VISA INC., 10-Q filed on 7/25/2016
Quarterly Report
Document and Entity Information
9 Months Ended
Jun. 30, 2016
Jul. 15, 2016
Class A common stock
Jul. 15, 2016
Class B common stock
Jul. 15, 2016
Class C common stock
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
Jun. 30, 2016 
 
 
 
Document Fiscal Year Focus
2016 
 
 
 
Document Fiscal Period Focus
Q3 
 
 
 
Amendment Flag
false 
 
 
 
Entity Common Stock, Shares Outstanding
 
1,886,433,824 
245,513,385 
17,424,121 
CONSOLIDATED BALANCE SHEETS (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Sep. 30, 2015
Assets
 
 
Cash and cash equivalents
$ 5,887 
$ 3,518 
Restricted cash—litigation escrow (Note 3)
1,027 
1,072 
Investment securities (Note 4):
 
 
Trading
69 
66 
Available-for-sale
2,796 
2,431 
Settlement receivable
1,499 
408 
Accounts receivable
1,066 
847 
Customer collateral (Note 7)
1,032 
1,023 
Current portion of client incentives
291 
303 
Prepaid expenses and other current assets
707 
353 
Total current assets
14,374 
10,021 
Investment securities, available-for-sale (Note 4)
3,762 
3,384 
Client incentives
537 
110 
Property, equipment and technology, net
2,136 
1,888 
Other assets
936 
778 
Intangible assets, net
27,078 
11,361 
Goodwill
15,044 
11,825 
Total assets
63,867 
39,367 
Liabilities
 
 
Accounts payable
115 
127 
Settlement payable
1,999 
780 
Customer collateral (Note 7)
1,032 
1,023 
Accrued compensation and benefits
511 
503 
Client incentives
1,953 
1,049 
Accrued liabilities
1,195 
849 
Accrued litigation (Note 13)
978 
1,024 
Total current liabilities
7,783 
5,355 
Long-term debt (Note 5)
15,879 
0 
Deferred tax liabilities
4,977 
3,273 
Deferred purchase consideration (Note 2)
1,209 
0 
Other liabilities
1,192 
897 
Total liabilities
31,040 
9,525 
Equity
 
 
Treasury stock (Note 2 and Note 9)
(170)
0 
Right to recover for covered losses (Note 3)
(25)1 2
0 
Additional paid-in capital
17,514 
18,073 
Accumulated income
10,334 
11,843 
Accumulated other comprehensive loss, net:
 
 
Investment securities, available-for-sale
30 
5 
Defined benefit pension and other postretirement plans
(126)
(161)
Derivative instruments classified as cash flow hedges
(42)
83 
Foreign currency translation adjustments
(405)
(1)
Total accumulated other comprehensive loss, net
(543)
(74)
Total equity
32,827 
29,842 
Total liabilities and equity
63,867 
39,367 
Series A Preferred Stock
 
 
Equity
 
 
Preferred stock
0 
0 
Series B Preferred Stock
 
 
Equity
 
 
Preferred stock
2,516 
0 
Series C Preferred Stock
 
 
Equity
 
 
Preferred stock
3,201 
0 
Class A common stock
 
 
Equity
 
 
Common stock
0 
0 
Class B common stock
 
 
Equity
 
 
Common stock
0 
0 
Class C common stock
 
 
Equity
 
 
Common stock
$ 0 
$ 0 
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Jun. 30, 2016
Sep. 30, 2015
Preferred Stock
 
 
Preferred stock, par value
$ 0.0001 
$ 0.0001 
Preferred stock, shares authorized
25,000,000 
25,000,000 
Preferred stock, shares issued
5,000,000 
0 
Preferred stock, shares outstanding
5,000,000 
 
Series A Preferred Stock
 
 
Preferred stock, par value
$ 0.0001 
 
Preferred stock, shares issued
0 
 
Series B Preferred Stock
 
 
Preferred stock, par value
$ 0.0001 
 
Preferred stock, shares issued
2,000,000 
 
Preferred stock, shares outstanding
2,000,000 
 
Series C Preferred Stock
 
 
Preferred stock, par value
$ 0.0001 
 
Preferred stock, shares issued
3,000,000 
 
Preferred stock, shares outstanding
3,000,000 
 
Class A common stock
 
 
Common stock, par value
$ 0.0001 
$ 0.0001 
Common stock, shares authorized
2,001,622,000,000 
2,001,622,000,000 
Common stock, shares issued
1,891,000,000 
1,950,000,000 
Common stock, shares outstanding
1,891,000,000 1
1,950,000,000 
Class B common stock
 
 
Common stock, par value
$ 0.0001 
$ 0.0001 
Common stock, shares authorized
622,000,000 
622,000,000 
Common stock, shares issued
245,000,000 
245,000,000 
Common stock, shares outstanding
245,000,000 
245,000,000 
Class C common stock
 
 
Common stock, par value
$ 0.0001 
$ 0.0001 
Common stock, shares authorized
1,097,000,000 
1,097,000,000 
Common stock, shares issued
17,000,000 
20,000,000 
Common stock, shares outstanding
17,000,000 
20,000,000 
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Operating Revenues
 
 
 
 
Service revenues
$ 1,635 1
$ 1,550 
$ 4,979 1
$ 4,665 
Data processing revenues
1,541 1
1,400 
4,493 1
4,123 
International transaction revenues
1,084 1
1,039 
3,160 1
2,973 
Other revenues
209 1
199 
605 1
607 
Client incentives
(839)1
(670)
(2,416)1
(2,059)
Total operating revenues
3,630 1
3,518 
10,821 1
10,309 
Operating Expenses
 
 
 
 
Personnel
509 1
566 
1,536 1
1,558 
Marketing
189 1
224 
569 1
619 
Network and processing
123 1
117 
377 1
340 
Professional fees
138 1
82 
276 1
229 
Depreciation and amortization
120 1
130 
361 1
375 
General and administrative
246 1
137 
566 1
404 
Litigation provision (Note 13)
0 1
0 
1 1
3 
Visa Europe Framework Agreement loss (Note 2)
1,877 1
0 
1,877 1
0 
Total operating expenses
3,202 1
1,256 
5,563 1
3,528 
Operating income
428 1
2,262 
5,258 1
6,781 
Non-operating (Expense) Income
 
 
 
 
Interest expense
(131)1
8 
(292)1
(2)
Other (Note 4 and Note 8)
125 1
(102)
536 1
(67)
Total non-operating (expense) income
(6)1
(94)
244 1
(69)
Income before income taxes
422 1
2,168 
5,502 1
6,712 
Income tax provision (Note 12)
10 1
471 
1,442 1
1,896 
Net income
$ 412 1
$ 1,697 
$ 4,060 1
$ 4,816 
Class A common stock
 
 
 
 
Earnings Per Share
 
 
 
 
Basic earnings per share (Note 10) (in dollars per share)
$ 0.17 2 3
$ 0.69 2
$ 1.69 2 3
$ 1.96 2
Basic weighted-average shares outstanding (Note 10) (in shares)
1,899 3
1,955 
1,915 3
1,964 
Diluted earnings per share (Note 10) (in dollars per share)
$ 0.17 2 3
$ 0.69 2
$ 1.69 2 3
$ 1.96 2
Diluted weighted-average shares outstanding (Note 10) (in shares)
2,386 3 4
2,448 4
2,406 3 4
2,462 4
Class B common stock
 
 
 
 
Earnings Per Share
 
 
 
 
Basic earnings per share (Note 10) (in dollars per share)
$ 0.29 2 3
$ 1.14 2
$ 2.79 2 3
$ 3.23 2
Basic weighted-average shares outstanding (Note 10) (in shares)
245 3
245 
245 3
245 
Diluted earnings per share (Note 10) (in dollars per share)
$ 0.28 2 3
$ 1.14 2
$ 2.78 2 3
$ 3.22 2
Diluted weighted-average shares outstanding (Note 10) (in shares)
245 3
245 
245 3
245 
Class C common stock
 
 
 
 
Earnings Per Share
 
 
 
 
Basic earnings per share (Note 10) (in dollars per share)
$ 0.69 2 3
$ 2.78 2
$ 6.76 2 3
$ 7.84 2
Basic weighted-average shares outstanding (Note 10) (in shares)
18 3
20 
19 3
21 
Diluted earnings per share (Note 10) (in dollars per share)
$ 0.69 2 3
$ 2.77 2
$ 6.75 2 3
$ 7.82 2
Diluted weighted-average shares outstanding (Note 10) (in shares)
18 3
20 
19 3
21 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net income
$ 412 1
$ 1,697 
$ 4,060 1
$ 4,816 
Investment securities, available-for-sale:
 
 
 
 
Net unrealized (loss) gain
(18)
(2)
42 
(21)
Income tax effect
8 
1 
(15)
8 
Reclassification adjustment for net gain realized in net income
0 
0 
(3)
(21)
Income tax effect
0 
0 
1 
8 
Defined benefit pension and other postretirement plans:
 
 
 
 
Net unrealized actuarial gain and prior service credit
0 
0 
61 
0 
Income tax effect
0 
0 
(23)
0 
Amortization of actuarial gain and prior service credit realized in net income
0 
(3)
(5)
(3)
Income tax effect
0 
1 
2 
1 
Derivative instruments classified as cash flow hedges:
 
 
 
 
Net unrealized (loss) gain
(22)
(10)
(60)
118 
Income tax effect
3 
4 
9 
(33)
Reclassification adjustment for net gain realized in net income
(22)
(35)
(107)
(61)
Income tax effect
8 
9 
33 
16 
Foreign currency translation adjustments
(404)
0 
(404)
1 
Other comprehensive (loss) income, net of tax
(447)
(35)
(469)
13 
Comprehensive (loss) income
$ (35)
$ 1,662 
$ 3,591 
$ 4,829 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $)
In Millions, unless otherwise specified
Total
USD ($)
Preferred Stock
USD ($)
Treasury Stock
USD ($)
Right to Recover for Covered Losses
USD ($)
Additional Paid-in Capital
USD ($)
Accumulated Income
USD ($)
Accumulated Other Comprehensive Loss
USD ($)
Series B Preferred Stock
Preferred Stock
Series C Preferred Stock
Preferred Stock
Class A common stock
Common Stock
Class B common stock
Common Stock
Class C common stock
Common Stock
Beginning Balance at Sep. 30, 2015
$ 29,842 
$ 0 
$ 0 
$ 0 
$ 18,073 
$ 11,843 
$ (74)
 
 
 
 
 
Beginning Balance (in shares) at Sep. 30, 2015
 
 
 
 
 
 
 
0 1
0 1
1,950 
245 
20 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
Net income
4,060 2
 
 
 
 
4,060 
 
 
 
 
 
 
Other comprehensive loss, net of tax
(469)
 
 
 
 
 
(469)
 
 
 
 
 
Comprehensive (loss) income
3,591 
 
 
 
 
 
 
 
 
 
 
 
Issuance of preferred stock (Note 2 and Note 9) (in shares)1
 
 
 
 
 
 
 
2 
3 
 
 
 
Issuance of preferred stock (Note 2 and Note 9)
5,717 
5,717 
 
 
 
 
 
 
 
 
 
 
VE territory covered losses incurred (Note 3)
(25)
 
 
(25)
 
 
 
 
 
 
 
 
Class C common stock held by Visa Europe, a wholly-owned subsidiary of Visa Inc. (Note 2 and Note 9) (in shares)
 
 
 
 
 
 
 
 
 
 
 
(1)
Class C common stock held by Visa Europe, a wholly-owned subsidiary of Visa Inc. (Note 2 and Note 9)
(170)
 
(170)
 
 
 
 
 
 
 
 
 
Conversion of class C common stock upon sale into public market (in shares)
 
 
 
 
 
 
 
 
 
8 
 
(2)
Issuance and vesting of restricted stock and performance-based shares (in shares)
 
 
 
 
 
 
 
 
 
2 
 
 
Issuance and vesting of restricted stock and performance-based shares
0 
 
 
 
 
 
 
 
 
 
 
 
Share-based compensation, net of forfeitures (Note 11) (in shares)3
 
 
 
 
 
 
 
 
 
0 
 
 
Share-based compensation, net of forfeitures (Note 11)
152 
 
 
 
152 
 
 
 
 
 
 
 
Restricted stock and performance-based shares settled in cash for taxes (shares)
 
 
 
 
 
 
 
 
 
(1)
 
 
Restricted stock and performance-based shares settled in cash for taxes
(89)
 
 
 
(89)
 
 
 
 
 
 
 
Excess tax benefit for share-based compensation
51 
 
 
 
51 
 
 
 
 
 
 
 
Cash proceeds from issuance of common stock under equity plans (in shares)
 
 
 
 
 
 
 
 
 
2 
 
 
Cash proceeds from issuance of common stock under employee equity plans
69 
 
 
 
69 
 
 
 
 
 
 
 
Cash dividends declared and paid, at a quarterly amount of $0.14 per as-converted share (Note 9)
(1,011)
 
 
 
 
(1,011)
 
 
 
 
 
 
Repurchase of class A common stock (Note 9) (in shares)
(70)4 5
 
 
 
 
 
 
 
 
(70)
 
 
Repurchase of class A common stock (Note 9)
(5,300)5
 
 
 
(742)
(4,558)
 
 
 
 
 
 
Ending Balance at Jun. 30, 2016
$ 32,827 
$ 5,717 
$ (170)
$ (25)
$ 17,514 
$ 10,334 
$ (543)
 
 
 
 
 
Ending Balance (in shares) at Jun. 30, 2016
 
 
 
 
 
 
 
2 1
3 1
1,891 
245 
17 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical)
9 Months Ended
Jun. 30, 2016
Dividends, Common Stock, Cash
$ 0.14 
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions, unless otherwise specified
9 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Operating Activities
 
 
Net income
$ 4,060 1
$ 4,816 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Client incentives
2,416 
2,059 
Fair value adjustment for the Visa Europe put option
(255)
110 
Share-based compensation
152 
139 
Excess tax benefit for share-based compensation
(51)
(78)
Depreciation and amortization of property, equipment, technology and intangible assets
361 1
375 
Deferred income taxes
(603)
196 
Litigation provision
1 1
3 
Other
43 
15 
Change in operating assets and liabilities:
 
 
Settlement receivable
332 
82 
Accounts receivable
(92)
(64)
Client incentives
(2,638)
(2,093)
Other assets
(552)
(342)
Accounts payable
(35)
(52)
Settlement payable
(368)
(95)
Accrued and other liabilities
398 
141 
Accrued litigation (Note 13)
(47)
(362)
Net cash provided by operating activities
3,122 
4,850 
Investing Activities
 
 
Purchases of property, equipment, technology and intangible assets
(382)
(276)
Proceeds from sales of property, equipment and technology
0 
10 
Investment securities, available-for-sale:
 
 
Purchases
(26,883)
(2,315)
Proceeds from maturities and sales
26,193 
1,410 
Acquisitions, net of $2.8 billion cash received from Visa Europe (Note 2)
(9,082)
(93)
Purchases of / contributions to other investments
(9)
(22)
Proceeds / distributions from other investments
4 
10 
Net cash used in investing activities
(10,159)
(1,276)
Financing Activities
 
 
Dividends paid (Note 9)
(1,011)
(885)
Proceeds from issuance of senior notes (Note 5)
15,971 
0 
Debt issuance costs (Note 5)
(98)
0 
Payments from litigation escrow account—U.S. retrospective responsibility plan (Note 3 and Note 13)
45 
355 
Cash proceeds from issuance of common stock under employee equity plans
69 
68 
Restricted stock and performance-based shares settled in cash for taxes
(89)
(105)
Excess tax benefit for share-based compensation
51 
78 
Net cash provided by (used in) financing activities
9,468 
(3,399)
Effect of exchange rate changes on cash and cash equivalents
(62)
1 
Increase in cash and cash equivalents
2,369 
176 
Cash and cash equivalents at beginning of year
3,518 
1,971 
Cash and cash equivalents at end of period
5,887 
2,147 
Supplemental Disclosure
 
 
Series B and C convertible participating preferred stock issued in Visa Europe acquisition (Note 2)
5,717 
0 
Deferred purchase consideration recorded for Visa Europe acquisition (Note 2)
1,236 
0 
Income taxes paid, net of refunds
2,043 
1,892 
Interest payments on debt
244 
0 
Accruals related to purchases of property, equipment, technology and intangible assets
29 
67 
Class A common stock
 
 
Financing Activities
 
 
Repurchase of class A common stock (Note 9)
(5,300)
(2,910)
Class C common stock
 
 
Financing Activities
 
 
Repurchase of class A common stock (Note 9)
$ (170)
$ 0 
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $)
In Billions, unless otherwise specified
9 Months Ended
Jun. 30, 2016
Statement of Cash Flows [Abstract]
 
Acquisitions, received from Visa Europe
$ 2.8 
Summary of Significant Accounting Policies
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 Europe Limited ("Visa Europe"), 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. Visa also offers a growing suite of innovative digital, eCommerce and mobile products and services. 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.
On June 21, 2016, the Company acquired 100% of the share capital of Visa Europe. The Company's unaudited consolidated balance sheets reflect preliminary balances of Visa Europe as of June 30, 2016, pending final valuation. The Company's unaudited consolidated statements of operations do not reflect the financial results of Visa Europe for the 10 days from the acquisition date through June 30, 2016 as the impact is immaterial. The functional currency of Visa Europe is the euro. Translation from the euro to the U.S. dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate for the period. Resulting translation adjustments are reported as a component of accumulated other comprehensive income or loss on the unaudited consolidated balance sheets. These translation adjustments are partially offset by changes in the euro-denominated deferred cash consideration liability of $1.2 billion, attributable to the change in exchange rates at the end of each reporting period, which has been designated as a hedge against the Company's euro-denominated net investment in Visa Europe. See Note 2—Visa Europe and Note 8—Derivative and Non-derivative Financial Instruments. Changes in the euro exchange rate against the U.S. dollar from the acquisition date of June 21, 2016 to the balance sheet date of June 30, 2016 resulted in net foreign currency translation adjustments of $404 million.
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, 2015 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 April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, which simplifies the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The standard impacts presentation only. The Company elected to early adopt the standard effective October 1, 2015 and the carrying amount of the Company's debt liability is presented net of issuance costs on the unaudited consolidated financial statements. Also see Note 5—Debt.
In September 2015, the FASB issued ASU No. 2015-16, which simplifies the accounting for post-acquisition adjustments by eliminating the requirement to retrospectively account for the adjustments made to provisional amounts recognized in a business combination. The Company elected to early adopt this guidance on a prospective basis effective October 1, 2015. The adoption did not have a material impact on the consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, which simplifies the presentation of deferred income taxes by requiring that deferred tax assets and liabilities be presented as non-current. The standard impacts presentation only. The Company elected to early adopt the standard on a retrospective basis effective October 1, 2015 and all deferred tax assets and liabilities are classified as non-current. Previously, current deferred tax assets had been presented separately and current deferred tax liabilities had been included in accrued liabilities on the consolidated balance sheets. All prior period amounts within the consolidated financial statements have been reclassified to conform to current period presentation. The reclassification did not affect the Company's total equity, operating revenues, net income, comprehensive income or cash flows as of and for the periods presented.
In January 2016, the FASB issued ASU 2016-01, which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. The Company will adopt the standard effective October 1, 2018. The adoption is not expected to have a material impact on the consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, which requires the recognition of lease assets and lease liabilities arising from operating leases in the statement of financial position. The Company will adopt the standard effective October 1, 2019 and does not anticipate that this new accounting guidance will have a material impact on its consolidated statement of operations. The Company estimates the value of leased assets and liabilities that may be recognized could be in the hundreds of millions of dollars. The actual impact will depend on the Company's lease portfolio at the time of adoption.
In March 2016, the FASB issued ASU 2016-05, which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815, Derivatives and Hedging, does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The Company will adopt the standard effective October 1, 2017. The adoption is not expected to have a material impact on the consolidated financial statements.
In March 2016, the FASB issued ASU 2016-06, which clarifies the requirements for assessing whether contingent call/put options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment is required to assess the embedded call/put options solely in accordance with a four-step decision sequence. The Company will adopt the standard effective October 1, 2017. The adoption is not expected to have a material impact on the consolidated financial statements.
In March 2016, the FASB issued ASU 2016-07, which eliminates the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The equity method investor is required to add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The Company will adopt the standard effective October 1, 2017. The adoption is not expected to have a material impact on the consolidated financial statements.
In March 2016, the FASB issued ASU 2016-08, which clarifies the implementation guidance on principal versus agent considerations under the new revenue recognition standard, ASU 2014-09, Revenue from Contracts with Customers. In April 2016, the FASB issued ASU 2016-10, which clarifies the implementation guidance on identifying promised goods or services and on determining whether an entity's promise to grant a license with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU 2016-11, which rescinds certain SEC staff observer comments upon adoption of ASU 2014-09, including the SEC comments related to consideration given by a vendor to a customer. In May 2016, the FASB also issued ASU 2016-12, which provides narrow scope improvements and technical expedients on assessing collectibility, presentation of sales taxes, evaluating contract modifications and completed contracts at transition and the disclosure requirement for the effect of the accounting change for the period of adoption. The Company will adopt the standard effective October 1, 2018. The Company is still evaluating the full effect that ASU 2014-09 and all of its related subsequent updates will have on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees' maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. The Company is evaluating the full effect that ASU 2016-09 will have on its consolidated financial statements and will early adopt the standard effective October 1, 2016.
In May 2016, the FASB issued ASU 2016-13, which amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. The amendment requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. The amendment in this update also requires that credit losses on available-for-sale debt securities be presented as an allowance rather than as a write-down. The measurement of credit losses for newly recognized financial assets and subsequent changes in the allowance for credit losses are recorded in the statement of income. The Company is evaluating the full effect that ASU 2016-13 will have on its consolidated financial statements and will adopt the standard effective October 1, 2020.
Visa Europe
Visa Europe
Note 2—Visa Europe
On June 21, 2016, the Company acquired 100% of the share capital of Visa Europe, a payments technology business. The acquisition positions Visa to create additional value through increased scale, efficiencies realized by the integration of both businesses, and benefits related to Visa Europe's transition from an association to a for-profit enterprise. At the closing of the transaction (the "Closing"), the Company:
•
paid up-front cash consideration of €12.2 billion ($13.9 billion);
•
issued preferred stock of the Company convertible upon certain conditions into approximately 79 million shares of class A common stock of the Company, as described below, equivalent to a value of €5.3 billion ($6.1 billion) at the closing stock price of $77.33 on June 21, 2016; and
•
agreed to pay an additional €1.0 billion, plus 4% compound annual interest, on the third anniversary of the Closing.
Preferred stock. In connection with the transaction, three new series of preferred stock of the Company were created:
•
series A convertible participating preferred stock, par value $0.0001 per share, which is generally designed to be economically equivalent to the Company’s class A common stock (the “class A equivalent preferred stock”);
•
series B convertible participating preferred stock, par value $0.0001 per share (the “U.K.&I preferred stock”); and
•
series C convertible participating preferred stock, par value $0.0001 per share (the “Europe preferred stock”).
The Company issued 2,480,466 shares of U.K.&I preferred stock to Visa Europe’s member financial institutions in the United Kingdom and Ireland entitled to receive preferred stock at the Closing, and 3,156,823 shares of Europe preferred stock to Visa Europe’s other member financial institutions entitled to receive preferred stock at the Closing. Under certain conditions described below, the U.K.&I and Europe preferred stock is convertible into shares of class A common stock or class A equivalent preferred stock, at an initial conversion rate of 13.952 shares of class A common stock for each share of U.K.&I preferred stock and Europe preferred stock. The conversion rates may be reduced from time to time to offset certain liabilities, if any, which may be incurred by the Company, Visa Europe or their affiliates as a result of certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory, where, generally, the relevant claims (and resultant liabilities and losses) relate to the period before the Closing. Only seventy percent of such liabilities may be offset where the liability arises from a claim related to inter-regional multilateral interchange fees applied to transactions where the issuer is located outside the Visa Europe territory while the merchant outlet is located within the Visa Europe territory. A reduction in the conversion rates of the U.K.&I preferred stock and the Europe preferred stock have the same economic effect on diluted class A common stock earnings per share as repurchasing the Company's class A common stock because it reduces the as-converted class A common stock share count. Additionally, the shares of U.K.&I and Europe preferred stock are subject to restrictions on transfer and may become convertible in stages based on developments in the existing and potential litigation. The shares of U.K.&I and Europe preferred stock will become fully convertible on the 12th anniversary of the Closing, subject only to a holdback to cover any then-pending claims. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
The holders of the U.K.&I and Europe preferred stock have no right to vote on any matters, except for certain defined matters, including, in specified circumstances, any consolidation, merger or combination of the Company. Holders of the class A equivalent preferred stock, upon issuance at conversion, will have similar voting rights to the rights of the holders of the U.K.&I and Europe preferred stock. With respect to those limited matters on which the holders of preferred stock may vote, approval by the holders of the preferred stock requires the affirmative vote of the outstanding voting power of each such series of preferred stock, each such series voting as a single class. Upon issuance, all three series of preferred stock will participate on an as-converted basis in regular quarterly cash dividends declared on the Company's class A common stock.
U.K. loss sharing agreement. On November 2, 2015, the Company, Visa Europe and certain of Visa Europe’s member financial institutions located in the United Kingdom (the “U.K. LSA members”) entered into a loss sharing agreement (the “U.K. loss sharing agreement”). Each of the U.K. LSA members has agreed, on a several and not joint basis, to compensate the Company for certain losses which may be incurred by the Company, Visa Europe or their affiliates as a result of certain existing and potential litigation relating to the setting and implementation of domestic multilateral interchange fee rates in the United Kingdom prior to the Closing (the "U.K. covered claims"), subject to the terms and conditions set forth therein and, with respect to each U.K. LSA member, up to a maximum amount of the up-front cash consideration to be received by such U.K. LSA member. The U.K. LSA members’ obligations under the U.K. loss sharing agreement are conditional upon, among other things, either (a) losses valued in excess of the sterling equivalent at the Closing of €1.0 billion having arisen in U.K covered claims (and such losses having reduced the conversion rate of the U.K.&I preferred stock accordingly), or (b) the conversion rate of the U.K.&I preferred stock having been reduced to zero pursuant to losses arising in claims relating to multilateral interchange fee rate setting in the Visa Europe territory. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
Litigation management deed. On June 21, 2016, the Company and Visa Europe entered into a litigation management deed (the "litigation management deed"), which sets forth the agreed upon procedures for the management of the existing and potential litigation, as described above, relating to the setting and implementation of multilateral interchange fee rates in the Visa Europe territory (the "VE territory covered litigation"), the allocation of losses resulting from the VE territory covered litigation ("VE territory covered losses") between the U.K.&I and Europe preferred stock, and any accelerated conversion or reduction in the conversion rate of the shares of U.K.&I and Europe preferred stock. The litigation management deed applies only to VE territory covered litigation (and resultant losses and liabilities). Subject to the terms and conditions set forth therein, the litigation management deed provides that the Company will generally control the conduct of the VE territory covered litigation, subject to certain obligations to report and consult with the newly established litigation management committees for VE territory covered litigation ("VE territory litigation management committees"). The VE territory litigation management committees, which are composed of representatives of certain Visa Europe members, have also been granted consent rights to approve certain material decisions in relation to the VE territory covered litigation.
Acquisition-related costs. The Company incurred $152 million of non-recurring operating expense upon the Closing. This amount is comprised of $60 million of transaction expenses recorded in professional fees, and $92 million of expense related to U.K. stamp duty, which was recorded in general and administrative expenses.
Accounting treatment for the acquisition. The following table details the purchase consideration:
 
Accounting Purchase Consideration
 
(in millions)
Cash payment
$
13,882

Fair value of preferred stock(1)
5,692

Total upfront consideration
$
19,574

Fair value of deferred cash consideration(2)
1,236

Total consideration before adjustments
$
20,810

Less: Visa Europe Framework Agreement loss(3)
(1,856
)
Less: treasury stock(4)
(170
)
Total accounting purchase consideration
$
18,784

(1) 
The fair value of preferred stock was determined based on its as-converted value of $6.1 billion on June 21, 2016, less a 6% discount for illiquidity as these shares are subject to limitations on transferability. The fair value was also adjusted to reflect $25 million of "right to recover for covered losses" related to VE territory covered losses prior to the Closing. See Note 13—Legal Matters.
(2) 
This amount reflects the fair value of deferred cash consideration of €1.0 billion, plus 4% compound annual interest, payable on the third anniversary of the Closing, discounted at a rate of 1.2%.
Total consideration has been adjusted to account for the following items to arrive at the accounting purchase consideration:

(3) 
the loss upon consummation of the transaction resulting from the effective settlement of the Framework Agreement between Visa and Visa Europe. The Visa Europe Framework Agreement provided Visa Europe with a perpetual, exclusive right to operate the Visa business in the European Union in exchange for a license fee paid to Visa. Under the terms of the Framework Agreement, the license fee paid by Visa Europe has increased modestly since inception in 2007, while the value of the Visa Europe business has increased at a greater rate. Using an income approach, the Company assessed the contractual terms and conditions of the Framework Agreement as compared to current market conditions and the historical and expected financial performance of Visa Europe. Based on the analysis performed, the Company determined that the terms were not at fair value as determined under U.S. GAAP at the Closing. The present value of the expected differential between payments required by the Framework Agreement and those that would be required if the contract were at fair value under U.S. GAAP was calculated over the Framework Agreement's contractual perpetual term, resulting in a loss of $1.9 billion recognized within operating expense in the Company's unaudited consolidated statement of operations during the third quarter of fiscal 2016, and a reduction to the purchase accounting consideration; and
(4) 
the fair value of the Visa class C common stock held by Visa Europe as of the Closing.
Due to the timing of the acquisition, total purchase consideration has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on a preliminary valuation analysis. These preliminary values may change in future reporting periods upon finalization of the valuation, which will occur no later than the third quarter of fiscal 2017.
The following table summarizes the preliminary purchase price allocation.
 
Preliminary Purchase Price Allocation
 
(in millions)
Current assets(1)
$
4,452

Non-current assets(2)
258

Current liabilities(3)
(2,745
)
Non-current liabilities(2)
(2,599
)
Tangible assets and liabilities
$
(634
)
Intangible assets — customer relationships and reacquired rights(2)
16,137

Goodwill(4)
3,281

Fair value of net assets acquired
$
18,784

(1) 
Current assets are largely comprised of cash and cash equivalents and settlement receivable.
(2) 
Intangible assets consist of customer relationships and reacquired rights, which have been valued as a single composite intangible asset as they are inextricably linked. These intangibles are considered indefinite-lived assets as the associated customer relationships have historically not experienced significant attrition, and the reacquired rights are based on the Framework Agreement, which has a perpetual term. Non-current assets and liabilities include deferred tax assets and liabilities that result in net deferred tax liabilities of $2.4 billion, which are primarily related to these indefinite-lived assets, and are not expected to be realized in the foreseeable future.
(3) 
Current liabilities assumed mainly include settlement payable, client incentives liabilities and accrued liabilities.
(4) 
The excess of purchase consideration over net assets acquired was recorded as goodwill, which represents the value that is expected from increased scale and synergies as a result of the integration of both businesses.
Actual and pro forma impact of acquisition. The Company did not include Visa Europe's financial results in the Company's unaudited consolidated statements of operations from the acquisition date, June 21, 2016, through June 30, 2016 as the impact is immaterial.
The following table presents unaudited supplemental pro forma information as if the acquisition and related issuance of senior notes had occurred on October 1, 2014. The pro forma financial information is not necessarily indicative of the Company's consolidated results of operations that would have been realized had the acquisition been completed on October 1, 2014, nor does it purport to project the future results of operations of the combined company or reflect any reorganizations, or cost or other operating synergies that may occur subsequent to the Closing. The actual results of operations of the combined company may differ significantly from the pro forma results presented here due to many factors.
 
Unaudited Pro Forma Consolidated Results
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(in millions, except per share data)
Net operating revenues
$
3,930

 
$
3,955

 
$
11,829

 
$
11,493

Net income
$
1,686

 
$
1,851

 
$
5,141

 
$
3,916

Diluted earnings per share
$
0.68

 
$
0.73

 
$
2.07

 
$
1.54


The unaudited pro forma financial information above reflects the following material pro forma adjustments:
•
conversion of Visa Europe's historical results of operations from euro to U.S. dollar, and from International Financial Reporting Standards to U.S. GAAP;
•
elimination of transactions between Visa and Visa Europe upon consolidation, primarily related to annual license and various other fees paid by Visa Europe to Visa in accordance with the Framework Agreement;
•
an increase in non-operating expense for additional interest expense and amortization of debt issuance costs resulting from the issuance of the $16.0 billion senior notes;
•
exclusion of a $255 million gain in the nine months ended June 30, 2016 and $110 million loss in the three months ended June 30, 2015 related to the revaluation of the Visa Europe put option(1); and
•
the inclusion of non-recurring amounts on October 1, 2014, the date the acquisition is presumed to have occurred for purposes of presenting pro forma results, and a corresponding reduction of these amounts in the period originally recognized, as follows:
◦
$1.9 billion Visa Europe Framework Agreement loss related to the effective settlement of the Framework Agreement recognized in the three months ended June 30, 2016;
◦
$152 million of acquisition-related costs for the three and nine months ended June 30, 2016;
◦
$145 million of foreign exchange gains related to euros held during the three months ended June 30, 2016; and
◦
$42 million of losses and $74 million of gains for the three and nine months ended June 30, 2016 related to currency forward contracts entered into to mitigate a portion of the foreign currency exchange rate risk associated with the upfront cash consideration.
(1) 
For purposes of preparing this pro forma financial information, the fair value of the Visa Europe put option is presumed to have been reduced to zero prior to October 1, 2014. Therefore, the Company did not include any gains associated with a write-down in the fair value of the Visa Europe put option liability in the unaudited pro forma net income for the nine months ended June 30, 2015.
The pro forma results also reflect the applicable tax impact of the pro forma adjustments. The taxes associated with the adjustments reflect the statutory tax rate in effect during the respective periods.
U.S. and Europe Retrospective Responsibility Plans
U.S. and Europe Retrospective Responsibility Plans
Note 3—U.S. and Europe Retrospective Responsibility Plans
U.S. Retrospective Responsibility Plan
Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, the U.S. covered litigation are paid. The balance of the escrow account was $1.0 billion at June 30, 2016 and $1.1 billion at September 30, 2015. The Company paid $45 million to opt-out merchants from the litigation escrow account during the nine months ended June 30, 2016 to settle their claims associated with the interchange multidistrict litigation. See Note 13—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 nine months ended June 30, 2016. See Note 13—Legal Matters.
Europe Retrospective Responsibility Plan
The Company obtained protection for VE territory covered losses through the U.K.&I and Europe preferred stock, the U.K. loss sharing agreement, and the litigation management deed, referred to as the "Europe retrospective responsibility plan." See Note 2—Visa Europe and Note 13—Legal Matters. The plan covers VE territory covered litigation (and resultant liabilities and losses) relating to the covered period, which generally refers to the period before the Closing. Visa's protection from the plan is further limited to seventy percent of any liabilities where the claim relates to inter-regional multilateral interchange fee rates where the issuer is located outside the Visa Europe territory, while the merchant is located within the Visa Europe territory. The plan does not protect the Company against all types of litigation in Europe, only the interchange litigation specifically covered by the plan's terms.
Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through a periodic adjustment to the class A common stock conversion rates applicable to the U.K.&I and Europe preferred stock. The total amount of protection available through the preferred stock component of the Europe retrospective responsibility plan is equivalent to the as-converted value of the preferred stock, which can be calculated at any point in time as the product of: (a) the outstanding number of shares of preferred stock; (b) the current conversion rate applicable to each class of preferred stock; and (c) Visa's class A common stock price. This amount differs from the value of the preferred stock recorded within stockholders' equity on the Company's unaudited consolidated balance sheet. The book value of the preferred stock reflects its historical value recorded at the Closing less VE territory covered losses recovered through a reduction of the applicable conversion rate. The book value does not reflect changes in the underlying class A common stock price subsequent to the Closing.
Visa Inc. net income will not be impacted by VE territory covered losses as long as the as-converted value of the preferred stock is greater than the covered loss. VE territory covered losses will be recorded when the loss is deemed to be probable and reasonably estimable, or in the case of attorney's fees, when incurred. Concurrently, the Company will record a reduction to stockholders' equity and operating expenses, which represents the Company's right to recover such losses through adjustments to the conversion rate applicable to the preferred stock. The reduction to stockholders' equity is recorded in a contra-equity account referred to as "right to recover for covered losses."
VE territory covered losses may be recorded before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than €20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in "right to recover for covered losses" as contra-equity will then be recorded against the book value of the preferred stock within stockholders' equity. As of June 30, 2016, the Company had recorded $25 million in the "right to recover for covered losses" related to VE territory covered losses incurred prior to the Closing.
The following table sets forth the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred shares recorded in stockholders' equity within the Company's unaudited consolidated balance sheet as of June 30, 2016(1):
 
June 30, 2016
 
As-Converted Value of Preferred Stock(2)
 
Book Value of Preferred Stock
 
(in millions)
U.K.&I preferred stock
$
2,567

 
$
2,516

Europe preferred stock
3,267

 
3,201

Total
$
5,834

 
$
5,717

Less: Right to recover for covered losses
(25
)
 
(25
)
Total recovery for covered losses available
$
5,809

 
$
5,692

(1) 
Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers.
(2) 
The as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the U.K.&I and Europe preferred stock outstanding, respectively, as of June 30, 2016; (b) the 13.952 class A common stock conversion rate applicable to both the U.K.&I and Europe preferred stock as of June 30, 2016; and (c) $74.17, Visa's class A common stock closing stock price as of June 30, 2016. Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.
Fair Value Measurements and Investments
Fair Value Measurements and Investments
Note 4—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
 
June 30,
2016
 
September 30,
2015
 
June 30,
2016
 
September 30,
2015
 
June 30,
2016
 
September 30,
2015
 
(in millions)
Assets
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents and restricted cash:
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
4,712

 
$
3,051

 
 
 
 
 
 
 
 
U.S. government-sponsored debt securities
 
 
 
 
$
80

 
$
280

 
 
 
 
Investment securities, trading:
 
 
 
 
 
 
 
 
 
 
 
Equity securities
69

 
66

 
 
 
 
 
 
 
 
Investment securities, available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
2,407

 
2,656

 
 
 
 
 
 
 
 
U.S. government-sponsored debt securities
 
 
 
 
3,836

 
2,615

 
 
 
 
Equity securities
41

 
4

 
 
 
 
 
 
 
 
Corporate debt securities
 
 
 
 
273

 
533

 
 
 
 
Auction rate securities
 
 
 
 
 
 
 
 
$
—

 
$
7

Prepaid and other current assets:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
163

 
76

 
 
 
 
Other assets:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
5

 
—

 
 
 
 
Total
$
7,229

 
$
5,777

 
$
4,357

 
$
3,504

 
$
—

 
$
7

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Accrued liabilities:
 
 
 
 
 
 
 
 
 
 
 
Visa Europe put option
 
 
 
 
 
 
 
 
$
—

 
$
255

Foreign exchange derivative instruments
 
 
 
 
$
258

 
$
13

 
 
 
 
Other liabilities:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
17

 
—

 
 
 
 
Total
$
—

 
$
—

 
$
275

 
$
13

 
$
—

 
$
255


There were no transfers between Level 1 and Level 2 assets during the nine months ended June 30, 2016 and 2015.
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. 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 nine months ended June 30, 2016.
Level 3 assets and liabilities measured at fair value on a recurring basis. Auction rate securities were classified as Level 3 due to a lack of trading in active markets and a lack of observable inputs in measuring fair value.
Visa Europe put option agreement. On June 21, 2016, the Company acquired 100% of the share capital of Visa Europe, effected by the Visa Europe board of directors' exercise of the amended Visa Europe put option. Therefore, the Visa Europe put option was contractually terminated as a result of the transaction. During the first quarter of fiscal 2016, the Company recorded a $255 million non-cash decrease in the fair value of the put option as non-operating income in the Company's unaudited consolidated statements of operations, reducing the fair value of the liability to zero.
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
significant impairments during the nine months ended June 30, 2016 or 2015. These investments totaled $45 million at June 30, 2016 and September 30, 2015 and are classified in other assets on the consolidated balance sheets.
Due to the completion of an initial public offering by one of the Company's investees during fiscal 2016, the Company reclassified equity securities previously accounted for as a cost method investment, with a carrying value of $4 million, to short-term available-for-sale investment securities. The fair value of this investment at June 30, 2016 was $38 million, resulting in the recognition of a pre-tax unrealized gain of $34 million in other comprehensive income.
Non-financial assets and liabilities. Long-lived assets such as goodwill, indefinite-lived intangible assets, finite-lived intangible assets, and property, equipment and technology are considered non-financial assets. The Company does not have any non-financial liabilities measured at fair value on a non-recurring basis. Finite-lived intangible assets primarily consist of customer relationships, trade names 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. The Company completed its annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2016, and concluded that there was no impairment. No recent events or changes in circumstances indicate that impairment existed at June 30, 2016.
Other Fair Value Disclosures
Long-term debt. In December 2015, the Company issued fixed-rate senior notes in an aggregate principal amount of $16.0 billion, with maturities ranging between 2 and 30 years. See Note 5—Debt. These debt instruments are measured at amortized cost on the Company's unaudited consolidated balance sheet at June 30, 2016. The fair value of these notes, 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. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy.
The following table presents the carrying amount and estimated fair value of the Company’s debt in order of maturity:
 
June 30, 2016
 
Carrying Amount
 
Estimated Fair Value
 
(in millions)
1.20% Senior Notes due December 2017
$
1,746

 
$
1,761

2.20% Senior Notes due December 2020
2,987

 
3,093

2.80% Senior Notes due December 2022
2,237

 
2,375

3.15% Senior Notes due December 2025
3,963

 
4,276

4.15% Senior Notes due December 2035
1,485

 
1,696

4.30% Senior Notes due December 2045
3,461

 
4,052

 
$
15,879

 
$
17,253


Other financial instruments not measured at fair value. The following financial instruments are not measured at     fair value on the Company's unaudited consolidated balance sheet at June 30, 2016, 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 June 30, 2016 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 $46 million in gross unrealized gains and $1 million in gross unrealized losses at June 30, 2016. The unrealized gains were primarily related to the Company's reclassified equity investment discussed above. There were $7 million gross unrealized gains and no gross unrealized losses at September 30, 2015. A majority of the Company's available-for-sale investment securities with stated maturities are due within one to two years.
Debt
Debt
Note 5—Debt
The Company had outstanding debt as follows:
 
June 30, 2016
 
 
 
Principal Amount
 
Unamortized Discounts and Debt Issuance Costs
 
Carrying Amount
 
Effective Interest Rate
 
(in millions, except percentages)
1.20% Senior Notes due December 2017 (the "2017 Notes")
$
1,750

 
$
(4
)
 
$
1,746

 
1.37
%
2.20% Senior Notes due December 2020 (the "2020 Notes")
3,000

 
(13
)
 
2,987

 
2.30
%
2.80% Senior Notes due December 2022 (the "2022 Notes")
2,250

 
(13
)
 
2,237

 
2.89
%
3.15% Senior Notes due December 2025 (the "2025 Notes")
4,000

 
(37
)
 
3,963

 
3.26
%
4.15% Senior Notes due December 2035 (the "2035 Notes")
1,500

 
(15
)
 
1,485

 
4.23
%
4.30% Senior Notes due December 2045 (the "2045 Notes")
3,500

 
(39
)
 
3,461

 
4.37
%
Total long-term debt
$
16,000

 
$
(121
)
 
$
15,879

 
 

Senior Notes
In December 2015, the Company issued fixed-rate senior notes (the 2017 Notes, 2020 Notes, 2022 Notes, 2025 Notes, 2035 Notes and 2045 Notes, or collectively, the "Notes") in conjunction with the acquisition of Visa Europe, in an aggregate principal amount of $16.0 billion, with maturities ranging between 2 and 30 years. Interest on the Notes, at a rate ranging between 1.20% and 4.30%, is payable semi-annually on June 14 and December 14 of each year, commencing June 14, 2016. The Company recognized related interest expense of $125 million and $274 million for the three and nine months ended June 30, 2016, respectively, as non-operating expense. The net aggregate proceeds from the issuance of the Notes, after deducting discounts and debt issuance costs, were $15.9 billion. The discounts and debt issuance costs are amortized over the respective term of each note using the effective interest method. The indenture governing the Notes contains customary event of default provisions. The Notes are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company's existing and future unsecured and unsubordinated debt. The Notes are not secured by any assets of the Company and are not guaranteed by any of the Company's subsidiaries. The Company was in compliance with all related covenants as of June 30, 2016.
Each series of the Notes may be redeemed as a whole or in part, at the Company’s option at any time, prior to, with respect to the 2017 Notes, their maturity date, and with respect to the 2020 Notes, the 2022 Notes, the 2025 Notes, the 2035 Notes and the 2045 Notes, the applicable par call date (as set forth in the table below), at a price equal to the greater of:
•
100% of the principal amount of such Notes; and
•
the sum of the present value of the remaining scheduled payments of principal and interest through the maturity or par call date for each of the Notes below at the treasury rate defined under the terms of the Notes, plus the applicable spread for such Notes (as set forth in the table below),
plus, in each case, accrued and unpaid interest to, but excluding, the date of redemption.
Series
 
Maturity/Par Call Date
 
Spread
2017 Notes
 
December 14, 2017
 
5 bps
2020 Notes
 
November 14, 2020
 
10 bps
2022 Notes
 
October 14, 2022
 
12.5 bps
2025 Notes
 
September 14, 2025
 
15 bps
2035 Notes
 
June 14, 2035
 
20 bps
2045 Notes
 
June 14, 2045
 
20 bps

On or after the applicable par call date, the Notes, except the 2017 Notes, may be redeemed as a whole or in part, at the Company’s option at any time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued interest.
Future principal payments on the Company's outstanding debt are as follows:
Fiscal Year
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
(in millions)
$
—

 
$
—

 
$
1,750

 
$
—

 
$
—

 
$
14,250

 
$
16,000


Credit Facility Renewal. On January 27, 2016, the Company, Visa International Service Association and Visa U.S.A. Inc. (collectively, the "Borrowers") entered into a 5-year, unsecured $4.0 billion revolving credit facility (the "Credit Facility") with Bank of America, N.A., as administrative agent and the lenders party thereto. JP Morgan 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., HSBC Bank USA, N.A., Royal Bank of Canada, Standard Chartered Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., U.S. Bank National Association, Wells Fargo Bank, National Association, Deutsche Bank Securities Inc. and Toronto Dominion (New York) LLC, acted as Documentation Agents; and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of China, Los Angeles Branch, Barclays Bank PLC, Citigroup Global Markets, Inc., HSBC Bank USA, N.A., RBC Capital Markets, Standard Chartered Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., U.S. Bank National Association, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and TD Securities (USA) LLC, acted as joint lead arrangers and joint book runners. The Credit Facility, which expires on January 27, 2021, replaced the Company's prior $3.0 billion credit facility, which expired on January 27, 2016.
The Credit Facility provides the Borrowers with a borrowing capacity of up to $4.0 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 and U.K.&I and Europe preferred stock, certain of the Borrowers' customers and their affiliates.
Pension and Other Postretirement Benefits
Pension and Other Postretirement Benefits
Note 6—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 U.S. The Company also sponsors other pension benefit plans that provide benefits for internationally-based employees at certain non-U.S. locations, which are not presented below as they are not material.
As a result of the acquisition of Visa Europe, the Company assumed the obligations related to Visa Europe's defined benefit plan, which primarily consists of the U.K. funded and unfunded pension plans, under which retirement benefits are provided based on the participants' final pensionable pay. Currently, Visa Europe U.K. pension plans are closed to new entrants, but future benefits continue to accrue for active participants. The amounts and disclosures presented below do not include Visa Europe pension plans as the net periodic pension cost for this quarter is not material.
In October 2015, the Company's board of directors approved an amendment of the U.S. qualified defined benefit pension plan such that the Company discontinued employer provided credits after December 31, 2015. Plan participants continue to earn interest credits on existing balances at the time of the freeze. As a result, a curtailment gain totaling $8 million was recognized as part of the Company's net periodic benefit cost. The Company also recorded a net unrealized actuarial gain of $56 million from the remeasurement of its pension plan in the first quarter of fiscal 2016 within other comprehensive income.
The components of net periodic benefit cost, excluding Visa Europe's defined benefit plan, are as follows:
 
Pension Benefits
 
Other Postretirement Benefits
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2016
 
2015
 
2016

2015
 
2016
 
2015
 
2016
 
2015
 
(in millions)
Service cost
$
—

 
$
12

 
$
13

 
$
35

 
$
—

 
$
—

 
$
—

 
$
—

Interest cost
9

 
10

 
30

 
30

 
—

 
—

 
—

 
—

Expected return on assets
(17
)
 
(18
)
 
(52
)
 
(54
)
 
—

 
—

 
—

 
—

Amortization of:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       Prior service credit
—

 
(2
)
 
(1
)
 
(5
)
 
—

 
—

 
(2
)
 
(2
)
       Actuarial loss (gain)
2

 
—

 
6

 
—

 
(1
)
 
(1
)
 
(1
)
 
(1
)
Curtailment gain
—

 
—

 
(8
)
 
—

 
—

 
—

 
—

 
—

Settlement loss
—

 
1

 
—

 
5

 
—

 
—

 
—

 
—

Total net periodic benefit cost
$
(6
)
 
$
3

 
$
(12
)
 
$
11

 
$
(1
)
 
$
(1
)
 
$
(3
)
 
$
(3
)
Settlement Guarantee Management
Settlement Guarantee Management
Note 7—Settlement Guarantee Management
The Company indemnifies its clients for settlement losses suffered due to failure of any other clients to fund its settlement obligations in accordance with the Visa Rules. This indemnification 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 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 $64.0 billion for the quarter ended June 30, 2016, including Visa Europe, compared to $43.5 billion for the quarter ended September 30, 2015. Of these amounts, $2.8 billion and $2.2 billion were covered by collateral at June 30, 2016 and September 30, 2015, respectively.
The Company maintained collateral as follows:

June 30,
2016
 
September 30,
2015
 
(in millions)
Cash equivalents
$
1,266

 
$
1,023

Pledged securities at market value
159

 
154

Letters of credit
1,275

 
1,178

Guarantees
1,365

 
971

Total
$
4,065

 
$
3,326


The balances above included collateral held by Visa Europe as follows:
 
June 30,
2016
 
(in millions)
Cash equivalents (1)
$
233

Pledged securities at market value
—

Letters of credit
164

Guarantees
326

Total
$
723

(1) 
Cash collateral held by Visa Europe is not included on the Company's unaudited consolidated balance sheet as its clients retain beneficial ownership and the cash is only accessible to the Company in the event of default by the client on its settlement obligations.
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 and $1 million at June 30, 2016 and September 30, 2015, respectively. These amounts are reflected in accrued liabilities on the consolidated balance sheets.
Derivative and Non-derivative Financial Instruments
Derivative Financial Instruments
Note 8—Derivative and Non-derivative Financial Instruments
Derivative Financial Instruments
The Company entered into currency forward contracts during the second and third quarters of fiscal 2016 to mitigate a portion of the foreign currency exchange rate risk associated with the upfront cash consideration paid in the Visa Europe acquisition. Subsequently, the Company entered into additional offsetting currency forward contracts to eliminate its risk-mitigation positions at June 30, 2016. All contracts outstanding at June 30, 2016 are set to mature during the fourth quarter of fiscal 2016. As these contracts are not designated in hedging relationships, related gains and losses are recorded directly in earnings as part of non-operating income. The Company recorded gains and losses related to these contracts as follows:
 
Three Months Ended
March 31, 2016
 
Three Months Ended
June 30, 2016
 
Nine Months Ended
June 30, 2016
 
(in millions)
Gains (losses) on currency forward contracts — Visa Europe acquisition
$
116

 
$
(42
)
 
$
74


The Company maintains a rolling cash flow hedge program with the objective of reducing foreign currency exchange rate risk from forecasted net exposures of revenues derived from and payments made in non-functional currencies during the following twelve months. The aggregate notional amount of the Company's derivative contracts outstanding in its hedge program was $1.6 billion at June 30, 2016 and $1.2 billion at September 30, 2015. The increase in the aggregate notional amounts of the Company's derivative contracts includes the addition of $202 million notional of derivative contracts entered into for Visa Europe after the Closing.
The Company utilizes foreign exchange derivative contracts to hedge against foreign currency exchange rate fluctuations related to certain monetary assets and liabilities denominated in foreign currency held by Visa Europe. As of June 30, 2016, the aggregate notional amount of these balance sheet hedges was $900 million. The Company did not have any balance sheet hedges outstanding at September 30, 2015. Gains and losses on the derivative contracts partially offset gains and losses on the hedged monetary assets and liabilities denominated in foreign currency. These amounts are recorded in general and administrative expense in the Company's unaudited consolidated statement of operations as these instruments are not designated for hedge accounting.
Non-derivative Financial Instrument Designated as a Net Investment Hedge
The Company designated the euro-denominated deferred cash consideration liability of $1.2 billion (see Note 2—Visa Europe), a non-derivative financial instrument, as a hedge against a portion of the foreign currency exchange rate exposure of the Company's euro-denominated net investment of $18.8 billion in Visa Europe. Changes in the value of the deferred cash consideration liability, attributable to the change in exchange rates at the end of each reporting period, partially offset the foreign currency translation of the Company's net investment recorded in accumulated other comprehensive income in the Company's unaudited consolidated balance sheet.
Stockholders' Equity
Stockholders' Equity
Note 9—Stockholders' Equity
Visa Europe acquisition. In connection with the Visa Europe acquisition, three new series of preferred stock of the Company were created. Upon issuance, all three series of preferred stock participate on an as-converted basis in regular quarterly cash dividends declared on the Company's class A common stock. Additionally, Visa Europe holds shares of Visa Inc.'s class C common stock, which were treated as treasury stock in purchase accounting. See Note 2—Visa Europe.
As-Converted Class A Common Stock. The U.K.&I and Europe preferred stock, issued in the Visa Europe acquisition, is convertible upon certain conditions into shares of class A common stock or class A equivalent preferred stock, at an initial conversion rate of 13.952 shares of class A common stock for each share of U.K.&I preferred stock and Europe preferred stock. The conversion rates may be reduced from time to time to offset certain liabilities. See Note 2—Visa Europe and Note 3—U.S. and Europe Retrospective Responsibility Plans.
The number of shares of each series and class and the number of shares of class A common stock on an as-converted basis at June 30, 2016, are as follows:
(in millions, except conversion rates)
Shares Outstanding
 
Conversion Rate
Into Class A
Common Stock
 
As-converted Class A Common
Stock(1)
U.K.&I preferred stock
2

 
13.9520

 
35

Europe preferred stock
3

 
13.9520

 
44

Class A common stock (2)
1,891

 
—

 
1,891

Class B common stock
245

 
1.6483

(3) 
405

Class C common stock
17

 
4.0000

 
67

Total
 
 
 
 
2,442


(1) 
Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.
(2) 
Class A common stock shares outstanding reflect repurchases settled on or before June 30, 2016. The Company repurchased an additional 2 million shares at the end of June, which did not settle until July 2016.
(3) 
The class B to class A common stock conversion rate is presented on a rounded basis. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.
Common stock repurchases. The following table presents share repurchases in the open market.(1)  
(in millions, except per share data)
Three Months Ended
June 30, 2016
 
Nine Months Ended
June 30, 2016
Shares repurchased in the open market (2)
20

 
70

Average repurchase price per share (3)
$
77.74

 
$
76.11

Total cost
$
1,536

 
$
5,300

(1)  
Shares repurchased in the open market reflect repurchases settled on or before June 30, 2016. The Company repurchased an additional 2 million shares for $150 million at the end of June, which did not settle until July 2016.
(2) 
All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
(3) 
Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.
As of June 30, 2016, the October 2015 program had remaining authorized funds of $2.5 billion for share repurchase. All share repurchase programs authorized prior to October 2015 have been completed. In July 2016, the Company's board of directors authorized an additional $5.0 billion share repurchase program.
Visa Europe held approximately 550,000 shares of the Company's class C common stock valued at $170 million at the Closing, which was recorded as treasury stock at the time of the acquisition.
Dividends. In July 2016, the Company’s board of directors declared a quarterly cash dividend of $0.14 per share of class A common stock (determined in the case of class B and C common stock and U.K.&I and Europe preferred stock on an as-converted basis). The cash dividend will be paid on September 6, 2016, to all holders of record of the Company's common and preferred stock as of August 19, 2016. The Company declared and paid $335 million and $1.0 billion in dividends to holders of the Company's common stock during the three and nine months ended June 30, 2016, respectively.
Earnings Per Share
Earnings Per Share
Note 10—Earnings Per Share
Basic earnings per share is computed by dividing net income available to each class by the weighted-average number of shares of common stock outstanding and participating securities in the form of unvested restricted stock awards, unvested restricted stock units and unvested earned performance-based shares during the period. Net income is allocated to each class of common stock and participating securities based on its proportional ownership on an as-converted basis. The weighted-average number of shares of each class of common stock outstanding reflects changes in ownership over the periods presented. See Note 9—Stockholders' Equity.
Diluted earnings per share is computed by dividing net income available by the weighted-average number of shares of common stock outstanding, participating securities in the form of unvested restricted stock awards, unvested restricted stock units and unvested earned performance-based shares and, if dilutive, potential class A common stock equivalent shares outstanding during the period. Dilutive class A common stock equivalents may consist of: (1) shares of class A common stock issuable upon the conversion of class B and class C common stock based on the conversion rate in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options, the assumed purchase of stock under the Employee Stock Purchase Plan and the assumed vesting of unearned performance shares.
The following table presents earnings per share for the three months ended June 30, 2016.(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
$
329

 
1,899

 
$
0.17

 
 
$
412

 
2,386

(3) 
$
0.17

Class B common stock
70

 
245

 
$
0.29

 
 
$
70

 
245

 
$
0.28

Class C common stock
12

 
18

 
$
0.69

 
 
$
13

 
18

 
$
0.69

Participating securities(4),(5)
1

 
Not presented

 
Not presented

 
 
$
1

 
Not presented

 
Not presented

Net income
$
412

 
 
 
 
 
 
 
 
 
 
 
The following table presents earnings per share for the nine months ended June 30, 2016.(1)     
 
Basic Earnings Per Share
 
 
Diluted Earnings Per Share
 
(in millions, except per share data)
 
Income
Allocation
(A)(2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
 
 
Income
Allocation
(A)(2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
Class A common stock
$
3,238

 
1,915

 
$
1.69

 
 
$
4,060

 
2,406

(3) 
$
1.69

Class B common stock
684

 
245

 
$
2.79

 
 
$
683

 
245

 
$
2.78

Class C common stock
129

 
19

 
$
6.76

 
 
$
128

 
19

 
$
6.75

Participating securities(4),(5)
9

 
Not presented

 
Not presented

 
 
$
9

 
Not presented

 
Not presented

Net income
$
4,060

 
 
 
 
 
 
 
 
 
 
 
The following table presents earnings per share for the three months ended June 30, 2015.(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
$
1,358

 
1,955

 
$
0.69

 
 
$
1,697

 
2,448

(3) 
$
0.69

Class B common stock
281

 
245

 
$
1.14

 
 
$
281

 
245

 
$
1.14

Class C common stock
54

 
20

 
$
2.78

 
 
$
54

 
20

 
$
2.77

Participating securities(4)
4

 
Not presented

 
Not presented

 
 
$
4

 
Not presented

 
Not presented

Net income
$
1,697

 
 
 
 
 
 
 
 
 
 
 

The following table presents earnings per share for the nine months ended June 30, 2015.(1)    
 
Basic Earnings Per Share
 
 
Diluted Earnings Per Share
 
(in millions, except per share data)
 
Income
Allocation
(A)(2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
 
 
Income
Allocation
(A)(2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
Class A common stock
$
3,850

 
1,964

 
$
1.96

 
 
$
4,816

 
2,462

(3) 
$
1.96

Class B common stock
793

 
245

 
$
3.23

 
 
$
792

 
245

 
$
3.22

Class C common stock
161

 
21

 
$
7.84

 
 
$
161

 
21

 
$
7.82

Participating securities(4)
12

 
Not presented

 
Not presented

 
 
$
12

 
Not presented

 
Not presented

Net income
$
4,816

 
 
 
 
 
 
 
 
 
 
 

(1) 
Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.
(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 405 million for the three and nine months ended June 30, 2016 and 2015. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 73 million and 76 million for the three and nine months ended June 30, 2016, respectively, and 78 million and 82 million for the three and nine months ended June 30, 2015, respectively.
(3) 
Weighted-average diluted shares outstanding are calculated on an as-converted basis, and include incremental common stock equivalents, as calculated under the treasury stock method. The computation includes approximately 5 million common stock equivalents for the three and nine months ended June 30, 2016 and 2015, because their effect would be dilutive. The computation excludes 1 million of common stock equivalents for the three months ended June 30, 2016 and 2015, and 2 million of common stock equivalents for the nine months ended June 30, 2016 and 2015, because their effect would have been anti-dilutive.
(4) 
Participating securities include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, such as the Company's unvested restricted stock awards, unvested restricted stock units and unvested earned performance-based shares.
(5) 
U.K.&I and Europe preferred stock were issued as part of the purchase price consideration in connection with the Visa Europe acquisition and are convertible into a number of shares of class A common stock or class A equivalent preferred stock upon certain conditions. See Note 2—Visa Europe, Note 3—U.S. and Europe Retrospective Responsibility Plans and Note 9—Stockholders' Equity. The Company did not include Visa Europe's financial results in the Company's unaudited consolidated statements of operations from the acquisition date, June 21, 2016, through June 30, 2016 as the impact is immaterial. The dilutive impact of the U.K.&I and Europe preferred stock from June 21, 2016 through June 30, 2016 was also not included in the calculation of basic or diluted earnings per share as the effect is immaterial.
Share-based Compensation
Share-based Compensation
Note 11—Share-based Compensation
The Company granted the following equity awards to employees and non-employee directors under the 2007 Equity Incentive Compensation Plan during the nine months ended June 30, 2016:
 
Granted
 
Weighted-Average
Grant Date Fair
Value
 
Weighted-Average
Exercise Price
Non-qualified stock options
1,438,048

 
$
15.01

 
$
79.98

Restricted stock units ("RSUs")
2,530,628

 
$
79.87

 
 
Performance-based shares(1)
604,219

 
$
92.71

 
 

(1)  
Represents the maximum number of performance-based shares which could be earned.
The Company’s non-qualified stock options 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
Income Taxes
Note 12—Income Taxes
The effective income tax rates were 2% and 26% for the three and nine months ended June 30, 2016, respectively, and 22% and 28% for the three and nine months ended June 30, 2015, respectively. The effective tax rates for the three and nine months ended June 30, 2016 differ from the effective tax rates in the same periods in fiscal 2015 primarily due to:
•
a $693 million tax benefit related to a one-time $1.9 billion loss due to the effective settlement of the Framework Agreement between Visa and Visa Europe;
•
the non-taxable $255 million revaluation of the Visa Europe put option recorded in the quarter ended December 31, 2015; and
•
the absence of a one-time $239 million tax benefit resulting from the resolution of uncertain tax positions with taxing authorities in the quarter ended June 30, 2015.
During the three and nine months ended June 30, 2016, the Company's gross unrecognized tax benefits increased by $84 million and $135 million, respectively, of which $28 million and $81 million, respectively, would favorably impact the effective tax rate if recognized. The increase in gross unrecognized tax benefits is primarily related to various tax positions across several jurisdictions, including existing uncertain tax positions in Visa Europe. During the three and nine months ended June 30, 2016, the Company's accrued interest related to uncertain tax positions increased by $25 million and $32 million, respectively, and accrued penalties increased by $9 million and $10 million, respectively.
During fiscal 2013, the Canada Revenue Agency ("CRA") completed its examination of the Company's fiscal 2003 through 2009 Canadian tax returns and proposed certain assessments. Based on the findings of its examination, the CRA also proposed certain assessments to the Company's fiscal 2010 through 2015 Canadian tax returns. The Company filed notices of objection against these assessments and, in fiscal 2015, completed the appeals process without reaching a settlement with the CRA. In April 2016, the Company petitioned the Tax Court of Canada to overturn the CRA's assessments. The Company continues to believe that its income tax provision adequately reflects its obligations to the CRA.
The Company’s tax filings are subject to examination by the U.S. federal, state and foreign taxing authorities. The timing and outcome of the final resolutions of the various ongoing income tax examinations are highly uncertain. It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next twelve months.
In November 2015, the FASB issued Accounting Standards Update 2015-17, which simplifies the presentation of deferred income taxes by requiring that deferred tax assets and liabilities be presented as non-current. The standard impacts presentation only. The Company elected to early adopt the standard on a retrospective basis effective October 1, 2015 and all deferred tax assets and liabilities are classified as non-current on the Company's consolidated balance sheets. All prior period amounts have been reclassified to conform with the current period presentation.
Legal Matters
Legal Matters
Note 13—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 the activity related to accrued litigation.
 
Fiscal 2016
 
Fiscal 2015
 
(in millions)
Balance at October 1
$
1,024

 
$
1,456

Provision for legal matters
1

 
3

Payments on legal matters
(47
)
 
(362
)
Balance at June 30
$
978

 
$
1,097


U.S. Covered Litigation
Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. See Note 3—U.S. and Europe Retrospective Responsibility Plans. An accrual for the U.S. 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 total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance.
The following table summarizes the activity related to U.S. covered litigation.
 
Fiscal 2016
 
Fiscal 2015
 
(in millions)
Balance at October 1
$
1,023

 
$
1,449

Payments on covered litigation
(45
)
 
(355
)
Balance at June 30
$
978

 
$
1,094

Interchange Multidistrict Litigation (MDL)
On June 30, 2016, the U.S. Court of Appeals for the Second Circuit vacated the lower court's certification of the merchant class and reversed the approval of the settlement. The Second Circuit determined that the class plaintiffs were inadequately represented, and remanded the case to the lower court for further proceedings not inconsistent with its decision. Until the appeals process is complete, it is uncertain whether the Company will be able to resolve the class plaintiffs' claims as contemplated by the Settlement Agreement.
Consumer Interchange Litigation
On February 24, 2016, the MDL court denied plaintiffs' motion for reconsideration of the dismissal of plaintiffs' federal claim and dismissed plaintiffs' state law claim based on defendants' cross-motion for reconsideration. On March 4, 2016, plaintiffs filed a notice of appeal.
Interchange Opt-out Litigation
Beginning in May 2013, more than 60 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 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. Wal-Mart Stores Inc. and its subsidiaries filed an opt-out complaint that also adds Visa Europe Limited and Visa Europe Services Inc. as defendants.
A settlement agreement regarding all claims was reached with Wal-Mart Stores Inc. and its subsidiaries, which will terminate if, following all appeals, the MDL class settlement is reversed or vacated with respect to certification of the Rule 23 (b) (2) settlement class or the consideration provided to or release provided by that class. Including this settlement with Wal-Mart, as of the date of filing, Visa has reached settlement agreements with a number of merchants representing approximately 51% of the Visa-branded payment card sales volume of merchants who opted out. Except for the settlement with Wal-Mart, these settlement agreements remain effective despite the outcome of any appeals from the district court's order approving the settlement in the multidistrict interchange litigation.
On June 13, 2016, The Home Depot, Inc. and Home Depot U.S.A., Inc. filed suit against Visa Inc., Visa U.S.A., Visa International, MasterCard Incorporated, and MasterCard International Incorporated in the U.S. District Court for the Northern District of Georgia. The complaint pursues damages claims on allegations similar to those raised in MDL 1720, and further asserts that Visa has monopolized, attempted to monopolize, and conspired to monopolize debit card-related market segments. The complaint also alleges that Visa, MasterCard, and their member banks conspired to prevent the adoption of chip-and-PIN authentication in the U.S. and seeks an injunction against the fixed acquirer network fee. On July 6, 2016, Visa and MasterCard filed a motion with the Judicial Panel on Multidistrict Litigation to transfer the case to MDL 1720 for coordinated and consolidated pre-trial proceedings.
VE Territory Covered Litigation
Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Pursuant to that plan, the Company is entitled to recover VE territory covered losses through a periodic adjustment to the conversion rates applicable to the U.K.&I preferred stock and Europe preferred stock. Losses will be recorded by the Company when deemed to be probable and reasonably estimable. See Note 2—Visa Europe and Note 3—U.S. and Europe Retrospective Responsibility Plans.
U.K. Merchant Litigation
A total of approximately 75 merchants (together with subsidiary/affiliate companies) have now commenced proceedings against Visa Europe, Visa Inc. and Visa International relating to interchange rates in Europe.
Other Litigation
"Indirect Purchaser" Actions
On December 1, 2015, the objector's appeal from the trial court's order regarding the distribution of certain settlement funds was dismissed.
European Commission Proceedings
The February 26, 2014 decision by the European Commission ("EC") accepting Visa Europe's commitments on domestic interchange, cross-border interchange for credit card transactions within Europe, and cross-border acquiring within Europe, now binds Visa Inc. as a result of its acquisition of Visa Europe.
In 2013, the EC opened an investigation against Visa Europe, based on a complaint that alleged Visa Europe's pricing of and rules relating to Dynamic Currency Conversion (DCC) transactions infringe EU competition rules. This investigation is pending.
Canadian Competition Proceedings
Merchant Litigation. The court approved the settlement agreements entered into by the three named financial institutions, which are not significant Canadian issuers. A settlement with another financial institution, which was pending court approval, has been approved.
U.S. ATM Access Fee Litigation
On January 27, 2016, defendants filed petitions for writ of certiorari with the U.S. Supreme Court seeking review of the decisions of the U.S. Court of Appeals for the District of Columbia Circuit. On February 18, 2016, the National ATM Council moved for a preliminary injunction to prohibit Visa and MasterCard from imposing ATM access fee non-discrimination rules. On June 28, 2016, the U.S. Supreme Court granted defendants' petitions, and the district court issued an order on July 21, 2016, staying the cases pending the review by the U.S. Supreme Court.
Pulse Network
On December 17, 2015, the court denied Visa's motion to dismiss the complaint.
EMV Chip Liability Shift
On March 8, 2016, B&R Supermarket, Inc., d/b/a Milam’s Market, and Grove Liquors LLC filed a purported class action lawsuit against Visa Inc., Visa U.S.A., MasterCard, Discover, American Express, EMVCo, JCB, UnionPay, and certain financial institutions in the U.S. District Court for the Northern District of California. The complaint asserts that defendants, through EMVCo, conspired to shift liability for fraudulent, faulty or otherwise rejected consumer credit card transactions from defendants to the purported class of merchants. Plaintiffs claim that the so-called “Liability Shift” violates Section 1 and 3 of the Sherman Act and certain state laws, and seek treble damages, injunctive relief, and attorneys’ fees. On April 18, 2016, certain defendants filed motions to dismiss the complaint. On June 16, 2016, plaintiffs voluntarily dismissed without prejudice defendants JCB and UnionPay. On June 24, 2016, the court gave plaintiffs leave to amend the complaint, and deemed as moot the defendants' motions to dismiss. On July 15, 2016, plaintiffs filed an amended complaint which alleges, among other things, that the class consists of merchants throughout the United States who have been subject to the "Liability Shift" from October 2015 to the present.
Walmart Acceptance Agreement
On May 10, 2016, Wal-Mart Stores Inc. and various affiliates ("Walmart") filed a lawsuit against Visa U.S.A. in New York County Supreme Court. Walmart seeks a declaratory judgment that certain of its practices related to the acceptance of Visa debit cards did not previously and would not in the future constitute a breach of the acceptance agreement entered into between Walmart and Visa. Walmart also seeks attorneys' fees and a declaratory judgment that certain of Visa's actions violated the same agreement. On June 29, 2016, Visa answered the complaint and filed counterclaims seeking declaratory and injunctive relief, as well as costs and other remedies. In its counterclaims, Visa alleges that certain of Walmart's conduct and practices relating to the acceptance of Visa debit cards constitute a breach of the acceptance agreement and a breach of the implied duty of good faith and fair dealing, and that Walmart fraudulently induced Visa to enter into the acceptance agreement.
Kroger
On June 27, 2016, The Kroger Co. ("Kroger") filed a lawsuit against Visa Inc. in the U.S. District Court for the Southern District of Ohio. Kroger seeks a declaratory judgment that certain of Visa's rules related to the acceptance of Visa debit cards are inconsistent with the Durbin Amendment. Kroger also seeks damages and other relief related to certain state law claims.

Broadway Grill
On July 12, 2016, Broadway Grill, Inc. ("Broadway Grill"), on behalf of itself and a putative class of California merchants that have accepted Visa-branded cards since January 1, 2004, filed a lawsuit against Visa Inc., Visa International, and Visa U.S.A. in California state court. Based on allegations similar to those advanced by plaintiffs in MDL 1720, Broadway Grill pursues claims under California state antitrust and unfair business statutes. Broadway Grill seeks damages, costs, and other remedies. On July 18, 2016, the case was removed to the U.S. District Court for the Northern District of California. On July 22, 2016, Broadway Grill filed a motion to remand the case to California state court.
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 Europe Limited ("Visa Europe"), 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. Visa also offers a growing suite of innovative digital, eCommerce and mobile products and services. 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 
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.
On June 21, 2016, the Company acquired 100% of the share capital of Visa Europe. The Company's unaudited consolidated balance sheets reflect preliminary balances of Visa Europe as of June 30, 2016, pending final valuation. The Company's unaudited consolidated statements of operations do not reflect the financial results of Visa Europe for the 10 days from the acquisition date through June 30, 2016 as the impact is immaterial. The functional currency of Visa Europe is the euro. Translation from the euro to the U.S. dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate for the period. Resulting translation adjustments are reported as a component of accumulated other comprehensive income or loss on the unaudited consolidated balance sheets. These translation adjustments are partially offset by changes in the euro-denominated deferred cash consideration liability of $1.2 billion, attributable to the change in exchange rates at the end of each reporting period, which has been designated as a hedge against the Company's euro-denominated net investment in Visa Europe. See Note 2—Visa Europe and Note 8—Derivative and Non-derivative Financial Instruments. Changes in the euro exchange rate against the U.S. dollar from the acquisition date of June 21, 2016 to the balance sheet date of June 30, 2016 resulted in net foreign currency translation adjustments of $404 million.
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, 2015 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 
Recently Issued and Adopted Accounting Pronouncements.
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, which simplifies the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The standard impacts presentation only. The Company elected to early adopt the standard effective October 1, 2015 and the carrying amount of the Company's debt liability is presented net of issuance costs on the unaudited consolidated financial statements. Also see Note 5—Debt.
In September 2015, the FASB issued ASU No. 2015-16, which simplifies the accounting for post-acquisition adjustments by eliminating the requirement to retrospectively account for the adjustments made to provisional amounts recognized in a business combination. The Company elected to early adopt this guidance on a prospective basis effective October 1, 2015. The adoption did not have a material impact on the consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, which simplifies the presentation of deferred income taxes by requiring that deferred tax assets and liabilities be presented as non-current. The standard impacts presentation only. The Company elected to early adopt the standard on a retrospective basis effective October 1, 2015 and all deferred tax assets and liabilities are classified as non-current. Previously, current deferred tax assets had been presented separately and current deferred tax liabilities had been included in accrued liabilities on the consolidated balance sheets. All prior period amounts within the consolidated financial statements have been reclassified to conform to current period presentation. The reclassification did not affect the Company's total equity, operating revenues, net income, comprehensive income or cash flows as of and for the periods presented.
In January 2016, the FASB issued ASU 2016-01, which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. The Company will adopt the standard effective October 1, 2018. The adoption is not expected to have a material impact on the consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, which requires the recognition of lease assets and lease liabilities arising from operating leases in the statement of financial position. The Company will adopt the standard effective October 1, 2019 and does not anticipate that this new accounting guidance will have a material impact on its consolidated statement of operations. The Company estimates the value of leased assets and liabilities that may be recognized could be in the hundreds of millions of dollars. The actual impact will depend on the Company's lease portfolio at the time of adoption.
In March 2016, the FASB issued ASU 2016-05, which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815, Derivatives and Hedging, does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The Company will adopt the standard effective October 1, 2017. The adoption is not expected to have a material impact on the consolidated financial statements.
In March 2016, the FASB issued ASU 2016-06, which clarifies the requirements for assessing whether contingent call/put options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment is required to assess the embedded call/put options solely in accordance with a four-step decision sequence. The Company will adopt the standard effective October 1, 2017. The adoption is not expected to have a material impact on the consolidated financial statements.
In March 2016, the FASB issued ASU 2016-07, which eliminates the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The equity method investor is required to add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The Company will adopt the standard effective October 1, 2017. The adoption is not expected to have a material impact on the consolidated financial statements.
In March 2016, the FASB issued ASU 2016-08, which clarifies the implementation guidance on principal versus agent considerations under the new revenue recognition standard, ASU 2014-09, Revenue from Contracts with Customers. In April 2016, the FASB issued ASU 2016-10, which clarifies the implementation guidance on identifying promised goods or services and on determining whether an entity's promise to grant a license with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU 2016-11, which rescinds certain SEC staff observer comments upon adoption of ASU 2014-09, including the SEC comments related to consideration given by a vendor to a customer. In May 2016, the FASB also issued ASU 2016-12, which provides narrow scope improvements and technical expedients on assessing collectibility, presentation of sales taxes, evaluating contract modifications and completed contracts at transition and the disclosure requirement for the effect of the accounting change for the period of adoption. The Company will adopt the standard effective October 1, 2018. The Company is still evaluating the full effect that ASU 2014-09 and all of its related subsequent updates will have on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees' maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. The Company is evaluating the full effect that ASU 2016-09 will have on its consolidated financial statements and will early adopt the standard effective October 1, 2016.
In May 2016, the FASB issued ASU 2016-13, which amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. The amendment requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. The amendment in this update also requires that credit losses on available-for-sale debt securities be presented as an allowance rather than as a write-down. The measurement of credit losses for newly recognized financial assets and subsequent changes in the allowance for credit losses are recorded in the statement of income. The Company is evaluating the full effect that ASU 2016-13 will have on its consolidated financial statements and will adopt the standard effective October 1, 2020.
Visa Europe (Tables)
Schedule of Estimated Purchase Consideration 
The following table details the purchase consideration:
 
Accounting Purchase Consideration
 
(in millions)
Cash payment
$
13,882

Fair value of preferred stock(1)
5,692

Total upfront consideration
$
19,574

Fair value of deferred cash consideration(2)
1,236

Total consideration before adjustments
$
20,810

Less: Visa Europe Framework Agreement loss(3)
(1,856
)
Less: treasury stock(4)
(170
)
Total accounting purchase consideration
$
18,784

(1) 
The fair value of preferred stock was determined based on its as-converted value of $6.1 billion on June 21, 2016, less a 6% discount for illiquidity as these shares are subject to limitations on transferability. The fair value was also adjusted to reflect $25 million of "right to recover for covered losses" related to VE territory covered losses prior to the Closing. See Note 13—Legal Matters.
(2) 
This amount reflects the fair value of deferred cash consideration of €1.0 billion, plus 4% compound annual interest, payable on the third anniversary of the Closing, discounted at a rate of 1.2%.
Total consideration has been adjusted to account for the following items to arrive at the accounting purchase consideration:

(3) 
the loss upon consummation of the transaction resulting from the effective settlement of the Framework Agreement between Visa and Visa Europe. The Visa Europe Framework Agreement provided Visa Europe with a perpetual, exclusive right to operate the Visa business in the European Union in exchange for a license fee paid to Visa. Under the terms of the Framework Agreement, the license fee paid by Visa Europe has increased modestly since inception in 2007, while the value of the Visa Europe business has increased at a greater rate. Using an income approach, the Company assessed the contractual terms and conditions of the Framework Agreement as compared to current market conditions and the historical and expected financial performance of Visa Europe. Based on the analysis performed, the Company determined that the terms were not at fair value as determined under U.S. GAAP at the Closing. The present value of the expected differential between payments required by the Framework Agreement and those that would be required if the contract were at fair value under U.S. GAAP was calculated over the Framework Agreement's contractual perpetual term, resulting in a loss of $1.9 billion recognized within operating expense in the Company's unaudited consolidated statement of operations during the third quarter of fiscal 2016, and a reduction to the purchase accounting consideration; and
(4) 
the fair value of the Visa class C common stock held by Visa Europe as of the Closing.
Schedule of Estimated Purchase Price Allocation 
The following table summarizes the preliminary purchase price allocation.
 
Preliminary Purchase Price Allocation
 
(in millions)
Current assets(1)
$
4,452

Non-current assets(2)
258

Current liabilities(3)
(2,745
)
Non-current liabilities(2)
(2,599
)
Tangible assets and liabilities
$
(634
)
Intangible assets — customer relationships and reacquired rights(2)
16,137

Goodwill(4)
3,281

Fair value of net assets acquired
$
18,784

(1) 
Current assets are largely comprised of cash and cash equivalents and settlement receivable.
(2) 
Intangible assets consist of customer relationships and reacquired rights, which have been valued as a single composite intangible asset as they are inextricably linked. These intangibles are considered indefinite-lived assets as the associated customer relationships have historically not experienced significant attrition, and the reacquired rights are based on the Framework Agreement, which has a perpetual term. Non-current assets and liabilities include deferred tax assets and liabilities that result in net deferred tax liabilities of $2.4 billion, which are primarily related to these indefinite-lived assets, and are not expected to be realized in the foreseeable future.
(3) 
Current liabilities assumed mainly include settlement payable, client incentives liabilities and accrued liabilities.
(4) 
The excess of purchase consideration over net assets acquired was recorded as goodwill, which represents the value that is expected from increased scale and synergies as a result of the integration of both businesses.
Schedule of Pro Forma Information 
The following table presents unaudited supplemental pro forma information as if the acquisition and related issuance of senior notes had occurred on October 1, 2014. The pro forma financial information is not necessarily indicative of the Company's consolidated results of operations that would have been realized had the acquisition been completed on October 1, 2014, nor does it purport to project the future results of operations of the combined company or reflect any reorganizations, or cost or other operating synergies that may occur subsequent to the Closing. The actual results of operations of the combined company may differ significantly from the pro forma results presented here due to many factors.
 
Unaudited Pro Forma Consolidated Results
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(in millions, except per share data)
Net operating revenues
$
3,930

 
$
3,955

 
$
11,829

 
$
11,493

Net income
$
1,686

 
$
1,851

 
$
5,141

 
$
3,916

Diluted earnings per share
$
0.68

 
$
0.73

 
$
2.07

 
$
1.54

U.S. and Europe Retrospective Responsibility Plans (Tables)
Schedule of As-converted and Book Value of Preferred Stock Available to Recover Europe Covered Losses
The following table sets forth the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred shares recorded in stockholders' equity within the Company's unaudited consolidated balance sheet as of June 30, 2016(1):
 
June 30, 2016
 
As-Converted Value of Preferred Stock(2)
 
Book Value of Preferred Stock
 
(in millions)
U.K.&I preferred stock
$
2,567

 
$
2,516

Europe preferred stock
3,267

 
3,201

Total
$
5,834

 
$
5,717

Less: Right to recover for covered losses
(25
)
 
(25
)
Total recovery for covered losses available
$
5,809

 
$
5,692

(1) 
Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers.
(2) 
The as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the U.K.&I and Europe preferred stock outstanding, respectively, as of June 30, 2016; (b) the 13.952 class A common stock conversion rate applicable to both the U.K.&I and Europe preferred stock as of June 30, 2016; and (c) $74.17, Visa's class A common stock closing stock price as of June 30, 2016. Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.

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
 
June 30,
2016
 
September 30,
2015
 
June 30,
2016
 
September 30,
2015
 
June 30,
2016
 
September 30,
2015
 
(in millions)
Assets
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents and restricted cash:
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
4,712

 
$
3,051

 
 
 
 
 
 
 
 
U.S. government-sponsored debt securities
 
 
 
 
$
80

 
$
280

 
 
 
 
Investment securities, trading:
 
 
 
 
 
 
 
 
 
 
 
Equity securities
69

 
66

 
 
 
 
 
 
 
 
Investment securities, available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
2,407

 
2,656

 
 
 
 
 
 
 
 
U.S. government-sponsored debt securities
 
 
 
 
3,836

 
2,615

 
 
 
 
Equity securities
41

 
4

 
 
 
 
 
 
 
 
Corporate debt securities
 
 
 
 
273

 
533

 
 
 
 
Auction rate securities
 
 
 
 
 
 
 
 
$
—

 
$
7

Prepaid and other current assets:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
163

 
76

 
 
 
 
Other assets:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
5

 
—

 
 
 
 
Total
$
7,229

 
$
5,777

 
$
4,357

 
$
3,504

 
$
—

 
$
7

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Accrued liabilities:
 
 
 
 
 
 
 
 
 
 
 
Visa Europe put option
 
 
 
 
 
 
 
 
$
—

 
$
255

Foreign exchange derivative instruments
 
 
 
 
$
258

 
$
13

 
 
 
 
Other liabilities:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
17

 
—

 
 
 
 
Total
$
—

 
$
—

 
$
275

 
$
13

 
$
—

 
$
255

Schedule of Long-term Debt Instruments 
The following table presents the carrying amount and estimated fair value of the Company’s debt in order of maturity:
 
June 30, 2016
 
Carrying Amount
 
Estimated Fair Value
 
(in millions)
1.20% Senior Notes due December 2017
$
1,746

 
$
1,761

2.20% Senior Notes due December 2020
2,987

 
3,093

2.80% Senior Notes due December 2022
2,237

 
2,375

3.15% Senior Notes due December 2025
3,963

 
4,276

4.15% Senior Notes due December 2035
1,485

 
1,696

4.30% Senior Notes due December 2045
3,461

 
4,052

 
$
15,879

 
$
17,253

Debt (Tables)
Schedule of Debt 
The Company had outstanding debt as follows:
 
June 30, 2016
 
 
 
Principal Amount
 
Unamortized Discounts and Debt Issuance Costs
 
Carrying Amount
 
Effective Interest Rate
 
(in millions, except percentages)
1.20% Senior Notes due December 2017 (the "2017 Notes")
$
1,750

 
$
(4
)
 
$
1,746

 
1.37
%
2.20% Senior Notes due December 2020 (the "2020 Notes")
3,000

 
(13
)
 
2,987

 
2.30
%
2.80% Senior Notes due December 2022 (the "2022 Notes")
2,250

 
(13
)
 
2,237

 
2.89
%
3.15% Senior Notes due December 2025 (the "2025 Notes")
4,000

 
(37
)
 
3,963

 
3.26
%
4.15% Senior Notes due December 2035 (the "2035 Notes")
1,500

 
(15
)
 
1,485

 
4.23
%
4.30% Senior Notes due December 2045 (the "2045 Notes")
3,500

 
(39
)
 
3,461

 
4.37
%
Total long-term debt
$
16,000

 
$
(121
)
 
$
15,879

 
 
Debt Instrument Redemption 
Series
 
Maturity/Par Call Date
 
Spread
2017 Notes
 
December 14, 2017
 
5 bps
2020 Notes
 
November 14, 2020
 
10 bps
2022 Notes
 
October 14, 2022
 
12.5 bps
2025 Notes
 
September 14, 2025
 
15 bps
2035 Notes
 
June 14, 2035
 
20 bps
2045 Notes
 
June 14, 2045
 
20 bps
Schedule of Future Principal Payments on Outstanding Debt 
Future principal payments on the Company's outstanding debt are as follows:
Fiscal Year
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
(in millions)
$
—

 
$
—

 
$
1,750

 
$
—

 
$
—

 
$
14,250

 
$
16,000

Pension and Other Postretirement Benefits (Tables)
Schedule of Defined Benefit Plans Disclosures
The components of net periodic benefit cost, excluding Visa Europe's defined benefit plan, are as follows:
 
Pension Benefits
 
Other Postretirement Benefits
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2016
 
2015
 
2016

2015
 
2016
 
2015
 
2016
 
2015
 
(in millions)
Service cost
$
—

 
$
12

 
$
13

 
$
35

 
$
—

 
$
—

 
$
—

 
$
—

Interest cost
9

 
10

 
30

 
30

 
—

 
—

 
—

 
—

Expected return on assets
(17
)
 
(18
)
 
(52
)
 
(54
)
 
—

 
—

 
—

 
—

Amortization of:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       Prior service credit
—

 
(2
)
 
(1
)
 
(5
)
 
—

 
—

 
(2
)
 
(2
)
       Actuarial loss (gain)
2

 
—

 
6

 
—

 
(1
)
 
(1
)
 
(1
)
 
(1
)
Curtailment gain
—

 
—

 
(8
)
 
—

 
—

 
—

 
—

 
—

Settlement loss
—

 
1

 
—

 
5

 
—

 
—

 
—

 
—

Total net periodic benefit cost
$
(6
)
 
$
3

 
$
(12
)
 
$
11

 
$
(1
)
 
$
(1
)
 
$
(3
)
 
$
(3
)
Settlement Guarantee Management (Tables)
Schedule of Customer Collateral 
The Company maintained collateral as follows:

June 30,
2016
 
September 30,
2015
 
(in millions)
Cash equivalents
$
1,266

 
$
1,023

Pledged securities at market value
159

 
154

Letters of credit
1,275

 
1,178

Guarantees
1,365

 
971

Total
$
4,065

 
$
3,326

Schedule of Customer Collateral 
The balances above included collateral held by Visa Europe as follows:
 
June 30,
2016
 
(in millions)
Cash equivalents (1)
$
233

Pledged securities at market value
—

Letters of credit
164

Guarantees
326

Total
$
723

(1) 
Cash collateral held by Visa Europe is not included on the Company's unaudited consolidated balance sheet as its clients retain beneficial ownership and the cash is only accessible to the Company in the event of default by the client on its settlement obligations.
Derivative and Non-derivative Financial Instruments Derivative and Non-derivative Financial Instruments (Tables)
Gains and Losses on Currency Forward Contracts
The Company recorded gains and losses related to these contracts as follows:
 
Three Months Ended
March 31, 2016
 
Three Months Ended
June 30, 2016
 
Nine Months Ended
June 30, 2016
 
(in millions)
Gains (losses) on currency forward contracts — Visa Europe acquisition
$
116

 
$
(42
)
 
$
74

Stockholders' Equity (Tables)
Schedule of Stock by Class 
The number of shares of each series and class and the number of shares of class A common stock on an as-converted basis at June 30, 2016, are as follows:
(in millions, except conversion rates)
Shares Outstanding
 
Conversion Rate
Into Class A
Common Stock
 
As-converted Class A Common
Stock(1)
U.K.&I preferred stock
2

 
13.9520

 
35

Europe preferred stock
3

 
13.9520

 
44

Class A common stock (2)
1,891

 
—

 
1,891

Class B common stock
245

 
1.6483

(3) 
405

Class C common stock
17

 
4.0000

 
67

Total
 
 
 
 
2,442


(1) 
Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.
(2) 
Class A common stock shares outstanding reflect repurchases settled on or before June 30, 2016. The Company repurchased an additional 2 million shares at the end of June, which did not settle until July 2016.
(3) 
The class B to class A common stock conversion rate is presented on a rounded basis. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.
Share Repurchase Program Disclosure 
The following table presents share repurchases in the open market.(1)  
(in millions, except per share data)
Three Months Ended
June 30, 2016
 
Nine Months Ended
June 30, 2016
Shares repurchased in the open market (2)
20

 
70

Average repurchase price per share (3)
$
77.74

 
$
76.11

Total cost
$
1,536

 
$
5,300

(1)  
Shares repurchased in the open market reflect repurchases settled on or before June 30, 2016. The Company repurchased an additional 2 million shares for $150 million at the end of June, which did not settle until July 2016.
(2) 
All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
(3) 
Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.
Earnings Per Share (Tables)
Schedule of Earnings Per Share, Basic and Diluted
The following table presents earnings per share for the three months ended June 30, 2016.(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
$
329

 
1,899

 
$
0.17

 
 
$
412

 
2,386

(3) 
$
0.17

Class B common stock
70

 
245

 
$
0.29

 
 
$
70

 
245

 
$
0.28

Class C common stock
12

 
18

 
$
0.69

 
 
$
13

 
18

 
$
0.69

Participating securities(4),(5)
1

 
Not presented

 
Not presented

 
 
$
1

 
Not presented

 
Not presented

Net income
$
412

 
 
 
 
 
 
 
 
 
 
 
The following table presents earnings per share for the nine months ended June 30, 2016.(1)     
 
Basic Earnings Per Share
 
 
Diluted Earnings Per Share
 
(in millions, except per share data)
 
Income
Allocation
(A)(2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
 
 
Income
Allocation
(A)(2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
Class A common stock
$
3,238

 
1,915

 
$
1.69

 
 
$
4,060

 
2,406

(3) 
$
1.69

Class B common stock
684

 
245

 
$
2.79

 
 
$
683

 
245

 
$
2.78

Class C common stock
129

 
19

 
$
6.76

 
 
$
128

 
19

 
$
6.75

Participating securities(4),(5)
9

 
Not presented

 
Not presented

 
 
$
9

 
Not presented

 
Not presented

Net income
$
4,060

 
 
 
 
 
 
 
 
 
 
 
The following table presents earnings per share for the three months ended June 30, 2015.(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
$
1,358

 
1,955

 
$
0.69

 
 
$
1,697

 
2,448

(3) 
$
0.69

Class B common stock
281

 
245

 
$
1.14

 
 
$
281

 
245

 
$
1.14

Class C common stock
54

 
20

 
$
2.78

 
 
$
54

 
20

 
$
2.77

Participating securities(4)
4

 
Not presented

 
Not presented

 
 
$
4

 
Not presented

 
Not presented

Net income
$
1,697

 
 
 
 
 
 
 
 
 
 
 

The following table presents earnings per share for the nine months ended June 30, 2015.(1)    
 
Basic Earnings Per Share
 
 
Diluted Earnings Per Share
 
(in millions, except per share data)
 
Income
Allocation
(A)(2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
 
 
Income
Allocation
(A)(2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
Class A common stock
$
3,850

 
1,964

 
$
1.96

 
 
$
4,816

 
2,462

(3) 
$
1.96

Class B common stock
793

 
245

 
$
3.23

 
 
$
792

 
245

 
$
3.22

Class C common stock
161

 
21

 
$
7.84

 
 
$
161

 
21

 
$
7.82

Participating securities(4)
12

 
Not presented

 
Not presented

 
 
$
12

 
Not presented

 
Not presented

Net income
$
4,816

 
 
 
 
 
 
 
 
 
 
 

(1) 
Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.
(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 405 million for the three and nine months ended June 30, 2016 and 2015. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 73 million and 76 million for the three and nine months ended June 30, 2016, respectively, and 78 million and 82 million for the three and nine months ended June 30, 2015, respectively.
(3) 
Weighted-average diluted shares outstanding are calculated on an as-converted basis, and include incremental common stock equivalents, as calculated under the treasury stock method. The computation includes approximately 5 million common stock equivalents for the three and nine months ended June 30, 2016 and 2015, because their effect would be dilutive. The computation excludes 1 million of common stock equivalents for the three months ended June 30, 2016 and 2015, and 2 million of common stock equivalents for the nine months ended June 30, 2016 and 2015, because their effect would have been anti-dilutive.
(4) 
Participating securities include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, such as the Company's unvested restricted stock awards, unvested restricted stock units and unvested earned performance-based shares.
(5) 
U.K.&I and Europe preferred stock were issued as part of the purchase price consideration in connection with the Visa Europe acquisition and are convertible into a number of shares of class A common stock or class A equivalent preferred stock upon certain conditions. See Note 2—Visa Europe, Note 3—U.S. and Europe Retrospective Responsibility Plans and Note 9—Stockholders' Equity. The Company did not include Visa Europe's financial results in the Company's unaudited consolidated statements of operations from the acquisition date, June 21, 2016, through June 30, 2016 as the impact is immaterial. The dilutive impact of the U.K.&I and Europe preferred stock from June 21, 2016 through June 30, 2016 was also not included in the calculation of basic or diluted earnings per share as the effect is immaterial.
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 nine months ended June 30, 2016:
 
Granted
 
Weighted-Average
Grant Date Fair
Value
 
Weighted-Average
Exercise Price
Non-qualified stock options
1,438,048

 
$
15.01

 
$
79.98

Restricted stock units ("RSUs")
2,530,628

 
$
79.87

 
 
Performance-based shares(1)
604,219

 
$
92.71

 
 

(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 the activity related to accrued litigation.
 
Fiscal 2016
 
Fiscal 2015
 
(in millions)
Balance at October 1
$
1,024

 
$
1,456

Provision for legal matters
1

 
3

Payments on legal matters
(47
)
 
(362
)
Balance at June 30
$
978

 
$
1,097


Schedule of Loss Contingencies by Contingency 
The following table summarizes the activity related to U.S. covered litigation.
 
Fiscal 2016
 
Fiscal 2015
 
(in millions)
Balance at October 1
$
1,023

 
$
1,449

Payments on covered litigation
(45
)
 
(355
)
Balance at June 30
$
978

 
$
1,094

Summary of Significant Accounting Policies (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Jun. 30, 2016
country
Jun. 30, 2015
Jun. 30, 2016
country
Jun. 30, 2015
Jun. 30, 2016
Visa Europe
Jun. 21, 2016
Visa Europe
Business Acquisition [Line Items]
 
 
 
 
 
 
Number of countries in which entity operates (more than)
200 
 
200 
 
 
 
Share capital of Visa Europe acquired (percent)
 
 
 
 
 
100.00% 
Deferred cash consideration liability
 
 
 
 
$ 1,236 1
 
Foreign currency translation adjustments
$ (404)
$ 0 
$ (404)
$ 1 
 
 
Visa Europe (Details)
9 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended 0 Months Ended 3 Months Ended
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
Sep. 30, 2015
USD ($)
Jun. 30, 2016
Class A equivalent preferred stock
USD ($)
Jun. 30, 2016
U.K.& I preferred stock
USD ($)
Jun. 30, 2016
Europe preferred stock
USD ($)
Jun. 21, 2016
Visa Europe
USD ($)
Jun. 21, 2016
Visa Europe
EUR (€)
Jun. 30, 2016
Visa Europe
USD ($)
Jun. 21, 2016
Visa Europe
EUR (€)
Jun. 21, 2016
Visa Europe
U.K.& I preferred stock
Jun. 21, 2016
Visa Europe
Europe preferred stock
Jun. 21, 2016
Visa Europe
Class A common stock
USD ($)
Nov. 2, 2015
Loss Sharing Agreement
Visa Europe
Nov. 2, 2015
Loss Sharing Agreement
Visa Europe
EUR (€)
Jun. 30, 2016
Operating Expense
Visa Europe
USD ($)
Jun. 30, 2016
Professional Fee
Visa Europe
USD ($)
Jun. 30, 2016
General and Administrative Expense
Visa Europe
USD ($)
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share capital of Visa Europe acquired (percent)
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
Up-front cash consideration
$ 9,082,000,000 
$ 93,000,000 
 
 
 
 
$ 13,882,000,000 
€ 12,200,000,000 
 
 
 
 
 
 
 
 
 
 
Shares issued or issuable at closing (shares)
 
 
 
 
 
 
79,000,000 
79,000,000 
 
 
2,480,466 
3,156,823 
 
 
 
 
 
 
Consideration, preferred stock of the Company
5,717,000,000 
0 
 
 
 
 
6,100,000,000 
5,300,000,000 
 
 
 
 
 
 
 
 
 
 
Closing stock price (in USD per share)
 
 
 
 
 
 
 
 
 
 
 
 
$ 77.33 
 
 
 
 
 
Additional cash consideration payable on the third anniversary of closing
1,209,000,000 
 
0 
 
 
 
 
 
 
1,000,000,000 
 
 
 
 
 
 
 
 
Compound annual interest rate on additional consideration paid on third anniversary of closing (percent)
 
 
 
 
 
 
 
 
 
4.00% 
 
 
 
 
 
 
 
 
Preferred stock, par value
 
 
 
$ 0.0001 
$ 0.0001 
$ 0.0001 
 
 
 
 
 
 
 
 
 
 
 
 
Initial conversion rate of U.K.&I and Europe preferred stock into Class A equivalent preferred stock
 
 
 
 
 
 
13.952 
13.952 
 
 
 
 
 
 
 
 
 
 
Litigation liabilities that may be offset (percent)
 
 
 
 
 
 
70.00% 
70.00% 
 
 
 
 
 
 
 
 
 
 
Loss sharing agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000,000 
 
 
 
Conversion rate of U.K.&I. preferred stock
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
 
 
 
 
Acquisition related costs
 
 
 
 
 
 
 
 
$ 152,000,000 
 
 
 
 
 
 
$ 152,000,000 
$ 60,000,000 
$ 92,000,000 
Visa Europe Estimated Purchase Consideration (Details)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 3 Months Ended
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
Jun. 30, 2016
USD ($)
Jun. 30, 2015
USD ($)
Sep. 30, 2015
USD ($)
Jun. 21, 2016
Visa Europe
USD ($)
Jun. 21, 2016
Visa Europe
EUR (€)
Jun. 30, 2016
Visa Europe
USD ($)
Jun. 21, 2016
Visa Europe
USD ($)
Jun. 21, 2016
Visa Europe
EUR (€)
Jul. 21, 2016
Subsequent Event
Visa Europe
Jun. 30, 2016
Operating Expense
Visa Europe
USD ($)
Jun. 21, 2016
Class C common stock
USD ($)
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash payment
 
 
$ 9,082 
$ 93 
 
$ 13,882 
€ 12,200 
 
 
 
 
 
 
Fair value of preferred stock
 
 
 
 
 
 
 
 
5,692 1
 
 
 
 
Total upfront consideration
 
 
 
 
 
19,574 
 
 
 
 
 
 
 
Fair value of deferred cash consideration
 
 
 
 
 
 
 
1,236 2
 
 
 
 
 
Total consideration before adjustments
 
 
 
 
 
20,810 
 
 
 
 
 
 
 
Less: Visa Europe Framework Agreement loss
(1,877)3
0 
(1,877)3
0 
 
 
 
(1,856)4
 
 
 
(1,900)
 
Less: treasury stock
 
 
 
 
 
 
 
 
 
 
 
 
(170)5
Total accounting purchase consideration
 
 
 
 
 
18,784 
 
 
 
 
 
 
 
Consideration, preferred stock of the Company
 
 
5,717 
0 
 
6,100 
5,300 
 
 
 
 
 
 
Preferred Stock, Discount for Illiquidity, Percent
 
 
 
 
 
 
 
 
6.00% 
6.00% 
 
 
 
Right to recover for covered losses
25 6 7
 
25 6 7
 
0 
 
 
 
0 
 
 
 
 
Additional cash consideration payable on the third anniversary of closing
$ 1,209 
 
$ 1,209 
 
$ 0 
 
 
 
 
€ 1,000 
 
 
 
Compound annual interest rate on additional consideration paid on third anniversary of closing (percent)
 
 
 
 
 
 
 
 
4.00% 
4.00% 
 
 
 
Discount rate on fair value of deferred cash consideration (percent)
 
 
 
 
 
 
 
 
 
 
1.20% 
 
 
[4] the loss upon consummation of the transaction resulting from the effective settlement of the Framework Agreement between Visa and Visa Europe. The Visa Europe Framework Agreement provided Visa Europe with a perpetual, exclusive right to operate the Visa business in the European Union in exchange for a license fee paid to Visa. Under the terms of the Framework Agreement, the license fee paid by Visa Europe has increased modestly since inception in 2007, while the value of the Visa Europe business has increased at a greater rate. Using an income approach, the Company assessed the contractual terms and conditions of the Framework Agreement as compared to current market conditions and the historical and expected financial performance of Visa Europe. Based on the analysis performed, the Company determined that the terms were not at fair value as determined under U.S. GAAP at the Closing. The present value of the expected differential between payments required by the Framework Agreement and those that would be required if the contract were at fair value under U.S. GAAP was calculated over the Framework Agreement's contractual perpetual term, resulting in a loss of $1.9 billion recognized within operating expense in the Company's unaudited consolidated statement of operations during the third quarter of fiscal 2016, and a reduction to the purchase accounting consideration; and
Visa Europe Estimated Purchase Price Allocation (Details) (USD $)
Jun. 30, 2016
Sep. 30, 2015
Jun. 21, 2016
Visa Europe
Business Acquisition [Line Items]
 
 
 
Current assets(1)
 
 
$ 4,452,000,000 1
Non-current assets(2)
 
 
258,000,000 2
Current liabilities(3)
 
 
(2,745,000,000)3
Non-current liabilities(2)
 
 
(2,599,000,000)2
Tangible assets and liabilities
 
 
634,000,000 
Intangible assets — customer relationships and reacquired rights(2)
 
 
16,137,000,000 2
Goodwill
15,044,000,000 
11,825,000,000 
3,281,000,000 4
Fair value of net assets acquired
 
 
18,784,000,000 
Net deferred tax liabilities
 
 
$ 2,400,000,000 
Visa Europe Pro Forma Information (Details) (USD $)
3 Months Ended 9 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Business Acquisition [Line Items]
 
 
 
 
 
Revaluation of the Visa Europe put option
 
$ 255,000,000 
 
 
 
Visa Europe Framework Agreement loss
1,877,000,000 1
 
0 
1,877,000,000 1
0 
Visa Europe
 
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
 
Net operating revenues
3,930,000,000 
 
3,955,000,000 
11,829,000,000 
11,493,000,000 
Net income
1,686,000,000 
 
1,851,000,000 
5,141,000,000 
3,916,000,000 
Diluted earnings per share (in USD per share)
$ 0.68 
 
$ 0.73 
$ 2.07 
$ 1.54 
Visa Europe Framework Agreement loss
 
 
 
1,856,000,000 2
 
Acquisition related costs
 
 
 
152,000,000 
 
(Loss) gain on foreign currency forward contracts
(42,000,000)
 
 
74,000,000 
 
Visa Europe |
Euros
 
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
 
Foreign exchange gain
145,000,000 
 
 
 
 
Senior Notes |
Visa Europe
 
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
 
Debt issued
16,000,000,000 
 
 
16,000,000,000 
 
Operating Expense |
Visa Europe
 
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
 
Visa Europe Framework Agreement loss
1,900,000,000 
 
 
 
 
Acquisition related costs
152,000,000 
 
 
 
 
Visa Europe put option
 
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
 
Revaluation of the Visa Europe put option
 
$ (255,000,000)
$ (110,000,000)
 
 
[2] the loss upon consummation of the transaction resulting from the effective settlement of the Framework Agreement between Visa and Visa Europe. The Visa Europe Framework Agreement provided Visa Europe with a perpetual, exclusive right to operate the Visa business in the European Union in exchange for a license fee paid to Visa. Under the terms of the Framework Agreement, the license fee paid by Visa Europe has increased modestly since inception in 2007, while the value of the Visa Europe business has increased at a greater rate. Using an income approach, the Company assessed the contractual terms and conditions of the Framework Agreement as compared to current market conditions and the historical and expected financial performance of Visa Europe. Based on the analysis performed, the Company determined that the terms were not at fair value as determined under U.S. GAAP at the Closing. The present value of the expected differential between payments required by the Framework Agreement and those that would be required if the contract were at fair value under U.S. GAAP was calculated over the Framework Agreement's contractual perpetual term, resulting in a loss of $1.9 billion recognized within operating expense in the Company's unaudited consolidated statement of operations during the third quarter of fiscal 2016, and a reduction to the purchase accounting consideration; and
U.S. and Europe Retrospective Responsibility Plans (Details)
In Millions, except Per Share data, unless otherwise specified
9 Months Ended 0 Months Ended 9 Months Ended
Jun. 30, 2016
EUR (€)
Jun. 30, 2016
USD ($)
Sep. 30, 2015
USD ($)
Jun. 30, 2016
U.K.& I preferred stock
Jun. 30, 2016
Europe preferred stock
Jun. 21, 2016
Visa Europe
Jun. 21, 2016
Visa Europe
USD ($)
Jun. 30, 2016
Covered Litigation
USD ($)
Jun. 30, 2015
Covered Litigation
USD ($)
Restricted Cash and Cash Equivalents Items [Line Items]
 
 
 
 
 
 
 
 
 
Escrow account
 
$ 1,027 
$ 1,072 
 
 
 
 
 
 
Payments on litigation matters
 
 
 
 
 
 
 
45 
355 
Preferred stock, shares outstanding
 
 
 
2 
3 
 
 
 
 
Initial conversion rate of U.K.&I and Europe preferred stock into Class A equivalent preferred stock
 
 
 
 
 
13.952 
 
 
 
Closing stock price
 
$ 74.17 
 
 
 
 
 
 
 
VE territory covered loss, maximum amount of loss to allow adjustment of conversion rate during six-month period
20 
 
 
 
 
 
 
 
 
Right to recover for covered losses
 
$ 25 1 2
$ 0 
 
 
 
$ 0 
 
 
U.S. and Europe Retrospective Responsibility Plans Preferred Stock (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Sep. 30, 2015
Class of Stock [Line Items]
 
 
As-converted value of preferred stock
$ 5,834 1 2
 
Book value of preferred stock
5,717 1
 
Right to recover for covered losses
(25)1 2
0 
Total recovery for covered losses available, as converted
5,809 1 2
 
Total recovery for covered losses available, book value
5,692 1
 
U.K.& I preferred stock
 
 
Class of Stock [Line Items]
 
 
As-converted value of preferred stock
2,567 1 2
 
Book value of preferred stock
2,516 1
 
Europe preferred stock
 
 
Class of Stock [Line Items]
 
 
As-converted value of preferred stock
3,267 1 2
 
Book value of preferred stock
$ 3,201 1
 
Fair Value Measurements and Investments - Additional Information (Detail) (USD $)
3 Months Ended 9 Months Ended 3 Months Ended
Dec. 31, 2015
Jun. 30, 2016
Sep. 30, 2015
Jun. 30, 2016
Minimum
Jun. 30, 2016
Maximum
Jun. 30, 2016
Senior Notes
Minimum
Jun. 30, 2016
Senior Notes
Maximum
Jun. 30, 2016
Senior Notes
2017 Notes
Jun. 30, 2016
Senior Notes
2020 Notes
Jun. 30, 2016
Senior Notes
2022 Notes
Jun. 30, 2016
Senior Notes
2025 Notes
Jun. 30, 2016
Senior Notes
2035 Notes
Jun. 30, 2016
Senior Notes
2045 Notes
Dec. 31, 2015
Visa Europe put option
Jun. 30, 2015
Visa Europe put option
Dec. 31, 2015
Level 3
Visa Europe put option
Fair Value, Measurements, Recurring
Jun. 21, 2016
Visa Europe
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share capital of Visa Europe acquired (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
Non-cash decrease in the fair value of the put
$ (255,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
$ 255,000,000 
$ 110,000,000 
$ 255,000,000 
 
Non-marketable equity investments
 
45,000,000 
45,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying value of cost method investments, reclassified as available for sale
 
4,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of available for sale securities previously classified as cost method investments
 
38,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-tax unrealized gain on available-for-sale securities, previously classified as cost method investments
 
34,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal Amount
 
16,000,000,000 
 
 
 
 
 
1,750,000,000 
3,000,000,000 
2,250,000,000 
4,000,000,000 
1,500,000,000 
3,500,000,000 
 
 
 
 
Debt maturity period
 
 
 
 
 
2 years 
30 years 
 
 
 
 
 
 
 
 
 
 
Long-term Debt
 
15,879,000,000 
0 
 
 
 
 
1,746,000,000 
2,987,000,000 
2,237,000,000 
3,963,000,000 
1,485,000,000 
3,461,000,000 
 
 
 
 
Long-term Debt, Fair Value
 
0 
 
 
 
 
 
0 
0 
0 
0 
0 
0 
 
 
 
 
Available-for-sale securities, gross unrealized gains
 
46,000,000 
7,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale securities, gross unrealized losses
 
$ 1,000,000 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale investment securities, stated maturities
 
 
 
1 year 
2 years 
 
 
 
 
 
 
 
 
 
 
 
 
Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Sep. 30, 2015
Jun. 30, 2015
Investment securities:
 
 
 
Trading
$ 69 
$ 66 
 
Accrued liabilities
 
 
 
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount
0 
 
0 
Level 1 |
Fair Value, Measurements, Recurring
 
 
 
Prepaid and other current assets:
 
 
 
Fair value, total assets
7,229 
5,777 
 
Accrued liabilities
 
 
 
Fair value, total liabilities
0 
0 
 
Level 2 |
Fair Value, Measurements, Recurring
 
 
 
Prepaid and other current assets:
 
 
 
Fair value, total assets
4,357 
3,504 
 
Accrued liabilities
 
 
 
Fair value, total liabilities
275 
13 
 
Level 3 |
Fair Value, Measurements, Recurring
 
 
 
Prepaid and other current assets:
 
 
 
Fair value, total assets
0 
7 
 
Accrued liabilities
 
 
 
Fair value, total liabilities
0 
255 
 
Visa Europe put option |
Level 3 |
Fair Value, Measurements, Recurring
 
 
 
Accrued liabilities
 
 
 
Visa Europe put option
0 
255 
 
Foreign exchange derivative instruments |
Level 2 |
Fair Value, Measurements, Recurring
 
 
 
Accrued liabilities
 
 
 
Foreign exchange derivative instruments
258 
13 
 
Other liabilities
17 
0 
 
Money market funds |
Level 1 |
Fair Value, Measurements, Recurring
 
 
 
Cash equivalents and restricted cash:
 
 
 
Cash equivalents and restricted cash:
4,712 
3,051 
 
U.S. Treasury securities |
Level 1 |
Fair Value, Measurements, Recurring
 
 
 
Investment securities:
 
 
 
Available-for-sale securities
2,407 
2,656 
 
U.S. government-sponsored debt securities |
Level 2 |
Fair Value, Measurements, Recurring
 
 
 
Cash equivalents and restricted cash:
 
 
 
Cash equivalents and restricted cash:
80 
280 
 
Investment securities:
 
 
 
Available-for-sale securities
3,836 
2,615 
 
Equity securities |
Level 1 |
Fair Value, Measurements, Recurring
 
 
 
Investment securities:
 
 
 
Trading
69 
66 
 
Available-for-sale securities
41 
4 
 
Corporate debt securities |
Level 2 |
Fair Value, Measurements, Recurring
 
 
 
Investment securities:
 
 
 
Available-for-sale securities
273 
533 
 
Auction rate securities |
Level 3 |
Fair Value, Measurements, Recurring
 
 
 
Investment securities:
 
 
 
Available-for-sale securities
0 
7 
 
Foreign exchange derivative instruments |
Level 2 |
Fair Value, Measurements, Recurring
 
 
 
Prepaid and other current assets:
 
 
 
Prepaid and other current assets:
163 
76 
 
Other assets
$ 5 
$ 0 
 
Debt - Senior Notes (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Sep. 30, 2015
Debt Instrument [Line Items]
 
 
Principal Amount
$ 16,000 
 
Unamortized discounts and Debt Issuance Costs
(121)
 
Long-term Debt
15,879 
0 
Senior Notes |
2017 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
1.20% 
 
Principal Amount
1,750 
 
Unamortized discounts and Debt Issuance Costs
(4)
 
Long-term Debt
1,746 
 
Effective Interest Rate (percent)
1.37% 
 
Senior Notes |
2020 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.20% 
 
Principal Amount
3,000 
 
Unamortized discounts and Debt Issuance Costs
(13)
 
Long-term Debt
2,987 
 
Effective Interest Rate (percent)
2.30% 
 
Senior Notes |
2022 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.80% 
 
Principal Amount
2,250 
 
Unamortized discounts and Debt Issuance Costs
(13)
 
Long-term Debt
2,237 
 
Effective Interest Rate (percent)
2.89% 
 
Senior Notes |
2025 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
3.15% 
 
Principal Amount
4,000 
 
Unamortized discounts and Debt Issuance Costs
(37)
 
Long-term Debt
3,963 
 
Effective Interest Rate (percent)
3.26% 
 
Senior Notes |
2035 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
4.15% 
 
Principal Amount
1,500 
 
Unamortized discounts and Debt Issuance Costs
(15)
 
Long-term Debt
1,485 
 
Effective Interest Rate (percent)
4.23% 
 
Senior Notes |
2045 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
4.30% 
 
Principal Amount
3,500 
 
Unamortized discounts and Debt Issuance Costs
(39)
 
Long-term Debt
$ 3,461 
 
Effective Interest Rate (percent)
4.37% 
 
Debt - Narrative (Details) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended
Jun. 30, 2016
Sep. 30, 2015
Jun. 30, 2016
Senior Notes
Jun. 30, 2016
Senior Notes
Jun. 30, 2016
Senior Notes
Minimum
Jun. 30, 2016
Senior Notes
Maximum
Jan. 27, 2016
Revolving Credit Facility
Credit Facility Expiring January 27, 2021 [Member]
Jan. 27, 2016
Revolving Credit Facility
Credit Facility Expiring January 27, 2021 [Member]
Jan. 28, 2015
Revolving Credit Facility
Credit Facility Expiring January 27, 2016 [Member]
Jun. 30, 2016
If Redeemed Prior to Maturity Date or Par Call Date, as Applicable
Senior Notes
Jun. 30, 2016
If Redeemed on or after Par Call Date, except for 2017 Notes
Senior Notes
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Principal Amount
$ 16,000,000,000 
 
 
 
 
 
 
 
 
 
 
Debt maturity period
 
 
 
 
2 years 
30 years 
5 years 
 
 
 
 
Interest rate on senior notes, minimum
 
 
 
1.20% 
 
 
 
 
 
 
 
Interest rate on senior notes, maximum
 
 
 
4.30% 
 
 
 
 
 
 
 
Interest expense
 
 
125,000,000 
274,000,000 
 
 
 
 
 
 
 
Net aggregate proceeds
15,879,000,000 
0 
 
 
 
 
 
 
 
 
 
Redemption price, as percentage of principal amount (percent)
 
 
 
 
 
 
 
 
 
100.00% 
100.00% 
Line of credit facility, maximum borrowing capacity
 
 
 
 
 
 
 
$ 4,000,000,000.0 
$ 3,000,000,000.0 
 
 
Consolidated Indebtedness to Consolidated EBITDA Ratio (not greater than)
 
 
 
 
 
 
3.75 
 
 
 
 
Debt - Debt Redemption (Details) (Senior Notes)
9 Months Ended
Jun. 30, 2016
2017 Notes
 
Debt Instrument [Line Items]
 
Redemption price, additional basis spread (percent)
0.05% 
2020 Notes
 
Debt Instrument [Line Items]
 
Redemption price, additional basis spread (percent)
0.10% 
2022 Notes
 
Debt Instrument [Line Items]
 
Redemption price, additional basis spread (percent)
0.125% 
2025 Notes
 
Debt Instrument [Line Items]
 
Redemption price, additional basis spread (percent)
0.15% 
2035 Notes
 
Debt Instrument [Line Items]
 
Redemption price, additional basis spread (percent)
0.20% 
2045 Notes
 
Debt Instrument [Line Items]
 
Redemption price, additional basis spread (percent)
0.20% 
Debt - Debt Maturities (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Debt Disclosure [Abstract]
 
2016
$ 0 
2017
0 
2018
1,750 
2019
0 
2020
0 
Thereafter
14,250 
Total
$ 16,000 
Components of Net Periodic Benefit Cost (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Defined Benefit Plan Disclosure [Line Items]
 
 
 
 
Net unrealized actuarial gain
 
 
$ 56 
 
Amortization of:
 
 
 
 
Curtailment gain
 
 
(8)
 
Pension Benefits
 
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
 
Service cost
0 
12 
13 
35 
Interest cost
9 
10 
30 
30 
Expected return on assets
(17)
(18)
(52)
(54)
Amortization of:
 
 
 
 
Prior service credit
0 
(2)
(1)
(5)
Actuarial loss (gain)
2 
0 
6 
0 
Curtailment gain
0 
0 
(8)
0 
Settlement loss
0 
1 
0 
5 
Total net periodic benefit cost
(6)
3 
(12)
11 
Other Postretirement Benefits
 
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
 
Service cost
0 
0 
0 
0 
Interest cost
0 
0 
0 
0 
Expected return on assets
0 
0 
0 
0 
Amortization of:
 
 
 
 
Prior service credit
0 
0 
(2)
(2)
Actuarial loss (gain)
(1)
(1)
(1)
(1)
Curtailment gain
0 
0 
0 
0 
Settlement loss
0 
0 
0 
0 
Total net periodic benefit cost
$ (1)
$ (1)
$ (3)
$ (3)
Settlement Guarantee Management - Additional Information (Detail) (USD $)
3 Months Ended
Jun. 30, 2016
Sep. 30, 2015
Settlement Guarantee Management [Abstract]
 
 
Estimated Maximum Settlement Exposure
$ 64,000,000,000 
$ 43,500,000,000 
Covered settlement exposure
2,800,000,000 
2,200,000,000 
Estimated probability-weighted value of the guarantee
$ 2,000,000 
$ 1,000,000 
Collateral (Detail) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2016
Sep. 30, 2015
Business Acquisition [Line Items]
 
 
Cash equivalents
$ 1,266 
$ 1,023 
Pledged securities at market value
159 
154 
Letters of credit
1,275 
1,178 
Guarantees
1,365 
971 
Total
4,065 
3,326 
Visa Europe
 
 
Business Acquisition [Line Items]
 
 
Cash equivalents
233 1
 
Pledged securities at market value
0 
 
Letters of credit
164 
 
Guarantees
326 
 
Total
$ 723 
 
Derivative and Non-derivative Financial Instruments (Details) (USD $)
9 Months Ended 3 Months Ended 9 Months Ended
Jun. 30, 2016
Sep. 30, 2015
Jun. 30, 2016
Other Nonoperating Income (Expense)
Mar. 31, 2016
Other Nonoperating Income (Expense)
Jun. 30, 2016
Other Nonoperating Income (Expense)
Jun. 30, 2016
Visa Europe
Derivative [Line Items]
 
 
 
 
 
 
Gain (loss) on derivative instruments
 
 
$ (42,000,000)
$ 116,000,000 
$ 74,000,000 
 
Aggregate notional amount of derivative contracts
1,600,000,000 
1,200,000,000 
 
 
 
900,000,000 
Additional derivative contracts
202,000,000 
 
 
 
 
 
Deferred cash consideration liability
 
 
 
 
 
1,236,000,000 1
Net investment in Visa Europe
 
 
 
 
 
$ 18,800,000,000 1
Stockholders' Equity - Number of Shares of Class A Common Shares Outstanding on an As-Converted Basis (Detail)
0 Months Ended
Jun. 30, 2016
Jun. 30, 2016
U.K.& I preferred stock
Jun. 30, 2016
Europe preferred stock
Jun. 30, 2016
Class A common stock
Sep. 30, 2015
Class A common stock
Jun. 30, 2016
Class B common stock
Sep. 30, 2015
Class B common stock
Jun. 30, 2016
Class C common stock
Sep. 30, 2015
Class C common stock
Jun. 21, 2016
Visa Europe
Schedule of Common Stock as Converted [Line Items]
 
 
 
 
 
 
 
 
 
 
Initial conversion rate of U.K.&I and Europe preferred stock into Class A equivalent preferred stock
 
 
 
 
 
 
 
 
 
13.952 
Preferred stock, shares outstanding
 
2,000,000 
3,000,000 
 
 
 
 
 
 
 
preferred stock U.K.&I conversion rate
 
13.9520 
 
 
 
 
 
 
 
 
preferred stock Europe conversion rate
 
 
13.9520 
 
 
 
 
 
 
 
Common stock, shares outstanding
 
 
 
1,891,000,000 1
1,950,000,000 
245,000,000 
245,000,000 
17,000,000 
20,000,000 
 
Conversion Rate Into Class A Common Stock
 
 
 
 
 
1.6483 2
 
4 
 
 
As-converted Class A Common Stock
2,442,000,000 3
35,000,000 3
44,000,000 3
1,891,000,000 1 3
 
405,000,000 3
 
67,000,000 3
 
 
Stockholders' Equity - Share Repurchases in the Open Market (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
0 Months Ended 3 Months Ended 9 Months Ended
Jun. 30, 2016
Jun. 30, 2016
Jun. 30, 2016
Stockholders' Equity Note [Abstract]
 
 
 
Shares repurchased in the open market
2 1
20 1 2
70 1 2
Average repurchase price per share
 
$ 77.74 2 3
$ 76.11 2 3
Total cost
$ 150 
$ 1,536 2
$ 5,300 2
Stockholders' Equity - Additional Information (Detail) (USD $)
3 Months Ended 9 Months Ended
Jun. 30, 2016
Jun. 30, 2016
Jun. 21, 2016
Class C common stock
Jun. 30, 2016
Class A common stock
Sep. 30, 2015
Class A common stock
Jul. 21, 2016
Subsequent Event
Jul. 21, 2016
Subsequent Event
Class A common stock
Stockholders Equity Note [Line Items]
 
 
 
 
 
 
 
Stock Repurchase Remaining Authorized Amount
$ 2,500,000,000 
$ 2,500,000,000 
 
 
 
 
 
Stock Repurchase Program, Authorized Amount
 
 
 
 
 
5,000,000,000 
 
Common shares held by Visa Europe at closing (in shares)
 
 
550,000 
1,891,000,000 1
1,950,000,000 
 
 
Common shares held by Visa Europe at closing
 
 
(170,000,000)2
 
 
 
 
Dividends Payable, Amount Per Share
 
 
 
 
 
 
$ 0.14 
Dividends, Cash
$ 335,000,000 
$ 1,011,000,000 
 
 
 
 
 
Basic and Diluted Earnings Per Share (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
 
 
 
 
Net income
$ 412 1
$ 1,697 1
$ 4,060 1
$ 4,816 1
Class A common stock
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
 
 
 
 
Income Allocation (A)
329 1
1,358 1
3,238 1
3,850 1
Weighted- Average Shares Outstanding (B)
1,899 2
1,955 
1,915 2
1,964 
Earnings per Share (A)/(B)
$ 0.17 2 3
$ 0.69 3
$ 1.69 2 3
$ 1.96 3
Income Allocation (A)
412 1
1,697 1
4,060 1
4,816 1
Weighted- Average Shares Outstanding (B)
2,386 2 4
2,448 4
2,406 2 4
2,462 4
Earnings per Share (A)/(B)
$ 0.17 2 3
$ 0.69 3
$ 1.69 2 3
$ 1.96 3
Class B common stock
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
 
 
 
 
Income Allocation (A)
70 1
281 1
684 1
793 1
Weighted- Average Shares Outstanding (B)
245 2
245 
245 2
245 
Earnings per Share (A)/(B)
$ 0.29 2 3
$ 1.14 3
$ 2.79 2 3
$ 3.23 3
Income Allocation (A)
70 1
281 1
683 1
792 1
Weighted- Average Shares Outstanding (B)
245 2
245 
245 2
245 
Earnings per Share (A)/(B)
$ 0.28 2 3
$ 1.14 3
$ 2.78 2 3
$ 3.22 3
Class C common stock
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
 
 
 
 
Income Allocation (A)
12 1
54 1
129 1
161 1
Weighted- Average Shares Outstanding (B)
18 2
20 
19 2
21 
Earnings per Share (A)/(B)
$ 0.69 2 3
$ 2.78 3
$ 6.76 2 3
$ 7.84 3
Income Allocation (A)
13 1
54 1
128 1
161 1
Weighted- Average Shares Outstanding (B)
18 2
20 
19 2
21 
Earnings per Share (A)/(B)
$ 0.69 2 3
$ 2.77 3
$ 6.75 2 3
$ 7.82 3
Participating securities
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
 
 
 
 
Income Allocation (A)
1 1 5 6
4 1 5
9 1 5 6
12 1 5
Income Allocation (A)
$ 1 1 5
$ 4 1 5
$ 9 1 5
$ 12 1 5
[6] U.K.&I and Europe preferred stock were issued as part of the purchase price consideration in connection with the Visa Europe acquisition and are convertible into a number of shares of class A common stock or class A equivalent preferred stock upon certain conditions. See Note 2—Visa Europe, Note 3—U.S. and Europe Retrospective Responsibility Plans and Note 9—Stockholders' Equity. The Company did not include Visa Europe's financial results in the Company's unaudited consolidated statements of operations from the acquisition date, June 21, 2016, through June 30, 2016 as the impact is immaterial. The dilutive impact of the U.K.&I and Europe preferred stock from June 21, 2016 through June 30, 2016 was also not included in the calculation of basic or diluted earnings per share as the effect is immaterial.
Basic and Diluted Earnings Per Share - Additional Information (Detail)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
 
 
 
 
Common stock equivalents included in the computation of diluted shares outstanding
5 
5 
5 
5 
Common stock equivalents excluded from computation of average dilutive shares outstanding
1 
1 
2 
2 
Class B common stock
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
 
 
 
 
Weighted-average as-converted common stock used in income allocation
405 
405 
405 
405 
Class C common stock
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
 
 
 
 
Weighted-average as-converted common stock used in income allocation
73 
78 
76 
82 
Share-based Compensation - Awards Granted to Company Employees and Non-employee Directors Under the 2007 Equity Incentive Compensation Plan (Detail) (USD $)
9 Months Ended
Jun. 30, 2016
Non-qualified stock options
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Granted
1,438,048 
Weighted-Average Grant Date Fair Value
$ 15.01 
Weighted-Average Exercise Price
$ 79.98 
Restricted stock units (RSUs)
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Granted
2,530,628 
Weighted-Average Grant Date Fair Value
$ 79.87 
Performance-bases shares
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Granted
604,219 1
Weighted-Average Grant Date Fair Value
$ 92.71 1
Income Taxes - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Business Acquisition [Line Items]
 
 
 
 
 
Effective income tax rate reconciliation, percent
2.00% 
 
22.00% 
26.00% 
28.00% 
Visa Europe Framework Agreement loss
$ 1,877 1
 
$ 0 
$ 1,877 1
$ 0 
Revaluation of the Visa Europe put option
 
255 
 
 
 
Decrease in tax benefit resulting from the resolution of uncertain tax positions
 
 
239 
 
 
Increase in unrecognized tax benefits
84 
 
 
135 
 
Effective income tax rate reconciliation Unrecognized Tax Benefits that would Favorably Impact Effective Tax Rate
28 
 
 
81 
 
Increase in accrued interest related to uncertain tax positions
25 
 
 
32 
 
Increase in accrued penalties
9 
 
 
10 
 
Visa Europe
 
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
 
Tax benefit
 
 
 
693 
 
Visa Europe Framework Agreement loss
 
 
 
$ 1,856 2
 
[2] the loss upon consummation of the transaction resulting from the effective settlement of the Framework Agreement between Visa and Visa Europe. The Visa Europe Framework Agreement provided Visa Europe with a perpetual, exclusive right to operate the Visa business in the European Union in exchange for a license fee paid to Visa. Under the terms of the Framework Agreement, the license fee paid by Visa Europe has increased modestly since inception in 2007, while the value of the Visa Europe business has increased at a greater rate. Using an income approach, the Company assessed the contractual terms and conditions of the Framework Agreement as compared to current market conditions and the historical and expected financial performance of Visa Europe. Based on the analysis performed, the Company determined that the terms were not at fair value as determined under U.S. GAAP at the Closing. The present value of the expected differential between payments required by the Framework Agreement and those that would be required if the contract were at fair value under U.S. GAAP was calculated over the Framework Agreement's contractual perpetual term, resulting in a loss of $1.9 billion recognized within operating expense in the Company's unaudited consolidated statement of operations during the third quarter of fiscal 2016, and a reduction to the purchase accounting consideration; and
Accrued Litigation for Both Covered and Non-Covered Litigation (Detail) (USD $)
In Millions, unless otherwise specified
9 Months Ended 9 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Interchange Opt Out Litigation
case_filed
Jul. 21, 2016
Interchange Opt Out Litigation
Subsequent Event
Jun. 30, 2016
U.K. Merchant Litigation
merchant
Jun. 30, 2016
Settled
Jun. 30, 2015
Settled
Jun. 30, 2016
Covered Litigation
Jun. 30, 2015
Covered Litigation
Loss Contingencies [Line Items]
 
 
 
 
 
 
 
 
 
Number of opt-out cases filed (more than)
 
 
60 
 
 
 
 
 
 
Settlements reached by percentage of sales volume of merchants who opted out (percent)
 
 
 
51.00% 
 
 
 
 
 
Number of plaintiffs
 
 
 
 
75 
 
 
 
 
Loss Contingency Accrual [Roll Forward]
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$ 1,024 
$ 1,456 
 
 
 
 
 
$ 1,023 
$ 1,449 
Provision for legal matters
1 
3 
 
 
 
 
 
 
 
Payments on litigation matters
 
 
 
 
 
(47)
(362)
(45)
(355)
Balance at end of period
$ 978 
$ 1,097 
 
 
 
 
 
$ 978 
$ 1,094