SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

CONSOLIDATED BALANCE SHEETS

~~See accompanying notes, which are an integral part of these unaudited consolidated financial statements.~~

~~CONSOLIDATED BALANCE SHEETS—(Continued)~~

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED ~~STATEMENTS OF OPERATIONS~~BALANCE SHEETS—(Continued)



	December 31, 2012			September 30, 2012
	(in millions, except par value data)
Equity
Preferred stock, $0.0001 par value, 25 shares authorized and none issued	$	—		$	—
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 530 and 535 shares issued and outstanding at December 31, 2012, and September 30, 2012, respectively (Note 6)	—			—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at December 31, 2012, and September 30, 2012 (Note 6)	—			—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 29 and 31 shares issued and outstanding at December 31, 2012, and September 30, 2012, respectively (Note 6)	—			—
Additional paid-in capital	19,728			19,992
Accumulated income	7,997			7,809
Accumulated other comprehensive income (loss), net
Investment securities, available-for-sale	34			3
Defined benefit pension and other postretirement plans	(184		)	(186		)
Derivative instruments classified as cash flow hedges	14			13
Foreign currency translation adjustments	(1		)	(1		)
Total accumulated other comprehensive loss, net	(137		)	(171		)
Total equity	27,588			27,630
Total liabilities and equity	$	35,859		$	40,013

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS—(Continued)~~OPERATIONS

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~OPERATIONS—(Continued)

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Restricted stock instruments settled in cash for taxes⁽¹⁾

Restricted stock and performance shares settled in cash for taxes⁽¹⁾

Decrease in class A common stock is less than 1 million shares.

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~See accompanying notes, which are an integral part of these unaudited consolidated financial statements.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)~~

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~December 31, 2012

Note 1—Summary of Significant Accounting Policies

Organization. Visa Inc. (“Visa” or the “Company”) is a global payments technology company that connects consumers, businesses, ~~banks~~financial institutions and governments around the world ~~enabling them~~ to ~~use digital currency instead of cash~~fast, secure and ~~checks.~~reliable electronic payments. Visa and its wholly-owned consolidated subsidiaries, including Visa U.S.A. Inc. (“Visa U.S.A.”), Visa International Service Association (“Visa International”), Visa Worldwide Pte. Limited (“VWPL”), Visa Canada Corporation (“Visa Canada”), Inovant LLC (“Inovant”), and CyberSource Corporation (“CyberSource”), operate one of the world’s ~~largest retail electronic payments network.~~most advanced processing networks. The Company provides its clients with payment processing platforms that encompass consumer credit, debit, prepaid and commercial payments, and facilitates global commerce through the transfer of value and information among financial institutions, merchants, consumers, businesses and government entities. The Company is not a bank and does not issue cards, extend credit, or collect, assess or set cardholder fees or ~~determine the~~ interest ~~rates consumers will be charged on Visa-branded cards, which are the independent responsibility of the Company’s issuing clients.~~charges.

Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa ~~Inc.~~ and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company consolidates its majority-owned and controlled entities, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its consolidated financial statements as of and for the periods presented. Non-controlling interests are reported as a component of equity. All significant intercompany accounts and transactions are eliminated in consolidation.

Beginning with this fiscal quarter, income tax receivable is presented separately on the consolidated balance sheets. Previously, it had been included in the prepaid expenses and other current assets line. The Company also combined the interest income (expense), investment income and other lines on the consolidated statements of operations into one line entitled non-operating income (expense). All prior period information has been reclassified to conform to current period presentation.

The accompanying unaudited consolidated financial statements are presented in accordance with the U.S. Securities and Exchange Commission (“SEC”) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by U.S. GAAP. Reference should be made to the Visa ~~Inc.~~ Annual Report on Form 10-K for the year ended September 30, ~~2011~~2012, for additional disclosures, including a summary of the Company’s significant accounting policies.

In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company's financial position, results of operation and cash flows for the interim period presented.

Recently issued and adopted accounting pronouncements.In ~~September~~June 2011, the Financial Accounting Standards Board ("FASB") issued Accounting ~~Standards~~Standard Update ("ASU") 2011-08, which allows an entity to first assess qualitative factors to determine when it is necessary to perform the two-step quantitative goodwill impairment test. This guidance impacts goodwill impairment testing only and does not impact impairment testing of indefinite-lived intangibles. The Company adopted ASU 2011-08 effective October 1, 2011, and applied the new guidance in its annual impairment review of goodwill as of February 1, 2012 (see ~~Note 3—Fair Value Measurements). The adoption did not have a material impact on the consolidated financial statements.~~

In May 2011, the FASB issued ASU 2011-04, which provides common fair value measurement and disclosure requirements in accordance with U.S. GAAP and International Financial Reporting Standards (“IFRS”). The Company adopted ASU 2011-04 effective January 1, 2012. The adoption did not have a material impact on the consolidated financial statements. See~~Note 3—Fair Value Measurements~~.

In December 2010, the FASB issued ASU 2010-29, which provides requirements for pro forma revenue and earnings disclosures related to business combinations. The ASU requires disclosure of revenue and earnings of the combined business as if the combination occurred at the start of the prior annual reporting period only. The Company adopted ASU 2010-29 effective October 1, 2011. The adoption did not have a material impact on the consolidated financial statements.

~~Recently issued accounting pronouncements.~~ ~~In June 2011, the FASB issued ASU~~ 2011-05, which impacts the presentation of comprehensive income. The guidance requires components of other comprehensive income to be presented with net income to arrive at total comprehensive income. This ASU impacts presentation only and does not impact the underlying components of other comprehensive income or net income. In December 2011, the FASB issued an amendment to ASU 2011-05, which defers the requirement to present components of reclassifications out of accumulated other comprehensive income on the face of the income statement. All other components of ASU 2011-05 were adopted effective October 1, 2012. The adoption did not have a material impact on the consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, which established the effective date for the requirement to present components of reclassifications out of accumulated other comprehensive income on the face of the income statement. The standard is effective in the second quarter of fiscal 2013, and is not expected to have a material impact on the consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, which allows an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangible assets. The

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~issued~~Company adopted ASU 2011-12, which defers a component of ASU 2011-05 that requires the presentation of reclassification adjustments for items that are reclassified from other comprehensive income to net income. All other components of ASU 2011-05 are2012-02 effective October 1, 2012. ~~Adoption is~~The adoption did not ~~expected to~~ have a material impact on the consolidated financial statements.

Note 2—Retrospective Responsibility Plan

Payments to settlement funds⁽¹⁾

These payments are associated with the Multidistrict Litigation Proceedings. The settlement with the class plaintiffs in these proceedings is subject to final court approval, which the Company cannot assure will be received, and to the adjudication of any appeals. See Note 10—Legal Matters.

The accrual related to the covered litigation could be either higher or lower than the litigation escrow account balance. The Company did not record an additional accrual for the covered litigation during the ~~six~~three months ended ~~March~~December 31, 2012.

Note 3—Fair Value Measurements and Investments

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair Value Measurements

Using Inputs Considered as

Fair Value Measurements

Using Inputs Considered as

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis.

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

non-recurring basis are based on management's judgment using internal and external data, these fair value determinations are classified inas Level 3 ofin the fair value hierarchy. ~~The Company completed its annual impairment review of its indefinite-lived intangible assets and goodwill as of~~ ~~February 1, 2012, and concluded that there was~~There were no ~~impairment. No recent~~ events or ~~changes in~~ circumstances ~~indicate~~ that ~~impairment existed at~~indicated these assets became impaired during the ~~March~~three months ended December 31, 2012 or 2011.

Other Financial Instruments Not Measured at Fair Value

Available-for-sale ~~investments~~investment securities

. The Company had $7$52 million in gross unrealized gains at December 31, 2012. The unrealized gains were primarily related to the reclassification of the Company's equity investment discussed above. There were $4 million gross unrealized gains and no$1 million gross unrealized losses onat September 30, 2012. A majority of the Company's available-for-sale investment securities at March 31, 2012. There were no gross unrealized gains or gross unrealized losses at September 30, 2011. For both periods presented, amortized cost approximates fair value. Long-term available-for-sale securitieswith stated maturities are ~~scheduled~~due within one to ~~mature by October 2014.~~five years.

Note 4—Pension and Other Postretirement Benefits

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 5—Settlement Guarantee Management

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

Note 6—~~Other Liabilities~~

~~Other long-term liabilities consisted of the following:~~

March 31, 2012 September 30, 2011
(in millions)
Accrued income taxes $ 521
$ 468
Employee benefits 136
106
Accrued interest on income taxes 80
66
Other 60
27
Total $ 797
$ 667

~~Note 7—~~Stockholders' Equity

As-converted Class A Common

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~board of directors. The authorization will be~~Reduction in ~~effect through~~ ~~February 1, 2013, and the terms of the program are subject to change at the discretion of the board of directors. The Company did not repurchase any shares under this plan during the~~ ~~three~~ ~~months ended~~ ~~March 31, 2012~~.as-converted class A common stock

The following table presents share repurchases in the open market for the ~~six~~three months ~~ended~~ ended:~~March 31, 2012~~:

Note 8—7—Earnings Per Share

The following table presents basic and diluted earnings per share for the three months ended ~~March~~December 31, 2012.

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~The following table presents basic and diluted earnings per share for the~~ ~~six~~ ~~months ended~~ ~~March 31, 2012~~.

Basic Earnings Per Share Diluted Earnings Per Share
(in millions, except per share data)

Income
Allocation
(A)

Weighted
Average
Shares
Outstanding (B)

Earnings per
Share =
(A)/(B)⁽¹⁾

Income
Allocation
(A)

Weighted
Average
Shares
Outstanding (B)

Earnings per
Share =
(A)/(B)⁽¹⁾
Common Stock:
Class A $ 1,780
   522
$ 3.41
$ 2,321
   683
⁽²⁾
$ 3.40
Class B 382
⁽³⁾
245
1.56
381
⁽³⁾
245
   1.55
Class C 151
   44
3.41
150
   44
   3.40
Participating securities⁽⁴⁾
8
   Not presented
Not presented
8
   Not presented
   Not presented
Net income attributable to Visa Inc. $ 2,321

~~The following table presents basic and diluted earnings per share for the~~ ~~three~~ ~~months ended~~ ~~March 31, 2011~~.

Basic Earnings Per Share Diluted Earnings Per Share
(in millions, except per share data)

Income
Allocation
(A)

Weighted
Average
Shares
Outstanding (B)

Earnings per
Share =
(A)/(B)⁽¹⁾

Income
Allocation
(A)

Weighted
Average
Shares
Outstanding (B)

Earnings per
Share =
(A)/(B)⁽¹⁾
Common Stock:
Class A $ 625
   505
$ 1.24
$ 881
   714
⁽²⁾
$ 1.23
Class B 155
⁽³⁾
245
0.63
154
⁽³⁾
245
   0.63
Class C 98
   80
1.24
98
   80
   1.23
Participating securities⁽⁴⁾
3
   Not presented
Not presented
3
   Not presented
   Not presented
Net income attributable to Visa Inc. $ 881

~~The following table presents basic and diluted earnings per share for the~~ ~~six~~ ~~months ended~~ ~~March 31, 2011~~.



	Basic Earnings Per Share					Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)⁽²⁾		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)		Income Allocation (A)⁽²⁾		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)

Class A common stock	$	1,031	531	$	1.94	$	1,293	669	⁽³⁾	$	1.93
Class B common stock	200		245	0.82		200		245		0.81
Class C common stock	57		30	1.94		57		30		1.93
Participating securities⁽⁴⁾	5		Not presented	Not presented		5		Not presented		Not presented
Net income attributable to Visa Inc.	$	1,293

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents basic and diluted earnings per share for the three months ended December 31, 2011.⁽¹⁾

Net income attributable to Visa Inc. is allocated based on proportional ownership on an as-converted basis. The ~~computation~~weighted-average numbers of ~~weighted-average dilutive~~ shares ~~outstanding included~~of as-converted class B common stock used in the ~~effect of~~income allocation were 3103 million and 2119 million ~~dilutive shares of outstanding stock awards~~ for the three ~~and six~~ months ended ~~March~~December 31, 2012 and ~~March 31,~~ 2011, respectively.

Weighted-average diluted shares outstanding is calculated on an as-converted basis, and includes incremental common stock equivalents, as calculated under the treasury stock method. The computation ~~of weighted-average dilutive shares outstanding excluded stock options to purchase less than~~includes 12 million ~~shares of~~and 3 million common stock equivalents for the three ~~and six~~ months ended ~~March~~December 31, 2012 and 22011, respectively, because their effect would have been dilutive, and excludes 1 million common stock equivalents for the three ~~and six~~ months ended~~March~~December 31, 2012 and 2011, because their effect would have been anti-dilutive.

Net income attributable to Visa Inc. is allocated to each class of common stock on an as-converted basis. The weighted-average number of shares of as-converted class B common stock used in the income allocation were ~~104 million~~ ~~and~~ ~~112 million~~ ~~for the~~ ~~three and six~~ ~~months ended~~ ~~March 31, 2012~~ ~~and~~ ~~125 million~~ ~~and~~ ~~126 million~~ ~~for the~~ ~~three and six~~ ~~months ended~~ ~~March 31, 2011, respectively.~~

Participating securities are unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, such as the Company's restricted stock awards, restricted stock units and earned performance-based shares.

Note 9—8—Share-based Compensation

The Company granted the following equity awards to employees and non-employee directors under the 2007 Equity Incentive Compensation Plan during the ~~six~~three months ended ~~March~~December 31, 2012:

The Company’s non-qualified stock options, RSAs and RSUs are equity awards with service-only conditions and are accordingly expensed on a straight-line basis over the vesting period. For equity awards with performance and market conditions, the Company uses the graded-vesting method of expense attribution. Compensation ~~expense~~cost is recorded net of estimated forfeitures, which are adjusted as appropriate.

Note ~~10—~~9—Income Taxes

The effective income tax rates were ~~20%~~ ~~and~~ 28% ~~for the~~ ~~three and six~~ ~~months ended~~ ~~March 31, 2012, respectively,~~ and 36% for the three ~~and six~~ months ended ~~March~~December 31, 2012 and 2011~~. During~~, respectively. The effective tax rate for the three months ended ~~March~~December 31, 2012, was lower than the effective tax rate in the same period in fiscal 2012 primarily due to:

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During the three months ended ~~March~~December 31, 2012, the Company's unrecognized tax benefits ~~related to~~decreased by $117 million, $76 million of which reduced the effective tax ~~positions taken in~~rate for the current ~~period~~fiscal quarter. The decrease is attributable to the above-mentioned decrease in California apportionment for years prior to fiscal 2012. During the three months ended December 31, 2011, the Company's unrecognized tax benefits increased by $3318 million, all of which would affect the effective ~~income~~ tax rate if recognized. The ~~increase is primarily due to potential audit adjustments related to various ongoing non-U.S. audits. During the same period, the~~ Company accrued ~~$7 million~~an insignificant amount of interest andno penalties related to uncertain tax ~~positions.~~positions in the three months ended December 31, 2012, and accrued $8 million of interest in the three months ended December 31, 2011.

The Company reclassified $1.6 billion from deferred tax assets to income tax receivable in the current fiscal quarter to reflect the current tax deduction related to payments totaling$4.4 billion made in connection with the covered litigation. See Note 2—Retrospective Responsibility Plan and Note 10—Legal Matters.

Note ~~11—~~10—Legal Matters

The Company is party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. Accordingly, except as disclosed, the Company has not established reserves or ranges of possible loss related to these proceedings, as at this time in the proceedings, the matters do not relate to a probable loss and/or amounts are not reasonably estimable. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could in the future incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company's financial position, results of operations ~~financial position~~ or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties.

⁽¹⁾ ~~Reclassification of amount previously recorded in accrued liabilities.~~

⁽¹⁾

On December 10, 2012, the Company paid approximately $4.0 billion from the litigation escrow account into a settlement fund established pursuant to the definitive class settlement agreement in the Multidistrict Litigation Proceedings. The settlement with the class plaintiffs is subject to final court approval, which the Company cannot assure will be received, and to the adjudication of any appeals. See further discussion below.

Covered Litigation

Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are ~~subject to~~covered by the retrospective responsibility plan, which the Company refers to as the covered litigation. See Note 2—Retrospective Responsibility Plan. An accrual for the covered litigation and a charge to the litigation provision are recorded when loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the litigation committee.

The ~~American Express~~Attridge Litigation. ~~Visa's~~The parties in the Credit/Debit Card Tying Cases subsequently agreed upon a revised written settlement ~~obligations were fully satisfied with the January 2012 payment~~agreement, which was submitted to ~~American Express.~~

~~The Interchange Litigation~~

~~Multidistrict Litigation Proceedings (MDL).~~ ~~The Company remains actively involved in settlement discussions under the auspices of~~ the court for preliminary approval on August 20, 2012 and ~~believes the parties are continuing to make progress. Many~~

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~material uncertainties exist, however, including, among other things, uncertainties regarding~~executed as of September 6, 2012. The court entered an order preliminarily approving the ~~level of support for a~~ settlement agreement, and numerous motions pending before the court. Accordingly, under generally accepted accounting principles, the Company believes some loss is reasonably possible, but not probable and reasonably estimable.on November 20, 2012. On ~~December 29, 2011, the Company deposited an additional~~ ~~$1.57 billion~~ ~~into its covered litigation escrow account, increasing the uncommitted balance of the account from~~ ~~$2.72 billion~~ to ~~$4.28 billion. The uncommitted balance of~~ ~~$4.28 billion~~ is consistent with the Company's estimate of its share of the lower end of a reasonably possible loss in the event of a negotiated settlement for the entire matter. While this estimate is consistent with the Company's view of the current status of mediation discussions, the estimate of the reasonably possible loss or range of such loss could materially vary if a negotiated settlement cannot be reached that resolves all financial and business practice claims. The Company will continue to consider and reevaluate this estimateJanuary 9, 2013, in light of the ~~substantial uncertainties~~proceedings in the Credit/Debit Card Tying Cases, the Attridge case was stayed until April 19, 2013.

The Interchange Litigation

Multidistrict Litigation Proceedings (MDL). The district court entered the preliminary approval order on November 27, 2012. On November 27, 2012, certain objectors filed a notice of appeal from the preliminary approval order in the U.S. Court of Appeals for the Second Circuit. Objectors also moved to stay the preliminary approval order in the district court and ~~mediation obstacles that persist. We are unable~~moved for expedited briefing in the court of appeals. On December 10, 2012, the court of appeals entered an order deferring briefing for the appeal until after the district court enters an order of final approval and final judgment with respect to ~~estimate~~the settlement, or otherwise concludes the matters by entry of a ~~potential loss or range~~final judgment. On December 17, 2012, certain objectors filed a motion asking the court of ~~loss, if any, at trial if~~appeals to reconsider its decision, which was denied on January 31, 2013. On January 15, 2013, the district court denied as moot objectors' request to stay the preliminary approval order.

On December 10, 2012, Visa paid approximately $4.0 billion from the litigation escrow account into a ~~negotiated resolution of~~settlement fund established pursuant to the ~~matter cannot be reached.~~definitive class settlement agreement. See Note 2—Retrospective Responsibility Plan.

Other Litigation

“Indirect Purchaser” Actions.~~On January 9, 2012,~~ In the ~~Court of Appeal of~~Credit/Debit Card Tying Cases, the ~~State of California reversed the judgment~~court entered an order preliminarily approving the settlement ~~agreement in the~~ ~~Credit/Debit Tying Cases. The case was remanded to the trial court for reconsideration of the fairness and adequacy of the settlement in light of the inclusion of the~~ ~~Attridge~~ ~~claims in the release.~~

~~In New Mexico,~~ on ~~April 18, 2012, the state appellate court affirmed the trial court's dismissal of the case.~~

~~Vale Canjeable.~~ ~~Visa filed extraordinary appeals of the two August 10 rulings with the Supreme Court.~~November 20, 2012.

Canadian Competition Proceedings

~~Competition Bureau.~~ Merchant Litigation~~Document production and examinations for discovery are complete. The hearing before~~. In the ~~Competition Tribunal~~Watson case, the plaintiff's reply materials in support of class certification were received on ~~the merits of the case is scheduled to begin on May 8,~~November 30, 2012.

~~Call~~On December 14, 2012, the Watson plaintiff's counsel filed another merchant class action in Alberta (Marconies Hair Club and Laser Center ~~Litigation~~Inc.) which effectively mirrors the Watson case.

Dynamic Currency Conversion (DCC). On ~~November 30, 2011,~~February 4, 2013, the ~~court entered a final order approving the settlement~~Australian Competition and ~~entering judgment~~Consumer Commission (ACCC) commenced proceedings in the ~~case.~~Federal Court of Australia against Visa Inc., Visa U.S.A., V.W.P.L., and Visa AP (Australia) Pty Limited alleging that certain Visa policies related to the provision of DCC services violated Australian competition law. Among other things, the ACCC alleges that: (1) from May 2010 to October 2010, Visa prohibited DCC services with respect to transactions on Visa international payment cards conducted at Australian merchant outlets that had not previously been conducting DCC transactions; and (2) from at least May 2007, Visa prohibited DCC services with respect to cash withdrawals at Australian ATMs on Visa international payment cards. The ACCC seeks declaratory relief and a monetary fine. The potential amount of any fine cannot be estimated at this time.

~~U.S. ATM Access Fee Litigation.~~

~~National ATM Council class action.~~ On January 10, 2012, plaintiffs filed an amended class action complaint against the same defendants. Like the original complaint, the amended complaint alleges that the ATM access fee rule prevents non-bank ATM operators from attracting customers to use other networks in violation of Section 1 of the Sherman Act. The amended complaint also alleges that Visa's rule has enabled Visa to charge artificially high network fees for ATM transactions, to compensate ATM operators inadequately, and to compensate member banks excessively. Plaintiffs request injunctive relief, attorneys' fees, and treble damages.

~~Consumer class actions. On December 1, 2011, the plaintiff in the~~ ~~Stoumbos~~ ~~case filed a corrected complaint, asserting the same claims as in the original complaint.~~

Note 11—Subsequent Event

On January ~~10, 2012,~~31, 2013, the ~~Bartron~~ ~~and~~ ~~Genese~~ ~~complaints were combined~~Company entered into a ~~single amended complaint, now captioned~~ ~~Mackmin~~364-day, unsecured $3.0 billion revolving credit facility (the “Credit Facility”). The Credit Facility, which expires on January 30, 2014, replaced the Company's prior $3.0 billion credit facility, which was to expire on February 15, 2013. The ~~amended complaint challenges the same ATM access fee rules~~Credit Facility contains covenants and ~~names Visa, MasterCard, and three financial institutions as defendants, but the putative class representatives are different from those in the original~~ ~~Bartron~~ ~~and~~ ~~Genese~~ ~~complaints.~~ ~~Mackmin~~ ~~purports to represent classes and sub-classes~~events of ~~consumers in claims brought under Section 1~~default customary for facilities of the Sherman Act and the antitrust and/or consumer protection statutes in certain states and the District of Columbia. The amended complaint seeks injunctive relief, attorneys' fees, treble damages, and restitution where available under state law.

~~On January 30, 2012, Visa, MasterCard, and the defendant financial institutions filed motions to dismiss the complaints in the National ATM Council class action and the consumer class actions.~~this type.

~~U.S. Department of Justice Civil Investigative Demand.~~ On March 13, 2012, the Antitrust Division of the United States Department of Justice (the “Division”) issued a Civil Investigative Demand, or “CID,” to Visa Inc. seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C. §§ 1, 2. The CID focuses on PIN-Authenticated Visa Debit and Visa's competitive responses to the Reform Act, including Visa's Fixed Acquirer Network Fee. In March, Visa met with the Division twice and provided materials in

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~~VISA INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~response to the CID. Visa is continuing to provide materials and cooperate with the Division in connection with the CID.~~



ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis provides a review of the results of operations, financial condition and the liquidity and capital resources of Visa Inc. and its subsidiaries (“Visa,” “we,” “our” or the “Company”) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this report.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by the terms "believe," "continue," "could," "estimate," "expect," "intend," "may," "potential," "project," "should," "will," and similar references to the future.

Examples of such forward-looking statements include, but are not limited to, statements we make about the settlement of the multi-district interchange litigation; our response to the U.S. Wall Street Reform and Consumer Protection Act, or the ~~Reform~~Dodd-Frank Act; our pricing strategy; the number of transactions we process; the shift to electronic payments and our growth in the category; the growth rate of consumer and commercial spending; our liquidity needs and our ability to meet them; our online payment, fraud and security management capabilities; the relative strength of the U.S. dollar; dividend payments; and earnings per share, cash flow, revenue, incentive payments, expenses, operating margin, tax rate and capital expenditures and the growth of those items.

By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are neither statements of historical fact nor guarantees of future performance and (iii) are subject to risks, uncertainties, assumptions and changes in circumstances that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements because of a variety of factors, including the following:

•the impact of new laws, regulations and marketplace barriers, including:

▪rules capping debit interchange reimbursement fees promulgated under the ~~Reform~~Dodd-Frank Act;


▪	~~rules under the Reform Act expanding issuers' and merchants' choice among debit payment networks;~~


▪	~~U.S. government and other parties' reactions to the changes we have made to our business in response to the Reform Act;~~

▪rules under the Dodd-Frank Act expanding issuers' and merchants' choice among debit payment networks;

increased regulation outside the United States and in other product categories;

increased government support of national payment networks outside the United States; and

▪rules about consumer privacy and data use and security;

developments in current or future litigation or government enforcement, ~~including~~including:

those affecting interchange reimbursement fees, antitrust and tax disputes; and

our failure to satisfy the conditions necessary to make the multidistrict litigation settlement effective;

economic factors, such as:

▪an increase or spread of the current European crisis involving sovereign debt and the euro;

▪~~other global economic, political~~a failure to raise the "debt ceiling" in the United States and ~~health conditions;~~its repercussions;

▪cross-border activity and currency exchange rates; ~~and~~

▪material changes in our clients' performance compared to our estimates; and

other global economic, political and health conditions;

industry developments, such as competitive pressure, rapid technological developments and disintermediation from the payments value stream;

system developments, such as:

▪disruption of our transaction processing systems or the inability to process transactions efficiently;

▪account data breaches or increased fraudulent or other illegal activities involving our cards; and

▪issues arising at Visa Europe, including failure to maintain interoperability between our systems;

•costs and liquidity needs arising if Visa Europe were to exercise its right to require us to acquire all of its outstanding stock;

•loss of organizational effectiveness or key employees;

•failure to integrate recent acquisitions successfully or to effectively launch new products and businesses;

•~~changes in accounting principles or treatments;~~ and

the other factors discussed under the heading "Risk Factors" in our Annual Report on Form 10-K on file with the Securities and Exchange Commission. You should not place undue reliance on such statements. Unless required to do so by law, we do not intend to update or revise any forward-looking statement because of new information or future developments or otherwise.

Overview

Visa is a global payments technology company that connects consumers, businesses, ~~banks~~financial institutions and governments around the world ~~enabling them~~ to ~~use digital currency instead of checks~~fast, secure and ~~cash.~~reliable electronic payments. We provide our clients with payment processing platforms that encompass consumer credit, debit, prepaid and commercial payments. We facilitate global commerce through the transfer of value and information among financial institutions, merchants, consumers, businesses and government entities. Each of these constituencies has played a key role in the ongoing worldwide migration from paper-based to electronic forms of payment, and we believe that this transformation continues to yield significant growth opportunities, particularly outside the United States. We continue to explore additional opportunities to enhance our competitive position by expanding the scope of payment services ~~to benefit our existing clients and to position Visa to serve more and different constituencies.~~

~~Adjusted financial results.~~ ~~Our reported financial results for the three and six months ended March 31, 2012 benefited from a one-time non-cash adjustment related to the remeasurement of our net deferred tax liabilities (~~“~~deferred tax adjustment~~”) recorded in our income tax provision during the three months ended March 31, 2012. We believe that this non-cash benefit related to the deferred tax adjustment is not indicative of our financial performance in fiscal 2012 or any period therein. For the three and six months ended March 31, 2012, excluding the impact of the deferred tax adjustment, results in adjusted fully-diluted class A common stock earnings per share of $1.60 and $3.09, respectively.

During the three months ended March 31, 2012, the state of California approved certain changes to its state tax apportionment rules, effective retroactively to the beginning of fiscal 2012, which lowered our overall state tax rate. As a result, in our income tax provision for the three months ended March 31, 2012, we ~~recorded the deferred tax adjustment, a one-time, non-cash benefit of~~ ~~$208 million~~ resulting from the remeasurement of our existing deferred tax liabilities primarily associated with $11 billion of indefinite-lived intangible assets previously recorded to reflect our reorganization in 2007.provide.

The following table presents our adjusted financial results for the three and six months ended March 31, 2012, which excludes the one-time non-cash benefit resulting from the deferred tax adjustment. We believe the presentation of adjusted net income and adjusted diluted earnings per share provides a clearer understanding of our operating performance for the periods. The deferred tax adjustment has no cash impact to us. We therefore believe that the resulting benefit recorded in net income is not indicative of our financial performance in the current or future periods.

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Three Months Ended
March 31, 2012

Six Months Ended
March 31, 2012
(in millions, except per share data)
Net income attributable to Visa Inc.
Fully-diluted earnings per share⁽¹⁾
Net Income Attributable to Visa Inc.
Fully-diluted earnings per share⁽¹⁾
As reported $ 1,292
$ 1.91
$ 2,321
$ 3.40
Impact of deferred tax adjustment (208 ) (0.31 ) (208 ) (0.30 )
Adjusted $ 1,084
$ 1.60
$ 2,113
$ 3.09
Weighted-average number of diluted shares outstanding (as reported) 676
683


⁽¹⁾	~~Earnings per share figures calculated based on whole numbers, not rounded numbers.~~

Overall economic ~~conditions and regulatory environment.~~conditions. Our business is affected by overall economic conditions and consumer spending. Our business performance during the first ~~two quarters~~quarter of fiscal ~~2012~~2013 reflects the impact of a ~~modest~~tepid global economic recovery.

Multidistrict Litigation Proceedings (MDL). On October 19, 2012, Visa, MasterCard, various U.S. financial institution defendants and the class plaintiffs signed a settlement agreement to resolve the class plaintiffs' claims in the interchange MDL. The ~~Reform Act.~~ As of October 1, 2011, in accordance with the Reform Act, the Federal Reserve capped the maximum U.S. debit interchange reimbursement fee assessed for cards issued by large financial institutions at twenty-one cents plus five basis points, before applying an interim fraud adjustment up to an additional one cent. This amounted to a significant reduction from the average system-wide fees charged previously. The Federal Reserve has also promulgated regulations requiring issuers to make at least two unaffiliated networks available for processing debit transactions on each debit card. The rules also prohibit us and issuers from restricting a merchant's ability to direct the routing of electronic debit transactions over anycourt granted preliminary approval of the ~~networks that an issuer has enabled to process those transactions.~~

~~We expect~~class plaintiffs' settlement agreement on November 9, 2012, and entered the interchange, exclusivity and routing regulations to adversely affect our pricing, reduce the number and volume of U.S. debit payments we process and decrease associated revenues. A number of our clients have sought or may seek fee reductions or increased incentives from us to offset their own lost revenue. Some have announced that they may reduce the number of debit cards they issue and reduce investments they make in marketing and rewards programs. Some have imposed or may impose new or higher feespreliminary approval order on debit cards or demand-deposit account relationships. Some have elected or may elect to issue fewer cards enabled with Visa-affiliated networks. We expect many merchants to use the routing regulations to redirect transactions or steer cardholders to other networks based on lowest cost or other factors.

We have had to re-examine and renegotiate certain of our client contracts to ensure that their terms comply with new regulations and will continue to do so with others. As a result, our clients have sought and will continue to seek to renegotiate terms relating to fees, incentives and routing. In some cases, we may lose placement completely on issuers' debit cards.

We believe that we will be able to mitigate the negative impacts from the Reform Act to some extent through pricing modifications and working with our clients and other business partners to win merchant preference to route transactions over our network. Our broad platform of payment products continues to provide substantial value to both merchants and consumers. We believe that the continuing worldwide secular shift to digital currency may help buffer the impacts of the Reform Act, as reflected in our overall payments volume growth, particularly outside the United States. As a leader in the U.S. debit industry, we continue to develop and refine our competitive business models to adapt to the Reform Act and mitigate some of the negative impacts the Reform Act would have on our current business models. We remain committed and prepared to adapt to and compete effectively under this new U.S. debit regulatory environment. We expect operating revenue to grow in the low double-digits for the fullNovember 27, 2012. On December 10, 2012, ~~fiscal year.~~

~~Reduction in as-converted shares.~~ ~~There was no reduction in as-converted class A common stock shares during the three months ended March 31, 2012. During the first quarter of fiscal 2012, we used~~Visa paid approximately $~~1.6 billionof ouroperating cash on hand to reduce total as-converted class A common stock by~~ ~~16.2 million~~ ~~shares. Of the~~ ~~$1.6 billion~~, ~~$75 million~~ ~~was used to repurchase class A common stock in the open market. In addition, we deposited~~ ~~$1.57~~4.0 billion ~~of operating cash into~~from the litigation escrow account ~~previously~~into a settlement fund established under the retrospective responsibility plan. This deposit has the same economic effect on earnings per share as repurchasing the Company's class A common stock as it reduces the as-converted class B common stock share count. The deposit

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~~reduced funds previously allocated~~pursuant to the ~~amended July 2011 share repurchase program,~~definitive class settlement agreement. The settlement with the class plaintiffs is subject to final court approval, which ~~had no remaining authorized funds as~~we cannot assure will be received, and to the adjudication of any appeals. We also signed a settlement agreement to resolve the claims brought by a group of individual merchants which were consolidated with the MDL for coordination of pre-trial proceedings. Pursuant to the settlement agreement, we paid ~~March 31,~~$350 million from the litigation escrow account to the individual merchants on October 29, 2012,. and on November 6, 2012, the court entered an order dismissing the individual merchants' claims with prejudice. See Note 2—Retrospective Responsibility Plan and Note ~~7—Stockholders' Equity~~10—Legal Matters to our unaudited consolidated financial statements.

~~In February~~Reduction in as-converted class A common stock. During the three months ended December 31, 2012, we ~~announced a new~~repurchased ~~$500~~9 million ~~share repurchase program~~shares of our class A common stock, using $1.3 billion of cash on hand. At December 31, 2012, we had $1.1 billion of remaining funds authorized by the board of ~~directors. The authorization will~~directors available for share repurchase. In January 2013, our board of directors authorized an additional $1.8 billion share repurchase program to be in effect through ~~February 1, 2013~~January 2014~~, and the terms of the program are subject to change at the discretion of the board of directors.~~. See Note 7—6—Stockholders' Equity to our unaudited consolidated financial statements. ~~The Company did not repurchase any shares under this plan during the the three months ended March 31, 2012.~~

Nominal payments volume and transaction counts. Payments volume ~~and processed transactions are key drivers of our business. Payments volume~~ is the primary driver for our service revenues, and the number of processed transactions is the primary driver for our data processing revenues. Compared to the ~~same~~ prior ~~year~~ period, ~~nominal~~overall payments volume ~~benefited from double-digit~~increased as a result of continuing growth in consumer credit and ~~high single digit growth~~commercial payments volume worldwide. These increases were partially offset by an anticipated

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decrease in U.S. consumer debit, ~~and commercial, resulting in an increase in overall nominal payments volume. The~~primarily due to the impacts of the Dodd-Frank Act. Excluding U.S. debit transactions, which reflect the impacts of the Dodd-Frank Act, the number of processed transactions continues to increase at a healthy rate, reflecting the continuing worldwide shift to ~~digital~~electronic currency.

The following table sets forth nominal payments volume for the periods presented in nominal dollars.⁽¹⁾


	U.S.						Rest of World						Visa Inc.						U.S.						Rest of World						Visa Inc.
	3 months ended December 31, 2011⁽²⁾		3 months ended December 31, 2010⁽²⁾		% Change		3 months ended December 31, 2011⁽²⁾		3 months ended December 31, 2010⁽²⁾		% Change		3 months ended December 31, 2011⁽²⁾		3 months ended December 31, 2010⁽²⁾		% Change		3 months ended September 30, 2012 (2)		3 months ended September 30, 2011 (2)		% Change		3 months ended September 30, 2012 (2)		3 months ended September 30, 2011 (2)		% Change		3 months ended September 30, 2012 (2)		3 months ended September 30, 2011 (2)		% Change
	(in billions, except percentages)																		(in billions, except percentages)
Nominal Payments Volume
Consumer credit	$	183	$	166	10	%	$	349	$	306	14	%	$	532	$	472	13	%	$	191	$	172	11	%	$	361	$	339	7	%	$	552	$	511	8	%
Consumer debit⁽³⁾	271		258		5	%	83		68		21	%	353		326		8	%	248		267		(7	)%	91		83		10	%	340		349		(3	)%
Commercial and other⁽³⁾	76		69		9	%	32		30		9	%	108		99		9	%	82		78		6	%	34		33		3	%	116		111		5	%
Total Nominal Payments Volume	$	529	$	493	7	%	$	464	$	405	15	%	$	993	$	897	11	%	$	521	$	517	1	%	$	487	$	454	7	%	$	1,008	$	971	4	%
Cash volume	107		98		8	%	489		431		13	%	596		530		12	%	111		109		1	%	481		470		2	%	592		579		2	%
Total Nominal Volume⁽⁴⁾	$	636	$	591	8	%	$	953	$	836	14	%	$	1,589	$	1,427	11	%	$	632	$	626	1	%	$	968	$	924	5	%	$	1,600	$	1,550	3	%

	U.S.						Rest of World						Visa Inc.
	6 months ended December 31, 2011⁽²⁾		6 months ended December 31, 2010⁽²⁾		% Change		6 months ended December 31, 2011⁽²⁾		6 months ended December 31, 2010⁽²⁾		% Change		6 months ended December 31, 2011⁽²⁾		6 months ended December 31, 2010⁽²⁾		% Change
	(in billions, except percentages)
Nominal Payments Volume
Consumer credit	$	355	$	323	10	%	$	687	$	577	19	%	$	1,042	$	900	16	%
Consumer debit⁽³⁾	537		506		6	%	165		127		30	%	703		632		11	%
Commercial and other⁽³⁾	153		138		11	%	66		56		16	%	219		195		13	%
Total Nominal Payments Volume	$	1,046	$	966	8	%	$	918	$	760	21	%	$	1,964	$	1,727	14	%
Cash volume	216		199		8	%	959		822		17	%	1,175		1,021		15	%
Total Nominal Volume⁽⁴⁾	$	1,262	$	1,165	8	%	$	1,877	$	1,582	19	%	$	3,139	$	2,748	14	%

Service revenues in a given quarter are assessed based on payments volume in the prior quarter. Therefore, service revenues reported ~~with respect to~~for the three ~~and six~~ months ended ~~March~~December 31, 2012 and 2011, were based on payments volume reported by our financial institution clients for the three months ended ~~three and six~~September 30, 2012 ~~months ended~~and

~~December 31,~~ 2011 ~~and~~ ~~2010~~, respectively.

The table below provides the number of transactions processed by our VisaNet system and billable transactions processed by CyberSource’s network during the periods presented.

Visa processed transactions⁽²⁾

CyberSource billable transactions⁽³⁾

Results of Operations

The following table sets forth our operating revenues earned in the United States, in the rest of the world and from Visa Europe. Revenues earned from Visa Europe are a result of our contractual arrangement with Visa Europe, as governed by the framework agreement that provides for trademark and technology licenses and bilateral services.

The increase in operating revenues primarily reflects continued growth in our underlying business drivers: nominal payments volume; processed transactions; and cross-border ~~payments~~ volume. ~~Current period results~~Operating revenue also benefited from ~~the inclusion of activity from entities acquired in fiscal~~ ~~2011~~.pricing modifications made on various services. These benefits were partially offset by volume loss and increases to client incentives in the United States as part of our strategy to mitigate the impacts of the ~~Reform~~Dodd-Frank Act. ~~The new U.S. debit regulations will likely moderate the pace of~~We expect our ~~operating revenue~~percentage growth in ~~the U.S., primarily within service and data processing~~operating revenues ~~through fiscal~~ ~~2012. We expect operating revenue~~ to ~~grow~~remain in the low ~~double-digits~~double digits for the full ~~2012~~2013 fiscal year.

Our operating revenues, primarily service revenues and international transaction revenues, are impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenues denominated in local ~~or regional~~ currencies are converted to U.S. dollars. There was no significant impact on ~~results~~the year-over-year growth for the three ~~or six~~ months ended ~~March~~December 31, 2012 ~~compared~~, as the effect of exchange rate movements was substantially mitigated through our hedging program. We expect the impacts of our hedging program to ~~prior year related~~continue to minimize the ~~weakening or strengthening~~effect of exchange rate movements during the ~~U.S. dollar.~~

The following table sets forth the components of our total operating revenues.

benefited from geography-specific pricing ~~strategies.~~

Data processing revenues also benefited from overall growth in processed transactions ~~for both periods, 26%~~of 4% and solid growth in CyberSource billable transactions. Growth in the number of processed transactions ~~for both periods,~~reflected growth in Visa transactions processed outside of the United States, U.S. credit transactions and U.S. Visa Debit transactions, which exclude Interlink. Processed transaction growth from Interlink decreased 44% in the ~~full~~first quarter of fiscal 2013 as compared to the same prior-year period. This negative impact reflected an anticipated decline in U.S. debit processed transactions as a result of ~~revenue attributable to PlaySpan,~~certain provisions of the Dodd-Frank Act, which ~~was acquired~~became effective in ~~March~~the third quarter of ~~2011.~~fiscal 2012.

The following table sets forth components of our total operating expenses for the periods presented.

whole numbers, not the rounded numbers presented.

~~Other Income (Expense)~~

~~The following table sets forth the components of our other income (expense) for the periods presented.~~

Three months ended
March 31,
2012 vs. 2011
Six months ended
March 31,
2012 vs. 2011
2012 2011 $ Change
% Change⁽¹⁾
2012 2011 $ Change
% Change⁽¹⁾
(in millions, except percentages)
Interest Expense $ (7 ) $ (12 ) $ 5
(37 )% $ (17 ) $ (8 ) $ (9 ) NM
Investment income, net 9
9
—
— % 19
19
—
— %
Other 1
(3 ) 4
NM
—
(1 ) 1
(22 )%
Total Other Income (Expense) $ 3
$ (6 ) $ 9
NM
$ 2
$ 10
$ (8 ) (86 )%

Effective Income Tax Rate

~~Our effective income tax rate is a combination of federal, state and foreign statutory rates and certain required adjustments to taxable income.~~ The effective income tax rates were ~~20%~~28% and ~~28%~~36% for the three ~~and six~~ months ended ~~March~~December 31, 2012 ~~respectively,~~ and ~~36%~~2011, respectively. The effective tax rate for the three ~~and six~~ months ended ~~March~~December 31, ~~2011. During~~2012, was lower than the ~~three months~~effective tax rate in the same period in fiscal 2012 primarily due to:

Asrate, as a result of ~~these rule~~ changes in California ~~in our second fiscal quarter tax provision, we recorded the benefit of applying the lower rate retroactively to the beginning of the fiscal year and a one-time, non-cash benefit of~~ ~~$208 million~~ resulting from the remeasurement of our existing net deferred tax liabilities. The remeasurement of deferred taxes primarily consists of the remeasurement of deferred tax liabilities associated with $11 billion of indefinite-lived intangible assets previously recorded to reflect our reorganization in 2007.

The following table presents our adjusted effective income tax rates for the three and six months ended March 31, 2012, which excludes the one-time non-cash benefit resulting from the remeasurement of our net deferred tax liabilities. We believe the presentation of our adjusted effective income tax rates provides a clearer understanding of our operating performance for these periods. This one-time adjustment to remeasure our deferred taxes has no cash impact to us. We therefore believe that the resulting benefit recorded in our effective income tax rates is not indicative of our financial performanceapportionment rules adopted in the ~~current or future periods.~~second quarter of fiscal 2012.

Three Months
Ended
March 31, 2012⁽¹⁾

Six Months
Ended
March 31, 2012⁽¹⁾
Effective tax rate (as reported) 19.7 % 28.1 %
Remeasurement of deferred tax liabilities 12.9 % 6.4 %
Adjusted effective income tax rate 32.6 % 34.6 %

For the full year, we anticipate that our annual ~~adjusted~~ effective income tax rate will be between ~~33%~~30% and ~~34%~~32%.

In the fourth quarter of fiscal 2012, the U.S. Internal Revenue Service (IRS) completed its examination of our U.S. federal tax returns for fiscal years 2006 through 2008. All issues examined were resolved with no significant adjustments. The federal statute of limitations for the aforementioned fiscal years was scheduled to expire in June of 2013. However, to accommodate certain administrative IRS procedures, the federal statute of limitations for these years is now expected to expire on December 31, 2013. We do not expect the IRS to raise any additional issues related to these fiscal years that could have a material impact on our results of operations or financial position.

Liquidity and Capital Resources

The following table summarizes our cash flow activity for the periods presented.

Operating activities.Cash used in operating activities during the first quarter of fiscal 2013, reflects payments from the litigation escrow account totaling $4.4 billion in connection with the covered litigation. As these payments were made from our litigation escrow account, they are also reflected as a cash inflow under financing activities. See Note 2—Retrospective Responsibility Plan and Note 10—Legal Matters to our unaudited consolidated financial statements. Absent these litigation payments, cash provided by operating activities ~~was higher~~has increased as compared to the prior year period, primarily reflecting higher net income, including non-controlling interest. Both periods also contain other significant operational payments including those related to client incentives, settlement transactions and our annual incentive compensation payments, which were broadly consistent year over year. Although we expect the new U.S. debit regulations to moderate the pace of our growth in ~~operating cash in~~ net income.~~fiscal 2012, we believe that cash flow generated from~~

~~operating activities will be more than sufficient to meet our ongoing operational needs.~~

Investing activities.Cash used in investing activities was higher compared to the prior year, primarily reflecting ~~net~~less proceeds received from maturities and sales of available-for-sale investment securities, offset by an increase in purchases of long-term available-for-sale investment ~~securities of~~ securities.

~~$610 million~~Financing activities. ~~and purchases of intangible assets of~~ ~~$35 million~~ ~~during the~~ ~~first half of fiscal 2012~~. Cash ~~used in investing~~provided by financing activities during the ~~six~~three months ended December 31, 2012~~March 31, 2011~~ ~~primarily~~, reflects the ~~acquisition~~funding of ~~PlaySpan for $162 million, net of $18 million in cash received, and purchases of property, equipment and technology.~~

~~Cash used in financing activities primarily reflects a deposit of approximately~~ ~~$1.57 billion~~ ~~into~~payments from the litigation escrow account totaling $~~75 million~~4.4 billion in connection with the covered litigation, offset by $~~0 million~~1.3 billion~~in repurchases of our~~ used to repurchase class A common stock in the open ~~market and dividend payments of~~ ~~$300 million. Comparatively,~~market. Activity in the prior year ~~we made~~primarily reflected a deposit of ~~$1.2 billion~~ into the litigation escrow account ~~repurchased~~totaling $~~536 million~~ ~~of our class A common stock in the open market, and paid quarterly dividends of~~ ~~$215 million~~1.6 billion.

Sources of Liquidity

Our primary sources of liquidity are cash on hand, cash flow from ~~our~~ operations, anour investment portfolio and access to various equity and borrowing arrangements. Funds from operations are maintained in cash and cash equivalents and short-term or long-term available-for-sale investment securities based upon our funding requirements, access to liquidity from these holdings and the returns that these holdings provide. We believe that cash flow generated from operations, in conjunction with access to our other sources of liquidity, will be more than sufficient to meet our ongoing operational needs.

Cash and cash equivalents and short-term and long-term available-for-sale investment securities ~~both short and long-term,~~ held by our foreign subsidiaries ~~was~~totaled $~~2.8 billion~~ ~~and~~ ~~$2.1~~3.6 billion at ~~March~~December 31, 2012 ~~and September 30, 2011, respectively.~~. If it were necessary to repatriate these funds ~~are needed~~ for ~~our operations~~use in the ~~U.S.,~~United States, we would be required to ~~accrue and~~ pay U.S. income taxes ~~to repatriate~~on these ~~funds. However,~~amounts. The amount of income taxes that would have resulted had these funds been repatriated is not practicably determinable. It is our intent is to indefinitely reinvest the majority of these funds outside of the United States. As such, we have not accrued any U.S.~~, and~~ income tax provision in our ~~current plans do not demonstrate a need~~financial results related to ~~repatriate them to fund our U.S. operations.~~the majority of these funds.

There has been no significant change to our primary uses of liquidity since September 30, ~~2011~~2012, except as discussed below. Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.

Reduction in as-converted ~~shares.~~ ~~During the~~ ~~three~~ ~~months ended~~ ~~March 31, 2012, there was no activity to reduce as-converted~~ class A common stock. During the three months ended December 31, ~~2011~~2012, ~~total as-converted~~we repurchased 9 million shares of our class A common stock, ~~was reduced by~~using ~~16.2 million~~ ~~shares, which was funded from~~ $~~1.6~~1.3 billion of ~~our operating~~ cash on hand. ~~Of the~~At ~~$1.6 billion~~, ~~$75 million$0 millionwas used to repurchase class A common stock in the open market. In addition, we deposited~~ ~~$1.57 billion~~ from our operating cash into the litigation escrow account previously established under the retrospective responsibility plan. This deposit has the same economic effect on earnings per share as repurchasing the Company's class A common stock as it reduces the as-converted class B common stock share count. The deposit reduced funds previously allocated to the amended July 2011 share repurchase program, which had no remaining authorized funds as of MarchDecember 31, ~~2012. See~~ ~~Note 2—Retrospective Responsibility Plan~~ ~~and~~ ~~Note 7—Stockholders' Equity~~ ~~to our unaudited consolidated financial statements.~~

In ~~February~~ 2012, we ~~announced a new~~had $~~500 million~~1.1 billion ~~share repurchase program~~of remaining funds authorized by the board of ~~directors. The authorization will~~directors available for share repurchase. In January 2013, our board of directors authorized an additional $1.8 billion share repurchase program to be in effect through ~~February 1, 2013~~January 2014~~, and the terms of the program are subject to change at the discretion of the board of directors.~~. See Note 7—6—Stockholders' Equityto our unaudited consolidated financial statements.

Dividends. During the ~~first half of fiscal~~three months ended December 31, 2012, we paid $~~300~~220 million in dividends. On ~~April 26, 2012~~January 30, 2013, our board of directors declared a dividend in the amount of $~~0.22~~0.33 per share of class A common stock (determined in the case of class B and class C common stock on an as-converted basis), which will be paid on ~~June~~March 5, ~~2012~~2013. See Note 7—6—Stockholders' Equity to our unaudited consolidated financial statements. We expect to continue paying quarterly dividends in cash, subject to approval by ~~our~~the board of directors.Class B and Class C common stock will share ratably on an as-converted basis in such future dividends.

Visa Europe put option agreement. We have granted Visa Europe a perpetual put option which, if exercised, will require us to purchase all of the outstanding shares of capital stock of Visa Europe from its members. Visa Europe may exercise the put option at any time. At ~~March~~December 31, 2012, we determined the fair value of the put option liability to be approximately $145 million. While this amount represents the fair value of the put option at ~~March~~December 31, 2012, it does not represent the actual purchase price that we may be required to pay if the option is exercised. The

purchase price we could be obligated to pay 285 days after exercise will represent a substantial financial obligation, which could be several billion dollars or more. We may need to obtain third-party financing, either by borrowing funds or by undertaking a subsequent equity offering in order to fund this payment. The amount of this potential obligation could vary dramatically based on, among other things, Visa Europe’s adjusted sustainable income and our P/E ratio at the date of exercise. ~~See~~ ~~Note 3—Fair Value Measurements~~.

Fair Value Measurements—Financial Instruments

As of ~~March~~December 31, 2012, our financial instruments measured at fair value on a recurring basis included $~~8.3~~5.4 billion of assets and $~~177~~157 million of ~~liabilities, of which~~liabilities. Of these instruments, $~~178~~152 million, or less than 2%3% ~~of total financial instruments held,~~, had significant unobservable ~~inputs. For these instruments, we lacked observable market data to corroborate either~~inputs, with the ~~non-binding market consensus prices or the non-binding broker quotes. At~~Visa Europe put option liability constituting ~~March 31, 2012~~$145 million~~, debt instruments in~~ of this ~~category included auction rate securities.~~amount. See Note 3—Fair Value Measurements and Investments to our unaudited consolidated financial statements.

For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2011~~2012, filed with the SEC on November ~~18, 2011~~15, 2012.

ISSUER PURCHASES OF EQUITY SECURITIES

May Yet Be Purchased

The figures in the table reflect transactions according to trade dates. For purposes of the Company's consolidated financial statements included in this Form 10-Q, the impact of these repurchases is recorded according to settlement dates. In January 2013, the Company's board of directors authorized an additional $1.8 billion share repurchase program to be in effect through January 2014.

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Accounting Officer)



Delaware		26-0267673
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

P.O. Box 8999 San Francisco, California		94128-8999
(Address of principal executive offices)		(Zip Code)



Large accelerated filer þ	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company.)	Smaller Reporting Company ¨




		Page
PART I.	Financial Information	34

Item 1.	Financial Statements (unaudited)	34
	Consolidated Balance Sheets—~~March~~December 31, 2012 and September 30, ~~2011~~2012	34
	Consolidated Statements of Operations—Three ~~and Six~~ Months Ended ~~March~~December 31, 2012 and 2011	56
	Consolidated Statements of Comprehensive Income—Three ~~and Six~~ Months Ended ~~March~~December 31, 2012 and 2011	78
	Consolidated Statement of Changes in Equity—~~Six~~Three Months Ended ~~March~~December 31, 2012	89
	Consolidated Statements of Cash Flows—~~Six~~Three Months Ended ~~March~~December 31, 2012 and 2011	910
	Notes to Consolidated Financial Statements (unaudited)	1112
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2322
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3228
Item 4.	Controls and Procedures	3229

PART II.	Other Information	3330

Item 1.	Legal Proceedings	3330
Item 1A.	Risk Factors	3330
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3330
Item 3.	Defaults Upon Senior Securities	3330
Item 4.	Mine Safety Disclosures	3330
Item 5.	Other Information	3330
Item 6.	Exhibits	3331
	Signatures	3432
	Exhibit Index	3533


	March 31, 2012		September 30, 2011		December 31, 2012		September 30, 2012
	(in millions, except par value data)				(in millions, except par value data)
Assets
Cash and cash equivalents	$	2,042	$	2,127	$	1,334	$	2,074
Restricted cash—litigation escrow (Note 2)	4,282		2,857		49		4,432
Investment securities
Trading	66		57		74		66
Available-for-sale	849		1,214		1,377		677
Income tax receivable					1,341		179
Settlement receivable	508		412		859		454
Accounts receivable	655		560		801		723
Customer collateral (Note 5)	898		931		819		823
Current portion of client incentives	233		278		168		209
Deferred tax assets	430		489		389		2,027
Prepaid expenses and other current assets	332		265		176		122
Total current assets	10,295		9,190		7,387		11,786
Investment securities, available-for-sale	1,696		711		3,401		3,283
Client incentives	98		85		40		58
Property, equipment and technology, net	1,540		1,541		1,641		1,634
Other assets	112		129		306		151
Intangible assets, net	11,437		11,436		11,403		11,420
Goodwill	11,668		11,668		11,681		11,681
Total assets	$	36,846	$	34,760	$	35,859	$	40,013
Liabilities
Accounts payable	$	75	$	169	$	114	$	152
Settlement payable	702		449		1,072		719
Customer collateral (Note 5)	898		931		819		823
Accrued compensation and benefits	332		387		288		460
Client incentives	750		528		871		830
Accrued liabilities	544		562		578		584
Accrued litigation (Note 11)	286		425
Accrued litigation (Note 10)					5		4,386
Total current liabilities	3,587		3,451		3,747		7,954
Deferred tax liabilities	3,941		4,205		4,057		4,058
Other liabilities (Note 6)	797		667
Other liabilities					467		371
Total liabilities	8,325		8,323		8,271		12,383



	Three Months Ended March 31,						Six Months Ended March 31,
	2012			2011			2012			2011
	(in millions, except per share data)
Operating Revenues
Service revenues	$	1,241		$	1,093		$	2,392		$	2,101
Data processing revenues	922			823			1,873			1,667
International transaction revenues	733			624			1,481			1,254
Other revenues	179			156			357			317
Client incentives	(497		)	(451		)	(978		)	(856		)
Total operating revenues	2,578			2,245			5,125			4,483
Operating Expenses
Personnel	431			351			820			708
Network and processing	103			80			201			160
Marketing	170			183			360			380
Professional fees	82			77			152			138
Depreciation and amortization	80			70			160			137
General and administrative	106			95			208			205
Litigation provision (Note 11)	—			6			—			6
Total operating expenses	972			862			1,901			1,734
Operating income	1,606			1,383			3,224			2,749
Other Income (Expense)
Interest expense	(7		)	(12		)	(17		)	(8		)
Investment income, net	9			9			19			19
Other	1			(3		)	—			(1		)
Total other income (expense)	3			(6		)	2			10
Income before income taxes	1,609			1,377			3,226			2,759
Income tax provision	317			497			907			995
Net income including non-controlling interest	1,292			880			2,319			1,764
Loss attributable to non-controlling interest	—			1			2			1
Net income attributable to Visa Inc.	$	1,292		$	881		$	2,321		$	1,765



x	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~



¨	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~



	Three Months Ended December 31,
	2012			2011
	(in millions, except per share data)
Operating Revenues
Service revenues	$	1,300		$	1,151
Data processing revenues	1,115			951
International transaction revenues	805			748
Other revenues	179			178
Client incentives	(553		)	(481		)
Total operating revenues	2,846			2,547
Operating Expenses
Personnel	454			389
Marketing	193			190
Network and processing	110			98
Professional fees	88			70
Depreciation and amortization	92			80
General and administrative	106			102
Litigation provision (Note 10)	3			—
Total operating expenses	1,046			929
Operating income	1,800			1,618
Non-operating income (expense)	1			(1		)
Income before income taxes	1,801			1,617
Income tax provision	508			590
Net income including non-controlling interest	1,293			1,027
Loss attributable to non-controlling interest	—			2
Net income attributable to Visa Inc.	$	1,293		$	1,029



	Common Stock					Additional Paid-In Capital			Accumulated Income			Accumulated Other Comprehensive Loss			Non-controlling Interests			Total Equity
	Class A		Class B	Class C
	(in millions, except per share data)
Balance as of September 30, 2011	520		245	47		$	19,907		$	6,706		$	(176	)	$	—		$	26,437
Net income attributable to Visa Inc.									2,321									2,321
Loss attributable to non-controlling interest															(2		)	(2		)
Other comprehensive income, net of tax																		—
Comprehensive income including non-controlling interest																		2,319
Issuance of restricted share awards	1																	—
Conversion of class C common stock upon sale into public market (Note 7)	6			(6	)													—
Share-based compensation						76												76
Excess tax benefit for share-based compensation						27												27
Cash proceeds from exercise of stock options	2					77												77
Restricted stock instruments settled in cash for taxes⁽¹⁾						(39		)										(39		)
Cash dividends declared and paid, at a quarterly amount of $0.22 per as-converted share (Note 7)									(300		)							(300		)
Repurchase of class A common stock (Note 7)	(1	)				(36		)	(39		)							(75		)
Purchase of non-controlling interest in joint venture						(3		)							2			(1		)
Balance as of March 31, 2012	528		245	41		$	20,009		$	8,688		$	(176	)	$	—		$	28,521



	Common Stock					Additional Paid-In Capital			Accumulated Income (Deficit)			Accumulated Other Comprehensive (Loss) Income			Total Equity
	Class A		Class B	Class C		Additional Paid-In Capital			Accumulated Income (Deficit)			Accumulated Other Comprehensive (Loss) Income			Total Equity
	(in millions, except per share data)
Balance as of September 30, 2012	535		245	31		$	19,992		$	7,809		$	(171	)	$	27,630
Net income attributable to Visa Inc.									1,293						1,293
Other comprehensive income, net of tax												34			34
Comprehensive income including non-controlling interest															1,327
Issuance of restricted stock awards	1														—
Conversion of class C common stock upon sale into public market (Note 6)	2			(2	)										—
Share-based compensation						48									48
Excess tax benefit for share-based compensation						50									50
Cash proceeds from exercise of stock options	1					70									70
Restricted stock and performance shares settled in cash for taxes⁽¹⁾	—					(64		)							(64		)
Cash dividends declared and paid, at a quarterly amount of $0.33 per as-converted share (Note 6)									(220		)				(220		)
Repurchase of class A common stock (Note 6)	(9	)				(368		)	(885		)				(1,253		)
Balance as of December 31, 2012	530		245	29		$	19,728		$	7,997		$	(137	)	$	27,588



	(in millions)
Balance at October 1, 2011	$	2,857
Deposit into the litigation escrow account	1,565
American Express settlement payment	(140		)
Balance at March 31, 2012	$	4,282



	(in millions)
Balance at October 1, 2012	$	4,432
Payments to settlement funds⁽¹⁾
Class plaintiffs	(4,033		)
Individual plaintiffs	(350		)
Balance at December 31, 2012	$	49


	Fair Value Measurements Using Inputs Considered as												Fair Value Measurements Using Inputs Considered as
	Level 1				Level 2				Level 3				Level 1				Level 2				Level 3
	March 31, 2012		September 30, 2011		March 31, 2012		September 30, 2011		March 31, 2012		September 30, 2011		December 31, 2012		September 30, 2012		December 31, 2012		September 30, 2012		December 31, 2012		September 30, 2012
	(in millions)												(in millions)
Assets
Cash equivalents and restricted cash
Money market funds and time deposits	$	5,653	$	4,225
U.S. government-sponsored debt securities					$	—	$	175
Investment securities
Money market funds													$	435	$	5,676
Commercial paper																	$	96	$	93
Investment securities, Trading
Equity securities													74		66
Investment securities, available-for-sale
U.S. government-sponsored debt securities					2,118		1,568										2,963		2,821
U.S. Treasury securities	407		350										1,539		1,066
Equity securities	79		57										62		2
Corporate debt securities																	207		63
Auction rate securities									$	7	$	7									$	7	$	7
Prepaid and other current assets
Foreign exchange derivative instruments					19		30										16		13
	$	6,139	$	4,632	$	2,137	$	1,773	$	7	$	7
Total													$	2,110	$	6,810	$	3,282	$	2,990	$	7	$	7
Liabilities
Accrued liabilities
Visa Europe put option									$	145	$	145									$	145	$	145
Earn-out related to PlaySpan acquisition									26		24										—		12
Foreign exchange derivative instruments					$	6	$	7									$	12	$	11
Total													$	—	$	—	$	12	$	11	$	145	$	157


	Pension Benefits												Other Postretirement Benefits												Pension Benefits						Other Postretirement Benefits
	Three Months Ended March 31,						Six Months Ended March 31,						Three Months Ended March 31,						Six Months Ended March 31,						Three months ended December 31,
	2012			2011			2012			2011			2012			2011			2012			2011			2012			2011			2012			2011
	(in millions)																								(in millions)
Service cost	$	9		$	11		$	19		$	20		$	—		$	—		$	—		$	—		$	10		$	10		$	—		$	—
Interest cost	10			9			20			19			1			1			1			1			9			10			—			—
Expected return on assets	(13		)	(13		)	(27		)	(27		)	—			—			—			—			(16		)	(14		)	—			—
Amortization of:
Prior service credit	(3		)	(2		)	(5		)	(4		)	(1		)	(1		)	(2		)	(2		)	(2		)	(2		)	(1		)	(1		)
Actuarial loss	8			4			16			9			—			—			—			—			7			8			—			—
Total net periodic benefit cost	$	11		$	9		$	23		$	17		$	—		$	—		$	(1	)	$	(1	)	$	8		$	12		$	(1	)	$	(1	)



	March 31, 2012		September 30, 2011
	(in millions)
Accrued income taxes	$	521	$	468
Employee benefits	136		106
Accrued interest on income taxes	80		66
Other	60		27
Total	$	797	$	667



(in millions, except conversion rate)	Shares Outstanding at March 31, 2012	Conversion Rate Into Class A Common Stock	As-converted Class A Common Stock⁽¹⁾
Class A common stock	528	—	528
Class B common stock	245	0.4254	104
Class C common stock	41	1.0000	41
Total			673


⁽¹⁾	~~Figures may not sum due to rounding. As-converted class A common stock count calculated based on whole numbers.~~



(in millions, except conversion rate)	Shares Outstanding	Conversion Rate Into Class A Common Stock	As-converted Class A Common Stock⁽¹⁾
Class A common stock	530	—	530
Class B common stock	245	0.4206	103
Class C common stock	29	1.0000	29
Total			662


⁽¹⁾	Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on whole numbers, not the rounded numbers presented.


⁽¹⁾	All shares repurchased in the open market have been retired and constitute authorized but unissued shares.



(in millions, except per share data)	March 31, 2012
Deposit under the retrospective responsibility plan	$	1,565
Effective price per share⁽¹⁾	$	101.75
Reduction in equivalent number of shares of class A common stock	15.4
Conversion rate of class B common stock to class A common stock after deposit	0.4254
As-converted class B common stock after deposit	104


⁽¹⁾	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 amended and restated certificate of incorporation.


⁽⁴⁾	Participating securities are unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, such as the Company's restricted stock awards, restricted stock units and earned performance-based shares.


	Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price		Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price
Non-qualified stock options	432,144	$	29.54	$	92.70	544,923	$	38.77	$	145.65
Restricted stock awards (RSA)	906,499	94.32
Restricted stock units (RSU)	418,716	96.10
Restricted stock awards ("RSAs")						844,907	145.65
Restricted stock units ("RSUs")						324,673	145.65
Performance-based shares⁽¹⁾	66,114	97.84				230,518	164.14


⁽¹⁾	~~The ultimate number of performance shares to be earned will be between~~ ~~zero~~ ~~and~~ ~~132,227, depending on a combination of service, performance and market conditions.~~



	Three Months Ended March 31, 2012						Six Months Ended March 31, 2012
	(in millions, except per share data)
	Net income attributable to Visa Inc.			Fully-diluted earnings per share⁽¹⁾			Net Income Attributable to Visa Inc.			Fully-diluted earnings per share⁽¹⁾
As reported	$	1,292		$	1.91		$	2,321		$	3.40
Impact of deferred tax adjustment	(208		)	(0.31		)	(208		)	(0.30		)
Adjusted	$	1,084		$	1.60		$	2,113		$	3.09
Weighted-average number of diluted shares outstanding (as reported)				676						683


⁽¹⁾	Figures in the table may not ~~sum~~recalculate exactly due to rounding. Percentage ~~change~~changes are calculated based on whole numbers, not the rounded ~~numbers.~~numbers presented.


⁽²⁾	Service revenues in a given quarter are assessed based on payments volume in the prior quarter. Therefore, service revenues reported ~~with respect to~~for the three ~~and six~~ months ended ~~March~~December 31, 2012 and 2011, were based on payments volume reported by our financial institution clients for the three months ended ~~three and six~~September 30, 2012 ~~months ended~~and


	Three months ended March 31,				Six months ended March 31,				Three months ended December 31,
	2012	2011	% Change⁽¹⁾		2012	2011	% Change⁽¹⁾		2012	2011	% Change
	(in millions, except percentages)
Visa processed transactions⁽²⁾	13,038	12,040	8	%	26,638	24,621	8	%	14,159	13,600	4	%
CyberSource billable transactions⁽³⁾	1,281	1,018	26	%	2,516	2,004	26	%	1,581	1,235	28	%


⁽²⁾	Represents transactions involving Visa, Visa Electron, Interlink and PLUS cards processed on ~~Visa’s~~Visa's networks.


⁽³⁾	Transactions include, but are not limited to, authorization, settlement payment network connectivity, fraud management, payment security management, tax services and delivery address verification.


	Three months ended March 31,				2012 vs. 2011				Six months ended March 31,				2012 vs. 2011				Three Months Ended December 31,				2012 vs. 2011
	2012		2011		$ Change		% Change⁽¹⁾		2012		2011		$ Change		% Change⁽¹⁾		2012		2011		$ Change		% Change⁽¹⁾
	(in millions, except percentages)																(in millions, except percentages)
U.S.	$	1,364	$	1,243	$	121	10	%	$	2,750	$	2,522	$	228	9	%	$	1,527	$	1,386	$	141	10	%
Rest of world	1,159		951		208		22	%	2,265		1,860		405		22	%	1,264		1,106		158		14	%
Visa Europe	55		51		4		8	%	110		101		9		9	%	55		55		—		—	%
Total Operating Revenues	$	2,578	$	2,245	$	333	15	%	$	5,125	$	4,483	$	642	14	%	$	2,846	$	2,547	$	299	12	%


▪	~~Depreciation and amortization~~ ~~increased, primarily reflecting the impact of newly acquired technology and intangible assets from our acquisitions of PlaySpan and Fundamo.~~


▪	~~General and administrative~~ ~~increased, primarily reflecting an increase in travel to support our international expansion.~~


⁽¹⁾	~~Percentage change calculated based on whole numbers, not rounded numbers.~~