UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 20122013
OR
o TRANSITION 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

For the transition period from              to             
Commission file number 001-33977
VISA INC.
(Exact name of Registrant as specified in its charter)
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)
Registrant’s telephone number, including area code: (415) 932-2100(650) 432-3200
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þR    No  ¨o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þR    No  ¨o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  þR
Accelerated filer   ¨o
Non-accelerated filer   ¨o (Do not check if a smaller reporting company.)
Smaller Reporting Company  ¨o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨o    No  þR

1

As of July 19, 20122013, there were 527,426,677514,589,442 shares of class A common stock, par value $0.0001 per share, 245,513,385 shares of class B common stock, par value $0.0001 per share, and 38,225,52227,393,264 shares of class C common stock, par value $0.0001 per share, of Visa Inc. outstanding.

12


VISA INC.
TABLE OF CONTENTS
 
   
  Page
PART I.
Financial Information
34
   
Item 1.
Financial Statements (unaudited)
34
 
Consolidated Balance Sheets—June 30, 20122013 and September 30, 20112012
34
 
Consolidated Statements of Operations—Three and Nine Months Ended June 30, 20122013 and 20112012
56
 
Consolidated Statements of Comprehensive Income—Three and Nine Months Ended June 30, 20122013 and 20112012
78
 
Consolidated Statement of Changes in Equity—Nine Months Ended June 30, 20122013
89
 
Consolidated Statements of Cash Flows—Nine Months Ended June 30, 20122013 and 20112012
910
 
Notes to Consolidated Financial Statements (unaudited)
1112
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2426
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
35
Item 4.
Controls and Procedures
35
   
PART II.
Other Information
36
   
Item 1.
Legal Proceedings
36
Item 1A.
Risk Factors
36
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
36
Item 3.
Defaults Upon Senior Securities
36
Item 4.
Mine Safety Disclosures
36
Item 5.
Other Information
36
Item 6.
Exhibits
3736
 
Signatures
38
 
Exhibit Index
39

23
Table of Contents

PART I. FINANCIAL INFORMATION
 
ITEM 1.Financial Statements
VISA INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30,
2012		 September 30,
2011		June 30,
2013		 September 30,
2012
(in millions,
except par value data)
(in millions,
except par value data)
Assets      
Cash and cash equivalents$1,558
 $2,127
$1,453
 $2,074
Restricted cash—litigation escrow (Note 2)4,282
 2,857
49
 4,432
Investment securities   
Investment securities:   
Trading63
 57
73
 66
Available-for-sale682
 1,214
1,822
 677
Income tax receivable600
 179
Settlement receivable443
 412
459
 454
Accounts receivable793
 560
779
 723
Customer collateral (Note 5)886
 931
Customer collateral (Note 6)817
 823
Current portion of client incentives224
 278
240
 209
Deferred tax assets1,645
 489
429
 2,027
Prepaid expenses and other current assets323
 265
220
 122
Total current assets10,899
 9,190
6,941
 11,786
Investment securities, available-for-sale2,923
 711
3,189
 3,283
Client incentives97
 85
85
 58
Property, equipment and technology, net1,581
 1,541
1,689
 1,634
Other assets123
 129
332
 151
Intangible assets, net11,437
 11,436
11,368
 11,420
Goodwill11,681
 11,668
11,681
 11,681
Total assets$38,741
 $34,760
$35,285
 $40,013
Liabilities      
Accounts payable$111
 $169
$131
 $152
Settlement payable747
 449
817
 719
Customer collateral (Note 5)886
 931
Customer collateral (Note 6)817
 823
Accrued compensation and benefits389
 387
444
 460
Client incentives763
 528
829
 830
Accrued liabilities574
 562
628
 584
Accrued litigation (Note 10)4,384
 425
Accrued litigation (Note 11)5
 4,386
Total current liabilities7,854
 3,451
3,671
 7,954
Deferred tax liabilities3,944
 4,205
4,043
 4,058
Other liabilities785
 667
568
 371
Total liabilities12,583
 8,323
8,282
 12,383
 

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

3
Table of Contents

VISA INC.
CONSOLIDATED BALANCE SHEETS—(Continued)
(UNAUDITED)
 June 30,
2012		 September 30,
2011
 
(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, 527 and 520 shares issued and outstanding at June 30, 2012, and September 30, 2011, respectively (Note 6)—
 —
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at June 30, 2012, and September 30, 2011 (Note 6)—
 —
Class C common stock, $0.0001 par value, 1,097 shares authorized, 38 and 47 shares issued and outstanding at June 30, 2012, and September 30, 2011, respectively (Note 6)—
 —
Additional paid-in capital19,922
 19,907
Accumulated income6,411
 6,706
Accumulated other comprehensive income (loss), net   
Investment securities, available-for-sale1
 —
Defined benefit pension and other postretirement plans(189) (186)
Derivative instruments classified as cash flow hedges25
 18
Foreign currency translation adjustments(12) (8)
Total accumulated other comprehensive loss, net(175) (176)
Total equity26,158
 26,437
Total liabilities and equity$38,741
 $34,760


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

4
Table of Contents

VISA INC.
CONSOLIDATED STATEMENTS OF OPERATIONSBALANCE SHEETS—(Continued)
(UNAUDITED)
 Three Months Ended
June 30,		 Nine Months Ended
June 30,
 2012 2011 2012 2011
 (in millions, except per share data)
Operating Revenues       
Service revenues$1,216
 $1,055
 $3,608
 $3,156
Data processing revenues1,040
 886
 2,913
 2,553
International transaction revenues748
 662
 2,229
 1,916
Other revenues175
 167
 532
 484
Client incentives(614) (448) (1,592) (1,304)
Total operating revenues2,565
 2,322
 7,690
 6,805
Operating Expenses       
Personnel435
 363
 1,255
 1,071
Network and processing102
 91
 303
 251
Marketing242
 251
 602
 631
Professional fees99
 84
 251
 222
Depreciation and amortization84
 74
 244
 211
General and administrative112
 114
 320
 319
Litigation provision (Note 10)4,098
 —
 4,098
 6
Total operating expenses5,172
 977
 7,073
 2,711
Operating (loss) income(2,607) 1,345
 617
 4,094
Other Income (Expense)       
Interest expense(11) (11) (28) (19)
Investment income, net12
 88
 31
 107
Other(1) 121
 (1) 120
Total other income—
 198
 2
 208
(Loss) income before income taxes(2,607) 1,543
 619
 4,302
Income tax (benefit) provision(768) 539
 139
 1,534
Net (loss) income including non-controlling interest(1,839) 1,004
 480
 2,768
Loss attributable to non-controlling interest—
 1
 2
 2
Net (loss) income attributable to Visa Inc.$(1,839) $1,005
 $482
 $2,770
 June 30,
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, 515 and 535 shares issued and outstanding at June 30, 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 June 30, 2013, and September 30, 2012 (Note 7)—
 —
Class C common stock, $0.0001 par value, 1,097 shares authorized, 27 and 31 shares issued and outstanding at June 30, 2013, and September 30, 2012, respectively (Note 7)—
 —
Additional paid-in capital19,130
 19,992
Accumulated income7,989
 7,809
Accumulated other comprehensive income (loss), net:   
Investment securities, available-for-sale26
 3
Defined benefit pension and other postretirement plans(181) (186)
Derivative instruments classified as cash flow hedges40
 13
Foreign currency translation adjustments(1) (1)
Total accumulated other comprehensive loss, net(116) (171)
Total equity27,003
 27,630
Total liabilities and equity$35,285
 $40,013


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

5
Table of Contents

VISA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS—(Continued)OPERATIONS
(UNAUDITED)
 
 Three Months Ended
June 30,		 Nine Months Ended
June 30,
 2012 2011 2012 2011
 (in millions, except per share data)
Basic (loss) earnings per share (Note 7)       
Class A common stock$(2.74) $1.43
 $0.71
 $3.90
Class B common stock$(1.16) $0.70
 $0.32
 $1.97
Class C common stock$(2.74) $1.43
 $0.71
 $3.90
Basic weighted-average shares outstanding (Note 7)       
Class A common stock525
 521
 523
 506
Class B common stock245
 245
 245
 245
Class C common stock40
 59
 43
 78
Diluted (loss) earnings per share (Note 7)       
Class A common stock$(2.74) $1.43
 $0.71
 $3.89
Class B common stock$(1.16) $0.70
 $0.32
 $1.96
Class C common stock$(2.74) $1.43
 $0.71
 $3.89
Diluted weighted-average shares outstanding (Note 7)       
Class A common stock672
 704
 681
 712
Class B common stock245
 245
 245
 245
Class C common stock40
 59
 43
 78
 Three Months Ended
June 30,		 Nine Months Ended
June 30,
 2013 2012 2013 2012
 (in millions, except per share data)
Operating Revenues       
Service revenues$1,298
 $1,216
 $3,967
 $3,608
Data processing revenues1,191
 1,040
 3,456
 2,913
International transaction revenues854
 748
 2,490
 2,229
Other revenues179
 175
 533
 532
Client incentives(521) (614) (1,641) (1,592)
Total operating revenues3,001
 2,565
 8,805
 7,690
Operating Expenses       
Personnel493
 435
 1,433
 1,255
Marketing252
 242
 640
 602
Network and processing117
 102
 346
 303
Professional fees103
 99
 282
 251
Depreciation and amortization101
 84
 291
 244
General and administrative108
 112
 322
 320
Litigation provision (Note 11)(1) 4,098
 3
 4,098
Total operating expenses1,173
 5,172
 3,317
 7,073
Operating income (loss)1,828
 (2,607) 5,488
 617
Non-operating income5
 —
 3
 2
Income (loss) before income taxes1,833
 (2,607) 5,491
 619
Income tax provision (benefit)608
 (768) 1,703
 139
Net income (loss) including non-controlling interest1,225
 (1,839) 3,788
 480
Loss attributable to non-controlling interest—
 —
 —
 2
Net income (loss) attributable to Visa Inc.$1,225
 $(1,839) $3,788
 $482


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

6
Table of Contents

VISA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEOPERATIONS—(Continued)
(UNAUDITED)
 
 Three Months Ended
June 30,		 Nine Months Ended
June 30,
 2012 2011 2012 2011
 (in millions)
Net (loss) income including non-controlling interest$(1,839) $1,004
 $480
 $2,768
Other comprehensive income (loss), net of tax:       
Investment securities, available-for-sale       
Net unrealized (loss) gain(6) (2) 1
 (5)
Income tax effect2
 1
 —
 2
Defined benefit pension and other postretirement plans9
 1
 1
 3
Income tax effect(3) —
 (3) (1)
Derivative instruments classified as cash flow hedges       
Net unrealized gain (loss)21
 (15) 9
 (38)
Income tax effect(9) 4
 (3) 9
Reclassification adjustment for net (income) loss realized in net income including non-controlling interest(7) 21
 (3) 48
Income tax effect2
 (4) 3
 (11)
Foreign currency translation adjustments(8) (3) (4) 8
Other comprehensive income, net of tax1
 3
 1
 15
Comprehensive (loss) income including non-controlling interest$(1,838) $1,007
 $481
 $2,783
Comprehensive loss attributable to non-controlling interest—
 1
 2
 2
Comprehensive (loss) income attributable to Visa Inc.$(1,838) $1,008
 $483
 $2,785
 Three Months Ended
June 30,		 Nine Months Ended
June 30,
 2013 2012 2013 2012
 (in millions, except per share data)
Basic earnings (loss) per share (Note 8)       
Class A common stock$1.89
 $(2.74) $5.76
 $0.71
Class B common stock$0.79
 $(1.16) $2.42
 $0.32
Class C common stock$1.89
 $(2.74) $5.76
 $0.71
Basic weighted-average shares outstanding (Note 8)       
Class A common stock515
 525
 524
 523
Class B common stock245
 245
 245
 245
Class C common stock28
 40
 29
 43
Diluted earnings (loss) per share (Note 8)       
Class A common stock$1.88
 $(2.74) $5.74
 $0.71
Class B common stock$0.79
 $(1.16) $2.41
 $0.32
Class C common stock$1.88
 $(2.74) $5.74
 $0.71
Diluted weighted-average shares outstanding (Note 8)       
Class A common stock651
 672
 660
 681
Class B common stock245
 245
 245
 245
Class C common stock28
 40
 29
 43


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

7
Table of Contents

VISA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 Three Months Ended
June 30,		 Nine Months Ended
June 30,
 2013 2012 2013 2012
 (in millions)
Net income (loss) including non-controlling interest$1,225
 $(1,839) $3,788
 $480
Other comprehensive (loss) income, net of tax:       
Investment securities, available-for-sale:       
Net unrealized (loss) gain(10) (6) 40
 1
Income tax effect1
 2
 (16) —
Reclassification adjustment for net gain realized in net income including non-controlling interest—
 —
 (1) —
Income tax effect—
 —
 —
 —
Defined benefit pension and other postretirement plans3
 9
 8
 1
Income tax effect(1) (3) (3) (3)
Derivative instruments classified as cash flow hedges:       
Net unrealized gain40
 21
 55
 9
Income tax effect(9) (9) (9) (3)
Reclassification adjustment for net gain realized in net income including non-controlling interest(9) (7) (26) (3)
Income tax effect2
 2
 7
 3
Foreign currency translation adjustments—
 (8) —
 (4)
Other comprehensive income, net of tax17
 1
 55
 1
Comprehensive income (loss) including non-controlling interest1,242
 (1,838) 3,843
 481
Comprehensive loss attributable to non-controlling interest—
 —
 —
 2
Comprehensive income (loss) attributable to Visa Inc.$1,242
 $(1,838) $3,843
 $483


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

8
Table of Contents

VISA INC.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(UNAUDITED)
 
 Common Stock Additional
Paid-In
Capital		 Accumulated
Income		 Accumulated
Other
Comprehensive
(Loss) Income		 Non-controlling
Interests		 Total
Equity
 Class A Class B Class C     
 (in millions, except per share data)
Balance as of September 30, 2011520
 245
 47
 $19,907
 $6,706
 $(176) $—
 $26,437
Net income attributable to Visa Inc.
 
 
 
 482
 
 
 482
Loss attributable to non-controlling interest
 
 
 
 
 

 (2) (2)
Other comprehensive income, net of tax
 
 
 
 
 1
 
 1
Comprehensive income including non-controlling interest

 
 
 
 
 
   481
Issuance of restricted share awards1
 
 
 
 
 
 
 —
Conversion of class C common stock upon sale into public market (Note 6)9
 
 (9) 
 
 
 
 —
Share-based compensation
 
 
 112
 
 
 
 112
Excess tax benefit for share-based compensation
 
 
 42
 
 
 
 42
Cash proceeds from exercise of stock options2
 
 
 111
 
 
 
 111
Restricted stock instruments settled in cash for taxes(1)
  
 
 (40) 
 
 
 (40)
Cash dividends declared and paid, at a quarterly amount of $0.22 per as-converted share (Note 6)
 
 
 
 (448) 
 
 (448)
Repurchase of class A common stock (Note 6)(5) 
 
 (207) (329) 
 
 (536)
Purchase of non-controlling interest in joint venture
 
 
 (3) 
 
 2
 (1)
Balance as of June 30, 2012527
 245
 38
 $19,922
 $6,411
 $(175) $—
 $26,158
 Common Stock Additional
Paid-In
Capital		 Accumulated
Income (Deficit)		 Accumulated
Other
Comprehensive
(Loss) Income		 Total
Equity
 Class A Class B Class C    
 (in millions, except per share data)
Balance as of September 30, 2012535
 245
 31
 $19,992
 $7,809
 $(171) $27,630
Net income attributable to Visa Inc.        3,788
   3,788
Other comprehensive income, net of tax          55
 55
Comprehensive income including non-controlling interest            3,843
Issuance of restricted stock awards1
           —
Conversion of class C common stock upon sale into public market4
   (4)       —
Share-based compensation      139
     139
Excess tax benefit for share-based compensation      64
     64
Cash proceeds from exercise of stock options1
     98
     98
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)        (653)   (653)
Repurchase of class A common stock (Note 7)(26)     (1,099) (2,955)   (4,054)
Balance as of June 30, 2013515
 245
 27
 $19,130
 $7,989
 $(116) $27,003
(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.

89
Table of Contents

VISA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
June 30,		Nine Months Ended
June 30,
2012 20112013 2012
(in millions)(in millions)
Operating Activities      
Net income including non-controlling interest$480
 $2,768
$3,788
 $480
Adjustments to reconcile net income including non-controlling interest to net cash provided by (used in) operating activities:   
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:   
Amortization of client incentives1,592
 1,304
1,641
 1,592
Fair value adjustment for the Visa Europe put option—
 (122)
Share-based compensation112
 122
139
 112
Excess tax benefit for share-based compensation(42) (12)(64) (42)
Depreciation and amortization of intangible assets and property, equipment and technology244
 211
Litigation provision and accretion (Note 10)4,099
 15
Depreciation and amortization of property, equipment, technology and intangible assets291
 244
Deferred income taxes(1,427) 169
1,562
 (1,427)
Litigation provision and accretion (Note 11)3
 4,099
Other(34) (107)39
 (34)
Change in operating assets and liabilities:      
Trading securities(6) (5)
Income tax receivable(421) (41)
Settlement receivable(31) 3
(5) (31)
Accounts receivable(231) (70)(56) (231)
Client incentives(1,315) (1,144)(1,700) (1,315)
Other assets(35) 30
(310) —
Accounts payable(58) (47)5
 (58)
Settlement payable298
 52
98
 298
Accrued compensation and benefits—
 (37)
Accrued and other liabilities134
 74
351
 134
Accrued litigation (Note 10)(140) (200)
Accrued litigation (Note 11)(4,384) (140)
Net cash provided by operating activities3,640
 3,004
977
 3,640
Investing Activities      
Purchases of property, equipment and technology(235) (236)
Purchases of property, equipment, technology and intangible assets(333) (270)
Proceeds from disposal of property, equipment and technology2
 —
—
 2
Purchases of intangible assets(35) —
Investment securities, available-for-sale:      
Purchases(3,326) (50)(2,789) (3,326)
Proceeds from sales and maturities1,640
 35
1,767
 1,640
Purchases of/contributions to other investments(9) (10)
Proceeds/distributions from other investments23
 104
Acquisitions, net of cash received of $17 and $22, respectively(3) (268)
Net distributions from other investments1
 14
Acquisitions, net of cash received—
 (3)
Net cash used in investing activities(1,943) (425)(1,354) (1,943)
 

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

9
Table of Contents

VISA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(UNAUDITED)
 Nine Months Ended
June 30,
 2012 2011
 (in millions)
Financing Activities   
Repurchase of class A common stock (Note 6)$(536) $(1,600)
Dividends paid (Note 6)(448) (320)
Deposits into litigation escrow account—retrospective responsibility plan (Note 2)(1,565) (1,200)
Payment from litigation escrow account—retrospective responsibility plan (Note 2)140
 210
Cash proceeds from exercise of stock options111
 63
Excess tax benefit for share-based compensation42
 12
Principal payments on debt—
 (9)
Principal payments on capital lease obligations(6) (10)
Net cash used in financing activities(2,262) (2,854)
Effect of exchange rate changes on cash and cash equivalents(4) 8
Decrease in cash and cash equivalents(569) (267)
Cash and cash equivalents at beginning of year2,127
 3,867
Cash and cash equivalents at end of period$1,558
 $3,600
Supplemental Disclosure of Cash Flow Information   
Income taxes paid, net of refunds$1,575
 $1,251
Amounts included in accounts payable and accrued and other liabilities related to purchases of intangible assets and property, equipment and technology$85
 $17
Interest payments on debt$—
 $2



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

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VISA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(UNAUDITED)
 Nine Months Ended
June 30,
 2013 2012
 (in millions)
Financing Activities   
Repurchase of class A common stock (Note 7)$(4,054) $(536)
Dividends paid (Note 7)(653) (448)
Deposits into litigation escrow account—retrospective responsibility plan—
 (1,565)
Payments from litigation escrow account—retrospective responsibility plan (Note 2)4,383
 140
Cash proceeds from exercise of stock options98
 111
Restricted stock and performance shares settled in cash for taxes(64) —
Excess tax benefit for share-based compensation64
 42
Payment for earn-out related to PlaySpan acquisition(12) —
Principal payments on capital lease obligations(6) (6)
Net cash used in financing activities(244) (2,262)
Effect of exchange rate changes on cash and cash equivalents—
 (4)
Decrease in cash and cash equivalents(621) (569)
Cash and cash equivalents at beginning of year2,074
 2,127
Cash and cash equivalents at end of period$1,453
 $1,558
Supplemental Disclosure of Cash Flow Information   
Income taxes paid, net of refunds$478
 $1,575
Amounts included in accounts payable and accrued and other liabilities related to purchases of property, equipment, technology and intangible assets$27
 $85





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

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20122013
(unaudited)
Note 1—Summary of Significant Accounting Policies
Organization. Visa Inc. (“Visa” or the “Company”) is a global payments technology company that connects consumers, businesses, banksfinancial institutions and governments around the world enabling them to use digital currency instead of cashfast, 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, 20112012, 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 periodperiods presented.
Recently issued and adopted accounting pronouncements.In SeptemberJune 2011, the Financial Accounting Standards Board ("FASB") issued Accounting StandardsStandard 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. SeeNote 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 an 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

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


issuedCompany adopted ASU 2011-12, which defers a component of ASU 2011-05 that requires the presentation of reclassification adjustments for items that are reclassified from other comprehensive income to net income. All other components of ASU 2011-05 are2012-02 effective October 1, 2012. Adoption2012, and applied the new guidance in its annual impairment 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 2013-01, which clarifies the scope of ASU 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 only and is not expected to have a material impact on the consolidated financial statements. The Company will adopt the standard effective October 1, 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.
In July 2013, the FASB issued ASU 2013-11, which provides guidance for the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. 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
Under the terms of the retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, the covered litigation are paid. See Note 10—11—Legal Matters. On December 29, 2011, using operating cash on hand, the Company made a deposit of $1.57 billion into the litigation escrow account. Subsequent to the fiscal third quarter-end, the Company's board of directors approved an additional deposit of $150 million into the litigation escrow account, which was funded on July 24, 2012.See Note 6—Stockholders' Equity.
The Company recorded an additional accrual of $4.1 billion for coveredfollowing table summarizes activity related to the litigation during the escrow account.
 (in millions)
Balance at October 1, 2012$4,432
Payments to settlement funds(1):
 
Class plaintiffs(4,033)
Individual plaintiffs(350)
Balance at June 30, 2013$49
(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.
three months ended June 30, 2012. The accrual related to the covered litigation could be either higher or lower than the litigation escrow account balance. SeeThe Company did not record an additional accrual for the covered litigation during the Note 10—Legal Mattersnine months ended June 30, 2013. The following table sets forth the changes in the escrow account.
 (in millions)
Balance at October 1, 2011$2,857
Deposit into the litigation escrow account1,565
American Express settlement payment(140)
Balance at June 30, 2012$4,282
Deposit into the litigation escrow account150
Balance at July 24, 2012$4,432
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
Level 1 Level 2 Level 3Level 1 Level 2 Level 3
June 30,
2012		 September 30,
2011		 June 30,
2012		 September 30,
2011		 June 30,
2012		 September 30,
2011		June 30,
2013		 September 30,
2012		 June 30,
2013		 September 30,
2012		 June 30,
2013		 September 30,
2012
(in millions)(in millions)
Assets                      
Cash equivalents and restricted cash           
Money market funds and time deposits$5,121
 $4,225
        
U.S. government-sponsored debt securities    $—
 $175
    
Investment securities           
Cash equivalents and restricted cash:           
Money market funds$620
 $5,676
        
Commercial paper    $52
 $93
    
Investment securities, trading:           
Equity securities73
 66
        
Investment securities, available-for-sale:           
U.S. government-sponsored debt securities    2,777
 1,568
        2,880
 2,821
    
U.S. Treasury securities817
 350
        1,574
 1,066
        
Equity securities66
 57
        60
 2
        
Corporate debt securities    491
 63
    
Auction rate securities        $7
 $7
        $7
 $7
Prepaid and other current assets           
Prepaid and other current assets:           
Foreign exchange derivative instruments    23
 30
        44
 13
    
$6,004
 $4,632
 $2,800
 $1,773
 $7
 $7
Total$2,327
 $6,810
 $3,467
 $2,990
 $7
 $7
Liabilities                      
Accrued liabilities           
Accrued liabilities:           
Visa Europe put option        $145
 $145
        $145
 $145
Earn-out related to PlaySpan acquisition        23
 24
        —
 12
Foreign exchange derivative instruments    $4
 $7
 
 
    $6
 $11
    
Total$—
 $—
 $6
 $11
 $145
 $157
There were no significant transfers between Level 1 and Level 2 assets during the nine months ended June 30, 20122013 and 2011.2012.    
Level 1 assets measured at fair value on a recurring basis. Cash equivalents (moneyMoney market funds), mutual fundfunds, publicly-traded equity securities and U.S. Treasury securities are classified as Level 1 within the fair value hierarchy, as fair value is based on quoted prices in active markets. The significant decrease in the Company's Level 1 assets primarily reflects payments from the litigation escrow account totaling $4.4 billion in connection with the covered litigation. See Note 2—Retrospective Responsibility Plan and Note 11—Legal Matters.

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Level 2 assets and liabilities measured at fair value on a recurring basis.The fair value of U.S. government-sponsored debt securities and foreign exchange derivative instruments are classified as Level 2 within the fair value hierarchy. The fair value of the government-sponsoredcorporate debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar (not identical) assets.The pricing data obtained from outside sources is reviewed internally for reasonableness, and validatedcompared against benchmark quotes from additionalindependent pricing sources. If they appear unreasonable, the Company will assess the reasonableness of the pricing. Based on the review, the valuation issources, then confirmed or revised. Foreignrevised accordingly. Commercial paper and foreign exchange derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated withby observable market data. There were no substantive changes to the valuation techniques and related inputs used to measure fair value during the nine months ended June 30, 20122013.
Level 3 assets and liabilities measured at fair value on a recurring basis. Auction rate securities are classified as Level 3 due to a lack of trading in active markets and a lack of observable inputs in measuring fair value. There

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


were no substantive changes to the valuation techniques and related inputs used to measure fair value during the nine months ended June 30, 2012. The earn-out related to the PlaySpan acquisition is classified as Level 3 as inputs are unobservable, such as the likelihood of meeting certain future revenue targets and other milestones. There were no significant changes to the valuation techniques and inputs used to measure fair value during the nine months ended June 30, 20122013.
Visa Europe put option agreement. The Company has granted Visa Europe a perpetual put option (the "put option") which, if exercised, will require Visa Inc. to purchase all of the outstanding shares of capital stock of Visa Europe from its members. The put option provides a formula for determining the purchase price of the Visa Europe shares, which, subject to certain adjustments, applies Visa Inc.’s forward price-to-earnings multiple, or the P/E ratio (as defined in the option agreement), at the time the option is exercised, to Visa Europe’s projected adjusted sustainable income for the forward 12-month period, or the adjusted sustainable income (as defined in the option agreement). The calculation of Visa Europe’s adjusted sustainable income under the terms of the put option agreement includes potentially material adjustments for cost synergies and other negotiated items. Upon exercise, the key inputs to this formula, including Visa Europe’s adjusted sustainable income, will be the result of negotiation between the Company and Visa Europe. The put option provides an arbitration mechanism in the event that the two parties are unable to agree on the ultimate purchase price.
The fair value of the put option represents the value of Visa Europe’s option, which under certain conditions could obligate the Company to purchase its member equity interest for an amount above fair value. While the put option is in fact non-transferable, its fair value represents the Company’s estimate of the amount the Company would be required to pay a third-party market participant to transfer the potential obligation in an orderly transaction at the measurement date. The valuation of the put option therefore requires substantial judgment. The most subjective estimates applied in valuing the put option are the assumed probability that Visa Europe will elect to exercise its option and the estimated differential between the P/E ratio and the P/E ratio applicable to Visa Europe on a standalone basis at the time of exercise, which the Company refers to as the “P/E differential.” The liability is classified within Level 3, as the assumed probability that Visa Europe will elect to exercise its option, the estimated P/E differential, and other inputs used to value the put option are unobservable.
At June 30, 20122013 and September 30, 20112012, the Company determined the fair value of the put option to be $145 million. While $145 million represents the fair value of the put option at June 30, 20122013, it does not represent the actual purchase price that the Company may be required to pay if the option is exercised, which could be several billion dollars or more. During fiscal 2012,thenine months ended June 30, 2013, there were no changes to the valuation methodology used to estimate the fair value of the put option. At June 30, 20122013, the key unobservable inputs includeincluded a 40% probability of exercise by Visa Europe at some point in the future and an estimated long-term P/E differential of 1.9x. At June 30, 20122013, ourthe Company's spot P/E was 17.4x21.0x, and there was a differential of 1.8x2.4x between this ratio and the estimated spot ratio applicable to Visa Europe. These ratios are for reference only and are not necessarily indicative of the ratio or differential that could be applicable if the put option were exercised at any point in the future.Thefuture. The use of an assumed probability of exercise that is 5% higher than the Company's estimate would have resulted in an increase of approximately $$18 million in the value of the put option. An increase of 1.0x in the assumed P/E differential would have resulted in an increase of approximately $$84 million in the value of the put option.
The put option is exercisable at any time at the sole discretion of Visa Europe. As such, the put option liability is included in accrued liabilities on the Company's consolidated balance sheet at June 30, 20122013. Classification in current liabilities is not an indication of management’s expectation of exercise and simply reflects the fact that the obligation resulting from the exercise of the instrument could become payable within 12 months. Any non-cash changes in fair value are recorded in othernon-operating income on the consolidated statements of operations.

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Earn-out related to PlaySpan acquisition. The fair value of the earn-out liability was reduced to zero, reflecting payments made in full during the quarter ended December 31, 2012, upon achieving certain revenue targets and other milestones.
A separate roll-forward of Level 3 assets and liabilities measured at fair value on a recurring basis is not presented because activity was immaterialas the primary activities during the nine months ended June 30, 2012. Activity in Level 3 liabilities measured at fair value on a recurring basis for the nine months ended June 30, 20112013 was primarily related to the decrease of $122 million in the fair value of the Visa Europe put option.and 2012 were already discussed above.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis.
Non-marketable equity investments and investments accounted for under the equity method. These investments are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity, and the fact that inputs used to measure fair value are unobservable and require management's judgment. The Company applies fair value measurement to these investments whenWhen certain events or circumstances indicate that these investmentsimpairment may be impaired. Theexist, the Company revalues the investments using various assumptions, including the financial metrics and ratios of comparable public companies. The Company recognized a $15 million other-than-temporary impairment loss during the nine months ended June 30, 2013. There were no events or circumstances that indicated these investments became impairedimpairment charges recorded during the nine months ended June 30, 2012 or 2011. At June 30, 20122013, and September 30, 20112012, these investments totaled $8954 million and $10086 million, respectively, and wererespectively. These assets are classified as

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


in other assets on the consolidated balance sheets.
Due to a change in the Company's relationship with one of its investees during fiscal 2013, the Company reclassified equity securities previously accounted for as an equity method investment, with a carrying value of $12 million, to long-term available-for-sale investment securities. The fair value of this investment at June 30, 2013 was $57 million, resulting in the recognition of a pre-tax unrealized gain of $45 million in other comprehensive income.
Non-financial assets and liabilities. Long-lived assets such as goodwill, indefinite-lived intangible assets, finite-lived intangible assets, and property, equipment and technology are considered non-financial assets. The Company does not have any non-financial liabilities. The Company measures theliabilities measured at fair value of indefinite-lived intangible assets on a non-recurring basis for the purpose of initial recognition, and testing for and recording impairment, if any. Goodwill fair value measurements are only performed if an impairment test is required.basis. Finite-lived intangible assets primarily consist of customer relationships, reacquired rights, reseller relationships and trade names,tradenames, all of which were obtained through acquisitions.
TheIf the Company primarily uses an income approachwere required to perform a quantitative assessment for estimating the fair valueimpairment testing of goodwill and indefinite-lived intangible assets, if such measurement is required.the fair values would generally be estimated using an income approach. As the assumptions employed to measure these assets on a 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 June 30, 20122013.
Other Financial Instruments Not Measured at Fair Value
The following financial instruments are not measured at fair value on the Company's consolidated balance sheet at June 30, 20122013, but require disclosure of their fair values: cash, accounts receivable, customer collateral, accounts payable, and settlement receivable and payable.payable, and customer collateral. The estimated fair value of such instruments at June 30, 20122013, approximates their carrying value as reported on the consolidated balance sheets except as otherwise disclosed. The fair values of such financial instruments are determined using the income approach based on the present value of estimated future cash flows. There have been no changes in our valuation technique during the nine months ended June 30, 2012. Thedue to their generally short maturities. If measured at fair value of all ofin the financial statements, these financial instruments would be categorizedclassified as Level 2 ofin the fair value hierarchy, with the exception of cash, which would be categorized as Level 1.hierarchy.
Investments
Available-for-sale investmentsinvestment securities
. The Company had $248 million in gross unrealized gains and $16 million in gross unrealized losses on available-for-sale investment securities at June 30, 20122013. The unrealized gains were primarily related to the Company's reclassified equity investment discussed above. There were no$4 million gross unrealized gains orand $1 million gross unrealized losses at September 30, 20112012. Long-termA majority of the Company's available-for-sale investment securities with stated maturities are scheduleddue within one to maturefive years.

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Note 4—Debt
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 the new program at June 30, 2013.
Credit facility. On January 31, 2013, the Company entered into an unsecured $3.0 billion revolving credit facility. This 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 new credit facility contains covenants and events of default customary for facilities of this type. The participating lenders in the new 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. The new credit facility is maintained to provide liquidity in the event of settlement failures by October 2014.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 that fluctuates 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 borrowings under this facility and the Company was in compliance with all related covenants at June 30, 2013 .
Note 4—5—Pension and Other Postretirement Benefits
The Company sponsors various qualified and non-qualified defined benefit pension and other postretirement benefit plans that provide for retirement and medical benefits for substantially all employees residing in the United States.
The components of net periodic benefit cost are as follows:
Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits
Three Months Ended
June 30,		 Nine Months Ended
June 30,		 Three Months Ended
June 30,		 Nine Months Ended
June 30,		Three Months Ended
June 30,		 Nine Months Ended
June 30,		 Three Months Ended
June 30,		 Nine Months Ended
June 30,
2012 2011 2012 2011 2012 2011 2012 20112013 2012 2013 2012 2013 2012 2013 2012
(in millions)(in millions)
Service cost$10
 $10
 $29
 $30
 $—
 $—
 $—
 $—
$10
 $10
 $32
 $29
 $—
 $—
 $—
 $—
Interest cost10
 10
 30
 29
 —
 —
 1
 1
9
 10
 27
 30
 —
 —
 —
 1
Expected return on assets(14) (13) (41) (40) —
 —
 —
 —
(16) (14) (47) (41) —
 —
 —
 —
Amortization of:                              
Prior service credit(2) (3) (7) (7) —
 —
 (2) (2)(2) (2) (7) (7) (1) —
 (2) (2)
Actuarial loss8
 5
 24
 14
 —
 (1) —
 (1)8
 8
 22
 24
 —
 —
 —
 —
Settlement loss3
 —
 3
 —
 —
 —
 —
 —
—
 3
 —
 3
 —
 —
 —
 —
Total net periodic benefit cost$15
 $9
 $38
 $26
 $—
 $(1) $(1) $(2)$9
 $15
 $27
 $38
 $(1) $—
 $(2) $(1)

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Note 5—6—Settlement Guarantee Management
The indemnification for settlement losses that Visa provides to its customersclients creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement. The exposure to settlement losses through our settlement indemnification is accounted for as a settlement risk guarantee. The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time. The Company requires certain customersclients that do not meet its credit standards to post collateral to offset potential loss from their estimated unsettled transactions. The Company’s estimated maximum settlement exposure was $48.352.1 billion at June 30, 20122013, compared to $47.549.3 billion at September 30, 20112012. Of these

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


settlement exposure amounts, $3.43.6 billion at June 30, 20122013, and $3.23.5 billionatSeptember 30, 20112012, were covered by collateral.
The Company maintained collateral as follows:
June 30,
2012		 September 30,
2011		June 30,
2013		 September 30,
2012
(in millions)(in millions)
Cash equivalents$886
 $931
$817
 $823
Pledged securities at market value284
 296
264
 307
Letters of credit966
 902
1,157
 1,084
Guarantees1,996
 1,845
2,088
 2,022
Total$4,132
 $3,974
$4,326
 $4,236
The total available collateral balances presented in the table above arewere greater than the settlement exposure covered by customer collateral held due to instances in which the available collateral exceedsexceeded the total settlement exposure for certain financial institutions at each date presented.
The fair value of the settlement risk guarantee is estimated based on a proprietary probability-weighted model and was approximately $21 million at June 30, 20122013 and $1 million at September 30, 20112012. These amounts are reflected in accrued liabilities on the consolidated balance sheets.
Note 6—7—Stockholders' Equity
The number of shares of each class and the number of shares of class A common stock on an as-converted basis at June 30, 20122013, are as follows:
(in millions, except conversion rate)Shares Outstanding 
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 stock527
 —
 527
515
 —
 515
Class B common stock245
 0.4254
 104
245
 0.4206
 103
Class C common stock38
 1.0000
 38
27
 1.0000
 27
Total    670
    645
(1)  
Figures in the table may not sumrecalculate exactly due to rounding. As-converted class A common stock countis calculated based on whole numbers.numbers, not the rounded numbers presented.
Reduction in as-converted shares. During the first nine months of fiscal 2012, the Company used $2.1 billionof itsoperating cash on hand to reduce total as-converted class A common stock by 20.2 million shares. Of the $2.1 billion, $536 million was used to repurchase class A common stock in the open market. In addition, the Company deposited $1.57 billionof 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. The December 29, 2011 deposit reduced funds previously allocated to the amended July 2011 share repurchase program. At June 30, 2012, the Company has completed the share repurchase program previously authorized by the board of directors in July 2011.
In February 2012, the Company announced a $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

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


to change at the discretion of the board of directors. This share repurchase program had remaining authorized funds of $39 million at June 30, 2012. In July 2012, the Company announced a new $1 billion share repurchase program authorized by the board of directors. The authorization will be in effect through July 17, 2013, and the terms of the program are subject to change at the discretion of the board of directors.
The Company repurchased approximately 4 million and 0.8 million shares during the three months ended June 30, 2012 and December 31, 2011, respectively. There was no share repurchase activity during the three months ended March 31, 2012. The following table presents share repurchases in the open market for the market.three months ended:
(in millions, except per share data)June 30,
2012		 December 31, 2011Three Months Ended June 30, 2013 Nine Months Ended June 30, 2013
Shares repurchased in the open market (1)
4.0
 0.8
6
 26
Weighted-average repurchase price per share$115.51
 $89.81
$176.75
 $157.48
Total cost$461
 $75
$981
 $4,054
(1)  
All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
Under the terms of the retrospective responsibility plan, when the Company makes a deposit into the escrow account, the shares of class B common stock are subject to dilution through an adjustment to the conversion rate of the shares of class B common stock to shares of class A common stock.
The Company made deposits of $1.57 billion and $150 million into the litigation escrow account on December 29, 2011 and July 24, 2012, respectively. The following table presents as-converted class B common stock after these deposits:
(in millions, except per share data)July 24,
2012		 December 29,
2011
Deposit under the retrospective responsibility plan$150
 $1,565
Effective price per share(1)
$125.50
 $101.75
Reduction in equivalent number of shares of class A common stock1.2
 15.4
Conversion rate of class B common stock to class A common stock after deposit0.4206
 0.4254
As-converted class B common stock after deposit103
 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.
Class B common stock. Under the Company’s amended and restated certificate of incorporation, shares of class B common stock are subject to transfer restrictions until the date on which certain covered litigation has been finally resolved. See Note 10—Legal Matters.
Accelerated class C share release programs. Of the 152 million shares of class C common stock released from transfer restrictions under the Company’s 2009, 2010 and 2011 accelerated class C share release programs, 113 million shares have been converted from class C to class A common stock upon their sale into the public market throughAt June 30, 20122013. Approximately, the Company had 3 million and 9$61 million of those shares were converted duringremaining funds available for share repurchases under the current program authorized by the board of directors. In July 2013, the Company's board of directors authorized a new three and nine$1.5 billion months ended June 30, 2012, respectively.share repurchase program to be in effect through July 2014.
Dividends. On July 17, 201216, 2013, the Company’s board of directors declared a dividend in the amount of $$0.220.33 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 September 4, 20122013, to all holders of record of the Company's class A, class B and class C common stock as of August 17, 2012. The Company paid $448 million in dividends during the nine months ended June 30, 2012.
Note 7—Earnings Per Share
The following table presents basic and diluted loss per share for the three months ended June 30, 2012.

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


 Basic Earnings (Loss) Per Share  Diluted Earnings (Loss) Per Share
 (in millions, except per share data)
 
Loss
Allocation
(A)
 
Weighted
Average
Shares
Outstanding (B)
 
Earnings (Loss) per
Share =
(A)/(B)(1)
  
Loss
Allocation
(A)
 
Weighted
Average
Shares
Outstanding (B)
 
Earnings (Loss) per
Share =
(A)/(B)(1)
             
Class A common stock$(1,437)  525
 $(2.74)  $(1,839)  672
(2) 
$(2.74)
Class B common stock(286)
(3) 
245
 (1.16)  (286)
(3) 
245
  (1.16)
Class C common stock(109)  40
 (2.74)  (109)  40
  (2.74)
Participating securities(4)
(7)  Not presented
 Not presented
  (7)  Not presented
  Not presented
Net loss attributable to Visa Inc.$(1,839)            
The following table presents basic and diluted earnings per share for the nine months ended June 30, 2012.
 Basic Earnings Per Share  Diluted Earnings Per Share
 (in millions, except per share data)
 
Income
Allocation
(A)
 
Weighted
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)(1)
  
Income
Allocation
(A)
 
Weighted
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)(1)
             
Class A common stock$372
  523
 $0.71
  $482
  681
(2) 
$0.71
Class B common stock78
(3) 
245
 0.32
  78
(3) 
245
  0.32
Class C common stock30
  43
 0.71
  30
  43
  0.71
Participating securities(4)
2
  Not presented
 Not presented
  2
  Not presented
  Not presented
Net income attributable to Visa Inc.$482
            
The following table presents basic and diluted earnings per share for the three months ended June 30, 2011.
 Basic Earnings Per Share  Diluted Earnings Per Share
 (in millions, except per share data)
 
Income
Allocation
(A)
 
Weighted
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)(1)
  
Income
Allocation
(A)
 
Weighted
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)(1)
             
Class A common stock$746
  521
 $1.43
  $1,005
  704
(2) 
$1.43
Class B common stock172
(3) 
245
 0.70
  171
(3) 
245
 0.70
Class C common stock84
  59
 1.43
  84
  59
  1.43
Participating securities(4)
3
  Not presented
 Not presented
  3
  Not presented
  Not presented
Net income attributable to Visa Inc.$1,005
            
The following table presents basic and diluted earnings per share for the nine months ended June 30, 2011.

18
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


class C common stock as of August 16, 2013. The Company paid $653 million in dividends during the nine months ended June 30, 2013.
Note 8—Earnings Per Share
The following table presents earnings per share for the three months ended June 30, 2013.(1)
Basic Earnings Per Share  Diluted Earnings Per Share
(in millions, except per share data)Basic Earnings Per Share  Diluted Earnings Per Share
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)
(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$1,976
  506
 $3.90
  $2,770
  712
(2) 
$3.89
$973
 515
 $1.89
  $1,225
 651
(3) 
$1.88
Class B common stock483
(3) 
245
 1.97
  481
(3) 
245
  1.96
194
 245
 0.79
  194
 245
 0.79
Class C common stock302
  78
 3.90
  302
  78
  3.89
53
 28
 1.89
  53
 28
 1.88
Participating securities(4)
9
  Not presented
 Not presented
  9
  Not presented
  Not presented
5
 Not presented
 Not presented
  5
 Not presented
 Not presented
Net income attributable to Visa Inc.$2,770
            $1,225
           
The following table presents earnings per share for the nine months ended June 30, 2013.(1)
 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$3,014
 524
 $5.76
  $3,788
 660
(3) 
$5.74
Class B common stock594
 245
 2.42
  592
 245
 2.41
Class C common stock166
 29
 5.76
  165
 29
 5.74
Participating securities(4)
14
 Not presented
 Not presented
  14
 Not presented
 Not presented
Net income attributable to Visa Inc.$3,788
           
The following table presents loss per share for the three months ended June 30, 2012.(1)
 Basic Earnings (Loss) Per Share  Diluted Earnings (Loss) Per Share
 (in millions, except per share data)
 
Loss
Allocation
(A)(2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings
(Loss) per
Share =
(A)/(B)
  
Loss
Allocation
(A)(2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings
(Loss) per
Share =
(A)/(B)
Class A common stock$(1,437) 525
 $(2.74)  $(1,839) 672
(3) 
$(2.74)
Class B common stock(286)
245
 (1.16)  (286)
245
 (1.16)
Class C common stock(109) 40
 (2.74)  (109) 40
 (2.74)
Participating securities(4)
(7) Not presented
 Not presented
  (7) Not presented
 Not presented
Net loss attributable to Visa Inc.$(1,839)           

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


The following table presents earnings per share for the nine months ended June 30, 2012. (1)
 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$372
 523
 $0.71
  $482
 681
(3) 
$0.71
Class B common stock78
 245
 0.32
  78
 245
 0.32
Class C common stock30
 43
 0.71
  30
 43
 0.71
Participating securities(4)
2
 Not presented
 Not presented
  2
 Not presented
 Not presented
Net income attributable to Visa Inc.$482
           
(1) 
Figures in the table may not recalculate exactly due to rounding. Earnings (loss) per share is calculated based on whole numbers, not the rounded numbers.numbers presented.
(2) 
Net income (loss) attributable to Visa Inc. is allocated based on proportional ownership on an as-converted basis. The computationweighted-average numbers of weighted-average dilutive shares outstanding included the effect of 3 million dilutive shares of outstandingas-converted class B common stock awards forused in the nine months ended June 30, 2012 andincome (loss) allocation were 3 million and 2103 million for the three and nine months ended June 30, 20112013, respectively. As the Company had a net loss for the three months ended June 30, 2012, the computation excluded 7 million outstanding stock awards because their effect would have been anti-dilutive. The computation excluded stock options to purchase less than 1 million shares of common stock for the nine months ended June 30, 2012and2 million for the three and nine months ended June 30, 2011, respectively, because their effect would have been anti-dilutive.
(3)
Net income (loss) 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 (loss) income allocation were 104 million and 110 millionfor the three and nine months ended June 30, 2012, respectively.
(3)
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 1202 million and 124 millioncommon stock equivalents for the three and nine months ended June 30, 20112013, respectively.and 3 million for the nine months ended June 30, 2012, because their effect would have been dilutive. The computation excludes less than 1 million common stock equivalents for the three and nine months ended June 30, 2013 and the nine months ended June 30, 2012, because their effect would have been anti-dilutive. The computation also excludes 7 million outstanding stock awards for the three months ended June 30, 2012, because their effect would have been anti-dilutive as the Company had a net loss.
(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.
Note 8—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 nine months ended June 30, 20122013:
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 options441,191
 $29.65
 $93.22
579,318
 $39.03
 $147.37
Restricted stock awards ("RSA")937,422
 95.10
  
Restricted stock units ("RSU")426,653
 96.51
  
Restricted stock awards ("RSAs")891,360
 146.96
  
Restricted stock units ("RSUs")326,746
 145.83
  
Performance-based shares(1)
66,114
 97.84
  230,518
 164.14
  
(1) 
The ultimateRepresents the maximum number of performanceperformance-based shares towhich could be earned will be between zero and 132,227, depending on a combination of service, performance and market conditions.
earned.
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 expensecost is recorded net of estimated forfeitures, which are adjusted as appropriate.
Note 9—10—Income Taxes
The effective income tax rates were33% and 31% for the three and nine months ended June 30, 2013, respectively, and 29% and 22% for the three and nine months ended June 30, 2012, respectively, and 35% and 36% for the three and nine months ended June 30, 2011, respectively. The effective tax rates for the three and nine months ended June 30, 2012 differ from the effective tax rates in the same periods in fiscal 2011 primarily due to the following:

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



the effective tax rates for the three and nine months ended June 30, 2012 included:
▪the tax benefit and the offsetting tax reserve associated with the covered litigation provision recorded in the third quarter of fiscal 2012;
▪a one-time foreign tax credit carryover benefit recognized in the third quarter of fiscal 2012 in conjunction with changes in the geographic mix of the Company's global income; and
▪the state tax reduction attributable to the changes in California tax apportionment rules adopted in the second quarter of fiscal 2012;
2013 differ from the effective tax raterates in the same periods in fiscal 2012 mainly due to:
certain foreign tax credit benefits related to prior years recognized in the second quarter of fiscal 2013;
a $76 million tax benefit recognized in the first quarter of fiscal 2013, as a result of new guidance issued by the state of California regarding apportionment rules for years prior to fiscal 2012; and
the nine months ended June 30, 2012 included absence of:
the tax benefit and the offsetting tax reserve associated with the covered litigation provision recorded in the third quarter of fiscal 2012;
a one-time foreign tax credit carryover benefit recognized in the third quarter of fiscal 2012; and
a one-time, non-cash benefit of $208 million from the remeasurement of existing net deferred tax liabilities in the second quarter of fiscal 2012, as a result of the California state apportionment rule changes adopted in that same quarter;quarter.
the effective tax rates for the three and nine months ended June 30, 2012 reflected the absence of the following items that occurred in the third quarter of fiscal 2011:
▪the non-taxable revaluation of the Visa Europe put option; and
▪the additional foreign tax on the sale of the Company's investment in Companhia Brasileira de Soluções e Serviços.
During the three and nine months ended June 30, 2012,2013, the Company's gross unrecognized tax benefits increased by $19510 million and $246231 million, respectively, all$8 million and $179 million of which, respectively, would affectfavorably impact the effective income tax rate if recognized. The increase in gross unrecognized tax benefits is primarily due to the unrecognized tax benefit associated with the covered litigation provisionchanges in the current period, partially offset by the decrease attributablejudgments and estimates related to the effective settlement of various tax examination issues.positions across several jurisdictions. During the three and nine months ended June 30, 2012,2013, the Company accrued$4 million and $9 million of interest, respectively, compared to $1 million and $15 million, respectively, in the prior-year comparable periods. During the three and nine months ended June 30, 2013, the Company accrued no penalties and $2 million of interest,penalties, respectively, and norelated to uncertain tax positions. No penalties related to uncertain tax positions.positions were accrued for the same prior-year comparable periods.

On May 23, 2012,The Company reclassified $1.6 billion from deferred tax assets to income tax receivable in the IRS issued a Noticefirst quarter of Proposed Adjustmentthe current fiscal year to reflect the current tax deduction related to the Company's fiscal 2008 U.S. federalpayments totaling $4.4 billion made in connection with the covered litigation. See Note 2—Retrospective Responsibility Plan and Note 11—Legal Matters. The income tax return which would disallow the deduction or otherwise eliminate the tax benefit associated with the settlement of the American Express litigation for thatreceivable has been applied and will continue to be applied to reduce income taxes payable throughout fiscal year. On July 16, 2012, the IRS issued a Revenue Agent's Report to the Company regarding the same.The Company disagrees with the IRS' position and is preparing to appeal the proposed adjustment. The Company estimates that it would owe approximately $396 million in additional federal and state income tax, excluding interest and penalties, if any, related to fiscal 2008 if the IRS' position is sustained. Based on the Company's assessment of the IRS' position outlined in this Notice of Proposed Adjustment, no changes have been made to any of the Company's tax estimates under U.S. GAAP relating to this deduction or any similar deductions for covered litigation in subsequent fiscal years.2013.
Note 10—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 amountsthe amount or range of losses 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.
For the quarter ended June 30, 2012, the Company recorded a litigation provision of $4.1 billion, related to litigation subject to the retrospective responsibility plan. The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss atas of the balance sheet date.
The following table summarizes the activity related to accrued litigation for the litigation.nine months ended June 30, 2012 and 2011:
 Fiscal 2013 Fiscal 2012
 (in millions)
Balance at October 1$4,386
 $425
Provision for unsettled matters3
 4,098
Interest accretion on settled matters—
 1
Payment on unsettled matters(1)
(4,033) —
Payment on settled matters(351) (140)
Balance at June 30$5
 $4,384

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


(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.
 2012 2011
 (in millions)
Balance at October 1$425
 $697
Provision for settled matters—
 6
Provision for unsettled matters4,098
 —
Reclassification of settled matters (1)
—
 12
Interest accretion on settled matters1
 9
Payments on settled matters(140) (212)
Balance at June 30$4,384
 $512
(1) Reclassification of amount previously recorded in accrued liabilities.Covered Litigation
Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are subject tocovered by the retrospective responsibility plan, which the Company refers to as the covered litigation. See Note 2—Retrospective Responsibility Plan. An accrual for the covered litigation and a charge to the litigation provision are recorded when loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the litigation committee.
The American ExpressAttridge Litigation. Visa'sThe parties in the Credit/Debit Card Tying Cases subsequently agreed upon a revised written settlement obligations were fully satisfied withagreement, which was submitted to the Januarycourt 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, and objectors have filed notices of appeal in those cases and the Attridge case. 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 district court entered the preliminary approval order on November 27, 2012. On July 13,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 Company, its wholly-owned subsidiaries Visa U.S.A.court of appeals entered an order deferring briefing for the appeal until after the district court enters an order of final approval and Visa International, MasterCard Incorporated, MasterCard International Incorporated, various U.S. financial institution defendants, and the class plaintiffs signed a memorandum of understanding (the “MOU”) which obligates the parties to enter into a settlement agreement in the form attachedfinal judgment with respect to the MOU (together withsettlement, or otherwise concludes the MOU,matters by entry of a final judgment. On December 17, 2012, certain objectors filed a motion asking the “Settlement Agreement”)court of appeals to resolvereconsider its decision, which was denied on January 31, 2013. On January 15, 2013, the class plaintiffs' claims. A final settlement agreement is subjectdistrict court denied as moot objectors' request to conditions, including (a) requisite corporate approvals; (b) reaching agreement on certain appendices tostay the Settlement Agreement regarding class notice, claims, and other procedures; (c) reaching negotiated settlements with the individual plaintiffs whose claims were consolidated with the MDL for coordination of pre-trial proceedings (the “Individual Plaintiffs”); and (d) court approval. There can be no assurances that these conditions will be satisfied.preliminary approval order.
The terms of the Settlement Agreement include, among other terms:
A comprehensive release from participating class members for liability arising out of claims asserted in the litigation, and a further release to protect against future litigation regarding interchange and the other U.S. rules at issue in the MDL;
Settlement payments from the Company ofOn December 10, 2012, Visa paid approximately $4.0 billion, to be paid from the Company's previously funded litigation escrow account into a settlement fund established underpursuant to the retrospective responsibility plan, seeNote 2—Retrospective Responsibility Plan;definitive class settlement agreement.
DistributionCertain retailers in the proposed settlement classes thereafter objected to class merchants of an amount equal to 10 basis points of default interchange across all credit rate categories for a period of eight consecutive months, which otherwise would have been paid to issuers and which effectively reduces credit interchange for that period of time. The eight month period for the reduction would begin within 60 days after completionsettlement, opted out of the court-ordered period during which individualdamages portion of the class members maysettlement, and/or are seeking to opt out of this settlement;the rules portion of the class settlement. Details of retailers who have filed an opt-out claim may be found below (see "Interchange Opt-out Litigation" below).
Certain modificationscompetitors and other interested parties have also objected to the Company's rules,class settlement, including modifications to permit surcharging on credit transactions under certain circumstances, subject to a cap and a level playing field with other general purpose card competitors; and
Agreement that the Company will meet with merchant buying groups that seek to negotiate interchange rates collectively.
In addition, the Company and the Individual Plaintiffs have reached an agreement in principle to resolve the Individual Plaintiffs' claims against the Company for approximately $350 million. The agreement in principle must be reduced to a written settlement agreement that is agreeable to all parties, and that settlement agreement will be subject to customary conditions, including all requisite corporate approvals. Until this agreement in principle is

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


reduced to a written settlement agreement and the appropriate conditions are satisfied, no assurance can be provided that the Company will be able to resolve the Individual Plaintiffs' claims as contemplated by the agreement in principle.
For the quarter ended June 30, 2012, the Company recorded a litigation provision of $4.1 billion,Discover, which increased its total reserve for litigation subject to the retrospective responsibility plan from $285 million to approximately $4.4 billion, to reflect the class plaintiffs' Settlement Agreement and management's current estimate of the resolution of the Individual Plaintiffs' claims.
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. Attridge filed a motion to disqualify the trial judge, which was granted. On June 4, 2012, the court issued an order reassigning the caseintervene on May 28, 2013. Discover seeks, among other things, to object to the Honorable John E. Munter.
In New Mexico, on April 18, 2012, the state appellate court affirmed the trial court's dismissalsettlement agreement and to file a proposed complaint challenging certain aspects of the case.
Vale Canjeable. Visa filed extraordinary appealssettlement agreement as a restraint of the two August10 rulings with the Supreme Court.
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 was held from May 8, 2012 through June 21, 2012.
Merchant Litigation. On April 10, 2012, the court permitted the plaintiff to revise its complaint to effectively mirror the Watson case, and to add the same ten financial institutions as co-defendants. On June 13, 2012, at plaintiff's request and in light of the proceedings in the Watson case, the court entered an order staying the case until June 21, 2013.
As a result of plaintiff's unopposed request on January 10, 2012, the Bancroft-Snell case is being held in abeyance pending further proceedings in the Watson case.
Call Center Litigation. On November 30, 2011, the court entered a final order approving the settlement and entering judgment in the case.
U.S. ATM Access Fee Litigation.
National ATM Council class action.On January 10, 2012, plaintiffs filed an amended class action complaint against the same defendants. Like the original complaint, the amended complaint alleges that the ATM access fee rule prevents non-bank ATM operators from attracting customers to use other networkstrade in violation of Section 1 of the Sherman Act. The amended complaint also alleges that Visa's rule has enabled VisaOn June 13, 2013, the district court ordered defendants to charge artificially high network fees for ATM transactions,respond 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.
Discover's objections by August 16, 2013.
On January 10, 2012,July 1, 2013, the class administrator filed an amended report stating that the administrator had received 7,953 requests to opt out of the settlement. Under the Settlement Agreement, if class members opt out of the damages portion of the class settlement, the defendants are entitled to receive payments of no more than 25% of the original cash payments made into the settlement fund, based on the percentage of payment card sales volume for a defined period attributable to merchants who opted out (the Bartron“ and takedown paymentsGenese” complaints were combined into a single amended complaint, now captioned Mackmin). The amended complaint challengesBy no later than August 16, 2013, the same ATM access fee rules and names Visa, MasterCard, and three financial institutions as defendants, butparties will submit to the putative class representatives are different from thosecourt any disputes about the takedown payments.
Interchange Opt-out Litigation
On May 24, 2013, CVS Pharmacy, Inc. filed suit in the originalEastern District of New York against Visa Inc., Visa U.S.A., Visa International, MasterCard Incorporated, and MasterCard International Incorporated. The BartronCVS case has been included as part of MDL 1720. On May 28 and 29, 2013, Buc-ee's Ltd. and Shop Rite Inc. (and two other plaintiffs), respectively, filed suit in the Southern District of New York against Visa Inc., Visa U.S.A., Visa International, MasterCard Incorporated, and MasterCard International Incorporated. The GeneseBuc-ee's complaints. Mackmin purports to represent classes and sub-classes of consumerscomplaint also includes certain U.S. financial institution defendants in claims brought under Section 1MDL 1720. On June 14, 2013, the Clerk 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.Judicial Panel
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.


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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


on Multidistrict Litigation transferred the Shop Rite and Buc-ee's cases to the Eastern District of New York for inclusion in MDL 1720. Plaintiffs in the CVS, Shop Rite, and Buc-ee's cases are pursuing damages claims based upon allegations similar to those raised in MDL 1720. As part of MDL 1720, these cases are covered litigation for purposes of the retrospective responsibility plan. See Note 2—Retrospective Responsibility Plan.
On May 24, 2013, Visa, MasterCard, and certain U.S. Departmentfinancial institution defendants in MDL 1720 filed a complaint in the Eastern District of Justice Civil Investigative Demand.New York against certain named class representative plaintiffs who had opted out or stated their intention to opt out of the damages portion of the MDL class settlement. On June 10, 2013, Visa filed a similar complaint in the Eastern District of New York against Wal-Mart Stores Inc. Both complaints seek a declaration that, from January 1, 2004 to November 27, 2012, the time period for which opt-outs may seek damages under the MDL class settlement, Visa's conduct in, among other things, continuing to set default interchange rates, maintaining its “honor all cards” rule, enforcing certain rules relating to merchants, and restructuring itself, did not violate federal or state antitrust laws. Both cases have been assigned to the same district court judge presiding over MDL 1720.
On May 23, 2013, Target Corporation and a number of other plaintiffs filed suit in the Southern District of New York against Visa Inc., Visa U.S.A., Visa International, MasterCard Incorporated, and MasterCard International Incorporated. The plaintiffs are former class members of the damages class in MDL 1720 who opted out of the damages portion of the class settlement and are pursuing damages claims. Plaintiffs in the Target case are pursuing damages claims on allegations similar to those raised in MDL 1720. On June 6, 2013, the Clerk of the Judicial Panel on Multidistrict Litigation filed an order conditionally transferring the Target opt-out case to the Eastern District of New York for inclusion in MDL 1720 (see“Multidistrict Litigation Proceedings,” above). On June 13, 2013, the Target plaintiffs filed a Notice of Opposition to the conditional transfer order, and on June 27, 2013, the Target plaintiffs filed a motion to vacate the conditional transfer order. On June 26, 2013, a group of fifty-five merchants in a case known as 7-Eleven filed suit in the Southern District of New York against Visa Inc., Visa U.S.A., Visa International, MasterCard Incorporated, MasterCard International Incorporated, and certain U.S. financial institution defendants in MDL 1720. The allegations in the 7-Eleven case are similar to those that have been generally raised in MDL 1720, but also include allegations that Visa has monopolized, attempted to monopolize, and conspired to monopolize the debit card network services market in violation of Section 2 of the Sherman Act; and plaintiffs seek an injunction against the Fixed Acquirer Network Fee. On June 28, 2013, the defendants filed a notice of a tag-along action and requested that the Clerk of the Judicial Panel on Multidistrict Litigation transfer the 7-Eleven opt-out case to the Eastern District of New York for inclusion in MDL 1720 (see“Multidistrict Litigation Proceedings,” above). On July 12, 2013, the Clerk of the Judicial Panel on Multidistrict Litigation filed an order conditionally transferring the 7-Eleven opt-out case to the Eastern District of New York for inclusion in MDL 1720. On July 12, 2013, the 7-Eleven plaintiffs filed a Notice of Opposition to the conditional transfer order. The Target and 7-Eleven opt-out cases will be covered litigation for purposes of the retrospective responsibility plan (see Note 2—Retrospective Responsibility Plan) if transferred to or otherwise included in MDL 1720.
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. Objectors to the settlement have filed notices of appeal.
Vale Canjeable
In June 2013, the Venezuelan Supreme Court ruled in Visa and Todoticket's favor with respect to both appeals. The Supreme Court dismissed the plaintiff's claims of trademark infringement and damages in their entirety. The Supreme Court's decision furthermore invalidated the injunction ordered by the Fifth Municipal court effective immediately.
European Interchange Proceedings
European Commission. On March 8, 2013, Visa Inc. and Visa International received a redacted copy of the 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 Visa International received a less redacted version of the SSO from the EC, but to 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

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


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. Both parties have initiated a dispute resolution procedure contemplated by the Framework Agreement to resolve their dispute regarding this indemnification issue.
Visa Europe has offered commitments addressing domestic interchange, cross-border interchange within Europe, cross-border acquiring within Europe, and other Visa Europe rules. The EC will consider whether to accept those commitments after a period of public comment.

Threatened Merchant Litigation. On March 13,22, 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 Visa International in connection with this proceeding, in our opinion, and Visa Europe has agreed to bear certain costs contemplated by the standstill agreement. However, on April 4, 2013, Visa 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 Visa Europe to resolve this issue. Both parties have initiated a dispute resolution procedure contemplated by the Framework Agreement to resolve their dispute regarding this indemnification issue.
Canadian Competition Proceedings
Competition Bureau. On July 23, 2013, the Competition Tribunal ruled in favor of Visa Canada and MasterCard, dismissing the Commissioner of Competition's challenges to Visa's "no-surcharge" and "honour all cards" policies. The Competition Tribunal found that the Commissioner failed to establish that either policy constituted resale price maintenance under Section 76 of the Competition Act.
Merchant Litigation. In the Watson case, the plaintiff's reply materials in support of class certification were received on November 30, 2012. The class certification hearing commenced on April 22, 2013 and concluded on May 1, 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 Antitrust Division of the United States Department of Justice (the “Watson Divisionplaintiff's counsel filed another merchant class action in Alberta (”MacaroniesHair Club and Laser Centre Inc.) issuedwhich effectively mirrors the claims in the Watson case. Following a Civil Investigative Demand,hearing on defendants' applications to stay the Alberta actions, the court ordered that both Alberta actions be stayed pending the decision in the Watson case and on the condition that the Watson class definition be amended to include Alberta residents.
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.

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


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.
On June 6, 2013, Visa filed its response to the ACCC's allegations.
U.S. ATM Access Fee 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 and the consumer class 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 CID,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. Defendants filed responses opposing the motions on the grounds that they are not procedurally proper and would be futile in any event. On April 24, 2013, the court ordered the defendants to file further detailed responses, addressing futility in particular. Briefing on the motions is complete.
Consumer Financial Protection Bureau. toOn February 7, 2013, Visa Inc.received a letter from the Consumer Financial Protection Bureau (“CFPB”) 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 responsespractices with respect to the Reform Act, including Visa's Fixed Acquirer Network Fee. Inconversion of U.S. cardholder foreign transactions from foreign currency into U.S. dollars. On March 20, 2013, Visa met with the Division twiceCFPB and provided information and materials in response to the CID.requests. Visa is continuing to provide materials and cooperate with the Division in connection with the CID.CFPB's inquiry.



2325


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 ReformDodd-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 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;
▪increased regulation outside the United States and in other product categories; and
▪rules about consumer privacy and data use and security;
rules capping debit interchange reimbursement fees promulgated under the Dodd-Frank 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, includingincluding:
those affecting interchange reimbursement fees, antitrust and tax disputesdisputes; and also including
our failure to satisfy the conditions necessary to make the multi-districtmultidistrict litigation settlementssettlement 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 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;

26

system developments, such as:

24

▪disruption of our transaction processing systems or the inability to process transactions efficiently;
▪account data breachescompromises 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, banksfinancial institutions and governments around the world enabling them to use digital currency instead of checksfast, 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 clientswe provide.
Overall economic conditions. Our business is affected by overall economic conditions and to position Visa to serve more and different constituencies.
Multidistrict Litigation Proceedings (MDL). Visa, MasterCard, various U.S. financial institution defendants, andconsumer spending. Our business performance during the class plaintiffs have signednine months ended June 30, 2013 reflects the impacts of a memorandum of understanding to enter into a settlement agreement to resolve the class plaintiffs' claims in the interchange MDL. The Company also has reached an agreement in principle to resolve the claims brought by a group of individual merchants which were consolidated with the MDL for coordination of pre-trial proceedings. See Note 2—Retrospective Responsibility Plan and Note 10—Legal Matters to our unaudited consolidated financial statements.tepid global economic recovery.
Adjusted financial results. Our financial results for fiscal 2012 reflect the impact of the following significant items that we believe are not indicative of our financial performance in the prior or future periods, as they either are related to amounts covered by the retrospective responsibility plan, or have no cash impact. As such, we believe the presentation of adjusted financial results excluding the following amounts provides a clearer understanding of our operating performance for the periods presented.
Litigation provision. During the third quarter of fiscal 2012, we recorded a litigation provision related to litigation subject to the retrospective responsibility plan of $4.1$4.1 billion and related tax benefits ("litigation provision adjustment"). Settlementsassociated with the interchange MDL, which is covered by the retrospective responsibility plan. Monetary liabilities from settlements of, or judgments in, the covered litigation will beare paid from the litigation escrow account. See Note 2—Retrospective Responsibility Plan and Note 10—11—Legal Matters to our unaudited consolidated financial statements. We believe
Deferred tax adjustment. During the resulting net loss recorded is not indicativesecond quarter of Visa's performance in this or future periods, and therefore, we believe the presentation of adjusted financial results excluding this item and related tax benefits provides a clearer understanding of our operating performance for the period.
Additionally,fiscal 2012, our reported financial results for the nine months ended June 30, 2012 benefited from a one-time, non-cash adjustment of $208$208 million related to the remeasurement of our net deferred tax liabilities ("deferred tax adjustment") recorded in our income tax provision during the three months ended March 31, 2012. The deferred tax adjustment has no cash impactattributable to us. We therefore believe that this non-cash benefit related to the deferred tax adjustment is not indicative of our financial performance in fiscal 2012 or any period therein and the presentation of adjusted financial results excluding this item provides a clearer understanding of our operating performance for the period.
During the third quarter of fiscal 2011, we recorded a decrease of $122 millionchanges in the fair value of the Visa Europe put option ("revaluation of the Visa Europe put option"), which resulted in the recognition of non-cash, non-operating other income in our financial results. These amounts are not subject to income tax and therefore have no impact on our reported income tax provision. The reduction in the fair value of the put option was the result of declines in our estimated long-term price-to-earnings ratio as compared to the estimated ratio applicable to Visa Europe and did not reflect any change in the likelihood that Visa Europe will exercise its option. We believe the presentation of adjusted financial results excluding this item provides a clearer understanding of our operating performance for the respective period.California state apportionment rules.

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The following table presentstables present our financial results for the three and nine months ended June 30, 2013, as compared to our adjusted financial results for the three and nine months ended June 30, 2012 and 2011, which excludes the litigation provision adjustment, the deferred tax adjustment and the revaluation of the Visa Europe put option.

2012.
Three Months Ended
June 30, 2012
  
Three Months Ended
June 30, 2011
Three Months Ended
June 30, 2013
  
Three Months Ended
June 30, 2012
(in millions, except margin ratio and per share data)(in millions, except margin ratio and per share data)
Operating Expenses 
Operating Margin(1)
 Net (Loss) Income Attributable to Visa Inc. 
Diluted (Loss) Earnings Per Share(2)
  Operating Expenses 
Operating Margin(1)
 Net Income Attributable to Visa Inc. 
Diluted Earnings Per Share(2)
Operating
expenses
 
Operating
margin (1)
 Net income attributable to Visa Inc. 
Diluted earnings per share (2)
  
Operating
expenses
 
Operating
margin (1)
 Net (loss) income attributable to Visa Inc. 
Diluted (loss) earnings per share (2)
As reported$5,172
 (102)% $(1,839) $(2.74)  $977
 58% $1,005
 $1.43
$1,173
 61% $1,225
 $1.88
  $5,172
 (102)% $(1,839) $(2.74)
Litigation provision(4,098) NM
 2,894
(3) 
4.30
  —
 —
 —
 —
—
 —
 —
 —
  (4,098) NM
 2,894
(3)4.30
Revaluation of Visa Europe put option—
 —
 —
 —
  —
 —
 (122) (0.17)
Adjusted$1,074
 58 % $1,055
 $1.56
  $977
 58% $883
 $1.26
$1,173
 61% $1,225
 $1.88
  $1,074
 58 % $1,055
 $1.56
Diluted weighted-average shares outstanding (4)
      675
        704
               
Nine Months Ended
June 30, 2012
  
Nine Months Ended
June 30, 2011
(in millions, except margin ratio and per share data)
Operating Expenses 
Operating Margin(1)
 Net Income Attributable to Visa Inc. 
Diluted Earnings Per Share(2)
  Operating Expenses 
Operating Margin(1)
 Net Income Attributable to Visa Inc. 
Diluted Earnings Per Share(2)
As reported$7,073
 8 % $482
 $0.71
  $2,711
 60% $2,770
 $3.89
Litigation provision(4,098) 53 % 2,894
(3) 
4.25
  —
 —
 —
 —
Impact of deferred tax adjustment—
 —
 (208) (0.30)  —
 —
 —
 —
Revaluation of Visa Europe put option—
 —
 —
 —
  —
 —
 (122) (0.17)
Adjusted$2,975
 61 % $3,168
 $4.66
  $2,711
 60% $2,648
 $3.72
Diluted weighted-average shares outstanding (as reported)      681
        712
Weighted-average number of diluted shares outstanding (4)
      651
        675
 
Nine Months Ended
June 30, 2013
  
Nine Months Ended
June 30, 2012
 (in millions, except margin ratio and per share data)
 
Operating
expenses
 
Operating
margin (1)
 Net income attributable to Visa Inc. 
Diluted earnings per share (2)
  
Operating
expenses
 
Operating
margin (1)
 Net income attributable to Visa Inc. 
Diluted earnings per share (2)
As reported$3,317
 62% $3,788
 $5.74
  $7,073
 8% $482
 $0.71
Litigation provision—
 —
 —
 —
  (4,098) 53% 2,894
(3)4.25
Impact of deferred tax adjustment—
 —
 —
 —
  —
 —% (208) (0.30)
Adjusted$3,317
 62% $3,788
 $5.74
  $2,975
 61% $3,168
 $4.66
Weighted-average number of diluted shares outstanding (as reported)      660
        681
(1) 
Operating margin is calculated as operating income (loss) income divided by total operating revenues.
(2) 
Figures in the table may not recalculate exactly due to rounding. Diluted earnings (loss) earnings per share figuresis calculated based on whole numbers, not the rounded numbers.numbers presented.
(3) 
The litigation provision adjustment to net (loss) income attributable to Visa Inc. is shown net of tax. The tax impact is determined by applying applicable federal and state tax rates to the litigation provision and applying related reserves for uncertain tax positions.
(4) 
For the three months ended June 30, 2012, the computation of adjusted diluted earnings per share included the effect of 3 million incremental dilutive shares, which were excluded from the computation of reported diluted loss per share as they arewere considered anti-dilutive when applied to a net loss.
Overall economic conditionsMultidistrict Litigation Proceedings (MDL). On October 19, 2012, Visa, MasterCard, various U.S. financial institution defendants and regulatory environment.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 Our businessfrom the litigation escrow account into a settlement fund established pursuant to the definitive class settlement agreement. Certain retailers in the proposed settlement classes thereafter objected to the settlement or have opted-out or are seeking to opt-out of all or portions of the settlement. The settlement with the class plaintiffs is affectedsubject to final court approval, which 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 overall economic conditionsa group of individual merchants which were consolidated with the MDL for coordination of pre-trial proceedings. Pursuant to the settlement agreement, we paid $350 million from the litigation escrow account to the individual merchants on October 29, 2012, and consumer spending. Our business performance duringon November 6, 2012, the first three quarters of fiscal 2012 reflects the impact of a modest global economic recovery.court entered an

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The Reform Act. As of October 1, 2011, in accordanceorder dismissing the individual merchants' claims 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.
During the third quarter of fiscal 2012, we began implementation of our strategy designed 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. For the third quarter of fiscal 2012, we estimate that the overall net impact of the Reform Act, including restructured pricing, incentives, other mitigation strategies and volume loss was a decrease of approximately $0.04 in diluted earnings per class A common share. We expect a similar, or slightly higher, negative impact in the next few quarters, as more of our debit volume is exposed to lower variable fees and incentive agreements.
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. During the first nine months of fiscal 2012, we used $2.1 billionof ouroperating cash on hand to reduce total as-converted class A common stock by 20.2 million shares. Of the $2.1 billion, $536 million was used to repurchase class A common stock in the open market. In addition, we deposited $1.57 billionof 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 our class A common stock because 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 June 30, 2012. Subsequent to the fiscal third quarter end, on July 24, 2012, we deposited an additional $150 million into the litigation escrow account.prejudice. See Note 2—Retrospective Responsibility Plan and Note 6—11—Legal Matters to our unaudited consolidated financial statements.
Reduction in as-converted class A common stock. During the three and nine months ended June 30, 2013, we repurchased 6 million and 26 million shares, respectively, of our class A common stock using $1.0 billion and $4.1 billion, respectively, of cash on hand. At June 30, 2013, we had $61 million of remaining funds available for share repurchases under the current program authorized by the board of directors. In July 2013, our board of directors authorized a new $1.5 billion share repurchase program to be in effect through July 2014. See Note 7—Stockholders' Equity to our unaudited consolidated financial statements.
In February 2012, we announced a $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. At June 30, 2012, the share repurchase program had remaining authorized funds of $39 million. See Note 6—Stockholders' Equity to our unaudited consolidated financial statements.
In July 2012, we announced a new $1 billion share repurchase program authorized by the board of directors. The authorization will be in effect through July 17, 2013, and the terms of the program are subject to change at the discretion of the board of directors. See Note 6—Stockholders' Equity to our unaudited consolidated financial statements.

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Nominal payments volume and transaction counts. Payments volume is the primary driver for our service revenues, and the number of processed transactions areis the primary driver for our data processing revenues. Compared to the same prior year period,periods, overall nominal payments volume increased as a result of double-digit growthgrew in all categories worldwide except U.S. consumer credit and commercial, and single-digit growth in debit. Thedebit, which has been negatively impacted by the Dodd-Frank Act beginning April 1, 2012. Excluding U.S. debit transactions, the number of processed transactions continues to increase at a moderate pace,healthy rate, reflecting the continuing worldwide shift to digitalelectronic currency.
The following table sets forthtables 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
March 31,
2012(2)
 
3 months
ended
March 31,
2011(2)
 
%
Change
 
3 months
ended
March 31,
2012(2)
 
3 months
ended
March 31,
2011(2)
 
%
Change
 
3 months
ended
March 31,
2012(2)
 
3 months
ended
March 31,
2011(2)
 
%
Change
3 Months
Ended
March 31,
2013 (2)
 
3 Months
Ended
March 31,
2012 (2)
 
%
Change
 
3 Months
Ended
March 31,
2013 (2)
 
3 Months
Ended
March 31,
2012 (2)
 
%
Change
 
3 Months
Ended
March 31,
2013 (2)
 
3 Months
Ended
March 31,
2012 (2)
 
%
Change
(in billions, except percentages)(in billions, except percentages)
Nominal Payments Volume                                  
Consumer credit$168
 $149
 13% $337
 $292
 15% $505
 $442
 14%$186
 $168
 10% $363
 $337
 8% $549
 $505
 9%
Consumer debit(3)
264
 259
 2% 83
 65
 26% 346
 324
 7%264
 264
 —% 99
 83
 19% 362
 346
 5%
Commercial and other(3)
76
 68
 11% 31
 27
 11% 106
 96
 11%80
 76
 6% 33
 31
 8% 113
 106
 7%
Total Nominal Payments Volume$508
 $477
 7% $450
 $385
 17% $958
 $862
 11%$530
 $508
 4% $495
 $450
 10% $1,025
 $958
 7%
Cash volume108
 99
 9% 476
 418
 14% 584
 517
 13%108
 108
 —% 514
 476
 8% 621
 584
 6%
Total Nominal Volume(4)
$615
 $576
 7% $926
 $803
 15% $1,541
 $1,379
 12%$637
 $615
 4% $1,009
 $926
 9% $1,646
 $1,541
 7%
                 
U.S. Rest of World Visa Inc.
9 months
ended
March 31,
2012(2)
 
9 months
ended
March 31,
2011(2)
 
%
Change
 
9 months
ended
March 31,
2012(2)
 
9 months
ended
March 31,
2011(2)
 
%
Change
 
9 months
ended
March 31,
2012(2)
 
9 months
ended
March 31,
2011(2)
 
%
Change
(in billions, except percentages)
Nominal Payments Volume                 
Consumer credit$523
 $472
 11% $1,024
 $869
 18% $1,547
 $1,341
 15%
Consumer debit(3)
801
 764
 5% 248
 192
 29% 1,049
 957
 10%
Commercial and other(3)
229
 207
 11% 96
 84
 15% 325
 291
 12%
Total Nominal Payments Volume$1,554
 $1,443
 8% $1,368
 $1,146
 19% $2,922
 $2,589
 13%
Cash volume323
 298
 9% 1,435
 1,240
 16% 1,759
 1,538
 14%
Total Nominal Volume(4)
$1,877
 $1,741
 8% $2,803
 $2,385
 18% $4,680
 $4,127
 13%
 U.S. Rest of World Visa Inc.
 
9 Months
Ended
March 31,
2013 (2)
 
9 Months
Ended
March 31,
2012 (2)
 
%
Change
 
9 Months
Ended
March 31,
2013 (2)
 
9 Months
Ended
March 31,
2012 (2)
 
%
Change
 
9 Months
Ended
March 31,
2013 (2)
 
9 Months
Ended
March 31,
2012 (2)
 
%
Change
 (in billions, except percentages)
Nominal Payments Volume                 
Consumer credit$580
 $523
 11 % $1,116
 $1,024
 9% $1,696
 $1,547
 10%
Consumer debit(3)
771
 801
 (4)% 291
 248
 17% 1,062
 1,049
 1%
Commercial and other(3)
244
 229
 7 % 104
 96
 8% 349
 325
 7%
Total Nominal Payments Volume$1,595
 $1,554
 3 % $1,511
 $1,368
 10% $3,106
 $2,922
 6%
Cash volume327
 323
 1 % 1,548
 1,435
 8% 1,876
 1,759
 7%
Total Nominal Volume(4)
$1,923
 $1,877
 2 % $3,059
 $2,803
 9% $4,982
 $4,680
 6%
(1) 
Figures in the table may not sumrecalculate exactly due to rounding. Percentage changechanges are calculated based on whole numbers, not the rounded numbers.numbers presented.

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(2) 
Service revenues in a given quarter are assessed based on payments volume in the prior quarter. Therefore, service revenues reported for the three and nine months ended June 30, 20122013 and 20112012, were based on payments volume reported by our financial institution clients for the three and nine months ended March 31, 20122013 and 20112012, respectively.
(3) 
Includes prepaid volume.
(4) 
Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal payments volume is the total monetary value of transactions for goods and services that are purchased. Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks. Total nominal volume is provided by our financial institution clients, subject to verificationreview by Visa. From time to time, previously submittedpresented volume information may be updated. Prior year volume information presented in these tables has not been updated, as subsequent adjustments were not material.
The table below provides the number of transactions processed by our VisaNet system and billable

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transactions processed by CyberSource’s network during the periods presented.
network.(1)
Three months ended June 30, Nine months ended June 30,Three Months Ended June 30, Nine Months Ended June 30,
2012 2011 
%
Change(1)
 2012 2011 
%
Change(1)
2013 2012 
%
Change
 2013 2012 
%
Change
(in millions, except percentages)
Visa processed transactions(2)
13,113
 13,038
 1% 39,751
 37,659
 6%14,972
 13,113
 14% 42,981
 39,751
 8%
CyberSource billable transactions(3)
1,303
 1,045
 25% 3,819
 3,050
 25%1,648
 1,303
 27% 4,836
 3,819
 27%
(1) 
Figures in the table may not recalculate exactly due to rounding. Percentage changechanges are calculated based on whole numbers, not the rounded numbers.numbers presented.
(2) 
Represents transactions involving Visa, Visa Electron, Interlink and PLUS cards processed on Visa’sVisa'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.
Results of Operations
OperatingRevenues
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.
Three Months Ended
June 30,		 2012 vs. 2011 Nine Months Ended
June 30,		 2012 vs. 2011Three Months Ended
June 30,		 2013 vs. 2012 Nine Months Ended
June 30,		 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.$1,449
 $1,303
 $146
 11% $4,199
 $3,825
 $374
 10%$1,632
 $1,449
 $183
 13 % $4,756
 $4,199
 $557
 13 %
Rest of world1,058
 966
 92
 10% 3,323
 2,826
 497
 18%1,314
 1,058
 256
 24 % 3,883
 3,323
 560
 17 %
Visa Europe58
 53
 5
 9% 168
 154
 14
 9%55
 58
 (3) (5)% 166
 168
 (2) (2)%
Total Operating Revenues$2,565
 $2,322
 $243
 10% $7,690
 $6,805
 $885
 13%
Total operating revenues$3,001
 $2,565

$436
 17 % $8,805
 $7,690
 $1,115
 14 %
(1) 
Figures in the table may not recalculate exactly due to rounding. Percentage changechanges are calculated based on whole numbers, not the rounded numbers.numbers presented.
The increase in operating revenues primarilymainly reflects continued growth in our underlying business drivers: nominal payments volume; processed transactions; and cross-border payments volume. These benefits wereOperating revenue growth for the nine-month comparable period also benefited from pricing modifications implemented beginning in the third quarter of fiscal 2012, 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 ReformDodd-Frank Act. We now expect our percentage growth in operating revenue to grow in the low double-digitsrevenues for the full 20122013 fiscal year.year to be around 13%.

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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 resultsthe year-over-year growth for the three or nine months ended June 30, 20122013 compared to prior year, as the effect of exchange rate movements was substantially mitigated through our hedging program. We expect the impacts of our hedging program to continue to minimize the effect of exchange rate movements during the remainder of fiscal 2013.
The following table sets forth the components of our total operating revenues.

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Three Months Ended
June 30,		 2012 vs. 2011 Nine Months Ended
June 30,		 2012 vs. 2011Three Months Ended
June 30,		 2013 vs. 2012 Nine Months Ended
June 30,		 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)
Service revenues$1,216
 $1,055
 $161
 15% $3,608
 $3,156
 $452
 14%$1,298
 $1,216
 $82
 7 % $3,967
 $3,608
 $359
 10%
Data processing revenues1,040
 886
 154
 17% 2,913
 2,553
 360
 14%1,191
 1,040
 151
 15 % 3,456
 2,913
 543
 19%
International transaction revenues748
 662
 86
 13% 2,229
 1,916
 313
 16%854
 748
 106
 14 % 2,490
 2,229
 261
 12%
Other revenues175
 167
 8
 7% 532
 484
 48
 10%179
 175
 4
 1 % 533
 532
 1
 —%
Client incentives(614) (448) (166) 37% (1,592) (1,304) (288) 22%(521) (614) 93
 (15)% (1,641) (1,592) (49) 3%
Total Operating Revenues$2,565
 $2,322
 $243
 10% $7,690
 $6,805
 $885
 13%
Total operating revenues$3,001
 $2,565
 $436
 17 % $8,805
 $7,690
 $1,115
 14%
(1) 
Figures in the table may not recalculate exactly due to rounding. Percentage changechanges are calculated based on whole numbers, not the rounded numbers.numbers presented.
Service revenues increased during the three- and nine-month comparable periods primarily due to 11%7% and 13%6% growth in nominal payments volume, duringrespectively; however, thethree and nine month comparable periods, respectively. The growth in service revenues was greater than the growth in nominal payments volume primarily reflecting differencesfor the nine-month comparable period. This reflects a shift in geography-specific pricing strategies.the mix of our payments volume, most notably a significant decline in volume related to Interlink, which is a debit product that does not generate any service revenues.
Data processing revenues increased primarilydue to overall growth in processed transactions of 14% and 8% during the three- and nine-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. debit transactions, excluding Interlink. Processed transaction growth from Interlink increased 25% during the three-month comparable period and decreased 24% during the nine-month comparable period. The decrease reflects 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.
Data processing revenues for the nine-month comparable period also benefited from the implementation of our strategy designed to mitigate, to some extent, the negative impacts from the ReformDodd-Frank Act to some extent through pricing modifications and workingcollaborating with our clients and other business partners to win merchant preference to route transactions over our network. While data processing fees forand acquirer routing preference. This price restructuring became effective in the third quarter of fiscal 2012 benefited from the price restructuring that became effective in the quarter, increased merchant and acquirer incentives executed as part of this strategy resulted in a partially offsetting increase in client incentives. This price restructuring associated with data processing revenue included the implementation of the Fixed Acquirer Network Fee, which was partially offset by reductions in certain variable fees.
Data While data processing revenues alsofees benefited from the overall growthprice restructuring, increased merchant and acquirer incentives executed as part of this strategy resulted in processed transactions. Total Visa processed transaction growth of 1% and 6% during the three and nine month comparable periods, respectively, reflected the anticipated decline in U.S. debit processed transactions in the third quarter of fiscal 2012, as a result of the Reform Act. This decline was led by Interlink payment volume, one of our lowest yielding products,higher client incentive levels, which decreased 54%. This negative impact was more thanpartially offset by solid growth in CyberSource billable transactions, Visa transactions processed outside of the U.S., U.S. credit transactions and Visa Debit, which excludes Interlink.this increase.
International transaction revenuesincreased during the three- and nine-month comparable periods, primarily reflectingdue to 11% and 10% and 19% growth in nominal cross-border payments volume, during the three and nine month comparable periods, respectively, combined with strategic pricing modifications.
Other revenues increased primarily due to an increase in licensing fees as a result of payments volume growth.respectively.
Client incentives increased reflectingdecreased during the three-month comparable period mainly due to the absence of significant one-time incentives incurred in the prior year, combined with the impact of recently executed issuer contracts, offset by an increase due to overall growth in global payments volume. Additionally, the overall increase during the nine-month comparable period reflects incentives incurred on long-term client contracts that were initiated or renewed after the third quarter of fiscal 2011, including2012. These included a number of

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significant long-term merchant and acquirer contracts executed as part of our strategy to mitigate the impact of the ReformDodd-Frank Act. Client incentives also increased as a result of certain one-time incentives incurred outside the U.S. during the third quarter of fiscal 2012 and overall growth in global payments volume.We expect incentives as a percentage of gross revenues to be in the range of 17% to 18% for the full 2012 fiscal year. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts. We expect incentives as a percentage of gross revenues to be in the range of 16% to 17% for the full
2013 fiscal year.
Operating Expenses
The following table sets forth components of our total operating expenses for the periods presented.expenses.

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Three months ended
June 30,
2012 vs. 2011 
Nine months ended
June 30,
 2012 vs. 2011
Three Months Ended
June 30,
 2013 vs. 2012 
Nine Months Ended
June 30,
 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)
Personnel$435
 $363
 $72
 20 % $1,255
 $1,071
 $184
 17 %493
 $435
 $58
 13 % 1,433
 $1,255
 $178
 14 %
Marketing252
 242
 10
 4 % 640
 602
 38
 6 %
Network and processing102
 91
 11
 13 % 303
 251
 52
 21 %117
 102
 15
 14 % 346
 303
 43
 14 %
Marketing242
 251
 (9) (3)% 602
 631
 (29) (5)%
Professional fees99
 84
 15
 17 % 251
 222
 29
 13 %103
 99
 4
 5 % 282
 251
 31
 12 %
Depreciation and amortization84
 74
 10
 14 % 244
 211
 33
 16 %101
 84
 17
 22 % 291
 244
 47
 20 %
General and administrative112
 114
 (2) (3)% 320
 319
 1
 — %108
 112
 (4) (3)% 322
 320
 2
 1 %
Litigation provision4,098
 —
 4,098
 NM
 4,098
 6
 4,092
 NM
(1) 4,098
 (4,099) NM
 3
 4,098
 (4,095) NM
Total Operating Expenses$5,172
 $977
 $4,195
 NM
 $7,073
 $2,711
 $4,362
 NM
$1,173
 $5,172
 $(3,999) (77)% $3,317
 $7,073
 $(3,756) (53)%
(1)
Figures in the table may not recalculate exactly due to rounding. Percentage changechanges are calculated based on whole numbers, not rounded numbers.
whole numbers, not the rounded numbers presented.
Personnel increased primarily due to increases in headcount throughout the organization combined with higher employee incentive-related costs in fiscal 2012. The increase in headcount reflectsreflecting our strategy to invest for future growth, particularly outside the U.S., in support ofkey product and geography-specific initiatives.
Marketing increased mainly reflecting strategies to promote our core businesses, as well as our e-commerceproducts and mobile initiatives.a number of various campaigns including the 2013 FIFA Confederation Cup and the 2014 Winter Olympics. Total marketing spend is expected to be under $1 billion for fiscal 2013.
Network and processprocessinging increased primarilymainly due to higher fees paidgreater investment in technology projects and costs incurred for the operation of our electronic payments network, including maintenance, equipment rental and other data processing services.
Marketing decreased compared to the prior year primarily due to the planned timing of our marketing spend in fiscal 2012. We anticipate an increase in spending during the fourth quarter of fiscal 2012 associated with our sponsorship of the 2012 Summer Olympics and in support of our growth strategies and new product initiatives.network.
Professional fees increased primarily reflecting greater investment in technology projectsprojects.
Depreciation and amortization increased primarily due to additional depreciation from our ongoing investments in technology assets and infrastructure to support our core business as well as our e-commerce and mobile initiatives.
▪
Depreciation and amortization increased primarily due to additional depreciation from our ongoing investments in technology assets and infrastructure to support our core business as well as our e-commerce and mobile initiatives.
▪
Litigation provision increase reflects a $4.1 billion accrual made in the current quarter related to the covered litigation. See Note 2—Retrospective Responsibility Plan and Note 10—
Litigation provision decrease reflects the absence of a $4.1 billion accrual recorded in the prior year related to the covered litigation. See Note 11—Legal Matters to our unaudited consolidated financial statements.
Other Income (Expense)
The following table sets forth the components of our other income (expense) for the periods presented.
 Three months ended
June 30,		2012 vs. 2011 Nine months ended
June 30,		 2012 vs. 2011
 2012 2011 $ Change 
% Change(1)
 2012 2011 $ Change 
% Change(1)
 (in millions, except percentages)
Interest Expense$(11) $(11) $—
 (4)% $(28) $(19) $(9) 45 %
Investment income, net12
 88
 (76) (87)% 31
 107
 (76) (71)%
Other(1) 121
 (122) NM
 (1) 120
 (121) NM
Total Other (Expense) Income$—
 $198
 $(198) NM
 $2
 $208
 $(206) (99)%
(1)
Percentage change calculated based on whole numbers, not rounded numbers.
Interest expense increased during the nine months ended June 30, 2012 compared to the prior year primarily due to the absence of a non-recurring benefit recognized upon the effective settlement of uncertainties

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surrounding the timing of certain deductions for income tax purposes during the first quarter of fiscal 2011.
Investment Income, net decreased primarily due to the absence of a pre-tax gain of $85 million recognized during the third quarter of fiscal 2011 upon the sale of our investment in Visa Vale issuer Companhia Brasileira de Soluções e Serviços, or CBSS. The decrease was partially offset by a pre-tax gain recognized upon acquiring the remaining interest in a joint venture in the third quarter of fiscal 2012.
Other non-operating income decreased due to the absence of a non-cash adjustment to the fair value of the Visa Europe put option, which is not subject to tax, recorded in the third quarter of fiscal 2011.
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. OurThe effective income tax rates were33% and 31% for the three and nine months ended June 30, 2013, respectively, and 29% and 22% for the three and nine months ended June 30, 2012, respectively, and 35% and 36% for the three and nine months ended June 30, 2011, respectively. The effective tax rates for the three and nine months ended June 30, 20122013 differ from the effective tax rates in the same periods in fiscal 2011 primarily2012 mainly due to:
certain foreign tax credit benefits related to prior years recognized in the effective tax rates for the three and nine months ended June 30, 2012 included:second quarter of fiscal 2013;
▪the tax benefit and the offsetting tax reserve associated with the covered litigation provision recorded in the third quarter of fiscal 2012;
▪a one-time foreign tax credit carryover benefit recognized in the third quarter of fiscal 2012 in conjunction with changes in the geographic mix of our global income; and
▪the state tax reduction attributable to the changes in California tax apportionment rules adopted in the second quarter of fiscal 2012;
a $76 million tax benefit recognized in the effectivefirst quarter of fiscal 2013, as a result of new guidance issued by the state of California regarding apportionment rules for years prior to fiscal 2012; and
the absence of:
the tax rate forbenefit and the nine months ended June 30, 2012 included offsetting tax reserve associated with the covered litigation provision recorded in the third quarter of fiscal 2012;

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a one-time foreign tax credit carryover benefit recognized in the third quarter of fiscal 2012; and
a one-time, non-cash benefit of $208 million from the remeasurement of existing net deferred tax liabilities in the second quarter of fiscal 2012, as a result of the California state apportionment rule changes adopted in that same quarter. The remeasurement of deferred taxes primarily consisted of the remeasurement of deferred tax liabilities associated with $11 billion of indefinite-lived intangible assets previously recorded to reflect our reorganization in 2007;

the effective tax rates for the three and nine months ended June 30, 2012 reflected the absence of the following items that occurred in the third quarter of fiscal 2011:
▪the nontaxable revaluation of the Visa Europe put option; and
▪the additional foreign tax on the sale of our investment in Companhia Brasileira de Soluções e Serviços.
The following table presents our adjusted effective income tax rates for the three and nine months ended June 30, 2012, which excludesExcluding the impact of the covered litigation provision of $4.1 billion recorded in the third quarter of fiscal 2012, and the one-time, non-cash benefit of $208 million resulting from the remeasurement of ourexisting net deferred tax liabilities in the second quarter of fiscal 2012. We believe2012, our effective tax rates for the presentation ofthree and nine months ended June 30, 2012 would have been 29% and 33%, respectively.
For the full year, we anticipate that our adjustedannual effective income tax rates provides a clearer understanding of our operating performance for these periods. We believe the covered litigation provisionrate will be between 30% and the one-time non-cash adjustment to remeasure our deferred taxes recorded in our effective income tax rates are not indicative of our financial performance in the current or future periods.32%.
 
Three Months Ended June 30, 2012 (1)
  
Nine Months Ended June 30, 2012 (1)
As reported29.5 %  22.4%
Litigation provision(0.3)%  6.1%
Remeasurement of deferred tax liabilities—
  4.4%
Adjusted29.2 %  32.9%
(1)
Effective income tax rate calculated based on whole numbers, not rounded numbers.
During the three and nine months ended June 30, 2012,2013, our gross unrecognized tax benefits increased by $19510 million and $246231 million, respectively, all$8 million and $179 million of which, respectively, would affect thefavorably impact our effective income tax rate if recognized. The increase in gross unrecognized tax benefits is primarily due to the unrecognized tax benefit associated with the covered litigation provisionchanges in the current period,

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partially offset by the decrease attributablejudgments and estimates related to the effective settlement of various tax examination issues. During the three and nine months ended June 30, 2012, we accrued $1 million and $15 million of interest, respectively, and no penalties related to uncertain tax positions.

On May 23, 2012, the IRS issued a Notice of Proposed Adjustment to our fiscal 2008 U.S. federal income tax return which would disallow the deduction or otherwise eliminate the tax benefit associated with the settlement of the American Express litigation for that fiscal year. On July 16, 2012, the IRS issued a Revenue Agent's Report to us regarding the same.We disagree with the IRS' position and are preparing to appeal the proposed adjustment. We estimate that we would owe approximately $396 million in additional federal and state income tax, excluding interest and penalties, if any, related to fiscal 2008 if the IRS' position is sustained. Based on our assessment of the IRS' position outlined in this Notice of Proposed Adjustment, no changes have been made to any of our tax estimates under U.S. GAAP relating to this deduction or any similar deductions for covered litigation in subsequent fiscal years.
For the full year, we anticipate that our annual adjusted effective income tax rate will be between 33% and 34%.positions across several jurisdictions.
Liquidity and Capital Resources
Cash Flow Data
The following table summarizes our cash flow activity for the periods presented.
Nine Months Ended
June 30,		Nine Months Ended
June 30,
2012 20112013 2012
(in millions)(in millions)
Total cash provided by (used in):      
Operating activities$3,640
 $3,004
$977
 $3,640
Investing activities(1,943) (425)(1,354) (1,943)
Financing activities(2,262) (2,854)(244) (2,262)
Effect of exchange rate changes on cash and cash equivalents(4) 8
—
 (4)
Decrease in cash and cash equivalents$(569) $(267)$(621) $(569)
Operating activities.Cash provided by operating activities forduring the nine months ended June 30, 20122013 was, reflects payments from the litigation escrow account totaling $3.6 billion. This amount was higher than income provided by operations, primarily due to the provision related to covered litigation of $4.14.4 billion and related tax benefits recorded in connection with the third quarter of fiscal 2012.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 10—2—Retrospective Responsibility Plan and Note 11—Legal Matters to our unaudited consolidated financial statements. Both periods also contain other significant operational payments including thoseThe current tax deduction related to client incentives, settlement transactions and our annual incentive compensationthese payments which were broadly consistent yearcontributed to the $1.1 billion decline in overall income taxes paid for the comparable year-over-year period. Absent the above impacts, cash provided by operating activities would have totaled $4.3 billion, an increase over year. Although the new U.S. debit regulations moderated the pace of ourprior-year period. This increase reflects continued growth in operating cash in fiscal 2012, we believe that cash flow generated from operating activities will be more than sufficient to meet our ongoing operational needs.net income.
Investing activities.Cash used in investing activities was higherlower compared to the prior year, primarily reflecting neta decrease in purchases of available-for-sale investment securities, combined with greater proceeds received from maturities and sales of available-for-sale investment securities.
$1.7 billionFinancing activities. and purchases of intangible assets of $35 millionCash used in financing activities during the nine months ended June 30, 20122013. Cash used in investing activities during the nine months ended June 30, 2011 primarily, reflects the acquisition of PlaySpan and Fundamo for $268 million, net of $22 million in cash received, and purchases of property, equipment and technology. This use of cash was partially$4.1 billion to repurchase class A common stock in the open market, combined with dividend payments of $653 million, offset by gross proceedsthe funding of $103 millionpayments from the sale of our 10 percent investmentlitigation escrow account totaling $4.4 billion in CBSSconnection with the covered litigation. Activity in January 2011.
Cash used in financing activities primarily reflectsthe prior year mainly reflected a deposit of approximately $1.57 billion into the litigation escrow account $totaling $1.6 billion, $536 million in repurchases of our class A common stock in the open market and dividend payments of $448 million. Comparatively, in the prior year, we repurchased $1.6 billion
Sources of our class A common stock in the open market, deposited $1.2 billion into the litigation escrow account, and paid quarterly dividends of $320 million.
Liquidity
Our primary sources of liquidity are cash on hand, cash flow from our operations, anour investment portfolio and

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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

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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 wastotaled $3.0 billion and $2.14.3 billion at June 30, 20122013 and September 30, 2011, respectively.. If it were necessary to repatriate these funds are needed for our operationsuse in the U.S.,United States, we would be required to accrue and pay U.S. income taxes to repatriateon most of 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 the new program at June 30, 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. This 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 new credit facility contains covenants and events of default customary for facilities of this type. There were no borrowings under the new credit facility and we were in compliance with all related covenants at June 30, 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.
Uses of Liquidity
There has been no significant change to our primary uses of liquidity since September 30, 20112012, except as discussed below. Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.

Reduction in as-converted shares. During the first nineMDL impact on free cash flow. months of fiscalOn December 10, 2012,, we used $2.1paid approximately $4.0 billionof operating cash on hand to reduce total as-converted class A common stock by 20.2 million shares. Of the $2.1 billion, $536 million was used to repurchase class A common stock in the open market. In addition, we deposited $1.57 billionof operating cash into from the litigation escrow account previouslyinto a settlement fund established under the retrospective responsibility plan. This deposit has the same economic effect on earnings per share as repurchasing our class A common stock because it reduces the as-converted class B common stock share count. The deposit reduced funds previously allocatedpursuant to the amended July 2011 share repurchase program, which haddefinitive MDL class settlement agreement. Under the settlement agreement, if class members opt out of the damages portion of the class settlement, defendants are entitled to receive takedown payments of no remaining authorized funds asmore than 25% of June 30, 2012. Subsequent to the fiscal third quarter end, on July 24, 2012, we deposited an additional $150 millionoriginal cash payments made into the litigation escrow account.settlement fund, based on the percentage of payment card sales volume for a defined period attributable to merchants who opted out. See Note 2—Retrospective Responsibility Plan and Note 6—Stockholders' Equity11—Legal Matters to our unaudited consolidated financial statements. Upon final court approval of the settlement agreement, the Visa takedown payment, not to exceed $1.0 billion, will have the effect of reducing our current tax deduction for the $4.0 billion payment originally made into the settlement fund. The effective reduction in our current tax deduction will increase our deferred tax asset and decrease our income tax receivable, which will have a negative impact on our free cash flow in the year the final court approval is rendered. See Note 10—Income Taxes to our unaudited consolidated financial statements. We continue to expect annual free cash flow to be about $6 billion for fiscal 2013.
In Reduction in as-converted class A common stock.February 2012 During the three and nine months ended June 30, 2013, we announced arepurchased $5006 million and 26 million shares, respectively, of our class A common stock using $1.0 billion and $4.1 billion, respectively, of cash on hand. At June 30, 2013, we had $61 million of remaining funds available for share repurchaserepurchases under the current 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 theOur board of directors. At June 30, 2012, the share repurchase program had remainingdirectors authorized funds of $39 million. See Note 6—Stockholders' Equityto our unaudited consolidated financial statements.
In July 2012, we announced a new $11.5 billion share repurchase program authorized by the board of directors. The authorization willto be in effect through July 17, 2013, and the terms of the program are subject to change at the discretion of the board of directors.2014. See Note 6—7—Stockholders' Equity to our unaudited consolidated financial statements.
Dividends. During the nine months ended June 30, 20122013, we paid $448653 million in dividends. On July 17, 201216, 2013, our board of directors declared a dividend in the amount of $0.220.33 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 September 4, 20122013, to all holders of record as of August 16, 2013. See Note 6—7—Stockholders' Equity to our unaudited consolidated financial statements. We expect to continue paying quarterly dividends in cash, subject to approval by the board of directors.Class B and class C common stock will share ratably on an as-converted basis in such future dividends.

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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 June 30, 20122013, 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 June 30, 20122013, 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.
Fair Value Measurements—Financial Instruments
As of June 30, 20122013, our financial instruments measured at fair value on a recurring basis included $8.85.8 billion of assets and $172151 million of liabilities, of whichliabilities. Of these instruments, $175152 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 eitherinputs, with the Visa Europe put option liability constituting

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non-binding market consensus prices or the non-binding broker quotes. At June 30, 2012, debt instruments in this category included auction rate securities.amount. See Note 3—Fair Value Measurements and Investments to our unaudited consolidated financial statements.

ITEM 3.Quantitative and Qualitative Disclosures about Market Risk
There have been no significant changes to our market risks during the nine months ended June 30, 20122013, compared to September 30, 20112012.

ITEM 4.Controls and Procedures
Disclosure controls and procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the disclosure controls and procedures (as defined in 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.
Changes in internal control over financial reporting. There has been no change in the internal control over financial reporting of Visa Inc. that occurred during the fiscal period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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PART II. OTHER INFORMATION
 
ITEM 1.Legal Proceedings.
Refer to Note 10—11—Legal Matters to the unaudited consolidated financial statements included in this Form 10-Q for a description of the Company’s current material legal proceedings.
 
ITEM 1A.Risk Factors.
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, 20112012, filed with the SEC on November 18, 201115, 2012.

ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds.
ISSUER PURCHASES OF EQUITY SECURITIES
The table below sets forth the information with respect to purchases of the Company’s common stock made by or on behalf of the Company during the quarter ended June 30, 20122013.
Period
(a)
Total
Number of
Shares
Purchased(1)
 
(b)
Average
Price Paid
per Share
 
(c)
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs(2)
 
(d)
Approximate
Dollar Value
of Shares that
May Yet Be Purchased
Under the Plans or
Programs(2)
April 1-30, 2012—
 $—
 —
 $500,000,000
May 1-31, 20122,784,758
 $116.40
 2,777,933
 $176,585,277
June 1-30, 20121,210,382
 $113.47
 1,210,382
 $39,218,694
Total3,995,140
 $115.51
 3,988,315
  
Period
(a)
Total
Number of
Shares
Purchased (1)
 
(b)
Average
Price Paid
per Share
 
(c)
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs (2)
 
(d)
Approximate
Dollar Value
of Shares that
May Yet Be Purchased
Under the Plans or
Programs (2)
April 1-30, 2013825,429
 $162.71
 825,429
 $907,840,727
May 1-31, 20131,767,608
 $179.93
 1,758,753
 $591,372,019
June 1-30, 20132,966,303
 $178.77
 2,966,303
 $61,028,535
Total5,559,340
 $176.75
 5,550,485
  
(1) 
Includes 6,8258,855 shares of class A common stock withheld at an average price of $115.59$181.73 per share (per the terms of grants under the Company's equity incentive compensation plan)our 2007 Equity Incentive Compensation Plan) to offset tax withholding obligations that occur upon vesting and release of restricted shares.
(2) 
During the three months ended June 30, 2012, the Company repurchased 4 million shares of its class A common stock at an average price of $115.51 per share for a total cost of $461 million under the February 2012 share repurchase program previously authorized by the board of directors. The figures in the table reflect transactions according to the trade dates. For purposes of the Company's consolidated financial statements included in this Form 10-Q, the impact of these repurchases is recorded according to the settlement dates. In July 2013, the Company's board of directors authorized an additional $1.5 billion share repurchase program to be in effect through July 2014.

ITEM 3.Defaults Upon Senior Securities.
None.

ITEM 4.Mine Safety Disclosures.
Not applicable.

ITEM 5.Other Information.
None.


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ITEM 6.Exhibits.

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The list of exhibits required to be filed as exhibits to this report is listed underin the “Exhibit Index,” which is incorporated herein by reference.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  VISA INC.
     
Date:July 27, 201224, 2013By: /s/    JosephCharles W. SaundersScharf
  Name: JosephCharles W. SaundersScharf
  Title: 
Chief Executive Officer
(Principal Executive Officer)
     
Date:July 27, 201224, 2013By: /s/    Byron H. Pollitt
  Name: Byron H. Pollitt
  Title: 
Chief Financial Officer
(Principal Accounting Officer)

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EXHIBIT INDEX
 
Exhibit
Number
Description of Documents
10.1Visa Inc. 2007 Equity Incentive Compensation Plan, as Amended and Restated (incorporated by reference to Exhibit 10.1 to the Periodic Report on Form 8-K filed by Visa Inc. on January 31, 2012)
31.1*Certification of Joseph W. Saunders, Chief Executive Officer and Chairman of the Board of Directors, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification of Byron H. Pollitt, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*Certification of Joseph W. Saunders, Chief Executive Officer and Chairman of the Board of Directors, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*Certification of Byron H. Pollitt, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*+The following materials from the Visa Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on July 27, 2012, formatted in Extensible Business Reporting Language (XBRL):
(i)     Consolidated Balance Sheets,
(ii)    Consolidated Statements of Operations,
(iii)   Consolidated Statements of Comprehensive Income,
(iv)   Consolidated Statement of Changes in Equity,
(v)    Consolidated Statements of Cash Flows and
(vi)   related notes.
   Incorporated by Reference
Exhibit
Number
 Description of DocumentsSchedule/ Form File Number Exhibit Filing Date
          
          
          
10.1 Confirmation Letter by John M. Partridge, dated March 29, 20138-K 001-33977 10.1 4/1/2013
          
10.2 Offer Letter dated May 20, 2013, between Visa Inc. and Ryan McInerney8-K 001-33977 99.2 5/23/2013
          
31.1* Certification of Charles W. Scharf, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002       
          
31.2* Certification of Byron H. Pollitt, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002       
          
32.1* Certification of Charles W. Scharf, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       
          
32.2* Certification of Byron H. Pollitt, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       
          
101.INS* XBRL Instance Document       
          
101.SCH* XBRL Taxonomy Extension Schema Document       
          
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document       
          
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document       
          
101.LAB* XBRL Taxonomy Extension Label Linkbase Document       
          
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document       
 
*Filed or furnished herewith.
+XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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