Table	of	Contents

# UNITED	STATES	SECURITIES	AND	EXCHANGE	COMMISSION

# ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# For	the	fiscal	year	ended	September	30,	2014

TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# VISA	INC.

(Exact	name	of	Registrant	as	specified	in	its	charter)

Delaware

(State	or	other	jurisdiction of	incorporation	or	organization)

P.O.	Box	8999 San	Francisco,	California (Address	of	principal	executive	offices)

(IRS	Employer Identification	No.)

(Registrant's	telephone	number,	including	area	code)

Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

# Class	A	common	stock,	par	value	$0.0001	per	share

# (Title	of	each	Class)

# New	York	Stock	Exchange

# (Name	of	each	exchange	on	which	registered)

Securities	registered	pursuant	to	Section	12(g)	of	the	Act:

# Class	B	common	stock,	par	value	$0.0001	per	share

# Class	C	common	stock,	par	value	$0.0001	per	share

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.				Yes		 þ				No		¨

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	15(d)	of	the	Act.				Yes		 ¨				No		þ

Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934 during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing requirements	for	the	past	90	days.				Yes		þ				No		¨

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	website,	if	any,	every	Interactive	Data	File required	to	be	submitted	and	posted	pursuant	to	Rule	405	of	Regulation	S-T	(§232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such shorter	period	that	the	registrant	was	required	to	submit	and	post	such	files).				Yes		þ				No		¨

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained	to	the best	of	registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment	to this	Form	10-K.				¨

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	or	a	non-accelerated	filer.	See	the	definitions	of	"large accelerated	filer"	"accelerated	filer"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.	(Check	one):

Large	accelerated	filer		þ

Non-accelerated	filer		o

Accelerated	filer		o

Smaller	reporting	company		o

(Do	not	check	if	a	smaller	reporting	company)

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).				Yes		 ¨				No		þ The	aggregate	market	value	of	the	registrant's	class	A	common	stock,	par	value	$0.0001	per	share,	held	by	non-affiliates	(using	the	New	York	Stock Exchange	closing	price	as	of	March	31,	2014,	the	last	business	day	of	the	registrant's	most	recently	completed	second	fiscal	quarter)	was	approximately $107.6	billion.	There	is	currently	no	established	public	trading	market	for	the	registrant's	class	B	common	stock,	par	value	$0.0001	per	share,	or	the registrant's	class	C	common	stock,	par	value	$0.0001	per	share.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	the	Registrant's	Proxy	Statement	for	the	2014	Annual	Meeting	of	Stockholders	are	incorporated	herein	by	reference	in	Part	III	of	this Annual	Report	on	Form	10-K	to	the	extent	stated	herein.	Such	Proxy	Statement	will	be	filed	with	the	Securities	and	Exchange	Commission	within	120 days	of	the	Registrant's	fiscal	year	ended	September	30,	2014.

| Item	1 | Business | 4 |
| :--- | :--- | :--- |
| Item\t1A | Risk\tFactors | 11 |
| Item\t1B | Unresolved\tStaff\tComments | 27 |
| Item\t2 | Properties | 27 |
| Item\t3 | Legal\tProceedings | 27 |
| Item\t4 | Mine\tSafety\tDisclosures | 27 |
| PART\tII |  |  |
| Item\t5 | Market\tfor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 28 |
| Item\t6 | Selected\tFinancial\tData | 30 |
| Item\t7 | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 31 |
| Item\t7A | Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | 49 |
| Item\t8 | Financial\tStatements\tand\tSupplementary\tData | 51 |
| Item\t9 | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosures | 108 |
| Item\t9A | Controls\tand\tProcedures | 108 |
| Item\t9B | Other\tInformation | 108 |
| PART\tIII |  |  |
| Item\t10 | Directors,\tExecutive\tOfficers\tand\tCorporate\tGovernance | 109 |
| Item\t11 | Executive\tCompensation | 109 |
| Item\t12 | Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement\tand\tRelated\tStockholder\tMatters | 109 |
| Item\t13 | Certain\tRelationships\tand\tRelated\tTransactions,\tand\tDirector\tIndependence | 109 |
| Item\t14 | Principal\tAccountant\tFees\tand\tServices | 109 |
| PART\tIV\nItem\t15 | Exhibits\tand\tFinancial\tStatement\tSchedules | 110 |

Unless	the	context	indicates	otherwise,	reference	to	"Visa,"	"Company,"	"we,"	"us"	or	"our"	refers	to	Visa	Inc.	and	its	subsidiaries.

"Visa"	and	our	other	trademarks	referenced	in	this	report	are	Visa's	property.	This	report	may	contain	additional	trade	names	and	trademarks	of other	companies.	The	use	or	display	of	other	companies'	trade	names	or	trademarks	does	not	imply	our	endorsement	or	sponsorship	of,	or	a	relationship with	these	companies.

# Forward-Looking	Statements:

This	Annual	Report	on	Form	10-K	contains	forward-looking	statements	within	the	meaning	of	the	U.S.	Private	Securities	Litigation	Reform	Act	of 1995.	Forward-looking	statements	generally	are	identified	by	words	such	as	"believes,"	"estimates,"	"expects,"	"intends,"	"may,"	"projects,"	"could," "should,"	"will,"	"will	continue"	and	other	similar	expressions.	Examples	of	forward-looking	statements	include,	but	are	not	limited	to,	statements	we	make about	our	revenue,	client	incentives,	operating	margin,	tax	rate,	earnings	per	share,	free	cash	flow,	and	the	growth	of	those	items.

By	their	nature,	forward-looking	statements:	(i)	speak	only	as	of	the	date	they	are	made;	(ii)	are	not	statements	of	historical	fact	or	guarantees	of future	performance;	and	(iii)	are	subject	to	risks,	uncertainties,	assumptions	or	changes	in	circumstances	that	are	difficult	to	predict	or	quantify.	Therefore, actual	results	could	differ	materially	and	adversely	from	our	forward-looking	statements	due	to	a	variety	of	factors,	including	the	following:

•the	impact	of	laws,	regulations	and	marketplace	barriers,	including:

•rules	capping	debit	interchange	reimbursement	rates	and	expanding	financial	institutions'	and	merchants'	choices	among	debit	payments networks	promulgated	under	the	Dodd-Frank	Wall	Street	Reform	and	Consumer	Protection	Act;

•increased	regulation	in	jurisdictions	outside	of	the	United	States	and	in	other	product	categories;

•increased	government	support	of	national	payments	networks	outside	the	United	States;	and

•increased	regulation	on	consumer	privacy,	data	use	and	security;

•developments	in	litigation	and	government	enforcement,	including	those	affecting	interchange	reimbursement	fees,	antitrust	and	tax;

•new	lawsuits,	investigations	or	proceedings,	or	changes	to	our	potential	exposure	in	connection	with	pending	lawsuits,	investigations	or proceedings;

•economic	factors,	such	as:

•economic	fragility	in	the	Eurozone	and	the	United	States;

•general	economic,	political	and	social	conditions	in	mature	and	emerging	markets	globally;

•general	stock	market	fluctuations	which	may	impact	consumer	spending;

•material	changes	in	cross-border	activity,	foreign	exchange	controls	and	fluctuations	in	currency	exchange	rates;	and

•material	changes	in	our	financial	institution	clients'	performance	compared	to	our	estimates;

•industry	developments,	such	as	competitive	pressure,	rapid	technological	developments	and	disintermediation	from	our	payments	network;

•system	developments,	such	as:

•disruption	of	our	transaction	processing	systems	or	the	inability	to	process	transactions	efficiently;

•account	data	breaches	or	increased	fraudulent	or	other	illegal	activities	involving	Visa-branded	cards	or	payment	products;	and

•failure	to	maintain	systems	interoperability	with	Visa	Europe;

•costs	arising	if	Visa	Europe	were	to	exercise	its	right	to	require	us	to	acquire	all	of	its	outstanding	stock;

•the	loss	of	organizational	effectiveness	or	key	employees;

•the	failure	to	integrate	acquisitions	successfully	or	to	effectively	develop	new	products	and	businesses;

•natural	disasters,	terrorist	attacks,	military	or	political	conflicts,	and	public	health	emergencies;	and

various	other	factors	discussed	throughout	this	report,	including	but	not	limited	to, Item	1—Business,	Item1A—Risk	Factors	and	Item	7—Management's Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations.	You	should	not	place	undue	reliance	on	such	statements.	Except	as	required by	law,	we	do	not	intend	to	update	or	revise	any	forward-looking	statements	as	a	result	of	new	information,	future	developments	or	otherwise.

# PART	I

# General	Business	Developments

Visa	Inc.,	which	we	refer	to	as	Visa	or	the	Company,	is	a	global	payments	technology	company	that	connects	consumers,	businesses,	financial institutions	and	governments	in	more	than	200	countries	and	territories	to	fast,	secure	and	reliable	electronic	payments.	We	operate	one	of	the	world's most	advanced	processing	networks	—VisaNet	—	which	facilitates	authorization,	clearing	and	settlement	of	payment	transactions	worldwide.	It	also	offers fraud	protection	for	account	holders	and	rapid	payment	for	merchants.	Visa	is	not	a	bank	and	does	not	issue	cards,	extend	credit	or	set	rates	and	fees	for account	holders	on	Visa-branded	cards	and	payment	products.	In	most	cases,	account	holder	and	merchant	relationships	belong	to,	and	are	managed	by, our	financial	institution	clients.

Visa	Inc.	was	incorporated	in	the	State	of	Delaware	in	May	2007.	In	October	2007,	we	undertook	a	reorganization	in	which	Visa	U.S.A.	Inc.,	Visa International	Service	Association,	Visa	Canada	Corporation	and	Inovant	LLC	became	direct	or	indirect	subsidiaries	of	Visa	Inc.	Visa	Europe	Limited remains	owned	and	governed	by	its	European	member	financial	institutions	and	is	not	a	subsidiary	of	Visa	Inc.	Visa	Inc.	completed	its	initial	public offering	("IPO")	in	March	2008.

Since	fiscal	2010,	we	have	completed	several	acquisitions	to	accelerate	the	growth	of	Visa's	digital,	eCommerce	and	mobile	commerce	offerings. These	include:	CyberSource	Corporation,	a	leading	provider	of	electronic	payment,	risk	management	and	payment	security	solutions	to	online	merchants; PlaySpan	Inc.,	a	leading	provider	of	digital	goods	transactions	in	online	games,	digital	media	and	social	networks;	and	Fundamo,	a	leading	provider	of mobile	financial	services	for	mobile	network	operators	and	financial	institutions	in	developing	economies.

General	business	developments	in	fiscal	2014	included	the	following:

•Product	innovation.	Visa's	fundamental	approach	to	innovation	focuses	on:	(i)	supporting	an	evolving	payments	ecosystem;	(ii)	enhancing Visa's	network	security	through	innovation;	and	(iii)	developing	new	platforms,	products	and	services.

i. Evolving	payments	ecosystem.	By	providing	new	and	existing	financial	institution	clients	and	partners	greater	access	to	Visa's	network	and payment	capabilities,	Visa	is	contributing	to	the	evolving	payments	ecosystem.	In	2014,	Visa	announced	a	developer	center,	which	will enable	software	developers,	financial	institutions	and	new	entrants	to	more	easily	access	Visa	payment	capabilities	through	programing interfaces	and	software	developer	kits	beginning	in	2015.	We	also	launched	the	Visa	Ready	program	to	enable	our	partners	to	quickly deploy	Visa-compliant	devices,	software	and	services	to	consumers,	thereby	significantly	accelerating	the	pace	of	innovation	in	payments. Finally,	we	established	an	innovation	center	at	our	San	Francisco	Bay	Area	headquarters	to	facilitate	collaboration	among	Visa,	our	financial institution	clients,	other	partners	and	the	Bay	Area	technology	community	to	develop	the	next	generation	of	global	commerce	solutions.

ii. Network	security	through	innovation.	In	2014,	Visa	made	strides	to	enhance	its	network	security	by	implementing	the	following	programs:

a. Visa	Token	Service:	Visa	Token	Service	replaces	account	numbers	with	digital	tokens	for	online	and	mobile	payments.	This	benefits merchants	and	issuers	by	removing	sensitive	account	information	from	online	and	mobile	payments	and	significantly	reduces	fraud risk.

b. EMV-chip	payment	technology:	Visa	is	addressing	fraud	at	the	physical	point-of-sale	by	working	with	merchants	and	issuers	in	the United	States	to	introduce	EMV-chip	payment	technology.

c. Fraud	and	data	analytics:	As	an	industry	leader	in	payment	security,	we	enhanced	our	real-time	data	analytics	capabilities.	When combined	with	Visa's	centralized	network	structure,	these	capabilities	allow	financial	institution	clients	and	merchants	to	identify	and address	fraud.

iii. New	platforms,	products	and	services.	Visa	continues	to	develop	new	platforms,	products	and	services	to	benefit	financial	institution	clients, merchants	and	consumers.

a. Visa	Checkout:	Visa	Checkout	is	a	fast,	simple	and	intuitive	payment	experience	that	allows	consumers	to	pay	for	goods	online,	on any	device,	in	just	a	few	clicks.	This	service	is	presently	available	to	eCommerce	merchants	and	financial	institutions	in	the	United States,	Canada	and	Australia.

b. Visa	payWave:	With	Visa	payWave	technology,	consumers	are	able	to	pay	for	products	and	services	via	smart	phone	and	by	using their	contactless	cards	at	physical	retailers.Visa	Direct:

c. Visa	Direct:	Visa	Direct	simplifies	the	way	people	send	and	receive	money	both	domestically	and	across	borders.	In	2014,	this service	had	a	rapid	growth	in	use,	particularly	in	emerging	markets	where	there	is	a	high	demand	for	person-to-person	payments. Visa	Direct	is	offered	through	financial	institutions,	and	takes	advantage	of	Visa's	global	network	of	14,000	financial	institutions	and 2.2	billion	accounts	to	facilitate	fast	and	secure	money	transfers.

•Regulation.	Rules	were	implemented	in	the	United	States	during	2011	and	2012	with	respect	to	debit	products	under	the	Dodd-Frank	Wall Street	Reform	and	Consumer	Protection	Act	(the	"Dodd-Frank	Act"),	which	regulates,	among	other	things,	debit	interchange	reimbursements rates,	the	availability	of	debit	networks,	financial	institutions'	and	merchants'	choices	among	these	networks,	and	transaction	routing.	As	a	result, we	have	significantly	modified	our	debit	strategy	and	continue	to	renegotiate	some	portions	of	our	contracts	with	our	financial	institution	clients. On	March	21,	2014,	the	Court	of	Appeals	for	the	D.C.	Circuit	reversed	a	district	court	ruling	invalidating	these	rules.	The	appeals	court	agreed with	the	Federal	Reserve,	except	for	a	single	issue	related	to	the	interchange	cost	calculation	which	was	referred	back	to	the	Federal	Reserve for	reconsideration.	On	August	18,	2014,	the	plaintiff	merchants	filed	a	petition	for	review	of	the	appeals	court's	decision	in	the	U.S.	Supreme Court,	seeking	review	of	a	portion	of	the	rules	pertaining	to	the	interchange	cost	calculation.	The	current	rules	remain	in	place	while	the	case	is ongoing.	See	Government	Regulation	below.

•Fiscal	2014	developments	in	Russia.	U.S.	and	EU	sanctions	targeting	Russia's	financial	sector	in	response	to	the	conflict	in	Ukraine	restrict	the ability	of	U.S.	based	companies,	including	payments	networks,	to	supply	services	to	certain	Russian	individuals	and	companies.	On	September 12,	the	United	States,	in	coordination	with	the	European	Union,	broadened	existing	sanctions	on	Russian	financial	institutions,	expanded sanctions	in	Russia's	energy	sector,	and	targeted	additional	energy	and	defense-related	entities.	In	the	financial	sector,	the	U.S.	government has	imposed	sectoral	sanctions	on	the	six	largest	Russian	state	banks.	These	sectoral	measures	restrict	the	maturity	period	for	new	debt issued	by	the	six	Russian	state	banks	to	30	days.	In	2014,	they	have	not	restricted	Visa's	ability	to	supply	electronic	payment	services	to Russian	banks.	However,	in	response	to	the	U.S.	and	EU	sanctions,	the	Russian	government	has	modified	its	National	Payments	Systems laws	that	will	in	essence	require	international	payments	networks	to	process	Russian	domestic	transactions	on	the	government-owned	payment system	in	2015.	See	Government	Regulation—Government-imposed	market	participation	influences	and	restrictions	 below.

•Interchange	multidistrict	litigation	settlement.	In	fiscal	2014,	we	obtained	final	court	approval	of	a	settlement	in	the	interchange	multidistrict litigation,	subject	to	any	appeals.	We	believe	that	this	settlement	supports	the	long-term	health	and	competitiveness	of	the	payments	industry	in the	United	States.	A	number	of	objectors	to	the	settlement,	however,	have	appealed	the	final	judgment,	and	a	number	of	opt-out	cases	have been	filed	by	merchants.	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	20—Legal	Matters	included	elsewhere	in	this report.

# Nature	of	Operations

Visa's	mission	is	to	accelerate	the	electronification	of	commerce.	We	operate	an	open-loop	payments	network,	VisaNet,	through	which	Visa connects	and	manages	the	exchange	of	information	and	value	between:	(i)	issuers	—	financial	institutions	that	issue	Visa-branded	cards	or	payment products	to	account	holders,	and	(ii)	acquirers	—	financial	institutions	that	contract	with	merchants	to	accept	Visa-branded	cards	or	payment	products.	We do	not	earn	revenues	from,	or	bear	credit	risk	with	respect	to,	interest	or	fees	paid	by	account	holders	on	Visa-branded	cards	or	payment	products.	The issuers	have	the	responsibility	for	issuing	cards	and	other	payment	products,	and	determining	the	interest	rates	and	fees	paid	by	the	account	holders.

Interchange	reimbursement	fees	represent	a	transfer	of	value	between	the	financial	institutions	participating	in	our	open-loop	payments	network.	On purchase	transactions,	interchange	reimbursement	fees	are	paid	by	the	acquirers	to	the	issuers.	We	generally	do	not	receive	any	revenue	related	to interchange	reimbursement	fees.	In	addition,	we	generally	do	not	earn	any	revenue	from	the	fees	that	merchants	are	charged	for	acceptance	by	the acquirers,	including	the	merchant	discount	rate.	The	acquirers	are	typically	responsible	for	soliciting	merchants,	and	establishing	and	earning	these	fees.

A	typical	Visa	transaction	begins	when	the	account	holder	presents	his	or	her	Visa-branded	card	or	payment	product	to	a	merchant	as	payment	for goods	or	services.	The	transaction	information	is	then	transmitted	electronically	to	the	acquirer	and	routed	through	VisaNet	to	the	issuer	for	authorization. Following	authorization,	a	clearing	file	containing	the	final	transaction	data	is	submitted	from	the	acquirer	and	processed	for	final	settlement	between	the issuer	and	acquirer.	The	following	diagram	illustrates	the	processing	steps	involved	in	a	typical	transaction	on	VisaNet.

Our	operating	revenues	are	comprised	principally	of	service	revenues,	data	processing	revenues	and	international	transaction	revenues,	and	are reduced	by	costs	incurred	under	client	incentive	arrangements.	The	Company	has	one	reportable	segment,	Payment	Services.

•Service	revenues.	Service	revenues	consist	of	revenues	earned	for	providing	financial	institution	clients	with	support	services	for	the	delivery	of Visa-branded	payment	products	and	solutions.	Service	revenues	are	primarily	generated	from	payments	volume	on	Visa-branded	cards	and payment	products	for	purchased	goods	and	services.

•Data	processing	revenues.	Data	processing	revenues	consist	of	revenues	earned	for	authorization,	clearing,	settlement,	network	access	and other	maintenance	and	support	services	that	facilitate	transaction	and	information	processing	among	our	clients	globally	and	with	Visa	Europe. Data	processing	revenues	are	primarily	generated	from	the	number	of	transactions	we	process.

•International	transaction	revenues.	International	transaction	revenues	consist	of	revenues	earned	for	cross-border	transaction	processing	and currency	conversion	activities.	Cross-border	transactions	arise	when	the	country	of	origin	of	the	issuer	is	different	from	that	of	the	merchant. International	transaction	revenues	are	primarily	generated	by	cross-border	payments	and	cash	volume.

•Client	incentives.	Client	incentives	consist	of	long-term	contracts	with	financial	institution	clients	and	other	business	partners	for	various programs	designed	to	build	payments	volume,	increase	Visa-branded	card

and	product	acceptance	and	win	merchant	routing	transactions	over	our	network.	These	incentives	are	primarily	accounted	for	as	reductions	to operating	revenues.

U.S.	dollar	settlements	with	our	financial	institution	clients	are	typically	settled	within	the	same	day	and	do	not	result	in	a	receivable	or	payable balance.	Settlement	currencies	other	than	the	U.S.	dollar	generally	remain	outstanding	for	one	to	two	business	days,	resulting	in	amounts	due	from	and	to financial	institution	clients.	These	amounts	are	presented	as	settlement	receivable	and	settlement	payable	on	our	consolidated	balance	sheets, respectively.

In	order	to	maintain	the	integrity	of	and	minimize	disruptions	to	our	payments	network,	we	indemnify	our	financial	institution	clients	for	settlement losses	suffered	due	to	the	failure	of	any	other	client	to	fund	its	settlement	obligations	in	accordance	with	our	operating	regulations.	The	settlement indemnification	applies	to	the	amount	of	Visa	payment	transactions	that	have	occurred,	but	have	not	yet	settled.	We	maintain	and	regularly	review	global settlement	risk	policies	and	procedures	to	manage	settlement	exposure,	which	may	require	clients	to	post	collateral	if	certain	credit	standards	are	not	met. Cash	equivalents	collateral	is	reflected	in	customer	collateral	on	our	consolidated	balance	sheets	as	it	is	held	in	escrow	in	our	name.	All	other	collateral	is excluded	from	the	consolidated	balance	sheets.	We	have	incurred	no	material	loss	related	to	settlement	risk	in	recent	years.

# Core	Products	and	Services

Visa	provides	a	wide	variety	of	payment	solutions	that	support	payment	products	that	issuers	can	offer	to	their	account	holders:	(i)	pay	now	with debit;	(ii)	pay	ahead	with	prepaid;	or	(iii)	pay	later	with	credit	products.	Visa	also	offers	a	growing	suite	of	innovative	digital,	eCommerce	and	mobile products	and	services.	These	services	facilitate	transactions	on	our	network	among	account	holders,	merchants,	financial	institutions	and	governments	in mature	and	emerging	markets	globally.

•Debit.	Our	debit	payment	solutions	support	issuers'	payment	products	that	draw	on	demand	deposit	accounts,	such	as	checking	accounts.

•Prepaid.	Our	prepaid	payment	solutions	support	issuers'	payment	products	that	access	a	pre-funded	amount,	allowing	account	holders	to	enjoy the	convenience	and	security	of	a	payment	card	in	lieu	of	cash	or	checks.

•Credit.	Our	credit	payment	solutions	support	issuers'	deferred	payment	and	customized	financing	products.

Our	core	processing	services	involve	the	routing	of	payment	information	and	related	data	to	facilitate	the	authorization,	clearing	and	settlement	of transactions	between	our	issuers	and	acquirers.	VisaNet	is	built	on	a	centralized	architecture,	enabling	us	to	view	and	analyze	each	authorization transaction	we	process	in	real	time	and	to	provide	value-added	services,	including	information	products,	such	as	risk	scoring	and	loyalty	applications, while	the	transaction	data	is	being	routed	through	our	network.

Visa's	processing	services	continue	to	expand	to	address	the	needs	of	all	participants	in	the	evolving	payments	ecosystem,	through	such	offerings	as our	merchant	gateway	and	Visa	Debit	Processing	Services	("DPS").	Merchant	gateway	services	provided	through	our	CyberSource	subsidiaries	enable gateway	routing	and	other	services	that	make	it	easier	for	eCommerce	merchants	to	accept,	process	and	reconcile	payments,	manage	fraud	and safeguard	payment	security	online.	DPS	provides	comprehensive	issuer	processing	services	for	participating	issuers	of	Visa	debit,	prepaid	and	ATM payment	products.	These	and	other	services	support	our	financial	institution	clients	and	their	use	of	our	products,	and	promote	the	growth	and	security	of our	payments	network.

# Processing	Infrastructure

VisaNet	consists	of	multiple	synchronized	processing	centers,	including	two	data	centers	in	the	United	States,	which	are	linked	by	a	global telecommunications	network	and	are	engineered	for	redundancy.	In	addition,	in	accordance	with	the	terms	of	the	Framework	Agreement	among	Visa	Inc., Visa	Europe	Limited	and	others,	Visa	Europe's	processing	centers	in	the	United	Kingdom	must	maintain	interoperability	with	Visa's	synchronized	system. Intelligent	access	points	around	the	world	complete	the	VisaNet	global	processing	infrastructure	and	enable	merchants	and	financial	institutions	worldwide to	access	our	core	processing	and	value-added	services.

Visa	also	owns	and	manages	additional	data	centers	in	the	United	States	and	internationally,	including	those	we	added	with	our	acquisitions	of CyberSource	and	PlaySpan.	These	facilities	enable	transaction	services	and	provide	uninterrupted	connectivity	for	account	holders,	our	financial institution	clients	and	our	processing	partners.

# Intellectual	Property

Our	portfolio	of	trademarks,	in	particular	our	family	of	Visa	marks,	our	Plus	mark	and	our	Dove	design	mark,	are	important	to	our	business.	Through agreements	with	our	financial	institution	clients,	we	authorize	the	use	of	our	trademarks	in	connection	with	their	participation	in	our	payments	network.	We own	a	number	of	patents	and	patent	applications	relating	to	payment	solutions,	transaction	processing,	security	systems	and	other	matters.	We	rely	on	a combination	of	patent,	trademark,	copyright	and	trade	secret	laws	in	the	United	States	and	other	jurisdictions,	as	well	as	confidentiality	procedures	and contractual	provisions,	to	protect	our	proprietary	technology.

# Seasonality

We	generally	do	not	experience	any	pronounced	seasonality	in	our	business.	No	individual	quarter	of	fiscal	2014	or	fiscal	2013	accounted	for	more than	30%	of	our	operating	revenues	in	those	years.

# Working	Capital

Payments	settlement	due	from	and	to	our	financial	institution	clients	can	represent	a	substantial	daily	working	capital	requirement.	U.S.	dollar settlements	are	typically	settled	within	the	same	day	and	do	not	result	in	a	receivable	or	payable	balance,	while	settlement	currencies	other	than	the	U.S. dollar	generally	remain	outstanding	for	one	to	two	business	days,	which	is	consistent	with	industry	practice	for	such	transactions.

# Concentration	of	Business	and	Financial	Information	About	Geographic	Areas

For	more	information	on	the	concentration	of	our	operating	revenues	and	other	financial	information,	see Item	8—Financial	Statements	and Supplementary	Data—Note	13—Enterprise-wide	Disclosures	and	Concentration	of	Business 	included	elsewhere	in	this	report.

# Competition

We	compete	in	the	global	payment	marketplace	against	all	forms	of	payment.	These	include:

•paper-based	payments,	principally	cash	and	checks;

•card-based	payments,	including	credit,	charge,	debit,	ATM,	prepaid	and	private-label	products;

•eCommerce	and	mobile	payments;	and

•other	electronic	payments,	including	wire	transfers,	electronic	benefits	transfers,	automated	clearing	house	("ACH"),	and	electronic	data interchange.

Based	on	payments	volume,	total	volume	and	number	of	transactions,	Visa	is	the	largest	retail	electronic	payments	network	widely	used	throughout the	world.	The	following	chart	compares	our	network	with	those	of	our	major	general	purpose	payments	network	competitors	for	calendar	year	2013:

| Company(1) | Payments<br>Volume | Total<br>Volume | Total<br>Transactions | Cards |
| :--- | :--- | :--- | :--- | :--- |
|  | (billions) | (billions) | (billions) | (millions) |
| Visa\tInc.(2) | $4,383 | $6,970 | 89.7 | 2,219 |
| MasterCard(3) | $2,991 | $4,103 | 52.7 | 1,281 |
| American\tExpress(3) | $940 | $952 | 6.4 | 107 |
| Discover(3) | $127 | $136 | 2.2 | 64 |
| JCB(3) | $176 | $182 | 1.9 | 83 |
| Diners\tClub(3) | $26 | $27 | 0.2 | 6 |

(1)	 UnionPay,	which	operates	primarily	within	the	Chinese	domestic	market,	is	not	included	in	this	table	because	Visa	is	not	allowed	to	compete	in	that	market	under local	law.	Although	we	are	uncertain	how	UnionPay	reports	certain	volumes,	reportedly	its	numbers	could	approach	or	exceed	some	of	those	listed	in	this	chart. (2)	 The	data	presented	are	provided	by	our	financial	institution	clients.	Previously	submitted	information	may	be	updated	and	all	data	are	subject	to	review	by	Visa. Visa	Europe	data	are	not	included.

(3)	 MasterCard,	American	Express,	JCB,	and	Diners	Club	data	sourced	from	The	Nilson	Report	issue	1037	(March	2014)	and	Discover	data	sourced	from	The	Nilson Report	issue	1034	(February	2014).	Includes	all	consumer	and	commercial	credit,	debit	and	prepaid	cards.	Some	figures	are	estimates	and	currency	figures	are	in U.S.	dollars.	MasterCard	excludes	Maestro	and	Cirrus	figures.	American	Express	includes	figures	for	third-party	issuers.	Discover	figures	consist	of	U.S.	data	only and	include	third-party	issuers.	JCB	figures	include	third-party	issuers	and	other	payment-related	products.	Certain	general	purpose	payments	network	competitors are	more	concentrated	in	specific	geographic	regions,	such	as	JCB	in	Japan	and	Discover	in	the	United	States.	Our	competitors	also	have	leading	positions	in certain	countries.	For	example,	UnionPay	remains	the	sole	processor	of	domestic	transactions	and	operates	the	sole	domestic	acceptance	mark	in	China.

In	the	global	debit	network	market	segment,	our	Interlink	and	Visa	Electron	brands	compete	with	Maestro,	owned	by	MasterCard,	and	various regional	and	country-specific	debit	network	brands,	including	STAR,	NYCE	and	PULSE	in	the	United	States,	EFTPOS	in	Australia,	NETS	in	Singapore and	Interac	in	Canada.	In	addition	to	our	PLUS	brand,	the	primary	cash	access	card	brands	are	Cirrus,	owned	by	MasterCard,	and	many	of	the	debit network	brands	referenced	above.	In	many	countries,	local	debit	brands	provide	the	primary	network,	and	our	brands	are	used	primarily	to	enable	cross- border	transactions,	which	typically	constitute	a	small	portion	of	our	overall	transaction	volume.

The	global	payments	industry	continues	to	undergo	dynamic	change.	We	may	face	increasing	competition	from	emerging	players	in	the	payment space,	many	of	which	are	non-financial	institution	networks	that	have	departed	from	the	more	traditional	business	model.	The	emergence	of	these potentially	competitive	networks	has	primarily	been	via	the	online	channel	with	a	focus	on	eCommerce	and/or	mobile	technologies.	PayPal	and	Alipay	are examples.	These	providers	compete	with	us	directly	in	some	cases,	yet	may	also	be	significant	partners	and	customers	of	ours.

We	also	face	increasingly	intense	competitive	pressure	on	the	prices	we	charge	our	financial	institution	clients.	We	believe	our	fundamental	value proposition	of	convenience,	interoperability,	accessibility	and	security	offers	us	a	key	competitive	advantage.	We	succeed	in	part	because	we	understand the	needs	of	the	individual	markets	in	which	we	operate.	We	do	so	by	partnering	with	local	financial	institutions,	merchants,	governments,	non- governmental	organizations	and	business	organizations	to	provide	tailored	solutions	to	meet	their	varied	needs.	We	believe	Visa	is	well-positioned competitively,	due	to	our	global	brand,	our	broad	set	of	Visa-branded	payment	products	and	our	proven	track	record	of	processing	payment	transactions securely	and	reliably	through	VisaNet.

# Employees

At	September	30,	2014,	we	employed	approximately	9,500	persons	worldwide.	We	consider	our	relationships	with	our	employees	to	be	good.

# Government	Regulation

Interchange	reimbursement	fees.	We	have	historically	set	default	debit	interchange	reimbursement	rates	in	the	United	States	and	many	other geographies.	During	fiscal	2012,	the	Federal	Reserve	implemented	new	rules	under	the	Dodd-Frank	Act,	setting	a	cap	on	the	maximum	U.S.	debit interchange	reimbursement	fee	assessed	for	debit	products	issued	by	large	financial	institutions.	These	rules	continue	to	have	an	adverse	impact	on	our pricing,	reduce	the	number	and	volume	of	U.S.	debit	transactions	we	process	and	decrease	our	associated	revenues.	As	a	result,	we	have	significantly modified	our	debit	strategy	and	continue	to	renegotiate	some	portions	of	our	contracts	with	our	financial	institution	clients.	In	July	2013,	a	federal	court invalidated	the	newly	implemented	rules,	finding	that	the	Federal	Reserve	improperly	considered	certain	costs	in	setting	a	cap	on	the	maximum	debit interchange	reimbursement	rate	and	that	issuers	must	make	at	least	two	unaffiliated	networks	available	for	processing	each	electronic	debit	transaction, regardless	of	authorization	method.	On	March	21,	2014,	the	Court	of	Appeals	for	the	D.C.	Circuit	reversed	the	district	court's	ruling	and	agreed	with	the Federal	Reserve,	except	for	a	single	issue	related	to	the	interchange	cost	calculation	which	was	referred	back	to	the	Federal	Reserve	for	reconsideration. On	August	18,	2014,	the	plaintiff	merchants	filed	a	petition	for	review	of	the	appeals	court's	decision	in	the	U.S.	Supreme	Court,	seeking	review	of	a portion	of	the	rules	pertaining	to	the	interchange	cost	calculation.	The	current	rules	remain	in	place	while	the	case	is	ongoing.	See	Item	1A—Risk Factors—The	Dodd-Frank	Act	may	continue	to	have	a	material,	adverse	impact	on	our	financial	condition,	revenues,	results	of	operations,	prospects	for future	growth	and	overall	business	and	Item	7—Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations —Overview included	elsewhere	in	this	report.

Certain	jurisdictions	outside	the	United	States	also	regulate	debit	and	credit	interchange	reimbursement	rates	in	their	regions.	For	example,	the Reserve	Bank	of	Australia	regulates	interchange	reimbursement	rates.	In	some	jurisdictions,	such	as	India,	the	governing	authorities	have	begun	to regulate	other	rates	or	practices	such	as	the

merchant	discount	rate.	See	Item	1A—Risk	Factors—Additional	regulation	of	interchange	reimbursement	rates	may	have	a	material,	adverse	impact	on our	financial	condition,	revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business	and	Item	8—Financial	Statements	and Supplementary	Data—Note	20—Legal	Matters	included	elsewhere	in	this	report.

Network	exclusivity	and	routing.	We	have	historically	had	agreements	under	which	issuers	received	incentives	if	they	agreed	to	issue	Visa-branded cards	or	payment	products	that	are	processed	through	VisaNet.	Historically,	issuers	of	some	debit	products	outside	the	United	States	have	chosen	to include	only	our	network.	These	various	practices	are	referred	to	as	network	exclusivity.	The	Dodd-Frank	Act	limits	the	issuers'	and	our	ability	to	impose rules	for,	or	choose	various	forms	of,	network	exclusivity	and	preferred	routing	in	the	U.S.	debit	network	market	segment.	Other	jurisdictions	have	enacted similar	limitations.	See	Item	1A—Risk	Factors—The	Dodd-Frank	Act	may	continue	to	have	a	material,	adverse	impact	on	our	financial	condition, revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business	included	elsewhere	in	this	report.

U.S.	Consumer	Financial	Protection	Bureau.	The	Dodd-Frank	Act	created	an	independent	Consumer	Financial	Protection	Bureau	("CFPB")	with responsibility	for	most	federal	consumer	protection	laws	in	the	area	of	financial	services	and	new	authority	with	respect	to	consumer	protection	issues, including	those	pertaining	to	us	to	some	extent.	The	CFPB's	future	actions	may	make	payment	card	or	product	transactions	generally	less	attractive	to issuers,	acquirers,	consumers	and	merchants.

No-surcharge	rules.	We	have	historically	implemented	rules	that	prohibit	merchants	from	charging	higher	prices	to	consumers	who	pay	using	their Visa-branded	card	or	payment	product	instead	of	other	means.	As	part	of	the	settlement	reached	in	the	interchange	multidistrict	litigation,	however,	Visa has	agreed	to	modify	our	rules	to	permit	surcharging	on	credit	transactions	under	certain	circumstances.	See	Item	8—Financial	Statements	and Supplementary	Data—Note	20—Legal	Matters	included	elsewhere	in	this	report.	Ten	U.S.	states	as	well	as	certain	jurisdictions	outside	the	United	States have	taken	steps	to	prohibit	surcharging.	In	October	2013,	a	federal	court	granted	declaratory	relief	and	issued	an	order	permanently	enjoining	the enforcement	of	New	York's	no-surcharge	law,	N.Y.	Gen.	Bus.	Law	section	518,	in	a	case	brought	by	five	retailers	challenging	the	constitutionality	of	that law.

Data	protection	and	information	security.	In	accordance	with	governing	law,	we	devote	substantial	resources	to	maintain	and	continually	refine	our information	security	program	in	order	to	safeguard	account	holder	information	and	under	certain	circumstances,	to	provide	account	holder	notification	in the	event	of	a	security	breach.	In	addition,	the	U.S.	Federal	Financial	Institutions	Examination	Council	periodically	reviews	aspects	of	our	operations	in	the United	States	to	examine	our	compliance	with	data	integrity,	security	and	operational	requirements	and	standards,	as	well	as	other	requirements applicable	to	us	because	of	our	role	as	a	service	provider	to	financial	institutions.

Anti-money	laundering,	anti-terrorism	and	sanctioned	countries.	We	are	subject	to	anti-money	laundering	laws	and	regulations,	including	the	U.S. Bank	Secrecy	Act,	as	amended,	including	the	USA	PATRIOT	Act	of	2001.	In	addition,	we	are	also	subject	to	the	economic	and	trade	sanctions	programs administered	by	the	U.S.	Department	of	the	Treasury,	Office	of	Foreign	Assets	Controls	("OFAC")	that	prohibit	or	restrict	dealings	with	certain	countries, their	governments	and,	in	certain	circumstances,	their	nationals,	as	well	as	with	specifically-designated	individuals	and	entities	such	as	narcotics traffickers,	terrorists	and	terrorist	organizations.	We	have	policies,	procedures,	systems	and	controls	designed	to	identify	and	address	potentially impermissible	transactions.

Government-imposed	market	participation	influences	and	restrictions.	Our	market	reach	remains	limited	by	certain	governments'	influence	on	their domestic	payments	competition	and/or	their	protection	of	domestic	issuers	or	payments	network	processors.	Regulators	in	an	increasing	number	of countries	around	the	world	have	received	statutory	authority	to	regulate	certain	aspects	of	the	payments	systems	in	these	countries.	For	instance,	in response	to	the	U.S.	and	EU	sanctions,	the	Russian	government	has	modified	their	National	Payments	Systems	laws	to	require,	among	other	things:	(i) on-shore	processing	for	transactions	between	Russian	cardholders	and	merchants;	(ii)	a	material	guarantee	deposit	and	significant	fines	for	domestic transactions	not	processed	by	a	nationally	significant	payment	system;	and	(iii)	the	creation	of	a	new	domestic	payment	processor.	As	a	result, international	payment	brands	are	mandated	to	process	Russian	domestic	transactions	on	the	government-owned	payment	system.

Regulation	of	Internet,	mobile	payment	and	other	types	of	transactions. 	Many	jurisdictions	have	adopted	or	are	considering	regulations	that	require payments	system	participants,	including	our	financial	institution	clients	and	us,	to	monitor,	identify,	filter,	restrict	or	take	other	specific	actions	with	regard	to certain	types	of	payment	transactions.	For	example,	U.S.	federal	legislation	has	been	enacted	that	requires	payment	system	operators	to	implement	a system	that	allows	issuers	to	identify	Internet	gambling	transactions	so	they	have	the	option	to	decline	such

transaction	requests.	State	governments	have	been	interested	in	the	potential	blocking	of	Internet	interstate	sales	of	cigarettes	and	alcohol,	or	the collection	of	state	and	local	sales	taxes	on	such	Internet	purchases.	Implementing	such	systems	increases	costs	for	our	financial	institution	clients	and	us, and	may	reduce	merchant	acceptance	of	Visa-branded	cards	and	payment	products	for	these	purchases.

The	U.S.	Congress	continues	to	consider	regulatory	initiatives	in	the	areas	of	Internet	prescription	drug	purchases,	copyright	and	trademark infringement	and	privacy,	among	others,	that	could	impose	additional	compliance	burdens	on	our	financial	institution	clients	and	us.	Some	U.S.	states	are considering	a	variety	of	similar	legislation.	Various	regulatory	agencies	also	continue	to	examine	a	wide	variety	of	issues,	including	mobile	payment transactions,	money	transfer,	identity	theft,	account	management	guidelines,	privacy,	disclosure	rules,	security	and	marketing	that	could	affect	our financial	institution	clients	directly.	These	new	requirements	and	developments	may	affect	our	financial	institution	clients'	ability	to	offer	existing	products and	services,	extend	credit	via	payment	cards	and	products,	and	offer	new	types	of	payment	programs,	which	could	decrease	our	transaction	volumes and	revenues.

# Available	Information

We	are	subject	to	the	reporting	requirements	of	the	Securities	Exchange	Act	of	1934,	as	amended	(the	"Exchange	Act")	and	its	rules	and	regulations. The	Exchange	Act	requires	us	to	file	periodic	reports,	proxy	statements	and	other	information	with	the	U.S.	Securities	and	Exchange	Commission	(the "SEC").	Copies	of	these	reports,	proxy	statements	and	other	information	can	be	viewed	at	http://www.sec.gov	or	at	the	SEC	Public	Reference	Room	at 100	F	Street,	NE,	Washington,	D.C.	20549.	Information	on	the	operation	of	the	Public	Reference	Room	may	be	obtained	by	calling	the	SEC	at	1-800- SEC-0330.

Our	corporate	website	is	accessible	at	 http://corporate.visa.com.	We	make	available,	free	of	charge,	on	our	investor	relations	website	at http://investor.visa.com	our	annual	reports	on	Form	10-K,	our	quarterly	reports	on	Form	10-Q,	our	current	reports	on	Form	8-K	and	any	amendments	to those	reports	as	soon	as	reasonably	practicable	after	they	are	electronically	filed	with,	or	furnished	to,	the	SEC.	We	also	may	include	supplemental financial	information	on	our	investor	relations	website	at	http://investor.visa.com	and	may	use	this	website	as	a	means	of	disclosing	material,	non-public information	and	for	complying	with	our	disclosure	obligations	under	Regulation	FD.	Accordingly,	investors	should	monitor	such	portions	of	our	investor relations	website,	in	addition	to	following	SEC	filings	and	publicly	available	conference	calls.	The	information	contained	on	our	corporate	website,	including the	information	contained	on	our	investor	relations	website,	is	not	incorporated	by	reference	into	this	report	or	any	other	report	filed	with,	or	furnished	to, the	SEC.

# ITEM	1A.	Risk	Factors

# Regulatory	Risks

# Additional	regulation	of	interchange	reimbursement	rates	may	have	a	material,	adverse	impact	on	our	financial	condition,	revenues,	results	of operations,	prospects	for	future	growth	and	overall	business.

We	generally	do	not	receive	any	revenue	related	to	interchange	reimbursement	fees	in	a	purchase	transaction	as	those	fees	are	paid	by	the acquirers	to	the	issuers.	They	are,	however,	a	factor	on	which	we	compete	with	other	payments	providers	and	are	therefore	an	important	determinant	of the	volume	of	transactions	we	process.	Consequently,	changes	to	these	fees	can	substantially	affect	our	revenues	and	overall	payments	volume.

We	have	historically	set	default	debit	interchange	reimbursement	rates	in	the	United	States	and	many	other	geographies.	In	the	United	States,	the Dodd-Frank	Act	has	limited	our	ability	to	establish	default	debit	interchange	reimbursement	rates.	See	—The	Dodd-Frank	Act	may	continue	to	have	a material,	adverse	impact	on	our	financial	condition,	revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business.	Interchange reimbursement	rates	have	also	become	subject	to	continued	or	increased	government	regulation	elsewhere,	and	regulatory	authorities	and	central	banks in	a	number	of	jurisdictions	have	reviewed	or	are	reviewing	these	rates.	In	certain	jurisdictions,	interchange	reimbursement	rates,	our	operating	regulations and	related	practices,	are	subject	to	continuing	or	increased	government	regulation.	These	jurisdictions	include,	for	example,	Australia,	Canada,	Brazil, Europe,	India,	Mexico,	Malaysia,	Russia	and	South	Africa.

When	we	cannot	set	default	interchange	reimbursement	rates	at	optimal	levels,	issuers	and	acquirers	may	find	our	payments	system	less	attractive. It	may	increase	the	attractiveness	of	other	payments	systems	like	competitors'	closed-loop	payments	systems	with	direct	connections	to	both	merchants and	consumers.	In	addition,	as	a	result	of	such	regulations,	we	believe	some	issuers	are	charging	new	or	higher	fees	to	consumers.	In	certain	instances,

some	acquirers	elect	to	charge	higher	discount	rates	to	merchants,	regardless	of	the	level	of	Visa	interchange	reimbursement	rate,	leading	merchants	not to	accept	Visa-branded	cards	or	payment	products	or	to	steer	account	holders	to	alternate	payment	systems	or	forms	of	payment.	In	addition,	some issuers	and	acquirers	have	obtained,	and	may	continue	to	obtain,	incentives	from	us	and	reductions	in	the	rates	that	we	charge	in	an	effort	to	reduce	the expense	of	their	card	programs.	For	these	reasons,	additional	regulation	of	interchange	reimbursement	rates	may	make	Visa-branded	cards	and	payment products	less	desirable,	reduce	our	overall	transaction	volumes,	and	have	a	material,	adverse	impact	on	our	financial	condition,	revenues,	results	of operations,	prospects	for	future	growth	and	overall	business.

# Additional	regulations	that	prohibit	us	from	contracting	with	clients	or	requiring	them	to	use	only	our	network,	or	that	deny	them	the	option	of selecting	only	our	network,	may	decrease	the	number	of	transactions	we	process,	and	materially	and	adversely	affect	our	financial	condition, revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business.

In	order	to	provide	account	holders	a	consistent	experience	and	transparency	into	VisaNet,	we	promote	certain	practices	to	ensure	that	Visa-branded cards	are	processed	over	our	network.	We	have	historically	had	agreements	with	some	issuers	under	which	they	agree	to	issue	certain	payment	cards that	use	only	the	Visa	network	or	receive	incentives	if	they	do	so.	In	addition,	certain	issuers	of	some	products	have	historically	chosen	to	include	only	our network.	We	refer	to	these	various	practices	as	network	exclusivity.

In	addition,	certain	network	or	issuer	rules	or	practices	may	be	viewed	as	limiting	the	routing	options	of	merchants	when	multiple	debit	networks	co- reside	on	Visa	debit	cards.	For	example,	Visa's	operating	regulations	require	that	all	authorization,	clearance	and	settlement	of	international	transactions must	be	done	through	VisaNet.	These	are	commonly	referred	to	as	routing	rules.

The	Dodd-Frank	Act	already	limits	our	and	issuers'	ability	to	adopt	network	exclusivity	and	preferred	routing	in	the	debit	area.	See —The	Dodd-Frank Act	may	continue	to	have	a	material,	adverse	impact	on	our	financial	condition,	revenues,	results	of	operations,	prospects	for	future	growth	and	overall business.	Additional	regulations	like	the	Dodd-Frank	Act	in	the	United	States	and	elsewhere	could	materially	decrease	the	number	of	transactions	we process.	In	order	to	retain	that	transaction	volume,	we	may	reduce	the	fees	we	charge	to	issuers	or	acquirers	or	increase	the	payments	and	other incentives	we	provide	to	issuers,	acquirers	or	merchants.	Any	of	these	outcomes	could	have	a	material,	adverse	effect	on	our	financial	condition, revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business.

# The	Dodd-Frank	Act	may	continue	to	have	a	material,	adverse	impact	on	our	financial	condition,	revenues,	results	of	operations,	prospects	for future	growth	and	overall	business.

As	of	October	1,	2011,	in	accordance	with	the	Dodd-Frank	Act,	the	Federal	Reserve	capped	the	maximum	U.S.	debit	interchange	reimbursement rate	charged	by	large	financial	institutions	at	twenty-one	cents	plus	five	basis	points,	before	applying	an	interim	fraud	adjustment	up	to	an	additional	one cent.	This	amounted	to	a	significant	reduction	from	the	average	system-wide	fees	charged	previously.	The	Federal	Reserve	also	issued	regulations requiring	issuers	to	make	at	least	two	unaffiliated	networks	available	for	processing	debit	transactions	on	each	debit	card.	The	rules	also	prohibit	us	and issuers	from	restricting	a	merchant's	ability	to	direct	the	routing	of	electronic	debit	transactions	over	any	of	the	networks	that	an	issuer	has	enabled	to process	those	transactions.

On	March	21,	2014,	the	Court	of	Appeals	for	the	D.C.	Circuit	reversed	a	district	court	ruling	invalidating	these	rules	and	agreed	with	the	Federal Reserve,	except	for	a	single	issue	related	to	the	interchange	cost	calculation	which	was	referred	back	to	the	Federal	Reserve	for	reconsideration.	On August	18,	2014,	the	plaintiff	merchants	filed	a	petition	for	review	of	the	appeals	court's	decision	in	the	U.S.	Supreme	Court,	seeking	review	of	a	portion	of the	rules	pertaining	to	the	interchange	cost	calculation.	The	rules,	described	above,	remain	in	place	while	the	case	is	ongoing.	These	regulations	have adversely	affected	our	U.S.	debit	business	and	associated	revenues	by	creating	negative	pressure	on	our	pricing,	reduced	the	volume	and	number	of	U.S. debit	payments	we	process,	and	diminished	associated	revenues.	Although	we	believe	we	have	absorbed	the	principal	impact	of	the	regulations	as issued	in	October	2011,	our	business	could	continue	to	be	affected,	including	if	the	Federal	Reserve	issues	new	regulations.

These	pressures	have	arisen	through	various	channels.	Other	debit	networks	may	become	more	aggressive	in	offering	merchant	cost	reductions	to win	routing	preference,	which	in	turn	puts	more	pressure	on	the	business	terms	offered	by	Visa.	A	number	of	our	clients	obtained	fee	reductions	or increased	incentives	from	us	to	offset	their	own	lost	revenue.	Some	clients	elected	to	issue	fewer	cards	enabled	with	Visa-affiliated	networks	or	reduced the	number	of	debit	cards	they	issued	and	investments	they	made	in	marketing	and	rewards	programs,	while	others

imposed	new	or	higher	fees	on	debit	cards	or	demand	deposit	account	relationships.	Many	merchants	have	used	the	routing	regulations	to	redirect transactions	or	steer	account	holders	to	other	debit	networks	based	on	lower	cost	or	other	factors.	Other	clients	and	merchants	are	likely	to	take	similar actions	in	the	future.

The	Dodd-Frank	Act	created	an	independent	Consumer	Financial	Protection	Bureau,	with	responsibility	for	most	federal	consumer	protection	laws	in the	area	of	financial	services	and	new	authority	with	respect	to	consumer	protection	issues,	including	those	pertaining	to	us	to	some	extent.	These	actions may	make	payment	card	transactions	less	attractive	to	issuers,	consumers	and	merchants	by	further	regulating	disclosures,	payment	card	practices,	fees, routing	and	other	matters	with	respect	to	credit,	debit	and	prepaid	cards.

Some	elements	of	the	Dodd-Frank	Act	lack	definition	and	create	the	potential	for	networks	to	pursue	different	strategies	subject	to	their	interpretation of	the	rules.	Our	interpretation	may	result	in	a	pursuit	of	strategies	that	may	be	less	effective	than	those	of	our	competitors.	Overall,	the	regulations	and developments	arising	from	the	Dodd-Frank	Act	could	have	a	material,	adverse	effect	on	our	financial	condition,	revenues,	results	of	operations,	prospects for	future	growth	and	overall	business.

# New	laws	or	regulations	in	one	jurisdiction	or	of	one	product	offering	may	lead	to	new	laws	or	regulations	in	other	jurisdictions	or	of	other product	offerings.

Regulators	around	the	world	increasingly	note	each	other's	approaches	to	the	regulation	of	the	payments	industry.	Consequently,	a	development	in one	country,	state	or	region	may	influence	regulatory	approaches	in	another.	The	Dodd-Frank	Act	and	the	European	Union	Commission's	draft interchange	regulation	are	developments	with	such	potential.	See	Note	20—Legal	Matters	to	our	consolidated	financial	statements	included	in Item	8	of this	report.	Similarly,	new	laws	and	regulations	involving	one	product	offering	may	cause	lawmakers	there	to	extend	the	regulations	to	other	product offerings.	For	example,	regulations	affecting	debit	payments	could	eventually	spread	to	credit	payments.

The	risks	created	by	a	new	law	or	regulation	have	the	potential	to	be	replicated	and	to	negatively	affect	our	business	in	another	region	or	in	other product	offerings.	As	a	result,	we	may	face	differing	rules	and	regulations	in	matters	like	interchange	reimbursement	rates,	network	exclusivity,	preferred routing,	dynamic	currency	conversion,	point	of	sale	transaction	rules	and	practices,	and	operating	regulations	that	may	differ	from	country	to	country	or	by product	offering.

If	widely	varying	regulations	come	into	existence	worldwide,	we	may	have	difficulty	rapidly	adjusting	our	product	offerings,	services	and	fees,	and other	important	aspects	of	our	business	in	the	various	regions.	In	addition,	adverse	developments,	regulations	and	litigation	with	respect	to	our	industry	or another	industry	may	also,	by	association,	negatively	impact	our	reputation,	or	result	in	greater	regulatory	or	legislative	scrutiny	or	litigation	against	us.	Any of	these	factors	could	materially	and	adversely	affect	our	business,	financial	condition	and	results	of	operations.

# Government	actions	may	prevent	us	from	competing	effectively	against	providers	of	domestic	payments	services	in	certain	countries,	which may	materially	and	adversely	affect	our	ability	to	maintain	or	increase	our	revenues	and	extend	our	global	brands.

Governments	in	some	countries	provide	resources	to	or	protection	for	their	domestic	payment	card	networks,	brands	and	processors.	These governments	may	impose	regulatory	requirements	that	favor	domestic	providers	or	that	mandate	domestic	payments	processing	be	done	entirely	in	that country.	In	China,	for	example,	UnionPay	continues	to	enjoy	advantages	over	international	networks,	remains	the	sole	processor	of	domestic	transactions and	operates	the	sole	domestic	acceptance	mark.	In	light	of	the	U.S.	and	EU	sanctions	targeting	Russia's	financial	sector,	the	Russian	government	has modified	its	National	Payments	Systems	laws	that	require,	among	other	things,	the	creation	of	a	national	payment	system	and	local	storage	of	certain transaction	data.	As	a	result,	international	payment	brands	could	be	mandated	to	process	Russian	domestic	transactions	on	the	government-owned payment	system.	Additional	laws	or	mandates	may	be	put	into	place	without	sufficient	notice	which	may	increase	our	costs	and	decrease	the	number	of Visa-branded	cards	issued	or	processed	in	Russia.	These	actions	could	impede	us	from	utilizing	our	global	processing	capabilities	for	our	financial institution	clients	in	those	countries	and	substantially	restrict	our	activities	there.	These	actions	could	also	force	us	to	leave	countries	where	we	presently have	activity	and	keep	us	from	entering	new	markets.	Although	we	are	trying	to	effect	change	in	these	countries,	we	may	not	succeed.	This	could adversely	affect	our	ability	to	maintain	or	increase	our	revenues	and	extend	our	global	brands.

# Regulation	in	the	areas	of	consumer	privacy	and	data	use	and	security	could	decrease	the	number	of	Visa-branded	cards	issued,	our payments	volume	and	our	revenues.

Privacy,	data	use	and	security	continue	to	receive	heightened	legislative	and	regulatory	focus	in	the	United	States	and	elsewhere.	For	example,	in many	jurisdictions	consumers	must	be	notified	in	the	event	of	a	data	breach	and	those	jurisdictions	who	have	these	laws	are	continuing	to	increase	the circumstances	and	the	breadth	of	these	notices.	Our	failure	or	the	failure	of	our	clients	to	comply	with	these	laws	and	regulations	could	result	in	fines, sanctions,	litigation	and	damage	to	our	global	reputation	and	our	brands.	These	measures	may	increase	Visa's	and	our	clients'	costs,	decrease	the number	of	Visa-branded	cards	our	clients	issue,	and	decrease	our	payments	volume	and	revenue.

Evolving	and	increased	global	regulatory	focus	on	the	payments	industry	may	result	in	costly	new	compliance	burdens	on	our	clients	and	on us,	leading	to	increased	costs,	decreased	payments	volume	and	a	material,	adverse	impact	on	our	financial	condition,	revenues,	results	of operations,	prospects	for	further	growth	and	overall	business.

Regulation	of	the	payments	industry	has	evolved	and	increased	significantly.	Examples	include:

•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	around	the	globe	are	subject	to	similar	requirements	under	privacy	laws	and	bank regulatory	regimes.	In	addition,	many	U.S.	states	have	enacted	legislation	requiring	consumer	notification	in	the	event	of	a	security	breach.

•Regulatory	compliance.	We	are	subject	to	anti-money	laundering	laws	and	regulations,	including	the	U.S.	Bank	Secrecy	Act,	as	amended, including	the	USA	PATRIOT	Act	of	2001.	In	addition,	we	are	also	subject	to	the	economic	and	trade	sanctions	programs	administered	by	OFAC that	prohibit	or	restrict	dealings	with	certain	countries,	their	governments	and,	in	certain	circumstances,	their	nationals,	as	well	as	with specifically-designated	individuals	and	entities	such	as	narcotics	traffickers,	terrorists	and	terrorist	organizations.	An	increase	in	the	number	of OFAC	sanctions,	such	as	those	issued	in	connection	with	the	Russia-Ukraine	conflict,	may	affect	the	issuance,	acceptance,	reputation,	and revenues	of	Visa-branded	cards.	In	addition,	some	of	our	clients	located	outside	of	the	United	States	may	not	be	subject	to	these	same	laws, regulations	and	sanctions,	and,	as	a	result,	may	initiate	transactions	that,	while	permissible	in	their	countries,	are	not	permissible	in	the	United States.	We	have	policies,	procedures,	systems	and	controls	designed	to	identify	and	address	potentially	impermissible	transactions.	Regulation of	the	price	of	credit.	Many	jurisdictions	in	which	Visa-branded	cards	are	used	have	regulations	that	could	increase	the	costs	of	card	issuance or	decrease	the	flexibility	of	issuers	to	charge	market-based	interest	rates	and	fees	on	credit	card	accounts.	These	include	the	Credit	CARD	Act of	2009	in	the	United	States	and	other	proposed	regulations	under	it,	and	proposed	changes	to	regulations	under	the	Truth	in	Lending	Act	of 1968.

•Increased	CFPB	scrutiny.	The	Consumer	Financial	Protection	Bureau	(the	"CFPB")	has	primary	oversight	and	rule-writing	authority	over consumer	financial	products	in	the	United	States,	including	the	regulations	that	apply	to	credit,	debit,	and	prepaid	cards.	Regulatory	changes that	impose	new	requirements	on	or	restrict	the	terms	under	which	financial	products	can	be	offered	could	increase	our	clients'	costs	and decrease	the	number	of	Visa-branded	payment	cards	our	clients	issue.	The	CFPB	also	has	supervisory	and	independent	examination	authority as	well	as	enforcement	authority	over	certain	financial	institutions,	their	service	providers,	and	other	entities,	which	could	include	us	due	to	our processing	of	credit,	debit,	and	prepaid	transactions.

•Increased	central	bank	oversight.	Several	central	banks	around	the	world	have	increased,	or	are	seeking	to	increase,	their	formal	oversight	of the	electronic	payments	industry,	in	some	cases	considering	designating	them	as	"systemically	important	payment	systems"	or	"critical infrastructure."	Any	such	oversight	may	lead	to	additional	regulations	by	central	banks	and	other	government	regulators.	These	could	include new	settlement	procedures,	cyber	security	requirements	or	other	operational	rules	to	address	credit	and	operational	risks.	They	could	also include	new	criteria	for	financial	institution	client	participation	and	merchant	access	to	our	payments	system.

•Safety	and	soundness	regulation.	Recent	banking	regulations	enacted	in	the	United	States	and	elsewhere	may	make	some	financial	institutions less	likely	to	become	an	issuer	of	Visa-branded	cards,	because	they	may	be	subject	to	increased	risk	management	or	higher	capital requirements.

•Regulation	of	Internet	and	mobile	transactions.	Proposed	legislation	in	various	jurisdictions	may	make	it	less	desirable	or	more	costly	to complete	Internet	transactions	using	Visa-branded	cards	by	affecting	the	legality	of	those	transactions,	the	laws	that	govern	the	transactions, their	taxation	or	the	allocation	of	various	intellectual	property	rights.	In	addition,	new	mobile	regulatory	requirements	could	impact	our	business practices.

•Money	transfer	regulations.	As	we	expand	our	product	offerings,	we	may	become	subject	to	U.S.	state	money	transfer	regulations,	as	well	as international	payments	laws,	which	could	increase	our	regulatory	oversight	and	compliance	costs.

Complying	with	these	and	other	regulations	increases	our	costs	and	can	reduce	our	revenue	opportunities.	Our	programs	and	policies	are	designed to	comply	with	anti-money	laundering,	anti-terrorism,	sanctions	regulations,	and	other	laws,	and	we	continue	to	enhance	them.	But,	as	regulations continue	to	evolve	and	regulatory	oversight	continues	to	increase,	we	cannot	guarantee	that	our	programs	and	policies	will	be	deemed	compliant	by	all applicable	regulatory	authorities.	In	the	event	our	controls	should	fail	or	are	found	to	be	out	of	compliance	for	other	reasons,	we	could	be	subject	to monetary	damages,	civil	and	criminal	money	penalties,	litigation	and	damage	to	our	global	brand	reputation.	The	impact	of	such	regulations	on	our	clients and	on	us	may	increase	compliance	costs	and	reduce	the	volume	of	payments	we	process.	Moreover,	such	regulations	can	limit	the	types	of	products	and services	that	we	offer,	the	countries	in	which	Visa-branded	cards	are	used	and	the	types	of	account	holders	and	merchants	who	can	obtain	or	accept Visa-branded	cards.	Any	of	these	occurrences	could	materially	and	adversely	affect	our	overall	business,	revenues,	prospects	for	future	growth,	financial condition	and	results	of	operations.

# Litigation	Risks

Our	retrospective	responsibility	plan	may	not	adequately	insulate	us	from	the	impact	of	settlements	or	final	judgments .

Our	retrospective	responsibility	plan	addresses	monetary	liabilities	from	settlements	of,	or	final	judgments	in,	the	covered	litigation,	which	is described	in	Note	3—Retrospective	Responsibility	Plan	to	our	consolidated	financial	statements	included	in	 Item	8	of	this	report.	The	retrospective responsibility	plan	consists	of	several	related	mechanisms	to	fund	settlements	or	judgments	in	the	covered	litigation.	These	include	an	escrow	account funded	with	a	portion	of	the	net	proceeds	of	our	IPO	and	any	subsequent	offerings	of	our	shares	of	class	A	common	stock	(or	deposits	of	cash	into	the escrow	account	in	lieu	of	such	offerings).	They	also	include	a	loss	sharing	agreement,	a	judgment	sharing	agreement	and	an	omnibus	agreement,	as amended.	In	addition,	our	U.S.	financial	institution	clients	are	obligated	to	indemnify	us	pursuant	to	Visa	U.S.A.	Inc.'s	certificate	of	incorporation	and	bylaws and	in	accordance	with	their	membership	agreements.	These	mechanisms	are	unique,	complicated	and	tiered,	and	if	we	cannot	use	one	or	more	of	them, this	could	have	a	material	adverse	effect	on	our	financial	condition	and	cash	flows,	or	even	cause	us	to	become	insolvent.

The	principal	remaining	covered	litigation	involves	interchange	reimbursement	rates.	See	 Note	20—Legal	Matters	to	our	consolidated	financial statements	included	in	Item	8	of	this	report.	Beginning	in	2005,	a	series	of	complaints	(the	majority	of	which	were	styled	as	class	actions)	were	filed	on behalf	of	merchants	against	us,	MasterCard	and/or	other	defendants,	including	certain	Visa	member	financial	institutions.	We	refer	to	this	as	the interchange	multidistrict	litigation	or	MDL	1720.	Among	other	allegations,	the	plaintiffs	alleged	that	Visa's	setting	of	default	interchange	reimbursement rates	violated	federal	antitrust	laws	and,	in	some	cases,	certain	state	unfair	competition	laws.	The	lawsuits	were	transferred	to	a	multidistrict	litigation	in the	U.S.	District	Court	for	the	Eastern	District	of	New	York.

The	plaintiffs	in	MDL	1720	seek	damages	for	alleged	overcharges	in	merchant	discount	rates	as	well	as	injunctive	and	other	relief.	The	consolidated class	action	complaint	alleges	that	estimated	damages	will	range	in	the	tens	of	billions	of	dollars.	Because	these	lawsuits	were	brought	under	the	U.S. federal	antitrust	laws,	any	actual	damages	would	be	trebled.

The	allocation	of	any	monetary	judgment	or	a	settlement	among	the	defendants	is	governed	by	an	omnibus	agreement	dated	February	7,	2011,	and amended	August	26,	2014.	See	Note	3—Retrospective	Responsibility	Plan	to	our	consolidated	financial	statements	included	in	 Item	8	of	this	report.	Visa's portion	of	a	settlement	or	judgment

covered	by	the	omnibus	agreement	would	be	allocated	in	accordance	with	specified	provisions	of	our	retrospective	responsibility	plan.

We	signed	settlement	agreements	in	connection	with	MDL	1720,	which	included	an	agreement	to	pay	approximately	$4.0	billion	to	the	class plaintiffs.	On	January	14,	2014,	the	court	entered	a	final	judgment	order	approving	the	settlement,	from	which	a	number	of	objectors	have	appealed.	Until the	appeals	are	finally	adjudicated,	no	assurance	can	be	provided	that	we	will	be	able	to	resolve	the	class	plaintiffs'	claims	as	contemplated	by	the Settlement	Agreement.

A	number	of	merchants	have	filed	opt-out	cases	in	various	federal	district	courts.	All	of	the	cases	filed	in	federal	court	have	been	either	assigned	to the	judge	presiding	over	MDL	1720,	or	have	been	transferred	by	the	Judicial	Panel	on	Multidistrict	Litigation	for	inclusion	in	MDL	1720.	The	court	has entered	an	order	confirming	that	MDL	1720	includes:	(i)	all	current	and	future	actions	transferred	to	MDL	1720	by	the	Judicial	Panel	on	Multidistrict Litigation	or	other	order	of	any	court	for	inclusion	in	coordinated	or	pretrial	proceedings;	and	(ii)	all	actions	filed	in	the	Eastern	District	of	New	York	that arise	out	of	operative	facts	as	alleged	in	the	cases	subject	to	the	transfer	orders	of	the	Judicial	Panel	on	Multidistrict	Litigation.	Cases	that	are	transferred to	or	otherwise	included	in	MDL	1720	are	covered	litigation	for	purposes	of	the	retrospective	responsibility	plan.	It	is	possible	that	some	opt-out	cases	may not	be	transferred	or	otherwise	included	in	MDL	1720	and	will	not	be	covered	litigation.

Failure	of	our	retrospective	responsibility	plan	to	insulate	us	adequately	from	the	impact	of	such	settlements	or	judgments	could	result	in	a	material adverse	effect	on	our	financial	condition	and	cash	flows.	Such	a	failure	could	even	cause	us	to	become	insolvent.	The	retrospective	responsibility	plan addresses	only	the	covered	litigation.	The	plan	generally	does	not	cover	other	pending	litigation	or	any	litigation	that	we	may	face	in	the	future,	except	for cases	that	include	claims	for	damages	relating	to	the	period	prior	to	our	IPO	that	are	transferred	for	pre-trial	proceedings	or	otherwise	included	in	the interchange	multidistrict	litigation.	See	—If	we	are	found	liable	in	other	pending	or	future	lawsuits,	we	may	have	to	pay	substantial	damages .	In	addition, non-monetary	settlement	terms	and	judgments	in	the	covered	litigation	may	require	us	to	modify	the	way	we	do	business.	See	—Limitations	on	our business	resulting	from	litigation	may	materially	and	adversely	affect	our	revenues	and	profitability.	Therefore,	even	if	our	retrospective	responsibility	plan provides	us	with	adequate	funding	to	satisfy	our	obligations	with	respect	to	monetary	liabilities	from	settlements	of,	and	judgments	in,	the	covered litigation,	it	will	not	insulate	us	from	the	monetary	impact	of	pending	or	future	litigation.

If	we	are	found	liable	in	other	pending	or	future	lawsuits,	we	may	have	to	pay	substantial	damages .

Like	many	other	large	companies,	we	are	a	defendant	in	a	number	of	civil	actions	and	investigations	alleging	violations	of	competition/antitrust	law, consumer	protection	law	or	intellectual	property	law,	among	others.	Examples	of	such	claims	are	described	more	fully	in	Note	20—Legal	Matters	to	our consolidated	financial	statements	included	in	Item	8	of	this	report.	Some	lawsuits	involve	complex	claims	that	are	subject	to	substantial	uncertainties	and unspecified	damages;	therefore,	we	cannot	ascertain	the	probability	of	loss	or	estimate	our	liability.	Accordingly,	we	have	not	established	allowances	for such	legal	proceedings.

Particularly	in	cases	involving	merchants	and	consumers,	private	plaintiffs	often	seek	class	action	certification	in	cases	against	us	due	to	the	size	and scope	of	our	business.	If	we	are	found	liable	in	a	large	class	action	lawsuit,	such	as	the	U.S.	or	Canadian	merchant	class	action	lawsuits,	monetary damages	could	be	significant.	See	Note	20—Legal	Matters	to	our	consolidated	financial	statements	included	in	 Item	8	of	this	report.

If	we	are	unsuccessful	in	our	defense	against	any	material	pending	or	future	legal	proceedings,	we	may	have	to	pay	substantial	damages. 	This	could result	in	a	material	and	adverse	effect	on	our	results	of	operations,	cash	flow	and	financial	condition	and	could	even	cause	us	to	become	insolvent.

Limitations	on	our	business	resulting	from	litigation	may	materially	and	adversely	affect	our	revenues	and	profitability .

Certain	limitations	have	been	placed	on	our	business	in	recent	years	because	of	litigation.	We	may	also	have	to	change	our	business	practices	in response	to	pending	or	future	litigation.	For	example,	under	the	settlement	agreement	in	the	interchange	multidistrict	litigation,	we	have	agreed,	among other	things,	to	permit	merchants	to	add	surcharges	to	credit	transactions	in	certain	circumstances.

These	and	other	settlements	of,	or	judgments	in,	past,	pending	and	future	litigation	could	force	us	to	limit	the	rates	we	charge,	revise	our	rules	about rates	charged	to	consumers	who	use	Visa-branded	payment	products,	or

make	other	modifications	to	our	business.	These	modifications	could	materially	and	adversely	affect	our	payments	volume,	revenues,	operating	results, prospects	for	future	growth	and	overall	business.

Tax	examinations	or	disputes,	or	changes	in	the	tax	laws	applicable	to	us,	could	materially	increase	our	tax	payments .

We	exercise	significant	judgment	in	calculating	our	worldwide	provision	for	income	taxes	and	other	tax	liabilities.	Although	we	believe	our	tax estimates	are	reasonable,	many	factors	may	decrease	their	accuracy.	We	are	currently	under	examination	by,	or	in	disputes	with,	the	U.S.	Internal Revenue	Service	and	other	tax	authorities,	and	we	may	be	subject	to	additional	examinations	or	disputes	in	the	future.	Relevant	tax	authorities	may disagree	with	our	tax	treatment	of	certain	material	items	and	thereby	increase	our	tax	liability.	Failure	to	sustain	our	position	in	these	matters	could	result in	a	material,	adverse	effect	on	our	cash	flow	and	financial	position.	In	addition,	changes	in	existing	laws,	such	as	recent	proposals	for	fundamental	U.S. and	international	tax	reform,	may	also	increase	our	effective	tax	rate.	A	substantial	increase	in	our	tax	burden	could	have	a	material,	adverse	effect	on	our financial	results.	See	also	Note	19—Income	Taxes	to	our	consolidated	financial	statements	included	in	 Item	8	of	this	report.

# We	have	limited	rights	to	enforce	our	agreement	with	Visa	Europe,	which	includes	indemnity	obligations	that	could	expose	us	to	significant liabilities.

The	relationship	between	Visa	and	Visa	Europe	is	governed	by	the	Framework	Agreement.	In	the	event	Visa	Europe	fails	to	meet	its	obligations under	the	Framework	Agreement,	our	remedies	are	limited.	We	are	unable	to	terminate	the	agreement	even	upon	Visa	Europe's	material,	uncured breach.	We	also	have	a	call	option	to	acquire	Visa	Europe,	which	can	be	triggered	only	under	extremely	limited	circumstances.	See	Note	2—Visa	Europe to	our	consolidated	financial	statements	included	in	Item	8	of	this	report.

Under	the	Framework	Agreement,	we	may	be	required	to	indemnify	Visa	Europe	for	losses	resulting	from	all	claims	outside	its	region	arising	from our	or	their	actions	relating	to	the	payments	business.	This	obligation	applies	even	if	neither	we	nor	any	of	our	related	parties	or	agents	engaged	in	the actions	giving	rise	to	such	claims.	The	indemnity	obligation	could	expose	us	to	significant	liabilities	for	activities	over	which	we	have	little	or	no	control.	Our retrospective	responsibility	plan	would	not	cover	these	liabilities.

Visa	Europe	is	obligated	to	indemnify	Visa	Inc.	and	Visa	International	Service	Association	(Visa	International)	in	connection	with	the	European Competition	Proceedings,	in	our	opinion,	including	payment	of	any	fines	or	damages	that	may	be	imposed.	However,	Visa	Europe	has	informed	us	of	its position	that	it	is	not	obligated	to	indemnify	us	or	Visa	International	for	any	claim	in	the	European	Competition	Proceedings,	including	claims	asserted	in either	the	European	Commission	matter	or	the	filed	or	unfiled	claims	in	the	U.K.	Merchant	Litigation.	If	Visa	Europe	continues	in	its	refusal	to	indemnify	us and	we	cannot	enforce	the	indemnity,	we	could	be	exposed	to	significant	liabilities	which	would	not	be	covered	under	our	retrospective	responsibility	plan. See	Note	20—Legal	Matters	to	our	consolidated	financial	statements	included	in	 Item	8	of	this	report.

# Business	Risks

The	intense	pressure	we	face	on	client	pricing	may	materially	and	adversely	affect	our	revenues	and	profits .

Pressure	on	client	pricing	poses	challenges	for	our	business.	In	order	to	stay	competitive,	we	offer	incentives	to	our	clients	to	increase	payments volume,	enter	new	market	segments	and	expand	their	Visa-branded	card	base.	These	include	up-front	cash	payments,	fee	discounts,	credits, performance-based	incentives,	marketing	and	other	support	payments.	We	have	continued	to	increase	the	use	of	incentives	such	as	up-front	cash payments	and	fee	discounts	in	many	countries,	including	the	United	States.	In	addition,	we	offer	incentives	to	certain	merchants	or	acquirers	to	win	routing preference	in	situations	where	our	products	co-reside	with	other	networks	and	merchants	have	a	choice	of	network	routing	options.	The	economic pressures	on	our	clients	arising	from	the	Dodd-Frank	Act	have	also	increased	our	use	of	incentives.	See	—The	Dodd-Frank	Act	may	continue	to	have	a material,	adverse	impact	on	our	financial	condition,	revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business.	As	a	result,	the provision	of	certain	products	and	services	may	be	less	profitable	or	unprofitable,	which	may	materially	and	adversely	affect	our	revenues	and	profits.

If	we	continue	to	increase	incentives	to	our	clients,	we	will	need	to	find	ways	to	offset	the	financial	impact	by	increasing	payments	volume,	increasing the	amount	of	fee-based	services	we	provide	or	both.	We	may	not	succeed	in	doing	so,	particularly,	in	the	current	regulatory	environment.	In	addition,	we benefit	from	long-term	contracts	with	certain	clients,	including	those	that	are	large	contributors	to	our	revenue.	Continued	pressure	on	our	fees	could prevent	us	from	maintaining	such	agreements	in	the	future	on	the	same	or	favorable	terms.	We	may	also

have	to	modify	existing	agreements	in	order	to	maintain	relationships	or	comply	with	regulations.	While	we	may	implement	cost	containment	and productivity	initiatives	in	areas	other	than	those	surrounding	client	incentives,	we	may	not	be	successful	in	our	efforts	or	they	may	not	offset	the	decreases in	our	revenues.

# Intense	competition	in	our	industry	may	cause	our	business,	financial	condition,	results	of	operations	and	prospects	for	future	growth	to suffer.

The	global	payments	industry	is	intensely	competitive	and,	as	a	result,	our	payment	programs	compete	against	all	forms	of	payment.	These	include cash,	checks,	electronic,	eCommerce,	and	mobile	payments,	as	well	as	traditional	general	purpose	card	networks.	In	addition,	our	open-loop	payments network	competes	against	other	alternate	payment	systems	such	as	closed-loop	payment	systems.	The	Dodd-Frank	Act	increased	this	competitive pressure.

Some	of	our	competitors	may	develop	substantially	better	technology	or	have	greater	financial	resources.	They	may	offer	a	wider	range	of	programs, products	and	services	than	we	do,	including	more	innovative	ones.	They	may	use	advertising	and	marketing	strategies	that	are	more	effective	than	ours, achieving	broader	brand	recognition	and	merchant	acceptance.	They	may	also	develop	better	security	solutions	or	more	favorable	pricing	arrangements.

Certain	of	our	competitors	operate	with	different	business	models,	have	different	cost	structures	or	participate	selectively	in	different	market segments.	These	include	domestic	networks	in	the	United	States,	China,	Canada	and	Australia.	They	may	ultimately	prove	more	successful	or	more adaptable	to	new	regulatory,	technological	and	other	developments.	In	many	cases,	these	competitors	have	the	support	of	government	mandates	that prohibit,	limit	or	otherwise	hinder	our	ability	to	compete	for	or	otherwise	secure	transactions	within	those	countries	and	regions.

Traditional	or	nontraditional	competitors	may	put	us	at	a	competitive	disadvantage	by	leveraging	services	or	products	in	areas	in	which	we	do	not directly	compete	to	win	business	in	areas	where	we	do	compete.	Our	clients	can	reassess	their	commitments	to	us	at	any	time	or	develop	their	own competitive	services.	The	risk	to	maintaining	or	securing	our	clients'	long-term	commitments	to	our	products	increased	with	the	Dodd-Frank	Act's restrictions	on	network	exclusivity	in	the	debit	sector.	We	do	not	have	exclusivity	with	our	largest	clients	such	as	JPMorgan	Chase	and	Bank	of	America. In	certain	circumstances,	our	clients	may	terminate	these	relationships	on	relatively	short	notice	without	significant	early	termination	fees.	Because	a significant	portion	of	our	operating	revenues	is	concentrated	among	our	largest	clients,	our	operating	revenues	would	decline	significantly	if	we	lost	one	or more	of	these	clients.	This	could	have	a	material	adverse	impact	on	our	business,	financial	condition	and	results	of	operations.	See	Note	13—Enterprise- wide	Disclosures	and	Concentration	of	Business	to	our	consolidated	financial	statements	included	in	 Item	8	of	this	report.

We	expect	there	to	be	changes	in	the	competitive	landscape	in	the	future.	For	example:

•competitors,	clients	and	others	may	develop	products	that	compete	with,	impair	or	replace	the	value-added	services	we	provide	to	support	our transaction	processing;

•parties	that	process	our	transactions	in	certain	countries	may	try	to	eliminate	our	position	in	the	payments	value	chain;

•we	may	be	asked	to	develop	or	customize	certain	aspects	of	our	payment	services	for	use	by	our	customers,	processors	or	other	third	parties;

•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;

•competition	may	increase	from	alternate	types	of	payment	services,	such	as	mobile	payment	services,	eCommerce	payment	services	and services	that	permit	direct	debit	of	consumer	checking	accounts	or	ACH	payments;

•new	players	and	intermediaries	in	the	payments	value	chain	may	redirect	transactions	or	steer	account	holders	away	from	our	network;	or

•new	services	and	technologies	that	we	develop	may	be	impacted	by	industry-wide	solutions	and	standards	set	by	organizations	such	as EMVCo,	related	to	EMV-chip	payment	technology,	tokenization,	or	other	technologies.

Our	failure	to	compete	effectively	in	light	of	any	such	developments	could	materially	and	adversely	affect	our	business,	financial	condition,	revenues, results	of	operations	and	prospects	for	future	growth.

# Disintermediation	from	the	payments	value	chain	could	harm	our	business .

Our	position	in	the	payments	value	chain	is	key	to	our	business.	Some	of	our	competitors,	including	American	Express,	Discover,	private-label	card networks	and	certain	alternate	payments	systems,	operate	closed-loop	payments	systems,	with	direct	connections	to	both	merchants	and	consumers without	any	intermediaries.	These	competitors	seek	to	derive	competitive	advantages	from	this	business	model.	Regulatory	actions	such	as	the	Dodd- Frank	Act	may	provide	them	with	increased	opportunity	to	do	so.	In	addition,	although	other	competitors	are	pursuing	similar	lines	of	business	or	adopting similar	commercial	models,	they	have	not	attracted	the	same	level	of	legal	or	regulatory	scrutiny	of	their	pricing	and	business	practices	as	operators	of multi-party	payments	systems	such	as	ours.

We	also	run	the	risk	of	disintermediation	by	virtue	of	increasing	bilateral	agreements	between	entities	that	prefer	not	to	use	our	payments	network	for processing	payments.	For	example,	merchants	could	process	transactions	directly	with	issuers,	or	processors	could	process	transactions	directly between	issuers	and	acquirers.

# Additional	consolidation	in	the	banking	industry	could	result	in	us	losing	business	and	create	pressure	on	the	fees	we	charge	our	clients, which	could	materially	and	adversely	affect	our	business,	revenues,	results	of	operations	and	prospects	for	future	growth.

Additional	consolidation	in	the	banking	industry	may	result	in	the	acquisition	of	one	or	more	of	our	largest	clients	by	an	institution	with	a	strong relationship	with	one	of	our	competitors	or	with	one	of	our	competitors	directly.	This	could	result	in	the	acquired	financial	institution's	Visa	business	shifting to	a	competitor,	resulting	in	a	substantial	loss	of	business	to	us.

Additional	consolidation	in	the	banking	industry	could	also	reduce	the	overall	number	of	new	and	existing	clients,	who	may	seek	and	obtain	greater pricing	discounts	or	other	incentives	from	us.	In	addition,	more	consolidation	could	prompt	our	existing	clients	to	seek	to	renegotiate	their	pricing agreements	with	us	to	obtain	more	favorable	terms.	We	may	also	be	adversely	affected	by	price	compression	should	one	of	our	clients	absorb	another financial	institution	and	qualify	for	higher	volume-based	discounts	on	the	combined	volumes	of	the	merged	businesses.	Pressure	on	the	fees	we	charge our	clients	caused	by	such	consolidation	could	materially	and	adversely	affect	our	business,	revenues,	results	of	operations	and	prospects	for	future growth.

# Merchants'	continued	focus	on	the	costs	associated	with	payment	card	acceptance	may	result	in	more	litigation,	regulation,	regulatory enforcement,	incentive	arrangements	and	other	initiatives.

We	rely	in	part	on	merchants	and	their	relationships	with	our	clients	to	maintain	and	expand	the	acceptance	of	Visa-branded	payment	cards. Consolidation	in	the	retail	industry	is	producing	a	group	of	larger	merchants	that	is	having	a	significant	impact	on	all	participants	in	the	global	payments industry.	Some	merchants	have	sought	to	reduce	their	costs	associated	with	payment	card	acceptance	by	lobbying	for	new	legislation	and	regulatory enforcement	and	by	filing	lawsuits.	If	they	continue,	we	may	face	increased	compliance	and	litigation	expenses.

We	also	face	competitive	pressures	on	pricing.	We	and	our	clients	negotiate	pricing	discounts	and	other	incentive	arrangements	with	certain	large merchants	to	increase	acceptance	and	usage	of	Visa-branded	payment	cards.	If	merchants	continue	to	consolidate,	we	and	our	clients	may	have	to increase	the	incentives	provided	to	certain	large	merchants.	Some	merchants	also	continue	to	invest	in	their	own	payment	solutions,	using	both	traditional and	new	technology	platforms.	Examples	include	closed-loop	payment	systems 	that	are	specific	to	a	single	merchant 	or	multi-merchant	solutions	like	the Merchant	Customer	Exchange,	which	is	designed	for	a	mobile	platform	and	has	many	merchant	participants.	Such	programs	may	offer	unique	or specialized	benefits	to	consumers,	including	discounts	or	customized	offers.	If	merchants	are	able	to	drive	broad	consumer	adoption	and	usage,	it	could adversely	impact	our	transaction	volume.

All	of	these	factors	could	materially	and	adversely	affect	our	revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business. Competitive	and	regulatory	pressures	on	pricing	could	make	it	difficult	to	offset	the	cost	of	these	incentives.

# Certain	financial	institutions	or	merchants	have	exclusive,	or	nearly	exclusive,	relationships	with	our	competitors	to	issue	or	accept	payment cards,	and	these	relationships	may	adversely	affect	our	ability	to	maintain	or	increase	our	revenues.

Certain	financial	institutions	or	merchants	have	longstanding	exclusive,	or	nearly	exclusive,	relationships	with	our	competitors	to	issue	or	accept payment	cards.	These	relationships	may	make	it	difficult	or	cost-prohibitive	for	us	to	conduct	material	amounts	of	business	with	them.	In	addition,	these financial	institutions	or	merchants	may	be	more	successful	and	may	grow	more	quickly	than	our	existing	clients	or	merchants,	which	could	put	us	at	a competitive	disadvantage	and	prevent	us	from	growing	our	business	and	revenues.

# Failure	to	maintain	relationships	with	issuers,	acquirers,	merchants	and	account	holders,	and	the	failure	of	our	financial	institution	clients	or third	parties	to	provide	services	on	our	behalf	could	materially	and	adversely	affect	our	business.

We	depend	and	will	continue	to	depend	significantly	on	relationships	with	our	financial	institution	clients	and	on	their	relationships	with	account holders	and	merchants	to	support	and	to	compete	effectively	for	our	programs	and	services.	We	do	not	issue	cards,	extend	credit	to	account	holders	or determine	the	interest	rates	or	other	fees	charged	to	account	holders	using	cards	that	carry	our	brands.	Each	issuer	determines	these	competitive	card features	for	their	customers.

As	a	result	of	the	Dodd-Frank	Act's	changes	to	the	network	exclusivity	rules,	we	have	engaged	and	will	continue	to	engage	in	significantly	more discussions	with	merchants,	acquirers	and	processors.	We	already	engage	in	many	co-branding	efforts,	in	which	we	contract	with	merchants,	who	directly receive	incentives	from	us.	We	also	engage	with	merchants,	acquirers	and	processors	and	provide	incentives	to	promote	routing	preference	and acceptance	growth.	As	these	and	other	relationships	become	more	prevalent	and	take	on	a	greater	importance	to	our	business,	our	success	will increasingly	depend	on	our	ability	to	sustain	and	grow	these	relationships.

Outside	the	United	States,	some	governments	only	permit	local	providers	to	complete	domestic	processing,	which	prohibits	us	from	overseeing	the end-to-end	processing	of	the	transactions.	Therefore,	we	depend	on	our	close	working	relationships	with	our	clients	in	these	regions	to	effectively	manage the	processing	of	transactions	involving	Visa-branded	cards.	Our	inability	to	oversee	the	end-to-end	processing	for	cards	carrying	our	brands	in	these countries	may	put	us	at	a	competitive	disadvantage	by	limiting	our	ability	to	ensure	the	quality	of	the	services	supporting	our	brands.

In	addition,	we	depend	on	third	parties	and	our	financial	institution	clients	to	provide	various	services	associated	with	our	payments	network	on	our behalf,	and	to	the	extent	that	such	third-party	vendors	or	our	financial	institution	clients	fail	to	perform	or	deliver	adequate	services,	our	business	and reputation	could	be	impaired.

Negative	perception	of	our	company	in	the	marketplace	may	affect	our	brands	and	reputation,	which	are	key	assets	of	our	business .

Our	brands	and	their	attributes	are	key	assets	of	our	business.	The	ability	to	attract	and	retain	account	holders	and	financial	institution	clients	to	Visa- branded	products	depends	highly	upon	the	external	perceptions	of	our	company	and	our	industry's	quality	of	service,	use	and	protection	of	account	holder data,	regulatory	compliance,	financial	condition,	corporate	responsibility	and	other	factors.	Negative	perception	or	publicity,	particularly	in	light	of	the	rapid, widespread	use	of	social	media	channels,	could	cause	damage	to	our	brands	and	reputation.	Our	business	may	also	be	affected	by	actions	taken	by	our clients	or	other	third	parties,	or	by	circumstances	that	are	outside	of	our	control:

•Our	clients	may	take	actions	that	we	do	not	believe	to	be	in	the	best	interests	of	our	brands,	such	as	aggressive	creditor	practices.

•Our	limited	control	over	the	quality	of	service	and	promotion	of	our	brands	in	Europe	could	affect	our	brands	and	reputation	globally.	While	Visa Europe	has	very	broad	latitude	to	use	our	brands	and	technology	within	its	region,	Visa	Europe	is	not	required	to	spend	any	minimum	amount	of money	conducting	research	on	brand	performance,	promoting	or	maintaining	the	strength	of	our	brands.

•We	may	be	associated	with	adverse	developments	with	respect	to	our	industry,	and	with	new	rules	and	regulations	concerning	human	rights conditions,	our	corporate	responsibility	regarding	those	conditions	and	resulting	disclosure	requirements.

•Any	negative	perception	of	the	United	States	arising	from	its	political,	economic,	social	or	other	positions	could	harm	the	perception	of	our company	and	our	brands	globally	by	associating	Visa	with	those	positions.

Any	of	these	factors	could	turn	clients	and	consumers	away	from	our	brand	and	products,	require	us	to	take	on	additional	liabilities	and	costs,	result in	greater	regulatory	or	legislative	scrutiny,	and	materially	and	adversely	affect	our	revenues,	operating	results,	prospects	for	future	growth	and	overall business.

# Unprecedented	economic	events	in	financial	markets	around	the	world	have	affected	and	are	likely	to	continue	to	affect	our	clients,	merchants and	account	holders,	and	may	potentially	impact	our	financial	condition,	revenues,	results	of	operations,	prospects	for	future	growth	and overall	business.

The	current	threats	to	global	economic	growth	include	geopolitical	instability	in	Russia,	Ukraine,	the	Middle	East	and	other	oil	producing	countries, which	could	affect	oil	prices,	economic	fragility	in	the	Eurozone	and	in	the	United	States,	higher	interest	rates	hurting	the	housing	market,	sluggish	job creation,	political	discord,	spending	cuts	and	debt	defaults.	While	there	continues	to	be	some	improvements	in	advanced	economies,	emerging	economies continue	to	suffer	with	slower	growth.	Consumer	spending	continues	to	be	impacted	from	consumer	debt	levels,	elevated	housing	inventory,	deflation, changes	in	savings	rates,	continued	equity	market	volatility,	decreased	export	activity,	lowered	government	spending	and	additional	government intervention.	Furthermore,	continued	challenges	in	the	credit	environment,	bank	instability,	downgrades	of	sovereign,	bank	and	commercial	debt,	political issues	affecting	the	handling	of	national	debt,	and	the	uncertainty	arising	from	new	government	policies	could	also	impact	our	clients,	merchants	and account	holders.

The	fragility	of	the	current	situation	would	be	exacerbated	if	additional	negative	economic	developments	or	crises	were	to	arise	around	the	world. These	include	defaults	on	government	debt,	exhaustion	of	national	economic	stimulus	packages,	significant	increases	in	oil	prices,	tax	increases,	a significant	decline	in	the	commercial	real	estate	market	and	policy	missteps.	Most	recently,	the	economic	situations	in	various	countries	in	Europe	have been	particularly	unstable,	arising	from	the	real	prospect	of	debt	defaults.	If	such	defaults	occur,	or	if	the	measures	taken	to	avert	such	defaults	create their	own	instability,	economic	turmoil	is	likely	to	result,	and	the	impact	is	likely	to	be	global	and	highly	significant.

The	volatility	of	the	current	economic	environment	in	advanced	and	emerging	economies	and	the	responses	by	financial	institutions	and governments	may	create	new	risks	or	increase	the	impact	of	existing	ones.	These	include	the	following:

•Depressed	consumer	and	business	confidence	may	continue	to	decrease	account	holder	spending.

•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.

•Our	clients	may	implement	cost-reduction	initiatives	that	reduce	or	eliminate	payment	card	marketing	budgets	or	increase	requests	for	greater incentives	or	reduced	fees	from	us.

•Our	clients	may	decrease	spending	for	optional	or	enhanced	services,	which	could	reduce	account	holders'	desire	to	use	these	products.

•Our	clients	may	increase	account	holder	fees	as	a	cost-recovery	initiative,	or	as	a	result	of	regulatory	action,	decreasing	their	value	proposition to	consumers	and	reducing	consumers'	desire	to	use	our	products.

•Government	intervention	or	investments	in	our	clients	may	negatively	affect	our	business	in	those	regions	with	our	financial	institution	clients.

•Tightening	of	credit	availability	could	affect	the	ability	of	participating	financial	institutions	to	lend	to	us	under	the	terms	of	our	credit	facility.

•The	U.S.	government's	inability	to	meet	its	obligations	or	a	possible	further	downgrade	in	the	U.S.	debt	rating	could	adversely	affect	the	liquidity of	our	investments,	a	substantial	portion	of	which	are	in	U.S.	treasury	and	government	securities.

•Our	clients	may	default	on	their	settlement	obligations,	including	for	reasons	unrelated	to	payment	card	activity,	such	as	mortgage	loan commitments.

•Adverse	fluctuations	in	foreign	currency	exchange	rates	could	negatively	affect	the	dollar	value	of	our	revenues	and	payments	in	foreign currencies.

•The	current	economic	environment	could	lead	some	clients	to	curtail	or	postpone	near-term	investments	in	growing	their	card	portfolios,	limit credit	lines,	modify	fees	and	loyalty	programs,	or	take	other	actions	that	adversely	affect	the	growth	of	our	volume	and	revenue	streams	from these	clients.

•Declines	in	stock	prices	or	significant	instability	in	the	securities	markets	worldwide	could	cause	consumer	spending	to	decline	materially.

Any	of	these	developments	could	have	a	material	adverse	impact	on	our	prospects,	growth,	revenue,	profitability	and	overall	business.

# A	decline	in	non-U.S.	and	cross-border	activity	and	in	multi-currency	transactions	could	adversely	affect	our	revenues	and	profitability,	as	we generate	a	significant	portion	of	our	revenue	from	such	transactions.

•We	generate	a	significant	amount	of	our	revenues	from	cross-border	transactions,	and	our	clients	pay	us	fees	in	connection	with	them.	Cross- border	transactions	arise	when	the	country	of	origin	of	the	issuer	is	different	from	that	of	the	merchant.	Some	of	these	cross-border	transaction fees	vary	depending	on	whether	the	transaction	currency	is	different	than	the	account	holder's	billing	currency	as	provided	to	Visa	by	his	or	her issuer.

•In	addition,	Visa	derives	revenue	from	foreign	currency	exchange	activities	that	result	when	our	clients	settle	transactions	in	different currencies.	A	reduction	in	multi-currency	transactions	may	reduce	the	need	for	foreign	currency	exchange	activities	and	adversely	affect	our revenues.	Limitations	or	changes	in	our	ability	to	set	foreign	currency	exchange	rates	for	multi-currency	transactions	as	a	result	of	regulation, changes	to	tax	policy,	litigation,	competitive	pressures,	reduced	volatility	in	currency	markets,	or	other	reasons	may	also	adversely	affect	our revenues.

•Cross-border	travel	may	be	adversely	affected	by	global	geopolitical,	economic,	social	and	other	conditions.	These	include	the	threat	of terrorism,	social	or	political	instability,	natural	disasters,	effects	of	climate	change	and	outbreaks	of	flu,	viruses	and	other	diseases.	The	need	for conversion	of	currencies	declines	as	cross-border	travel	is	impacted.

•Moreover,	if	our	financial	institution	clients	decide	to	change	practices	(e.g.,	prohibit	certain	transactions	or	increase	account	holder	fees associated	with	cross-border	transactions)	there	could	be	a	decline	in	account	holder	spending	because	the	value	proposition	to	the	consumer could	be	reduced.

Transactions	outside	the	United	States	represent	an	increasingly	important	part	of	our	strategy,	which	we	hope	will	continue	to	grow.	However,	a decline	in	non-U.S.	and	cross-border	activity	and	multi-currency	transactions	will	decrease	the	number	of	cross-border	transactions	we	process	and	our revenues	and	profitability	may	be	materially	and	adversely	affected.

We	risk	loss	or	insolvency	if	our	clients	fail	to	fund	settlement	obligations	for	which	we	have	provided	indemnifications .

We	indemnify	issuers	and	acquirers	for	any	settlement	loss	they	suffer	due	to	the	failure	of	another	issuer	or	acquirer	to	fund	its	settlement obligations	in	accordance	with	our	operating	regulations.	In	certain	instances,	we	may	indemnify	issuers	or	acquirers	even	in	situations	in	which	a transaction	is	not	processed	by	our	system.	This	indemnification	creates	settlement	risk	for	us	due	to	the	difference	in	timing	between	the	date	of	a payment	transaction	and	the	date	of	subsequent	settlement.	While	the	amount	of	our	indemnification	obligations	has	no	limit,	our	exposure	under	the indemnification	is	restricted	to	the	amount	of	unsettled	Visa	payment	transactions	at	any	point	in	time.

Concurrent	settlement	failures	involving	more	than	one	of	our	largest	clients,	several	of	our	smaller	clients	or	systemic	operational	failures	lasting more	than	a	single	day	could	cause	us	to	exceed	our	available	financial

resources.	Any	such	failure	could	materially	and	adversely	affect	our	business,	financial	condition	and	results	of	operations.	In	addition,	even	if	we	have sufficient	liquidity	to	cover	a	settlement	failure,	we	may	be	unable	to	recover	the	amount	of	such	payment.	This	could	expose	us	to	significant	losses,	and materially	and	adversely	affect	our	financial	condition,	results	of	operations	and	cash	flow.

We	estimate	settlement	exposure	under	the	indemnity	based	on	the	sum	of	three	inputs.	The	first	is	average	daily	volumes	during	the	quarter multiplied	by	the	estimated	number	of	days	to	settle	plus	a	safety	margin.	The	second	is	four	months	of	rolling	average	chargebacks	volume.	The	third	is the	total	balance	for	outstanding	Visa	Travelers	Cheques.	We	generally	guarantee	the	payment	of	any	validly	issued	Visa	Travelers	Cheque	that	has	been negotiated	in	good	faith	and	properly	presented	for	payment	in	the	event	that	the	Cheque	is	not	honored	by	its	issuing	institution.	Additionally,	from	time	to time,	we	review	and	revise	our	risk	management	methodology	and	inputs	as	necessary.	See	Note	11—Settlement	Guarantee	Management	to	our consolidated	financial	statements	included	in	Item	8	of	this	report.

Some	of	our	clients	are	considered	group	members	under	Visa's	operating	regulations.	As	a	result,	some	of	these	group	members	have	elected	to limit	their	responsibility	for	settlement	losses	arising	from	the	failure	of	their	constituent	financial	institutions	in	exchange	for	managing	their	constituent financial	institutions	in	accordance	with	our	credit	risk	policy.	To	the	extent	that	any	settlement	failure	resulting	from	a	constituent	financial	institution exceeds	the	limits	established	by	our	credit	risk	policy,	we	would	have	to	absorb	the	cost	of	such	settlement	failure,	which	could	materially	and	adversely affect	our	financial	condition,	operating	results	and	cash	flow.

# If	we	cannot	keep	pace	with	rapid	technological	developments	to	provide	new	and	innovative	payment	programs	and	services	or	comply	with new	laws	and	regulations,	the	use	of	our	products,	our	revenues	and	net	income	could	decline.

Rapid,	significant	technological	changes	continue	to	confront	the	payments	industry.	These	include	developments	in	smart	cards,	eCommerce, mobile,	and	radio	frequency	and	proximity	payment	devices,	such	as	contactless	cards.	We	cannot	predict	the	effect	of	technological	changes	on	our business.	In	addition	to	our	own	initiatives	and	innovations,	we	work	closely	with	third	parties,	including	some	potential	competitors,	for	the	development	of and	access	to	new	technologies.	We	expect	that	new	services	and	technologies	applicable	to	the	payments	industry	will	continue	to	emerge.	These	new services	and	technologies	may	be	superior	to,	or	render	obsolete,	the	technologies	we	currently	use	in	our	products	and	services.	In	addition,	our	ability	to adopt	new	services	and	technologies	that	we	develop	may	be	inhibited	by	industry-wide	standards,	new	laws	and	regulations,	resistance	to	change	from clients	or	merchants	or	third	parties'	intellectual	property	rights.	If	we	are	unable	to	develop	new	technologies	and	adapt	to	technological	changes	and evolving	industry	standards,	it	could	materially	and	adversely	affect	the	use	of	our	products,	our	revenues	and	net	income.

# If	our	transaction	processing	systems	are	disrupted	or	compromised,	the	perception	of	our	brands,	and	our	revenues	or	operating	results could	be	materially	and	adversely	affected.

Our	transaction	processing	systems	may	experience	service	interruptions	or	degradation	because	of	processing	or	other	technology	malfunctions, fires,	natural	disasters,	power	losses,	disruptions	in	long-distance	or	local	telecommunications	access,	fraud,	military	or	political	conflicts,	terrorist	attacks, effects	of	climate	change	or	other	catastrophic	events.

In	addition,	our	visibility	in	the	global	payments	industry	may	attract	terrorists	and	hackers	to	conduct	physical	or	computer-based	attacks.	The	latter could	include	computer	viruses,	worms	or	other	destructive	or	disruptive	software,	process	breakdowns,	denial-of-service	attacks,	malicious	social engineering	or	other	malicious	activities,	or	any	combination	of	the	foregoing.	Any	of	these	incidents	could	result	in	a	degradation	or	disruption	of	our services	or	damage	to	our	properties,	equipment	and	data.	They	could	also	compromise	data	security.	See	—Account	data	breaches	involving	card	or other	data	processed,	stored	or	transmitted	by	third	parties	or	by	us	could	adversely	affect	our	reputation	and	revenues.	If	such	attacks	are	not	detected immediately,	their	effect	could	be	compounded.	Finally,	potential	and	actual	attacks	could	also	result	in	increased	costs,	both	for	recovery	and	for prevention	against	future	attacks.

Additionally,	we	rely	on	service	providers	for	the	timely	transmission	of	information	across	our	global	data	network.	If	a	service	provider	fails	to provide	the	communications	capacity	or	services	we	require	because	of	a	natural	disaster,	operational	disruption,	terrorism	or	any	other	reason,	the	failure could	interrupt	our	services.	Because	of	the	centrality	of	our	processing	systems	to	our	business,	any	interruption	or	degradation	could	adversely	affect	the perception	of	our	brands'	reliability	and	materially	reduce	our	revenues	or	operating	results.

# Account	data	breaches	involving	card	or	other	data	processed,	stored	or	transmitted	by	third	parties	or	by	us	could	adversely	affect	our reputation	and	revenues.

Our	clients,	merchants,	other	service	providers	and	we	process,	store	or	transmit	account	holder	information	in	connection	with	Visa-branded	cards and	payment	products.	In	addition,	our	clients	may	use	third-party	processors	to	process	transactions	generated	by	cards	carrying	our	brands.	Breach	of the	systems	processing,	storing	or	transmission	of	sensitive	account	holder	data	and	other	information	could	lead	to	fraudulent	activity	involving	Visa- branded	cards,	reputational	damage	and	claims	against	us.	A	breach	may	subject	Visa	to	governmental	or	regulatory	investigations,	which	could	result	in fines	or	enforcement	actions	against	the	company.	If	we	are	sued	in	any	lawsuit	in	connection	with	any	material	data	security	breach,	we	could	be involved	in	protracted	litigation.	If	unsuccessful	in	defending	such	lawsuits,	we	may	have	to	pay	damages	or	change	our	business	practices	or	pricing structure,	any	of	which	could	have	a	material	adverse	effect	on	our	revenues	and	profitability.	In	addition,	any	reputational	damage	resulting	from	an account	data	breach	at	one	or	more	of	our	clients,	merchants	or	other	third	parties	could	decrease	the	use	and	acceptance	of	Visa-branded	cards,	which could	have	a	material	adverse	impact	on	our	payments	volume,	revenues	and	future	growth	prospects.	Finally,	any	data	security	breach	could	result	in additional	regulation,	which	could	materially	increase	our	compliance	costs.

# An	increase	in	fraudulent	or	other	illegal	activity	involving	Visa-branded	cards	or	payment	products	could	lead	to	reputational	damage	to	our brands	and	reduce	the	use	and	acceptance	of	Visa-branded	cards	or	payment	products.

Criminals	are	using	increasingly	sophisticated	methods	to	capture	account	holder	information.	They	use	this	information	to	conduct	fraudulent transactions	and	to	engage	in	other	forms	of	illegal	activities	involving	our	payment	products.	Outsourcing	and	specialization	of	functions	within	the payments	system	are	increasing.	As	a	result,	more	third	parties	are	involved	in	processing	transactions	using	Visa-branded	cards	or	payment	products.	A rise	in	fraud	levels	and	other	illegal	activities	involving	Visa-branded	cards	or	payment	products	could	lead	to	reputational	damage	to	our	brands.	This could	reduce	the	use	and	acceptance	of	Visa-branded	cards	and	payment	products,	or	lead	to	greater	regulation,	which	could	increase	our	compliance costs	and	materially	and	adversely	affect	our	payments	volume	and	revenues.

Failure	to	maintain	interoperability	with	Visa	Europe's	systems	could	damage	the	business	and	global	perception	of	the	Visa	brands . Visa	and	Visa	Europe	maintain	mostly	separate	authorization,	clearing	and	settlement	systems.	As	a	result,	we	have	to	ensure	that	the	two	systems can	process	every	transaction	involving	both	of	our	territories,	regardless	of	where	it	originates.	Visa	Europe's	independent	system	operations	could present	challenges	to	our	business	due	to	increasing	costs	and	difficulty	in	maintaining	the	interoperability	of	our	respective	systems.	Any	inconsistency	in the	payment	processing	services	and	products	between	Visa	Europe	and	us	could	negatively	affect	account	holders	from	Visa	Europe	using	payment products	in	the	countries	we	serve	or	our	account	holders	using	payment	products	in	Visa	Europe's	region.	Failure	to	authorize,	clear	and	settle	inter- territory	transactions	quickly	and	accurately	could	harm	our	business	and	impair	the	global	perception	of	our	brands.

# Structural	and	Organizational	Risks

Due	to	the	nature	of	our	relationship	and	the	terms	we	have	agreed	to	with	Visa	Europe,	we	have	little	ability	to	control	its	operations	in	its region,	and	as	a	result,	we	may	experience	added	costs	and	challenges	in	operating	our	business.

Visa	Europe's	exclusive	license	of	our	trademarks	and	technologies	under	the	Framework	Agreement	gives	us	little	ability	to	control	and	oversee Visa	Europe's	operations	in	its	region.	If	we	want	to	change	a	global	rule	or	to	implement	certain	changes	that	may	be	viewed	as	unfavorable	to	Visa Europe	and	its	members,	Visa	Europe	is	not	required	to	implement	the	changes	unless	we	agree	to	pay	for	the	associated	implementation	costs.	This may	result	in	added	costs	and	expenses	to	our	business.	Furthermore,	the	licenses	granted	under	the	Framework	Agreement	may	raise	licensing, payment	and	associated	tax	treatment	concerns.

Visa	Europe	may	hinder	our	ability	to	acquire	new	businesses	or	to	operate	them	effectively	in	its	region.	If	the	acquired	business	has	operations	in Visa	Europe's	region,	Visa	Europe	may	play	a	significant	part	in	influencing	our	ongoing	operational	decisions	and	costs	there.	Finally,	Visa	Europe	may undertake	operational	and	litigation	strategies,	including,	but	not	limited	to,	our	ongoing	litigation	in	the	U.K.	and	our	ongoing	case	with	the	European Commission,	that	may	adversely	impact	our	business	and	reputation	globally.

# If	Visa	Europe	makes	us	acquire	all	of	its	outstanding	stock	under	its	put	option,	we	are	likely	to	incur	substantial	costs	and	may	suffer	a material	and	adverse	effect	on	our	operations	and	net	income.

We	have	granted	Visa	Europe	a	put	option,	which	Visa	Europe	can	exercise	at	any	time	and	which	would	require	us	to	purchase	all	outstanding capital	stock	from	Visa	Europe's	members	within	285	days.	Given	current	economic	conditions,	the	purchase	price	under	the	terms	of	the	put	option	could likely	be	in	excess	of	$10	billion	dollars	and	we	may	need	to	obtain	third-party	financing	in	order	to	meet	our	obligation	through	the	issuance	of	either	debt or	equity.	An	equity	offering,	or	the	payment	of	part	of	the	exercise	price	with	our	stock,	would	dilute	the	ownership	interests	of	our	stockholders.	See —Future	sales	of	our	class	A	common	stock,	or	the	end	of	transfer	restrictions	on	our	class	B	common	stock,	could	result	in	dilution	to	holders	of	our existing	class	A	common	stock,	which	could	adversely	affect	their	rights	and	depress	the	market	price	of	our	class	A	common	stock.

				Sufficient	financing	might	not	be	available	to	us	within	that	time	on	reasonable	terms.	See	 Note	2—Visa	Europe	to	our	consolidated	financial	statements included	in	Item	8	of	this	report.	In	addition,	we	are	required	to	assess	any	change	in	the	fair	value	of	the	put	option	on	a	quarterly	basis	and	record adjustments	as	necessary	on	our	consolidated	statements	of	operations.	Consequently,	the	adjustments	affect	our	reported	net	income	and	earnings	per share.	These	quarterly	adjustments	and	their	resulting	impact	on	our	reported	statements	of	operations	could	be	significant.	The	existence	of	these changes	in	the	fair	value	of	the	put	option	could	adversely	affect	our	ability	to	raise	capital	and	increase	any	associated	costs.

If	we	acquire	Visa	Europe,	we	may	also	encounter	difficulties	in	integrating	Visa	Europe's	business	and	systems	into	our	existing	operations.	If	we cannot	do	so	quickly	and	cost-effectively,	the	integration	could	divert	the	time	and	resources	of	senior	management	and	other	key	resources,	disrupt	our current	operations	and	adversely	affect	our	results	of	operations.	In	addition,	we	would	become	subject	to	any	ongoing	or	future	regulatory	disputes	as	a result	of	EU	regulations	that	govern	the	operations	of	Visa	Europe.	We	may	also	be	required	to	assume	any	ongoing	or	future	litigation	involving	Visa Europe.

# If	we	cannot	remain	organizationally	effective,	we	will	be	unable	to	address	the	opportunities	and	challenges	presented	by	our	strategy	and	the increasingly	dynamic,	competitive,	economic	and	regulatory	environment.

For	us	to	remain	organizationally	effective,	we	must	effectively	empower	and	deploy	our	management	and	operational	resources,	and	incorporate both	global	and	local	perspectives	into	our	decisions	and	processes.	If	we	fail	to	do	so,	we	may	be	unable	to	expand	quickly,	and	the	results	of	our expansion	may	be	unsatisfactory.

In	addition,	if	we	are	unable	to	make	decisions	quickly,	assess	our	opportunities	and	risks,	execute	our	strategy,	and	implement	new	governance, managerial	and	organizational	processes,	as	needed,	we	may	not	be	successful	in	this	increasingly	dynamic,	competitive,	economic	and	regulatory environment.

# We	may	be	unable	to	attract	and	retain	key	management	and	other	key	employees .

Our	employees,	particularly	our	key	management,	are	vital	to	our	success.	Our	senior	management	team	has	significant	industry	experience	and would	be	difficult	to	replace.	We	may	be	unable	to	retain	them	or	to	attract	other	highly	qualified	employees,	particularly	if	we	do	not	offer	employment terms	that	are	competitive	with	the	rest	of	the	market.	Failure	to	attract,	motivate	and	retain	highly	qualified	employees,	or	failure	to	develop	and	implement a	viable	succession	plan,	could	adversely	affect	our	business	and	our	future	success.

# Acquisitions,	strategic	investments	and	entries	into	new	businesses	could	disrupt	our	business	and	harm	our	financial	condition	and	results of	operations.

Although	we	may	continue	to	make	strategic	acquisitions	or	investments	in	complementary	businesses,	products	or	technologies,	we	may	be	unable to	successfully	finance,	partner	with	or	integrate	them.	We	are	also	subject	to	the	terms	of	the	exclusive	license	granted	to	Visa	Europe	in	most acquisitions	and	major	investments	that	involve	countries	in	Visa	Europe's	territory,	which	will	impact	our	ability	to	expand	or	conduct	business	in	those regions.	Regulatory	constraints,	particularly	competition	regulations,	may	also	affect	the	extent	to	which	we	can	maximize	the	value	of	our	acquisitions	or investments.

Furthermore,	the	integration	of	any	acquisition	or	investment	will	take	time	and	resources	from	our	core	business	and	disrupt	our	operations.	We	may spend	time	and	money	on	acquisitions	or	investments	that	do	not	increase	our	revenues.	Although	we	periodically	evaluate	potential	acquisitions	of	and investments	in	businesses,	products	and	technologies	and	anticipate	continuing	to	make	these	evaluations,	we	cannot	guarantee	that	they	will	be successful.

With	the	evolution	of	technology	and	the	opening	of	new	market	segments,	we	may	choose	to	participate	in	areas	in	which	we	have	not	engaged	in the	past,	either	through	acquisitions	or	through	organic	development.	These	include	digital,	eCommerce	and	mobile	payments.	Our	recent	entry	into	these businesses	requires	additional	resources	and	presents	an	additional	degree	of	risk,	which	could	materially	and	adversely	affect	our	financial	condition	and results	of	operations.

Future	sales	of	our	class	A	common	stock,	or	the	end	of	transfer	restrictions	on	our	class	B	common	stock,	could	result	in	dilution	to	holders of	our	existing	class	A	common	stock,	which	could	adversely	affect	their	rights	and	depress	the	market	price	of	our	class	A	common	stock.

The	market	price	of	our	class	A	common	stock	could	fall	as	a	result	of	many	factors.	Under	our	retrospective	responsibility	plan,	upon	final	resolution of	our	covered	litigation,	all	class	B	common	stock	will	become	convertible	into	class	A	common	stock.	Future	offerings	of	our	class	A	common	stock	or	the end	of	the	transfer	restrictions	on	our	class	B	common	stock	would	increase	the	number	of	class	A	common	stock	outstanding,	which	could	adversely affect	the	market	price	and	dilute	the	voting	power	of	our	existing	class	A	common	stock.	The	market	price	of	our	class 	A	common	stock	may	also	suffer from	the	perception	that	such	an	increase	in	the	number	of	class	A	common	stock	outstanding	could	occur	in	the	future.

# If	funds	are	released	from	escrow	after	the	resolution	of	the	litigation	covered	by	our	retrospective	responsibility	plan,	the	value	of	our	class	A common	stock	will	be	diluted.

Under	our	retrospective	responsibility	plan,	funds	still	in	the	escrow	account	after	the	resolution	of	all	covered	litigation	will	be	released	back	to	us.	At that	time,	each	share	of	class	B	common	stock	will	become	convertible	into	shares	of	class	A	common	stock,	benefiting	the	holders	of	class 	B	common stock.	This	in	turn	will	result	in	dilution	of	the	interest	of	holders	of	class	A	common	stock.	The	amount	of	funds	released	and	the	market	price	of	our	class A	common	stock	will	determine	the	extent	of	the	dilution.

# Holders	of	our	class	B	and	C	common	stock	have	voting	rights	concerning	certain	significant	corporate	transactions,	and	their	interests	in	our business	may	be	different	from	those	of	holders	of	our	class	A	common	stock.

Although	their	voting	rights	are	limited,	holders	of	our	class	B	and	C	common	stock	can	vote	on	certain	significant	transactions.	These	include	a proposed	consolidation	or	merger,	a	decision	to	exit	our	core	payments	business	and	any	other	vote	required	under	Delaware	law.	The	holders	of	these shares	may	not	have	the	same	incentive	to	approve	a	corporate	action	that	may	be	favorable	to	the	holders	of	class	A	common	stock,	and	their	interests may	otherwise	conflict	with	holders	of	class	A	common	stock.

# Anti-takeover	provisions	in	our	governing	documents	and	under	Delaware	law	could	delay	or	prevent	a	takeover	attempt	or	a	change	in control.

Provisions	contained	in	our	current	certificate	of	incorporation,	in	our	current	bylaws	and	under	Delaware	law	could	delay	or	prevent	a	merger	or acquisition	that	our	stockholders	may	consider	favorable.	For	instance,	except	for	limited	exceptions,	no	person	may	beneficially	own	more	than	15%	of our	class	A	common	stock	(or	15%	of	our	total	outstanding	common	stock	on	an	as-converted	basis),	unless	our	board	of	directors	approves	the acquisition	of	such	shares	in	advance.	In	addition,	except	for	common	stock	previously	issued	in	connection	with	our	reorganization	to	Visa	Members,	as defined	in	our	current	certificate	of	incorporation,	no	competitor	or	an	affiliate	of	a	competitor	may	hold	more	than	5%	of	our	total	outstanding	common stock	on	an	as-converted	basis.

# Our	ability	to	pay	regular	dividends	to	holders	of	our	common	stock	in	the	future	is	subject	to	the	discretion	of	our	board	of	directors	and	will be	limited	by	our	ability	to	generate	sufficient	earnings	and	cash	flows.

Since	August	2008,	we	have	paid	cash	dividends	quarterly	on	our	class	A,	B	and	C	common	stock.	The	payment	of	dividends,	if	any,	is	subject	to	the discretion	of	our	board	of	directors	after	taking	into	account	various	factors,	including,	but	not	limited	to,	our	financial	condition,	operating	results,	capital requirements,	covenants	in	our	debt	instruments	and	other	factors	that	our	board	of	directors	may	deem	relevant.	If,	as	a	result	of	these	factors,	we	cannot generate	sufficient	earnings	and	cash	flows	from	our	business,	we	may	not	be	able	to	pay	dividends	to	all	of	our	stockholders.	Specifically,	if	a	dividend	is declared	or	paid,	an	equivalent	amount	must	be	paid	on	each	class	or	series	of	our	common	stock.

# ITEM	1B. Unresolved	Staff	Comments

Not	applicable.

# ITEM	2. Properties

At	September	30,	2014,	we	owned	and	leased	approximately	3.2	million	square	feet	of	office	and	processing	center	space	in	40	countries	around	the world,	of	which	approximately	1.9	million	square	feet	are	owned	and	the	remaining	1.3	million	square	feet	are	leased.	Our	corporate	headquarters	is located	in	the	San	Francisco	Bay	Area	and	consists	of	four	buildings	that	we	own,	totaling	0.9	million	square	feet,	and	0.1	million	square	feet	of	office space	that	we	lease.	We	also	own	an	office	building	in	Miami,	Florida,	totaling	approximately	0.2	million	square	feet.

In	addition,	we	own	and	operate	two	primary	processing	centers	with	adjacent	office	facilities	in	the	United	States,	totaling	approximately	0.8	million square	feet.

We	believe	that	these	facilities	are	suitable	and	adequate	to	support	our	ongoing	business	needs.

# ITEM	3. Legal	Proceedings

Refer	to	Note	20—Legal	Matters	to	our	consolidated	financial	statements	included	in Item	8	of	this	report.

# ITEM	4. Mine	Safety	Disclosures

# PART	II

# ITEM	5. Market	for	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities

# Price	Range	of	Common	Stock

Our	class	A	common	stock	has	been	listed	on	the	New	York	Stock	Exchange	under	the	symbol	"V"	since	March	19,	2008.	At	 September	30,	2014, we	had	327	stockholders	of	record	of	our	class	A	common	stock.	The	number	of	beneficial	owners	is	substantially	greater	than	the	number	of	record holders,	because	a	large	portion	of	our	class	A	common	stock	is	held	in	"street	name"	by	banks	and	brokers.	The	following	table	sets	forth	the	intra-day high	and	low	sale	prices	for	our	class	A	common	stock	in	each	of	our	last	eight	fiscal	quarters:

| Fiscal	2014 | High | Low |
| :--- | :--- | :--- |
| First\tQuarter | $222.72 | $180.11 |
| Second\tQuarter | $235.50 | $210.52 |
| Third\tQuarter | $218.16 | $194.84 |
| Fourth\tQuarter | $224.75 | $208.21 |

| Fiscal	2013 | High | Low |
| :--- | :--- | :--- |
| First\tQuarter | $152.51 | $134.87 |
| Second\tQuarter | $170.96 | $153.93 |
| Third\tQuarter | $185.23 | $161.27 |
| Fourth\tQuarter | $200.86 | $170.99 |

There	is	currently	no	established	public	trading	market	for	our	class	B	or	class	C	common	stock.	There	were	1,683	and	831	holders	of	record	of	our class	B	common	stock	and	class	C	common	stock,	respectively,	as	of	September	30,	2014.

# Dividend	Declaration	and	Policy

During	the	fiscal	years	ended	September	30,	2014	and	2013,	we	paid	the	following	quarterly	cash	dividends	per	share	of	our	class	A	common	stock (determined	in	the	case	of	class	B	and	C	common	stock,	on	an	as-converted	basis)	to	all	holders	of	record	of	our	class	A,	B	and	C	common	stock.

| Fiscal	2013 | Dividend<br>Per	Share |
| :--- | :--- |
| First\tQuarter | $0.33 |
| Second\tQuarter | $0.33 |
| Third\tQuarter | $0.33 |
| Fourth\tQuarter | $0.33 |

Additionally,	in	October	2014,	our	board	of	directors	declared	a	quarterly	cash	dividend	of	 $0.48	per	share	of	class	A	common	stock	(determined	in the	case	of	class	B	and	C	common	stock,	on	an	as-converted	basis)	payable	on	December	2,	2014,	to	holders	of	record	as	of	 November	14,	2014	of	our class	A,	B	and	C	common	stock.

Subject	to	legally	available	funds,	we	expect	to	continue	paying	quarterly	cash	dividends	on	our	outstanding	class	A,	B	and	C	common	stock	in	the future.	However,	the	declaration	and	payment	of	future	dividends	is	at	the	sole

discretion	of	our	board	of	directors	after	taking	into	account	various	factors,	including,	but	not	limited	to,	our	financial	condition,	settlement indemnifications,	operating	results,	available	cash	and	current	and	anticipated	cash	needs.

# Issuer	Purchases	of	Equity	Securities

The	table	below	sets	forth	the	information	with	respect	to	purchases	of	the	Company's	common	stock	made	by	or	on	behalf	of	the	Company	during the	quarter	ended	September	30,	2014.

|  |  |  | Total |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | number\tof | Approximate |
|  |  |  | shares | dollar\tvalue |
|  |  |  | purchased |  |
|  |  |  | as\tpart\tof | of\tshares\tthat |
|  | Total |  | publicly | may\tyet\tbe |
|  | number\tof | Average | announced | purchased |
|  | shares | price\tpaid | plans\tor | \tunder\tthe\tplans\tor |
| Period | purchased\t(1) | per\tshare | programs\t(2) | programs\t(2) |
| July\t1-31,\t2014 | 957,475 | $212.97 | 949,538 | $1,603,884,208 |
| August\t1-31,\t2014 | 2,225,318 | $210.74 | 2,225,087 | $1,134,930,868 |
| September\t1-30,\t2014 | 11,609 | $212.96 | 11,609 | $682,458,392 |
| Total | 3,194,402 | $211.42 | 3,186,234 |  |

(1) Includes	8,168	shares	of	class	A	common	stock	withheld	at	an	average	price	of	 $211.22	per	share	(per	the	terms	of	grants	under	the	Visa	2007	Equity Incentive	Compensation	Plan)	to	offset	tax	withholding	obligations	that	occur	upon	vesting	and	release	of	restricted	shares.

(2)	 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.

(3)	 Remaining	authorized	funds	are	reduced	by	the	fiscal	2014	cash	deposit	of	 $450	million	into	the	litigation	escrow	account	under	the	retrospective responsibility	plan.	See	Note	3—Retrospective	Responsibility	Plan.	In	October	2014,	the	Company's	board	of	directors	authorized	an	additional $5.0 billion	share	repurchase	program.

# EQUITY	COMPENSATION	PLAN	INFORMATION

The	table	below	presents	information	as	of	 September	30,	2014,	for	the	Visa	2007	Equity	Incentive	Compensation	Plan,	or	the	EIP,	which	was	approved by	our	stockholders.	We	do	not	have	any	equity	compensation	plans	that	have	not	been	approved	by	our	stockholders,	except	as	noted	in	note	(2)	in	the table	below.	For	a	description	of	the	awards	issued	under	the	EIP,	see	Note	16—Share-based	Compensation	to	our	consolidated	financial	statements included	in	Item	8—Financial	Statements	and	Supplementary	Data	of	this	report.

| Plan	Category | (a)<br>Number	of	shares<br>of	class	A<br>common	stock	issuable	upon<br>exercise	of<br>outstanding	options |  | Weighted-average<br>exercise	price	of<br>outstanding	options | Number	of	shares	of<br>class	A<br>common	stock<br>remaining	available	for<br>future	issuance	under<br>equity	compensation<br>plans	(excluding	shares<br>reflected	in	column	(a)) |
| :--- | :--- | :--- | :--- | :--- |
| Equity\tcompensation\tplans\tapproved\tby\nstockholders | 2,732,493 | (1) | $92.89 | 39,165,266 |
| Equity\tcompensation\tplans\tnot\tapproved\tby\nstockholders | 179,933 | (2) | $47.50 | — |
| Total | 2,912,426 |  | $90.08 | 39,165,266 |

(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,	2014,	pursuant	to	outstanding	restricted	stock	units	and	performance	shares	totals 466,733	and	518,810,	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	fiscal 2010	acquisition.	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

The	following	table	presents	selected	Visa	Inc.	financial	data	for	fiscal	 2014,	2013,	2012,	2011	and	2010.	The	data	below	should	be	read	in conjunction	with	Item	7—Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations 	and	Item	8—Financial	Statements	and Supplementary	Data	of	this	report.

# Selected	Financial	Data

(1)	 During	fiscal	2013,	we	made	payments	from	the	litigation	escrow	account	totaling	 $4.4	billion	in	connection	with	the	covered	litigation.	During	fiscal 2014,	the	court	entered	the	final	judgment	order	approving	the	settlement	with	the	class	plaintiffs	in	the	interchange	multidistrict	litigation	proceedings, which	is	subject	to	the	adjudication	of	any	appeals.	Certain	merchants	in	the	settlement	classes,	however,	have	objected	to	the	settlement	and	a number	of	merchants	have	filed	opt-out	claims.	Takedown	payments	of	approximately	$1.1	billion	related	to	the	opt-out	merchants	were	received	and deposited	into	the	litigation	escrow	account.The	deposit	into	the	litigation	escrow	account	and	a	related	increase	in	accrued	litigation	to	address	opt-out claims	were	recorded	in	the	second	quarter	of	fiscal	2014.	In	the	fourth	quarter	of	fiscal	2014,	an	additional	accrual	of	$450	million	associated	with these	opt-out	claims	was	recorded	and	payments	totaling	$57	million	were	made	from	the	litigation	escrow	account	reflecting	settlements	with	a number	of	individual	opt-out	merchants,	resulting	in	an	accrued	balance	of	$1.4	billion	related	to	covered	litigation	as	of	September	30,	2014.	See 	Note 3—Retrospective	Responsibility	Plan	and	Note	20—Legal	Matters	to	our	consolidated	financial	statements	included	in Item	8—Financial	Statements and	Supplementary	Data	of	this	report.

(2)	 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	and	interest,	which	increased net	income	by	$326	million.

# ITEM	7. Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations

This	management's	discussion	and	analysis	provides	a	review	of	the	results	of	operations,	financial	condition	and	liquidity	and	capital	resources	of Visa	Inc.	and	its	subsidiaries	("Visa,"	"we,"	"our"	and	the	"Company")	on	a	historical	basis	and	outlines	the	factors	that	have	affected	recent	earnings,	as well	as	those	factors	that	may	affect	future	earnings.	The	following	discussion	and	analysis	should	be	read	in	conjunction	with	the	consolidated	financial statements	and	related	notes	included	in	Item	8	of	this	report.

# Overview

Visa	is	a	global	payments	technology	company	that	connects	consumers,	businesses,	financial	institutions	and	governments	in	more	than	200 countries	and	territories	to	fast,	secure	and	reliable	electronic	payments.	We	provide	our	financial	institution	clients	with	a	global	payments	infrastructure and	support	services	for	the	delivery	of	Visa-branded	payment	products,	including	credit,	debit	and	prepaid.	We	facilitate	global	commerce	through	the transfer	of	value	and	information	among	financial	institutions,	merchants,	consumers,	businesses	and	government	entities.	Each	of	these	constituencies has	played	a	key	role	in	the	ongoing	worldwide	migration	from	paper-based	to	electronic	forms	of	payment,	and	we	believe	that	this	transformation continues	to	yield	significant	growth	opportunities,	particularly	outside	the	United	States.	We	continue	to	explore	additional	opportunities	to	enhance	our competitive	position	by	expanding	the	scope	of	payment	solutions	we	provide.

Overall	economic	conditions.	Our	business	is	affected	by	overall	economic	conditions	and	consumer	spending.	Our	business	performance	during fiscal	2014	reflects	the	impacts	of	a	modest	global	economic	recovery.

Financial	highlights.	During	fiscal	2014,	we	recorded	net	income	of	$5.4	billion	or	$8.62	diluted	earnings	per	share,	an	increase	of	9%	and	14%	over the	prior	year,	respectively.	For	fiscal	2014,	2013	and	2012,	we	recorded	adjusted	net	income	and	diluted	earnings	per	share	as	follows:

|  |  | Fiscal	Year	ended<br>September	30, |  | %	Change(1) |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2014 | 2013 | 2012 | 2014\nvs.\n2013 | 2013\nvs.\n2012 |
|  |  |  | (in\tmillions,\texcept\tpercentages) |  |  |
| Net\tincome,\tas\tadjusted(2) | $5,721 | $4,980 | $4,203 | 15% | 18% |
| Diluted\tearnings\tper\tshare,\tas\tadjusted (2) | $9.07 | $7.59 | $6.20 | 19% | 23% |

(1)	 Figures	in	the	tables	may	not	recalculate	exactly	due	to	rounding.	Percentage	changes	are	calculated	based	on	unrounded	numbers.

(2)	 Adjusted	net	income	and	diluted	earnings	per	share	in	fiscal	2014	and	2012	exclude	the	impact	of	several	significant	items	that	we	believe	are	not indicative	of	our	operating	performance,	as	they	are	either	non-recurring,	have	no	cash	impact	or	are	related	to	amounts	covered	by	the	retrospective responsibility	plan.	For	a	full	reconciliation	of	our	adjusted	financial	results,	see	tables	in	Adjusted	financial	results	below.	There	were	no	comparable adjustments	recorded	during	fiscal	2013.

We	recorded	net	operating	revenues	of	$12.7	billion	for	fiscal	2014,	an	increase	of	8%	over	the	prior	year	driven	by	continued	growth	in	our underlying	business	drivers:	nominal	payments	volume;	processed	transactions;	and	cross-border	volume.	The	general	strengthening	of	the	U.S.	dollar during	the	year	resulted	in	a	two	percentage	point	decline	in	total	operating	revenue	growth.

Total	operating	expenses	for	fiscal	2014	were	$5.0	billion,	and	included	$450	million	of	litigation	provision	related	to	the	interchange	multidistrict litigation.	Excluding	this	provision,	adjusted	operating	expenses	remained	flat	at	$4.6	billion	over	prior	year	operating	expenses,	primarily	due	to	a reduction	in	professional	fees	and	personnel	expenses,	offset	by	continued	investments	in	infrastructure,	technology	and	network	processing	to	support our	global	growth	initiatives.

Adjusted	financial	results.	Our	financial	results	for	fiscal	2014	and	2012	reflect	the	impact	of	several	significant	items	that	we	believe	are	not indicative	of	our	operating	performance	in	the	prior	or	future	years,	as	they	are	either	non-recurring,	have	no	cash	impact	or	are	related	to	amounts covered	by	the	retrospective	responsibility	plan.	As	such,	we	believe	the	presentation	of	adjusted	financial	results	excluding	the	following	amounts provides	a	clearer	understanding	of	our	operating	performance	for	the	periods	presented.

The	following	tables	present	our	adjusted	financial	results	for	fiscal	2014	and	2012.	There	were	no	comparable	adjustments	recorded	during	fiscal

|  |  |  | Net	Income |  | Diluted	Earnings	Per |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Operating\tMargin | Attributable\tto\tVisa |  | Share |
| (in\tmillions,\texcept\tfor\tpercentages\tand\tper\tshare\tdata) | Operating\tExpenses | (1),(2) | Inc. |  | (2) |
| As\treported | $5,005 | 61% | $5,438 |  | $8.62 |
| Litigation\tprovision(3) | (450) | 4% | 283 | (3\t) | 0.45 |
| As\tadjusted | $4,555 | 64% | $5,721 |  | $9.07 |
| Diluted\tweighted-average\tshares\toutstanding,\tas\treported |  |  |  |  | 631 |
|  |  | Fiscal\t2013 |  |  |  |
|  |  |  | Net\tIncome |  | Diluted\tEarnings\tPer |
|  |  | Operating\tMargin | Attributable\tto\tVisa |  | Share |
| (in\tmillions,\texcept\tfor\tpercentages\tand\tper\tshare\tdata) | Operating\tExpenses | (1),(2) | Inc. |  | (2) |
| As\treported | $4,539 | 61% | $4,980 |  | $7.59 |
| Diluted\tweighted-average\tshares\toutstanding,\tas\treported |  |  |  |  | 656 |
|  |  | Fiscal\t2012 |  |  |  |
|  |  |  | Net\tIncome |  | Diluted\tEarnings\tPer |
|  |  | Operating\tMargin | Attributable\tto\tVisa |  | Share |
| (in\tmillions,\texcept\tfor\tpercentages\tand\tper\tshare\tdata) | Operating\tExpenses | (1),(2) | Inc. |  | (2) |
| As\treported | $8,282 | 21% | $2,144 |  | $3.16 |
| Litigation\tprovision(3) | (4,098) | 39% | 2,593 | (3\t) | 3.82 |
| Reversal\tof\ttax\treserves(4) | — | — | (326) |  | (0.48) |
| Impact\tof\tdeferred\ttax\tadjustment(4) | — | — | (208) |  | (0.31) |
| As\tadjusted | $4,184 | 60% | $4,203 |  | $6.20 |
| Diluted\tweighted-average\tshares\toutstanding,\tas\treported |  |  |  |  | 678 |

(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.	Operating	margin	and	diluted	earnings	per	share	figures	are	calculated	based	on unrounded	numbers,	not	the	rounded	numbers	presented.

(3)	 During	fiscal	2014	and	2012,	we	recorded	litigation	provisions	of	 $450	million	and	$4.1	billion,	respectively,	and	related	tax	benefits,	associated	with	the interchange	multidistrict	litigation.	The	tax	impact	is	determined	by	applying	applicable	federal	and	state	tax	rates	to	the	litigation	provision.	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	20—Legal	Matters	to	our	consolidated	financial	statements.

(4)	 During	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	fiscal	2011.	This	resulted	in	a	non-recurring	increase	in	net	income	for	fiscal	2012	by	$326 million.	Additionally,	our	reported	financial	results	benefited	from	a	non-recurring,	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.	See	Note	19—Income	Taxes	to	our	consolidated financial	statements.

Interchange	multidistrict	litigation.	On	October	19,	2012,	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.	On	December	10,	2012,	Visa	paid	approximately $4.0	billion	from	the	litigation	escrow	account	into	a	settlement	fund	established	pursuant	to	the	definitive	class	settlement	agreement.	On	January	14, 2014,	the	court	entered	the	final	judgment	order	approving	the	settlement	with	the	class	plaintiffs,	which	is	subject	to	the	adjudication	of	any	appeals. Certain	merchants	in	the	proposed	settlement	classes,	however,	have	objected	to	the	settlement	and	a	number	of	merchants	have	filed	opt-out	claims. Takedown	payments	of	approximately	$1.1	billion	related	to	the	opt-out	merchants	were	received	on	January	27,	2014,	and	deposited	into	the	litigation escrow	account.	The	deposit	into	the	litigation	escrow	account	and	a	related	increase	in	accrued

litigation	to	address	opt-out	claims	were	recorded	in	the	second	quarter	of	fiscal	2014.	In	the	fourth	quarter	of	fiscal	2014,	we	deposited	 $450	million	of operating	cash	into	the	litigation	escrow	account	and	recorded	an	additional	accrual	of	$450	million	associated	with	the	opt-out	claims,	resulting	in	an accrued	litigation	balance	related	to	covered	litigation	of	$1.4	billion	at	September	30,	2014.	See	Note	3—Retrospective	Responsibility	Plan	and	Note	20— Legal	Matters	to	our	consolidated	financial	statements.

Reduction	in	as-converted	shares.	During	fiscal	2014,	total	as-converted	class	A	common	stock	was	reduced	by	 22	million	shares,	at	an	average price	of	$209.15	per	share,	using	$4.6	billion	of	operating	cash	on	hand.	Of	the	$4.6	billion,	$4.1	billion	was	used	to	repurchase	class	A	common	stock	in the	open	market.	In	addition,	we	deposited	$450	million	of	operating	cash	into	the	litigation	escrow	account	previously	established	under	the	retrospective responsibility	plan.	The	deposit	has	the	same	economic	effect	on	earnings	per	share	as	repurchasing	our	class	A	common	stock,	because	it	reduces	the class	B	conversion	rate	and	consequently	the	as-converted	class	A	common	stock	share	count.	See	Note	3—Retrospective	Responsibility	Plan	and	Note 14—Stockholders'	Equity	to	our	consolidated	financial	statements.

The	stock	repurchases	and	litigation	escrow	deposit	discussed	above	reduced	the	funds	from	the	 $5.0	billion	share	repurchase	program	authorized by	our	board	of	directors	in	October	2013.	As	of	September	30,	2014,	the	program	had	remaining	authorized	funds	of	 $682	million.	All	share	repurchase programs	authorized	prior	to	October	2013	have	been	completed.	In	October	2014,	our	board	of	directors	authorized	an	additional	 $5.0	billion	share repurchase	program.	See	Note	14—Stockholders'	Equity	to	our	consolidated	financial	statements.

Nominal	payments	volume	and	transaction	counts.	 Payments	volume	is	the	primary	driver	for	our	service	revenues,	and	the	number	of	processed transactions	is	the	primary	driver	for	our	data	processing	revenues.	Nominal	payments	volume	growth	in	the	United	States	gained	momentum	over	the prior	year,	with	sustained	double-digit	growth	in	consumer	credit,	elevated	growth	in	consumer	debit,	which	had	been	negatively	impacted	by	the	Dodd- Frank	Act	beginning	April	1,	2012,	and	double-digit	growth	in	commercial	products.	Nominal	international	payments	volume	growth	was	negatively impacted	by	the	overall	strengthening	of	the	U.S.	dollar.	On	a	constant-dollar	basis,	which	excludes	the	impact	of	exchange	rate	movements,	our international	payments	volume	growth	rate	for	the	12	months	ended	June	30,	2014	is	15%	compared	to	14%	for	the	prior	year	comparable	period. Continued	double-digit	growth	in	the	number	of	processed	transactions	accelerated	modestly	over	the	prior	year,	reflecting	the	ongoing	worldwide	shift	to electronic	currency.

# The	following	tables	present	nominal	payments	volume.(1)

|  | ended | ended |  | ended | ended |  | ended | ended |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | June\t30, | June\t30, |  | June\t30, | June\t30, |  | June\t30, | June\t30, |  |
|  | 2014 | 2013 | % | 2014 | 2013 | % | 2014 | 2013 | % |
|  | (2) | (2) | Change | (2) | (2) | Change | (2) | (2) | Change |
|  |  |  |  |  | (in\tbillions,\texcept\tpercentages) |  |  |  |  |
| Nominal\tpayments\tvolume |  |  |  |  |  |  |  |  |  |
| Consumer\tcredit | $872 | $786 | 11% | $1,600 | $1,498 | 7% | $2,471 | $2,284 | 8% |
| Consumer\tdebit(3) | 1,127 | 1,046 | 8% | 454 | 392 | 16% | 1,581 | 1,438 | 10% |
| Commercial(4) | 370 | 334 | 11% | 145 | 140 | 3% | 515 | 474 | 9% |
| Total\tnominal\tpayments\nvolume | $2,369 | $2,167 | 9% | $2,198 | $2,030 | 8% | $4,567 | $4,196 | 9% |
| Cash\tvolume | 468 | 446 | 5% | 2,122 | 2,083 | 2% | 2,590 | 2,529 | 2% |
| Total\tnominal\tvolume(5) | $2,837 | $2,613 | 9% | $4,320 | $4,113 | 5% | $7,157 | $6,726 | 6% |
|  |  | United\tStates |  |  | International |  |  | Visa\tInc. |  |
|  | 12\tmonths | 12\tmonths |  | 12\tmonths | 12\tmonths |  | 12\tmonths | 12\tmonths |  |

|  | ended | ended |  | ended | ended |  | ended | ended |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | June\t30, | June\t30, |  | June\t30, | June\t30, |  | June\t30, | June\t30, |  |
|  | 2013 | 2012 | % | 2013 | 2012 | % | 2013 | 2012 | % |
|  | (2) | (2) | Change | (2) | (2) | Change | (2) | (2) | Change |
|  |  |  |  |  | (in\tbillions,\texcept\tpercentages) |  |  |  |  |
| Nominal\tpayments\tvolume |  |  |  |  |  |  |  |  |  |
| Consumer\tcredit | $786 | $710 | 11% | $1,498 | $1,374 | 9% | $2,284 | $2,085 | 10% |
| Consumer\tdebit(3) | 1,046 | 1,045 | —% | 392 | 329 | 19% | 1,438 | 1,375 | 5% |
| Commercial(4) | 334 | 311 | 8% | 140 | 130 | 8% | 474 | 440 | 8% |
| Total\tnominal\tpayments\nvolume | $2,167 | $2,066 | 5% | $2,030 | $1,833 | 11% | $4,196 | $3,900 | 8% |
| Cash\tvolume | 446 | 437 | 2% | 2,083 | 1,920 | 8% | 2,529 | 2,357 | 7% |
| Total\tnominal\tvolume(5) | $2,613 | $2,503 | 4% | $4,113 | $3,754 | 10% | $6,726 | $6,257 | 7% |
| The\tfollowing\ttable\tpresents\tnominal\tand\tconstant\tpayments\tvolume\tgrowth.^(1) |  |  |  |  |  |  |  |  |  |
|  |  |  | International |  |  |  | Visa\tInc. |  |  |
|  | 12\tmonths | 12\tmonths |  | 12\tmonths |  | 12\tmonths |  | 12\tmonths |  |

     The	following	table	presents	nominal	and	constant	payments	volume	growth.^(1)

|  | ended<br>June	30,<br>2014	vs	2013<br>Nominal(2) | Constant(6) | ended<br>June	30,<br>2013	vs	2012<br>Nominal(2) | Constant(6) | ended<br>June	30,<br>2014	vs	2013<br>Nominal(2) | Constant(6) | ended<br>June	30,<br>2013	vs	2012<br>Nominal(2) | Constant(6) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Payments\tvolume\tgrowth |  |  |  |  |  |  |  |  |
| Consumer\tcredit | 7% | 13% | 9% | 12% | 8% | 12% | 10% | 12% |
| Consumer\tdebit(3) | 16% | 24% | 19% | 24% | 10% | 12% | 5% | 5% |
| Commercial(4) | 3% | 10% | 8% | 11% | 9% | 11% | 8% | 8% |
| Total\tpayments\tvolume\ngrowth | 8% | 15% | 11% | 14% | 9% | 12% | 8% | 9% |
| Cash\tvolume\tgrowth | 2% | 9% | 8% | 12% | 2% | 8% | 7% | 10% |
| Total\tvolume\tgrowth | 5% | 12% | 10% | 13% | 6% | 11% | 7% | 9% |

(2)	 Service	revenues	in	a	given	quarter	are	assessed	based	on	nominal	payments	volume	in	the	prior	quarter.	Therefore,	service	revenues	reported	for the	twelve	months	ended	September	30,	2014,	2013	and	2012,	were	based	on	nominal	payments	volume	reported	by	our	financial	institution	clients	for the	twelve	months	ended	June	30,	2014,	2013	and	2012,	respectively.

(3) Includes	prepaid	volume.

(4) Includes	large,	middle	and	small	business	credit	and	debit,	as	well	as	prepaid	volume.

(5)	 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	on	Visa-branded	cards	and	payment	products.	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	review	by	Visa.	From	time	to	time,	previously	submitted	volume	information	may	be	updated.	Prior	period	updates	are	not	material.

(6) Growth	on	a	constant-dollar	basis	excludes	the	impact	of	foreign	currency	fluctuations	against	the	U.S.	dollar.

The	table	below	provides	the	number	of	transactions	processed	by	our	VisaNet	system,	and	billable	transactions	processed	by	CyberSource's network	during	the	fiscal	periods	presented.(1)

|  | 2014 | 2013 | 2012 | 2014	vs.	2013<br>%	Change | 2013	vs.	2012<br>%	Change |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tmillions,\texcept\tpercentages) |  |  |
| Visa\tprocessed\ttransactions(2) | 64,944 | 58,472 | 53,324 | 11% | 10% |
| CyberSource\tbillable\ttransactions(3) | 7,549 | 6,533 | 5,182 | 16% | 26% |

(1)	 Figures	in	the	table	may	not	recalculate	exactly	due	to	rounding.	Percentage	changes	are	calculated	based	on	unrounded	numbers.

(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	payments	network	connectivity,	fraud	management,	payment	security management,	tax	services	and	delivery	address	verification.

# Results	of	Operations

# Operating	Revenues

Our	operating	revenues	are	primarily	generated	from	payments	volume	on	Visa-branded	cards	and	payment	products	for	purchased	goods	and services,	as	well	as	the	number	of	transactions	processed	on	our	network.	We	do	not	earn	revenues	from,	or	bear	credit	risk	with	respect	to,	interest	or fees	paid	by	account	holders	on	Visa-branded	cards	or	payment	products.	Our	issuing	clients	have	the	responsibility	for	issuing	cards	and	other	payment products,	and	determining	the	interest	rates	and	fees	paid	by	account	holders.	We	generally	do	not	earn	revenues	from	the	fees	that	merchants	are charged	for	acceptance	by	the	acquirers,	including	the	merchant	discount	rate.	Our	acquiring	clients	are	generally	responsible	for	soliciting	merchants, and	establishing	and	earning	these	fees.

# The	following	sets	forth	the	components	of	our	operating	revenues:

Service	revenues	consist	mainly	of	revenues	earned	for	providing	financial	institution	clients	with	support	services	for	the	delivery	of	Visa-branded payment	products	and	solutions.	Current	quarter	service	revenues	are	primarily	assessed	using	a	calculation	of	current	pricing	applied	to	the	prior quarter's	payments	volume.	Service	revenues	also	include	assessments	designed	to	support	ongoing	acceptance	and	volume	growth	initiatives,	which	are recognized	in	the	same	period	the	related	volume	is	transacted.

Data	processing	revenues	are	earned	for	authorization,	clearing,	settlement,	network	access	and	other	maintenance	and	support	services	that facilitate	transaction	and	information	processing	among	our	clients	globally	and	with	Visa	Europe.	Data	processing	revenues	are	also	earned	for transactions	processed	by	CyberSource's	online	payment	gateway	platform.	Data	processing	revenues	are	recognized	in	the	same	period	the	related transactions	occur	or	services	are	rendered.

International	transaction	revenues	are	earned	for	cross-border	transaction	processing	and	currency	conversion	activities.	Cross-border	transactions arise	when	the	country	of	origin	of	the	issuer	is	different	from	that	of	the	merchant.	International	transaction	revenues	are	primarily	generated	by	cross- border	payments	and	cash	volume.

Other	revenues	consist	mainly	of	license	fees	for	use	of	the	Visa	brand,	revenues	earned	from	Visa	Europe	in	connection	with	the	Visa	Europe Framework	Agreement,	fees	from	account	holder	services,	licensing	and	certification,	and	other	activities	related	to	our	acquired	entities.	Other	revenues also	include	optional	service	or	product	enhancements,	such	as	extended	account	holder	protection	and	concierge	services.

Client	incentives	consist	of	long-term	contracts	with	financial	institution	clients	and	other	business	partners	for	various	programs	designed	to	build payments	volume,	increase	Visa-branded	card	and	product	acceptance	and	win	merchant	routing	transactions	over	our	network.	These	incentives	are primarily	accounted	for	as	reductions	to	operating	revenues.

# Operating	Expenses

Personnel	includes	salaries,	employee	benefits,	incentive	compensation,	share-based	compensation	and	contractor	expense.

Network	and	processing	mainly	represents	expenses	for	the	operation	of	our	processing	network,	including	maintenance,	equipment	rental	and	fees for	other	data	processing	services.

Marketing	includes	expenses	associated	with	advertising	and	marketing	campaigns,	sponsorships	and	other	related	promotions	of	the	Visa	brand.

Professional	fees	mainly	consist	of	fees	for	consulting,	legal	and	other	professional	services.

Depreciation	and	amortization	includes	depreciation	expense	for	property	and	equipment,	as	well	as	amortization	of	purchased	and	internally developed	software.	Also	included	in	this	amount	is	amortization	of	finite-lived	intangible	assets	primarily	obtained	through	acquisitions.

General	and	administrative	mainly	consists	of	facilities	costs,	travel	activities,	foreign	exchange	gains	and	losses	and	other	corporate	expenses	in support	of	our	business.

Litigation	provision	is	an	estimate	of	litigation	expense	and	is	based	on	management's	understanding	of	our	litigation	profile,	the	specifics	of	the cases,	advice	of	counsel	to	the	extent	appropriate	and	management's	best	estimate	of	incurred	loss	as	of	the	balance	sheet	date.

# Non-operating	Income

Non-operating	income	mainly	includes	income,	gains	and	losses	earned	on	investments,	accrued	interest	and	penalties	related	to	reserves	for uncertain	tax	positions	and	the	change	in	the	fair	value	of	the	Visa	Europe	put	option.

The	following	table	sets	forth	our	operating	revenues	earned	in	the	United	States,	internationally	and	from	Visa	Europe.	Revenues	earned	from	Visa Europe	are	a	result	of	our	contractual	arrangement	with	Visa	Europe,	as	governed	by	the	Framework	Agreement	that	provides	for	trademark	and technology	licenses	and	bilateral	services.	See	Note	2—Visa	Europe	to	our	consolidated	financial	statements.

|  |  | Fiscal	Year	ended<br>September	30, |  | $	Change |  | %	Change(1) |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2014 | 2013 | 2012 | 2014\nvs.\n2013 | 2013\nvs.\n2012 | 2014\nvs.\n2013 | 2013\nvs.\n2012 |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |  |
| United\tStates | $6,847 | $6,379 | $5,720 | $468 | $659 | 7% | 12% |
| International | 5,629 | 5,177 | 4,478 | 452 | 699 | 9% | 16% |
| Visa\tEurope | 226 | 222 | 223 | 4 | (1) | 2% | —% |
| Total\toperating\trevenues | $12,702 | $11,778 | $10,421 | $924 | $1,357 | 8% | 13% |

The	increase	in	operating	revenues	mainly	reflects	continued	growth	in	our	underlying	business	drivers:	nominal	payments	volume;	processed transactions;	and	cross-border	volume.	These	benefits	were	partially	offset	by	increases	in	client	incentives.	Overall	revenue	growth	decreased	in	fiscal 2014	compared	to	prior	year	due	to	the	negative	impact	of	lower	foreign	currency	exchange	volatility	on	international	transaction	revenues	and	the	general strengthening	of	the	U.S.	dollar	in	fiscal	2014,	combined	with	the	absence	of	pricing	modifications	that	benefited	fiscal	2013.

Our	operating	revenues,	primarily	service	revenues	and	international	transaction	revenues,	are	impacted	by	the	overall	strengthening	or	weakening of	the	U.S.	dollar	as	payments	volume	and	related	revenues	denominated	in	local	currencies	are	converted	to	U.S.	dollars.	The	effect	of	exchange	rate movements	in	fiscal	2014,	as	partially	mitigated	by	our	hedging	program,	resulted	in	an	overall	decline	of	about	two	percentage	points	in	total	operating revenue	growth	compared	to	fiscal	2013.	While	we	expect	our	hedging	program	to	continue	to	mitigate	this	risk	during	fiscal	2015,	a	general	strengthening of	the	U.S.	dollar	is	expected	to	reduce	total	operating	revenue	growth	by	about	two	percentage	points	for	fiscal	2015,	net	of	offsetting	hedges.	See	Note 12—Derivative	Financial	Instruments	to	our	consolidated	financial	statements.

The	following	table	sets	forth	the	components	of	our	total	operating	revenues.

|  |  | Fiscal	Year	ended<br>September	30, |  | $	Change |  | %	Change(1) |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2014 | 2013 | 2012 | 2014\nvs.\n2013 | 2013\nvs.\n2012 | 2014\nvs.\n2013 | 2013\nvs.\n2012 |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |
| Service\trevenues | $5,797 | $5,352 | $4,872 | $445 | $480 | 8% | 10% |
| Data\tprocessing\trevenues | 5,167 | 4,642 | 3,975 | 525 | 667 | 11% | 17% |
| International\ttransaction\trevenues | 3,560 | 3,389 | 3,025 | 171 | 364 | 5% | 12% |
| Other\trevenues | 770 | 716 | 704 | 54 | 12 | 7% | 2% |
| Client\tincentives | (2,592) | (2,321) | (2,155) | (271) | (166) | 12% | 8% |
| Total\toperating\trevenues | $12,702 | $11,778 | $10,421 | $924 | $1,357 | 8% | 13% |

•Service	revenues	increased	in	fiscal	2014	and	2013	primarily	due	to	9%	and	8%	growth	in	nominal	payments	volume,	respectively.

•Data	processing	revenues	increased	in	fiscal	2014	and	2013	due	to	overall	growth	in	processed	transactions	of	 11%	and	10%,	respectively. Fiscal	2013	also	benefited	from	the	full-year	impact	of	pricing	modifications	that	became	effective	in	the	third	quarter	of	fiscal	2012	as	part	of	our strategy	to	mitigate	the	impacts	from	the	Dodd-Frank	Act.

•International	transaction	revenues	increased	in	fiscal	2014	and	2013	primarily	reflecting	8%	and	10%	growth	in	nominal	cross-border	payments volume,	respectively.	The	fiscal	2014	growth	in	international	transaction	revenues	was	slower	than	the	growth	in	nominal	cross-border payments	volume	for	the	comparable	period	mainly	due	to	lower	volatility	in	a	broad	range	of	currencies.

•Other	revenues	increased	in	fiscal	2014	and	2013	due	to	an	increase	in	license	fees	as	well	as	increases	in	optional	service	or	product enhancements.

•Client	incentives	increased	in	fiscal	2014	and	2013,	reflecting	incentives	incurred	on	long-term	client	contracts	that	were	initiated	or	renewed during	fiscal	2014	and	2013,	as	well	as	overall	growth	in	global	payments	volume.	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	17.5%	to	18.5%	for	the	full	2015	fiscal	year.

The	following	table	sets	forth	the	components	of	our	total	operating	expenses.

|  |  | Fiscal	Year	ended<br>September	30, |  | $	Change |  | %	Change(1) |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2014 | 2013 | 2012 | 2014\nvs.\n2013 | 2013\nvs.\n2012 | 2014\nvs.\n2013 | 2013\nvs.\n2012 |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |
| Personnel | $1,875 | $1,932 | $1,726 | $(57) | $206 | (3)% | 12\t% |
| Marketing | 900 | 876 | 873 | 24 | 3 | 3\t% | —\t% |
| Network\tand\tprocessing | 507 | 468 | 414 | 39 | 54 | 8\t% | 13\t% |
| Professional\tfees | 328 | 412 | 385 | (84) | 27 | (20)% | 7\t% |
| Depreciation\tand\tamortization | 435 | 397 | 333 | 38 | 64 | 10\t% | 19\t% |
| General\tand\tadministrative | 507 | 451 | 451 | 56 | — | 12\t% | —\t% |
| Litigation\tprovision | 453 | 3 | 4,100 | 450 | (4,097) | NM | NM |
| Total\toperating\texpenses(2) | $5,005 | $4,539 | $8,282 | $466 | $(3,743) | 10\t% | (45)% |

(1)	 Figures	in	the	table	may	not	recalculate	exactly	due	to	rounding.	Percentage	changes	are	calculated	based	on	unrounded	numbers. (2)	 Excluding	the	litigation	provisions	of	$450	million	recorded	in	fiscal	2014	and	$4.1	billion	recorded	in	fiscal	2012	associated	with	litigation	covered	by the	retrospective	responsibility	plan,	operating	expenses	for	fiscal	2014	and	2012	were	$4.6	billion	and	$4.2	billion,	respectively.	On	an	adjusted	basis, the	percentage	change	of	fiscal	2014	over	fiscal	2013	is	flat	and	fiscal	2013	over	fiscal	2012	is	an	increase	of	8%.

•Personnel	decreased	in	fiscal	2014	mainly	due	to	lower	incentive	compensation	and	severance	charges,	reductions	in	our	net	periodic	pension cost	and	the	absence	of	one-time	share-based	compensation	expenses	previously	recognized	in	fiscal	2013.	These	decreases	were	partially offset	by	a	continued	increase	in	headcount	throughout	the	organization	reflecting	our	strategy	to	invest	for	future	growth.	The	increase	in	fiscal 2013	is	primarily	due	to	increases	in	headcount	and	higher	severance	charges	as	a	result	of	organizational	restructuring	that	aligns	with	our strategic	priorities.

•Marketing	increased	in	fiscal	2014	mainly	due	to	elevated	spend	supporting	the	2014	Sochi	Winter	Olympics	and	the	2014	FIFA	World	Cup campaigns,	combined	with	increased	spend	in	the	second	half	of	the	year	to	support	our	growth	strategies	and	new	product	initiatives,	such	as Visa	Checkout.	Marketing	in	fiscal	2013	remained	relatively	flat	compared	to	fiscal	 2012	reflecting	strategies	to	promote	our	products	in	each	of those	years	and	spend	on	specific	campaigns,	such	as	the	2013	FIFA	Confederation	Cup	and	preparation	for	the	2014	Sochi	Winter	Olympics in	fiscal	2013	and	the	2012	London	Summer	Olympics	in	fiscal	 2012.

•Network	and	processing	in	fiscal	2014	and	2013	increased	mainly	due	to	continued	technology	and	processing	network	investments	to	support growth.

•Professional	fees	decreased	in	fiscal	2014	mainly	due	to	the	absence	of	certain	project	costs	incurred	in	fiscal 2013	as	part	of	our	effort	to	align resources	with	our	strategic	priorities.

•Depreciation	and	amortization	increased	in	fiscal	2014	and	2013,	primarily	due	to	additional	depreciation	from	our	ongoing	investments	in technology	assets	and	infrastructure	to	support	our	digital	solutions	and	core	business	initiatives.

•General	and	administrative	increased	in	fiscal	2014	mainly	due	to	facilities	costs	and	other	corporate	expenses	in	support	of	our	business growth	and	the	disposal	of	obsolete	technology	assets,	partially	offset	by	a	decrease	in	travel	activities.	General	and	administrative	remained flat	in	fiscal	2013	compared	to	fiscal	2012.

•Litigation	provision	in	fiscal	2014	and	2012	reflects	$450	million	and	$4.1	billion	accruals,	respectively,	related	to	the	covered	litigation.	See Note	3—Retrospective	Responsibility	Plan	and	Note	20—Legal	Matters	to	our	consolidated	financial	statements.

Non-operating	income	in	fiscal	2014	of	$27	million	increased	from	$18	million	in	fiscal	2013	primarily	due	to	the	absence	of	a	$15	million	other- than-temporary	impairment	loss	recognized	during	fiscal	2013.	See	Note	4—Fair	Value	Measurements	and	Investments	to	our	consolidated	financial statements.	The	decrease	in	fiscal	2013	from	$68	million	in	fiscal	2012	was	primarily	due	to	the	reversal	in	fiscal	2012	of	previously	accrued	interest expense	associated	with	tax	reserves	for	uncertainties	related	to	the	deductibility	of	covered	litigation	expense.	See	Note	19—Income	Taxes	and	Note	20 —Legal	Matters	to	our	consolidated	financial	statements.

# Effective	Income	Tax	Rate

The	effective	income	tax	rate	of	30%	in	fiscal	2014	differs	from	the	effective	income	tax	rate	of	31%	in	fiscal	2013	mainly	due	to:

•a	$264	million	tax	benefit	related	to	a	deduction	for	U.S.	domestic	production	activities,	of	which	$191	million	related	to	prior	fiscal	years,	as	a result	of	the	completion	of	a	study	in	the	second	quarter	of	fiscal	2014;	and

•the	absence	of	the	following	in	fiscal	2014:

•a	tax	benefit	recognized	in	fiscal	2013	as	a	result	of	new	guidance	issued	by	the	state	of	California	regarding	apportionment	rules	for years	prior	to	fiscal	2012;	and

•certain	foreign	tax	credit	benefits	related	to	prior	years	recognized	in	fiscal	2013.

The	effective	income	tax	rate	of	31%	in	fiscal	2013	differs	from	the	effective	income	tax	rate	of	 3%	in	fiscal	2012	mainly	due	to:

•the	aforementioned	tax	benefit	recognized	in	fiscal	2013	as	a	result	of	new	guidance	issued	by	the	state	of	California	regarding	apportionment rules	for	years	prior	to	fiscal	2012;

•certain	foreign	tax	credit	benefits	related	to	prior	years	recognized	in	fiscal	2013,	as	mentioned	above;	and

•the	fiscal	2012	reversal	of	previously	recorded	tax	reserves	associated	with	uncertainties	related	to	the	deductibility	of	covered	litigation expense;

•a	fiscal	2012	one-time,	non-cash	benefit	from	the	remeasurement	of	existing	net	deferred	tax	liabilities	due	to	the	changes	in	California apportionment	rules	adopted	in	that	year;	and

•the	effect	of	applying	the	aforementioned	fiscal	2012	tax	benefits	to	a	fiscal	2012	pre-tax	income	that	was	reduced	by	the $4.1	billion covered	litigation	provision.

Adjusted	effective	income	tax	rate	for	fiscal	2012 .	Our	financial	results	for	fiscal	2012	reflected	the	impact	of	several	significant	items	that	we	believe are	not	indicative	of	our	operating	performance	in	that	or	future	years,	as	they	were	either	non-recurring,	had	no	cash	impact	or	were	related	to	amounts covered	by	the	retrospective	responsibility	plan.	As	such,	we	have	presented	our	fiscal	2012	adjusted	effective	income	tax	rate	in	the	table	below,	which we	believe	provides	a	clearer	understanding	of	our	operating	performance	for	the	fiscal	year.	Our	adjusted	effective	income	tax	rate	for	fiscal	2012 excludes:	the	reversal	of	previously	recorded	tax	reserves	and	accrued	interest	associated	with	uncertainties	related	to	the	deductibility	of	covered litigation	expense;	additional	covered	litigation	provision	recorded;	and	a	one-time,	non-cash	benefit	from	the	remeasurement	of	existing	net	deferred	tax liabilities	attributable	to	changes	in	the	California	state	apportionment	rules.

|  | Fiscal	Year	Ended	September	30,	2012 | Fiscal	Year	Ended	September	30,	2012 |  |
| :--- | :--- | :--- | :--- |
|  | Income\tBefore\nIncome\tTaxes | Income\tTax\nProvision | Effective\tIncome\nTax\tRate |
|  | (in\tmillions,\texcept\tfor\tpercentages) | (in\tmillions,\texcept\tfor\tpercentages) |  |
| As\treported | $2,207 | $65 | 3% |
| Reversal\tof\ttax\treserves | (43) | 283 |  |
| Litigation\tprovision | 4,098 | 1,505 |  |
| Remeasurement\tof\tnet\tdeferred\ttax\tliabilities | — | 208 |  |
| Adjusted | $6,262 | $2,061 | 33% |

We	expect	our	effective	tax	rate	for	the	full	2015	fiscal	year	to	be	in	the	low	30s.

# Liquidity	and	Capital	Resources

# Management	of	Our	Liquidity

We	regularly	evaluate	cash	requirements	for	current	operations,	commitments,	development	activities	and	capital	expenditures,	and	we	may	elect	to raise	additional	funds	for	these	purposes	in	the	future	through	the	issuance	of	either	debt	or	equity.	Our	treasury	policies	provide	management	with	the guidelines	and	authority	to	manage	liquidity	risk	in	a	manner	consistent	with	our	corporate	objectives.

The	objectives	of	our	treasury	policies	are	to:

•provide	adequate	liquidity	to	cover	operating	expenditures	and	liquidity	contingency	scenarios;

•ensure	timely	completion	of	payments	settlement	activities;

•ensure	payments	on	required	litigation	settlements;

•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.

Based	on	our	current	cash	flow	budgets	and	forecasts	of	our	short-term	and	long-term	liquidity	needs,	we	believe	that	our	projected	sources	of liquidity	will	be	sufficient	to	meet	our	projected	liquidity	needs	for	more	than	the	next	12	months.	We	will	continue	to	assess	our	liquidity	position	and potential	sources	of	supplemental	liquidity	in	view	of	our	operating	performance,	current	economic	and	capital	market	conditions,	and	other	relevant circumstances.

# Cash	Flow	Data

The	following	table	summarizes	our	cash	flow	activity	for	the	fiscal	years	presented:

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Total\tcash\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | $7,205 | $3,022 | $5,009 |
| Investing\tactivities | (941) | (1,164) | (2,414) |
| Financing\tactivities | (6,478) | (1,746) | (2,655) |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | (1) | — | 7 |
| (Decrease)\tincrease\tin\tcash\tand\tcash\tequivalents | $(215) | $112 | $(53) |

Operating	activities.	Reported	cash	provided	by	operating	activities	in	fiscal	2014	and	2013	was	significantly	impacted	by	cash	flows	related	to	the interchange	multidistrict	litigation,	including:

•the	return	of	$1.1	billion	in	takedown	payments	in	fiscal	2014	and	related	increase	of	$368	million	in	income	taxes	paid;	and •payments	of	$4.4	billion	made	in	fiscal	2013	from	the	litigation	escrow	account	and	a	related	decrease	of	$1.5	billion	in	overall	income	taxes paid.

The	cash	inflows	and	outflows	related	to	the	litigation	escrow	account	are	also	reflected	as	offsetting	cash	flows	within	financing	activities	for	their respective	years	as	they	are	covered	by	the	retrospective	responsibility	plan.

Absent	the	above	impacts,	cash	provided	by	operating	activities	increased	in	both	fiscal	2014	and	2013	to	approximately	$6.5	billion	and	$5.9	billion, respectively,	reflecting	growth	in	total	operating	revenues	in	both	years.	See	Note	3—Retrospective	Responsibility	Plan	and	Note	20—Legal	Matters	to our	consolidated	financial	statements.	We	believe	that	cash	flow	generated	from	operating	activities	will	be	more	than	sufficient	to	meet	our	ongoing operational	needs.

Investing	activities.	Cash	used	in	investing	activities	was	lower	during	fiscal	2014	compared	to	the	prior	year,	reflecting	a	decrease	in	purchases	of available-for-sale	investment	securities,	offset	by	a	decrease	in	proceeds	received	from	maturities	and	sales	of	available-for-sale	investment	securities. We	also	used	cash	on	hand	to	acquire	a	business	in	which	we	previously	held	a	minority	interest	ownership.	Cash	used	in	investing	activities	was

lower	during	fiscal	2013	compared	to	fiscal	2012,	reflecting	a	decrease	in	purchases	of	available-for-sale	investment	securities,	combined	with	greater proceeds	received	from	maturities	and	sales	of	available-for-sale	investment	securities.	See	Note	4—Fair	Value	Measurements	and	Investments	to	our consolidated	financial	statements.

Financing	activities.	Reported	financing	activities	reflect	significant	cash	flows	in	connection	with	the	interchange	multidistrict	litigation	that	offset	the impacts	discussed	above	under	operating	activities	as	they	are	covered	by	the	retrospective	responsibility	plan.	Additionally,	reported	financing	activities include	deposits	into	the	litigation	escrow	account	of	$450	million	and	$1.7	billion	in	fiscal	2014	and	2012,	respectively.	Absent	all	of	the	above	impacts, which	are	related	to	the	interchange	litigation,	cash	used	in	financing	activities	was	$5.0	billion,	$6.1	billion	and	$940	million	in	fiscal	2014,	2013	and	2012, respectively.	The	decrease	in	fiscal	2014	and	increase	in	fiscal	2013	are	primarily	due	to	changes	in	cash	used	to	repurchase	shares	of	our	class	A common	stock	in	the	open	market.	See	Note	3—Retrospective	Responsibility	Plan,	Note	14—Stockholders'	Equity	and	Note	20—Legal	Matters	to	our consolidated	financial	statements.

# Sources	of	Liquidity

Our	primary	sources	of	liquidity	are	cash	on	hand,	cash	flow	from	our	operations,	our	investment	portfolio	and	access	to	various	equity	and borrowing	arrangements.	Funds	from	operations	are	maintained	in	cash	and	cash	equivalents	and	short-term	or	long-term	available-for-sale	investment securities	based	upon	our	funding	requirements,	access	to	liquidity	from	these	holdings,	and	the	return	that	these	holdings	provide.	We	believe	that	cash flow	generated	from	operations,	in	conjunction	with	access	to	our	other	sources	of	liquidity,	will	be	more	than	sufficient	to	meet	our	ongoing	operational needs.

Cash	and	cash	equivalents	and	short-term	and	long-term	available-for-sale	investment	securities	held	by	our	foreign	subsidiaries	totaled $5.5	billion at	September	30,	2014.	If	it	were	necessary	to	repatriate	these	funds	for	use	in	the	United	States,	we	would	be	required	to	pay	U.S.	taxes	on	the	amount of	undistributed	earnings	in	those	subsidiaries.	It	is	our	intent	to	indefinitely	reinvest	the	majority	of	these	funds	outside	of	the	United	States.	As	such,	we have	not	accrued	U.S.	income	tax	provision	in	our	financial	results	related	to	approximately	$5.0	billion	of	undistributed	earnings	included	in	these	funds. The	amount	of	income	taxes	that	would	have	resulted	had	such	earnings	been	repatriated	is	not	practicably	determinable.

Available-for-sale	investment	securities.	Our	investment	portfolio	is	designed	to	invest	excess	cash	in	securities	which	enables	us	to	meet	our working	capital	and	liquidity	needs.	Our	investment	portfolio	primarily	consists	of	debt	securities	issued	by	the	U.S.	Treasury	or	U.S.	government- sponsored	agencies.	The	majority	of	these	investments,	$3.0	billion,	are	classified	as	non-current	as	they	have	stated	maturities	of	more	than	one	year from	the	balance	sheet	date.	However,	these	investments	are	generally	available	to	meet	short-term	liquidity	needs.

Factors	that	may	impact	the	liquidity	of	our	investment	portfolio	include,	but	are	not	limited	to,	changes	to	credit	ratings	of	the	securities,	uncertainty related	to	regulatory	developments,	actions	by	central	banks	and	other	monetary	authorities,	and	the	ongoing	strength	and	quality	of	credit	markets.	We will	continue	to	review	our	portfolio	in	light	of	evolving	market	and	economic	conditions.	However,	if	current	market	conditions	deteriorate,	the	liquidity	of our	investment	portfolio	may	be	impacted	and	we	could	determine	that	some	of	our	investments	are	impaired,	which	could	adversely	impact	our	financial results.	We	have	policies	that	limit	the	amount	of	credit	exposure	to	any	one	financial	institution	or	type	of	investment.	See	Item	1A—Risk	Factors	included elsewhere	in	this	report.

Commercial	paper	program.	We	maintain	a	commercial	paper	program	to	support	our	working	capital	requirements	and	for	other	general	corporate purposes.	Under	the	program,	we	are	authorized	to	issue	up	to	$3.0	billion	in	outstanding	notes,	with	maturities	up	to	397	days	from	the	date	of	issuance. We	had	no	outstanding	obligations	under	the	program	at	September	30,	2014.	See	Note	9—Debt	to	our	consolidated	financial	statements.

Credit	facility.	On	January	29,	2014,	we	entered	into	an	unsecured	 $3.0	billion	revolving	credit	facility.	The	credit	facility,	which	expires	on	 January 28,	2015,	replaced	our	previous	$3.0	billion	credit	facility,	which	terminated	on	January	29,	2014.	The	new	credit	facility	contains	covenants	and	events	of default	customary	for	facilities	of	this	type.	There	were	no	borrowings	under	either	facility	and	we	were	in	compliance	with	all	related	covenants	during	the year	ended	September	30,	2014.	See	Note	9—Debt	to	our	consolidated	financial	statements.

Universal	shelf	registration	statement.	In	July	2012,	we	filed	a	registration	statement	with	the	SEC	using	a	shelf	registration	process.	As	permitted	by the	registration	statement,	we	may,	from	time	to	time,	sell	shares	of	debt	or	equity	securities	in	one	or	more	transactions.	This	registration	statement expires	in	July	2015.

Litigation	escrow	account.	Pursuant	to	the	terms	of	the	retrospective	responsibility	plan,	we	maintain	a	litigation	escrow	account	from	which monetary	liabilities	from	settlements	of,	or	judgments	in,	the	covered	litigation	will	be	payable.	When	we	fund	the	litigation	escrow	account,	the	shares	of class	B	common	stock	held	by	our	stockholders	are	subject	to	dilution	through	an	adjustment	to	the	conversion	rate	of	the	shares	of	class	B	common	stock to	shares	of	class	A	common	stock.	See	Note	3—Retrospective	Responsibility	Plan	and	Note	20—Legal	Matters	to	our	consolidated	financial	statements. The	balance	in	this	account	at	September	30,	2014,	was	$1.5	billion	and	is	reflected	as	restricted	cash	in	our	consolidated	balance	sheet.	As	these	funds are	restricted	for	the	sole	purpose	of	making	payments	related	to	the	covered	litigation	matters,	as	described	below	under	Uses	of	Liquidity,	we	do	not	rely on	them	for	other	operational	needs.

# Credit	Ratings

At	September	30,	2014,	our	credit	ratings	by	Standard	and	Poor's	and	Moody's	were	as	follows:

Various	factors	affect	our	credit	ratings,	including	changes	in	our	operating	performance,	the	economic	environment,	conditions	in	the	electronic payment	industry,	our	financial	position	and	changes	in	our	business	strategy.	We	do	not	currently	foresee	any	reasonable	circumstances	under	which	our credit	ratings	would	be	significantly	downgraded.	If	a	downgrade	were	to	occur,	it	could	adversely	impact,	among	other	things,	our	future	borrowing	costs and	access	to	capital	markets.

# Uses	of	Liquidity

Payments	settlement.	Payments	settlement	due	from	and	to	our	financial	institution	clients	can	represent	a	substantial	daily	liquidity	requirement. U.S.	dollar	settlements	are	typically	settled	within	the	same	day	and	do	not	result	in	a	net	receivable	or	payable	balance,	while	settlement	currencies	other than	the	U.S.	dollar	generally	remain	outstanding	for	one	to	two	business	days,	which	is	consistent	with	industry	practice	for	such	transactions.	During fiscal	2014,	we	were	not	required	to	fund	settlement-related	working	capital.	Our	average	daily	net	settlement	position	was	a	payable	of	$261	million.

Covered	litigation.	We	are	parties	to	legal	and	regulatory	proceedings	with	respect	to	a	variety	of	matters,	including	certain	litigation	that	we	refer	to as	the	covered	litigation.	As	noted	above,	monetary	liabilities	from	settlements	of,	or	judgments	in,	the	covered	litigation	are	payable	from	the	litigation escrow	account.	During	fiscal	2013,	we	made	$4.4	billion	in	covered	litigation	payments	that	were	funded	from	the	litigation	escrow	account,	of	which, $4.0	billion	was	paid	into	a	settlement	fund	established	pursuant	to	the	definitive	class	settlement	agreement	in	the	interchange	multidistrict	litigation.	On January	14,	2014,	the	court	entered	the	final	judgment	order	approving	the	settlement	with	the	class	plaintiffs,	which	is	subject	to	the	adjudication	of	any appeals.	Certain	merchants	in	the	settlement	classes,	however,	have	objected	to	the	settlement	and	a	number	of	merchants	have	filed	opt-out	claims. Takedown	payments	of	approximately	$1.1	billion	related	to	the	opt-out	merchants	was	received	in	January	2014,	and	deposited	into	the	litigation	escrow account.	Receipt	of	the	takedown	payments	increases	our	current	taxable	income	by	approximately	$1.1	billion,	and	income	tax	payable	by	about	$368 million,	which	was	fully	paid	by	the	end	of	fiscal	2014.	At	September	30,	2014,	the	litigation	escrow	account	had	an	available	balance	of	 $1.5	billion.	See Note	3—Retrospective	Responsibility	Plan	and	Note	20—Legal	Matters	to	our	consolidated	financial	statements.

Other	litigation.	Judgments	in	and	settlements	of	litigation,	other	than	the	covered	litigation,	could	give	rise	to	future	liquidity	needs.

Dividends.	During	fiscal	2014,	we	paid	$1.0	billion	in	dividends.	In	October	2014,	our	board	of	directors	declared	a	quarterly	dividend	in	the aggregate	amount	of	$0.48	per	share	of	class	A	common	stock	(determined	in	the	case	of	class	B	and	class	C	common	stock	on	an	as-converted	basis). We	expect	to	pay	approximately	$297	million	in	connection	with	this	dividend	on	December	2,	2014.	See	Note	14—Stockholders'	Equity	to	our consolidated	financial	statements.	We	expect	to	continue	paying	quarterly	dividends	in	cash,	subject	to	approval	by	the	board	of	directors.	Classes	of	B and	C	common	stock	will	share	ratably	on	an	as-converted	basis	in	such	future	dividends.

Visa	Europe	put	option.	We	have	granted	Visa	Europe	a	perpetual	put	option	which,	if	exercised,	will	require	us	to	purchase	all	of	the	outstanding shares	of	capital	stock	of	Visa	Europe	from	its	members.	Visa	Europe	may	exercise	the	put	option	at	any	time.	The	put	option	provides	a	formula	for determining	the	purchase	price	of	the	Visa	Europe	shares,	which	subject	to	certain	adjustments,	applies	Visa	Inc.'s	forward	price-to-earnings	multiple,	or the	"P/E	ratio"	(as	defined	in	the	option	agreement)	at	the	time	the	option	is	exercised	to	Visa	Europe's	adjusted	sustainable	income	for	the	forward	12- month	period,	or	the	"adjusted	sustainable	income"	(as	defined	in	the	option	agreement).	The	calculation	of	Visa	Europe's	adjusted	sustainable	income under	the	terms	of	the	put	option	agreement	includes	potentially	material	adjustments	for	cost	synergies	and	other	negotiated	items.	Upon	exercise,	the key	inputs	to	this	formula,	including	Visa	Europe's	adjusted	sustainable	income,	will	be	the	result	of	negotiation	between	us	and	Visa	Europe.	The	put option	provides	an	arbitration	mechanism	in	the	event	that	the	two	parties	are	unable	to	agree	on	the	ultimate	purchase	price.

The	fair	value	of	the	put	option	represents	the	value	of	Visa	Europe's	option,	which,	under	certain	conditions,	could	obligate	us	to	purchase	its member	equity	interest	for	an	amount	above	fair	value.	At	September	30,	2014,	we	determined	the	fair	value	of	the	put	option	liability	to	be	approximately $145	million.	While	this	amount	represents	the	fair	value	of	the	put	option	at	 September	30,	2014,	it	does	not	represent	the	actual	purchase	price	that	we may	be	required	to	pay	if	the	option	is	exercised.	The	purchase	price	we	could	be	obligated	to	pay	285	days	after	exercise	will	represent	a	substantial financial	obligation.	Given	current	economic	conditions,	the	purchase	price	under	the	terms	of	the	put	option	would	likely	be	in	excess	of	$10	billion.	We may	need	to	obtain	third-party	financing,	either	by	borrowing	funds	or	undertaking	a	subsequent	equity	offering	in	order	to	fund	this	payment.	The	amount of	that	potential	obligation	could	vary	dramatically	based	on,	among	other	things,	Visa	Europe's	adjusted	sustainable	income	and	our	P/E	ratio,	in	each case,	as	negotiated	at	the	time	the	put	option	is	exercised.

Given	the	perpetual	nature	of	the	put	option	and	the	various	economic	conditions	which	could	be	present	at	the	time	of	exercise,	our	ultimate obligation	in	the	event	of	exercise	cannot	be	reliably	estimated.	The	following	table	calculates	our	total	obligation	assuming,	for	illustrative	purposes	only, a	range	of	P/E	ratios	for	Visa	Inc.	and	assuming	that	Visa	Europe	demonstrates	$500	million	of	adjusted	sustainable	income	at	the	date	of	exercise.	The $500	million	of	assumed	adjusted	sustainable	income	provided	below	is	for	illustrative	purposes	only.	This	does	not	represent	an	estimate	of	the	amount of	adjusted	sustainable	income	Visa	Europe	would	have	been	able	to	demonstrate	at	September	30,	2014,	or	will	be	able	to	demonstrate	at	any	point	in time	in	the	future.	Should	Visa	Europe	elect	to	exercise	its	option,	we	believe	it	is	likely	that	it	will	implement	changes	in	its	business	operations	to	move	to a	for-profit	model	in	order	to	maximize	its	adjusted	sustainable	income	and,	as	a	result,	to	increase	the	purchase	price.	The	table	also	provides	the amount	of	increase	or	decrease	in	the	payout,	assuming	the	same	range	of	estimated	P/E	ratios,	for	each	$100	million	of	adjusted	sustainable	income above	or	below	the	assumed	$500	million	demonstrated	at	the	time	of	exercise.	At	September	30,	2014,	our	estimated	long-term	P/E	ratio	was	 16.9x	and the	long-term	P/E	differential,	the	difference	between	this	ratio	and	the	estimated	ratio	applicable	to	Visa	Europe,	was	1.9x.	At	September	30,	2014,	the spot	P/E	ratio	was	20.6x	and	the	spot	P/E	differential,	the	difference	between	this	ratio	and	the	estimated	spot	ratio	applicable	to	Visa	Europe,	was	 2.0x. These	ratios	are	for	reference	purposes	only	and	are	not	necessarily	indicative	of	the	ratio	or	differential	that	could	be	applicable	if	the	put	option	were exercised	at	any	point	in	the	future.

(1)	 Given	current	economic	conditions,	the	purchase	price	under	the	terms	of	the	put	option	would	likely	be	in	excess	of	$10	billion.

Pension	and	other	postretirement	benefits.	 We	sponsor	various	qualified	and	non-qualified	defined	benefit	pension	plans	that	generally	provide benefits	based	on	years	of	service,	age	and	eligible	compensation.	We	also	sponsor	a	postretirement	benefit	plan	that	provides	postretirement	medical benefits	for	retirees	and	dependents	upon	meeting	minimum	age	and	service	requirements.	Our	policy	with	respect	to	our	qualified	pension	plan	is	to contribute	annually	not	less	than	the	minimum	required	under	the	Employee	Retirement	Income	Security	Act.	Our	non-qualified	pension	and	other postretirement	benefit	plans	are	funded	on	a	current	basis.	We	typically	fund	our	qualified	pension	plan	in	September	of	each	year.	In	fiscal	2014,	2013 and	2012,	we	made	contributions	to	our	pension	and	other	postretirement	plans	of	$14	million,	$4	million,	and	$88	million,	respectively.	The	lower contributions	in	fiscal	2014	and	2013,	as	compared	to	fiscal	2012,	were	driven	by	a	higher-than-expected	rate	of	return	on	our	plan	assets	and	an increase	in	the	discount	rate.	In	fiscal	2015,	given	current	projections	and	assumptions,	we	anticipate	funding	our	defined	benefit	pension	plans	and	other postretirement	plan	by	approximately	$10	million.	The	actual	contribution	amount	will	vary	depending	upon	the	funded	status	of	the	pension	plan, movements	in	the	discount	rate,	performance	of	the	plan	assets,	and	related	tax	consequences.	See	Note	10—Pension,	Postretirement	and	Other Benefits	to	our	consolidated	financial	statements.

Capital	expenditures.	Our	capital	expenditures	increased	during	 fiscal	2014	due	to	investments	in	technology,	infrastructure	and	growth	initiatives. We	expect	to	continue	investing	in	technology	assets	and	payments	system	infrastructure	to	support	our	digital	solutions	and	core	business	initiatives.

Acquisitions.	During	fiscal	2014,	we	acquired	a	business	in	which	we	previously	held	a	minority	interest	using	$134	million	of	cash	on	hand.	This amount	primarily	reflects	the	purchase	price	of	$170	million	less	cash	received.	The	acquisition	extends	our	processing	capabilities	internationally.	There were	no	material	acquisitions	during	fiscal	2013	and	2012.

# Fair	Value	Measurements—Financial	Instruments

The	assessment	of	fair	value	of	our	financial	instruments	is	based	on	a	fair	value	hierarchy	that	requires	an	entity	to	maximize	the	use	of	observable inputs	and	minimize	the	use	of	unobservable	inputs	when	measuring	fair	value.	Observable	inputs	are	obtained	from	independent	sources	and	can	be validated	by	a	third	party,	whereas	unobservable	inputs	reflect	assumptions	regarding	what	a	third	party	would	use	in	pricing	an	asset	or	liability.	As	of September	30,	2014,	our	financial	instruments	measured	at	fair	value	on	a	recurring	basis	included	approximately	 $7.3	billion	of	assets	and	$151	million	of liabilities.	Of	these	instruments,	$152	million	had	significant	unobservable	inputs,	including	the	Visa	Europe	put	option	liability	of	 $145	million,	and	$7 million	of	auction	rate	securities.	See	Note	4—Fair	Value	Measurements	and	Investments	to	our	consolidated	financial	statements.

# Off-Balance	Sheet	Arrangements

Our	off-balance	sheet	arrangements	are	primarily	comprised	of	guarantees	and	indemnifications.	Visa	has	no	off-balance	sheet	debt,	other	than lease	and	purchase	order	commitments,	as	discussed	below	and	reflected	in	our	contractual	obligations	table.

# Indemnifications

We	indemnify	our	financial	institution	clients	for	settlement	losses	suffered	due	to	the	failure	of	any	other	client	to	fund	its	settlement	obligations	in accordance	with	our	operating	regulations.	The	amount	of	the	indemnification	is	limited	to	the	amount	of	unsettled	Visa	payment	transactions	at	any	point in	time.	We	maintain	global	credit	settlement	risk	policies	and	procedures	to	manage	settlement	risk,	which	may	require	clients	to	post	collateral	if

certain	credit	standards	are	not	met.	See	Note	1—Summary	of	Significant	Accounting	Policies	and	Note	11—Settlement	Guarantee	Management	to	our consolidated	financial	statements.

In	the	ordinary	course	of	business,	we	enter	into	contractual	arrangements	with	financial	institutions	and	other	clients	under	which	we	may	agree	to indemnify	the	client	for	certain	types	of	losses	incurred	relating	to	the	services	we	provide	or	otherwise	relating	to	our	performance	under	the	applicable agreement.

# Contractual	Obligations

Our	contractual	commitments	will	have	an	impact	on	our	future	liquidity.	The	contractual	obligations	identified	in	the	table	below	include	both	on-	and off-balance	sheet	transactions	that	represent	a	material,	expected	or	contractually	committed	future	obligation	as	of	September	30,	2014.	We	believe	that we	will	be	able	to	fund	these	obligations	through	cash	generated	from	our	operations	and	available	credit	facilities.

|  |  | Payments	Due	by	Period | Payments	Due	by	Period |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Less\tthan | 1-3 | 3-5 | More\tthan |  |
|  | 1\tYear | Years | Years | 5\tYears | Total |
|  |  |  | (in\tmillions) |  |  |
| Purchase\torders(1) | $832 | $165 | $41 | $— | $1,038 |
| Leases(2) | 76 | 97 | 62 | 118 | 353 |
| Client\tincentives(3) | 3,444 | 4,613 | 2,875 | 1,487 | 12,419 |
| Marketing\tand\tsponsorship(4) | 83 | 125 | 120 | 130 | 458 |
| Dividends(5) | 297 | — | — | — | 297 |
| Total(6,7,8) | $4,732 | $5,000 | $3,098 | $1,735 | $14,565 |

(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	operating	leases	for	premises,	equipment	and	software	licenses,	which	range	in	terms	from	one	to	eighteen	years. (3)	 Represents	future	cash	payments	for	long-term	contracts	with	financial	institution	clients	and	other	business	partners	for	various	programs	designed	to build	payments	volume,	increase	Visa-branded	card	and	product	acceptance	and	win	merchant	routing	transactions	over	our	network.	These agreements,	which	range	in	terms	from	one	to	fifteen	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	client performance,	amendments	to	existing	contracts	or	execution	of	new	contracts.	Related	amounts	disclosed	in	Note	17—Commitments	and Contingencies	to	our	consolidated	financial	statements	represent	the	associated	expected	reduction	of	revenue	related	to	these	agreements	that	we estimate	we	will	record.

(4)	 Visa	is	a	party	to	contractual	sponsorship	agreements	ranging	from	approximately	two	to	sixteen	years.	These	contracts	are	designed	to	increase	Visa brand	recognition,	drive	Visa-branded	product	usage,	and	differentiate	Visa	against	competition.	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) Includes	expected	dividend	amount	of	$297	million	as	dividends	were	declared	in	 October	2014	and	will	be	paid	on	December	2,	2014	to	all	holders	of record	of	Visa's	common	stock	as	of	November	14,	2014.

(6)	 We	have	liabilities	for	uncertain	tax	positions	of	$855	million.	At	September	30,	2014,	we	had	also	accrued	 $39	million	of	interest	and	$5	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. (7)	 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	current	economic	conditions	and	circumstances	under	which	Visa	Europe	could	exercise	its option,	the	purchase	price	under	the	terms	of	the	put	option	would

likely	be	in	excess	of	$10	billion.	The	fair	value	of	the	Visa	Europe	put	option	itself	totaling	 $145	million	at	September	30,	2014	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	the	Liquidity	and Capital	Resources	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.

(8)	 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	10—Pension, Postretirement	and	Other	Benefits	to	our	consolidated	financial	statements	and	the	 Liquidity	and	Capital	Resources	section	of	this	Management's Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations.

# Critical	Accounting	Estimates

Our	consolidated	financial	statements	are	prepared	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States	of	America which	require	us	to	make	judgments,	assumptions	and	estimates	that	affect	the	amounts	reported.	See	Note	1—Summary	of	Significant	Accounting Policies	to	our	consolidated	financial	statements.	We	have	established	policies	and	control	procedures	which	seek	to	ensure	that	estimates	and assumptions	are	appropriately	governed	and	applied	consistently	from	period	to	period.	However,	actual	results	could	differ	from	our	assumptions	and estimates,	and	such	differences	could	be	material.

We	believe	that	the	following	accounting	estimates	are	the	most	critical	to	fully	understand	and	evaluate	our	reported	financial	results,	as	they	require our	most	subjective	or	complex	management	judgments,	resulting	from	the	need	to	make	estimates	about	the	effect	of	matters	that	are	inherently uncertain	and	unpredictable.

# Revenue	Recognition—Client	Incentives

Critical	estimates.	We	enter	into	incentive	agreements	with	financial	institution	clients	and	other	business	partners	for	various	programs	designed	to build	payments	volume,	increase	Visa-branded	card	and	product	acceptance	and	win	merchant	routing	transactions	over	our	network.	These	incentives are	primarily	accounted	for	as	reductions	to	operating	revenues;	however,	if	a	separate	identifiable	benefit	at	fair	value	can	be	established,	they	are accounted	for	as	operating	expenses.	We	generally	capitalize	advance	incentive	payments	under	these	agreements	if	select	criteria	are	met.	The capitalization	criteria	include	the	existence	of	future	economic	benefits	to	Visa,	the	existence	of	legally	enforceable	recoverability	language	(e.g.,	early termination	clauses),	management's	ability	and	intent	to	enforce	the	recoverability	language	and	the	ability	to	generate	future	earnings	from	the agreement	in	excess	of	amounts	deferred.	Capitalized	amounts	are	amortized	over	the	shorter	of	the	period	of	contractual	recoverability	or	the corresponding	period	of	economic	benefit.	Incentives	not	yet	paid	are	accrued	systematically	and	rationally	based	on	management's	estimate	of	each client's	performance.	These	accruals	are	regularly	reviewed	and	estimates	of	performance	are	adjusted	as	appropriate,	based	on	changes	in	performance expectations,	actual	client	performance,	amendments	to	existing	contracts	or	the	execution	of	new	contracts.

Assumptions	and	judgment.	Estimation	of	client	incentives	relies	on	forecasts	of	payments	volume,	card	issuance	and	card	conversion.	Performance is	estimated	using	customer-reported	information,	transactional	information	accumulated	from	our	systems,	historical	information	and	discussions	with	our clients.

Impact	if	actual	results	differ	from	assumptions. If	our	clients'	actual	performance	or	recoverable	cash	flows	are	not	consistent	with	our	estimates, client	incentives	may	be	materially	different	than	initially	recorded.	Increases	in	incentive	payments	are	generally	driven	by	increased	payments	and transaction	volume,	which	drive	our	net	revenues.	As	a	result,	in	the	event	incentive	payments	exceed	estimates,	such	payments	are	not	expected	to have	a	material	effect	on	our	financial	condition,	results	of	operations	or	cash	flows.	The	cumulative	impact	of	a	revision	in	estimates	is	recorded	in	the period	such	revisions	become	probable	and	estimable.	For	the	year	ended	September	30,	2014,	client	incentives	represented	17%	of	gross	operating revenues.

# Fair	Value—Visa	Europe	Put	Option

Critical	estimates.	We	have	granted	Visa	Europe	a	perpetual	put	option	which,	if	exercised,	will	require	us	to	purchase	all	of	the	outstanding	shares of	capital	stock	of	Visa	Europe	from	its	members.	The	put	option	provides	a	formula	for	determining	the	purchase	price	of	the	Visa	Europe	shares,	which, subject	to	certain	adjustments,	applies	our	forward	price-to-earnings	multiple,	or	the	P/E	ratio	(as	defined	in	the	option	agreement),	at	the	time	the	option is

exercised	to	Visa	Europe's	projected	adjusted	sustainable	income	for	the	forward	12-month	period,	or	the	adjusted	sustainable	income	(as	defined	in	the option	agreement).	The	calculation	of	Visa	Europe's	adjusted	sustainable	income	under	the	terms	of	the	put	option	agreement	includes	potentially	material adjustments	for	cost	synergies	and	other	negotiated	items.

Upon	exercise,	the	key	inputs	to	this	formula,	including	Visa	Europe's	adjusted	sustainable	income,	will	be	the	result	of	negotiation	between	us	and Visa	Europe.	The	put	option	provides	an	arbitration	mechanism	in	the	event	that	the	two	parties	are	unable	to	agree	on	the	ultimate	purchase	price.	See Note	2—Visa	Europe	to	our	consolidated	financial	statements	for	further	detail	regarding	the	calculation	of	the	put	exercise	price	under	the	agreement.

The	fair	value	of	Visa	Europe's	option	was	estimated	to	be	approximately	 $145	million	at	September	30,	2014.	While	the	put	option	is	in	fact	non- transferable,	this	amount,	recorded	in	our	financial	statements,	represents	our	estimate	of	the	amount	we	would	be	required	to	pay	a	third-party	market participant	to	transfer	the	potential	obligation	in	an	orderly	transaction.	The	fair	value	of	the	put	option	is	computed	by	comparing	the	estimated	strike price,	under	the	terms	of	the	put	agreement,	to	the	estimated	fair	value	of	Visa	Europe.	The	fair	value	of	Visa	Europe	is	defined	as	the	estimated	amount a	third-party	market	participant	might	pay	in	an	arm's	length	transaction	under	normal	business	conditions.	A	probability	of	exercise	assumption	is	applied to	reflect	the	possibility	that	Visa	Europe	will	never	exercise	its	option.

While	this	amount	represents	the	fair	value	of	the	put	option	at	September	30,	2014,	it	does	not	represent	the	actual	purchase	price	that	we	may	be required	to	pay	if	the	option	is	exercised.	Given	current	economic	conditions,	the	purchase	price	under	the	terms	of	the	put	option	would	likely	be	in excess	of	$10	billion.	See	the	Liquidity	and	Capital	Resources	section	of	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of Operations	for	further	discussion.

Assumptions	and	judgment.	The	most	significant	estimates	used	in	the	valuation	of	the	put	option	are	the	assumed	probability	that	Visa	Europe	will elect	to	exercise	its	option	and	the	estimated	differential	between	the	forward	price-to-earnings	multiple	applicable	to	our	common	stock,	as	defined	in	the put	option	agreement,	and	that	applicable	to	Visa	Europe	on	a	stand-alone	basis	at	the	time	of	exercise,	which	we	refer	to	as	the	P/E	differential.

Probability	of	exercise—Exercise	of	the	put	option	is	at	the	sole	discretion	of	Visa	Europe	(on	behalf	of	the	Visa	Europe	shareholders	pursuant	to authority	granted	to	Visa	Europe,	under	its	Articles	of	Association).	We	estimate	the	assumed	probability	of	exercise	based	on	reasonably	available information	including,	but	not	limited	to:	(i)	Visa	Europe's	stated	intentions;	(ii)	indications	that	Visa	Europe	is	preparing	to	exercise	as	reflected	in	its reported	financial	results;	(iii)	evaluation	of	market	conditions,	including	the	regulatory	environment,	that	could	impact	the	potential	future	profitability	of Visa	Europe;	and	(iv)	qualitative	factors	applicable	to	Visa	Europe's	largest	members,	which	could	indicate	a	change	in	their	need	or	desire	to	liquidate their	investment	holdings.

P/E	differential—The	P/E	differential	is	determined	by	estimating	the	relative	difference	in	the	forward	price-to-earnings	multiples	applicable	to	our common	stock,	as	defined	in	the	put	option	agreement,	and	that	applicable	to	Visa	Europe	at	the	time	of	exercise.	For	valuation	purposes,	the	forward price-to-earnings	multiple	applicable	to	our	common	stock	at	the	time	of	exercise	is	estimated	by	evaluating	various	quantitative	measures	and	qualitative factors.	Quantitatively,	we	estimate	our	P/E	ratio	by	dividing	the	average	stock	price	over	the	preceding	24	months	(the	"long-term	P/E	calculation")	and the	last	30	trading	dates	(the	"30-day	P/E	calculation")	prior	to	the	measurement	date	by	the	median	estimate	of	our	net	income	per	share	for	the	12 months	starting	with	the	next	calendar	quarter	immediately	following	the	reporting	date.	This	median	earnings	estimate	is	obtained	from	the	Institutional Brokers'	Estimate	System.	We	then	determine	the	best	estimate	of	our	long-term	price-to-earnings	multiple	for	valuation	purposes	by	qualitatively evaluating	the	30-day	P/E	calculation	as	compared	to	the	long-term	P/E	calculation.	In	this	evaluation	we	examine	both	measures	to	determine	whether differences,	if	any,	are	the	result	of	a	fundamental	change	in	our	long-term	value	or	the	result	of	short-term	market	volatility	or	other	non-Company	specific market	factors	that	may	not	be	indicative	of	our	long-term	forward	P/E.	We	believe,	given	the	perpetual	nature	of	the	put	option,	that	a	market	participant would	more	heavily	weigh	long-term	value	indicators,	as	opposed	to	short-term	indicators.

Factors	that	might	indicate	a	fundamental	change	in	long-term	value	include,	but	are	not	limited	to,	changes	in	the	regulatory	environment,	client portfolios,	long-term	growth	rates	or	new	product	innovations.	A	consistent	methodology	is	applied	to	a	group	of	comparable	public	companies	used	to estimate	the	forward	price-to-earnings	multiple	applicable	to	Visa	Europe.	These	estimates,	therefore,	are	impacted	by	changes	in	stock	prices	and	the financial	market's	expectations	of	our	future	earnings	and	those	of	comparable	companies.

Other	estimates	of	lesser	significance	include	growth	rates	and	foreign	currency	exchange	rates	applied	in	the	calculation	of	Visa	Europe's	adjusted sustainable	income.	The	valuation	model	assumes	a	large	range	of	annual	growth	rates,	reflecting	the	different	economic	environments	and circumstances	under	which	Visa	Europe	could	decide	to	exercise	its	option.	The	lowest	growth	rates	assumed	reflect	Visa	Europe's	current	business model	as	an	association,	owned	by	its	member	banks,	while	the	highest	reflect	a	successful	shift	to	a	for-profit	model	in	anticipation	of	its	exercise.	The scenarios	with	higher	growth	rates	are	assigned	a	significantly	higher	probability	in	the	valuation	model,	as	we	believe	a	market	participant	would	more heavily	weigh	these	scenarios	as	it	is	likely	that,	should	it	choose	to	exercise	its	option,	Visa	Europe	will	seek	to	maximize	the	purchase	price	by	adopting a	for-profit	business	model	in	advance	of	exercising	the	put	option.	The	foreign	exchange	rate	used	to	translate	Visa	Europe's	results	from	Euros	to	U.S. dollars	reflects	a	blend	of	forward	exchange	rates	observed	in	the	marketplace.	The	assumed	timing	of	exercise	of	the	put	option	used	in	the	various modeled	scenarios	is	not	an	overly	significant	assumption	in	the	valuation,	as	obligations	calculated	in	later	years	are	more	heavily	discounted	in	the calculation	of	present	value.

Impact	if	actual	results	differ	from	assumptions. In	the	determination	of	the	fair	value	of	the	put	option	at	 September	30,	2014,	we	have	assumed	a 40%	probability	of	exercise	by	Visa	Europe	at	some	point	in	the	future	and	an	estimated	long-term	P/E	differential	at	the	time	of	exercise	of	approximately 1.9x.	The	use	of	a	probability	of	exercise	that	is	 5%	higher	than	our	estimate	would	have	resulted	in	an	increase	of	approximately	 $18	million	in	the	value of	the	put	option.	An	increase	of	1.0x	in	the	assumed	P/E	differential	would	have	resulted	in	an	increase	of	approximately	$84	million	in	the	value	of	the put	option.	The	put	option	is	exercisable	at	any	time	at	the	sole	discretion	of	Visa	Europe.	As	such,	the	put	option	liability	is	included	in	accrued	liabilities in	our	consolidated	balance	sheet	at	September	30,	2014.	Classification	in	current	liabilities	is	not	an	indication	of	management's	expectation	of	exercise and	simply	reflects	the	fact	that	this	obligation	could	become	payable	within	12	months.

# Legal	and	Regulatory	Matters

Critical	estimates.	We	are	currently	involved	in	various	legal	proceedings,	the	outcomes	of	which	are	not	within	our	complete	control	or	may	not	be known	for	prolonged	periods	of	time.	Management	is	required	to	assess	the	probability	of	loss	and	amount	of	such	loss,	if	any,	in	preparing	our	financial statements.

Assumptions	and	judgment.	We	evaluate	the	likelihood	of	a	potential	loss	from	legal	or	regulatory	proceedings	to	which	we	are	a	party.	We	record	a liability	for	such	claims	when	a	loss	is	deemed	probable	and	the	amount	can	be	reasonably	estimated.	Significant	judgment	may	be	required	in	the determination	of	both	probability	and	whether	an	exposure	is	reasonably	estimable.	Our	judgments	are	subjective	based	on	the	status	of	the	legal	or regulatory	proceedings,	the	merits	of	our	defenses	and	consultation	with	in-house	and	outside	legal	counsel.	As	additional	information	becomes	available, we	reassess	the	potential	liability	related	to	pending	claims	and	may	revise	our	estimates.

Our	retrospective	responsibility	plan	only	addresses	monetary	liabilities	from	settlements	of,	or	final	judgments	in,	the	covered	litigation.	The	plan's mechanisms	include	the	use	of	the	litigation	escrow	account.	The	accrual	related	to	the	covered	litigation	could	be	either	higher	or	lower	than	the	litigation escrow	account	balance.	In	fiscal	2014,	we	recorded	litigation	accruals	totaling	$1.5	billion	for	covered	litigation,	reflecting	$1.1	billion	of	take-down payments	received	and	an	additional	provision	of	$450	million.	See	Note	3—Retrospective	Responsibility	Plan	and	Note	20—Legal	Matters	to	our consolidated	financial	statements.

Impact	if	actual	results	differ	from	assumptions.	 Due	to	the	inherent	uncertainties	of	the	legal	and	regulatory	processes	in	the	multiple	jurisdictions	in which	we	operate,	our	judgments	may	be	materially	different	than	the	actual	outcomes,	which	could	have	material	adverse	effects	on	our	business, financial	conditions	and	results	of	operations.	See	Note	20—Legal	Matters	to	our	consolidated	financial	statements.

# Income	Taxes

Critical	estimates.	In	calculating	our	effective	income	tax	rate,	we	make	judgments	regarding	certain	tax	positions,	including	the	timing	and	amount	of deductions	and	allocations	of	income	among	various	tax	jurisdictions.

Assumptions	and	judgment.	We	have	various	tax	filing	positions	with	regard	to	the	timing	and	amount	of	deductions	and	credits,	the	establishment	of liabilities	for	uncertain	tax	positions	and	the	allocation	of	income	among	various	tax	jurisdictions.	We	are	also	required	to	inventory,	evaluate	and	measure all	uncertain	tax	positions	taken	or	to	be	taken	on	tax	returns	and	to	record	liabilities	for	the	amount	of	such	positions	that	may	not	be	sustained,	or	may only	be	partially	sustained,	upon	examination	by	the	relevant	taxing	authorities.

Impact	if	actual	results	differ	from	assumptions.	 Although	we	believe	that	our	estimates	and	judgments	are	reasonable,	actual	results	may	differ	from these	estimates.	Some	or	all	of	these	judgments	are	subject	to	review	by	the	taxing	authorities.	If	one	or	more	of	the	taxing	authorities	were	to successfully	challenge	our	right	to	realize	some	or	all	of	the	tax	benefit	we	have	recorded,	and	we	were	unable	to	realize	this	benefit,	it	could	have	a material	adverse	effect	on	our	financial	results	and	cash	flows.

# ITEM	7A. Quantitative	and	Qualitative	Disclosures	About	Market	Risk

Market	risk	is	the	potential	economic	loss	arising	from	adverse	changes	in	market	factors.	Our	exposure	to	financial	market	risks	results	primarily from	fluctuations	in	foreign	currency	exchange	rates,	interest	rates	and	equity	prices.	Aggregate	risk	exposures	are	monitored	on	an	ongoing	basis.

# Foreign	Currency	Exchange	Rate	Risk

Although	most	of	our	activities	are	transacted	in	U.S.	dollars,	we	are	exposed	to	adverse	fluctuations	in	foreign	currency	exchange	rates.	Risks	from foreign	currency	exchange	rate	fluctuations	are	primarily	related	to	adverse	changes	in	the	U.S.	dollar	value	of	revenues	generated	from	foreign	currency- denominated	transactions	and	adverse	changes	in	the	U.S.	dollar	value	of	payments	in	foreign	currencies,	primarily	for	expenses	at	our	non-U.S. locations.	We	manage	these	risks	by	entering	into	foreign	currency	forward	contracts	that	hedge	exposures	of	the	variability	in	the	U.S.	dollar	equivalent of	anticipated	non-U.S.	dollar	denominated	cash	flows.	Our	foreign	currency	exchange	rate	risk	management	program	reduces,	but	does	not	entirely eliminate,	the	impact	of	foreign	currency	exchange	rate	movements.

The	aggregate	notional	amounts	of	our	foreign	currency	forward	contracts	outstanding	in	our	exchange	rate	risk	management	program,	including contracts	not	designated	for	cash	flow	hedge	accounting,	were	$1.3	billion	at	September	30,	2014	and	2013.	The	aggregate	notional	amount	outstanding at	September	30,	2014	is	fully	consistent	with	our	strategy	and	treasury	policy	aimed	at	reducing	foreign	exchange	risk	below	a	predetermined	and approved	threshold.	However,	actual	results	could	materially	differ	from	our	forecast.	The	effect	of	a	hypothetical	10%	change	in	the	value	of	the	U.S. dollar	is	estimated	to	create	an	additional	fair	value	gain	or	loss	of	approximately	$90	million	on	our	foreign	currency	forward	contracts	outstanding	at September	30,	2014.	See	Note	1—Summary	of	Significant	Accounting	Policies	and	Note	12—Derivative	Financial	Instruments	to	our	consolidated financial	statements.

We	are	also	subject	to	foreign	currency	exchange	risk	in	daily	settlement	activities.	This	risk	arises	from	the	timing	of	rate	setting	for	settlement	with clients	relative	to	the	timing	of	market	trades	for	balancing	currency	positions.	Risk	in	settlement	activities	is	limited	through	daily	operating	procedures, including	the	utilization	of	Visa	settlement	systems	and	our	interaction	with	foreign	exchange	trading	counterparties.

# Interest	Rate	Risk

Our	investment	portfolio	assets	are	held	in	both	fixed-rate	and	adjustable-rate	securities.	These	assets	are	included	in	cash	equivalents	and	short- term	or	long-term	available-for-sale	investments.	Investments	in	fixed-rate	instruments	carry	a	degree	of	interest	rate	risk.	The	fair	value	of	fixed-rate securities	may	be	adversely	impacted	due	to	a	rise	in	interest	rates.	Additionally,	a	falling-rate	environment	creates	reinvestment	risk	because	as securities	mature,	the	proceeds	are	reinvested	at	a	lower	rate,	generating	less	interest	income.	Historically,	we	have	been	able	to	hold	investments	until maturity.	Neither	our	operating	results	or	cash	flows	have	been,	nor	are	expected	to	be,	materially	impacted	by	a	sudden	change	in	market	interest	rates.

The	fair	value	balances	of	our	fixed-rate	investment	securities	at	 September	30,	2014	and	2013	were	$3.0	billion	and	$3.5	billion,	respectively.	A hypothetical	100	basis	point	increase	or	decrease	in	interest	rates	would	create	an	estimated	change	in	fair	value	of	approximately	$32	million	on	our fixed-rate	investment	securities	at	September	30,	2014.	The	fair	value	balances	of	our	adjustable-rate	debt	securities	were	 $1.9	billion	and	$1.1	billion	at September	30,	2014	and	2013,	respectively.

# Visa	Europe	Put	Option

We	have	a	liability	related	to	the	put	option	with	Visa	Europe,	which	is	recorded	at	fair	value	at	 September	30,	2014.	We	are	required	to	assess	the fair	value	of	the	put	option	on	a	quarterly	basis,	and	record	adjustments	as	necessary.	In	the	determination	of	the	fair	value	of	the	put	option	at September	30,	2014,	we	have	assumed	a	 40%	probability	of	exercise	by	Visa	Europe	at	some	point	in	the	future	and	a	P/E	differential,	at	the	time	of exercise,	of	approximately	1.9x.	The	use	of	a	probability	of	exercise	5%	higher	than	our	estimate	would	have	resulted	in	an

increase	of	approximately	$18	million	in	the	value	of	the	put	option.	An	increase	of	1.0x	in	the	assumed	P/E	differential	would	have	resulted	in	an	increase of	approximately	$84	million	in	the	value	of	the	put	option.	See	 Liquidity	and	Capital	Resources	and	Critical	Accounting	Estimates	above.

# Pension	Plan	Risk

At	September	30,	2014	and	2013,	our	U.S.	defined	benefit	pension	plan	assets	were	 $1.1	billion,	and	projected	benefit	obligations	were	$983	million and	$897	million,	respectively.	A	material	adverse	decline	in	the	value	of	pension	plan	assets	and/or	the	discount	rate	for	benefit	obligations	would	result in	a	decrease	in	the	funded	status	of	the	pension	plan,	an	increase	in	pension	cost	and	an	increase	in	required	funding.	We	will	continue	to	monitor	the performance	of	pension	plan	assets	and	market	conditions	as	we	evaluate	the	amount	of	our	contribution	to	the	pension	plan	for	fiscal	2015,	if	any,	which would	be	made	in	September	2015.

# ITEM	8. Financial	Statements	and	Supplementary	Data

# INDEX	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

| Report	of	Independent	Registered	Public	Accounting	Firm | 52 |
| :--- | :--- |
| Consolidated\tBalance\tSheets | 53 |
| Consolidated\tStatements\tof\tOperations | 55 |
| Consolidated\tStatements\tof\tComprehensive\tIncome | 57 |
| Consolidated\tStatements\tof\tChanges\tin\tEquity | 58 |
| Consolidated\tStatements\tof\tCash\tFlows | 61 |
| Notes\tto\tthe\tConsolidated\tFinancial\tStatements | 63 |

# Report	of	Independent	Registered	Public	Accounting	Firm

# The	Board	of	Directors	and	Stockholders

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Visa	Inc.	and	subsidiaries	as	of	 September	30,	2014	and	2013,	and	the	related consolidated	statements	of	operations,	comprehensive	income,	changes	in	equity,	and	cash	flows	for	each	of	the	years	in	the	three-year	period	ended September	30,	2014.	We	also	have	audited	Visa	Inc.'s	internal	control	over	financial	reporting	as	of	 September	30,	2014,	based	on	criteria	established	in Internal	Control	–	Integrated	Framework	(1992)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO).	Visa	Inc.'s management	is	responsible	for	these	consolidated	financial	statements,	for	maintaining	effective	internal	control	over	financial	reporting,	and	for	its assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Management's	Report	on	Internal	Control	over Financial	Reporting.	Our	responsibility	is	to	express	an	opinion	on	these	consolidated	financial	statements	and	an	opinion	on	the	Company's	internal control	over	financial	reporting	based	on	our	audits.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards require	that	we	plan	and	perform	the	audits	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement	and whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audits	of	the	consolidated	financial	statements included	examining,	on	a	test	basis,	evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements,	assessing	the	accounting	principles used	and	significant	estimates	made	by	management,	and	evaluating	the	overall	financial	statement	presentation.	Our	audit	of	internal	control	over financial	reporting	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	and testing	and	evaluating	the	design	and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk.	Our	audits	also	included	performing	such other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinions.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's internal	control	over	financial	reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail, accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(3)	provide reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	the	company's	assets	that	could	have	a material	effect	on	the	financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.

In	our	opinion,	the	consolidated	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	financial	position	of	Visa	Inc.	and subsidiaries	as	of	September	30,	2014	and	2013,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	years	in	the	three-year	period ended	September	30,	2014,	in	conformity	with	U.S.	generally	accepted	accounting	principles.	Also	in	our	opinion,	Visa	Inc.	maintained,	in	all	material respects,	effective	internal	control	over	financial	reporting	as	of	September	30,	2014,	based	on	criteria	established	in	Internal	Control	–	Integrated Framework	(1992)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.

/s/	KPMG	LLP

Santa	Clara,	California

# CONSOLIDATED	BALANCE	SHEETS

| Cash	and	cash	equivalents | $1,971 | $2,186 |
| :--- | :--- | :--- |
| Restricted\tcash—litigation\tescrow\t(Note\t3) | 1,498 | 49 |
| Investment\tsecurities\t(Note\t4): |  |  |
| Trading | 69 | 75 |
| Available-for-sale | 1,910 | 1,994 |
| Income\ttax\treceivable\t(Note\t19) | 91 | 142 |
| Settlement\treceivable | 786 | 799 |
| Accounts\treceivable | 822 | 761 |
| Customer\tcollateral\t(Note\t11) | 961 | 866 |
| Current\tportion\tof\tclient\tincentives | 210 | 282 |
| Deferred\ttax\tassets\t(Note\t19) | 1,028 | 481 |
| Prepaid\texpenses\tand\tother\tcurrent\tassets\t(Note\t5) | 216 | 187 |
| Total\tcurrent\tassets | 9,562 | 7,822 |
| Investment\tsecurities,\tavailable-for-sale\t(Note\t4) | 3,015 | 2,760 |
| Client\tincentives | 81 | 89 |
| Property,\tequipment\tand\ttechnology,\tnet\t(Note\t6) | 1,892 | 1,732 |
| Other\tassets\t(Note\t5) | 855 | 521 |
| Intangible\tassets,\tnet\t(Note\t7) | 11,411 | 11,351 |
| Goodwill\t(Note\t7) | 11,753 | 11,681 |
| Total\tassets | $38,569 | $35,956 |
| Liabilities |  |  |
| Accounts\tpayable | $147 | $184 |
| Settlement\tpayable | 1,332 | 1,225 |
| Customer\tcollateral\t(Note\t11) | 961 | 866 |
| Accrued\tcompensation\tand\tbenefits | 450 | 523 |
| Client\tincentives | 1,036 | 919 |
| Accrued\tliabilities\t(Note\t8) | 624 | 613 |
| Accrued\tlitigation\t(Note\t20) | 1,456 | 5 |
| Total\tcurrent\tliabilities | 6,006 | 4,335 |
| Deferred\ttax\tliabilities\t(Note\t19) | 4,145 | 4,149 |
| Other\tliabilities\t(Note\t8) | 1,005 | 602 |
| Total\tliabilities | 11,156 | 9,086 |

Commitments	and	contingencies	(Note	17)

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

# CONSOLIDATED	BALANCE	SHEETS—(Continued)

| Preferred	stock,	$0.0001	par	value,	25	shares	authorized	and	none	issued | $— | $— |
| :--- | :--- | :--- |
| outstanding\tat\tSeptember\t30,\t2014\tand\t2013,\trespectively\t(Note\t14) | — | — |
| September\t30,\t2014\tand\t2013\t(Note\t14) | — | — |
| outstanding\tat\tSeptember\t30,\t2014\tand\t2013,\trespectively\t(Note\t14) | — | — |
| Additional\tpaid-in\tcapital | 18,299 | 18,875 |
| Accumulated\tincome | 9,131 | 7,974 |
| Accumulated\tother\tcomprehensive\t(loss)\tincome,\tnet: |  |  |
| Investment\tsecurities,\tavailable-for-sale | 31 | 59 |
| Defined\tbenefit\tpension\tand\tother\tpostretirement\tplans | (84) | (60) |
| Derivative\tinstruments\tclassified\tas\tcash\tflow\thedges | 38 | 23 |
| Foreign\tcurrency\ttranslation\tadjustments | (2) | (1) |
| Total\taccumulated\tother\tcomprehensive\t(loss)\tincome,\tnet | (17) | 21 |
| Total\tequity | 27,413 | 26,870 |
| Total\tliabilities\tand\tequity | $38,569 | $35,956 |

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

| Service	revenues | $5,797 | $5,352 | $4,872 |
| :--- | :--- | :--- | :--- |
| Data\tprocessing\trevenues | 5,167 | 4,642 | 3,975 |
| International\ttransaction\trevenues | 3,560 | 3,389 | 3,025 |
| Other\trevenues | 770 | 716 | 704 |
| Client\tincentives | (2,592) | (2,321) | (2,155) |
| Total\toperating\trevenues | 12,702 | 11,778 | 10,421 |
| Operating\tExpenses |  |  |  |
| Personnel | 1,875 | 1,932 | 1,726 |
| Marketing | 900 | 876 | 873 |
| Network\tand\tprocessing | 507 | 468 | 414 |
| Professional\tfees | 328 | 412 | 385 |
| Depreciation\tand\tamortization | 435 | 397 | 333 |
| General\tand\tadministrative | 507 | 451 | 451 |
| Litigation\tprovision\t(Note\t20) | 453 | 3 | 4,100 |
| Total\toperating\texpenses | 5,005 | 4,539 | 8,282 |
| Operating\tincome | 7,697 | 7,239 | 2,139 |
| Non-operating\tincome | 27 | 18 | 68 |
| Income\tbefore\tincome\ttaxes | 7,724 | 7,257 | 2,207 |
| Income\ttax\tprovision\t(Note\t19) | 2,286 | 2,277 | 65 |
| Net\tincome\tincluding\tnon-controlling\tinterest | 5,438 | 4,980 | 2,142 |
| Loss\tattributable\tto\tnon-controlling\tinterest | — | — | 2 |
| Net\tincome\tattributable\tto\tVisa\tInc. | $5,438 | $4,980 | $2,144 |

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS—(Continued)

| Class	A	common	stock | $8.65 | $7.61 | $3.17 |
| :--- | :--- | :--- | :--- |
| Class\tB\tcommon\tstock | $3.63 | $3.20 | $1.40 |
| Class\tC\tcommon\tstock | $8.65 | $7.61 | $3.17 |
| Basic\tweighted-average\tshares\toutstanding\t(Note\t15) |  |  |  |
| Class\tA\tcommon\tstock | 498 | 520 | 524 |
| Class\tB\tcommon\tstock | 245 | 245 | 245 |
| Class\tC\tcommon\tstock | 26 | 28 | 41 |
| Diluted\tearnings\tper\tshare\t(Note\t15) |  |  |  |
| Class\tA\tcommon\tstock | $8.62 | $7.59 | $3.16 |
| Class\tB\tcommon\tstock | $3.62 | $3.19 | $1.39 |
| Class\tC\tcommon\tstock | $8.62 | $7.59 | $3.16 |
| Diluted\tweighted-average\tshares\toutstanding\t(Note\t15) |  |  |  |
| Class\tA\tcommon\tstock | 631 | 656 | 678 |
| Class\tB\tcommon\tstock | 245 | 245 | 245 |
| Class\tC\tcommon\tstock | 26 | 28 | 41 |

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME

| Net	income	including	non-controlling	interest | $5,438 | $4,980 | $2,142 |
| :--- | :--- | :--- | :--- |
| Other\tcomprehensive\t(loss)\tincome,\tnet\tof\ttax: |  |  |  |
| Investment\tsecurities,\tavailable-for-sale: |  |  |  |
| Net\tunrealized\t(loss)\tgain | (44) | 88 | 4 |
| Income\ttax\teffect | 17 | (33) | (1) |
| Reclassification\tadjustment\tfor\tnet\t(gain)\tloss\trealized\tin\tnet\tincome\tincluding\tnon-controlling\ninterest | (1) | 1 | — |
| Income\ttax\teffect | — | — | — |
| Defined\tbenefit\tpension\tand\tother\tpostretirement\tplans: |  |  |  |
| Net\tunrealized\tactuarial\t(loss)\tgain\tand\tprior\tservice\tcredit | (27) | 187 | (23) |
| Income\ttax\teffect | 8 | (70) | 9 |
| Amortization\tof\tactuarial\t(gain)\tloss\tand\tprior\tservice\tcredit\trealized\tin\tnet\tincome\tincluding\tnon-\ncontrolling\tinterest | (8) | 16 | 23 |
| Income\ttax\teffect | 3 | (7) | (9) |
| Derivative\tinstruments\tclassified\tas\tcash\tflow\thedges: |  |  |  |
| Net\tunrealized\tgain | 65 | 39 | 3 |
| Income\ttax\teffect | (13) | (6) | (1) |
| Reclassification\tadjustment\tfor\tnet\tgain\trealized\tin\tnet\tincome\tincluding\tnon-controlling\tinterest | (46) | (29) | (14) |
| Income\ttax\teffect | 9 | 6 | 7 |
| Foreign\tcurrency\ttranslation\tadjustments | (1) | — | 7 |
| Other\tcomprehensive\t(loss)\tincome,\tnet\tof\ttax | (38) | 192 | 5 |
| Comprehensive\tincome\tincluding\tnon-controlling\tinterest | 5,400 | 5,172 | 2,147 |
| Comprehensive\tloss\tattributable\tto\tnon-controlling\tinterest | — | — | 2 |
| Comprehensive\tincome\tattributable\tto\tVisa\tInc. | $5,400 | $5,172 | $2,149 |

# CONSOLIDATED	STATEMENTS	OF	CHANGES	IN	EQUITY

|  | Class	A | Common	Stock<br>Class	B | Class	C | Additional<br>Paid-In<br>Capital | Accumulated<br>Income | Accumulated<br>Other<br>Comprehensive<br>Income	(Loss) | Non-<br>Controlling<br>Interest | Total<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |  |
| Balance\tas\tof\tSeptember\t30,\t2011 | 520 | 245 | 47 | $ 19,907 | $6,706 | $(176) | $— | $26,437 |
| Net\tincome\tattributable\tto\tVisa\tInc. |  |  |  |  | 2,144 |  |  | 2,144 |
| Loss\tattributable\tto\tnon-controlling\tinterest |  |  |  |  |  |  | (2) | (2) |
| Other\tcomprehensive\tincome,\tnet\tof\ttax |  |  |  |  |  | 5 |  | 5 |
| Comprehensive\tincome\tincluding\tnon-controlling\tinterest |  |  |  |  |  |  |  | 2,147 |
| Issuance\tof\trestricted\tstock\tawards | 1 |  |  |  |  |  |  | — |
| Conversion\tof\tclass\tC\tcommon\tstock\tupon\tsale\tinto\npublic\tmarket | 16 |  | (16) |  |  |  |  | — |
| Share-based\tcompensation\t(Note\t16) |  |  |  | 147 |  |  |  | 147 |
| Excess\ttax\tbenefit\tfor\tshare-based\tcompensation |  |  |  | 71 |  |  |  | 71 |
| Cash\tproceeds\tfrom\texercise\tof\tstock\toptions | 4 |  |  | 174 |  |  |  | 174 |
| Restricted\tstock\tand\tperformance-based\tshares\tsettled\tin\ncash\tfor\ttaxes(1) | — |  |  | (40) |  |  |  | (40) |
| Cash\tdividends\tdeclared\tand\tpaid,\tat\ta\tquarterly\tamount |  |  |  |  |  |  |  |  |
| of\t$0.22\tper\tas-converted\tshare |  |  |  |  | (595) |  |  | (595) |
| Repurchase\tof\tclass\tA\tcommon\tstock | (6) |  |  | (264) | (446) |  |  | (710) |
| Purchase\tof\tnon-controlling\tinterest |  |  |  | (3) |  |  | 2 | (1) |
| Balance\tas\tof\tSeptember\t30,\t2012 | 535 | 245 | 31 | $ 19,992 | $7,809 | $(171) | $— | $27,630 |

(1)	Decrease	in	class	A	common	stock	is	less	than	1	million	shares.

# CONSOLIDATED	STATEMENTS	OF	CHANGES	IN	EQUITY—(Continued)

|  | Class	A | Common	Stock<br>Class	B | Class	C | Additional<br>Paid-In<br>Capital | Accumulated<br>Income | Accumulated<br>Other<br>Comprehensive<br>Income	(Loss) | Non-<br>Controlling<br>Interest | Total<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |  |
| Balance\tas\tof\tSeptember\t30,\t2012 | 535 | 245 | 31 | $ 19,992 | $7,809 | $(171) | $— | $27,630 |
| Net\tincome\tattributable\tto\tVisa\tInc. |  |  |  |  | 4,980 |  |  | 4,980 |
| Other\tcomprehensive\tincome,\tnet\tof\ttax |  |  |  |  |  | 192 |  | 192 |
| Comprehensive\tincome\tincluding\tnon-controlling\tinterest |  |  |  |  |  |  |  | 5,172 |
| Issuance\tof\trestricted\tstock\tawards | 1 |  |  |  |  |  |  | — |
| Conversion\tof\tclass\tC\tcommon\tstock\tupon\tsale\tinto |  |  |  |  |  |  |  |  |
| public\tmarket | 4 |  | (4) |  |  |  |  | — |
| Share-based\tcompensation\t(Note\t16) |  |  |  | 179 |  |  |  | 179 |
| Excess\ttax\tbenefit\tfor\tshare-based\tcompensation |  |  |  | 74 |  |  |  | 74 |
| Cash\tproceeds\tfrom\texercise\tof\tstock\toptions | 1 |  |  | 108 |  |  |  | 108 |
| Restricted\tstock\tand\tperformance-based\tshares\tsettled\tin\ncash\tfor\ttaxes\t(1) | — |  |  | (64) |  |  |  | (64) |
| Cash\tdividends\tdeclared\tand\tpaid,\tat\ta\tquarterly\tamount\nof\t$0.33\tper\tas-converted\tshare |  |  |  |  | (864) |  |  | (864) |
| Repurchase\tof\tclass\tA\tcommon\tstock\t(Note\t14) | (33) |  |  | (1,414) | (3,951) |  |  | (5,365) |
| Balance\tas\tof\tSeptember\t30,\t2013 | 508 | 245 | 27 | $ 18,875 | $7,974 | $21 | $— | $26,870 |

|  | Class	A | Common	Stock<br>Class	B | Class	C | Additional<br>Paid-In<br>Capital | Accumulated<br>Income | Accumulated<br>Other<br>Comprehensive<br>Income	(Loss) | Non-<br>Controlling<br>Interest | Total<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |  |
| Balance\tas\tof\tSeptember\t30,\t2013 | 508 | 245 | 27 | $ 18,875 | $7,974 | $21 | $— | $26,870 |
| Net\tincome\tattributable\tto\tVisa\tInc. |  |  |  |  | 5,438 |  |  | 5,438 |
| Other\tcomprehensive\tloss,\tnet\tof\ttax |  |  |  |  |  | (38) |  | (38) |
| Comprehensive\tincome\tincluding\tnon-controlling\tinterest |  |  |  |  |  |  |  | 5,400 |
| Issuance\tof\trestricted\tstock\tawards | 1 |  |  |  |  |  |  | — |
| Conversion\tof\tclass\tC\tcommon\tstock\tupon\tsale\tinto |  |  |  |  |  |  |  |  |
| public\tmarket | 5 |  | (5) |  |  |  |  | — |
| Share-based\tcompensation\t(Note\t16) |  |  |  | 172 |  |  |  | 172 |
| Excess\ttax\tbenefit\tfor\tshare-based\tcompensation |  |  |  | 90 |  |  |  | 90 |
| Cash\tproceeds\tfrom\texercise\tof\tstock\toptions | 1 |  |  | 91 |  |  |  | 91 |
| Restricted\tstock\tand\tperformance-based\tshares\tsettled\nin\tcash\tfor\ttaxes\t(1) | — |  |  | (86) |  |  |  | (86) |
| Cash\tdividends\tdeclared\tand\tpaid,\tat\ta\tquarterly\tamount\nof\t$0.40\tper\tas-converted\tshare\t(Note\t14) |  |  |  |  | (1,006) |  |  | (1,006) |
| Repurchase\tof\tclass\tA\tcommon\tstock\t(Note\t14) | (20) |  |  | (843) | (3,275) |  |  | (4,118) |
| Balance\tas\tof\tSeptember\t30,\t2014 | 495 | 245 | 22 | $ 18,299 | $9,131 | $(17) | $— | $27,413 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

| Net	income	including	non-controlling	interest | $5,438 | $4,980 | $2,142 |
| :--- | :--- | :--- | :--- |
| Adjustments\tto\treconcile\tnet\tincome\tincluding\tnon-controlling\tinterest\tto\tnet\tcash\tprovided\tby\t(used\tin)\noperating\tactivities: |  |  |  |
| Amortization\tof\tclient\tincentives | 2,592 | 2,321 | 2,155 |
| Share-based\tcompensation | 172 | 179 | 147 |
| Excess\ttax\tbenefit\tfor\tshare-based\tcompensation | (90) | (74) | (71) |
| Depreciation\tand\tamortization\tof\tproperty,\tequipment,\ttechnology\tand\tintangible\tassets | 435 | 397 | 333 |
| Deferred\tincome\ttaxes | (580) | 1,527 | (1,690) |
| Litigation\tprovision\t(Note\t20) | 453 | 3 | 4,101 |
| Other | 37 | 50 | (8) |
| Change\tin\toperating\tassets\tand\tliabilities: |  |  |  |
| Income\ttax\treceivable | 51 | 37 | (67) |
| Settlement\treceivable | 13 | (345) | (42) |
| Accounts\treceivable | (53) | (38) | (161) |
| Client\tincentives | (2,395) | (2,336) | (1,757) |
| Other\tassets | (430) | (543) | 41 |
| Accounts\tpayable | (56) | 40 | (17) |
| Settlement\tpayable | 107 | 506 | 270 |
| Accrued\tand\tother\tliabilities | 513 | 702 | (227) |
| Accrued\tlitigation\t(Note\t20) | 998 | (4,384) | (140) |
| Net\tcash\tprovided\tby\toperating\tactivities | 7,205 | 3,022 | 5,009 |
| Investing\tActivities |  |  |  |
| Purchases\tof\tproperty,\tequipment,\ttechnology\tand\tintangible\tassets | (553) | (471) | (376) |
| Proceeds\tfrom\tdisposal\tof\tproperty,\tequipment\tand\ttechnology | — | — | 2 |
| Investment\tsecurities,\tavailable-for-sale: |  |  |  |
| Purchases | (2,572) | (3,164) | (4,140) |
| Proceeds\tfrom\tmaturities\tand\tsales | 2,342 | 2,440 | 2,093 |
| Acquisitions,\tnet\tof\tcash\treceived | (149) | — | (3) |
| Purchases\tof\t/\tcontributions\tto\tother\tinvestments | (9) | (3) | (12) |
| Proceeds\t/\tdistributions\tfrom\tother\tinvestments | — | 34 | 22 |
| Net\tcash\tused\tin\tinvesting\tactivities | (941) | (1,164) | (2,414) |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS—(Continued)

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Financing\tActivities |  |  |  |
| Repurchase\tof\tclass\tA\tcommon\tstock\t(Note\t14) | (4,118) | (5,365) | (710) |
| Dividends\tpaid\t(Note\t14) | (1,006) | (864) | (595) |
| Deposits\tinto\tlitigation\tescrow\taccount—retrospective\tresponsibility\tplan\t(Note\t3) | (450) | — | (1,715) |
| (Return\tto)\tpayments\tfrom\tlitigation\tescrow\taccount—retrospective\tresponsibility\tplan\t(Note\t3) | (999) | 4,383 | 140 |
| Cash\tproceeds\tfrom\texercise\tof\tstock\toptions | 91 | 108 | 174 |
| Restricted\tstock\tand\tperformance-based\tshares\tsettled\tin\tcash\tfor\ttaxes | (86) | (64) | — |
| Excess\ttax\tbenefit\tfor\tshare-based\tcompensation | 90 | 74 | 71 |
| Payments\tfor\tearn-out\trelated\tto\tPlaySpan\tacquisition | — | (12) | (14) |
| Principal\tpayments\ton\tcapital\tlease\tobligations | — | (6) | (6) |
| Net\tcash\tused\tin\tfinancing\tactivities | (6,478) | (1,746) | (2,655) |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | (1) | — | 7 |
| (Decrease)\tincrease\tin\tcash\tand\tcash\tequivalents | (215) | 112 | (53) |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tyear | 2,186 | 2,074 | 2,127 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tyear | $1,971 | $2,186 | $2,074 |
| Supplemental\tDisclosure |  |  |  |
| Income\ttaxes\tpaid,\tnet\tof\trefunds | $2,656 | $595 | $2,057 |
| Non-cash\taccruals\trelated\tto\tpurchases\tof\tproperty,\tequipment,\ttechnology\tand\tintangible\tassets | $62 | $46 | $67 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# Note	1—Summary	of	Significant	Accounting	Policies

Organization.	In	a	series	of	transactions	from	October	1	to	October	3,	2007,	Visa	Inc.	("Visa"	or	the	"Company")	undertook	a	reorganization	in	which Visa	U.S.A.	Inc.	("Visa	U.S.A."),	Visa	International	Service	Association	("Visa	International"),	Visa	Canada	Corporation	("Visa	Canada")	and	Inovant	LLC ("Inovant")	became	direct	or	indirect	subsidiaries	of	Visa	and	established	the	retrospective	responsibility	plan	(the	"October	2007	reorganization"	or "reorganization").	See	Note	3—Retrospective	Responsibility	Plan.	The	reorganization	was	reflected	as	a	single	transaction	on	October	1,	2007	using	the purchase	method	of	accounting	with	Visa	U.S.A.	as	the	accounting	acquirer.	Visa	Europe	Limited	("Visa	Europe")	did	not	become	a	subsidiary	of	Visa	Inc., but	rather	remained	owned	and	governed	by	its	European	member	financial	institutions.	See	Note	2—Visa	Europe.

Visa	is	a	global	payments	technology	company	that	connects	consumers,	businesses,	financial	institutions	and	governments	in	more	than	200 countries	and	territories	to	fast,	secure	and	reliable	electronic	payments.	Visa	and	its	wholly-owned	consolidated	subsidiaries,	including	Visa	U.S.A.,	Visa International,	Visa	Worldwide	Pte.	Limited	("VWPL"),	Visa	Canada,	Inovant	and	CyberSource	Corporation	("CyberSource"),	operate	one	of	the	world's most	advanced	processing	networks	—	VisaNet	—	which	facilitates	authorization,	clearing	and	settlement	of	payment	transactions	worldwide.	VisaNet also	offers	fraud	protection	for	account	holders	and	assured	payment	for	merchants.	Visa	is	not	a	bank	and	does	not	issue	cards,	extend	credit	or	set rates	and	fees	for	account	holders	on	Visa-branded	cards	and	payment	products.	In	most	cases,	account	holder	and	merchant	relationships	belong	to, and	are	managed	by,	Visa's	financial	institution	clients.	Visa	provides	a	wide	variety	of	payment	solutions	that	support	payment	products	that	issuers	can offer	to	their	account	holders:	pay	now	with	debit,	pay	ahead	with	prepaid	or	pay	later	with	credit	products.	These	services	facilitate	transactions	on	Visa's network	among	account	holders,	merchants,	financial	institutions	and	governments	in	mature	and	emerging	markets	globally.

Consolidation	and	basis	of	presentation.	The	consolidated	financial	statements	include	the	accounts	of	Visa	and	its	consolidated	entities	and	are presented	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States	of	America	("U.S.	GAAP").	The	Company	consolidates	its majority-owned	and	controlled	entities,	including	variable	interest	entities	("VIEs")	for	which	the	Company	is	the	primary	beneficiary.	The	Company's investments	in	VIEs	have	not	been	material	to	its	consolidated	financial	statements	as	of	and	for	the	periods	presented.	All	significant	intercompany accounts	and	transactions	are	eliminated	in	consolidation.

Beginning	in	fiscal	2013,	current	income	tax	receivable	is	presented	separately	on	the	consolidated	balance	sheets.	Previously,	it	had	been	included in	the	prepaid	expenses	and	other	current	assets	line.	The	Company	also	combined	the	interest	income	(expense),	investment	income	and	other	lines	on the	consolidated	statements	of	operations	into	one	line	entitled,	"Non-operating	income."	All	prior	period	information	has	been	reclassified	to	conform	to current	period	presentation.

The	Company's	activities	are	interrelated,	and	each	activity	is	dependent	upon	and	supportive	of	the	other.	All	significant	operating	decisions	are based	on	analysis	of	Visa	as	a	single	global	business.	Accordingly,	the	Company	has	one	reportable	segment,	Payment	Services.

Use	of	estimates.	The	preparation	of	consolidated	financial	statements	in	conformity	with	U.S.	GAAP	requires	management	to	make	estimates	and assumptions	about	future	events.	These	estimates	and	assumptions	affect	the	reported	amounts	of	assets	and	liabilities	and	disclosure	of	contingent assets	and	liabilities	at	the	date	of	the	consolidated	financial	statements	and	reported	amounts	of	revenues	and	expenses	during	the	reporting	period. Future	actual	results	could	differ	materially	from	these	estimates.	The	use	of	estimates	in	specific	accounting	policies	is	described	further	below	as appropriate.

Cash	and	cash	equivalents.	Cash	and	cash	equivalents	include	cash	and	certain	highly	liquid	investments	with	original	maturities	of	90	days	or	less from	the	date	of	purchase.	Cash	equivalents	are	primarily	recorded	at	cost,	which	approximates	fair	value	due	to	their	generally	short	maturities.

Restricted	cash—litigation	escrow.	The	Company	maintains	an	escrow	account	from	which	monetary	liabilities	from	settlements	of,	or	judgments	in, the	covered	litigation	are	paid.	See	Note	3—Retrospective	Responsibility	Plan	and	Note	20—Legal	Matters	for	a	discussion	of	the	covered	litigation.	The escrow	funds	are	held	in	money	market	investments,	together	with	the	interest	earned,	less	applicable	taxes	payable,	and	classified	as	restricted	cash	on

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS—(Continued)

the	consolidated	balance	sheets.	Interest	earned	on	escrow	funds	is	included	in	non-operating	income	on	the	consolidated	statements	of	operations.

Investments	and	fair	value.	The	Company	measures	certain	assets	and	liabilities	at	fair	value.	Fair	value	is	the	price	that	would	be	received	to	sell	an asset	or	paid	to	transfer	a	liability	in	an	orderly	transaction	between	market	participants	at	the	measurement	date.	Fair	value	measurements	are	reported under	a	three-level	valuation	hierarchy.	See	Note	4—Fair	Value	Measurements	and	Investments.	The	classification	of	the	Company's	financial	assets	and liabilities	within	the	hierarchy	is	as	follows:

Level	1—Inputs	to	the	valuation	methodology	are	unadjusted	quoted	prices	in	active	markets	for	identical	assets	or	liabilities.	The	Company's	Level	1 assets	include	money	market	funds,	publicly-traded	equity	securities	and	U.S.	Treasury	securities.

Level	2—Inputs	to	the	valuation	methodology	can	include:	(1)	quoted	prices	in	active	markets	for	similar	(not	identical)	assets	or	liabilities;	(2)	quoted prices	for	identical	or	similar	assets	in	non-active	markets;	(3)	inputs	other	than	quoted	prices	that	are	observable	for	the	asset	or	liability;	or	(4)	inputs	that are	derived	principally	from	or	corroborated	by	observable	market	data.	The	Company's	Level	2	assets	and	liabilities	include	commercial	paper,	U.S. government-sponsored	debt	securities,	corporate	debt	securities	and	foreign	exchange	derivative	instruments.

Level	3—Inputs	to	the	valuation	methodology	are	unobservable	and	cannot	be	corroborated	by	observable	market	data.	The	Company's	Level	3 assets	and	liabilities	include	auction	rate	securities	and	the	Visa	Europe	put	option.

Trading	investment	securities	include	mutual	fund	equity	security	investments	related	to	various	employee	compensation	and	benefit	plans.	Trading activity	in	these	investments	is	at	the	direction	of	the	Company's	employees.	These	investments	are	held	in	a	trust	and	are	not	available	for	the Company's	operational	or	liquidity	needs.	Interest	and	dividend	income	and	changes	in	fair	value	are	recorded	in	non-operating	income,	and	offset	in personnel	expense	on	the	consolidated	statements	of	operations.

Available-for-sale	investment	securities	include	investments	in	debt	and	equity	securities.	These	securities	are	recorded	at	cost	at	the	time	of purchase	and	are	carried	at	fair	value.	The	Company	considers	these	securities	to	be	available-for-sale	to	meet	working	capital	and	liquidity	needs. Investments	with	original	maturities	of	greater	than	90	days	and	stated	maturities	of	less	than	one	year	from	the	balance	sheet	date,	or	investments	that the	Company	intends	to	sell	within	one	year,	are	classified	as	current	assets,	while	all	other	securities	are	classified	as	non-current	assets.	The	majority	of these	investments	are	classified	as	non-current	as	they	have	stated	maturities	of	more	than	one	year	from	the	balance	sheet	date.	However,	these investments	are	generally	available	to	meet	short-term	liquidity	needs.	Unrealized	gains	and	losses	are	reported	in	accumulated	other	comprehensive income	or	loss	on	the	consolidated	balance	sheets	until	realized.	The	specific	identification	method	is	used	to	calculate	realized	gain	or	loss	on	the	sale	of marketable	securities,	which	is	recorded	in	non-operating	income	on	the	consolidated	statements	of	operations.	Dividend	and	interest	income	are recognized	when	earned	and	are	included	in	non-operating	income	on	the	consolidated	statements	of	operations.

The	Company	evaluates	its	debt	and	equity	securities	for	other-than-temporary	impairment,	or	OTTI,	on	an	ongoing	basis.	When	there	has	been	a decline	in	fair	value	of	a	debt	or	equity	security	below	the	amortized	cost	basis,	the	Company	recognizes	OTTI	if:	(1)	it	has	the	intent	to	sell	the	security; (2)	it	is	more	likely	than	not	that	it	will	be	required	to	sell	the	security	before	recovery	of	the	amortized	cost	basis;	or	(3)	it	does	not	expect	to	recover	the entire	amortized	cost	basis	of	the	security.	The	Company	has	not	presented	required	separate	disclosures	because	its	gross	unrealized	loss	positions	in debt	or	equity	securities	for	the	periods	presented	are	not	material.

The	Company	applies	the	equity	method	of	accounting	for	investments	in	other	entities	when	it	holds	between	 20%	and	50%	ownership	in	the	entity or	when	it	exercises	significant	influence.	Under	the	equity	method,	the	Company's	share	of	each	entity's	profit	or	loss	is	reflected	in	non-operating	income on	the	consolidated	statements	of	operations.	The	equity	method	of	accounting	is	also	used	for	flow-through	entities	such	as	limited	partnerships	and limited	liability	companies	when	the	investment	ownership	percentage	is	equal	to	or	greater	than	5%	of	outstanding	ownership	interests,	regardless	of whether	the	Company	has	significant	influence	over	the	investees.

The	Company	applies	the	cost	method	of	accounting	for	investments	in	other	entities	when	it	holds	less	than	 20%	ownership	in	the	entity	and	does not	exercise	significant	influence,	or	for	flow-through	entities	when	the	investment	ownership	is	less	than	5%	and	the	Company	does	not	exercise significant	influence.	These	investments	consist	of	equity	holdings	in	non-public	companies	and	are	recorded	in	other	assets	on	the	consolidated	balance sheets.

The	Company	regularly	reviews	investments	accounted	for	under	the	cost	and	equity	methods	for	possible	impairment,	which	generally	involves	an analysis	of	the	facts	and	changes	in	circumstances	influencing	the	investment,	expectations	of	the	entity's	cash	flows	and	capital	needs,	and	the	viability of	its	business	model.

Financial	instruments.	The	Company	considers	the	following	to	be	financial	instruments:	cash	and	cash	equivalents,	restricted	cash-litigation	escrow, trading	and	available-for-sale	investment	securities,	settlement	receivable	and	payable,	customer	collateral,	non-marketable	equity	investments, settlement	risk	guarantee,	derivative	instruments,	and	the	Visa	Europe	put	option.	See	Note	4—Fair	Value	Measurements	and	Investments.

Settlement	receivable	and	payable.	The	Company	operates	systems	for	authorizing,	clearing	and	settling	payment	transactions	worldwide.	U.S. dollar	settlements	with	the	Company's	financial	institution	clients	are	typically	settled	within	the	same	day	and	do	not	result	in	a	receivable	or	payable balance,	while	settlement	currencies	other	than	the	U.S.	dollar	generally	remain	outstanding	for	one	to	two	business	days,	resulting	in	amounts	due	from and	to	clients.	These	amounts	are	presented	as	settlement	receivable	and	settlement	payable	on	the	consolidated	balance	sheets.

Customer	collateral.	The	Company	holds	cash	deposits	and	other	non-cash	assets	from	certain	clients	in	order	to	ensure	their	performance	of settlement	obligations	arising	from	Visa-branded	cards	and	payment	products	processed	in	accordance	with	the	Company's	operating	regulations.	The cash	collateral	assets	are	restricted	and	fully	offset	by	corresponding	liabilities	and	both	balances	are	presented	on	the	consolidated	balance	sheets.	Non- cash	collateral	assets	are	held	on	behalf	of	the	Company	by	a	third	party	and	are	not	recorded	on	the	consolidated	balance	sheets.	See	Note	11— Settlement	Guarantee	Management.

Client	incentives.	The	Company	enters	into	long-term	contracts	with	financial	institution	clients	and	other	business	partners	for	various	programs designed	to	build	payments	volume,	increase	Visa-branded	card	and	product	acceptance	and	win	merchant	routing	transactions	over	Visa's	network. These	incentives	are	primarily	accounted	for	as	reductions	to	operating	revenues	or	as	operating	expenses	if	a	separate	identifiable	benefit	at	fair	value can	be	established.	The	Company	generally	capitalizes	advance	incentive	payments	under	these	agreements	if	select	criteria	are	met.	The	capitalization criteria	include	the	existence	of	future	economic	benefits	to	Visa,	the	existence	of	legally	enforceable	recoverability	language	(e.g.,	early	termination clauses),	management's	ability	and	intent	to	enforce	the	recoverability	language	and	the	ability	to	generate	future	earnings	from	the	agreement	in	excess of	amounts	deferred.	Capitalized	amounts	are	amortized	over	the	shorter	of	the	period	of	contractual	recoverability	or	the	corresponding	period	of economic	benefit.	Incentives	not	yet	paid	are	accrued	systematically	and	rationally	based	on	management's	estimate	of	each	client's	performance.	These accruals	are	regularly	reviewed	and	estimates	of	performance	are	adjusted,	as	appropriate,	based	on	changes	in	performance	expectations,	actual	client performance,	amendments	to	existing	contracts	or	the	execution	of	new	contracts.	See	Note	17—Commitments	and	Contingencies.

Property,	equipment	and	technology,	net.	Property,	equipment	and	technology	are	recorded	at	historical	cost	less	accumulated	depreciation	and amortization,	which	are	computed	on	a	straight-line	basis	over	the	asset's	estimated	useful	life.	Depreciation	and	amortization	of	technology,	furniture, fixtures	and	equipment	are	computed	over	estimated	useful	lives	ranging	from	2	to	7	years.	Capital	leases	are	amortized	over	the	lease	term	and leasehold	improvements	are	amortized	over	the	shorter	of	the	useful	life	of	the	asset	or	lease	term.	Building	improvements	are	depreciated	between	3	and 40	years,	and	buildings	are	depreciated	over	 40	years.	Improvements	that	increase	functionality	of	the	asset	are	capitalized	and	depreciated	over	the asset's	remaining	useful	life.	Land	and	construction-in-progress	are	not	depreciated.	Fully	depreciated	assets	are	retained	in	property,	equipment	and technology,	net,	until	removed	from	service.

Technology	includes	purchased	and	internally	developed	software,	including	technology	assets	obtained	through	acquisitions.	Internally	developed software	represents	software	primarily	used	by	the	VisaNet	electronic	payments	network	and	CyberSource	platform.	Internal	and	external	costs	incurred during	the	preliminary	project

stage	are	expensed	as	incurred.	Qualifying	costs	incurred	during	the	application	development	stage	are	capitalized.	Once	the	project	is	substantially complete	and	ready	for	its	intended	use	these	costs	are	amortized	on	a	straight-line	basis	over	the	technology's	estimated	useful	life.	Acquired	technology assets	are	initially	recorded	at	fair	value	and	amortized	on	a	straight-line	basis	over	the	estimated	useful	life.

The	Company	evaluates	the	recoverability	of	long-lived	assets	for	impairment	annually	or	more	frequently	if	events	or	changes	in	circumstances indicate	that	the	carrying	amount	of	an	asset	or	asset	group	may	not	be	recoverable.	If	the	sum	of	expected	undiscounted	net	future	cash	flows	is	less than	the	carrying	amount	of	an	asset	or	asset	group,	an	impairment	loss	is	recognized	to	the	extent	that	the	carrying	amount	of	the	asset	or	asset	group exceeds	its	fair	value.	See	Note	6—Property,	Equipment	and	Technology,	Net.

Leases.	The	Company	enters	into	operating	and	capital	leases	for	the	use	of	premises,	software	and	equipment.	Rent	expense	related	to	operating lease	agreements,	which	may	or	may	not	contain	lease	incentives,	is	primarily	recorded	on	a	straight-line	basis	over	the	lease	term.

Intangible	assets,	net.	The	Company	records	identifiable	intangible	assets	at	fair	value	on	the	date	of	acquisition	and	evaluates	the	useful	life	of	each asset.

Finite-lived	intangible	assets	primarily	consist	of	customer	relationships,	reacquired	rights,	reseller	relationships	and	tradenames	obtained	through acquisitions.	Finite-lived	intangible	assets	are	amortized	on	a	straight-line	basis	and	are	tested	for	recoverability	if	events	or	changes	in	circumstances indicate	that	their	carrying	amounts	may	not	be	recoverable.	These	intangibles	have	useful	lives	ranging	from	3	to	15	years.	No	events	or	changes	in circumstances	indicate	that	impairment	existed	as	of	September	30,	2014.	See	Note	7—Intangible	Assets	and	Goodwill.

Indefinite-lived	intangible	assets	consist	of	tradename,	customer	relationships	and	the	Visa	Europe	franchise	right	acquired	in	the	October	2007 reorganization.	Intangible	assets	with	indefinite	useful	lives	are	not	amortized	but	are	evaluated	for	impairment	annually	or	more	frequently	if	events	or changes	in	circumstances	indicate	that	impairment	may	exist.	The	Company	first	assesses	qualitative	factors	to	determine	whether	it	is	necessary	to perform	a	quantitative	impairment	test	for	indefinite-lived	intangible	assets.	The	Company	assesses	each	category	of	indefinite-lived	intangible	assets	for impairment	on	an	aggregate	basis,	which	may	require	the	allocation	of	cash	flows	and/or	an	estimate	of	fair	value	to	the	assets	or	asset	group.	Impairment exists	if	the	fair	value	of	the	indefinite-lived	intangible	asset	is	less	than	the	carrying	value.	The	Company	relies	on	a	number	of	factors	when	completing impairment	assessments,	including	a	review	of	discounted	net	future	cash	flows,	business	plans	and	the	use	of	present	value	techniques.

The	Company	completed	its	annual	impairment	review	of	indefinite-lived	intangible	assets	as	of	 February	1,	2014,	and	concluded	there	was	 no impairment	as	of	that	date.	No	recent	events	or	changes	in	circumstances	indicate	that	impairment	of	the	Company's	indefinite-lived	intangible	assets existed	as	of	September	30,	2014.

Goodwill.	Goodwill	represents	the	excess	of	the	purchase	price	over	the	fair	value	of	the	net	assets	acquired	in	a	business	combination.	Goodwill	is not	amortized	but	is	evaluated	for	impairment	at	the	reporting	unit	level	annually	as	of	February	1,	or	more	frequently	if	events	or	changes	in circumstances	indicate	that	impairment	may	exist.

The	Company	evaluated	its	goodwill	for	impairment	on	February	1,	2014,	and	concluded	there	was	 no	impairment	as	of	that	date.	No	recent	events or	changes	in	circumstances	indicate	that	impairment	existed	as	of	September	30,	2014.

Accrued	litigation.	The	Company	evaluates	the	likelihood	of	an	unfavorable	outcome	in	legal	or	regulatory	proceedings	to	which	it	is	a	party	and records	a	loss	contingency	when	it	is	probable	that	a	liability	has	been	incurred	and	the	amount	of	the	loss	can	be	reasonably	estimated.	These judgments	are	subjective,	based	on	the	status	of	such	legal	or	regulatory	proceedings,	the	merits	of	the	Company's	defenses	and	consultation	with corporate	and	external	legal	counsel.	Actual	outcomes	of	these	legal	and	regulatory	proceedings	may	differ	materially	from	the	Company's	estimates.	The Company	expenses	legal	costs	as	incurred	in	professional	fees	in	the	consolidated	statements	of	operations.	See	Note	20—Legal	Matters.

Revenue	recognition.	The	Company's	operating	revenues	are	comprised	principally	of	service	revenues,	data	processing	revenues,	international transaction	revenues	and	other	revenues,	reduced	by	costs	incurred	under	client	incentives	arrangements.	The	Company	recognizes	revenue,	net	of sales	and	other	similar	taxes,	when	the	price	is	fixed	or	determinable,	persuasive	evidence	of	an	arrangement	exists,	the	service	is	performed	and collectability	of	the	resulting	receivable	is	reasonably	assured.

Service	revenues	consist	of	revenues	earned	for	providing	financial	institution	clients	with	support	services	for	the	delivery	of	Visa-branded	payment products	and	solutions.	Current	quarter	service	revenues	are	primarily	assessed	using	a	calculation	of	current	pricing	applied	to	the	prior	quarter's payments	volume.	The	Company	also	earns	revenues	from	assessments	designed	to	support	ongoing	acceptance	and	volume	growth	initiatives,	which are	recognized	in	the	same	period	the	related	volume	is	transacted.

Data	processing	revenues	consist	of	revenues	earned	for	authorization,	clearing,	settlement,	network	access	and	other	maintenance	and	support services	that	facilitate	transaction	and	information	processing	among	the	Company's	clients	globally	and	with	Visa	Europe.	Data	processing	revenues	are also	earned	for	transactions	processed	by	CyberSource's	online	payment	gateway	platform.	Data	processing	revenues	are	recognized	in	the	same	period the	related	transactions	occur	or	services	are	rendered.

Other	revenues	consist	mainly	of	license	fees	for	use	of	the	Visa	brand,	revenues	earned	from	Visa	Europe	in	connection	with	the	Visa	Europe Framework	Agreement	(see	Note	2—Visa	Europe),	fees	from	account	holder	services,	licensing	and	certification	and	other	activities	related	to	the Company's	acquired	entities.	Other	revenues	also	include	optional	service	or	product	enhancements,	such	as	extended	account	holder	protection	and concierge	services.	Other	revenues	are	recognized	in	the	same	period	the	related	transactions	occur	or	services	are	rendered.

Marketing.	The	Company	expenses	costs	for	the	production	of	advertising	as	incurred.	The	cost	of	media	advertising	is	expensed	when	the advertising	takes	place.	Sponsorship	costs	are	recognized	over	the	period	in	which	the	Company	benefits	from	the	sponsorship	rights.	Promotional	items are	expensed	as	incurred,	when	the	related	services	are	received,	or	when	the	related	event	occurs.

Income	taxes.	The	Company's	income	tax	expense	consists	of	two	components:	current	and	deferred.	Current	income	tax	expense	represents	taxes paid	or	payable	for	the	current	period.	Deferred	tax	assets	and	liabilities	are	recognized	to	reflect	the	future	tax	consequences	attributable	to	temporary differences	between	the	financial	statement	carrying	amounts	and	the	respective	tax	basis	of	existing	assets	and	liabilities,	and	operating	loss	and	credit carryforwards.	Deferred	tax	assets	and	liabilities	are	measured	using	enacted	tax	rates	expected	to	apply	to	taxable	income	in	the	years	in	which	those temporary	differences	are	expected	to	be	recovered	or	settled.	In	assessing	whether	deferred	tax	assets	are	realizable,	management	considers	whether	it is	more	likely	than	not	that	some	portion	or	all	of	the	deferred	tax	assets	will	not	be	realized.	A	valuation	allowance	is	recorded	for	the	portions	that	are	not expected	to	be	realized	based	on	the	level	of	historical	taxable	income,	projections	of	future	taxable	income	over	the	periods	in	which	the	temporary differences	are	deductible,	and	qualifying	tax	planning	strategies.

Where	interpretation	of	the	tax	law	may	be	uncertain,	the	Company	recognizes,	measures	and	discloses	income	tax	uncertainties.	The	Company accounts	for	interest	expense	and	penalties	related	to	uncertain	tax	positions	in	non-operating	income	in	the	consolidated	statements	of	operations.	The Company	files	a	consolidated	federal	income	tax	return	and,	in	certain	states,	combined	state	tax	returns.	The	Company	elects	to	claim	foreign	tax	credits in	any	given	year	if	such	election	is	beneficial	to	the	Company.	See	Note	19—Income	Taxes.

Pension	and	other	postretirement	benefit	plans .	The	Company's	defined	benefit	pension	and	other	postretirement	benefit	plans	are	actuarially evaluated,	incorporating	various	critical	assumptions	including	the	discount	rate	and	the	expected	rate	of	return	on	plan	assets	(for	qualified	pension plans).	The	discount	rate	is	based	on	a	"bond	duration	matching"	methodology,	which	reflects	the	matching	of	projected	plan	obligation	cash	flows	to	an average	of	high-quality	corporate	bond	yield	curves	whose	duration	matches	the	projected	cash	flows.

The	expected	rate	of	return	on	pension	plan	assets	considers	the	current	and	expected	asset	allocation,	as	well	as	historical	and	expected	returns	on	each plan	asset	class.	Any	difference	between	actual	and	expected	plan	experience,	including	asset	return	experience,	in	excess	of	a	10%	corridor	is recognized	in	net	periodic	pension	cost	over	the	expected	average	employee	future	service	period,	which	is	approximately	8	years	for	plans	in	the	United States.	Other	assumptions	involve	demographic	factors	such	as	retirement	age,	mortality,	attrition	and	the	rate	of	compensation	increases.	The	Company evaluates	assumptions	annually	and	modifies	them	as	appropriate.

The	Company	recognizes	the	funded	status	of	its	benefit	plans	in	its	consolidated	balance	sheets	as	other	assets,	accrued	liabilities	and	other liabilities.	The	Company	recognizes	settlement	losses	when	it	settles	pension	benefit	obligations,	including	making	lump-sum	cash	payments	to	plan participants	in	exchange	for	their	rights	to	receive	specified	pension	benefits,	when	certain	thresholds	are	met.	See	Note	10—Pension,	Postretirement	and Other	Benefits.

Foreign	currency	remeasurement	and	translation.	The	Company's	functional	currency	is	the	U.S.	dollar	for	the	majority	of	its	foreign	operations. Transactions	denominated	in	currencies	other	than	the	applicable	functional	currency	are	converted	to	the	functional	currency	at	the	exchange	rate	on	the transaction	date.	At	period	end,	monetary	assets	and	liabilities	are	remeasured	to	the	functional	currency	using	exchange	rates	in	effect	at	the	balance sheet	date.	Non-monetary	assets	and	liabilities	are	remeasured	at	historical	exchange	rates.	Resulting	foreign	currency	transaction	gains	and	losses related	to	conversion	and	remeasurement	are	recorded	in	general	and	administrative	expense	in	the	consolidated	statements	of	operations	and	were	not material	for	fiscal	2014,	2013	and	2012.

For	certain	foreign	operations,	the	Company's	functional	currency	may	be	the	local	currency	in	which	a	foreign	subsidiary	executes	its	business transactions.	Translation	from	the	local	currency	to	the	U.S.	dollar	is	performed	for	balance	sheet	accounts	using	exchange	rates	in	effect	at	the	balance sheet	date	and	for	revenue	and	expense	accounts	using	an	average	exchange	rate	for	the	period.	Resulting	translation	adjustments	are	reported	as	a component	of	accumulated	other	comprehensive	income	or	loss	on	the	consolidated	balance	sheets.

Derivative	financial	instruments.	The	Company	uses	foreign	exchange	forward	derivative	contracts	to	reduce	its	exposure	to	foreign	currency	rate changes	on	forecasted	non-functional	currency	denominated	operational	cash	flows.	Derivatives	are	carried	at	fair	value	on	a	gross	basis	in	either	prepaid and	other	current	assets	or	accrued	liabilities	on	the	consolidated	balance	sheets.	At	September	30,	2014,	derivatives	outstanding	mature	within	12 months	or	less.	Gains	and	losses	resulting	from	changes	in	fair	value	of	derivative	instruments	are	accounted	for	either	in	accumulated	other comprehensive	income	or	loss	on	the	consolidated	balance	sheets,	or	in	the	consolidated	statements	of	operations	(in	the	corresponding	account	where revenue	or	expense	is	hedged,	or	to	general	and	administrative	for	hedge	amounts	determined	to	be	ineffective)	depending	on	whether	they	are designated	and	qualify	for	hedge	accounting.	Fair	value	represents	the	difference	in	the	value	of	the	derivative	instruments	at	the	contractual	rate	and	the value	at	current	market	rates,	and	generally	reflects	the	estimated	amounts	that	the	Company	would	receive	or	pay	to	terminate	the	contracts	at	the reporting	date	based	on	broker	quotes	for	the	same	or	similar	instruments.	The	Company	does	not	enter	into	derivative	contracts	for	speculative	or	trading purposes.	See	Note	12—Derivative	Financial	Instruments.

Guarantees	and	indemnifications.	The	Company	recognizes	an	obligation	at	inception	for	guarantees	and	indemnifications	that	qualify	for recognition,	regardless	of	the	probability	of	occurrence.	The	Company	indemnifies	its	financial	institution	clients	for	settlement	losses	suffered	due	to	the failure	of	any	other	client	to	fund	its	settlement	obligations	in	accordance	with	Visa's	operating	regulations.	The	estimated	fair	value	of	the	liability	for settlement	indemnification	is	included	in	accrued	liabilities	on	the	consolidated	balance	sheets	and	is	described	in	Note	11—Settlement	Guarantee Management.	The	Company	indemnifies	Visa	Europe	for	claims	arising	from	the	Company's	or	Visa	Europe's	activities	that	are	brought	outside	of	Visa Europe's	region,	as	described	in	Note	2—Visa	Europe.

Share-based	compensation.	The	Company	recognizes	share-based	compensation	cost	using	the	fair	value	method	of	accounting.	The	Company recognizes	compensation	cost	for	awards	with	only	service	conditions	on	a	straight-line	basis	over	the	requisite	service	period,	which	is	generally	the vesting	period.	Compensation	cost	for	performance	and	market-condition-based	awards	is	recognized	on	a	graded-vesting	basis.	The	amount	is	initially

estimated	based	on	target	performance	and	is	adjusted	as	appropriate	based	on	management's	best	estimate	throughout	the	performance	period.	See Note	16—Share-based	Compensation.

Earnings	per	share.	The	Company	calculates	earnings	per	share	using	the	two-class	method	to	reflect	the	different	rights	of	each	class	and	series	of outstanding	common	stock.	The	dilutive	effect	of	incremental	common	stock	equivalents	is	reflected	in	diluted	earnings	per	share	by	application	of	the treasury	stock	method.	See	Note	15—Earnings	Per	Share.

# Recently	Issued	Accounting	Pronouncements

In	January	2013,	the	Financial	Accounting	Standards	Board	("FASB")	issued	Accounting	Standards	Update	("ASU")	2013-01,	which	clarifies	the scope	of	ASU	2011-11.	As	amended,	ASU	2011-11	requires	disclosure	of	the	effect	or	potential	effect	of	offsetting	arrangements	on	a	Company's	financial position	as	well	as	enhanced	disclosure	of	the	rights	of	offset	associated	with	a	Company's	recognized	derivative	instruments,	including	bifurcated embedded	derivatives,	repurchase	agreements	and	reverse	repurchase	agreements,	and	securities	borrowing	and	lending	transactions.	The	amended standard	impacts	presentation	only.	The	Company	adopted	the	standard	effective	October	1,	2013.	The	adoption	did	not	have	a	material	impact	on	the consolidated	financial	statements.

In	February	2013,	the	FASB	issued	ASU	2013-02,	which	established	the	effective	date	for	the	requirement	to	report	the	effect	of	significant reclassifications	out	of	accumulated	other	comprehensive	income	on	the	respective	line	items	in	net	income.	The	standard	impacts	presentation	only	and does	not	impact	the	underlying	components	of	other	comprehensive	income	or	net	income.	The	Company	adopted	the	standard	effective	October	1, 2013.

Beginning	with	fiscal	2014,	the	components	related	to	pension	and	postretirement	benefit	plans	are	presented	on

the	consolidated	statements	of	comprehensive	income.	All	prior	period	information	has	been	reclassified	to	conform

to	current	period	presentation.	The	adoption	did	not	have	a	material	impact	on	the	consolidated	financial

statements.

In	February	2013,	the	FASB	issued	ASU	2013-04,	which	provides	guidance	for	the	recognition,	measurement	and	disclosure	of	obligations	resulting from	joint	and	several	liability	arrangements	for	which	the	total	amount	of	the	obligation	is	fixed	at	the	reporting	date.	The	Company	will	adopt	the	standard effective	October	1,	2014.	The	adoption	is	not	expected	to	have	a	material	impact	on	the	consolidated	financial	statements.

In	March	2013,	the	FASB	issued	ASU	2013-05,	which	clarifies	the	applicable	guidance	for	the	release	of	the	cumulative	translation	adjustment	into net	income	when	a	parent	either	sells	a	part	or	all	of	its	investment	in	a	foreign	entity,	or	no	longer	holds	a	controlling	financial	interest	in	a	subsidiary	or group	of	assets	that	is	a	nonprofit	activity	or	a	business	within	a	foreign	entity.	The	Company	will	adopt	the	standard	effective	October	1,	2014.	The adoption	is	not	expected	to	have	a	material	impact	on	the	consolidated	financial	statements.

In	July	2013,	the	FASB	issued	ASU	2013-11,	which	provides	guidance	for	the	financial	statement	presentation	of	an	unrecognized	tax	benefit	when a	net	operating	loss	carryforward,	a	similar	tax	loss	or	a	tax	credit	carryforward	exists.	The	Company	will	adopt	the	standard	effective	October	1,	2014. The	adoption	is	not	expected	to	have	a	material	impact	on	the	consolidated	financial	statements.

In	May	2014,	the	FASB	issued	ASU	No.	2014-09,	which	requires	an	entity	to	recognize	the	amount	of	revenue	to	which	it	expects	to	be	entitled	for the	transfer	of	goods	or	services	to	customers.	The	ASU	will	replace	existing	revenue	recognition	guidance	in	U.S.	GAAP	when	it	becomes	effective.	The Company	will	adopt	the	standard	effective	October	1,	2017.	Early	application	is	not	permitted.	The	standard	permits	the	use	of	either	the	retrospective	or cumulative	effect	transition	method.	The	Company	is	evaluating	the	effect	that	ASU	2014-09	will	have	on	its	consolidated	financial	statements	and	related disclosures.	The	Company	has	not	yet	selected	a	transition	method	and	is	evaluating	the	full	effect	of	the	standard	on	its	ongoing	financial	reporting.

In	June	2014,	the	FASB	issued	ASU	No.	2014-12,	which	requires	a	performance	target	in	stock	compensation	awards	that	affects	vesting,	and	is achievable	after	the	requisite	service	period,	be	treated	as	a	performance	condition.	The	Company	will	adopt	the	standard	effective	October	1,	2016.	The adoption	is	not	expected	to	have	a	material	impact	to	the	consolidated	financial	statements.

# Note	2—Visa	Europe

As	part	of	Visa's	October	2007	reorganization,	Visa	Europe	exchanged	its	ownership	interest	in	Visa	International	and	Inovant	for	Visa	common stock,	a	put-call	option	agreement	and	a	Framework	Agreement,	as	described	below.

Visa	Europe	put	option	agreement.	The	Company	granted	Visa	Europe	a	perpetual	put	option,	which	if	exercised,	will	require	Visa	to	purchase	all	of the	outstanding	shares	of	capital	stock	of	Visa	Europe	from	its	members.	The	Company	is	required	to	purchase	the	shares	of	Visa	Europe	no	later	than 285	days	after	exercise	of	the	put	option.	The	put	option	agreement	provides	a	formula	for	determining	the	purchase	price	of	the	Visa	Europe	shares, which,	subject	to	certain	adjustments,	applies	Visa	Inc.'s	forward	price-to-earnings	multiple,	or	the	P/E	ratio	(as	defined	in	the	option	agreement),	at	the time	the	option	is	exercised	to	Visa	Europe's	adjusted	sustainable	income	for	the	forward	12-month	period	(as	defined	in	the	option	agreement),	or	the adjusted	sustainable	income.	The	calculation	of	Visa	Europe's	adjusted	sustainable	income	under	the	terms	of	the	put	option	agreement	includes potentially	material	adjustments	for	cost	synergies	and	other	negotiated	items.	Upon	exercise,	the	key	inputs	to	this	formula,	including	Visa	Europe's adjusted	sustainable	income,	will	be	the	result	of	negotiation	between	the	Company	and	Visa	Europe.	The	put	option	agreement	provides	an	arbitration mechanism	in	the	event	that	the	two	parties	are	unable	to	agree	on	the	ultimate	purchase	price.

The	fair	value	of	the	put	option	represents	the	value	of	Visa	Europe's	option,	which,	under	certain	conditions,	could	obligate	the	Company	to purchase	its	member	equity	interest	for	an	amount	above	fair	value.	The	fair	value	of	the	put	option	does	not	represent	the	actual	purchase	price	that	the Company	may	be	required	to	pay	if	the	option	is	exercised.	Given	current	economic	conditions,	the	purchase	price	under	the	terms	of	the	put	option would	likely	be	in	excess	of	$10	billion.	While	the	put	option	is	in	fact	non-transferable,	its	fair	value	represents	the	Company's	estimate	of	the	amount	the Company	would	be	required	to	pay	a	third-party	market	participant	to	transfer	the	potential	obligation	in	an	orderly	transaction.

The	fair	value	of	the	put	option	is	computed	by	comparing	the	estimated	strike	price,	under	the	terms	of	the	put	option	agreement,	to	the	estimated fair	value	of	Visa	Europe.	The	fair	value	of	Visa	Europe	is	defined	as	the	estimated	amount	a	third-party	market	participant	might	pay	in	an	arm's-length transaction	under	normal	business	conditions.	A	probability	of	exercise	assumption	is	applied	to	reflect	the	possibility	that	Visa	Europe	will	never	exercise its	option.

The	estimated	fair	value	of	the	put	option	represents	a	Level	3	accounting	estimate	due	to	a	lack	of	trading	in	active	markets	and	a	lack	of observable	inputs	in	measuring	fair	value.	See	Note	4—Fair	Value	Measurements	and	Investments.	The	valuation	of	the	put	option	therefore	requires substantial	judgment.	The	most	subjective	of	estimates	applied	in	valuing	the	put	option	are	the	assumed	probability	that	Visa	Europe	will	elect	to	exercise its	option	and	the	estimated	differential	between	the	P/E	ratio	and	the	P/E	ratio	applicable	to	Visa	Europe	on	a	standalone	basis	at	the	time	of	exercise, which	the	Company	refers	to	as	the	"P/E	differential."

Exercise	of	the	put	option	is	at	the	sole	discretion	of	Visa	Europe	(on	behalf	of	the	Visa	Europe	shareholders	pursuant	to	authority	granted	to	Visa Europe,	under	its	Articles	of	Association).	The	Company	estimates	the	assumed	probability	of	exercise	based	on	reasonably	available	information including,	but	not	limited	to:	(i)	Visa	Europe's	stated	intentions;	(ii)	indications	that	Visa	Europe	is	preparing	to	exercise	as	reflected	in	its	reported	financial results;	(iii)	evaluation	of	market	conditions,	including	the	regulatory	environment,	that	could	impact	the	potential	future	profitability	of	Visa	Europe;	and	(iv) qualitative	factors	applicable	to	Visa	Europe's	largest	members,	which	could	indicate	a	change	in	their	need	or	desire	to	liquidate	their	investment holdings.	Factors	impacting	the	assumed	P/E	differential	used	in	the	calculation	include	material	changes	in	the	P/E	ratio	of	Visa	and	those	of	a	group	of comparable	companies	used	to	estimate	the	forward	price-to-earnings	multiple	applicable	to	Visa	Europe.

The	Company	determined	the	fair	value	of	the	put	option	to	be	approximately	 $145	million	at	September	30,	2014	and	2013.	In	determining	the	fair value	of	the	put	option	on	these	dates,	the	Company	assumed	a	40%	probability	of	exercise	by	Visa	Europe	at	some	point	in	the	future	and	an	estimated long-term	P/E	differential	at	the	time	of	exercise	of	1.9x.	Changes	in	the	fair	value	of	the	put	option	are	recorded	as	non-cash,	non-operating	income	in	the Company's	consolidated	statements	of	operations.

The	put	option	is	exercisable	at	any	time	at	the	sole	discretion	of	Visa	Europe.	As	such,	the	put	option	liability	is	included	in	accrued	liabilities	on	the Company's	consolidated	balance	sheet	at	September	30,	2014.	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.

Visa	call	option	agreement.	Visa	Europe	granted	to	Visa	a	perpetual	call	option	under	which	the	Company	may	be	entitled	to	purchase	all	of	the share	capital	of	Visa	Europe.	The	Company	may	exercise	the	call	option	in	the	event	of	certain	triggering	events.	These	triggering	events	involve	the performance	of	Visa	Europe	measured	as	an	unremediated	decline	in	the	number	of	merchants	or	ATM's	in	the	Visa	Europe	region	that	accepts	Visa- branded	products.	The	Company	believes	the	likelihood	of	these	events	occurring	is	remote.

The	Framework	Agreement.	The	relationship	between	Visa	and	Visa	Europe	is	governed	by	a	Framework	Agreement,	which	provides	for	trademark and	technology	licenses	and	bilateral	services	as	described	below.

The	Company	granted	to	Visa	Europe	exclusive,	irrevocable	and	perpetual	licenses	to	use	the	Visa	trademarks	and	technology	intellectual	property owned	by	the	Company	and	certain	affiliates	within	the	Visa	Europe	region	for	use	in	the	field	of	financial	services,	payments,	related	information technology	and	information	processing	services	and	participation	in	the	Visa	system.	Visa	Europe	may	sublicense	the	Visa	trademarks	and	technology intellectual	property	to	its	members	and	other	sublicensees	under	agreed-upon	circumstances.

The	base	fee	for	these	irrevocable	and	perpetual	licenses	is	recorded	in	other	revenues	and	was	approximately	 $143	million	per	year	for	fiscal	2014, 2013	and	2012.	This	fee	is	eligible	for	adjustment	annually	based	on	the	annual	growth	of	the	gross	domestic	product	of	the	European	Union,	although the	adjustment	can	never	reduce	the	annual	fee	below	$143	million.	The	Company	determined	through	an	analysis	of	the	fee	rates	implied	by	the economics	of	the	agreement	that	the	base	fee,	as	adjusted	in	future	periods	based	on	the	growth	of	the	gross	domestic	product	of	the	European	Union, approximates	fair	value.

In	addition	to	the	licenses,	Visa	provides	Visa	Europe	with	authorization,	clearing	and	settlement	services	for	cross-border	transactions	involving Visa	Europe's	region	and	the	rest	of	the	world.	Visa	Europe	must	comply	with	certain	agreed-upon	global	rules	governing	the	interoperability	of	Visa's systems	with	the	systems	of	Visa	Europe	as	well	as	the	use	and	interoperability	of	the	Visa	trademarks.	The	parties	will	also	guarantee	the	obligations	of their	respective	clients	and	members	to	settle	transactions,	manage	certain	relationships	with	sponsors,	clients	and	merchants,	and	comply	with	rules relating	to	the	operation	of	the	Visa	enterprise.	Under	the	Framework	Agreement,	the	Company	indemnifies	Visa	Europe	for	claims	arising	from	the Company's	or	Visa	Europe's	activities	that	are	brought	outside	of	Visa	Europe's	region;	and	Visa	Europe	likewise	indemnifies	the	Company	for	such claims	brought	within	Visa	Europe's	region.	However,	Visa	Europe	has	expressed	an	"initial"	view	that	it	is	not	obligated	to	indemnify	the	Company	for	any claim	relating	to	the	European	Competition	Proceedings,	including	claims	asserted	in	both	the	European	Commission	matter	and	the	U.K.	Merchant Litigation.	The	Company	continues	to	firmly	believe	that	Visa	Europe	is	obligated	to	indemnify	the	Company	for	all	such	claims.	See	Note	20—Legal Matters.

The	Company	has	not	recorded	liabilities	associated	with	these	obligations	as	the	fair	value	of	such	obligations	was	determined	to	be	insignificant	at September	30,	2014	and	2013,	respectively.	The	Company	has	determined	that	the	value	of	services	exchanged	as	a	result	of	these	various	agreements approximates	fair	value	at	September	30,	2014	and	2013,	respectively.

# Note	3—Retrospective	Responsibility	Plan

The	Company	has	established	several	related	mechanisms	designed	to	address	potential	liability	under	certain	litigation	referred	to	as	the	"covered litigation."	These	mechanisms	are	included	in	and	referred	to	as	the	retrospective	responsibility	plan,	or	the	plan,	and	consist	of	a	litigation	escrow agreement,	the	conversion	feature	of	the	Company's	shares	of	class	B	common	stock,	the	indemnification	obligations	of	the	Visa	U.S.A.	members,	an interchange	judgment	sharing	agreement,	a	loss	sharing	agreement,	and	an	omnibus	agreement,	as	amended.

# Covered	litigation	consists	of:

•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	the	Company	refers	to	as	the	American	Express	litigation	(settled);

•the	Interchange	Multidistrict	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	the	Company's	IPO	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.

Litigation	escrow	agreement.	In	accordance	with	the	litigation	escrow	agreement,	the	Company	maintains	an	escrow	account,	from	which	monetary liabilities	from	settlements	of,	or	judgments	in,	the	covered	litigation	are	paid.	The	amount	of	the	escrow	is	determined	by	the	board	of	directors	and	the Company's	litigation	committee,	all	members	of	which	are	affiliated	with,	or	act	for,	certain	Visa	U.S.A.	members.	The	escrow	funds	are	held	in	money market	investments	along	with	the	interest	earned,	less	applicable	taxes,	and	are	classified	as	restricted	cash	on	the	consolidated	balance	sheets.

The	following	table	sets	forth	the	changes	in	the	litigation	escrow	account:

|  | Fiscal	2014 | Fiscal	2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Balance\tat\tOctober\t1 | $49 | $4,432 |
| Return\tof\ttakedown\tpayments\tfrom\tsettlement\tfund\tinto\tthe\tlitigation\tescrow\taccount | 1,056 | — |
| Deposits\tinto\tthe\tlitigation\tescrow\taccount | 450 | — |
| Payments\tto\topt-out\tmerchants(1) | (57) | — |
| Payments\tto\tclass\tplaintiff\tsettlement\tfund (1) | — | (4,033) |
| Payments\tto\tindividual\tplaintiff\tsettlement\tfund (1) | — | (350) |
| Balance\tat\tSeptember\t30 | $1,498 | $49 |

(1) These	payments	are	associated	with	the	interchange	multidistrict	litigation.	The	settlement	with	the	class	plaintiffs	in	these	proceedings	is	subject	to the	adjudication	of	appeals.	See	Note	20—Legal	Matters.

An	accrual	for	the	covered	litigation	and	a	change	to	the	litigation	provision	are	recorded	when	loss	is	deemed	to	be	probable	and	reasonably estimable.	In	making	this	determination,	the	Company	evaluates	available	information,	including	but	not	limited	to	recommendations	made	by	the	litigation committee.	The	accrual	related	to	the	covered	litigation	could	be	either	higher	or	lower	than	the	litigation	escrow	account	balance.	The	Company	recorded an	additional	$450	million	accrual	for	the	covered	litigation	during	fiscal	2014.	See	 Note	20—Legal	Matters.

Conversion	feature.	Under	the	terms	of	the	plan,	when	the	Company	funds	the	litigation	escrow	account,	the	shares	of	class	B	common	stock	are subject	to	dilution	through	an	adjustment	to	the	conversion	rate	of	the	shares	of	class	B	common	stock	to	shares	of	class	A	common	stock.	This	has	the same	economic	effect	on	earnings	per	share	as	repurchasing	the	Company's	class	A	common	stock,	because	it	reduces	the	class	B	conversion	rate	and consequently	the	as-converted	class	A	common	stock	share	count.	See	Note	14—Stockholders'	Equity.

Indemnification	obligations.	To	the	extent	that	amounts	available	under	the	litigation	escrow	arrangement	and	other	agreements	in	the	plan	are insufficient	to	fully	resolve	the	covered	litigation,	the	Company	will	use	commercially	reasonable	efforts	to	enforce	the	indemnification	obligations	of	Visa U.S.A.'s	members	for	such

excess	amount,	including	but	not	limited	to	enforcing	indemnification	obligations	pursuant	to	Visa	U.S.A.'s	certificate	of	incorporation	and	bylaws	and	in accordance	with	their	membership	agreements.

Interchange	judgment	sharing	agreement.	Visa	U.S.A.	and	Visa	International	have	entered	into	an	interchange	judgment	sharing	agreement	with certain	Visa	U.S.A.	members	that	have	been	named	as	defendants	in	the	interchange	multidistrict	litigation,	which	is	described	in	Note	20—Legal	Matters. Under	this	judgment	sharing	agreement,	Visa	U.S.A.	members	that	are	signatories	will	pay	their	membership	proportion	of	the	amount	of	a	final	judgment not	allocated	to	the	conduct	of	MasterCard.

Loss	sharing	agreement.	Visa	has	entered	into	a	loss	sharing	agreement	with	Visa	U.S.A.,	Visa	International	and	certain	Visa	U.S.A.	members.	The loss	sharing	agreement	provides	for	the	indemnification	of	Visa	U.S.A.,	Visa	International	and,	in	certain	circumstances,	Visa	with	respect	to:	(i)	the amount	of	a	final	judgment	paid	by	Visa	U.S.A.	or	Visa	International	in	the	covered	litigation	after	the	operation	of	the	interchange	judgment	sharing agreement,	plus	any	amounts	reimbursable	to	the	interchange	judgment	sharing	agreement	signatories;	or	(ii)	the	damages	portion	of	a	settlement	of	a covered	litigation	that	is	approved	as	required	under	Visa	U.S.A.'s	certificate	of	incorporation	by	the	vote	of	Visa	U.S.A.'s	specified	voting	members.	The several	obligation	of	each	bank	that	is	a	party	to	the	loss	sharing	agreement	will	equal	the	amount	of	any	final	judgment	enforceable	against	Visa	U.S.A., Visa	International	or	any	other	signatory	to	the	interchange	judgment	sharing	agreement,	or	the	amount	of	any	approved	settlement	of	a	covered	litigation, multiplied	by	such	bank's	then-current	membership	proportion	as	calculated	in	accordance	with	Visa	U.S.A.'s	certificate	of	incorporation.

Omnibus	agreement.	Visa	entered	into	an	omnibus	agreement	with	MasterCard	and	certain	Visa	U.S.A.	members	that	confirmed	and	memorialized the	signatories'	intentions	with	respect	to	the	loss	sharing	agreement,	the	interchange	judgment	sharing	agreement	and	other	agreements	relating	to	the interchange	multidistrict	litigation,	see	Note	20—Legal	Matters.	Under	the	omnibus	agreement,	the	monetary	portion	of	any	settlement	of	the	interchange multidistrict	litigation	covered	by	the	omnibus	agreement	would	be	divided	into	a	MasterCard	portion	at	33.3333%	and	a	Visa	portion	at	 66.6667%.	In addition,	the	monetary	portion	of	any	judgment	assigned	to	Visa-related	claims	in	accordance	with	the	omnibus	agreement	would	be	treated	as	a	Visa portion.	Visa	would	have	no	liability	for	the	monetary	portion	of	any	judgment	assigned	to	MasterCard-related	claims	in	accordance	with	the	omnibus agreement,	and	if	a	judgment	is	not	assigned	to	Visa-related	claims	or	MasterCard-related	claims	in	accordance	with	the	omnibus	agreement,	then	any monetary	liability	would	be	divided	into	a	MasterCard	portion	at	33.3333%	and	a	Visa	portion	at	 66.6667%.	The	Visa	portion	of	a	settlement	or	judgment covered	by	the	omnibus	agreement	would	be	allocated	in	accordance	with	specified	provisions	of	the	Company's	retrospective	responsibility	plan.	The litigation	provision	on	the	consolidated	statements	of	operations	is	not	impacted	by	the	execution	of	the	omnibus	agreement.

On	August	26,	2014,	Visa	entered	into	an	amendment	to	the	omnibus	agreement.	The	omnibus	amendment	makes	applicable	to	certain	settlements in	opt-out	cases	in	the	interchange	multidistrict	litigation	the	settlement-sharing	provisions	of	the	omnibus	agreement,	pursuant	to	which	the	monetary portion	of	any	settlement	of	the	interchange	multidistrict	litigation	covered	by	the	omnibus	agreement	would	be	divided	into	a	MasterCard	portion	at 33.3333%	and	a	Visa	portion	at	 66.6667%.	The	omnibus	amendment	also	provides	that	in	the	event	of	termination	of	the	class	Settlement	Agreement, Visa	and	MasterCard	would	make	mutually	acceptable	arrangements	so	that	Visa	shall	have	received	two-thirds	and	MasterCard	shall	have	received	one- third	of	the	total	of	(i)	the	sums	paid	to	defendants	as	a	result	of	the	termination	of	the	Settlement	Agreement	and	(ii)	the	takedown	payments	previously made	to	defendants.

# Note	4—Fair	Value	Measurements	and	Investments

# Fair	Value	Measurements

The	Company	measures	certain	assets	and	liabilities	at	fair	value.	See	 Note	1—Summary	of	Significant	Accounting	Policies.

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

|  | Level	1 |  | Level	2 |  | Level	3 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
|  |  |  | (in\tmillions) |  |  |  |
| Assets |  |  |  |  |  |  |
| Cash\tequivalents\tand\trestricted\tcash: |  |  |  |  |  |  |
| Money\tmarket\tfunds | $2,277 | $1,071 |  |  |  |  |
| Commercial\tpaper |  |  | $37 | $51 |  |  |
| Investment\tsecurities,\ttrading: |  |  |  |  |  |  |
| Equity\tsecurities | 69 | 75 |  |  |  |  |
| Investment\tsecurities,\tavailable-for-sale: |  |  |  |  |  |  |
| U.S.\tgovernment-sponsored\tdebt\tsecurities |  |  | 2,162 | 2,704 |  |  |
| U.S.\tTreasury\tsecurities | 2,176 | 1,673 |  |  |  |  |
| Equity\tsecurities | 58 | 101 |  |  |  |  |
| Corporate\tdebt\tsecurities |  |  | 522 | 269 |  |  |
| Auction\trate\tsecurities |  |  |  |  | $7 | $7 |
| Prepaid\tand\tother\tcurrent\tassets: |  |  |  |  |  |  |
| Foreign\texchange\tderivative\tinstruments |  |  | 40 | 23 |  |  |
| Total | $4,580 | $2,920 | $2,761 | $3,047 | $7 | $7 |
| Liabilities |  |  |  |  |  |  |
| Accrued\tliabilities: |  |  |  |  |  |  |
| Visa\tEurope\tput\toption |  |  |  |  | $145 | $145 |
| Foreign\texchange\tderivative\tinstruments |  |  | $6 | $15 |  |  |
| Total | $— | $— | $6 | $15 | $145 | $145 |

Level	1	assets	measured	at	fair	value	on	a	recurring	basis.	 Money	market	funds,	publicly-traded	equity	securities	and	U.S.	Treasury	securities	are classified	as	Level	1	within	the	fair	value	hierarchy,	as	fair	value	is	based	on	quoted	prices	in	active	markets.	The	increase	in	the	Company's	Level	1 assets	primarily	reflects	the	receipt	of	takedown	payments	related	to	the	interchange	multidistrict	litigation,	which	were	deposited	into	the	Company's litigation	escrow	account.	See	Note	3—Retrospective	Responsibility	Plan	and	Note	20—Legal	Matters.

Level	2	assets	and	liabilities	measured	at	fair	value	on	a	recurring	basis. The	fair	value	of	U.S.	government-sponsored	debt	securities	and	corporate debt	securities,	as	provided	by	third-party	pricing	vendors,	is	based	on	quoted	prices	in	active	markets	for	similar,	not	identical,	assets.	The	pricing	data obtained	from	outside	sources	is	reviewed	internally	for	reasonableness,	compared	against	benchmark	quotes	from	independent	pricing	sources,	then confirmed	or	revised	accordingly.	Commercial	paper	and	foreign	exchange	derivative	instruments	are	valued	using	inputs	that	are	observable	in	the market	or	can	be	derived	principally	from	or	corroborated	by	observable	market	data.	There	were	no	substantive	changes	to	the	valuation	techniques	and related	inputs	used	to	measure	fair	value	during	fiscal	2014.

Level	3	assets	and	liabilities	measured	at	fair	value	on	a	recurring	basis.	 Auction	rate	securities	are	classified	as	Level	3	due	to	a	lack	of	trading	in active	markets	and	a	lack	of	observable	inputs	in	measuring	fair	value.	There

were	no	substantive	changes	to	the	valuation	techniques	and	related	inputs	used	to	measure	fair	value	during	fiscal 2014.

Visa	Europe	put	option	agreement.	The	Company	has	granted	Visa	Europe	a	perpetual	put	option	which	is	carried	at	fair	value	in	accrued	liabilities on	the	consolidated	balance	sheets.	The	fair	value	of	the	put	option	was	$145	million	at	September	30,	2014	and	2013.	Changes	in	fair	value	are recorded	as	non-cash,	non-operating	income	in	the	Company's	consolidated	statements	of	operations.	See	Note	2—Visa	Europe.	The	liability	is	classified within	Level	3	as	the	assumed	probability	that	Visa	Europe	will	elect	to	exercise	its	option	and	the	estimated	P/E	differential	are	among	several unobservable	inputs	used	to	value	the	put	option.

# Assets	Measured	at	Fair	Value	on	a	Non-recurring	Basis

Non-marketable	equity	investments	and	investments	accounted	for	under	the	equity	method .	These	investments	are	classified	as	Level	3	due	to	the absence	of	quoted	market	prices,	the	inherent	lack	of	liquidity,	and	the	fact	that	inputs	used	to	measure	fair	value	are	unobservable	and	require management's	judgment.	When	certain	events	or	circumstances	indicate	that	impairment	may	exist,	the	Company	revalues	the	investments	using	various assumptions,	including	the	financial	metrics	and	ratios	of	comparable	public	companies.	The	Company	recognized	a	$15	million	other-than-temporary impairment	loss	related	to	these	investments	during	fiscal	2013.	There	were	no	significant	impairment	charges	incurred	during	fiscal	2014	and	2012.	At September	30,	2014	and	2013,	these	investments	totaled	$35	million	and	$30	million,	respectively.	These	assets	are	classified	in	other	assets	on	the consolidated	balance	sheets.	See	Note	5—Prepaid	Expenses	and	Other	Assets.

Due	to	a	change	in	the	Company's	relationship	with	one	of	its	investees	during	fiscal	2013,	the	Company	reclassified	equity	securities	previously accounted	for	as	an	equity	method	investment,	with	a	carrying	value	of	$12	million,	to	long-term	available-for-sale	investment	securities.	The	fair	value	of this	investment	at	September	30,	2014	and	2013	was	$53	million	and	$99	million,	respectively.

Non-financial	assets	and	liabilities.	 Long-lived	assets	such	as	goodwill,	indefinite-lived	intangible	assets,	finite-lived	intangible	assets,	and	property, equipment	and	technology	are	considered	non-financial	assets.	The	Company	does	not	have	any	non-financial	liabilities	measured	at	fair	value	on	a	non- recurring	basis.	Finite-lived	intangible	assets	primarily	consist	of	customer	relationships,	tradenames,	and	reseller	relationships,	all	of	which	were	obtained through	acquisitions.	See	Note	7—Intangible	Assets	and	Goodwill.

If	the	Company	were	required	to	perform	a	quantitative	assessment	for	impairment	testing	of	goodwill	and	indefinite-lived	intangible	assets,	the	fair values	would	generally	be	estimated	using	an	income	approach.	As	the	assumptions	employed	to	measure	these	assets	on	a	non-recurring	basis	are based	on	management's	judgment	using	internal	and	external	data,	these	fair	value	determinations	are	classified	as	Level	3	in	the	fair	value	hierarchy. The	Company	completed	its	annual	impairment	review	of	its	indefinite-lived	intangible	assets	and	goodwill	as	of	February	1,	2014,	and	concluded	that there	was	no	impairment.	No	recent	events	or	changes	in	circumstances	indicate	that	impairment	existed	at	September	30,	2014.	See	Note	1—Summary of	Significant	Accounting	Policies.

# Other	Financial	Instruments	not	Measured	at	Fair	Value

The	following	financial	instruments	are	not	measured	at	fair	value	on	the	Company's	consolidated	balance	sheet	at	 September	30,	2014,	but	require disclosure	of	their	fair	values:	time	deposits	recorded	in	prepaid	expenses	and	other	current	assets,	settlement	receivable	and	payable,	and	customer collateral.	The	estimated	fair	value	of	such	instruments	at	September	30,	2014,	approximates	their	carrying	value	due	to	their	generally	short	maturities.	If measured	at	fair	value	in	the	financial	statements,	these	financial	instruments	would	be	classified	as	Level	2	in	the	fair	value	hierarchy.

# Investments

# Trading	Investment	Securities

Trading	investment	securities	include	mutual	fund	equity	security	investments	related	to	various	employee	compensation	and	benefit	plans.	Trading activity	in	these	investments	is	at	the	direction	of	the	Company's	employees.	These	investments	are	held	in	trust	and	are	not	available	for	the	Company's operational	or	liquidity	needs.	Interest	and	dividend	income	and	changes	in	fair	value	are	recorded	in	non-operating	income,	and	offset	in	personnel expense	on	the	consolidated	statements	of	operations.	As	of	September	30,	2014	and	2013,	trading	investment	securities	totaled	 $69	million	and	$75 million,	respectively.

# Available-for-sale	Investment	Securities

The	amortized	cost,	unrealized	gains	and	losses	and	fair	value	of	available-for-sale	investment	securities	are	as	follows:

|  | Amortized<br>Cost | Gross	Unrealized<br>Gains | Losses | Fair<br>Value | Amortized<br>Cost | Gross	Unrealized<br>Gains | Losses | Fair<br>Value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (in\tmillions) | (in\tmillions) |  |  |  |
| U.S.\tgovernment-sponsored\tdebt\nsecurities | $2,160 | $2 | $— | $2,162 | $2,701 | $3 | $— | $2,704 |
| U.S.\tTreasury\tsecurities | 2,174 | 2 | — | 2,176 | 1,671 | 2 | — | 1,673 |
| Equity\tsecurities | 15 | 43 | — | 58 | 14 | 88 | (1) | 101 |
| Corporate\tdebt\tsecurities | 521 | 1 | — | 522 | 269 | — | — | 269 |
| Auction\trate\tsecurities | 7 | — | — | 7 | 7 | — | — | 7 |
| Total | $4,877 | $48 | $— | $4,925 | $4,662 | $93 | $(1) | $4,754 |
| Less:\tcurrent\tportion\tof\tavailable-for-\nsale\tinvestment\tsecurities |  |  |  | (1,910) | (1,910) |  |  | (1,994) |
| Long-term\tavailable-for-sale\tinvestment\nsecurities |  |  |  | $3,015 | $3,015 |  |  | $2,760 |

The	available-for-sale	investment	securities	primarily	include	U.S.	government-sponsored	debt	securities,	U.S.	Treasury	securities	and	corporate debt	securities.	Available-for-sale	debt	securities	are	presented	below	in	accordance	with	their	stated	maturities.	The	majority	of	these	investments,	$3.0 billion,	are	classified	as	non-current,	as	they	have	stated	maturities	of	more	than	one	year	from	the	balance	sheet	date.	However,	these	investments	are generally	available	to	meet	short-term	liquidity	needs.

| Due	within	one	year | $1,903 | $1,905 |
| :--- | :--- | :--- |
| Due\tafter\t1\tyear\tthrough\t5\tyears | 2,952 | 2,955 |
| Due\tafter\t5\tyears\tthrough\t10\tyears | — | — |
| Due\tafter\t10\tyears | 7 | 7 |
| Total | $4,862 | $4,867 |

# Investment	Income

Investment	income	is	recorded	as	non-operating	income	in	the	Company's	consolidated	statements	of	operations	and	consisted	of	the	following:

| Interest	and	dividend	income	on	cash	and	investments | $25 | $27 | $17 |
| :--- | :--- | :--- | :--- |
| Gain\ton\tother\tinvestments | 8 | 5 | 17 |
| Investment\tsecurities,\ttrading: |  |  |  |
| Unrealized\t(losses)\tgains,\tnet | (2) | 4 | 9 |
| Realized\tgains\t(losses),\tnet | 6 | 2 | (1) |
| Investment\tsecurities,\tavailable-for-sale: |  |  |  |
| Realized\tgains\t(losses),\tnet | 1 | (1) | — |
| Other-than-temporary\timpairment\ton\tinvestments | (3) | (15) | (6) |
| Investment\tincome | $35 | $22 | $36 |

# Note	5—Prepaid	Expenses	and	Other	Assets

Prepaid	expenses	and	other	current	assets	consisted	of	the	following:

|  | September	30,<br>2014 | September	30,<br>2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Prepaid\texpenses\tand\tmaintenance | $103 | $111 |
| Foreign\texchange\tderivative\tinstruments—(See\tNote\t12—Derivative\tFinancial\tInstruments) | 40 | 23 |
| Other | 73 | 53 |
| Total | $216 | $187 |

Other	non-current	assets	consisted	of	the	following:

|  | September	30,<br>2014 | September	30,<br>2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) | (in\tmillions) |
| Non-current\tincome\ttax\treceivable—(See\tNote\t19—Income\tTaxes)(1) | $597 | $253 |
| Pension\tassets—(See\tNote\t10—Pension,\tPostretirement\tand\tOther\tBenefits) | 164 | 192 |
| Other\tinvestments—(See\tNote\t4—Fair\tValue\tMeasurements\tand\tInvestments) | 35 | 30 |
| Long-term\tprepaid\texpenses\tand\tother | 51 | 46 |
| Non-current\tdeferred\ttax\tassets—(See\tNote\t19—Income\tTaxes) | 8 | — |
| Total | $855 | $521 |

(1)	 The	increase	in	non-current	income	tax	receivable	is	mainly	due	to	a	tax	benefit	related	to	the	deduction	for	U.S.	domestic	production	activities	taken during	fiscal	2014.

# Note	6—Property,	Equipment	and	Technology,	Net

Property,	equipment	and	technology,	net,	consisted	of	the	following:

|  | September	30,<br>2014 | September	30,<br>2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Land | $71 | $71 |
| Buildings\tand\tbuilding\timprovements | 787 | 766 |
| Furniture,\tequipment\tand\tleasehold\timprovements | 1,197 | 983 |
| Construction-in-progress | 76 | 74 |
| Technology | 1,784 | 1,545 |
| Total\tproperty,\tequipment\tand\ttechnology | 3,915 | 3,439 |
| Accumulated\tdepreciation\tand\tamortization | (2,023) | (1,707) |
| Property,\tequipment\tand\ttechnology,\tnet | $1,892 | $1,732 |

Technology	consists	of	both	purchased	and	internally	developed	software.	Internally	developed	software	primarily	represents	software	utilized	by	the VisaNet	electronic	payments	network	and	CyberSource	platform.	At	September	30,	2014	and	2013,	accumulated	amortization	for	technology	was	 $1,129 million	and	$959	million,	respectively.

At	September	30,	2014,	estimated	future	amortization	expense	on	technology	was	as	follows:

| Fiscal | 2015 | 2016 | 2017 | 2018 | 2019	and<br>thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | \t(in\tmillions) | \t(in\tmillions) |  |  |
| Estimated\tfuture\tamortization\texpense | $199 | $183 | $138 | $80 | $55 | $655 |

Depreciation	and	amortization	expense	related	to	property,	equipment	and	technology	was	 $369	million,	$328	million	and	$265	million	for	fiscal 2014,	2013	and	2012,	respectively.	Included	in	those	amounts	was	amortization	expense	on	technology	of	 $198	million,	$173	million	and	$132	million	for fiscal	2014,	2013	and	2012,	respectively.

# Note	7—Intangible	Assets	and	Goodwill

At	September	30,	2014	and	2013,	the	Company's	indefinite-lived	intangible	assets	consisted	of	customer	relationships	of	 $6.8	billion,	Visa tradename	of	$2.6	billion	and	a	Visa	Europe	franchise	right	of	 $1.5	billion,	all	of	which	were	acquired	as	part	of	the	Company's	October	2007 reorganization.	Customer	relationships	represent	the	value	of	relationships	with	clients	outside	of	the	United	States,	excluding	the	European	Union. Tradenames	represent	the	value	of	the	Visa	brand	outside	of	the	United	States,	excluding	the	European	Union.	Visa	Europe's	franchise	right	represents the	value	of	the	right	to	franchise	the	use	of	the	Visa	brand,	use	of	Visa	technology	and	access	to	the	overall	Visa	network	in	the	European	Union.

Indefinite-lived	and	finite-lived	intangible	assets	consisted	of	the	following:

|  |  | September	30,	2014 |  |  | September	30,	2013 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Gross | Accumulated\nAmortization | Net | Gross | Accumulated\nAmortization | Net |
|  |  |  | (in\tmillions) | (in\tmillions) |  |  |
| Finite-lived\tintangible\tassets: |  |  |  |  |  |  |
| Customer\trelationships | $339 | $(162) | $177 | $339 | $(125) | $214 |
| Tradenames | 192 | (54) | 138 | 192 | (41) | 151 |
| Reseller\trelationships | 95 | (48) | 47 | 95 | (36) | 59 |
| Other | 52 | (12) | 40 | 52 | (8) | 44 |
| Total\tfinite-lived\tintangible\tassets | $678 | $(276) | $402 | $678 | $(210) | $468 |
| Indefinite-lived\tintangible\tassets |  |  | 11,009 |  |  | 10,883 |
| Total\tintangible\tassets,\tnet |  |  | $11,411 |  |  | $11,351 |

Amortization	expense	related	to	finite-lived	intangible	assets	was	 $66	million,	$69	million	and	$68	million	for	fiscal	2014,	2013	and	2012, respectively.	At	September	30,	2014,	estimated	future	amortization	expense	on	finite-lived	intangible	assets	is	as	follows:

In	August	2014,	the	Company	entered	into	a	license	agreement	with	one	of	its	strategic	partners.	The	transaction	was	accounted	for	as	a	business combination.	Total	consideration	under	the	license	agreement	was	approximately	$15	million,	of	which	$12	million	was	recorded	as	goodwill.

# Note	8—Accrued	and	Other	Liabilities

Accrued	liabilities	consisted	of	the	following:

|  | September	30,<br>2014 | September	30,<br>2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) | (in\tmillions) |
| Accrued\toperating\texpenses | $199 | $182 |
| Visa\tEurope\tput\toption—(See\tNote\t2—Visa\tEurope)(1) | 145 | 145 |
| Deferred\trevenue | 82 | 60 |
| Accrued\tmarketing\tand\tproduct\texpenses | 11 | 27 |
| Accrued\tincome\ttaxes—(See\tNote\t19—Income\tTaxes) | 73 | 64 |
| Other | 114 | 135 |
| Total | $624 | $613 |

Other	non-current	liabilities	consisted	of	the	following:

|  | September	30,<br>2014 | September	30,<br>2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Accrued\tincome\ttaxes—(See\tNote\t19—Income\tTaxes)(2) | $855 | $453 |
| Employee\tbenefits | 92 | 86 |
| Other | 58 | 63 |
| Total | $1,005 | $602 |

(1)	 The	put	option	is	exercisable	at	any	time	at	the	sole	discretion	of	Visa	Europe	with	payment	required	 285	days	thereafter.	Classification	in	current liabilities	is	not	an	indication	of	management's	expectation	of	exercise	and	simply	reflects	the	fact	that	the	obligation	resulting	from	the	exercise	of	the instrument	could	become	payable	within	12	months.	The	fair	value	of	the	put	option	does	not	represent	the	actual	purchase	price	that	the	Company may	be	required	to	pay	if	the	option	is	exercised,	which	would	likely	be	in	excess	of	$10	billion.

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

# Note	9—Debt

Commercial	paper	program.	Visa	maintains	a	commercial	paper	program	to	support	its	working	capital	requirements	and	for	other	general	corporate purposes.	Under	the	program,	the	Company	is	authorized	to	issue	up	to	$3.0	billion	in	outstanding	notes,	with	maturities	up	to	397	days	from	the	date	of issuance.	The	Company	had	no	outstanding	obligations	under	the	program	at	September	30,	2014.

Credit	facility.	On	January	29,	2014,	the	Company	entered	into	an	unsecured	 $3.0	billion	revolving	credit	facility	(the	"Credit	Facility").	The	Credit Facility,	which	expires	on	January	28,	2015,	replaced	the	Company's	previous	 $3.0	billion	credit	facility,	which	terminated	on	January	29,	2014.	The	Credit Facility	contains	covenants	and	events	of	default	customary	for	facilities	of	this	type.	This	facility	is	maintained	to	provide	liquidity	in	the	event	of settlement	failures	by	the	Company's	clients,	to	back	up	the	commercial	paper	program	and	for	general	corporate	purposes.	The	participating	lenders	in the	Credit	Facility	include	certain	holders	of	the	Company's	class	B	and	class	C	common	stock,	certain	of	the	Company's	clients,	and	their	affiliates.

Interest	on	borrowings	under	the	Credit	Facility	would	be	charged	at	the	London	Interbank	Offered	Rate	("LIBOR")	or	an	alternative	base	rate,	in each	case	plus	applicable	margins	that	fluctuate	based	on	the	applicable	credit	rating	of	the	Company's	senior	unsecured	long-term	debt.	Visa	also	agreed to	pay	a	commitment	fee,	which	will	fluctuate	based	on	the	credit	rating	of	the	Company's	senior	unsecured	long-term	debt.	Currently,	the	applicable margin	is	0.00%	to	0.75%	depending	on	the	type	of	the	loan,	and	the	commitment	fee	is	 0.07%.	There	were	no	borrowings	under	either	facility	and	the Company	was	in	compliance	with	all	related	covenants	during	the	year	ended	and	as	of	September	30,	2014.

# Note	10—Pension,	Postretirement	and	Other	Benefits

The	Company	sponsors	various	qualified	and	non-qualified	defined	benefit	pension	and	other	postretirement	benefit	plans	that	provide	for	retirement and	medical	benefits	for	substantially	all	employees	residing	in	the	United	States.	The	Company	also	sponsors	other	pension	benefit	plans	that	provide benefits	for	internationally-based	employees	at	certain	non-U.S.	locations,	which	are	not	presented	below	as	they	are	not	material.	The	Company	uses	a September	30	measurement	date	for	its	pension	and	other	postretirement	benefit	plans.

Defined	benefit	pension	plans.	The	benefits	under	the	current	defined	benefit	pension	plan	are	earned	based	on	a	cash	balance	formula.	An employee's	cash	balance	account	is	credited	with	an	amount	equal	to	6%	of	eligible	compensation	plus	interest	based	on	30-year	Treasury	securities.	The funding	policy	is	to	contribute	annually	no	less	than	the	minimum	required	contribution	under	ERISA.

Postretirement	benefits	plan.	The	postretirement	benefits	plan	provides	medical	benefits	for	retirees	and	dependents	who	meet	minimum	age	and service	requirements.	Benefits	are	provided	from	retirement	date	until	age

65.	Retirees	must	contribute	on	a	monthly	basis	for	the	same	coverage	that	is	generally	available	to	active	employees	and	their	dependents.	The Company's	contributions	are	funded	on	a	current	basis.

# Summary	of	Plan	Activities

# Change	in	Benefit	Obligation:

|  | Pension	Benefits | Other<br>Postretirement	Benefits | Other<br>Postretirement	Benefits | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- | :--- |
|  | September\t30, |  | September\t30, |  |
|  | 2014 | 2013 | 2014 | 2013 |
|  |  | (in\tmillions) |  |  |
| Benefit\tobligation—beginning\tof\tfiscal\tyear | $897 | $990 | $25 | $32 |
| Service\tcost | 46 | 43 | — | — |
| Interest\tcost | 42 | 35 | 1 | 1 |
| Actuarial\tloss\t(gain) | 84 | (127) | (2) | (4) |
| Benefit\tpayments | (83) | (44) | (4) | $(4) |
| Plan\tamendment | $(3) | $— | $— | $— |
| Benefit\tobligation—end\tof\tfiscal\tyear | $983 | $897 | $20 | $25 |
| Accumulated\tbenefit\tobligation | $977 | $892 | NA | NA |
| Change\tin\tPlan\tAssets: |  |  |  |  |
| Fair\tvalue\tof\tplan\tassets—beginning\tof\tfiscal\tyear | $1,055 | $973 | $— | $— |
| Actual\treturn\ton\tplan\tassets | 135 | 126 | — | — |
| Company\tcontribution | 10 | — | 4 | 4 |
| Benefit\tpayments | (83) | (44) | (4) | (4) |
| Fair\tvalue\tof\tplan\tassets—end\tof\tfiscal\tyear | $1,117 | $1,055 | $— | $— |
| Funded\tstatus\tat\tend\tof\tfiscal\tyear | $134 | $158 | $(20) | $(25) |
| Recognized\tin\tConsolidated\tBalance\tSheets: |  |  |  |  |
| Non-current\tasset | $164 | $192 | $— | $— |
| Current\tliability | (7) | (8) | (3) | (4) |
| Non-current\tliability | (23) | (26) | (17) | (21) |
| Funded\tstatus\tat\tend\tof\tfiscal\tyear | $134 | $158 | $(20) | $(25) |

# Amounts	recognized	in	accumulated	other	comprehensive	income	before	tax:

|  | Pension	Benefits | Other<br>Postretirement	Benefits | Other<br>Postretirement	Benefits | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- | :--- |
|  | September\t30, |  | September\t30, | September\t30, |
|  | 2014 | 2013 | 2014 | 2013 |
|  |  | (in\tmillions) |  |  |
| Net\tactuarial\tloss\t(gain) | $121 | $108 | $(7) | $(6) |
| Prior\tservice\tcredit | (16) | (23) | (8) | (11) |
| Total | $105 | $85 | $(15) | $(17) |

# Amounts	from	accumulated	other	comprehensive	income	to	be	amortized	into	net	periodic	benefit	cost	in fiscal	2015:

|  | Pension	Benefits | Other<br>Postretirement<br>	Benefits |
| :--- | :--- | :--- |
|  | (in\tmillions) | (in\tmillions) |
| Actuarial\tloss\t(gain) | $1 | $(2) |
| Prior\tservice\tcredit | (7) | (3) |
| Total | $(6) | $(5) |

#      Benefit	obligations	in	excess	of	plan	assets	related	to	the	Company's	non-qualified	plan:

| Benefit	obligations	in	excess	of	plan	assets	related	to	the	Company's	non-qualified	plan: |  |  |
| :--- | :--- | :--- |
|  | Pension\tBenefits\nSeptember\t30,\n2014\n(in\tmillions) | 2013 |
| Accumulated\tbenefit\tobligation\tin\texcess\tof\tplan\tassets |  |  |
| Accumulated\tbenefit\tobligation—end\tof\tyear | $(30) | $(33) |
| Fair\tvalue\tof\tplan\tassets—end\tof\tyear | $— | $— |
| Projected\tbenefit\tobligation\tin\texcess\tof\tplan\tassets |  |  |
| Benefit\tobligation—end\tof\tyear | $(30) | $(34) |
| Fair\tvalue\tof\tplan\tassets—end\tof\tyear | $— | $— |

# Net	periodic	pension	and	other	postretirement	plan	cost:

|  | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tmillions) |  |  |  |
| Service\tcost | $46 | $43 | $38 | $— | $— | $— |
| Interest\tcost | 42 | 35 | 40 | 1 | 1 | 1 |
| Expected\treturn\ton\tassets | (68) | (61) | (55) | — | — | — |
| Amortization\tof: |  |  |  |  |  |  |
| Prior\tservice\tcredit | (8) | (9) | (9) | (3) | (3) | (3) |
| Actuarial\tloss\t(gain) | 1 | 28 | 33 | (1) | (1) | — |
| Net\tbenefit\tcost | $13 | $36 | $47 | $(3) | $(3) | $(2) |
| Curtailment\tgain | (3) | — | — | — | — | — |
| Settlement\tloss | 3 | — | 3 | — | — | — |
| Total\tnet\tperiodic\tbenefit\tcost | $13 | $36 | $50 | $(3) | $(3) | $(2) |

# Other	changes	in	plan	assets	and	benefit	obligations	recognized	in	other	comprehensive	income:

|  | Pension	Benefits |  | Other<br>Postretirement	Benefits |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2014 | 2013 | 2014 | 2013 |
|  |  |  | (in\tmillions) |  |
| Current\tyear\tactuarial\tloss\t(gain) | $18 | $(191) | $(2) | $(4) |
| Amortization\tof\tactuarial\t(loss)\tgain | (4) | (28) | 1 | 1 |
| Current\tyear\tprior\tservice\tcredit | (3) | — | — | — |
| Amortization\tof\tprior\tservice\tcredit | 11 | 9 | 3 | 3 |
| Total\trecognized\tin\tother\tcomprehensive\tincome | $22 | $(210) |  | $— |
| Total\trecognized\tin\tnet\tperiodic\tbenefit\tcost\tand\tother\tcomprehensive\tincome | $35 | $(174) |  | $(3) |

# Weighted	Average	Actuarial	Assumptions:

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Discount\trate\tfor\tbenefit\tobligation:(1) |  |  |  |
| Pension | 4.27% | 4.81% | 3.85% |
| Postretirement | 2.59% | 2.76% | 2.21% |
| Discount\trate\tfor\tnet\tperiodic\tbenefit\tcost: |  |  |  |
| Pension | 4.81% | 3.85% | 4.70% |
| Postretirement | 2.76% | 2.21% | 3.39% |
| Expected\tlong-term\trate\tof\treturn\ton\tplan\tassets (2) | 7.00% | 7.00% | 7.50% |
| Rate\tof\tincrease\tin\tcompensation\tlevels\tfor: |  |  |  |
| Benefit\tobligation | 4.00% | 4.50% | 4.50% |
| Net\tperiodic\tbenefit\tcost | 4.50% | 4.50% | 4.50% |

(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:	(i)	actual	return	on	plan	assets;

(ii)	historical	rates	of	return	on	various	asset	classes	in	the	portfolio;	(iii)	projections	of	returns	on	various	asset	classes;	and	(iv)	current	and	prospective capital	market	conditions	and	economic	forecasts.

The	assumed	annual	rate	of	future	increases	in	health	benefits	for	the	other	postretirement	benefits	plan	is	 8%	for	fiscal	2015.	The	rate	is	assumed to	decrease	to	5%	by	2020	and	remain	at	that	level	thereafter.	These	trend	rates	reflect	management's	expectations	of	future	rates.	Increasing	or decreasing	the	healthcare	cost	trend	by	1%	would	change	the	postretirement	plan	benefit	obligation	by	less	than	 $1	million.

# Pension	Plan	Assets

Pension	plan	assets	are	managed	with	a	long-term	perspective	to	ensure	that	there	is	an	adequate	level	of	assets	to	support	benefit	payments	to participants	over	the	life	of	the	pension	plan.	Pension	plan	assets	are	managed	by	external	investment	managers.	Investment	manager	performance	is measured	against	benchmarks	for	each	asset	class	on	a	quarterly	basis.	An	independent	consultant	assists	management	with	investment	manager selections	and	performance	evaluations.

Pension	plan	assets	are	broadly	diversified	to	maintain	a	prudent	level	of	risk	and	to	provide	adequate	liquidity	for	benefit	payments.	The	Company generally	evaluates	and	rebalances	the	pension	plan	assets,	as	appropriate,	to

ensure	that	allocations	are	consistent	with	target	allocation	ranges.	The	current	target	allocation	for	pension	plan	assets	is	as	follows:	equity	securities	of 50%	to	80%,	fixed	income	securities	of	25%	to	35%	and	other,	primarily	consisting	of	cash	equivalents	to	meet	near	term	expected	benefit	payments	and expenses,	of	up	to	7%.	At	September	30,	2014,	pension	plan	asset	allocations	for	the	above	categories	were	 69%,	29%	and	2%,	respectively,	which were	within	target	allocation	ranges.

The	following	table	sets	forth	by	level,	within	the	fair	value	hierarchy,	the	pension	plan's	investments	at	fair	value	as	of September	30,	2014	and 2013,	including	the	impact	of	unsettled	transactions:

|  | Level	1 | Level	1 | Level	2 | Level	2 | Level	3 | Level	3 | Total |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
|  |  |  |  |  | (in\tmillions) |  |  |  |
| Cash\tequivalents | $22 | $26 |  |  |  |  | $22 | $26 |
| Corporate\tdebt\tsecurities |  |  | $144 | $106 |  |  | 144 | 106 |
| Debt\tsecurities\tof\tU.S.\tTreasury\tand\tfederal\tagencies |  |  | 159 | 149 |  |  | 159 | 149 |
| Asset-backed\tsecurities |  |  |  |  | $25 | $23 | 25 | 23 |
| Equity\tsecurities | 767 | 751 |  |  |  |  | 767 | 751 |
| Total | $789 | $777 | $303 | $255 | $25 | $23 | $1,117 | $1,055 |

Level	1	assets.	Cash	equivalents	(money	market	funds)	and	equity	securities	are	classified	as	Level	1	within	the	fair	value	hierarchy,	as	fair	value	is based	on	quoted	prices	in	active	markets.

Level	2	assets.	The	fair	values	of	government-sponsored	and	corporate	debt	securities	are	based	on	quoted	prices	in	active	markets	for	similar assets	as	provided	by	third-party	pricing	vendors.	This	pricing	data	is	reviewed	internally	for	reasonableness	through	comparisons	with	benchmark	quotes from	independent	third-party	sources.	Based	on	this	review,	the	valuation	is	confirmed	or	revised	accordingly.

Level	3	assets.	Asset-backed	securities	are	bonds	that	are	backed	by	various	types	of	assets	and	primarily	consist	of	mortgage-backed	securities. Asset-backed	securities	are	classified	as	Level	3	due	to	a	lack	of	observable	inputs	in	measuring	fair	value.

There	were	no	transfers	between	Level	1	and	Level	2	assets	during	 fiscal	2014	or	2013.	A	separate	roll-forward	of	Level	3	plan	assets	measured	at fair	value	is	not	presented	because	activities	during	fiscal	2014	and	2013	were	immaterial.

# Cash	Flows

|  | Pension<br>Benefits | Other<br>Postretirement<br>Benefits |
| :--- | :--- | :--- |
| Actual\temployer\tcontributions |  | (in\tmillions) |
| 2014 | $10 | $4 |
| 2013 | $— | $4 |
| Expected\temployer\tcontributions |  |  |
| 2015 | $7 | $3 |
| Expected\tbenefit\tpayments |  |  |
| 2015 | $123 | $3 |
| 2016 | $124 | $3 |
| 2017 | $115 | $3 |
| 2018 | $108 | $3 |
| 2019 | $103 | $3 |
| 2020-2024 | $437 | $6 |

# Other	Benefits

The	Company	sponsors	a	defined	contribution	plan,	or	401(k)	plan,	that	covers	substantially	all	of	its	employees	residing	in	the	United	States. Personnel	costs	included	$46	million,	$44	million	and	$37	million	in	fiscal	2014,	2013	and	2012,	respectively,	for	expenses	attributable	to	the	Company's employees	under	the	401(k)	plan.	The	Company's	contributions	to	this	401(k)	plan	are	funded	on	a	current	basis,	and	the	related	expenses	are recognized	in	the	period	that	the	payroll	expenses	are	incurred.

# Note	11—Settlement	Guarantee	Management

The	Company	indemnifies	its	financial	institution	clients	for	settlement	losses	suffered	due	to	failure	of	any	other	client	to	fund	its	settlement obligations	in	accordance	with	Visa's	operating	regulations.	This	indemnification	creates	settlement	risk	for	the	Company	due	to	the	difference	in	timing between	the	date	of	a	payment	transaction	and	the	date	of	subsequent	settlement.	Settlement	at	risk,	or	exposure,	is	estimated	based	on	the	sum	of	the following	inputs:	(1)	average	daily	volumes	during	the	quarter	multiplied	by	the	estimated	number	of	days	to	settle	plus	a	safety	margin;	(2)	four	months	of rolling	average	chargebacks	volume;	and	(3)	the	total	balance	for	outstanding	Visa	Travelers	Cheques.

The	Company	maintains	and	regularly	reviews	global	settlement	risk	policies	and	procedures	to	manage	settlement	exposure,	which	may	require clients	to	post	collateral	if	certain	credit	standards	are	not	met.

The	Company's	settlement	exposure	is	limited	to	the	amount	of	unsettled	Visa	payment	transactions	at	any	point	in	time.	The	Company's	estimated maximum	settlement	exposure	increased	to	approximately	$56.9	billion	at	September	30,	2014,	compared	to	$53.8	billion	at	September	30,	2013,	as	a result	of	continued	growth	in	the	Company's	business.	Of	these	amounts,	$3.2	billion	and	$3.0	billion	at	September	30,	2014	and	2013,	respectively,	were covered	by	collateral.	The	total	available	collateral	balances	presented	below	were	greater	than	the	settlement	exposure	covered	by	customer	collateral held	due	to	instances	in	which	the	available	collateral	exceeded	the	total	settlement	exposure	for	certain	financial	institutions	at	each	date	presented.

The	Company	maintained	collateral	as	follows:

|  | September	30,<br>2014 | September	30,<br>2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Cash\tequivalents | $961 | $866 |
| Pledged\tsecurities\tat\tmarket\tvalue | 148 | 256 |
| Letters\tof\tcredit | 1,242 | 1,191 |
| Guarantees | 1,554 | 1,411 |
| Total | $3,905 | $3,724 |

Cash	equivalents	collateral	is	reflected	in	customer	collateral	on	the	consolidated	balance	sheets	as	it	is	held	in	escrow	in	the	Company's	name.	All other	collateral	is	excluded	from	the	consolidated	balance	sheets.	Pledged	securities	are	held	by	third	parties	in	trust	for	the	Company	and	clients.	Letters of	credit	are	provided	primarily	by	client	financial	institutions	to	serve	as	irrevocable	guarantees	of	payment.	Guarantees	are	provided	primarily	by	parent financial	institutions	to	secure	the	obligations	of	their	subsidiaries.	The	Company	routinely	evaluates	the	financial	viability	of	institutions	providing	the guarantees.

The	fair	value	of	the	settlement	risk	guarantee	is	estimated	using	a	proprietary	model	which	considers	statistically	derived	loss	factors	based	on historical	experience,	estimated	settlement	exposures	at	period	end	and	a	standardized	grading	process	for	clients	(using,	where	available,	third-party estimates	of	the	probability	of	customer	failure).	Historically,	the	Company	experienced	minimum	losses,	which	has	contributed	to	an	estimated probability-weighted	value	of	the	guarantee	of	approximately	$2	million	and	$1	million	at	September	30,	2014	and	2013,	respectively.	These	amounts	were reflected	in	accrued	liabilities	on	the	consolidated	balance	sheets.

# Note	12—Derivative	Financial	Instruments

The	Company	maintains	a	rolling	cash	flow	hedge	program	with	the	objective	of	reducing	exchange	rate	risk	from	forecasted	net	exposures	of revenues	derived	from	and	payments	made	in	non-functional	currencies	during	the	following	twelve	months.	The	aggregate	notional	amounts	of	the Company's	derivative	contracts	outstanding	in	its	hedge	program	were	$1.2	billion	and	$1.1	billion	at	September	30,	2014	and	2013,	respectively.	As	of September	30,	2014,	the	Company's	cash	flow	hedges	in	an	asset	position	totaled	 $39	million	and	were	classified	in	prepaid	expenses	and	other	current assets	on	the	consolidated	balance	sheet,	while	cash	flow	hedges	in	a	liability	position	totaled	$6	million	and	were	classified	in	accrued	liabilities	on	the consolidated	balance	sheet.	These	amounts	are	subject	to	master	netting	agreements,	which	provide	the	Company	with	a	legal	right	to	net	settle	multiple payable	and	receivable	positions	with	the	same	counterparty,	in	a	single	currency	through	a	single	payment.	However,	the	Company	presents	fair	values on	a	gross	basis	on	the	consolidated	balance	sheets.	See	Note	1—Summary	of	Significant	Accounting	Policies.

To	qualify	for	cash	flow	hedge	accounting	treatment,	the	Company	formally	documents,	at	inception	of	the	hedge,	all	relationships	between	the hedging	transactions	and	the	hedged	items,	as	well	as	the	Company's	risk	management	objective	and	strategy	for	undertaking	various	hedge transactions.	The	Company	also	formally	assesses	whether	the	derivatives	that	are	used	in	hedging	transactions	are	highly	effective	in	offsetting	changes in	the	cash	flows	of	the	hedged	items	and	whether	those	derivatives	may	be	expected	to	remain	highly	effective	in	future	periods.

The	Company	uses	regression	analysis	to	assess	effectiveness	prospectively	and	retrospectively.	The	effectiveness	tests	are	performed	on	the foreign	exchange	forward	contracts	based	on	changes	in	the	spot	rate	of	the	derivative	instrument	compared	to	changes	in	the	spot	rate	of	the	forecasted hedged	transaction.	Forward	points	are	excluded	for	effectiveness	testing	and	measurement	purposes.	The	excluded	forward	points	are	reported	in earnings.	For	fiscal	2014,	2013	and	2012,	the	amounts	by	which	earnings	were	reduced	relating	to	excluded	forward	points	were	 $27	million,	$14	million and	$16	million,	respectively.

The	effective	portion	of	changes	in	the	fair	value	of	derivative	contracts	is	recorded	as	a	component	of	accumulated	other	comprehensive	income	or loss	on	the	consolidated	balance	sheets.	When	the	forecasted

transaction	occurs	and	is	recognized	in	earnings,	the	amount	in	accumulated	other	comprehensive	income	or	loss	related	to	that	hedge	is	reclassified	to operating	revenue	or	expense.	The	Company	expects	to	reclassify	$41	million	pre-tax,	to	earnings	during	fiscal	2015.

The	Company's	derivative	financial	instruments	are	subject	to	both	credit	and	market	risk.	The	Company	monitors	the	credit-worthiness	of	the financial	institutions	that	are	counterparties	to	its	derivative	financial	instruments	and	does	not	consider	the	risks	of	counterparty	nonperformance	to	be significant.	The	Company	mitigates	this	risk	by	entering	into	master	netting	agreements	which	require	each	party	to	post	collateral	against	its	net	liability position	with	the	respective	counterparty.	As	of	September	30,	2014,	the	Company	has	received	collateral	of	 $29	million	from	counterparties,	which	is included	in	accrued	liabilities	on	the	consolidated	balance	sheet.	Notwithstanding	the	Company's	efforts	to	manage	foreign	exchange	risk,	there	can	be no	absolute	assurance	that	its	hedging	activities	will	adequately	protect	against	the	risks	associated	with	foreign	currency	fluctuations.	Credit	and	market risks	related	to	derivative	instruments	were	not	considered	significant	at	September	30,	2014.

Additional	disclosures	that	demonstrate	how	derivative	instruments	and	related	hedged	items	affect	an	entity's	financial	position,	financial performance	and	cash	flows	have	not	been	presented	because	the	impact	of	derivative	instruments	is	immaterial	to	the	overall	consolidated	financial statements.

# Note	13—Enterprise-wide	Disclosures	and	Concentration	of	Business

The	Company's	long-lived	net	property,	equipment	and	technology	assets	are	classified	by	major	geographic	areas	as	follows:

|  | September	30,<br>2014 | September	30,<br>2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| United\tStates | $1,798 | $1,621 |
| International | 94 | 111 |
| Total | $1,892 | $1,732 |

Revenue	by	geographic	market	is	primarily	based	on	the	location	of	the	issuing	financial	institution.	Revenues	earned	in	the	United	States	were approximately	54%	of	total	operating	revenues	in	fiscal	 2014	and	2013,	and	55%	in	fiscal	2012.	No	individual	country,	other	than	the	United	States, generated	more	than	10%	of	total	operating	revenues	in	these	years.

A	significant	portion	of	Visa's	operating	revenues	is	concentrated	among	its	largest	clients.	Loss	of	business	from	any	of	these	clients	could	have	an adverse	effect	on	the	Company.	The	Company	did	not	have	any	customer	that	generated	greater	than	10%	of	its	net	operating	revenues	in	fiscal	 2014, 2013	or	2012.

# Note	14—Stockholders'	Equity

The	number	of	shares	of	each	class	and	the	number	of	shares	of	class	A	common	stock	on	an	as-converted	basis	at September	30,	2014,	are	as follows:

| (in	millions,	except	conversion	rate) | Shares<br>Outstanding | Conversion	Rate	Into<br>Class	A<br>Common	Stock | As-converted	Class	A<br>Common<br>Stock	(1) |
| :--- | :--- | :--- | :--- |
| Class\tA\tcommon\tstock | 495 | — | 495 |
| Class\tB\tcommon\tstock | 245 | 0.4121 | 101 |
| Class\tC\tcommon\tstock | 22 | 1.0000 | 22 |
| Total |  |  | 618 |

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

Reduction	in	as-converted	shares.	During	fiscal	2014,	total	as-converted	class	A	common	stock	was	reduced	by	 22	million	shares,	at	an	average price	of	$209.15	per	share,	using	$4.6	billion	of	operating	cash	on	hand.	Of	the	$4.6	billion,	$4.1	billion	was	used	to	repurchase	class	A	common	stock	in the	open	market.	In	addition,	the	Company	deposited	$450	million	of	operating	cash	into	the	litigation	escrow	account	previously	established	under	the retrospective	responsibility	plan.	The	deposit	has	the	same	economic	effect	on	earnings	per	share	as	repurchasing	the	Company's	class	A	common	stock, because	it	reduces	the	class	B	conversion	rate	and	consequently	the	as-converted	class	A	common	stock	share	count.	See	Note	3—Retrospective Responsibility	Plan.

The	following	table	presents	share	repurchases	in	the	open	market	during	the	following	fiscal	years:

| (in	millions,	except	per	share	data) | 2014 | 2013 |
| :--- | :--- | :--- |
| Shares\trepurchased\tin\tthe\topen\tmarket\t (1) | 20 | 33 |
| Average\trepurchase\tprice\tper\tshare\t(2) | $208.50 | $161.94 |
| Total\tcost | $4,118 | $5,365 |

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

(2)	 Figures	in	table	may	not	recalculate	due	to	rounding.	Average	repurchase	price	per	share	is	calculated	based	on	unrounded	numbers.

The	stock	repurchases	and	litigation	escrow	deposit	discussed	above	reduced	the	funds	from	the	 $5.0	billion	share	repurchase	program	authorized by	the	Company's	board	of	directors	in	October	2013.	As	of	September	30,	2014,	the	program	had	remaining	authorized	funds	of	 $682	million.	All	share repurchase	programs	authorized	prior	to	October	2013	have	been	completed.	In	October	2014,	the	Company's	board	of	directors	authorized	an	additional $5.0	billion	share	repurchase	program.

Under	the	terms	of	the	retrospective	responsibility	plan,	when	the	Company	makes	a	deposit	into	the	litigation	escrow	account,	the	shares	of	class	B common	stock	are	subject	to	dilution	through	an	adjustment	to	the	conversion	rate	of	the	shares	of	class	B	common	stock	to	shares	of	class	A	common stock.

The	following	table	presents	as-converted	class	B	common	stock	after	deposits	into	the	litigation	escrow	account	in fiscal	2014.	There	were	no deposits	into	the	litigation	escrow	account	in	fiscal	2013.

|  | Fiscal	2014 |
| :--- | :--- |
| (in\tmillions,\texcept\tper\tshare\tand\tconversion\trate\tdata) | September\t2014 |
| Deposits\tunder\tthe\tretrospective\tresponsibility\tplan | $450 |
| Effective\tprice\tper\tshare(1) | $215.33 |
| Reduction\tin\tequivalent\tnumber\tof\tshares\tof\tclass\tA\tcommon\tstock | 2 |
| Conversion\trate\tof\tclass\tB\tcommon\tstock\tto\tclass\tA\tcommon\tstock\tafter\tdeposits | 0.4121 |
| As-converted\tclass\tB\tcommon\tstock\tafter\tdeposits | 101 |

(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	current	certificate	of	incorporation.

Class	B	common	stock.	The	class	B	common	stock	is	not	convertible	or	transferable	until	the	date	on	which	all	of	the	covered	litigation	has	been finally	resolved.	This	transfer	restriction	is	subject	to	limited	exceptions,	including	transfers	to	other	holders	of	class	B	common	stock.	After	termination	of the	restrictions,	the	class	B	common	stock	will	be	convertible	into	class	A	common	stock	if	transferred	to	a	person	that	was	not	a	Visa	Member	(as	defined in	the	current	certificate	of	incorporation)	or	similar	person	or	an	affiliate	of	a	Visa	Member	or	similar	person.	Upon	such	transfer,	each	share	of	class	B common	stock	will	automatically	convert	into	a	number	of	shares	of	class	A	common	stock	based	upon	the	applicable	conversion	rate	in	effect	at	the	time of	such	transfer.

Adjustment	of	the	conversion	rate	occurs	upon:	(i)	the	completion	of	any	follow-on	offering	of	class	A	common	stock	completed	to	increase	the	size	of the	litigation	escrow	account	(or	any	cash	deposit	by	the	Company	in	lieu	thereof)	resulting	in	a	further	corresponding	decrease	in	the	conversion	rate;	or (ii)	the	final	resolution	of	the

covered	litigation	and	the	release	of	funds	remaining	on	deposit	in	the	litigation	escrow	account	to	the	Company	resulting	in	a	corresponding	increase	in the	conversion	rate.

Class	C	common	stock.	As	of	September	30,	2014,	all	of	the	shares	of	class	C	common	stock	have	been	released	from	transfer	restrictions,	and 129 million	shares	have	been	converted	from	class	C	to	class	A	common	stock	upon	their	sale	into	the	public	market.

Preferred	stock.	Preferred	stock	may	be	issued	as	redeemable	or	non-redeemable,	and	it	has	preference	over	any	class	of	common	stock	with respect	to	the	payment	of	dividends	and	distribution	of	the	Company's	assets	in	the	event	of	a	liquidation	or	dissolution.	The	Company	had	no	shares	of preferred	stock	outstanding	during	and	at	the	end	of	fiscal	2014	and	2013.

Voting	rights.	Holders	of	class	A	common	stock	have	the	right	to	vote	on	all	matters	on	which	stockholders	generally	are	entitled	to	vote.	Holders	of classes	B	and	C	common	stock	have	no	right	to	vote	on	any	matters,	except	for	certain	defined	matters,	including	any	consolidation,	merger,	combination or	any	decision	to	exit	the	core	payments	business,	in	which	case	the	holders	of	classes	B	and	C	common	stock	are	entitled	to	cast	a	number	of	votes equal	to	the	number	of	shares	of	classes	B	or	C	common	stock	held	multiplied	by	the	applicable	conversion	rate	in	effect	on	the	record	date.

Dividends	declared.	The	Company	declared	and	paid	 $1.0	billion	in	dividends	in	fiscal	2014	at	a	quarterly	rate	of	$0.40	per	share.	In	October	2014, the	Company's	board	of	directors	declared	a	quarterly	cash	dividend	of	$0.48	per	share	of	class	A	common	stock	(determined	in	the	case	of	class	B	and class	C	common	stock	on	an	as-converted	basis),	which	will	be	paid	on	December	2,	2014,	to	all	holders	of	record	of	the	Company's	classes	A,	B	and	C common	stock	as	of	November	14,	2014.

# Note	15—Earnings	Per	Share

The	following	table	presents	earnings	per	share	for	fiscal	 2014.(1)

|  | Income<br>Allocation<br>(A)	(2) | Weighted-<br>Average<br>Shares<br>Outstanding	(B) | Earnings	per<br>Share	=<br>(A)/(B) | Income<br>Allocation<br>(A)	(2) | Weighted-<br>Average<br>Shares<br>Outstanding	(B) |  | Earnings	per<br>Share	=<br>(A)/(B) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Class\tA\tcommon\tstock | $4,307 | 498 | $8.65 | \t $5,438 | 631 | (3) | $8.62 |
| Class\tB\tcommon\tstock | 892 | 245 | $3.63 | \t $890 | 245 |  | $3.62 |
| Class\tC\tcommon\tstock | 222 | 26 | $8.65 | \t $221 | 26 |  | $8.62 |
| Participating\tsecurities(4) | 17 | Not\tpresented | Not\tpresented | \t $16 | Not\tpresented |  | Not\tpresented |
| Net\tincome\tattributable\tto\tVisa\tInc. | $5,438 |  |  |  |  |  |  |

|  | Income<br>Allocation<br>(A)	(2) | Weighted-<br>Average<br>Shares<br>Outstanding	(B) | Earnings	per<br>Share	=<br>(A)/(B) | Income<br>Allocation<br>(A)	(2) | Weighted-<br>Average<br>Shares<br>Outstanding	(B) |  | Earnings	per<br>Share	=<br>(A)/(B) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Class\tA\tcommon\tstock | $3,959 | 520 | $7.61 | \t $4,980 | 656 | (3) | $7.59 |
| Class\tB\tcommon\tstock | 786 | 245 | $3.20 | \t $784 | 245 |  | $3.19 |
| Class\tC\tcommon\tstock | 216 | 28 | $7.61 | \t $215 | 28 |  | $7.59 |
| Participating\tsecurities(4) | 19 | Not\tpresented | Not\tpresented | \t $19 | Not\tpresented |  | Not\tpresented |
| Net\tincome\tattributable\tto\tVisa\tInc. | $4,980 |  |  |  |  |  |  |

|  | Income<br>Allocation<br>(A)	(2) | Weighted-<br>Average<br>Shares<br>Outstanding	(B) | Earnings	per<br>Share	=<br>(A)/(B) | Income<br>Allocation<br>(A)	(2) | Weighted-<br>Average<br>Shares<br>Outstanding	(B) |  | Earnings	per<br>Share	=<br>(A)/(B) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Class\tA\tcommon\tstock | $1,664 | 524 | $3.17 | \t $2,144 | 678 | (3) | $3.16 |
| Class\tB\tcommon\tstock | 343 | 245 | $1.40 | \t $341 | 245 |  | $1.39 |
| Class\tC\tcommon\tstock | 130 | 41 | $3.17 | \t $129 | 41 |  | $3.16 |
| Participating\tsecurities(4) | 7 | Not\tpresented | Not\tpresented | \t $7 | Not\tpresented |  | Not\tpresented |
| Net\tincome\tattributable\tto\tVisa\tInc. | $2,144 |  |  |  |  |  |  |

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

(2) 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	103	million	for	fiscal	2014	and	2013,	and	108	million	for	fiscal	2012.

(3) Weighted-average	diluted	shares	outstanding	are	calculated	on	an	as-converted	basis,	and	include	incremental	common	stock	equivalents,	as calculated	under	the	treasury	stock	method.	The	computation	includes	2	million	common	stock	equivalents	for	fiscal	 2014	and	2013,	and	3	million	for fiscal	2012,	because	their	effect	would	have	been	dilutive.	The	computation	excludes	less	than	 1	million	of	common	stock	equivalents	for	fiscal	 2014, 2013	and	2012	because	their	effect	would	have	been	anti-dilutive.

(4) Participating	securities	are	unvested	share-based	payment	awards	that	contain	non-forfeitable	rights	to	dividends	or	dividend	equivalents,	such	as	the Company's	restricted	stock	awards,	restricted	stock	units	and	earned	performance-based	shares.

# Note	16—Share-based	Compensation

The	Company's	2007	Equity	Incentive	Compensation	Plan,	or	the	EIP,	authorizes	the	compensation	committee	of	the	board	of	directors	to	grant	non- qualified	stock	options	("options"),	restricted	stock	awards	("RSAs"),	restricted	stock	units	("RSUs")	and	performance-based	shares	to	its	employees	and non-employee	directors,	for	up	to	59	million	shares	of	class	A	common	stock.	Shares	available	for	award	may	be	either	authorized	and	unissued	or previously	issued	shares	subsequently	acquired	by	the	Company.	The	EIP	will	continue	to	be	in	effect	until	all	of	the	common	stock	available	under	the EIP	is	delivered	and	all	restrictions	on	those	shares	have	lapsed,	unless	the	EIP	is	terminated	earlier	by	the	Company's	board	of	directors.	No	awards may	be	granted	under	the	plan	on	or	after	10	years	from	its	effective	date.

Share-based	compensation	cost	is	recorded	net	of	estimated	forfeitures	on	a	straight-line	basis	for	awards	with	service	conditions	only,	and	on	a graded-vesting	basis	for	awards	with	service,	performance	and	market	conditions.	The	Company's	estimated	forfeiture	rate	is	based	on	an	evaluation	of historical,	actual	and	trended	forfeiture	data.	For	fiscal	2014,	2013,	and	2012,	the	Company	recorded	share-based	compensation	cost	of	 $172	million, $179	million	and	$147	million,	respectively,	in	personnel	on	its	consolidated	statements	of	operations.	The	amount	of	capitalized	share-based compensation	cost	was	immaterial	during	fiscal	2014,	2013	and	2012.

# Options

Options	issued	under	the	EIP	expire	10	years	from	the	date	of	grant	and	vest	ratably	over	 3	years	from	the	date	of	grant,	subject	to	earlier	vesting	in full	under	certain	conditions.

During	fiscal	2014,	2013	and	2012,	the	fair	value	of	each	stock	option	was	estimated	on	the	date	of	grant	using	a	Black-Scholes	option	pricing model	with	the	following	weighted-average	assumptions:

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
| Expected\tterm\t(in\tyears)(1) | 4.80 | 6.08 | 6.02 |
| Risk-free\trate\tof\treturn(2) | 1.3% | 0.8% | 1.2% |
| Expected\tvolatility(3) | 25.2% | 29.3% | 34.9% |
| Expected\tdividend\tyield(4) | 0.8% | 0.9% | 0.9% |
| Fair\tvalue\tper\toption\tgranted | $44.11 | $39.03 | $29.65 |

(1)	 Beginning	in	fiscal	2014,	assumption	is	based	on	the	Company's	historical	option	exercises	and	those	of	a	set	of	peer	companies	that	management believes	is	generally	comparable	to	Visa.	The	Company's	data	is	weighted	based	on	the	number	of	years	between	the	measurement	date	and	Visa's initial	public	offering	as	a	percentage	of	the	options'	contractual	term.	The	relative	weighting	placed	on	Visa's	data	and	peer	data	in	fiscal	2014	was approximately	58%	and	42%,	respectively.	In	fiscal	2013	and	2012,	assumption	was	fully	based	on	peer	companies'	data.

(2)	 Based	upon	the	zero	coupon	U.S.	treasury	bond	rate	over	the	expected	term	of	the	awards.

(3)	 Based	on	the	Company's	implied	and	historical	volatility.	In	fiscal	2013	and	2012,	historical	volatility	was	a	blend	of	Visa's	historical	volatility	and	those of	comparable	peer	companies.	The	relative	weighting	between	Visa	historical	volatility	and	the	historical	volatility	of	the	peer	companies	was	based	on the	percentage	of	years	Visa	stock	price	information	is	available	since	its	initial	public	offering	compared	to	the	expected	term.	The	expected	volatilities ranged	from	22%	to	26%	in	fiscal	2014.

(4)	 Based	on	the	Company's	annual	dividend	rate	on	the	date	of	grant.

The	following	table	summarizes	the	Company's	option	activity	for	fiscal	 2014:

|  | Options | Weighted-<br>Average<br>Exercise	Price<br>Per	Share | Weighted-<br>Average<br>Remaining<br>Contractual<br>Term<br>(in	years) | Aggregate<br>Intrinsic<br>Value	(1)<br>(in	millions) |
| :--- | :--- | :--- | :--- | :--- |
| Outstanding\tat\tOctober\t1,\t2013 | 3,917,206 | $72.21 |  |  |
| Granted | 435,025 | $201.37 |  |  |
| Forfeited | (116,261) | $150.56 |  |  |
| Exercised | (1,323,544) | $68.45 |  |  |
| Outstanding\tat\tSeptember\t30,\t2014 | 2,912,426 | $90.08 | 5.4 | $359 |
| Options\texercisable\tat\tSeptember\t30,\t2014 | 2,181,759 | $63.03 | 4.3 | $328 |
| (2)\nOptions\texercisable\tand\texpected\tto\tvest\tat\tSeptember\t30,\t2014 | 2,832,053 | $87.79 | 5.3 | $356 |

(1)	 Calculated	using	the	closing	stock	price	on	the	last	trading	day	of	fiscal	 2014	of	$213.37,	less	the	option	exercise	price,	multiplied	by	the	number	of instruments.

(2)	 Applies	a	forfeiture	rate	to	unvested	options	outstanding	at	September	30,	2014	to	estimate	the	number	expected	to	vest	in	the	future.

For	the	options	exercised	during	fiscal	 2014,	2013	and	2012,	the	total	intrinsic	value	was	 $187	million,	$176	million	and	$247	million,	respectively, and	the	tax	benefit	realized	was	$65	million,	$59	million	and	$86	million,	respectively.	As	of	September	30,	2014,	there	was	$17	million	of	total unrecognized	compensation	cost	related	to	unvested	options,	which	is	expected	to	be	recognized	over	a	weighted-average	period	of	approximately	1.4 years.

# Restricted	Stock	Awards	and	Restricted	Stock	Units

RSAs	and	RSUs	issued	under	the	EIP	primarily	vest	ratably	over 3	years	from	the	date	of	grant,	subject	to	earlier	vesting	in	full	under	certain conditions.

Upon	vesting,	the	RSAs	are	settled	in	class	A	common	stock	on	a	one-for-one	basis.	During	the	vesting	period,	RSA	award	recipients	are	eligible	to receive	dividends	and	participate	in	the	same	voting	rights	as	those	granted	to	the	holders	of	the	underlying	class	A	common	stock.	Upon	vesting,	RSUs can	be	settled	in	class	A	common	stock	on	a	one-for-one	basis	or	in	cash,	or	a	combination	thereof,	at	the	Company's	option.	The	Company	does	not currently	intend	to	settle	any	RSUs	in	cash.	During	the	vesting	period,	RSU	award	recipients	are	eligible	to	receive	dividend	equivalents,	but	do	not participate	in	the	voting	rights	granted	to	the	holders	of	the	underlying	class	A	common	stock.

The	fair	value	and	compensation	cost	before	estimated	forfeitures	for	RSAs	and	RSUs	is	calculated	using	the	closing	price	of	class	A	common	stock on	the	date	of	grant.	The	weighted-average	grant-date	fair	value	of	RSAs	granted	during	fiscal	2014,	2013	and	2012	was	$199.91,	$147.18	and	$96.39, respectively.	The	weighted-average	grant-date	fair	value	of	RSUs	granted	during	fiscal	2014,	2013	and	2012	was	$197.76,	$146.18	and	$96.97,

respectively.	The	total	grant-date	fair	value	of	RSAs	and	RSUs	vested	during	fiscal	2014,	2013	and	2012	was	$126	million,	$98	million	and	$81	million, respectively.

|  | Restricted	Stock | Restricted	Stock | Weighted-<br>Average<br>Grant	Date<br>Fair	Value |  | Weighted-<br>Average<br>Remaining<br>Contractual<br>Term<br>(in	years) | Weighted-<br>Average<br>Remaining<br>Contractual<br>Term<br>(in	years) | Aggregate<br>Intrinsic<br>Value	(1)<br>(in	millions) | Aggregate<br>Intrinsic<br>Value	(1)<br>(in	millions) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Awards | Units | RSA | RSU | RSA | RSU | RSA | RSU |
| Outstanding\tat\tOctober\t1,\t2013 | 1,697,981 | 649,682 | $119.20 | $119.49 |  |  |  |  |
| Granted | 609,015 | 226,581 | $199.91 | $197.76 |  |  |  |  |
| Vested | (841,527) | (317,343) | $108.28 | $111.18 |  |  |  |  |
| Forfeited | (156,923) | (92,187) | $150.85 | $141.67 |  |  |  |  |
| Outstanding\tat\tSeptember\t30,\t2014 | 1,308,546 | 466,733 | $160.00 | $158.75 | 1.4 | 1.1 | $279 | $100 |

(1)	 Calculated	by	multiplying	the	closing	stock	price	on	the	last	trading	day	of	fiscal	 2014	of	$213.37	by	the	number	of	instruments.

At	September	30,	2014,	there	was	$127	million	and	$35	million	of	total	unrecognized	compensation	cost	related	to	unvested	RSAs	and	RSUs, respectively,	which	is	expected	to	be	recognized	over	a	weighted-average	period	of	approximately	1.4	years	for	RSAs	and	1.1	years	for	RSUs.

# Performance-based	Shares

|  | Shares | Weighted-<br>Average<br>Grant	Date<br>Fair	Value | Weighted-<br>Average<br>Remaining<br>Contractual<br>Term<br>(in	years) | Aggregate<br>Intrinsic<br>Value	(1)<br>(in	millions) |
| :--- | :--- | :--- | :--- | :--- |
| Outstanding\tat\tOctober\t1,\t2013 | 459,899 | $126.24 |  |  |
| Granted(2) | 278,451 | $225.46 |  |  |
| Vested\tand\tearned | (114,514) | $85.05 |  |  |
| Unearned | — | $— |  |  |
| Forfeited | (105,026) | $177.01 |  |  |
| Outstanding\tat\tSeptember\t30,\t2014 | 518,810 | $177.29 | 0.6 | $111 |

(1)	 Calculated	by	multiplying	the	closing	stock	price	on	the	last	trading	day	of	 fiscal	2014	of	$213.37	by	the	number	of	instruments. (2)	 Represents	the	maximum	number	of	performance-based	shares	which	could	be	earned.

For	the	Company's	performance-based	shares,	in	addition	to	service	conditions,	the	ultimate	number	of	shares	to	be	earned	depends	on	the achievement	of	both	performance	and	market	conditions.	The	performance	condition	is	based	on	the	Company's	earnings	per	share	target.	The	market condition	is	based	on	the	Company's	total	shareholder	return	ranked	against	that	of	other	companies	that	are	included	in	the	Standard	&	Poor's	500	Index. The	fair	value	of	the	performance-based	shares,	incorporating	the	market	condition,	is	estimated	on	the	grant	date	using	a	Monte	Carlo	simulation	model. The	grant-date	fair	value	of	performance-based	shares	granted	in	fiscal	2014,	2013	and	2012	was	$225.46,	$164.14	and	$97.84	per	share,	respectively. Earned	performance	shares	granted	in	fiscal	2014,	2013	and	2012	vest	approximately	 3	years	from	the	initial	grant	date.	All	performance	awards	are subject	to	earlier	vesting	in	full	under	certain	conditions.

Compensation	cost	for	performance-based	shares	is	initially	estimated	based	on	target	performance.	It	is	recorded	net	of	estimated	forfeitures	and adjusted	as	appropriate	throughout	the	performance	period.	At	September	30,	2014,	there	was	$12	million	of	total	unrecognized	compensation	cost related	to	unvested	performance-based	shares,	which	is	expected	to	be	recognized	over	a	weighted-average	period	of	approximately	0.6	years.

# Note	17—Commitments	and	Contingencies

Commitments.	The	Company	leases	certain	premises	and	equipment	throughout	the	world	with	varying	expiration	dates.	The	Company	incurred total	rent	expense	of	$134	million,	$94	million	and	$89	million	in	fiscal	2014,	2013	and	2012,	respectively.	Future	minimum	payments	on	leases,	and marketing	and	sponsorship	agreements	per	fiscal	year,	at	September	30,	2014,	are	as	follows:

|  | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (in\tmillions) | (in\tmillions) |  |  |
| Operating\tleases | $76 | $60 | $37 | $32 | $30 | $118 | $353 |
| Marketing\tand\tsponsorships | 83 | 63 | 62 | 61 | 59 | 130 | 458 |
| Total | $159 | $123 | $99 | $93 | $89 | $248 | $811 |

Select	sponsorship	agreements	require	the	Company	to	spend	certain	minimum	amounts	for	advertising	and	marketing	promotion	over	the	life	of	the contract.	For	commitments	where	the	individual	years	of	spend	are	not	specified	in	the	contract,	the	Company	has	estimated	the	timing	of	when	these amounts	will	be	spent.	In	addition	to	the	fixed	payments	stated	above,	select	sponsorship	agreements	require	the	Company	to	undertake	marketing, promotional	or	other	activities	up	to	stated	monetary	values	to	support	events	which	the	Company	is	sponsoring.

The	stated	monetary	value	of	these	activities	typically	represents	the	value	in	the	marketplace,	which	may	be	significantly	higher	than	the	actual	costs incurred	by	the	Company.

Client	incentives.	The	Company	has	agreements	with	financial	institution	clients	and	other	business	partners	for	various	programs	designed	to	build payments	volume,	increase	Visa-branded	card	and	product	acceptance	and	win	merchant	routing	transactions.	These	agreements,	with	terms	ranging from	one	to	fifteen	years,	can	provide	card	issuance	and/or	conversion	support,	volume/growth	targets	and	marketing	and	program	support	based	on specific	performance	requirements.	These	agreements	are	designed	to	encourage	client	business	and	to	increase	overall	Visa-branded	payment	and transaction	volume,	thereby	reducing	per-unit	transaction	processing	costs	and	increasing	brand	awareness	for	all	Visa	clients.

Payments	made	that	qualify	for	capitalization,	and	obligations	incurred	under	these	programs	are	reflected	on	the	consolidated	balance	sheet.	Client incentives	are	recognized	primarily	as	a	reduction	to	operating	revenue	in	the	period	the	related	volumes	and	transactions	occur,	based	on	management's estimate	of	the	client's	performance	in	accordance	with	the	terms	of	the	incentive	agreement.	The	agreements	may	or	may	not	limit	the	amount	of	client incentive	payments.

| (in	millions) | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Client\tincentives | $2,924 | $2,548 | $2,117 | $1,662 | $1,162 | $1,272 | $11,685 |

The	amount	of	client	incentives	recorded	as	a	reduction	of	revenue	in	future	periods	under	the	Company's	incentive	arrangements,	will	be	greater	or less	than	the	estimates	above	due	to	changes	in	performance	expectations,	actual	client	performance,	amendments	to	existing	contracts	or	the	execution of	new	contracts.	Based	on	these	agreements,	increases	in	incentive	payments	are	generally	driven	by	increased	payment	and	transaction	volume,	and	as a	result,	in	the	event	incentive	payments	exceed	the	above	estimates,	such	payments	are	not	expected	to	have	a	material	effect	on	the	Company's financial	condition,	results	of	operations	or	cash	flows.

# Note	18—Related	Parties

Visa	considers	an	entity	to	be	a	related	party	for	purposes	of	this	disclosure	if	that	entity	owns	more	than	10%	of	Visa's	total	voting	common	stock	at the	end	of	the	fiscal	year,	or	if	an	officer	or	employee	of	that	entity	also	serves	on	the	Company's	board	of	directors.	The	Company	considers	an	investee to	be	a	related	party	if	the	Company's:	(i)	ownership	interest	in	the	investee	is	greater	than	or	equal	to	10%	or	(ii)	if	the	investment	is	accounted	for	under the	equity	method	of	accounting.	At	September	30,	2014	and	2013,	no	entity	owned	more	than	10%	of	the	Company's	total	voting	common	stock.	There were	no	significant	transactions	with	related	parties	during	fiscal	 2014,	2013	and	2012.

# Note	19—Income	Taxes

The	Company's	income	before	taxes	by	fiscal	year	consisted	of	the	following:

| U.S. | $6,140 | $5,992 | $1,030 |
| :--- | :--- | :--- | :--- |
| Non-U.S. | 1,584 | 1,265 | 1,177 |
| Total\tincome\tbefore\ttaxes\tand\tnon-controlling\tinterest | $7,724 | $7,257 | $2,207 |

U.S.	income	before	taxes	included	$2.3	billion,	$2.0	billion	and	$1.6	billion	of	the	Company's	U.S.	entities'	income	from	operations	outside	of	the	U.S. for	fiscal	2014,	2013	and	2012,	respectively.

Income	tax	provision	by	fiscal	year	consisted	of	the	following:

|  | 2014 | 2013 | 2012 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Current: |  |  |  |
| U.S.\tfederal | $2,353 | $568 | $1,376 |
| State\tand\tlocal | 237 | (58) | 165 |
| Non-U.S. | 274 | 239 | 214 |
| Total\tcurrent\ttaxes | 2,864 | 749 | 1,755 |
| Deferred: |  |  |  |
| U.S.\tfederal | (576) | 1,401 | (1,276) |
| State\tand\tlocal | (31) | 114 | (415) |
| Non-U.S. | 29 | 13 | 1 |
| Total\tdeferred\ttaxes | (578) | 1,528 | (1,690) |
| Total\tincome\ttax\tprovision | $2,286 | $2,277 | $65 |

The	tax	effect	of	temporary	differences	that	give	rise	to	significant	portions	of	deferred	tax	assets	and	liabilities	at September	30,	2014	and	2013,	are presented	below:

| Accrued	compensation	and	benefits | $134 | $154 |
| :--- | :--- | :--- |
| Comprehensive\t(income)\tloss | 14 | (8) |
| Investments\tin\tjoint\tventures | 14 | 14 |
| Accrued\tlitigation\tobligation | 558 | 1 |
| Client\tincentives | 235 | 226 |
| Net\toperating\tloss\tcarryforward | 35 | 31 |
| Tax\tcredits | 21 | 22 |
| Federal\tbenefit\tof\tstate\ttaxes | 210 | 176 |
| Other | 139 | 121 |
| Valuation\tallowance | (34) | (25) |
| Deferred\ttax\tassets | 1,326 | 712 |
| Deferred\tTax\tLiabilities: |  |  |
| Property,\tequipment\tand\ttechnology,\tnet | (298) | (310) |
| Intangible\tassets | (4,000) | (4,003) |
| Foreign\ttaxes | (125) | (55) |
| Other | (12) | (12) |
| Deferred\ttax\tliabilities | (4,435) | (4,380) |
| Net\tdeferred\ttax\tliabilities | $(3,109) | $(3,668) |

Total	net	deferred	tax	assets	and	liabilities	are	included	in	the	Company's	consolidated	balance	sheets	as	follows:

|  | September	30,<br>2014 | September	30,<br>2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Current\tdeferred\ttax\tassets | $1,028 | $481 |
| Non-current\tdeferred\ttax\tliabilities(1) | (4,137) | (4,149) |
| Net\tdeferred\ttax\tliabilities | $(3,109) | $(3,668) |

(1)	 The	$4.1	billion	of	non-current	deferred	tax	liabilities	at	September	30,	2014	includes	 $8	million	of	non-current	deferred	tax	assets,	which	are	reflected in	other	assets	on	the	consolidated	balance	sheets.

The	increase	in	the	deferred	tax	asset	for	accrued	litigation	obligation	reflects	the	deferred	tax	impact	of	the	 $1.4	billion	net	increase	in	covered litigation	accrual	associated	with	the	interchange	multidistrict	litigation.	See	Note	3—Retrospective	Responsibility	Plan	and	Note	20—Legal	Matters.

In	assessing	the	realizability	of	deferred	tax	assets,	management	considers	whether	it	is	more	likely	than	not	that	all	or	some	portion	of	the	deferred tax	assets	will	not	be	realized.	The	ultimate	realization	of	the	deferred	tax	assets	is	dependent	upon	the	generation	of	future	taxable	income	during	the periods	in	which	those	temporary	differences	are	deductible.	The	fiscal	2014	and	2013	valuation	allowances	relate	primarily	to	foreign	net	operating losses	from	subsidiaries	acquired	in	recent	years.

As	of	September	30,	2014,	the	Company	had	 $16	million	state	and	$154	million	foreign	net	operating	loss	carryforwards.	The	state	net	operating loss	carryforwards	will	expire	in	fiscal	2031.	The	foreign	net	operating	loss	may	be	carried	forward	indefinitely.	The	Company	expects	to	fully	utilize	the state	net	operating	loss	carryforwards	in	future	years.

As	of	September	30,	2014,	the	Company	also	had	federal	and	state	research	and	development	tax	credit	carryforwards	of	 $2	million	and	$21	million, respectively.	The	federal	carryforwards	will	expire	in	fiscal	2029.	The	state	carryforwards	may	be	carried	forward	 indefinitely.	The	Company	expects	to realize	the	benefit	of	the	credit	carryforwards	in	future	years.

The	income	tax	provision	differs	from	the	amount	of	income	tax	determined	by	applying	the	applicable	U.S.	federal	statutory	rate	of 35%	to	pretax income,	as	a	result	of	the	following:

|  |  | 2014 | 2013 |  |  | 2012 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Dollars | Percent | Dollars | Percent | Dollars | Percent |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |
| U.S.\tfederal\tincome\ttax\tat\tstatutory\trate | $2,704 | 35\t% | $2,540 | 35\t% | $772 | 35\t% |
| State\tincome\ttaxes,\tnet\tof\tfederal\tbenefit | 129 | 2\t% | 42 | 1\t% | 36 | 2\t% |
| Non-U.S.\ttax\teffect,\tnet\tof\tfederal\tbenefit | (278) | (4)% | (328) | (5)% | (257) | (12)% |
| Prior\tyears\tU.S.\tdomestic\tproduction\tactivities\tdeduction | (191) | (2)% | — | —\t% | — | —\t% |
| Reversal\tof\ttax\treserves\trelated\tto\tthe\tdeductibility\tof\tcovered\nlitigation\texpense | — | —\t% | — | —\t% | (299) | (14)% |
| Remeasurement\tof\tdeferred\ttaxes\tdue\tto\nCalifornia\tstate\tapportionment\trule\tchanges | — | —\t% | — | —\t% | (208) | (9)% |
| Other,\tnet | (78) | (1)% | 23 | —\t% | 21 | 1\t% |
| Income\ttax\tprovision | $2,286 | 30\t% | $2,277 | 31\t% | $65 | 3\t% |

Current	income	taxes	receivable	were	$91	million	and	$142	million	at	September	30,	2014	and	2013,	respectively.	Non-current	income	taxes receivable	of	$597	million	were	included	in	other	assets	at	 September	30,	2014.	See	Note	5—Prepaid	Expenses	and	Other	Assets.	At	September	30, 2014	and	2013,	income	taxes	payable	of	$73	million	and	$64	million,	respectively,	were	included	in	accrued	income	taxes	as	part	of	accrued	liabilities, and	accrued	income	taxes	of	$855	million	and	$453	million,	respectively,	were	included	in	other	long-term	liabilities.	See	 Note	8—Accrued	and	Other Liabilities.

Cumulative	undistributed	earnings	of	the	Company's	international	subsidiaries	that	are	intended	to	be	reinvested	indefinitely	outside	the	United States	amounted	to	$5.0	billion	at	September	30,	2014.	The	amount	of	income	taxes	that	would	have	resulted	had	such	earnings	been	repatriated	is	not practicably	determinable.

The	Company's	largest	operating	hub	outside	the	United	States	is	located	in	Singapore.	It	operates	under	a	tax	incentive	agreement	which	is effective	through	September	30,	2023,	and	is	conditional	upon	meeting	certain	business	operations	and	employment	thresholds	in	Singapore.	The	tax incentive	agreement	decreased	Singapore	tax	by	$168	million,	$158	million	and	$130	million,	and	the	benefit	of	the	tax	incentive	agreement	on	diluted earnings	per	share	was	$0.27,	$0.24	and	$0.19	in	fiscal	2014,	2013	and	2012,	respectively.

In	accordance	with	Accounting	Standards	Codification	740—Income	Taxes,	the	Company	is	required	to	inventory,	evaluate	and	measure	all uncertain	tax	positions	taken	or	to	be	taken	on	tax	returns,	and	to	record	liabilities	for	the	amount	of	such	positions	that	may	not	be	sustained,	or	may	only partially	be	sustained,	upon	examination	by	the	relevant	taxing	authorities.

At	September	30,	2014	and	2013,	the	Company's	total	gross	unrecognized	tax	benefits	were	 $1.3	billion	and	$1	billion,	respectively,	exclusive	of interest	and	penalties	described	below.	Included	in	the	$1.3	billion	and	$1	billion	are	$1.1	billion	and	$801	million	of	unrecognized	tax	benefits, respectively,	that	if	recognized,	would	reduce	the	effective	tax	rate	in	a	future	period.

A	reconciliation	of	beginning	and	ending	unrecognized	tax	benefits	by	fiscal	year	is	as	follows:

|  | 2014 | 2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Beginning\tbalance\tat\tOctober\t1 | $1,023 | $679 |
| Increases\tof\tunrecognized\ttax\tbenefits\trelated\tto\tprior\tyears | 139 | 335 |
| Decreases\tof\tunrecognized\ttax\tbenefits\trelated\tto\tprior\tyears | (54) | (133) |
| Increases\tof\tunrecognized\ttax\tbenefits\trelated\tto\tcurrent\tyear | 199 | 144 |
| Reductions\trelated\tto\tlapsing\tstatute\tof\tlimitations | (4) | (2) |
| Ending\tbalance\tat\tSeptember\t30 | $1,303 | $1,023 |

It	is	the	Company's	policy	to	account	for	interest	expense	and	penalties	related	to	uncertain	tax	positions	in	non-operating	income	in	its	consolidated statements	of	operations.	In	fiscal	2014	and	2013,	the	Company	recognized	 $10	million	and	$9	million	of	interest	expense,	respectively,	related	to uncertain	tax	positions.	In	fiscal	2012,	the	Company	reversed	 $45	million	of	interest	expense	related	to	uncertain	tax	positions.	In	fiscal	 2014,	the Company	accrued	$2	million	of	penalties	related	to	uncertain	tax	positions.	In	fiscal	 2013	and	2012,	the	Company	reversed	 $4	million	and	$1	million	of penalties,	respectively.	At	September	30,	2014	and	2013,	the	Company	had	accrued	interest	of	 $39	million	and	$29	million,	respectively,	and	accrued penalties	of	$5	million	and	$3	million,	respectively,	related	to	uncertain	tax	positions	in	its	other	long-term	liabilities.

The	Company's	fiscal	2009,	2010	and	2011	U.S.	federal	income	tax	returns	are	currently	under	Internal	Revenue	Service	("IRS")	examination.	The Company	has	filed	federal	refund	claims,	mostly	related	to	foreign	tax	credits,	for	fiscal	years	2002	through	2008,	which	are	also	currently	under	IRS examination.	Except	for	such	refund	claims,	the	federal	statutes	of	limitations	have	expired	for	fiscal	years	prior	to	2009.	The	Company's	fiscal	2006,	2007 and	2008	California	tax	returns	are	currently	under	examination.	Except	for	certain	outstanding	refund	claims,	the	California	statutes	of	limitations	have expired	for	fiscal	years	prior	to	2006.	During	fiscal	2013,	the	Canada	Revenue	Agency	("CRA")	completed	its	examination	of	the	Company's	fiscal	2003 through	2009	Canadian	tax	returns	and	proposed	certain	assessments.	Based	on	the	findings	of	the	examination,	the	CRA	also	proposed	certain assessments	on	the	Company's	fiscal	2010	through	2013	Canadian	tax	returns.	The	Company	has	filed	notices	of	objection	against	these	assessments and	believes	that	its	income	tax	provision	adequately	reflects	its	obligations	to	the	CRA.	The	Company	is	also	subject	to	examinations	by	various	state and	foreign	tax	authorities.	All	material	state	and	foreign	tax	matters	have	been	concluded	for	years	through	fiscal	2002.	The	timing	and	outcome	of	the final	resolutions	of	the	federal,	state	and	foreign	tax	examinations	and	refund	claims	are	uncertain.	As	such,	it	is	not	reasonably	possible	to	estimate	the impact	that	the	final	outcomes	could	have	on	the	Company's	unrecognized	tax	benefits	in	the	next	12	months.

# Note	20—Legal	Matters

The	Company	is	party	to	various	legal	and	regulatory	proceedings.	Some	of	these	proceedings	involve	complex	claims	that	are	subject	to	substantial uncertainties	and	unascertainable	damages.	Accordingly,	except	as	disclosed,	the	Company	has	not	established	reserves	or	ranges	of	possible	loss related	to	these	proceedings,	as	at	this	time	in	the	proceedings,	the	matters	do	not	relate	to	a	probable	loss	and/or	the	amount	or	range	of	losses	are	not reasonably	estimable.	Although	the	Company	believes	that	it	has	strong	defenses	for	the	litigation	and	regulatory	proceedings	described	below,	it	could,	in the	future,	incur	judgments	or	fines	or	enter	into	settlements	of	claims	that	could	have	a	material	adverse	effect	on	the	Company's	financial	position, results	of	operations	or	cash	flows.	From	time	to	time,	the	Company	may	engage	in	settlement	discussions	or	mediations	with	respect	to	one	or	more	of	its outstanding	litigation	matters,	either	on	its	own	behalf	or	collectively	with	other	parties.

The	litigation	accrual	is	an	estimate	and	is	based	on	management's	understanding	of	its	litigation	profile,	the	specifics	of	each	case,	advice	of counsel	to	the	extent	appropriate	and	management's	best	estimate	of	incurred	loss	as	of	the	balance	sheet	date.

The	following	table	summarizes	the	activity	related	to	accrued	litigation.

|  | Fiscal	2014 | Fiscal	2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Balance\tat\tOctober\t1 | $5 | $4,386 |
| Reestablishment\tof\tobligation\trelated\tto\tinterchange\tmultidistrict\tlitigation | 1,056 | — |
| Additional\tprovision\tfor\tlegal\tmatters | 453 | 3 |
| Payments\ton\tlegal\tmatters | (58) | (4,384) |
| Balance\tat\tSeptember\t30 | $1,456 | $5 |

# Covered	Litigation

Visa	Inc.,	Visa	U.S.A.	and	Visa	International	are	parties	to	certain	legal	proceedings	that	are	covered	by	the	retrospective	responsibility	plan,	which the	Company	refers	to	as	the	covered	litigation.	See	Note	3—Retrospective	Responsibility	Plan.	An	accrual	for	the	covered	litigation	and	a	charge	to	the litigation	provision	are	recorded	when	loss	is	deemed	to	be	probable	and	reasonably	estimable.	In	making	this	determination,	the	Company	evaluates available	information,	including	but	not	limited	to	actions	taken	by	the	litigation	committee.	The	total	accrual	related	to	the	covered	litigation	could	be	either higher	or	lower	than	the	escrow	account	balance.

The	following	table	summarizes	the	activity	related	to	covered	litigation.

|  | Fiscal	2014 | Fiscal	2013 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Balance\tat\tOctober\t1 | $— | $4,383 |
| Reestablishment\tof\tobligation\trelated\tto\tinterchange\tmultidistrict\tlitigation | 1,056 | — |
| Additional\tprovision\tfor\tinterchange\topt-out\tlitigation | 450 | — |
| Payments\ton\tcovered\tlitigation | (57) | (4,383) |
| Balance\tat\tSeptember\t30 | $1,449 | $— |

The	Company	recorded	an	additional	accrual	of	 $4.1	billion	for	the	covered	litigation	during	fiscal	2012,	which	increased	its	accrued	balance	for	the covered	litigation	from	$285	million	to	$4.4	billion.	During	fiscal	2013,	pursuant	to	settlement	agreements	with	the	class	and	individual	plaintiffs	in	the interchange	multidistrict	litigation,	the	Company	paid	approximately	$4.0	billion	and	$350	million,	respectively,	from	the	litigation	escrow	account	into settlement	funds.	Under	the	class	settlement	agreement,	if	class	members	opt-out	(the	"opt-out	merchants")	of	the	damages	portion	of	the	class settlement,	the	defendants	are	entitled	to	receive	payments	of	no	more	than	25%	of	the	original	cash	payments	made	into	the	settlement	fund,	based	on the	percentage	of	payment	card	sales	volume	for	a	defined	period	attributable	to	merchants	who	opted	out	(the	"takedown	payments").	On	January	14, 2014,	the	court	entered	the	final	judgment	order	approving	the	settlement	with	the	class	plaintiffs	in	the	interchange	multidistrict	litigation	proceedings, which	is	subject	to	the	adjudication	of	any	appeals.	Takedown	payments	of	approximately	$1.1	billion	were	received	on	January	27,	2014,	and	deposited into	the	Company's	litigation	escrow	account.	The	deposit	into	the	litigation	escrow	account	and	a	related	increase	in	accrued	litigation	to	address	opt-out claims	were	recorded	in	the	second	quarter	of	fiscal	2014.	In	the	fourth	quarter	of	fiscal	2014,	an	additional	accrual	of	$450	million	associated	with	these opt-out	claims	was	recorded	and	payments	totaling	$57	million	were	made	from	the	litigation	escrow	account	reflecting	settlements	with	a	number	of individual	opt-out	merchants,	resulting	in	an	accrued	balance	of	$1.4	billion	related	to	covered	litigation	as	of	September	30,	2014.	See	further	discussion below	under	Interchange	Opt-out	Litigation	and	Note	3—Retrospective	Responsibility	Plan.

# The	Attridge	Litigation

On	December	8,	2004,	a	complaint	was	filed	in	California	state	court	on	behalf	of	an	alleged	class	of	consumers	asserting	claims	against	Visa U.S.A.,	Visa	International	and	MasterCard.	Visa	Inc.	was	later	added	as	a	defendant.	The	remaining	claims	in	this	action,	Attridge	v.	Visa	U.S.A.	Inc.,	et al.,	allege	that	Visa's	bylaw	2.10(e)

and	MasterCard's	Competitive	Programs	Policy,	which	prohibited	their	respective	members	from	issuing	American	Express	or	Discover	cards,	constitute unlawful	restraints	of	trade	under	California's	Unfair	Competition	Law,	and	seek	restitution,	injunctive	relief,	and	attorneys'	fees	and	costs.

In	the	separate	"Indirect	Purchaser"	Credit/Debit	Card	Tying	Cases,	also	pending	in	California	state	court	(see	below),	an	appeals	court	reversed	the trial	court's	approval	of	a	settlement	agreement,	and	the	case	was	remanded	to	the	trial	court	for	consideration	of	the	fairness	and	adequacy	of	the settlement	in	light	of	the	inclusion	of	the	Attridge	claims	in	the	release.	The	trial	court	subsequently	granted	final	approval	of	a	revised	written	settlement agreement.	Objectors	filed	notices	of	appeal	in	the	Credit/Debit	Card	Tying	Cases	and	the	Attridge	case.	An	appeals	court	affirmed	the	judgment approving	the	revised	written	settlement	agreement.	Certain	objectors	filed	petitions	for	rehearing.	The	Attridge	case	has	been	stayed	pending	final resolution	of	those	appeals.

# Interchange	Multidistrict	Litigation	(MDL)

Beginning	in	May	2005,	a	series	of	complaints	(the	majority	of	which	were	styled	as	class	actions)	were	filed	in	U.S.	federal	district	courts	by merchants	against	Visa	U.S.A.,	Visa	International	and/or	MasterCard,	and	in	some	cases,	certain	Visa	member	financial	institutions.	The	complaints challenged,	among	other	things,	Visa's	and	MasterCard's	purported	setting	of	interchange	reimbursement	fees,	their	"no	surcharge"	rules,	and	alleged tying	and	bundling	of	transaction	fees	under	the	federal	antitrust	laws,	and,	in	some	cases,	certain	state	unfair	competition	laws.	The	Judicial	Panel	on Multidistrict	Litigation	issued	an	order	transferring	the	cases	to	the	U.S.	District	Court	for	the	Eastern	District	of	New	York	for	coordination	of	pre-trial proceedings	in	MDL	1720.	A	group	of	purported	class	plaintiffs	subsequently	filed	a	Second	Consolidated	Amended	Class	Action	Complaint	which, together	with	the	complaints	brought	by	individual	merchants,	sought	money	damages	alleged	to	range	in	the	tens	of	billions	of	dollars	(subject	to trebling),	as	well	as	attorneys'	fees	and	injunctive	relief.	The	class	plaintiffs	also	filed	a	Second	Supplemental	Class	Action	Complaint	against	Visa	Inc.	and certain	member	financial	institutions	challenging	Visa's	reorganization	and	IPO	under	the	antitrust	laws	and	seeking	unspecified	money	damages	and declaratory	and	injunctive	relief,	including	an	order	that	the	IPO	be	unwound.

The	Company	and	the	individual	merchants	whose	claims	were	consolidated	with	the	MDL	(the	"Individual	Plaintiffs")	signed	a	settlement agreement	to	resolve	the	Individual	Plaintiffs'	claims	against	the	Company	for	approximately	$350	million.	This	payment	was	made	from	the	litigation escrow	account	on	October	29,	2012,	and	the	court	has	dismissed	those	claims	with	prejudice.

In	addition,	Visa	Inc.,	Visa	U.S.A.,	Visa	International,	MasterCard	Incorporated,	MasterCard	International	Incorporated,	various	U.S.	financial institution	defendants,	and	the	class	plaintiffs	signed	a	settlement	agreement	(the	"Settlement	Agreement")	to	resolve	the	class	plaintiffs'	claims.	The terms	of	the	Settlement	Agreement	include,	among	other	terms:

•A	comprehensive	release	from	participating	class	members	for	liability	arising	out	of	claims	asserted	in	the	litigation,	and	a	further	release	to protect	against	future	litigation	regarding	default	interchange	and	the	other	U.S.	rules	at	issue	in	the	MDL;

•Settlement	payments	from	the	Company	of	approximately	 $4.0	billion;

•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.

On	December	10,	2012,	Visa	paid	approximately	$4.0	billion	from	the	litigation	escrow	account	into	a	settlement	fund	established	pursuant	to	the Settlement	Agreement.

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

# Consumer	Interchange	Litigation

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

# Interchange	Opt-out	Litigation

Beginning	in	May	2013,	more	than	 35	opt-out	cases	have	been	filed	by	hundreds	of	merchants	in	various	federal	district	courts,	generally	pursuing damages	claims	on	allegations	similar	to	those	raised	in	MDL	1720.	A	number	of	the	cases	also	include	allegations	that	Visa	has	monopolized,	attempted to	monopolize,	and/or	conspired	to	monopolize	debit	card-related	market	segments,	and	one	of	the	cases	seeks	an	injunction	against	the	fixed	acquirer network	fee.	The	cases	name	as	defendants	Visa	Inc.,	Visa	U.S.A.,	Visa	International,	MasterCard	Incorporated,	and	MasterCard	International Incorporated,	although	some	also	include	certain	U.S.	financial	institutions	as	defendants.	Wal-Mart	Stores	Inc.	and	its	subsidiaries	have	filed	an	opt-out complaint	that	also	adds	Visa	Europe	Limited	and	Visa	Europe	Services	Inc.	as	defendants.	Visa	has	acknowledged	and	confirmed	its	obligations	to indemnify	Visa	Europe	Limited	and	Visa	Europe	Services	Inc.	with	respect	to	the	claim	against	them	in	Wal-Mart's	complaint.

Visa,	MasterCard,	and	certain	U.S.	financial	institution	defendants	in	MDL	1720	filed	a	complaint	in	the	Eastern	District	of	New	York	against	certain named	class	representative	plaintiffs	who	had	opted	out	or	stated	their	intention	to	opt	out	of	the	damages	portion	of	the	Settlement	Agreement.	In addition,	Visa	filed	three	more	similar	complaints	in	the	Eastern	District	of	New	York	against	Wal-Mart	Stores	Inc.;	against	The	Home	Depot,	Inc.	and Home	Depot	U.S.A.;	and	against	Sears	Holdings	Corporation.	All	four	complaints	seek	a	declaration	that,	from	January	1,	2004	to	November	27,	2012, the	time	period	for	which	opt-outs	may	seek	damages	under	the	Settlement	Agreement,	Visa's	conduct	in,	among	other	things,	continuing	to	set	default interchange	rates,	maintaining	its	"honor	all	cards"	rule,	enforcing	certain	rules	relating	to	merchants,	and	restructuring	itself,	did	not	violate	federal	or state	antitrust	laws.

Visa	and	the	other	defendants	in	the	opt-out	cases	in	MDL	1720	filed	a	motion	to	dismiss	the	then-pending	opt-out	complaints	in	MDL	1720.	Wal- Mart	and	the	named	class	representatives	that	are	defendants	in	the	declaratory	judgment	cases	in	MDL	1720	filed	motions	to	dismiss	the	declaratory judgment	complaints,	and	Visa	filed	a	motion	to	dismiss	Wal-Mart's	complaint.	All	of	these	motions	to	dismiss	were	denied.

All	the	cases	filed	in	federal	court	have	been	either	assigned	to	the	judge	presiding	over	MDL	1720,	or	have	been	transferred	by	the	Judicial	Panel	on Multidistrict	Litigation	for	inclusion	in	MDL	1720.	The	court	has	entered	an	order	confirming	that	In	re	Payment	Card	Interchange	Fee	and	Merchant Discount	Antitrust	Litigation,	1:05-md-01720-JG-JO	(E.D.N.Y.),	includes	(1)	all	current	and	future	actions	transferred	to	MDL	1720	by	the	Judicial	Panel	on Multidistrict	Litigation	or	other	order	of	any	court	for	inclusion	in	coordinated	or	pretrial	proceedings,	and	(2)	all	actions	filed	in	the	Eastern	District	of	New York	that	arise	out	of	operative	facts	as	alleged	in	the	cases	subject	to	the	transfer	orders	of	the	Judicial	Panel	on	Multidistrict	Litigation.	Cases	that	are transferred	to	or

otherwise	included	in	MDL	1720	are	covered	litigation	for	purposes	of	the	retrospective	responsibility	plan.	See	 Note	3—Retrospective	Responsibility Plan.

Visa	has	reached	settlement	agreements	with	a	number	of	merchants	representing	approximately	 10%	of	the	Visa-branded	payment	card	sales volume	of	merchants	who	opted	out.	The	amount	of	the	settlements	is	not	considered	material	to	the	consolidated	financial	statements.

A	similar	case	has	been	filed	by	merchants	in	Texas	state	court,	generally	pursuing	claims	on	allegations	similar	to	those	raised	in	MDL	1720.	On September	19,	2014,	the	plaintiffs	in	that	case	filed	a	motion	for	partial	summary	judgment	regarding	standing.

While	the	Company	believes	that	it	has	substantial	defenses	in	these	matters,	the	final	outcome	of	individual	legal	claims	is	inherently	unpredictable. The	Company	could	incur	judgments,	enter	into	settlements	or	revise	its	expectations	regarding	the	outcome	of	individual	opt-out	claims,	and	such developments	could	have	a	material	adverse	effect	on	our	financial	results	in	the	period	in	which	the	effect	becomes	probable	and	reasonably	estimable.

# Other	Litigation

# "Indirect	Purchaser"	Actions

From	2000	to	2004,	complaints	were	filed	on	behalf	of	consumers	in	nineteen	different	states	and	the	District	of	Columbia	against	Visa	U.S.A.	and MasterCard	(and,	in	California,	Visa	International).	The	complaints	allege,	among	other	things,	that	Visa	U.S.A.'s	"honor	all	cards"	rule	and	a	similar MasterCard	rule	violated	state	antitrust	and	consumer	protection	laws,	and	common	law.	The	claims	in	these	class	actions	asserted	that	merchants,	faced with	excessive	merchant	discount	fees,	passed	on	some	portion	of	those	fees	to	consumers	in	the	form	of	higher	prices	on	goods	and	services	sold. Plaintiffs	seek	money	damages	and	injunctive	relief.	Visa	has	been	successful	in	the	majority	of	these	cases,	and	has	resolved	the	cases	in	all jurisdictions	but	California.

In	California,	in	the	consolidated	Credit/Debit	Card	Tying	Cases,	the	court	dismissed	claims	brought	under	the	Cartwright	Act,	but	denied	a	similar motion	with	respect	to	Unfair	Competition	Law	claims	for	unlawful,	unfair	and/or	fraudulent	business	practices.	The	parties	agreed	to	settlement	terms	to resolve	the	dispute,	which	was	granted	final	approval.	The	plaintiff	in	Attridge	filed	a	notice	of	appeal	from	the	final	approval	order,	as	did	other	objectors to	the	settlement.	An	appeals	court	reversed	the	judgment	approving	the	settlement	agreement,	and	the	case	was	remanded	to	the	trial	court	for consideration	of	the	fairness	and	adequacy	of	the	settlement	in	light	of	the	inclusion	of	the	Attridge	claims	in	the	release.	The	parties	subsequently	agreed upon	a	revised	written	settlement	agreement,	which	was	granted	final	approval.	An	appeals	court	affirmed	the	judgment	approving	the	revised	written settlement	agreement,	and	certain	objectors	filed	petitions	for	rehearing.

# European	Competition	Proceedings

European	Commission.	On	April	3,	2009,	the	European	Commission	("EC")	issued	a	Statement	of	Objections	("SO")	to	Visa	Europe,	Visa International	and	Visa	Inc.	alleging	a	breach	of	European	competition	law,	namely	Article	81	of	the	European	Community	Treaty	and	Article	53	of	the European	Economic	Area	Agreement	(the	"EEA	Agreement").	The	SO	was	directed	to	Visa	Inc.	and	Visa	International	with	respect	to	the	"honor	all	cards" rule,	the	"no-surcharge"	rule,	and	certain	consumer	card	interchange	fee	practices.

In	2010,	Visa	Europe	announced	an	agreement	with	the	EC	to	end	the	proceedings	with	respect	to	Visa	Europe's	debit	interchange	fees.	The	EC concluded	that	the	proposed	agreement	with	Visa	Europe	addressed	its	competition	concerns,	made	the	agreement	legally	binding	upon	Visa	Europe, and	closed	its	investigation	with	regard	to	interchange	fees	for	consumer	debit	card	transactions.

On	July	31,	2012,	the	EC	announced	a	supplementary	Statement	of	Objections	("SSO")	that	was	sent	to	Visa	Europe	concerning	interchange	for consumer	credit	card	transactions;	and,	on	March	8,	2013,	a	redacted	version	of	the	SSO	was	served	on	Visa	Inc.	and	Visa	International.	The	SSO alleges	a	breach	of	Article	101	of	the	Treaty	on	the	Functioning	of	the	European	Union	and	Article	53	of	the	EEA	Agreement.	Among	other	things,	the SSO	asserts	claims	jointly	against	Visa	Europe,	Visa	Inc.,	and	Visa	International,	objecting	to	domestic,	cross-border,	and	inter-regional	interchange,	Visa Europe's	rules	relating	to	cross-border	acquiring,	and	Visa	Europe's	point	of	sale	rules.

The	SSO	also	announces	the	EC's	intention	to	impose	fines.	The	potential	amount	of	any	fine	cannot	be	estimated	at	this	time.

On	February	26,	2014,	the	EC	adopted	a	formal	decision	accepting	Visa	Europe's	commitments	addressing	domestic	interchange,	cross-border interchange	for	credit	card	transactions	within	Europe,	and	cross-border	acquiring	within	Europe,	and	made	the	commitments	legally	binding	on	Visa Europe.	The	EC	continues	the	proceedings	in	respect	of	inter-regional	interchange	fees	that	apply	to	transactions	involving	a	Visa	credit	cardholder	from outside	the	Visa	Europe	territory	and	a	merchant	in	the	European	Economic	Area	(EEA).	These	interchange	fees	are	set	by	Visa	Inc.

U.K.	Merchant	Litigation.	Since	July	2013,	approximately	20	merchants	(together	with	subsidiary/affiliate	companies)	have	commenced	proceedings against	Visa	Europe	(used	in	this	U.K.	Merchant	Litigation	section	to	denote	Visa	Europe	Limited	and/or	relevant	subsidiary/affiliate	companies),	Visa	Inc. and	Visa	International	relating	to	interchange	rates	in	Europe,	and	seek	damages	for	alleged	anti-competitive	conduct	primarily	in	relation	to	U.K.	domestic and/or	Irish	domestic	and/or	intra-EEA	interchange	fees	for	credit	and	debit	cards.	After	a	successful	application	for	summary	judgment,	the	claims	of most	merchants	were	limited	to	the	6	year	period	immediately	preceding	the	issuance	of	each	claim.	These	merchants	intend	to	apply	for	permission	to appeal.

In	addition,	since	March	2013,	approximately	20	additional	merchants	(together	with	subsidiary/affiliate	companies)	have	threatened	to	commence proceedings	against	Visa	Europe,	Visa	Inc.	and	Visa	International	with	respect	to	interchange	rates	in	Europe.	Visa	Europe,	Visa	Inc.,	and	Visa International	entered	into	standstill	agreements	with	respect	to	a	majority	of	those	merchants'	claims.	While	the	amount	of	interchange	being	challenged could	be	substantial,	these	claims	have	not	yet	been	filed	and	their	full	scope	is	not	yet	known.

Altogether,	therefore,	merchants	accounting	for	more	than	 50%	of	U.K.	retail	sales	have	either	filed	claims	or	preserved	their	right	to	do	so.	The amount	of	interchange	being	challenged	is	substantial.	Although	not	all	of	the	merchant	claims	have	been	served	and	thus	the	full	scope	of	the	claims	is not	yet	known,	and	there	are	substantial	defenses	to	these	claims,	the	total	damages	sought	in	the	claims	that	have	been	served	exceed	several	billion dollars.

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

# Canadian	Competition	Proceedings

Merchant	Litigation.	Beginning	in	December	2010,	a	number	of	purported	civil	follow-on	cases	to	the	Competition	Bureau's	proceeding	were	filed	in Quebec,	British	Columbia,	Ontario,	Saskatchewan,	and	Alberta	against	Visa	Canada,	MasterCard,	and	ten	financial	institutions	on	behalf	of	purported classes	of	merchants	and	others	that	accept	payment	by	Visa	and	MasterCard.	In	Saskatchewan,	a	separate	action	was	filed	against	Visa	Canada Corporation	and	Visa	Inc.,	two	MasterCard	entities,	and	a	number	of	smaller	Canadian	issuing	banks	that	are	not	named	as	defendants	in	any	of	the existing	proceedings.	The	purported	class	action	lawsuits	allege	conduct	contrary	to	Section	45	of	Canada's	Competition	Act	and	also	assert	claims	of	civil conspiracy,	interference	with	economic	interests,	and	unjust	enrichment,	among	others.	Plaintiffs	allege	that	Visa	and	MasterCard	each	conspired	with their	member	financial	institutions	to	set	supra-competitive	default	interchange	rates	and	merchant	discount	fees,	and	that	Visa	and	MasterCard's respective	"no-surcharge"	and	"honor	all	cards"	policies	had	the	anticompetitive	effect	of	increasing	merchant	discount	fees.

On	March	26,	2014,	the	British	Columbia	Supreme	Court,	in	 Watson	v.	Bank	of	America	Corporation,	et	al. ,	granted	the	plaintiffs'	application	for class	certification	in	part,	allowing	plaintiffs	to	proceed	as	a	class	on,	among	other	claims,	claims	for	price	fixing	under	Canada's	Competition	Act.	Both plaintiff	and	defendants	are	appealing	aspects	of	the	certification	decision	to	the	British	Columbia	Court	of	Appeal.	The	lawsuits	in	Quebec,	Ontario,

Alberta,	and	Saskatchewan	are	either	being	held	in	abeyance	or	are	effectively	stayed	pending	further	proceedings	in	the	British	Columbia	lawsuit.

The	pending	Canada	Merchant	Litigation	lawsuits	largely	seek	unspecified	monetary	damages	and	injunctive	relief,	but	some	allege	substantial damages.

# Dynamic	Currency	Conversion

On	February	4,	2013,	following	an	investigation	into	Visa's	policies	relating	to	the	provision	of	Dynamic	Currency	Conversion	(DCC),	the	Australian Competition	and	Consumer	Commission	("ACCC")	commenced	proceedings	in	the	Federal	Court	of	Australia	against	Visa	Inc.,	Visa	U.S.A.,	VWPL,	and Visa	AP	(Australia)	Pty	Limited	alleging	that	certain	Visa	policies	related	to	the	provision	of	DCC	services	contravened	Australian	competition	law.	The ACCC	later	filed	an	amended	claim	adding	Visa	International	as	a	respondent.	DCC	refers	to	conversion	from	one	currency	to	another,	either	of	the	price of	goods	or	services	by	the	merchant,	or	of	cash	withdrawals	by	an	ATM.	Among	other	things,	the	ACCC	alleges	that:	(1)	from	May	2010	to	October	2010, Visa	prohibited	DCC	services	with	respect	to	transactions	on	Visa	international	payment	cards	conducted	at	Australian	merchant	outlets	that	had	not previously	been	conducting	DCC	transactions;	and	(2)	from	at	least	May	2007,	Visa	prohibited	DCC	services	with	respect	to	cash	withdrawals	at	Australian ATMs	on	Visa	international	payment	cards.	The	ACCC	seeks	declaratory	relief	and	a	monetary	penalty.	The	potential	amount	of	any	penalty	cannot	be estimated	at	this	time.

# Data	Pass	Litigation

On	November	19,	2010,	a	consumer	filed	an	amended	class	action	complaint	against	Webloyalty.com,	Inc.,	Gamestop	Corporation,	and	Visa	Inc.	in federal	district	court	in	Connecticut.	The	plaintiff	claims,	among	other	things,	that	consumers	who	made	online	purchases	at	merchants	were	deceived	into also	incurring	charges	for	services	from	Webloyalty.com	through	the	alleged	unauthorized	passing	of	cardholder	account	information	during	the	sales transaction	("data	pass"),	in	violation	of	federal	and	state	consumer	protection	statutes	and	common	law.	Visa	allegedly	aided	and	abetted	the	conduct	of the	other	defendants.	Plaintiff	seeks	certification	of	a	class	of	persons	and	entities	whose	credit	card	or	debit	card	data	was	improperly	accessed	by Webloyalty.com	since	October	1,	2008,	and	seeks	damages,	restitution,	and	injunctive	relief.	Webloyalty.com,	GameStop,	and	Visa	each	filed	motions	to dismiss	the	amended	complaint,	which	the	court	granted	as	to	the	claims	that	are	grounded	in	fraud.	The	court	reserved	decision	on	whether	all	of	the claims	in	the	amended	complaint	are	grounded	in	fraud,	and	granted	plaintiff	leave	to	file	a	further	amended	complaint.	On	August	15,	2014,	plaintiff	filed a	second	amended	class	action	complaint	against	the	same	defendants	as	in	the	amended	complaint,	asserting	the	same	claims.

# Korean	Fair	Trade	Commission

Following	a	complaint	lodged	by	a	Visa	client,	in	July	2011	the	Korean	Fair	Trade	Commission	("KFTC")	initiated	an	investigation	into	Visa's requirements	for	the	processing	of	international	transactions	over	VisaNet.	The	KFTC	has	the	authority	to	issue	an	injunction	or	a	fine.	The	potential amount	of	any	fine	cannot	be	estimated	at	this	time.

# U.S.	ATM	Access	Fee	Litigation

National	ATM	Council	Class	Action.	On	October	12,	2011,	the	National	ATM	Council	and	thirteen	non-bank	ATM	operators	filed	a	class	action lawsuit	against	Visa	(Visa	Inc.,	Visa	International,	Visa	U.S.A.,	and	Plus	System,	Inc.)	and	MasterCard	in	the	U.S.	District	Court	for	the	District	of Columbia.	The	complaint	challenges	Visa's	rule	(and	a	similar	MasterCard	rule)	that	if	an	ATM	operator	chooses	to	charge	consumers	an	access	fee	for	a Visa	or	Plus	transaction,	that	fee	cannot	be	greater	than	the	access	fee	charged	for	transactions	on	other	networks.	Plaintiffs	claim	that	the	rule	violates Section	1	of	the	Sherman	Act,	and	seek	damages	"in	an	amount	not	presently	known,	but	which	is	tens	of	millions	of	dollars,	prior	to	trebling,"	injunctive relief,	and	attorneys'	fees.	Plaintiffs	filed	an	amended	class	action	complaint	against	the	same	defendants,	also	asserting	that	the	ATM	access	fee	rule violates	Section	1	of	the	Sherman	Act.	Plaintiffs	request	treble	damages,	injunctive	relief	and	attorneys'	fees.

Consumer	Class	Actions.	In	October	2011,	a	purported	consumer	class	action	was	filed	against	Visa	and	MasterCard	in	the	same	federal	court challenging	the	same	ATM	access	fee	rules.	Two	other	purported	consumer

class	actions	were	also	filed	in	October	2011	in	the	same	federal	court,	and	were	later	combined	into	a	single	amended	complaint	which	challenges	the same	ATM	access	fee	rules	and	names	Visa,	MasterCard	and	three	financial	institutions	as	defendants.	These	consumer	class	actions	purport	to represent	classes	and	sub-classes	of	consumers	in	claims	brought	under	Section	1	of	the	Sherman	Act,	and	also	allege	claims	under	antitrust	and/or consumer	protection	statutes	in	certain	states	and	the	District	of	Columbia.	The	lawsuits	seek	injunctive	relief,	attorneys'	fees,	treble	damages,	and restitution	where	available	under	state	law.

On	February	13,	2013,	the	court	granted	the	defendants'	motions	to	dismiss	the	complaints	in	the	 National	ATM	Council	class	action	and	the consumer	class	actions,	and	dismissed	the	cases	without	prejudice.	The	U.S.	District	Court	for	the	District	of	Columbia	subsequently	denied	plaintiffs' motions	for	leave	to	file	amended	complaints	in	the	National	ATM	Council	class	action	and	the	consumer	class	actions,	and	denied	plaintiffs'	motions	for an	order	altering	or	amending	the	court's	February	13,	2013	judgment.	Plaintiffs	filed	notices	of	appeal	to	the	U.S.	Court	of	Appeals	for	the	District	of Columbia	Circuit.

# U.S.	Department	of	Justice	Civil	Investigative	Demand

On	March	13,	2012,	the	Antitrust	Division	of	the	United	States	Department	of	Justice	(the	 "Division")	issued	a	Civil	Investigative	Demand,	or	 "CID,"	to Visa	Inc.	seeking	documents	and	information	regarding	a	potential	violation	of	Section	1	or	2	of	the	Sherman	Act,	15	U.S.C.	§§	1,	2.	The	CID	focuses	on PIN-Authenticated	Visa	Debit	and	Visa's	competitive	responses	to	the	Dodd-Frank	Act,	including	Visa's	fixed	acquirer	network	fee.	Visa	is	cooperating with	the	Division	in	connection	with	the	CID.

# Federal	Trade	Commission	Voluntary	Access	Letter

On	September	21,	2012,	the	Bureau	of	Competition	of	the	United	States	Federal	Trade	Commission	(the	 "Bureau")	requested	that	Visa	provide	on	a voluntary	basis	documents	and	information	regarding	potential	violations	of	certain	regulations	associated	with	the	Dodd-Frank	Act,	particularly	Section 920(b)(1)(B)	of	the	Electronic	Funds	Transfer	Act,	15	U.S.C.	1693o-2,	and	Regulation	II,	12	C.F.R.	§	235.7(b)	(commonly	known	as	the	"Durbin Amendment"	and	regulations).	The	request	focuses	on	information	related	to	the	purposes,	implementation,	and	impact	of	the	optional	PIN	Debit	Gateway Service.	The	revenue	generated	by	the	PIN	Debit	Gateway	Service	is	not	material	to	the	Company's	financial	statements.	Visa	is	cooperating	with	the Bureau	and	responding	to	its	information	requests.

# Consumer	Financial	Protection	Bureau

On	February	7,	2013,	Visa	received	a	letter	from	the	Consumer	Financial	Protection	Bureau	( "CFPB")	seeking	documents	and	information,	on	a voluntary	basis,	regarding	Visa's	practices	with	respect	to	the	conversion	of	U.S.	cardholder	foreign	transactions	from	foreign	currency	into	U.S.	dollars. On	November	6,	2014,	the	CFPB	notified	Visa	that	it	had	completed	its	investigation	and	did	not	intend	to	recommend	taking	enforcement	action	against Visa.

# Target	Data	Breach

On	March	3,	2014,	a	purported	class	action	was	filed	in	the	U.S.	District	Court	for	the	District	of	Utah	against	Target,	Visa	and	MasterCard	alleging, among	other	things,	violations	of	Utah	unfair	competition	law,	invasion	of	privacy,	negligence	and	breach	of	contract	as	a	result	of	unauthorized	access	in November	and	December	2013	to	certain	personal	information	and	payment	card	data	stored	by	Target.	The	complaint	also	alleges	that	Visa	and MasterCard	unlawfully	failed	to	implement	chip	technology	in	the	United	States.	The	complaint	seeks	damages,	restitution,	injunctive	relief	and	attorneys' fees.	On	April	4,	2014,	the	Judicial	Panel	on	Multidistrict	Litigation	issued	an	order	conditionally	transferring	the	action	to	an	existing	MDL	related	to	the Target	data	breach	where	Visa	has	not	been	a	party	in	the	U.S.	District	Court	for	the	District	of	Minnesota,	In	re	Target	Corp.	Customer	Data	Security Breach	Litigation,	MDL	No.	2522.	Visa	and	MasterCard	filed	a	motion	to	separate	and	remand	the	claims	against	them,	or	alternatively,	to	remand	the action	in	its	entirety.	The	motion	was	granted,	and	the	claims	against	Visa	and	MasterCard	were	severed	and	remanded	to	the	District	of	Utah.	The	case remains	stayed.

# Note	21—Subsequent	Events

In	October	2014,	the	Company's	board	of	directors	authorized	a	new $5.0	billion	share	repurchase	program.	See	Note	14—Stockholders'	Equity.

In	October	2014,	the	Company's	board	of	directors	declared	a	dividend	in	the	aggregate	amount	of	 $0.48	per	share	of	class	A	common	stock (determined	in	the	case	of	class	B	and	class	C	common	stock	on	an	as-converted	basis).	See	Note	14—Stockholders'	Equity.

# Selected	Quarterly	Financial	Data	(Unaudited)

The	following	tables	show	selected	quarterly	operating	results	for	each	quarter	and	full	year	of	fiscal 2014	and	2013	for	the	Company:

|  |  | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) |  | Fiscal	Year |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Sep.\t30, | Jun.\t30, | Mar.\t31, | Dec.\t31, |  |
| Visa\tInc. | 2014\t(1) | 2014 | 2014 | 2013 | 2014\tTotal |
|  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |
| Operating\trevenues | $3,229 | $3,155 | $3,163 | $3,155 | $12,702 |
| Operating\tincome | $1,552 | $2,020 | $2,048 | $2,077 | $7,697 |
| Net\tincome\tattributable\tto\tVisa\tInc. | $1,073 | $1,360 | $1,598 | $1,407 | $5,438 |
| Basic\tearnings\tper\tshare |  |  |  |  |  |
| Class\tA\tcommon\tstock | $1.73 | $2.17 | $2.53 | $2.21 | $8.65 |
| Class\tB\tcommon\tstock | $0.73 | $0.91 | $1.06 | $0.93 | $3.63 |
| Class\tC\tcommon\tstock | $1.73 | $2.17 | $2.53 | $2.21 | $8.65 |
| Diluted\tearnings\tper\tshare |  |  |  |  |  |
| Class\tA\tcommon\tstock | $1.72 | $2.17 | $2.52 | $2.20 | $8.62 |
| Class\tB\tcommon\tstock | $0.72 | $0.91 | $1.06 | $0.93 | $3.62 |
| Class\tC\tcommon\tstock | $1.72 | $2.17 | $2.52 | $2.20 | $8.62 |

|  |  | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) |  | Fiscal	Year |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Visa\tInc. | Sep.\t30,\n2013 | Jun.\t30,\n2013 | Mar.\t31,\n2013 | Dec.\t31,\n2012 | 2013\tTotal |
|  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |
| Operating\trevenues | $2,973 | $3,001 | $2,958 | $2,846 | $11,778 |
| Operating\tincome | $1,751 | $1,828 | $1,860 | $1,800 | $7,239 |
| Net\tincome\tattributable\tto\tVisa\tInc. | $1,192 | $1,225 | $1,270 | $1,293 | $4,980 |
| Basic\tearnings\tper\tshare |  |  |  |  |  |
| Class\tA\tcommon\tstock | $1.86 | $1.89 | $1.93 | $1.94 | $7.61 |
| Class\tB\tcommon\tstock | $0.78 | $0.79 | $0.81 | $0.82 | $3.20 |
| Class\tC\tcommon\tstock | $1.86 | $1.89 | $1.93 | $1.94 | $7.61 |
| Diluted\tearnings\tper\tshare |  |  |  |  |  |
| Class\tA\tcommon\tstock | $1.85 | $1.88 | $1.92 | $1.93 | $7.59 |
| Class\tB\tcommon\tstock | $0.78 | $0.79 | $0.81 | $0.81 | $3.19 |
| Class\tC\tcommon\tstock | $1.85 | $1.88 | $1.92 | $1.93 | $7.59 |

(1)	 During	the	fourth	quarter	of	fiscal	2014,	we	recorded	a	litigation	provision	of	 $450	million	and	related	tax	benefits	associated	with	the	interchange multidistrict	litigation,	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	20—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

# Evaluation	of	Disclosure	Controls	and	Procedures

We	maintain	a	system	of	disclosure	controls	and	procedures	(as	defined	in	the	Rules	13a-15(e)	and	15(d)-15(e)	under	the	Securities	Exchange	Act of	1934,	as	amended	(the	"Exchange	Act"))	that	is	designed	to	ensure	that	information	required	to	be	disclosed	in	our	Exchange	Act	reports	is	recorded, processed,	summarized	and	reported	within	the	time	periods	specified	in	the	SEC's	rules	and	forms,	and	that	such	information	is	accumulated	and communicated	to	our	management,	including	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	as	appropriate,	to	allow	timely	decisions	regarding required	disclosures.

Under	the	supervision	and	with	the	participation	of	our	management,	including	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	we	conducted an	evaluation	of	our	disclosure	controls	and	procedures.	Based	on	this	evaluation,	our	Chief	Executive	Officer	and	our	Chief	Financial	Officer	concluded that,	as	of	September	30,	2014,	our	disclosure	controls	and	procedures	were	effective,	at	the	reasonable	assurance	level.

There	are	inherent	limitations	to	the	effectiveness	of	any	system	of	disclosure	controls	and	procedures.	These	limitations	include	the	possibility	of human	error,	the	circumvention	or	overriding	of	the	controls	and	procedures	and	reasonable	resource	constraints.	In	addition,	because	we	have	designed our	system	of	controls	based	on	certain	assumptions,	which	we	believe	are	reasonable,	about	the	likelihood	of	future	events,	our	system	of	controls	may not	achieve	its	desired	purpose	under	all	possible	future	conditions.	Accordingly,	our	disclosure	controls	and	procedures	provide	reasonable	assurance, but	not	absolute	assurance,	of	achieving	their	objectives.

# Management's	Report	on	Internal	Control	over	Financial	Reporting

The	Company's	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	for	the	Company. Management	assessed	the	effectiveness	of	the	Company's	internal	control	over	financial	reporting	as	of	September	30,	2014.	Based	on	management's assessment,	management	has	concluded	that	the	Company's	internal	control	over	financial	reporting	was	effective	as	of	September	30,	2014	using	the criteria	set	forth	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO)	in	Internal	Control—Integrated	Framework	(1992).

Our	internal	control	over	financial	reporting	is	designed	to	provide	reasonable,	but	not	absolute,	assurance	regarding	the	reliability	of	financial reporting	and	the	preparation	of	financial	statements	in	accordance	with	U.S.	generally	accepted	accounting	principles.	There	are	inherent	limitations	to the	effectiveness	of	any	system	of	internal	control	over	financial	reporting.	These	limitations	include	the	possibility	of	human	error,	the	circumvention	or overriding	of	the	system	and	reasonable	resource	constraints.	Because	of	its	inherent	limitations,	our	internal	control	over	financial	reporting	may	not prevent	or	detect	misstatements.	Projections	of	any	evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risks	discussed	in	Item	1A—Risk Factors	of	this	report.

The	effectiveness	of	our	internal	control	over	financial	reporting	as	of	 September	30,	2014,	has	been	audited	by	KPMG	LLP,	an	independent registered	public	accounting	firm	and	is	included	in	Item	8	of	this	report.

# Changes	in	Internal	Control	over	Financial	Reporting

In	preparation	for	management's	report	on	internal	control	over	financial	reporting,	we	documented	and	tested	the	design	and	operating effectiveness	of	our	internal	control	over	financial	reporting.	During	fiscal	2014,	there	were	no	significant	changes	in	our	internal	controls	over	financial reporting	that	occurred	during	the	year	ended	September	30,	2014,	that	have	materially	affected,	or	are	reasonably	likely	to	materially	affect,	the Company's	internal	control	over	financial	reporting.

# ITEM	9B. Other	Information

# PART	III

Certain	information	required	by	Part	III	is	omitted	from	this	Report	and	the	Company	will	file	a	definitive	proxy	statement	pursuant	to	Regulation	14A under	the	Exchange	Act	(the	"Proxy	Statement")	not	later	than	120	days	after	the	end	of	the	fiscal	year	ended	September	30,	2014,	and	certain information	included	therein	is	incorporated	herein	by	reference.	Only	those	sections	of	the	Proxy	Statement	that	specifically	address	the	items	set	forth herein	are	incorporated	by	reference.	Such	incorporation	does	not	include	the	report	of	the	Audit	and	Risk	Committee	included	in	the	Proxy	Statement.

# ITEM	10. Directors,	Executive	Officers	and	Corporate	Governance

The	information	required	by	this	item	concerning	the	Company's	directors,	executive	officers,	the	Code	of	Business	Conduct	and	Ethics	and corporate	governance	matters	is	incorporated	herein	by	reference	to	the	sections	entitled	"Director	Nominee	Biographies,"	"Executive	Officers,"	"Corporate Governance—Codes	of	Conduct	and	Ethics,"	and	"Board	Meetings	and	Committees	of	the	Board—Committees	of	the	Board	of	Directors" 	in	our	Proxy Statement.

The	information	required	by	this	item	regarding	compliance	with	Section	16(a)	of	the	Exchange	Act	pursuant	to	Item	405	of	Regulation	S-K	is incorporated	herein	by	reference	to	the	section	entitled	"Section	16(a)	Beneficial	Ownership	Reporting	Compliance"	in	our	Proxy	Statement.

Our	Code	of	Business	Conduct	and	Ethics,	Code	of	Ethics	for	Senior	Financial	Officers	and	our	Corporate	Governance	Guidelines	are	available	on the	Investor	Relations	page	of	our	website	at	http://investor.visa.com,	under	"Corporate	Governance."	Printed	copies	of	these	documents	are	also available	to	stockholders	without	charge	upon	written	request	directed	to	Corporate	Secretary,	Visa	Inc.,	P.O.	Box	8999,	San	Francisco,	California	94128- 8999.

# ITEM	11. Executive	Compensation

The	information	required	by	this	item	concerning	director	and	executive	compensation	is	incorporated	herein	by	reference	to	the	sections	entitled "Compensation	of	Non-Employee	Directors"	and	"Executive	Compensation"	in	our	Proxy	Statement.

The	information	required	by	this	item	pursuant	to	Item	407(e)(4)	of	Regulation	S-K	is	incorporated	herein	by	reference	to	the	section	entitled "Compensation	Committee	Interlocks	and	Insider	Participation" 	in	our	Proxy	Statement.

The	information	required	by	this	item	pursuant	to	Item	407(e)(5)	of	Regulation	S-K	is	incorporated	herein	by	reference	to	the	section	entitled "Compensation	Committee	Report"	in	our	Proxy	Statement.

# ITEM	12. Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters

The	information	required	by	this	item	pursuant	to	Item	403	of	Regulation	S-K	is	incorporated	herein	by	reference	to	the	section	entitled "Beneficial Ownership	of	Equity	Securities"	in	our	Proxy	Statement.

For	the	information	required	by	item	201(d)	of	Regulation	S-K,	refer	to Item	5	in	this	report.

# ITEM	13. Certain	Relationships	and	Related	Transactions,	and	Director	Independence

The	information	required	by	this	item	concerning	related	party	transactions	pursuant	to	Item	404	of	Regulation	S-K	is	incorporated	herein	by reference	to	the	section	entitled	"Corporate	Governance—Certain	Relationships	and	Related	Person	Transactions" 	in	our	Proxy	Statement.

The	information	required	by	this	item	concerning	director	independence	pursuant	to	Item	407(a)	of	Regulation	S-K	is	incorporated	herein	by reference	to	the	section	entitled	"Corporate	Governance—	Independence	of	Directors"	in	our	Proxy	Statement.

# ITEM	14. Principal	Accountant	Fees	and	Services

The	information	required	by	this	Item	is	incorporated	herein	by	reference	to	the	section	entitled "Independent	Registered	Public	Accounting	Firm Fees"	in	our	Proxy	Statement.

# PART	IV

# ITEM	15. Exhibits	and	Financial	Statement	Schedules

# (a) The	following	documents	are	filed	as	part	of	this	report:

1. Consolidated	Financial	Statements

See	Index	to	Consolidated	Financial	Statements	in Item	8—Financial	Statements	and	Supplementary	Data	of	this	report.

2. Consolidated	Financial	Statement	Schedules

None.

3. The	following	exhibits	are	filed	as	part	of	this	report	or,	where	indicated,	were	previously	filed	and	are	hereby	incorporated	by	reference:

Refer	to	the	Exhibit	Index	herein.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	as	amended,	the	registrant	has	duly	caused	this	Annual Report	on	Form	10-K	to	be	signed	on	its	behalf	by	the	undersigned,	thereunto	duly	authorized.

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	as	amended,	this	report	has	been	signed	below	by	the	following	persons	on behalf	of	the	registrant	in	the	capacities	and	on	the	dates	indicated:

Maynard	G.	Webb,	Jr.

# EXHIBIT	INDEX

|  |  |  | Incorporated	by	Reference | Incorporated	by	Reference |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Exhibit\nNumber | Exhibit\n\t Description | Form | File\nNumber | Exhibit\nNumber | Filing\nDate |
| 3.1 | Fifth\tAmended\tand\tRestated\tCertificate\tof\tIncorporation\tof\tVisa | 8-K | 001-33977 | 3.1 | 12/17/2008 |
|  | Inc. |  |  |  |  |
| 3.2 | Certificate\tof\tCorrection\tof\tthe\tFifth\tAmended\tand\tRestated | 10-Q | 001-33977 | 3.1 | 7/30/2009 |
|  | Certificate\tof\tIncorporation\tof\tVisa\tInc. |  |  |  |  |
| 3.3 | Certificate\tof\tAmendment\tto\tthe\tFifth\tAmended\tand\tRestated | 8-K | 001-33977 | 3.1 | 1/31/2011 |
|  | Certificate\tof\tIncorporation\tof\tVisa\tInc.\tto\tDeclassify\tthe\tBoard |  |  |  |  |
|  | of\tDirectors |  |  |  |  |
| 3.4 | Certificate\tof\tAmendment\tto\tthe\tFifth\tAmended\tand\tRestated | 8-K | 001-33977 | 3.2 | 1/31/2011 |
|  | Certificate\tof\tIncorporation\tof\tVisa\tInc.\tto\tImplement\ta\tMajority |  |  |  |  |
|  | Vote\tStandard\tin\tUncontested\tElections\tof\tDirectors |  |  |  |  |
| 3.5 | Amended\tand\tRestated\tBylaws | 8-K | 001-33977 | 3.1 | 10/25/2012 |
| 4.1 | Form\tof\tstock\tcertificate\tof\tVisa\tInc. | S-4/A | 333-143966 | 4.1 | 9/13/2007 |
| 4.2 | Form\tof\tspecimen\tcertificate\tfor\tclass\tB\tcommon\tstock\tof\tVisa | 8-A | 000-53572 | 4.1 | 1/28/2009 |
|  | Inc. |  |  |  |  |
| 4.3 | Form\tof\tspecimen\tcertificate\tfor\tclass\tC\tcommon\tstock\tof\tVisa | 8-A | 000-53572 | 4.2 | 1/28/2009 |
|  | Inc. |  |  |  |  |
| 4.4 | The\tinstruments\tdefining\tthe\trights\tof\tholders\tof\tlong-term\tdebt | N/A | N/A | N/A | N/A |
|  | securities\tof\tVisa\tInc.\tand\tits\tsubsidiaries\thave\tbeen\tomitted(1) |  |  |  |  |
| 10.1 | Form\tof\tIndemnity\tAgreement | S-4/A | 333-143966 | 10.4 | 8/2/2007 |
| 10.2 | Form\tof\tIndemnity\tAgreement | 8-K | 001-33977 | 10.1 | 10/25/2012 |
| 10.3 | Amended\tand\tRestated\tGlobal\tRestructuring\tAgreement,\tdated | S-4/A | 333-143966 | Annex\tA | 9/13/2007 |
|  | August\t24,\t2007,\tby\tand\tamong\tVisa\tInc.,\tVisa\tInternational |  |  |  |  |
|  | Service\tAssociation,\tVisa\tU.S.A.\tInc.,\tVisa\tEurope\tLimited,\tVisa |  |  |  |  |
|  | Canada\tAssociation,\tInovant\tLLC,\tInovant,\tInc.,\tVisa\tEurope |  |  |  |  |
|  | Services,\tInc.,\tVisa\tInternational\tTransition\tLLC,\tVI\tMerger\tSub, |  |  |  |  |
|  | Inc.,\tVisa\tUSA\tMerger\tSub\tInc.\tand\t1734313\tOntario\tInc. |  |  |  |  |
| 10.4 | Form\tof\tVisa\tEurope\tPut-Call\tOption\tAgreement\tbetween\tVisa | S-4/A | 333-143966 | Annex\tB | 9/13/2007 |
|  | Inc.\tand\tVisa\tEurope\tLimited |  |  |  |  |
| 10.5 | Form\tof\tEscrow\tAgreement\tby\tand\tamong\tVisa\tInc.,\tVisa | S-4 | 333-143966 | 10.15 | 6/22/2007 |
|  | U.S.A.\tInc.\tand\tthe\tescrow\tagent |  |  |  |  |
| 10.6 | Form\tof\tFramework\tAgreement\tby\tand\tamong\tVisa\tInc.,\tVisa | S-4/A | 333-143966 | 10.17 | 7/24/2007 |
|  | Europe\tLimited,\tInovant\tLLC,\tVisa\tInternational\tServices |  |  |  |  |
|  | Association\tand\tVisa\tU.S.A.\tInc.\t† |  |  |  |  |
| 10.7 | 364-Day\tRevolving\tCredit\tAgreement,\tdated\tJanuary\t29,\t2014, | 10-Q | 001-33977 | 10.1 | 4/24/2014 |

| 10.8 | Form	of	Interchange	Judgment	Sharing	Agreement	by	and | S-4/A | 333-143966 | 10.13 | 7/24/2007 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | among\tVisa\tInternational\tService\tAssociation\tand\tVisa\tU.S.A. |  |  |  |  |
|  | Inc.,\tand\tthe\tother\tparties\tthereto\t† |  |  |  |  |
| 10.9 | Interchange\tJudgment\tSharing\tAgreement\tSchedule | 8-K | 001-33977 | 10.2 | 2/8/2011 |
| 10.10 | Form\tof\tLoss\tSharing\tAgreement\tby\tand\tamong\tVisa\tU.S.A. | S-4/A | 333-143966 | 10.14 | 7/24/2007 |
|  | Inc.,\tVisa\tInternational\tService\tAssociation,\tVisa\tInc.\tand |  |  |  |  |
|  | various\tfinancial\tinstitutions |  |  |  |  |
| 10.11 | Loss\tSharing\tAgreement\tSchedule | 8-K | 001-33977 | 10.1 | 2/8/2011 |
| 10.12 | Form\tof\tLitigation\tManagement\tAgreement\tby\tand\tamong\tVisa | S-4/A | 333-143966 | 10.18 | 8/22/2007 |
|  | Inc.,\tVisa\tInternational\tService\tAssociation,\tVisa\tU.S.A.\tInc. |  |  |  |  |
|  | and\tthe\tother\tparties\tthereto |  |  |  |  |
| 10.13 | Omnibus\tAgreement,\tdated\tFebruary\t7,\t2011,\tregarding | 8-K | 001-33977 | 10.2 | 7/16/2012 |
|  | Interchange\tLitigation\tJudgment\tSharing\tand\tSettlement |  |  |  |  |
|  | Sharing\tby\tand\tamong\tVisa\tInc.,\tVisa\tU.S.A.\tInc.,\tVisa |  |  |  |  |
|  | International\tService\tAssociation,\tMasterCard\tIncorporated, |  |  |  |  |
|  | MasterCard\tInternational\tIncorporated\tand\tthe\tparties\tthereto |  |  |  |  |
| 10.14+ | Amendment,\tdated\tAugust\t26,\t2014\tto\tthe\tOmnibus\tAgreement |  |  |  |  |
|  | regarding\tInterchange\tLitigation\tJudgment\tSharing\tand |  |  |  |  |
|  | Settlement\tSharing\tby\tand\tamong\tVisa\tInc.,\tVisa\tU.S.A.\tInc., |  |  |  |  |
|  | Visa\tInternational\tService\tAssociation,\tMasterCard |  |  |  |  |
|  | Incorporated,\tMasterCard\tInternational\tIncorporated\tand\tthe |  |  |  |  |
|  | parties\tthereto |  |  |  |  |
| 10.15 | Settlement\tAgreement,\tdated\tOctober\t19,\t2012,\tby\tand\tamong | 10-Q | 001-33977 | 10.3 | 2/6/2013 |
|  | Visa\tInc.,\tVisa\tU.S.A.\tInc.,\tVisa\tInternational\tService |  |  |  |  |
|  | Association,\tMasterCard\tIncorporated,\tMasterCard\tInternational |  |  |  |  |
|  | Incorporated,\tvarious\tU.S.\tfinancial\tinstitution\tdefendants,\tand |  |  |  |  |
|  | the\tclass\tplaintiffs\tto\tresolve\tthe\tclass\tplaintiffs'\tclaims\tin\tthe |  |  |  |  |
|  | matter\tstyled\tIn\tre\tPayment\tCard\tInterchange\tFee\tand |  |  |  |  |
|  | Merchant\tDiscount\tAntitrust\tLitigation,\tNo.\t05-MD-1720 |  |  |  |  |
| 10.16* | Visa\t2005\tDeferred\tCompensation\tPlan,\teffective\tas\tof\tJanuary | S-4/A | 333-143966 | 10.1 | 7/24/2007 |
|  | 1,\t2005 |  |  |  |  |
| 10.17*+ | Visa\tDirectors\tDeferred\tCompensation\tPlan,\tas\tamended\tand |  |  |  |  |
|  | restated\tas\tof\tJuly\t22,\t2014 |  |  |  |  |
| 10.18*+ | Visa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan,\tas |  |  |  |  |
|  | amended\tand\trestated\tas\tof\tOctober\t22,\t2014 |  |  |  |  |
| 10.19* | Visa\tInc.\tIncentive\tPlan,\tas\tamended\tand\trestated\tas\tof | 8-K | 001-33977 | 10.1 | 1/31/2011 |
|  | January\t27,\t2011 |  |  |  |  |
| 10.20* | Visa\tExcess\tThrift\tPlan,\tas\tamended\tand\trestated\tas\tof\tJanuary | 10-K | 001-33977 | 10.31 | 11/21/2008 |
|  | 1,\t2008 |  |  |  |  |
| 10.21* | Visa\tExcess\tRetirement\tBenefit\tPlan,\tas\tamended\tand\trestated | 10-K | 001-33977 | 10.32 | 11/21/2008 |
|  | as\tof\tJanuary\t1,\t2008 |  |  |  |  |
| 10.22* | First\tAmendment,\teffective\tJanuary\t1,\t2011,\tof\tthe\tVisa\tExcess | 10-K | 001-33977 | 10.34 | 11/18/2011 |

| 10.23* | Visa	Inc.	Executive	Severance	Plan,	effective	as	of	November | 8-K | 001-33977 | 10.1 | 11/9/2010 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 3,\t2010 |  |  |  |  |
| 10.24* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-K | 001-33977 | 10.35 | 11/18/2011 |
|  | Stock\tOption\tAward\tAgreement\tfor\texecutive\tofficers,\tother |  |  |  |  |
|  | than\tthe\tCEO,\tfor\tawards\tgranted\tafter\tNovember\t1,\t2011 |  |  |  |  |
| 10.25* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-K | 001-33977 | 10.36 | 11/18/2011 |
|  | Restricted\tStock\tAward\tAgreement\tfor\texecutive\tofficers,\tother |  |  |  |  |
|  | than\tthe\tCEO,\tfor\tawards\tgranted\tafter\tNovember\t1,\t2011 |  |  |  |  |
| 10.26* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-K | 001-33977 | 10.37 | 11/18/2011 |
|  | Restricted\tStock\tUnit\tAward\tAgreement\tfor\texecutive\tofficers, |  |  |  |  |
|  | other\tthan\tthe\tCEO,\tfor\tawards\tgranted\tafter\tNovember\t1,\t2011 |  |  |  |  |
| 10.27* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-K | 001-33977 | 10.39 | 11/18/2011 |
|  | Performance\tShare\tAward\tAgreement\tfor\texecutive\tofficers, |  |  |  |  |
|  | other\tthan\tthe\tCEO,\tfor\tawards\tgranted\tafter\tNovember\t1,\t2011 |  |  |  |  |
| 10.28* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-Q | 001-33977 | 10.4 | 2/6/2013 |
|  | Stock\tOption\tAward\tAgreement\tfor\tthe\tCEO,\tfor\tawards |  |  |  |  |
|  | granted\tafter\tNovember\t1,\t2012 |  |  |  |  |
| 10.29* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-Q | 001-33977 | 10.5 | 2/6/2013 |
|  | Restricted\tStock\tUnit\tAward\tAgreement\tfor\tthe\tCEO,\tfor\tawards |  |  |  |  |
|  | granted\tafter\tNovember\t1,\t2012 |  |  |  |  |
| 10.30* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-Q | 001-33977 | 10.6 | 2/6/2013 |
|  | Restricted\tStock\tAward\tAgreement\tfor\texecutive\tofficers,\tother |  |  |  |  |
|  | than\tthe\tCEO,\twith\tlimited\tvesting\tupon\ttermination\tfor\tawards |  |  |  |  |
|  | granted\tafter\tNovember\t1,\t2012 |  |  |  |  |
| 10.31* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-Q | 001-33977 | 10.7 | 2/6/2013 |
|  | Restricted\tStock\tUnit\tAgreement\tfor\texecutive\tofficers,\tother |  |  |  |  |
|  | than\tthe\tCEO,\twith\tlimited\tvesting\tupon\ttermination\tfor\tawards |  |  |  |  |
|  | granted\tafter\tNovember\t1,\t2012 |  |  |  |  |
| 10.32* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-Q | 001-33977 | 10.1 | 1/30/2014 |
|  | Stock\tOption\tAward\tAgreement\tfor\tawards\tgranted\tafter |  |  |  |  |
|  | November\t18,\t2013 |  |  |  |  |
| 10.33* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-Q | 001-33977 | 10.2 | 1/30/2014 |
|  | Restricted\tStock\tAward\tAgreement\tfor\tawards\tgranted\tafter |  |  |  |  |
|  | November\t18,\t2013 |  |  |  |  |
| 10.34* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-Q | 001-33977 | 10.3 | 1/30/2014 |
|  | Restricted\tStock\tUnit\tAward\tAgreement\tfor\tawards\tgranted |  |  |  |  |
|  | after\tNovember\t18,\t2013 |  |  |  |  |
| 10.35* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-Q | 001-33977 | 10.4 | 1/30/2014 |

| 10.36* | Form	of	Alternate	Visa	Inc.	2007	Equity	Incentive | 10-Q | 001-33977 | 10.5 | 1/30/2014 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Compensation\tPlan\tStock\tOption\tAward\tAgreement\tfor\tawards |  |  |  |  |
|  | granted\tafter\tNovember\t18,\t2013 |  |  |  |  |
| 10.37* | Form\tof\tAlternate\tVisa\tInc.\t2007\tEquity\tIncentive | 10-Q | 001-33977 | 10.6 | 1/30/2014 |
|  | Compensation\tPlan\tRestricted\tStock\tAward\tAgreement\tfor |  |  |  |  |
|  | awards\tgranted\tafter\tNovember\t18,\t2013 |  |  |  |  |
| 10.38* | Form\tof\tAlternate\tVisa\tInc.\t2007\tEquity\tIncentive | 10-Q | 001-33977 | 10.7 | 1/30/2014 |
|  | Compensation\tPlan\tRestricted\tStock\tUnit\tAward\tAgreement\tfor |  |  |  |  |
|  | awards\tgranted\tafter\tNovember\t18,\t2013 |  |  |  |  |
| 10.39* | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan | 10-Q | 001-33977 | 10.8 | 1/30/2014 |
|  | Director\tRestricted\tStock\tUnit\tAward\tAgreement\tfor\tawards |  |  |  |  |
|  | granted\tafter\tNovember\t18,\t2013 |  |  |  |  |
| 10.40*+ | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan |  |  |  |  |
|  | Director\tRestricted\tStock\tUnit\tAward\tAgreement\tfor\tawards |  |  |  |  |
|  | granted\tafter\tNovember\t1,\t2014 |  |  |  |  |
| 10.41*+ | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan |  |  |  |  |
|  | Stock\tOption\tAward\tAgreement\tfor\tawards\tgranted\tafter |  |  |  |  |
|  | November\t1,\t2014 |  |  |  |  |
| 10.42*+ | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan |  |  |  |  |
|  | Restricted\tStock\tAward\tAgreement\tfor\tawards\tgranted\tafter |  |  |  |  |
|  | November\t1,\t2014 |  |  |  |  |
| 10.43*+ | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan |  |  |  |  |
|  | Restricted\tStock\tUnit\tAward\tAgreement\tfor\tawards\tgranted |  |  |  |  |
|  | after\tNovember\t1,\t2014 |  |  |  |  |
|  | Form\tof\tVisa\tInc.\t2007\tEquity\tIncentive\tCompensation\tPlan |  |  |  |  |
|  | Performance\tShare\tAward\tAgreement\tfor\tawards\tgranted\tafter |  |  |  |  |
| 10.44*+ | November\t1,\t2014 |  |  |  |  |
|  | Form\tof\tAlternate\tVisa\tInc.\t2007\tEquity\tIncentive |  |  |  |  |
|  | Compensation\tPlan\tStock\tOption\tAward\tAgreement\tfor\tawards |  |  |  |  |
| 10.45*+ | granted\tafter\tNovember\t1,\t2014 |  |  |  |  |
|  | Form\tof\tAlternate\tVisa\tInc.\t2007\tEquity\tIncentive |  |  |  |  |
|  | Compensation\tPlan\tRestricted\tStock\tAward\tAgreement\tfor |  |  |  |  |
| 10.46*+ | awards\tgranted\tafter\tNovember\t1,\t2014 |  |  |  |  |
| 10.47*+ | Form\tof\tAlternate\tVisa\tInc.\t2007\tEquity\tIncentive |  |  |  |  |
|  | Compensation\tPlan\tRestricted\tStock\tUnit\tAward\tAgreement\tfor |  |  |  |  |
|  | awards\tgranted\tafter\tNovember\t1,\t2014 |  |  |  |  |
| 10.48* | Form\tof\tLetter\tAgreement\trelating\tto\tVisa\tInc.\tExecutive | 8-K | 001-33977 | 10.2 | 11/9/2010 |
|  | Severance\tPlan |  |  |  |  |
| 10.49* | Offer\tLetter,\tdated\tOctober\t23,\t2012,\tbetween\tVisa\tInc.\tand | 8-K | 001-33977 | 99.2 | 10/24/2012 |
|  | Charles\tW.\tScharf |  |  |  |  |
| 10.50* | Aircraft\tTime\tSharing\tAgreement,\tdated\tNovember\t7,\t2012, | 8-K | 001-33977 | 10.1 | 11/9/2012 |

32.1+ Certification	of	the	Chief	Executive	Officer	pursuant	to	18 U.S.C.	Section	1350,	as	adopted	pursuant	to	Section	906	of	the Sarbanes-Oxley	Act	of	2002

(1) We	have	agreed	to	furnish	to	the	SEC,	upon	request,	a	copy	of	each	instrument.

† Confidential	treatment	has	been	requested	for	portions	of	this	agreement.	A	completed	copy	of	the	agreement,	including	the	redacted	portions, has	been	filed	separately	with	the	SEC.

* Management	contract,	compensatory	plan	or	arrangement.

+ Filed	or	furnished	herewith.



Question: what is the total share-based compensation cost in the last three years?
Calculation:    total_share_based_compensation_cost = 172 + 179 + 147
answer = total_share_based_compensation_cost
Answer: 498