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.