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)



	March 31, 2013			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, 519 and 535 shares issued and outstanding at March 31, 2013, and September 30, 2012, respectively (Note 7)	—			—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at March 31, 2013, and September 30, 2012 (Note 7)	—			—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 29 and 31 shares issued and outstanding at March 31, 2013, and September 30, 2012, respectively (Note 7)	—			—
Additional paid-in capital	19,305			19,992
Accumulated income	7,723			7,809
Accumulated other comprehensive income (loss), net
Investment securities, available-for-sale	35			3
Defined benefit pension and other postretirement plans	(183		)	(186		)
Derivative instruments classified as cash flow hedges	16			13
Foreign currency translation adjustments	(1		)	(1		)
Total accumulated other comprehensive loss, net	(133		)	(171		)
Total equity	26,895			27,630
Total liabilities and equity	$	35,059		$	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 31, ~~2012~~2013

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”~~("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 the first quarter of fiscal 2013, 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." 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”~~("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~~periods 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 deferred the requirement to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income. 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 report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income. The standard impacts presentation only and does not impact the underlying components of other comprehensive income or net income. The Company will adopt the standard effective October 1, 2013. The adoption 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 Company adopted ASU 2012-02 effective October 1, 2012, and applied the new guidance in its annual impairment

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

review of indefinite-lived intangible assets as of February 1, 2013. See Note 3—Fair Value Measurements and Investments. The adoption did not have a material impact on the consolidated financial statements.

In January 2013, the FASB issued ASU ~~2011-12,~~2013-01, which ~~defers a component~~clarifies the scope of ASU ~~2011-05 that~~2011-11. As amended, ASU 2011-11 requires disclosure of the effect or potential effect of offsetting arrangements on a Company's financial position as well as enhanced disclosure of the rights of offset associated with a Company's recognized derivative instruments, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and lending transactions. The amended standard impacts presentation ~~of reclassification adjustments for items that are reclassified from other comprehensive income~~only and is not expected to ~~net income. All other components of ASU 2011-05 are~~have a material impact on the consolidated financial statements. The Company will adopt the standard effective October 1, ~~2012. Adoption~~2013.

In February 2013, the FASB issued ASU 2013-04, which provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The Company will adopt the standard effective October 1, 2014. The adoption is not expected to have a material impact on the consolidated financial statements.

In March 2013, the FASB issued ASU 2013-05, which clarifies the applicable guidance for the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity, or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The Company will adopt the standard effective October 1, 2014. The adoption is 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 11—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 months ended March 31, ~~2012~~2013.

~~Note 3—Fair Value Measurements~~

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

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 3—Fair Value Measurements and Investments

Fair Value Measurements

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

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~~,2013, and concluded that there was no impairment. No recent events or changes in circumstances indicate that impairment existed at March 31, ~~2012~~2013.

Other Financial Instruments Not Measured at Fair Value

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

. The Company had $7$54 million in gross unrealized gains and no$1 million in gross unrealized losses at March 31, 2013. 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 $1 million gross unrealized losses onat September 30, 2012. A majority of the Company's available-for-sale investment securities atwith stated maturities are due within one to five years.

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Commercial paper program. Visa maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. On February 7, 2013, the Company replaced the existing $500 million program with a new commercial paper program. Under the new program, the Company is authorized to issue up to $3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance. The Company had no outstanding obligations under either program during the six months ended March 31, ~~2012.~~2013.

Credit facility. On January 31, 2013, the Company entered into an unsecured $3.0 billion revolving credit facility (the “Credit Facility”). The Credit Facility, which expires on January 30, 2014, replaced the Company's existing $3.0 billion credit facility, which would have expired on February 15, 2013. The Credit Facility contains covenants and events of default customary for facilities of this type. The participating lenders in the Credit Facility include affiliates of certain holders of the Company's class B and class C common stock and some of the Company's clients or affiliates of its clients. This facility is maintained to provide liquidity in the event of settlement failures by the Company's clients, to back up the commercial paper program and for general corporate purposes.

Interest on borrowings under the Credit Facility would be charged at the London Interbank Offered Rate ("LIBOR") or an alternative base rate, in each case plus applicable margins that fluctuate based on the applicable credit rating of the Company's senior unsecured long-term debt. Visa also agreed to pay a commitment fee, which will fluctuate based on the credit rating of the Company's senior unsecured long-term debt. Currently, the applicable margin is 0.00% to 0.75% depending on the type of the loan, and the commitment fee is 0.05%. 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 securities are scheduled to mature by October 2014.borrowings under either facility and the Company was in compliance with all related covenants during the six months ended March 31, 2013.

Note 4—5—Pension and Other Postretirement Benefits

Note 5—6—Settlement Guarantee Management

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

these settlement exposure amounts, $3.5 billion at March 31, 2013 and September 30, 2012, were covered by collateral.

~~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

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, the Company used~~ ~~$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, the Company deposited~~ ~~$1.57 billion$0.00 billion~~of 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 because it reduces the as-converted class B common stock share count.

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

~~board of directors. The authorization will be 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~~.

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

~~Note 8—Earnings Per Share~~

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 $ 1,006
   524
$ 1.92
$ 1,292
   676
⁽²⁾
$ 1.91
Class B 200
⁽³⁾
245
0.82
200
⁽³⁾
245
   0.81
Class C 81
   42
1.92
80
   42
   1.91
Participating securities⁽⁴⁾
5
   Not presented
Not presented
5
   Not presented
   Not presented
Net income attributable to Visa Inc. $ 1,292

Note 8—Earnings Per Share

The following table presents ~~basic and diluted~~ earnings per share for the ~~six~~three months ended March 31, ~~2012~~2013.

The following table presents ~~basic and diluted~~earnings per share for the six months ended March 31, 2013.⁽¹⁾

The following table presents earnings per share for the three months ended March 31, ~~2011~~2012.⁽¹⁾

~~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	$	1,006	524	$	1.92	$	1,292	676	⁽³⁾	$	1.91
Class B common stock	200		245	0.82		200		245		0.81
Class C common stock	81		42	1.92		80		42		1.91
Participating securities⁽⁴⁾	5		Not presented	Not presented		5		Not presented		Not presented
Net income attributable to Visa Inc.	$	1,292

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents earnings per share for the six months ended March 31, 2012. ⁽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 for the three and six months ended March 31, 2013, and 104 million and 2112 million ~~dilutive shares of outstanding stock awards~~ for the three and six months ended March 31, 2012, respectively.

Weighted-average diluted shares outstanding are calculated on an as-converted basis, and include incremental common stock equivalents, as calculated under the treasury stock method. The computation includes 2 million common stock equivalents for the three and six months ended March 31, ~~2011~~2013, ~~respectively. The computation of weighted-average dilutive shares outstanding excluded stock options to purchase less than~~and 13 million ~~shares of common stock~~ for the three and six months ended March 31, 2012 ~~and~~, because their effect would have been dilutive. The computation excludes less than 21 million common stock equivalents for the three and six months endedMarch 31, ~~2011~~2013 and 2012, 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—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 months ended March 31, ~~2012~~2013:

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—Income Taxes

The effective income tax rates were 32% and 30% for the three and six months ended March 31, 2013, respectively, and 20% and 28% for the three and six months ended March 31, 2012,~~, respectively, and~~ ~~36%~~ ~~for the~~ ~~three and six~~ ~~months ended~~ ~~March 31, 2011. During the three months ended~~ ~~March 31, 2012, the state of California approved certain changes to its state tax apportionment rules,~~ respectively. The effective ~~retroactively to the beginning of fiscal 2012, which lowered the Company~~'~~s overall state tax rate. This change was the primary cause of the overall decrease in the Company~~'~~s effective income~~ tax rates for ~~these periods.~~the three and six months ended March 31, 2013, differ from the effective tax rates in the same periods in fiscal 2012 due mainly to:

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Asa $76 million tax benefit recognized in the first quarter of fiscal 2013, as a result of ~~these rule changes in~~new guidance issued by the state of California in regarding apportionment rules for years prior to fiscal 2012; and

the ~~second fiscal quarter tax provision, the Company recorded the benefit~~absence 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 existing net deferred tax ~~liabilities. The remeasurement~~liabilities recorded in the second quarter of ~~deferred taxes primarily consists~~fiscal 2012 as a result of the ~~remeasurement of deferred tax liabilities associated with~~ California state apportionment rule changes adopted during that quarter~~$11 billion~~. ~~of indefinite-lived intangible assets previously recorded to reflect our reorganization in 2007.~~

During the three and six months ended March 31, ~~2012~~,2013, the Company's gross unrecognized tax benefits ~~related to tax positions taken in the current period~~ increased by $33338 million and $221 million, ~~all~~respectively, $247 million and $171 million of which, respectively, would ~~affect the~~favorably impact our effective income tax rate if recognized. The increase in gross unrecognized tax benefits is primarily due to ~~potential audit adjustments~~changes in judgments and estimates related to various ~~ongoing non-U.S. audits.~~state tax positions across several jurisdictions. During the ~~same period,~~three and six months ended March 31, 2013, the Company accrued $3 million and $5 million of interest, respectively, and $1 million and $2 million of penalties, respectively, related to uncertain tax positions. During the three and six months ended March 31, 2012, the Company accrued $7 million and $14 millionof interest, respectively, and no penalties related to uncertain tax positions.

The Company reclassified $1.6 billion from deferred tax assets to income tax receivable in the first quarter of the current fiscal year 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 PlanandNote 11—Legal Matters. The income tax receivable will be applied to reduce income taxes payable throughout fiscal 2013.

Note 11—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

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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~~agreement, which was submitted to the ~~January~~court for preliminary approval on August 20, 2012 ~~payment to American Express.~~and executed as of September 6, 2012. The court entered an order preliminarily approving the settlement on November 20, 2012. On April 11, 2013, the settlement in the Credit/Debit Tying Cases was granted final approval. On April 25, 2013, in light of the proceedings in the Credit/Debit Card Tying Cases, the Attridge case was stayed until September 20, 2013.

The Interchange Litigation

Multidistrict Litigation Proceedings (MDL). The ~~Company remains actively involved~~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 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 the settlement, ~~discussions under~~or otherwise concludes the ~~auspices~~matters by entry of a final judgment. On December 17, 2012, certain objectors filed a motion asking the court of 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 settlement fund established pursuant to the definitive class settlement agreement.

Other Litigation

“Indirect Purchaser” Actions. In the Credit/Debit Card Tying Cases, the court entered an order preliminarily approving the settlement on November 20, 2012. On April 11, 2013, the court entered an order finally approving the settlement and entered judgment.

European Interchange Proceedings

European Commission. On March 8, 2013, Visa Inc. and Visa International received a redacted copy of the ~~court~~supplementary Statement of Objections (“SSO”) that was previously announced by the European Commission (“EC”) on July 31, 2012. On April 24, 2013, Visa Inc. and ~~believes~~Visa International received a less redacted version of the ~~parties are continuing~~SSO from the EC, but to ~~make progress. Many~~date have not received a complete copy of the SSO without redactions. The SSO alleges a breach of Article 101 of the Treaty on the Functioning of the European Union and Article 53 of the European Economic Area Agreement. Among other things, the SSO asserts claims jointly against Visa Europe, Visa Inc., and Visa International, objecting to: (1) the level of domestic credit interchange, primarily in the following eight European Economic Area member states: Ireland, Luxembourg, Sweden, Italy, Malta, Netherlands, Belgium, and Hungary; (2) the level of cross-border credit interchange for transactions at European merchants with respect to cards issued both in Europe and outside of Europe, and seeking the substantial reduction of both domestic and such cross-border credit interchange; (3) Visa Europe's rule prohibiting cross-border acquiring; and (4) other point-of-sale rules, such as the “Honor All Cards” and “no-surcharge” rules. The SSO also announces the EC's intention to impose fines. The potential amount of any fine resulting from the action could be substantial but cannot be estimated at this time. Visa Europe is obligated to indemnify Visa Inc. and Visa International in connection with this proceeding, in our opinion, including payment of any fines that may be imposed. However, on April 4, 2013, Visa Europe expressed an "initial" view that it is not obligated to indemnify Visa Inc. or Visa International for any claim in the SSO. Visa Inc. continues to firmly believe that Visa Europe is obligated to indemnify for all claims contained in the SSO, and has been in discussions with Visa Europe to resolve this issue.

Threatened Merchant Litigation. On March 22, 2013, Visa Inc. learned that counsel for private merchant plaintiffs have threatened to file litigation against Visa Europe, Visa Inc., and Visa International with respect to interchange rates in Europe. While the amount of interchange being challenged could be substantial, the full scope of the claims is not known at this time. On March 28, 2013, Visa Europe, Visa Inc., Visa International and the plaintiffs entered into (1) a standstill agreement, which tolled any limitation periods that would have been applicable to the claims which had not yet expired; and (2) a costs agreement, which preserved the then-current recoverability rules in the United Kingdom which changed on April 1, 2013. Visa Europe is obligated to indemnify Visa Inc. and

2022

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

~~material uncertainties exist, however, including, among other things, uncertainties regarding~~Visa International in connection with this proceeding, in our opinion, and Visa Europe has agreed to bear certain costs contemplated by 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 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 estimate in light of the substantial uncertainties and mediation obstacles that persist. We are unable to estimate a potential loss or range of loss, if any, at trial if a negotiated resolution of the matter cannot be reached.

~~Other Litigation~~

~~“Indirect Purchaser” Actions.~~ ~~On January 9, 2012, the Court of Appeal of the State of California reversed the judgment 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,~~standstill agreement. However, on April ~~18, 2012, the state appellate court affirmed the trial court's dismissal of the case.~~

~~Vale Canjeable.~~ 4, 2013, Visa ~~filed extraordinary appeals of the two August 10 rulings~~Europe expressed an "initial" view that they are not obligated to indemnify Visa Inc. or Visa International for claims included within this threatened litigation. Visa Inc. continues to firmly believe that Visa Europe is obligated to indemnify for these claims, and has been in discussions with ~~the Supreme Court.~~Visa Europe to resolve this issue.

Canadian Competition Proceedings

~~Competition Bureau.~~ ~~Document production and examinations for discovery are complete. The hearing before the Competition Tribunal on the merits of the case is scheduled to begin on May 8, 2012.~~

~~Call Center~~Merchant Litigation. OnIn the Watson case, the plaintiff's reply materials in support of class certification were received on November 30, ~~2011, the court entered a final order approving the settlement and entering judgment~~2012. The class certification hearing commenced on April 22, 2013.

On December 3, 2012, plaintiff's counsel in the 1023926 Alberta Ltd. action filed an application for certification of a class action. On December 14, 2012, the Watson plaintiff's counsel filed another merchant class action in Alberta (MacaroniesHair Club and Laser Centre Inc.), which effectively mirrors the claims in the Watsoncase.

On January 4, 2013, plaintiff's counsel in the Canada Rent A Heater (2000) Ltd. action (now titled Crown and Hand Pub Ltd.) filed an application for certification of a class action. On January 23, 2013, the Watson plaintiff's counsel filed another action in Saskatchewan (Hello Baby Equipment Inc.), which effectively mirrors the claims in the Watson case.

Dynamic Currency Conversion ("DCC")

On February 4, 2013, the Australian Competition and Consumer Commission ("ACCC") commenced proceedings in the 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.~~Litigation

On February 13, 2013, the court granted the motion to dismiss and dismissed the cases without prejudice. On March 12, 2013, plaintiffs in the 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.~~

~~On January 10, 2012, the~~ ~~Bartron~~ ~~and~~ ~~Genese~~ ~~complaints were combined into a single amended complaint, now captioned~~ ~~Mackmin~~. The amended complaint challenges the same ATM access fee rules 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 of consumers in claims brought under Section 1 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.~~actions moved for an order altering or amending the court's February 13, 2013 order to provide that (1) the complaints (as opposed to the cases) are dismissed without prejudice, and (2) plaintiffs may move to amend their complaints. On April 15, 2013, plaintiffs in the National ATM Council class action and the Stoumbos case moved for leave to file amended complaints. On April 18, 2013, plaintiffs in the Mackmin case moved for leave to file an amended complaint.

~~U.S. Department of Justice Civil Investigative Demand.~~Consumer Financial Protection Bureau. On ~~March 13, 2012,~~February 7, 2013, Visa received a letter from the ~~Antitrust Division of the United States Department of Justice (the “Division”~~Consumer Financial Protection Bureau ("CFPB") ~~issued a Civil Investigative Demand, or “CID,” to Visa Inc.~~ seeking documents and information, on a voluntary basis, 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~~practices with respect to the ~~Reform Act, including Visa's Fixed Acquirer Network Fee. In~~conversion of U.S. cardholder foreign transactions from foreign currency into U.S. dollars. On March 20, 2013, Visa met with the ~~Division twice~~CFPB and provided information and materials in

~~Table of Contents~~

~~VISA INC.~~

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

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

CFPB's inquiry.

2223



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 and health conditions;~~a failure to raise the "debt ceiling" or to resolve the current sequestration in the United States;

▪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~~compromises 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~~we provide.

Overall economic conditions. Our business is affected by overall economic conditions and ~~to position Visa to serve more and different constituencies.~~consumer spending. Our business performance during the first half of fiscal 2013 reflects the impacts of a tepid global economic recovery.

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 of $208 million related to the remeasurement of our net deferred tax liabilities (“deferred tax adjustment”), which was 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~~presentation of ~~our financial performance in fiscal 2012 or any period therein. For~~adjusted net income and adjusted diluted earnings per share for the three and six months ended March 31, 2012, excluding the ~~impact~~$208 million benefit, provides a clearer understanding of ~~the deferred tax adjustment,~~our operating performance in those periods. The following tables present our financial results ~~in adjusted fully-diluted class A common stock earnings per share of $1.60 and $3.09, respectively.~~

~~During~~for the three and six months ended March 31, ~~2012, the state of California approved certain changes~~2013, as compared 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.

~~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.2012.

~~Table of Contents~~

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

~~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 any of the networks that an issuer has enabled to process those transactions.

We expect 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 fees 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 full 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~~ ~~$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 billion~~ of 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



	Three Months Ended March 31, 2013				Three 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	$	1,270	$	1.92	$	1,292		$	1.91
Impact of deferred tax adjustment	—		—		(208		)	(0.31		)
Adjusted	$	1,270	$	1.92	$	1,084		$	1.60
Weighted-average number of diluted shares outstanding (as reported)			660					676

Table of Contents



	Six Months Ended March 31, 2013				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	$	2,563	$	3.86	$	2,321		$	3.40
Impact of deferred tax adjustment	—		—		(208		)	(0.30		)
Adjusted	$	2,563	$	3.86	$	2,113		$	3.09
Weighted-average number of diluted shares outstanding (as reported)			665					683


⁽¹⁾	Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on whole numbers, not the rounded numbers presented.

~~reduced funds previously allocated~~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 court entered the preliminary approval order of the class plaintiffs' settlement agreement on November 27, 2012. On December 10, 2012, Visa paid approximately $4.0 billion from the litigation escrow account into a settlement fund established 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~~11—Legal Matters to our unaudited consolidated financial statements.

~~In February 2012,~~Reduction in as-converted class A common stock. During the three and six months ended March 31, 2013, we ~~announced a new~~repurchased ~~$500~~12 million and 20 million shares, respectively, of our class A common stock using $1.8 billion and $3.1 billion, respectively, of cash on hand. At March 31, 2013, we had $1.0 billion of remaining funds available for share repurchase ~~program~~ authorized by the board of directors. The authorization will be in effect through ~~February 1, 2013, and the terms of the program are subject to change at the discretion of the board of directors.~~January 2014. See Note 7—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~~periods, 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 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.

Table of Contents

The following ~~table sets forth~~tables present nominal payments ~~volume for the periods presented in nominal dollars.~~volume.⁽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 December 31, 2012 (2)		3 Months Ended December 31, 2011 (2)		% Change		3 Months Ended December 31, 2012 (2)		3 Months Ended December 31, 2011 (2)		% Change		3 Months Ended December 31, 2012 (2)		3 Months Ended December 31, 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	%	$	204	$	183	11	%	$	391	$	349	12	%	$	595	$	532	12	%
Consumer debit⁽³⁾	271		258		5	%	83		68		21	%	353		326		8	%	259		271		(4	)%	101		83		22	%	360		353		2	%
Commercial and other⁽³⁾	76		69		9	%	32		30		9	%	108		99		9	%	82		76		8	%	37		32		14	%	119		108		10	%
Total Nominal Payments Volume	$	529	$	493	7	%	$	464	$	405	15	%	$	993	$	897	11	%	$	545	$	529	3	%	$	529	$	464	14	%	$	1,074	$	993	8	%
Cash volume	107		98		8	%	489		431		13	%	596		530		12	%	109		107		2	%	512		489		5	%	621		596		4	%
Total Nominal Volume⁽⁴⁾	$	636	$	591	8	%	$	953	$	836	14	%	$	1,589	$	1,427	11	%	$	654	$	636	3	%	$	1,041	$	953	9	%	$	1,695	$	1,589	7	%

	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	%

Consumer debit⁽³⁾

Commercial and other⁽³⁾

Total Nominal Volume⁽⁴⁾

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 31, ~~2012~~2013 and ~~2011~~2012, were based on payments volume reported by our financial institution clients for the three and six months ended December 31, 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 in the low double-digits~~ for the full ~~2012~~2013 fiscal ~~year.~~year to be in the low double digits.

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 31, ~~2012 compared~~2013, 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.~~remainder of fiscal 2013.

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

Data processing revenues also benefited from overall growth in processed transactions of 6% and 5%during the three and six month comparable periods, respectively, and solid growth in CyberSource billable transactions. Growth in the number of processed transactions 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 30% and 38% during the three and six month comparable periods, respectively. This negative impact reflected an anticipated decline in U.S. debit processed transactions as a result of certain provisions of the Dodd-Frank Act, which became effective in the third quarter of fiscal 2012.

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

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 32% and 30% for the three and six months ended March 31, 2013, respectively, and 20% and 28% for the three and six months ended March 31, 2012, ~~respectively, and 36%~~respectively. The effective tax rates for the three and six months ended March 31, ~~2011. During~~2013, differ from the ~~three months ended March 31,~~effective tax rates in the same periods in fiscal 2012 due mainly to:

the ~~beginning~~absence of ~~fiscal 2012, which lowered our overall state tax rate. This change was the primary cause of the overall decrease in our effective income tax rates for these periods.~~

~~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~~$208 million ~~resulting~~ from the remeasurement of ~~our~~ existing net deferred tax ~~liabilities. The remeasurement~~liabilities recorded in the second quarter of ~~deferred taxes primarily consists~~fiscal 2012, as a result of the ~~remeasurement~~California state apportionment rule changes adopted during that quarter. Excluding the impact of this deferred tax ~~liabilities associated with $11 billion of indefinite-lived intangible assets previously recorded to reflect~~adjustment, our ~~reorganization in 2007.~~

~~The following table presents our adjusted~~ effective ~~income~~ tax rates for the three and six months ended March 31, 2012 would have been 33% and 35%, respectively.

During the three and six months ended March 31, 2013, our gross unrecognized tax benefits increased by $338 million and $221 million, respectively, $247 million and $171 million of which, ~~excludes the one-time non-cash benefit resulting from the remeasurement~~respectively, would favorably

impact ~~to us. We therefore believe that the resulting benefit recorded in~~ our effective income tax ~~rates~~rate if recognized. The increase in gross unrecognized tax benefits is ~~not indicative of our financial performance~~primarily due to changes in ~~the current or future periods.~~

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~~judgments and estimates related to various state tax ~~rate will be between 33% and 34%.~~positions across several jurisdictions.

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 half 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 11—Legal Matters to our unaudited consolidated financial statements. The current tax deduction related to these payments contributed to the $650 million decline in overall income taxes paid for the comparable year-over-year period. Absent the above impacts, cash provided by operating activities ~~was higher compared to~~would have totaled $2.6 billion, an increase over the prior year, 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 ourprior-year period. This increase reflects continued 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~~lower compared to the prior year, ~~primarily~~ reflecting ~~net~~a decrease in purchases of available-for-sale investment securities, combined with greater proceeds received from maturities and sales of available-for-sale investment securities.

~~$610 million~~Financing activities. ~~and purchases of intangible assets of~~ ~~$35 million~~Cash provided by financing activities during the first half of fiscal ~~2012. Cash used in investing activities during the~~ ~~six~~ ~~months ended~~ ~~March 31, 2011~~ ~~primarily~~2013, 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~~3.1 billion~~in repurchases of our~~ used to repurchase class A common stock in the open market and dividend payments of $~~300~~437 million. ~~Comparatively,~~Activity in the prior year ~~we made~~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~~3.9 billion at March 31, ~~2012 and September 30, 2011, respectively.~~2013. 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. income tax provision in our financial results related to the majority of these funds.

Commercial paper program. We maintain a commercial paper program to support our working capital requirements and for other general corporate purposes. On February 7, 2013, we replaced the existing $500 million program with a new commercial paper program. Under the new program, we are authorized to issue up to $3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance. We had no outstanding

obligations under either program at March 31, 2013. See Note 4—Debt to our unaudited consolidated financial statements.

Credit facility. On January 31, 2013, we entered into an unsecured $3.0 billion revolving credit facility (the "Credit Facility"). The Credit Facility, which expires on January 30, 2014, replaced our existing $3.0 billion credit facility, which would have expired on February 15, 2013. The Credit Facility contains covenants and events of default customary for facilities of this type. There were no borrowings under either facility and we were in compliance with all related covenants at March 31, 2013. See Note 4—Debt to our ~~current plans do not demonstrate a need to repatriate them to fund our U.S. operations.~~unaudited consolidated financial statements.

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.~~class A common stock. During the three and six months ended March 31, ~~2012~~2013, we repurchased ~~, there was no activity to reduce as-converted class A common stock. During the~~ ~~three~~12 million ~~months ended~~and ~~December 31, 2011~~20 million~~, total as-converted~~ shares, respectively, of our class A common stock ~~was reduced by~~using ~~16.2 million~~$1.8 billion ~~shares, which was funded from~~and $~~1.6~~3.1 billion, respectively, of cash on hand. At March 31, 2013, we had $1.0 billion of ~~our operating cash on hand. Of~~remaining funds authorized by the ~~$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~~board of directors available for 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 March 31, 2012.repurchase. See~~Note 2—Retrospective Responsibility Plan~~ ~~and~~ Note 7—Stockholders' Equity ~~to our unaudited consolidated financial statements.~~

In ~~February 2012, we announced a new~~ ~~$500 million~~ ~~share repurchase program authorized by the board of directors. The authorization will be in effect through~~ ~~February 1, 2013, and the terms of the program are subject to change at the discretion of the board of directors. See~~ ~~Note 7—Stockholders' Equity~~to our unaudited consolidated financial statements.

Dividends. During the first half of fiscal ~~2012~~2013, we paid $~~300~~437 million in dividends. On April ~~26, 2012~~23, 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 ~~5, 2012~~4, 2013, to all holders of record as of May 17, 2013. See Note 7—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 31, ~~2012~~2013, 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 31, ~~2012~~2013, 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 31, ~~2012~~2013, our financial instruments measured at fair value on a recurring basis included $~~8.3~~4.8 billion of assets and $~~177~~162 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.

Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and ~~15d-15(f)~~15(d)-15(f)) of Visa Inc. at the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures of Visa Inc. were effective at the reasonable assurance level as of the end of the period covered by this report.

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

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 31, ~~2012~~2013 and September 30, ~~2011~~2012	34
	Consolidated Statements of Operations—Three and Six Months Ended March 31, ~~2012~~2013 and ~~2011~~2012	56
	Consolidated Statements of Comprehensive Income—Three and Six Months Ended March 31, ~~2012~~2013 and ~~2011~~2012	78
	Consolidated Statement of Changes in Equity—Six Months Ended March 31, ~~2012~~2013	89
	Consolidated Statements of Cash Flows—Six Months Ended March 31, ~~2012~~2013 and ~~2011~~2012	910
	Notes to Consolidated Financial Statements (unaudited)	1112
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2324
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

PART II.	Other Information	3334

Item 1.	Legal Proceedings	3334
Item 1A.	Risk Factors	3334
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3334
Item 3.	Defaults Upon Senior Securities	3334
Item 4.	Mine Safety Disclosures	3334
Item 5.	Other Information	3334
Item 6.	Exhibits	3334
	Signatures	3436
	Exhibit Index	3537


	March 31, 2012		September 30, 2011		March 31, 2013		September 30, 2012
	(in millions, except par value data)				(in millions, except par value data)
Assets
Cash and cash equivalents	$	2,042	$	2,127	$	1,377	$	2,074
Restricted cash—litigation escrow (Note 2)	4,282		2,857		49		4,432
Investment securities
Trading	66		57		72		66
Available-for-sale	849		1,214		1,270		677
Income tax receivable					1,163		179
Settlement receivable	508		412		488		454
Accounts receivable	655		560		802		723
Customer collateral (Note 5)	898		931
Customer collateral (Note 6)					846		823
Current portion of client incentives	233		278		215		209
Deferred tax assets	430		489		421		2,027
Prepaid expenses and other current assets	332		265		211		122
Total current assets	10,295		9,190		6,914		11,786
Investment securities, available-for-sale	1,696		711		2,974		3,283
Client incentives	98		85		100		58
Property, equipment and technology, net	1,540		1,541		1,674		1,634
Other assets	112		129		331		151
Intangible assets, net	11,437		11,436		11,385		11,420
Goodwill	11,668		11,668		11,681		11,681
Total assets	$	36,846	$	34,760	$	35,059	$	40,013
Liabilities
Accounts payable	$	75	$	169	$	118	$	152
Settlement payable	702		449		722		719
Customer collateral (Note 5)	898		931
Customer collateral (Note 6)					846		823
Accrued compensation and benefits	332		387		358		460
Client incentives	750		528		890		830
Accrued liabilities	544		562		599		584
Accrued litigation (Note 11)	286		425		6		4,386
Total current liabilities	3,587		3,451		3,539		7,954
Deferred tax liabilities	3,941		4,205		4,046		4,058
Other liabilities (Note 6)	797		667
Other liabilities					579		371
Total liabilities	8,325		8,323		8,164		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 March 31,						Six Months Ended March 31,
	2013			2012			2013			2012
	(in millions, except per share data)
Operating Revenues
Service revenues	$	1,369		$	1,241		$	2,669		$	2,392
Data processing revenues	1,150			922			2,265			1,873
International transaction revenues	831			733			1,636			1,481
Other revenues	175			179			354			357
Client incentives	(567		)	(497		)	(1,120		)	(978		)
Total operating revenues	2,958			2,578			5,804			5,125
Operating Expenses
Personnel	486			431			940			820
Marketing	195			170			388			360
Network and processing	119			103			229			201
Professional fees	91			82			179			152
Depreciation and amortization	98			80			190			160
General and administrative	108			106			214			208
Litigation provision (Note 11)	1			—			4			—
Total operating expenses	1,098			972			2,144			1,901
Operating income	1,860			1,606			3,660			3,224
Non-operating (expense) income	(3		)	3			(2		)	2
Income before income taxes	1,857			1,609			3,658			3,226
Income tax provision	587			317			1,095			907
Net income including non-controlling interest	1,270			1,292			2,563			2,319
Loss attributable to non-controlling interest	—			—			—			2
Net income attributable to Visa Inc.	$	1,270		$	1,292		$	2,563		$	2,321



	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.									2,563						2,563
Other comprehensive income, net of tax												38			38
Comprehensive income including non-controlling interest															2,601
Issuance of restricted stock awards	1														—
Conversion of class C common stock upon sale into public market	2			(2	)										—
Share-based compensation						98									98
Excess tax benefit for share-based compensation						56									56
Cash proceeds from exercise of stock options	1					84									84
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 7)									(437		)				(437		)
Repurchase of class A common stock (Note 7)	(20	)				(861		)	(2,212		)				(3,073		)
Balance as of March 31, 2013	519		245	29		$	19,305		$	7,723		$	(133	)	$	26,895



	(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 March 31, 2013	$	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		March 31, 2013		September 30, 2012		March 31, 2013		September 30, 2012		March 31, 2013		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													$	477	$	5,676
Commercial paper																	$	34	$	93
Investment securities, trading
Equity securities													72		66
Investment securities, available-for-sale
U.S. government-sponsored debt securities					2,118		1,568										2,737		2,821
U.S. Treasury securities	407		350										1,075		1,066
Equity securities	79		57										63		2
Corporate debt securities																	362		63
Auction rate securities									$	7	$	7									$	7	$	7
Prepaid and other current assets
Foreign exchange derivative instruments					19		30										18		13
	$	6,139	$	4,632	$	2,137	$	1,773	$	7	$	7
Total													$	1,687	$	6,810	$	3,151	$	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									$	17	$	11
Total													$	—	$	—	$	17	$	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 March 31,						Six Months Ended March 31,						Three Months Ended March 31,					Six Months Ended March 31,
	2012			2011			2012			2011			2012			2011			2012			2011			2013			2012			2013			2012			2013		2012			2013			2012
	(in millions)																								(in millions)
Service cost	$	9		$	11		$	19		$	20		$	—		$	—		$	—		$	—		$	12		$	9		$	22		$	19		$	—	$	—		$	—		$	—
Interest cost	10			9			20			19			1			1			1			1			9			10			18			20			—		1			—			1
Expected return on assets	(13		)	(13		)	(27		)	(27		)	—			—			—			—			(15		)	(13		)	(31		)	(27		)	—		—			—			—
Amortization of:
Prior service credit	(3		)	(2		)	(5		)	(4		)	(1		)	(1		)	(2		)	(2		)	(3		)	(3		)	(5		)	(5		)	—		(1		)	(1		)	(2		)
Actuarial loss	8			4			16			9			—			—			—			—			7			8			14			16			—		—			—			—
Total net periodic benefit cost	$	11		$	9		$	23		$	17		$	—		$	—		$	(1	)	$	(1	)	$	10		$	11		$	18		$	23		$	—	$	—		$	(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⁾	Shares Outstanding	Conversion Rate Into Class A Common Stock	As-converted Class A Common Stock⁽¹⁾
Class A common stock	528	—	528	519	—	519
Class B common stock	245	0.4254	104	245	0.4206	103
Class C common stock	41	1.0000	41	29	1.0000	29
Total			673			651


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


(in millions, except per share data)	March 31, 2012		Three Months Ended March 31, 2013		Six Months Ended March 31, 2013
Shares repurchased in the open market ⁽¹⁾	0.8		12		20
Weighted-average repurchase price per share	$	89.81	$	157.24	$	152.19
Total cost	$	75	$	1,820	$	3,073


⁽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	553,034	$	38.79	$	145.81
Restricted stock awards (RSA)	906,499	94.32
Restricted stock units (RSU)	418,716	96.10
Restricted stock awards ("RSAs")						863,383	145.89
Restricted stock units ("RSUs")						325,232	145.67
Performance-based shares⁽¹⁾	66,114	97.84				230,518	164.14


⁽¹⁾	~~The ultimate~~Represents the maximum number of ~~performance~~performance-based shares towhich could be ~~earned will be between~~ ~~zero~~ ~~and~~ ~~132,227, depending on a combination of service, performance and market conditions.~~ earned.


	2012			2011			Fiscal 2013			Fiscal 2012
	(in millions)						(in millions)
Balance at October 1	$	425		$	697		$	4,386		$	425
Provision for settled matters	—			6
Reclassification of settled matters ⁽¹⁾	—			12
Provision for unsettled matters							4			—
Interest accretion on settled matters	1			7			—			1
Payments on settled matters	(140		)	(142		)
Payment on unsettled matters⁽¹⁾							(4,033		)	—
Payment on settled matters							(351		)	(140		)
Balance at March 31	$	286		$	580		$	6		$	286


⁽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 31, ~~2012~~2013 and ~~2011~~2012, were based on payments volume reported by our financial institution clients for the three and six months ended December 31, 2012 ~~months ended~~and


	Three months ended March 31,				Six months ended March 31,				Three Months Ended March 31,				Six Months Ended March 31,
	2012	2011	% Change⁽¹⁾		2012	2011	% Change⁽¹⁾		2013	2012	% Change		2013	2012	% Change
	(in millions, except percentages)
Visa processed transactions⁽²⁾	13,038	12,040	8	%	26,638	24,621	8	%	13,850	13,038	6	%	28,009	26,638	5	%
CyberSource billable transactions⁽³⁾	1,281	1,018	26	%	2,516	2,004	26	%	1,608	1,281	25	%	3,188	2,516	27	%


⁽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 March 31,				2013 vs. 2012				Six Months Ended March 31,				2013 vs. 2012
	2012		2011		$ Change		% Change⁽¹⁾		2012		2011		$ Change		% Change⁽¹⁾		2013		2012		$ Change		% Change⁽¹⁾		2013		2012		$ 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	%	$	1,598	$	1,364	$	234	17	%	$	3,125	$	2,750	$	375	14	%
Rest of world	1,159		951		208		22	%	2,265		1,860		405		22	%	1,305		1,159		146		13	%	2,569		2,265		304		13	%
Visa Europe	55		51		4		8	%	110		101		9		9	%	55		55		—		—	%	110		110		—		—	%
Total Operating Revenues	$	2,578	$	2,245	$	333	15	%	$	5,125	$	4,483	$	642	14	%
Total operating revenues																	$	2,958	$	2,578	$	380	15	%	$	5,804	$	5,125	$	679	13	%


▪	~~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.~~



	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	%


⁽¹⁾	~~Effective income tax rate calculated based on whole numbers, not rounded numbers.~~