Document and Entity Information

6 Months Ended

Mar. 31, 2012

Apr. 27, 2012

Class A

Apr. 27, 2012

Class B

Apr. 27, 2012

Class C

Entity Registrant Name

VISA INC.

Entity Central Index Key

0001403161

Current Fiscal Year End Date

--09-30

Entity Filer Category

Large Accelerated Filer

Document Type

10-Q

Document Period End Date

Mar. 31, 2012

Document Fiscal Year Focus

2012

Document Fiscal Period Focus

Q2

Amendment Flag

false

Entity Common Stock, Shares Outstanding

527,991,092

245,513,385

40,473,739

CONSOLIDATED BALANCE SHEETS (USD $)

In Millions, unless otherwise specified

Mar. 31, 2012

Sep. 30, 2011

Assets

Cash and cash equivalents

$ 2,042

$ 2,127

Restricted cash-litigation escrow (Note 2)

4,282

2,857

Investment securities

Trading

66

57

Available-for-sale

849

1,214

Settlement receivable

508

412

Accounts receivable

655

560

Customer collateral (Note 5)

898

931

Current portion of client incentives

233

278

Deferred tax assets

430

489

Prepaid expenses and other current assets

332

265

Total current assets

10,295

9,190

Investment securities, available-for-sale

1,696

711

Client incentives

98

85

Property, equipment and technology, net

1,540

1,541

Other assets

112

129

Intangible assets, net

11,437

11,436

Goodwill

11,668

Total assets

36,846

34,760

Liabilities

Accounts payable

75

169

Settlement payable

702

449

Customer collateral (Note 5)

898

931

Accrued compensation and benefits

332

387

Client incentives

750

528

Accrued liabilities

544

562

Accrued litigation (Note 11)

286

425

Total current liabilities

3,587

3,451

Deferred tax liabilities

3,941

4,205

Other liabilities (Note 6)

797

667

Total liabilities

8,325

8,323

Equity

Preferred stock, $0.0001 par value, 25 shares authorized and none issued

Additional paid-in capital

20,009

19,907

Accumulated income

8,688

6,706

Accumulated other comprehensive income (loss), net

Investment securities, available-for-sale

5

Defined benefit pension and other postretirement plans

(194)

(186)

Derivative instruments classified as cash flow hedges

17

18

Foreign currency translation adjustments

(4)

(8)

Total accumulated other comprehensive loss, net

(176)

Total equity

28,521

26,437

Total liabilities and equity

36,846

34,760

Common Class A [Member]

Equity

Common stock

Common Class B [Member]

Equity

Common stock

Common Class C [Member]

Equity

Common stock

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)

In Millions, except Per Share data, unless otherwise specified

Mar. 31, 2012

Sep. 30, 2011

Preferred Stock

Preferred stock, par value

$ 0.0001

Preferred stock, shares authorized

25

Preferred stock, shares issued

0

Class A

Common stock, par value

$ 0.0001

Common stock, shares authorized

2,001,622

Common stock, shares issued

528

520

Common stock, shares outstanding

528

520

Class B

Common stock, par value

$ 0.0001

Common stock, shares authorized

622

Common stock, shares issued

245

Common stock, shares outstanding

245

Class C

Common stock, par value

$ 0.0001

Common stock, shares authorized

1,097

Common stock, shares issued

41

47

Common stock, shares outstanding

41

47

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

6 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Mar. 31, 2012

Mar. 31, 2011

Operating Revenues

Service revenues

$ 1,241

$ 1,093

$ 2,392

$ 2,101

Data processing revenues

922

823

1,873

1,667

International transaction revenues

733

624

1,481

1,254

Other revenues

179

156

357

317

Client incentives

(497)

(451)

(978)

(856)

Total operating revenues

2,578

2,245

5,125

4,483

Operating Expenses

Personnel

431

351

820

708

Network and processing

103

80

201

160

Marketing

170

183

360

380

Professional fees

82

77

152

138

Depreciation and amortization

80

70

160

137

General and administrative

106

95

208

205

Litigation provision (Note 11)

6

Total operating expenses

972

862

1,901

1,734

Operating income

1,606

1,383

3,224

2,749

Other Income (Expense)

Interest expense

(7)

(12)

(17)

(8)

Investment income, net

9

19

Other

1

(3)

(1)

Total other income (expense)

3

(6)

2

10

Income before income taxes

1,609

1,377

3,226

2,759

Income tax provision

317

497

907

995

Net income including non-controlling interest

1,292

880

2,319

1,764

Loss attributable to non-controlling interest

1

2

1

Net income attributable to Visa Inc.

1,292

881

2,321

1,765

Class A common stock

Other Income (Expense)

Net income attributable to Visa Inc.

1,006

625

1,780

1,234

Earnings Per Share

Basic earnings per share (Note 8)

$ 1.92

$ 1.24 ¹

$ 3.41 ¹

$ 2.47 ¹

Basic weighted-average shares outstanding (Note 8)

524

505

522

499

Diluted earnings per share (Note 8)

$ 1.91

$ 1.23

$ 3.40

$ 2.46

Diluted weighted-average shares outstanding (Note 8)

676

714 ²

683 ²

717 ²

Class B common stock

Other Income (Expense)

Net income attributable to Visa Inc.

200

155 ³

382 ³

310 ³

Earnings Per Share

Basic earnings per share (Note 8)

$ 0.82

$ 0.63 ¹

$ 1.56 ¹

$ 1.26 ¹

Basic weighted-average shares outstanding (Note 8)

245

Diluted earnings per share (Note 8)

$ 0.81

$ 0.63

$ 1.55

$ 1.26

Diluted weighted-average shares outstanding (Note 8)

245

Class C common stock

Other Income (Expense)

Net income attributable to Visa Inc.

$ 81

$ 98

$ 151

$ 215

Earnings Per Share

Basic earnings per share (Note 8)

$ 1.92

$ 1.24 ¹

$ 3.41 ¹

$ 2.47 ¹

Basic weighted-average shares outstanding (Note 8)

42

80

44

87

Diluted earnings per share (Note 8)

$ 1.91

$ 1.23

$ 3.40

$ 2.46

Diluted weighted-average shares outstanding (Note 8)

42

80

44

87

[1] Earnings per share calculated based on whole numbers, not rounded numbers.

[2] The computation of weighted-average dilutive shares outstanding included the effect of 3 million and 2 million dilutive shares of outstanding stock awards for the three and six months ended March 31, 2012 and March 31, 2011, respectively. The computation of weighted-average dilutive shares outstanding excluded stock options to purchase less than 1 million shares of common stock for the three and six months ended March 31, 2012 and 2 million for the three and six months ended March 31, 2011 because their effect would have been anti-dilutive.

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)

In Millions, unless otherwise specified

3 Months Ended

6 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Mar. 31, 2012

Mar. 31, 2011

Net income including non-controlling interest

$ 1,292

$ 880

$ 2,319

$ 1,764

Investment securities, available-for-sale

Net unrealized gain (loss)

6

(1)

7

(3)

Income tax effect

(2)

1

Defined benefit pension and other postretirement plans

(13)

(8)

2

Income tax effect

2

(1)

Derivative instruments classified as cash flow hedges

Net unrealized loss

(5)

(9)

(12)

(23)

Income tax effect

5

3

6

5

Reclassification adjustment for net (income) loss realized in net income including non-controlling interest

(2)

15

4

27

Income tax effect

1

(3)

1

(7)

Foreign currency translation adjustments

4

6

4

11

Other comprehensive (loss) income, net of tax

(4)

11

12

Comprehensive income including non-controlling interest

1,288

891

2,319

1,776

Comprehensive loss attributable to non-controlling interest

1

2

1

Comprehensive income attributable to Visa Inc.

$ 1,288

$ 892

$ 2,321

$ 1,777

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $)

In Millions, except Share data, unless otherwise specified

Total

USD ($)

Class A

Maximum [Member]

Class B

Class C

Additional Paid In Capital

USD ($)

Accumulated Income

USD ($)

Accumulated Other Comprehensive Loss

USD ($)

Non-controlling Interests

USD ($)

Beginning Balance at Sep. 30, 2011

$ 26,437

$ 19,907

$ 6,706

$ (176)

Beginning Balance (in shares) at Sep. 30, 2011

520,000,000

245,000,000

47,000,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income attributable to Visa Inc.

2,321

Loss attributable to non-controlling interest

(2)

Other comprehensive income, net of tax

Comprehensive income including non-controlling interest

2,319

Issuance of restricted share awards

1,000,000

Conversion of class C common stock upon sale into public market (Note 7)

6,000,000

(6,000,000)

Share-based compensation

76

Excess tax benefit for share-based compensation

27

Cash proceeds from exercise of stock options (in shares)

2,000,000

Cash proceeds from exercise of stock options

77

Restricted stock instruments settled in cash for taxes¹

(39)

Cash dividends declared and paid, at a quarterly amount of $0.22 per as-converted share (Note 7)

(300)

Repurchase of class A common stock (Note 7) (in shares)

(1,000,000)

Repurchase of class A common stock (Note 7)

(75)

(36)

(39)

Purchase of non-controlling interest in joint venture

1

(3)

(2)

Restricted stock instruments settled in cash for taxes shares

1,000,000

Ending Balance at Mar. 31, 2012

$ 28,521

$ 20,009

$ 8,688

$ (176)

Ending Balance (in shares) at Mar. 31, 2012

528,000,000

245,000,000

41,000,000

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical)

6 Months Ended

Mar. 31, 2012

Statement of Stockholders' Equity [Abstract]

Cash dividends declared and paid, quarterly, per as-converted share

$ 0.22

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)

In Millions, unless otherwise specified

6 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Operating Activities

Net income including non-controlling interest

$ 2,319

$ 1,764

Adjustments to reconcile net income including non-controlling interest to net cash provided by (used in) operating activities:

Amortization of client incentives

978

856

Share-based compensation

76

90

Excess tax benefit for share-based compensation

(27)

(8)

Depreciation and amortization of intangible assets and property, equipment and technology

160

137

Deferred income taxes

(200)

129

Other

(36)

(11)

Change in operating assets and liabilities:

Trading securities

(9)

(6)

Settlement receivable

(96)

11

Accounts receivable

(95)

(62)

Client incentives

(724)

(734)

Other assets

(23)

(188)

Accounts payable

(94)

(51)

Settlement payable

253

(88)

Accrued compensation and benefits

(55)

(90)

Accrued and other liabilities

96

(10)

Accrued litigation

(140)

(130)

Net cash provided by operating activities

2,383

1,609

Investing Activities

Purchases of property, equipment and technology

(127)

(147)

Proceeds from disposal of property, equipment and technology

2

Purchases of intangible assets

(35)

Investment securities, available-for-sale:

Purchases

(2,140)

Proceeds from sales and maturities

1,530

10

Purchases of/contributions to other investments

(3)

Proceeds/distributions from other investments

3

103

Acquisition, net of cash received of $18

(162)

Net cash used in investing activities

(770)

(196)

Financing Activities

Repurchase of class A common stock (Note 7)

(75)

(536)

Dividends paid (Note 7)

(300)

(215)

Deposits into litigation escrow account-retrospective responsibility plan (Note 7)

(1,565)

(1,200)

Payment from litigation escrow account-retrospective responsibility plan (Note 2)

140

Cash proceeds from exercise of stock options

77

39

Excess tax benefit for share-based compensation

27

8

Principal payments on debt

(7)

Principal payments on capital lease obligations

(6)

(8)

Net cash used in financing activities

(1,702)

(1,779)

Effect of exchange rate changes on cash and cash equivalents

4

11

Decrease in cash and cash equivalents

(85)

(355)

Cash and cash equivalents at beginning of year

2,127

3,867

Cash and cash equivalents at end of period

2,042

3,512

Supplemental Disclosure of Cash Flow Information

Income taxes paid, net of refunds

1,071

1,015

Amounts included in accounts payable and accrued and other liabilities related to purchases of intangible assets and property, equipment and technology

52

20

Interest payments on debt

$ 2

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $)

In Millions, unless otherwise specified

6 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Statement of Cash Flows [Abstract]

Acquisition, cash received

$ 0

$ 18

Summary of Significant Accounting Policies

Note 1—Summary of Significant Accounting Policies

Organization. Visa Inc. (“Visa” or the “Company”) is a global payments technology company that connects consumers, businesses, banks and governments around the world, enabling them to use digital currency instead of cash and checks. 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 the world’s largest retail electronic payments network. 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 does not issue cards, set 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.

Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa Inc. and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company consolidates its majority-owned and controlled entities, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. The Company’s 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.

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

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

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

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

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

Recently issued accounting pronouncements. In June 2011, the FASB issued ASU 2011-05, which impacts the presentation of comprehensive income. The guidance requires components of other comprehensive income to be presented with net income to arrive at total comprehensive income. This ASU impacts presentation only and does not impact the underlying components of other comprehensive income or net income. In December 2011, the FASB issued 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 are effective October 1, 2012. Adoption is not expected to have a material impact on the consolidated financial statements.

Retrospective Responsibility Plan

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, covered litigation are paid. See Note 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. See Note 7—Stockholders' Equity.

The following table sets forth the changes in the escrow account during the six months ended March 31, 2012.



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

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

Fair Value Measurements

Note 3—Fair Value Measurements

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



	Fair Value Measurements Using Inputs Considered as
	Level 1				Level 2				Level 3
	March 31, 2012		September 30, 2011		March 31, 2012		September 30, 2011		March 31, 2012		September 30, 2011
	(in millions)
Assets
Cash equivalents and restricted cash
Money market funds and time deposits	$	5,653	$	4,225
U.S. government-sponsored debt securities					$	—	$	175
Investment securities
U.S. government-sponsored debt securities					2,118		1,568
U.S. Treasury securities	407		350
Equity securities	79		57
Auction rate securities									$	7	$	7
Prepaid and other current assets
Foreign exchange derivative instruments					19		30
	$	6,139	$	4,632	$	2,137	$	1,773	$	7	$	7
Liabilities
Accrued liabilities
Visa Europe put option									$	145	$	145
Earn-out related to PlaySpan acquisition									26		24
Foreign exchange derivative instruments					$	6	$	7

There were no transfers between Level 1 and Level 2 assets during the first half of fiscal 2012.

Level 1 assets measured at fair value on a recurring basis. Cash equivalents (money market funds), mutual fund 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.

Level 2 assets and liabilities measured at fair value on a recurring basis. 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-sponsored debt securities is based on quoted prices in active markets for similar assets. Foreign exchange derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated with observable market data. There were no changes to the valuation techniques and related inputs used to measure fair value during the first half of fiscal 2012.

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 were no changes to the valuation techniques and related inputs used to measure fair value during the first half of fiscal 2012. The earn-out related to the PlaySpan acquisition is classified as Level 3 due to a lack of observable inputs, such as the likelihood of meeting certain future revenue targets and other milestones. There were no significant changes to the valuation techniques and related inputs used to measure fair value during the first half of fiscal 2012.

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 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 March 31, 2012 and September 30, 2011, 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 March 31, 2012, 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, there were no changes to the valuation methodology used to estimate the fair value of the put option. At March 31, 2012, the key unobservable inputs include 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. 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 March 31, 2012. 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 other income on the consolidated statements of operations.

A separate roll-forward of Level 3 investments measured at fair value on a recurring basis is not presented because activity was immaterial during the six months ended March 31, 2012 and 2011, respectively.

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 judgment. The Company applies fair value measurement to these investments when certain events or circumstances indicate that these investments may be impaired. The Company revalues the investments using various assumptions, including financial metrics and ratios of comparable public companies. There were no events or circumstances that indicated these investments became impaired during the first half of fiscal 2012 or 2011. At March 31, 2012, and September 30, 2011, these investments totaled $92 million and $100 million, respectively, and were classified as other assets on the consolidated balance sheets.

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 fair value of indefinite-lived intangible assets on a non-recurring basis for purpose of initial recognition, and testing for and recording impairment, if any. Goodwill is measured at fair value upon initial recognition, and subsequent fair value measurements are only performed if an impairment test is required. Finite-lived intangible assets primarily consist of customer relationships, reseller relationships and trade names, all of which were obtained through acquisitions.

The Company primarily uses an income approach for estimating the fair value of goodwill and indefinite-lived intangible assets, if such measurement is required. 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 in Level 3 of the fair value hierarchy. The Company completed its annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2012, and concluded that there was no impairment. No recent events or changes in circumstances indicate that impairment existed at March 31, 2012.

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 March 31, 2012, but require disclosure of their fair values: cash, accounts receivable, customer collateral, accounts payable, and settlement receivable and payable. The estimated fair value of such instruments at March 31, 2012 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 first half of fiscal 2012. The fair value of all of these instruments would be categorized as Level 2 of the fair value hierarchy, with the exception of cash, which would be categorized as Level 1.

Investments

Available-for-sale investments. The Company had $7 million in gross unrealized gains and no gross unrealized losses on available-for-sale investment securities at March 31, 2012. There were no gross unrealized gains or gross unrealized losses at September 30, 2011. For both periods presented, amortized cost approximates fair value. Long-term available-for-sale securities are scheduled to mature by October 2014.

Pension and Other Postretirement Benefits

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

Settlement Guarantee Management

Note 5—Settlement Guarantee Management

The indemnification for settlement losses that Visa provides to its customers 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 Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time. The Company requires certain customers 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 $49.9 billion at March 31, 2012, compared to $47.5 billion at September 30, 2011. Of these settlement exposure amounts, $3.4 billion at March 31, 2012, and $3.2 billion at September 30, 2011, were covered by collateral.

The Company maintained collateral as follows:



	March 31, 2012		September 30, 2011
	(in millions)
Cash equivalents	$	898	$	931
Pledged securities at market value	286		296
Letters of credit	962		902
Guarantees	1,886		1,845
Total	$	4,032	$	3,974

The total available collateral balances presented in the table above are greater than the settlement exposure covered by customer collateral due to instances in which the available collateral exceeds 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 $1 million at March 31, 2012 and September 30, 2011. These amounts are reflected in accrued liabilities on the consolidated balance sheets.

Other Liabilities

Note 6—Other Liabilities

Other long-term liabilities consisted of the following:



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

Stockholders' Equity

Note 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 March 31, 2012, are as follows:



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


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

Reduction in as-converted shares. There was no reduction in as-converted class A common stock shares during the three months ended March 31, 2012. During the first quarter of fiscal 2012, the Company used $1.6 billion of our operating cash on hand to reduce total as-converted class A common stock by 16.2 million shares. Of the $1.6 billion, $75 million was used to repurchase class A common stock in the open market. In addition, the Company deposited $1.57 billion$0.00 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.

In February 2012, the Company announced a new $500 million share repurchase program authorized by the board of directors. The authorization will be in effect through February 1, 2013, and the terms of the program are subject to change at the discretion of the board of directors. The Company did not repurchase any shares under this plan during the three months ended March 31, 2012.

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



(in millions, except per share data)	March 31, 2012
Shares repurchased in the open market ⁽¹⁾	0.8
Weighted-average repurchase price per share	$	89.81
Total cost	$	75


⁽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 following table presents as-converted class B common stock after the deposit of $1.57 billion into the litigation escrow account during the six months ended March 31, 2012:



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


⁽¹⁾	Effective price per share calculated using the volume-weighted average price of the Company's class A common stock over a pricing period in accordance with the Company's amended and restated certificate of incorporation.

The deposit reduced funds previously allocated to the amended July 2011 share repurchase program, which had no remaining authorized funds as of March 31, 2012.

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 11—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, 110 million shares have been converted from class C to class A common stock upon their sale into the public market through March 31, 2012. Approximately 3 million and 6 million of those shares were converted during the three and six months ended March 31, 2012, respectively.

Dividends. On April 26, 2012, the Company’s board of directors declared a dividend in the amount of $0.22 per share of class A common stock (determined in the case of class B and class C common stock on an as-converted basis), which will be paid on June 5, 2012 to all holders of record of the Company's class A, class B and class C common stock as of May 18, 2012. The Company paid $300 million in dividends during the first half of fiscal 2012.

Earnings Per Share

Note 8—Earnings Per Share

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



	Basic Earnings Per Share						Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)	Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾
Common Stock:
Class A	$	1,006		524	$	1.92	$	1,292		676	⁽²⁾	$	1.91
Class B	200		⁽³⁾	245	0.82		200		⁽³⁾	245		0.81
Class C	81			42	1.92		80			42		1.91
Participating securities⁽⁴⁾	5			Not presented	Not presented		5			Not presented		Not presented
Net income attributable to Visa Inc.	$	1,292

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



	Basic Earnings Per Share						Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)	Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾
Common Stock:
Class A	$	1,780		522	$	3.41	$	2,321		683	⁽²⁾	$	3.40
Class B	382		⁽³⁾	245	1.56		381		⁽³⁾	245		1.55
Class C	151			44	3.41		150			44		3.40
Participating securities⁽⁴⁾	8			Not presented	Not presented		8			Not presented		Not presented
Net income attributable to Visa Inc.	$	2,321

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



	Basic Earnings Per Share						Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)	Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾
Common Stock:
Class A	$	625		505	$	1.24	$	881		714	⁽²⁾	$	1.23
Class B	155		⁽³⁾	245	0.63		154		⁽³⁾	245		0.63
Class C	98			80	1.24		98			80		1.23
Participating securities⁽⁴⁾	3			Not presented	Not presented		3			Not presented		Not presented
Net income attributable to Visa Inc.	$	881

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



	Basic Earnings Per Share						Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)	Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾
Common Stock:
Class A	$	1,234		499	$	2.47	$	1,765		717	⁽²⁾	$	2.46
Class B	310		⁽³⁾	245	1.26		309		⁽³⁾	245		1.26
Class C	215			87	2.47		214			87		2.46
Participating securities⁽⁴⁾	6			Not presented	Not presented		6			Not presented		Not presented
Net income attributable to Visa Inc.	$	1,765


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

⁽²⁾

The computation of weighted-average dilutive shares outstanding included the effect of 3 million and 2 million dilutive shares of outstanding stock awards for the three and six months ended March 31, 2012 and March 31, 2011, respectively. The computation of weighted-average dilutive shares outstanding excluded stock options to purchase less than 1 million shares of common stock for the three and six months ended March 31, 2012 and 2 million for the three and six months ended March 31, 2011 because their effect would have been anti-dilutive.


⁽³⁾	Net income attributable to Visa Inc. is allocated to each class of common stock on an as-converted basis. The weighted-average number of shares of as-converted class B common stock used in the income allocation were 104 million and 112 million for the three and six months ended March 31, 2012 and 125 million and 126 million for the three and six months ended March 31, 2011, respectively.


⁽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.

Share-based Compensation

Note 9—Share-based Compensation

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



	Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price
Non-qualified stock options	432,144	$	29.54	$	92.70
Restricted stock awards (RSA)	906,499	94.32
Restricted stock units (RSU)	418,716	96.10
Performance-based shares⁽¹⁾	66,114	97.84


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

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 awards with performance conditions, the Company uses the graded-vesting method of expense attribution. Compensation expense is recorded net of estimated forfeitures, which are adjusted as appropriate.

Income Taxes

Note 10—Income Taxes

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

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

During the three months ended March 31, 2012, the Company's unrecognized tax benefits related to tax positions taken in the current period increased by $33 million, all of which would affect the effective income tax rate if recognized. The increase is primarily due to potential audit adjustments related to various ongoing non-U.S. audits. During the same period, the Company accrued $7 million of interest and no penalties related to uncertain tax positions.

Legal Matters

Note 11—Legal Matters

The Company is party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. Accordingly, except as disclosed, the Company has not established reserves or ranges of possible loss related to these proceedings, as at this time in the proceedings, the matters do not relate to a probable loss and/or amounts are not reasonably estimable. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could in the future incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company's 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.

There was no significant provision activity for the six months ended March 31, 2012 and 2011. 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 at the balance sheet date.

The following table summarizes the activity related to accrued litigation for the six months ended March 31, 2012 and 2011:



	2012			2011
	(in millions)
Balance at October 1	$	425		$	697
Provision for settled matters	—			6
Reclassification of settled matters ⁽¹⁾	—			12
Interest accretion on settled matters	1			7
Payments on settled matters	(140		)	(142		)
Balance at March 31	$	286		$	580

⁽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 to the retrospective responsibility plan, which the Company refers to as the covered litigation. See Note 2—Retrospective Responsibility Plan. An accrual for covered litigation and a charge to the litigation provision are recorded when loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the litigation committee.

The American Express Litigation. Visa's settlement obligations were fully satisfied with the January 2012 payment to American Express.

The Interchange Litigation

Multidistrict Litigation Proceedings (MDL). The Company remains actively involved in settlement discussions under the auspices of the court and believes the parties are continuing to make progress. Many material uncertainties exist, however, including, among other things, uncertainties regarding the level of support for a settlement agreement, and numerous motions pending before the court. Accordingly, under generally accepted accounting principles, the Company believes some loss is reasonably possible, but not probable and reasonably estimable. On December 29, 2011, the Company deposited an additional $1.57 billion into its covered litigation escrow account, increasing the uncommitted balance of the account from $2.72 billion to $4.28 billion. The uncommitted balance of $4.28 billion is consistent with the Company's estimate of its share of the lower end of a reasonably possible loss in the event of a negotiated settlement for the entire matter. While this estimate is consistent with the Company's view of the current status of mediation discussions, the estimate of the reasonably possible loss or range of such loss could materially vary if a negotiated settlement cannot be reached that resolves all financial and business practice claims. The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties and mediation obstacles that persist. We are unable to estimate a potential loss or range of loss, if any, at trial if a negotiated resolution of the matter cannot be reached.

Other Litigation

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

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

Vale Canjeable. Visa filed extraordinary appeals of the two August 10 rulings with the Supreme Court.

Canadian Competition Proceedings

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

Call Center 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 networks in violation of Section 1 of the Sherman Act. The amended complaint also alleges that Visa's rule has enabled Visa to charge artificially high network fees for ATM transactions, to compensate ATM operators inadequately, and to compensate member banks excessively. Plaintiffs request injunctive relief, attorneys' fees, and treble damages.

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

On January 10, 2012, the Bartron and Genese complaints were combined into a single amended complaint, now captioned Mackmin. The amended complaint challenges the same ATM access fee rules and names Visa, MasterCard, and three financial institutions as defendants, but the putative class representatives are different from those in the original Bartron and Genese complaints. Mackmin purports to represent classes and sub-classes of consumers in claims brought under Section 1 of the Sherman Act and the antitrust and/or consumer protection statutes in certain states and the District of Columbia. The amended complaint seeks injunctive relief, attorneys' fees, treble damages, and restitution where available under state law.

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

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

Summary of Significant Accounting Policies (Policies)

Organization

Organization. Visa Inc. (“Visa” or the “Company”) is a global payments technology company that connects consumers, businesses, banks and governments around the world, enabling them to use digital currency instead of cash and checks. 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 the world’s largest retail electronic payments network. 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 does not issue cards, set 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.

Consolidation and basis of presentation

Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa Inc. and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company consolidates its majority-owned and controlled entities, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. The Company’s 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.

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

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

Retrospective Responsibility Plan (Tables)

Schedule of Restricted Cash and Cash Equivalents

The following table sets forth the changes in the escrow account during the six months ended March 31, 2012.



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

Fair Value Measurements (Tables)

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

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



	Fair Value Measurements Using Inputs Considered as
	Level 1				Level 2				Level 3
	March 31, 2012		September 30, 2011		March 31, 2012		September 30, 2011		March 31, 2012		September 30, 2011
	(in millions)
Assets
Cash equivalents and restricted cash
Money market funds and time deposits	$	5,653	$	4,225
U.S. government-sponsored debt securities					$	—	$	175
Investment securities
U.S. government-sponsored debt securities					2,118		1,568
U.S. Treasury securities	407		350
Equity securities	79		57
Auction rate securities									$	7	$	7
Prepaid and other current assets
Foreign exchange derivative instruments					19		30
	$	6,139	$	4,632	$	2,137	$	1,773	$	7	$	7
Liabilities
Accrued liabilities
Visa Europe put option									$	145	$	145
Earn-out related to PlaySpan acquisition									26		24
Foreign exchange derivative instruments					$	6	$	7

Pension and Other Postretirement Benefits (Tables)

Schedule of Defined Benefit Plans Disclosures

The components of net periodic benefit cost are as follows:



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

Settlement Guarantee Management (Tables)

Schedule of Customer Collateral

The Company maintained collateral as follows:



	March 31, 2012		September 30, 2011
	(in millions)
Cash equivalents	$	898	$	931
Pledged securities at market value	286		296
Letters of credit	962		902
Guarantees	1,886		1,845
Total	$	4,032	$	3,974

Other Liabilities (Tables)

Other Noncurrent Liabilities

Other long-term liabilities consisted of the following:



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

Stockholders' Equity (Tables)

Schedule of Stock by Class [Table Text Block]

The number of shares of each class and the number of shares of class A common stock on an as-converted basis at March 31, 2012, are as follows:



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


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

Share Repurchase Program Disclosure

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



(in millions, except per share data)	March 31, 2012
Shares repurchased in the open market ⁽¹⁾	0.8
Weighted-average repurchase price per share	$	89.81
Total cost	$	75


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

Schedule of Conversions of Stock [Table Text Block]

The following table presents as-converted class B common stock after the deposit of $1.57 billion into the litigation escrow account during the six months ended March 31, 2012:



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


⁽¹⁾	Effective price per share calculated using the volume-weighted average price of the Company's class A common stock over a pricing period in accordance with the Company's amended and restated certificate of incorporation.

Earnings Per Share (Tables)

Schedule of Earnings Per Share, Basic and Diluted

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



	Basic Earnings Per Share						Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)	Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾
Common Stock:
Class A	$	1,006		524	$	1.92	$	1,292		676	⁽²⁾	$	1.91
Class B	200		⁽³⁾	245	0.82		200		⁽³⁾	245		0.81
Class C	81			42	1.92		80			42		1.91
Participating securities⁽⁴⁾	5			Not presented	Not presented		5			Not presented		Not presented
Net income attributable to Visa Inc.	$	1,292

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



	Basic Earnings Per Share						Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)	Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾
Common Stock:
Class A	$	1,780		522	$	3.41	$	2,321		683	⁽²⁾	$	3.40
Class B	382		⁽³⁾	245	1.56		381		⁽³⁾	245		1.55
Class C	151			44	3.41		150			44		3.40
Participating securities⁽⁴⁾	8			Not presented	Not presented		8			Not presented		Not presented
Net income attributable to Visa Inc.	$	2,321

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



	Basic Earnings Per Share						Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)	Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾
Common Stock:
Class A	$	625		505	$	1.24	$	881		714	⁽²⁾	$	1.23
Class B	155		⁽³⁾	245	0.63		154		⁽³⁾	245		0.63
Class C	98			80	1.24		98			80		1.23
Participating securities⁽⁴⁾	3			Not presented	Not presented		3			Not presented		Not presented
Net income attributable to Visa Inc.	$	881

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



	Basic Earnings Per Share						Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)			Weighted Average Shares Outstanding (B)	Earnings per Share = (A)/(B)⁽¹⁾		Income Allocation (A)			Weighted Average Shares Outstanding (B)		Earnings per Share = (A)/(B)⁽¹⁾
Common Stock:
Class A	$	1,234		499	$	2.47	$	1,765		717	⁽²⁾	$	2.46
Class B	310		⁽³⁾	245	1.26		309		⁽³⁾	245		1.26
Class C	215			87	2.47		214			87		2.46
Participating securities⁽⁴⁾	6			Not presented	Not presented		6			Not presented		Not presented
Net income attributable to Visa Inc.	$	1,765


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

⁽²⁾

The computation of weighted-average dilutive shares outstanding included the effect of 3 million and 2 million dilutive shares of outstanding stock awards for the three and six months ended March 31, 2012 and March 31, 2011, respectively. The computation of weighted-average dilutive shares outstanding excluded stock options to purchase less than 1 million shares of common stock for the three and six months ended March 31, 2012 and 2 million for the three and six months ended March 31, 2011 because their effect would have been anti-dilutive.


⁽³⁾	Net income attributable to Visa Inc. is allocated to each class of common stock on an as-converted basis. The weighted-average number of shares of as-converted class B common stock used in the income allocation were 104 million and 112 million for the three and six months ended March 31, 2012 and 125 million and 126 million for the three and six months ended March 31, 2011, respectively.


⁽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.

Share-based Compensation (Tables)

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

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



	Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price
Non-qualified stock options	432,144	$	29.54	$	92.70
Restricted stock awards (RSA)	906,499	94.32
Restricted stock units (RSU)	418,716	96.10
Performance-based shares⁽¹⁾	66,114	97.84


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

Legal Matters (Tables)

Schedule of Loss Contingencies by Contingency

The following table summarizes the activity related to accrued litigation for the six months ended March 31, 2012 and 2011:



	2012			2011
	(in millions)
Balance at October 1	$	425		$	697
Provision for settled matters	—			6
Reclassification of settled matters ⁽¹⁾	—			12
Interest accretion on settled matters	1			7
Payments on settled matters	(140		)	(142		)
Balance at March 31	$	286		$	580

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

Retrospective Responsibility Plan Changes in the Escrow Account (Details) (USD $)

In Millions, unless otherwise specified

6 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Escrow Account [Roll Forward]

Beginning balance

$ 2,857

Deposit into the litigation escrow account

1,565

American Express settlement payments

(140)

(142)

Ending balance

$ 4,282

Fair Value Measurements - Additional Information (Detail) (USD $)

In Millions, unless otherwise specified

6 Months Ended

Mar. 31, 2012

Sep. 30, 2011

Fair Value, Measurement Inputs, Disclosure [Line Items]

Probability of exercise by Visa Europe

40.00%

P/E differential at the time of exercise

1.9x

Incremental probability of exercise by Visa Europe

5.00%

Increase in put option value due to increase in probability of exercise

$ 18

Incremental P/E differential at time of exercise

1.0x

Increase in put option value due to increase in price to earnings differential

84

Available-for-sale gross unrealized gains

7

0

Available-for-sale gross unrealized losses

0

Fair Value, Measurements, Recurring

Fair Value, Measurement Inputs, Disclosure [Line Items]

Put option, fair value

145

Non Marketable Equity Investments

Fair Value, Measurement Inputs, Disclosure [Line Items]

Non-marketable equity investments

$ 92

$ 100

Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $)

In Millions, unless otherwise specified

Mar. 31, 2012

Sep. 30, 2011

Accrued liabilities

Visa Europe put option

$ 145

Level 1

Prepaid and other current assets

Fair value, total assets

6,139

4,632

Level 1 |
US Treasury Securities [Member]

Investment securities

407

350

Level 1 |
Equity securities

Investment securities

79

57

Level 1 |
Money Market Funds [Member]

Cash equivalents and restricted cash

5,653

4,225

Level 2

Prepaid and other current assets

Fair value, total assets

2,137

1,773

Level 2 |
U.S. government-sponsored agency debt securities

Investment securities

2,118

1,568

Level 2 |
Foreign exchange derivative instruments

Prepaid and other current assets

Foreign exchange derivative instruments

19

30

Accrued liabilities

Foreign exchange derivative instruments

6

7

Level 2 |
U.S. government-sponsored agency debt securities

Cash equivalents and restricted cash

175

Level 3

Prepaid and other current assets

Fair value, total assets

7

Accrued liabilities

Earn-out related to PlaySpan acquisition

26

24

Level 3 |
Auction rate securities

Investment securities

7

Level 3 |
Visa Europe put option

Accrued liabilities

Visa Europe put option

$ 145

Components of Net Periodic Benefit Cost (Detail) (USD $)

In Millions, unless otherwise specified

3 Months Ended

6 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Mar. 31, 2012

Mar. 31, 2011

Pension Benefits

Defined Benefit Plan Disclosure [Line Items]

Service cost

$ 9

$ 11

$ 19

$ 20

Interest cost

10

9

20

19

Expected return on assets

(13)

(27)

Amortization of:

Prior service credit

(3)

(2)

(5)

(4)

Actuarial loss

8

4

16

9

Total net periodic benefit cost

11

9

23

17