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These terms and conditions govern your use of the website alphaminr.com and its related services.
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time.
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-0267673
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(State or other jurisdiction
of incorporation or organization)
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(IRS Employer
Identification No.)
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P.O. Box 8999
San Francisco, California
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94128-8999
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(Address of principal executive offices)
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(Zip Code)
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Title of each Class
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Name of each exchange on which registered
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Class A common stock, par value $.0001 per share
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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•
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the impact of laws, regulations and marketplace barriers, including:
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rules capping debit interchange reimbursement fees promulgated under the U.S. Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act;
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rules under the Dodd-Frank Act expanding issuers' and merchants' choice among debit payment networks;
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increased regulation outside the United States and in other product categories;
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increased government support of national payment networks outside the United States; and
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rules about consumer privacy and data use and security;
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developments in litigation and government enforcement, including those affecting interchange reimbursement fees, antitrust and tax;
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economic factors, such as:
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an increase or spread of the current European crisis involving sovereign debt and the euro;
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the so-called “fiscal cliff” in the United States: the combination of expiring tax cuts and mandatory reductions in federal spending at the end of 2012;
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other global economic, political and health conditions;
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cross-border activity and currency exchange rates; and
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material changes in our clients' performance compared to our estimates;
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industry developments, such as competitive pressure, rapid technological developments and disintermediation from the payments value stream;
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system developments, such as:
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disruption of our transaction processing systems or the inability to process transactions efficiently;
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account data breaches or increased fraudulent or other illegal activities involving our cards; and
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issues arising at Visa Europe, including failure to maintain interoperability between our systems;
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costs arising if Visa Europe were to exercise its right to require us to acquire all of its outstanding stock;
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loss of organizational effectiveness or key employees;
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failure to integrate acquisitions successfully or to effectively develop new products and businesses; and
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ITEM 1.
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Business
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we own, manage and promote a portfolio of well-known, widely-accepted payment brands, including Visa, Visa Electron, PLUS and Interlink, which we license to our clients for use in their payment programs;
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we offer a wide range of branded payments product platforms, which our clients, primarily financial institutions, use to develop and offer credit, debit, prepaid and cash access programs, as well as digital, mobile and eCommerce platforms for their customers (individuals, businesses and government entities);
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we provide transaction processing and value-added services to our clients through VisaNet, Visa Debit Processing Services, Visa Processing Services, CyberSource, PlaySpan and Fundamo; and
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we promote and enforce a common set of operating regulations adhered to by our clients to ensure the efficient and secure functioning of our payments network and the maintenance and promotion of our brands.
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we invest in new services and processing platforms to facilitate more convenient and innovative payment methods, such as mobile payments, money transfer and eCommerce; and
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we continually improve the speed, efficiency, security and performance of our network and our payments services to enhance the reliability of our global processing infrastructure and protect the security of cardholder information.
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Regulation
. New rules were implemented in the United States with respect to debit products under the Dodd-Frank Act. The Dodd-Frank Act regulates, among other things, interchange fees, the debit networks issuers make available, merchants' choices among these networks and transaction routing. These regulations resulted in our renegotiating some portions of client contracts. See
Government Regulation
below
.
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U.S. Debit Strategy.
We have designed or implemented several modifications to our U.S. debit strategy to ensure compliance with the Dodd-Frank Act.
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Interchange.
We established new debit interchange rate structures, effective October 2011 and revised in April 2012, for the Visa Consumer Check card, Interlink and Small Business Debit. Two distinct interchange schedules were established: one for exempt issuers and products and a second for regulated issuers and products. In addition, in order to ensure that transactions within a U.S. territory, transactions between U.S. territories, and transactions between the U.S. and U.S. territories receive the applicable, regulated interchange rate, we established two new inter-regional schedules for regulated debit card and Interlink transactions.
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Certification Program.
In order to correctly identify regulated issuers, their exempt products and their compliance with the Federal Reserve's fraud prevention standards, we implemented a
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Rule Changes.
We implemented changes to our Operating Regulations to the extent necessary to support the ability of issuers to enable unaffiliated payment card networks on Visa debit cards issued in the U.S. or U.S. territories, as well as to enable Visa-owned debit networks on non-Visa debit cards.
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Fees
. We restructured our acquirer pricing and implemented a fixed fee and lowered our variable per transaction fees. These changes are intended to increase our competitiveness and incent merchants to route more transactions over the Visa network.
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PAVD
: We implemented programs to ensure that Visa debit issuers were capable of validating and authorizing PIN Authenticated Visa Debit transactions for any merchants choosing to route Visa Debit transactions to Visa using PIN authentication.
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Merchant Litigation Settlement.
We reached a reasonable outcome that ensures the long-term health and competitiveness of the payments industry in the United States, subject to final court approval and the adjudication of any appeals. Visa will prepare for implementation in the early part of 2013. See
Item 1A—Risk Factors—Our retrospective responsibility plan may not adequately insulate us from the impact of settlements or final judgments.
and
Item 8—Financial Statements and Supplementary Data
—
Note 21—Legal Matters
.
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Client Contracts.
We continued to take steps to solidify our foundation for long-term growth by successfully executing several major client contracts throughout the year.
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Ongoing Growth.
The progress towards economic recovery and secular shift from cash and checks to electronic payments helped to drive double-digit percentage growth across our three primary revenue drivers—payments volume, cross-border volume and Visa-processed transactions—which contributed to our 13% growth in year-over-year net operating revenues for fiscal 2012.
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2012 Olympic Games:
For this year's Summer Olympic Games in London, Visa engaged a record number of clients in its sponsorship program, with more than 1,000 financial institutions and merchants across more than 70 geographies worldwide, activating Olympic-related activities, including a large portion from priority growth markets.
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paper-based payments: cash, personal checks, money orders, government checks, travelers cheques and other paper-based means of transferring value;
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card-based payments: credit cards, charge cards, debit cards, deferred debit cards, ATM cards, prepaid cards, private label cards and other types of general-purpose and limited-use cards;
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eCommerce payments: electronic payments through desktop and laptop computers, tablets and other devices with web browsing capabilities;
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mobile payments: electronic payments through mobile phones and other handheld devices using a variety of applications such as text messages, mobile billing, web browsers or applications, contactless readers, and other means; and
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other electronic payments: wire transfers, electronic benefits transfers, automated clearing house payments and other forms of electronic payment not typically tied to a payment card or similar access device.
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“pay now” cards, such as debit cards, which enable the cardholder to purchase goods and services by an automatic debit to a checking, demand deposit or other account with accessible funds;
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“pay later” cards, such as credit, deferred debit and charge cards, which typically permit a cardholder to carry a balance in a revolving credit or deferred debit account or require payment of the full balance within a specified period; and
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“pay before” cards, such as prepaid cards, which are pre-funded up to a certain monetary value.
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Acquisitions.
Our acquisitions of CyberSource, PlaySpan and Fundamo are allowing us to execute our innovation strategy. For example, CyberSource is helping drive eCommerce internationally, PlaySpan has accelerated our participation in the fast-growing digital goods space, and Fundamo is supporting our unique partnership with the Rwandan Government to drive access to financial services for consumers in that country.
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Partnerships.
In mature markets, we have licensed our mobile NFC payment technology to third-party wallet providers to help ensure their solutions are enabled with Visa payment functionality. In addition, we have signed agreements with several mobile operators to extend payment functionality to mobile subscribers.
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Product Innovations:
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V.me by Visa: We have developed our new digital wallet service, V.me, to enhance the ease of use for consumers and merchants in online payments. V.me is available in beta for consumer enrollment and online merchant checkout in the United States, and the V.me acceptance mark is now visible on more than twenty merchant sites.
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Visa payWave: We have certified NFC-enabled smartphones from device manufacturers for use with our mobile payment application, Visa payWave.
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Visa Mobile Provisioning Services: We have developed a new service that enables banks and operators to securely provision mobile payment accounts on NFC-enabled smartphones.
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Visa Mobile Prepaid: We have introduced a new product based on Fundamo technology, bringing Visa-quality payments to unbanked consumers in developing markets.
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Verified by Visa, a global Internet authentication product, which permits cardholders to authenticate themselves to their issuing financial institution using a unique personal code;
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Visa Advanced Authorization, which provides enhanced fraud detection capability by adding real-time risk scores to authorization messages;
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Chip technologies, embedded microprocessors that provide enhanced security and reduce the incidence of counterfeit card fraud. As a result, Visa has created incentives for merchants and issuers to adopt them, including in the United States. Chip technologies can also carry other applications that enhance the consumer payment experience; and
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CyberSource's Decision Manager solution, which provides access to over 200 validation tests to assess the legitimacy of card-not-present orders.
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Company
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Payments
Volume
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Total
Volume
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Total
Transactions
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Cards
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(billions)
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(billions)
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(billions)
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(millions)
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Visa Inc.
(1)
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$
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3,768
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$
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6,029
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77.6
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2,011
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MasterCard
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2,430
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3,249
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39.8
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1,059
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American Express
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808
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822
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5.3
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97
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Discover
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114
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122
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1.9
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59
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JCB
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160
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166
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1.4
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77
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Diners Club
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28
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29
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0.2
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6
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(1)
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Visa Inc. figures as reported on Form 8-K filed with the SEC on February 8 and May 2, 2012, respectively. Visa figures represent total volume, payments volume and cash volume, and the number of payments transactions, cash transactions, accounts and cards for products carrying the Visa, Visa Electron and Interlink brands. Card counts include PLUS proprietary cards. Payments volume represents the aggregate dollar amount of purchases made with cards carrying the Visa, Visa Electron and Interlink brands for the relevant period. Total volume represents payments volume plus cash volume. The data presented is reported quarterly by Visa's clients on their operating certificates and is subject to verification by Visa. On occasion, clients may update previously submitted information.
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Data Protection and Information Security
. Aspects of our operations and business are subject to privacy and data protection regulation in the United States and elsewhere. Our financial institution clients in the United States are subject to similar requirements under the guidelines issued by the federal banking agencies. In addition, many U.S. states have enacted legislation requiring consumer notification in the event of a security breach.
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Anti-Money Laundering and Anti-Terrorism Financing
. The U.S.A. PATRIOT Act and similar laws in other jurisdictions require us to maint
a
in an anti-money laundering program. Sanctions imposed by the U.S. Treasury Office of Foreign Assets Control, or OFAC, restrict us from dealing with certain countries and parties considered to be connected with money laundering, terrorism or narcotics. Non-U.S. Visa International members may not be similarly restricted, so in some cases third parties could try to use our payments system for transactions in or involving countries or parties subject to OFAC-administered sanctions. We have controls in place designed to ensure OFAC compliance, but if those controls should fail, we could be subject to penalties, reputational damage and loss of business.
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Regulation of the Price of Credit
. Many jurisdictions in which our cards are used have regulations that could increase the costs of card issuance or decrease the flexibility of card issuers to charge market-based interest rates and fees on credit card accounts. These include the Credit CARD Act in the United States and proposed regulations under it. They also include proposed changes to the Federal Truth in Lending Act, which, if implemented along with regulations required to be promulgated under the Credit CARD Act, could result in a decrease in our payments volume and revenues.
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Increased Central Bank Oversight.
Several central banks around the world have increased, or are seeking to increase, their formal oversight of the retail electronic payments industry, in some cases designating them as “systemically important payment systems.” Such oversight may lead to additional regulations. These could include new settlement procedures or other operational rules to address credit and operational risks. They could also include new criteria for member participation and merchant access to our payments system.
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Safety and Soundness Regulation
. Recent banking regulations enacted in the United States and elsewhere may make some financial institutions less attracted to becoming an issuer of our cards, because they may be subject to increased risk management or higher capital requirements.
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Regulation of Internet Transactions
. Proposed legislation in various jurisdictions may make it less desirable or more costly to complete Internet transactions using our cards by affecting the legality of those transactions, the law that governs them, their taxation or the allocation of intellectual property rights.
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•
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Money Transfer Regulations.
As we expand our product offerings, we may become subject to U.S. state money transfer regulations, increasing regulatory oversight and costs of compliance.
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competitors, clients and others may develop products that compete with or replace the value-added services we provide to support our transaction processing;
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parties that process our transactions in certain countries may try to eliminate our position in the payments value chain;
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participants in the payments industry may merge, form joint ventures or enter into other business combinations that strengthen their existing business propositions or create new, competing payment services; or
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•
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competition may increase from alternative types of payment services, such as mobile payments services, online payment services and services that permit direct debit of consumer checking accounts or ACH payments.
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•
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Depressed consumer and business confidence may continue to decrease cardholder spending.
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Uncertainty and volatility in the performance of our clients' businesses may reduce the accuracy of our estimates of our revenues, rebates, incentives and realization of prepaid assets.
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Our clients may implement cost-reduction initiatives that reduce or eliminate payment card marketing or increase requests for greater incentives or additional expense reductions, which may reduce our revenues.
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Our clients may decrease spending for optional or enhanced services, affecting our revenue and reducing cardholders' desire to use these products.
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Our clients may increase cardholder fees as a cost-recovery initiative, or as a result of regulatory action, decreasing our value proposition to consumers and reducing consumers' desire to use our products.
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Government intervention or investments in our clients may negatively affect our business with those institutions or otherwise alter their strategic direction away from our products.
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Tightening of credit availability could affect the ability of participating financial institutions to lend to us under the terms of our credit facility.
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The trading markets for U.S. government securities may be adversely affected by changes in investor sentiment. This could arise from a number of market forces, including, among others, the U.S. government's inability to meet its obligations or a possible further downgrade in its debt rating. This in turn could adversely affect the liquidity of our investments, a substantial portion of which are U.S. treasury and government securities.
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Our clients may default on their settlement obligations, including for reasons unrelated to payment card activity, such as mortgage matters.
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Adverse fluctuations in foreign currency exchange rates could negatively affect the dollar value of our revenues and payments in foreign currencies.
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The current economic environment could lead some clients to curtail or postpone near-term investments in growing their card portfolios, limit credit lines, modify fee and loyalty programs, or take other actions that adversely affect the growth of our volume and revenue streams from these clients.
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Declines in stock prices or significant instability could cause consumer spending to decline materially.
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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Properties
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ITEM 3.
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Legal Proceedings
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ITEM 4.
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Mine Safety Disclosures
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ITEM 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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2012
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High
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Low
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First Quarter
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$
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103.45
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$
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81.71
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Second Quarter
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120.70
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98.33
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Third Quarter
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125.35
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111.94
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Fourth Quarter
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136.65
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119.10
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2011
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High
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Low
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First Quarter
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$
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81.75
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$
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66.50
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Second Quarter
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77.08
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67.51
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Third Quarter
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87.36
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73.11
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Fourth Quarter
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94.75
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76.11
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2012
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Dividend
Per Share
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First Quarter
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$
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0.220
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Second Quarter
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0.220
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Third Quarter
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0.220
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Fourth Quarter
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0.220
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2011
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Dividend
Per Share
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First Quarter
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$
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0.150
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Second Quarter
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0.150
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Third Quarter
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0.150
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Fourth Quarter
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0.150
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Period
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(a)
Total
Number of
Shares
Purchased
(1)
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(b)
Average
Price Paid
per Share
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(c)
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
(2)
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(d)
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the Plans or
Programs
(2)
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|||||
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July 1-31, 2012
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—
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$
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—
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—
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1,039,218,694
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August 1-31, 2012
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940,288
|
|
|
$
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127.39
|
|
|
937,701
|
|
|
919,758,347
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September 1-30, 2012
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625,816
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|
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$
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131.48
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|
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625,816
|
|
|
837,464,184
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Total
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1,566,104
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$
|
129.02
|
|
|
1,563,517
|
|
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(1)
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Includes 2,587 shares of class A common stock withheld at an average price of $130.77 per share (under the terms of grants under our equity incentive compensation plan) to offset tax withholding obligations that occur upon vesting and release of restricted shares.
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(2)
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During the three months ended
September 30, 2012
, we repurchased 1.6 million shares of our class A common stock at an average price of $129.02 per share for a total cost of $202 million under share repurchase programs previously authorized by the board of directors in July and February 2012. The figures in the table reflect transactions according to the trade dates. For purposes of our consolidated financial statements included in this Form 10-K, the impact of these repurchases is recorded according to the settlement dates.
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Plan Category
|
(a)
Number of shares
of class A
common stock issuable upon exercise of
outstanding options
|
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Weighted-average
exercise price of
outstanding options
|
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Number of shares of
class A
common stock
remaining available for
future issuance under
equity compensation
plans (excluding shares
reflected in column (a))
|
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Equity compensation plans approved by stockholders
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4,509,708
|
|
(1)
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$60.99
|
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41,227,174
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Equity compensation plans not approved by stockholders
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675,967
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(2)
|
$49.22
|
|
—
|
|
Total
|
5,185,675
|
|
|
$59.46
|
|
41,227,174
|
|
|
|
|
|
|
|
|
|
(1)
|
In addition to options, the EIP authorizes the issuance of restricted stock, restricted stock units, performance shares and other stock-based awards. The maximum number of shares issuable as of
September 30, 2012
, pursuant to outstanding restricted stock units and performance shares totals
637,645
and
526,227
, respectively.
|
|
(2)
|
These shares may be issued upon the exercise of options issued by Visa replacing certain CyberSource options outstanding at the time of the acquisition as discussed further in
Note 5—Acquisitions
and
Note 17—Share-based Compensation
to our consolidated financial statements included in
Item 8
of this report. These options were issued under certain provisions of the EIP, which permit Visa to issue options in connection with certain acquisition transactions.
|
|
ITEM 6.
|
Selected Financial Data
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
|
Statement of Operations Data:
|
|
2012
(1)
|
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||||||
|
|
|
(in millions, except per share data)
|
||||||||||||||||||
|
Operating revenues
|
|
$
|
10,421
|
|
|
$
|
9,188
|
|
|
$
|
8,065
|
|
|
$
|
6,911
|
|
|
$
|
6,263
|
|
|
Operating expenses
|
|
8,282
|
|
|
3,732
|
|
|
3,476
|
|
|
3,373
|
|
|
5,031
|
|
|||||
|
Operating income
|
|
2,139
|
|
|
5,456
|
|
|
4,589
|
|
|
3,538
|
|
|
1,232
|
|
|||||
|
Net income attributable to Visa Inc.
|
|
2,144
|
|
|
3,650
|
|
|
2,966
|
|
|
2,353
|
|
|
804
|
|
|||||
|
Basic earnings per share—class A common stock
|
|
3.17
|
|
|
5.18
|
|
|
4.03
|
|
|
3.10
|
|
|
0.96
|
|
|||||
|
Diluted earnings per share—class A common stock
|
|
3.16
|
|
|
5.16
|
|
|
4.01
|
|
|
3.10
|
|
|
0.96
|
|
|||||
|
|
|
At September 30,
|
||||||||||||||||||
|
Balance Sheet Data:
|
|
2012
(1)
|
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||||||
|
|
|
(in millions, except per share data)
|
||||||||||||||||||
|
Total assets
|
|
$
|
40,013
|
|
|
$
|
34,760
|
|
|
$
|
33,408
|
|
|
$
|
32,281
|
|
|
$
|
34,981
|
|
|
Current portion of long-term debt
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
51
|
|
|||||
|
Current portion of accrued litigation
|
|
4,386
|
|
|
425
|
|
|
631
|
|
|
1,394
|
|
|
2,698
|
|
|||||
|
Long-term debt
|
|
—
|
|
|
—
|
|
|
32
|
|
|
44
|
|
|
55
|
|
|||||
|
Long-term accrued litigation
|
|
—
|
|
|
—
|
|
|
66
|
|
|
323
|
|
|
1,060
|
|
|||||
|
Total equity
|
|
27,630
|
|
|
26,437
|
|
|
25,014
|
|
|
23,193
|
|
|
21,141
|
|
|||||
|
Dividend declared and paid per common share
|
|
0.88
|
|
|
0.60
|
|
|
0.50
|
|
|
0.42
|
|
|
0.105
|
|
|||||
|
(1)
|
During fiscal 2012, we recorded: a one-time, non-cash tax benefit of $208 million related to the remeasurement of our net deferred tax liabilities; a covered litigation provision of $4.1 billion and related tax benefits; and the reversal of previously recorded tax reserves, which increased net income by $326 million.
|
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
•
|
Reversal of tax reserves.
During the fourth quarter of fiscal 2012, we reevaluated and reversed all previously recorded tax reserves and accrued interest associated with uncertainties related to the deductibility of covered litigation expense recorded in fiscal 2007 through the third quarter of fiscal 2012. This increased our net income for the fourth quarter of fiscal 2012 by $627 million. The reversal of tax reserves and related interest included $301 million related to reserves taken in the current year, and $326 million related to reserves taken in previous years.
|
|
•
|
Litigation provision.
During the third quarter of fiscal 2012, we recorded a litigation provision of
$4.1 billion
and related tax benefits associated with the interchange MDL, which is covered by the retrospective responsibility plan. Monetary liabilities from settlements of, or judgments in, the covered litigation will be paid from the litigation escrow account. See
Note 3—Retrospective Responsibility Plan
and
Note 21—Legal Matters
to our consolidated financial statements.
|
|
•
|
Deferred tax adjustment.
During the second quarter of fiscal 2012, our reported financial results benefited from a one-time, non-cash adjustment of $208 million related to the remeasurement of our net deferred tax liabilities attributable to changes in the California state apportionment rules.
|
|
•
|
Revaluation of Visa Europe put option.
During fiscal 2011, we recorded a decrease of $122 million in the fair value of the Visa Europe put option, which resulted in the recognition of non-cash, non-operating other income in our financial results. This amount is not subject to income tax and therefore had no impact on our reported income tax provision. The reduction in the fair value of the put option was the result of declines in our estimated long-term price-to-earnings ratio as compared to the estimated ratio applicable to Visa Europe and did not reflect any change in the likelihood that Visa Europe will exercise its option.
|
|
|
Fiscal 2012
|
|
|
Fiscal 2011
|
||||||||||||||||||||||||||
|
|
(in millions, except margin ratio and per share data)
|
|||||||||||||||||||||||||||||
|
|
Operating Expenses
|
|
Operating Margin
(1)
|
|
Net Income Attributable to Visa Inc.
|
|
Diluted Earnings Per Share
(2)
|
|
|
Operating Expenses
|
|
Operating Margin
(1)
|
|
Net Income Attributable to Visa Inc.
|
|
Diluted Earnings Per Share
(2)
|
||||||||||||||
|
As reported
|
$
|
8,282
|
|
|
21
|
%
|
|
$
|
2,144
|
|
|
$
|
3.16
|
|
|
|
$
|
3,732
|
|
|
59
|
%
|
|
$
|
3,650
|
|
|
$
|
5.16
|
|
|
Reversal of tax reserves
|
—
|
|
|
—
|
|
|
(326
|
)
|
|
(0.48
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Litigation provision
|
(4,098
|
)
|
|
39
|
%
|
|
2,593
|
|
|
3.82
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Impact of deferred tax adjustment
|
—
|
|
|
—
|
|
|
(208
|
)
|
|
(0.31
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Revaluation of Visa Europe put option
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(0.17
|
)
|
||||||
|
Adjusted
|
$
|
4,184
|
|
|
60
|
%
|
|
$
|
4,203
|
|
|
$
|
6.20
|
|
|
|
$
|
3,732
|
|
|
59
|
%
|
|
$
|
3,528
|
|
|
$
|
4.99
|
|
|
Diluted weighted-average shares outstanding (as reported)
|
|
|
|
|
|
|
678
|
|
|
|
|
|
|
|
|
|
707
|
|
||||||||||||
|
(1)
|
Operating margin is calculated as operating income divided by total operating revenues.
|
|
(2)
|
Figures in the table may not recalculate exactly due to rounding. Diluted earnings per share figures are calculated based on whole numbers, not the rounded numbers presented.
|
|
|
U.S.
|
|
Rest of World
|
|
Visa Inc.
|
|||||||||||||||||||||||||||
|
|
12 months
ended
June 30,
2012
(2)
|
|
12 months
ended
June 30,
2011
(2)
|
|
%
Change
|
|
12 months
ended
June 30,
2012
(2)
|
|
12 months
ended
June 30,
2011
(2)
|
|
%
Change
|
|
12 months
ended
June 30,
2012
(2)
|
|
12 months
ended
June 30,
2011
(2)
|
|
%
Change
|
|||||||||||||||
|
|
(in billions, except percentages)
|
|||||||||||||||||||||||||||||||
|
Nominal Payments Volume
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Consumer credit
|
$
|
710
|
|
|
$
|
641
|
|
|
11
|
%
|
|
$
|
1,370
|
|
|
$
|
1,188
|
|
|
15
|
%
|
|
$
|
2,081
|
|
|
$
|
1,829
|
|
|
14
|
%
|
|
Consumer debit
(3)
|
1,045
|
|
|
1,037
|
|
|
1
|
%
|
|
333
|
|
|
265
|
|
|
26
|
%
|
|
1,378
|
|
|
1,302
|
|
|
6
|
%
|
||||||
|
Commercial and other
(3)
|
311
|
|
|
282
|
|
|
10
|
%
|
|
130
|
|
|
116
|
|
|
12
|
%
|
|
440
|
|
|
398
|
|
|
11
|
%
|
||||||
|
Total Nominal Payments Volume
|
$
|
2,066
|
|
|
$
|
1,961
|
|
|
5
|
%
|
|
$
|
1,833
|
|
|
$
|
1,569
|
|
|
17
|
%
|
|
$
|
3,899
|
|
|
$
|
3,530
|
|
|
10
|
%
|
|
Cash volume
|
430
|
|
|
404
|
|
|
7
|
%
|
|
1,921
|
|
|
1,704
|
|
|
13
|
%
|
|
2,351
|
|
|
2,108
|
|
|
12
|
%
|
||||||
|
Total Nominal Volume
(4)
|
$
|
2,496
|
|
|
$
|
2,364
|
|
|
6
|
%
|
|
$
|
3,753
|
|
|
$
|
3,273
|
|
|
15
|
%
|
|
$
|
6,250
|
|
|
$
|
5,638
|
|
|
11
|
%
|
|
|
U.S.
|
|
Rest of World
|
|
Visa Inc.
|
|||||||||||||||||||||||||||
|
|
12 months
ended
June 30,
2011
(2)
|
|
12 months
ended
June 30,
2010
(2)
|
|
%
Change
|
|
12 months
ended
June 30,
2011
(2)
|
|
12 months
ended
June 30,
2010
(2)
|
|
%
Change
|
|
12 months
ended
June 30,
2011
(2)
|
|
12 months
ended
June 30,
2010
(2)
|
|
%
Change
|
|||||||||||||||
|
|
(in billions, except percentages)
|
|||||||||||||||||||||||||||||||
|
Nominal Payments Volume
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Consumer credit
|
$
|
641
|
|
|
$
|
599
|
|
|
7
|
%
|
|
$
|
1,188
|
|
|
$
|
987
|
|
|
20
|
%
|
|
$
|
1,829
|
|
|
$
|
1,586
|
|
|
15
|
%
|
|
Consumer debit
(3)
|
1,037
|
|
|
909
|
|
|
14
|
%
|
|
265
|
|
|
197
|
|
|
34
|
%
|
|
1,302
|
|
|
1,107
|
|
|
18
|
%
|
||||||
|
Commercial and other
(3)
|
282
|
|
|
243
|
|
|
16
|
%
|
|
116
|
|
|
100
|
|
|
15
|
%
|
|
398
|
|
|
344
|
|
|
16
|
%
|
||||||
|
Total Nominal Payments Volume
|
$
|
1,961
|
|
|
$
|
1,752
|
|
|
12
|
%
|
|
$
|
1,569
|
|
|
$
|
1,285
|
|
|
22
|
%
|
|
$
|
3,530
|
|
|
$
|
3,037
|
|
|
16
|
%
|
|
Cash volume
|
404
|
|
|
374
|
|
|
8
|
%
|
|
1,704
|
|
|
1,411
|
|
|
21
|
%
|
|
2,108
|
|
|
1,785
|
|
|
18
|
%
|
||||||
|
Total Nominal Volume
(4)
|
$
|
2,364
|
|
|
$
|
2,125
|
|
|
11
|
%
|
|
$
|
3,273
|
|
|
$
|
2,696
|
|
|
21
|
%
|
|
$
|
5,638
|
|
|
$
|
4,821
|
|
|
17
|
%
|
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on whole numbers, not the rounded numbers presented.
|
|
(2)
|
Service revenues in a given quarter are assessed based on payments volume in the prior quarter. Therefore, service revenues reported for the twelve months ended September 30, 2012, 2011 and 2010, were based on payments volume reported by our financial institution clients for the twelve months ended June 30, 2012, 2011 and 2010, respectively.
|
|
(3)
|
Includes prepaid volume.
|
|
(4)
|
Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal payments volume is the total monetary value of transactions for goods and services that are purchased. Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks. Total nominal volume is provided by our financial institution clients, subject to verification by Visa. From time to time, previously submitted volume information may be updated. Prior year volume information presented in these tables has not been updated, as subsequent adjustments were not material.
|
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
% Change
(1)
|
|
2011 vs. 2010
% Change
(1)
|
|||||
|
|
(in millions)
|
|
|
|
|
|
||||||||
|
Visa processed transactions
(2)
|
53,324
|
|
|
50,922
|
|
|
45,411
|
|
|
5
|
%
|
|
12
|
%
|
|
CyberSource billable transactions
(3)
|
5,182
|
|
|
4,137
|
|
|
3,032
(4)
|
|
|
25
|
%
|
|
36
|
%
|
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on whole numbers, not the rounded numbers presented.
|
|
(2)
|
Represents transactions involving Visa, Visa Electron, Interlink and PLUS cards processed on Visa's networks.
|
|
(3)
|
Transactions include, but are not limited to, authorization, settlement payment network connectivity, fraud management, payment security management, tax services and delivery address verification. Since its July 2010 acquisition, CyberSource activity has primarily contributed to our data processing revenues.
|
|
(4)
|
Includes CyberSource transactions prior to the July 2010 acquisition.
|
|
|
Fiscal Year ended
September 30,
|
|
$ Change
|
|
% Change
(1)
|
||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
vs.
2011
|
|
2011
vs.
2010
|
|
2012
vs.
2011
|
|
2011
vs.
2010
|
||||||||||||
|
|
(in millions, except percentages)
|
||||||||||||||||||||||||
|
U.S.
|
$
|
5,720
|
|
|
$
|
5,135
|
|
|
$
|
4,718
|
|
|
$
|
585
|
|
|
$
|
417
|
|
|
11
|
%
|
|
9
|
%
|
|
Rest of world
|
4,478
|
|
|
3,846
|
|
|
3,137
|
|
|
632
|
|
|
709
|
|
|
16
|
%
|
|
23
|
%
|
|||||
|
Visa Europe
|
223
|
|
|
207
|
|
|
210
|
|
|
16
|
|
|
(3
|
)
|
|
7
|
%
|
|
(1
|
)%
|
|||||
|
Total Operating Revenues
|
$
|
10,421
|
|
|
$
|
9,188
|
|
|
$
|
8,065
|
|
|
$
|
1,233
|
|
|
$
|
1,123
|
|
|
13
|
%
|
|
14
|
%
|
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on whole numbers, not the rounded numbers presented.
|
|
|
Fiscal Year ended
September 30,
|
|
$ Change
|
|
% Change
(1)
|
||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
vs.
2011
|
|
2011
vs.
2010
|
|
2012
vs.
2011
|
|
2011
vs.
2010
|
||||||||||||
|
|
(in millions, except percentages)
|
||||||||||||||||||||||||
|
Service revenues
|
$
|
4,872
|
|
|
$
|
4,261
|
|
|
$
|
3,497
|
|
|
$
|
611
|
|
|
$
|
764
|
|
|
14
|
%
|
|
22
|
%
|
|
Data processing revenues
|
3,975
|
|
|
3,478
|
|
|
3,125
|
|
|
497
|
|
|
353
|
|
|
14
|
%
|
|
11
|
%
|
|||||
|
International transaction revenues
|
3,025
|
|
|
2,674
|
|
|
2,290
|
|
|
351
|
|
|
384
|
|
|
13
|
%
|
|
17
|
%
|
|||||
|
Other revenues
|
704
|
|
|
655
|
|
|
713
|
|
|
49
|
|
|
(58
|
)
|
|
7
|
%
|
|
(8
|
)%
|
|||||
|
Client incentives
|
(2,155
|
)
|
|
(1,880
|
)
|
|
(1,560
|
)
|
|
(275
|
)
|
|
(320
|
)
|
|
15
|
%
|
|
21
|
%
|
|||||
|
Total Operating Revenues
|
$
|
10,421
|
|
|
$
|
9,188
|
|
|
$
|
8,065
|
|
|
$
|
1,233
|
|
|
$
|
1,123
|
|
|
13
|
%
|
|
14
|
%
|
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on whole numbers, not the rounded numbers presented.
|
|
•
|
Service revenues
increased in
fiscal 2012
primarily due to
10%
growth in nominal payments volume. The growth in service revenues was greater than the growth in nominal payments volume primarily reflecting differences in geography-specific pricing. Service revenues
increased in
fiscal 2011
primarily due to
16%
growth in nominal payments volume combined with benefits from competitive pricing actions.
|
|
•
|
Data processing revenues
increased in
fiscal 2012
primarily as a result of the implementation of our strategy to mitigate the negative impacts from the Dodd-Frank Act to some extent through pricing modifications and working with our clients and other business partners to win merchant preference to route transactions over our network. This price restructuring included the implementation of the Fixed Acquirer Network Fee, which was partially offset by reductions in certain variable fees. While data processing fees benefited from the price restructuring that became effective in the third quarter of
fiscal 2012
, increased merchant and acquirer incentives executed as part of this strategy resulted in higher client incentive levels, which partially offset this increase.
|
|
•
|
International transaction revenues
increased in
fiscal 2012
and
2011
primarily reflecting 11% and 18% growth in nominal cross-border volume, respectively.
|
|
•
|
Other revenues
increased in
fiscal 2012
primarily due to an increase in license fees as a result of payments volume growth. Other revenues
decreased in
fiscal 2011
primarily due to a change to present revenues and offsetting expenses related to the Visa Extras rewards program on a net basis instead of a gross basis, and as a result of a large issuer that converted away from the platform entirely in June 2010. The decrease was partially offset by increases in license fees and the inclusion of revenue from our acquired entities.
|
|
•
|
Client incentives
increased in
fiscal 2012
reflecting incentives incurred on long-term client contracts that were initiated or renewed during
fiscal 2012
, including a number of significant long-term merchant and acquirer contracts executed as part of our strategy to mitigate the impact of the Dodd-Frank Act. Client incentives also increased as a result of overall growth in global payments volume and certain one-time incentives incurred outside the U.S. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts. We expect incentives as a percentage of gross revenues to be in the range of 18% to 18.5% for the full 2013 fiscal year.
|
|
|
Fiscal Year ended
September 30,
|
|
$ Change
|
|
% Change
(1)
|
||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
vs.
2011
|
|
2011
vs.
2010
|
|
2012
vs.
2011
|
|
2011
vs.
2010
|
||||||||||||
|
|
(in millions, except percentages)
|
||||||||||||||||||||||||
|
Personnel
|
$
|
1,726
|
|
|
$
|
1,459
|
|
|
$
|
1,222
|
|
|
$
|
267
|
|
|
$
|
237
|
|
|
18
|
%
|
|
19
|
%
|
|
Network and processing
|
414
|
|
|
357
|
|
|
425
|
|
|
57
|
|
|
(68
|
)
|
|
16
|
%
|
|
(16
|
)%
|
|||||
|
Marketing
|
873
|
|
|
870
|
|
|
964
|
|
|
3
|
|
|
(94
|
)
|
|
—
|
%
|
|
(10
|
)%
|
|||||
|
Professional fees
|
385
|
|
|
337
|
|
|
286
|
|
|
48
|
|
|
51
|
|
|
14
|
%
|
|
18
|
%
|
|||||
|
Depreciation and amortization
|
333
|
|
|
288
|
|
|
265
|
|
|
45
|
|
|
23
|
|
|
16
|
%
|
|
9
|
%
|
|||||
|
General and administrative
|
451
|
|
|
414
|
|
|
359
|
|
|
37
|
|
|
55
|
|
|
9
|
%
|
|
15
|
%
|
|||||
|
Litigation provision
|
4,100
|
|
|
7
|
|
|
(45
|
)
|
|
4,093
|
|
|
52
|
|
|
NM
|
|
|
NM
|
|
|||||
|
Total Operating Expenses
(2)
|
$
|
8,282
|
|
|
$
|
3,732
|
|
|
$
|
3,476
|
|
|
$
|
4,550
|
|
|
$
|
256
|
|
|
NM
|
|
|
7
|
%
|
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on whole numbers, not the rounded numbers presented.
|
|
(2)
|
Excluding the litigation provision of $4.1 billion recorded in fiscal 2012, associated with litigation covered by the retrospective responsibility plan, operating expenses for fiscal 2012 were $4.2 billion, an increase of 12% over the prior year on an adjusted basis.
|
|
•
|
Personnel
increased in fiscal
2012
primarily due to increases in headcount throughout the organization combined with higher employee incentive-related costs. The increase also reflects annualized costs from our acquisitions of PlaySpan and Fundamo in March 2011 and June 2011, respectively. The increase in fiscal
2011
primarily reflects the inclusion of new employees from our acquisitions of CyberSource, PlaySpan and Fundamo. The increases in headcount reflect our strategy to invest for future growth, particularly outside the U.S., in support of our core business, as well as our eCommerce and mobile initiatives.
|
|
•
|
Network and processing
increased in fiscal
2012
primarily due to higher fees paid for the operation of our processing network attributable to increased transaction volumes.
|
|
•
|
Marketing
remained flat in fiscal
2012
despite an increase in spending to support new product initiatives and our sponsorship of the 2012 Summer Olympics. We expect to incur under $1 billion of marketing expense in fiscal 2013, including incremental investment to support our key country growth strategies and new product initiatives.
|
|
•
|
Professional fees
increased in fiscal
2012
and
2011
, primarily reflecting greater investment in technology projects to support our eCommerce and mobile initiatives.
|
|
•
|
Depreciation and amortization
increased in fiscal
2012
, primarily due to additional depreciation expense from our ongoing investments in technology assets and infrastructure to support our core business as well as our eCommerce and mobile initiatives.
|
|
•
|
General and administrative
increased primarily due to travel activities in support of our international expansion, combined with the absence of unrealized foreign exchange gains recorded in fiscal 2011 upon the remeasurement of monetary asset and liabilities held by foreign subsidiaries into their functional currencies.
|
|
•
|
Litigation provision
in fiscal
2012
reflects a
$4.1 billion
accrual related to litigation covered by the retrospective responsibility plan. The credit to the provision in fiscal 2010 was primarily the result of a
$41 million
pre-tax gain recognized related to the prepayment of the remaining obligations under the Retailers’ litigation settlement, combined with the release of accruals for certain other legal matters settled during fiscal 2010. See
Note 2—Retrospective Responsibility Plan
and
Note 21—Legal Matters
to our consolidated financial statements.
|
|
|
Fiscal Year ended
September 30,
|
|
$ Change
|
|
% Change
(1)
|
||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
vs.
2011
|
|
2011
vs.
2010
|
|
2012
vs.
2011
|
|
2011
vs.
2010
|
||||||||||||
|
|
(in millions, except percentages)
|
||||||||||||||||||||||||
|
Interest income (expense)
|
$
|
29
|
|
|
$
|
(32
|
)
|
|
$
|
(72
|
)
|
|
$
|
61
|
|
|
$
|
40
|
|
|
NM
|
|
|
(55
|
)%
|
|
Investment income
|
36
|
|
|
108
|
|
|
49
|
|
|
(72
|
)
|
|
59
|
|
|
(67
|
)%
|
|
NM
|
|
|||||
|
Other
|
3
|
|
|
124
|
|
|
72
|
|
|
(121
|
)
|
|
52
|
|
|
(98
|
)%
|
|
73
|
%
|
|||||
|
Total Other Income (Expense)
|
$
|
68
|
|
|
$
|
200
|
|
|
$
|
49
|
|
|
$
|
(132
|
)
|
|
$
|
151
|
|
|
(66
|
)%
|
|
NM
|
|
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on whole numbers, not the rounded numbers presented.
|
|
•
|
Interest income
for fiscal 2012 reflects the reversal of previously accrued interest associated with tax reserves for uncertainties related to the deductibility of covered litigation expense. Interest expense in fiscal 2011 reflects lower interest accretion due to declining litigation balances as well as the reversal of previously accrued interest upon the effective settlement of uncertainties surrounding the timing of certain deductions for income tax purposes. See
Note 20—Income Taxes
and
Note 21—Legal Matters
to our consolidated financial statements.
|
|
•
|
Investment income
includes pre-tax gains of $85 million recognized in fiscal 2011 upon the sale of our investment in Visa Vale issuer Companhia Brasileira de Soluções e Serviços, or CBSS, and $20 million
|
|
•
|
Other
non-operating income primarily reflects non-cash adjustments to the fair market value of the Visa Europe put option of $122 million and $79 million in fiscal 2011 and 2010, respectively. The changes in value are not subject to tax, and do not reflect any change in the likelihood that Visa Europe will exercise its option. See
Note 2—Visa Europe
to our consolidated financial statements.
|
|
▪
|
the reversal of previously recorded tax reserves associated with uncertainties related to the deductibility of covered litigation expense;
|
|
▪
|
a decrease in our overall state tax rate due to changes in the California apportionment rules and the associated one-time, non-cash benefit of $208 million from the remeasurement of existing net deferred tax liabilities primarily related to the $11 billion of indefinite-lived intangible assets recorded in our 2007 reorganization;
|
|
▪
|
a one-time benefit recognized upon initial recognition of foreign tax credits;
|
|
▪
|
the effect of applying the foregoing adjustments to a pre-tax income that was reduced by a $4.1 billion covered litigation provision; and
|
|
▪
|
the absence of nontaxable revaluations of the Visa Europe put option.
|
|
|
Income Before Income Taxes
|
|
Income Tax Provision
|
|
Effective Income Tax Rate
|
|||||
|
|
(in millions, except for percentages)
|
|||||||||
|
As reported
|
$
|
2,207
|
|
|
$
|
65
|
|
|
3
|
%
|
|
Reversal of tax reserves
|
(43
|
)
|
|
283
|
|
|
|
|||
|
Litigation provision
|
4,098
|
|
|
1,505
|
|
|
|
|||
|
Remeasurement of net deferred tax liabilities
|
—
|
|
|
208
|
|
|
|
|||
|
Adjusted
|
$
|
6,262
|
|
|
$
|
2,061
|
|
|
33
|
%
|
|
•
|
provide adequate liquidity to cover operating expenditures and liquidity contingency scenarios;
|
|
•
|
ensure payments on required litigation settlements;
|
|
•
|
ensure timely completion of payments settlement activities;
|
|
•
|
make planned capital investments in our business;
|
|
•
|
pay dividends and repurchase our shares at the discretion of our board of directors; and
|
|
•
|
optimize income earned by investing excess cash in securities that enable us to meet our working capital and liquidity needs.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in millions)
|
||||||||||
|
Total cash provided by (used in):
|
|
|
|
|
|
||||||
|
Operating activities
|
$
|
5,009
|
|
|
$
|
3,872
|
|
|
$
|
2,691
|
|
|
Investing activities
|
(2,414
|
)
|
|
(2,299
|
)
|
|
(1,904
|
)
|
|||
|
Financing activities
|
(2,655
|
)
|
|
(3,304
|
)
|
|
(1,542
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
7
|
|
|
(9
|
)
|
|
5
|
|
|||
|
Decrease in cash and cash equivalents
|
$
|
(53
|
)
|
|
$
|
(1,740
|
)
|
|
$
|
(750
|
)
|
|
|
Standard and Poor’s
|
|
Moody’s
|
||||
|
Debt type
|
Rating
|
|
Outlook
|
|
Rating
|
|
Outlook
|
|
Short-term unsecured debt
|
A-1
|
|
Stable
|
|
P-1
|
|
Stable
|
|
Long-term unsecured debt
|
A+
|
|
Stable
|
|
A1
|
|
Stable
|
|
|
Visa Inc’s Forward
Price-to-Earnings Ratio
|
|
Payout Assuming
Adjusted Sustainable
Income of $100 million
(1)
|
|
Increase/Decrease in Payout
for Each $25 million of
Adjusted Sustainable
Income Above/Below $100 million
|
|
|
|
|
|
(in millions)
|
|
(in millions)
|
|
|
|
25
|
|
$2,500
|
|
$625
|
|
|
|
20
|
|
$2,000
|
|
$500
|
|
|
|
15
|
|
$1,500
|
|
$375
|
|
|
(1)
|
Given the large range of different economic environments and circumstances under which Visa Europe could decide to exercise its option, the ultimate purchase price could be several billion dollars or more.
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
|
Total
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
|
Purchase orders
(1)
|
$
|
847
|
|
|
$
|
148
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
1,043
|
|
|
Leases
(2)
|
101
|
|
|
123
|
|
|
63
|
|
|
64
|
|
|
351
|
|
|||||
|
Client incentives
(3)
|
2,537
|
|
|
3,509
|
|
|
2,025
|
|
|
582
|
|
|
8,653
|
|
|||||
|
Marketing and sponsorship
(4)
|
120
|
|
|
237
|
|
|
115
|
|
|
231
|
|
|
703
|
|
|||||
|
Litigation settlement payments
(5)
|
4,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,383
|
|
|||||
|
Dividends
(6)
|
221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|||||
|
Total
(7,8,9)
|
$
|
8,209
|
|
|
$
|
4,017
|
|
|
$
|
2,251
|
|
|
$
|
877
|
|
|
$
|
15,354
|
|
|
(1)
|
Represents agreements to purchase goods and services that specify significant terms, including: fixed or minimum quantities to be purchased and fixed, minimum or variable price provisions, and the approximate timing of the transaction.
|
|
(2)
|
Includes both operating and capital leases for premises, equipment and software licenses, which range in terms from one to eighteen years.
|
|
(3)
|
Represents future cash payments for incentive agreements with select clients under various programs designed to build payments volume, increase acceptance and win merchant preference to route transactions over our network. These agreements, which range in terms from one to thirteen years, can provide card issuance and/or conversion support, volume / growth targets and marketing and program support based on specific performance requirements. Payments under these agreements will generally be offset by revenues earned from higher corresponding payments and transaction volumes. These payment amounts are estimates and will change based on customer performance, amendments to existing contracts or execution of new contracts. Related amounts disclosed in
Note 18—Commitments and Contingencies
to our consolidated financial statements
|
|
(4)
|
Visa is a party to contractual sponsorship agreements ranging from approximately three to sixteen years. These contracts are designed to help increase Visa-branded cards and volumes. Over the life of these contracts, Visa is required to make payments in exchange for certain advertising and promotional rights. In connection with these contractual commitments, Visa has an obligation to spend certain minimum amounts for advertising and marketing promotion over the life of the contract. For obligations where the individual years of spend are not specified in the contract, we have estimated the timing of when these amounts will be spent.
|
|
(5)
|
Visa, MasterCard, various U.S. financial institution defendants, and the class plaintiffs signed a settlement agreement to resolve the class plaintiffs' claims in the interchange multidistrict litigation proceedings on October 19, 2012. The amount in the table represents the maximum amount expected to be paid out in fiscal 2013 under the class plaintiffs' settlement agreement and the individual plaintiffs' settlement agreement from the litigation escrow account. This amount includes the
$350 million
payment to the Individual Plaintiffs' Settlement Fund made in October 2012. A litigation provision of $4.1 billion for the covered litigation was booked during fiscal 2012. See
Note 3—Retrospective Responsibility Plan
and
Note 21—Legal Matters
to our consolidated financial statements.
|
|
(6)
|
Includes expected dividend amount of
$221 million
as dividends were declared on
October 24, 2012
and will be paid on
December 4, 2012
to all holders of record of Visa's common stock as of
November 16, 2012
.
|
|
(7)
|
We have liabilities for uncertain tax positions of $139 million. At September 30, 2012, we also accrued
$20 million
of interest and
$7 million
of penalties associated with our uncertain tax positions. We cannot determine the range of cash payments that will be made and the timing of the cash settlements, if any, associated with our uncertain tax positions. Therefore, no amounts related to these obligations have been included in the table.
|
|
(8)
|
Visa granted a perpetual put option to Visa Europe, which if exercised, will require us to purchase all of the outstanding shares of capital stock of Visa Europe from its members. Due to the perpetual nature of the instrument and the various economic conditions, which could exist when the put is exercised, the ultimate amount and timing of Visa's obligation, if any, cannot be reliably estimated. Therefore, no amounts related to this obligation have been included in the table. However, given the range of different economic environments and circumstances under which Visa Europe could exercise its option, the ultimate purchase price could be several billion dollars or more. The fair value of the Visa Europe put option itself totaling
$145 million
at September 30, 2012 has also been excluded from this table as it does not represent the amount or an estimate of the amount of Visa's obligation in the event of exercise. See
Liquidity
and
Critical Accounting Estimates
sections of this
Management's Discussion and Analysis of Financial Condition and Results of Operations
and
Note 2—Visa Europe
to our consolidated financial statements.
|
|
(9)
|
We evaluate the need to make contributions to our pension plan after considering the funded status of the pension plan, movements in the discount rate, performance of the plan assets and related tax consequences. Expected contributions to our pension plan have not been included in the table as such amounts are dependent upon the considerations discussed above, and may result in a wide range of amounts. See
Note 11—Pension, Postretirement and Other Benefits
to our consolidated financial statements
.
|
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
|
|
|
|
|
Page
|
|
As of September 30, 2012 and 2011 and for the years ended September 30, 2012, 2011 and 2010
|
|
|
|
|
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
|
|
(in millions, except par value data)
|
||||||
|
Assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
2,074
|
|
|
$
|
2,127
|
|
|
Restricted cash—litigation escrow (Note 3)
|
4,432
|
|
|
2,857
|
|
||
|
Investment securities (Note 4)
|
|
|
|
||||
|
Trading
|
66
|
|
|
57
|
|
||
|
Available-for-sale
|
677
|
|
|
1,214
|
|
||
|
Settlement receivable
|
454
|
|
|
412
|
|
||
|
Accounts receivable
|
723
|
|
|
560
|
|
||
|
Customer collateral (Note 12)
|
823
|
|
|
931
|
|
||
|
Current portion of client incentives
|
209
|
|
|
278
|
|
||
|
Deferred tax assets (Note 20)
|
2,027
|
|
|
489
|
|
||
|
Prepaid expenses and other current assets (Note 6)
|
301
|
|
|
265
|
|
||
|
Total current assets
|
11,786
|
|
|
9,190
|
|
||
|
Investment securities, available-for-sale (Note 4)
|
3,283
|
|
|
711
|
|
||
|
Client incentives
|
58
|
|
|
85
|
|
||
|
Property, equipment and technology, net (Note 7)
|
1,634
|
|
|
1,541
|
|
||
|
Other assets (Note 6)
|
151
|
|
|
129
|
|
||
|
Intangible assets, net (Note 8)
|
11,420
|
|
|
11,436
|
|
||
|
Goodwill
|
11,681
|
|
|
11,668
|
|
||
|
Total assets
|
$
|
40,013
|
|
|
$
|
34,760
|
|
|
Liabilities
|
|
|
|
||||
|
Accounts payable
|
$
|
152
|
|
|
$
|
169
|
|
|
Settlement payable
|
719
|
|
|
449
|
|
||
|
Customer collateral (Note 12)
|
823
|
|
|
931
|
|
||
|
Accrued compensation and benefits
|
460
|
|
|
387
|
|
||
|
Client incentives
|
830
|
|
|
528
|
|
||
|
Accrued liabilities (Note 9)
|
584
|
|
|
562
|
|
||
|
Accrued litigation (Note 21)
|
4,386
|
|
|
425
|
|
||
|
Total current liabilities
|
7,954
|
|
|
3,451
|
|
||
|
Deferred tax liabilities (Note 20)
|
4,058
|
|
|
4,205
|
|
||
|
Other liabilities (Note 9)
|
371
|
|
|
667
|
|
||
|
Total liabilities
|
12,383
|
|
|
8,323
|
|
||
|
Commitments and contingencies (Note 18)
|
|
|
|
||||
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
|
|
(in millions, except par value data)
|
||||||
|
Equity
|
|
|
|
||||
|
Preferred stock, $0.0001 par value, 25 shares authorized and none issued
|
$
|
—
|
|
|
$
|
—
|
|
|
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 535 and 520 shares issued and outstanding at September 30, 2012, and September 30, 2011, respectively (Note 15)
|
—
|
|
|
—
|
|
||
|
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at September 30, 2012 and September 30, 2011 (Note 15)
|
—
|
|
|
—
|
|
||
|
Class C common stock, $0.0001 par value, 1,097 shares authorized, 31 and 47 shares issued and outstanding at September 30, 2012, and September 30, 2011, respectively (Note 15)
|
—
|
|
|
—
|
|
||
|
Additional paid-in capital
|
19,992
|
|
|
19,907
|
|
||
|
Accumulated income
|
7,809
|
|
|
6,706
|
|
||
|
Accumulated other comprehensive income (loss), net
|
|
|
|
||||
|
Investment securities, available-for-sale
|
3
|
|
|
—
|
|
||
|
Defined benefit pension and other postretirement plans
|
(186
|
)
|
|
(186
|
)
|
||
|
Derivative instruments classified as cash flow hedges
|
13
|
|
|
18
|
|
||
|
Foreign currency translation adjustments
|
(1
|
)
|
|
(8
|
)
|
||
|
Total accumulated other comprehensive loss, net
|
(171
|
)
|
|
(176
|
)
|
||
|
Total equity
|
27,630
|
|
|
26,437
|
|
||
|
Total liabilities and equity
|
$
|
40,013
|
|
|
$
|
34,760
|
|
|
|
For the Years Ended
September 30,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in millions, except per share data)
|
||||||||||
|
Operating Revenues
|
|
|
|
|
|
||||||
|
Service revenues
|
$
|
4,872
|
|
|
$
|
4,261
|
|
|
$
|
3,497
|
|
|
Data processing revenues
|
3,975
|
|
|
3,478
|
|
|
3,125
|
|
|||
|
International transaction revenues
|
3,025
|
|
|
2,674
|
|
|
2,290
|
|
|||
|
Other revenues
|
704
|
|
|
655
|
|
|
713
|
|
|||
|
Client incentives
|
(2,155
|
)
|
|
(1,880
|
)
|
|
(1,560
|
)
|
|||
|
Total operating revenues
|
10,421
|
|
|
9,188
|
|
|
8,065
|
|
|||
|
Operating Expenses
|
|
|
|
|
|
||||||
|
Personnel
|
1,726
|
|
|
1,459
|
|
|
1,222
|
|
|||
|
Network and processing
|
414
|
|
|
357
|
|
|
425
|
|
|||
|
Marketing
|
873
|
|
|
870
|
|
|
964
|
|
|||
|
Professional fees
|
385
|
|
|
337
|
|
|
286
|
|
|||
|
Depreciation and amortization
|
333
|
|
|
288
|
|
|
265
|
|
|||
|
General and administrative
|
451
|
|
|
414
|
|
|
359
|
|
|||
|
Litigation provision (Note 21)
|
4,100
|
|
|
7
|
|
|
(45
|
)
|
|||
|
Total operating expenses
|
8,282
|
|
|
3,732
|
|
|
3,476
|
|
|||
|
Operating income
|
2,139
|
|
|
5,456
|
|
|
4,589
|
|
|||
|
Other Income (Expense)
|
|
|
|
|
|
||||||
|
Interest income (expense)
|
29
|
|
|
(32
|
)
|
|
(72
|
)
|
|||
|
Investment income (Note 4)
|
36
|
|
|
108
|
|
|
49
|
|
|||
|
Other
|
3
|
|
|
124
|
|
|
72
|
|
|||
|
Total other income
|
68
|
|
|
200
|
|
|
49
|
|
|||
|
Income before income taxes
|
2,207
|
|
|
5,656
|
|
|
4,638
|
|
|||
|
Income tax provision
|
65
|
|
|
2,010
|
|
|
1,674
|
|
|||
|
Net income including non-controlling interest
|
2,142
|
|
|
3,646
|
|
|
2,964
|
|
|||
|
Loss attributable to non-controlling interest
|
2
|
|
|
4
|
|
|
2
|
|
|||
|
Net income attributable to Visa Inc.
|
$
|
2,144
|
|
|
$
|
3,650
|
|
|
$
|
2,966
|
|
|
|
For the Years Ended
September 30,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in millions, except per share data)
|
||||||||||
|
Basic earnings per share (Note 16)
|
|
|
|
|
|
||||||
|
Class A common stock
|
$
|
3.17
|
|
|
$
|
5.18
|
|
|
$
|
4.03
|
|
|
Class B common stock
|
$
|
1.40
|
|
|
$
|
2.59
|
|
|
$
|
2.31
|
|
|
Class C common stock
|
$
|
3.17
|
|
|
$
|
5.18
|
|
|
$
|
4.03
|
|
|
Basic weighted-average shares outstanding (Note 16)
|
|
|
|
|
|
||||||
|
Class A common stock
|
524
|
|
|
509
|
|
|
482
|
|
|||
|
Class B common stock
|
245
|
|
|
245
|
|
|
245
|
|
|||
|
Class C common stock
|
41
|
|
|
70
|
|
|
112
|
|
|||
|
Diluted earnings per share (Note 16)
|
|
|
|
|
|
||||||
|
Class A common stock
|
$
|
3.16
|
|
|
$
|
5.16
|
|
|
$
|
4.01
|
|
|
Class B common stock
|
$
|
1.39
|
|
|
$
|
2.58
|
|
|
$
|
2.30
|
|
|
Class C common stock
|
$
|
3.16
|
|
|
$
|
5.16
|
|
|
$
|
4.01
|
|
|
Diluted weighted-average shares outstanding (Note 16)
|
|
|
|
|
|
||||||
|
Class A common stock
|
678
|
|
|
707
|
|
|
739
|
|
|||
|
Class B common stock
|
245
|
|
|
245
|
|
|
245
|
|
|||
|
Class C common stock
|
41
|
|
|
70
|
|
|
112
|
|
|||
|
|
For the Years Ended
September 30,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in millions)
|
||||||||||
|
Net income including non-controlling interest
|
$
|
2,142
|
|
|
$
|
3,646
|
|
|
$
|
2,964
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
|
Investment securities, available-for-sale
|
|
|
|
|
|
||||||
|
Net unrealized gain (loss)
|
4
|
|
|
(1
|
)
|
|
(10
|
)
|
|||
|
Income tax effect
|
(1
|
)
|
|
—
|
|
|
4
|
|
|||
|
Reclassification adjustment for net gain realized in net income including non-controlling interest
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|||
|
Income tax effect
|
—
|
|
|
2
|
|
|
—
|
|
|||
|
Defined benefit pension and other postretirement plans
|
—
|
|
|
(117
|
)
|
|
35
|
|
|||
|
Income tax effect
|
—
|
|
|
46
|
|
|
(14
|
)
|
|||
|
Derivative instruments classified as cash flow hedges
|
|
|
|
|
|
||||||
|
Net unrealized gain (loss)
|
3
|
|
|
18
|
|
|
(28
|
)
|
|||
|
Income tax effect
|
(1
|
)
|
|
(9
|
)
|
|
6
|
|
|||
|
Reclassification adjustment for net (gain) loss realized in net income including non-controlling interest
|
(14
|
)
|
|
62
|
|
|
61
|
|
|||
|
Income tax effect
|
7
|
|
|
(13
|
)
|
|
(21
|
)
|
|||
|
Foreign currency translation adjustments
|
7
|
|
|
(9
|
)
|
|
5
|
|
|||
|
Other comprehensive income (loss), net of tax
|
5
|
|
|
(25
|
)
|
|
37
|
|
|||
|
Comprehensive income including non-controlling interest
|
$
|
2,147
|
|
|
$
|
3,621
|
|
|
$
|
3,001
|
|
|
Comprehensive loss attributable to non-controlling interest
|
2
|
|
|
4
|
|
|
2
|
|
|||
|
Comprehensive income attributable to Visa Inc.
|
$
|
2,149
|
|
|
$
|
3,625
|
|
|
$
|
3,003
|
|
|
|
Common Stock
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Accumulated
Income
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-
Controlling
Interest
|
|
Total
Equity
(Deficit)
|
||||||||||||||||||||
|
|
Class A
|
|
Class B
|
|
Class C
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
(in millions, except per share data)
|
|||||||||||||||||||||||||||||||
|
Balance as of September 30, 2009
|
470
|
|
|
245
|
|
|
131
|
|
|
$
|
21,160
|
|
|
$
|
(2
|
)
|
|
$
|
2,219
|
|
|
$
|
(188
|
)
|
|
$
|
4
|
|
|
$
|
23,193
|
|
|
Net income attributable to Visa Inc.
|
|
|
|
|
|
|
|
|
|
|
2,966
|
|
|
|
|
|
|
2,966
|
|
|||||||||||||
|
Loss attributable to non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||||||||||
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
|
37
|
|
|||||||||||||
|
Comprehensive income including non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,001
|
|
||||||||||||||
|
Issuance of restricted share awards
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
|
Conversion of class C common stock upon sale into public market
|
34
|
|
|
|
|
(34
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
|
Share-based compensation (Note 17)
|
|
|
|
|
|
|
131
|
|
|
|
|
|
|
|
|
|
|
131
|
|
|||||||||||||
|
Excess tax benefit for share-based compensation
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|||||||||||||
|
Cash proceeds from exercise of stock options
|
1
|
|
|
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
56
|
|
||||||||||||
|
Restricted stock instruments settled in cash for taxes
(1)
|
|
|
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|||||||||||||
|
Cash dividends declared and paid, at a quarterly amount of $0.125 per as-converted share
|
|
|
|
|
|
|
|
|
|
|
(368
|
)
|
|
|
|
|
|
(368
|
)
|
|||||||||||||
|
Retirement of treasury stock
|
|
|
|
|
|
|
(2
|
)
|
|
2
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
|
Repurchase of class A common stock
|
(13
|
)
|
|
|
|
|
|
(551
|
)
|
|
|
|
(449
|
)
|
|
|
|
|
|
(1,000
|
)
|
|||||||||||
|
Special IPO dividends received from cost-method investees
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||||||
|
Investment in partially-owned consolidated subsidiary
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
1
|
|
|
—
|
|
||||||||||||
|
Balance as of September 30, 2010
|
493
|
|
|
245
|
|
|
97
|
|
|
$
|
20,794
|
|
|
$
|
—
|
|
|
$
|
4,368
|
|
|
$
|
(151
|
)
|
|
$
|
3
|
|
|
$
|
25,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Common Stock
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Accumulated
Income
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-
Controlling
Interest
|
|
Total
Equity
(Deficit)
|
||||||||||||||||||||
|
|
Class A
|
|
Class B
|
|
Class C
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
(in millions, except per share data)
|
|||||||||||||||||||||||||||||||
|
Balance as of September 30, 2010
|
493
|
|
|
245
|
|
|
97
|
|
|
$
|
20,794
|
|
|
$
|
—
|
|
|
$
|
4,368
|
|
|
$
|
(151
|
)
|
|
$
|
3
|
|
|
$
|
25,014
|
|
|
Net income attributable to Visa Inc.
|
|
|
|
|
|
|
|
|
|
|
3,650
|
|
|
|
|
|
|
3,650
|
|
|||||||||||||
|
Loss attributable to non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||||||||||
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(25
|
)
|
|
|
|
(25
|
)
|
|||||||||||||
|
Comprehensive income including non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,621
|
|
||||||||||||||
|
Issuance of restricted share awards
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
|
Vesting of restricted stock units and performance shares
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Conversion of class C common stock upon sale into public market
|
50
|
|
|
|
|
(50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
|
Share-based compensation (Note 17)
|
|
|
|
|
|
|
154
|
|
|
|
|
|
|
|
|
|
|
154
|
|
|||||||||||||
|
Excess tax benefit for share-based compensation
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|||||||||||||
|
Cash proceeds from exercise of stock options
|
3
|
|
|
|
|
|
|
99
|
|
|
|
|
|
|
|
|
|
|
99
|
|
||||||||||||
|
Restricted stock instruments settled in cash for taxes
|
(1
|
)
|
|
|
|
|
|
(22
|
)
|
|
|
|
|
|
|
|
|
|
(22
|
)
|
||||||||||||
|
Cash dividends declared and paid, at a quarterly amount of $0.15 per as-converted share
|
|
|
|
|
|
|
|
|
|
|
(423
|
)
|
|
|
|
|
|
(423
|
)
|
|||||||||||||
|
Repurchase of class A common stock (Note 15)
|
(27
|
)
|
|
|
|
|
|
(1,135
|
)
|
|
|
|
(889
|
)
|
|
|
|
|
|
(2,024
|
)
|
|||||||||||
|
Investment in partially-owned consolidated subsidiary
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
1
|
|
|
—
|
|
||||||||||||
|
Balance as of September 30, 2011
|
520
|
|
|
245
|
|
|
47
|
|
|
$
|
19,907
|
|
|
$
|
—
|
|
|
$
|
6,706
|
|
|
$
|
(176
|
)
|
|
$
|
—
|
|
|
$
|
26,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Common Stock
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Accumulated
Income
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-
Controlling
Interest
|
|
Total
Equity
(Deficit)
|
||||||||||||||||||||
|
|
Class A
|
|
Class B
|
|
Class C
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
(in millions, except per share data)
|
|||||||||||||||||||||||||||||||
|
Balance as of September 30, 2011
|
520
|
|
|
245
|
|
|
47
|
|
|
$
|
19,907
|
|
|
$
|
—
|
|
|
$
|
6,706
|
|
|
$
|
(176
|
)
|
|
$
|
—
|
|
|
$
|
26,437
|
|
|
Net income attributable to Visa Inc.
|
|
|
|
|
|
|
|
|
|
|
2,144
|
|
|
|
|
|
|
2,144
|
|
|||||||||||||
|
Loss attributable to non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||||||||||
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
5
|
|
|||||||||||||
|
Comprehensive income including non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,147
|
|
||||||||||||||
|
Issuance of restricted share awards
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
|
Conversion of class C common stock upon sale into public market
|
16
|
|
|
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
|
Share-based compensation (Note 17)
|
|
|
|
|
|
|
147
|
|
|
|
|
|
|
|
|
|
|
147
|
|
|||||||||||||
|
Excess tax benefit for share-based compensation
|
|
|
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
71
|
|
|||||||||||||
|
Cash proceeds from exercise of stock options
|
4
|
|
|
|
|
|
|
174
|
|
|
|
|
|
|
|
|
|
|
174
|
|
||||||||||||
|
Restricted stock instruments settled in cash for taxes
(1)
|
|
|
|
|
|
|
(40
|
)
|
|
|
|
|
|
|
|
|
|
(40
|
)
|
|||||||||||||
|
Cash dividends declared and paid, at a quarterly amount of $0.22 per as-converted share (Note 15)
|
|
|
|
|
|
|
|
|
|
|
(595
|
)
|
|
|
|
|
|
(595
|
)
|
|||||||||||||
|
Repurchase of class A common stock (Note 15)
|
(6
|
)
|
|
|
|
|
|
(264
|
)
|
|
|
|
(446
|
)
|
|
|
|
|
|
(710
|
)
|
|||||||||||
|
Purchase of non-controlling interest
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
2
|
|
|
(1
|
)
|
||||||||||||
|
Balance as of September 30, 2012
|
535
|
|
|
245
|
|
|
31
|
|
|
$
|
19,992
|
|
|
$
|
—
|
|
|
$
|
7,809
|
|
|
$
|
(171
|
)
|
|
$
|
—
|
|
|
$
|
27,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
For the Years Ended
September 30,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in millions)
|
||||||||||
|
Operating Activities
|
|
|
|
|
|
||||||
|
Net income including non-controlling interest
|
$
|
2,142
|
|
|
$
|
3,646
|
|
|
$
|
2,964
|
|
|
Adjustments to reconcile net income including non-controlling interest to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
|
Amortization of client incentives
|
2,155
|
|
|
1,880
|
|
|
1,560
|
|
|||
|
Fair value adjustment for the Visa Europe put option
|
—
|
|
|
(122
|
)
|
|
(79
|
)
|
|||
|
Share-based compensation
|
147
|
|
|
154
|
|
|
131
|
|
|||
|
Excess tax benefit for share-based compensation
|
(71
|
)
|
|
(18
|
)
|
|
(14
|
)
|
|||
|
Depreciation and amortization of intangible assets and property, equipment and technology
|
333
|
|
|
288
|
|
265
|
|||||
|
Litigation provision and accretion (Note 21)
|
4,101
|
|
|
18
|
|
|
(18
|
)
|
|||
|
Deferred income taxes
|
(1,690
|
)
|
|
164
|
|
|
249
|
|
|||
|
Other
|
(8
|
)
|
|
(104
|
)
|
|
(32
|
)
|
|||
|
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
|
Settlement receivable
|
(42
|
)
|
|
(4
|
)
|
|
203
|
|
|||
|
Accounts receivable
|
(161
|
)
|
|
(79
|
)
|
|
(7
|
)
|
|||
|
Client incentives
|
(1,757
|
)
|
|
(1,857
|
)
|
|
(1,386
|
)
|
|||
|
Other assets
|
(26
|
)
|
|
2
|
|
|
(42
|
)
|
|||
|
Accounts payable
|
(17
|
)
|
|
29
|
|
|
(21
|
)
|
|||
|
Settlement payable
|
270
|
|
|
36
|
|
|
(245
|
)
|
|||
|
Accrued and other liabilities
|
(227
|
)
|
|
129
|
|
|
165
|
|
|||
|
Accrued litigation
|
(140
|
)
|
|
(290
|
)
|
|
(1,002
|
)
|
|||
|
Net cash provided by operating activities
|
5,009
|
|
|
3,872
|
|
|
2,691
|
|
|||
|
Investing Activities
|
|
|
|
|
|
||||||
|
Purchases of property, equipment, technology and intangible assets
|
(376
|
)
|
|
(353
|
)
|
|
(241
|
)
|
|||
|
Proceeds from disposal of property, equipment and technology
|
2
|
|
|
—
|
|
|
3
|
|
|||
|
Investment securities, available-for-sale:
|
|
|
|
|
|
||||||
|
Purchases
|
(4,140
|
)
|
|
(1,910
|
)
|
|
(11
|
)
|
|||
|
Proceeds from sales and maturities
|
2,093
|
|
|
129
|
|
|
67
|
|
|||
|
Purchases of / contributions to other investments
|
(12
|
)
|
|
(13
|
)
|
|
(17
|
)
|
|||
|
Proceeds / distributions from other investments
|
22
|
|
|
116
|
|
|
11
|
|
|||
|
Acquisitions, net of cash received of $17, $22 and $147, respectively (Note 5)
|
(3
|
)
|
|
(268
|
)
|
|
(1,805
|
)
|
|||
|
Distributions from money market investment
|
—
|
|
|
—
|
|
|
89
|
|
|||
|
Net cash used in investing activities
|
(2,414
|
)
|
|
(2,299
|
)
|
|
(1,904
|
)
|
|||
|
|
For the Years Ended
September 30,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in millions)
|
||||||||||
|
Financing Activities
|
|
|
|
|
|
||||||
|
Repurchase of class A common stock (Note 15)
|
(710
|
)
|
|
(2,024
|
)
|
|
(1,000
|
)
|
|||
|
Dividends paid (Note 15)
|
(595
|
)
|
|
(423
|
)
|
|
(368
|
)
|
|||
|
Deposits into litigation escrow account—retrospective responsibility plan (Note 3)
|
(1,715
|
)
|
|
(1,200
|
)
|
|
(500
|
)
|
|||
|
Payments from litigation escrow account—retrospective responsibility plan (Note 3)
|
140
|
|
|
280
|
|
|
280
|
|
|||
|
Cash proceeds from exercise of stock options
|
174
|
|
|
99
|
|
|
56
|
|
|||
|
Excess tax benefit for share-based compensation
|
71
|
|
|
18
|
|
|
14
|
|
|||
|
Principal payments on capital lease obligations
|
(6
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|||
|
Payments for earn-out related to PlaySpan acquisition
|
(14
|
)
|
|
—
|
|
|
—
|
|
|||
|
Principal payments on debt
|
—
|
|
|
(44
|
)
|
|
(12
|
)
|
|||
|
Net cash used in financing activities
|
(2,655
|
)
|
|
(3,304
|
)
|
|
(1,542
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
7
|
|
|
(9
|
)
|
|
5
|
|
|||
|
Decrease in cash and cash equivalents
|
(53
|
)
|
|
(1,740
|
)
|
|
(750
|
)
|
|||
|
Cash and cash equivalents at beginning of year
|
2,127
|
|
|
3,867
|
|
|
4,617
|
|
|||
|
Cash and cash equivalents at end of year
|
$
|
2,074
|
|
|
$
|
2,127
|
|
|
$
|
3,867
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
||||||
|
Income taxes paid, net of refunds
|
$
|
2,057
|
|
|
$
|
1,731
|
|
|
$
|
1,291
|
|
|
Amounts included in accounts payable and accrued and other liabilities related to purchases of property, equipment, technology and intangible assets
|
$
|
67
|
|
|
$
|
36
|
|
|
$
|
31
|
|
|
Interest payments on debt
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
•
|
The Discover Litigation. Discover Financial Services Inc. v. Visa U.S.A. Inc., Case No. 04-CV-07844 (S.D.N.Y) (settled);
|
|
•
|
The American Express Litigation. American Express Travel Related Services Co., Inc. v. Visa U.S.A. Inc. et al., No. 04-CV-0897 (S.D.N.Y.), which we refer to as the American Express litigation (settled);
|
|
•
|
The Attridge Litigation. Attridge v. Visa U.S.A. Inc. et al., Case No. CGC-04-436920 (Cal. Super.);
|
|
•
|
The Interchange Litigation. In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, 1:05-md-01720-JG-JO (E.D.N.Y.) or MDL 1720, including all cases currently included in MDL 1720, any other case that includes claims for damages relating to the period prior to our initial public offering that has been or is transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction and Kendall v. Visa U.S.A., Inc. et al., Case No. CO4-4276 JSW (N.D. Cal.); and
|
|
•
|
any claim that challenges the reorganization or the consummation thereof; provided that such claim is transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction.
|
|
|
Fiscal 2012
|
|
Fiscal 2011
|
||||
|
|
(in millions)
|
||||||
|
Balance at October 1
|
$
|
2,857
|
|
|
$
|
1,936
|
|
|
Deposits into the litigation escrow account
|
1,715
|
|
|
1,200
|
|
||
|
American Express settlement payments
|
(140
|
)
|
|
(280
|
)
|
||
|
Interest earned, less applicable taxes
|
—
|
|
|
1
|
|
||
|
Balance at September 30
|
$
|
4,432
|
|
|
$
|
2,857
|
|
|
Individual Plaintiffs' Settlement Fund payment—(See
Note 21—Legal Matters
)
|
(350
|
)
|
|
|
|||
|
Balance at October 29
|
$
|
4,082
|
|
|
|
||
|
|
Fair Value Measurements at September 30
Using Inputs Considered as
|
||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash equivalents and restricted cash
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Money market funds
|
$
|
5,676
|
|
|
$
|
4,225
|
|
|
|
|
|
|
|
|
|
||||||||
|
U.S. government-sponsored debt securities
|
|
|
|
|
$
|
—
|
|
|
$
|
175
|
|
|
|
|
|
||||||||
|
Commercial paper
|
|
|
|
|
93
|
|
|
—
|
|
|
|
|
|
||||||||||
|
Investment securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
U.S. government-sponsored debt securities
|
|
|
|
|
2,821
|
|
|
1,568
|
|
|
|
|
|
||||||||||
|
U.S. Treasury securities
|
1,066
|
|
|
350
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity securities
|
68
|
|
|
57
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Corporate debt securities
|
|
|
|
|
63
|
|
|
—
|
|
|
|
|
|
||||||||||
|
Auction rate securities
|
|
|
|
|
|
|
|
|
$
|
7
|
|
|
$
|
7
|
|
||||||||
|
Prepaid and other current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign exchange derivative instruments
|
|
|
|
|
13
|
|
|
30
|
|
|
|
|
|
||||||||||
|
|
$
|
6,810
|
|
|
$
|
4,632
|
|
|
$
|
2,990
|
|
|
$
|
1,773
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Visa Europe put option
|
|
|
|
|
|
|
|
|
$
|
145
|
|
|
$
|
145
|
|
||||||||
|
Earn-out related to PlaySpan acquisition
|
|
|
|
|
|
|
|
|
12
|
|
|
24
|
|
||||||||||
|
Foreign exchange derivative instruments
|
|
|
|
|
$
|
11
|
|
|
$
|
7
|
|
|
|
|
|
||||||||
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||||||||||||||||||||||||
|
|
Amortized
Cost
|
|
Gross Unrealized
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Gross Unrealized
|
|
Fair
Value
|
||||||||||||||||||||
|
|
Gains
|
|
Losses
|
|
Gains
|
|
Losses
|
|
|||||||||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||||||
|
U.S. Treasury securities
|
$
|
1,065
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,066
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
U.S. government-sponsored debt securities
|
2,818
|
|
|
3
|
|
|
—
|
|
|
2,821
|
|
|
1,568
|
|
|
—
|
|
|
—
|
|
|
1,568
|
|
||||||||
|
Corporate debt securities
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Auction rate and equity securities
|
11
|
|
|
—
|
|
|
(1
|
)
|
|
10
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||||
|
Total
|
$
|
3,957
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
3,960
|
|
|
$
|
1,925
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,925
|
|
|
Less: current portion of available-for-sale investment securities
|
|
|
|
|
|
|
(677
|
)
|
|
|
|
|
|
|
|
(1,214
|
)
|
||||||||||||||
|
Long-term available-for-sale investment securities
|
|
|
|
|
|
|
$
|
3,283
|
|
|
|
|
|
|
|
|
$
|
711
|
|
||||||||||||
|
|
Amortized Cost
|
|
Fair Value
|
||||
|
|
(in millions)
|
||||||
|
September 30, 2012:
|
|
|
|
||||
|
Due within one year
|
$
|
674
|
|
|
$
|
674
|
|
|
Due after 1 year through 5 years
|
3,272
|
|
|
3,276
|
|
||
|
Due after 5 years through 10 years
|
—
|
|
|
—
|
|
||
|
Due after 10 years
|
7
|
|
|
7
|
|
||
|
Total
|
$
|
3,953
|
|
|
$
|
3,957
|
|
|
|
For the Years Ended
September 30,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in millions)
|
||||||||||
|
Interest and dividend income on cash and investments
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
26
|
|
|
Gain on other investments
|
17
|
|
|
92
|
|
|
20
|
|
|||
|
Investment securities—trading:
|
|
|
|
|
|
||||||
|
Unrealized (losses) gains, net
|
9
|
|
|
(5
|
)
|
|
3
|
|
|||
|
Realized gains (losses), net
|
(1
|
)
|
|
1
|
|
|
1
|
|
|||
|
Investment securities—available-for-sale:
|
|
|
|
|
|
||||||
|
Realized gains (losses), net
|
—
|
|
|
4
|
|
|
2
|
|
|||
|
Other-than-temporary impairment on investments
|
(6
|
)
|
|
—
|
|
|
(3
|
)
|
|||
|
Investment income
|
$
|
36
|
|
|
$
|
108
|
|
|
$
|
49
|
|
|
|
Fair Value
|
||
|
|
(in millions)
|
||
|
Tangible assets, net
(1)
|
$
|
27
|
|
|
Finite-lived intangible assets with a weighted-average useful life of 5 years
|
5
|
|
|
|
Goodwill
|
80
|
|
|
|
Net deferred tax liabilities
|
(2
|
)
|
|
|
Net assets acquired
|
$
|
110
|
|
|
(1)
|
Tangible assets, net, include $
25 million
of technology assets acquired, which have a useful life of
5
years and are recognized in property, equipment and technology, net, on the consolidated balance sheets.
|
|
|
Potential
Purchase
Consideration
|
|
Accounting
Purchase
Consideration
|
||||
|
|
(in millions)
|
||||||
|
Cash paid
|
$
|
180
|
|
|
$
|
180
|
|
|
Earn-out provision
(1)
|
40
|
|
|
40
|
|
||
|
Less: Employee compensation
(2)
|
|
|
(12
|
)
|
|||
|
Valuation adjustment
(3)
|
|
|
(4
|
)
|
|||
|
Fair value of earn-out provision
(See Note 4—Fair Value Measurements and Investments)
|
|
|
24
|
|
|||
|
Fair value of stock options issued
(4)
|
5
|
|
|
|
|||
|
Total purchase consideration
|
$
|
225
|
|
|
$
|
204
|
|
|
(1)
|
The acquisition agreement includes a potential earn-out provision of up to $
40 million
, should PlaySpan achieve certain revenue targets and other milestones.
|
|
(2)
|
The amount reflects personnel expense related to the earn-out provision incurred during the performance period.
|
|
(3)
|
Adjustment to reflect the earn-out provision at fair value based on the assumed likelihood of the future revenue targets and other milestones being met.
|
|
(4)
|
The Company issued non-qualified stock options to replace unvested, in-the-money stock options held by PlaySpan employees. See
Note 17—Share-based Compensation
.
|
|
|
Fair Value
|
||
|
|
(in millions)
|
||
|
Tangible assets, net
(1)
|
$
|
67
|
|
|
Finite-lived intangible assets with a weighted-average useful life of 2.8 years
|
15
|
|
|
|
Goodwill
|
141
|
|
|
|
Net deferred tax liabilities
|
(19
|
)
|
|
|
Net assets acquired
|
$
|
204
|
|
|
(1)
|
Tangible assets, net, include $
56 million
of technology assets acquired, which have a weighted-average useful life of
5
years and are recognized in property, equipment and technology, net, on the consolidated balance sheets.
|
|
|
Purchase Consideration
|
||
|
|
(in millions)
|
||
|
Acquisition of approximately 72 million shares of outstanding common stock of CyberSource at $26.00 per share
|
$
|
1,866
|
|
|
Fair value of earned stock options settled
|
86
|
|
|
|
Total purchase price
|
$
|
1,952
|
|
|
|
Fair Value
|
||
|
Tangible assets and liabilities
|
(in millions)
|
||
|
Current assets
|
$
|
259
|
|
|
Non-current assets
(1)
|
150
|
|
|
|
Current liabilities
|
(45
|
)
|
|
|
Non-current liabilities
|
(256
|
)
|
|
|
Intangible assets
|
605
|
|
|
|
Goodwill
|
1,239
|
|
|
|
Net assets acquired
|
$
|
1,952
|
|
|
(1)
|
Non-current assets include
$122 million
of technology assets acquired, which have a weighted-average useful life of
7
years and are recognized in property, equipment and technology, net, on the consolidated balance sheets.
|
|
|
Fair Value
|
|
Weighted-Average
Useful Life
|
|||
|
|
(in millions)
|
|
|
|||
|
Customer relationships
|
$
|
320
|
|
|
10
|
|
|
Reseller relationships
|
95
|
|
|
9
|
|
|
|
Tradenames
|
190
|
|
|
15
|
|
|
|
Total amortizable intangible assets
|
$
|
605
|
|
|
12
|
|
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
|
|
(in millions)
|
||||||
|
Prepaid expenses and maintenance
|
$
|
69
|
|
|
$
|
96
|
|
|
Income tax receivable—
(See Note 20—Income Taxes)
|
179
|
|
|
112
|
|
||
|
Foreign exchange derivative instruments—(
See Note 13—Derivative Financial Instruments)
|
13
|
|
|
30
|
|
||
|
Other
|
40
|
|
|
27
|
|
||
|
Total
|
$
|
301
|
|
|
$
|
265
|
|
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
|
|
(in millions)
|
||||||
|
Other investments—
(See Note 4—Fair Value Measurements and Investments)
|
$
|
86
|
|
|
$
|
100
|
|
|
Pension asset—
(See Note 11—Pension, Postretirement and Other Benefits)
|
23
|
|
|
—
|
|
||
|
Long-term prepaid expenses and other
|
42
|
|
|
29
|
|
||
|
Total
|
$
|
151
|
|
|
$
|
129
|
|
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
|
|
(in millions)
|
||||||
|
Land
|
$
|
71
|
|
|
$
|
71
|
|
|
Buildings and building improvements
|
751
|
|
|
719
|
|
||
|
Furniture, equipment and leasehold improvements
|
837
|
|
|
755
|
|
||
|
Construction-in-progress
|
69
|
|
|
89
|
|
||
|
Technology
|
1,353
|
|
|
1,115
|
|
||
|
Total property, equipment and technology
|
3,081
|
|
|
2,749
|
|
||
|
Accumulated depreciation and amortization
|
(1,447
|
)
|
|
(1,208
|
)
|
||
|
Property, equipment and technology, net
|
$
|
1,634
|
|
|
$
|
1,541
|
|
|
Fiscal (in millions)
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017 and
thereafter
|
|
Total
|
||||||||||||
|
Estimated future amortization expense
|
$
|
148
|
|
|
$
|
132
|
|
|
$
|
120
|
|
|
$
|
88
|
|
|
$
|
53
|
|
|
$
|
541
|
|
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||||||||||||||||
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
|
Finite-lived intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
|
$
|
339
|
|
|
$
|
(84
|
)
|
|
$
|
255
|
|
|
$
|
337
|
|
|
$
|
(44
|
)
|
|
$
|
293
|
|
|
Tradenames
|
192
|
|
|
(28
|
)
|
|
164
|
|
|
192
|
|
|
(15
|
)
|
|
177
|
|
||||||
|
Reseller relationships
|
95
|
|
|
(25
|
)
|
|
70
|
|
|
95
|
|
|
(13
|
)
|
|
82
|
|
||||||
|
Other
|
52
|
|
|
(4
|
)
|
|
48
|
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
||||||
|
Total finite-lived intangible assets
|
$
|
678
|
|
|
$
|
(141
|
)
|
|
$
|
537
|
|
|
$
|
626
|
|
|
$
|
(73
|
)
|
|
$
|
553
|
|
|
Indefinite-lived intangible assets
|
|
|
|
|
$
|
10,883
|
|
|
|
|
|
|
$
|
10,883
|
|
||||||||
|
Total intangible assets, net
|
|
|
|
|
$
|
11,420
|
|
|
|
|
|
|
$
|
11,436
|
|
||||||||
|
Fiscal (in millions)
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017 and
thereafter
|
|
Total
|
||||||||||||
|
Estimated future amortization expense
|
$
|
69
|
|
|
$
|
66
|
|
|
$
|
62
|
|
|
$
|
49
|
|
|
$
|
291
|
|
|
$
|
537
|
|
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
|
|
(in millions)
|
||||||
|
Accrued operating expenses
|
$
|
194
|
|
|
$
|
175
|
|
|
Visa Europe put option—(See
Note 2—Visa Europe
)
(1)
|
145
|
|
|
145
|
|
||
|
Deferred revenue
|
59
|
|
|
63
|
|
||
|
Accrued marketing and product expenses
|
22
|
|
|
36
|
|
||
|
Accrued income taxes—(See
Note 20—Income taxes
)
|
58
|
|
|
63
|
|
||
|
Other
|
106
|
|
|
80
|
|
||
|
Total
|
$
|
584
|
|
|
$
|
562
|
|
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
|
|
(in millions)
|
||||||
|
Accrued income taxes—(See
Note 20—Income Taxes
)
|
$
|
171
|
|
|
$
|
468
|
|
|
Employee benefits
|
93
|
|
|
106
|
|
||
|
Other
|
107
|
|
|
93
|
|
||
|
Total
|
$
|
371
|
|
|
$
|
667
|
|
|
(1)
|
The put option is exercisable at any time at the sole discretion of Visa Europe with payment required
285
days thereafter. Classification in current liabilities is not an indication of management’s expectation of exercise and simply reflects the fact that the obligation resulting from the exercise of the instrument could become payable within 12 months.
|
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(in millions)
|
||||||||||||||
|
Benefit obligation—beginning of fiscal year
|
$
|
839
|
|
|
$
|
743
|
|
|
$
|
38
|
|
|
$
|
34
|
|
|
Service cost
|
38
|
|
|
41
|
|
|
—
|
|
|
—
|
|
||||
|
Interest cost
|
40
|
|
|
38
|
|
|
1
|
|
|
1
|
|
||||
|
Actuarial loss (gain)
|
132
|
|
|
77
|
|
|
(3
|
)
|
|
7
|
|
||||
|
Benefit payments
|
(60
|
)
|
|
(63
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||
|
Settlements
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
|
Benefit obligation—end of fiscal year
|
$
|
990
|
|
|
$
|
839
|
|
|
$
|
32
|
|
|
$
|
38
|
|
|
Accumulated benefit obligation
|
$
|
982
|
|
|
$
|
839
|
|
|
NA
|
|
|
NA
|
|
||
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
||||||||
|
Fair value of plan assets—beginning of fiscal year
|
$
|
783
|
|
|
$
|
766
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Actual return on plan assets
|
166
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
|
Company contribution
|
84
|
|
|
70
|
|
|
4
|
|
|
4
|
|
||||
|
Benefit payments
|
(60
|
)
|
|
(63
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||
|
Fair value of plan assets—end of fiscal year
|
$
|
973
|
|
|
$
|
783
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Funded status at end of fiscal year
|
$
|
(17
|
)
|
|
$
|
(56
|
)
|
|
$
|
(32
|
)
|
|
$
|
(38
|
)
|
|
Recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
|
Non-current asset
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Current liability
|
(8
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||
|
Non-current liability
|
(32
|
)
|
|
(52
|
)
|
|
(28
|
)
|
|
(34
|
)
|
||||
|
Funded status at end of fiscal year
|
$
|
(17
|
)
|
|
$
|
(56
|
)
|
|
$
|
(32
|
)
|
|
$
|
(38
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||
|
September 30,
|
|
September 30,
|
|||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(in millions)
|
||||||||||||||
|
Net actuarial loss (gain)
|
$
|
328
|
|
|
$
|
343
|
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
Prior service credit
|
(33
|
)
|
|
(42
|
)
|
|
(14
|
)
|
|
(17
|
)
|
||||
|
Total
|
$
|
295
|
|
|
$
|
301
|
|
|
$
|
(17
|
)
|
|
$
|
(16
|
)
|
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
|
(in millions)
|
||||||
|
Actuarial loss
|
$
|
28
|
|
|
$
|
—
|
|
|
Prior service credit
|
(9
|
)
|
|
(3
|
)
|
||
|
Total
|
$
|
19
|
|
|
$
|
(3
|
)
|
|
|
Pension Benefits
|
||||||
|
September 30,
|
|||||||
|
|
2012
|
|
2011
|
||||
|
|
(in millions)
|
||||||
|
Accumulated benefit obligation in excess of plan assets
|
|
|
|
||||
|
Accumulated benefit obligation—end of year
|
$
|
(39
|
)
|
|
$
|
(839
|
)
|
|
Fair value of plan assets—end of year
|
—
|
|
|
783
|
|
||
|
Projected benefit obligation in excess of plan assets
|
|
|
|
||||
|
Benefit obligation—end of year
|
$
|
(40
|
)
|
|
$
|
(839
|
)
|
|
Fair value of plan assets—end of year
|
—
|
|
|
783
|
|
||
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
Fiscal
|
|||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
|
Service cost
|
$
|
38
|
|
|
$
|
41
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest cost
|
40
|
|
|
38
|
|
|
40
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||
|
Expected return on assets
|
(55
|
)
|
|
(54
|
)
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Prior service credit
|
(9
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
|
Actuarial loss (gain)
|
33
|
|
|
19
|
|
|
16
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
|
Net benefit cost
|
$
|
47
|
|
|
$
|
35
|
|
|
$
|
42
|
|
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
Settlement loss
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Total net periodic benefit cost
|
$
|
50
|
|
|
$
|
37
|
|
|
$
|
42
|
|
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||||
|
|
(in millions)
|
||||||||||||||
|
Current year actuarial loss (gain)
|
$
|
21
|
|
|
$
|
124
|
|
|
$
|
(3
|
)
|
|
$
|
7
|
|
|
Amortization of actuarial (loss) gain
|
(36
|
)
|
|
(21
|
)
|
|
—
|
|
|
1
|
|
||||
|
Amortization of prior service credit
|
9
|
|
|
9
|
|
|
3
|
|
|
3
|
|
||||
|
Total (gain) loss recognized in other comprehensive income
|
$
|
(6
|
)
|
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
44
|
|
|
$
|
149
|
|
|
$
|
(2
|
)
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fiscal
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
|
Discount rate for benefit obligation
(1)
|
|
|
|
|
|
|||
|
Pension
|
3.85
|
%
|
|
4.70
|
%
|
|
5.25
|
%
|
|
Postretirement
|
2.21
|
%
|
|
3.39
|
%
|
|
3.45
|
%
|
|
Discount rate for net periodic benefit cost
|
|
|
|
|
|
|||
|
Pension
|
4.70
|
%
|
|
5.25
|
%
|
|
5.63
|
%
|
|
Postretirement
|
3.39
|
%
|
|
3.45
|
%
|
|
4.43
|
%
|
|
Expected long-term rate of return on plan assets
(2)
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
Rate of increase in compensation levels for:
|
|
|
|
|
|
|||
|
Benefit obligation
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
Net periodic benefit cost
|
4.50
|
%
|
|
4.50
|
%
|
|
5.50
|
%
|
|
(1)
|
Based on a “bond duration matching” methodology, which reflects the matching of projected plan liability cash flows to an average of high-quality corporate bond yield curves whose duration matches the projected cash flows.
|
|
(2)
|
Primarily based on the targeted allocation, and evaluated for reasonableness by considering such factors as:
|
|
|
|
Fair Value Measurements at September 30
|
||||||||||||||||||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||||||
|
|
|
(in millions)
|
||||||||||||||||||||||||||||||
|
Cash equivalents
|
$
|
79
|
|
|
$
|
55
|
|
|
|
|
|
|
|
|
|
|
$
|
79
|
|
|
$
|
55
|
|
|||||||||
|
Collective investment funds
|
|
|
|
|
$
|
391
|
|
|
$
|
289
|
|
|
|
|
|
|
391
|
|
|
289
|
|
|||||||||||
|
Corporate debt securities
|
|
|
|
|
115
|
|
|
122
|
|
|
|
|
|
|
115
|
|
|
122
|
|
|||||||||||||
|
Debt securities of U.S. Treasury and federal agencies
|
|
|
|
|
121
|
|
|
104
|
|
|
|
|
|
|
121
|
|
|
104
|
|
|||||||||||||
|
Asset-backed securities
|
|
|
|
|
|
|
|
|
$
|
25
|
|
|
$
|
33
|
|
|
25
|
|
|
33
|
|
|||||||||||
|
Equity securities
|
242
|
|
|
180
|
|
|
|
|
|
|
|
|
|
|
242
|
|
|
180
|
|
|||||||||||||
|
Total
|
$
|
321
|
|
|
$
|
235
|
|
|
$
|
627
|
|
|
$
|
515
|
|
|
$
|
25
|
|
|
$
|
33
|
|
|
$
|
973
|
|
|
$
|
783
|
|
|
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
Actual employer contributions
|
(in millions)
|
||||||
|
2012
|
$
|
84
|
|
|
$
|
4
|
|
|
2011
|
70
|
|
|
4
|
|
||
|
Expected employer contributions
|
|
|
|
||||
|
2013
|
$
|
48
|
|
|
4
|
|
|
|
Expected benefit payments
|
|
|
|
||||
|
2013
|
$
|
116
|
|
|
$
|
4
|
|
|
2014
|
117
|
|
|
4
|
|
||
|
2015
|
107
|
|
|
4
|
|
||
|
2016
|
108
|
|
|
4
|
|
||
|
2017
|
100
|
|
|
4
|
|
||
|
2018-2022
|
419
|
|
|
13
|
|
||
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
|
|
(in millions)
|
||||||
|
Cash equivalents
|
$
|
823
|
|
|
$
|
931
|
|
|
Pledged securities at market value
|
307
|
|
|
296
|
|
||
|
Letters of credit
|
1,084
|
|
|
902
|
|
||
|
Guarantees
|
2,022
|
|
|
1,845
|
|
||
|
Total
|
$
|
4,236
|
|
|
$
|
3,974
|
|
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
|
|
(in millions)
|
||||||
|
U.S.
|
$
|
1,539
|
|
|
$
|
1,487
|
|
|
Non-U.S.
|
95
|
|
|
54
|
|
||
|
Total
|
$
|
1,634
|
|
|
$
|
1,541
|
|
|
(in millions except conversion rate)
|
Shares
Outstanding
|
|
Conversion
Rate Into
Class A
Common
Stock
|
|
As-converted Class A Common
Stock
(1)
|
|
|
Class A common stock
|
535
|
|
—
|
|
535
|
|
|
Class B common stock
|
245
|
|
0.4206
|
|
103
|
|
|
Class C common stock
|
31
|
|
1.0000
|
|
31
|
|
|
Total
|
|
|
|
|
668
|
|
|
(1)
|
Figures may not sum due to rounding. As-converted class A common stock count is calculated based on whole numbers.
|
|
(in millions, except per share data)
|
2012
|
|
2011
|
||||||
|
Shares repurchased in the open market
(1)
|
6.2
|
|
|
26.6
|
|
||||
|
Weighted-average repurchase price per share
|
$
|
114.87
|
|
|
$
|
76.08
|
|
||
|
Total cost
|
$
|
710
|
|
|
$
|
2,024
|
|
||
|
(1)
|
All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
|
|
|
Fiscal 2012
|
|
Fiscal 2011
|
||||||||||||
|
(in millions, except per share and conversion data)
|
July 2012
|
|
December 2011
|
|
March
2011
|
|
October
2010
|
||||||||
|
Deposits under the retrospective responsibility plan
|
$
|
150
|
|
|
$
|
1,565
|
|
|
$
|
400
|
|
|
$
|
800
|
|
|
Effective price per share
(1)
|
$
|
125.50
|
|
|
$
|
101.75
|
|
|
$
|
73.81
|
|
|
$
|
72.74
|
|
|
Reduction in equivalent number of shares of class A common stock
|
1.2
|
|
|
15.4
|
|
|
5.4
|
|
|
11.0
|
|
||||
|
Conversion rate of class B common stock to class A common stock after deposits
|
0.4206
|
|
|
0.4254
|
|
|
0.4881
|
|
|
0.5102
|
|
||||
|
As-converted class B common stock after deposits
|
103
|
|
|
104
|
|
|
120
|
|
|
125
|
|
||||
|
(1)
|
Effective price per share calculated using the volume-weighted average price of the Company's class A common stock over a pricing period in accordance with the Company's amended and restated certificate of incorporation.
|
|
|
Basic Earnings Per Share
|
|
|
Diluted Earnings Per Share
|
||||||||||||||||||
|
|
(in millions, except per share data)
|
|||||||||||||||||||||
|
|
Income
Allocation
(A)
(1)
|
|
Weighted
Average
Shares
Outstanding (B)
|
|
Earnings per
Share =
(A)/(B)
(2)
|
|
|
Income
Allocation
(A)
(1)
|
|
Weighted
Average
Shares
Outstanding (B)
|
|
Earnings per
Share =
(A)/(B)
(2)
|
||||||||||
|
Class A common stock
|
$
|
1,664
|
|
|
524
|
|
|
$
|
3.17
|
|
|
|
$
|
2,144
|
|
|
678
|
|
(3)
|
$
|
3.16
|
|
|
Class B common stock
|
343
|
|
|
245
|
|
|
1.40
|
|
|
|
341
|
|
|
245
|
|
|
1.39
|
|
||||
|
Class C common stock
|
130
|
|
|
41
|
|
|
3.17
|
|
|
|
129
|
|
|
41
|
|
|
3.16
|
|
||||
|
Participating securities
(4)
|
7
|
|
|
Not presented
|
|
|
Not presented
|
|
|
|
7
|
|
|
Not presented
|
|
|
Not presented
|
|
||||
|
Net income attributable to Visa Inc.
|
$
|
2,144
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Basic Earnings Per Share
|
|
|
Diluted Earnings Per Share
|
||||||||||||||||
|
|
(in millions, except per share data)
|
|||||||||||||||||||
|
|
Income
Allocation
(A)
(1)
|
|
Weighted
Average
Shares
Outstanding (B)
|
|
Earnings per
Share =
(A)/(B)
(2)
|
|
|
Income
Allocation
(A)
(1)
|
|
Weighted
Average
Shares
Outstanding (B)
|
|
Earnings per
Share =
(A)/(B)
(2)
|
||||||||
|
Class A common stock
|
$
|
2,638
|
|
|
509
|
|
$
|
5.18
|
|
|
|
$
|
3,650
|
|
|
707
|
(3)
|
$
|
5.16
|
|
|
Class B common stock
|
636
|
|
|
245
|
|
2.59
|
|
|
|
633
|
|
|
245
|
|
2.58
|
|
||||
|
Class C common stock
|
364
|
|
|
70
|
|
5.18
|
|
|
|
363
|
|
|
70
|
|
5.16
|
|
||||
|
Participating securities
(4)
|
12
|
|
|
Not presented
|
|
Not presented
|
|
|
|
12
|
|
|
Not presented
|
|
Not presented
|
|
||||
|
Net income attributable to Visa Inc.
|
$
|
3,650
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Basic Earnings Per Share
|
|
|
Diluted Earnings Per Share
|
||||||||||||||||
|
|
(in millions, except per share data)
|
|||||||||||||||||||
|
|
Income
Allocation
(A)
(1)
|
|
Weighted
Average
Shares
Outstanding (B)
|
|
Earnings per
Share =
(A)/(B)
(2)
|
|
|
Income
Allocation
(A)
(1)
|
|
Weighted
Average
Shares
Outstanding (B)
|
|
Earnings per
Share =
(A)/(B)
(2)
|
||||||||
|
Class A common stock
|
$
|
1,940
|
|
|
482
|
|
$
|
4.03
|
|
|
|
$
|
2,966
|
|
|
739
|
(3)
|
$
|
4.01
|
|
|
Class B common stock
|
566
|
|
|
245
|
|
2.31
|
|
|
|
565
|
|
|
245
|
|
2.30
|
|
||||
|
Class C common stock
|
451
|
|
|
112
|
|
4.03
|
|
|
|
449
|
|
|
112
|
|
4.01
|
|
||||
|
Participating securities
(4)
|
9
|
|
|
Not presented
|
|
Not presented
|
|
|
|
9
|
|
|
Not presented
|
|
Not presented
|
|
||||
|
Net income attributable to Visa Inc.
|
$
|
2,966
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
(1)
|
Net income attributable to Visa Inc. is allocated based on proportional ownership on an as-converted basis. The weighted average numbers of shares of as-converted class B common stock used in the income allocation were
108 million
,
123 million
and
141 million
for fiscal
2012
,
2011
and
2010
, respectively.
|
|
(2)
|
Earnings per share calculated based on whole numbers, not rounded numbers.
|
|
(3)
|
Weighted-average dilutive shares outstanding is calculated on an as-converted basis, and includes incremental common stock equivalents, as calculated under the treasury stock method. The computation includes
3 million
common stock equivalents for fiscal 2012 and 2011, and
2 million
common stock equivalents for fiscal 2010, respectively, because their effect would have been dilutive, and excludes
less than 1 million
,
2 million
and
3 million
common stock equivalents for fiscal
2012
,
2011
and
2010
, respectively, because their effect would have been anti-dilutive.
|
|
(4)
|
Participating securities are unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, such as the Company's restricted stock awards, restricted stock units and earned performance-based shares.
|
|
|
|
2012
|
|
2011
|
|
2010
(1)
|
||||||
|
Expected term (in years)
(2)
|
|
6.02
|
|
|
5.16
|
|
|
3.46
|
|
|||
|
Risk-free rate of return
(3)
|
|
1.2
|
%
|
|
1.2
|
%
|
|
1.4
|
%
|
|||
|
Expected volatility
(4)
|
|
34.9
|
%
|
|
33.4
|
%
|
|
36.4
|
%
|
|||
|
Expected dividend yield
(5)
|
|
0.9
|
%
|
|
0.8
|
%
|
|
0.7
|
%
|
|||
|
Fair value per option granted
|
|
$
|
29.65
|
|
|
$
|
27.50
|
|
|
$
|
29.46
|
|
|
(1)
|
Includes the impact of
1.6 million
replacement awards issued to former CyberSource employees as part of the CyberSource acquisition in July 2010. These awards have a weighted-average exercise price of
$47.34
per share and vest over a period of
less than three years
from the replacement grant date.
|
|
(2)
|
Based on a set of peer companies that management believes is generally comparable to Visa.
|
|
(3)
|
Based upon the zero coupon U.S. treasury bond rate over the expected term of the awards.
|
|
(4)
|
Based on the average of the Company’s implied and historical volatility. As the Company’s publicly traded stock history is relatively short, historical volatility relies in part on the historical volatility of a group of peer companies that management believes is generally comparable to Visa. The expected volatilities ranged from
31%
to
35%
in fiscal
2012
.
|
|
(5)
|
Based on the Company’s annual dividend rate on the date of grant.
|
|
|
Options
|
|
Weighted-
Average
Exercise Price
Per Share
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(1)
(in millions)
|
|||
|
Outstanding at October 1, 2011
|
8,554,389
|
|
|
$
|
52.81
|
|
|
|
|
|
|
Granted
|
441,191
|
|
|
93.22
|
|
|
|
|
|
|
|
Forfeited
|
(140,590
|
)
|
|
72.90
|
|
|
|
|
|
|
|
Exercised
|
(3,669,315
|
)
|
|
47.50
|
|
|
|
|
|
|
|
Outstanding at September 30, 2012
|
5,185,675
|
|
|
59.46
|
|
|
6.1
|
|
$388
|
|
|
Options exercisable at September 30, 2012
|
3,746,662
|
|
|
51.98
|
|
|
5.6
|
|
$308
|
|
|
Options exercisable and expected to be vested at September 30, 2012
(2)
|
5,039,896
|
|
|
$
|
58.92
|
|
|
6.1
|
|
$380
|
|
(1)
|
Calculated using the closing stock price on the last trading day of fiscal
2012
of
$134.28
, less the option exercise price, multiplied by the number of instruments.
|
|
(2)
|
Applies a forfeiture rate to unvested options outstanding at September 30, 2012 to estimate the number expected to vest in the future.
|
|
|
Restricted Stock
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(1)
(in millions)
|
||||||||||||||
|
|
Awards
|
|
Units
|
|
RSA
|
|
RSU
|
|
RSA
|
|
RSU
|
|
RSA
|
|
RSU
|
||||||
|
Outstanding at October 1, 2011
|
1,785,975
|
|
|
467,803
|
|
|
$
|
75.28
|
|
|
$
|
76.65
|
|
|
|
|
|
|
|
|
|
|
Granted
|
974,233
|
|
|
432,763
|
|
|
96.39
|
|
|
96.97
|
|
|
|
|
|
|
|
|
|
||
|
Vested
|
(911,877
|
)
|
|
(224,401
|
)
|
|
71.03
|
|
|
73.24
|
|
|
|
|
|
|
|
|
|
||
|
Forfeited
|
(111,342
|
)
|
|
(38,520
|
)
|
|
84.44
|
|
|
84.49
|
|
|
|
|
|
|
|
|
|
||
|
Outstanding at September 30, 2012
|
1,736,989
|
|
|
637,645
|
|
|
$
|
88.77
|
|
|
$
|
91.17
|
|
|
1.6
|
|
1.4
|
|
$233
|
|
$86
|
|
(1)
|
Calculated by multiplying the closing stock price on the last trading day of fiscal
2012
of
$134.28
by the number of instruments.
|
|
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(1)
(in millions)
|
|||
|
Outstanding at October 1, 2011
|
632,786
|
|
|
$
|
80.69
|
|
|
|
|
|
|
Granted
|
132,227
|
|
|
97.84
|
|
|
|
|
|
|
|
Vested and earned
|
(213,801
|
)
|
|
70.41
|
|
|
|
|
|
|
|
Unearned
|
(6,977
|
)
|
|
88.06
|
|
|
|
|
|
|
|
Forfeited
|
(18,008
|
)
|
|
89.75
|
|
|
|
|
|
|
|
Outstanding at September 30, 2012
|
526,227
|
|
|
$
|
88.56
|
|
|
0.9
|
|
$71
|
|
(1)
|
Calculated by multiplying the closing stock price on the last trading day of
fiscal 2012
of
$134.28
by the number of instruments.
|
|
(in millions)
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
Operating leases
|
$
|
95
|
|
|
$
|
75
|
|
|
$
|
48
|
|
|
$
|
35
|
|
|
$
|
28
|
|
|
$
|
64
|
|
|
$
|
345
|
|
|
Capital leases
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
|
Marketing and sponsorships
|
120
|
|
|
120
|
|
|
117
|
|
|
61
|
|
|
54
|
|
|
231
|
|
|
703
|
|
|||||||
|
Total
|
$
|
221
|
|
|
$
|
195
|
|
|
$
|
165
|
|
|
$
|
96
|
|
|
$
|
82
|
|
|
$
|
295
|
|
|
$
|
1,054
|
|
|
(in millions)
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
Client incentives
|
$
|
2,277
|
|
|
$
|
1,947
|
|
|
$
|
1,590
|
|
|
$
|
1,189
|
|
|
$
|
675
|
|
|
$
|
523
|
|
|
$
|
8,201
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in millions)
|
||||||||||
|
U.S.
|
$
|
1,030
|
|
|
$
|
4,650
|
|
|
$
|
3,973
|
|
|
Non-U.S.
|
1,177
|
|
|
1,006
|
|
|
665
|
|
|||
|
Total income before taxes and non-controlling interest
|
$
|
2,207
|
|
|
$
|
5,656
|
|
|
$
|
4,638
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in millions)
|
||||||||||
|
Current:
|
|
|
|
|
|
||||||
|
U.S. federal
|
$
|
1,376
|
|
|
$
|
1,365
|
|
|
$
|
1,089
|
|
|
State and local
|
165
|
|
|
311
|
|
|
260
|
|
|||
|
Non-U.S.
|
214
|
|
|
168
|
|
|
76
|
|
|||
|
Total current taxes
|
1,755
|
|
|
1,844
|
|
|
1,425
|
|
|||
|
Deferred:
|
|
|
|
|
|
||||||
|
U.S. federal
|
(1,276
|
)
|
|
160
|
|
|
209
|
|
|||
|
State and local
|
(415
|
)
|
|
(2
|
)
|
|
35
|
|
|||
|
Non-U.S.
|
1
|
|
|
8
|
|
|
5
|
|
|||
|
Total deferred taxes
|
(1,690
|
)
|
|
166
|
|
|
249
|
|
|||
|
Total income tax provision
|
$
|
65
|
|
|
$
|
2,010
|
|
|
$
|
1,674
|
|
|
|
2012
|
|
2011
|
||||
|
|
(in millions)
|
||||||
|
Deferred Tax Assets
|
|
|
|
||||
|
Accrued compensation and benefits
|
$
|
103
|
|
|
$
|
96
|
|
|
Comprehensive income
|
102
|
|
|
104
|
|
||
|
Investments in joint ventures
|
11
|
|
|
15
|
|
||
|
Accrued litigation obligation
|
1,654
|
|
|
128
|
|
||
|
Client incentives
|
227
|
|
|
184
|
|
||
|
Net operating loss carryforward
|
33
|
|
|
38
|
|
||
|
Tax credits
|
23
|
|
|
26
|
|
||
|
Federal benefit of state taxes
|
90
|
|
|
300
|
|
||
|
Federal benefit of foreign taxes
|
16
|
|
|
7
|
|
||
|
Other
|
92
|
|
|
76
|
|
||
|
Valuation allowance
|
(13
|
)
|
|
—
|
|
||
|
Deferred tax assets
|
2,338
|
|
|
974
|
|
||
|
Deferred Tax Liabilities
|
|
|
|
||||
|
Property, equipment and technology, net
|
(288
|
)
|
|
(266
|
)
|
||
|
Intangible assets
|
(4,027
|
)
|
|
(4,374
|
)
|
||
|
Foreign taxes
|
(44
|
)
|
|
(40
|
)
|
||
|
Other
|
(10
|
)
|
|
(10
|
)
|
||
|
Deferred tax liabilities
|
(4,369
|
)
|
|
(4,690
|
)
|
||
|
Net deferred tax liabilities
|
$
|
(2,031
|
)
|
|
$
|
(3,716
|
)
|
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
|
|
(in millions)
|
||||||
|
Current deferred tax assets
|
$
|
2,027
|
|
|
$
|
489
|
|
|
Non-current deferred tax liabilities
|
(4,058
|
)
|
|
(4,205
|
)
|
||
|
Net deferred tax liabilities
|
$
|
(2,031
|
)
|
|
$
|
(3,716
|
)
|
|
|
For the Years Ended September 30
|
|||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|||||||||
|
|
(in millions)
|
|||||||||||||||||||
|
U.S. federal income tax at statutory rate
|
$
|
772
|
|
|
35
|
%
|
|
$
|
1,980
|
|
|
35
|
%
|
|
$
|
1,623
|
|
|
35
|
%
|
|
State income taxes, net of federal benefit
|
36
|
|
|
2
|
%
|
|
203
|
|
|
4
|
%
|
|
177
|
|
|
4
|
%
|
|||
|
Non-U.S. tax effect, net of federal benefit
|
(257
|
)
|
|
(12
|
)%
|
|
(150
|
)
|
|
(2
|
)%
|
|
(124
|
)
|
|
(2
|
)%
|
|||
|
Reversal of tax reserves related to the deductibility of covered litigation expense
|
(299
|
)
|
|
(14
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
|
Remeasurement of deferred taxes due to:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
California state apportionment rule changes
|
(208
|
)
|
|
(9
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
|
Other state apportionment changes
|
11
|
|
|
1
|
%
|
|
(3
|
)
|
|
—
|
%
|
|
15
|
|
|
—
|
%
|
|||
|
Revaluation of Visa Europe put option
|
—
|
|
|
—
|
%
|
|
(43
|
)
|
|
(1
|
)%
|
|
(28
|
)
|
|
(1
|
)%
|
|||
|
Other, net
|
10
|
|
|
—
|
%
|
|
23
|
|
|
—
|
%
|
|
11
|
|
|
—
|
%
|
|||
|
Income tax provision
|
$
|
65
|
|
|
3
|
%
|
|
$
|
2,010
|
|
|
36
|
%
|
|
$
|
1,674
|
|
|
36
|
%
|
|
▪
|
the fiscal 2012 reversal of previously recorded tax reserves associated with uncertainties related to the deductibility of covered litigation expense;
|
|
▪
|
a decrease in the overall state tax rate due to changes in the California apportionment rules and the associated one-time, non-cash remeasurement of existing net deferred tax liabilities in fiscal 2012;
|
|
▪
|
a one-time benefit recognized upon initial recognition of foreign tax credits in fiscal 2012;
|
|
▪
|
the effect of applying the foregoing adjustments to a pre-tax income that was reduced by a
$4.1 billion
covered litigation provision; and
|
|
▪
|
the absence of nontaxable revaluations of the Visa Europe put option in fiscal 2012.
|
|
|
2012
|
|
2011
|
||||
|
|
(in millions)
|
||||||
|
Beginning balance at October 1
|
$
|
850
|
|
|
$
|
545
|
|
|
Increases of unrecognized tax benefits related to prior years
|
186
|
|
|
206
|
|
||
|
Decreases of unrecognized tax benefits related to prior years
|
(445
|
)
|
|
(52
|
)
|
||
|
Increases of unrecognized tax benefits related to current year
|
89
|
|
|
158
|
|
||
|
Reductions related to lapsing statute of limitations
|
(1
|
)
|
|
(7
|
)
|
||
|
Ending balance at September 30
|
$
|
679
|
|
|
$
|
850
|
|
|
|
2012
|
|
2011
|
||||
|
|
(in millions)
|
||||||
|
Balance at October 1
|
$
|
425
|
|
|
$
|
697
|
|
|
Provision for unsettled legal matters
|
4,100
|
|
|
—
|
|
||
|
Provision for settled legal matters
|
—
|
|
|
7
|
|
||
|
Reclassification of settled matters
(1)
|
—
|
|
|
12
|
|
||
|
Interest accretion on settled matters
|
1
|
|
|
11
|
|
||
|
Payments on settled matters
|
(140
|
)
|
|
(302
|
)
|
||
|
Balance at September 30
|
$
|
4,386
|
|
|
$
|
425
|
|
|
(1)
|
Reclassification of amount previously recorded in accrued liabilities.
|
|
•
|
A comprehensive release from participating class members for liability arising out of claims asserted in the litigation, and a further release to protect against future litigation regarding default interchange and the other U.S. rules at issue in the MDL;
|
|
•
|
Settlement payments from the Company of approximately
$4.0 billion
, to be paid from the Company's previously funded litigation escrow account established under the retrospective responsibility plan, see
Note 3—Retrospective Responsibility Plan
;
|
|
•
|
Distribution to class merchants of an amount equal to 10 basis points of default interchange across all credit rate categories for a period of eight consecutive months, which otherwise would have been paid to issuers and which effectively reduces credit interchange for that period of time. The eight month period for the reduction would begin within 60 days after completion of the court-ordered period during which individual class members may opt out of this settlement;
|
|
•
|
Certain modifications to the Company's rules, including modifications to permit surcharging on credit transactions under certain circumstances, subject to a cap and a level playing field with other general purpose card competitors; and
|
|
•
|
Agreement that the Company will meet with merchant buying groups that seek to negotiate interchange rates collectively.
|
|
|
Quarter Ended (unaudited)
|
|
Fiscal Year
|
||||||||||||||||
|
Visa Inc.
|
Sept. 30,
2012
(1)
|
|
June 30,
2012
(2)
|
|
Mar. 31,
2012
|
|
Dec.31,
2011
|
|
2012 Total
|
||||||||||
|
|
(in millions, except per share data)
|
||||||||||||||||||
|
Operating revenues
|
$
|
2,731
|
|
|
$
|
2,565
|
|
|
$
|
2,578
|
|
|
$
|
2,547
|
|
|
$
|
10,421
|
|
|
Operating income (loss)
|
1,522
|
|
|
(2,607
|
)
|
|
1,606
|
|
|
1,618
|
|
|
2,139
|
|
|||||
|
Net income (loss) attributable to Visa Inc.
|
1,662
|
|
|
(1,839
|
)
|
|
1,292
|
|
|
1,029
|
|
|
2,144
|
|
|||||
|
Basic earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Class A common stock
|
$
|
2.48
|
|
|
$
|
(2.74
|
)
|
|
$
|
1.92
|
|
|
$
|
1.50
|
|
|
$
|
3.17
|
|
|
Class B common stock
|
$
|
1.05
|
|
|
$
|
(1.16
|
)
|
|
$
|
0.82
|
|
|
$
|
0.73
|
|
|
$
|
1.40
|
|
|
Class C common stock
|
$
|
2.48
|
|
|
$
|
(2.74
|
)
|
|
$
|
1.92
|
|
|
$
|
1.50
|
|
|
$
|
3.17
|
|
|
Diluted earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Class A common stock
|
$
|
2.47
|
|
|
$
|
(2.74
|
)
|
|
$
|
1.91
|
|
|
$
|
1.49
|
|
|
$
|
3.16
|
|
|
Class B common stock
|
$
|
1.04
|
|
|
$
|
(1.16
|
)
|
|
$
|
0.81
|
|
|
$
|
0.73
|
|
|
$
|
1.39
|
|
|
Class C common stock
|
$
|
2.47
|
|
|
$
|
(2.74
|
)
|
|
$
|
1.91
|
|
|
$
|
1.49
|
|
|
$
|
3.16
|
|
|
|
Quarter Ended (unaudited)
|
|
Fiscal Year
|
||||||||||||||||
|
Visa Inc.
|
Sept. 30,
2011
|
|
June 30,
2011
|
|
Mar. 31,
2011
|
|
Dec. 31,
2010
|
|
2011 Total
|
||||||||||
|
|
(in millions, except per share data)
|
||||||||||||||||||
|
Operating revenues
|
$
|
2,383
|
|
|
$
|
2,322
|
|
|
$
|
2,245
|
|
|
$
|
2,238
|
|
|
$
|
9,188
|
|
|
Operating income
|
1,362
|
|
|
1,345
|
|
|
1,383
|
|
|
1,366
|
|
|
5,456
|
|
|||||
|
Net income attributable to Visa Inc.
|
880
|
|
|
1,005
|
|
|
881
|
|
|
884
|
|
|
3,650
|
|
|||||
|
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Class A common stock
|
$
|
1.28
|
|
|
$
|
1.43
|
|
|
$
|
1.24
|
|
|
$
|
1.23
|
|
|
$
|
5.18
|
|
|
Class B common stock
|
$
|
0.62
|
|
|
$
|
0.70
|
|
|
$
|
0.63
|
|
|
$
|
0.63
|
|
|
$
|
2.59
|
|
|
Class C common stock
|
$
|
1.28
|
|
|
$
|
1.43
|
|
|
$
|
1.24
|
|
|
$
|
1.23
|
|
|
$
|
5.18
|
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Class A common stock
|
$
|
1.27
|
|
|
$
|
1.43
|
|
|
$
|
1.23
|
|
|
$
|
1.23
|
|
|
$
|
5.16
|
|
|
Class B common stock
|
$
|
0.62
|
|
|
$
|
0.70
|
|
|
$
|
0.63
|
|
|
$
|
0.63
|
|
|
$
|
2.58
|
|
|
Class C common stock
|
$
|
1.27
|
|
|
$
|
1.43
|
|
|
$
|
1.23
|
|
|
$
|
1.23
|
|
|
$
|
5.16
|
|
|
(1)
|
During the fourth quarter of fiscal 2012, we reversed all previously recorded tax reserves and accrued interest associated with uncertainties related to the deductibility of covered litigation expense recorded in fiscal 2007 through the third quarter of fiscal 2012, which increased our quarterly net income by $627 million. See
Overview
in
Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations
of this report.
|
|
(2)
|
During the third quarter of fiscal 2012, we recorded a litigation provision of $4.1 billion and related tax benefits associated with the interchange MDL, which is covered by the retrospective responsibility plan. Settlements of, or judgments in, covered litigation will be paid from the litigation escrow account. See
Note 3—Retrospective Responsibility Plan
and
Note 21—Legal Matters
to our consolidated financial statements.
|
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|
|
ITEM 9A.
|
Controls and Procedures
|
|
ITEM 9B.
|
Other Information
|
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
|
ITEM 11.
|
Executive Compensation
|
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
ITEM 14.
|
Principal Accountant Fees and Services
|
|
ITEM 15.
|
Exhibits and Financial Statement Schedules
|
|
(a)
|
The following documents are filed as part of this Report:
|
|
1.
|
Consolidated Financial Statements
|
|
2.
|
Consolidated Financial Statement Schedules
|
|
3.
|
The following exhibits are filed as part of this Report or, where indicated, were previously filed and are hereby incorporated by reference:
|
|
VISA INC.
|
|
|
|
|
|
|
|
By:
|
|
/s/ Byron H. Pollitt
|
|
Name:
|
|
Byron H. Pollitt
|
|
Title:
|
|
Chief Financial Officer
|
|
Date:
|
|
November 15, 2012
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Charles W. Scharf
|
|
Chief Executive Officer (principal executive officer)
|
|
November 15, 2012
|
|
Charles W. Scharf
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Byron H. Pollitt
|
|
Chief Financial Officer
(principal financial officer and principal accounting officer)
|
|
November 15, 2012
|
|
Byron H. Pollitt
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Joseph W. Saunders
|
|
Chairman of the Board
|
|
November 15, 2012
|
|
Joseph W. Saunders
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gary P. Coughlan
|
|
Director
|
|
November 15, 2012
|
|
Gary P. Coughlan
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Mary B. Cranston
|
|
Director
|
|
November 15, 2012
|
|
Mary B. Cranston
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Francisco Javier Fernandez-Carbajal
|
|
Director
|
|
November 15, 2012
|
|
Francisco Javier Fernandez-Carbajal
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert W. Matschullat
|
|
Director
|
|
November 15, 2012
|
|
Robert W. Matschullat
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Cathy E. Minehan
|
|
Director
|
|
November 15, 2012
|
|
Cathy E. Minehan
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Suzanne Nora Johnson
|
|
Director
|
|
November 15, 2012
|
|
Suzanne Nora Johnson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David J. Pang
|
|
Director
|
|
November 15, 2012
|
|
David J. Pang
|
|
|
|
|
|
|
|
|
|
|
|
/s/ William S. Shanahan
|
|
Director
|
|
November 15, 2012
|
|
William S. Shanahan
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John A. Swainson
|
|
Lead Director
|
|
November 15, 2012
|
|
John A. Swainson
|
|
|
|
|
|
Exhibit
Number
|
Description of Documents
|
|
|
|
|
3.1
|
Fifth Amended and Restated Certificate of Incorporation of Visa Inc. (incorporated by reference to Exhibit 3.1 to the Periodic Report on Form 8-K filed by Visa Inc. on December 17, 2008)
|
|
|
|
|
3.2
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Periodic Report on Form 8-K filed by Visa Inc. on October 25, 2012 (the "October 25, 2012 8-K"))
|
|
|
|
|
3.3
|
Certificate of Correction of the Fifth Amended and Restated Certificate of Incorporation of Visa Inc. (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by Visa Inc. on July 30, 2009)
|
|
|
|
|
3.4
|
Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of Visa Inc. to Declassify the Board of Directors (incorporated by reference to Exhibit 3.1 to the Periodic Report on Form 8-K filed by Visa Inc. on January 31, 2011 ("the January 31, 2011 8-K"))
|
|
|
|
|
3.5
|
Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of Visa Inc. to Implement a Majority Vote Standard in Uncontested Elections of Directors (incorporated by reference to Exhibit 3.2 to the January 31, 2011 8-K)
|
|
|
|
|
4.1
|
Form of stock certificate of Visa Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 5 to the Visa Inc. proxy statement-prospectus on Form S-4 (333-143966) filed on September 13, 2007 (the “September 2007 S-4”))
|
|
|
|
|
4.2
|
Except as set forth in Exhibit 3.1 above, the instruments defining the rights of holders of long-term debt securities of Visa Inc. and its subsidiaries have been omitted
(1)
|
|
|
|
|
4.3
|
Form of specimen certificate for class B common stock of Visa Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A, filed January 28, 2009)
|
|
|
|
|
4.4
|
Form of specimen certificate for class C common stock of Visa Inc. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A, filed January 28, 2009)
|
|
|
|
|
10.1
|
Settlement Agreement, dated June 4, 2003, by and among Visa U.S.A. Inc. and Wal-Mart, Limited Brands, Sears, Safeway, Circuit City, National Retail Federation, Food Market Institute, International Mass Retail Association and Bernie’s Army-Navy Store (incorporated by reference to Exhibit 10.1 to the Visa Inc. proxy statement-prospectus on Form S-4 (333-143966) filed on June 22, 2007 (the “June 2007 S-4”))
|
|
|
|
|
10.2
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the October 25, 2012 8-K)
|
|
|
|
|
10.3
|
Visa Inc. 2007 Equity Incentive Compensation Plan, as Amended and Restated (incorporated by reference to Exhibit 10.1 to the Periodic Report on Form 8-K filed by Visa Inc. on January 31, 2012)
|
|
|
|
|
10.4
|
Visa 2005 Deferred Compensation Plan, effective as of January 1, 2005, as amended (incorporated by reference to Exhibit 10.11 to the June 2007 S-4)
|
|
|
|
|
10.5
|
Judgment Sharing Agreement among Defendants in the AMEX case by and between Visa U.S.A. Inc. and the signatory banks thereto (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the July 2007 S-4)†
|
|
|
|
|
10.6
|
Form of Interchange Judgment Sharing Agreement among Visa Inc. and the other parties thereto (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the July 2007 S-4)†
|
|
|
|
|
10.7
|
Form of Loss Sharing Agreement by and among Visa U.S.A. Inc., Visa International Service Association, Visa Inc. and each Member of Visa U.S.A. Inc. that executes and delivers a counterpart signature page to the agreement (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the July 2007 S-4)†
|
|
|
|
|
10.8
|
Form of Escrow Agreement among Visa Inc., Visa U.S.A. Inc. and the escrow agent (incorporated by reference to Exhibit 10.15 to the June 2007 S-4)
|
|
|
|
|
Exhibit
Number
|
Description of Documents
|
|
10.9
|
Form of Framework Agreement among Visa Inc., Visa Europe Limited, Inovant LLC, Visa International Services Association and Visa U.S.A. Inc. (incorporated by reference to Exhibit 10.17 to Amendment No. 1 to the July 2007 S-4)†
|
|
|
|
|
10.10
|
Form of Litigation Management Agreement by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and the other signatories thereto (incorporated by reference to Exhibit 10.18 to Amendment No. 3 to the Visa Inc. proxy statement-prospectus on Form S-4 (333-143966) filed on August 22, 2007)
|
|
|
|
|
10.11
|
Form of Visa Europe Put-Call Option Agreement by and among Visa Inc. and Visa Europe Limited (incorporated by reference to Annex B to Amendment No. 5 of the June 2007 S-4)
|
|
|
|
|
10.12
|
Amended and Restated Global Restructuring Agreement, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe Limited, Visa Canada Association, Visa Asia Pacific, Visa Latin America (incorporated by reference to Annex A to Amendment No. 5 to the June 2007 S-4)
|
|
|
|
|
10.13
|
Excess Thrift Plan (Amended and Restated Effective January 1, 2008) (incorporated by reference to Exhibit 10.31 to the Annual Report filed on Form 10-K for the year ended September 30, 2008 (the “September 2008 10-K”))
|
|
|
|
|
10.14
|
Excess Retirement Benefit Plan (Amended and Restated Effective January 1, 2008) (incorporated by reference to Exhibit 10.32 to the September 2008 10-K)
|
|
|
|
|
10.15
|
Form of Restricted Stock and Restricted Stock Unit Post IPO Unit Agreement (incorporated by reference to Exhibit 10.34 to the September 2008 10-K)
|
|
|
|
|
10.16
|
Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.39 to the September 2008 10-K)
|
|
|
|
|
10.17
|
Agreement to Prepay Future Payments at a Discount, dated as of August 31, 2009, by and between Visa U.S.A. Inc. and Co-Lead Counsel, acting collectively as binding representative and agent of the Plaintiffs (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Visa Inc. on August 31, 2009)
|
|
|
|
|
10.18
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for members of the Executive Leadership Team (“ELT”) (incorporated by reference to Exhibit 10.38 to the Annual Report filed on Form 10-K for the year ended September 30, 2009 (the “September 2009 10-K”))
|
|
|
|
|
10.19
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for members of the ELT who have Employment Agreements (incorporated by reference to Exhibit 10.39 to the September 2009 10-K)
|
|
|
|
|
10.20
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO (incorporated by reference to Exhibit 10.40 to the September 2009 10-K)
|
|
|
|
|
10.21
|
Settlement Agreement, dated November 7, 2007, by and among Visa Inc., Visa U.S.A., Visa International and American Express (incorporated by reference to Exhibit 10.30 to Amendment No. 1 to the Visa Inc. Registration Statement on Form S-1 (333-147296) filed on December 21, 2007)
|
|
|
|
|
10.22
|
Five-Year Revolving Credit Agreement, dated February 15, 2008, by and among Visa Inc., Visa International, Visa U.S.A. and the Lenders party thereto (incorporated by reference to Exhibit 10.31 to Amendment No. 4 to the Visa Inc. Registration Statement on Form S-1 (333-147296) filed on February 25, 2008)
|
|
|
|
|
10.23
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2010 (incorporated by reference to Exhibit 10.40 to the Annual Report filed on Form 10-K for the year ended September 30, 2010 (the “September 2010 10-K”))
|
|
|
|
|
10.24
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2010 (incorporated by reference to Exhibit 10.41 to the September 2010 10-K)
|
|
|
|
|
Exhibit
Number
|
Description of Documents
|
|
10.25
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2010 (incorporated by reference to Exhibit 10.42 to the September 2010 10-K)
|
|
|
|
|
10.26
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2010 (incorporated by reference to Exhibit 10.43 to the September 2010 10-K)
|
|
|
|
|
10.27
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2010 (incorporated by reference to Exhibit 10.44 to the September 2010 10-K)
|
|
|
|
|
10.28
|
Form of Stock Option Award Agreement including clawback provision, for awards granted after November 1, 2010 (incorporated by reference to Exhibit 10.45 to the September 2010 10-K)
|
|
|
|
|
10.29
|
Form of Restricted Stock Unit Agreement including clawback provision, for awards granted after November 1, 2010 (incorporated by reference to Exhibit 10.46 to the September 2010 10-K)
|
|
|
|
|
10.30
|
Amended and Restated Employment Agreement, dated December 1, 2010, by and between Joseph W. Saunders and Visa Inc. (incorporated by reference to Exhibit 10.1 to the Periodic Report on Form 8-K filed by Visa Inc. on December 3, 2010)
|
|
|
|
|
10.31
|
Visa Inc. Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.1 to the January 31, 2011 8-K)
|
|
|
|
|
10.32
|
Loss Sharing Agreement Schedule (incorporated by reference to Exhibit 10.1 to the Periodic Report on Form 8-K filed by Visa Inc. on February 8, 2011 (the “February 8, 2011 8-K”))
|
|
|
|
|
10.33
|
Interchange Judgment Sharing Agreement Schedule (incorporated by reference to Exhibit 10.2 to the February 8, 2011 8-K)
|
|
|
|
|
10.34
|
First Amendment of the Visa Excess Retirement Benefit Plan, as amended and restated January 1, 2008, effective January 1, 2011 (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K for the year ended September 30, 2011 (the “September 2011 10-K”))
|
|
|
|
|
10.35
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2011 (incorporated by reference to Exhibit to 10.35 to the September 2011 10-K)
|
|
|
|
|
10.36
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2011 (incorporated by reference to Exhibit to 10.36 to the September 2011 10-K)
|
|
|
|
|
10.37
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2011 (incorporated by reference to Exhibit to 10.37 to the September 2011 10-K)
|
|
|
|
|
10.38
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2011 (incorporated by reference to Exhibit to 10.38 to the September 2011 10-K)
|
|
|
|
|
10.39
|
Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2011 (incorporated by reference to Exhibit to 10.39 to the September 2011 10-K)
|
|
|
|
|
10.40
|
Form of Stock Option Award Agreement including clawback provision, for awards granted after November 1, 2011 (incorporated by reference to Exhibit to 10.40 to the September 2011 10-K)
|
|
|
|
|
10.41
|
Form of Restricted Stock Unit Agreement including clawback provision, for awards granted after November 1, 2011 (incorporated by reference to Exhibit to 10.41 to the September 2011 10-K)
|
|
|
|
|
10.42
|
Memorandum of Understanding (incorporated by reference to Exhibit 10.1 to the Periodic Report on Form 8-K, filed July 16, 2012 (the “July 16, 2012 8-K”))
|
|
|
|
|
Exhibit
Number
|
Description of Documents
|
|
10.43
|
Omnibus Agreement (incorporated by reference to Exhibit 10.2 to the July 16, 2012 8-K)
|
|
|
|
|
12.1
|
Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 21.1 to the Automatic Shelf Registration Statement on Form S-3ASR filed by Visa Inc. on July 27, 2012)
|
|
|
|
|
18.1
|
Preferability letter from KPMG LLP, our Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 18.1 to the Quarterly Report on Form 10-Q filed by Visa Inc. on May 5, 2011)
|
|
|
|
|
21.1*
|
List of Subsidiaries of Visa Inc.
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23.1*
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Consent of KPMG LLP, Independent Registered Public Accounting Firm
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31.1*
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Certification of the Chief Executive Officer pursuant to Section 302
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31.2*
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Certification of the Chief Financial Officer pursuant to Section 302
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32.1*
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Certification of the Chief Executive Officer pursuant to Section 906
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32.2*
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Certification of the Chief Financial Officer pursuant to Section 906
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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(1)
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We have agreed to furnish to the SEC, upon request, a copy of each instrument with respect to issuances of long-term debt of Visa Inc. and its subsidiaries.
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†
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Portions of this exhibit were omitted and have been filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 406 of the Securities Act.
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*
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Filed or furnished herewith.
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
Customers
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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