:

By mail:
Wells Fargo Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874

By courier:
Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights MN 55120-4100

Telephone:
From within the U.S.: 1-866-456-9417
From outside the U.S.: +1-651-306-4433

E-mail: Go to www.shareowneronline.com; select “Contact Us”

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