Document and Entity Information

3 Months Ended

Dec. 31, 2013

Jan. 24, 2014

Class A

Jan. 24, 2014

Class B

Jan. 24, 2014

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

Dec. 31, 2013

Document Fiscal Year Focus

2014

Document Fiscal Period Focus

Q1

Amendment Flag

false

Entity Common Stock, Shares Outstanding

504,306,404

245,513,385

26,047,808

CONSOLIDATED BALANCE SHEETS (USD $)

In Millions, unless otherwise specified

Dec. 31, 2013

Sep. 30, 2013

Assets

Cash and cash equivalents

$ 2,121

$ 2,186

Restricted cash—litigation escrow (Note 2)

49

Investment securities:

Trading

89

75

Available-for-sale

1,880

1,994

Income tax receivable

20

142

Settlement receivable

888

799

Accounts receivable

840

761

Customer collateral (Note 5)

886

866

Current portion of client incentives

235

282

Deferred tax assets

466

481

Prepaid expenses and other current assets

291

187

Total current assets

7,765

7,822

Investment securities, available-for-sale

3,040

2,760

Client incentives

98

89

Property, equipment and technology, net

1,746

1,732

Other assets

584

521

Intangible assets, net

11,334

11,351

Goodwill

11,681

Total assets

36,248

35,956

Liabilities

Accounts payable

101

184

Settlement payable

1,246

1,225

Customer collateral (Note 5)

886

866

Accrued compensation and benefits

337

523

Client incentives

864

919

Accrued liabilities (Note 6)

947

613

Accrued litigation (Note 11)

4

5

Total current liabilities

4,385

4,335

Deferred tax liabilities

4,160

4,149

Other liabilities (Note 6)

689

602

Total liabilities

9,234

9,086

Equity

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

Additional paid-in capital

18,702

18,875

Accumulated income

8,269

7,974

Accumulated other comprehensive income (loss), net:

Investment securities, available-for-sale

70

59

Defined benefit pension and other postretirement plans

(60)

Derivative instruments classified as cash flow hedges

34

23

Foreign currency translation adjustments

(1)

Total accumulated other comprehensive income, net

43

21

Total equity

27,014

26,870

Total liabilities and equity

36,248

35,956

Class A common stock

Equity

Common stock

Class B common stock

Equity

Common stock

Class C common stock

Equity

Common stock

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)

In Millions, except Per Share data, unless otherwise specified

Dec. 31, 2013

Sep. 30, 2013

Preferred Stock

Preferred stock, par value

$ 0.0001

Preferred stock, shares authorized

25

Preferred stock, shares issued

0

Class A common stock

Common stock, par value

$ 0.0001

Common stock, shares authorized

2,001,622

Common stock, shares issued

505

508

Common stock, shares outstanding

505

508

Class B common stock

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

Common stock, par value

$ 0.0001

Common stock, shares authorized

1,097

Common stock, shares issued

26

27

Common stock, shares outstanding

26

27

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Operating Revenues

Service revenues

$ 1,419

$ 1,300

Data processing revenues

1,264

1,115

International transaction revenues

891

805

Other revenues

180

179

Client incentives

(599)

(553)

Total operating revenues

3,155

2,846

Operating Expenses

Personnel

470

454

Marketing

186

193

Network and processing

132

110

Professional fees

75

88

Depreciation and amortization

107

92

General and administrative

108

106

Litigation provision (Note 11)

3

Total operating expenses

1,078

1,046

Operating income

2,077

1,800

Non-operating income

6

1

Income before income taxes

2,083

1,801

Income tax provision

676

508

Net income

$ 1,407

$ 1,293

Class A common stock

Earnings Per Share

Basic earnings per share (Note 8)

$ 2.21 ¹

$ 1.94 ¹

Basic weighted-average shares outstanding (Note 8)

505 ¹

531 ¹

Diluted earnings per share (Note 8)

$ 2.20 ¹

$ 1.93 ¹

Diluted weighted-average shares outstanding (Note 8)

639 ¹ ²

669 ¹ ²

Class B common stock

Earnings Per Share

Basic earnings per share (Note 8)

$ 0.93 ¹

$ 0.82 ¹

Basic weighted-average shares outstanding (Note 8)

245 ¹

Diluted earnings per share (Note 8)

$ 0.93 ¹

$ 0.81 ¹

Diluted weighted-average shares outstanding (Note 8)

245 ¹

Class C common stock

Earnings Per Share

Basic earnings per share (Note 8)

$ 2.21 ¹

$ 1.94 ¹

Basic weighted-average shares outstanding (Note 8)

27 ¹

30 ¹

Diluted earnings per share (Note 8)

$ 2.20 ¹

$ 1.93 ¹

Diluted weighted-average shares outstanding (Note 8)

27 ¹

30 ¹

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

[2] Weighted-average diluted shares outstanding are calculated on an as-converted basis, and include incremental common stock equivalents, as calculated under the treasury stock method. The computation includes 2 million of common stock equivalents for the three months ended December 31, 2013 and December 31, 2012, because their effect would be dilutive. The calculation excludes less than 1 million of common stock equivalents for the three months ended December 31, 2013 and December 31, 2012 because their effect would have been anti-dilutive.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)

In Millions, unless otherwise specified

3 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Net income

$ 1,407

$ 1,293

Investment securities, available-for-sale:

Net unrealized gain

17

48

Income tax effect

(6)

(17)

Defined benefit pension and other postretirement plans:

Net unrealized actuarial gain and prior service credit

1

Amortization of actuarial (gain) loss and prior service credit realized in net income

(2)

3

Income tax effect

1

(1)

Derivative instruments classified as cash flow hedges:

Net unrealized gain

24

9

Income tax effect

(4)

Reclassification adjustment for net gain realized in net income

(11)

Income tax effect

2

3

Other comprehensive income, net of tax

22

34

Comprehensive income

$ 1,429

$ 1,327

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $)

In Millions, unless otherwise specified

Total

USD ($)

Class A common stock

Class B common stock

Class C common stock

Additional Paid-in Capital

USD ($)

Accumulated Income

USD ($)

Accumulated Other Comprehensive Income

USD ($)

Beginning Balance at Sep. 30, 2013

$ 26,870

$ 18,875

$ 7,974

$ 21

Beginning Balance (in shares) at Sep. 30, 2013

508

245

27

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

Net income

1,407 ¹ ²

1,407

Other comprehensive income, net of tax

22

Comprehensive income

1,429

Issuance of restricted stock awards (in shares)³

0

Conversion of class C common stock upon sale into public market (in shares)

(1)

Share-based compensation

45

Excess tax benefit for share-based compensation

54

Cash proceeds from exercise of stock options (in shares)

1

Cash proceeds from exercise of stock options

38

Restricted stock instruments settled in cash for taxes shares (in shares)⁴

0

Restricted stock and performance shares settled in cash for taxes(2)⁴

(77)

Cash dividends declared and paid, at a quarterly amount of $0.40 per as-converted share (Note 7)

(254)

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

(5)⁵

(5)

Repurchase of class A common stock (Note 7)

(1,091)

(233)

(858)

Ending Balance at Dec. 31, 2013

$ 27,014

$ 18,702

$ 8,269

$ 43

Ending Balance (in shares) at Dec. 31, 2013

505

245

26

[1] Net income is allocated based on proportional ownership on an as-converted basis. The weighted-average number of shares of as-converted class B common stock used in the income allocation was 103 million for the three months ended December 31, 2013 and December 31, 2012.

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

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

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

[5] All shares repurchased in the open market have been retired and constitute authorized but unissued shares.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

Dec. 31, 2013

Class A common stock

Maximum

Restricted stock instruments settled in cash for taxes shares (in shares)

1

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)

In Millions, unless otherwise specified

3 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Operating Activities

Net income

$ 1,407

$ 1,293

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Amortization of client incentives

599

553

Share-based compensation

45

48

Excess tax benefit for share-based compensation

(54)

(50)

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

107

92

Deferred income taxes

19

1,622

Other

5

12

Change in operating assets and liabilities:

Income tax receivable

122

(1,162)

Settlement receivable

(89)

(405)

Accounts receivable

(79)

(78)

Client incentives

(616)

(453)

Other assets

(199)

(228)

Accounts payable

(80)

1

Settlement payable

21

353

Accrued and other liabilities

334

(38)

Accrued litigation (Note 11)

(1)

(4,384)

Net cash provided by (used in) operating activities

1,541

(2,824)

Investing Activities

Purchases of property, equipment, technology and intangible assets

(120)

(100)

Investment securities, available-for-sale:

Purchases

(754)

(1,184)

Proceeds from sales and maturities

600

418

Payments to Acquire Other Investments

(2)

Proceeds from Sale and Maturity of Other Investments

1

Net cash used in investing activities

(276)

(865)

Financing Activities

Repurchase of class A common stock (Note 7)

(1,091)

(1,253)

Dividends paid (Note 7)

(254)

(220)

Payments from litigation escrow account—retrospective responsibility plan (Note 11)

4,383

Cash proceeds from exercise of stock options

38

70

Restricted stock and performance shares settled in cash for taxes

(77)

(64)

Excess tax benefit for share-based compensation

54

50

Payment for earn-out related to PlaySpan acquisition

(12)

Principal payments on capital lease obligations

(5)

Net cash (used in) provided by financing activities

(1,330)

2,949

Decrease in cash and cash equivalents

(65)

(740)

Cash and cash equivalents at beginning of year

2,186

2,074

Cash and cash equivalents at end of period

2,121

1,334

Supplemental Disclosure

Income taxes paid, net of refunds

96

45

Non-cash accruals related to purchases of property, equipment, technology and intangible assets

$ 20

$ 33

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, financial institutions and governments in more than 200 countries and territories to fast, secure and 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, Visa Canada Corporation, Inovant LLC and CyberSource Corporation (“CyberSource”), operate one of the world’s most advanced processing networks — VisaNet — which facilitates authorization, clearing and settlement of payment transactions worldwide. VisaNet also offers fraud protection for account holders and assured payment for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for account holders on Visa-branded cards and payment products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa's financial institution clients. Visa provides a wide variety of payment solutions that support payment products that issuers can offer to their account holders: pay now with debit, pay ahead with prepaid or pay later with credit products. These services facilitate transactions on Visa's network among account holders, merchants, financial institutions and governments in mature and emerging markets globally.

Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company consolidates its majority-owned and controlled entities, including variable interest entities ("VIEs") for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its consolidated financial statements as of and for the periods presented. 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 Annual Report on Form 10-K for the year ended September 30, 2013 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 operations and cash flows for the interim periods presented.

Recently Issued and Adopted Accounting Pronouncements.

In January 2013, the FASB issued Accounting Standards Update ("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. The Company adopted the standard effective October 1, 2013. 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 adopted the standard effective October 1, 2013. Beginning with fiscal 2014, the components related to pension and postretirement benefit plans are presented on the consolidated statements of comprehensive income. All prior period information has been reclassified to conform to current period presentation. The adoption did not have a material impact on the consolidated financial statements.

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.

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, the covered litigation are paid. At December 31, 2013 and September 30, 2013, the balance of the escrow account was $49 million.

On January 14, 2014, the court entered the final judgment order approving the settlement with the class plaintiffs in the interchange multidistrict litigation proceedings, which is subject to the adjudication of any appeals. Takedown payments of approximately $1.1 billion related to the opt-out merchants were received on January 27, 2014, and were deposited into the litigation escrow account. The deposit into the litigation escrow account, and a related increase in accrued litigation to address opt-out claims will be recorded in the second quarter of fiscal 2014. See Note 11—Legal Matters.

The accrual related to the covered litigation could be either higher or lower than the litigation escrow account balance. The Company did not record an additional accrual for the covered litigation during the three months ended December 31, 2013.

Fair Value Measurements and Investments

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
	Level 1				Level 2				Level 3
	December 31, 2013		September 30, 2013		December 31, 2013		September 30, 2013		December 31, 2013		September 30, 2013
	(in millions)
Assets
Cash equivalents and restricted cash:
Money market funds	$	998	$	1,071
Commercial paper					$	44	$	51
Investment securities, trading:
Equity securities	89		75
Investment securities, available-for-sale:
U.S. government-sponsored debt securities					2,743		2,704
U.S. Treasury securities	1,670		1,673
Equity securities	122		101
Corporate debt securities					378		269
Auction rate securities									$	7	$	7
Prepaid and other current assets:
Foreign exchange derivative instruments					34		23
Total	$	2,879	$	2,920	$	3,199	$	3,047	$	7	$	7
Liabilities
Accrued liabilities:
Visa Europe put option									$	145	$	145
Foreign exchange derivative instruments					$	13	$	15
Total	$	—	$	—	$	13	$	15	$	145	$	145

There were no significant transfers between Level 1 and Level 2 assets during the three months ended December 31, 2013 and 2012.

Level 1 assets measured at fair value on a recurring basis. Money market funds, 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.

Level 2 assets and liabilities measured at fair value on a recurring basis. The fair value of U.S. government-sponsored debt securities and corporate 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, compared against benchmark quotes from independent pricing sources, then confirmed or revised 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 by observable market data. There were no substantive changes to the valuation techniques and related inputs used to measure fair value during the three months ended December 31, 2013.

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 substantive changes to the valuation techniques and related inputs used to measure fair value during the three months ended December 31, 2013.

Visa Europe put option agreement. The Company has granted Visa Europe a perpetual put option, or 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 (as defined in the put option agreement), or the P/E ratio, at the time the option is exercised, to Visa Europe’s adjusted net income for the forward 12-month period (as defined in the put option agreement), or the adjusted sustainable income. 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, or 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 December 31, 2013 and September 30, 2013, 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 December 31, 2013, 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 the three months ended December 31, 2013, there were no changes to the valuation methodology used to estimate the fair value of the put option. At December 31, 2013, the key unobservable inputs included a 40% probability of exercise by Visa Europe at some point in the future and an estimated P/E differential of 1.9x. At December 31, 2013, the Company's spot P/E was 21.5x, and there was a differential of (1.3x) 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. 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 December 31, 2013. 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 non-operating income on the consolidated statements of operations.

A separate roll-forward of Level 3 assets and liabilities measured at fair value on a recurring basis is not presented as the primary activities during the three months ended December 31, 2013 and 2012 are already discussed above.

Assets 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. When certain events or circumstances indicate that impairment may exist, the Company revalues the investments using various assumptions, including the financial metrics and ratios of comparable public companies. There were no

events or circumstances that indicated these investments became impaired during the three months ended

December 31, 2013 or 2012. At December 31, 2013, and September 30, 2013, these investments totaled $32 million and $30 million, respectively. These assets are classified in 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 measured at fair value on a non-recurring basis. Finite-lived intangible assets primarily consist of customer relationships, tradenames and reseller relationships, all of which were obtained through acquisitions.

If the Company were required to perform a quantitative assessment for impairment testing of goodwill and indefinite-lived intangible assets, 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 as Level 3 in the fair value hierarchy. There were no events or circumstances that indicated these assets became impaired during the three months ended December 31, 2013 or 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 December 31, 2013, but require disclosure of their fair values: time deposits recorded in prepaid expenses and other current assets, settlement receivable and payable, and customer collateral. The estimated fair value of such instruments at December 31, 2013, approximates their carrying value due to their generally short maturities. If measured at fair value in the financial statements, these financial instruments would be classified as Level 2 in the fair value hierarchy.

Investments

Available-for-sale investment securities

The Company had $110 million in gross unrealized gains and $1 million in gross unrealized losses at December 31, 2013. There were $93 million gross unrealized gains and $1 million gross unrealized losses at September 30, 2013. The gross unrealized gains at December 31, 2013 and September 30, 2013 primarily relate to the Company's available-for-sale equity securities. A majority of the Company's available-for-sale investment securities with stated maturities are due within one to three years.

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 December 31,						Three Months Ended December 31,
	2013			2012			2013			2012
	(in millions)
Service cost	$	11		$	10		$	—		$	—
Interest cost	10			9			—			—
Expected return on assets	(17		)	(16		)	—			—
Amortization of:
Prior service credit	(2		)	(2		)	(1		)	(1		)
Actuarial loss	—			7			—			—
Settlement loss	1			—			—			—
Total net periodic benefit cost	$	3		$	8		$	(1	)	$	(1	)

Settlement Guarantee Management

Note 5—Settlement Guarantee Management

The indemnification for settlement losses that Visa provides to its financial institution clients 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 Visa's 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 financial institution clients 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 $53.2 billion at December 31, 2013, compared to $53.8 billion at September 30, 2013. Of these settlement exposure amounts, $3.0 billion at December 31, 2013 and September 30, 2013, was covered by collateral.

The Company maintained collateral as follows:



	December 31, 2013		September 30, 2013
	(in millions)
Cash equivalents	$	886	$	866
Pledged securities at market value	233		256
Letters of credit	1,210		1,191
Guarantees	1,416		1,411
Total	$	3,745	$	3,724

The total available collateral balances presented in the table above were greater than the settlement exposure covered by customer collateral held due to instances in which the available collateral exceeded 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 $2 million at December 31, 2013 and $1 million at September 30, 2013. These amounts are reflected in accrued liabilities on the consolidated balance sheets.

Accrued and Other Liabilities

Note 6—Accrued and Other Liabilities

Accrued liabilities consisted of the following:



	December 31, 2013		September 30, 2013
	(in millions)
Accrued operating expenses	$	153	$	182
Visa Europe put option—(See Note 3—Fair Value Measurements and Investments)⁽¹⁾	145		145
Deferred revenue	72		60
Accrued marketing and product expenses	22		27
Accrued income taxes⁽²⁾	412		64
Other	143		135
Total	$	947	$	613

Other non-current liabilities consisted of the following:



	December 31, 2013		September 30, 2013
	(in millions)
Accrued income taxes⁽³⁾	$	539	$	453
Employee benefits	86		86
Other	64		63
Total	$	689	$	602


⁽¹⁾	The put option is exercisable at any time at the sole discretion of Visa Europe with payment required 285 days thereafter. 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.


⁽²⁾	The increase in current accrued income taxes is primarily related to current income taxes accrued in the first quarter of fiscal 2014, but payable in the second quarter of fiscal 2014.


⁽³⁾	The increase in non-current accrued income taxes is due to an increase in liabilities for uncertain tax positions.

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 December 31, 2013, are as follows:



(in millions, except conversion rate)	Shares Outstanding	Conversion Rate Into Class A Common Stock	As-converted Class A Common Stock⁽¹⁾
Class A common stock	505	—	505
Class B common stock	245	0.4206	103
Class C common stock	26	1.0000	26
Total			634


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

Reduction in as-converted class A common stock. The following table presents share repurchases in the open market.



(in millions, except per share data)	Three Months Ended December 31, 2013
Shares repurchased in the open market ⁽¹⁾	5
Weighted-average repurchase price per share	$	199.56
Total cost	$	1,091


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

In October 2013, the Company’s board of directors authorized a new $5.0 billion share repurchase program. As of December 31, 2013, the program had remaining authorized funds of $4.2 billion. All share repurchase programs authorized prior to October 2013 have been completed.

Dividends. In January 2014, the Company’s board of directors declared a quarterly cash dividend of $0.40 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 March 4, 2014, to all holders of record of the Company's class A, B and C common stock as of February 14, 2014. The Company declared and paid $254 million in dividends during the three months ended December 31, 2013.

Earnings Per Share

Note 8—Earnings Per Share

The following table presents earnings per share for the three months ended December 31, 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	$	1,115	505	$	2.21	$	1,407	639	⁽³⁾	$	2.20
Class B common stock	228		245	$	0.93	$	228	245		$	0.93
Class C common stock	59		27	$	2.21	$	59	27		$	2.20
Participating securities⁽⁴⁾	5		Not presented	Not presented		$	5	Not presented		Not presented
Net income	$	1,407

The following table presents earnings per share for the three months ended December 31, 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	$	1,031	531	$	1.94	$	1,293	669	⁽³⁾	$	1.93
Class B common stock	200		245	$	0.82	$	200	245		$	0.81
Class C common stock	57		30	$	1.94	$	57	30		$	1.93
Participating securities⁽⁴⁾	5		Not presented	Not presented		$	5	Not presented		Not presented
Net income	$	1,293


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


⁽²⁾	Net income is allocated based on proportional ownership on an as-converted basis. The weighted-average number of shares of as-converted class B common stock used in the income allocation was 103 million for the three months ended December 31, 2013 and December 31, 2012.

⁽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 2 million of common stock equivalents for the three months ended December 31, 2013 and December 31, 2012, because their effect would be dilutive. The calculation excludes less than 1 million of common stock equivalents for the three months ended December 31, 2013 and December 31, 2012 because their effect would have been anti-dilutive.


⁽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 equity awards to employees and non-employee directors under the 2007 Equity Incentive Compensation Plan during the three months ended December 31, 2013:



	Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price
Non-qualified stock options	315,226	$	43.41	$	197.39
Restricted stock awards ("RSAs")	494,621	$	197.39
Restricted stock units ("RSUs")	221,103	$	197.39
Performance-based shares⁽¹⁾	278,451	$	225.46


⁽¹⁾	Represents the maximum number of performance-based shares which could be 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. The Company's performance-based shares are equity awards with service, market and performance conditions that are accounted for using the graded-vesting method. Compensation cost is recorded net of estimated forfeitures, which are adjusted as appropriate.

Income Taxes

Note 10—Income Taxes

The effective income tax rates were 32% and 28% for the three months ended December 31, 2013 and 2012, respectively. The effective tax rate for the three months ended December 31, 2013 differs from the effective tax rate in the same period in the previous fiscal year mainly due to the absence of 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.

During the three months ended December 31, 2013, the Company's gross unrecognized tax benefits increased by $47 million, $45 million of which would favorably impact our effective income tax rate if recognized. The increase in gross unrecognized tax benefits is primarily due to potential audit exposure related to various tax positions across several jurisdictions. During the three months ended December 31, 2013 and 2012, the Company accrued $2 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 the 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 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.

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 as of the balance sheet date.

The following table summarizes activity related to accrued litigation.



	2013			2012
	(in millions)
Balance at October 1	$	5		$	4,386
Provision for unsettled matters	—			3
Payment on unsettled matters⁽¹⁾	—			(4,033		)
Payment on settled matters	(1		)	(351		)
Balance at December 31	$	4		$	5

⁽¹⁾

In fiscal 2013, 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 interchange multidistrict litigation. Under the settlement agreement, if class members opt-out (“opt-out merchants”) 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 "takedown payments"). On January 14, 2014, the court entered the final judgment order approving the settlement with the class plaintiffs in the interchange multidistrict litigation proceedings, which is subject to the adjudication of any appeals. Takedown payments of approximately $1.1 billion were received on January 27, 2014, and deposited into the Company’s litigation escrow account. The deposit into the litigation escrow account, and a related increase in accrued litigation to address opt-out claims will be recorded in the second quarter of fiscal 2014. See further discussion below.

Covered Litigation

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

Interchange Multidistrict Litigation (MDL)

On December 13, 2013, the district court issued a memorandum and order approving the Settlement Agreement with the class plaintiffs. On January 14, 2014, the court entered the final judgment order approving the settlement. A number of objectors to the settlement have appealed from that order. Until the appeals are finally adjudicated, no assurance can be provided that the Company will be able to resolve the class plaintiffs' claims as contemplated by the Settlement Agreement. On January 27, 2014, Visa's portion of the takedown payments related to the opt-out merchants, which was calculated to be approximately $1.1 billion, was deposited into the litigation escrow account.

Interchange Opt-out Litigation

Beginning in May 2013, more than 25 opt-out cases have been filed by hundreds of merchants in various federal district courts, generally pursuing damages claims on allegations similar to those raised in MDL 1720. A similar case has been filed by a merchant in Texas state court. A number of the cases also include allegations that Visa has monopolized, attempted to monopolize, and/or conspired to monopolize debit card-related market segments, and one of the cases seeks an injunction against the fixed acquirer network fee. The cases name as defendants Visa Inc., Visa U.S.A., Visa International, MasterCard Incorporated, and MasterCard International Incorporated, although some also include certain U.S. financial institutions as defendants. All of the cases originally filed in federal court either were filed in the U.S. District Court for the Eastern District of New York and have been assigned to the judge presiding over MDL 1720, or have been transferred by the Judicial Panel on Multidistrict Litigation for inclusion in MDL 1720. Visa removed the Texas state court case to federal court and sought to transfer it to MDL 1720, but the federal court remanded the case to Texas state court before the case could be transferred to MDL 1720. Cases that are transferred to or otherwise included in MDL 1720 will be covered litigation for purposes of the retrospective responsibility plan. See Note 2—Retrospective Responsibility Plan.

On January 14, 2014, Visa filed a complaint in the U.S. District Court for the Eastern District of New York against The Home Depot, Inc. and Home Depot U.S.A., Inc. seeking 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. The case has been assigned to the same district court judge presiding over MDL 1720.

Consumer Interchange Litigation

On December 16, 2013, a putative class action was filed in federal district court in California against certain financial institutions alleging that they conspired to fix interchange fees and imposed other alleged restraints on competition. The complaint was filed on behalf of four named plaintiffs and an alleged class of all Visa and MasterCard payment cardholders in the United States since January 1, 2000. Although no Visa entity is named as a defendant, the complaint identifies Visa U.S.A., MasterCard, and certain non-defendant financial institutions as co-conspirators, and plaintiffs assert that they may seek leave to amend the complaint to add the co-conspirators as defendants. Plaintiffs seek injunctive relief, attorneys’ fees, and treble damages allegedly to compensate the purported class for more than $54.0 billion dollars in purported overcharges imposed on them each year by defendants and their alleged co-conspirators. Defendants sought to transfer the case to MDL 1720, but the Clerk of the Judicial Panel on Multidistrict Litigation declined to transfer the case to MDL 1720.

Other Litigation

Vale Canjeable

On December 9, 2013, the Constitutional Chamber reversed the Commercial Chamber’s judgment and issued a final decision. The Constitutional Chamber ruled that the “Vale” mark is distinctive and Visa’s mark, “Visa Vale” infringed the plaintiff’s mark, but the plaintiff suffered no damages as a result of the infringement. The ruling permits the plaintiff to seek its costs from the defendants in relation to certain appeals filed by the defendants.

European Competition Proceedings

U.K. Merchant Litigation. Since November 2013, Visa Inc., Visa International, and Visa Europe have been put on notice of additional claims on behalf of approximately 12 merchants. Some merchants have filed claims while some merchants have not yet filed; instead, those merchants have entered into standstill agreements with Visa Europe, Visa Inc., and Visa International related to the claims. In general, the claims relate to interchange rates in Europe, and seek damages for alleged anti-competitive conduct relating to U.K. domestic, Irish domestic, and intra-European Economic Area (EEA) interchange fees for credit and debit cards. The amount of interchange being challenged could be substantial; among the remedies sought in one filed claim is a demand for compensatory damages estimated by the plaintiffs at approximately $145 million. However, the full scope of the claims is not yet known because some claims remain unfiled.

Visa Europe is obligated to indemnify Visa Inc. and Visa International in connection with the European Competition Proceedings, in our opinion, including payment of any fines that may be imposed. However, Visa Europe has expressed an "initial" view that it is not obligated to indemnify Visa Inc. or Visa International for any claim in the European Competition Proceedings, including claims asserted in both the European Commission matter and the U.K. Merchant Litigation. Visa Inc. continues to firmly believe that Visa Europe is obligated to indemnify for all such claims, and has been in discussions with Visa Europe to resolve this issue. While the parties are not currently in non-binding arbitration, both parties have initiated the executive engagement aspect of the dispute resolution procedure contemplated by the Framework Agreement to resolve their dispute regarding this indemnification issue.

U.S. ATM Access Fee Litigation

On December 19, 2013, the U.S. District Court for the District of Columbia denied plaintiffs’ motions for leave to file amended complaints in the National ATM Council class action and the consumer class actions, and denied plaintiffs’ motions for an order altering or amending the court's February 13, 2013 judgment. On January 10, 2014, plaintiffs in the National ATM Council class action and the consumer class actions filed notices of appeal to the U.S. Court of Appeals for the District of Columbia Circuit.

Subsequent Events

Note 12—Subsequent Events

Interchange Multidistrict Litigation. On January 14, 2014, the court entered the final judgment order approving the settlement with the class plaintiffs in the interchange multidistrict litigation proceedings, which is subject to the adjudication of any appeals. Takedown payments of approximately $1.1 billion related to the opt-out merchants were received on January 27, 2014, and deposited into the Company’s litigation escrow account. The deposit into the litigation escrow account, and a related increase in accrued litigation to address opt-out claims will be recorded in the second quarter of fiscal 2014. See Note 11—Legal Matters.

Credit facility renewal. On January 29, 2014, the Company, Visa International Service Association and Visa U.S.A. Inc. (collectively, the "Borrowers") entered into a 364-day, unsecured $3.0 billion revolving credit facility (the “Credit Facility”) with Bank of America, N.A., as administrative agent and the lenders party thereto. JPMorgan Chase Bank, N.A., acted as syndication agent in connection with the Credit Facility; Bank of China, Los Angeles Branch, Barclays Bank plc, Citibank, N.A., Goldman Sachs Bank USA, Standard Chartered Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., U.S. Bank National Association and Wells Fargo Bank, National Association, acted as Documentation Agents; and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Bank of China, Los Angeles Branch, Barclays Bank plc, Citibank, N.A., Goldman Sachs Bank USA, Standard Chartered Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., U.S. Bank National Association and Wells Fargo Bank, National Association, acted as joint lead arrangers and joint book runners. The Credit Facility, which expires on January 28, 2015, replaced the Company’s prior $3.0 billion credit facility, which was to expire on January 30, 2014, and which the Borrowers terminated on January 29, 2014.

The Credit Facility provides the Borrowers with a borrowing capacity of up to $3.0 billion. Borrowings under the Credit Facility are available for general corporate purposes. Interest on the 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 rating of senior unsecured long-term debt securities of the Company. The Borrowers have agreed to pay a commitment fee which will fluctuate based on such applicable rating of the Company.

Other material terms are:


•	a financial covenant which requires the Company to maintain a Consolidated Indebtedness to Consolidated EBITDA Ratio (as defined in the Credit Facility) of not greater than 3.75 to 1.00;


•	customary restrictive covenants, which limit the Borrowers' ability to, among other things, create certain liens, effect fundamental changes to their business, or merge or dispose of substantially all of their assets, subject in each case to customary exceptions and amounts;


•	customary events of default, upon the occurrence of which, after any applicable grace period, the requisite lenders will have the ability to accelerate all outstanding loans thereunder and terminate the commitments; and


•	other customary and standard terms and conditions.

The Borrowers currently have no borrowings under the Credit Facility. The participating lenders in the Credit Facility include certain holders of the Company’s class B and class C common stock, certain of the Borrowers' customers, and their affiliates.

Summary of Significant Accounting Policies (Policies)

Organization

Organization. Visa Inc. (“Visa” or the “Company”) is a global payments technology company that connects consumers, businesses, financial institutions and governments in more than 200 countries and territories to fast, secure and 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, Visa Canada Corporation, Inovant LLC and CyberSource Corporation (“CyberSource”), operate one of the world’s most advanced processing networks

Consolidation and basis of presentation

Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company consolidates its majority-owned and controlled entities, including variable interest entities ("VIEs") for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its consolidated financial statements as of and for the periods presented. 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 Annual Report on Form 10-K for the year ended September 30, 2013 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 operations and cash flows for the interim periods presented.

Recently adopted accounting pronouncements

Recently Issued and Adopted Accounting Pronouncements.

In January 2013, the FASB issued Accounting Standards Update ("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. The Company adopted the standard effective October 1, 2013. 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 adopted the standard effective October 1, 2013. Beginning with fiscal 2014, the components related to pension and postretirement benefit plans are presented on the consolidated statements of comprehensive income. All prior period information has been reclassified to conform to current period presentation. The adoption did not have a material impact on the consolidated financial statements.

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.

Fair Value Measurements and Investments (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
	December 31, 2013		September 30, 2013		December 31, 2013		September 30, 2013		December 31, 2013		September 30, 2013
	(in millions)
Assets
Cash equivalents and restricted cash:
Money market funds	$	998	$	1,071
Commercial paper					$	44	$	51
Investment securities, trading:
Equity securities	89		75
Investment securities, available-for-sale:
U.S. government-sponsored debt securities					2,743		2,704
U.S. Treasury securities	1,670		1,673
Equity securities	122		101
Corporate debt securities					378		269
Auction rate securities									$	7	$	7
Prepaid and other current assets:
Foreign exchange derivative instruments					34		23
Total	$	2,879	$	2,920	$	3,199	$	3,047	$	7	$	7
Liabilities
Accrued liabilities:
Visa Europe put option									$	145	$	145
Foreign exchange derivative instruments					$	13	$	15
Total	$	—	$	—	$	13	$	15	$	145	$	145

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 December 31,						Three Months Ended December 31,
	2013			2012			2013			2012
	(in millions)
Service cost	$	11		$	10		$	—		$	—
Interest cost	10			9			—			—
Expected return on assets	(17		)	(16		)	—			—
Amortization of:
Prior service credit	(2		)	(2		)	(1		)	(1		)
Actuarial loss	—			7			—			—
Settlement loss	1			—			—			—
Total net periodic benefit cost	$	3		$	8		$	(1	)	$	(1	)

Settlement Guarantee Management (Tables)

Schedule of Customer Collateral

The Company maintained collateral as follows:



	December 31, 2013		September 30, 2013
	(in millions)
Cash equivalents	$	886	$	866
Pledged securities at market value	233		256
Letters of credit	1,210		1,191
Guarantees	1,416		1,411
Total	$	3,745	$	3,724

Accrued and Other Liabilities (Tables)

Accrued Liabilities, Table

Accrued liabilities consisted of the following:



	December 31, 2013		September 30, 2013
	(in millions)
Accrued operating expenses	$	153	$	182
Visa Europe put option—(See Note 3—Fair Value Measurements and Investments)⁽¹⁾	145		145
Deferred revenue	72		60
Accrued marketing and product expenses	22		27
Accrued income taxes⁽²⁾	412		64
Other	143		135
Total	$	947	$	613

Other Noncurrent Liabilities, Table

Other non-current liabilities consisted of the following:



	December 31, 2013		September 30, 2013
	(in millions)
Accrued income taxes⁽³⁾	$	539	$	453
Employee benefits	86		86
Other	64		63
Total	$	689	$	602


⁽¹⁾	The put option is exercisable at any time at the sole discretion of Visa Europe with payment required 285 days thereafter. 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.


⁽²⁾	The increase in current accrued income taxes is primarily related to current income taxes accrued in the first quarter of fiscal 2014, but payable in the second quarter of fiscal 2014.


⁽³⁾	The increase in non-current accrued income taxes is due to an increase in liabilities for uncertain tax positions.

Stockholders' Equity (Tables)

Schedule of Stock by Class

The number of shares of each class and the number of shares of class A common stock on an as-converted basis at December 31, 2013, are as follows:



(in millions, except conversion rate)	Shares Outstanding	Conversion Rate Into Class A Common Stock	As-converted Class A Common Stock⁽¹⁾
Class A common stock	505	—	505
Class B common stock	245	0.4206	103
Class C common stock	26	1.0000	26
Total			634


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

Share Repurchase Program Disclosure

The following table presents share repurchases in the open market.



(in millions, except per share data)	Three Months Ended December 31, 2013
Shares repurchased in the open market ⁽¹⁾	5
Weighted-average repurchase price per share	$	199.56
Total cost	$	1,091


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

Earnings Per Share (Tables)

Schedule of Earnings Per Share, Basic and Diluted

The following table presents earnings per share for the three months ended December 31, 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	$	1,115	505	$	2.21	$	1,407	639	⁽³⁾	$	2.20
Class B common stock	228		245	$	0.93	$	228	245		$	0.93
Class C common stock	59		27	$	2.21	$	59	27		$	2.20
Participating securities⁽⁴⁾	5		Not presented	Not presented		$	5	Not presented		Not presented
Net income	$	1,407

The following table presents earnings per share for the three months ended December 31, 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	$	1,031	531	$	1.94	$	1,293	669	⁽³⁾	$	1.93
Class B common stock	200		245	$	0.82	$	200	245		$	0.81
Class C common stock	57		30	$	1.94	$	57	30		$	1.93
Participating securities⁽⁴⁾	5		Not presented	Not presented		$	5	Not presented		Not presented
Net income	$	1,293


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


⁽²⁾	Net income is allocated based on proportional ownership on an as-converted basis. The weighted-average number of shares of as-converted class B common stock used in the income allocation was 103 million for the three months ended December 31, 2013 and December 31, 2012.

⁽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 2 million of common stock equivalents for the three months ended December 31, 2013 and December 31, 2012, because their effect would be dilutive. The calculation excludes less than 1 million of common stock equivalents for the three months ended December 31, 2013 and December 31, 2012 because their effect would have been anti-dilutive.


⁽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 equity awards to employees and non-employee directors under the 2007 Equity Incentive Compensation Plan during the three months ended December 31, 2013:



	Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price
Non-qualified stock options	315,226	$	43.41	$	197.39
Restricted stock awards ("RSAs")	494,621	$	197.39
Restricted stock units ("RSUs")	221,103	$	197.39
Performance-based shares⁽¹⁾	278,451	$	225.46


⁽¹⁾	Represents the maximum number of performance-based shares which could be earned.

Legal Matters (Tables)

Schedule of Loss Contingencies by Contingency

The following table summarizes activity related to accrued litigation.



	2013			2012
	(in millions)
Balance at October 1	$	5		$	4,386
Provision for unsettled matters	—			3
Payment on unsettled matters⁽¹⁾	—			(4,033		)
Payment on settled matters	(1		)	(351		)
Balance at December 31	$	4		$	5

⁽¹⁾

In fiscal 2013, 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 interchange multidistrict litigation. Under the settlement agreement, if class members opt-out (“opt-out merchants”) 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 "takedown payments"). On January 14, 2014, the court entered the final judgment order approving the settlement with the class plaintiffs in the interchange multidistrict litigation proceedings, which is subject to the adjudication of any appeals. Takedown payments of approximately $1.1 billion were received on January 27, 2014, and deposited into the Company’s litigation escrow account. The deposit into the litigation escrow account, and a related increase in accrued litigation to address opt-out claims will be recorded in the second quarter of fiscal 2014. See further discussion below.

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

0 Months Ended

Dec. 31, 2013

Sep. 30, 2013

Jan. 27, 2014

Class plaintiffs

Subsequent Event

Restricted Cash and Cash Equivalents Items [Line Items]

Escrow account balance

$ 49,000,000

Adjustment to payments for litigation

$ 1,100,000,000

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

In Millions, unless otherwise specified

3 Months Ended

Dec. 31, 2013

Sep. 30, 2013

Fair Value, Measurement Inputs, Disclosure [Line Items]

Visa Europe put option

$ 145 ¹

Probability of exercise by Visa Europe

40.00%

P/E differential at the time of exercise

1.9x

P/E differential at the time of exercise, ratio

190.00%

Spot price to earnings

21.5x

Spot price to earnings, ratio

2,150.00%

Incremental price to earnings differential compared to estimate

(1.3x)

Incremental price to earnings differential compared to estimate, ratio

(130.00%)

Incremental probability of exercise by Visa Europe

5.00%

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

18

Incremental assumed price to earnings differential at time of exercise

1.0x

Incremental P/E differential at time of exercise, ratio

100.00%

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

84

Available-for-sale securities, gross unrealized gains

110

93

Available-for-sale securities, gross unrealized losses

1

Fair Value, Measurements, Recurring

Fair Value, Measurement Inputs, Disclosure [Line Items]

Visa Europe put option

145

Non Marketable Equity Investments

Fair Value, Measurement Inputs, Disclosure [Line Items]

Non-marketable equity investments

$ 32

$ 30

[1] The put option is exercisable at any time at the sole discretion of Visa Europe with payment required 285 days thereafter. 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.

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

In Millions, unless otherwise specified

Dec. 31, 2013

Sep. 30, 2013

Accrued liabilities

Visa Europe put option

$ 145 ¹

Fair Value, Measurements, Recurring

Accrued liabilities

Visa Europe put option

145

Level 1 |
Fair Value, Measurements, Recurring

Prepaid and other current assets:

Fair value, total assets

2,879

2,920

Accrued liabilities

Fair value, total liabilities

0

Level 2 |
Fair Value, Measurements, Recurring

Prepaid and other current assets:

Fair value, total assets

3,199

3,047

Accrued liabilities

Fair value, total liabilities

13

15

Level 3 |
Fair Value, Measurements, Recurring

Prepaid and other current assets:

Fair value, total assets

7

Accrued liabilities

Fair value, total liabilities

145

Visa Europe put option |
Level 3 |
Fair Value, Measurements, Recurring

Accrued liabilities

Visa Europe put option

145

Foreign exchange derivative instruments |
Level 2 |
Fair Value, Measurements, Recurring

Accrued liabilities

Foreign exchange derivative instruments

13

15

Money market funds |
Level 1 |
Fair Value, Measurements, Recurring

Cash equivalents and restricted cash:

998

1,071

Commercial paper |
Level 2 |
Fair Value, Measurements, Recurring

Cash equivalents and restricted cash:

44

51

Equity securities |
Level 1 |
Fair Value, Measurements, Recurring

Investment securities:

Trading securities

89

75

Available-for-sale securities

122

101

U.S. government-sponsored debt securities |
Level 2 |
Fair Value, Measurements, Recurring

Investment securities:

Available-for-sale securities

2,743

2,704

U.S. Treasury securities |
Level 1 |
Fair Value, Measurements, Recurring

Investment securities:

Available-for-sale securities

1,670

1,673

Corporate Debt Securities |
Level 2 |
Fair Value, Measurements, Recurring

Investment securities:

Available-for-sale securities

378

269

Auction rate securities |
Level 3 |
Fair Value, Measurements, Recurring

Investment securities:

Available-for-sale securities

7

Foreign exchange derivative instruments |
Level 2 |
Fair Value, Measurements, Recurring

Prepaid and other current assets:

$ 34

$ 23

[1] The put option is exercisable at any time at the sole discretion of Visa Europe with payment required 285 days thereafter. 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.

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

In Millions, unless otherwise specified

3 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Pension Benefits

Defined Benefit Plan Disclosure [Line Items]

Service cost

$ 11

$ 10

Interest cost

10

9

Expected return on assets

(17)

(16)

Amortization of:

Prior service credit

(2)

Actuarial loss

7

Settlement loss

1

Total net periodic benefit cost

3

8