Delaware
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26-0267673
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(State or other jurisdiction
of incorporation or organization)
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(IRS Employer
Identification No.)
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P.O. Box 8999
San Francisco, California
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94128-8999
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Smaller reporting company
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company.)
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Emerging growth company
o
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Page
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PART I.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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ITEM 1.
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Financial Statements
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December 31,
2017 |
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September 30,
2017 |
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(in millions, except par value data)
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||||||
Assets
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||||
Cash and cash equivalents
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$
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8,138
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$
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9,874
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Restricted cash—U.S. litigation escrow (No
te 2)
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883
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1,031
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Investment securities (Note 3):
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Trading
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106
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82
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Available-for-sale
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3,307
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3,482
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Settlement receivable
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1,618
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1,422
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Accounts receivable
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1,281
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1,132
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Customer collateral (Note 5)
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1,155
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1,106
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Current portion of client incentives
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295
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344
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Prepaid expenses and other current assets
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504
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550
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Total current assets
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17,287
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19,023
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Investment securities, available-for-sale (Note 3)
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2,674
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1,926
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Client incentives
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557
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591
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Property, equipment and technology, net
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2,238
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2,253
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Other assets
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1,127
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1,226
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Intangible assets, net
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28,109
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27,848
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Goodwill
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15,162
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15,110
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Total assets
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$
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67,154
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$
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67,977
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Liabilities
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Accounts payable
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$
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108
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$
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179
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Settlement payable
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2,302
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2,003
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Customer collateral (Note 5)
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1,155
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1,106
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Accrued compensation and benefits
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389
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757
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Client incentives
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2,355
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2,089
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Accrued liabilities
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1,224
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1,129
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Current maturities of long-term debt (Note 4)
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—
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1,749
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Accrued litigation (Note 11)
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830
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982
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Total current liabilities
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8,363
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9,994
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Long-term debt (Note 4)
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16,621
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16,618
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Deferred tax liabilities
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5,107
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5,980
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Deferred purchase consideration
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1,330
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1,304
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Other liabilities
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2,332
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1,321
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Total liabilities
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33,753
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35,217
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Equity
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Preferred stock, $0.0001 par value, 25 shares authorized and 5 shares issued and outstanding as follows:
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Series A convertible participating preferred stock, none issued (Note 7)
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—
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—
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Series B convertible participating preferred stock, 2 shares issued and outstanding at December 31, 2017 and September 30, 2017 (the “UK&I preferred stock”) (Note 7)
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2,295
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2,326
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Series C convertible participating preferred stock, 3 shares issued and outstanding at December 31, 2017 and September 30, 2017 (the “Europe preferred stock”) (Note 7)
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3,181
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3,200
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Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 1,805 and 1,818 shares issued and outstanding at December 31, 2017 and September 30, 2017, respectively (Note 7)
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—
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—
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Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at December 31, 2017 and September 30, 2017 (Note
7)
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—
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—
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Class C common stock, $0.0001 par value, 1,097 shares authorized, 12 and 13 shares issued and outstanding at December 31, 2017 and September 30, 2017, respectively (Note
7)
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—
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—
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Right to recover for covered losses
(Note 2)
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(5
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)
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(52
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)
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Additional paid-in capital
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16,761
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16,900
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Accumulated income
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9,966
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9,508
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Accumulated other comprehensive income (loss), net:
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Investment securities, available-for-sale
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61
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73
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Defined benefit pension and other postretirement plans
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(76
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)
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(76
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)
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Derivative instruments classified as cash flow hedges
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(33
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)
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(36
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)
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Foreign currency translation adjustments
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1,251
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917
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Total accumulated other comprehensive income, net
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1,203
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878
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Total equity
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33,401
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32,760
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Total liabilities and equity
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$
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67,154
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$
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67,977
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Three Months Ended
December 31, |
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2017
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2016
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(in millions, except per share data)
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Operating Revenues
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Service revenues
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$
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2,146
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$
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1,918
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Data processing revenues
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2,147
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1,892
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International transaction revenues
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1,666
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1,489
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Other revenues
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229
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203
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Client incentives
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(1,326
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)
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(1,041
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)
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Net operating revenues
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4,862
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4,461
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Operating Expenses
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Personnel
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679
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571
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Marketing
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223
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218
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Network and processing
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160
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145
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Professional fees
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92
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80
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Depreciation and amortization
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145
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146
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General and administrative
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236
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186
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Litigation provision (Note 11)
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—
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15
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Total operating expenses
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1,535
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1,361
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Operating income
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3,327
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3,100
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Non-operating Income (Expense)
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Interest expense
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(154
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)
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(140
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)
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Other
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66
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19
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Total non-operating expense
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(88
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)
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(121
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)
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Income before income taxes
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3,239
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2,979
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Income tax provision (Note 10)
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717
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|
909
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Net income
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$
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2,522
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$
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2,070
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Basic earnings per share (Note 8)
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|
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Class A common stock
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$
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1.07
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$
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0.86
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Class B common stock
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$
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1.77
|
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$
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1.41
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Class C common stock
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$
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4.30
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$
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3.43
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Basic weighted-average shares outstanding (Note 8)
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||||
Class A common stock
|
1,811
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1,860
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Class B common stock
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245
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245
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Class C common stock
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13
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17
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Diluted earnings per share (Note 8)
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Class A common stock
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$
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1.07
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$
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0.86
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Class B common stock
|
$
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1.77
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$
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1.41
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Class C common stock
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$
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4.29
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$
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3.42
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Diluted weighted-average shares outstanding (Note 8)
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|
||||
Class A common stock
|
2,353
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|
|
2,421
|
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||
Class B common stock
|
245
|
|
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245
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||
Class C common stock
|
13
|
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17
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Three Months Ended
December 31, |
||||||
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2017
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2016
|
||||
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(in millions)
|
||||||
Net income
|
$
|
2,522
|
|
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$
|
2,070
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Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Investment securities, available-for-sale:
|
|
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|
||||
Net unrealized gain (loss)
|
9
|
|
|
(3
|
)
|
||
Income tax effect
|
(3
|
)
|
|
(1
|
)
|
||
Reclassification adjustment for net gain realized in net income
|
(28
|
)
|
|
—
|
|
||
Income tax effect
|
10
|
|
|
—
|
|
||
Defined benefit pension and other postretirement plans:
|
|
|
|
||||
Amortization of actuarial loss and prior service credit realized in net income
|
—
|
|
|
6
|
|
||
Income tax effect
|
—
|
|
|
(2
|
)
|
||
Derivative instruments classified as cash flow hedges:
|
|
|
|
||||
Net unrealized (loss) gain
|
(1
|
)
|
|
74
|
|
||
Income tax effect
|
(5
|
)
|
|
(7
|
)
|
||
Reclassification adjustment for net loss realized in net income
|
11
|
|
|
12
|
|
||
Income tax effect
|
(2
|
)
|
|
(2
|
)
|
||
Foreign currency translation adjustments
|
334
|
|
|
(988
|
)
|
||
Other comprehensive income (loss), net of tax
|
325
|
|
|
(911
|
)
|
||
Comprehensive income
|
$
|
2,847
|
|
|
$
|
1,159
|
|
|
Three Months Ended
December 31, |
||||||
|
2017
|
|
2016
|
||||
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(in millions)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
2,522
|
|
|
$
|
2,070
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Client incentives
|
1,326
|
|
|
1,041
|
|
||
Share-based compensation (Note 9)
|
68
|
|
|
45
|
|
||
Depreciation and amortization of property, equipment, technology and intangible assets
|
145
|
|
|
146
|
|
||
Deferred income taxes
|
(919
|
)
|
|
77
|
|
||
Right to recover for covered losses recorded in equity (Note 2)
|
(3
|
)
|
|
(94
|
)
|
||
Other
|
(23
|
)
|
|
13
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
|||
Settlement receivable
|
(180
|
)
|
|
56
|
|
||
Accounts receivable
|
(146
|
)
|
|
(89
|
)
|
||
Client incentives
|
(986
|
)
|
|
(1,129
|
)
|
||
Other assets
|
92
|
|
|
66
|
|
||
Accounts payable
|
(51
|
)
|
|
(102
|
)
|
||
Settlement payable
|
275
|
|
|
79
|
|
||
Accrued and other liabilities
|
794
|
|
|
316
|
|
||
Accrued litigation (Note 11)
|
(152
|
)
|
|
13
|
|
||
Net cash provided by operating activities
|
2,762
|
|
|
2,508
|
|
||
Investing Activities
|
|
|
|
||||
Purchases of property, equipment, technology and intangible assets
|
(141
|
)
|
|
(171
|
)
|
||
Investment securities, available-for-sale:
|
|
|
|
|
|||
Purchases
|
(1,636
|
)
|
|
(1,032
|
)
|
||
Proceeds from maturities and sales
|
1,076
|
|
|
788
|
|
||
Purchases of / contributions to other investments
|
(6
|
)
|
|
(2
|
)
|
||
Net cash used in investing activities
|
(707
|
)
|
|
(417
|
)
|
||
Financing Activities
|
|
|
|
||||
Repurchase of class A common stock (Note 7)
|
(1,778
|
)
|
|
(1,893
|
)
|
||
Repayments of long-term debt (Note 4)
|
(1,750
|
)
|
|
—
|
|
||
Dividends paid (Note 7)
|
(458
|
)
|
|
(399
|
)
|
||
Proceeds from issuance of commercial paper
|
—
|
|
|
566
|
|
||
Payments from litigation escrow account—U.S. retrospective responsibility plan (Note 2 and Note 11)
|
150
|
|
|
—
|
|
||
Cash proceeds from issuance of common stock under employee equity plans
|
53
|
|
|
56
|
|
||
Restricted stock and performance-based shares settled in cash for taxes
|
(88
|
)
|
|
(60
|
)
|
||
Net cash used in financing activities
|
(3,871
|
)
|
|
(1,730
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
80
|
|
|
(156
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
(1,736
|
)
|
|
205
|
|
||
Cash and cash equivalents at beginning of period
|
9,874
|
|
|
5,619
|
|
||
Cash and cash equivalents at end of period
|
$
|
8,138
|
|
|
$
|
5,824
|
|
Supplemental Disclosure
|
|
|
|
||||
Income taxes paid, net of refunds
|
$
|
183
|
|
|
$
|
96
|
|
Interest payments on debt (Note 4)
|
$
|
241
|
|
|
$
|
244
|
|
Accruals related to purchases of property, equipment, technology and intangible assets
|
$
|
26
|
|
|
$
|
69
|
|
|
Preferred Stock
|
|
Right to Recover for Covered Losses
|
||||||||
|
UK&I
|
|
Europe
|
|
|||||||
|
(in millions)
|
||||||||||
Balance as of September 30, 2017
|
$
|
2,326
|
|
|
$
|
3,200
|
|
|
$
|
(52
|
)
|
VE territory covered losses incurred
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Recovery through conversion rate adjustment
|
(31
|
)
|
|
(19
|
)
|
|
50
|
|
|||
Balance as of December 31, 2017
|
$
|
2,295
|
|
|
$
|
3,181
|
|
|
$
|
(5
|
)
|
|
December 31, 2017
|
|
September 30, 2017
|
||||||||||||
|
As-Converted Value of Preferred Stock
(2)
|
|
Book Value of Preferred Stock
|
|
As-Converted Value of Preferred Stock
(3)
|
|
Book Value of Preferred Stock
|
||||||||
|
(in millions)
|
||||||||||||||
UK&I preferred stock
|
$
|
3,667
|
|
|
$
|
2,295
|
|
|
$
|
3,414
|
|
|
$
|
2,326
|
|
Europe preferred stock
|
5,001
|
|
|
3,181
|
|
|
4,634
|
|
|
3,200
|
|
||||
Total
|
8,668
|
|
|
5,476
|
|
|
8,048
|
|
|
5,526
|
|
||||
Less: right to recover for covered losses
|
(5
|
)
|
|
(5
|
)
|
|
(52
|
)
|
|
(52
|
)
|
||||
Total recovery for covered losses available
|
$
|
8,663
|
|
|
$
|
5,471
|
|
|
$
|
7,996
|
|
|
$
|
5,474
|
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers.
|
(2)
|
The as-converted value of preferred stock is calculated as the product of: (a)
2 million
and
3 million
shares of the UK&I and Europe preferred stock outstanding, respectively, as of
December 31, 2017
; (b)
12.966
and
13.893
, the class A common stock conversion rate applicable to the UK&I and Europe preferred stock as of
December 31, 2017
, respectively; and (c)
$114.02
, Visa's class A common stock closing stock price as of
December 31, 2017
.
|
(3)
|
The as-converted value of preferred stock is calculated as the product of: (a)
2 million
and
3 million
shares of the UK&I and Europe preferred stock outstanding, respectively, as of
September 30, 2017
; (b)
13.077
and
13.948
, the class A common stock conversion rate applicable to the UK&I and Europe preferred stock as of
September 30, 2017
, respectively; and (c)
$105.24
, Visa's class A common stock closing stock price as of
September 30, 2017
.
|
|
Fair Value Measurements
Using Inputs Considered as
|
||||||||||||||
|
Level 1
|
|
Level 2
|
||||||||||||
|
December 31,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
|
September 30,
2017 |
||||||||
|
(in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents and restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
5,918
|
|
|
$
|
5,935
|
|
|
|
|
|
||||
U.S. government-sponsored debt securities
|
|
|
|
|
$
|
567
|
|
|
$
|
2,870
|
|
||||
Investment securities, trading:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
106
|
|
|
82
|
|
|
|
|
|
||||||
Investment securities, available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. government-sponsored debt securities
|
|
|
|
|
3,530
|
|
|
3,663
|
|
||||||
U.S. Treasury securities
|
2,337
|
|
|
1,621
|
|
|
|
|
|
||||||
Equity securities
|
114
|
|
|
124
|
|
|
|
|
|
||||||
Prepaid and other current assets:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative instruments
|
|
|
|
|
26
|
|
|
18
|
|
||||||
Total
|
$
|
8,475
|
|
|
$
|
7,762
|
|
|
$
|
4,123
|
|
|
$
|
6,551
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative instruments
|
|
|
|
|
$
|
65
|
|
|
$
|
98
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
98
|
|
|
December 31, 2017
|
|
September 30, 2017
|
||||||||||||
|
Carrying Amount
|
|
Estimated Fair Value
|
|
Carrying Amount
|
|
Estimated Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
1.20% Senior Notes due December 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,749
|
|
|
$
|
1,751
|
|
2.20% Senior Notes due December 2020
|
2,991
|
|
|
2,998
|
|
|
2,990
|
|
|
3,031
|
|
||||
2.15% Senior Notes due September 2022
|
993
|
|
|
986
|
|
|
993
|
|
|
997
|
|
||||
2.80% Senior Notes due December 2022
|
2,240
|
|
|
2,283
|
|
|
2,240
|
|
|
2,301
|
|
||||
3.15% Senior Notes due December 2025
|
3,969
|
|
|
4,089
|
|
|
3,967
|
|
|
4,098
|
|
||||
2.75% Senior Notes due September 2027
|
740
|
|
|
740
|
|
|
740
|
|
|
737
|
|
||||
4.15% Senior Notes due December 2035
|
1,486
|
|
|
1,665
|
|
|
1,485
|
|
|
1,637
|
|
||||
4.30% Senior Notes due December 2045
|
3,462
|
|
|
3,983
|
|
|
3,463
|
|
|
3,873
|
|
||||
3.65% Senior Notes due September 2047
|
740
|
|
|
770
|
|
|
740
|
|
|
746
|
|
||||
Total
|
$
|
16,621
|
|
|
$
|
17,514
|
|
|
$
|
18,367
|
|
|
$
|
19,171
|
|
|
December 31, 2017
|
|
September 30, 2017
|
|
|
|||||||||||||||||||||
|
Principal Amount
|
|
Unamortized Discounts and Debt Issuance Costs
|
|
Carrying Amount
|
|
Principal Amount
|
|
Unamortized Discounts and Debt Issuance Costs
|
|
Carrying Amount
|
|
Effective Interest Rate
|
|||||||||||||
|
(in millions, except percentages)
|
|||||||||||||||||||||||||
1.20% Senior Notes due December 2017 (the "2017 Notes")
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,750
|
|
|
$
|
(1
|
)
|
|
$
|
1,749
|
|
|
1.37
|
%
|
Total current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
1,750
|
|
|
(1
|
)
|
|
1,749
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2.20% Senior Notes due December 2020
|
3,000
|
|
|
(9
|
)
|
|
2,991
|
|
|
3,000
|
|
|
(10
|
)
|
|
2,990
|
|
|
2.30
|
%
|
||||||
2.15% Senior Notes due September 2022
|
1,000
|
|
|
(7
|
)
|
|
993
|
|
|
1,000
|
|
|
(7
|
)
|
|
993
|
|
|
2.30
|
%
|
||||||
2.80% Senior Notes due December 2022
|
2,250
|
|
|
(10
|
)
|
|
2,240
|
|
|
2,250
|
|
|
(10
|
)
|
|
2,240
|
|
|
2.89
|
%
|
||||||
3.15% Senior Notes due December 2025
|
4,000
|
|
|
(31
|
)
|
|
3,969
|
|
|
4,000
|
|
|
(33
|
)
|
|
3,967
|
|
|
3.26
|
%
|
||||||
2.75% Senior Notes due September 2027
|
750
|
|
|
(10
|
)
|
|
740
|
|
|
750
|
|
|
(10
|
)
|
|
740
|
|
|
2.91
|
%
|
||||||
4.15% Senior Notes due December 2035
|
1,500
|
|
|
(14
|
)
|
|
1,486
|
|
|
1,500
|
|
|
(15
|
)
|
|
1,485
|
|
|
4.23
|
%
|
||||||
4.30% Senior Notes due December 2045
|
3,500
|
|
|
(38
|
)
|
|
3,462
|
|
|
3,500
|
|
|
(37
|
)
|
|
3,463
|
|
|
4.37
|
%
|
||||||
3.65% Senior Notes due September 2047
|
750
|
|
|
(10
|
)
|
|
740
|
|
|
750
|
|
|
(10
|
)
|
|
740
|
|
|
3.73
|
%
|
||||||
Total long-term debt
|
16,750
|
|
|
(129
|
)
|
|
16,621
|
|
|
16,750
|
|
|
(132
|
)
|
|
16,618
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total debt
|
$
|
16,750
|
|
|
$
|
(129
|
)
|
|
$
|
16,621
|
|
|
$
|
18,500
|
|
|
$
|
(133
|
)
|
|
$
|
18,367
|
|
|
|
|
December 31,
2017 |
|
September 30,
2017 |
||||
|
(in millions)
|
||||||
Cash equivalents
(1)
|
$
|
1,569
|
|
|
$
|
1,490
|
|
Pledged securities at market value
|
169
|
|
|
167
|
|
||
Letters of credit
|
1,319
|
|
|
1,316
|
|
||
Guarantees
|
617
|
|
|
941
|
|
||
Total
|
$
|
3,674
|
|
|
$
|
3,914
|
|
(1)
|
Cash collateral held by Visa Europe is not included on the Company's consolidated balance sheets as its clients retain beneficial ownership and the cash is only accessible to the Company in the event of default by the client on its settlement obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
||||||||||||||||||
|
Three Months Ended
December 31, |
|
Three Months Ended
December 31, |
|
Three Months Ended
December 31, |
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
8
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Expected return on plan assets
|
(17
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(4
|
)
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total net periodic benefit cost
|
$
|
(9
|
)
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
(in millions, except conversion rates)
|
Shares Outstanding
|
|
Conversion Rate
Into Class A
Common Stock
|
|
As-converted Class A Common
Stock
(1)
|
|||
UK&I preferred stock
|
2
|
|
|
12.9660
|
|
|
32
|
|
Europe preferred stock
|
3
|
|
|
13.8930
|
|
|
44
|
|
Class A common stock
(2)
|
1,805
|
|
|
—
|
|
|
1,805
|
|
Class B common stock
|
245
|
|
|
1.6483
|
|
(3)
|
405
|
|
Class C common stock
|
12
|
|
|
4.0000
|
|
|
49
|
|
Total
|
|
|
|
|
2,335
|
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.
|
(2)
|
Class A common stock shares outstanding exclude repurchases traded but not yet settled on or before
December 31, 2017
.
|
(3)
|
The class B to class A common stock conversion rate is presented on a rounded basis. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.
|
(in millions, except per share data)
|
Three Months Ended
December 31, 2017 |
||
Shares repurchased in the open market
(2)
|
16
|
|
|
Average repurchase price per share
(3)
|
$
|
110.24
|
|
Total cost
|
$
|
1,778
|
|
(1)
|
Shares repurchased in the open market reflect repurchases settled during the
three
months ended
December 31, 2017
. These amounts include repurchases traded but not yet settled on or before
September 30, 2017
and exclude repurchases traded but not yet settled on or before
December 31, 2017
.
|
(2)
|
All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
|
(3)
|
Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.
|
|
Three Months Ended
December 31, 2017 |
||||||
(in millions, except per share data)
|
UK&I Preferred Stock
|
|
Europe Preferred Stock
|
||||
Reduction in equivalent number of shares of class A common stock
(1)
|
—
|
|
|
—
|
|
||
Effective price per share
(2)
|
$
|
111.32
|
|
|
$
|
111.32
|
|
Recovery through conversion rate adjustment
|
$
|
31
|
|
|
$
|
19
|
|
(1)
|
The reduction in equivalent number of shares of class A common stock was less than one million shares for both series of preferred stock.
|
(2)
|
Effective price per share is 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 certificates of designations for its series B and C convertible participating preferred stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share
|
|
|
Diluted Earnings Per Share
|
||||||||||||||||||
|
(in millions, except per share data)
|
|||||||||||||||||||||
|
Income
Allocation
(A)
(2)
|
|
Weighted-
Average
Shares
Outstanding (B)
|
|
Earnings per
Share =
(A)/(B)
|
|
|
Income
Allocation
(A)
(2)
|
|
Weighted-
Average
Shares
Outstanding (B)
|
|
Earnings per
Share =
(A)/(B)
|
||||||||||
Class A common stock
|
$
|
1,945
|
|
|
1,811
|
|
|
$
|
1.07
|
|
|
|
$
|
2,522
|
|
|
2,353
|
|
(3)
|
$
|
1.07
|
|
Class B common stock
|
435
|
|
|
245
|
|
|
$
|
1.77
|
|
|
|
$
|
434
|
|
|
245
|
|
|
$
|
1.77
|
|
|
Class C common stock
|
54
|
|
|
13
|
|
|
$
|
4.30
|
|
|
|
$
|
54
|
|
|
13
|
|
|
$
|
4.29
|
|
|
Participating securities
(4)
|
88
|
|
|
Not presented
|
|
|
Not presented
|
|
|
|
$
|
87
|
|
|
Not presented
|
|
|
Not presented
|
|
|||
Net income
|
$
|
2,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share
|
|
|
Diluted Earnings Per Share
|
||||||||||||||||||
|
(in millions, except per share data)
|
|||||||||||||||||||||
|
Income
Allocation
(A)
(2)
|
|
Weighted-
Average
Shares
Outstanding (B)
|
|
Earnings per
Share =
(A)/(B)
|
|
|
Income
Allocation
(A)
(2)
|
|
Weighted-
Average
Shares
Outstanding (B)
|
|
Earnings per
Share =
(A)/(B)
|
||||||||||
Class A common stock
|
$
|
1,594
|
|
|
1,860
|
|
|
$
|
0.86
|
|
|
|
$
|
2,070
|
|
|
2,421
|
|
(3)
|
$
|
0.86
|
|
Class B common stock
|
347
|
|
|
245
|
|
|
$
|
1.41
|
|
|
|
$
|
346
|
|
|
245
|
|
|
$
|
1.41
|
|
|
Class C common stock
|
57
|
|
|
17
|
|
|
$
|
3.43
|
|
|
|
$
|
57
|
|
|
17
|
|
|
$
|
3.42
|
|
|
Participating securities
(4)
|
72
|
|
|
Not presented
|
|
|
Not presented
|
|
|
|
$
|
72
|
|
|
Not presented
|
|
|
Not presented
|
|
|||
Net income
|
$
|
2,070
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers.
|
(2)
|
Net income is allocated based on proportional ownership on an as-converted basis. The weighted-average number of shares of as-converted class B common stock used in the income allocation was
405 million
for the
three
months ended
December 31, 2017
and
2016
. The weighted-average number of shares of as-converted class C common stock used in the income allocation was
51 million
and
67 million
for the
three
months ended
December 31, 2017
and
2016
, respectively. The weighted-average number of shares of preferred stock, included within participating securities, was
32 million
and
35 million
of as-converted UK&I preferred stock for the
three
months ended
December 31, 2017
and
2016
, respectively, and
44 million
of as-converted Europe preferred stock for the
three
months ended
December 31, 2017
and
2016
.
|
(3)
|
Weighted-average diluted shares outstanding are calculated on an as-converted basis, and include incremental common stock equivalents, as calculated under the treasury stock method. The computation includes approximately
5 million
common stock equivalents for the
three
months ended
December 31, 2017
and
2016
, because their effect would be dilutive. The computation excludes
2 million
and
3 million
of common stock equivalents for the
three months ended December 31, 2017
and
2016
, respectively, because their effect would have been anti-dilutive.
|
(4)
|
Participating securities include preferred stock outstanding and unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, such as the Company's UK&I and Europe preferred stock, restricted stock awards, restricted stock units and earned performance-based shares. Participating securities' income is allocated based on the weighted-average number of shares of as-converted stock.
|
|
Granted
|
|
Weighted-Average
Grant Date Fair
Value
|
|
Weighted-Average
Exercise Price
|
|||||
Non-qualified stock options
|
1,622,760
|
|
|
$
|
17.88
|
|
|
$
|
109.82
|
|
Restricted stock units ("RSUs")
|
2,626,011
|
|
|
$
|
109.82
|
|
|
|
||
Performance-based shares
(1)
|
641,498
|
|
|
$
|
120.11
|
|
|
|
(1)
|
Represents the maximum number of performance-based shares which could be earned.
|
•
|
Tax on global intangible low-tax income, which, in general, is determined annually based on the Company’s aggregate foreign subsidiaries’ income in excess of certain qualified business asset investment return. This provision is effective for the Company on October 1, 2018. The Company needs additional information to complete its analysis on whether to adopt an accounting policy to account for the tax effects of global intangible low-tax income in the period that it is subject to such tax, or to provide deferred taxes for book and tax basis differences that, upon reversal, may be subject to such tax. Hence, the Company has not recorded any tax on global intangible low-tax income in the three months ended December 31, 2017. The Company will make an accounting policy election no later than the first quarter of fiscal 2019.
|
•
|
Base erosion and anti-abuse tax, which, in general, functions like a minimum tax that partially disallows deductions for certain related party transactions. This new minimum tax is determined on a year-by-year basis, and this provision is effective for the Company on October 1, 2018. Hence, no base erosion anti-abuse tax was recorded in the three months ended December 31, 2017.
|
•
|
Deduction for foreign-derived intangible income, which, in general, allows a deduction of certain intangible income derived from serving foreign markets. This provision is effective for the Company on October 1, 2018. Hence, the Company has not recorded the impact of this provision in the three months ended December 31, 2017.
|
•
|
Other new tax provisions, which disallow certain deductions related to entertainment expenses, fringe benefits provided to employees, executive compensation, and fines or penalties or similar payments to governments. The Company has recorded provisional amounts for the tax effects of these new provisions in the three months ended December 31, 2017, based on information currently available. The provisional amounts may change in future reporting periods when additional information is obtained and analyzed, which will occur no later than the first quarter of fiscal 2019.
|
|
Three Months Ended
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
Balance at beginning of period
|
$
|
982
|
|
|
$
|
981
|
|
Provision for uncovered legal matters
|
—
|
|
|
15
|
|
||
Accrual of VE territory covered litigation
|
—
|
|
|
86
|
|
||
Payments on legal matters
|
(152
|
)
|
|
(88
|
)
|
||
Balance at end of period
|
$
|
830
|
|
|
$
|
994
|
|
|
Three Months Ended
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
Balance at beginning of period
|
$
|
978
|
|
|
$
|
978
|
|
Payments on U.S. covered litigation
|
(150
|
)
|
|
—
|
|
||
Balance at end of period
|
$
|
828
|
|
|
$
|
978
|
|
|
Three Months Ended
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
Balance at beginning of period
|
$
|
1
|
|
|
$
|
2
|
|
Accrual for VE territory covered litigation
|
—
|
|
|
86
|
|
||
Payments on VE territory covered litigation
|
(1
|
)
|
|
(88
|
)
|
||
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
ITEM 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended December 31,
|
|
|
|||||||
(in millions, except percentages and per share data)
|
2017
|
|
2016
|
|
%
Change
(1)
|
|||||
Net income, as reported
|
$
|
2,522
|
|
|
$
|
2,070
|
|
|
22
|
%
|
Diluted earnings per share, as reported
|
$
|
1.07
|
|
|
$
|
0.86
|
|
|
25
|
%
|
Net income, as adjusted
(2)
|
$
|
2,536
|
|
|
$
|
2,070
|
|
|
23
|
%
|
Diluted earnings per share, as adjusted
(2)
|
$
|
1.08
|
|
|
$
|
0.86
|
|
|
26
|
%
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
|
(2)
|
For a full reconciliation of our adjusted financial results, see tables in
Adjusted financial results
below.
|
•
|
Remeasurement of deferred tax balances.
During the
three months ended December 31, 2017
, in connection with the Tax Act's reduction of the corporate income tax rate, we remeasured our net deferred tax liabilities as of the enactment date, resulting in the recognition of a non-recurring, non-cash income tax benefit estimated to be approximately
$1.1 billion
.
|
•
|
Transition tax on foreign earnings.
During the
three months ended December 31, 2017
, in connection with the Tax Act's requirement that we include certain untaxed foreign earnings of non-U.S. subsidiaries in our fiscal 2018 taxable income, we recorded a one-time transition tax estimated to be approximately
$1.1 billion
.
|
|
Three Months Ended
December 31, 2017 |
||||||||||
(in millions, except per share data)
|
Income Tax Provision
|
|
Net Income
|
|
Diluted Earnings Per Share
(1)
|
||||||
As reported
|
$
|
717
|
|
|
$
|
2,522
|
|
|
$
|
1.07
|
|
Remeasurement of deferred tax balances
|
1,133
|
|
|
(1,133
|
)
|
|
(0.48
|
)
|
|||
Transition tax on foreign earnings
|
(1,147
|
)
|
|
1,147
|
|
|
0.49
|
|
|||
As adjusted
|
$
|
703
|
|
|
$
|
2,536
|
|
|
$
|
1.08
|
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Diluted earnings per share and its respective total are calculated based on unrounded numbers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
International
(3)
|
|
Visa Inc.
(3)
|
|||||||||||||||||||||||||||
|
Three Months Ended September 30,
(1)
|
|
Three Months Ended September 30,
(1)
|
|
Three Months Ended September 30,
(1)
|
|||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
%
Change |
|
2017
|
|
2016
|
|
%
Change |
|
2017
|
|
2016
|
|
%
Change |
|||||||||||||||
|
(in billions, except percentages)
|
|||||||||||||||||||||||||||||||
Nominal payments volume
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consumer credit
|
$
|
348
|
|
|
$
|
315
|
|
|
10
|
%
|
|
$
|
589
|
|
|
$
|
551
|
|
|
7
|
%
|
|
$
|
937
|
|
|
$
|
866
|
|
|
8
|
%
|
Consumer debit
(4)
|
354
|
|
|
328
|
|
|
8
|
%
|
|
419
|
|
|
359
|
|
|
17
|
%
|
|
773
|
|
|
686
|
|
|
13
|
%
|
||||||
Commercial
(5)
|
134
|
|
|
125
|
|
|
8
|
%
|
|
86
|
|
|
75
|
|
|
15
|
%
|
|
220
|
|
|
200
|
|
|
10
|
%
|
||||||
Total nominal payments volume
|
$
|
836
|
|
|
$
|
768
|
|
|
9
|
%
|
|
$
|
1,094
|
|
|
$
|
985
|
|
|
11
|
%
|
|
$
|
1,930
|
|
|
$
|
1,752
|
|
|
10
|
%
|
Cash volume
|
142
|
|
|
135
|
|
|
5
|
%
|
|
605
|
|
|
595
|
|
|
2
|
%
|
|
747
|
|
|
731
|
|
|
2
|
%
|
||||||
Total nominal volume
(6)
|
$
|
978
|
|
|
$
|
903
|
|
|
8
|
%
|
|
$
|
1,700
|
|
|
$
|
1,580
|
|
|
8
|
%
|
|
$
|
2,677
|
|
|
$
|
2,483
|
|
|
8
|
%
|
|
International
(3)
|
|
Visa Inc.
(3)
|
||||||||
|
Three Months
Ended September 30, 2017 vs. 2016 (1) |
|
Three Months
Ended September 30, 2017 vs. 2016 (1) |
||||||||
|
Nominal
|
|
Constant
(7)
|
|
Nominal
|
|
Constant
(7)
|
||||
Payments volume growth
|
|
|
|
|
|
|
|
||||
Consumer credit growth
|
7
|
%
|
|
7
|
%
|
|
8
|
%
|
|
8
|
%
|
Consumer debit growth
(5)
|
17
|
%
|
|
14
|
%
|
|
13
|
%
|
|
11
|
%
|
Commercial growth
(6)
|
15
|
%
|
|
15
|
%
|
|
10
|
%
|
|
10
|
%
|
Total payments volume growth
|
11
|
%
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
Cash volume growth
|
2
|
%
|
|
0
|
%
|
|
2
|
%
|
|
1
|
%
|
Total volume growth
|
8
|
%
|
|
7
|
%
|
|
8
|
%
|
|
7
|
%
|
(1)
|
Service revenues in a given quarter are assessed based on nominal payments volume in the prior quarter. Therefore, service revenues reported for the
three
months ended
December 31, 2017
and 2016 were based on nominal payments volume reported by our financial institution clients for the
three
months ended
September 30, 2017
and 2016, respectively.
|
(2)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
|
(3)
|
As a result of European Union Interchange Fee regulation changes, effective with the quarter ended December 31, 2016, Europe co-badged payments volume is no longer included in reported volume. For comparative purposes, international volume for the three months ended September 30, 2016 was adjusted to exclude co-badged payments volume. The associated growth rates for the
three
months ended
September 30, 2017
were calculated using these adjusted amounts.
|
(4)
|
Includes consumer prepaid volume and Interlink volume.
|
(5)
|
Includes large, middle and small business credit and debit, as well as commercial prepaid volume.
|
(6)
|
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 cards carrying the Visa, Visa Electron, Interlink and V PAY brands. 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. On occasion, previously presented volume information may be updated. Prior-period updates are not material.
|
(7)
|
Growth on a constant-dollar basis excludes the impact of foreign currency fluctuations against the U.S. dollar.
|
|
Three Months Ended December 31,
|
|||||||
2017
|
|
2016
|
|
%
Change |
||||
(in millions, except percentages)
|
||||||||
Visa processed transactions
|
30,508
|
|
|
27,329
|
|
|
12
|
%
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
|
|
Three Months Ended
December 31, |
|
2017 vs. 2016
|
|||||||||||
|
2017
|
|
2016
|
|
$
Change |
|
%
Change
(1)
|
|||||||
|
(in millions, except percentages)
|
|||||||||||||
U.S.
|
$
|
2,265
|
|
|
$
|
2,121
|
|
|
$
|
144
|
|
|
7
|
%
|
International
|
2,597
|
|
|
2,340
|
|
|
257
|
|
|
11
|
%
|
|||
Net operating revenues
|
$
|
4,862
|
|
|
$
|
4,461
|
|
|
$
|
401
|
|
|
9
|
%
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
|
|
Three Months Ended
December 31, |
|
2017 vs. 2016
|
|||||||||||
|
2017
|
|
2016
|
|
$
Change |
|
%
Change
(1)
|
|||||||
|
(in millions, except percentages)
|
|||||||||||||
Service revenues
|
$
|
2,146
|
|
|
$
|
1,918
|
|
|
$
|
228
|
|
|
12
|
%
|
Data processing revenues
|
2,147
|
|
|
1,892
|
|
|
255
|
|
|
13
|
%
|
|||
International transaction revenues
|
1,666
|
|
|
1,489
|
|
|
177
|
|
|
12
|
%
|
|||
Other revenues
|
229
|
|
|
203
|
|
|
26
|
|
|
13
|
%
|
|||
Client incentives
|
(1,326
|
)
|
|
(1,041
|
)
|
|
(285
|
)
|
|
27
|
%
|
|||
Net operating revenues
|
$
|
4,862
|
|
|
$
|
4,461
|
|
|
$
|
401
|
|
|
9
|
%
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
|
•
|
Service revenues
increased during the
three
-month comparable period primarily due to
10%
growth in nominal payments volume.
|
•
|
Data processing revenues
increased mainly due to overall growth in processed transactions of
12%
during the
three
-month comparable period.
|
•
|
International transaction revenues
increased primarily due to nominal cross-border volume growth of 14% during the
three
-month comparable period. International transaction revenue growth was partially offset by lower volatility in a broad range of currencies.
|
•
|
Client incentives
increased during the
three
-month comparable period mainly due to incentives recognized on long-term customer contracts that were initiated or renewed after the first quarter of fiscal 2017 and 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.
|
|
Three Months Ended
December 31, |
|
2017 vs. 2016
|
|||||||||||
|
2017
|
|
2016
|
|
$
Change
|
|
%
Change
(1)
|
|||||||
|
(in millions, except percentages)
|
|||||||||||||
Personnel
|
$
|
679
|
|
|
$
|
571
|
|
|
$
|
108
|
|
|
19
|
%
|
Marketing
|
223
|
|
|
218
|
|
|
5
|
|
|
3
|
%
|
|||
Network and processing
|
160
|
|
|
145
|
|
|
15
|
|
|
10
|
%
|
|||
Professional fees
|
92
|
|
|
80
|
|
|
12
|
|
|
14
|
%
|
|||
Depreciation and amortization
|
145
|
|
|
146
|
|
|
(1
|
)
|
|
(1
|
)%
|
|||
General and administrative
|
236
|
|
|
186
|
|
|
50
|
|
|
27
|
%
|
|||
Litigation provision
|
—
|
|
|
15
|
|
|
(15
|
)
|
|
(100
|
)%
|
|||
Total operating expenses
|
$
|
1,535
|
|
|
$
|
1,361
|
|
|
$
|
174
|
|
|
13
|
%
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
|
•
|
Personnel expenses
increased primarily due to an increase in headcount, reflecting our strategy to invest for future growth.
|
•
|
Network and processing expenses
increased mainly due to continued technology and processing network investments to support growth.
|
•
|
Professional fees
increased primarily due to consulting fees related to technology and other corporate projects.
|
•
|
General and administrative
expenses
increased mainly due to increases in product enhancements and travel activities in support of our business growth, as well as higher indirect taxes.
|
|
Three Months Ended
December 31, |
|
2017 vs. 2016
|
|||||||||||
|
2017
|
|
2016
|
|
$
Change
|
|
%
Change
(1)
|
|||||||
|
(in millions, except percentages)
|
|||||||||||||
Interest expense
|
$
|
(154
|
)
|
|
$
|
(140
|
)
|
|
$
|
(14
|
)
|
|
10
|
%
|
Other
|
66
|
|
|
19
|
|
|
47
|
|
|
NM
|
|
|||
Total non-operating expense
|
$
|
(88
|
)
|
|
$
|
(121
|
)
|
|
$
|
33
|
|
|
(27
|
)%
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
|
•
|
Interest expense
increased in the
three months ended December 31, 2017
primarily due to the issuance of $2.5 billion fixed-rate senior notes in September 2017. See
Note 4—Debt
to our unaudited consolidated financial statements.
|
•
|
Other non-operating income
increased in the
three
months ended
December 31, 2017
due to a gain on the sale of an investment and higher interest income on our cash and investments.
|
|
Three Months Ended December 31, 2017
|
|||||||||
(in millions, except percentages)
|
Income Before Income Taxes
|
|
Income Tax Provision
|
|
Effective Income Tax Rate
(1)
|
|||||
As reported
|
$
|
3,239
|
|
|
$
|
717
|
|
|
22.1
|
%
|
Remeasurement of deferred tax balances
|
—
|
|
|
1,133
|
|
|
|
|||
Transition tax on foreign earnings
|
—
|
|
|
(1,147
|
)
|
|
|
|||
As adjusted
|
$
|
3,239
|
|
|
$
|
703
|
|
|
21.7
|
%
|
(1)
|
Figures in the table may not recalculate exactly due to rounding. Effective income tax rate is calculated based on unrounded numbers.
|
|
Three Months Ended
December 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Total cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
2,762
|
|
|
$
|
2,508
|
|
Investing activities
|
(707
|
)
|
|
(417
|
)
|
||
Financing activities
|
(3,871
|
)
|
|
(1,730
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
80
|
|
|
(156
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
$
|
(1,736
|
)
|
|
$
|
205
|
|
ITEM 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
ITEM 4.
|
Controls and Procedures
|
ITEM 1.
|
Legal Proceedings.
|
ITEM 1A.
|
Risk Factors.
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
Total Number
of Shares
Purchased
(1)
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
(2),(3)
|
|
Approximate Dollar Value
of Shares that May Yet Be Purchased
Under the Plans or Programs
(2),(3)
|
||||||
October 1-31, 2017
|
2,759,883
|
|
|
$
|
107.13
|
|
|
2,759,883
|
|
|
$
|
3,498,752,595
|
|
November 1-30, 2017
|
5,414,230
|
|
|
$
|
110.99
|
|
|
5,278,751
|
|
|
$
|
2,912,592,445
|
|
December 1-31, 2017
|
7,508,416
|
|
|
$
|
111.73
|
|
|
7,508,416
|
|
|
$
|
2,073,527,997
|
|
Total
|
15,682,529
|
|
|
$
|
110.67
|
|
|
15,547,050
|
|
|
|
(1)
|
Includes 135,479 shares of class A common stock withheld at an average price of $109.82 per share (per the terms of grants under our 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 trade dates. For purposes of our unaudited consolidated financial statements included in this Form 10-Q, the impact of these repurchases is recorded according to settlement dates.
|
(3)
|
Our board of directors from time to time authorizes the repurchase of shares of our common stock up to a certain monetary limit. In April 2017 and January 2018, our board of directors authorized share repurchase programs for $5.0 billion and $
7.5 billion
, respectively. These authorizations have no expiration date. All share repurchase programs authorized prior to April 2017 have been completed.
|
ITEM 3.
|
Defaults Upon Senior Securities.
|
ITEM 4.
|
Mine Safety Disclosures.
|
ITEM 5.
|
Other Information.
|
ITEM 6.
|
Exhibits.
|
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VISA INC.
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||
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Date:
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February 1, 2018
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By:
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/s/ Alfred F. Kelly, Jr.
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Name:
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Alfred F. Kelly, Jr.
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Title:
|
|
Chief Executive Officer
(Principal Executive Officer)
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Date:
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February 1, 2018
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By:
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/s/ Vasant M. Prabhu
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Name:
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Vasant M. Prabhu
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Title:
|
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Chief Financial Officer
(Principal Financial Officer)
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Date:
|
February 1, 2018
|
By:
|
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/s/ James H. Hoffmeister
|
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Name:
|
|
James H. Hoffmeister
|
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|
Title:
|
|
Global Corporate Controller and
Chief Accounting Officer
(Principal Accounting Officer)
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Incorporated by Reference
|
||||||
Exhibit
Number
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Description of Documents
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Schedule/ Form
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File Number
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Exhibit
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Filing Date
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101.INS+
|
|
XBRL Instance Document
|
|
|
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101.SCH+
|
|
XBRL Taxonomy Extension Schema Document
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101.CAL+
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
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101.DEF+
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
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101.LAB+
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
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101.PRE+
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
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|
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|
+
|
Filed or furnished herewith.
|
Notice:
|
You
have
been
granted
the
following
Restricted
Stock
Units
in
accordance
with
the
terms
of
the
Visa
Inc.
2007
Equity
Incentive
Compensation Plan
(the
“Plan”)
and
the
Restricted
Stock
Unit
Award
Agreement
(“Agreement”)
attached
hereto.
|
Acceptance:
|
You are deemed to have accepted your Restricted Stock Units award and agreed to the terms and conditions set forth in this Agreement, the terms and conditions of the Plan, and the Addendum with Additional Country Specific Terms and Conditions attached as Exhibit A, all of which are made part of the Agreement. You can access this on-line form through your account at www.schwab.com/public/eac/home.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Visa Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
|
|
|
|
Date:
|
February 1, 2018
|
|
/s/ Alfred F. Kelly, Jr.
|
|
|
|
Alfred F. Kelly, Jr.
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Visa Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
|
|
|
|
Date:
|
February 1, 2018
|
|
/s/ Vasant M. Prabhu
|
|
|
|
Vasant M. Prabhu
Chief Financial Officer
(Principal Financial Officer)
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Date:
|
February 1, 2018
|
|
/s/ Alfred F. Kelly, Jr.
|
|
|
|
Alfred F. Kelly, Jr.
Chief Executive Officer
(Principal Executive Officer)
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Date:
|
February 1, 2018
|
|
/s/ Vasant M. Prabhu
|
|
|
|
Vasant M. Prabhu
Chief Financial Officer
(Principal Financial Officer)
|