UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, ~~2021~~2022


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

For the transition period from to

Commission file number 001-33977

VISA INC.

(Exact name of Registrant as specified in its charter)


Delaware		26-0267673
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

P.O. Box 8999		94128-8999
San Francisco,	California
(Address of principal executive offices)		(Zip Code)

(650) 432-3200

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

New York Stock Exchange

1.500% Senior Notes due 2026

V26

New York Stock Exchange

2.000% Senior Notes due 2029

V29

New York Stock Exchange

2.375% Senior Notes due 2034

V34

New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of July ~~23, 2021,~~20, 2022, there were ~~1,687,643,027~~1,635,014,650 shares outstanding of the registrant’s class A common stock, par value $0.0001 per share, 245,513,385 shares outstanding of the registrant’s class B common stock, par value $0.0001 per share, and ~~10,188,730~~9,886,538 shares outstanding of the registrant’s class C common stock, par value $0.0001 per share.

Table of Contents

VISA INC.

TABLE OF CONTENTS



		Page
PART I.	Financial Information	4

Item 1.	Financial Statements (Unaudited)	4
	Consolidated Balance Sheets—June 3 0 , ~~2021~~2022 and September 30, ~~2020~~2021	4
	Consolidated Statements of Operations—Three and Nine Months Ended June 30 3 0 , ~~2021~~2022 and ~~2020~~2021	5
	Consolidated Statements of Comprehensive Income—Three and Nine Months Ended June 30 3 0 , ~~2021~~2022 and ~~2020~~2021	6
	Consolidated Statements of Changes in Equity—Three and Nine Months Ended June 30 3 0 , ~~2021~~2022 and ~~2020~~2021	7
	Consolidated Statements of Cash Flows—Nine Months Ended June 30 3 0 , ~~2021~~2022 and ~~2020~~2021	11
	Notes to Consolidated Financial Statements (Unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2729
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3740
Item 4.	Controls and Procedures	3740

PART II.	Other Information	3841

Item 1.	Legal Proceedings	3841
Item 1A.	Risk Factors	3841
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3842
Item 3.	Defaults Upon Senior Securities	3942
Item 4.	Mine Safety Disclosures	3942
Item 5.	Other Information	3942
Item 6.	Exhibits	4043
	Signatures	4144

Table of Contents

PART I. FINANCIAL INFORMATION


ITEM 1.			Financial Statements (Unaudited)

VISA INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


		June 30, 2021		September 30, 2020			June 30, 2022		September 30, 2021
		(in millions, except per share data)					(in millions, except per share data)
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	18,034	$	16,289	Cash and cash equivalents	$	14,047	$	16,487
Restricted cash equivalents—U.S. litigation escrow	Restricted cash equivalents—U.S. litigation escrow	894		901		Restricted cash equivalents—U.S. litigation escrow	1,483		894
Investment securities	Investment securities	1,206		3,752		Investment securities	3,309		2,025

Settlement receivable	Settlement receivable	1,663		1,264		Settlement receivable	1,860		1,758
Accounts receivable	Accounts receivable	1,852		1,618		Accounts receivable	2,021		1,968
Customer collateral	Customer collateral	2,221		1,850		Customer collateral	2,261		2,260
Current portion of client incentives	Current portion of client incentives	1,321		1,214		Current portion of client incentives	1,323		1,359
Prepaid expenses and other current assets	Prepaid expenses and other current assets	851		757		Prepaid expenses and other current assets	2,667		856
Total current assets	Total current assets	28,042		27,645		Total current assets	28,971		27,607
Investment securities	Investment securities	1,111		231		Investment securities	2,240		1,705
Client incentives	Client incentives	3,219		3,175		Client incentives	3,321		3,245
Property, equipment and technology, net	Property, equipment and technology, net	2,707		2,737		Property, equipment and technology, net	3,146		2,715
Goodwill	Goodwill	16,021		15,910		Goodwill	17,977		15,958
Intangible assets, net	Intangible assets, net	28,023		27,808		Intangible assets, net	26,093		27,664
Other assets	Other assets	3,548		3,413		Other assets	3,662		4,002
Total assets	Total assets	$	82,671	$	80,919	Total assets	$	85,410	$	82,896
Liabilities	Liabilities					Liabilities
Accounts payable	Accounts payable	$	172	$	174	Accounts payable	$	228	$	266
Settlement payable	Settlement payable	2,376		1,736		Settlement payable	3,068		2,443
Customer collateral	Customer collateral	2,221		1,850		Customer collateral	2,261		2,260
Accrued compensation and benefits	Accrued compensation and benefits	1,044		821		Accrued compensation and benefits	1,106		1,211
Client incentives	Client incentives	5,114		4,176		Client incentives	5,608		5,243
Accrued liabilities	Accrued liabilities	2,196		1,840		Accrued liabilities	3,303		2,334

Current maturities of debt	Current maturities of debt	0		2,999		Current maturities of debt	3,249		999
Accrued litigation	Accrued litigation	900		914		Accrued litigation	1,486		983
Total current liabilities	Total current liabilities	14,023		14,510		Total current liabilities	20,309		15,739
Long-term debt	Long-term debt	20,996		21,071		Long-term debt	20,546		19,978
Deferred tax liabilities	Deferred tax liabilities	6,240		5,237		Deferred tax liabilities	5,685		6,128
Other liabilities	Other liabilities	3,622		3,891		Other liabilities	3,387		3,462
Total liabilities	Total liabilities	44,881		44,709		Total liabilities	49,927		45,307
Equity	Equity					Equity
Preferred stock, $0.0001 par value, 25 shares authorized and 5 shares issued and outstanding as follows:	Preferred stock, $0.0001 par value, 25 shares authorized and 5 shares issued and outstanding as follows:					Preferred stock, $0.0001 par value, 25 shares authorized and 5 shares issued and outstanding as follows:
Series A convertible participating preferred stock, less than one shares issued and outstanding at June 30, 2021 and September 30, 2020 (the “series A preferred stock”)		538		2,437
Series B convertible participating preferred stock, 2 shares issued and outstanding at June 30, 2021 and September 30, 2020 (the “UK&I preferred stock”)		1,071		1,106
Series C convertible participating preferred stock, 3 shares issued and outstanding at June 30, 2021 and September 30, 2020 (the “Europe preferred stock”)		1,523		1,543
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 1,689 and 1,683 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively		0		0
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at June 30, 2021 and September 30, 2020		0		0
Class C common stock, $0.0001 par value, 1,097 shares authorized, 10 and 11 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively		0		0
Series A convertible participating preferred stock, less than one shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series A preferred stock”)						Series A convertible participating preferred stock, less than one shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series A preferred stock”)	398		486
Series B convertible participating preferred stock, 2 shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series B preferred stock”)						Series B convertible participating preferred stock, 2 shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series B preferred stock”)	936		1,071
Series C convertible participating preferred stock, 3 shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series C preferred stock”)						Series C convertible participating preferred stock, 3 shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series C preferred stock”)	1,517		1,523
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 1,637 and 1,677 shares issued and outstanding at June 30, 2022 and September 30, 2021 respectively						Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 1,637 and 1,677 shares issued and outstanding at June 30, 2022 and September 30, 2021 respectively	—		—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at June 30, 2022 and September 30, 2021						Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at June 30, 2022 and September 30, 2021	—		—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 10 shares issued and outstanding at June 30, 2022 and September 30, 2021						Class C common stock, $0.0001 par value, 1,097 shares authorized, 10 shares issued and outstanding at June 30, 2022 and September 30, 2021	—		—

Right to recover for covered losses	Right to recover for covered losses	(24)		(39)		Right to recover for covered losses	(23)		(133)
Additional paid-in capital	Additional paid-in capital	18,787		16,721		Additional paid-in capital	18,962		18,855
Accumulated income	Accumulated income	15,294		14,088		Accumulated income	14,960		15,351
Accumulated other comprehensive income (loss), net:	Accumulated other comprehensive income (loss), net:					Accumulated other comprehensive income (loss), net:
Investment securities	Investment securities	(1)		3		Investment securities	(74)		(1)
Defined benefit pension and other postretirement plans	Defined benefit pension and other postretirement plans	(187)		(196)		Defined benefit pension and other postretirement plans	(48)		(49)
Derivative instruments	Derivative instruments	(371)		(291)		Derivative instruments	135		(257)
Foreign currency translation adjustments	Foreign currency translation adjustments	1,160		838		Foreign currency translation adjustments	(1,280)		743
Total accumulated other comprehensive income (loss), net	Total accumulated other comprehensive income (loss), net	601		354		Total accumulated other comprehensive income (loss), net	(1,267)		436
Total equity	Total equity	37,790		36,210		Total equity	35,483		37,589
Total liabilities and equity	Total liabilities and equity	$	82,671	$	80,919	Total liabilities and equity	$	85,410	$	82,896

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


		Three Months Ended June 30,				Nine Months Ended June 30,					Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in millions, except per share data)									(in millions, except per share data)

Net revenues	Net revenues	$	6,130	$	4,837	$	17,546	$	16,745	Net revenues	$	7,275	$	6,130	$	21,523	$	17,546

Operating Expenses	Operating Expenses									Operating Expenses
Personnel	Personnel	1,098		941		3,193		2,863		Personnel	1,283		1,098		3,634		3,193
Marketing	Marketing	268		174		679		683		Marketing	313		268		907		679
Network and processing	Network and processing	186		172		538		536		Network and processing	178		186		558		538
Professional fees	Professional fees	108		95		273		304		Professional fees	117		108		342		273
Depreciation and amortization	Depreciation and amortization	204		197		602		571		Depreciation and amortization	230		204		635		602
General and administrative	General and administrative	204		258		770		840		General and administrative	289		204		856		770
Litigation provision	Litigation provision	(2)		1		2		9		Litigation provision	717		(2)		865		2

Total operating expenses	Total operating expenses	2,066		1,838		6,057		5,806		Total operating expenses	3,127		2,066		7,797		6,057
Operating income	Operating income	4,064		2,999		11,489		10,939		Operating income	4,148		4,064		13,726		11,489

Non-operating Income (Expense)	Non-operating Income (Expense)									Non-operating Income (Expense)
Interest expense, net	Interest expense, net	(131)		(142)		(388)		(371)		Interest expense, net	(111)		(131)		(379)		(388)
Investment income and other	Investment income and other	456		75		664		167		Investment income and other	(208)		456		(79)		664
Total non-operating income (expense)	Total non-operating income (expense)	325		(67)		276		(204)		Total non-operating income (expense)	(319)		325		(458)		276
Income before income taxes	Income before income taxes	4,389		2,932		11,765		10,735		Income before income taxes	3,829		4,389		13,268		11,765
Income tax provision	Income tax provision	1,814		559		3,038		2,006		Income tax provision	418		1,814		2,251		3,038
Net income	Net income	$	2,575	$	2,373	$	8,727	$	8,729	Net income	$	3,411	$	2,575	$	11,017	$	8,727

Basic Earnings Per Share	Basic Earnings Per Share									Basic Earnings Per Share
Class A common stock	Class A common stock	$	1.18	$	1.07	$	3.99	$	3.92	Class A common stock	$	1.60	$	1.18	$	5.15	$	3.99
Class B common stock	Class B common stock	$	1.92	$	1.74	$	6.47	$	6.37	Class B common stock	$	2.59	$	1.92	$	8.33	$	6.47
Class C common stock	Class C common stock	$	4.72	$	4.29	$	15.94	$	15.70	Class C common stock	$	6.42	$	4.72	$	20.58	$	15.94

Basic Weighted-average Shares Outstanding	Basic Weighted-average Shares Outstanding									Basic Weighted-average Shares Outstanding
Class A common stock	Class A common stock	1,691		1,690		1,693		1,702		Class A common stock	1,642		1,691		1,655		1,693
Class B common stock	Class B common stock	245		245		245		245		Class B common stock	245		245		245		245
Class C common stock	Class C common stock	10		11		11		11		Class C common stock	10		10		10		11

Diluted Earnings Per Share	Diluted Earnings Per Share									Diluted Earnings Per Share
Class A common stock	Class A common stock	$	1.18	$	1.07	$	3.98	$	3.92	Class A common stock	$	1.60	$	1.18	$	5.14	$	3.98
Class B common stock	Class B common stock	$	1.91	$	1.74	$	6.46	$	6.36	Class B common stock	$	2.59	$	1.91	$	8.33	$	6.46
Class C common stock	Class C common stock	$	4.72	$	4.29	$	15.92	$	15.68	Class C common stock	$	6.41	$	4.72	$	20.56	$	15.92

Diluted Weighted-average Shares Outstanding	Diluted Weighted-average Shares Outstanding									Diluted Weighted-average Shares Outstanding
Class A common stock	Class A common stock	2,184		2,214		2,192		2,227		Class A common stock	2,129		2,184		2,143		2,192
Class B common stock	Class B common stock	245		245		245		245		Class B common stock	245		245		245		245
Class C common stock	Class C common stock	10		11		11		11		Class C common stock	10		10		10		11

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


		Three Months Ended June 30,				Nine Months Ended June 30,					Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in millions)									(in millions)
Net income	Net income	$	2,575	$	2,373	$	8,727	$	8,729	Net income	$	3,411	$	2,575	$	11,017	$	8,727
Other comprehensive income (loss), net of tax:
Other comprehensive income (loss), net of tax										Other comprehensive income (loss), net of tax
Investment securities:	Investment securities:									Investment securities:
Net unrealized gain (loss)	Net unrealized gain (loss)	(2)		(3)		(4)		2		Net unrealized gain (loss)	(43)		(2)		(93)		(4)
Income tax effect	Income tax effect	1		1		1		0		Income tax effect	10		1		20		1
Reclassification adjustments	Reclassification adjustments	(1)		(1)		(1)		(3)		Reclassification adjustments	—		(1)		—		(1)
Income tax effect		0		1		0		1

Defined benefit pension and other postretirement plans:	Defined benefit pension and other postretirement plans:									Defined benefit pension and other postretirement plans:
Net unrealized actuarial gain (loss) and prior service credit (cost)	Net unrealized actuarial gain (loss) and prior service credit (cost)	0		0		(3)		2		Net unrealized actuarial gain (loss) and prior service credit (cost)	—		—		(1)		(3)
Income tax effect	Income tax effect	0		0		2		(1)		Income tax effect	—		—		—		2
Reclassification adjustments	Reclassification adjustments	7		9		13		15		Reclassification adjustments	—		7		2		13
Income tax effect	Income tax effect	(2)		(2)		(3)		(3)		Income tax effect	—		(2)		—		(3)
Derivative instruments:	Derivative instruments:									Derivative instruments:
Net unrealized gain (loss)	Net unrealized gain (loss)	(95)		(106)		(112)		(247)		Net unrealized gain (loss)	348		(95)		539		(112)
Income tax effect	Income tax effect	22		23		28		54		Income tax effect	(68)		22		(103)		28
Reclassification adjustments	Reclassification adjustments	14		(43)		1		(58)		Reclassification adjustments	(9)		14		(48)		1
Income tax effect	Income tax effect	(2)		9		3		13		Income tax effect	—		(2)		4		3
Foreign currency translation adjustments	Foreign currency translation adjustments	287		277		322		621		Foreign currency translation adjustments	(1,100)		287		(2,023)		322
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	229		165		247		396		Other comprehensive income (loss), net of tax	(862)		229		(1,703)		247
Comprehensive income	Comprehensive income	$	2,804	$	2,538	$	8,974	$	9,125	Comprehensive income	$	2,549	$	2,804	$	9,314	$	8,974

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


		Three Months Ended June 30, 2021																				Three Months Ended June 30, 2022
		Preferred Stock				Common Stock				Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net				Total Equity				Preferred Stock							Common Stock								Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity
		Series A		Series B	Series C	Class A		Class B	Class C																	Series A			Series B		Series C		Class A			Class B		Class C
		(in millions, except per share data)																				(in millions, except per share data)
Balance as of March 31, 2021		0	(1)	2	3	1,694		245	11	$	3,347	$	(41)	$	18,505	$	15,513	$	372			$	37,696
Balance as of March 31, 2022																				Balance as of March 31, 2022	—		(1)		2			3		1,648		245			10		$	2,987		$	(120)	$	18,876	$	14,651	$	(405)	$	35,989
Net income	Net income															2,575						2,575		Net income																							3,411				3,411
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax																	229				229		Other comprehensive income (loss), net of tax																									(862)		(862)
Comprehensive income	Comprehensive income																				2,804		Comprehensive income																											2,549

VE territory covered losses incurred	VE territory covered losses incurred											(21)										(21)		VE territory covered losses incurred																			(15)								(15)
Recovery through conversion rate adjustment	Recovery through conversion rate adjustment									(40)		38										(2)		Recovery through conversion rate adjustment																	(112)		112								—
Conversion of series A preferred stock upon sales into public market	Conversion of series A preferred stock upon sales into public market	0	(1)			3				(175)				175								0		Conversion of series A preferred stock upon sales into public market		—	(1)						—	(1)							(24)				24						—
Conversion of class C common stock upon sales into public market	Conversion of class C common stock upon sales into public market					2			(1)													—		Conversion of class C common stock upon sales into public market									1					—	(1)												—
Share-based compensation, net of forfeitures																				Share-based compensation, net of forfeitures																						152						152
Vesting of restricted stock and performance-based shares	Vesting of restricted stock and performance-based shares					0	(1)															—		Vesting of restricted stock and performance-based shares									—	(1)																	—
Share-based compensation, net of forfeitures														159								159
Restricted stock and performance-based shares settled in cash for taxes	Restricted stock and performance-based shares settled in cash for taxes					0	(1)							(2)								(2)		Restricted stock and performance-based shares settled in cash for taxes									—	(1)											(1)						(1)
Cash proceeds from issuance of class A common stock under employee equity plans	Cash proceeds from issuance of class A common stock under employee equity plans					0	(1)							54								54		Cash proceeds from issuance of class A common stock under employee equity plans									—	(1)											40						40
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock																(698)						(698)
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock																				Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock																								(798)				(798)
Repurchase of class A common stock	Repurchase of class A common stock					(10)								(104)		(2,096)						(2,200)		Repurchase of class A common stock									(12)												(129)		(2,304)				(2,433)
Balance as of June 30, 2021		0	(1)	2	3	1,689		245	10	$	3,132	$	(24)	$	18,787	$	15,294	$	601			$	37,790
Balance as of June 30, 2022																				Balance as of June 30, 2022	—		(1)		2			3		1,637		245			10		$	2,851		$	(23)	$	18,962	$	14,960	$	(1,267)	$	35,483

(1)Increase, decrease or balance is less than one million shares.

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

(UNAUDITED)


		Nine Months Ended June 30, 2021																			Nine Months Ended June 30, 2022
		Preferred Stock				Common Stock			Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net				Total Equity				Preferred Stock							Common Stock								Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity
		Series A		Series B	Series C	Class A	Class B	Class C																	Series A			Series B		Series C		Class A			Class B		Class C
		(in millions, except per share data)																			(in millions, except per share data)
Balance as of September 30, 2020		0	(1)	2	3	1,683	245	11	$	5,086	$	(39)	$	16,721	$	14,088	$	354			$	36,210
Balance as of September 30, 2021																			Balance as of September 30, 2021	—		(1)		2			3		1,677		245			10		$	3,080		$	(133)	$	18,855	$	15,351	$	436	$	37,589
Net income	Net income														8,727						8,727		Net income																							11,017				11,017
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax																247				247		Other comprehensive income (loss), net of tax																									(1,703)		(1,703)
Comprehensive income	Comprehensive income																			8,974		Comprehensive income																											9,314
Adoption of new accounting standards															3						3
VE territory covered losses incurred	VE territory covered losses incurred										(38)										(38)		VE territory covered losses incurred																			(31)								(31)
Recovery through conversion rate adjustment	Recovery through conversion rate adjustment								(55)		53										(2)		Recovery through conversion rate adjustment																	(141)		141								—
Conversion of series A preferred stock upon sales into public market	Conversion of series A preferred stock upon sales into public market	0	(1)			28			(1,899)				1,899								0		Conversion of series A preferred stock upon sales into public market		—	(1)						1								(88)				88						—
Conversion of class C common stock upon sales into public market	Conversion of class C common stock upon sales into public market					2		(1)													—		Conversion of class C common stock upon sales into public market									1					—	(1)												—
Share-based compensation, net of forfeitures																			Share-based compensation, net of forfeitures																						470						470
Vesting of restricted stock and performance-based shares	Vesting of restricted stock and performance-based shares					3															—		Vesting of restricted stock and performance-based shares									2																		—
Share-based compensation, net of forfeitures													434								434
Restricted stock and performance-based shares settled in cash for taxes	Restricted stock and performance-based shares settled in cash for taxes					(1)							(142)								(142)		Restricted stock and performance-based shares settled in cash for taxes									—	(1)											(117)						(117)
Cash proceeds from issuance of common stock under employee equity plans						1							162								162
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock															(2,102)						(2,102)
Cash proceeds from issuance of class A common stock under employee equity plans																			Cash proceeds from issuance of class A common stock under employee equity plans										2												153						153
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock																			Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock																								(2,409)				(2,409)
Repurchase of class A common stock	Repurchase of class A common stock					(27)							(287)		(5,422)						(5,709)		Repurchase of class A common stock									(46)												(487)		(8,999)				(9,486)
Balance as of June 30, 2021		0	(1)	2	3	1,689	245	10	$	3,132	$	(24)	$	18,787	$	15,294	$	601			$	37,790
Balance as of June 30, 2022																			Balance as of June 30, 2022	—		(1)		2			3		1,637		245			10		$	2,851		$	(23)	$	18,962	$	14,960	$	(1,267)	$	35,483

(1)Increase, decrease or balance is less than one million shares.

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

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VISA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

(UNAUDITED)


		Three Months Ended June 30, 2020																					Three Months Ended June 30, 2021
		Preferred Stock		Common Stock				Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity					Preferred Stock							Common Stock							Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net			Total Equity
		Series B	Series C	Class A		Class B	Class C																Series A			Series B		Series C		Class A			Class B		Class C
		(in millions, except per share data)																					(in millions, except per share data)
Balance as of March 31, 2020		2	3	1,693		245	11	$	5,462	$	(184)	$	16,385	$	13,366	$	(444)	$	34,585
Balance as of March 31, 2021																				Balance as of March 31, 2021		—		(1)	2		3		1,694			245		11		$	3,347	$	(41)	$	18,505	$	15,513	$	372		$	37,696
Net income	Net income													2,373				2,373			Net income																						2,575					2,575
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax															165		165			Other comprehensive income (loss), net of tax																								229			229
Comprehensive income	Comprehensive income																	2,538			Comprehensive income																									2,804

VE territory covered losses incurred	VE territory covered losses incurred									(9)								(9)			VE territory covered losses incurred																		(21)									(21)
Recovery through conversion rate adjustment	Recovery through conversion rate adjustment							(164)		169								5			Recovery through conversion rate adjustment																(40)		38									(2)

Conversion of series A preferred stock upon sales into public market																				Conversion of series A preferred stock upon sales into public market		—		(1)					3							(175)				175							—
Conversion of class C common stock upon sales into public market																				Conversion of class C common stock upon sales into public market									2					(1)													—
Share-based compensation, net of forfeitures																				Share-based compensation, net of forfeitures																				159							159
Vesting of restricted stock and performance-based shares	Vesting of restricted stock and performance-based shares			0	(1)													—			Vesting of restricted stock and performance-based shares									—	(1)																	—
Share-based compensation, net of forfeitures												107						107
Restricted stock and performance-based shares settled in cash for taxes	Restricted stock and performance-based shares settled in cash for taxes			0	(1)							(3)						(3)			Restricted stock and performance-based shares settled in cash for taxes									—	(1)										(2)							(2)
Cash proceeds from issuance of class A common stock under employee equity plans	Cash proceeds from issuance of class A common stock under employee equity plans			0	(1)							33						33			Cash proceeds from issuance of class A common stock under employee equity plans									—	(1)										54							54
Cash dividends declared and paid, at a quarterly amount of $0.30 per class A common stock														(663)				(663)
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock																				Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock																						(698)					(698)
Repurchase of class A common stock	Repurchase of class A common stock			(6)								(65)		(1,004)				(1,069)			Repurchase of class A common stock									(10)											(104)		(2,096)					(2,200)
Balance as of June 30, 2020		2	3	1,687		245	11	$	5,298	$	(24)	$	16,457	$	14,072	$	(279)	$	35,524
Balance as of June 30, 2021																				Balance as of June 30, 2021		—		(1)	2		3		1,689			245		10		$	3,132	$	(24)	$	18,787	$	15,294	$	601		$	37,790

(1)Increase, decrease or ~~decrease~~balance is less than one million shares.

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

(UNAUDITED)


		Nine Months Ended June 30, 2020																					Nine Months Ended June 30, 2021
		Preferred Stock		Common Stock				Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity					Preferred Stock							Common Stock						Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net			Total Equity
		Series B	Series C	Class A	Class B	Class C																	Series A			Series B		Series C		Class A		Class B		Class C
		(in millions, except per share data)																					(in millions, except per share data)
Balance as of September 30, 2019		2	3	1,718	245	11		$	5,462	$	(171)	$	16,541	$	13,502	$	(650)	$	34,684
Balance as of September 30, 2020																				Balance as of September 30, 2020		—		(1)	2		3		1,683		245		11		$	5,086	$	(39)	$	16,721	$	14,088	$	354		$	36,210
Net income	Net income													8,729				8,729			Net income																					8,727					8,727
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax															396		396			Other comprehensive income (loss), net of tax																							247			247
Comprehensive income	Comprehensive income																	9,125			Comprehensive income																								8,974
Adoption of new accounting standards	Adoption of new accounting standards													25		(25)		0			Adoption of new accounting standards																					3					3
VE territory covered losses incurred	VE territory covered losses incurred									(22)								(22)			VE territory covered losses incurred																	(38)									(38)
Recovery through conversion rate adjustment	Recovery through conversion rate adjustment							(164)		169								5			Recovery through conversion rate adjustment															(55)		53									(2)
Conversion of series A preferred stock upon sales into public market																				Conversion of series A preferred stock upon sales into public market		—		(1)					28						(1,899)				1,899							—
Conversion of class C common stock upon sales into public market	Conversion of class C common stock upon sales into public market			3		0	(1)											—			Conversion of class C common stock upon sales into public market									2				(1)													—
Share-based compensation, net of forfeitures																				Share-based compensation, net of forfeitures																			434							434
Vesting of restricted stock and performance-based shares	Vesting of restricted stock and performance-based shares			3														—			Vesting of restricted stock and performance-based shares									3																	—
Share-based compensation, net of forfeitures												322						322
Restricted stock and performance-based shares settled in cash for taxes	Restricted stock and performance-based shares settled in cash for taxes			(1)								(158)						(158)			Restricted stock and performance-based shares settled in cash for taxes									(1)										(142)							(142)
Cash proceeds from issuance of common stock under employee equity plans				1								142						142
Cash dividends declared and paid, at a quarterly amount of $0.30 per class A common stock														(2,002)				(2,002)
Cash proceeds from issuance of class A common stock under employee equity plans																				Cash proceeds from issuance of class A common stock under employee equity plans									1										162							162
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock																				Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock																					(2,102)					(2,102)
Repurchase of class A common stock	Repurchase of class A common stock			(37)								(390)		(6,182)				(6,572)			Repurchase of class A common stock									(27)										(287)		(5,422)					(5,709)
Balance as of June 30, 2020		2	3	1,687	245	11		$	5,298	$	(24)	$	16,457	$	14,072	$	(279)	$	35,524
Balance as of June 30, 2021																				Balance as of June 30, 2021		—		(1)	2		3		1,689		245		10		$	3,132	$	(24)	$	18,787	$	15,294	$	601		$	37,790

(1)Increase, decrease or ~~decrease~~balance is less than one million shares.

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


		Nine Months Ended June 30,					Nine Months Ended June 30,
		2021		2020			2022		2021
		(in millions)					(in millions)
Operating Activities	Operating Activities					Operating Activities
Net income	Net income	$	8,727	$	8,729	Net income	$	11,017	$	8,727
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	Adjustments to reconcile net income to net cash provided by (used in) operating activities:					Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Client incentives	Client incentives	5,980		4,966		Client incentives	7,435		5,980
Share-based compensation	Share-based compensation	434		322		Share-based compensation	470		434
Depreciation and amortization of property, equipment, technology and intangible assets	Depreciation and amortization of property, equipment, technology and intangible assets	602		571		Depreciation and amortization of property, equipment, technology and intangible assets	635		602
Deferred income taxes	Deferred income taxes	981		(116)		Deferred income taxes	(203)		981
VE territory covered losses incurred	VE territory covered losses incurred	(38)		(22)		VE territory covered losses incurred	(31)		(38)
(Gains) losses on equity investments, net	(Gains) losses on equity investments, net	(611)		(62)		(Gains) losses on equity investments, net	142		(611)
Other	Other	(82)		(87)		Other	(71)		(82)
Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Settlement receivable	Settlement receivable	(351)		966		Settlement receivable	(248)		(351)
Accounts receivable	Accounts receivable	(220)		108		Accounts receivable	(80)		(220)
Client incentives	Client incentives	(5,202)		(6,261)		Client incentives	(7,038)		(5,202)
Other assets	Other assets	(164)		(464)		Other assets	(455)		(164)
Accounts payable	Accounts payable	1		7		Accounts payable	(29)		1
Settlement payable	Settlement payable	574		(1,324)		Settlement payable	886		574
Accrued and other liabilities	Accrued and other liabilities	639		1,058		Accrued and other liabilities	37		639
Accrued litigation	Accrued litigation	(14)		(47)		Accrued litigation	506		(14)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	11,256		8,344		Net cash provided by (used in) operating activities	12,973		11,256
Investing Activities	Investing Activities					Investing Activities
Purchases of property, equipment and technology	Purchases of property, equipment and technology	(497)		(568)		Purchases of property, equipment and technology	(675)		(497)
Investment securities:	Investment securities:					Investment securities:
Purchases	Purchases	(3,223)		(549)		Purchases	(4,415)		(3,223)
Proceeds from maturities and sales	Proceeds from maturities and sales	5,286		3,675		Proceeds from maturities and sales	2,580		5,286
Acquisitions, net of cash acquired		(75)		(77)
Acquisitions, net of cash and restricted cash acquired						Acquisitions, net of cash and restricted cash acquired	(1,945)		(75)
Purchases of / contributions to other investments	Purchases of / contributions to other investments	(50)		(254)		Purchases of / contributions to other investments	(68)		(50)
Other investing activities	Other investing activities	105		81		Other investing activities	128		105
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	1,546		2,308		Net cash provided by (used in) investing activities	(4,395)		1,546
Financing Activities	Financing Activities					Financing Activities
Repurchase of class A common stock	Repurchase of class A common stock	(5,709)		(6,572)		Repurchase of class A common stock	(9,486)		(5,709)
Repayments of debt	Repayments of debt	(3,000)		0		Repayments of debt	—		(3,000)
Dividends paid	Dividends paid	(2,102)		(2,002)		Dividends paid	(2,409)		(2,102)
Proceeds from issuance of senior notes	Proceeds from issuance of senior notes	0		3,985		Proceeds from issuance of senior notes	3,218		—
Cash proceeds from issuance of class A common stock under employee equity plans	Cash proceeds from issuance of class A common stock under employee equity plans	162		142		Cash proceeds from issuance of class A common stock under employee equity plans	153		162
Restricted stock and performance-based shares settled in cash for taxes	Restricted stock and performance-based shares settled in cash for taxes	(142)		(158)		Restricted stock and performance-based shares settled in cash for taxes	(117)		(142)
Other financing activities	Other financing activities	0		(118)		Other financing activities	(15)		—
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(10,791)		(4,723)		Net cash provided by (used in) financing activities	(8,656)		(10,791)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	92		173		Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(725)		92
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	2,103		6,102		Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	(803)		2,103
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	19,171		10,832		Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	19,799		19,171
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	21,274	$	16,934	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	18,996	$	21,274
Supplemental Disclosure	Supplemental Disclosure					Supplemental Disclosure
Cash paid for income taxes, net	Cash paid for income taxes, net	$	2,134	$	1,793	Cash paid for income taxes, net	$	2,891	$	2,134
Interest payments on debt	Interest payments on debt	$	583	$	503	Interest payments on debt	$	548	$	583
Accruals related to purchases of property, equipment and technology	Accruals related to purchases of property, equipment and technology	$	52	$	34	Accruals related to purchases of property, equipment and technology	$	34	$	52

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

Table of Contents

VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1—Summary of Significant Accounting Policies

Organization. Visa Inc. (“Visa” or the “Company”) is a global payments technology company that ~~enables innovative, secure~~facilitates global commerce and ~~reliable electronic payments~~money movement 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”), Visa Technology & Operations LLC and CyberSource Corporation, operate one of the world’s largest electronic payments network — VisaNet — which ~~facilitates~~provides transaction processing services (primarily authorization, clearing and ~~settlement of payment transactions~~settlement). The Company offers products and ~~enables~~solutions that facilitate secure, reliable and efficient money movement for all participants in the ~~Company to provide its financial institution and seller clients a wide range of products, platforms and value added services.~~ecosystem. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa’s financial institution clients.

Consolidation and basis of presentation. The accompanying unaudited 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 unaudited consolidated financial statements as of and for the periods presented. All significant intercompany accounts and transactions are eliminated in consolidation.

During the prior quarter, economic sanctions were imposed on Russia, impacting Visa and its clients. The extent and severity of the sanctions impacted the Company’s operations and a reduction in Ruble liquidity impacted the Company’s ability to manage operational impact and related foreign currency risk. In March 2022, the Company announced it was suspending its operations in Russia. In addition, the Company deconsolidated its Russian subsidiary, resulting in a pre-tax loss of $35 million for the nine months ended June 30, 2022, which is included in general and administrative expense on the consolidated statements of operations.

The accompanying unaudited consolidated financial statements are presented in accordance with ~~the~~ U.S. Securities and Exchange Commission (“SEC”) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by U.S. GAAP. Reference should be made to the Visa Annual Report on Form 10-K for the year ended September 30, ~~2020~~2021 for additional disclosures, including a summary of the Company’s significant accounting policies.

In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year.

Use of estimates. The preparation of the accompanying unaudited 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 unaudited consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates may change as new events occur and additional information is obtained, and will be recognized in the ~~unaudited consolidated financial statements in the~~ period in which such changes occur. Future actual results could differ materially from these estimates. Coronavirus (“COVID-19”) has continued to create significant uncertainty in the global economy. There have been no comparable recent events that provide guidance as to the effect COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of COVID-19 and the extent to which COVID-19 continues to impact the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and difficult to predict.

Recently Adopted Accounting Pronouncements

In ~~June 2016,~~December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards ~~Board~~ Update (“ASU”) ~~2016-13,~~2019-12, which ~~requires~~simplifies the ~~measurement~~accounting for income taxes by removing certain exceptions to the general principles in the existing guidance and ~~recognition of expected credit losses for financial assets and certain~~making other ~~instruments held at amortized cost.~~minor improvements. The Company adopted ~~the standard~~this guidance effective October 1, ~~2020 using the modified retrospective transition method with comparative periods continuing to be reported using the previous applicable guidance.~~2021. The adoption did not have a material impact on the consolidated financial statements.

In ~~accordance with~~January 2020, the FASB issued ASU ~~2016-13,~~2020-01, which clarifies that an entity should consider observable transactions that require it to either apply or discontinue the ~~Company uses a forward-looking expected credit loss model~~equity method of accounting for financial instruments measured at amortized cost. For available-for-sale debt securities, when credit loss indicators exist and a discounted cash flow approach results in a credit loss, the credit loss will be recorded through an allowance ratherpurposes of applying

Table of Contents

VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

~~than through an other-than-temporary impairment. In addition to recording~~ the fair value of its settlement indemnification liability, under the new standard, the Company estimates expected credit losses and recognizes an allowance for those credit losses related to its settlement indemnification obligations.

In January 2017, the FASB issued ASU 2017-04, which simplifies the accounting for goodwill impairments by eliminating Step 2 from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, which is Step 1 of the goodwill impairment test. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The Company adopted the standard effective October 1, 2020. The adoption had no impact on the consolidated financial statements.

~~In August 2018, the FASB issued ASU 2018-13, which modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures.~~measurement alternative. The Company adopted this ~~standard~~guidance effective October 1, ~~2020.~~2021. The adoption did not have a material impact on the consolidated financial statements.

Note 2—Acquisitions

~~Terminated Acquisition~~Currencycloud

On ~~January 12,~~December 20, 2021, Visa ~~and Plaid Inc. mutually terminated~~ ~~their merger agreement announced on January 13, 2020. See~~ ~~Note 13—Legal Matters~~.

~~Pending Acquisitions~~

On June 24, 2021, Visa entered into a definitive agreement to acquire Tink AB (“Tink”) for €1.8 billion, inclusive of cash and retention incentives. Tink is a European open banking platform that enables financial institutions, fintechs and merchants to build tailored financial management tools, products and services for European consumers and businesses based on their financial data. This acquisition is subject to customary closing conditions, including regulatory reviews and approvals.

~~On July 22, 2021, Visa entered into a definitive agreement to acquire~~acquired The Currency Cloud Group Limited (“~~Currencycloud”~~Currencycloud��), a UK-based global platform that enables banks and fintechs to provide innovative foreign exchange solutions for cross-border ~~payments.~~payments, for a total purchase consideration of $893 million (which includes the fair value of Visa’s previously held equity interest in Currencycloud). The Company allocated $150 million of the purchase consideration to technology, intangible assets, other net assets acquired and deferred tax liabilities and the remaining $743 million to goodwill.

Tink

On March 10, 2022, Visa acquired 100% of the share capital of Tink AB (“Tink”) for $1.9 billion in cash. Tink is a European open banking platform that enables financial institutions, fintechs and merchants to build financial products and services and move money. The acquisition ~~values Currencycloud at £700 million, inclusive~~is expected to help accelerate the adoption of ~~cash~~open banking around the world by providing a secure, reliable platform for innovation.

Total purchase consideration has been allocated to the assets acquired and ~~retention incentives. The financial consideration will be reduced by the outstanding equity of Currencycloud that Visa already owns. This acquisition~~liabilities assumed and is subject to ~~customary closing conditions, including regulatory reviews~~revision. If additional information becomes available, the Company may further revise the purchase price allocation as soon as practicable, but no later than one year from the acquisition date; however, at this time, material changes are not expected.

The following table summarizes the purchase price allocation for Tink:


	Purchase Price Allocation		Weighted-Average Useful Life
	(in millions)		(in years)
Technology	$	245	4
Customer relationships	90		6
Deferred tax liabilities	(71)
Other net assets acquired (liabilities assumed)	22
Goodwill	1,577
Total	$	1,863	5

Goodwill is primarily attributable to synergies expected to be achieved from the acquisition and ~~approvals.~~the assembled workforce. None of the goodwill recognized is expected to be deductible for tax purposes.

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Note 3—Revenues

The nature, amount, timing and uncertainty of the Company’s revenues and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenues by revenue category and by ~~geography for the three and nine months ended June 30, 2021 and 2020:~~geography:


		Three Months Ended June 30,				Nine Months Ended June 30,					Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in millions)									(in millions)
Service revenues	Service revenues	$	2,828	$	2,409	$	8,350	$	7,587	Service revenues	$	3,189	$	2,828	$	9,903	$	8,350
Data processing revenues	Data processing revenues	3,327		2,525		9,356		8,100		Data processing revenues	3,579		3,327		10,673		9,356
International transaction revenues	International transaction revenues	1,696		1,102		4,635		4,953		International transaction revenues	2,560		1,696		6,942		4,635
Other revenues	Other revenues	409		314		1,185		1,071		Other revenues	517		409		1,440		1,185
Client incentives	Client incentives	(2,130)		(1,513)		(5,980)		(4,966)		Client incentives	(2,570)		(2,130)		(7,435)		(5,980)
Net revenues	Net revenues	$	6,130	$	4,837	$	17,546	$	16,745	Net revenues	$	7,275	$	6,130	$	21,523	$	17,546

~~Table of Contents~~

~~VISA INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)~~

Three Months Ended
June 30, Nine Months Ended
June 30,
2021 2020 2021 2020
(in millions)
U.S. $ 2,806 $ 2,380 $ 8,156 $ 7,747
International 3,324 2,457 9,390 8,998
Net revenues $ 6,130 $ 4,837 $ 17,546 $ 16,745

~~At June 30, 2021 and September 30, 2020, deferred revenue included in accrued liabilities on the consolidated balance sheets was $696 million and $533 million, respectively.~~


	Three Months Ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
	(in millions)
U.S.	$	3,170	$	2,806	$	9,427	$	8,156
International	4,105		3,324		12,096		9,390
Net revenues	$	7,275	$	6,130	$	21,523	$	17,546

Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows:


		June 30, 2021		September 30, 2020			June 30, 2022		September 30, 2021
		(in millions)					(in millions)
Cash and cash equivalents	Cash and cash equivalents	$	18,034	$	16,289	Cash and cash equivalents	$	14,047	$	16,487
Restricted cash and restricted cash equivalents:	Restricted cash and restricted cash equivalents:					Restricted cash and restricted cash equivalents:
U.S. litigation escrow	U.S. litigation escrow	894		901		U.S. litigation escrow	1,483		894
Customer collateral	Customer collateral	2,221		1,850		Customer collateral	2,261		2,260
Prepaid expenses and other current assets	Prepaid expenses and other current assets	125		131		Prepaid expenses and other current assets	1,205		158
Cash, cash equivalents, restricted cash and restricted cash equivalents	Cash, cash equivalents, restricted cash and restricted cash equivalents	$	21,274	$	19,171	Cash, cash equivalents, restricted cash and restricted cash equivalents	$	18,996	$	19,799

Prepaid expenses and other current assets include restricted cash and restricted cash equivalents related to funds held by the Company, primarily from Currencycloud, on behalf of clients in segregated bank accounts that cannot be withdrawn or used for general operating activities. These amounts are fully offset by corresponding liabilities recorded in accrued liabilities on the Company’s unaudited consolidated balance sheets.

Note 5—U.S. and Europe Retrospective Responsibility Plans

U.S. Retrospective Responsibility Plan

Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation referred to as the “U.S. covered litigation” are paid. The ~~escrow funds are held in money market investments along with interest income earned, less applicable taxes, and are classified as restricted cash equivalents on the consolidated balance sheets. The~~ accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 13—Legal Matters.

~~The following table sets forth the changes in the restricted cash equivalents—U.S. litigation escrow account:~~

Nine Months Ended
June 30,
2021 2020
(in millions)
Balance at beginning of period $ 901 $ 1,205
Return of takedown payment to the litigation escrow account 0 467
Payments to opt-out merchants(1) and interest earned on escrow funds
(7) (524)
Balance at end of period $ 894 $ 1,148

~~(1)These payments are associated with the Interchange Multidistrict Litigation. See~~ ~~Note 13—Legal Matters~~.

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The following table presents the changes in the restricted cash equivalents—U.S. litigation escrow account:


	Nine Months Ended June 30,
	2022		2021
	(in millions)
Balance at beginning of period	$	894	$	901
Deposits into the litigation escrow account	850		—

Payments to opt-out merchants(1) and interest earned on escrow funds	(261)		(7)
Balance at end of period	$	1,483	$	894

(1)These payments are associated with the interchange multidistrict litigation. See Note 13—Legal Matters.

Europe Retrospective Responsibility Plan

Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (the “VE territory covered litigation”). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (the “VE territory covered losses”) through a periodic adjustment to the class A common stock conversion rates applicable to the ~~UK&I~~series B and ~~Europe~~C preferred stock. VE territory covered losses are recorded in “right to recover for covered losses” within stockholders’ equity 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 is then recorded against the book value of the preferred stock within stockholders’ equity. During the three and nine months ended June 30, 2021, the Company recovered $40 million and $55 million, respectively, 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 following table ~~sets forth~~presents the activities related to VE territory covered losses in preferred stock and “right to recover for covered losses” within stockholders’ ~~equity during the nine months ended June 30, 2021:~~equity:


		Preferred Stock				Right to Recover for Covered Losses			Preferred Stock				Right to Recover for Covered Losses
		UK&I		Europe					Series B		Series C
		(in millions)							(in millions)
Balance as of September 30, 2020		$	1,106	$	1,543	$	(39)
Balance as of September 30, 2021								Balance as of September 30, 2021	$	1,071	$	1,523	$	(133)
VE territory covered losses incurred(1)	VE territory covered losses incurred(1)	0		0		(38)		VE territory covered losses incurred(1)	—		—		(31)
Recovery through conversion rate adjustment~~(2)~~	Recovery through conversion rate adjustment~~(2)~~	(35)		(20)		53		Recovery through conversion rate adjustment~~(2)~~	(135)		(6)		141
Balance as of June 30, 2021		$	1,071	$	1,523	$	(24)
Balance as of June 30, 2022								Balance as of June 30, 2022	$	936	$	1,517	$	(23)


	Preferred Stock				Right to Recover for Covered Losses
	Series B		Series C
	(in millions)
Balance as of September 30, 2020	$	1,106	$	1,543	$	(39)
VE territory covered losses incurred(1)	—		—		(38)
Recovery through conversion rate adjustment(2)	(35)		(20)		53
Balance as of June 30, 2021	$	1,071	$	1,523	$	(24)

(1)VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 13—Legal Matters.

(2)Adjustment to right to recover for covered losses for the conversion rate adjustment differs from the actual recovered amount due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustment.

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The following table ~~sets forth~~presents the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred stock recorded in stockholders’ equity within the Company’s consolidated balance ~~sheets as of June 30, 2021 and September 30, 2020:~~sheets:


		June 30, 2021				September 30, 2020					June 30, 2022				September 30, 2021
		As-converted Value of Preferred Stock(1),(2)		Book Value of Preferred Stock(1)		As-converted Value of Preferred Stock(1),(3)		Book Value of Preferred Stock(1)			As-converted Value of Preferred Stock(1),(2)		Book Value of Preferred Stock(1)		As-converted Value of Preferred Stock(1),(3)		Book Value of Preferred Stock(1)
		(in millions)									(in millions)
UK&I preferred stock		$	3,666	$	1,071	$	3,168	$	1,106
Europe preferred stock		5,044		1,523		4,331		1,543
Series B preferred stock										Series B preferred stock	$	2,957	$	936	$	3,493	$	1,071
Series C preferred stock										Series C preferred stock	4,241		1,517		4,806		1,523
Total	Total	8,710		2,594		7,499		2,649		Total	7,198		2,453		8,299		2,594
Less: right to recover for covered losses	Less: right to recover for covered losses	(24)		(24)		(39)		(39)		Less: right to recover for covered losses	(23)		(23)		(133)		(133)
Total recovery for covered losses available	Total recovery for covered losses available	$	8,686	$	2,570	$	7,460	$	2,610	Total recovery for covered losses available	$	7,175	$	2,430	$	8,166	$	2,461

(1)Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers.

(2)As of June 30, 2022, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 6.055 and 6.824, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $196.89, Visa’s class A common stock closing stock price.

(3)As of September 30, 2021, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the ~~UK&I~~series B and ~~Europe~~C preferred stock outstanding, respectively; (b) 6.321 and 6.834, the class A common stock conversion rate applicable to the ~~UK&I~~series B and ~~Europe~~C preferred stock outstanding, respectively; and (c) ~~$233.82,~~$222.75, Visa’s class A common stock closing stock price.

~~(3)~~As required by the litigation management deed, on June 21, 2022, the sixth anniversary of ~~September 30, 2020,~~the Visa Europe acquisition, Visa, in consultation with the VE territories litigation management committee, carried out a release assessment. After the completion of this assessment, the Company announced on July 8, 2022 that it will release approximately $3.5 billion of the as-converted value offrom its series B and C preferred stock ~~is calculated as the product of: (a) 2 million~~ and ~~3 million~~will issue approximately 176,853 shares of ~~the UK&I and Europe~~series A preferred stock ~~outstanding, respectively; (b) 6.387~~on July 29, 2022 (the “Sixth Anniversary Release”). Each holder of a share of series B and ~~6.861,~~C preferred stock will receive a number of series A preferred stock equal to the applicable conversion adjustment divided by 100. The Company will pay cash in lieu of issuing fractional shares of series A preferred stock. Each share of series A preferred stock will be automatically converted into 100 shares of class A common stock ~~conversion rate applicable~~in connection with a sale to ~~the UK&I and Europe preferred stock respectively; and (c) $199.97, Visa’s~~a person eligible to hold class A common stock ~~closing stock price.~~in accordance with Visa’s certificate of incorporation. Effective July 29, 2022, the release will result in a downward adjustment to the series B and C conversion rates of 3.084 and 3.179, respectively.

1516

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Note 6—Fair Value Measurements and Investments

Assets and Liabilities Measured at Fair Value on a Recurring Basis


		Fair Value Measurements Using Inputs Considered as								Fair Value Measurements Using Inputs Considered as
		Level 1				Level 2					Level 1				Level 2
		June 30, 2021		September 30, 2020		June 30, 2021		September 30, 2020					June 30, 2022		September 30, 2021		June 30, 2022		September 30, 2021
		(in millions)								(in millions)
Assets	Assets											Assets
Cash equivalents and restricted cash equivalents:	Cash equivalents and restricted cash equivalents:											Cash equivalents and restricted cash equivalents:
Money market funds	Money market funds	$	14,830	$	12,522	$	0	$	0			Money market funds	$	10,894	$	11,779	$	—	$	—
U.S. government-sponsored debt securities	U.S. government-sponsored debt securities	0		0		600		1,469				U.S. government-sponsored debt securities	—		—		—		100
U.S. Treasury securities	U.S. Treasury securities	750		650		0		0				U.S. Treasury securities	700		2,400		—		—
Investment securities:	Investment securities:											Investment securities:
Marketable equity securities	Marketable equity securities	550		148		0		0				Marketable equity securities	564		490		—		—
U.S. government-sponsored debt securities	U.S. government-sponsored debt securities	0		0		486		2,582				U.S. government-sponsored debt securities	—		—		15		245
U.S. Treasury securities	U.S. Treasury securities	1,271		1,253		0		0				U.S. Treasury securities	4,920		2,985		—		—
Other current and non-current assets:	Other current and non-current assets:											Other current and non-current assets:
Money market funds	Money market funds	3		0		0		0				Money market funds	4		4		—		—
Derivative instruments	Derivative instruments	0		0		389		512				Derivative instruments	—		—		764		410
Total	Total	$	17,404	$	14,573	$	1,475	$	4,563			Total	$	17,082	$	17,658	$	779	$	755
Liabilities	Liabilities											Liabilities
Accrued compensation and benefits:	Accrued compensation and benefits:											Accrued compensation and benefits:
Deferred compensation liability	Deferred compensation liability	$	168	$	135	$	0	$	0			Deferred compensation liability	$	153	$	167	$	—	$	—
Accrued and other liabilities:	Accrued and other liabilities:											Accrued and other liabilities:
Derivative instruments	Derivative instruments	0		0		216		181				Derivative instruments	—		—		292		109
Total	Total	$	168	$	135	$	216	$	181			Total	$	153	$	167	$	292	$	109

Level 1 ~~assets.~~assets and liabilities. Money market funds, marketable equity securities and U.S. Treasury securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical ~~assets and liabilities.~~assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan.

Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

U.S. government-sponsored debt securities and U.S. Treasury securities. As of June 30, ~~2021~~2022 and September 30, ~~2020, the Company held $1.8~~2021, gross unrealized gains and losses were not material. As of June 30, 2022, $3.4 billion ~~and $3.8 billion of these available-for-sale investment securities, respectively. All~~ of the Company’s ~~long-term available-for-sale investment~~debt securities are due within one year and $2.2 billion is due between one to five years.

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Assets Measured at Fair Value on a Non-recurring Basis

Non-marketable equity securities. The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values. 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.

The following table summarizes the total carrying value of the Company’s non-marketable equity securities held as of June 30, ~~2021~~2022 including cumulative unrealized gains and losses:


	June 30, ~~2021~~2022
	(in millions)
Initial cost basis	$	~~857~~722
Adjustments:
Upward adjustments	~~446~~810
Downward adjustments (including impairment)	~~(13)~~(350)
Carrying amount, end of period	$	~~1,290~~1,182

~~During the three and nine months ended June 30, 2021 and 2020, unrealized~~Unrealized gains and losses included in the carrying value of the Company’s non-marketable equity securities still held as of June 30, ~~2021~~2022 and ~~2020~~2021 were as follows:


		Three Months Ended June 30,				Nine Months Ended June 30,					Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in millions)									(in millions)
Upward adjustments	Upward adjustments	$	180	$	56	$	323	$	65	Upward adjustments	$	5	$	180	$	231	$	323
Downward adjustments (including impairment)	Downward adjustments (including impairment)	$	0	$	(6)	$	(2)	$	(6)	Downward adjustments (including impairment)	$	(284)	$	—	$	(337)	$	(2)

~~The~~For the three months ended June 30, 2022 and 2021, the Company recognized net unrealized losses of $278 million, and net unrealized gains of $434 million, respectively, on marketable and non-marketable equity securities still held as of quarter ~~end of $434 million and $68 million for the three months ended June 30, 2021 and 2020, respectively, and $610 million and $59 million for~~end. For the nine months ended June 30, 2022 and 2021, the Company recognized net unrealized losses of $262 million and ~~2020, respectively.~~net unrealized gains of $610 million, respectively, on marketable and non-marketable equity securities still held as of quarter end.

Non-financial assets and liabilities. ~~Long-lived~~Certain non-financial 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~~only recognized at fair value ~~on a non-recurring basis. Finite-lived intangible assets primarily consist of customer relationships and trade names, all of which were obtained through acquisitions.~~

~~If the Company were required~~if they are deemed 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.impaired. The Company ~~completed~~performed its annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, ~~2021,~~2022, and concluded ~~that~~ there was ~~0 impairment. No recent events or changes in circumstances indicate~~no impairment as of that ~~impairment existed at~~date. As of June 30, ~~2021.~~2022, there were no impairment indicators.

Other Fair Value Disclosures

Debt. Debt instruments are measured at amortized cost on the Company’s unaudited consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of June 30, 2022, the carrying value and estimated fair value of debt was $23.8 billion and $22.5 billion, respectively. As of September 30, 2021, the carrying value and estimated fair value of debt was $21.0 billion and ~~$22.9~~$22.5 billion, respectively. ~~As of September 30, 2020, the carrying value and estimated fair value of debt was $24.1 billion and $26.6 billion, respectively.~~

~~Table of Contents~~

~~VISA INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)~~

Other financial instruments not measured at fair value. ~~The following financial instruments are not measured at fair value on the Company’s unaudited consolidated balance sheet at~~At June 30, ~~2021, but disclosure~~2022, the carrying values of ~~their fair values is required:~~ settlement receivable and payable and customer ~~collateral. The estimated~~collateral approximate fair ~~value of such instruments at June 30, 2021 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.

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Note 7—Debt

The Company had outstanding debt as follows:


		June 30, 2021		September 30, 2020		Effective Interest Rate(1)			June 30, 2022		September 30, 2021		Effective Interest Rate(1)
		(in millions, except percentages)							(in millions, except percentages)

2.20% Senior Notes due December 2020		$	0	$	3,000	2.30	%
U.S. dollar notes								U.S. dollar notes
2.15% Senior Notes due September 2022	2.15% Senior Notes due September 2022	1,000		1,000		2.30	%	2.15% Senior Notes due September 2022	$	1,000	$	1,000	2.30	%
2.80% Senior Notes due December 2022	2.80% Senior Notes due December 2022	2,250		2,250		2.89	%	2.80% Senior Notes due December 2022	2,250		2,250		2.89	%
3.15% Senior Notes due December 2025	3.15% Senior Notes due December 2025	4,000		4,000		3.26	%	3.15% Senior Notes due December 2025	4,000		4,000		3.26	%
1.90% Senior Notes due April 2027	1.90% Senior Notes due April 2027	1,500		1,500		2.02	%	1.90% Senior Notes due April 2027	1,500		1,500		2.02	%
0.75% Senior Notes due August 2027	0.75% Senior Notes due August 2027	500		500		0.84	%	0.75% Senior Notes due August 2027	500		500		0.84	%
2.75% Senior Notes due September 2027	2.75% Senior Notes due September 2027	750		750		2.91	%	2.75% Senior Notes due September 2027	750		750		2.91	%
2.05% Senior Notes due April 2030	2.05% Senior Notes due April 2030	1,500		1,500		2.13	%	2.05% Senior Notes due April 2030	1,500		1,500		2.13	%
1.10% Senior Notes due February 2031	1.10% Senior Notes due February 2031	1,000		1,000		1.20	%	1.10% Senior Notes due February 2031	1,000		1,000		1.20	%
4.15% Senior Notes due December 2035	4.15% Senior Notes due December 2035	1,500		1,500		4.23	%	4.15% Senior Notes due December 2035	1,500		1,500		4.23	%
2.70% Senior Notes due April 2040	2.70% Senior Notes due April 2040	1,000		1,000		2.80	%	2.70% Senior Notes due April 2040	1,000		1,000		2.80	%
4.30% Senior Notes due December 2045	4.30% Senior Notes due December 2045	3,500		3,500		4.37	%	4.30% Senior Notes due December 2045	3,500		3,500		4.37	%
3.65% Senior Notes due September 2047	3.65% Senior Notes due September 2047	750		750		3.73	%	3.65% Senior Notes due September 2047	750		750		3.73	%
2.00% Senior Notes due August 2050	2.00% Senior Notes due August 2050	1,750		1,750		2.09	%	2.00% Senior Notes due August 2050	1,750		1,750		2.09	%
Euro notes								Euro notes
1.50% Senior Notes due June 2026								1.50% Senior Notes due June 2026	1,423		—		1.71	%
2.00% Senior Notes due June 2029								2.00% Senior Notes due June 2029	1,054		—		2.13	%
2.375% Senior Notes due June 2034								2.375% Senior Notes due June 2034	685		—		2.53	%
Total debt	Total debt	21,000		24,000				Total debt	24,162		21,000
Unamortized discounts and debt issuance costs	Unamortized discounts and debt issuance costs	(165)		(178)				Unamortized discounts and debt issuance costs	(181)		(161)
Hedge accounting fair value adjustments(2)	Hedge accounting fair value adjustments(2)	161		248				Hedge accounting fair value adjustments(2)	(186)		138
Total carrying value of debt	Total carrying value of debt	$	20,996	$	24,070			Total carrying value of debt	$	23,795	$	20,977

Reported as:	Reported as:							Reported as:
Current maturities of debt	Current maturities of debt	$	0	$	2,999			Current maturities of debt	$	3,249	$	999
Long-term debt	Long-term debt	20,996		21,071				Long-term debt	20,546		19,978
Total carrying value of debt	Total carrying value of debt	$	20,996	$	24,070			Total carrying value of debt	$	23,795	$	20,977

(1)Effective interest rates disclosed do not reflect hedge accounting adjustments.

(2)Represents the change in fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes.

Senior Notes

In June 2022, the Company issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.0 billion ($3.2 billion), with maturities ranging between 4 and 12 years. The June 2026 Notes, 2029 Notes and 2034 Notes, or collectively, the "Euro Notes", have interest rates of 1.50%, 2.00% and 2.375%, respectively. Interest on the Euro Notes is payable annually on June 15 of each year, commencing June 15, 2023. The net aggregate proceeds, after deducting discounts and debt issuance costs, were approximately €3.0 billion ($3.2 billion). The Company plans to use the net proceeds for general corporate purposes, which may include, among other things, the refinancing of existing indebtedness.

The Company’s outstanding senior notes, or collectively, 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. As of June 30, 2022, the Company was in compliance with all related covenants. Each series of Notes may be redeemed as a whole or in part at the Company’s option at any time at specified

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

redemption prices. In addition, each series of the Euro Notes may be redeemed as a whole at specified redemption prices upon the occurrence of certain U.S. tax events.

Non-derivative Financial Instrument Designated as a Net Investment Hedge

The Company designated €1.2 billion of the €3.0 billion Euro Notes, 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 designated portion of the Euro Notes, 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 sheets.

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 the ~~nine~~three months ended June 30, ~~2021,~~2022, the Company repaid ~~$3.0 billion~~$300 million and $650 million of ~~principal upon maturity~~commercial paper that was issued in March 2022 and April 2022, respectively. The Company had no outstanding obligations under the program as of ~~its senior notes due December 14, 2020.~~June 30, 2022 and September 30, 2021.

Note 8—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 operating 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.

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~~VISA INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)~~

Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events.

The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. During the nine months ended June 30, ~~2021,~~2022, the Company’s maximum daily settlement exposure was ~~$104.1~~$116.3 billion and the average daily settlement exposure was ~~$63.9~~$71.8 billion.

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. ~~At June 30, 2021 and September 30, 2020, the~~The Company held the following collateral to manage settlement exposure:


		June 30, 2021		September 30, 2020			June 30, 2022		September 30, 2021
		(in millions)					(in millions)
Restricted cash and restricted cash equivalents	Restricted cash and restricted cash equivalents	$	2,221	$	1,850	Restricted cash and restricted cash equivalents	$	2,261	$	2,260
Pledged securities at market value	Pledged securities at market value	253		228		Pledged securities at market value	300		254
Letters of credit	Letters of credit	1,402		1,306		Letters of credit	1,622		1,518
Guarantees	Guarantees	729		717		Guarantees	706		758
Total	Total	$	4,605	$	4,101	Total	$	4,889	$	4,790

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Note 9—Stockholders’ Equity

As-converted class A common stock. The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis were as follows:


		June 30, 2021					September 30, 2020						June 30, 2022					September 30, 2021
		Shares Outstanding		Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock(1)	Shares Outstanding		Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock(1)		Shares Outstanding		Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock(1)	Shares Outstanding		Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock(1)
		(in millions, except conversion rates)											(in millions, except conversion rate)
Series A preferred stock	Series A preferred stock	0	(2)	100.0000		8	0	(2)	100.0000		35	Series A preferred stock	—	(2)	100.0000		6	—	(2)	100.0000		7
UK&I preferred stock		2		6.3210		16	2		6.3870		16
Europe preferred stock		3		6.8340		22	3		6.8610		22
Series B preferred stock												Series B preferred stock	2		6.0550		15	2		6.3210		16
Series C preferred stock												Series C preferred stock	3		6.8240		22	3		6.8340		22
Class A common stock(3)	Class A common stock(3)	1,689		—		1,689	1,683		—		1,683	Class A common stock(3)	1,637		—		1,637	1,677		—		1,677
Class B common stock	Class B common stock	245		1.6228	(4)	398	245		1.6228	(4)	398	Class B common stock	245		1.6059	(4)	394	245		1.6228	(4)	398
Class C common stock	Class C common stock	10		4.0000		41	11		4.0000		43	Class C common stock	10		4.0000		40	10		4.0000		41
Total	Total					2,174					2,197	Total					2,114					2,161

(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)The number of shares outstanding was less than one million.

(3)Class A common stock shares outstanding reflect repurchases that settled on or before June 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively.

(4)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.

Series A preferred stock issuance. On July 29, 2022, the Company will issue approximately 176,853 shares of series A preferred stock in connection with the Sixth Anniversary Release. See Note 5—U.S. and Europe Retrospective Responsibility Plans.

Reduction in as-converted shares. Under the terms of the U.S. retrospective responsibility plan, when the Company funds the U.S. litigation escrow account, the value of the Company’s class B common stock is subject to dilution through a downward adjustment to the conversion rate of the shares of class B common stock to shares of class A common stock. 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~~series B and ~~Europe~~C preferred stock. The deposit and recovery ~~has~~have the same economic effect on earnings per share as repurchasing the Company’s class A common stock, because it reduces the ~~UK&I~~class B common stock and ~~Europe~~the series B and C preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count. See Note 5—U.S. and Europe Retrospective Responsibility Plans.

The following table presents the reduction in the number of as-converted class B common stock after deposit into the U.S. litigation escrow account for the nine months ended June 30, 2022. There was no comparable adjustment recorded for class B common stock for the nine months ended June 30, 2021.


	Nine Months Ended June 30, 2022
	(in millions, except per share data)
Reduction in equivalent number of class A common stock	4
Effective price per share(1)	$	205.06
Deposits under the U.S. retrospective responsibility plan	$	850

(1)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 certificate of incorporation. Effective price per share for the fiscal year is calculated using the weighted-average effective prices of the respective adjustments made during the year.

1921

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The following table presents the reduction in the number of as-converted ~~UK&I~~series B and ~~Europe~~C preferred stock after the Company recovered VE territory covered losses through conversion rate ~~adjustments in the nine months ended June 30, 2021 and 2020:~~adjustments:


		Nine Months Ended June 30, 2021						Nine Months Ended June 30, 2020						Nine Months Ended June 30, 2022					Nine Months Ended June 30, 2021
		UK&I			Europe			UK&I			Europe			Series B		Series C			Series B			Series C
		(in millions, except per share data)												(in millions, except per share data)
Reduction in equivalent number of as-converted shares of class A common stock		0		(1)	0		(1)	0		(1)	1
Reduction in equivalent number of class A common stock													Reduction in equivalent number of class A common stock	1		—		(1)	—		(1)	—		(1)
Effective price per share(2)	Effective price per share(2)	$	220.84		$	220.71		$	180.00		$	180.00	Effective price per share(2)	$	203.08	$	202.55		$	220.84		$	220.71
Recovery through conversion rate adjustment	Recovery through conversion rate adjustment	$	35		$	20		$	72		$	92	Recovery through conversion rate adjustment	$	135	$	6		$	35		$	20

(1)The reduction in equivalent number of shares of class A common stock was less than one million shares.

(2)Effective price per share for the quarter 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. Effective price per share for each fiscal year is calculated using the weighted-average effective prices of the respective adjustments made during the year.

Common stock repurchases. The following table presents share repurchases in the open ~~market for the following periods:~~market:


		Three Months Ended June 30,				Nine Months Ended June 30,					Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in millions, except per share data)									(in millions, except per share data)
Shares repurchased in the open market(1)	Shares repurchased in the open market(1)	10		6		27		37		Shares repurchased in the open market(1)	12		10		46		27
Average repurchase price per share(2)	Average repurchase price per share(2)	$	227.11	$	177.86	$	213.02	$	179.91	Average repurchase price per share(2)	$	202.81	$	227.11	$	208.30	$	213.02
Total cost(2)	Total cost(2)	$	2,200	$	1,069	$	5,709	$	6,572	Total cost(2)	$	2,433	$	2,200	$	9,486	$	5,709

(1)Shares repurchased in the open market reflect repurchases that settled during the three and nine months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. All shares repurchased in the open market have been retired and constitute authorized but unissued shares.

(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share and total cost isare calculated based on unrounded numbers.

In ~~January 2020,~~December 2021, the Company’s board of directors authorized a ~~$9.5 billion share repurchase program and in January 2021, authorized an additional $8.0~~$12.0 billion share repurchase program (the ~~“January~~“December 2021 Program”). Previously, in January 2021, the Company’s board of directors authorized an $8.0 billion share repurchase program. These authorizations have no expiration date. As of June 30, ~~2021,~~2022, the Company’s repurchase program had remaining authorized funds of ~~$7.8~~$7.3 billion. All share repurchase programs authorized prior to the ~~January~~December 2021 Program have been completed.

Dividends. The Company declared and paid dividends of $798 million and $698 million during the three months ended June 30, 2022 and 2021, respectively, and $2.4 billion and $2.1 billion during the nine months ended June 30, 2022 and 2021, respectively. On July ~~23, 2021,~~22, 2022, the Company’s board of directors declared a quarterly cash dividend of ~~$0.32~~$0.375 per share of class A common stock (determined in the case of class B and C common stock and series A, ~~UK&I~~B and ~~Europe~~C preferred stock on an as-converted basis), which will be paid on September 1, ~~2021,~~2022, to all holders of record as of August 13, 2021. The Company declared and paid dividends of $698 million and $663 million during the three months ended June 30, 2021 and 2020, respectively, and $2.1 billion and $2.0 billion during the nine months ended June 30, 2021 and 2020, respectively.12, 2022.

Note 10—Earnings Per Share

Basic earnings per share is computed by dividing net income available to each class of shares by the weighted-average number of shares of common stock outstanding and participating securities during the period. Participating securities include the Company’s series A, B and C preferred stock and restricted stock units (“RSUs”) that contain non-forfeitable rights to dividends or dividend equivalents. 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 outstanding of each class of common stock reflects changes in ownership over the periods presented. See Note 9—Stockholders’ Equity.

2022

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

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 series A, ~~UK&I~~B and ~~Europe~~C 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 Company’s Employee Stock Purchase Plan and the assumed vesting of unearned performance shares.

The following table presents earnings per share for the three months ended June 30, ~~2021:~~2022:


		Basic Earnings Per Share					Diluted Earnings Per Share							Basic Earnings Per Share					Diluted Earnings Per Share
		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)			Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)
		(in millions, except per share data)												(in millions, except per share data)
Class A common stock	Class A common stock	$	1,996	1,691	$	1.18	$	2,575	2,184	(3)	$	1.18	Class A common stock	$	2,634	1,642	$	1.60	$	3,411	2,129	(3)	$	1.60
Class B common stock	Class B common stock	470		245	$	1.92	$	470	245		$	1.91	Class B common stock	637		245	$	2.59	$	636	245		$	2.59
Class C common stock	Class C common stock	49		10	$	4.72	$	49	10		$	4.72	Class C common stock	64		10	$	6.42	$	64	10		$	6.41
Participating securities~~(4)~~	Participating securities~~(4)~~	60		Not presented	Not presented		$	60	Not presented		Not presented		Participating securities~~(4)~~	76		Not presented	Not presented		$	76	Not presented		Not presented
Net income	Net income	$	2,575										Net income	$	3,411

The following table presents earnings per share for the nine months ended June 30, ~~2021:~~2022:

Basic Earnings Per Share Diluted Earnings Per Share
Income
Allocation
(A)(1)
Weighted-
Average
Shares
Outstanding (B)
Earnings per
Share =
(A)/(B)(2)
Income
Allocation
(A)(1)
Weighted-
Average
Shares
Outstanding (B)
Earnings per
Share =
(A)/(B)(2)
(in millions, except per share data)
Class A common stock $ 6,748 1,693 $ 3.99 $ 8,727 2,192 (3) $ 3.98
Class B common stock 1,588 245 $ 6.47 $ 1,586 245 $ 6.46
Class C common stock 169 11 $ 15.94 $ 169 11 $ 15.92
Participating securities(4)
222 Not presented Not presented $ 221 Not presented Not presented
Net income $ 8,727

~~The following table presents earnings per share for the three months ended June 30, 2020:~~


		Basic Earnings Per Share					Diluted Earnings Per Share							Basic Earnings Per Share					Diluted Earnings Per Share
		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)			Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)
		(in millions, except per share data)												(in millions, except per share data)
Class A common stock	Class A common stock	$	1,814	1,690	$	1.07	$	2,373	2,214	(3)	$	1.07	Class A common stock	$	8,518	1,655	$	5.15	$	11,017	2,143	(3)	$	5.14
Class B common stock	Class B common stock	428		245	$	1.74	$	427	245		$	1.74	Class B common stock	2,046		245	$	8.33	$	2,044	245		$	8.33
Class C common stock	Class C common stock	46		11	$	4.29	$	47	11		$	4.29	Class C common stock	207		10	$	20.58	$	207	10		$	20.56
Participating securities~~(4)~~	Participating securities~~(4)~~	85		Not presented	Not presented		$	85	Not presented		Not presented		Participating securities~~(4)~~	246		Not presented	Not presented		$	246	Not presented		Not presented
Net income	Net income	$	2,373										Net income	$	11,017

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The following table presents earnings per share for the three months ended June 30, 2021:


	Basic Earnings Per Share					Diluted Earnings Per Share
	Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)
	(in millions, except per share data)
Class A common stock	$	1,996	1,691	$	1.18	$	2,575	2,184	(3)	$	1.18
Class B common stock	470		245	$	1.92	$	470	245		$	1.91
Class C common stock	49		10	$	4.72	$	49	10		$	4.72
Participating securities	60		Not presented	Not presented		$	60	Not presented		Not presented
Net income	$	2,575

The following table presents earnings per share for the nine months ended June 30, ~~2020:~~2021:


		Basic Earnings Per Share					Diluted Earnings Per Share							Basic Earnings Per Share					Diluted Earnings Per Share
		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)			Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)
		(in millions, except per share data)												(in millions, except per share data)
Class A common stock	Class A common stock	$	6,679	1,702	$	3.92	$	8,729	2,227	(3)	$	3.92	Class A common stock	$	6,748	1,693	$	3.99	$	8,727	2,192	(3)	$	3.98
Class B common stock	Class B common stock	1,564		245	$	6.37	$	1,561	245		$	6.36	Class B common stock	1,588		245	$	6.47	$	1,586	245		$	6.46
Class C common stock	Class C common stock	172		11	$	15.70	$	172	11		$	15.68	Class C common stock	169		11	$	15.94	$	169	11		$	15.92
Participating securities~~(4)~~	Participating securities~~(4)~~	314		Not presented	Not presented		$	314	Not presented		Not presented		Participating securities~~(4)~~	222		Not presented	Not presented		$	221	Not presented		Not presented
Net income	Net income	$	8,729										Net income	$	8,727

(1)~~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 397 million for the three months ended June 30, 2022 and 398 million for ~~the~~nine months ended June 30, 2022 and three and nine months ended June 30, ~~2021 and 2020.~~2021. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 40 million for the three and nine months ended June 30, 2022 and 42 million for the three and nine months ended June 30, ~~2021 and 43 million and 44 million for the three and nine months ended June 30, 2020, respectively.~~2021. The weighted-average number of shares of preferred stock included within participating securities was 6 million of as-converted series A preferred stock for the three and nine months ended June 30, 2022 and 9 million and 14 million of as-converted series A preferred stock for the three and nine months ended June 30, 2021, respectively, ~~16 million and 32~~15 million of as-converted ~~UK&I~~series B preferred stock for the three months ended June 30, 2022 and 16 million of as-converted series B preferred stock for the nine months ended June 30, 2022 and three and nine months ended June 30, 2021 and 22 million of as-converted series C preferred stock for the three and nine months ended June 30, ~~2021~~2022 and ~~2020, respectively, and 22 million and 44 million of as-converted Europe preferred stock for the three and nine months ended June 30, 2021 and 2020, respectively.~~2021.

(2)Figures in the table may not recalculate exactly due to rounding. ~~Earnings~~Basic and diluted earnings per share is calculated based on unrounded numbers.

(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~~ common stock equivalents ~~of 3 million~~are not material for the three and nine months ended June 30, ~~2021~~2022 and 2020 because their effect would have been dilutive. The computation excludes common stock equivalents of less than 1 million for the three and nine months ended June 30, 2021 and 1 million for the three and nine months ended June 30, 2020, 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 series A preferred stock, UK&I and Europe preferred stock and restricted stock units. Participating securities’ income is allocated based on the weighted-average number of shares of as-converted stock.2021.

Note 11—Share-based Compensation

The Company granted the following equity awards to employees and non-employee directors under the 2007 Equity Incentive Compensation Plan, or the EIP, during the nine months ended June 30, ~~2021:~~2022:


		Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price			Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price
Non-qualified stock options	Non-qualified stock options	1,022,430	$	39.51	$	207.57	Non-qualified stock options	961,570	$	43.16	$	200.86
Restricted stock units	Restricted stock units	2,395,264	$	208.05			Restricted stock units	3,413,085	$	203.22
Performance-based shares(1)	Performance-based shares(1)	432,714	$	229.81			Performance-based shares(1)	440,722	$	186.50

(1)Represents the maximum number of performance-based shares which could be earned.

Related to the EIP, the Company recorded share-based compensation cost, net of estimated forfeitures, of $153 million and $102 million for the three months ended June 30, 2021 and 2020, respectively, and $417 million and $306 million for the nine months ended June 30, 2021 and 2020, respectively.

On January 26, 2021, the EIP was amended to extend the termination date from January 31, 2022 to January 26, 2031 and reduce the number of shares authorized for grant from 236 million to 198 million. Additionally, shares available for grant may be either unissued or previously issued shares subsequently acquired by the Company, except that shares withheld for taxes, or shares used to pay the exercise or purchase price of an award, shall not again be available for future grant.

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Related to the EIP, the Company recorded share-based compensation cost, net of estimated forfeitures, of $145 million and $153 million for the three months ended June 30, 2022 and 2021, respectively, and $447 million and $417 million for the nine months ended June 30, 2022 and 2021, respectively.

Note 12—Income Taxes

~~The~~For the three and nine months ended June 30, 2022, the effective income tax rates were ~~41%~~11% and ~~26%~~17%, respectively, and for the three and nine months ended June 30, 2021, ~~respectively,~~the effective income tax rates were 41% and ~~19% for the three and nine months ended June 30, 2020.~~26%, respectively. The effective tax rates for the three and nine months ended June 30, ~~2021~~2022 differ from the effective tax rates for the same periods in the prior year primarily due to the following:

•during the three months ended June 30, 2022, a decrease in the state apportionment rate, including a $176 million tax benefit related to prior years, as a result of a tax position taken related to a recent ruling;

•during the three months ended June 30, 2021, a $1.0 billion non-recurring, non-cash tax expense related to the remeasurement of UK deferred tax ~~liabilities, as discussed below;~~liabilities;

•during the three months ended June 30, 2021, a $51 million tax benefit as a result of a tax position taken on certain expenses; and

•during the nine months ended June 30, 2021, $147 million of tax benefits as a result of the conclusion of audits by taxing authorities.

On June 10, 2021, the UK enacted legislation that will increase the tax rate from 19% to 25%, effective April 1, 2023. As a result, the Company recorded a non-recurring, non-cash tax expense related to the remeasurement of its net UK deferred tax liabilities, primarily related to intangibles recorded upon the acquisition of Visa Europe in fiscal 2016.

During the three ~~months ended June 30, 2021, the Company’s gross~~ and ~~net unrecognized tax benefits increased by $80 million and $39 million, respectively. During the~~ nine months ended June 30, ~~2021,~~2022, the Company’s gross ~~and net~~ unrecognized tax benefits decreased by ~~$37~~$34 million and ~~$137~~increased by $109 million, respectively. The Company’s net unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate, decreased by $75 million and $29 million, respectively. The change in unrecognized tax benefits is primarily related to the change in state apportionment mentioned above, partially offset by an increase in gross timing differences as well as various tax positions across several jurisdictions. Additionally, for the nine month period, the decrease in unrecognized tax benefits is primarily due to the recognition of previously unrecognized tax benefits as a result of the conclusion of audits by taxing authorities, partially offset by increases in gross timing differences. During the three and nine months ended June 30, ~~2021, there were 0 significant changes in accrued interest related to uncertain tax positions. During the three and nine months ended June 30, 2020,~~2022, the Company’s accrued ~~interest~~penalties related to uncertain tax positions ~~increased~~decreased by ~~$18 million and $56 million, respectively.~~$31 million.

The Company’s tax filings are subject to examination by U.S. federal, state and foreign taxing authorities. The timing and outcome of the final resolutions of the various ongoing income tax examinations are highly uncertain. It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next twelve months.

In September 2020, the Company accepted a settlement offer related to the examination of Canadian tax returns dating back to fiscal 2003, which was subject to approval by the Tax Court of Canada. On January 21, 2021, the Tax Court of Canada approved the settlement agreement related to the examination. The Company’s income tax provision was adjusted to reflect the estimated impact of the settlement in fiscal 2020.

~~The American Rescue Plan Act of 2021 (the “ARP Act”) was enacted in the U.S. on March 11, 2021. The ARP Act is not expected to have a material impact on the Company’s financial results.~~

Note 13—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 ~~the Company’s~~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.

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The following table summarizes the activity related to accrued litigation:


		Nine Months Ended June 30,					Nine Months Ended June 30,
		2021		2020			2022		2021
		(in millions)					(in millions)
Balance at beginning of period	Balance at beginning of period	$	914	$	1,203	Balance at beginning of period	$	983	$	914
Provision for uncovered legal matters	Provision for uncovered legal matters	5		7		Provision for uncovered legal matters	2		5
Provision for covered legal matters	Provision for covered legal matters	23		14		Provision for covered legal matters	878		23
Reestablishment of prior accrual related to interchange multidistrict litigation		0		467

Payments for legal matters	Payments for legal matters	(42)		(535)		Payments for legal matters	(377)		(42)
Balance at end of period	Balance at end of period	$	900	$	1,156	Balance at end of period	$	1,486	$	900

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. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a 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 Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans.

The following table summarizes the accrual activity related to U.S. covered litigation:


		Nine Months Ended June 30,					Nine Months Ended June 30,
		2021		2020			2022		2021
		(in millions)					(in millions)
Balance at beginning of period	Balance at beginning of period	$	888	$	1,198	Balance at beginning of period	$	881	$	888
Provision for interchange multidistrict litigation						Provision for interchange multidistrict litigation	861		—

Reestablishment of prior accrual related to interchange multidistrict litigation		0		467
Payments for U.S. covered litigation	Payments for U.S. covered litigation	(7)		(529)		Payments for U.S. covered litigation	(262)		(7)
Balance at end of period	Balance at end of period	$	881	$	1,136	Balance at end of period	$	1,480	$	881

During the three and nine months ended June 30, 2022, the Company recorded additional accruals of $716 million and $861 million, respectively, and deposited $600 million and $850 million, respectively, into the U.S. litigation escrow account to address claims of certain merchants who opted out of the Amended Settlement Agreement. The U.S. covered litigation accrual balance is consistent with the Company’s estimate of its share of the lower end of a probable and reasonably estimable loss with respect to U.S. covered litigation. While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation. The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached.

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 periodic adjustments to the conversion rates applicable to the ~~UK&I preferred stock~~series B and ~~Europe~~C 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 5—U.S. and Europe Retrospective Responsibility Plans.

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The following table summarizes the accrual activity related to VE territory covered litigation:


		Nine Months Ended June 30,					Nine Months Ended June 30,
		2021		2020			2022		2021
		(in millions)					(in millions)
Balance at beginning of period	Balance at beginning of period	$	21	$	5	Balance at beginning of period	$	102	$	21
Provision for VE territory covered litigation	Provision for VE territory covered litigation	23		14		Provision for VE territory covered litigation	17		23
Payments for VE territory covered litigation	Payments for VE territory covered litigation	(29)		(5)		Payments for VE territory covered litigation	(114)		(29)
Balance at end of period	Balance at end of period	$	15	$	14	Balance at end of period	$	5	$	15

U.S. Covered Litigation

Interchange Multidistrict Litigation (MDL) –- Putative Class Actions

On ~~December~~July 18, ~~2020,~~2022, in response to an order from the ~~plaintiffs purporting to act on behalf~~U.S. Court of Appeals for the ~~putative Injunctive Relief Class moved for class certification.~~

~~On April 28, 2021, a complaint was filed by Hayley Lanning and others, and on June 16, 2021, a complaint was filed by Camp Grounds Coffee and others, each against Visa and Mastercard on behalf~~Second Circuit, the district court certified its final approval of a purported class of merchants located in 25 states and the District of Columbia who have taken payment using the Square card acceptance service. The complaints allege violations of the antitrust laws of those jurisdictions and seek recovery for plaintiffs as indirect purchasers. To the extent that those plaintiffs’ claims are not released by the Amended Settlement Agreement ~~Visa believes they are covered by the U.S. Retrospective Responsibility Plan.~~as a partial final judgment.

Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions

Visa has reached settlements with a number of merchants representing approximately ~~40%~~55% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

VE Territory Covered Litigation

Europe Merchant Litigation

Since July 2013, in excess of ~~700~~850 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 other Visa subsidiaries in the UK, Belgium, Poland and ~~Poland~~Israel primarily relating to interchange rates in Europe and in some cases relating to fees charged by Visa and certain Visa rules. As of the filing date, Visa ~~Europe, Visa Inc. and other Visa subsidiaries have~~has settled the claims asserted by over ~~100~~150 Merchants, leaving more than ~~550~~650 Merchants with outstanding claims. In addition, over 30 additional Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled.

~~With regard~~On November 26, 2021, with respect to ~~the claim asserted by one~~certain pending Merchant ~~trial before~~claims, the UK Competition Appeal Tribunal (CAT) found that UK and certain other domestic and intra-European Economic Area consumer interchange fees before the introduction of the Interchange Fee Regulation (IFR) were a restriction of competition, but that the question of whether those fees, along with inter-European Economic Area fees, are a restriction of competition after the introduction of the IFR would need to ~~determine~~be resolved at trial. Whether any interchange fees are exempt from the ~~lawful amount,~~finding of restriction under applicable law and the assessment of damages, if any, will also need to be considered at trial. On February 1, 2022, the ~~plaintiff may be entitled~~UK Court of Appeal granted claimants permission to ~~recover~~appeal the CAT’s ruling and an appeal hearing is ~~set~~scheduled for July 2022.

On June ~~2022. Other plaintiffs, whose~~1, 2022, two class action claims were ~~effectively stayed pending~~filed against Visa with the ~~Supreme Court~~CAT on behalf of UK businesses that accepted Visa-branded payment cards at any time from June 1, 2016 alleging that UK domestic, intra-European Economic Area, and inter-regional interchange fees on commercial credit cards, and inter-regional interchange fees on consumer cards, are anti-competitive. The Europe retrospective responsibility plan covers liabilities and losses relating to the covered period, which generally refers to the period before the closing of the ~~United Kingdom's judgment, are moving their claims forward, mostly before~~Visa Europe acquisition.

Other Litigation

On July 3, 2022, Visa filed a motion challenging jurisdiction in the ~~UK Competition Appeal Tribunal.~~action filed against Visa and MasterCard in the Israel Central District Court.

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Other Litigation

~~Canadian Merchant Litigation~~

All defendants have settled with the plaintiffs. The appeals by Wal-Mart Canada and/or Home Depot of Canada Inc. of the decisions approving the Visa and Mastercard settlements have been rejected in all five provinces. Wal-Mart Canada and Home Depot of Canada Inc. sought leave to appeal the British Columbia, Quebec, Ontario and Saskatchewan Courts of Appeal decisions to the Supreme Court of Canada, and those applications were denied. Wal-Mart Canada and Home Depot of Canada Inc. chose not to appeal the Alberta Court of Appeal decision to the Supreme Court of Canada, and the Visa and Mastercard settlements are now final.

~~EMV Chip Liability Shift~~Pulse Network

On ~~January 19, 2021,~~April 5, 2022, the U.S. Court of Appeals for the ~~Second~~Fifth Circuit ~~denied defendants’ request to appeal~~reversed, in part, the district court’s summary judgment decision ~~granting plaintiffs’ motion for class certification.~~

~~Australian Competition~~in Visa's favor, finding that Pulse has standing to pursue certain of its claims, and ~~Consumer Commission~~

~~On March 9, 2021, the Australian Competition and Consumer Commission accepted an undertaking by Visa to resolve the investigation. The investigation is now closed.~~

~~Euronet Litigation~~

~~In the claim by Euronet 360 Finance Limited, Euronet Polska Spolka z.o.o. and Euronet Services spol. s.r.o., trial has been scheduled for a date on or after October 2, 2023.~~

~~Plaid Inc. Acquisition~~

~~On January 12, 2021,~~remanded the case ~~filed by~~to the ~~U.S. Department of Justice against Visa and Plaid was dismissed.~~district court for further proceedings.

German ATM Litigation

InBetween December ~~2020~~2021 and ~~January 2021, 6 savings banks and cooperative banks filed~~June 2022, Visa was served with claims in Germany brought by German savings banks against Visa Europe ~~challenging~~and Visa Inc. The banks claim that Visa’s ATM rules prohibiting the charging of access fees on domestic cash withdrawals ~~with a credit card as anti-competitive. No damages~~ are ~~currently sought. On December 24, 2020, 275 German savings banks initiated conciliation proceedings against~~anti-competitive and they are seeking damages. Visa ~~Europe, Visa Europe Services, LLC., and Visa Europe Services, Inc. asserting claims related~~has filed challenges to ~~the same rules. Visa declined participation in these proceedings on March 22, 2021. On April 30, 2021, Visa filed defenses challenging~~ the jurisdiction of the German courts to hear ~~claims brought by certain banks.~~

~~U.S. Department of Justice Civil Investigative Demand (2021)~~

On March 26, 2021, the Antitrust Division of the U.S. Department of Justice (the “Division”) issued a Civil Investigative Demand (“CID”) to Visa 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 U.S. debit and competition with other payment methods and networks. Visa is cooperating with the Division in connection with the CID. On June 11, 2021, the Division issued a further CID seeking additional documents and information on the same subjects.these claims.

Foreign Currency Exchange Rate Litigation

On ~~July 9,~~December 6, 2021, ~~a class action~~an amended complaint making similar allegations regarding the setting of foreign exchange rates was filed ~~against Visa in the U.S. District Court for the Northern District of California~~ by several individuals on behalf of a nationwide class, and/or California, Washington, Massachusetts or ~~Illinois~~New Jersey subclasses, of cardholders who made a transaction in a foreign currency. The amended complaint ~~alleges that Visa sets foreign exchange rates in violation of Visa’s rules and bank cardholder agreements, and~~ asserts claims for unjust enrichment and restitution as well as violations of the California Unfair Competition Law, the Washington Consumer Protection Act, the Massachusetts Consumer Protection Act, and the ~~Illinois~~New Jersey Consumer Fraud Act. ~~Plaintiffs seek an injunction, damages, disgorgement, and attorneys’ fees among other relief.~~On January 19, 2022, Visa filed a motion to dismiss the amended complaint.

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ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis provides a review of the results of operations, financial condition and the liquidity and capital resources of Visa Inc. and its subsidiaries (“Visa,” “we,” “us,” “our” or the “Company”) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1—Financial Statements of this report.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, the impact on our future financial position, results of operations and cash flows as a result of the invasion of Ukraine by Russia; the ongoing effects of the ~~coronavirus (“COVID-19”)~~COVID-19 pandemic, ~~the measures taken in response,~~ as well as the ~~speed~~reopening of borders and ~~strength~~resumption of ~~an economic recovery;~~international travel; prospects, developments, strategies and growth of our business; anticipated expansion of our products in certain countries; industry developments; anticipated timing and benefits of our acquisitions; expectations regarding litigation matters, investigations and proceedings; timing and amount of stock repurchases; sufficiency of sources of liquidity and funding; effectiveness of our risk management programs; and expectations regarding the impact of recent accounting pronouncements on our consolidated financial statements. Forward-looking statements generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “could,” “should,” “will,” “continue” and other similar expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to predict. We describe risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, any of these forward-looking statements in our SEC filings, including our Annual Report on Form 10-K, for the year ended September 30, ~~2020~~2021, and our subsequent reports on Forms 10-Q and 8-K. Except as required by law, we do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.

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Overview

Visa is a global payments technology company that ~~enables innovative, secure~~facilitates global commerce and ~~reliable electronic payments~~money movement across more than 200 countries and ~~territories. We facilitate digital payments across~~territories among a global network of consumers, merchants, financial institutions ~~businesses, strategic partners~~ and government entities through innovative technologies. ~~Our~~We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institutions and merchants through VisaNet, our advanced transaction processing ~~network, VisaNet, enables authorization, clearing~~network. We offer products and ~~settlement of payment transactions~~solutions that facilitate secure, reliable and ~~allows us to provide our financial institution and merchant clients a wide range of products, platforms and value added services.~~efficient money movement for all participants in the ecosystem.

Financial overview. ~~Our~~A summary of our as-reported U.S. GAAP and non-GAAP ~~net income and diluted earnings per share are~~operating results is as follows:


		Three Months Ended June 30,						Nine Months Ended June 30,							Three Months Ended June 30,						Nine Months Ended June 30,
		2021		2020		% Change(1)		2021		2020		% Change(1)			2022		2021		% Change(1)		2022		2021		% Change(1)
		(in millions, except percentages and per share data)													(in millions, except percentages and per share data)
Net income, as reported		$	2,575	$	2,373	9	%	$	8,727	$	8,729	—	%
Diluted earnings per share, as reported		$	1.18	$	1.07	10	%	$	3.98	$	3.92	2	%
Net revenues														Net revenues	$	7,275	$	6,130	19	%	$	21,523	$	17,546	23	%
Operating expenses														Operating expenses	$	3,127	$	2,066	51	%	$	7,797	$	6,057	29	%
Net income														Net income	$	3,411	$	2,575	32	%	$	11,017	$	8,727	26	%
Diluted earnings per share														Diluted earnings per share	$	1.60	$	1.18	36	%	$	5.14	$	3.98	29	%

Non-GAAP operating expenses(2)														Non-GAAP operating expenses(2)	$	2,353	$	2,048	15	%	$	6,755	$	5,854	15	%
Non-GAAP net income(2)	Non-GAAP net income(2)	$	3,256	$	2,347	39	%	$	9,412	$	8,717	8	%	Non-GAAP net income(2)	$	4,206	$	3,256	29	%	$	11,943	$	9,412	27	%
Non-GAAP diluted earnings per share(2)	Non-GAAP diluted earnings per share(2)	$	1.49	$	1.06	41	%	$	4.29	$	3.91	10	%	Non-GAAP diluted earnings per share(2)	$	1.98	$	1.49	33	%	$	5.57	$	4.29	30	%

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

(2)For a full reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below.

~~Coronavirus.~~ Russia & Ukraine.~~COVID-19 continues~~ During the quarter ended March 31, 2022, economic sanctions were imposed on Russia by the U.S., European Union, United Kingdom and other jurisdictions and authorities, impacting Visa and its clients. We announced in March 2022 that we were suspending our operations in Russia. As a result, we are no longer generating revenue from domestic and cross-border activities related to ~~have an impact globally. While we~~Russia. Since 2015, domestic transactions have been ~~actively monitoring~~processed by Russia’s state-owned payments operator, National Payment Card System. With respect to cross-border activities, all transactions initiated with Visa cards issued by financial institutions outside Russia no longer work within Russia, and all transactions on cards issued in Russia no longer work outside the ~~worldwide spread~~country. Furthermore, during the quarter ended March 31, 2022 we deconsolidated our Russian subsidiary, as required under U.S. GAAP. For the nine months ended June 30, 2022 and full year fiscal 2021, total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, were approximately 3% and 4% of our consolidated net revenues, respectively.

With respect to Russia's invasion of Ukraine, our priority is ensuring the safety and security of our colleagues and their families who are directly impacted. We are in close contact with those in the region and are providing ongoing support to our colleagues.

COVID-19. As the effects of the evolving COVID-19 ~~the extent to which COVID-19 continues to impact~~pandemic continue, our ~~business remains difficult to predict. Our~~ priority remains the safety of our employees, clients and the communities in which we live and operate. We are taking a ~~measured~~phased approach ~~in bringing~~to reopening our ~~employees back in~~offices, with the return to office ~~with most~~ of our U.S. employees ~~currently working remotely. We continue to remain~~ in ~~close and regular contact with our employees, clients, partners and with governments globally to help them navigate these challenging times.~~April 2022 in a new hybrid model of flexible work.

~~During the quarter, the year-over-year growth in payments volume, processed transactions,~~The ongoing effects of Russia’s invasion of Ukraine and ~~cross-border volume all improved at various paces globally. The impact that~~ COVID-19 ~~continues to have on our business remains~~are difficult to predict due to numerous uncertainties including the transmissibility, severity, duration and resurgence of the outbreak, new variants of the virus, the effectiveness of social distancing measures or actions that are voluntarily adopted by the public or required by governments or public health authorities, the availability and rollout of effective treatments or vaccines, the timing of an economic recovery, and the impact to our employees and our operations, the business of our clients, supplier and business partners, and other factors identified in Part I,II, Item 1A “Risk Factors” in our ~~Annual~~Quarterly Report on Form ~~10-K~~10-Q for the ~~year~~quarter ended ~~September 30 2020, filed with the SEC on November 19, 2020.~~March 31, 2022. We will continue to evaluate the nature and extent of the impact to our business.

Highlights for the first nine months of fiscal ~~2021.~~2022. For the three and nine months ended June 30, ~~2021,~~2022, net revenues ~~were $6.1 billion~~increased 19% and ~~$17.5 billion, respectively, and increased 27% and 5%~~23% over the prior-year comparable periods, ~~respectively. The three-month year-over-year changes were~~ primarily due to the growth in nominal ~~payments volume, processed transactions and nominal~~ cross-border volume, as the business laps the initial impacts of COVID-19 starting in March 2020 and various markets relaxed restrictions, partially offset by higher client incentives. The nine-month year-over-year changes were primarily due to the growth in nominal payments volume and processed transactions, partially offset by higher client ~~incentives and lower nominal cross-border volume.~~incentives. During the three and nine months ended June 30, ~~2021,~~2022, exchange rate movements ~~which are partially mitigated by~~and our hedging ~~program, positively impacted our net revenues by approximately one percentage point and one half of a percentage point, respectively.~~

~~For the three months ended June 30, 2021, GAAP operating expenses were $2.1 billion andincreased~~12% over the prior-year comparable period, primarily driven by higher personnel expenses and higher marketing expenses, partially offset by lower general and administrative expenses. For the nine months ended June 30, 2021, GAAP operating expenses were $6.1 billion and increased 4% over the prior-year comparable period, primarily driven by higher personnel expenses, partially offset by lower general and administrative expenses.

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program negatively impacted our net revenues growth by approximately three percentage points and two percentage points, respectively.

For the three months ended June 30, ~~2021, non-GAAP~~2022, GAAP operating expenses ~~were $2.0 billion and~~ increased ~~12%~~51% over the prior-year comparable period primarily due to higher ~~personnel~~ expenses for litigation provision and ~~higher marketing expenses, partially offset by lower general and administrative expenses.~~personnel. For the nine months ended June 30, ~~2021, non-GAAP~~2022, GAAP operating expenses ~~were $5.9 billion and~~ increased 2%29% over the prior-year comparable period primarily ~~driven~~due to higher expenses related to litigation provision and personnel. See Results of Operations—Operating Expenses below for further discussion. During the three and nine months ended June 30, 2022, exchange rate movements positively impacted our operating expense growth by approximately two percentage points.

For the three months ended June 30, 2022, non-GAAP operating expenses increased 15% over the prior-year comparable period primarily due to higher expenses for personnel ~~expenses, partially offset by lower~~and general and ~~administrative expenses.~~administrative. For the nine months ended June 30, 2022, non-GAAP operating expenses increased 15% over the prior year comparable period primarily due to higher expenses related to personnel and marketing.

Senior notes. In June 2022, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.0 billion, with maturities ranging between 4 and 12 years. See Note 7—Debt to our unaudited consolidated financial statements.

Acquisitions. On December 20, 2021, we acquired The Currency Cloud Group Limited (“Currencycloud”), a UK-based global platform that enables banks and fintechs to provide innovative foreign exchange solutions for cross-border payments, for a total purchase consideration of $893 million (which includes the fair value of our previously held equity interest in Currencycloud).

On March 10, 2022, we acquired 100% of the share capital of Tink AB (“Tink”) for $1.9 billion in cash. Tink is a European open banking platform that enables financial institutions, fintechs and merchants to build financial products and services and move money. See Note 2—Acquisitions to our unaudited consolidated financial statements.

Interchange multidistrict litigation. During the nine months ended June 30, 2022, we recorded additional accruals of $861 million to address claims associated with the interchange multidistrict litigation. We also made deposits of $850 million into the U.S. litigation escrow account. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

Common stock repurchases. In December 2021, our board of directors authorized a $12.0 billion share repurchase program. During the nine months ended June 30, 2022, we repurchased 46 million shares of our class A common stock in the open market for $9.5 billion. As of June 30, 2022, our repurchase program had remaining authorized funds of $7.3 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

Non-GAAP financial results. We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance.

•Gains and losses on equity investments. Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment. These long-term investments are strategic in nature and are primarily private company investments. Gains and losses and the related tax impacts associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business.

•Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as developed technology, customer relationships and brands acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount and the related tax impact to facilitate an evaluation of our current operating performance and comparison to our past operating performance.

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•Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. ItThese costs also ~~includes~~include retention equity and deferred equity compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination. We have excluded these amounts and the related tax impacts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.

•Litigation provision. During the three and nine months ended June 30, 2022, we recorded additional accruals to address claims associated with the interchange multidistrict litigation of $716 million and $861 million, respectively, and related tax benefit of $159 million and $191 million, respectively, determined by applying applicable tax rates. Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the conversion rate of our class B common stock to shares of class A common stock. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

•Russia-Ukraine charges. During the nine months ended June 30, 2022, we recorded a loss within general and administrative expense of $35 million from the deconsolidation of our Russian subsidiary. See Note 1—Summary of Significant Accounting Policies to our unaudited consolidated financial statements. We also incurred charges of $25 million in personnel expense as a result of steps taken to support our employees in Russia and Ukraine. We have excluded these amounts and the related tax benefit of $4 million, determined by applying applicable tax rates, as they are one-time charges and do not reflect the underlying performance of our business.

•Remeasurement of deferred tax balances. During the three and nine months ended June 30, 2021, in connection with the UK enacted legislation on June 10, 2021 that will increase the tax rate from 19% to 25%, effective April 1, 2023, we remeasured our net deferred tax liabilities, resulting in the recognition of a non-recurring, non-cash income tax expense of $1.0 billion.

•Indirect ~~taxes.~~ taxes. During the nine months ended June 30, 2021, we recognized a one-time charge within general and administrative expense of $152 million, ~~before tax. Net of the~~and related ~~income~~ tax benefit of $40 million determined by applying applicable tax ~~rates, non-GAAP net income increased by $112 million.~~rates. This charge is to record our estimate of probable additional indirect taxes, related to prior periods, for which we could be liable as a result of certain changes in applicable law. This one-time charge is not representative of our ongoing operations.

Non-GAAP operating ~~expense,~~expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with U.S. GAAP. The following tables reconcile our as-reported financial measures, calculated in accordance with U.S. GAAP, to our respective non-GAAP financial ~~measures for the three and nine months ended June 30, 2021 and 2020.~~measures:


	Three Months Ended June 30, 2022
	Operating Expenses		Non-operating Income (Expense)		Income Tax Provision		Effective Income Tax Rate(1)		Net Income		Diluted Earnings Per Share(1)
	(in millions, except percentages and per share data)
As reported	$	3,127	$	(319)	$	418	10.9	%	$	3,411	$	1.60
(Gains) losses on equity investments, net	—		246		54				192		0.09
Amortization of acquired intangible assets	(44)		—		10				34		0.02
Acquisition-related costs	(14)		—		2				12		0.01

Litigation provision	(716)		—		159				557		0.26

Non-GAAP	$	2,353	$	(73)	$	643	13.3	%	$	4,206	$	1.98

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	Nine Months Ended June 30, 2022
	Operating Expenses		Non-operating Income (Expense)		Income Tax Provision		Effective Income Tax Rate(1)		Net Income		Diluted Earnings Per Share(1)
	(in millions, except percentages and per share data)
As reported	$	7,797	$	(458)	$	2,251	17.0	%	$	11,017	$	5.14
(Gains) losses on equity investments, net	—		142		40				102		0.05
Amortization of acquired intangible assets	(77)		—		17				60		0.03
Acquisition-related costs	(44)		—		6				38		0.02

Litigation provision	(861)		—		191				670		0.31
Russia-Ukraine charges	(60)		—		4				56		0.03
Non-GAAP	$	6,755	$	(316)	$	2,509	17.4	%	$	11,943	$	5.57


	Three Months Ended June 30, 2021
	Operating Expenses		Non-operating Income (Expense)		Income Tax Provision		Effective Income Tax Rate(1)		Net Income		Diluted Earnings Per Share(1)
	(in millions, except percentages and per share data)
As reported	$	2,066	$	325	$	1,814	41.3	%	$	2,575	$	1.18
(Gains) losses on equity investments, net	—		(439)		(99)				(340)		(0.16)
Amortization of acquired intangible assets	(13)		—		3				10		—
Acquisition-related costs	(5)		—		1				4		—

Remeasurement of deferred tax balances	—		—		(1,007)				1,007		0.46
Non-GAAP	$	2,048	$	(114)	$	712	17.9	%	$	3,256	$	1.49


	Nine Months Ended June 30, 2021
	Operating Expenses		Non-operating Income (Expense)		Income Tax Provision		Effective Income Tax Rate(1)		Net Income		Diluted Earnings Per Share(1)
	(in millions, except percentages and per share data)
As reported	$	6,057	$	276	$	3,038	25.8	%	$	8,727	$	3.98
(Gains) losses on equity investments, net	—		(611)		(138)				(473)		(0.22)
Amortization of acquired intangible assets	(38)		—		9				29		0.01
Acquisition-related costs	(13)		—		3				10		—
Remeasurement of deferred tax balances	—		—		(1,007)				1,007		0.46
Indirect taxes	(152)		—		40				112		0.05
Non-GAAP	$	5,854	$	(335)	$	1,945	17.1	%	$	9,412	$	4.29

Three Months Ended June 30, 2020
Operating Expenses Non-operating Income (Expense) Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
(in millions, except percentages and per share data)
As reported $ 1,838 $ (67) $ 559 19.1 % $ 2,373 $ 1.07
(Gains) losses on equity investments, net — (51) (11) (40) (0.02)
Amortization of acquired intangible assets (13) — 3 10 —
Acquisition-related costs (4) — — 4 —
Non-GAAP $ 1,821 $ (118) $ 551 19.0 % $ 2,347 $ 1.06

~~Table of Contents~~

Nine Months Ended June 30, 2020
Operating Expenses Non-operating Income (Expense) Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
(in millions, except percentages and per share data)
As reported $ 5,806 $ (204) $ 2,006 18.7 % $ 8,729 $ 3.92
(Gains) losses on equity investments, net — (62) (14) (48) (0.02)
Amortization of acquired intangible assets (35) — 8 27 0.01
Acquisition-related costs (11) — 2 9 —
Non-GAAP $ 5,760 $ (266) $ 2,002 18.7 % $ 8,717 $ 3.91

(1)Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.

~~Pending acquisitions.~~ On June 24, 2021, we entered into a definitive agreement to acquire Tink AB (“Tink”) for €1.8 billion, inclusive of cash and retention incentives. Tink is a European open banking platform that enables financial institutions, fintechs and merchants to build tailored financial management tools, products and services for European consumers and businesses based on their financial data. This acquisition is subject to customary closing conditions, including regulatory reviews and approvals.

On July 22, 2021, we entered into a definitive agreement to acquire The Currency Cloud Group Limited (“Currencycloud”), a UK-based global platform that enables banks and fintechs to provide innovative foreign exchange solutions for cross-border payments. The acquisition values Currencycloud at £700 million, inclusive of cash and retention incentives. The financial consideration will be reduced by the outstanding equity of Currencycloud that we already own. This acquisition is subject to customary closing conditions, including regulatory reviews and approvals.

~~Common stock repurchases.~~ During the three months ended June 30, 2021, we repurchased 10 million shares of our class A common stock in the open market for $2.2 billion. As of June 30, 2021, our repurchase program had remaining authorized funds of $7.8 billion. See ~~Note 9—Stockholders’ Equity~~ ~~to our unaudited consolidated financial statements.~~

Payments volume and processed transactions. Payments volume is the primary driver for our service revenues, and the number of processed transactions is the primary driver for our data processing revenues.

~~For the three and nine months ended March 31, 2021~~Table of Contents

~~(1)~~,Payments volume represents the aggregate dollar amount of purchases made with cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume. Nominal payments volume is denominated in U.S. dollars and is calculated each quarter by applying an established U.S. dollar/foreign currency exchange rate for each local currency in which our volumes are reported.Processed transactions represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks.

The following table presents nominal payments ~~volume growth in the U.S. was 18%~~ and 11%, respectively, driven mainly by consumer debit. For the three and nine months ended March 31, 2021, nominal international payments volume growth was 10% and 4%, respectively, positively impacted by movements in U.S. dollar exchange rates. For the same comparable periods, international payments volume growth on a constant-dollar basis, which excludes the impact of exchange rate movements, was 6% and 3%, respectively. Processed transactions increased as the business laps the initial impacts of COVID-19 starting in March 2020 and the increase also reflects the ongoing worldwide shift to electronic payments.cash volume:


	U.S.						International						Visa Inc.
	Three Months Ended March 31,(1)						Three Months Ended March 31,(1)						Three Months Ended March 31,(1)
	2022		2021		% Change(2)		2022		2021		% Change(2)		2022		2021		% Change(2)
	(in billions, except percentages)
Nominal payments volume
Consumer credit	$	487	$	384	27	%	$	659	$	584	13	%	$	1,146	$	968	18	%
Consumer debit(3)	637		607		5	%	659		584		13	%	1,295		1,191		9	%
Commercial(4)	214		166		28	%	120		99		22	%	334		265		26	%
Total nominal payments volume(2)	$	1,337	$	1,157	16	%	$	1,438	$	1,267	13	%	$	2,775	$	2,424	14	%
Cash volume(5)	144		158		(9	%)	464		463		—	%	608		621		(2	%)
Total nominal volume(2),(6)	$	1,482	$	1,316	13	%	$	1,902	$	1,730	10	%	$	3,383	$	3,045	11	%

	U.S.						International						Visa Inc.
	Nine Months Ended March 31,(1)						Nine Months Ended March 31,(1)						Nine Months Ended March 31,(1)
	2022		2021		% Change(2)		2022		2021		% Change(2)		2022		2021		% Change(2)
	(in billions, except percentages)
Nominal payments volume
Consumer credit	$	1,492	$	1,175	27	%	$	2,018	$	1,778	14	%	$	3,510	$	2,953	19	%
Consumer debit(3)	1,927		1,718		12	%	2,081		1,782		17	%	4,008		3,500		15	%
Commercial(4)	637		501		27	%	366		296		24	%	1,003		797		26	%
Total nominal payments volume(2)	$	4,057	$	3,394	20	%	$	4,465	$	3,855	16	%	$	8,522	$	7,249	18	%
Cash volume(5)	477		466		2	%	1,475		1,442		2	%	1,952		1,908		2	%
Total nominal volume(2),(6)	$	4,533	$	3,860	17	%	$	5,940	$	5,297	12	%	$	10,473	$	9,157	14	%

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The following table presents ~~nominal payments and cash volume:~~

U.S. International Visa Inc.
Three Months Ended March 31,(1)
Three Months Ended March 31,(1)
Three Months Ended March 31,(1)
2021 2020
% Change(2)
2021 2020
% Change(2)
2021 2020
% Change(2)
(in billions, except percentages)
Nominal payments volume
Consumer credit $ 384 $ 371 3 % $ 583 $ 567 3 % $ 967 $ 938 3 %
Consumer debit(3)
607 451 34 % 584 490 19 % 1,191 942 26 %
Commercial(4)
167 160 4 % 99 91 9 % 265 251 6 %
Total nominal payments volume(2)
1,157 983 18 % 1,266 1,148 10 % 2,423 2,131 14 %
Cash volume 158 139 14 % 463 508 (9) % 621 647 (4) %
Total nominal volume(2),(5)
$ 1,315 $ 1,122 17 % $ 1,729 $ 1,656 4 % $ 3,044 $ 2,778 10 %
U.S. International Visa Inc.
Nine Months Ended March 31,(1)
Nine Months Ended March 31,(1)
Nine Months Ended March 31,(1)
2021 2020
% Change(2)
2021 2020
% Change(2)
2021 2020
% Change(2)
(in billions, except percentages)
Nominal payments volume
Consumer credit $ 1,175 $ 1,200 (2) % $ 1,777 $ 1,874 (5) % $ 2,952 $ 3,074 (4) %
Consumer debit(3)
1,717 1,356 27 % 1,782 1,528 17 % 3,500 2,884 21 %
Commercial(4)
501 502 — % 296 299 (1) % 797 801 — %
Total nominal payments volume(2)
3,393 3,057 11 % 3,855 3,702 4 % 7,248 6,759 7 %
Cash volume 466 431 8 % 1,443 1,649 (12) % 1,909 2,081 (8) %
Total nominal volume(2),(5)
$ 3,859 $ 3,489 11 % $ 5,298 $ 5,351 (1) % $ 9,158 $ 8,840 4 %

~~The following table presents~~the change in nominal and constant payments and cash ~~volume growth:~~volume:


		International				Visa Inc.				International				Visa Inc.					International				Visa Inc.				International				Visa Inc.
		Three Months Ended March 31, 2021 vs. 2020(1),(2)				Three Months Ended March 31, 2021 vs. 2020(1),(2)				Nine Months Ended March 31, 2021 vs. 2020(1),(2)				Nine Months Ended March 31, 2021 vs. 2020(1),(2)					Three Months Ended March 31, 2022 vs. 2021(1),(2)				Three Months Ended March 31, 2022 vs. 2021(1),(2)				Nine Months Ended March 31, 2022 vs. 2021(1),(2)				Nine Months Ended March 31, 2022 vs. 2021(1),(2)
		Nominal		Constant(6)		Nominal		Constant(6)		Nominal		Constant(6)		Nominal		Constant(6)			Nominal		Constant(7)		Nominal		Constant(7)		Nominal		Constant(7)		Nominal		Constant(7)
Payments volume growth	Payments volume growth																	Payments volume growth
Consumer credit growth	Consumer credit growth	3	%	(1)	%	3	%	1	%	(5)	%	(6)	%	(4)	%	(5)	%	Consumer credit growth	13	%	17	%	18	%	21	%	14	%	15	%	19	%	20	%
Consumer debit growth(3)	Consumer debit growth(3)	19	%	15	%	26	%	24	%	17	%	16	%	21	%	21	%	Consumer debit growth(3)	13	%	18	%	9	%	11	%	17	%	17	%	15	%	15	%
Commercial growth(4)	Commercial growth(4)	9	%	4	%	6	%	4	%	(1)	%	(2)	%	—	%	(1)	%	Commercial growth(4)	22	%	29	%	26	%	29	%	24	%	26	%	26	%	27	%
Total payments volume growth	Total payments volume growth	10	%	6	%	14	%	11	%	4	%	3	%	7	%	7	%	Total payments volume growth	13	%	18	%	14	%	17	%	16	%	17	%	18	%	18	%
Cash volume growth(5)	Cash volume growth(5)	(9)	%	(7)	%	(4)	%	(3)	%	(12)	%	(9)	%	(8)	%	(5)	%	Cash volume growth(5)	—	%	7	%	(2	%)	2	%	2	%	6	%	2	%	5	%
Total volume growth	Total volume growth	4	%	2	%	10	%	8	%	(1)	%	—	%	4	%	4	%	Total volume growth	10	%	15	%	11	%	14	%	12	%	14	%	14	%	15	%

(1)Service revenues in a given quarter are assessed based on nominal payments volume in the prior quarter. Therefore, service revenues reported for the three and nine months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, were based on nominal payments volume reported by our financial institution clients for the three and nine months ended March 31, 2022 and 2021, ~~and 2020,~~ respectively. On occasion, previously presented volume information may be updated. Prior-period updates are not material.

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

(3)Includes consumer prepaid volume and Interlink volume.

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

(5)Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks.

(6)Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal payments volume is the total monetary value of transactions for goods and services that are purchased on cards and other form factors carrying the Visa, Visa Electron, Interlink and V PAY brands. Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks. Total nominal volume is provided by our financial institution clients, subject to review by Visa. ~~On occasion, previously presented volume information may be updated. Prior-period updates are not material.~~

~~(6)~~(7)Growth on a constant-dollar basis excludes the impact of foreign currency fluctuations against the U.S. dollar.

~~Table of Contents~~

The following table ~~provides~~presents the number of ~~transactions involving cards and other form factors carrying the Visa, Visa Electron, Interlink, V PAY and PLUS cards~~ processed ~~on Visa’s networks during the periods presented:~~transactions:


		Three Months Ended June 30,				Nine Months Ended June 30,					Three Months Ended June 30,				Nine Months Ended June 30,
		2021	2020	% Change(1)		2021	2020	% Change(1)			2022	2021	% Change(1)		2022	2021	% Change(1)
		(in millions, except percentages)									(in millions, except percentages)
Visa processed transactions	Visa processed transactions	42,561	30,676	39	%	119,418	103,391	16	%	Visa processed transactions	49,279	42,561	16	%	141,645	119,418	19	%

(1)Figures in the table may not recalculate exactly due to rounding. Percentage change is calculated based on unrounded numbers. On occasion, previously presented information may be updated. Prior period updates are not material.

Results of Operations

Net Revenues

The following table ~~sets forth~~presents our net revenues earned in the U.S. and internationally:


		Three Months Ended June 30,								Nine Months Ended June 30,									Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		$ Change		% Change(1)		2021		2020		$ Change		% Change(1)			2022		2021		% Change(1)		2022		2021		% Change(1)
		(in millions, except percentages)																	(in millions, except percentages)
U.S.	U.S.	$	2,806	$	2,380	$	426	18	%	$	8,156	$	7,747	$	409	5	%	U.S.	$	3,170	$	2,806	13	%	$	9,427	$	8,156	16	%
International	International	3,324		2,457		867		35	%	9,390		8,998		392		4	%	International	4,105		3,324		23	%	12,096		9,390		29	%
Net revenues	Net revenues	$	6,130	$	4,837	$	1,293	27	%	$	17,546	$	16,745	$	801	5	%	Net revenues	$	7,275	$	6,130	19	%	$	21,523	$	17,546	23	%

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

~~During~~Net revenues increased during the ~~three-month~~three and nine-month comparable periods ~~net revenues increased~~ primarily due to the growth in nominal ~~payments volume, processed transactions and nominal~~ cross-border volume, ~~driven by fewer COVID-19 restrictions, partially offset by higher client incentives. During the nine-month comparable periods, net revenues increased primarily due to the growth in~~ nominal payments volume and processed transactions, partially offset by higher client ~~incentives and lower nominal cross-border volume.~~incentives.

Table of Contents

Our net revenues are impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenues denominated in local currencies are converted to U.S. dollars. During the three and nine months ended June 30, ~~2021,~~2022, exchange rate movements ~~which are partially mitigated by~~and our hedging program ~~positively~~negatively impacted our net revenues growth by approximately ~~one~~three percentage ~~point~~points and ~~one half of a~~two percentage ~~point,~~points, respectively.

The following table ~~sets forth~~presents the components of our net revenues:


		Three Months Ended June 30,								Nine Months Ended June 30,									Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		$ Change		% Change(1)		2021		2020		$ Change		% Change(1)			2022		2021		% Change(1)		2022		2021		% Change(1)
		(in millions, except percentages)																	(in millions, except percentages)
Service revenues	Service revenues	$	2,828	$	2,409	$	419	17	%	$	8,350	$	7,587	$	763	10	%	Service revenues	$	3,189	$	2,828	13	%	$	9,903	$	8,350	19	%
Data processing revenues	Data processing revenues	3,327		2,525		802		32	%	9,356		8,100		1,256		15	%	Data processing revenues	3,579		3,327		8	%	10,673		9,356		14	%
International transaction revenues	International transaction revenues	1,696		1,102		594		54	%	4,635		4,953		(318)		(6)	%	International transaction revenues	2,560		1,696		51	%	6,942		4,635		50	%
Other revenues	Other revenues	409		314		95		31	%	1,185		1,071		114		11	%	Other revenues	517		409		26	%	1,440		1,185		21	%
Client incentives	Client incentives	(2,130)		(1,513)		(617)		41	%	(5,980)		(4,966)		(1,014)		20	%	Client incentives	(2,570)		(2,130)		21	%	(7,435)		(5,980)		24	%
Net revenues	Net revenues	$	6,130	$	4,837	$	1,293	27	%	$	17,546	$	16,745	$	801	5	%	Net revenues	$	7,275	$	6,130	19	%	$	21,523	$	17,546	23	%

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

•Service revenues increased primarily due to 14% and 7%18% growth in nominal payments volume during the three and nine-month comparable periods, respectively. ~~Service~~For the three-month comparable period, service revenues were ~~also impacted~~partially offset by ~~select pricing modifications and business mix.~~

~~Table~~our suspension of ~~Contents~~operations in Russia as we recognized revenues from fiscal third quarter, based on fiscal second quarter payments volume, in fiscal second quarter.

•Data processing revenues increased ~~mainly~~primarily due to overall growth in processed transactions of ~~39%~~16% and ~~16%~~19% during the three and nine-month comparable periods, respectively, ~~as the business laps the initial impacts~~partially offset by our suspension of ~~COVID-19 starting~~operations in ~~March 2020~~Russia and ~~various markets relaxed restrictions. For the three-month comparable period, the growth of data processing revenues was negatively impacted by an~~ unfavorable ~~business mix.~~currency fluctuations.

•International transaction revenues increased primarily due to growth in nominal cross-border volumes, excluding transactions within Europe, of ~~62%~~38% and 42% during the ~~three-month comparable period, as the business laps the initial impacts of COVID-19 starting in March 2020~~three and ~~border restrictions were relaxed in various markets. The decrease for the~~ nine-month comparable ~~period is mainly due to a decline in nominal cross-border volumes, excluding transactions within Europe, of 7%.~~periods, respectively. International transaction revenues ~~were~~ also ~~impacted by fluctuations in the~~increased due to volatility of a broad range of currencies and ~~business mix~~.select pricing modifications.

•Other revenues increased ~~as the business laps the initial impacts of COVID-19 starting in March 2020, driven by higher~~primarily due tovalue added services revenues tied to marketing services, travel related card benefits, consulting revenues, other value added services and ~~data services revenues.~~select pricing modifications.

•Client incentives increased ~~in correlation with the increase~~primarily due to growth in payments ~~volumes~~volume during the three and nine-month comparable periods. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or execution of new contracts.

Table of Contents

Operating Expenses

The following table ~~sets forth~~presents the components of our total operating expenses:


		Three Months Ended June 30,								Nine Months Ended June 30,									Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		$ Change		% Change(1)		2021		2020		$ Change		% Change(1)			2022		2021		% Change(1)		2022		2021		% Change(1)
		(in millions, except percentages)																	(in millions, except percentages)
Personnel	Personnel	$	1,098	$	941	$	157	17	%	$	3,193	$	2,863	$	330	12	%	Personnel	$	1,283	$	1,098	17	%	$	3,634	$	3,193	14	%
Marketing	Marketing	268		174		94		54	%	679		683		(4)		(1)	%	Marketing	313		268		17	%	907		679		34	%
Network and processing	Network and processing	186		172		14		8	%	538		536		2		—	%	Network and processing	178		186		(4	%)	558		538		4	%
Professional fees	Professional fees	108		95		13		13	%	273		304		(31)		(10)	%	Professional fees	117		108		9	%	342		273		25	%
Depreciation and amortization	Depreciation and amortization	204		197		7		3	%	602		571		31		5	%	Depreciation and amortization	230		204		13	%	635		602		6	%
General and administrative	General and administrative	204		258		(54)		(21)	%	770		840		(70)		(8)	%	General and administrative	289		204		41	%	856		770		11	%
Litigation provision	Litigation provision	(2)		1		(3)		(309)	%	2		9		(7)		(73)	%	Litigation provision	717		(2)		NM		865		2		NM
Total operating expenses	Total operating expenses	$	2,066	$	1,838	$	228	12	%	$	6,057	$	5,806	$	251	4	%	Total operating expenses	$	3,127	$	2,066	51	%	$	7,797	$	6,057	29	%

NM - Not meaningful

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

Total operating expenses increased during the three months ended June 30, 2022 primarily due to a provision for U.S. covered litigation, partially offset by a decrease in expenses due to the suspension of our operations in Russia. In the nine months ended June 30, 2022, expenses increased as we lapped planned delays in spending in the first half of fiscal 2021 and invested in future growth and due to the provision for U.S. covered litigation.

•Personnel expenses increased during the three and nine months ended June 30, 2022 primarily due to ~~increases in~~higher headcount and ~~higher incentive~~ compensation, reflecting our strategy to invest in future ~~growth.~~growth, including acquisitions. The increase during the nine months ended June 30, 2022 also included expenses incurred as a result of steps taken to support our employees in Russia and Ukraine.

•Marketing expenses increased during the three months ended June 30, ~~2021 as we lapped reductions~~2022 primarily in ~~spending in the prior year at the outset~~support of ~~COVID-19 as well as higher spending in~~a number of campaigns and client ~~marketing and various campaigns, including the Olympic Games Tokyo 2020, which were postponed until summer 2021. During~~marketing. In the nine months ended June 30, ~~2021, marketing~~2022, expenses ~~decreased primarily due to the~~increased as we lapped planned ~~delay~~delays in spending toin the ~~second~~first half of fiscal 2021.

•~~Network~~ and ~~processing expenses~~ increased~~mainly due to continued technology~~ spending in various campaigns, including the Beijing 2022 Olympics Winter Games, and ~~processing network investments to support growth.~~client marketing.

•Professional fees~~which wereprimarily third party fees related to various corporate projects,~~ increased during the three months ended June 30, ~~2021 mainly due to the planned delay of our spending to the second half of fiscal 2021. During~~2022, reflecting higher investment in various corporate projects. In the nine months ended June 30, ~~2021, professional fees decreased reflecting non-recurring~~2022, expenses increased as we lapped planned delays in spending in the ~~prior year, partially offset by planned delay of our spending to the second~~first half of fiscal 2021.

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•Depreciation and amortization expensesincreased during the three and nine months ended June 30, 2022 primarily due to additional depreciation and amortization from our acquisitions and on-going ~~investments, including acquisitions.~~investments.

•General and administrative expenses ~~decreased in~~increased during the three months ended June 30, ~~2021,~~2022 primarily ~~as a result of favorable foreign currency fluctuations and lower indirect taxes, partially offset by increased~~due to higher travel expenses, higher usage of travel related ~~product benefits.~~card benefits and the inclusion of expenses from our acquisitions. In the nine months ended June 30, ~~2021,~~2022, expenses ~~decreased~~increased primarily due to ~~lower travel expenses, lower~~the suspension of our operations in Russia and deconsolidation of our Russian subsidiary, higher usage of travel related ~~product~~card benefits, higher travel expenses and ~~favorable foreign currency fluctuations,~~the inclusion of expenses from our acquisitions, partially offset by a one-time charge ~~to record our estimate~~ of ~~probable additional~~ indirect taxes in the prior year.

•Litigation provision increased during the three and nine months ended June 30, 2022 primarily due to additional accruals of $716 million and $861 million, respectively, related to ~~prior periods, for which we could be liable as a result~~the U.S. covered litigation. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

Table of ~~certain changes in applicable laws.~~Contents

Non-operating Income (Expense)

The following table ~~sets forth~~presents the components of our non-operating income (expense):


		Three Months Ended June 30,								Nine Months Ended June 30,									Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		$ Change		% Change(1)		2021		2020		$ Change		% Change(1)			2022		2021		% Change(1)		2022		2021		% Change(1)
		(in millions, except percentages)																	(in millions, except percentages)
Interest expense, net	Interest expense, net	$	(131)	$	(142)	$	11	(8)	%	$	(388)	$	(371)	$	(17)	4	%	Interest expense, net	$	(111)	$	(131)	(15	%)	$	(379)	$	(388)	(2	%)
Investment income and other	Investment income and other	456		75		381		499	%	664		167		497		296	%	Investment income and other	(208)		456		(146	%)	(79)		664		(112	%)
Total non-operating income (expense)	Total non-operating income (expense)	$	325	$	(67)	$	392	(591)	%	$	276	$	(204)	$	480	(235)	%	Total non-operating income (expense)	$	(319)	$	325	(198	%)	$	(458)	$	276	(266	%)

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

•Interest expense, net decreased ~~during~~in the three months ended June 30, ~~2021~~2022 primarily due to lower interest expense related to income taxes, partially offset by higher interest expense as a result of ~~lower interest related to income tax liabilities. Interest expense, net increased during the nine-month comparable period primarily due to~~ the issuance of debt in ~~fiscal 2020, partially offset~~the three months ended June 30, 2022. The decrease in the nine months ended June 30, 2022 was primarily driven by lower interest expense due to ~~discrete tax benefits.~~the timing of debt issuance.

•Investment income and other ~~increased~~decreased in the three and nine months ended June 30, ~~2021~~2022 primarily due to ~~higher gains~~losses on our equity ~~investments, partially offset by lower interest income on our cash and~~ investments.

Effective Income Tax Rate

The following table ~~sets forth~~presents our effective income tax rates:

Three Months Ended
June 30, Nine Months Ended
June 30,
2021 2020 2021 2020
Effective income tax rate 41 % 19 % 26 % 19 %


	Three Months Ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Effective income tax rate	11	%	41	%	17	%	26	%

The effective ~~income~~ tax rates for the three and nine months ended June 30, ~~2021~~2022 differ from the effective tax rates for the same periods in the prior year primarily due to the following:

•during the three months ended June 30, 2021, a $1.0 billion non-recurring, non-cash tax expense related to the remeasurement of UK deferred tax ~~liabilities, as discussed below;~~liabilities;

•during the three months ended June 30, 2021, a $51 million tax benefit as a result of a tax position taken on certain expenses; and

•during the nine months ended June 30, 2021, $147 million of tax benefits as a result of the conclusion of audits by taxing authorities.

On June 10, 2021, the UK enacted legislation that will increase the tax rate from 19% to 25%, effective April 1, 2023. As a result, we recorded a non-recurring, non-cash tax expense related to the remeasurement of our net UK deferred tax liabilities, primarily related to intangibles recorded upon the acquisition of Visa Europe in fiscal 2016.

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Liquidity and Capital Resources

Cash Flow Data

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


		Nine Months Ended June 30,					Nine Months Ended June 30,
		2021		2020			2022		2021
		(in millions)					(in millions)
Total cash provided by (used in):	Total cash provided by (used in):					Total cash provided by (used in):
Operating activities	Operating activities	$	11,256	$	8,344	Operating activities	$	12,973	$	11,256
Investing activities	Investing activities	1,546		2,308		Investing activities	(4,395)		1,546
Financing activities	Financing activities	(10,791)		(4,723)		Financing activities	(8,656)		(10,791)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	92		173		Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(725)		92
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	$	2,103	$	6,102	Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	$	(803)	$	2,103

Operating activities. Cash provided by operating activities for the nine months ended June 30, ~~2021~~2022 was higher than the prior-year comparable period primarily due to growth in our underlying business, ~~lower~~partially offset by higher client incentive ~~payments and the timing and impact of COVID-19 on settlement in the prior-year period.~~payments.

Investing activities. Cash ~~provided by~~was used in investing activities for the nine months ended June 30, ~~2021 decreased~~2022 as compared to cash provided by investing activities during the prior-year comparable period primarily due to ~~higher purchases of investment securities, partially offset by higher~~lower proceeds from sales and maturities of investment securities, ~~as compared~~combined with higher purchases of investment securities, and higher cash paid for acquisitions, net of cash and restricted cash acquired. See Note 2—Acquisitions and Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents to ~~the prior-year period.~~our unaudited consolidated financial statements.

Financing activities. Cash used in financing activities for the nine months ended June 30, ~~2021~~2022 was ~~higher~~lower than the prior-year comparable period primarily due to ~~the $3.0 billion principal debt payment upon maturity of our senior notes in December 2020 and the absence of~~ proceeds received from the issuance of senior notes in the current year and the absence of the principal debt payment made in the prior year, partially offset by ~~lower~~higher share ~~repurchases.~~repurchases and higher dividends paid. See Note 7—Debt and Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

Sources of Liquidity

Our primary sources of liquidity are cash on hand, cash flow from our operations, our investment portfolio and access to various equity and borrowing arrangements. Funds from operations are maintained in cash and cash equivalents and short-term or long-term investment securities based upon our funding requirements, access to liquidity from these holdings and the returns that these holdings provide. Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.

Commercial paper program. We maintain a commercial paper program to support our working capital requirements and for other general corporate purposes. During the three months ended June 30, 2022, we repaid $300 million and $650 million of commercial paper that was issued in March 2022 and April 2022, respectively. We had no outstanding obligations under the program as of June 30, 2022.

Senior notes. In June 2022, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.0 billion ($3.2 billion), with maturities ranging between 4 and 12 years. See Note 7—Debt to our unaudited consolidated financial statements.

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Uses of Liquidity

There has been no significant change to our primary uses of liquidity since September 30, ~~2020,~~2021, except as discussed below.

Common stock repurchases. During the nine months ended June 30, ~~2021,~~2022, we repurchased ~~27 million~~ sharesof our class A common stock in the open market for ~~$5.7~~$9.5 billion. As of June 30, ~~2021,~~2022, our repurchase program had remaining authorized funds of ~~$7.8~~$7.3 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

~~Table of Contents~~

Dividends. During the nine months ended June 30, ~~2021,~~2022, we declared and paid ~~$2.1~~$2.4 billion in dividends to holders of our common and preferred stock. On July ~~23, 2021,~~22, 2022, our board of directors declared a cash dividend in the amount of ~~$0.32~~$0.375 per share of class A common stock (determined in the case of class B and C common stock and series A, ~~UK&I~~B and ~~Europe~~C convertible participating preferred stock on an as-converted basis)~~, which will be paid on September 1, 2021, to all holders of record as of August 13, 2021.~~. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements. We expect to continue paying quarterly dividends in cash, subject to approval by the board of directors. All preferred and class B and C common stock will share ratably on an as-converted basis in such future dividends.

Senior notes.~~��During the nine months ended June 30, 2021, we repaid $3.0 billion of principal upon maturity of~~ Principal payments on our fixed-rate senior notes of $1.0 billion and $2.3 billion are due in September 2022 and December ~~14, 2020.~~2022, respectively, for which we have sufficient liquidity. See Note 7—Debt to our unaudited consolidated financial statements.

~~Pending~~ Litigation. During the nine months ended June 30, 2022, we deposited $850 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of June 30, 2022 was $1.5 billion and is reflected as restricted cash in our consolidated balance sheets. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

Acquisitions. On ~~June 24,~~December 20, 2021, we entered into a definitive agreement to acquire Tink for €1.8 billion, inclusive of cash and retention incentives. This acquisition is subject to customary closing conditions, including regulatory reviews and approvals.

~~On July 22, 2021, we entered into a definitive agreement to acquire~~acquired Currencycloud for a total purchase consideration of $893 million (which includes the fair value of ~~£700 million, inclusive~~our previously held equity interest in Currencycloud), and on March 10, 2022, we acquired 100% of ~~cash and retention incentives. The~~the share capital of Tink for $1.9 billion in cash. See Note 2—Acquisitions to our unaudited consolidated financial ~~consideration will be reduced by the outstanding equity of Currencycloud that we already own. This acquisition is subject to customary closing conditions, including regulatory reviews and approvals.~~statements.

Accounting Pronouncements Not Yet Adopted

In ~~December 2019,~~March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards ~~Board~~ Update (“ASU”) 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements. The amendments in the ASU are effective on October 1, 2021. The adoption is not expected to have a material impact on our consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, which clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative. The amendments in the ASU are effective on October 1, 2021. The adoption is not expected to have a material impact on our consolidated financial statements.

~~In March 2020, the FASB issued ASU~~ 2020-04, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform. Subsequently, the FASB also issued an amendment to this standard. The amendments in the ASU are effective upon issuance through December 31, 2022. We are evaluating the effect ASU 2020-04 and its subsequent amendment will have on our consolidated financial statements. The adoption is not expected to have a material impact on our consolidated financial statements.


ITEM 3.			Quantitative and Qualitative Disclosures about Market Risk

There have been no significant changes to our market risks since September 30, ~~2020.~~2021.


ITEM 4.			Controls and Procedures

~~Disclosure~~Evaluation of disclosure controls and procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) of Visa Inc. at the end of the period covered by this report and, based on such evaluation, have concluded that the disclosure controls and procedures of Visa Inc. were effective at the reasonable assurance level as of such date.

Changes in internal control over financial reporting. There have been no changes in ~~the~~our internal control over financial reporting ~~of Visa Inc.~~ that occurred during ~~the~~our third quarter of fiscal ~~period covered by this report~~2022 that ~~has~~have materially affected, or is reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION


ITEM 1.			Legal Proceedings.

Refer to Note 13—Legal Matters to the unaudited consolidated financial statements included in this Form 10-Q for a description of the Company’s current material legal proceedings.


ITEM 1A.			Risk Factors.

For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2020, filed with the SEC~~2021 and our other Reports on ~~November 19, 2020~~Forms 10-Q and 8-K.

Table of Contents


ITEM 2.			Unregistered Sales of Equity Securities and Use of Proceeds.

~~ISSUER PURCHASES OF EQUITY SECURITIES~~Issuer Purchases of Equity Securities

The table below ~~sets forth~~presents our purchases of common stock during the quarter ended June 30, ~~2021:~~2022:

Period Total Number
of Shares
Purchased Average Purchase Price
per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(1),(2)
Approximate Dollar Value
of Shares that May Yet Be Purchased
Under the Plans or Programs(1),(2)
(in millions, except per share data)
April 1 - 30, 2021 3 $ 224.40 3 $ 9,314
May 1 - 31, 2021 4 $ 227.12 4 $ 8,380
June 1 - 30, 2021 3 $ 232.03 3 $ 7,732
Total 10 $ 227.83 10


Period	Total Number of Shares Purchased	Average Purchase Price per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)
	(in millions, except per share data)
April 1 - 30, 2022	3	$	213.62	3	$	9,011
May 1 - 31, 2022	5	$	199.95	5	$	7,999
June 1 - 30, 2022	4	$	195.75	4	$	7,228
Total	12	$	202.16	12

(1)The figures in the table reflect transactions according to the trade dates. For purposes of our unaudited consolidated financial statements included in this Form 10-Q, the impact of these repurchases is recorded according to the settlement dates.

~~(2)~~See ~~Our board of directors from time~~Note 9—Stockholders’ Equity to ~~time authorizes the repurchase of shares of~~ our ~~common stock up to a certain monetary limit. In January 2020 and 2021,~~unaudited consolidated financial statements for further discussion on our ~~board of directors authorized a~~ share repurchase ~~program for $9.5 billion and $8.0 billion, respectively. These authorizations have no expiration date. All share repurchase programs authorized prior to January 2021 have been completed.~~programs.

~~Table of Contents~~


ITEM 3.			Defaults Upon Senior Securities.

None.


ITEM 4.			Mine Safety Disclosures.

Not applicable.


ITEM 5.			Other Information.

None.

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ITEM 6.			Exhibits.

EXHIBIT INDEX

Incorporated by Reference

Exhibit
Number

Description of Documents

Schedule/ Form

File Number

Exhibit

Filing Date

4.1

Form of 1.500% Senior Notes due 2026

8-K

001-33977

4.1

6/1/2022

4.2

Form of 2.000% Senior Notes due 2029

8-K

001-33977

4.2

6/1/2022

4.3

Form of 2.375% Senior Notes due 2034

8-K

001-33977

4.3

6/1/2022

10.1*+

Form of Visa Inc. Incentive Plan, as amended and restated as of July 18, 2022

31.1+

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.2+

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

32.1+

Section 1350 Certification of Principal Executive and Financial Officer

101.INS+

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH+

Inline XBRL Taxonomy Extension Schema Document

101.CAL+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF+

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB+

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE+

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Incorporated by Reference~~

Exhibit
Number

~~Description of Documents~~

~~Schedule/ Form~~

~~File Number~~

~~Exhibit~~

~~Filing Date~~

~~31.1+~~

~~Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer~~

~~31.2+~~

~~Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer~~

~~32.1+~~

~~Section 1350 Certification of Principal Executive and Financial Officer~~

~~101.INS+~~

~~Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.~~

~~101.SCH+~~

~~Inline XBRL Taxonomy Extension Schema Document~~

~~101.CAL+~~

~~Inline XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF+~~

~~Inline XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB+~~

~~Inline XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE+~~

~~Inline XBRL Taxonomy Extension Presentation Linkbase Document~~

~~104~~*

~~Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)~~Management contract, compensatory plan or arrangement.


+			Filed or furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VISA INC.

Date:

July ~~29, 2021~~28, 2022

By:

/s/ Alfred F. Kelly, Jr.

Name:

Alfred F. Kelly, Jr.

Title:

Chairman and Chief Executive Officer
(Principal Executive Officer)

Date:

July ~~29, 2021~~28, 2022

By:

/s/ Vasant M. Prabhu

Name:

Vasant M. Prabhu

Title:

Vice ~~Chairman and~~Chair, Chief Financial Officer
(Principal Financial Officer)

Date:

July ~~29, 2021~~28, 2022

By:

/s/ ~~James H. Hoffmeister~~Peter M. Andreski

Name:

~~James H. Hoffmeister~~Peter M. Andreski

Title:

Global Corporate Controller, ~~and~~
Chief Accounting Officer
(Principal Accounting Officer)

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