VISA INC., 10-K filed on 11/17/2017
Annual Report
Document and Entity Information Document (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Mar. 31, 2017
Nov. 10, 2017
Class A common stock
Nov. 10, 2017
Class B common stock
Nov. 10, 2017
Class C common stock
Entity Information [Line Items]
 
 
 
 
 
Entity Registrant Name
VISA INC. 
 
 
 
 
Entity Central Index Key
0001403161 
 
 
 
 
Current Fiscal Year End Date
--09-30 
 
 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
 
 
Document Type
10-K 
 
 
 
 
Document Period End Date
Sep. 30, 2017 
 
 
 
 
Document Fiscal Year Focus
2017 
 
 
 
 
Document Fiscal Period Focus
FY 
 
 
 
 
Amendment Flag
false 
 
 
 
 
Entity Common Stock, Shares Outstanding
 
 
1,813,463,251 
245,513,385 
12,665,935 
Entity Well-known Seasoned Issuer
Yes 
 
 
 
 
Entity Voluntary Filers
No 
 
 
 
 
Entity Current Reporting Status
Yes 
 
 
 
 
Entity Public Float
 
$ 164,100 
 
 
 
CONSOLIDATED BALANCE SHEETS (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Assets
 
 
Cash and cash equivalents
$ 9,874 
$ 5,619 
Restricted cash—U.S. litigation escrow (Note 3)
1,031 
1,027 
Investment securities (Note 4):
 
 
Trading
82 
71 
Available-for-sale
3,482 
3,248 
Settlement receivable
1,422 
1,467 
Accounts receivable
1,132 
1,041 
Customer collateral (Note 10)
1,106 
1,001 
Current portion of client incentives
344 
284 
Prepaid expenses and other current assets
550 
555 
Total current assets
19,023 
14,313 
Investment securities, available-for-sale (Note 4)
1,926 
3,931 
Client incentives
591 
448 
Property, equipment and technology, net (Note 5)
2,253 
2,150 
Other assets
1,226 
893 
Intangible assets, net (Note 2 and Note 6)
27,848 
27,234 
Goodwill (Note 2 and Note 6)
15,110 
15,066 
Total assets
67,977 
64,035 
Liabilities
 
 
Accounts payable
179 
203 
Settlement payable
2,003 
2,084 
Customer collateral (Note 10)
1,106 
1,001 
Accrued compensation and benefits
757 
673 
Client incentives
2,089 
1,976 
Accrued liabilities (Note 7)
1,129 
1,128 
Current maturities of long-term debt (Note 8)
1,749 
0 
Accrued litigation (Note 19)
982 
981 
Total current liabilities
9,994 
8,046 
Long-term debt (Note 8)
16,618 
15,882 
Deferred tax liabilities (Note 18)
5,980 
4,808 
Deferred purchase consideration
1,304 
1,225 
Other liabilities (Note 7)
1,321 
1,162 
Total liabilities
35,217 
31,123 
Equity
 
 
Treasury stock (Note 13)
0 
(170)
Right to recover for covered losses (Note 3)
(52)
(34)
Additional paid-in capital
16,900 
17,395 
Accumulated income
9,508 
10,462 
Accumulated other comprehensive loss, net:
 
 
Investment securities, available-for-sale
73 
36 
Defined benefit pension and other postretirement plans
(76)
(225)
Derivative instruments classified as cash flow hedges
(36)
(50)
Foreign currency translation adjustments
917 
(219)
Total accumulated other comprehensive loss, net
878 
(458)
Total equity
32,760 
32,912 
Total liabilities and equity
67,977 
64,035 
Series A convertible participating preferred stock
 
 
Equity
 
 
Preferred stock (Note 2 and Note 13)
0 
0 
Series B convertible participating preferred stock
 
 
Equity
 
 
Preferred stock (Note 2 and Note 13)
2,326 
2,516 
Series C convertible participating preferred stock
 
 
Equity
 
 
Preferred stock (Note 2 and Note 13)
3,200 
3,201 
Class A common stock
 
 
Equity
 
 
Common stock (Note 13)
0 
0 
Class B common stock
 
 
Equity
 
 
Common stock (Note 13)
0 
0 
Class C common stock
 
 
Equity
 
 
Common stock (Note 13)
$ 0 
$ 0 
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Sep. 30, 2017
Sep. 30, 2016
Series A convertible participating preferred stock
 
 
Preferred stock, shares issued
0 
0 
Series B convertible participating preferred stock
 
 
Preferred stock, shares issued
2,000,000 
2,000,000 
Preferred stock, shares outstanding
2,000,000 
2,000,000 
Series C convertible participating preferred stock
 
 
Preferred stock, shares issued
3,000,000 
3,000,000 
Preferred stock, shares outstanding
3,000,000 
3,000,000 
Class A common stock
 
 
Common stock, par value
$ 0.0001 
$ 0.0001 
Common stock, shares authorized
2,001,622,000,000 
2,001,622,000,000 
Common stock, shares, issued
1,818,000,000 
1,871,000,000 
Common stock, shares, outstanding
1,818,000,000 1
1,871,000,000 
Class B common stock
 
 
Common stock, par value
$ 0.0001 
$ 0.0001 
Common stock, shares authorized
622,000,000 
622,000,000 
Common stock, shares, issued
245,000,000 
245,000,000 
Common stock, shares, outstanding
245,000,000 
245,000,000 
Class C common stock
 
 
Common stock, par value
$ 0.0001 
$ 0.0001 
Common stock, shares authorized
1,097,000,000 
1,097,000,000 
Common stock, shares, issued
13,000,000 
17,000,000 
Common stock, shares, outstanding
13,000,000 
17,000,000 
Preferred Stock
 
 
Preferred stock, par value
$ 0.0001 
$ 0.0001 
Preferred stock, shares authorized
25,000,000 
25,000,000 
Preferred stock, shares issued
5,000,000 
5,000,000 
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Operating Revenues
 
 
 
Service revenues
$ 7,975 
$ 6,747 1
$ 6,302 
Data processing revenues
7,786 
6,272 1
5,552 
International transaction revenues
6,321 
4,649 1
4,064 
Other revenues
841 
823 1
823 
Client incentives
(4,565)
(3,409)1
(2,861)
Net operating revenues
18,358 
15,082 1
13,880 
Operating Expenses
 
 
 
Personnel
2,628 
2,226 1
2,079 
Marketing
922 
869 1
872 
Network and processing
620 
538 1
474 
Professional fees
409 
389 1
336 
Depreciation and amortization
556 
502 1
494 
General and administrative
1,060 
796 1
547 
Litigation provision (Note 19)
19 
2 1
14 
Visa Europe Framework Agreement loss
0 
1,877 1
0 
Total operating expenses
6,214 
7,199 1
4,816 
Operating income
12,144 
7,883 1
9,064 
Non-operating (Expense) Income
 
 
 
Interest expense
(563)
(427)1
(3)
Other (Note 4 and Note 11)
113 
556 1
(66)
Total non-operating (expense) income
(450)
129 1
(69)
Income before income taxes
11,694 
8,012 1
8,995 
Income tax provision (Note 18)
4,995 
2,021 1
2,667 
Net income
$ 6,699 
$ 5,991 1
$ 6,328 
Class A common stock
 
 
 
Earnings Per Share [Abstract]
 
 
 
Basic earnings per share (Note 15)
$ 2.80 2
$ 2.49 1 2
$ 2.58 2
Basic weighted-average shares outstanding (Note 15)
1,845 
1,906 1
1,954 
Diluted earnings per share (Note 15)
$ 2.80 2
$ 2.48 1 2
$ 2.58 2
Diluted weighted-average shares outstanding (Note 15)
2,395 2 3 4
2,414 1 2 3 4
2,457 2 3 4
Class B common stock
 
 
 
Earnings Per Share [Abstract]
 
 
 
Basic earnings per share (Note 15)
$ 4.62 2
$ 4.10 1 2
$ 4.26 2
Basic weighted-average shares outstanding (Note 15)
245 
245 1
245 
Diluted earnings per share (Note 15)
$ 4.61 2
$ 4.09 1 2
$ 4.25 2
Diluted weighted-average shares outstanding (Note 15)
245 2 4 5
245 1 2 3 4
245 2 3 4
Class C common stock
 
 
 
Earnings Per Share [Abstract]
 
 
 
Basic earnings per share (Note 15)
$ 11.21 2
$ 9.94 1 2
$ 10.33 2
Basic weighted-average shares outstanding (Note 15)
14 
19 1
22 
Diluted earnings per share (Note 15)
$ 11.19 2
$ 9.93 1 2
$ 10.30 2
Diluted weighted-average shares outstanding (Note 15)
14 2 4 5
19 1 2 3 4
22 2 3 4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
 
 
 
Net income
$ 6,699 
$ 5,991 1
$ 6,328 
Investment securities, available-for-sale:
 
 
 
Net unrealized gain (loss)
60 
51 
(21)
Income tax effect
(24)
(18)
8 
Reclassification adjustment for net loss (gain) realized in net income
1 
(3)
(21)
Income tax effect
0 
1 
8 
Defined benefit pension and other postretirement plans:
 
 
 
Net unrealized actuarial gain (loss) and prior service credit
183 
(106)
(122)
Income tax effect
(54)
36 
45 
Amortization of actuarial loss (gain) and prior service credit realized in net income
32 
10 
(1)
Income tax effect
(12)
(4)
1 
Derivative instruments classified as cash flow hedges:
 
 
 
Net unrealized (loss) gain
(22)
(74)
172 
Income tax effect
15 
9 
(51)
Reclassification adjustment for net loss (gain) realized in net income
33 
(103)
(102)
Income tax effect
(12)
35 
26 
Foreign currency translation adjustments
1,136 
(218)
1 
Other comprehensive income (loss), net of tax
1,336 
(384)
(57)
Comprehensive income
$ 8,035 
$ 5,607 
$ 6,271 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $)
In Millions
Total
USD ($)
Series B Preferred Stock
USD ($)
Series C Preferred Stock
USD ($)
Class A common stock
USD ($)
Class B common stock
USD ($)
Class C common stock
USD ($)
Preferred Stock
USD ($)
Preferred Stock
Series B Preferred Stock
USD ($)
Preferred Stock
Series C Preferred Stock
USD ($)
Common Stock
Class A common stock
Common Stock
Class B common stock
Common Stock
Class C common stock
Treasury Stock
USD ($)
Right to Recover for Covered Losses
USD ($)
Additional Paid-In Capital
USD ($)
Accumulated Income
USD ($)
Accumulated Other Comprehensive Income (Loss)
USD ($)
Beginning Balance at Sep. 30, 2014
$ 27,413 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 18,299 
$ 9,131 
$ (17)
Beginning Balance (in shares) at Sep. 30, 2014
 
 
 
 
 
 
 
 
 
1,978 
245 
22 
 
 
 
 
 
Net income
6,328 1
 
 
5,044 1
1,045 1
224 1
 
 
 
 
 
 
 
 
 
6,328 
 
Other comprehensive loss, net of tax
(57)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(57)
Comprehensive income
6,271 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of class C common stock upon sale into public market (in shares)
 
 
 
 
 
 
 
 
 
11 
 
(2)
 
 
 
 
 
Issuance and vesting of restricted stock and performance-based shares (in shares)
 
 
 
 
 
 
 
 
 
4 
 
 
 
 
 
 
 
Share-based compensation, net of forfeitures (Note 15) (in shares)2
 
 
 
 
 
 
 
 
 
(1)
 
 
 
 
 
 
 
Share-based compensation, net of forfeitures (Note 15)
187 
 
 
 
 
 
 
 
 
 
 
 
 
 
187 
 
 
Restricted stock and performance-based shares settled in cash for taxes (in shares)
 
 
 
 
 
 
 
 
 
(1)
 
 
 
 
 
 
 
Restricted stock and performance-based shares settled in cash for taxes
(108)
 
 
 
 
 
 
 
 
 
 
 
 
 
(108)
 
 
Excess tax benefit for share-based compensation
84 
 
 
 
 
 
 
 
 
 
 
 
 
 
84 
 
 
Cash proceeds from issuance of common stock under employee equity plans (in shares)
 
 
 
 
 
 
 
 
 
3 
 
 
 
 
 
 
 
Cash proceeds from issuance of common stock under employee equity plans
82 
 
 
 
 
 
 
 
 
 
 
 
 
 
82 
 
 
Cash dividends declared and paid, at a quarterly amount of $0.165 in FY 2017, $0.14 in FY 2016, and $0.12 in FY 2015 per as-converted share
(1,177)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1,177)
 
Repurchase of class A common stock (Note 13) (in shares)
 
 
 
 
 
 
 
 
 
(44)
 
 
 
 
 
 
 
Repurchase of class A common stock (Note 13)
(2,910)
 
 
 
 
 
 
 
 
 
 
 
 
 
(471)
(2,439)
 
Ending Balance at Sep. 30, 2015
29,842 
 
 
 
 
 
0 
 
 
 
 
 
0 
0 
18,073 
11,843 
(74)
Ending Balance (in shares) at Sep. 30, 2015
 
 
 
 
 
 
 
0 3
0 3
1,950 
245 
20 
 
 
 
 
 
Net income
5,991 1 4
 
 
4,738 1 4
1,006 1 4
185 1 4
 
 
 
 
 
 
 
 
 
5,991 
 
Other comprehensive loss, net of tax
(384)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(384)
Comprehensive income
5,607 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of preferred stock (Note 2 and Note 13) (in shares)3
 
 
 
 
 
 
 
2 
3 
 
 
 
 
 
 
 
 
Issuance of preferred stock (Note 2 and Note 13)
5,717 
 
 
 
 
 
5,717 
 
 
 
 
 
 
 
 
 
 
VE territory covered losses incurred (Note 3)
(34)
 
 
 
 
 
 
 
 
 
 
 
 
(34)
 
 
 
Class C common stock held by Visa Europe, a wholly-owned subsidiary of Visa Inc. (Note 13) (in shares)
 
 
 
 
 
 
 
 
 
 
 
1 
 
 
 
 
 
Class C common stock held by Visa Europe, a wholly-owned subsidiary of Visa Inc. (Note 13)
0 
 
 
 
 
 
 
 
 
 
 
 
170 
 
 
 
 
Conversion of class C common stock upon sale into public market (in shares)
 
 
 
 
 
 
 
 
 
8 
 
(2)
 
 
 
 
 
Issuance and vesting of restricted stock and performance-based shares (in shares)
 
 
 
 
 
 
 
 
 
2 
 
 
 
 
 
 
 
Share-based compensation, net of forfeitures (Note 15) (in shares)5
 
 
 
 
 
 
 
 
 
0 
 
 
 
 
 
 
 
Share-based compensation, net of forfeitures (Note 15)
221 
 
 
 
 
 
 
 
 
 
 
 
 
 
221 
 
 
Restricted stock and performance-based shares settled in cash for taxes (in shares)
 
 
 
 
 
 
 
 
 
(1)
 
 
 
 
 
 
 
Restricted stock and performance-based shares settled in cash for taxes
(92)
 
 
 
 
 
 
 
 
 
 
 
 
 
(92)
 
 
Excess tax benefit for share-based compensation
63 
 
 
 
 
 
 
 
 
 
 
 
 
 
63 
 
 
Cash proceeds from issuance of common stock under employee equity plans (in shares)
 
 
 
 
 
 
 
 
 
3 
 
 
 
 
 
 
 
Cash proceeds from issuance of common stock under employee equity plans
95 
 
 
 
 
 
 
 
 
 
 
 
 
 
95 
 
 
Cash dividends declared and paid, at a quarterly amount of $0.165 in FY 2017, $0.14 in FY 2016, and $0.12 in FY 2015 per as-converted share
(1,350)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1,350)
 
Repurchase of class A common stock (Note 13) (in shares)
 
 
 
(91)6 7
 
 
 
 
 
(91)
 
 
 
 
 
 
 
Repurchase of class A common stock (Note 13)
(6,987)
 
 
(6,987)6
 
 
 
 
 
 
 
 
 
 
(965)
(6,022)
 
Ending Balance at Sep. 30, 2016
32,912 
 
 
 
 
 
5,717 
2,516 
3,201 
 
 
 
(170)
(34)
17,395 
10,462 
(458)
Ending Balance (in shares) at Sep. 30, 2016
 
 
 
 
 
 
 
2 3
3 3
1,871 
245 
17 
 
 
 
 
 
Net income
6,699 1
 
 
5,170 1
1,134 1
163 1
 
 
 
 
 
 
 
 
 
6,699 
 
Other comprehensive loss, net of tax
1,336 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,336 
Comprehensive income
8,035 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recovery through conversion rate adjustment (Note 3 and Note 13)
 
190 
1 
 
 
 
(191)
(190)
(1)
 
 
 
 
191 
 
 
 
VE territory covered losses incurred (Note 3)
(209)
 
 
 
 
 
 
 
 
 
 
 
 
(209)
 
 
 
Charitable contribution of Visa Inc. shares (Note 13 and Note 18) (in shares)
 
 
 
 
 
 
 
 
 
2 
 
 
 
 
 
 
 
Charitable contribution of Visa Inc. shares (Note 13 and Note 18)
170 
 
 
 
 
 
 
 
 
 
 
 
170 
 
 
 
 
Treasury Stock Appreciation, Net Of Tax
14 
 
 
 
 
 
 
 
 
 
 
 
 
 
14 
 
 
Conversion of class C common stock upon sale into public market (in shares)
2,350 8
 
 
1,818 8 9
405 8
51 8
 
 
 
17 
 
(4)
 
 
 
 
 
Issuance and vesting of restricted stock and performance-based shares (in shares)
 
 
 
 
 
 
 
 
 
2 
 
 
 
 
 
 
 
Share-based compensation, net of forfeitures (Note 15) (in shares)5
 
 
 
 
 
 
 
 
 
0 
 
 
 
 
 
 
 
Share-based compensation, net of forfeitures (Note 15)
235 
 
 
 
 
 
 
 
 
 
 
 
 
 
235 
 
 
Restricted stock and performance-based shares settled in cash for taxes (in shares)
 
 
 
 
 
 
 
 
 
(1)
 
 
 
 
 
 
 
Restricted stock and performance-based shares settled in cash for taxes
(76)
 
 
 
 
 
 
 
 
 
 
 
 
 
(76)
 
 
Cash proceeds from issuance of common stock under employee equity plans (in shares)
 
 
 
 
 
 
 
 
 
4 
 
 
 
 
 
 
 
Cash proceeds from issuance of common stock under employee equity plans
149 
 
 
 
 
 
 
 
 
 
 
 
 
 
149 
 
 
Cash dividends declared and paid, at a quarterly amount of $0.165 in FY 2017, $0.14 in FY 2016, and $0.12 in FY 2015 per as-converted share
(1,579)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1,579)
 
Repurchase of class A common stock (Note 13) (in shares)
 
 
 
(77)6 7
 
 
 
 
 
(77)
 
 
 
 
 
 
 
Repurchase of class A common stock (Note 13)
(6,891)
 
 
(6,891)6
 
 
 
 
 
 
 
 
 
 
(817)
(6,074)
 
Ending Balance at Sep. 30, 2017
$ 32,760 
 
 
 
 
 
$ 5,526 
$ 2,326 
$ 3,200 
 
 
 
$ 0 
$ (52)
$ 16,900 
$ 9,508 
$ 878 
Ending Balance (in shares) at Sep. 30, 2017
 
 
 
 
 
 
 
2 3
3 3
1,818 
245 
13 
 
 
 
 
 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical)
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Statement of Stockholders' Equity [Abstract]
 
 
 
Cash dividends declared and paid, quarterly, per as-converted share
$ 0.165 
$ 0.14 
$ 0.12 
CONSOLIDATED STATEMENTS OF CASH FLOWS
12 Months Ended
Sep. 30, 2017
USD ($)
Sep. 30, 2016
USD ($)
Sep. 30, 2015
USD ($)
Sep. 30, 2017
Class A common stock
USD ($)
Sep. 30, 2016
Class A common stock
USD ($)
Sep. 30, 2015
Class A common stock
USD ($)
Sep. 30, 2017
Class C common stock
USD ($)
Sep. 30, 2016
Class C common stock
USD ($)
Sep. 30, 2015
Class C common stock
USD ($)
Operating Activities
 
 
 
 
 
 
 
 
 
Net income
$ 6,699,000,000 
$ 5,991,000,000 1
$ 6,328,000,000 
 
 
 
 
 
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
 
Client incentives
4,565,000,000 
3,409,000,000 
2,861,000,000 
 
 
 
 
 
 
Fair value adjustment for the Visa Europe put option
0 
(255,000,000)
110,000,000 
 
 
 
 
 
 
Share-based compensation (Note 15)
235,000,000 
221,000,000 
187,000,000 
 
 
 
 
 
 
Excess tax benefit for share-based compensation
0 
(63,000,000)
(84,000,000)
 
 
 
 
 
 
Depreciation and amortization of property, equipment, technology and intangible assets
556,000,000 
502,000,000 1
494,000,000 
 
 
 
 
 
 
Deferred income taxes
1,700,000,000 
(764,000,000)
195,000,000 
 
 
 
 
 
 
Right to recover for covered losses recorded in equity (Note 3)
(209,000,000)
(9,000,000)
0 
 
 
 
 
 
 
Charitable contribution of Visa Inc. shares (Note 13 and Note 18)
192,000,000 
0 
0 
 
 
 
 
 
 
Other
50,000,000 
64,000,000 
24,000,000 
 
 
 
 
 
 
Change in operating assets and liabilities:
 
 
 
 
 
 
 
 
 
Settlement receivable
94,000,000 
391,000,000 
378,000,000 
 
 
 
 
 
 
Accounts receivable
(54,000,000)
(65,000,000)
(19,000,000)
 
 
 
 
 
 
Client incentives
(4,628,000,000)
(3,508,000,000)
(2,970,000,000)
 
 
 
 
 
 
Other assets
(252,000,000)
(315,000,000)
(41,000,000)
 
 
 
 
 
 
Accounts payable
(30,000,000)
43,000,000 
(13,000,000)
 
 
 
 
 
 
Settlement payable
(176,000,000)
(302,000,000)
(552,000,000)
 
 
 
 
 
 
Accrued and other liabilities
465,000,000 
277,000,000 
118,000,000 
 
 
 
 
 
 
Accrued litigation (Note 19)
1,000,000 
(43,000,000)
(432,000,000)
 
 
 
 
 
 
Net cash provided by operating activities
9,208,000,000 
5,574,000,000 
6,584,000,000 
 
 
 
 
 
 
Investing Activities
 
 
 
 
 
 
 
 
 
Purchases of property, equipment, technology and intangible assets
(707,000,000)
(523,000,000)
(414,000,000)
 
 
 
 
 
 
Proceeds from sales of property, equipment and technology
12,000,000 
0 
10,000,000 
 
 
 
 
 
 
Investment securities, available-for-sale:
 
 
 
 
 
 
 
 
 
Purchases
(3,238,000,000)
(10,426,000,000)
(2,850,000,000)
 
 
 
 
 
 
Proceeds from maturities and sales
5,012,000,000 
9,119,000,000 
1,925,000,000 
 
 
 
 
 
 
Acquisitions, net of $2.8 billion cash received from Visa Europe (Note 2)
(302,000,000)
(9,082,000,000)
(93,000,000)
 
 
 
 
 
 
Purchases of / contributions to other investments
(46,000,000)
(10,000,000)
(25,000,000)
 
 
 
 
 
 
Proceeds / distributions from other investments
4,000,000 
6,000,000 
12,000,000 
 
 
 
 
 
 
Net cash provided by (used in) investing activities
735,000,000 
(10,916,000,000)
(1,435,000,000)
 
 
 
 
 
 
Financing Activities
 
 
 
 
 
 
 
 
 
Repurchase of common stock
 
 
 
(6,891,000,000)
(6,987,000,000)
(2,910,000,000)
0 
(170,000,000)
0 
Dividends paid (Note 13)
(1,579,000,000)
(1,350,000,000)
(1,177,000,000)
 
 
 
 
 
 
Proceeds from issuance of senior notes (Note 8)
2,488,000,000 
15,971,000,000 
0 
 
 
 
 
 
 
Debt issuance costs (Note 8)
(15,000,000)
(98,000,000)
0 
 
 
 
 
 
 
Payments from U.S. litigation escrow account—U.S. retrospective responsibility plan (Note 3 and Note 19)
0 
45,000,000 
426,000,000 
 
 
 
 
 
 
Cash proceeds from issuance of common stock under employee equity plans
149,000,000 
95,000,000 
82,000,000 
 
 
 
 
 
 
Restricted stock and performance-based shares settled in cash for taxes
(76,000,000)
(92,000,000)
(108,000,000)
 
 
 
 
 
 
Excess tax benefit for share-based compensation
0 
63,000,000 
84,000,000 
 
 
 
 
 
 
Net cash (used in) provided by financing activities
(5,924,000,000)
7,477,000,000 
(3,603,000,000)
 
 
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
236,000,000 
(34,000,000)
1,000,000 
 
 
 
 
 
 
Increase in cash and cash equivalents
4,255,000,000 
2,101,000,000 
1,547,000,000 
 
 
 
 
 
 
Cash and cash equivalents at beginning of year
5,619,000,000 
3,518,000,000 
1,971,000,000 
 
 
 
 
 
 
Cash and cash equivalents at end of year
9,874,000,000 
5,619,000,000 
3,518,000,000 
 
 
 
 
 
 
Supplemental Disclosure
 
 
 
 
 
 
 
 
 
Series B and C convertible participating preferred stock issued in Visa Europe acquisition (Note 3)
0 
5,717,000,000 
0 
 
 
 
 
 
 
Deferred purchase consideration recorded for Visa Europe acquisition (Note 2)
0 
1,236,000,000 
0 
 
 
 
 
 
 
Income taxes paid, net of refunds
3,038,000,000 
2,842,000,000 
2,486,000,000 
 
 
 
 
 
 
Interest payments on debt
489,000,000 
244,000,000 
0 
 
 
 
 
 
 
Accruals related to purchases of property, equipment, technology and intangible assets
$ 50,000,000 
$ 42,000,000 
$ 81,000,000 
 
 
 
 
 
 
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Note 1—Summary of Significant Accounting Policies
Organization. Visa Inc. ("Visa" or the "Company") is a global payments technology company that enables fast, secure and reliable electronic payments across more than 200 countries and territories. Visa and its wholly-owned consolidated subsidiaries, including Visa U.S.A. Inc. ("Visa U.S.A."), Visa International Service Association ("Visa International"), Visa Worldwide Pte. Limited, Visa Europe Limited ("Visa Europe"), Visa Canada Corporation ("Visa Canada"), Inovant LLC and CyberSource Corporation, operate one of the world's largest retail electronic payments network — VisaNet — which facilitates authorization, clearing and settlement of payment transactions and enables us to provide its financial institution and merchant clients a wide range of products, platforms and value-added services. 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 products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa's financial institution clients.
On June 21, 2016, Visa acquired 100% of the share capital of Visa Europe. See Note 2—Visa Europe. In February 2017, the Company completed a reorganization of Visa Europe and certain other legal entities to align the Company's corporate structure to the geographic jurisdictions in which it conducts business operations. Associated with this reorganization, the newly-formed Visa Foundation received all Visa Inc. shares held by Visa Europe that were previously recorded as treasury stock. See Note 18—Income Taxes.
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.
On March 18, 2015, the Company completed a four-for-one split of its class A common stock effected in the form of a stock dividend. All per share amounts and number of shares outstanding in the consolidated financial statements and accompanying notes are presented on a post-split basis. See Note 13—Stockholders' Equity.
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.
The Company revised certain fiscal 2016 amounts on the consolidated statements of cash flows to correct a presentation error in gross investing activity. Purchases and proceeds from maturities and sales of investment securities were each reduced by $17.6 billion, from $28.0 billion and $26.7 billion, respectively, to $10.4 billion and $9.1 billion, respectively. The previously reported amounts included purchases and sales of securities, using the proceeds of the Company's December 2015 debt offering, that had a maturity of 90 days or less. These securities are therefore considered cash and cash equivalents for financial reporting purposes and should not have been included in the gross investing activity. The correction did not affect the Company's total cash flows from investing activities, and there was no impact on the Company's financial position, total operating revenues, net income, or comprehensive income as of and for the periods presented.
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—U.S. litigation escrow. The Company maintains an escrow account from which monetary liabilities from settlements of, or judgments in, the U.S. covered litigation are paid. See Note 3—U.S. and Europe Retrospective Responsibility Plans and Note 19—Legal Matters for a discussion of the U.S. 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 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 did not have any Level 3 assets or liabilities at September 30, 2017 and 2016.
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. 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 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—U.S. litigation escrow, trading and available-for-sale investment securities, settlement receivable and payable, customer collateral, non-marketable equity investments, settlement risk guarantee, and derivative instruments. See Note 4—Fair Value Measurements and Investments.
Settlement receivable and payable. The Company operates systems for authorizing, clearing and settling payment transactions worldwide. Most U.S. dollar settlements with the Company's financial institution clients are settled within the same day and do not result in a receivable or payable balance, while settlements in 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 payment products are processed in accordance with the Company's rules. The cash collateral assets are restricted and fully offset by corresponding liabilities and both balances are presented on the consolidated balance sheets, excluding cash collateral held by Visa Europe 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 settled obligations. 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 10—Settlement Guarantee Management.
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 10 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. 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 5—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 trade names 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, 2017. See Note 6—Intangible Assets and Goodwill.
Indefinite-lived intangible assets consist of trade name, customer relationships and reacquired rights. 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, 2017, 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, 2017.
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, 2017, 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, 2017.
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 19—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 services provided in support of client usage of Visa products. 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. 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, fees for 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. Prior to the acquisition of Visa Europe (see Note 2—Visa Europe), other revenues also included revenues earned from Visa Europe in connection with the Visa Europe Framework Agreement.
Client incentives. The Company enters into long-term contracts with financial institution clients, merchants and strategic partners for various programs designed to build payments volume, increase Visa product acceptance, win merchant routing transactions over Visa's network and drive innovation. 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 16—Commitments and Contingencies.
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 as non-operating expense 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 18—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 cash flow matching analysis, with the projected benefit payments matching spot rates from a yield curve developed from high-quality corporate bonds. 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 9 years for the U.S. plans and 11 years for the Visa Europe UK pension plan. 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 9—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 except for Visa Europe whose functional currency is the euro. 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 2017, 2016 and 2015.
Where a non-U.S. currency is the functional currency, translation from that functional 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. 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.
Derivatives are carried at fair value on a gross basis in either prepaid and other current assets, non-current other assets, accrued liabilities or non-current other liabilities on the consolidated balance sheets. At September 30, 2017, derivatives outstanding mature within 12 months or less. Gains and losses resulting from changes in fair value of designated 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. Gains and losses resulting in changes in fair value of derivative instruments not designated for hedge accounting are recorded in general and administrative for hedges of operating activity, or non-operating income (expense) for hedges of non-operating activity. See Note 11—Derivative and Non-derivative Financial Instruments.
Non-derivative financial instrument designated as a net investment hedge. The Company designated the euro-denominated deferred cash consideration liability, a non-derivative financial instrument, as a hedge against a portion of the Company's euro-denominated net investment in Visa Europe. Changes in the value of the deferred cash consideration liability, attributable to the change in exchange rates at the end of each reporting period, partially offset the foreign currency translation adjustments resulting from the euro-denominated net investment, are reported as a component of accumulated other comprehensive income or loss on the Company's consolidated balance sheet. See Note 11—Derivative and Non-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 the Visa rules. 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 10—Settlement Guarantee Management.
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 15—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 14—Earnings Per Share.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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. Subsequently, the FASB also issued a series of amendments to the new revenue standard. The Company will adopt the standard effective October 1, 2018, and expects to adopt the standard using the modified retrospective transition method. The Company expects that the new standard will primarily impact recognition timing for certain fixed incentives and price discounts provided to clients, and the classification of certain client incentives between contra revenues and operating expenses. The Company is still in the process of quantifying the full effect that ASU 2014-09 and all of its related subsequent updates will have on its consolidated financial statements and related disclosures.
In 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 adopted the standard effective October 1, 2016. The adoption did not have a material impact on the consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, which provides guidance about a customer's accounting for fees paid in a cloud computing arrangement. The amendment will help entities evaluate whether such an arrangement includes a software license, which should be accounted for consistent with the acquisition of other software licenses; otherwise, it should be accounted for as a service contract. The Company adopted the standard effective October 1, 2016. The adoption did not have a material impact on the consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. The Company will adopt the standard effective October 1, 2018. The adoption is not expected to have a material impact on the consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, which requires the recognition of lease assets and lease liabilities arising from operating leases in the statement of financial position. The Company will adopt the standard effective October 1, 2019 and does not anticipate that this new accounting guidance will have a material impact on its consolidated statement of operations. The Company estimates the value of leased assets and liabilities that may be recognized could be in the hundreds of millions of dollars. The actual impact will depend on the Company's lease portfolio at the time of adoption.
In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for share-based payments, including the accounting for excess tax benefits and deficiencies, forfeitures, and statutory tax withholding requirements, as well as classification on the statement of cash flows related to excess tax benefits and employee taxes paid when an employer withholds shares for tax-withholding purposes. The Company elected to early adopt the standard effective October 1, 2016. The adoption had the following impact on the consolidated financial statements:

•
The Company recorded excess tax benefits of $70 million in its provision for income taxes rather than as an increase to additional paid-in capital for the year ended September 30, 2017 on a prospective basis. Therefore, the prior period presented has not been adjusted.
•
The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share, which did not have a material impact on the Company's diluted earnings per share for the year ended September 30, 2017.
•
The Company elected to apply the presentation requirement for cash flows related to excess tax benefits prospectively, and thus, the prior period presented has not been adjusted. This adoption resulted in an increase to both net cash provided by operating activities and net cash used in financing of $70 million for the year ended September 30, 2017.
In October 2016, the FASB issued ASU 2016-16, which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The Company will adopt the standard effective October 1, 2018. The Adoption is not expected to have a material impact on the consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, which requires that a statement of cash flows includes the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts. The Company will adopt the standard effective October 1, 2018. The adoption will impact the presentation of transactions related to the U.S. litigation escrow account on the consolidated statements of cash flows.
In January 2017, the FASB issued ASU 2017-04, which simplifies the test for goodwill impairment by eliminating a previously required step. The Company will adopt the standard effective October 1, 2020. The adoption is not expected to have a material impact on the consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, which requires that the service cost component of net periodic pension and postretirement benefit cost be presented in the same line item as other employee compensation costs, while the other components be presented separately as non-operating income (expense). Currently, all net periodic pension and postretirement benefit costs are presented in personnel expense on the Company's consolidated statement of operations. The Company will adopt the standard effective October 1, 2018. The adoption is not expected to have a material impact on the consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, which amends the scope of modification accounting for share-based payment arrangements. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The Company will adopt the standard effective October 1, 2018. The adoption is not expected to have a material impact on the consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. The amendments in this update also make certain targeted improvements to simplify the application of the hedge accounting guidance. The standard will be effective for the Company on October 1, 2019. However, the Company is evaluating the effect that ASU 2017-12 will have on its consolidated financial statements and is considering early adoption of the standard.
Visa Europe
Visa Europe
Note 2—Visa Europe
On June 21, 2016, the Company acquired 100% of the share capital of Visa Europe, a payments technology business. The acquisition positions Visa to create additional value through increased scale, efficiencies realized by the integration of both businesses, and benefits related to Visa Europe's transition from an association to a for-profit enterprise. At the closing of the transaction (the "Closing"), the Company:
•paid up-front cash consideration of €12.2 billion ($13.9 billion);
•
issued preferred stock of the Company convertible upon certain conditions into approximately 79 million shares of class A common stock of the Company, as described below, equivalent to a value of €5.3 billion ($6.1 billion) at the closing stock price of $77.33 on June 21, 2016; and
•
agreed to pay an additional €1.0 billion, plus 4% compound annual interest, on the third anniversary of the Closing.
Preferred stock. In connection with the transaction, three new series of preferred stock of the Company were created:
•
series A convertible participating preferred stock, par value $0.0001 per share, which is generally designed to be economically equivalent to the Company’s class A common stock (the “class A equivalent preferred stock”);
•
series B convertible participating preferred stock, par value $0.0001 per share (the “UK&I preferred stock”); and
•
series C convertible participating preferred stock, par value $0.0001 per share (the “Europe preferred stock”).
The Company issued 2,480,466 shares of UK&I preferred stock to Visa Europe’s member financial institutions in the United Kingdom and Ireland entitled to receive preferred stock at the Closing, and 3,156,823 shares of Europe preferred stock to Visa Europe’s other member financial institutions entitled to receive preferred stock at the Closing. Under certain conditions described below, the UK&I and Europe preferred stock is convertible into shares of class A common stock or class A equivalent preferred stock, at an initial conversion rate of 13.952 shares of class A common stock for each share of UK&I preferred stock and Europe preferred stock. The conversion rates may be reduced from time to time to offset certain liabilities, which may be incurred by the Company, Visa Europe or their affiliates as a result of certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (the "VE territory covered litigation"), where, generally, the relevant claims (and resultant liabilities and losses) relate to the period before the Closing. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
Final purchase price allocation
Upon the Closing, total purchase consideration of $18.8 billion was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on a preliminary valuation. Based on additional information that became available, which impacted certain of the assumptions used, the Company finalized the purchase price allocation in the third quarter of fiscal 2017.
The following table summarizes the final purchase price allocation.
 
Preliminary Purchase Price Allocation
 
Measurement Period Adjustments
 
Final Purchase Price Allocation
 
(in millions)
Current assets(1)
$
4,457

 
$
—

 
$
4,457

Non-current assets(2)
258

 
(46
)
 
212

Current liabilities(3)
(2,731
)
 
(36
)
 
(2,767
)
Non-current liabilities(2)
(2,605
)
 
607

 
(1,998
)
Tangible assets and liabilities
(621
)
 
525

 
(96
)
Intangible assets — customer relationships and reacquired rights(2)
16,137

 
(232
)
 
15,905

Goodwill(4)
3,268

 
(293
)
 
2,975

Fair value of net assets acquired
$
18,784

 
$
—

 
$
18,784

(1) 
Current assets are largely comprised of cash and cash equivalents and settlement receivable.
(2) 
Intangible assets consist of customer relationships and reacquired rights, which have been valued as a single composite intangible asset as they are inextricably linked. These intangibles are considered indefinite-lived assets as the associated customer relationships have historically not experienced significant attrition, and the reacquired rights are based on the Framework Agreement, which has a perpetual term. Non-current assets and liabilities include deferred tax assets and liabilities that result in net deferred tax liabilities of $1.7 billion, which are primarily related to these indefinite-lived intangible assets, based on the final valuation. In February 2017, the Company completed a legal entity reorganization, resulting in the elimination of most of these deferred tax assets and liabilities. See Note 18—Income Taxes.
(3) 
Current liabilities assumed mainly include settlement payable, client incentives liabilities and accrued liabilities.
(4) 
The excess of purchase consideration over net assets acquired was recorded as goodwill, which represents the value that is expected from increased scale and synergies as a result of the integration of both businesses.
U.S. and Europe Retrospective Responsibility Plan
U.S. and Europe Retrospective Responsibility Plan
Note 3—U.S. and Europe Retrospective Responsibility Plans
U.S. Retrospective Responsibility Plan
The Company has established several related mechanisms designed to address potential liability under certain litigation referred to as the “U.S. covered litigation." These mechanisms are included in and referred to as the U.S. retrospective responsibility plan and consist of a U.S. 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.
U.S. covered litigation consists of a number of matters that have been settled or otherwise fully or substantially resolved, as well as the following:
•
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; 
•
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; and
•
any case brought after October 22, 2015, by a merchant that opted out of the Rule 23(b)(3) settlement class pursuant to the 2012 Settlement Agreement in MDL 1720 that arises out of facts or circumstances substantially similar to those alleged in MDL 1720 and that is not transferred to or otherwise included in MDL 1720. See Note 19—Legal Matters.
U.S. litigation escrow agreement. In accordance with the U.S. litigation escrow agreement, the Company maintains an escrow account, from which settlements of, or judgments in, the U.S. 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 restricted cash—U.S. litigation escrow account:
 
Fiscal 2017
 
Fiscal 2016
 
(in millions)
Balance at October 1
$
1,027

 
$
1,072

Payments to opt-out merchants and interest earned on escrow funds(1)
4

 
(45
)
Balance at September 30
$
1,031

 
$
1,027

(1)
These payments are associated with the interchange multidistrict litigation. See Note 19—Legal Matters.
An accrual for the U.S. 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 U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. The Company did not record an additional accrual for the U.S. covered litigation during fiscal 2017 and fiscal 2016. See Note 19—Legal Matters.
Conversion feature. Under the terms of the plan, when the Company funds the U.S. 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 diluted class A common stock 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 13—Stockholders' Equity.
Indemnification obligations. To the extent that amounts available under the U.S. litigation escrow arrangement and other agreements in the plan are insufficient to fully resolve the U.S. 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 19—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 U.S. 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 U.S. 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 U.S. covered litigation, multiplied by such bank's then-current membership proportion as calculated in accordance with Visa U.S.A.'s certificate of incorporation.
On October 22, 2015, Visa entered into an amendment to the loss sharing agreement. The amendment includes within the scope of U.S. covered litigation any action brought after the amendment by an opt out from the Rule 23(b)(3) Settlement Class in MDL 1720 that arises out of facts or circumstances substantially similar to those alleged in MDL 1720 and that is not transferred to or otherwise included in MDL 1720. On the same date, Visa entered into amendments to the interchange judgment sharing agreement and omnibus agreement that include any such action within the scope of those agreements as well.
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 19—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 U.S. retrospective responsibility plan. The litigation provision on the consolidated statements of operations was 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.
Europe Retrospective Responsibility Plan
UK loss sharing agreement. The Company has entered into a loss sharing agreement with Visa Europe and certain of Visa Europe’s member financial institutions located in the United Kingdom (the "UK LSA members"). Each of the UK LSA members has agreed, on a several and not joint basis, to compensate the Company for certain losses which may be incurred by the Company, Visa Europe or their affiliates as a result of certain existing and potential litigation relating to the setting and implementation of domestic multilateral interchange fee rates in the United Kingdom prior to the Closing, subject to the terms and conditions set forth therein and, with respect to each UK LSA member, up to a maximum amount of the up-front cash consideration received by such UK LSA member. The UK LSA members’ obligations under the UK loss sharing agreement are conditional upon, among other things, either (a) losses valued in excess of the sterling equivalent on June 21, 2016 of €1.0 billion having arisen in UK covered claims (and such losses having reduced the conversion rate of the UK&I preferred stock accordingly), or (b) the conversion rate of the UK&I preferred stock having been reduced to zero pursuant to losses arising in claims relating to multilateral interchange fee rate setting in the Visa Europe territory.
Litigation management deed. The Company has entered into a litigation management deed with Visa Europe which sets forth the agreed upon procedures for the management of the VE territory covered litigation, the allocation of losses resulting from this litigation (the "VE territory covered losses") between the UK&I and Europe preferred stock, and any accelerated conversion or reduction in the conversion rate of the shares of UK&I and Europe preferred stock. The litigation management deed applies only to VE territory covered litigation (and resultant losses and liabilities). The litigation management deed provides that the Company will generally control the conduct of the VE territory covered litigation, subject to certain obligations to report and consult with the litigation management committees for VE territory covered litigation (the "VE territory litigation management committees"). The VE territory litigation management committees, which are composed of representatives of certain Visa Europe members, have also been granted consent rights to approve certain material decisions in relation to the VE territory covered litigation.
The Company obtained certain protections for VE territory covered losses through the UK&I and Europe preferred stock, the UK loss sharing agreement, and the litigation management deed, referred to as the "Europe retrospective responsibility plan." The plan covers VE territory covered litigation (and resultant liabilities and losses) relating to the covered period, which generally refers to the period before the Closing. Visa's protection from the plan is further limited to 70% of any liabilities where the claim relates to inter-regional multilateral interchange fee rates where the issuer is located outside the Visa Europe territory, and the merchant is located within the Visa Europe territory. The plan does not protect the Company in Europe against all types of litigation or remedies or fines imposed in competition law enforcement proceedings, only the interchange litigation specifically covered by the plan's terms.
Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through a periodic adjustment to the class A common stock conversion rates applicable to the UK&I and Europe preferred stock. The total amount of protection available through the preferred stock component of the Europe retrospective responsibility plan is equivalent to the as-converted value of the preferred stock, which can be calculated at any point in time as the product of: (a) the outstanding number of shares of preferred stock; (b) the current conversion rate applicable to each class of preferred stock; and (c) Visa's class A common stock price. This amount differs from the value of the preferred stock recorded within stockholders' equity on the Company's consolidated balance sheet. The book value of the preferred stock reflects its historical value recorded at the Closing less VE territory covered losses recovered through a reduction of the applicable conversion rate. The book value does not reflect changes in the underlying class A common stock price subsequent to the Closing.
Visa Inc. net income will not be impacted by VE territory covered losses as long as the as-converted value of the preferred stock is greater than the covered loss. VE territory covered losses will be recorded when the loss is deemed to be probable and reasonably estimable, or in the case of attorney's fees, when incurred. Concurrently, the Company will record a reduction to stockholders' equity and operating expenses, which represents the Company's right to recover such losses through adjustments to the conversion rate applicable to the preferred stock. The reduction to stockholders' equity is recorded in a contra-equity account referred to as "right to recover for covered losses."
VE territory covered losses may be recorded before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than €20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in "right to recover for covered losses" as contra-equity will then be recorded against the book value of the preferred stock within stockholders' equity.
During the year ended September 30, 2017, the Company recovered $191 million of VE territory covered losses through adjustments to the class A common stock conversion rates applicable to the UK&I and Europe preferred stock. The conversion rate applicable to both the UK&I and Europe preferred stock of 13.952 at September 30, 2016 was adjusted to 13.077 and 13.948, respectively, as of September 30, 2017. As of September 30, 2017, the Company had recorded $52 million in the "right to recover for covered losses" related to VE territory covered losses, of which $25 million was incurred prior to the Closing.
The following table sets forth the activities related to VE territory covered losses in preferred stock and "right to recover for covered losses" within equity during the year ended September 30, 2017. VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 19—Legal Matters.
 
Preferred Stock
 
Right to Recover for Covered Losses
 
UK&I
 
Europe
 
 
(in millions)
Balance as of September 30, 2016
$
2,516

 
$
3,201

 
$
(34
)
VE territory covered losses incurred
—

 
—

 
(209
)
Recovery through conversion rate adjustment
(190
)
 
(1
)
 
191

Balance as of September 30, 2017
$
2,326

 
$
3,200

 
$
(52
)

The following table sets forth the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred shares recorded in stockholders' equity within the Company's consolidated balance sheets as of September 30, 2017 and 2016.(1)
 
September 30, 2017
 
September 30, 2016
 
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
$
3,414

 
$
2,326

 
$
2,862

 
$
2,516

Europe preferred stock
4,634

 
3,200

 
3,642

 
3,201

Total
8,048

 
5,526

 
6,504

 
5,717

Less: right to recover for covered losses
(52
)
 
(52
)
 
(34
)
 
(34
)
Total recovery for covered losses available
$
7,996

 
$
5,474

 
$
6,470

 
$
5,683

(1) 
Figures in the table may not recalculate exactly due to rounding. As-converted and book values of preferred stock 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 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 outstanding, respectively, as of September 30, 2017; and (c) $105.24, Visa's class A common stock closing stock price as of September 30, 2017. Earnings per share is calculated based on unrounded numbers.
(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, 2016; (b) the 13.952 class A common stock conversion rate applicable to both the UK&I and Europe preferred stock as of September 30, 2016; and (c) $82.70, Visa's class A common stock closing stock price as of September 30, 2016. Earnings per share is calculated based on unrounded numbers.
Fair Value Measurements and Investments
Fair Value Measurements and Investments
Note 4—Fair Value Measurements and Investments
Fair Value Measurements
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
 
Fair Value Measurements at September 30
Using Inputs Considered as
 
Level 1
 
Level 2
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
 
(in millions)
Assets
 
 
 
 
 
 
 
Cash equivalents and restricted cash:
 
 
 
 
 
 
 
Money market funds
$
5,935

 
$
4,537

 
 
 
 
U.S. government-sponsored debt securities
 
 
 
 
$
2,870

 
$
196

Investment securities, trading:
 
 
 
 
 
 
 
Equity securities
$
82

 
$
71

 
 
 
 
Investment securities, available-for-sale:
 
 
 
 
 
 
 
U.S. government-sponsored debt securities
 
 
 
 
3,663

 
4,699

U.S. Treasury securities
1,621

 
2,178

 
 
 
 
Equity securities
124

 
53

 
 
 
 
Corporate debt securities
 
 
 
 
—

 
249

Prepaid and other current assets:
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
18

 
50

Other Assets:
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 


 
6

Total
$
7,762

 
$
6,839

 
$
6,551

 
$
5,200

Liabilities
 
 
 
 
 
 
 
Accrued liabilities:
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
$
98

 
$
116

Other liabilities:
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
—

 
20

Total
$
—

 
$
—

 
$
98

 
$
136


There were no transfers between Level 1 and Level 2 assets during fiscal 2017.
Level 1 assets measured at fair value on a recurring basis. Money market funds, publicly-traded equity securities and U.S. Treasury securities are classified as Level 1 within the fair value hierarchy, as fair value is based on quoted prices in active markets.
Level 2 assets and liabilities measured at fair value on a recurring basis. The fair value of U.S. government-sponsored debt securities and corporate debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. The pricing data obtained from outside sources is reviewed internally for reasonableness, compared against benchmark quotes from independent pricing sources, then confirmed or revised accordingly. Foreign exchange derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. There were no substantive changes to the valuation techniques and related inputs used to measure fair value during fiscal 2017.
Assets Measured at Fair Value on a Non-recurring Basis
Non-marketable equity investments and investments accounted for under the equity method. These investments are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity, and the fact that inputs used to measure fair value are unobservable and require management's judgment. When certain events or circumstances indicate that impairment may exist, the Company revalues the investments using various assumptions, including the financial metrics and ratios of comparable public companies. There were no significant impairment charges incurred during fiscal 2017, 2016 and 2015. At September 30, 2017 and 2016, these investments totaled $94 million and $46 million, respectively. These assets are classified in other assets on the consolidated balance sheets.
Non-financial assets and liabilities. Long-lived assets such as goodwill, indefinite-lived intangible assets, finite-lived intangible assets, and property, equipment and technology are considered non-financial assets. The Company does not have any non-financial liabilities measured at fair value on a non-recurring basis. Finite-lived intangible assets primarily consist of customer relationships, trade names, and reseller relationships, all of which were obtained through acquisitions. See Note 6—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, 2017, and concluded that there was no impairment. No recent events or changes in circumstances indicate that impairment existed at September 30, 2017. See Note 1—Summary of Significant Accounting Policies.
Other Fair Value Disclosures
Long-term debt. Debt instruments are measured at amortized cost on the Company's consolidated balance sheet at September 30, 2017. The fair value of these notes, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. The pricing data obtained from outside sources is reviewed internally for reasonableness, compared against benchmark quotes from independent pricing sources, then confirmed or revised accordingly. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy.
The following table presents the carrying amount and estimated fair value of the Company’s debt in order of maturity:
 
September 30, 2017
 
September 30, 2016
 
Carrying Amount
 
Estimated Fair Value
 
Carrying Amount
 
Estimated Fair Value
 
(in millions)
1.20% Senior Notes due December 2017
$
1,749

 
$
1,751

 
$
1,746

 
$
1,754

2.20% Senior Notes due December 2020
2,990

 
3,031

 
2,988

 
3,077

2.15% Senior Notes due September 2022
993

 
997

 
—

 
—

2.80% Senior Notes due December 2022
2,240

 
2,301

 
2,238

 
2,359

3.15% Senior Notes due December 2025
3,967

 
4,098

 
3,964

 
4,225

2.75% Senior Notes due September 2027
740

 
737

 
—

 
—

4.15% Senior Notes due December 2035
1,485

 
1,637

 
1,485

 
1,698

4.30% Senior Notes due December 2045
3,463

 
3,873

 
3,461

 
4,045

3.65% Senior Notes due September 2047
740

 
746

 
—

 
—

Total
$
18,367

 
$
19,171

 
$
15,882

 
$
17,158


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, 2017, 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, 2017 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, 2017 and 2016, trading investment securities totaled $82 million and $71 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:
 
September 30, 2017
 
September 30, 2016

 
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
 
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
 
Gains
 
Losses
 
Gains
 
Losses
 
 
(in millions)
U.S. government-sponsored debt securities
$
3,664

 
$
1

 
$
(2
)
 
$
3,663

 
$
4,693

 
$
6

 
$
—

 
$
4,699

U.S. Treasury securities
1,623

 
—

 
(2
)
 
1,621

 
2,176

 
3

 
—

 
2,179

Equity securities
5

 
119

 
—

 
124

 
7

 
46

 
—

 
53

Corporate debt securities
—

 
—

 
—

 
—

 
248

 
—

 
—

 
248

Auction rate securities
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total
$
5,292

 
$
120

 
$
(4
)
 
$
5,408

 
$
7,124

 
$
55

 
$
—

 
$
7,179

Less: current portion of available-for-sale investment securities
 
 
 
 
 
 
$
(3,482
)
 
 
 
 
 
 
 
$
(3,248
)
Long-term available-for-sale investment securities
 
 
 
 
 
 
$
1,926

 
 
 
 
 
 
 
$
3,931

Available-for-sale investment securities primarily include U.S. Treasury securities, U.S. government-sponsored debt securities and corporate debt securities. Available-for-sale debt securities are presented below in accordance with their stated maturities. A portion of these investments, $1.9 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.
 
Amortized Cost
 
Fair Value
 
(in millions)
September 30, 2017:
 
 
 
Due within one year
$
3,360

 
$
3,358

Due after 1 year through 5 years
1,927

 
1,926

Due after 5 years through 10 years
—

 
—

Due after 10 years
—

 
—

Total
$
5,287

 
$
5,284


Investment Income
Investment income is recorded as non-operating income in the Company's consolidated statements of operations and consisted of the following:
 
For the Years Ended
September 30,
 
2017
 
2016
 
2015
 
(in millions)
Interest and dividend income on cash and investments
$
92

 
$
75

 
$
31

Gain on other investments
6

 
5

 
3

Investment securities, trading:
 
 
 
 
 
Unrealized gains (losses), net
6

 
3

 
(6
)
Realized gains, net
2

 
—

 
2

Investment securities, available-for-sale:
 
 
 
 
 
Realized (losses) gains, net
(1
)
 
3

 
21

Other-than-temporary impairment on investments
—

 
(4
)
 
(5
)
Investment income
$
105

 
$
82

 
$
46

Property, Equipment and Technology, Net
Property, Equipment and Technology, Net
Note 5—Property, Equipment and Technology, Net
Property, equipment and technology, net, consisted of the following:
 
September 30,
2017
 
September 30,
2016
 
(in millions)
Land
$
72

 
$
74

Buildings and building improvements
865

 
839

Furniture, equipment and leasehold improvements
1,534

 
1,382

Construction-in-progress
139

 
125

Technology
2,533

 
2,378

Total property, equipment and technology
5,143

 
4,798

Accumulated depreciation and amortization
(2,890
)
 
(2,648
)
Property, equipment and technology, net
$
2,253

 
$
2,150


Technology consists of both purchased and internally developed software. Internally developed software primarily represents software utilized by the VisaNet electronic payments network. At September 30, 2017 and 2016, accumulated amortization for technology was $1.7 billion and $1.5 billion, respectively.
At September 30, 2017, estimated future amortization expense on technology was as follows:
Fiscal:
 
2018
 
2019
 
2020
 
2021
 
2022 and thereafter
 
Total
 
 
 (in millions)
Estimated future amortization expense
 
$
265

 
$
222

 
$
159

 
$
107

 
$
76

 
$
829

Depreciation and amortization expense related to property, equipment and technology was $500 million, $452 million and $431 million for fiscal 2017, 2016 and 2015, respectively. Included in those amounts was amortization expense on technology of $285 million, $259 million and $251 million for fiscal 2017, 2016 and 2015, respectively.
Intangible Assets, Net
Intangible Assets, Net
Note 6—Intangible Assets and Goodwill
Indefinite-lived and finite-lived intangible assets consisted of the following: 
 
September 30, 2017
 
September 30, 2016
 
Gross
 
Accumulated
Amortization
 
Net
 
Gross
 
Accumulated
Amortization
 
Net
 
(in millions)
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
438

 
$
(237
)
 
$
201

 
$
351

 
$
(220
)
 
$
131

Trade names
195

 
(93
)
 
102

 
192

 
(80
)
 
112

Reseller relationships
95

 
(79
)
 
16

 
95

 
(70
)
 
25

Other
17

 
(9
)
 
8

 
18

 
(9
)
 
9

Total finite-lived intangible assets
745

 
(418
)
 
327

 
656

 
(379
)
 
277

Indefinite-lived intangible assets:
 
 
 
 


 
 
 
 
 


Customer relationships and reacquired rights
23,437

 
—

 
23,437

 
22,873

 
—

 
22,873

Visa trade name
4,084

 
—

 
4,084

 
4,084

 
—

 
4,084

Total indefinite-lived intangible assets
27,521

 
—

 
27,521

 
26,957

 
—

 
26,957

Total intangible assets
$
28,266

 
$
(418
)
 
$
27,848

 
$
27,613

 
$
(379
)
 
$
27,234


Amortization expense related to finite-lived intangible assets was $56 million, $50 million and $63 million for fiscal 2017, 2016 and 2015, respectively. At September 30, 2017, estimated future amortization expense on finite-lived intangible assets is as follows:
Fiscal:
 
2018
 
2019
 
2020
 
2021
 
2022 and
thereafter
 
Total
 
 
(in millions)
Estimated future amortization expense
 
$
40

 
$
40

 
$
40

 
$
40

 
$
71

 
$
231


There was no impairment related to the Company’s indefinite-lived or finite-lived intangible assets during fiscal 2017, 2016 or 2015.
In February 2017, the Company acquired a business for a total purchase consideration net of cash received of approximately $302 million, paid primarily with cash on hand. Total purchase consideration has been allocated to the tangible and identifiable intangible assets acquired, and to liabilities assumed based on their respective fair values on the acquisition date. Related finite-lived intangible assets recorded totaled $104 million with a weighted-average useful life of eight years. Goodwill of $181 million was recorded to reflect the excess purchase consideration over net assets acquired. The consolidated financial statements include the operating results of the acquired business from the date of acquisition. Pro forma information related to the acquisition has not been presented as the impact is not material to the Company's financial results.
The increase in total net intangible assets and goodwill during 2017 was primarily related to foreign currency translation, which is recorded as a component of accumulated other comprehensive income in the consolidated balance sheet, as well as the additions described above, partially offset by measurement period adjustments as the Company finalized the Visa Europe purchase price allocation during fiscal 2017. See Note 2—Visa Europe.
Accrued and Other Liabilities
Accrued and Other Liabilities
Note 7—Accrued and Other Liabilities
Accrued liabilities consisted of the following:
 
September 30,
2017
 
September 30,
2016
 
(in millions)
Accrued operating expenses
$
434

 
$
347

Accrued interest expenses
149

 
145

Accrued income taxes (See Note 18—Income Taxes)
243

 
153

Other
303

 
483

Total
$
1,129

 
$
1,128


Other non-current liabilities consisted of the following:
 
September 30,
2017
 
September 30,
2016
 
(in millions)
Accrued income taxes (See Note 18—Income Taxes)
$
1,092

 
$
911

Employee benefits
62

 
137

Other
167

 
114

Total
$
1,321

 
$
1,162

Debt
Debt
Note 8—Debt
The Company had outstanding debt as follows:
 
September 30, 2017
 
September 30, 2016
 
 
 
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 2017 (the "2017 Notes")
$
1,750

 
$
(1
)
 
$
1,749

 
$
—

 
$
—

 
$
—

 
1.37
%
Total current maturities of long-term debt
1,750

 
(1
)
 
1,749

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.20% Senior Notes due 2017 (the "2017 Notes")
—

 
—

 
—

 
1,750

 
(4
)
 
1,746

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

 
(10
)
 
2,990

 
3,000

 
(12
)
 
2,988

 
2.30
%
2.15% Senior Notes due September 2022 (the "September 2022 Notes")
1,000

 
(7
)
 
993

 
—

 
—

 
—

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

 
(10
)
 
2,240

 
2,250

 
(12
)
 
2,238

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

 
(33
)
 
3,967

 
4,000

 
(36
)
 
3,964

 
3.26
%
2.75% Senior Notes due 2027 (the "2027 Notes")
750

 
(10
)
 
740

 
—

 
—

 
—

 
2.91
%
4.15% Senior Notes due 2035 (the "2035 Notes")
1,500

 
(15
)
 
1,485

 
1,500

 
(15
)
 
1,485

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

 
(37
)
 
3,463

 
3,500

 
(39
)
 
3,461

 
4.37
%
3.65% Senior Notes due 2047 (the "2047 Notes")
750

 
(10
)
 
740

 
—

 
—

 
—

 
3.73
%
Total long-term debt
16,750

 
(132
)
 
16,618

 
16,000

 
(118
)
 
15,882

 
 
Total debt
$
18,500

 
$
(133
)
 
$
18,367

 
$
16,000

 
$
(118
)
 
$
15,882

 
 

Senior Notes
In September 2017, the Company issued fixed-rate senior notes (the September 2022 Notes, 2027 Notes and 2047 Notes, or collectively, the "Notes issued in 2017") in an aggregate principal amount of $2.5 billion, with maturities ranging between 5 and 30 years. Interest on the Notes issued in 2017 is payable semi-annually on March 15 and September 15 of each year, commencing March 15, 2018. The net aggregate proceeds from the Notes issued in 2017, after deducting discounts and debt issuance costs, were approximately $2.5 billion.
Use of Proceeds from Notes issued in 2017. On September 11, 2017, the Company called for redemption of all of the $1.75 billion principal amount outstanding of the 2017 Notes in accordance with the optional redemption provisions set forth in the governing indenture. Subsequent to fiscal 2017, on October 11, 2017, the redemption date, the Company redeemed all of the $1.75 billion principal amount. The redemption was funded with the proceeds from the Notes issued in 2017.
In December 2015, the Company issued fixed-rate senior notes (the 2017 Notes, 2020 Notes, December 2022 Notes, 2025 Notes, 2035 Notes and 2045 Notes, or collectively, the "Notes issued in 2015") in an aggregate principal amount of $16.0 billion, with maturities ranging between 2 and 30 years. Interest on the Notes issued in 2015 is payable semi-annually. The net aggregate proceeds from the Notes issued in 2015, after deducting discounts and debt issuance costs, were $15.9 billion.
The discounts and debt issuance costs are amortized over the respective term of each note using the effective interest method. The indenture governing the Notes issued in 2017 and the Notes issued in 2015, or collectively, the "Notes", contains customary event of default provisions. The Notes are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company's existing and future unsecured and unsubordinated debt. The Notes are not secured by any assets of the Company and are not guaranteed by any of the Company's subsidiaries. The Company was in compliance with all related covenants as of September 30, 2017.
The Company recognized related interest expense of $505 million and $399 million in fiscal 2017 and fiscal 2016, respectively, as non-operating expense.
Each series of Notes may be redeemed as a whole or in part at the Company’s option at any time, prior to either their maturity date (2017 Notes) or the applicable par call date (the remaining series of notes, as set forth in the table below), at a price equal to the greater of:
•
100% of the principal amount of such Notes; and
•
the sum of the present value of the remaining scheduled payments of principal and interest through the maturity or par call date for each of the Notes below at the treasury rate defined under the terms of the Notes, plus the applicable spread for such Notes (as set forth in the table below),
plus, in each case, accrued and unpaid interest to, but excluding, the date of redemption.
Series
 
Maturity/Par Call Date
 
Spread
2020 Notes
 
November 14, 2020
 
10 bps
September 2022 Notes
 
August 15, 2022
 
10 bps
December 2022 Notes
 
October 14, 2022
 
12.5 bps
2025 Notes
 
September 14, 2025
 
15 bps
2027 Notes
 
June 15, 2027
 
12.5 bps
2035 Notes
 
June 14, 2035
 
20 bps
2045 Notes
 
June 14, 2045
 
20 bps
2047 Notes
 
March 15, 2047
 
15 bps

On or after the applicable par call date, the Notes, except the 2017 Notes, may be redeemed as a whole or in part, at the Company’s option at any time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued interest.
Future principal payments on the Company's outstanding debt are as follows:
Fiscal Year
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
(in millions)
$
1,750

 
$
—

 
$
—

 
$
3,000

 
$
1,000

 
$
12,750

 
$
18,500


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. During fiscal 2017, the Company issued $567 million of commercial paper, with a weighted-average interest rate of 0.79%, and subsequently repaid its outstanding obligation. The Company had no outstanding obligations under the program at September 30, 2017.
Credit Facility
The Company is a party to a credit agreement for a 5-year, unsecured $4.0 billion revolving credit facility (the "Credit Facility") that was entered into on January 27, 2016. On January 27, 2017, the Company extended the term of the credit facility, which will now expire on January 27, 2022.
The Credit Facility provides a borrowing capacity of up to $4.0 billion. Borrowings under the Credit Facility are available for general corporate purposes. Interest on the borrowings under the Credit Facility would be charged at the London Interbank Offered Rate (LIBOR) or an alternative base rate, in each case plus applicable margins that fluctuate based on the applicable rating of senior unsecured long-term securities of the Company. The Borrowers have agreed to pay a commitment fee which will fluctuate based on such applicable rating of the Company.
Other material terms are:
•
a financial covenant which requires the Company to maintain a Consolidated Indebtedness to Consolidated EBITDA Ratio (as defined in the Credit Facility) of not greater than 3.75 to 1.00;
•
customary restrictive covenants, which limit the Borrowers' ability to, among other things, create certain liens, effect fundamental changes to their business, or merge or dispose substantially all of their assets, subject in each case to customary exceptions and amounts;
•
customary events of default, upon the occurrence of which, after any applicable grace period, the requisite lenders will have the ability to accelerate all outstanding loans thereunder and terminate the commitments; and
•
other customary and standard terms and conditions.
The Company had no borrowings under the Credit Facility as of September 30, 2017, and was in compliance with all related covenants as of and during the year ended September 30, 2017.
Pension, Postretirement and Other Benefits
Pension, Postretirement and Other Benefits
Note 9—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 all eligible 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. As a result of the acquisition of Visa Europe, the Company assumed the obligations related to Visa Europe's defined benefit plan, primarily consisting of the UK funded and unfunded pension plans.
Disclosures presented below include the U.S. pension plans and the non-U.S. plans, comprising only the Visa Europe plans. Disclosures relating to other non-U.S. pension benefit plans are not included as they are immaterial, individually and in aggregate. The Company uses a September 30 measurement date for its pension and other postretirement benefit plans.
Defined benefit pension plans. The U.S. pension benefits under the defined benefit pension plan were earned based on a cash balance formula. An employee’s cash balance account was credited with an amount equal to 6% of eligible compensation plus interest based on 30-year Treasury securities. In October 2015, the Company's board of directors approved an amendment of the U.S. qualified defined benefit pension plan such that the Company discontinued employer provided credits after December 31, 2015. Plan participants continue to earn interest credits on existing balances at the time of the freeze. As a result, a curtailment gain totaling $8 million was recognized in fiscal 2016 as part of the Company's net periodic benefit cost.  
The funding policy for the U.S. pension benefits is to contribute annually no less than the minimum required contribution under ERISA.
 Under the Visa Europe UK pension plans, presented below under "non-U.S. plans", retirement benefits are provided based on the participants' final pensionable pay and are currently closed to new entrants. However, future benefits continue to accrue for active participants. The funding policy is to contribute in accordance with the appropriate funding requirements agreed with the trustees of the UK pension plans. Additional amounts may be agreed with the UK pension plan trustees.
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 comparable 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:
 
U.S. Plans
 
Non-U.S. Plans
 
Pension Benefits
 
Other
Postretirement Benefits
 
Pension Benefits
 
September 30,
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Benefit obligation—beginning of fiscal year
$
1,072

 
$
1,005

 
$
14

 
$
18

 
$
474

 
$
—

Visa Europe acquisition
—

 
—

 
—

 
—

 
—

 
381

Service cost
—

 
13

 
—

 
—

 
6

 
1

Interest cost
36

 
40

 
1

 
1

 
11

 
3

Actuarial loss (gain)
(58
)
 
86

 
(1
)
 
(2
)
 
(52
)
 
86

Benefit payments
(137
)
 
(64
)
 
(3
)
 
(3
)
 
(14
)
 
(1
)
Plan amendment
—

 
(8
)
 
—

 
—

 
—

 
—

Foreign currency exchange rate changes
—

 
—

 
—

 
—

 
8

 
4

Benefit obligation—end of fiscal year
$
913

 
$
1,072

 
$
11

 
$
14

 
$
433

 
$
474

Accumulated benefit obligation
$
913

 
$
1,072

 
NA

 
NA

 
$
433

 
$
474

Change in Plan Assets:
 
 
 
 
 
 
 
 
 
 
 
Fair value of plan assets—beginning of fiscal year
$
1,077

 
$
1,022

 
$
—

 
$
—

 
$
415

 
$
—

Visa Europe acquisition
—

 
—

 
—

 
—

 
—

 
287

Actual return on plan assets
125

 
118

 
—

 
—

 
17

 
25

Company contribution
9

 
1

 
3

 
3

 
5

 
102

Benefit payments
(137
)
 
(64
)
 
(3
)
 
(3
)
 
(14
)
 
(1
)
Foreign currency exchange rate changes
—

 
—

 
—

 
—

 
10

 
2

Fair value of plan assets—end of fiscal year
$
1,074

 
$
1,077

 
$
—

 
$
—

 
$
433

 
$
415

Funded status at end of fiscal year
$
161

 
$
5

 
$
(11
)
 
$
(14
)
 
$
—

 
$
(59
)
Recognized in Consolidated Balance Sheets:
 
 
 
 
 
 
 
 
 
 
 
Non-current asset
$
168

 
$
22

 
$
—

 
$
—

 
$
—

 
$
—

Current liability
(1
)
 
(9
)
 
(2
)
 
(3
)
 
(5
)
 
(6
)
Non-current liability
(6
)
 
(8
)
 
(9
)
 
(11
)
 
5

 
(53
)
Funded status at end of fiscal year
$
161

 
$
5

 
$
(11
)
 
$
(14
)
 
$
—

 
$
(59
)

Amounts recognized in accumulated other comprehensive income before tax: 
 
U.S. Plans
 
Non-U.S. Plans
 
Pension Benefits
 
Other
Postretirement Benefits
 
Pension Benefits
September 30,
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Net actuarial loss (gain)
$
97

 
$
241

 
$
(4
)
 
$
(5
)
 
$
9

 
$
66

Prior service credit
—

 
—

 
—

 
(2
)
 
—

 
—

Total
$
97

 
$
241

 
$
(4
)
 
$
(7
)
 
$
9

 
$
66


Amounts from accumulated other comprehensive income to be amortized into net periodic benefit cost in fiscal 2018: 
 
U.S. Plans
 
Non-U.S. Plans
 
Pension Benefits
 
Other
Postretirement
 Benefits
 
Pension Benefits
 
(in millions)
Actuarial loss (gain)
$
—

 
$
(1
)
 
$
—

Prior service credit
—

 
—

 
—

Total
$
—

 
$
(1
)
 
$
—


Benefit obligations in excess of plan assets related to the Company's U.S. non-qualified plan and the non-U.S. pension plans(1) :
 
U.S. Plans
 
Non-U.S. Plans(1)
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Accumulated benefit obligation in excess of plan assets
 
 
 
 
 
 
 
Accumulated benefit obligation—end of year
$
(7
)
 
$
(16
)
 
$
(5
)
 
$
(474
)
Fair value of plan assets—end of year
$
—

 
$
—

 
$
—

 
$
415

Projected benefit obligation in excess of plan assets
 
 
 
 
 
 
 
Benefit obligation—end of year
$
(7
)
 
$
(16
)
 
$
(5
)
 
$
(474
)
Fair value of plan assets—end of year
$
—

 
$
—

 
$
—

 
$
415


(1) 
For fiscal 2017, the non-U.S. non-qualified pension plan had benefit obligations in excess of plan assets. For fiscal 2016, both non-U.S. pension plans had benefit obligations in excess of plan assets.

Net periodic pension and other postretirement plan cost:
 
U.S. Plans
 
Non-U.S. Plans(1)
 
Pension Benefits
 
Other
Postretirement Benefits
 
Pension Benefits
 
Fiscal
 
2017
 
2016
 
2015
 
2017
 
2016
 
2015
 
2017
 
2016
 
(in millions)
Service cost
$
—

 
$
13

 
$
47

 
$
—

 
$
—

 
$
—

 
$
6

 
$
1

Interest cost
36

 
40

 
40

 
1

 
1

 
1

 
11

 
3

Expected return on assets
(70
)
 
(69
)
 
(72
)
 
—

 
—

 
—

 
(16
)
 
(4
)
Amortization of:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Prior service credit
—

 
(1
)
 
(7
)
 
(2
)
 
(3
)
 
(3
)
 
—

 
—

Actuarial loss (gain)
15

 
7

 
1

 
(2
)
 
(2
)
 
(2
)
 
2

 
—

Net benefit cost
$
(19
)
 
$
(10
)
 
$
9

 
$
(3
)
 
$
(4
)
 
$
(4
)
 
$
3

 
$
—

Curtailment gain
—

 
(8
)
 
—

 
—

 
—

 
—

 
—

 
—

Settlement loss
15

 
13

 
7

 
—

 
—

 
—

 
—

 
—

Total net periodic benefit cost
$
(4
)
 
$
(5
)
 
$
16

 
$
(3
)
 
$
(4
)
 
$
(4
)
 
$
3

 
$
—

 
(1) 
For fiscal 2016, it represents Visa Europe's UK pension plans' net pension benefit cost recognized from the Closing through September 30, 2016.
Other changes in plan assets and benefit obligations recognized in other comprehensive income: 
 
U.S. Plans
 
Non-U.S. Plans
 
Pension Benefits
 
Other Postretirement Benefits
 
Pension Benefits
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Current year actuarial loss (gain)
$
(113
)
 
$
30

 
$
—

 
$
(2
)
 
$
(53
)
 
$
66

Amortization of actuarial (loss) gain
(30
)
 
(20
)
 
2

 
2

 
(2
)
 
—

Current year prior service credit
—

 
—

 
—

 
—

 
—

 
—

Amortization of prior service credit
—

 
9

 
2

 
3

 
—

 
—

Total recognized in other comprehensive income
$
(143
)
 
$
19

 
$
4

 
$
3

 
$
(55
)
 
$
66

Total recognized in net periodic benefit cost and other comprehensive income
$
(147
)
 
$
14

 
$
1

 
$
(1
)
 
$
(52
)
 
$
66


Weighted-Average Actuarial Assumptions:
 
U.S. Plans
 
Non-U.S. Plans
 
Fiscal
 
2017
 
2016
 
2015
 
2017
 
2016
Discount rate for benefit obligation:(1)
 
 
 
 
 
 
 
 
 
Pension
3.84
%
 
3.62
%
 
4.33
%
 
2.70
%
 
2.40
%
Postretirement
2.44
%
 
1.91
%
 
2.43
%
 
NA

 
NA

Discount rate for net periodic benefit cost:
 
 
 
 
 
 
 
 
 
Pension
3.62
%
 
4.33
%
 
4.27
%
 
2.40
%
 
3.10
%
Postretirement
1.91
%
 
2.43
%
 
2.59
%
 
NA

 
NA

Expected long-term rate of return on plan assets(2)
7.00
%
 
7.00
%
 
7.00
%
 
4.50
%
 
3.92
%
Rate of increase in compensation levels for:(3)
 
 
 
 
 
 
 
 
 
Benefit obligation
NA

 
NA

 
4.00
%
 
3.20
%
 
3.20
%
Net periodic benefit cost
NA

 
NA

 
4.00
%
 
3.20
%
 
3.00
%
(1) 
Represents a single weighted-average discount rate derived based on a cash flow matching analysis, with the projected benefit payments matching spot rates from a yield curve developed from high-quality corporate bonds.
(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.
(3) 
This assumption is not applicable for the U.S. plans in fiscal 2017 and 2016 due to the amendment of the U.S. qualified defined benefit pension plan in October 2015, which discontinued the employer provided credits effective after December 31, 2015.
The assumed annual rate of future increases in health benefits for the other postretirement benefits plan is 7% for fiscal 2018. The rate is assumed to decrease to 5% by 2025 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 weighted-average targeted allocation for U.S. 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, 2017, U.S. pension plan asset allocations for these categories were 64%, 33% and 3%, respectively, which were within target allocation ranges.
The weighted-average targeted allocation for non-U.S. pension plans is as follows: equity securities of 28%, fixed income securities of 47% and other of 25%, consisting of cash, multi-asset funds, and property. At September 30, 2017, non-U.S. pension plan asset allocations for these categories were 31%, 44% and 25%, respectively, which were generally aligned with the target allocations.

The following tables set forth by level, within the fair value hierarchy, the pension plan’s investments at fair value as of September 30, 2017 and 2016, including the impact of transactions that were not settled at the end of September:
 
U.S. Plans
 
Fair Value Measurements at September 30,
 
Level 1
 
Level 2
 
Level 3
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Cash equivalents
$
31

 
$
39

 
 
 
 
 
 
 
 
 
$
31

 
$
39

Collective investment funds
 
 
 
 
$
540

 
$
—

 
 
 
 
 
540

 
—

Corporate debt securities
 
 
 
 
197

 
185

 
 
 
 
 
197

 
185

U.S. government-sponsored debt securities
 
 
 
 
47

 
30

 
 
 
 
 
47

 
30

U.S. Treasury securities
75

 
100

 
 
 
 
 
 
 
 
 
75

 
100

Asset-backed securities
 
 
 
 
 
 
 
 
$
39

 
$
51

 
39

 
51

Equity securities
145

 
672

 
 
 
 
 
 
 
 
 
145

 
672

Total
$
251

 
$
811

 
$
784

 
$
215

 
$
39

 
$
51

 
$
1,074

 
$
1,077


 
Non-U.S. Plans
 
Fair Value Measurements at September 30,
 
Level 1
 
Level 2
 
Level 3
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Cash equivalents
$
1

 
$
105

 
 
 
 
 
 
 
 
 
$
1

 
$
105

Corporate debt securities
 
 
 
 
$
39

 
$
39

 
 
 
 
 
39

 
39

UK Treasury securities
150

 
52

 
 
 
 
 
 
 
 
 
150

 
52

Asset-backed securities
 
 
 
 
 
 
 
 
$
32

 
$
29

 
32

 
29

Equity securities
134

 
116

 
 
 
 
 
 
 
 
 
134

 
116

Multi-asset securities (1)
 
 
 
 
77

 
74

 
 
 
 
 
77

 
74

Total
$
285

 
$
273

 
$
116

 
$
113

 
$
32

 
$
29

 
$
433

 
$
415

(1) 
Multi-asset securities represent pension plan assets that are invested in funds comprised of broad ranges of assets.
Level 1 assets. Cash equivalents (money market funds, time deposits and treasury bills), U.S. and UK Treasury securities 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. Collective investment funds are unregistered investment vehicles that commingle the assets of multiple fiduciary clients, such as pension and other employee benefit plans, to invest in portfolio of stocks, bonds or other securities. Although the collective investment funds held by the plan are ultimately invested in the common stocks of companies in the S&P 500 Index and S&P 500 Completion Index, their own unit values are not directly observable, and therefore they are classified as Level 2. The fair values of corporate debt, multi-asset and U.S. government-sponsored 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 2017 or 2016. A separate roll-forward of Level 3 plan assets measured at fair value is not presented because activities during fiscal 2017 and 2016 were immaterial.
Cash Flows
 
U.S. Plans
 
Non-U.S. Plans
 
Pension
Benefits
 
Other
Postretirement
Benefits
 
 Pension Benefits
Actual employer contributions
(in millions)
2017
$
9

 
$
3

 
$
5

2016
$
1

 
$
3

 
$
102

Expected employer contributions
 
 
 
 
 
2018
$
1

 
$
2

 
$
5

Expected benefit payments
 
 
 
 
 
2018
$
161

 
$
2

 
$
5

2019
$
83

 
$
2

 
$
5

2020
$
82

 
$
2

 
$
5

2021
$
80

 
$
1

 
$
5

2022
$
75

 
$
1

 
$
5

2023-2027
$
323

 
$
1

 
$
29


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 $58 million, $55 million and $49 million in fiscal 2017, 2016 and 2015, 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.
Settlement Guarantee Management
Settlement Guarantee Management
Note 10—Settlement Guarantee Management
The Company indemnifies its clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement. Settlement at risk, or exposure, is primarily calculated using: (1) an average daily card volume multiplied by an 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 was $67.7 billion for the year ended September 30, 2017 compared to $67.8 billion for the year ended September 30, 2016. Of these amounts, $2.8 billion and $2.9 billion at September 30, 2017 and 2016, 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,
2017
 
September 30,
2016
 
(in millions)
Cash equivalents(1)
$
1,490

 
$
1,295

Pledged securities at market value
167

 
170

Letters of credit
1,316

 
1,311

Guarantees
941

 
1,418

Total
$
3,914

 
$
4,194

 

(1) 
Cash collateral held by Visa Europe is not included on the Company's consolidated balance sheet as its clients retain beneficial ownership and the cash is only accessible to the Company in the event of default by the client on its settlement obligations.
Cash equivalents collateral, excluding cash collateral held by Visa Europe, 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 client failure). Historically, the Company experienced minimal losses, which has contributed to an estimated probability-weighted value of the guarantee of approximately $3 million and $2 million at September 30, 2017 and 2016, respectively. These amounts were reflected in accrued liabilities on the consolidated balance sheets.
Derivative Financial Instruments
Derivative Financial Instruments
Note 11—Derivative and Non-derivative Financial Instruments
Derivative Financial Instruments
Designated derivative financial instrument hedges. The aggregate notional amount of the Company's derivative contracts outstanding in its hedge program was $1.8 billion at September 30, 2017 and $1.6 billion at September 30, 2016. As of September 30, 2017, the Company’s cash flow hedges in an asset position totaled $8 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 $64 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.
The Company uses regression analysis to assess hedge 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 2017, 2016 and 2015, the amounts by which earnings were reduced relating to excluded forward points were $18 million, $30 million and $29 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 $49 million of pre-tax losses to earnings during fiscal 2018.
Non-designated derivative financial instrument hedges. Subsequent to the acquisition of Visa Europe, the Company entered into currency forward contracts to offset Visa Europe hedges outstanding at the date of the acquisition that did not qualify for cash flow hedge accounting treatment in accordance with U.S. GAAP or the Company’s accounting policy.
The Company utilizes foreign exchange derivative contracts to hedge against foreign currency exchange rate fluctuations related to certain monetary assets and liabilities denominated in foreign currency held by Visa Europe. As of September 30, 2017 and 2016, the aggregate notional amount of these balance sheet hedges was $1.0 billion and $1.1 billion, respectively.
Credit and market risks. 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, and except for derivative instruments entered into by Visa Europe, such agreements require each party to post collateral against its net liability position with the respective counterparty. As of September 30, 2017, the Company has received collateral of $2 million, from counterparties, which is included in accrued liabilities in the consolidated balance sheet, and posted collateral of $51 million, which is included in other assets in 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, 2017.
Non-derivative Financial Instrument Designated as a Net Investment Hedge
As of September 30, 2017, the Company had designated $1.2 billion of its euro-denominated deferred cash consideration liability, a non-derivative financial instrument, as a hedge against a portion of the foreign currency exchange rate exposure of the Company's euro-denominated net investment of $18.8 billion in Visa Europe. During fiscal 2017, changes in the euro exchange rate against the U.S. dollar resulted in net foreign currency translation adjustments of $1.1 billion.
Enterprise-wide Disclosures and Concentration of Business
Enterprise-wide Disclosures and Concentration of Business
Note 12—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,
2017
 
September 30,
2016
 
(in millions)
United States
$
2,003

 
$
1,827

International
250

 
323

Total
$
2,253

 
$
2,150

 
Revenue by geographic market is primarily based on the location of the issuing financial institution. Revenues earned in the United States were approximately 47% of net operating revenues in fiscal 2017, 52% in fiscal 2016 and 53% in fiscal 2015. No individual country, other than the United States, generated more than 10% of net 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 2017, 2016 or 2015.
Stockholders' Equity
Stockholders' Equity
The following table sets forth the activities related to VE territory covered losses in preferred stock and "right to recover for covered losses" within equity during the year ended September 30, 2017. VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 19—Legal Matters.
 
Preferred Stock
 
Right to Recover for Covered Losses
 
UK&I
 
Europe
 
 
(in millions)
Balance as of September 30, 2016
$
2,516

 
$
3,201

 
$
(34
)
VE territory covered losses incurred
—

 
—

 
(209
)
Recovery through conversion rate adjustment
(190
)
 
(1
)
 
191

Balance as of September 30, 2017
$
2,326

 
$
3,200

 
$
(52
)
Note 13—Stockholders' Equity
Visa Europe acquisition. In connection with the Visa Europe acquisition, three new series of preferred stock of the Company were created. Upon issuance, all of the preferred stock participate on an as-converted basis in regular quarterly cash dividends declared on the Company's class A common stock. Additionally, Visa Europe held shares of Visa Inc.'s class C common stock, which were treated as treasury stock in purchase accounting. During fiscal 2017, the newly-formed Visa Foundation received all Visa Inc. shares that were previously recorded as treasury stock. See Note 2—Visa Europe and Note 18—Income Taxes
Class A common stock split. In January 2015, Visa’s board of directors declared a four-for-one split of its class A common stock. Each class A common stockholder as of the record date received a dividend of three additional shares for every share held as of the record date. Holders of class B and C common stock did not receive a stock dividend. Instead, the conversion rate for class B common stock increased to 1.6483 shares of class A common stock per share of class B common stock, and the conversion rate for class C common stock increased to 4.0 shares of class A common stock per share of class C common stock. Immediately following the split, the class A, B and C stockholders retained the same relative ownership percentages that they had prior to the stock split. All per share amounts and number of shares outstanding in these consolidated financial statements and accompanying notes are presented on a post-split basis. As a result of the stock split, all historical per share data and number of shares outstanding presented have been retroactively adjusted.
As-converted class A common stock. The UK&I and Europe preferred stock, issued in the Visa Europe acquisition, is convertible upon certain conditions into shares of class A common stock or class A equivalent preferred stock, at an initial conversion rate of 13.952 shares of class A common stock for each share of UK&I preferred stock and Europe preferred stock. The conversion rates may be reduced from time to time to offset certain liabilities. See Note 2—Visa Europe and Note 3—U.S. and Europe Retrospective Responsibility Plans.
The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis at September 30, 2017, are as follows:
(in millions, except conversion rate)
Shares
Outstanding
 
Conversion Rate Into Class A Common Stock
 
As-converted Class A Common Stock (1)
UK&I preferred stock
2

 
13.0770

 
32

Europe preferred stock
3

 
13.9480

 
44

Class A common stock (2)
1,818

 
—

 
1,818

Class B common stock
245

 
1.6483

(3) 
405

Class C common stock
13

 
4.0000

 
51

Total
 
 
 
 
2,350


(1) 
Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.
(2) 
Class A common stock shares outstanding reflect repurchases settled on or before September 30, 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.
Reduction in as-converted shares. During fiscal 2017, total as-converted class A common stock was reduced by 79 million shares at an average price of $89.92 per share. Of the 79 million shares, 77 million were repurchased in the open market using $6.9 billion of operating cash on hand. Additionally, the Company recovered $191 million of VE territory covered losses in accordance with the Europe retrospective responsibility plan. The recovery has the same economic effect on earnings per share as repurchasing the Company's class A common stock, because it reduces the UK&I and Europe preferred stock conversion rates and consequently, the as-converted class A common stock share count. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
The following table presents share repurchases in the open market during the following fiscal years(1):
(in millions, except per share data)
2017
 
2016
Shares repurchased in the open market(2)
77

 
91

Average repurchase price per share(3)
$
89.98

 
$
77.05

Total cost
$
6,891

 
$
6,987


(1) 
Shares repurchased in the open market reflect repurchases settled during fiscal 2017. These amounts include repurchases traded but not yet settled on or before September 30, 2016 for fiscal 2017 or September 30, 2015 for fiscal 2016 and exclude repurchases traded but not yet settled on or before September 30, 2017 for fiscal 2017 or September 30, 2016 for fiscal 2016.
(2) 
All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
(3) 
Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.
In April 2017, the Company's board of directors authorized an additional $5.0 billion share repurchase program. As of September 30, 2017, the share repurchase program had remaining authorized funds of $3.9 billion. All share repurchase programs authorized prior to April 2017 have been completed.
Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the UK&I and Europe preferred stock. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
The following table presents as-converted UK&I and Europe preferred stock, after the Company recovered VE territory covered losses through conversion rate adjustments, for fiscal 2017. There was no comparable adjustment recorded for Europe preferred stock during fiscal 2016.
 
UK&I Preferred Stock
 
Europe Preferred Stock
(in millions, except per share and conversion rate data)
2017
 
2017
Reduction in equivalent number of shares of class A common stock
2

 
—

(1) 
Effective price per share (2)
$
88.70

 
$
85.01

 
Recovery through conversion rate adjustment
$
190

 
$
1

 
(1) 
The reduction in equivalent number of shares of class A common stock was less than one million shares.
(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.
Class B common stock. The class B common stock is not convertible or transferable until the date on which all of the U.S. 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 U.S. 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 U.S. covered litigation and the release of funds remaining on deposit in the U.S. litigation escrow account to the Company resulting in a corresponding increase in the conversion rate. There were no deposits into the U.S. litigation escrow account in fiscal 2017 or 2016. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
Class C common stock. As of September 30, 2017, all of the shares of class C common stock have been released from transfer restrictions. A total of 139 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 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 5 million shares of UK&I and Europe preferred stock outstanding at the end of fiscal 2017 and 2016. The shares of UK&I and Europe preferred stock are subject to restrictions on transfer and may become convertible in stages based on developments in the VE territory covered litigation. The shares of UK&I and Europe preferred stock will become fully convertible on the 12th anniversary of the Closing, subject only to a holdback to cover any then-pending claims. Upon any such conversion of the UK&I or Europe preferred stock (whether by such 12th anniversary, or thereafter with respect to claims pending on such anniversary), the holder would receive either class A common stock or class A equivalent preferred stock (for those who are not eligible to hold class A common stock pursuant to the Company's charter). The class A equivalent preferred stock will be freely transferable and each share of class A equivalent preferred stock will automatically convert into 100 shares of class A common stock upon a transfer to any holder that is eligible to hold class A common stock under the charter. See Note 2—Visa Europe and Note 3—U.S. and Europe Retrospective Responsibility Plans.
Voting rights. The holders of the UK&I and Europe preferred stock have no right to vote on any matters, except for certain defined matters, including, in specified circumstances, any consolidation, merger, combination or similar transaction of the Company in which the preferred stockholders would either (i) receive shares of common stock or other equity securities of the Company with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock or (ii) receive securities, cash or other property that is different from what the Company's class A common stockholders would receive. With respect to these limited matters on which the holders of preferred stock may vote, approval by the preferred stockholders requires the affirmative vote of the outstanding voting power of each such series of preferred stock, each such series voting as a single class. In either case, the UK&I and Europe preferred stockholders are entitled to cast a number of votes equal to the number of shares held by each such holder. Holders of the class A equivalent preferred stock, upon issuance at conversion, will have similar voting rights to the rights of the holders of the UK&I and Europe preferred stock.
Class A common stockholders have the right to vote on all matters on which stockholders generally are entitled to vote. Class B and C common stockholders have no right to vote on any matters, except for certain defined matters, including (i) any decision to exit the core payments business, in which case the class B and C common stockholders will vote together with the class A common stockholders in a single class, and (ii) in specified circumstances, any consolidation, merger, combination or similar transaction of the Company, in which case the class B and C common stockholders will vote together as a single class. In either case, the class B and C common stockholders are entitled to cast a number of votes equal to the number of shares of class B or C common stock held multiplied by the applicable conversion rate in effect on the record date. Holders of the Company's common stock have no right to vote on any amendment to the current certificate of incorporation that relates solely to any series of preferred stock.
Dividends declared. The Company declared and paid $1.6 billion in dividends in fiscal 2017 at a quarterly rate of $0.165 per share. In October 2017, the Company’s board of directors declared a quarterly cash dividend of $0.195 per share of class A common stock (determined in the case of class B and C common stock and UK&I and Europe preferred stock on an as-converted basis), which will be paid on December 5, 2017, to all holders of record of the Company’s common and preferred stock as of November 17, 2017.
Earnings Per Share
Earnings Per Share
Note 14—Earnings Per Share
Basic earnings per share is computed by dividing net income available to each class by the weighted-average number of shares of common stock outstanding and participating securities during the period. Net income is allocated to each class of common stock and participating securities based on its proportional ownership on an as-converted basis. The weighted-average number of shares of each class of common stock outstanding reflects changes in ownership over the periods presented. See Note 13—Stockholders' Equity.
Diluted earnings per share is computed by dividing net income available by the weighted-average number of shares of common stock outstanding, participating securities and, if dilutive, potential class A common stock equivalent shares outstanding during the period. Dilutive class A common stock equivalents may consist of: (1) shares of class A common stock issuable upon the conversion of UK&I and Europe preferred stock and class B and C common stock based on the conversion rates in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options, the assumed purchase of stock under the Employee Stock Purchase Plan and the assumed vesting of unearned performance shares.
The following table presents earnings per share for fiscal 2017.(1) 
 
Basic Earnings Per Share
 
 
Diluted Earnings Per Share
 
(in millions, except per share data)
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
 
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
Class A common stock
$
5,170

 
1,845

 
$
2.80

 
 
$
6,699

 
2,395

(3) 
$
2.80

Class B common stock
1,134

 
245

 
$
4.62

 
 
$
1,132

 
245

 
$
4.61

Class C common stock
163

 
14

 
$
11.21

 
 
$
162

 
14

 
$
11.19

Participating securities(4)
232

 
Not presented

 
Not presented

 
 
$
232

 
Not presented

 
Not presented

Net income
$
6,699

 
 
 
 
 
 
 
 
 
 
 
The following table presents earnings per share for fiscal 2016.(1) 
 
Basic Earnings Per Share
 
 
Diluted Earnings Per Share
 
(in millions, except per share data)
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
 
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
Class A common stock
$
4,738

 
1,906

 
$
2.49

 
 
$
5,991

 
2,414

(3) 
$
2.48

Class B common stock
1,006

 
245

 
$
4.10

 
 
$
1,004

 
245

 
$
4.09

Class C common stock
185

 
19

 
$
9.94

 
 
$
185

 
19

 
$
9.93

Participating securities(4)
62

 
Not presented

 
Not presented

 
 
$
61

 
Not presented

 
Not presented

Net income
$
5,991

 
 
 
 
 
 
 
 
 
 
 
The following table presents earnings per share for fiscal 2015.(1) 
 
Basic Earnings Per Share
 
 
Diluted Earnings Per Share
 
(in millions, except per share data)
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
 
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
Class A common stock
$
5,044

 
1,954

 
$
2.58

 
 
$
6,328

 
2,457

(3) 
$
2.58

Class B common stock
1,045

 
245

 
$
4.26

 
 
$
1,042

 
245

 
$
4.25

Class C common stock
224

 
22

 
$
10.33

 
 
$
223

 
22

 
$
10.30

Participating securities(4)
15

 
Not presented

 
Not presented

 
 
$
15

 
Not presented

 
Not presented

Net income
$
6,328

 
 
 
 
 
 
 
 
 
 
 

(1)
Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers. The number of shares and per share amounts for the prior periods presented have been retroactively adjusted to reflect the four-for-one stock split effected in the second quarter of fiscal 2015. See Note 13—Stockholders' Equity.
(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 fiscal 2017, 2016 and 2015. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 58 million, 75 million and 87 million for fiscal 2017, 2016 and 2015, respectively. The weighted-average number of shares of preferred stock, included within participating securities, was 33 million of as-converted UK&I preferred stock, and 44 million of as-converted Europe preferred stock for fiscal 2017.
(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 5 million common stock equivalents for fiscal 2017 and 2016 and 6 million common stock equivalents for fiscal 2015, because their effect would have been dilutive. The computation excludes 2 million of common stock equivalents for fiscal 2017, 2016 and 2015, 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. UK&I and Europe preferred stock were issued as part of the purchase price consideration in connection with the Visa Europe acquisition and are convertible into a number of shares of class A common stock or class A equivalent preferred stock upon certain conditions. Participating securities' income is allocated based on the weighted-average number of shares of as-converted stock. See Note 2—Visa Europe and Note 13—Stockholders' Equity.
Share-based Compensation
Share-based Compensation
Note 15—Share-based Compensation
2007 Equity Incentive Compensation Plan
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 236 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. Awards may be granted under the plan until January 31, 2022.
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 2017, 2016 and 2015, the Company recorded share-based compensation cost related to the EIP of $224 million, $211 million and $184 million, respectively, in personnel expense on its consolidated statements of operations. The related tax benefits were $67 million, $62 million and $54 million for fiscal 2017, 2016 and 2015, respectively. The amount of capitalized share-based compensation cost was immaterial during fiscal 2017, 2016 and 2015.
All per share amounts and number of shares outstanding presented below reflect the four-for-one stock split that was effected in the second quarter of fiscal 2015. See Note 13—Stockholders' Equity.
Options
Options issued under the EIP expire 10 years from the date of grant and primarily vest ratably over 3 years from the date of grant, subject to earlier vesting in full under certain conditions.
During fiscal 2017, 2016 and 2015, 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:
 
 
2017
 
2016
 
2015
Expected term (in years)(1)
 
4.23

 
4.35

 
4.55

Risk-free rate of return(2)
 
1.6
%
 
1.5
%
 
1.5
%
Expected volatility(3)
 
20.2
%
 
21.7
%
 
22.0
%
Expected dividend yield(4)
 
0.8
%
 
0.7
%
 
0.8
%
Fair value per option granted
 
$
13.90

 
$
15.01

 
$
12.04


(1) 
This 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 2017 was approximately 87% and 13%, respectively, and 77% and 23% in fiscal 2016, respectively and 67% and 33% in fiscal 2015, respectively.
(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. The expected volatility was 20% in fiscal 2017 and ranged from 20% to 23% in fiscal 2016 and 21% to 23% in fiscal 2015.
(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 2017:
 
Options
 
Weighted-
Average
Exercise Price
Per Share
 
Weighted-
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value (1)
(in millions)
Outstanding at October 1, 2016
8,876,484

 
$
38.42

 
 
 
 
Granted
1,671,344

 
$
80.82

 
 
 
 
Forfeited
(386,136
)
 
$
75.01

 
 
 
 
Exercised
(3,045,816
)
 
$
29.62

 
 
 
 
Outstanding at September 30, 2017
7,115,876

 
$
50.17

 
5.4
 
$392
Options exercisable at September 30, 2017
4,463,008

 
$
33.39

 
3.6
 
$321
Options exercisable and expected to vest at September 30, 2017(2)
6,773,571

 
$
48.73

 
5.3
 
$383
(1) 
Calculated using the closing stock price on the last trading day of fiscal 2017 of $105.24, less the option exercise price, multiplied by the number of instruments.
(2) 
Applies a forfeiture rate to unvested options outstanding at September 30, 2017 to estimate the options expected to vest in the future.
For the options exercised during fiscal 2017, 2016 and 2015, the total intrinsic value was $178 million, $103 million and $134 million, respectively, and the tax benefit realized was $62 million, $35 million and $86 million, respectively. As of September 30, 2017, there was $19 million of total unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of approximately 0.4 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 company discontinued granting RSAs in fiscal 2016 but will continue to grant RSUs under the EIP.
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 2015 was $63.71. No RSAs were granted during fiscal 2017 and 2016. The weighted-average grant-date fair value of RSUs granted during fiscal 2017, 2016 and 2015 was $81.67, $79.77 and $62.88, respectively. The total grant-date fair value of RSAs and RSUs vested during fiscal 2017, 2016 and 2015 was $163 million, $142 million and $132 million, respectively.
The following table summarizes the Company's RSA and RSU activity for fiscal 2017:
 
Restricted Stock
 
Weighted-
Average
Grant Date
Fair Value
 
Weighted-
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value (1)
(in millions)
 
Awards
 
Units
 
RSA
 
RSU
 
RSA
 
RSU
 
RSA
 
RSU
Outstanding at October 1, 2016
1,766,582

 
3,146,954

 
$
59.26

 
$
75.48

 
 
 
 
 
 
 
 
Granted
—

 
3,268,327

 
$
—

 
$
81.67

 
 
 
 
 
 
 
 
Vested
(1,210,176
)
 
(1,299,187
)
 
$
57.37

 
$
72.20

 
 
 
 
 
 
 
 
Forfeited
(90,399
)
 
(442,393
)
 
$
61.90

 
$
79.34

 
 
 
 
 
 
 
 
Outstanding at September 30, 2017
466,007

 
4,673,701

 
$
63.37

 
$
80.37

 
0.2
 
1.6
 
$49
 
$492
(1) 
Calculated by multiplying the closing stock price on the last trading day of fiscal 2017 of $105.24 by the number of instruments.
At September 30, 2017, there was $7 million and $215 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 0.2 years for RSAs and 1.6 years for RSUs.
Performance-based Shares
The following table summarizes the maximum number of performance-based shares which could be earned and related activity for fiscal 2017:
 
Shares
 
Weighted-
Average
Grant Date
Fair Value
 
Weighted-
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value (1)
(in millions)
Outstanding at October 1, 2016
1,042,012

 
$
78.24

 
 
 
 
Granted(2)
634,651

 
$
86.37

 
 
 
 
Vested and earned
(345,797
)
 
$
72.50

 
 
 
 
Unearned
(97,531
)
 
$
72.50

 
 
 
 
Forfeited
(295,660
)
 
$
85.13

 
 
 
 
Outstanding at September 30, 2017
937,675

 
$
84.20

 
1.0
 
$98
(1) 
Calculated by multiplying the closing stock price on the last trading day of fiscal 2017 of $105.24 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 2017, 2016 and 2015 was $86.37, $92.71 and $69.78 per share, respectively. Earned performance shares granted in fiscal 2017, 2016 and 2015 vest approximately three 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, 2017, there was $33 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 1.0 years.
Employee Stock Purchase Plan
In January 2015, the Company's class A stockholders approved the Visa Inc. Employee Stock Purchase Plan (the “ESPP”), under which substantially all employees are eligible to participate. The ESPP permits eligible employees to purchase the Company’s class A common stock at a 15% discount of the stock price on the purchase date, subject to certain restrictions. A total of 20 million shares of class A common stock have been reserved for issuance under the ESPP. The first offering date was April 1, 2015. ESPP did not have a material impact on the consolidated financial statements in fiscal 2017, 2016 or 2015.
Commitments and Contingencies
Commitments and Contingencies
Note 16—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 $159 million, $134 million and $136 million in fiscal 2017, 2016 and 2015, respectively. Future minimum payments on leases, and marketing and sponsorship agreements per fiscal year, at September 30, 2017, are as follows:
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
 
(in millions)
Operating leases
$
155

 
$
119

 
$
68

 
$
64

 
$
57

 
$
163

 
$
626

Marketing and sponsorships
124

 
123

 
112

 
40

 
33

 
—

 
432

Total
$
279

 
$
242

 
$
180

 
$
104

 
$
90

 
$
163

 
$
1,058

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 product acceptance and win merchant routing transactions. These agreements, with terms ranging from one year to sixteen years, can provide card issuance and/or conversion support, volume/growth targets and marketing and program support based on specific performance requirements.
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.
The table below sets forth the estimated expected future reduction of revenue per fiscal year for client incentive agreements in effect at September 30, 2017: 
(in millions)
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Client incentives
$
5,049

 
$
4,654

 
$
4,117

 
$
3,658

 
$
3,102

 
$
5,080

 
$
25,660


The amount of client incentives that will be recorded as a reduction of revenue in future periods under the Company's incentive agreements is unknowable due to the inherent unpredictability of payment and transaction volume, and will likely change materially from the estimates above due to changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts. Increases in client incentive payments are generally driven by increases in payment and transaction volume and hence, an associated increase in revenue. As a result, in the event client incentives exceed the above estimates, it is not expected to have a material effect on the Company's financial condition, results of operations or cash flows.
Deferred purchase consideration. On June 21, 2016, the Company acquired 100% of the share capital of Visa Europe. In connection with the purchase, the Company will pay an additional €1.0 billion, plus 4% compound annual interest, on the third anniversary of the Closing. See Note 2—Visa Europe.
Related Parties
Related Parties
Note 17—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, 2017 and 2016, no entity owned more than 10% of the Company’s total voting common stock. There were no significant transactions with related parties during fiscal 2017, 2016 and 2015.
Income Taxes
Income Taxes
Note 18—Income Taxes
The Company’s income before taxes by fiscal year consisted of the following:
 
2017
 
2016
 
2015
 
(in millions)
U.S.
$
8,440

 
$
5,839

 
$
7,214

Non-U.S.
3,254

 
2,173

 
1,781

Total income before taxes
$
11,694

 
$
8,012

 
$
8,995


U.S. income before taxes included $2.9 billion, $2.5 billion and $2.4 billion of the Company's U.S. entities' income from operations outside of the U.S. for fiscal 2017, 2016 and 2015, respectively.
Income tax provision by fiscal year consisted of the following:
 
2017
 
2016
 
2015
 
(in millions)
Current:
 
 
 
 
 
U.S. federal
$
2,377

 
$
2,250

 
$
1,991

State and local
291

 
181

 
168

Non-U.S.
629

 
368

 
300

Total current taxes
3,297

 
2,799

 
2,459

Deferred:
 
 
 
 
 
U.S. federal
1,607

 
(508
)
 
181

State and local
66

 
(63
)
 
1

Non-U.S.
25

 
(207
)
 
26

Total deferred taxes
1,698

 
(778
)
 
208

Total income tax provision
$
4,995

 
$
2,021

 
$
2,667


The tax effect of temporary differences that give rise to significant portions of deferred tax assets and liabilities at September 30, 2017 and 2016, are presented below:
 
2017
 
2016
 
(in millions)
Deferred Tax Assets:
 
 
 
Accrued compensation and benefits
$
194

 
$
277

Comprehensive loss
29

 
106

Accrued litigation obligation
373

 
373

Client incentives
272

 
266

Net operating loss carryforwards
45

 
32

Federal benefit of state taxes
236

 
195

Federal benefit of foreign taxes
—

 
1,214

Other
193

 
280

Valuation allowance
(35
)
 
(31
)
Deferred tax assets
1,307

 
2,712

Deferred Tax Liabilities:
 
 
 
Property, equipment and technology, net
(391
)
 
(278
)
Intangible assets
(6,756
)
 
(7,013
)
Foreign taxes
(59
)
 
(106
)
Other
—

 
(101
)
Deferred tax liabilities
(7,206
)
 
(7,498
)
Net deferred tax liabilities
$
(5,899
)
 
$
(4,786
)

In February 2017, the Company completed a reorganization of Visa Europe and certain other legal entities to align the Company's corporate structure to the geographic jurisdictions in which it conducts business operations. As a result of the reorganization, the Company recorded a $1.5 billion non-recurring, non-cash income tax provision primarily related to the elimination of deferred tax balances originally recognized upon the acquisition of Visa Europe in fiscal 2016. The increase in net deferred tax liabilities reflects the elimination of the deferred tax balances.
At September 30, 2017 and 2016, net deferred tax assets of $81 million and $22 million, respectively, are reflected in other assets on the consolidated balance sheets.
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 2017 and 2016 valuation allowances relate primarily to foreign net operating losses from subsidiaries acquired in recent years. 
As of September 30, 2017, the Company had $42 million federal, $27 million state and $140 million foreign net operating loss carryforwards. The federal and state net operating loss carryforwards will expire in fiscal 2026 through 2037. The foreign net operating loss may be carried forward indefinitely. The Company expects to fully utilize the federal and state net operating loss carryforwards in future years.
As of September 30, 2017, the Company had $30 million of federal foreign tax credit carryforwards, which will expire in fiscal 2027. 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:
 
For the Years Ended September 30,
 
2017
 
2016
 
2015
 
Dollars
 
Percent
 
Dollars
 
Percent
 
Dollars
 
Percent
 
(in millions, except percentages)
U.S. federal income tax at statutory rate
$
4,093

 
35
 %
 
$
2,804

 
35
 %
 
$
3,148

 
35
 %
State income taxes, net of federal benefit
200

 
2
 %
 
135

 
2
 %
 
194

 
2
 %
Non-U.S. tax effect, net of federal benefit
(641
)
 
(5
)%
 
(553
)
 
(7
)%
 
(327
)
 
(4
)%
Reorganization of Visa Europe and other legal entities
1,515

 
13
 %
 
—

 
—
 %
 
—

 
—
 %
Remeasurement of deferred tax liability
—

 
—
 %
 
(88
)
 
(1
)%
 
—

 
—
 %
Reversal of prior years tax reserves related to the resolution of uncertain tax positions
—

 
—
 %
 
—

 
—
 %
 
(239
)
 
(2
)%
Revaluation of Visa Europe put option
—

 
—
 %
 
(89
)
 
(1
)%
 
—

 
—
 %
Other, net
(172
)
 
(2
)%
 
(188
)
 
(3
)%
 
(109
)
 
(1
)%
Income tax provision
$
4,995

 
43
 %
 
$
2,021

 
25
 %
 
$
2,667

 
30
 %

As mentioned above, the February 2017 reorganization of Visa Europe and certain other legal entities resulted in a non-recurring, non-cash income tax provision of $1.5 billion primarily related to the elimination of deferred tax balances. Associated with this reorganization, the newly-formed Visa Foundation received all Visa Inc. shares held by Visa Europe that were previously recorded as treasury stock.
The effective income tax rate was 43% in fiscal 2017 and 25% in fiscal 2016. The effective tax rate in fiscal 2017 differs from the effective tax rate in fiscal 2016 primarily due to:
•
the aforementioned $1.5 billion non-recurring, non-cash income tax provision related to the legal entity reorganization recorded in fiscal 2017;
•
$71 million tax benefit related to Visa Foundation's receipt of Visa Inc. shares mentioned above, recorded in fiscal 2017;
•
$70 million of excess tax benefits related to share-based payments recorded in fiscal 2017, as a result of the early adoption of Accounting Standards Update 2016-09. See Note 1—Summary of Significant Accounting Policies; and
•
the absence of:
▪
the effect of one-time items related to the Visa Europe acquisition recorded during fiscal 2016, the most significant of which was the $1.9 billion U.S. loss related to the effective settlement of the Framework Agreement between Visa and Visa Europe. These one-time items impacted the geographic mix of global income, resulting in a reduced effective tax rate in fiscal 2016;
▪
an $88 million one-time tax benefit due to the remeasurement of deferred tax liabilities as a result of the reduction in the UK tax rate enacted in fiscal 2016; and
▪
the non-taxable $255 million revaluation of the Visa Europe put option recorded in fiscal 2016.
The effective income tax rate was 25% in fiscal 2016 and 30% in fiscal 2015. The effective tax rate in fiscal 2016 differs from the effective tax rate in fiscal 2015 primarily due to:
•
the effect of one-time items related to the Visa Europe acquisition, as mentioned above, that impacted the geographic mix of global income resulting in a reduced effective tax rate in fiscal 2016;
•
an $88 million one-time tax benefit due to the remeasurement of deferred tax liabilities as a result of the reduction in the UK tax rate enacted in fiscal 2016;
•
the non-taxable $255 million revaluation of the Visa Europe put option recorded in fiscal 2016; and
•
the absence of a $296 million tax benefit recognized in fiscal 2015 resulting from the resolution of uncertain tax positions with taxing authorities. Included in the $296 million was a one-time $239 million tax benefit that related to prior fiscal years.
Current income taxes receivable were $148 million and $232 million at September 30, 2017 and 2016, respectively. Non-current income taxes receivable of $755 million and $731 million were included in other assets at September 30, 2017 and 2016, respectively. At September 30, 2017 and 2016, income taxes payable of $243 million and $153 million, respectively, were included in accrued income taxes as part of accrued liabilities, and accrued income taxes of $1.1 billion and $911 million, respectively, were included in other long-term liabilities. See Note 7—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 $12.9 billion at September 30, 2017. 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 $252 million, $235 million and $192 million, and the benefit of the tax incentive agreement on diluted earnings per share was $0.11, $0.10 and $0.08 in fiscal 2017, 2016 and 2015, 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, 2017 and 2016, the Company’s total gross unrecognized tax benefits were $1.4 billion and $1.2 billion, respectively, exclusive of interest and penalties described below. Included in the $1.4 billion and $1.2 billion are $1.1 billion and $926 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: 
 
2017
 
2016
 
(in millions)
Beginning balance at October 1
$
1,160

 
$
1,051

Increases of unrecognized tax benefits related to prior years
56

 
153

Decreases of unrecognized tax benefits related to prior years
(59
)
 
(180
)
Increases of unrecognized tax benefits related to current year
197

 
138

Reductions related to lapsing statute of limitations
(1
)
 
(2
)
Ending balance at September 30
$
1,353

 
$
1,160

It is the Company’s policy to account for interest expense and penalties related to uncertain tax positions in non-operating expense in its consolidated statements of operations. The Company recognized $23 million and $15 million of interest expense in fiscal 2017 and 2016, respectively, and reversed $6 million of interest expense in fiscal 2015, related to uncertain tax positions. The Company accrued $1 million, $3 million and $1 million of penalties in fiscal 2017, 2016 and 2015, respectively, related to uncertain tax positions. At September 30, 2017 and 2016, the Company had accrued interest of $84 million and $61 million, respectively, and accrued penalties of $34 million and $17 million, respectively, related to uncertain tax positions in its other long-term liabilities. At September 30, 2017 and 2016, accrued interest and penalties balances included amounts related to the Visa Europe acquisition and measurement period adjustments.
The Company's fiscal 2009 through 2012 U.S. federal income tax returns are currently under Internal Revenue Service (IRS) examination. The Company has filed a federal refund claim for fiscal year 2008, which is also currently under IRS examination. Except for the refund claim, the federal statutes of limitations have expired for fiscal years prior to 2009. The Company's fiscal years 2006 through 2011 California tax returns are currently under examination. 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 its examination, the CRA also proposed certain assessments to the Company's fiscal 2010 through 2016 Canadian tax returns. The Company filed notices of objection against these assessments and, in fiscal 2015, completed the appeals process without reaching a settlement with the CRA. In April 2016, the Company petitioned the Tax Court of Canada to overturn the CRA's assessments. Legal proceedings continue to be in progress. The Company continues to believe 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.
Legal Matters
Legal Matters
Note 19—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 2017
 
Fiscal 2016
 
(in millions)
Balance at October 1
$
981

 
$
1,024

Provision for uncovered legal matters
19

 
2

Accrual for VE territory covered litigation
186

 
2

Payments on legal matters
(204
)
 
(47
)
Balance at September 30
$
982

 
$
981


Accrual Summary—U.S. Covered Litigation
Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. See Note 3—U.S. and Europe Retrospective Responsibility Plans. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance.
The following table summarizes the activity related to U.S. covered litigation.
 
Fiscal 2017
 
Fiscal 2016
 
(in millions)
Balance at October 1
$
978

 
$
1,023

Payments on U.S. covered litigation
—

 
(45
)
Balance at September 30
$
978

 
$
978


On January 14, 2014, the MDL 1720 court entered a final judgment order approving a settlement with class plaintiffs in the interchange multidistrict litigation proceedings. As a result of appeals brought by certain merchants, however, the final judgment order was reversed by the court of appeals on June 30, 2016, and the case was remanded to the MDL 1720 court for further proceedings. Subsequently, on March 3, 2017, the MDL 1720 court ordered, among other things, that the deadline to terminate the class settlement agreement be modified to extend indefinitely and that the settlement funds continue to be administered by the settlement escrow agent until such time as the settlement agreement is finally terminated. See further discussion below under Interchange Multidistrict Litigation (MDL) – Putative Class Actions. Visa initially made a payment of approximately $4.0 billion from the U.S. litigation escrow account into the settlement fund pursuant to the class settlement agreement. Thereafter, on January 27, 2014, Visa received and deposited into the Company's U.S. litigation escrow account "takedown payments" of approximately $1.1 billion, which Visa was entitled to receive under the class settlement agreement based on payment card sales volume attributable to merchants who opted out of the 2012 class settlement agreement. The deposit into the U.S. litigation escrow account and a related increase in accrued litigation to address "opt-out" claims were recorded in the second quarter of fiscal 2014. An additional accrual of $450 million associated with these opt-out claims was recorded in the fourth quarter of fiscal 2014. Payments totaling $528 million were made from fiscal 2014 through 2017 from the U.S. litigation escrow account reflecting settlements with a number of individual merchants that had opted out of the class settlement, resulting in an accrued balance of $978 million related to U.S. covered litigation as of September 30, 2017. See further discussion below under Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions and Note 3—U.S. and Europe Retrospective Responsibility Plans.
Accrual Summary—VE Territory Covered Litigation
Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through a periodic adjustment to the conversion rates applicable to the UK&I preferred stock and Europe preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders' equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 3—U.S. and Europe Retrospective Responsibility Plans.
The following table summarizes the activity related to VE territory covered litigation.
 
Fiscal 2017
 
Fiscal 2016
 
(in millions)
Balance at October 1
$
2

 
$
—

Accrual for VE territory covered litigation
186

 
2

Payments on VE territory covered litigation
(187
)
 
—

Balance at September 30
$
1

 
$
2

Interchange Multidistrict Litigation (MDL) – Putative Class Actions
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 certain individual merchants whose claims were consolidated with the MDL signed a settlement agreement to resolve their claims against the Company for approximately $350 million. This payment was made from the U.S. 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 "2012 Settlement Agreement") to resolve the class plaintiffs' claims. The terms of the 2012 Settlement Agreement included, among other terms, (1) a comprehensive release of claims asserted in the litigation and protection against future litigation regarding default interchange and other U.S. rules; (2) settlement payments from the Company of approximately $4.0 billion and a further distribution of 10 basis points of default interchange for an eight-month period; (3) certain modifications to the Company's rules, including modifications to permit surcharging on credit transactions under certain circumstances; and (4) the Company's agreement to meet with merchant buying groups that seek to collectively negotiate interchange rates. On December 10, 2012, Visa paid approximately $4.0 billion from the U.S. litigation escrow account into a settlement fund established pursuant to the 2012 Settlement Agreement.
On January 14, 2014, the court entered a final judgment order approving the settlement, from which a number of objectors appealed. On June 30, 2016, the U.S. Court of Appeals for the Second Circuit vacated the lower court's certification of the merchant class and reversed the approval of the settlement. The Second Circuit determined that the class plaintiffs were inadequately represented, and remanded the case to the lower court for further proceedings not inconsistent with its decision. On November 23, 2016, class plaintiffs that signed the 2012 Settlement Agreement filed a petition for writ of certiorari with the U.S. Supreme Court seeking review of the Second Circuit's decision. The Supreme Court denied the petition on March 27, 2017.
On November 30, 2016, the district court entered an order appointing interim counsel for two putative classes of plaintiffs, a “Damages Class” and an “Injunctive Relief Class.” Following the district court’s order, on February 8, 2017, plaintiffs purporting to act on behalf of the putative Damages Class sought leave to file a Third Consolidated Amended Class Action Complaint. The complaint sought money damages alleged to range in the tens of billions of dollars (subject to trebling), as well as attorneys' fees and injunctive relief, and named as defendants Visa Inc., Visa U.S.A., Visa International, MasterCard Incorporated and MasterCard International Incorporated, and certain U.S. financial institutions. The plaintiffs asserted that the proposed complaint updated, among other things, claims for damages and accounted for industry developments. Defendants opposed the Damages Class plaintiffs’ motion on March 10, 2017. On September 27, 2017, the magistrate judge granted in part and denied in part the motion seeking leave to amend the complaint, and plaintiffs objected to the portions of the magistrate judge's order denying their motion on October 23, 2017. Plaintiffs filed the Third Consolidated Amended Class Action Complaint on October 27, 2017.
A new group of purported class plaintiffs, acting on behalf of the putative Injunctive Relief Class, filed a class action complaint seeking declaratory and injunctive relief, as well as attorneys’ fees. That complaint seeks, among other things, an injunction against: the setting of default interchange rates; certain Visa rules relating to merchants, including the honor-all-cards rule; and various transaction fees, including the fixed acquirer network fee. The complaint names as defendants Visa Inc., MasterCard Incorporated and MasterCard International Incorporated, and certain U.S. financial institutions.

The putative class actions are considered U.S. covered litigation for purposes of the U.S. retrospective responsibility plan. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions
Beginning in May 2013, more than 50 cases have been filed in various federal district courts by hundreds of merchants who had opted out of the damages portion of the 2012 Settlement Agreement, 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. In addition, some of the cases seek an injunction against the setting of default interchange rates; certain Visa rules relating to merchants, including the honor-all-cards rule; and various transaction fees, including the fixed acquirer network fee. One merchant's complaint also asserts that Visa, MasterCard and their member banks conspired to prevent the adoption of chip-and-PIN authentication in the U.S. or otherwise circumvent competition in the debit market. The cases name as defendants Visa Inc., Visa U.S.A., Visa International, MasterCard Incorporated and MasterCard International Incorporated, although some also include certain U.S. financial institutions as defendants. Wal-Mart Stores Inc. and its subsidiaries filed a complaint that also adds Visa Europe Limited and Visa Europe Services Inc. as defendants.
Beginning on February 8, 2017, certain individual merchants filed motions in existing actions in MDL 1720 requesting leave to amend their complaints. The proposed amended complaints, among other things, added claims for injunctive relief and updated claims for damages. As with the Damages Class’s motion, the magistrate judge granted in part and denied in part the motions seeking leave to amend these complaints and, on October 23, 2017, these plaintiffs also objected to the portion of the magistrate judge's order denying their motions. The individual merchants then filed the amended complaints on October 27, 2017. In addition, certain individual merchants have filed new actions in federal court which were subsequently included in MDL 1720.
In addition to the cases filed by individual merchants, 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 2012 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 could seek damages under the 2012 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.
All the cases filed in federal court have been either assigned to the judge presiding over MDL 1720, or have been transferred or are being considered for transfer 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 have been transferred to or otherwise included in MDL 1720 are U.S. covered litigation for purposes of the U.S. retrospective responsibility plan, unless otherwise noted. See Note 3—U.S. and Europe Retrospective Responsibility Plans.

A number of individual merchant actions previously filed have been settled, and remain settled. In addition, following the automatic termination of the settlement agreement with Wal-Mart Stores Inc., Visa and Wal-Mart Stores Inc. entered into a new, unconditional settlement agreement on October 31, 2017. Consequently, as of the filing date, Visa has reached settlement agreements with individual merchants representing approximately 51% of the Visa-branded payment card sales volume of merchants who opted out of the 2012 Settlement Agreement.
Finally, certain merchants filed actions in state courts, generally pursuing claims on allegations similar to those raised in MDL 1720. On July 12, 2016, Broadway Grill, Inc. ("Broadway Grill"), on behalf of itself and a putative class of California merchants that have accepted Visa-branded cards since January 1, 2004, filed a lawsuit against Visa Inc., Visa International and Visa U.S.A. in California state court. On February 17, 2017, a merchant filed a case in Texas state court. Both cases were subsequently removed from their respective state courts to federal district courts and, thereafter, the Judicial Panel on Multidistrict Litigation issued orders transferring the cases to MDL 1720. Both matters are U.S. covered litigation for purposes of the U.S. retrospective responsibility plan. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
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 merchant claims, and such developments could have a material adverse effect on the Company's financial results in the period in which the effect becomes probable and reasonably estimable.
VE Territory Covered Litigation
UK Merchant Litigation
Since July 2013, in excess of 300 Merchants (the capitalized term "Merchant," when used in this section, means a merchant together with subsidiary/affiliate companies that are party to the same claim) have commenced proceedings against Visa Europe, Visa Inc. and Visa International relating to interchange rates in Europe. They seek damages for alleged anti-competitive conduct in relation to one or more of the following types of interchange fees for credit and debit card transactions: UK domestic, Irish domestic, other European domestic, intra-European Economic Area and/or other inter-regional. As of the filing date, Visa Europe, Visa Inc. and Visa International have settled the claims asserted by over 75 Merchants, leaving more than 200 Merchants with outstanding claims.
In November 2016, a trial commenced relating to claims filed by a number of Merchants. All of these Merchants except one settled before the trial concluded in March 2017. A decision is pending with respect to that remaining Merchant. If the Merchant prevails, the amount of any loss it suffered will be determined in a separate trial in the future.
In addition, over 30 additional Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some 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. The Company has learned that several additional European entities have indicated that they may also bring similar claims and the Company anticipates additional claims in the future.
The full scope of damages is not yet known because not all Merchant claims have been served and Visa has substantial defenses. However, the total damages sought in the outstanding claims that have been issued, served and/or preserved likely amounts to more than one billion dollars.
Other Litigation
European Commission Proceedings
Inter-regional Interchange Investigation. Following the issuance of a Statement of Objections in 2009 concerning, among other things, the alleged default application of Visa Inc.'s inter-regional interchange fees to intra-regional and domestic consumer debit and credit card transactions in the European Economic Area (EEA), the European Commission (EC) served a Supplementary Statement of Objections (SSO) on Visa Inc. and Visa International in 2013 and a revised SSO in August 2017. The revised SSO concerns only the application of Visa Inc.'s inter-regional interchange fees to transactions involving Visa consumer debit and credit cards issued outside of the Visa Europe region and used at merchants located within the EEA. The EC continues to claim that inter-regional interchange fees violate EEA competition law and may impose fines in the event that it adopts an infringement decision. The potential amount of any fine cannot be estimated at this time. The Commission may also require Visa to reduce the default inter-regional interchange rates the Company sets, revise the Visa rules or the way in which the Company enforces its rules, or otherwise modify the way the Company does business.
All issues relating to intra-regional or domestic consumer debit and credit card transactions acquired in the EEA were settled by commitments offered by Visa Europe Limited in 2010 and 2014 respectively, and endorsed by the EC. The debit commitments have expired, but the credit commitments apply until March 2018. Following its acquisition of Visa Europe Limited in June 2016, the credit commitments are binding upon Visa Inc.
DCC Investigation. In 2013, the EC opened an investigation against Visa Europe, based on a complaint alleging that Visa Europe's pricing of and rules relating to Dynamic Currency Conversion (DCC) transactions infringe EU competition rules. This investigation is pending.
Canadian Competition Proceedings
Merchant Litigation. Beginning in December 2010, a number of class action lawsuits were filed in Quebec, British Columbia, Ontario, Saskatchewan and Alberta against Visa Canada, MasterCard and ten financial institutions on behalf of merchants that accept payment by Visa and/or MasterCard credit cards. Three separate actions were filed (including one against Visa Canada Corporation and Visa Inc., two MasterCard entities and smaller Canadian issuing banks), but those three cases have been discontinued. The remaining cases allege a violation of Canada's price-fixing law and various common law claims based on separate Visa and MasterCard conspiracies in respect of default interchange and certain of the networks' rules. Five of the named financial institutions have now settled with the plaintiffs, and one of these settlements is awaiting court approval.
On March 26, 2014, the British Columbia Supreme Court, in one of the class action suits noted above, Watson v. Bank of America Corporation, et al., granted the plaintiff's application for class certification in part. On appeal from both the defendants and the plaintiff, the British Columbia Court of Appeal allowed the class proceedings to advance but limited the time period of plaintiff's main price-fixing claim to prior to March 2010. The related lawsuits in Ontario, Alberta, and Saskatchewan have effectively been stayed pending further proceedings in British Columbia. The Quebec case is proceeding to class authorization in November 2017.
On June 2, 2017, Visa executed an agreement with merchant class plaintiffs to settle, on a national basis, the active class actions filed in Quebec, British Columbia, Ontario, Saskatchewan and Alberta. The agreement is subject to final court approval across all of these provinces.
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 Connecticut federal district court, seeking damages, restitution and injunctive relief on the grounds that consumers who made online purchases at merchants were allegedly deceived into incurring charges for services from Webloyalty.com through the unauthorized passing of cardholder account information during the sales transaction ("data pass"), in violation of federal and state consumer protection statutes and common law. On October 15, 2015, the court dismissed the case in its entirety, without leave to replead. Plaintiff filed a notice of appeal on November 12, 2015. On December 20, 2016, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal as to certain claims against Gamestop Corporation, Webloyalty.com, Inc. and Visa, vacated the dismissal as to certain claims against Webloyalty and Gamestop, and remanded the case to the district court for further proceedings on the remaining claims.
U.S. ATM Access Fee Litigation
National ATM Council Class Action. In October 2011, the National ATM Council and thirteen non-bank ATM operators filed a purported 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 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 challenging the rules, later combined, were also filed in October 2011 in the same federal court naming Visa, MasterCard and three financial institutions as defendants. Plaintiffs seek treble damages, restitution, injunctive relief, and attorneys' fees where available under federal and state law, including under Section 1 of the Sherman Act and consumer protection statutes.
These cases are proceeding in the district court.
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.
Pulse Network
On November 25, 2014, Pulse Network LLC filed suit against Visa Inc. in federal district court in Texas. Pulse alleges that Visa has monopolized and attempted to monopolize debit card network services markets. Pulse also alleges that Visa has entered into agreements in restraint of trade, engaged in unlawful exclusive dealing and tying, violated the Texas Free Enterprise and Antitrust Act and engaged in tortious interference with prospective business relationships. Pulse seeks unspecified treble damages, attorneys' fees and injunctive relief, including to enjoin the fixed acquirer network fee structure, Visa's conduct regarding PIN-Authenticated Visa Debit and Visa agreements with merchants and acquirers relating to debit acceptance. On January 23, 2015, Visa filed a motion to dismiss the complaint. On December 17, 2015, the court denied Visa's motion to dismiss the complaint. On August 15, 2017, Visa moved for summary judgment.
New Mexico Attorney General
On December 23, 2014, a case was filed in New Mexico state court by New Mexico's attorney general on behalf of the state, state agencies and citizens of the state, generally pursuing claims on allegations similar to those raised in MDL 1720. On May 15, 2015, defendants filed a partial motion to dismiss, which the court granted in part; the court’s order, among other things, narrowed the state antitrust damages claims.
EMV Chip Liability Shift
Following their initial complaint filed on March 8, 2016, B&R Supermarket, Inc., d/b/a Milam's Market, and Grove Liquors LLC filed an amended class action complaint on July 15, 2016, against Visa Inc., Visa U.S.A., MasterCard, Discover, American Express, EMVCo and certain financial institutions in the U.S. District Court for the Northern District of California. The amended complaint asserts that defendants, through EMVCo, conspired to shift liability for fraudulent, faulty or otherwise rejected payment card transactions from defendants to the purported class of merchants, defined as those merchants throughout the United States who have been subjected to the "Liability Shift" since October 2015. Plaintiffs claim that the so-called "Liability Shift" violates Sections 1 and 3 of the Sherman Act and certain state laws, and seek treble damages, injunctive relief and attorneys' fees.
On September 30, 2016, the court granted motions to dismiss the amended complaint filed by EMVCo and the financial institution defendants, but denied motions to dismiss filed by Visa Inc., Visa U.S.A., MasterCard, American Express and Discover. On March 10, 2017, the plaintiffs filed a motion for class certification. On May 4, 2017, the district court granted a motion to transfer the action to the U.S. District Court for the Eastern District of New York, which has clarified that this case is not part of MDL 1720.
Walmart Acceptance Agreement
On May 10, 2016, Wal-Mart Stores Inc. and various affiliates ("Walmart") filed a lawsuit against Visa U.S.A. in New York County Supreme Court. Walmart seeks a declaratory judgment that certain of its practices related to the acceptance of Visa debit cards did not previously and would not in the future constitute a breach of the acceptance agreement entered into between Walmart and Visa. Walmart also seeks attorneys' fees and a declaratory judgment that certain of Visa's actions violated the same agreement. On June 29, 2016, Visa answered the complaint and filed counterclaims seeking declaratory and injunctive relief, as well as costs and other remedies. In its counterclaims, Visa alleges that certain of Walmart's conduct and practices relating to the acceptance of Visa debit cards constitute a breach of the acceptance agreement and a breach of the implied duty of good faith and fair dealing, and that Walmart fraudulently induced Visa to enter into the acceptance agreement.
In February 2017, the Court granted Walmart’s motion to dismiss Visa’s counterclaim for fraudulent inducement. Thereafter, Walmart filed a motion for summary judgment on its declaratory judgment claim, and Visa subsequently filed a motion to dismiss Walmart's claim. The parties then reached a settlement agreement, and the case has been dismissed.
Kroger
On June 27, 2016, The Kroger Co. ("Kroger") filed a lawsuit against Visa Inc. in the U.S. District Court for the Southern District of Ohio. In its complaint, Kroger seeks a declaratory judgment that certain of Visa's rules related to the acceptance of Visa debit cards are inconsistent with the Dodd-Frank Act. Kroger also seeks damages and other relief related to certain state law claims. On September 29, 2017, the court granted Visa's motion to dismiss Kroger's claims for declaratory judgment but denied Visa’s motion to dismiss Kroger's state law claims for damages and other relief. Kroger subsequently amended its complaint, adding claims for declaratory judgment that certain of its actions or policies did not violate a commercial agreement between Kroger and Visa and seeking other relief under additional state law claims. On November 13, 2017, Visa filed a motion to dismiss the amended complaint.
Nuts for Candy
On April 5, 2017, plaintiff Nuts for Candy, on behalf of itself and a putative class of California merchants that have accepted Visa-branded cards since January 1, 2004, filed a lawsuit against Visa Inc., Visa International and Visa U.S.A. in California state court. Similar to plaintiff Broadway Grill, discussed above in Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions, Nuts for Candy pursues claims under California state antitrust and unfair business statutes. Nuts for Candy seeks damages, costs and other remedies. On September 6, 2017, Visa moved to stay Nuts for Candy’s action pending the outcome of the Broadway Grill action, which was denied by the court on October 5. On November 9, 2017, Visa moved for summary adjudication of Nuts for Candy's California unfair business statute claims.
Korea Fair Trade Commission
Following complaints lodged by certain financial institutions in Korea, in November 2016, the Korea Fair Trade Commission (KFTC) initiated an investigation into certain pricing changes applicable to Visa financial institutions in Korea. Visa is cooperating with the KFTC.
Ohio Attorney General Civil Investigative Demand
On January 19, 2017, the State of Ohio Office of the Attorney General issued an investigative demand to Visa seeking documents and information focusing on Visa's rules related to the acceptance of Visa debit cards, as well as cardholder verification methods and the routing of Visa debit transactions. Visa is cooperating with the Attorney General.
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Accounting Policies [Abstract]
 
 
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Organization 
Organization. Visa Inc. ("Visa" or the "Company") is a global payments technology company that enables fast, secure and reliable electronic payments across more than 200 countries and territories. Visa and its wholly-owned consolidated subsidiaries, including Visa U.S.A. Inc. ("Visa U.S.A."), Visa International Service Association ("Visa International"), Visa Worldwide Pte. Limited, Visa Europe Limited ("Visa Europe"), Visa Canada Corporation ("Visa Canada"), Inovant LLC and CyberSource Corporation, operate one of the world's largest retail electronic payments network — VisaNet — which facilitates authorization, clearing and settlement of payment transactions and enables us to provide its financial institution and merchant clients a wide range of products, platforms and value-added services. 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 products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa's financial institution clients.
On June 21, 2016, Visa acquired 100% of the share capital of Visa Europe. See Note 2—Visa Europe. In February 2017, the Company completed a reorganization of Visa Europe and certain other legal entities to align the Company's corporate structure to the geographic jurisdictions in which it conducts business operations. Associated with this reorganization, the newly-formed Visa Foundation received all Visa Inc. shares held by Visa Europe that were previously recorded as treasury stock. See Note 18—Income Taxes.
Basis of presentation 
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.
On March 18, 2015, the Company completed a four-for-one split of its class A common stock effected in the form of a stock dividend. All per share amounts and number of shares outstanding in the consolidated financial statements and accompanying notes are presented on a post-split basis. See Note 13—Stockholders' Equity.
Consolidation 
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.
On March 18, 2015, the Company completed a four-for-one split of its class A common stock effected in the form of a stock dividend. All per share amounts and number of shares outstanding in the consolidated financial statements and accompanying notes are presented on a post-split basis. See Note 13—Stockholders' Equity.
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.
The Company revised certain fiscal 2016 amounts on the consolidated statements of cash flows to correct a presentation error in gross investing activity. Purchases and proceeds from maturities and sales of investment securities were each reduced by $17.6 billion, from $28.0 billion and $26.7 billion, respectively, to $10.4 billion and $9.1 billion, respectively. The previously reported amounts included purchases and sales of securities, using the proceeds of the Company's December 2015 debt offering, that had a maturity of 90 days or less. These securities are therefore considered cash and cash equivalents for financial reporting purposes and should not have been included in the gross investing activity. The correction did not affect the Company's total cash flows from investing activities, and there was no impact on the Company's financial position, total operating revenues, net income, or comprehensive income as of and for the periods presented.
Use of estimates 
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. 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--U.S. litigation escrow 
Restricted cash—U.S. litigation escrow. The Company maintains an escrow account from which monetary liabilities from settlements of, or judgments in, the U.S. covered litigation are paid. See Note 3—U.S. and Europe Retrospective Responsibility Plans and Note 19—Legal Matters for a discussion of the U.S. 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 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 
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 did not have any Level 3 assets or liabilities at September 30, 2017 and 2016.
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. 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 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 
Financial instruments. The Company considers the following to be financial instruments: cash and cash equivalents, restricted cash—U.S. litigation escrow, trading and available-for-sale investment securities, settlement receivable and payable, customer collateral, non-marketable equity investments, settlement risk guarantee, and derivative instruments. See Note 4—Fair Value Measurements and Investments.
Settlement receivable and payable 
Settlement receivable and payable. The Company operates systems for authorizing, clearing and settling payment transactions worldwide. Most U.S. dollar settlements with the Company's financial institution clients are settled within the same day and do not result in a receivable or payable balance, while settlements in 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 
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 payment products are processed in accordance with the Company's rules. The cash collateral assets are restricted and fully offset by corresponding liabilities and both balances are presented on the consolidated balance sheets, excluding cash collateral held by Visa Europe 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 settled obligations. 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 10—Settlement Guarantee Management.
Property, equipment and technology, net 
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 10 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. 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 5—Property, Equipment and Technology, Net.
Leases 
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 
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 trade names 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, 2017. See Note 6—Intangible Assets and Goodwill.
Indefinite-lived intangible assets consist of trade name, customer relationships and reacquired rights. 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, 2017, 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, 2017.
Goodwill 
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, 2017, 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, 2017.
Accrued litigation 
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 19—Legal Matters.
Revenue recognition 
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 services provided in support of client usage of Visa products. 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. 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, fees for 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. Prior to the acquisition of Visa Europe (see Note 2—Visa Europe), other revenues also included revenues earned from Visa Europe in connection with the Visa Europe Framework Agreement.
Client incentives 
Client incentives. The Company enters into long-term contracts with financial institution clients, merchants and strategic partners for various programs designed to build payments volume, increase Visa product acceptance, win merchant routing transactions over Visa's network and drive innovation. 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 16—Commitments and Contingencies.
Marketing 
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 
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 as non-operating expense 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 18—Income Taxes.
Pension and other postretirement benefit plans 
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 cash flow matching analysis, with the projected benefit payments matching spot rates from a yield curve developed from high-quality corporate bonds. 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 9 years for the U.S. plans and 11 years for the Visa Europe UK pension plan. 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 9—Pension, Postretirement and Other Benefits.
Foreign currency remeasurement and translation 
Foreign currency remeasurement and translation. The Company's functional currency is the U.S. dollar for the majority of its foreign operations except for Visa Europe whose functional currency is the euro. 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 2017, 2016 and 2015.
Where a non-U.S. currency is the functional currency, translation from that functional 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 
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. 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.
Derivatives are carried at fair value on a gross basis in either prepaid and other current assets, non-current other assets, accrued liabilities or non-current other liabilities on the consolidated balance sheets. At September 30, 2017, derivatives outstanding mature within 12 months or less. Gains and losses resulting from changes in fair value of designated 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. Gains and losses resulting in changes in fair value of derivative instruments not designated for hedge accounting are recorded in general and administrative for hedges of operating activity, or non-operating income (expense) for hedges of non-operating activity. See Note 11—Derivative and Non-derivative Financial Instruments.
Non-derivative financial instrument designated as a net investment hedge 
Non-derivative financial instrument designated as a net investment hedge. The Company designated the euro-denominated deferred cash consideration liability, a non-derivative financial instrument, as a hedge against a portion of the Company's euro-denominated net investment in Visa Europe. Changes in the value of the deferred cash consideration liability, attributable to the change in exchange rates at the end of each reporting period, partially offset the foreign currency translation adjustments resulting from the euro-denominated net investment, are reported as a component of accumulated other comprehensive income or loss on the Company's consolidated balance sheet. See Note 11—Derivative and Non-derivative Financial Instruments.
Guarantees and indemnifications 
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 the Visa rules. 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 10—Settlement Guarantee Management.
Share-based compensation 
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 15—Share-based Compensation.
Earnings per share 
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 14—Earnings Per Share.
Recently Issued Accounting Pronouncements 
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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. Subsequently, the FASB also issued a series of amendments to the new revenue standard. The Company will adopt the standard effective October 1, 2018, and expects to adopt the standard using the modified retrospective transition method. The Company expects that the new standard will primarily impact recognition timing for certain fixed incentives and price discounts provided to clients, and the classification of certain client incentives between contra revenues and operating expenses. The Company is still in the process of quantifying the full effect that ASU 2014-09 and all of its related subsequent updates will have on its consolidated financial statements and related disclosures.
In 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 adopted the standard effective October 1, 2016. The adoption did not have a material impact on the consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, which provides guidance about a customer's accounting for fees paid in a cloud computing arrangement. The amendment will help entities evaluate whether such an arrangement includes a software license, which should be accounted for consistent with the acquisition of other software licenses; otherwise, it should be accounted for as a service contract. The Company adopted the standard effective October 1, 2016. The adoption did not have a material impact on the consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. The Company will adopt the standard effective October 1, 2018. The adoption is not expected to have a material impact on the consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, which requires the recognition of lease assets and lease liabilities arising from operating leases in the statement of financial position. The Company will adopt the standard effective October 1, 2019 and does not anticipate that this new accounting guidance will have a material impact on its consolidated statement of operations. The Company estimates the value of leased assets and liabilities that may be recognized could be in the hundreds of millions of dollars. The actual impact will depend on the Company's lease portfolio at the time of adoption.
In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for share-based payments, including the accounting for excess tax benefits and deficiencies, forfeitures, and statutory tax withholding requirements, as well as classification on the statement of cash flows related to excess tax benefits and employee taxes paid when an employer withholds shares for tax-withholding purposes. The Company elected to early adopt the standard effective October 1, 2016. The adoption had the following impact on the consolidated financial statements:

•
The Company recorded excess tax benefits of $70 million in its provision for income taxes rather than as an increase to additional paid-in capital for the year ended September 30, 2017 on a prospective basis. Therefore, the prior period presented has not been adjusted.
•
The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share, which did not have a material impact on the Company's diluted earnings per share for the year ended September 30, 2017.
•
The Company elected to apply the presentation requirement for cash flows related to excess tax benefits prospectively, and thus, the prior period presented has not been adjusted. This adoption resulted in an increase to both net cash provided by operating activities and net cash used in financing of $70 million for the year ended September 30, 2017.
In October 2016, the FASB issued ASU 2016-16, which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The Company will adopt the standard effective October 1, 2018. The Adoption is not expected to have a material impact on the consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, which requires that a statement of cash flows includes the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts. The Company will adopt the standard effective October 1, 2018. The adoption will impact the presentation of transactions related to the U.S. litigation escrow account on the consolidated statements of cash flows.
In January 2017, the FASB issued ASU 2017-04, which simplifies the test for goodwill impairment by eliminating a previously required step. The Company will adopt the standard effective October 1, 2020. The adoption is not expected to have a material impact on the consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, which requires that the service cost component of net periodic pension and postretirement benefit cost be presented in the same line item as other employee compensation costs, while the other components be presented separately as non-operating income (expense). Currently, all net periodic pension and postretirement benefit costs are presented in personnel expense on the Company's consolidated statement of operations. The Company will adopt the standard effective October 1, 2018. The adoption is not expected to have a material impact on the consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, which amends the scope of modification accounting for share-based payment arrangements. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The Company will adopt the standard effective October 1, 2018. The adoption is not expected to have a material impact on the consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. The amendments in this update also make certain targeted improvements to simplify the application of the hedge accounting guidance. The standard will be effective for the Company on October 1, 2019. However, the Company is evaluating the effect that ASU 2017-12 will have on its consolidated financial statements and is considering early adoption of the standard.
Visa Europe (Tables)
Schedule of Purchase Price Allocation
The following table summarizes the final purchase price allocation.
 
Preliminary Purchase Price Allocation
 
Measurement Period Adjustments
 
Final Purchase Price Allocation
 
(in millions)
Current assets(1)
$
4,457

 
$
—

 
$
4,457

Non-current assets(2)
258

 
(46
)
 
212

Current liabilities(3)
(2,731
)
 
(36
)
 
(2,767
)
Non-current liabilities(2)
(2,605
)
 
607

 
(1,998
)
Tangible assets and liabilities
(621
)
 
525

 
(96
)
Intangible assets — customer relationships and reacquired rights(2)
16,137

 
(232
)
 
15,905

Goodwill(4)
3,268

 
(293
)
 
2,975

Fair value of net assets acquired
$
18,784

 
$
—

 
$
18,784

(1) 
Current assets are largely comprised of cash and cash equivalents and settlement receivable.
(2) 
Intangible assets consist of customer relationships and reacquired rights, which have been valued as a single composite intangible asset as they are inextricably linked. These intangibles are considered indefinite-lived assets as the associated customer relationships have historically not experienced significant attrition, and the reacquired rights are based on the Framework Agreement, which has a perpetual term. Non-current assets and liabilities include deferred tax assets and liabilities that result in net deferred tax liabilities of $1.7 billion, which are primarily related to these indefinite-lived intangible assets, based on the final valuation. In February 2017, the Company completed a legal entity reorganization, resulting in the elimination of most of these deferred tax assets and liabilities. See Note 18—Income Taxes.
(3) 
Current liabilities assumed mainly include settlement payable, client incentives liabilities and accrued liabilities.
(4) 
The excess of purchase consideration over net assets acquired was recorded as goodwill, which represents the value that is expected from increased scale and synergies as a result of the integration of both businesses.
U.S. and Europe Retrospective Responsibility Plan (Tables)
Changes in the U.S. litigation escrow account 
The following table sets forth the changes in the restricted cash—U.S. litigation escrow account:
 
Fiscal 2017
 
Fiscal 2016
 
(in millions)
Balance at October 1
$
1,027

 
$
1,072

Payments to opt-out merchants and interest earned on escrow funds(1)
4

 
(45
)
Balance at September 30
$
1,031

 
$
1,027

(1)
These payments are associated with the interchange multidistrict litigation. See Note 19—Legal Matters.
Changes in Preferred Stock and Right to Recover for Covered Losses 
The following table sets forth the activities related to VE territory covered losses in preferred stock and "right to recover for covered losses" within equity during the year ended September 30, 2017. VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 19—Legal Matters.
 
Preferred Stock
 
Right to Recover for Covered Losses
 
UK&I
 
Europe
 
 
(in millions)
Balance as of September 30, 2016
$
2,516

 
$
3,201

 
$
(34
)
VE territory covered losses incurred
—

 
—

 
(209
)
Recovery through conversion rate adjustment
(190
)
 
(1
)
 
191

Balance as of September 30, 2017
$
2,326

 
$
3,200

 
$
(52
)
Note 13—Stockholders' Equity
Visa Europe acquisition. In connection with the Visa Europe acquisition, three new series of preferred stock of the Company were created. Upon issuance, all of the preferred stock participate on an as-converted basis in regular quarterly cash dividends declared on the Company's class A common stock. Additionally, Visa Europe held shares of Visa Inc.'s class C common stock, which were treated as treasury stock in purchase accounting. During fiscal 2017, the newly-formed Visa Foundation received all Visa Inc. shares that were previously recorded as treasury stock. See Note 2—Visa Europe and Note 18—Income Taxes
Class A common stock split. In January 2015, Visa’s board of directors declared a four-for-one split of its class A common stock. Each class A common stockholder as of the record date received a dividend of three additional shares for every share held as of the record date. Holders of class B and C common stock did not receive a stock dividend. Instead, the conversion rate for class B common stock increased to 1.6483 shares of class A common stock per share of class B common stock, and the conversion rate for class C common stock increased to 4.0 shares of class A common stock per share of class C common stock. Immediately following the split, the class A, B and C stockholders retained the same relative ownership percentages that they had prior to the stock split. All per share amounts and number of shares outstanding in these consolidated financial statements and accompanying notes are presented on a post-split basis. As a result of the stock split, all historical per share data and number of shares outstanding presented have been retroactively adjusted.
As-converted class A common stock. The UK&I and Europe preferred stock, issued in the Visa Europe acquisition, is convertible upon certain conditions into shares of class A common stock or class A equivalent preferred stock, at an initial conversion rate of 13.952 shares of class A common stock for each share of UK&I preferred stock and Europe preferred stock. The conversion rates may be reduced from time to time to offset certain liabilities. See Note 2—Visa Europe and Note 3—U.S. and Europe Retrospective Responsibility Plans.
The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis at September 30, 2017, are as follows:
(in millions, except conversion rate)
Shares
Outstanding
 
Conversion Rate Into Class A Common Stock
 
As-converted Class A Common Stock (1)
UK&I preferred stock
2

 
13.0770

 
32

Europe preferred stock
3

 
13.9480

 
44

Class A common stock (2)
1,818

 
—

 
1,818

Class B common stock
245

 
1.6483

(3) 
405

Class C common stock
13

 
4.0000

 
51

Total
 
 
 
 
2,350


(1) 
Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.
(2) 
Class A common stock shares outstanding reflect repurchases settled on or before September 30, 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.
Reduction in as-converted shares. During fiscal 2017, total as-converted class A common stock was reduced by 79 million shares at an average price of $89.92 per share. Of the 79 million shares, 77 million were repurchased in the open market using $6.9 billion of operating cash on hand. Additionally, the Company recovered $191 million of VE territory covered losses in accordance with the Europe retrospective responsibility plan. The recovery has the same economic effect on earnings per share as repurchasing the Company's class A common stock, because it reduces the UK&I and Europe preferred stock conversion rates and consequently, the as-converted class A common stock share count. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
The following table presents share repurchases in the open market during the following fiscal years(1):
(in millions, except per share data)
2017
 
2016
Shares repurchased in the open market(2)
77

 
91

Average repurchase price per share(3)
$
89.98

 
$
77.05

Total cost
$
6,891

 
$
6,987


(1) 
Shares repurchased in the open market reflect repurchases settled during fiscal 2017. These amounts include repurchases traded but not yet settled on or before September 30, 2016 for fiscal 2017 or September 30, 2015 for fiscal 2016 and exclude repurchases traded but not yet settled on or before September 30, 2017 for fiscal 2017 or September 30, 2016 for fiscal 2016.
(2) 
All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
(3) 
Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.
In April 2017, the Company's board of directors authorized an additional $5.0 billion share repurchase program. As of September 30, 2017, the share repurchase program had remaining authorized funds of $3.9 billion. All share repurchase programs authorized prior to April 2017 have been completed.
Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the UK&I and Europe preferred stock. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
The following table presents as-converted UK&I and Europe preferred stock, after the Company recovered VE territory covered losses through conversion rate adjustments, for fiscal 2017. There was no comparable adjustment recorded for Europe preferred stock during fiscal 2016.
 
UK&I Preferred Stock
 
Europe Preferred Stock
(in millions, except per share and conversion rate data)
2017
 
2017
Reduction in equivalent number of shares of class A common stock
2

 
—

(1) 
Effective price per share (2)
$
88.70

 
$
85.01

 
Recovery through conversion rate adjustment
$
190

 
$
1

 
(1) 
The reduction in equivalent number of shares of class A common stock was less than one million shares.
(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.
Class B common stock. The class B common stock is not convertible or transferable until the date on which all of the U.S. 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 U.S. 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 U.S. covered litigation and the release of funds remaining on deposit in the U.S. litigation escrow account to the Company resulting in a corresponding increase in the conversion rate. There were no deposits into the U.S. litigation escrow account in fiscal 2017 or 2016. See Note 3—U.S. and Europe Retrospective Responsibility Plans.
Class C common stock. As of September 30, 2017, all of the shares of class C common stock have been released from transfer restrictions. A total of 139 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 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 5 million shares of UK&I and Europe preferred stock outstanding at the end of fiscal 2017 and 2016. The shares of UK&I and Europe preferred stock are subject to restrictions on transfer and may become convertible in stages based on developments in the VE territory covered litigation. The shares of UK&I and Europe preferred stock will become fully convertible on the 12th anniversary of the Closing, subject only to a holdback to cover any then-pending claims. Upon any such conversion of the UK&I or Europe preferred stock (whether by such 12th anniversary, or thereafter with respect to claims pending on such anniversary), the holder would receive either class A common stock or class A equivalent preferred stock (for those who are not eligible to hold class A common stock pursuant to the Company's charter). The class A equivalent preferred stock will be freely transferable and each share of class A equivalent preferred stock will automatically convert into 100 shares of class A common stock upon a transfer to any holder that is eligible to hold class A common stock under the charter. See Note 2—Visa Europe and Note 3—U.S. and Europe Retrospective Responsibility Plans.
Voting rights. The holders of the UK&I and Europe preferred stock have no right to vote on any matters, except for certain defined matters, including, in specified circumstances, any consolidation, merger, combination or similar transaction of the Company in which the preferred stockholders would either (i) receive shares of common stock or other equity securities of the Company with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock or (ii) receive securities, cash or other property that is different from what the Company's class A common stockholders would receive. With respect to these limited matters on which the holders of preferred stock may vote, approval by the preferred stockholders requires the affirmative vote of the outstanding voting power of each such series of preferred stock, each such series voting as a single class. In either case, the UK&I and Europe preferred stockholders are entitled to cast a number of votes equal to the number of shares held by each such holder. Holders of the class A equivalent preferred stock, upon issuance at conversion, will have similar voting rights to the rights of the holders of the UK&I and Europe preferred stock.
Class A common stockholders have the right to vote on all matters on which stockholders generally are entitled to vote. Class B and C common stockholders have no right to vote on any matters, except for certain defined matters, including (i) any decision to exit the core payments business, in which case the class B and C common stockholders will vote together with the class A common stockholders in a single class, and (ii) in specified circumstances, any consolidation, merger, combination or similar transaction of the Company, in which case the class B and C common stockholders will vote together as a single class. In either case, the class B and C common stockholders are entitled to cast a number of votes equal to the number of shares of class B or C common stock held multiplied by the applicable conversion rate in effect on the record date. Holders of the Company's common stock have no right to vote on any amendment to the current certificate of incorporation that relates solely to any series of preferred stock.
Dividends declared. The Company declared and paid $1.6 billion in dividends in fiscal 2017 at a quarterly rate of $0.165 per share. In October 2017, the Company’s board of directors declared a quarterly cash dividend of $0.195 per share of class A common stock (determined in the case of class B and C common stock and UK&I and Europe preferred stock on an as-converted basis), which will be paid on December 5, 2017, to all holders of record of the Company’s common and preferred stock as of November 17, 2017.
Preferred Stock As-Converted Value and Book Value 
The following table sets forth the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred shares recorded in stockholders' equity within the Company's consolidated balance sheets as of September 30, 2017 and 2016.(1)
 
September 30, 2017
 
September 30, 2016
 
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
$
3,414

 
$
2,326

 
$
2,862

 
$
2,516

Europe preferred stock
4,634

 
3,200

 
3,642

 
3,201

Total
8,048

 
5,526

 
6,504

 
5,717

Less: right to recover for covered losses
(52
)
 
(52
)
 
(34
)
 
(34
)
Total recovery for covered losses available
$
7,996

 
$
5,474

 
$
6,470

 
$
5,683

(1) 
Figures in the table may not recalculate exactly due to rounding. As-converted and book values of preferred stock 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 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 outstanding, respectively, as of September 30, 2017; and (c) $105.24, Visa's class A common stock closing stock price as of September 30, 2017. Earnings per share is calculated based on unrounded numbers.
(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, 2016; (b) the 13.952 class A common stock conversion rate applicable to both the UK&I and Europe preferred stock as of September 30, 2016; and (c) $82.70, Visa's class A common stock closing stock price as of September 30, 2016. Earnings per share is calculated based on unrounded numbers.
Fair Value Measurements and Investments (Tables)
Fair Value, Assets and Liabilities Measured on Recurring Basis 
Assets and Liabilities Measured at Fair Value on a Recurring Basis
 
Fair Value Measurements at September 30
Using Inputs Considered as
 
Level 1
 
Level 2
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
 
(in millions)
Assets
 
 
 
 
 
 
 
Cash equivalents and restricted cash:
 
 
 
 
 
 
 
Money market funds
$
5,935

 
$
4,537

 
 
 
 
U.S. government-sponsored debt securities
 
 
 
 
$
2,870

 
$
196

Investment securities, trading:
 
 
 
 
 
 
 
Equity securities
$
82

 
$
71

 
 
 
 
Investment securities, available-for-sale:
 
 
 
 
 
 
 
U.S. government-sponsored debt securities
 
 
 
 
3,663

 
4,699

U.S. Treasury securities
1,621

 
2,178

 
 
 
 
Equity securities
124

 
53

 
 
 
 
Corporate debt securities
 
 
 
 
—

 
249

Prepaid and other current assets:
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
18

 
50

Other Assets:
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 


 
6

Total
$
7,762

 
$
6,839

 
$
6,551

 
$
5,200

Liabilities
 
 
 
 
 
 
 
Accrued liabilities:
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
$
98

 
$
116

Other liabilities:
 
 
 
 
 
 
 
Foreign exchange derivative instruments
 
 
 
 
—

 
20

Total
$
—

 
$
—

 
$
98

 
$
136

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments 
The following table presents the carrying amount and estimated fair value of the Company’s debt in order of maturity:
 
September 30, 2017
 
September 30, 2016
 
Carrying Amount
 
Estimated Fair Value
 
Carrying Amount
 
Estimated Fair Value
 
(in millions)
1.20% Senior Notes due December 2017
$
1,749

 
$
1,751

 
$
1,746

 
$
1,754

2.20% Senior Notes due December 2020
2,990

 
3,031

 
2,988

 
3,077

2.15% Senior Notes due September 2022
993

 
997

 
—

 
—

2.80% Senior Notes due December 2022
2,240

 
2,301

 
2,238

 
2,359

3.15% Senior Notes due December 2025
3,967

 
4,098

 
3,964

 
4,225

2.75% Senior Notes due September 2027
740

 
737

 
—

 
—

4.15% Senior Notes due December 2035
1,485

 
1,637

 
1,485

 
1,698

4.30% Senior Notes due December 2045
3,463

 
3,873

 
3,461

 
4,045

3.65% Senior Notes due September 2047
740

 
746

 
—

 
—

Total
$
18,367

 
$
19,171

 
$
15,882

 
$
17,158

Available-for-sale Investment Securities 
The amortized cost, unrealized gains and losses and fair value of available-for-sale investment securities are as follows:
 
September 30, 2017
 
September 30, 2016

 
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
 
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
 
Gains
 
Losses
 
Gains
 
Losses
 
 
(in millions)
U.S. government-sponsored debt securities
$
3,664

 
$
1

 
$
(2
)
 
$
3,663

 
$
4,693

 
$
6

 
$
—

 
$
4,699

U.S. Treasury securities
1,623

 
—

 
(2
)
 
1,621

 
2,176

 
3

 
—

 
2,179

Equity securities
5

 
119

 
—

 
124

 
7

 
46

 
—

 
53

Corporate debt securities
—

 
—

 
—

 
—

 
248

 
—

 
—

 
248

Auction rate securities
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total
$
5,292

 
$
120

 
$
(4
)
 
$
5,408

 
$
7,124

 
$
55

 
$
—

 
$
7,179

Less: current portion of available-for-sale investment securities
 
 
 
 
 
 
$
(3,482
)
 
 
 
 
 
 
 
$
(3,248
)
Long-term available-for-sale investment securities
 
 
 
 
 
 
$
1,926

 
 
 
 
 
 
 
$
3,931

Available for Sale Investments Classified by Contractual Maturity Date 
 
Amortized Cost
 
Fair Value
 
(in millions)
September 30, 2017:
 
 
 
Due within one year
$
3,360

 
$
3,358

Due after 1 year through 5 years
1,927

 
1,926

Due after 5 years through 10 years
—

 
—

Due after 10 years
—

 
—

Total
$
5,287

 
$
5,284


Investment Income 
Investment income is recorded as non-operating income in the Company's consolidated statements of operations and consisted of the following:
 
For the Years Ended
September 30,
 
2017
 
2016
 
2015
 
(in millions)
Interest and dividend income on cash and investments
$
92

 
$
75

 
$
31

Gain on other investments
6

 
5

 
3

Investment securities, trading:
 
 
 
 
 
Unrealized gains (losses), net
6

 
3

 
(6
)
Realized gains, net
2

 
—

 
2

Investment securities, available-for-sale:
 
 
 
 
 
Realized (losses) gains, net
(1
)
 
3

 
21

Other-than-temporary impairment on investments
—

 
(4
)
 
(5
)
Investment income
$
105

 
$
82

 
$
46

Property, Equipment and Technology, Net (Tables)
Property, Plant and Equipment 
Property, equipment and technology, net, consisted of the following:
 
September 30,
2017
 
September 30,
2016
 
(in millions)
Land
$
72

 
$
74

Buildings and building improvements
865

 
839

Furniture, equipment and leasehold improvements
1,534

 
1,382

Construction-in-progress
139

 
125

Technology
2,533

 
2,378

Total property, equipment and technology
5,143

 
4,798

Accumulated depreciation and amortization
(2,890
)
 
(2,648
)
Property, equipment and technology, net
$
2,253

 
$
2,150

Estimated future amortization expense on technology 
At September 30, 2017, estimated future amortization expense on technology was as follows:
Fiscal:
 
2018
 
2019
 
2020
 
2021
 
2022 and thereafter
 
Total
 
 
 (in millions)
Estimated future amortization expense
 
$
265

 
$
222

 
$
159

 
$
107

 
$
76

 
$
829

Intangible Assets, Net (Tables)
Schedule of Intangible Assets by Major Class 
Indefinite-lived and finite-lived intangible assets consisted of the following: 
 
September 30, 2017
 
September 30, 2016
 
Gross
 
Accumulated
Amortization
 
Net
 
Gross
 
Accumulated
Amortization
 
Net
 
(in millions)
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
438

 
$
(237
)
 
$
201

 
$
351

 
$
(220
)
 
$
131

Trade names
195

 
(93
)
 
102

 
192

 
(80
)
 
112

Reseller relationships
95

 
(79
)
 
16

 
95

 
(70
)
 
25

Other
17

 
(9
)
 
8

 
18

 
(9
)
 
9

Total finite-lived intangible assets
745

 
(418
)
 
327

 
656

 
(379
)
 
277

Indefinite-lived intangible assets:
 
 
 
 


 
 
 
 
 


Customer relationships and reacquired rights
23,437

 
—

 
23,437

 
22,873

 
—

 
22,873

Visa trade name
4,084

 
—

 
4,084

 
4,084

 
—

 
4,084

Total indefinite-lived intangible assets
27,521

 
—

 
27,521

 
26,957

 
—

 
26,957

Total intangible assets
$
28,266

 
$
(418
)
 
$
27,848

 
$
27,613

 
$
(379
)
 
$
27,234

Schedule of Estimated Future Amortization Expense 
At September 30, 2017, estimated future amortization expense on finite-lived intangible assets is as follows:
Fiscal:
 
2018
 
2019
 
2020
 
2021
 
2022 and
thereafter
 
Total
 
 
(in millions)
Estimated future amortization expense
 
$
40

 
$
40

 
$
40

 
$
40

 
$
71

 
$
231

Accrued and Other Liabilities (Tables)
Accrued Liabilities Table 
Accrued liabilities consisted of the following:
 
September 30,
2017
 
September 30,
2016
 
(in millions)
Accrued operating expenses
$
434

 
$
347

Accrued interest expenses
149

 
145

Accrued income taxes (See Note 18—Income Taxes)
243

 
153

Other
303

 
483

Total
$
1,129

 
$
1,128


Other Noncurrent Liabilities Table 
Other non-current liabilities consisted of the following:
 
September 30,
2017
 
September 30,
2016
 
(in millions)
Accrued income taxes (See Note 18—Income Taxes)
$
1,092

 
$
911

Employee benefits
62

 
137

Other
167

 
114

Total
$
1,321

 
$
1,162

Debt (Tables)
Outstanding debt 
The Company had outstanding debt as follows:
 
September 30, 2017
 
September 30, 2016
 
 
 
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 2017 (the "2017 Notes")
$
1,750

 
$
(1
)
 
$
1,749

 
$
—

 
$
—

 
$
—

 
1.37
%
Total current maturities of long-term debt
1,750

 
(1
)
 
1,749

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.20% Senior Notes due 2017 (the "2017 Notes")
—

 
—

 
—

 
1,750

 
(4
)
 
1,746

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

 
(10
)
 
2,990

 
3,000

 
(12
)
 
2,988

 
2.30
%
2.15% Senior Notes due September 2022 (the "September 2022 Notes")
1,000

 
(7
)
 
993

 
—

 
—

 
—

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

 
(10
)
 
2,240

 
2,250

 
(12
)
 
2,238

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

 
(33
)
 
3,967

 
4,000

 
(36
)
 
3,964

 
3.26
%
2.75% Senior Notes due 2027 (the "2027 Notes")
750

 
(10
)
 
740

 
—

 
—

 
—

 
2.91
%
4.15% Senior Notes due 2035 (the "2035 Notes")
1,500

 
(15
)
 
1,485

 
1,500

 
(15
)
 
1,485

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

 
(37
)
 
3,463

 
3,500

 
(39
)
 
3,461

 
4.37
%
3.65% Senior Notes due 2047 (the "2047 Notes")
750

 
(10
)
 
740

 
—

 
—

 
—

 
3.73
%
Total long-term debt
16,750

 
(132
)
 
16,618

 
16,000

 
(118
)
 
15,882

 
 
Total debt
$
18,500

 
$
(133
)
 
$
18,367

 
$
16,000

 
$
(118
)
 
$
15,882

 
 
Debt Instrument Redemption 
Series
 
Maturity/Par Call Date
 
Spread
2020 Notes
 
November 14, 2020
 
10 bps
September 2022 Notes
 
August 15, 2022
 
10 bps
December 2022 Notes
 
October 14, 2022
 
12.5 bps
2025 Notes
 
September 14, 2025
 
15 bps
2027 Notes
 
June 15, 2027
 
12.5 bps
2035 Notes
 
June 14, 2035
 
20 bps
2045 Notes
 
June 14, 2045
 
20 bps
2047 Notes
 
March 15, 2047
 
15 bps
Future Principal Payments on Outstanding Debt 
Future principal payments on the Company's outstanding debt are as follows:
Fiscal Year
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
(in millions)
$
1,750

 
$
—

 
$
—

 
$
3,000

 
$
1,000

 
$
12,750

 
$
18,500

Pension, Postretirement and Other Benefits (Tables)
Change in Benefit Obligation 
Change in Benefit Obligation:
 
U.S. Plans
 
Non-U.S. Plans
 
Pension Benefits
 
Other
Postretirement Benefits
 
Pension Benefits
 
September 30,
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Benefit obligation—beginning of fiscal year
$
1,072

 
$
1,005

 
$
14

 
$
18

 
$
474

 
$
—

Visa Europe acquisition
—

 
—

 
—

 
—

 
—

 
381

Service cost
—

 
13

 
—

 
—

 
6

 
1

Interest cost
36

 
40

 
1

 
1

 
11

 
3

Actuarial loss (gain)
(58
)
 
86

 
(1
)
 
(2
)
 
(52
)
 
86

Benefit payments
(137
)
 
(64
)
 
(3
)
 
(3
)
 
(14
)
 
(1
)
Plan amendment
—

 
(8
)
 
—

 
—

 
—

 
—

Foreign currency exchange rate changes
—

 
—

 
—

 
—

 
8

 
4

Benefit obligation—end of fiscal year
$
913

 
$
1,072

 
$
11

 
$
14

 
$
433

 
$
474

Accumulated benefit obligation
$
913

 
$
1,072

 
NA

 
NA

 
$
433

 
$
474

Change in Plan Assets:
 
 
 
 
 
 
 
 
 
 
 
Fair value of plan assets—beginning of fiscal year
$
1,077

 
$
1,022

 
$
—

 
$
—

 
$
415

 
$
—

Visa Europe acquisition
—

 
—

 
—

 
—

 
—

 
287

Actual return on plan assets
125

 
118

 
—

 
—

 
17

 
25

Company contribution
9

 
1

 
3

 
3

 
5

 
102

Benefit payments
(137
)
 
(64
)
 
(3
)
 
(3
)
 
(14
)
 
(1
)
Foreign currency exchange rate changes
—

 
—

 
—

 
—

 
10

 
2

Fair value of plan assets—end of fiscal year
$
1,074

 
$
1,077

 
$
—

 
$
—

 
$
433

 
$
415

Funded status at end of fiscal year
$
161

 
$
5

 
$
(11
)
 
$
(14
)
 
$
—

 
$
(59
)
Recognized in Consolidated Balance Sheets:
 
 
 
 
 
 
 
 
 
 
 
Non-current asset
$
168

 
$
22

 
$
—

 
$
—

 
$
—

 
$
—

Current liability
(1
)
 
(9
)
 
(2
)
 
(3
)
 
(5
)
 
(6
)
Non-current liability
(6
)
 
(8
)
 
(9
)
 
(11
)
 
5

 
(53
)
Funded status at end of fiscal year
$
161

 
$
5

 
$
(11
)
 
$
(14
)
 
$
—

 
$
(59
)
Amounts recognized in accumulated other comprehensive income before tax 
Amounts recognized in accumulated other comprehensive income before tax: 
 
U.S. Plans
 
Non-U.S. Plans
 
Pension Benefits
 
Other
Postretirement Benefits
 
Pension Benefits
September 30,
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Net actuarial loss (gain)
$
97

 
$
241

 
$
(4
)
 
$
(5
)
 
$
9

 
$
66

Prior service credit
—

 
—

 
—

 
(2
)
 
—

 
—

Total
$
97

 
$
241

 
$
(4
)
 
$
(7
)
 
$
9

 
$
66

Amounts from accumulated other comprehensive income to be amortized into net periodic benefit costs 
Amounts from accumulated other comprehensive income to be amortized into net periodic benefit cost in fiscal 2018: 
 
U.S. Plans
 
Non-U.S. Plans
 
Pension Benefits
 
Other
Postretirement
 Benefits
 
Pension Benefits
 
(in millions)
Actuarial loss (gain)
$
—

 
$
(1
)
 
$
—

Prior service credit
—

 
—

 
—

Total
$
—

 
$
(1
)
 
$
—

Benefit obligations in excess of plan assets related to the Company's U.S. non-qualified plan and the non-U.S. pension plans 
Benefit obligations in excess of plan assets related to the Company's U.S. non-qualified plan and the non-U.S. pension plans(1) :
 
U.S. Plans
 
Non-U.S. Plans(1)
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Accumulated benefit obligation in excess of plan assets
 
 
 
 
 
 
 
Accumulated benefit obligation—end of year
$
(7
)
 
$
(16
)
 
$
(5
)
 
$
(474
)
Fair value of plan assets—end of year
$
—

 
$
—

 
$
—

 
$
415

Projected benefit obligation in excess of plan assets
 
 
 
 
 
 
 
Benefit obligation—end of year
$
(7
)
 
$
(16
)
 
$
(5
)
 
$
(474
)
Fair value of plan assets—end of year
$
—

 
$
—

 
$
—

 
$
415


(1) 
For fiscal 2017, the non-U.S. non-qualified pension plan had benefit obligations in excess of plan assets. For fiscal 2016, both non-U.S. pension plans had benefit obligations in excess of plan assets.
Net periodic pension and other postretirement plan cost 
Net periodic pension and other postretirement plan cost:
 
U.S. Plans
 
Non-U.S. Plans(1)
 
Pension Benefits
 
Other
Postretirement Benefits
 
Pension Benefits
 
Fiscal
 
2017
 
2016
 
2015
 
2017
 
2016
 
2015
 
2017
 
2016
 
(in millions)
Service cost
$
—

 
$
13

 
$
47

 
$
—

 
$
—

 
$
—

 
$
6

 
$
1

Interest cost
36

 
40

 
40

 
1

 
1

 
1

 
11

 
3

Expected return on assets
(70
)
 
(69
)
 
(72
)
 
—

 
—

 
—

 
(16
)
 
(4
)
Amortization of:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Prior service credit
—

 
(1
)
 
(7
)
 
(2
)
 
(3
)
 
(3
)
 
—

 
—

Actuarial loss (gain)
15

 
7

 
1

 
(2
)
 
(2
)
 
(2
)
 
2

 
—

Net benefit cost
$
(19
)
 
$
(10
)
 
$
9

 
$
(3
)
 
$
(4
)
 
$
(4
)
 
$
3

 
$
—

Curtailment gain
—

 
(8
)
 
—

 
—

 
—

 
—

 
—

 
—

Settlement loss
15

 
13

 
7

 
—

 
—

 
—

 
—

 
—

Total net periodic benefit cost
$
(4
)
 
$
(5
)
 
$
16

 
$
(3
)
 
$
(4
)
 
$
(4
)
 
$
3

 
$
—

 
(1) 
For fiscal 2016, it represents Visa Europe's UK pension plans' net pension benefit cost recognized from the Closing through September 30, 2016.
Other changes in plan assets and benefit obligations recognized in other comprehensive income 
Other changes in plan assets and benefit obligations recognized in other comprehensive income: 
 
U.S. Plans
 
Non-U.S. Plans
 
Pension Benefits
 
Other Postretirement Benefits
 
Pension Benefits
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Current year actuarial loss (gain)
$
(113
)
 
$
30

 
$
—

 
$
(2
)
 
$
(53
)
 
$
66

Amortization of actuarial (loss) gain
(30
)
 
(20
)
 
2

 
2

 
(2
)
 
—

Current year prior service credit
—

 
—

 
—

 
—

 
—

 
—

Amortization of prior service credit
—

 
9

 
2

 
3

 
—

 
—

Total recognized in other comprehensive income
$
(143
)
 
$
19

 
$
4

 
$
3

 
$
(55
)
 
$
66

Total recognized in net periodic benefit cost and other comprehensive income
$
(147
)
 
$
14

 
$
1

 
$
(1
)
 
$
(52
)
 
$
66

Weighted Average Actuarial Assumptions 
Weighted-Average Actuarial Assumptions:
 
U.S. Plans
 
Non-U.S. Plans
 
Fiscal
 
2017
 
2016
 
2015
 
2017
 
2016
Discount rate for benefit obligation:(1)
 
 
 
 
 
 
 
 
 
Pension
3.84
%
 
3.62
%
 
4.33
%
 
2.70
%
 
2.40
%
Postretirement
2.44
%
 
1.91
%
 
2.43
%
 
NA

 
NA

Discount rate for net periodic benefit cost:
 
 
 
 
 
 
 
 
 
Pension
3.62
%
 
4.33
%
 
4.27
%
 
2.40
%
 
3.10
%
Postretirement
1.91
%
 
2.43
%
 
2.59
%
 
NA

 
NA

Expected long-term rate of return on plan assets(2)
7.00
%
 
7.00
%
 
7.00
%
 
4.50
%
 
3.92
%
Rate of increase in compensation levels for:(3)
 
 
 
 
 
 
 
 
 
Benefit obligation
NA

 
NA

 
4.00
%
 
3.20
%
 
3.20
%
Net periodic benefit cost
NA

 
NA

 
4.00
%
 
3.20
%
 
3.00
%
(1) 
Represents a single weighted-average discount rate derived based on a cash flow matching analysis, with the projected benefit payments matching spot rates from a yield curve developed from high-quality corporate bonds.
(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.
(3) 
This assumption is not applicable for the U.S. plans in fiscal 2017 and 2016 due to the amendment of the U.S. qualified defined benefit pension plan in October 2015, which discontinued the employer provided credits effective after December 31, 2015.
Employer contribution cash flows 
Cash Flows
 
U.S. Plans
 
Non-U.S. Plans
 
Pension
Benefits
 
Other
Postretirement
Benefits
 
 Pension Benefits
Actual employer contributions
(in millions)
2017
$
9

 
$
3

 
$
5

2016
$
1

 
$
3

 
$
102

Expected employer contributions
 
 
 
 
 
2018
$
1

 
$
2

 
$
5

Expected benefit payments
 
 
 
 
 
2018
$
161

 
$
2

 
$
5

2019
$
83

 
$
2

 
$
5

2020
$
82

 
$
2

 
$
5

2021
$
80

 
$
1

 
$
5

2022
$
75

 
$
1

 
$
5

2023-2027
$
323

 
$
1

 
$
29

Pension plan investments at fair value 
The following tables set forth by level, within the fair value hierarchy, the pension plan’s investments at fair value as of September 30, 2017 and 2016, including the impact of transactions that were not settled at the end of September:
 
U.S. Plans
 
Fair Value Measurements at September 30,
 
Level 1
 
Level 2
 
Level 3
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Cash equivalents
$
31

 
$
39

 
 
 
 
 
 
 
 
 
$
31

 
$
39

Collective investment funds
 
 
 
 
$
540

 
$
—

 
 
 
 
 
540

 
—

Corporate debt securities
 
 
 
 
197

 
185

 
 
 
 
 
197

 
185

U.S. government-sponsored debt securities
 
 
 
 
47

 
30

 
 
 
 
 
47

 
30

U.S. Treasury securities
75

 
100

 
 
 
 
 
 
 
 
 
75

 
100

Asset-backed securities
 
 
 
 
 
 
 
 
$
39

 
$
51

 
39

 
51

Equity securities
145

 
672

 
 
 
 
 
 
 
 
 
145

 
672

Total
$
251

 
$
811

 
$
784

 
$
215

 
$
39

 
$
51

 
$
1,074

 
$
1,077

Pension plan investments at fair value 
 
Non-U.S. Plans
 
Fair Value Measurements at September 30,
 
Level 1
 
Level 2
 
Level 3
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Cash equivalents
$
1

 
$
105

 
 
 
 
 
 
 
 
 
$
1

 
$
105

Corporate debt securities
 
 
 
 
$
39

 
$
39

 
 
 
 
 
39

 
39

UK Treasury securities
150

 
52

 
 
 
 
 
 
 
 
 
150

 
52

Asset-backed securities
 
 
 
 
 
 
 
 
$
32

 
$
29

 
32

 
29

Equity securities
134

 
116

 
 
 
 
 
 
 
 
 
134

 
116

Multi-asset securities (1)
 
 
 
 
77

 
74

 
 
 
 
 
77

 
74

Total
$
285

 
$
273

 
$
116

 
$
113

 
$
32

 
$
29

 
$
433

 
$
415

(1) 
Multi-asset securities represent pension plan assets that are invested in funds comprised of broad ranges of assets.
Settlement Guarantee Management (Tables)
Schedule of Customer Collateral
The Company maintained collateral as follows:
 
September 30,
2017
 
September 30,
2016
 
(in millions)
Cash equivalents(1)
$
1,490

 
$
1,295

Pledged securities at market value
167

 
170

Letters of credit
1,316

 
1,311

Guarantees
941

 
1,418

Total
$
3,914

 
$
4,194

 

(1) 
Cash collateral held by Visa Europe is not included on the Company's consolidated balance sheet as its clients retain beneficial ownership and the cash is only accessible to the Company in the event of default by the client on its settlement obligations.
Enterprise-wide Disclosures and Concentration of Business (Tables)
Schedule of long-lived net property, equipment and technology assets by major geographic area
The Company’s long-lived net property, equipment and technology assets are classified by major geographic areas as follows:
 
September 30,
2017
 
September 30,
2016
 
(in millions)
United States
$
2,003

 
$
1,827

International
250

 
323

Total
$
2,253

 
$
2,150

Stockholders' Equity (Tables)
Schedule of Common Stock as Converted 
The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis at September 30, 2017, are as follows:
(in millions, except conversion rate)
Shares
Outstanding
 
Conversion Rate Into Class A Common Stock
 
As-converted Class A Common Stock (1)
UK&I preferred stock
2

 
13.0770

 
32

Europe preferred stock
3

 
13.9480

 
44

Class A common stock (2)
1,818

 
—

 
1,818

Class B common stock
245

 
1.6483

(3) 
405

Class C common stock
13

 
4.0000

 
51

Total
 
 
 
 
2,350


(1) 
Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.
(2) 
Class A common stock shares outstanding reflect repurchases settled on or before September 30, 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.
Schedule of Share Repurchases in the Open Market 
The following table presents share repurchases in the open market during the following fiscal years(1):
(in millions, except per share data)
2017
 
2016
Shares repurchased in the open market(2)
77

 
91

Average repurchase price per share(3)
$
89.98

 
$
77.05

Total cost
$
6,891

 
$
6,987


(1) 
Shares repurchased in the open market reflect repurchases settled during fiscal 2017. These amounts include repurchases traded but not yet settled on or before September 30, 2016 for fiscal 2017 or September 30, 2015 for fiscal 2016 and exclude repurchases traded but not yet settled on or before September 30, 2017 for fiscal 2017 or September 30, 2016 for fiscal 2016.
(2) 
All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
(3) 
Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.
Effect of VE Territory Covered Losses Recovery on the Company Repurchasing its Common Stock [Table Text Block] 
The following table presents as-converted UK&I and Europe preferred stock, after the Company recovered VE territory covered losses through conversion rate adjustments, for fiscal 2017. There was no comparable adjustment recorded for Europe preferred stock during fiscal 2016.
 
UK&I Preferred Stock
 
Europe Preferred Stock
(in millions, except per share and conversion rate data)
2017
 
2017
Reduction in equivalent number of shares of class A common stock
2

 
—

(1) 
Effective price per share (2)
$
88.70

 
$
85.01

 
Recovery through conversion rate adjustment
$
190

 
$
1

 
(1) 
The reduction in equivalent number of shares of class A common stock was less than one million shares.
(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.
Earnings Per Share (Tables)
Schedule of Earnings Per Share
The following table presents earnings per share for fiscal 2017.(1) 
 
Basic Earnings Per Share
 
 
Diluted Earnings Per Share
 
(in millions, except per share data)
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
 
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
Class A common stock
$
5,170

 
1,845

 
$
2.80

 
 
$
6,699

 
2,395

(3) 
$
2.80

Class B common stock
1,134

 
245

 
$
4.62

 
 
$
1,132

 
245

 
$
4.61

Class C common stock
163

 
14

 
$
11.21

 
 
$
162

 
14

 
$
11.19

Participating securities(4)
232

 
Not presented

 
Not presented

 
 
$
232

 
Not presented

 
Not presented

Net income
$
6,699

 
 
 
 
 
 
 
 
 
 
 
The following table presents earnings per share for fiscal 2016.(1) 
 
Basic Earnings Per Share
 
 
Diluted Earnings Per Share
 
(in millions, except per share data)
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
 
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
Class A common stock
$
4,738

 
1,906

 
$
2.49

 
 
$
5,991

 
2,414

(3) 
$
2.48

Class B common stock
1,006

 
245

 
$
4.10

 
 
$
1,004

 
245

 
$
4.09

Class C common stock
185

 
19

 
$
9.94

 
 
$
185

 
19

 
$
9.93

Participating securities(4)
62

 
Not presented

 
Not presented

 
 
$
61

 
Not presented

 
Not presented

Net income
$
5,991

 
 
 
 
 
 
 
 
 
 
 
The following table presents earnings per share for fiscal 2015.(1) 
 
Basic Earnings Per Share
 
 
Diluted Earnings Per Share
 
(in millions, except per share data)
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
 
 
Income
Allocation
(A) (2)
 
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)
Class A common stock
$
5,044

 
1,954

 
$
2.58

 
 
$
6,328

 
2,457

(3) 
$
2.58

Class B common stock
1,045

 
245

 
$
4.26

 
 
$
1,042

 
245

 
$
4.25

Class C common stock
224

 
22

 
$
10.33

 
 
$
223

 
22

 
$
10.30

Participating securities(4)
15

 
Not presented

 
Not presented

 
 
$
15

 
Not presented

 
Not presented

Net income
$
6,328

 
 
 
 
 
 
 
 
 
 
 

(1)
Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on unrounded numbers. The number of shares and per share amounts for the prior periods presented have been retroactively adjusted to reflect the four-for-one stock split effected in the second quarter of fiscal 2015. See Note 13—Stockholders' Equity.
(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 fiscal 2017, 2016 and 2015. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 58 million, 75 million and 87 million for fiscal 2017, 2016 and 2015, respectively. The weighted-average number of shares of preferred stock, included within participating securities, was 33 million of as-converted UK&I preferred stock, and 44 million of as-converted Europe preferred stock for fiscal 2017.
(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 5 million common stock equivalents for fiscal 2017 and 2016 and 6 million common stock equivalents for fiscal 2015, because their effect would have been dilutive. The computation excludes 2 million of common stock equivalents for fiscal 2017, 2016 and 2015, 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. UK&I and Europe preferred stock were issued as part of the purchase price consideration in connection with the Visa Europe acquisition and are convertible into a number of shares of class A common stock or class A equivalent preferred stock upon certain conditions. Participating securities' income is allocated based on the weighted-average number of shares of as-converted stock. See Note 2—Visa Europe and Note 13—Stockholders' Equity.
Share-based Compensation (Tables)
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used 
During fiscal 2017, 2016 and 2015, 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:
 
 
2017
 
2016
 
2015
Expected term (in years)(1)
 
4.23

 
4.35

 
4.55

Risk-free rate of return(2)
 
1.6
%
 
1.5
%
 
1.5
%
Expected volatility(3)
 
20.2
%
 
21.7
%
 
22.0
%
Expected dividend yield(4)
 
0.8
%
 
0.7
%
 
0.8
%
Fair value per option granted
 
$
13.90

 
$
15.01

 
$
12.04


(1) 
This 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 2017 was approximately 87% and 13%, respectively, and 77% and 23% in fiscal 2016, respectively and 67% and 33% in fiscal 2015, respectively.
(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. The expected volatility was 20% in fiscal 2017 and ranged from 20% to 23% in fiscal 2016 and 21% to 23% in fiscal 2015.
(4) 
Based on the Company’s annual dividend rate on the date of grant.
Schedule of Share-based Compensation, Options Activity 
The following table summarizes the Company’s option activity for fiscal 2017:
 
Options
 
Weighted-
Average
Exercise Price
Per Share
 
Weighted-
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value (1)
(in millions)
Outstanding at October 1, 2016
8,876,484

 
$
38.42

 
 
 
 
Granted
1,671,344

 
$
80.82

 
 
 
 
Forfeited
(386,136
)
 
$
75.01

 
 
 
 
Exercised
(3,045,816
)
 
$
29.62

 
 
 
 
Outstanding at September 30, 2017
7,115,876

 
$
50.17

 
5.4
 
$392
Options exercisable at September 30, 2017
4,463,008

 
$
33.39

 
3.6
 
$321
Options exercisable and expected to vest at September 30, 2017(2)
6,773,571

 
$
48.73

 
5.3
 
$383
(1) 
Calculated using the closing stock price on the last trading day of fiscal 2017 of $105.24, less the option exercise price, multiplied by the number of instruments.
(2) 
Applies a forfeiture rate to unvested options outstanding at September 30, 2017 to estimate the options expected to vest in the future.
Restricted Share Activity Disclosure 
The following table summarizes the Company's RSA and RSU activity for fiscal 2017:
 
Restricted Stock
 
Weighted-
Average
Grant Date
Fair Value
 
Weighted-
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value (1)
(in millions)
 
Awards
 
Units
 
RSA
 
RSU
 
RSA
 
RSU
 
RSA
 
RSU
Outstanding at October 1, 2016
1,766,582

 
3,146,954

 
$
59.26

 
$
75.48

 
 
 
 
 
 
 
 
Granted
—

 
3,268,327

 
$
—

 
$
81.67

 
 
 
 
 
 
 
 
Vested
(1,210,176
)
 
(1,299,187
)
 
$
57.37

 
$
72.20

 
 
 
 
 
 
 
 
Forfeited
(90,399
)
 
(442,393
)
 
$
61.90

 
$
79.34

 
 
 
 
 
 
 
 
Outstanding at September 30, 2017
466,007

 
4,673,701

 
$
63.37

 
$
80.37

 
0.2
 
1.6
 
$49
 
$492
(1) 
Calculated by multiplying the closing stock price on the last trading day of fiscal 2017 of $105.24 by the number of instruments.
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award 
The following table summarizes the maximum number of performance-based shares which could be earned and related activity for fiscal 2017:
 
Shares
 
Weighted-
Average
Grant Date
Fair Value
 
Weighted-
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value (1)
(in millions)
Outstanding at October 1, 2016
1,042,012

 
$
78.24

 
 
 
 
Granted(2)
634,651

 
$
86.37

 
 
 
 
Vested and earned
(345,797
)
 
$
72.50

 
 
 
 
Unearned
(97,531
)
 
$
72.50

 
 
 
 
Forfeited
(295,660
)
 
$
85.13

 
 
 
 
Outstanding at September 30, 2017
937,675

 
$
84.20

 
1.0
 
$98
(1) 
Calculated by multiplying the closing stock price on the last trading day of fiscal 2017 of $105.24 by the number of instruments.
(2) 
Represents the maximum number of performance-based shares which could be earned.
Commitments and Contingencies (Tables)
Commitments Disclosure 
Future minimum payments on leases, and marketing and sponsorship agreements per fiscal year, at September 30, 2017, are as follows:
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
 
(in millions)
Operating leases
$
155

 
$
119

 
$
68

 
$
64

 
$
57

 
$
163

 
$
626

Marketing and sponsorships
124

 
123

 
112

 
40

 
33

 
—

 
432

Total
$
279

 
$
242

 
$
180

 
$
104

 
$
90

 
$
163

 
$
1,058

Expected Reduction of Revenue for Volumn and Support Incentive Agreements 
The table below sets forth the estimated expected future reduction of revenue per fiscal year for client incentive agreements in effect at September 30, 2017: 
(in millions)
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Client incentives
$
5,049

 
$
4,654

 
$
4,117

 
$
3,658

 
$
3,102

 
$
5,080

 
$
25,660

Income Taxes (Tables)
U.S. and non-U.S. income before income tax 
The Company’s income before taxes by fiscal year consisted of the following:
 
2017
 
2016
 
2015
 
(in millions)
U.S.
$
8,440

 
$
5,839

 
$
7,214

Non-U.S.
3,254

 
2,173

 
1,781

Total income before taxes
$
11,694

 
$
8,012

 
$
8,995

Comprehensive Income Tax (Expense) Benefit Components Table 
Income tax provision by fiscal year consisted of the following:
 
2017
 
2016
 
2015
 
(in millions)
Current:
 
 
 
 
 
U.S. federal
$
2,377

 
$
2,250

 
$
1,991

State and local
291

 
181

 
168

Non-U.S.
629

 
368

 
300

Total current taxes
3,297

 
2,799

 
2,459

Deferred:
 
 
 
 
 
U.S. federal
1,607

 
(508
)
 
181

State and local
66

 
(63
)
 
1

Non-U.S.
25

 
(207
)
 
26

Total deferred taxes
1,698

 
(778
)
 
208

Total income tax provision
$
4,995

 
$
2,021

 
$
2,667

Components of Deferred Tax Assets and Liabilities 
The tax effect of temporary differences that give rise to significant portions of deferred tax assets and liabilities at September 30, 2017 and 2016, are presented below:
 
2017
 
2016
 
(in millions)
Deferred Tax Assets:
 
 
 
Accrued compensation and benefits
$
194

 
$
277

Comprehensive loss
29

 
106

Accrued litigation obligation
373

 
373

Client incentives
272

 
266

Net operating loss carryforwards
45

 
32

Federal benefit of state taxes
236

 
195

Federal benefit of foreign taxes
—

 
1,214

Other
193

 
280

Valuation allowance
(35
)
 
(31
)
Deferred tax assets
1,307

 
2,712

Deferred Tax Liabilities:
 
 
 
Property, equipment and technology, net
(391
)
 
(278
)
Intangible assets
(6,756
)
 
(7,013
)
Foreign taxes
(59
)
 
(106
)
Other
—

 
(101
)
Deferred tax liabilities
(7,206
)
 
(7,498
)
Net deferred tax liabilities
$
(5,899
)
 
$
(4,786
)
Reconciliation of the US Statutory Federal Tax Rate 
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:
 
For the Years Ended September 30,
 
2017
 
2016
 
2015
 
Dollars
 
Percent
 
Dollars
 
Percent
 
Dollars
 
Percent
 
(in millions, except percentages)
U.S. federal income tax at statutory rate
$
4,093

 
35
 %
 
$
2,804

 
35
 %
 
$
3,148

 
35
 %
State income taxes, net of federal benefit
200

 
2
 %
 
135

 
2
 %
 
194

 
2
 %
Non-U.S. tax effect, net of federal benefit
(641
)
 
(5
)%
 
(553
)
 
(7
)%
 
(327
)
 
(4
)%
Reorganization of Visa Europe and other legal entities
1,515

 
13
 %
 
—

 
—
 %
 
—

 
—
 %
Remeasurement of deferred tax liability
—

 
—
 %
 
(88
)
 
(1
)%
 
—

 
—
 %
Reversal of prior years tax reserves related to the resolution of uncertain tax positions
—

 
—
 %
 
—

 
—
 %
 
(239
)
 
(2
)%
Revaluation of Visa Europe put option
—

 
—
 %
 
(89
)
 
(1
)%
 
—

 
—
 %
Other, net
(172
)
 
(2
)%
 
(188
)
 
(3
)%
 
(109
)
 
(1
)%
Income tax provision
$
4,995

 
43
 %
 
$
2,021

 
25
 %
 
$
2,667

 
30
 %
Unrecognized Tax Benefits Reconciliation, Table 
A reconciliation of beginning and ending unrecognized tax benefits by fiscal year is as follows: 
 
2017
 
2016
 
(in millions)
Beginning balance at October 1
$
1,160

 
$
1,051

Increases of unrecognized tax benefits related to prior years
56

 
153

Decreases of unrecognized tax benefits related to prior years
(59
)
 
(180
)
Increases of unrecognized tax benefits related to current year
197

 
138

Reductions related to lapsing statute of limitations
(1
)
 
(2
)
Ending balance at September 30
$
1,353

 
$
1,160

Legal Matters (Tables)
Schedule of Loss Contingencies by Contingency 
The following table summarizes the activity related to accrued litigation.
 
Fiscal 2017
 
Fiscal 2016
 
(in millions)
Balance at October 1
$
981

 
$
1,024

Provision for uncovered legal matters
19

 
2

Accrual for VE territory covered litigation
186

 
2

Payments on legal matters
(204
)
 
(47
)
Balance at September 30
$
982

 
$
981

Schedule of Loss Contingencies by Contingency 
The following table summarizes the activity related to U.S. covered litigation.
 
Fiscal 2017
 
Fiscal 2016
 
(in millions)
Balance at October 1
$
978

 
$
1,023

Payments on U.S. covered litigation
—

 
(45
)
Balance at September 30
$
978

 
$
978

Schedule of Loss Contingencies by Contingency 
The following table summarizes the activity related to VE territory covered litigation.
 
Fiscal 2017
 
Fiscal 2016
 
(in millions)
Balance at October 1
$
2

 
$
—

Accrual for VE territory covered litigation
186

 
2

Payments on VE territory covered litigation
(187
)
 
—

Balance at September 30
$
1

 
$
2

Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended
Feb. 1, 2017
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2017
New Accounting Pronouncement, Early Adoption, Effect
Sep. 30, 2017
Domestic
Sep. 30, 2017
Non-U.S. Plans
Sep. 30, 2017
Minimum
Sep. 30, 2017
Maximum
Sep. 30, 2017
Furniture and Fixtures
Minimum
Sep. 30, 2017
Furniture and Fixtures
Maximum
Sep. 30, 2017
Building Improvements
Minimum
Sep. 30, 2017
Building Improvements
Maximum
Sep. 30, 2017
Building
Sep. 30, 2016
Restatement Adjustment
Sep. 30, 2016
Scenario, Previously Reported
Mar. 19, 2015
Class A common stock
Jun. 21, 2016
Visa Europe
Significant Accounting Policies [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Countries in which Entity Operates (more than)
 
200 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share capital of Visa Europe acquired (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
Common stock split, conversion ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4 
 
Number of reportable segments
 
1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments to Acquire Available-for-sale Securities
 
$ 3,238,000,000 
$ 10,426,000,000 
$ 2,850,000,000 
 
 
 
 
 
 
 
 
 
 
$ (17,600,000,000)
$ 28,000,000,000 
 
 
Proceeds from maturities and sales
 
5,012,000,000 
9,119,000,000 
1,925,000,000 
 
 
 
 
 
 
 
 
 
 
17,600,000,000 
26,700,000,000 
 
 
Estimated useful life
 
 
 
 
 
 
 
 
 
2 years 
10 years 
3 years 
40 years 
40 years 
 
 
 
 
Acquired long-lived intangible assets useful life
 
 
 
 
 
 
 
3 years 
15 years 
 
 
 
 
 
 
 
 
 
Indefinite-lived intangible impairment
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill, impairment loss
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expected average employee future service period for United States plans (in years)
 
 
 
 
 
9 years 
11 years 
 
 
 
 
 
 
 
 
 
 
 
Income tax provision (Note 18)
 
4,995,000,000 
2,021,000,000 1
2,667,000,000 
70,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income to net cash provided by operating activities
 
9,208,000,000 
5,574,000,000 
6,584,000,000 
70,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net cash used in financing activities
 
$ (5,924,000,000)
$ 7,477,000,000 
$ (3,603,000,000)
$ 70,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Visa Europe - Additional Information (Detail)
12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Sep. 30, 2017
USD ($)
Sep. 30, 2016
USD ($)
Sep. 30, 2015
USD ($)
Jun. 21, 2016
USD ($)
Jun. 21, 2016
Visa Europe
Jun. 21, 2016
Visa Europe
USD ($)
Jun. 21, 2016
Visa Europe
EUR (€)
Jun. 21, 2016
Visa Europe
USD ($)
Jun. 21, 2016
Visa Europe
EUR (€)
Jun. 21, 2016
Visa Europe
Class A equivalent preferred stock
USD ($)
Jun. 21, 2016
Visa Europe
U.K.&I preferred stock
Jun. 21, 2016
Visa Europe
U.K.&I preferred stock
USD ($)
Jun. 21, 2016
Visa Europe
Europe preferred stock
Jun. 21, 2016
Visa Europe
Europe preferred stock
USD ($)
Sep. 30, 2017
Preferred Stock
USD ($)
Sep. 30, 2016
Preferred Stock
USD ($)
Jun. 21, 2016
Preferred Stock
Visa Europe
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share capital of Visa Europe acquired (percent)
 
 
 
 
 
 
 
100.00% 
100.00% 
 
 
 
 
 
 
 
 
Up-front cash consideration
 
 
 
 
 
$ 13,900,000,000 
€ 12,200,000,000 
 
 
 
 
 
 
 
 
 
 
Shares issued at closing (shares)
 
 
 
 
 
 
 
 
 
 
2,480,466 
 
3,156,823 
 
 
 
79,000,000 
Convertible participating preferred stock issued in Visa Europe acquisition
0 
5,717,000,000 
0 
 
 
6,100,000,000 
5,300,000,000 
 
 
 
 
 
 
 
 
 
 
Average price of common stock (USD per share)
 
 
 
$ 77.33 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration
 
 
 
 
 
 
 
 
1,000,000,000 
 
 
 
 
 
 
 
 
Accrued interest on contingent consideration
 
 
 
 
 
 
 
4.00% 
4.00% 
 
 
 
 
 
 
 
 
Number of convertible debt instruments issued
 
 
 
 
3 
3 
3 
 
 
 
 
 
 
 
 
 
 
Preferred stock, par value
 
 
 
 
 
 
 
 
 
$ 0.0001 
 
$ 0.0001 
 
$ 0.0001 
$ 0.0001 
$ 0.0001 
 
Initial conversion rate of UK&I and Europe preferred stock into class A common or class A equivalent preferred stock
 
 
 
 
 
 
 
13.952 
13.952 
 
 
 
 
 
 
 
 
Total purchase consideration
 
 
 
 
 
 
 
$ 18,784,000,000 
 
 
 
 
 
 
 
 
 
Visa Europe - Purchase Price Allocation (Details) (USD $)
0 Months Ended 0 Months Ended 0 Months Ended
Sep. 30, 2017
Feb. 28, 2017
Sep. 30, 2016
Jun. 21, 2016
Jun. 21, 2016
Visa Europe
Jun. 21, 2016
Visa Europe
Jun. 21, 2016
Preliminary Purchase Price Allocation
Visa Europe
Jun. 21, 2016
Preliminary Purchase Price Allocation
Visa Europe
Jun. 21, 2016
Measurement Period Adjustments
Visa Europe
Jun. 21, 2016
Measurement Period Adjustments
Visa Europe
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
$ 4,457,000,000 1
 
$ 4,457,000,000 1
 
$ 0 1
Non-current assets
 
 
 
 
 
212,000,000 2
 
258,000,000 2
 
(46,000,000)2
Current liabilities
 
 
 
 
 
(2,767,000,000)3
 
(2,731,000,000)3
 
(36,000,000)3
Non-current liabilities
 
 
 
 
 
(1,998,000,000)2
 
(2,605,000,000)2
 
607,000,000 2
Tangible assets and liabilities
 
 
 
 
 
(96,000,000)
 
(621,000,000)
 
525,000,000 
Intangible assets - customer relationships and reacquired rights
 
 
 
 
15,905,000,000 2
 
16,137,000,000 2
 
(232,000,000)2
 
Goodwill
15,110,000,000 
181,000,000 
15,066,000,000 
 
 
2,975,000,000 4
 
3,268,000,000 4
 
(293,000,000)4
Fair value of net assets acquired
 
 
 
 
 
18,784,000,000 
 
18,784,000,000 
 
0 
Net deferred tax liabilities
 
 
 
$ 1,700,000,000 
 
 
 
 
 
 
[2] Intangible assets consist of customer relationships and reacquired rights, which have been valued as a single composite intangible asset as they are inextricably linked. These intangibles are considered indefinite-lived assets as the associated customer relationships have historically not experienced significant attrition, and the reacquired rights are based on the Framework Agreement, which has a perpetual term. Non-current assets and liabilities include deferred tax assets and liabilities that result in net deferred tax liabilities of $1.7 billion, which are primarily related to these indefinite-lived intangible assets, based on the final valuation. In February 2017, the Company completed a legal entity reorganization, resulting in the elimination of most of these deferred tax assets and liabilities. See Note 18—Income Taxes.
Changes in the U.S. Litigation Escrow Account (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2017
Interest Income
Opt-out Merchants
Sep. 30, 2016
Interest Income
Opt-out Merchants
Escrow Account [Roll Forward]
 
 
 
 
 
Litigation Escrow Account Balance, Beginning of Period
$ 1,031 
$ 1,027 
$ 1,072 
 
 
Payments to opt-out merchants and interest earned on escrow funds
 
 
 
4 
(45)
Litigation Escrow Account Balance, End of Period
$ 1,031 
$ 1,027 
$ 1,072 
 
 
U.S. and Europe Retrospective Responsibility Plan U.S. and Europe Retrospective Responsibility Plan Additional Details (Details)
12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Sep. 30, 2017
EUR (€)
Sep. 30, 2017
USD ($)
Sep. 30, 2016
USD ($)
Jun. 21, 2016
USD ($)
Jun. 21, 2016
EUR (€)
Sep. 30, 2017
Series B Preferred Stock
Sep. 30, 2016
Series B Preferred Stock
Sep. 30, 2017
Series B Preferred Stock
USD ($)
Sep. 30, 2017
Series C Preferred Stock
Sep. 30, 2016
Series C Preferred Stock
Sep. 30, 2017
Series C Preferred Stock
USD ($)
Sep. 30, 2017
Right to Recover for Covered Losses
USD ($)
Sep. 30, 2017
MasterCard
Sep. 30, 2017
Visa
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Omnibus loss sharing agreement percentage
 
 
 
 
 
 
 
 
 
 
 
 
33.3333% 
66.6667% 
Loss Contingency, Litigation Loss Sharing Agreement, Obligation Threshold
 
 
 
 
€ 1,000,000,000 
 
 
 
 
 
 
 
 
 
Limit Of Protection From VE Territory Covered Losses
 
 
 
70.00% 
70.00% 
 
 
 
 
 
 
 
 
 
VE covered loss, maximum amount of loss to allow adjustment of conversion rate during six-month period
20,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recovery through conversion rate adjustment
 
 
 
 
 
 
 
190,000,000 
 
 
1,000,000 
191,000,000 
 
 
Preferred stock, conversion rate
 
 
 
 
 
13.0770 1
13.952 
 
13.9480 
13.952 
 
 
 
 
Right to recover for covered losses
 
$ 52,000,000 
$ 34,000,000 
$ 25,000,000 
 
 
 
 
 
 
 
 
 
 
U.S. and Europe Retrospective Responsibility Plan Changes in Preferred Stock and Right to Recover Covered Losses (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Jun. 21, 2016
Sep. 30, 2014
Sep. 30, 2017
Preferred Stock
Sep. 30, 2016
Preferred Stock
Sep. 30, 2017
Series B Preferred Stock
Sep. 30, 2016
Series B Preferred Stock
Sep. 30, 2017
Series B Preferred Stock
Sep. 30, 2016
Series B Preferred Stock
Sep. 30, 2017
Series C Preferred Stock
Sep. 30, 2016
Series C Preferred Stock
Sep. 30, 2017
Series C Preferred Stock
Sep. 30, 2016
Series C Preferred Stock
Sep. 30, 2017
Class A common stock
Sep. 30, 2016
Class A common stock
Sep. 30, 2017
Right to Recover for Covered Losses
Sep. 30, 2016
Right to Recover for Covered Losses
Sep. 30, 2017
Preferred Stock
Sep. 30, 2015
Preferred Stock
Sep. 30, 2017
Preferred Stock
Series B Preferred Stock
Sep. 30, 2017
Preferred Stock
Series C Preferred Stock
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$ 32,912 
$ 29,842 
 
$ 27,413 
 
 
 
 
 
 
 
 
 
 
 
 
$ (34)
$ 0 
$ 5,717 
$ 0 
$ 2,516 
$ 3,201 
VE Territory Covered Losses Incurred (Note 14)
(209)
(34)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(209)
(34)
 
 
 
 
Recovery through conversion rate adjustment
 
 
 
 
 
 
 
 
190 
 
 
 
1 
 
 
 
191 
 
(191)
 
(190)
(1)
Ending Balance
32,760 
32,912 
 
27,413 
 
 
 
 
 
 
 
 
 
 
 
 
(52)
(34)
5,526 
0 
2,326 
3,200 
Preferred Stock Available to Recover Covered Losses, Value, As-converted
8,048 
6,504 
 
 
 
 
 
 
3,414 
2,862 
 
 
4,634 
3,642 
 
 
 
 
 
 
 
 
Preferred stock
 
 
 
 
 
 
 
 
2,326 
2,516 
 
 
3,200 
3,201 
 
 
 
 
 
 
 
 
Preferred Stock Available to Recover Covered Losses, Value
5,526 
5,717 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Right to recover for covered losses
(52)
(34)
(25)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock Available to Recover Covered Losses, Value, As-converted, Net
7,996 
6,470 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock Available to Recover Covered Losses, Value, Net
$ 5,474 
$ 5,683 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, shares outstanding
 
 
 
 
5,000,000 
5,000,000 
 
 
2,000,000 
2,000,000 
 
 
3,000,000 
3,000,000 
 
 
 
 
 
 
 
 
Preferred stock, conversion rate
 
 
 
 
 
 
13.0770 1
13.952 
 
 
13.9480 
13.952 
 
 
 
 
 
 
 
 
 
 
Closing Stock Price
$ 105.24 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 105.24 
$ 82.70 
 
 
 
 
 
 
Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Investment securities
 
 
Trading
$ 82 
$ 71 
Available-for-sale securities
5,408 
7,179 
Fair Value, Measurements, Recurring |
Level 1
 
 
Investment securities
 
 
Fair value, total assets
7,762 
6,839 
Liabilities
 
 
Fair value, total liabilities
0 
0 
Fair Value, Measurements, Recurring |
Level 1 |
Money market funds
 
 
Cash equivalents and restricted cash
 
 
Cash equivalents and restricted cash
5,935 
4,537 
Fair Value, Measurements, Recurring |
Level 1 |
Equity securities
 
 
Investment securities
 
 
Trading
82 
71 
Available-for-sale securities
124 
53 
Fair Value, Measurements, Recurring |
Level 1 |
U.S. Treasury securities
 
 
Investment securities
 
 
Available-for-sale securities
1,621 
2,178 
Fair Value, Measurements, Recurring |
Level 2
 
 
Investment securities
 
 
Fair value, total assets
6,551 
5,200 
Liabilities
 
 
Fair value, total liabilities
98 
136 
Fair Value, Measurements, Recurring |
Level 2 |
U.S. government-sponsored debt securities
 
 
Cash equivalents and restricted cash
 
 
Cash equivalents and restricted cash
2,870 
196 
Investment securities
 
 
Available-for-sale securities
3,663 
4,699 
Fair Value, Measurements, Recurring |
Level 2 |
Corporate debt securities
 
 
Investment securities
 
 
Available-for-sale securities
0 
249 
Prepaid and other current assets |
Fair Value, Measurements, Recurring |
Level 2 |
Foreign exchange derivative instruments
 
 
Investment securities
 
 
Foreign exchange derivative instruments
18 
50 
Other Assets |
Fair Value, Measurements, Recurring |
Level 2 |
Foreign exchange derivative instruments
 
 
Investment securities
 
 
Foreign exchange derivative instruments
   
6 
Accrued Liabilities |
Fair Value, Measurements, Recurring |
Level 2 |
Foreign exchange derivative instruments
 
 
Liabilities
 
 
Foreign exchange derivative instruments
98 
116 
Other Liabilities |
Fair Value, Measurements, Recurring |
Level 2 |
Foreign exchange derivative instruments
 
 
Liabilities
 
 
Foreign exchange derivative instruments
$ 0 
$ 20 
Fair Value Measurements and Investments - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
0 Months Ended 12 Months Ended
Feb. 1, 2017
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Fair Value Measurements and Investments [Abstract]
 
 
 
 
Impairment losses, investments
 
$ 0 
$ 0 
$ 0 
Fair value, assets, level 1 to level 2 transfers, amount
 
0 
 
 
Non-marketable equity investments
 
94 
46 
 
Goodwill and intangible asset impairment
0 
 
 
 
Trading assets, mutual fund investments related to various employee compensation plans
 
$ 82 
$ 71 
 
Fair Value Measurements and Investments Carrying amount and estimated fair value of debt (Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Debt Instrument [Line Items]
 
 
Carrying amount of current maturities of long-term debt
$ 1,749 
$ 0 
Carrying Amount
16,618 
15,882 
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Carrying amount of current maturities of long-term debt
1,749 
 
Carrying Amount
16,618 
15,882 
Debt, Long-term and Short-term, Combined Amount
18,367 
15,882 
2017 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
1.20% 
 
2017 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
1.20% 
 
Carrying amount of current maturities of long-term debt
1,749 
 
Carrying Amount
 
1,746 
2020 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.20% 
 
2020 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.20% 
 
Carrying Amount
2,990 
2,988 
September 2022 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.15% 
 
September 2022 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.15% 
 
Carrying Amount
993 
0 
2022 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.80% 
 
2022 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.80% 
 
Carrying Amount
2,240 
2,238 
2025 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
3.15% 
 
2025 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
3.15% 
 
Carrying Amount
3,967 
3,964 
2027 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.75% 
 
2027 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.75% 
 
Carrying Amount
740 
0 
2035 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
4.15% 
 
2035 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
4.15% 
 
Carrying Amount
1,485 
1,485 
2045 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
4.30% 
 
2045 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
4.30% 
 
Carrying Amount
3,463 
3,461 
2047 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
3.65% 
 
2047 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
3.65% 
 
Carrying Amount
740 
0 
Estimate of Fair Value Measurement |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated Fair Value
19,171 
17,158 
Estimate of Fair Value Measurement |
2017 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated Fair Value
1,751 
1,754 
Estimate of Fair Value Measurement |
2020 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated Fair Value
3,031 
3,077 
Estimate of Fair Value Measurement |
September 2022 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated Fair Value
997 
0 
Estimate of Fair Value Measurement |
2022 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated Fair Value
2,301 
2,359 
Estimate of Fair Value Measurement |
2025 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated Fair Value
4,098 
4,225 
Estimate of Fair Value Measurement |
2027 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated Fair Value
737 
0 
Estimate of Fair Value Measurement |
2035 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated Fair Value
1,637 
1,698 
Estimate of Fair Value Measurement |
2045 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated Fair Value
3,873 
4,045 
Estimate of Fair Value Measurement |
2047 Notes |
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
Estimated Fair Value
$ 746 
$ 0 
Amortized Cost, Unrealized Gains and Losses, and Fair Value of Available-for-sale Securities (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
$ 5,292 
$ 7,124 
Gross Unrealized Gains
120 
55 
Gross Unrealized Losses
(4)
0 
Fair Value
5,408 
7,179 
Less: current portion of available-for-sale investment securities
(3,482)
(3,248)
Long-term available-for-sale investment securities
1,926 
3,931 
U.S. government-sponsored debt securities |
Debt and Equity Securities
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
3,664 
4,693 
Gross Unrealized Gains
1 
6 
Gross Unrealized Losses
(2)
 
Fair Value
3,663 
4,699 
U.S. Treasury securities |
Debt and Equity Securities
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
1,623 
2,176 
Gross Unrealized Gains
 
3 
Gross Unrealized Losses
(2)
 
Fair Value
1,621 
2,179 
Equity securities |
Debt and Equity Securities
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
5 
7 
Gross Unrealized Gains
119 
46 
Fair Value
124 
53 
Corporate debt securities |
Debt and Equity Securities
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
 
248 
Fair Value
 
$ 248 
Contractual Maturity of Available-for-sale Debt Securities (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Amortized Cost
 
Due within one year
$ 3,360 
Due after 1 year through 5 years
1,927 
Due after 5 years through 10 years
0 
Due after 10 years
0 
Total
5,287 
Fair Value
 
Due within one year
3,358 
Due after 1 year through 5 years
1,926 
Due after 5 years through 10 years
0 
Due after 10 years
0 
Total
$ 5,284 
Investment Income, Net (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Fair Value Measurements and Investments [Abstract]
 
 
 
Interest and dividend income on cash and investments
$ 92 
$ 75 
$ 31 
Gain on other investments
6 
5 
3 
Investment securities, trading:
 
 
 
Unrealized gains (losses), net
6 
3 
(6)
Realized gains, net
2 
 
2 
Investment securities, available-for-sale:
 
 
 
Realized (losses) gains, net
(1)
3 
21 
Other-than-temporary impairment on investments
 
(4)
(5)
Investment income
$ 105 
$ 82 
$ 46 
Property, Equipment and Technology, Net (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Property, Plant and Equipment [Line Items]
 
 
Total property, equipment and technology
$ 5,143 
$ 4,798 
Accumulated depreciation and amortization
(2,890)
(2,648)
Property, equipment and technology, net
2,253 
2,150 
Land
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property, equipment and technology
72 
74 
Buildings and building improvements
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property, equipment and technology
865 
839 
Furniture, equipment and leasehold improvements
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property, equipment and technology
1,534 
1,382 
Construction-in-progress
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property, equipment and technology
139 
125 
Technology
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property, equipment and technology
$ 2,533 
$ 2,378 
Property, Equipment and Technology, Net - Additional Information (Detail) (USD $)
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Finite-Lived Intangible Assets [Line Items]
 
 
 
Technology, accumulated amortization
$ 1,700,000,000 
$ 1,500,000,000 
 
Depreciation and amortization
556,000,000 
502,000,000 1
494,000,000 
Depreciation and amortization, amortization expense on technology
56,000,000 
50,000,000 
63,000,000 
Property, Equipment and Technology
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
Depreciation and amortization
500,000,000 
452,000,000 
431,000,000 
Technology and Software
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
Depreciation and amortization, amortization expense on technology
$ 285,000,000 
$ 259,000,000 
$ 251,000,000 
Estimated Future Amortization Expense on Technology Placed in Service (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Finite-Lived Intangible Assets [Line Items]
 
2018
$ 40 
2019
40 
2020
40 
2021
40 
2022 and thereafter
71 
Total
231 
Technology and Software
 
Finite-Lived Intangible Assets [Line Items]
 
2018
265 
2019
222 
2020
159 
2021
107 
2022 and thereafter
76 
Total
$ 829 
Estimated Future Amortization Expense on Finite-Lived Intangible Assets (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Intangible Assets, Net (Excluding Goodwill) [Abstract]
 
2018
$ 40 
2019
40 
2020
40 
2021
40 
2022 and thereafter
71 
Total
$ 231 
Intangible Assets, Net - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Feb. 28, 2017
Intangible Assets, Net (Excluding Goodwill) [Abstract]
 
 
 
 
Amortization expense related to finite-lived intangible assets
$ 56 
$ 50 
$ 63 
 
Impairment of indefinite-lived or finite-lived intangible assets
0 
0 
0 
 
Payments to Acquire Businesses, Net of Cash Acquired
302 
9,082 
93 
 
Finite-lived Intangible Assets Acquired
104 
 
 
 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
8 years 
 
 
 
Goodwill (Note 2 and Note 6)
$ 15,110 
$ 15,066 
 
$ 181 
Accrued Liabilities (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Other Liabilities Disclosure [Abstract]
 
 
Accrued operating expenses
$ 434 
$ 347 
Accrued interest expenses
149 
145 
Accrued income taxes-(See Note 18-Income Taxes)
243 
153 
Other
303 
483 
Total
$ 1,129 
$ 1,128 
Other Long-term Liabilities (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Other Liabilities Disclosure [Abstract]
 
 
Accrued income taxes-(See Note 18-Income Taxes)
$ 1,092 
$ 911 
Employee benefits
62 
137 
Other
167 
114 
Total
$ 1,321 
$ 1,162 
Debt - Senior Notes (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Debt Instrument [Line Items]
 
 
Long-term Debt, Current Maturities
$ 1,749 
$ 0 
Carrying amount (long-term)
16,618 
15,882 
Principal amount
18,500 
 
2017 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
1.20% 
 
2020 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.20% 
 
September 2022 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.15% 
 
2022 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.80% 
 
2025 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
3.15% 
 
2027 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
2.75% 
 
2035 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
4.15% 
 
2045 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
4.30% 
 
2047 Notes
 
 
Debt Instrument [Line Items]
 
 
Stated interest rate (percent)
3.65% 
 
Senior Notes
 
 
Debt Instrument [Line Items]
 
 
long-term debt, current maturities, gross
1,750 
 
Principal amount
16,750 
16,000 
Unamortized discounts and debt issuance costs (current maturities)
(1)
 
Long-term Debt, Current Maturities
1,749 
 
Unamortized discounts and debt issuance costs (long-term)
(132)
(118)
Carrying amount (long-term)
16,618 
15,882 
Principal amount
18,500 
16,000 
Unamortized discounts and debt issuance costs
133 
118 
Carrying amount
18,367 
15,882 
Senior Notes |
2017 Notes
 
 
Debt Instrument [Line Items]
 
 
long-term debt, current maturities, gross
1,750 
 
Principal amount
 
1,750 
Unamortized discounts and debt issuance costs (current maturities)
(1)
 
Long-term Debt, Current Maturities
1,749 
 
Unamortized discounts and debt issuance costs (long-term)
 
(4)
Carrying amount (long-term)
 
1,746 
Effective interest rate (percent)
1.37% 
 
Stated interest rate (percent)
1.20% 
 
Redemption price, additional basis spread (percent)
0.05% 
 
Senior Notes |
2020 Notes
 
 
Debt Instrument [Line Items]
 
 
Principal amount
3,000 
3,000 
Unamortized discounts and debt issuance costs (long-term)
(10)
(12)
Carrying amount (long-term)
2,990 
2,988 
Effective interest rate (percent)
2.30% 
 
Stated interest rate (percent)
2.20% 
 
Redemption price, additional basis spread (percent)
0.10% 
 
Senior Notes |
September 2022 Notes
 
 
Debt Instrument [Line Items]
 
 
Principal amount
1,000 
0 
Unamortized discounts and debt issuance costs (long-term)
(7)
0 
Carrying amount (long-term)
993 
0 
Effective interest rate (percent)
2.30% 
 
Stated interest rate (percent)
2.15% 
 
Redemption price, additional basis spread (percent)
0.10% 
 
Senior Notes |
2022 Notes
 
 
Debt Instrument [Line Items]
 
 
Principal amount
2,250 
2,250 
Unamortized discounts and debt issuance costs (long-term)
(10)
(12)
Carrying amount (long-term)
2,240 
2,238 
Effective interest rate (percent)
2.89% 
 
Stated interest rate (percent)
2.80% 
 
Redemption price, additional basis spread (percent)
0.125% 
 
Senior Notes |
2025 Notes
 
 
Debt Instrument [Line Items]
 
 
Principal amount
4,000 
4,000 
Unamortized discounts and debt issuance costs (long-term)
(33)
(36)
Carrying amount (long-term)
3,967 
3,964 
Effective interest rate (percent)
3.26% 
 
Stated interest rate (percent)
3.15% 
 
Redemption price, additional basis spread (percent)
0.15% 
 
Senior Notes |
2027 Notes
 
 
Debt Instrument [Line Items]
 
 
Principal amount
750 
0 
Unamortized discounts and debt issuance costs (long-term)
(10)
0 
Carrying amount (long-term)
740 
0 
Effective interest rate (percent)
2.91% 
 
Stated interest rate (percent)
2.75% 
 
Redemption price, additional basis spread (percent)
0.125% 
 
Senior Notes |
2035 Notes
 
 
Debt Instrument [Line Items]
 
 
Principal amount
1,500 
1,500 
Unamortized discounts and debt issuance costs (long-term)
(15)
(15)
Carrying amount (long-term)
1,485 
1,485 
Effective interest rate (percent)
4.23% 
 
Stated interest rate (percent)
4.15% 
 
Redemption price, additional basis spread (percent)
0.20% 
 
Senior Notes |
2045 Notes
 
 
Debt Instrument [Line Items]
 
 
Principal amount
3,500 
3,500 
Unamortized discounts and debt issuance costs (long-term)
(37)
(39)
Carrying amount (long-term)
3,463 
3,461 
Effective interest rate (percent)
4.37% 
 
Stated interest rate (percent)
4.30% 
 
Redemption price, additional basis spread (percent)
0.20% 
 
Senior Notes |
2047 Notes
 
 
Debt Instrument [Line Items]
 
 
Principal amount
750 
0 
Unamortized discounts and debt issuance costs (long-term)
(10)
0 
Carrying amount (long-term)
$ 740 
$ 0 
Effective interest rate (percent)
3.73% 
 
Stated interest rate (percent)
3.65% 
 
Redemption price, additional basis spread (percent)
0.15% 
 
Debt - Additional Information (Detail) (USD $)
0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 1 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Jan. 27, 2016
Revolving Credit Facility
Sep. 30, 2016
Revolving Credit Facility
Jan. 27, 2016
Revolving Credit Facility
Sep. 30, 2016
Commercial Paper
Dec. 31, 2016
Commercial Paper
Sep. 30, 2017
Senior Notes
Sep. 30, 2016
Senior Notes
Sep. 30, 2017
Senior Notes
September 2017 Notes
Dec. 31, 2015
Senior Notes
December 2015 Notes
Sep. 30, 2017
Senior Notes
2017 Notes
Sep. 30, 2016
Senior Notes
2017 Notes
Oct. 11, 2017
Senior Notes
2017 Notes
Subsequent Event
Sep. 30, 2017
Senior Notes
If Redeemed Prior to Maturity Date or Par Call Date, As Applicable
Sep. 30, 2017
Senior Notes
If Redeemed on or after Par Call Date, except for 2017 Notes
Sep. 30, 2017
Senior Notes
Minimum
September 2017 Notes
Dec. 31, 2015
Senior Notes
Minimum
December 2015 Notes
Sep. 30, 2017
Senior Notes
Maximum
September 2017 Notes
Dec. 31, 2015
Senior Notes
Maximum
December 2015 Notes
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal amount
 
 
 
 
 
 
 
$ 16,750,000,000 
$ 16,000,000,000 
$ 2,500,000,000 
$ 16,000,000,000 
 
$ 1,750,000,000 
 
 
 
 
 
 
 
Maturity period for senior notes
 
 
5 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
5 years 
2 years 
30 years 
30 years 
Net aggregate proceeds
16,618,000,000 
15,882,000,000 
 
 
 
 
 
16,618,000,000 
15,882,000,000 
2,500,000,000 
15,900,000,000 
 
1,746,000,000 
 
 
 
 
 
 
 
long-term debt, current maturities, gross
 
 
 
 
 
 
 
1,750,000,000 
 
 
 
1,750,000,000 
 
 
 
 
 
 
 
 
Repayments of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
1,750,000,000 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
505,000,000 
399,000,000 
 
 
 
 
 
 
 
 
 
 
 
Redemption price, as percentage of principal amount (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
100.00% 
 
 
 
 
Commercial paper program, amount available
 
 
 
 
 
3,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial paper program, maturity period
 
 
 
 
 
P397D 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current debt
 
 
 
 
 
 
567,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term debt, weighted average interest rate, at point in time
 
 
 
 
 
 
0.79% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial paper program, amount outstanding
 
 
 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity
 
 
 
 
4,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated indebtedness to consolidated EBITDA ratio (not greater than)
 
 
3.75 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit facility amount outstanding
 
 
 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt - Debt Maturities (Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Debt Disclosure [Abstract]
 
2018
$ 1,750 
2019
0 
2020
0 
2021
3,000 
2022
1,000 
Thereafter
12,750 
Total
$ 18,500 
Pension, Postretirement and Other Benefits - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Postretirement benefit plan, age when benefits terminate
 
65 years 
 
Assumed annual rate of future increases in health benefits for the other postretirement benefits plan for fiscal 2018
7.00% 
 
 
Assumed annual rate of future decreases in health benefits for the other postretirement benefits plan by 2021
5.00% 
 
 
Increasing or decreasing the healthcare cost trend by one per cent would increase decrease the postretirement accumulated plan benefit obligation by less than
$ 1 
 
 
Defined contribution plan, personnel costs
58 
55 
49 
U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Cash balance formula contributions, rate of eligible compensation
 
6.00% 
 
Curtailment gain recognized
 
$ 8 
 
Change in Benefit Obligation (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Pension Benefits |
U.S. Plans
 
 
 
Change in Benefit Obligation
 
 
 
Benefit obligation—beginning of fiscal year
$ 1,072 
$ 1,005 
 
Visa Europe acquisition
0 
0 
 
Service cost
0 
13 
47 
Interest cost
36 
40 
40 
Actuarial loss (gain)
58 
86 
 
Benefit payments
137 
64 
 
Plan amendment
0 
(8)
 
Foreign currency exchange rate changes
0 
0 
 
Benefit obligation—end of fiscal year
913 
1,072 
1,005 
Accumulated benefit obligation
913 
1,072 
 
Change in Plan Assets:
 
 
 
Fair value of plan assets—beginning of fiscal year
1,077 
1,022 
 
Visa Europe acquisition
0 
0 
 
Actual return on plan assets
125 
118 
 
Company contribution
9 
1 
 
Benefit payments
137 
64 
 
Foreign currency exchange rate changes
0 
0 
 
Fair value of plan assets—end of fiscal year
1,074 
1,077 
1,022 
Funded status at end of fiscal year
161 
5 
 
Recognized in Consolidated Balance Sheets:
 
 
 
Non-current asset
(168)
(22)
 
Current liability
(1)
(9)
 
Non-current liability
(6)
(8)
 
Funded status at end of fiscal year
161 
5 
 
Pension Benefits |
Non-U.S. Plans
 
 
 
Change in Benefit Obligation
 
 
 
Benefit obligation—beginning of fiscal year
474 
0 
 
Visa Europe acquisition
0 
381 
 
Service cost
6 1
1 1
 
Interest cost
11 1
3 1
 
Actuarial loss (gain)
52 
(86)
 
Benefit payments
14 
1 
 
Plan amendment
0 
0 
 
Foreign currency exchange rate changes
8 
4 
 
Benefit obligation—end of fiscal year
433 
474 
 
Accumulated benefit obligation
433 
474 
 
Change in Plan Assets:
 
 
 
Fair value of plan assets—beginning of fiscal year
415 
0 
 
Visa Europe acquisition
0 
287 
 
Actual return on plan assets
17 
25 
 
Company contribution
5 
102 
 
Benefit payments
14 
1 
 
Foreign currency exchange rate changes
10 
2 
 
Fair value of plan assets—end of fiscal year
433 
415 
 
Funded status at end of fiscal year
0 
(59)
 
Recognized in Consolidated Balance Sheets:
 
 
 
Non-current asset
0 
0 
 
Current liability
(5)
(6)
 
Non-current liability
5 
(53)
 
Funded status at end of fiscal year
0 
(59)
 
Other Postretirement Benefits |
U.S. Plans
 
 
 
Change in Benefit Obligation
 
 
 
Benefit obligation—beginning of fiscal year
14 
18 
 
Visa Europe acquisition
0 
0 
 
Service cost
0 
0 
0 
Interest cost
1 
1 
1 
Actuarial loss (gain)
1 
2 
 
Benefit payments
3 
3 
 
Plan amendment
0 
0 
 
Foreign currency exchange rate changes
0 
0 
 
Benefit obligation—end of fiscal year
11 
14 
18 
Change in Plan Assets:
 
 
 
Fair value of plan assets—beginning of fiscal year
0 
0 
 
Visa Europe acquisition
0 
0 
 
Actual return on plan assets
0 
0 
 
Company contribution
3 
3 
 
Benefit payments
3 
3 
 
Foreign currency exchange rate changes
0 
0 
 
Fair value of plan assets—end of fiscal year
0 
0 
0 
Funded status at end of fiscal year
(11)
(14)
 
Recognized in Consolidated Balance Sheets:
 
 
 
Non-current asset
0 
0 
 
Current liability
(2)
(3)
 
Non-current liability
(9)
(11)
 
Funded status at end of fiscal year
$ (11)
$ (14)
 
Amounts Recognized in Accumulated Comprehensive Income Before Tax (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Pension Benefits |
U.S. Plans
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
Net actuarial loss (gain)
$ 97 
$ 241 
Prior service credit
0 
0 
Total
97 
241 
Pension Benefits |
Non-U.S. Plans
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
Net actuarial loss (gain)
9 
66 
Prior service credit
0 
0 
Total
9 
66 
Other Postretirement Benefits |
U.S. Plans
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
Net actuarial loss (gain)
(4)
(5)
Prior service credit
0 
(2)
Total
$ (4)
$ (7)
Amounts from Accumulated Other Comprehensive Income to be Amortized into Net Periodic Benefit Cost (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Other Postretirement Benefits |
U.S. Plans
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
Actuarial loss (gain)
$ (1)
Prior service credit
0 
Total
(1)
Pension Benefits |
U.S. Plans
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
Actuarial loss (gain)
0 
Prior service credit
0 
Total
0 
Pension Benefits |
Non-U.S. Plans
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
Actuarial loss (gain)
0 
Prior service credit
0 
Total
$ 0 
Net Periodic Pension and Other Postretirement Plan Cost (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Pension Benefits |
U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Service cost
$ 0 
$ 13 
$ 47 
Interest cost
36 
40 
40 
Expected return on assets
(70)
(69)
(72)
Prior service credit
0 
(1)
(7)
Actuarial loss (gain)
15 
7 
1 
Net benefit cost
(19)
(10)
9 
Curtailment gain
0 
(8)
0 
Settlement loss
15 
13 
7 
Total net periodic benefit cost
(4)
(5)
16 
Pension Benefits |
Non-U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Service cost
6 1
1 1
 
Interest cost
11 1
3 1
 
Expected return on assets
(16)1
(4)1
 
Prior service credit
0 1
0 1
 
Actuarial loss (gain)
2 1
0 1
 
Net benefit cost
3 1
0 1
 
Curtailment gain
0 1
0 1
 
Settlement loss
0 1
0 1
 
Total net periodic benefit cost
3 1
0 1
 
Other Postretirement Benefits |
U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Service cost
0 
0 
0 
Interest cost
1 
1 
1 
Expected return on assets
0 
0 
0 
Prior service credit
(2)
(3)
(3)
Actuarial loss (gain)
(2)
(2)
(2)
Net benefit cost
(3)
(4)
(4)
Curtailment gain
0 
0 
0 
Settlement loss
0 
0 
0 
Total net periodic benefit cost
$ (3)
$ (4)
$ (4)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Current year actuarial loss (gain)
$ (183)
$ 106 
$ 122 
Amortization of prior service credit
(32)
(10)
1 
Pension Benefits |
U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Current year actuarial loss (gain)
(113)
30 
 
Amortization of actuarial (loss) gain
(30)
(20)
 
Current year prior service credit
0 
0 
 
Amortization of prior service credit
0 
9 
 
Total recognized in other comprehensive income
(143)
19 
 
Total recognized in net periodic benefit cost and other comprehensive income
(147)
14 
 
Pension Benefits |
Non-U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Current year actuarial loss (gain)
(53)
66 
 
Amortization of actuarial (loss) gain
(2)
0 
 
Current year prior service credit
0 
0 
 
Amortization of prior service credit
0 
0 
 
Total recognized in other comprehensive income
(55)
66 
 
Total recognized in net periodic benefit cost and other comprehensive income
(52)
66 
 
Other Postretirement Benefits |
U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Current year actuarial loss (gain)
0 
(2)
 
Amortization of actuarial (loss) gain
2 
2 
 
Current year prior service credit
0 
0 
 
Amortization of prior service credit
2 
3 
 
Total recognized in other comprehensive income
4 
3 
 
Total recognized in net periodic benefit cost and other comprehensive income
$ 1 
$ (1)
 
Weighted Average Actuarial Assumptions (Detail)
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Expected long-term rate of return on plan assets
7.00% 1
7.00% 1
7.00% 1
Rate of increase in compensation levels for:
 
 
 
Benefit obligation
 
 
4.00% 2
Net periodic benefit cost
 
 
4.00% 2
Non-U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Expected long-term rate of return on plan assets
4.50% 1
3.92% 1
 
Rate of increase in compensation levels for:
 
 
 
Benefit obligation
3.20% 2
3.20% 2
 
Net periodic benefit cost
3.20% 2
3.00% 2
 
Other Postretirement Benefits |
U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Discount rate for benefit obligation
2.44% 3
1.91% 3
2.43% 3
Discount rate for net periodic benefit cost
1.91% 
2.43% 
2.59% 
Pension Benefits |
U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Discount rate for benefit obligation
3.84% 3
3.62% 3
4.33% 3
Discount rate for net periodic benefit cost
3.62% 
4.33% 
4.27% 
Pension Benefits |
Non-U.S. Plans
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Discount rate for benefit obligation
2.70% 3
2.40% 3
 
Discount rate for net periodic benefit cost
2.40% 
3.10% 
 
Plan's Investments at Fair Value (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value, assets, level 1 to level 2 transfers, amount
$ 0 
 
 
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value, assets, level 1 to level 2 transfers, amount
0 
0 
 
U.S. Plans |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
1,074 
1,077 
1,022 
U.S. Plans |
Equity securities
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Actual plan asset allocations
64.00% 
 
 
U.S. Plans |
Fixed income securities
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Actual plan asset allocations
33.00% 
 
 
U.S. Plans |
Other security investments
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Actual plan asset allocations
3.00% 
 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
1,074 
1,077 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Equity securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
145 
672 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Cash equivalents |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
31 
39 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Collective investment funds |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
540 
0 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Corporate debt securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
197 
185 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
U.S. government-sponsored debt securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
47 
30 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
U.S. Treasury securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
75 
100 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Asset-backed securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
39 
51 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Level 1 |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
251 
811 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Level 1 |
Equity securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
145 
672 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Level 1 |
Cash equivalents |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
31 
39 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Level 1 |
U.S. Treasury securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
75 
100 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Level 2 |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
784 
215 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Level 2 |
Collective investment funds |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
540 
0 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Level 2 |
Corporate debt securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
197 
185 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Level 2 |
U.S. government-sponsored debt securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
47 
30 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Level 3 |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
39 
51 
 
U.S. Plans |
Fair Value, Measurements, Recurring |
Level 3 |
Asset-backed securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
39 
51 
 
Non-U.S. Plans |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
433 
415 
0 
Non-U.S. Plans |
Equity securities
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Target allocation, percentage
28.00% 
 
 
Actual plan asset allocations
31.00% 
 
 
Non-U.S. Plans |
Fixed income securities
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Target allocation, percentage
47.00% 
 
 
Actual plan asset allocations
44.00% 
 
 
Non-U.S. Plans |
Other security investments
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Target allocation, percentage
25.00% 
 
 
Actual plan asset allocations
25.00% 
 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
433 
415 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Equity securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
134 
116 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Cash equivalents |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
1 
105 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Corporate debt securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
39 
39 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
UK Treasury securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
150 
52 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Asset-backed securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
32 
29 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Multi-asset securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
77 1
74 1
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Level 1 |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
285 
273 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Level 1 |
Equity securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
134 
116 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Level 1 |
Cash equivalents |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
1 
105 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Level 1 |
UK Treasury securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
150 
52 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Level 2 |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
116 
113 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Level 2 |
Corporate debt securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
39 
39 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Level 2 |
Multi-asset securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
77 1
74 1
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Level 3 |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
32 
29 
 
Non-U.S. Plans |
Fair Value, Measurements, Recurring |
Level 3 |
Asset-backed securities |
Pension Benefits
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Fair value of plan assets
$ 32 
$ 29 
 
Minimum |
U.S. Plans |
Equity securities
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Target allocation, percentage
50.00% 
 
 
Minimum |
U.S. Plans |
Fixed income securities
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Target allocation, percentage
25.00% 
 
 
Maximum |
U.S. Plans |
Equity securities
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Target allocation, percentage
80.00% 
 
 
Maximum |
U.S. Plans |
Fixed income securities
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Target allocation, percentage
35.00% 
 
 
Maximum |
U.S. Plans |
Other security investments
 
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
 
Target allocation, percentage
7.00% 
 
 
Cash Flows - Employer Contributions (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Pension Benefits |
U.S. Plans
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
Actual employer contributions
$ 9 
$ 1 
Expected employer contributions
 
 
Expected employer contributions 2018
1 
 
Expected benefit payments
 
 
Expected benefit payments 2018
161 
 
Expected benefit payments 2019
83 
 
Expected benefit payments 2020
82 
 
Expected benefit payments 2021
80 
 
Expected benefit payments 2022
75 
 
Expected benefit payments 2023-2027
323 
 
Pension Benefits |
Non-U.S. Plans
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
Actual employer contributions
5 
102 
Expected employer contributions
 
 
Expected employer contributions 2018
5 
 
Expected benefit payments
 
 
Expected benefit payments 2018
5 
 
Expected benefit payments 2019
5 
 
Expected benefit payments 2020
5 
 
Expected benefit payments 2021
5 
 
Expected benefit payments 2022
5 
 
Expected benefit payments 2023-2027
29 
 
Other Postretirement Benefits |
U.S. Plans
 
 
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
 
 
Actual employer contributions
3 
3 
Expected employer contributions
 
 
Expected employer contributions 2018
2 
 
Expected benefit payments
 
 
Expected benefit payments 2018
2 
 
Expected benefit payments 2019
2 
 
Expected benefit payments 2020
2 
 
Expected benefit payments 2021
1 
 
Expected benefit payments 2022
1 
 
Expected benefit payments 2023-2027
$ 1 
 
Settlement Guarantee Management - Additional Information (Detail) (USD $)
12 Months Ended
Sep. 30, 2017
month
Sep. 30, 2016
Settlement Guarantee Management [Abstract]
 
 
Number of Rolling Months of Average Chargebacks Volume Included in Settlement Risk Exposure
4 
 
Estimated maximum settlement exposure
$ 67,700,000,000 
$ 67,800,000,000 
Covered settlement exposure
2,800,000,000 
2,900,000,000 
Estimated probability-weighted value of the guarantee
$ 3,000,000 
$ 2,000,000 
Collateral (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Settlement Guarantee Management [Abstract]
 
 
Cash equivalents
$ 1,490 
$ 1,295 
Pledged securities at market value
167 
170 
Letters of credit
1,316 
1,311 
Guarantees
941 
1,418 
Total
$ 3,914 
$ 4,194 
Derivative Financial Instruments - Additional Information (Detail) (USD $)
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Jun. 21, 2016
Visa Europe
Sep. 30, 2017
Visa Europe
Designated as Hedging Instrument
Sep. 30, 2017
Prepaid and other current assets
Sep. 30, 2017
Accrued Liabilities
Sep. 30, 2017
Other Assets
Sep. 30, 2017
Foreign exchange derivative instruments
Sep. 30, 2016
Foreign exchange derivative instruments
Sep. 30, 2017
Foreign exchange derivative instruments
Visa Europe
Sep. 30, 2016
Foreign exchange derivative instruments
Visa Europe
Derivative [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
The aggregate notional amount of the Company's foreign currency forward contracts outstanding
 
 
 
 
 
 
 
 
$ 1,800,000,000 
$ 1,600,000,000 
$ 1,000,000,000 
$ 1,100,000,000 
Cash flow hedges in an asset position
 
 
 
 
 
8,000,000 
 
 
 
 
 
 
Cash flow hedges in a liability position
 
 
 
 
 
 
64,000,000 
 
 
 
 
 
Reduction in earnings from excluded forward points and ineffectiveness
18,000,000 
30,000,000 
29,000,000 
 
 
 
 
 
 
 
 
 
Expected amount of accumulated other comprehensive income (loss) expected to be reclassified
49,000,000 
 
 
 
 
 
 
 
 
 
 
 
Collateral received with counterparties
 
 
 
 
 
 
2,000,000 
 
 
 
 
 
Posted collateral
 
 
 
 
 
 
 
51,000,000 
 
 
 
 
Deferred cash consideration liability
 
 
 
 
1,200,000,000 
 
 
 
 
 
 
 
Net investment
 
 
 
18,800,000,000 
 
 
 
 
 
 
 
 
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax
$ 1,136,000,000 
$ (218,000,000)
$ 1,000,000 
 
 
 
 
 
 
 
 
 
Long-Lived Net Property, Equipment and Technology Assets Classified by Major Geographic Area (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Segment Reporting Information [Line Items]
 
 
Property, equipment and technology, net
$ 2,253 
$ 2,150 
United States
 
 
Segment Reporting Information [Line Items]
 
 
Property, equipment and technology, net
2,003 
1,827 
International
 
 
Segment Reporting Information [Line Items]
 
 
Property, equipment and technology, net
$ 250 
$ 323 
Enterprise-wide Disclosures and Concentration of Business - Additional Information (Detail) (Net Operating Revenue)
12 Months Ended
Sep. 30, 2017
country
Sep. 30, 2016
country
Sep. 30, 2015
country
Geographic Concentration Risk
 
 
 
Concentration Risk [Line Items]
 
 
 
Number of countries, outside the United States, that exceeded 10%
0 
0 
0 
Customer Concentration Risk
 
 
 
Concentration Risk [Line Items]
 
 
 
Number of customers that exceeded 10%
0 
0 
0 
United States |
Geographic Concentration Risk
 
 
 
Concentration Risk [Line Items]
 
 
 
Concentration Risk, Percentage
47.00% 
52.00% 
53.00% 
Stockholders' Equity - Additional Information (Detail) (USD $)
12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Sep. 30, 2017
Apr. 20, 2017
Oct. 31, 2017
Subsequent Event
Sep. 30, 2017
Deposit into Litigation Escrow
Sep. 30, 2016
Deposit into Litigation Escrow
Mar. 19, 2015
Class A common stock
Sep. 30, 2017
Class A common stock
Sep. 30, 2016
Class A common stock
Sep. 30, 2017
Class B common stock
conversion_rate
Mar. 19, 2015
Class B common stock
conversion_rate
Sep. 30, 2017
Class C common stock
conversion_rate
Mar. 19, 2015
Class C common stock
conversion_rate
Sep. 30, 2017
Series B Preferred Stock
Sep. 30, 2016
Series B Preferred Stock
Sep. 30, 2017
Series B Preferred Stock
Sep. 30, 2016
Series B Preferred Stock
Sep. 30, 2017
Preferred Stock
Sep. 30, 2016
Preferred Stock
Sep. 30, 2017
Accelerated Share Repurchase Program Aggregate
Class C common stock
Sep. 30, 2017
Preferred Stock
Sep. 30, 2017
Preferred Stock
Series B Preferred Stock
Jun. 21, 2016
Visa Europe
Jun. 21, 2016
Visa Europe
Sep. 30, 2017
Visa Europe
Class A equivalent preferred stock
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of convertible debt instruments issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3 
3 
 
Common stock split, conversion ratio
 
 
 
 
 
4 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' Equity Note, Stock Split, Dividend Ratio
 
 
 
 
 
3 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, conversion rate
 
 
 
 
 
 
 
 
1.6483 1
1.6483 1
4.0000 
4.0 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, conversion rate
 
 
 
 
 
 
 
 
 
 
 
 
13.0770 1
13.952 
 
 
 
 
 
 
 
 
 
100 
Reduction in as-converted stock (in shares)
79,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reduction in as-converted stock (in dollars per share)
$ 89.92 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares repurchased in the open market (in shares)
 
 
 
 
 
 
77,000,000 2 3
91,000,000 2 3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recovery through conversion rate adjustment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 190,000,000 
 
 
 
 
$ (191,000,000)
$ (190,000,000)
 
 
 
Stock repurchase program, authorized amount
 
5,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock repurchase plan, remaining authorized funds
3,900,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits into litigation escrow account
 
 
 
0 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares of class C common stock released from transfer restrictions, converted to class A common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
139,000,000 
 
 
 
 
 
Preferred stock, shares outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,000,000 
2,000,000 
5,000,000 
5,000,000 
 
 
 
 
 
 
Dividends, paid
$ 1,600,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends, paid per share
$ 0.165 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends, per share amount declared
 
 
$ 0.195 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Shares of Class A Common Shares Outstanding on an As-Converted Basis (Detail)
12 Months Ended 0 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Series B Preferred Stock
Sep. 30, 2016
Series B Preferred Stock
Sep. 30, 2017
Series B Preferred Stock
Sep. 30, 2016
Series B Preferred Stock
Sep. 30, 2017
Series C Preferred Stock
Sep. 30, 2016
Series C Preferred Stock
Sep. 30, 2017
Series C Preferred Stock
Sep. 30, 2016
Series C Preferred Stock
Sep. 30, 2017
Class A common stock
Sep. 30, 2016
Class A common stock
Sep. 30, 2017
Class B common stock
conversion_rate
Sep. 30, 2016
Class B common stock
Mar. 19, 2015
Class B common stock
conversion_rate
Sep. 30, 2017
Class C common stock
conversion_rate
Sep. 30, 2016
Class C common stock
Mar. 19, 2015
Class C common stock
conversion_rate
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, shares outstanding
 
 
 
2,000,000 
2,000,000 
 
 
3,000,000 
3,000,000 
 
 
 
 
 
 
 
 
Common stock, shares, outstanding
 
 
 
 
 
 
 
 
 
1,818,000,000 1
1,871,000,000 
245,000,000 
245,000,000 
 
13,000,000 
17,000,000 
 
Preferred stock series B conversion rate
 
13.0770 2
13.952 
 
 
13.9480 
13.952 
 
 
 
 
 
 
 
 
 
 
Common stock, conversion rate
 
 
 
 
 
 
 
 
 
 
 
1.6483 2
 
1.6483 2
4.0000 
 
4.0 
Shares Outstanding As Converted Basis
 
 
 
32,000,000 3
 
 
 
44,000,000 3
 
 
 
 
 
 
 
 
 
As-converted class A common stock
2,350,000,000 3
 
 
 
 
 
 
 
 
1,818,000,000 1 3
 
405,000,000 3
 
 
51,000,000 3
 
 
Stockholders' Equity Share Repurchases in the Open Market (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Class of Stock [Line Items]
 
 
 
Total cost
$ 6,891 
$ 6,987 
$ 2,910 
Class A common stock
 
 
 
Class of Stock [Line Items]
 
 
 
Shares repurchased in the open market (in shares)
77 1 2
91 1 2
 
Average repurchase price per share
$ 89.98 1 3
$ 77.05 1 3
 
Total cost
$ 6,891 1
$ 6,987 1
 
Stockholders' Equity Effect of VE Territory Covered Losses Recovery on the Company Repurchasing its Common Stock (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Series B Preferred Stock
 
Conversion of Stock [Line Items]
 
Stock As Converted Repurchased During Period Through VE Territory Covered Losses Recovery Shares (Less than 1 million Series C)
2 
Share Reduction Price Paid Per Share VE Territory Covered Losses Recovery
$ 88.70 1
Recovery through conversion rate adjustment
$ 190 
Series C Preferred Stock
 
Conversion of Stock [Line Items]
 
Stock As Converted Repurchased During Period Through VE Territory Covered Losses Recovery Shares (Less than 1 million Series C)
0 2
Share Reduction Price Paid Per Share VE Territory Covered Losses Recovery
$ 85.01 1
Recovery through conversion rate adjustment
$ 1 
Basic and Diluted Earnings Per Share (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
0 Months Ended 12 Months Ended
Mar. 19, 2015
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Income allocation - Basic
 
$ 6,699 1
$ 5,991 1 2
$ 6,328 1
Dilutive shares of outstanding stock awards included in computation of weighted-average dilutive shares outstanding
 
5 
5 
6 
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
 
2 
2 
2 
Class A common stock
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Income allocation - Basic
 
5,170 1
4,738 1 2
5,044 1
Weighted Average Shares Outstanding - Basic
 
1,845 
1,906 2
1,954 
Earnings per Share - Basic
 
$ 2.80 3
$ 2.49 2 3
$ 2.58 3
Income allocation - Diluted
 
6,699 1
5,991 1 2
6,328 1
Weighted Average Shares Outstanding - Diluted
 
2,395 1 3 4
2,414 1 2 3 4
2,457 1 3 4
Earnings per Share - Diluted
 
$ 2.80 3
$ 2.48 2 3
$ 2.58 3
Common stock split, conversion ratio
4 
 
 
 
Class B common stock
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Income allocation - Basic
 
1,134 1
1,006 1 2
1,045 1
Weighted Average Shares Outstanding - Basic
 
245 
245 2
245 
Earnings per Share - Basic
 
$ 4.62 3
$ 4.10 2 3
$ 4.26 3
Income allocation - Diluted
 
1,132 1
1,004 1 2
1,042 1
Weighted Average Shares Outstanding - Diluted
 
245 1 3 5
245 1 2 3 4
245 1 3 4
Earnings per Share - Diluted
 
$ 4.61 3
$ 4.09 2 3
$ 4.25 3
Weighted Average Number Shares Outstanding, As-Converted Basis
 
405 
405 
 
Class C common stock
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Income allocation - Basic
 
163 1
185 1 2
224 1
Weighted Average Shares Outstanding - Basic
 
14 
19 2
22 
Earnings per Share - Basic
 
$ 11.21 3
$ 9.94 2 3
$ 10.33 3
Income allocation - Diluted
 
162 1
185 1 2
223 1
Weighted Average Shares Outstanding - Diluted
 
14 1 3 5
19 1 2 3 4
22 1 3 4
Earnings per Share - Diluted
 
$ 11.19 3
$ 9.93 2 3
$ 10.30 3
Weighted Average Number Shares Outstanding, As-Converted Basis
 
58 
75 
87 
Participating Securities
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Income allocation - Basic
 
232 1 5
62 1 2 5
15 1 5
Income allocation - Diluted
 
$ 232 1 5
$ 61 1 2 5
$ 15 1 5
Series B Preferred Stock
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Weighted Average Number Shares Outstanding, As-Converted Basis
 
33 
 
 
Series C Preferred Stock
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Weighted Average Number Shares Outstanding, As-Converted Basis
 
44 
 
 
Share-based Compensation - Additional Information (Detail) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended 0 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2017
Employee Stock Option
Sep. 30, 2016
Employee Stock Option
Sep. 30, 2015
Employee Stock Option
Sep. 30, 2017
Restricted Stock
Sep. 30, 2017
Restricted Stock Awards
Sep. 30, 2016
Restricted Stock Awards
Sep. 30, 2015
Restricted Stock Awards
Sep. 30, 2017
Restricted Stock Units
Sep. 30, 2016
Restricted Stock Units
Sep. 30, 2015
Restricted Stock Units
Sep. 30, 2017
Performance Based Shares
Sep. 30, 2016
Performance Based Shares
Sep. 30, 2015
Performance Based Shares
Mar. 19, 2015
Class A common stock
Sep. 30, 2017
Equity Incentive Compensation Plan, 2007
Sep. 30, 2016
Equity Incentive Compensation Plan, 2007
Sep. 30, 2015
Equity Incentive Compensation Plan, 2007
Sep. 30, 2017
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum number of Class A Common Stock authorized for issuance under EIP or ESPP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
236,000,000 
 
 
20,000,000 
Share-based compensation expense under EIP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 224 
$ 211 
$ 184 
 
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense
67 
62 
54 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock split, conversion ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vesting period from the date of grant
 
 
 
3 years 
 
 
3 years 
 
 
 
 
 
 
3 years 
3 years 
3 years 
 
 
 
 
 
Total intrinsic value from options exercised
 
 
 
178 
103 
134 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax Benefit from Exercise of Stock Options
 
 
 
62 
35 
86 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrecognized compensation cost
 
 
 
19 
 
 
 
7 
 
 
215 
 
 
33 
 
 
 
 
 
 
 
Total unrecognized compensation cost related to non-vested options expected to be recognized over a weighted average period (in years)
 
 
 
0 years 4 months 24 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
$ 0.00 
 
$ 63.71 
$ 81.67 
$ 79.77 
$ 62.88 
 
 
 
 
 
 
 
 
Shares granted
 
 
 
 
 
 
 
0 
0 
 
3,268,327 
 
 
 
 
 
 
 
 
 
 
Total fair value of RSAs and RSUs vested
$ 163 
$ 142 
$ 132 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average remaining contractual term
 
 
 
5 years 4 months 24 days 
 
 
 
2 months 21 days 
 
 
1 year 7 months 6 days 
 
 
 
 
 
 
 
 
 
 
Weighted average grant date fair value per share
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 86.37 
$ 92.71 
$ 69.78 
 
 
 
 
 
ESPP discount from market price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15.00% 
Assumptions Used to Estimate the Fair Value of Each Stock Option on the Date of Grant Using a Black-Scholes Option Pricing Model (Detail) (Employee Stock Option, USD $)
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Expected term (in years)(1)
4 years 2 months 23 days 1
4 years 4 months 6 days 1
4 years 6 months 18 days 1
Risk-free rate of return(2)
1.60% 2
1.50% 2
1.50% 2
Expected volatility(3)
20.20% 3
21.70% 3
22.00% 3
Expected dividend yield(4)
0.80% 4
0.70% 4
0.80% 4
Fair value per option granted
$ 13.90 
$ 15.01 
$ 12.04 
Minimum
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Expected volatility(3)
 
20.00% 
21.00% 
Maximum
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Expected volatility(3)
 
23.00% 
23.00% 
Visa
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Expected term peer weighted percentage
87.00% 
77.00% 
67.00% 
Peer Companies
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Expected term peer weighted percentage
13.00% 
23.00% 
33.00% 
Summary of Option Activity (Detail) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Aggregate Intrinsic Value
 
Stock price used to calculate aggregate intrinsic value
$ 105.24 
Employee Stock Option
 
Options
 
Beginning balance
8,876,484 
Granted
1,671,344 
Forfeited
(386,136)
Exercised
(3,045,816)
Ending balance
7,115,876 
Options exercisable at September 30, 2017
4,463,008 
Options exercisable and expected to be vested at September 30, 2017
6,773,571 1
Weighted-Average Remaining Contractual Term
 
Outstanding at September 30, 2017
5 years 4 months 24 days 
Options exercisable at September 30, 2017
3 years 7 months 6 days 
Options exercisable and expected to vest at September 30, 2017
5 years 3 months 18 days 1
Weighted-Average Exercise Price Per Share
 
Beginning balance
$ 38.42 
Granted
$ 80.82 
Forfeited
$ 75.01 
Exercised
$ 29.62 
Ending balance
$ 50.17 
Options exercisable at September 30, 2017
$ 33.39 
Options exercisable and expected to vest at September 30, 2017
$ 48.73 1
Aggregate Intrinsic Value
 
Outstanding at September 30, 2017
$ 392 2
Options exercisable at September 30, 2017
321 2
Options exercisable and expected to vest at September 30, 2017
$ 383 1 2
Summary of RSA and RSU Activity (Detail) (USD $)
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Aggregate Intrinsic Value
 
 
 
Stock price used to calculate aggregate intrinsic value
$ 105.24 
 
 
Restricted Stock Awards
 
 
 
Restricted stock
 
 
 
Beginning balance
1,766,582 
 
 
Granted
0 
0 
 
Vested
(1,210,176)
 
 
Forfeited
(90,399)
 
 
Ending balance
466,007 
1,766,582 
 
Weighted-Average Grant Date Fair Value
 
 
 
Beginning balance
$ 59.26 
 
 
Granted
$ 0.00 
 
$ 63.71 
Vested
$ 57.37 
 
 
Forfeited
$ 61.90 
 
 
Ending balance
$ 63.37 
$ 59.26 
 
Weighted-Average Remaining Contactual Term
 
 
 
Outstanding at September 30, 2017
2 months 21 days 
 
 
Aggregate Intrinsic Value
 
 
 
Outstanding at September 30, 2017
$ 49,000,000 1
 
 
Restricted Stock Units
 
 
 
Restricted stock
 
 
 
Beginning balance
3,146,954 
 
 
Granted
3,268,327 
 
 
Vested
(1,299,187)
 
 
Forfeited
(442,393)
 
 
Ending balance
4,673,701 
3,146,954 
 
Weighted-Average Grant Date Fair Value
 
 
 
Beginning balance
$ 75.48 
 
 
Granted
$ 81.67 
$ 79.77 
$ 62.88 
Vested
$ 72.20 
 
 
Forfeited
$ 79.34 
 
 
Ending balance
$ 80.37 
$ 75.48 
 
Weighted-Average Remaining Contactual Term
 
 
 
Outstanding at September 30, 2017
1 year 7 months 6 days 
 
 
Aggregate Intrinsic Value
 
 
 
Outstanding at September 30, 2017
$ 492,000,000 1
 
 
Summary of Performance-based Shares Activity (Detail) (USD $)
12 Months Ended
Sep. 30, 2017
Aggregate Intrinsic Value
 
Stock price used to calculate aggregate intrinsic value
$ 105.24 
Performance Awards
 
Shares
 
Beginning balance
1,042,012 
Granted
634,651 1
Vested
(345,797)
Unearned
(97,531)
Forfeited
(295,660)
Ending balance
937,675 
Weighted- Average Grant Date Fair Value
 
Beginning balance
$ 78.24 
Granted
$ 86.37 1
Vested
$ 72.50 
Unearned
$ 72.50 
Forfeited
$ 85.13 
Ending balance
$ 84.20 
Weighted- Average Remaining Contractual Term
 
Outstanding at September 30, 2017
1 year 
Aggregate Intrinsic Value
 
Outstanding at September 30, 2017
$ 98,000,000 2
Commitments and Contingencies - Additional Information (Detail)
12 Months Ended 12 Months Ended
Sep. 30, 2017
USD ($)
Sep. 30, 2016
USD ($)
Sep. 30, 2015
USD ($)
Jun. 21, 2016
Visa Europe
EUR (€)
Sep. 30, 2017
Minimum
Sep. 30, 2017
Maximum
Other Commitments [Line Items]
 
 
 
 
 
 
Rent expense incurred
$ 159,000,000 
$ 134,000,000 
$ 136,000,000 
 
 
 
Client Incentive Agreement Period
 
 
 
 
1 year 
16 years 
Share capital of Visa Europe acquired (percent)
 
 
 
100.00% 
 
 
Contingent consideration
 
 
 
€ 1,000,000,000 
 
 
Accrued interest on contingent consideration
 
 
 
4.00% 
 
 
Future Minimum Payments on Leases and Marketing and Sponsorship Agreements (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
 
Operating leases, 2018
$ 155 
Operating leases, 2019
119 
Operating leases, 2020
68 
Operating leases, 2021
64 
Operating leases, 2022
57 
Operating leases, Thereafter
163 
Operating leases
626 
Marketing and sponsorships, 2018
124 
Marketing and sponsorships, 2019
123 
Marketing and sponsorships, 2020
112 
Marketing and sponsorships, 2021
40 
Marketing and sponsorships, 2022
33 
Marketing and sponsorships, Thereafter
0 
Marketing and sponsorships
432 
Total, 2018
279 
Total, 2019
242 
Total, 2020
180 
Total, 2021
104 
Total, 2022
90 
Total, Thereafter
163 
Total
$ 1,058 
Expected Reduction of Revenue for Volume and Support Incentive Agreements (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
 
Client incentives, 2018
$ 5,049 
Client incentives, 2019
4,654 
Client incentives, 2020
4,117 
Client incentives, 2021
3,658 
Client incentives, 2022
3,102 
Client incentives, Thereafter
5,080 
Client incentives
$ 25,660 
Income Taxes - Additional Information (Detail) (USD $)
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Tax Credit Carryforward [Line Items]
 
 
 
US income before taxes
$ 8,440,000,000 
$ 5,839,000,000 
$ 7,214,000,000 
Income tax provision
4,995,000,000 
2,021,000,000 1
2,667,000,000 
Deferred tax assets, net
1,307,000,000 
2,712,000,000 
 
U.S. federal statutory rate
35.00% 
35.00% 
35.00% 
Income tax provision, percent
43.00% 
25.00% 
30.00% 
Income tax expense benefit charitable contributions
71,000,000 
 
 
Visa Europe Framework Agreement loss
0 
1,877,000,000 1
0 
Revaluation of Visa Europe put option
 
255,000,000 
 
Unrecognized tax benefits, period increase (decrease)
 
 
296,000,000 
Reversal of prior years tax reserves related to the resolution of uncertain tax positions
0 
0 
239,000,000 
Income taxes receivable included in prepaid and other current assets
148,000,000 
232,000,000 
 
Income taxes payable included in accrued taxes as part of accrued liabilities
243,000,000 
153,000,000 
 
Accrued income taxes included in other long-term liabilities
1,092,000,000 
911,000,000 
 
Cumulative undistributed earnings of the Company's international subsidiaries intended to be reinvested indefinitely outside the U.S
12,900,000,000 
 
 
Decreased Singapore tax as a result of the tax incentive agreement
(252,000,000)
(235,000,000)
(192,000,000)
Benefit of the tax incentive agreement on diluted net income per share
$ 0.11 
$ 0.10 
$ 0.08 
Total unrecognized tax benefits exclusive of interest and penalties
1,400,000,000 
1,160,000,000 
1,051,000,000 
Unrecognized tax benefits, if recognized, would reduce the effective tax rate in a future period
1,100,000,000 
926,000,000 
 
Interest expense included in interest expense and administrative and other
23,000,000 
15,000,000 
6,000,000 
Accrued penalties related to uncertain tax positions
1,000,000 
3,000,000 
1,000,000 
Accrued interest related to uncertain tax positions in other long term liabilities
84,000,000 
61,000,000 
 
Accrued penalties related to uncertain tax positions in other long term liabilities
34,000,000 
17,000,000 
 
New Accounting Pronouncement, Early Adoption, Effect
 
 
 
Tax Credit Carryforward [Line Items]
 
 
 
Income tax provision
70,000,000 
 
 
Federal
 
 
 
Tax Credit Carryforward [Line Items]
 
 
 
Net operating loss carryforwards
42,000,000 
 
 
Federal foreign tax credit carryforward
30,000,000 
 
 
State and Local Jurisdiction
 
 
 
Tax Credit Carryforward [Line Items]
 
 
 
Net operating loss carryforwards
27,000,000 
 
 
Foreign Country
 
 
 
Tax Credit Carryforward [Line Items]
 
 
 
Net operating loss carryforwards
140,000,000 
 
 
Other Assets
 
 
 
Tax Credit Carryforward [Line Items]
 
 
 
Deferred tax assets, net
81,000,000 
22,000,000 
 
Non-current income tax receivable
755,000,000 
731,000,000 
 
Visa Europe |
Foreign Country
 
 
 
Tax Credit Carryforward [Line Items]
 
 
 
Tax benefit due to remeasurement of deferred tax liabilities
 
(88,000,000)
 
Non United States Customers
 
 
 
Tax Credit Carryforward [Line Items]
 
 
 
US income before taxes
2,900,000,000 
2,500,000,000 
2,400,000,000 
Visa Europe
 
 
 
Tax Credit Carryforward [Line Items]
 
 
 
Income tax provision
$ 1,500,000,000 
 
 
Income Before Taxes by Fiscal Year (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Income Tax Disclosure [Abstract]
 
 
 
U.S.
$ 8,440 
$ 5,839 
$ 7,214 
Non-U.S.
3,254 
2,173 
1,781 
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest
$ 11,694 
$ 8,012 
$ 8,995 
Income Tax Expense by Fiscal Year (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Current:
 
 
 
U.S. federal
$ 2,377 
$ 2,250 
$ 1,991 
State and local
291 
181 
168 
Non-U.S.
629 
368 
300 
Total current taxes
3,297 
2,799 
2,459 
Deferred:
 
 
 
U.S. federal
1,607 
(508)
181 
State and local
66 
(63)
1 
Non-U.S.
25 
(207)
26 
Total deferred taxes
1,698 
(778)
208 
Income tax provision
$ 4,995 
$ 2,021 1
$ 2,667 
Tax Effect of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Liabilities (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Sep. 30, 2016
Deferred Tax Assets
 
 
Accrued compensation and benefits
$ 194 
$ 277 
Comprehensive loss
29 
106 
Accrued litigation obligation
373 
373 
Client incentives
272 
266 
Net operating loss carryforwards
45 
32 
Federal benefit of state taxes
236 
195 
Federal benefit of foreign taxes
0 
1,214 
Other
193 
280 
Valuation allowance
35 
31 
Deferred tax assets
1,307 
2,712 
Deferred Tax Liabilities
 
 
Property, equipment and technology, net
(391)
(278)
Intangible assets
(6,756)
(7,013)
Foreign taxes
(59)
(106)
Other
0 
(101)
Deferred tax liabilities
(7,206)
(7,498)
Net deferred tax liabilities
$ (5,899)
$ (4,786)
Information that Causes the Income Tax Expense to Differ from the Amount of Income Tax Determined by Applying the Applicable U.S. Federal Statutory Rate of 35% to Pretax Income (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Income Tax Disclosure [Abstract]
 
 
 
U.S. federal income tax at statutory rate
$ 4,093 
$ 2,804 
$ 3,148 
State income taxes, net of federal benefit
200 
135 
194 
Non-U.S. tax effect, net of federal benefit
(641)
(553)
(327)
Remeasurement of deferred tax liability
0 
(88)
0 
Reversal of prior years tax reserves related to the resolution of uncertain tax positions
0 
0 
(239)
Revaluation of Visa Europe put option
0 
(89)
0 
Other, net
(172)
(188)
(109)
Income tax provision
4,995 
2,021 1
2,667 
U.S. federal income tax at statutory rate, percent
35.00% 
35.00% 
35.00% 
State income taxes, net of federal benefit, percent
2.00% 
2.00% 
2.00% 
Non-U.S. tax effect, net of federal benefit, percent
(5.00%)
(7.00%)
(4.00%)
Remeasurement of deferred tax liability, percent
0.00% 
(1.00%)
0.00% 
Reversal of prior years tax reserves related to the resolution of uncertain tax positions, percent
0.00% 
0.00% 
(2.00%)
Revaluation of Visa Europe put option, percent
0.00% 
(1.00%)
0.00% 
Other, net, percent
(2.00%)
(3.00%)
(1.00%)
Income tax expense, percent
43.00% 
25.00% 
30.00% 
Income Tax Reconciliation Deductions Qualified Production Activities Prior Years
$ 1,515 
$ 0 
$ 0 
Effective Income Tax Rate Reconciliation Deductions Qualified Production Activities Prior Years
13.00% 
0.00% 
0.00% 
Reconciliation of Beginning and Ending Unrecognized Tax Benefits by Fiscal Year (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
 
 
Beginning Balance
$ 1,160 
$ 1,051 
Increases of unrecognized tax benefits related to prior years
56 
153 
Decreases of unrecognized tax benefits related to prior years
(59)
(180)
Increases of unrecognized tax benefits related to current year
197 
138 
Reductions to unrecognized tax benefits related to lapsing statute of limitations
(1)
(2)
Ending Balance
$ 1,400 
$ 1,160 
Legal Matters - Additional Information (Detail) (USD $)
12 Months Ended 0 Months Ended 1 Months Ended 8 Months Ended 0 Months Ended 48 Months Ended 1 Months Ended 1 Months Ended 12 Months Ended 48 Months Ended 1 Months Ended 0 Months Ended 48 Months Ended 1 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 48 Months Ended
Sep. 30, 2017
Jan. 27, 2014
Class Plaintiffs
Dec. 10, 2012
Class Plaintiffs
Nov. 30, 2016
Class Plaintiffs
litigation_case
Aug. 10, 2013
Class Plaintiffs
Oct. 29, 2012
Individual Plaintiffs
Sep. 30, 2017
Interchange Opt Out Litigation
case_filed
Sep. 30, 2017
U.K. Merchant Litigation
merchant
Dec. 31, 2010
Canadian Competition Proceedings
financial_institution
Dec. 31, 2010
Canadian Merchant Litigation
entity
litigation_case
Dec. 1, 2010
Canadian Merchant Litigation
litigation_case
Oct. 11, 2011
National ATM Council Class Action
atm_operator
Oct. 31, 2011
Consumer Class Actions
financial_institution
Sep. 30, 2017
Unsettled
Sep. 30, 2016
Unsettled
Sep. 30, 2017
Settled Litigation
Sep. 30, 2016
Settled Litigation
Sep. 30, 2017
Settled Litigation
U.K. Merchant Litigation
merchant
Dec. 31, 2010
Settled Litigation
Canadian Competition Proceedings
entity
Jan. 27, 2014
U.S. Covered Litigation
Interchange Multidistrict Litigation
Sep. 30, 2017
Pending Litigation
U.K. Merchant Litigation
merchant
Dec. 31, 2010
Pending Litigation
Canadian Competition Proceedings
entity
Sep. 30, 2017
Threatened Litigation
Europe Interchange Rate Litigation
merchant
Sep. 30, 2017
Visa, MasterCard, and Certain U.S. Financial Institutions
Interchange Opt Out Litigation
litigation_case
Sep. 30, 2017
Visa
Interchange Opt Out Litigation
litigation_case
Dec. 1, 2010
Visa
Canadian Merchant Litigation
litigation_case
Dec. 1, 2010
MasterCard
Canadian Merchant Litigation
litigation_case
Sep. 30, 2014
U.S. Covered Litigation
Sep. 30, 2017
U.S. Covered Litigation
Settled Litigation
Sep. 30, 2016
U.S. Covered Litigation
Settled Litigation
Sep. 30, 2017
U.S. Covered Litigation
Settled Litigation
Loss Contingencies [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Settlement, Further Distribution of Default Interchange, Rate
 
 
 
 
0.10 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments for legal settlements
 
$ 4,000,000,000 
$ 4,000,000,000 
 
 
$ 350,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss Contingency, Number of Cases Appointed Counsel
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for legal matters
 
 
 
 
 
 
 
 
 
 
 
 
 
19,000,000 
2,000,000 
 
 
 
 
1,100,000,000 
 
 
 
 
 
 
 
 
 
 
 
Deposits into litigation escrow account
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
450,000,000 
 
 
 
Payments on unsettled and settled matters
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(204,000,000)
(47,000,000)
 
 
 
 
 
 
 
 
 
 
 
0 
(45,000,000)
(528,000,000)
Decrease in deferred tax assets reflecting the current tax deduction related to payments made in connection with the covered litigation
978,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss contingency, further distributions, default period
 
 
 
 
8 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of opt-out cases filed
 
 
 
 
 
 
50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of claims filed
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4 
3 
 
 
 
 
 
 
Settlements reached by percentage of sales volume of merchants who opted out
 
 
 
 
 
 
51.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of plaintiffs
 
 
 
 
 
 
 
300 
 
 
 
 
 
 
 
 
 
75 
 
 
200 
 
30 
 
 
 
 
 
 
 
 
Damages sought, value
 
 
 
 
 
 
 
$ 1,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Financial Institutions
 
 
 
 
 
 
 
 
10 
 
 
 
3 
 
 
 
 
 
5 
 
 
1 
 
 
 
 
 
 
 
 
 
Number of claims pending
 
 
 
 
 
 
 
 
 
 
3 
 
2 
 
 
 
 
 
 
 
 
 
 
 
 
1 
2 
 
 
 
 
Number of claims dismissed
 
 
 
 
 
 
 
 
 
3 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of non-bank ATM operators
 
 
 
 
 
 
 
 
 
 
 
13 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Legal Matters Legal Matters - Accrued Litigation (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 12 Months Ended 48 Months Ended 12 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2017
Unsettled
Sep. 30, 2016
Unsettled
Sep. 30, 2017
Settled Litigation
Sep. 30, 2016
Settled Litigation
Sep. 30, 2017
U.S. Covered Litigation
Sep. 30, 2016
U.S. Covered Litigation
Sep. 30, 2015
U.S. Covered Litigation
Sep. 30, 2017
U.S. Covered Litigation
Settled Litigation
Sep. 30, 2016
U.S. Covered Litigation
Settled Litigation
Sep. 30, 2017
U.S. Covered Litigation
Settled Litigation
Sep. 30, 2017
VE Territory Covered Litigation
Sep. 30, 2016
VE Territory Covered Litigation
Sep. 30, 2017
VE Territory Covered Litigation
Settled Litigation
Sep. 30, 2016
VE Territory Covered Litigation
Settled Litigation
Loss Contingency Accrual [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued Litigation, Beginning of Period
$ 982 
$ 981 
$ 1,024 
 
 
 
 
$ 978 
$ 978 
$ 1,023 
 
 
 
$ 2 
$ 0 
 
 
Provision for unsettled legal matters
 
 
 
19 
2 
 
 
 
 
 
 
 
 
186 
2 
 
 
Payments on unsettled and settled matters
 
 
 
 
 
(204)
(47)
 
 
 
0 
(45)
(528)
 
 
(187)
0 
Accrued Litigation, End of Period
$ 982 
$ 981 
$ 1,024 
 
 
 
 
$ 978 
$ 978 
$ 1,023 
 
 
 
$ 1 
$ 2