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 March 31,June 30, 2022

OR

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
v-20220630_g1.gif
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 classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareVNew York Stock Exchange
1.500% Senior Notes due 2026V26New York Stock Exchange
2.000% Senior Notes due 2029V29New York Stock Exchange
2.375% Senior Notes due 2034V34New 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 filerAccelerated filer
Non-accelerated filerSmaller 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 AprilJuly 20, 2022, there were 1,645,719,3501,635,014,650 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 10,045,3339,886,538 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.
Item 1.
Item 2.
Item 3.
Item 4.
PART II.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
3

Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1.Financial Statements (Unaudited)
VISA INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31,
2022
September 30,
2021
June 30,
2022
September 30,
2021
(in millions, except per share data) (in millions, except per share data)
AssetsAssetsAssets
Cash and cash equivalentsCash and cash equivalents$12,299 $16,487 Cash and cash equivalents$14,047 $16,487 
Restricted cash equivalents—U.S. litigation escrowRestricted cash equivalents—U.S. litigation escrow882 894 Restricted cash equivalents—U.S. litigation escrow1,483 894 
Investment securitiesInvestment securities1,230 2,025 Investment securities3,309 2,025 
Settlement receivableSettlement receivable1,632 1,758 Settlement receivable1,860 1,758 
Accounts receivableAccounts receivable2,135 1,968 Accounts receivable2,021 1,968 
Customer collateralCustomer collateral2,309 2,260 Customer collateral2,261 2,260 
Current portion of client incentivesCurrent portion of client incentives1,309 1,359 Current portion of client incentives1,323 1,359 
Prepaid expenses and other current assetsPrepaid expenses and other current assets2,295 856 Prepaid expenses and other current assets2,667 856 
Total current assetsTotal current assets24,091 27,607 Total current assets28,971 27,607 
Investment securitiesInvestment securities2,296 1,705 Investment securities2,240 1,705 
Client incentivesClient incentives3,256 3,245 Client incentives3,321 3,245 
Property, equipment and technology, netProperty, equipment and technology, net3,120 2,715 Property, equipment and technology, net3,146 2,715 
GoodwillGoodwill18,143 15,958 Goodwill17,977 15,958 
Intangible assets, netIntangible assets, net27,006 27,664 Intangible assets, net26,093 27,664 
Other assetsOther assets3,896 4,002 Other assets3,662 4,002 
Total assetsTotal assets$81,808 $82,896 Total assets$85,410 $82,896 
LiabilitiesLiabilitiesLiabilities
Accounts payableAccounts payable$182 $266 Accounts payable$228 $266 
Settlement payableSettlement payable2,409 2,443 Settlement payable3,068 2,443 
Customer collateralCustomer collateral2,309 2,260 Customer collateral2,261 2,260 
Accrued compensation and benefitsAccrued compensation and benefits877 1,211 Accrued compensation and benefits1,106 1,211 
Client incentivesClient incentives5,436 5,243 Client incentives5,608 5,243 
Accrued liabilitiesAccrued liabilities3,172 2,334 Accrued liabilities3,303 2,334 
Current maturities of debtCurrent maturities of debt3,548 999 Current maturities of debt3,249 999 
Accrued litigationAccrued litigation769 983 Accrued litigation1,486 983 
Total current liabilitiesTotal current liabilities18,702 15,739 Total current liabilities20,309 15,739 
Long-term debtLong-term debt17,479 19,978 Long-term debt20,546 19,978 
Deferred tax liabilitiesDeferred tax liabilities6,081 6,128 Deferred tax liabilities5,685 6,128 
Other liabilitiesOther liabilities3,557 3,462 Other liabilities3,387 3,462 
Total liabilitiesTotal liabilities45,819 45,307 Total liabilities49,927 45,307 
EquityEquityEquity
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 March 31, 2022 and September 30, 2021 (the “series A preferred stock”)422 486 
Series B convertible participating preferred stock, 2 shares issued and outstanding at March 31, 2022 and September 30, 2021 (the “series B preferred stock”)1,045 1,071 
Series C convertible participating preferred stock, 3 shares issued and outstanding at March 31, 2022 and September 30, 2021 (the “series C preferred stock”)1,520 1,523 
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 1,648 and 1,677 shares issued and outstanding at March 31, 2022 and September 30, 2021 respectively — 
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at March 31, 2022 and September 30, 2021 — 
Class C common stock, $0.0001 par value, 1,097 shares authorized, 10 shares issued and outstanding at March 31, 2022 and September 30, 2021 — 
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 respectivelyClass 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, 2021Class 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, 2021Class 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 lossesRight to recover for covered losses(120)(133)Right to recover for covered losses(23)(133)
Additional paid-in capitalAdditional paid-in capital18,876 18,855 Additional paid-in capital18,962 18,855 
Accumulated incomeAccumulated income14,651 15,351 Accumulated income14,960 15,351 
Accumulated other comprehensive income (loss), net:Accumulated other comprehensive income (loss), net:Accumulated other comprehensive income (loss), net:
Investment securitiesInvestment securities(41)(1)Investment securities(74)(1)
Defined benefit pension and other postretirement plansDefined benefit pension and other postretirement plans(48)(49)Defined benefit pension and other postretirement plans(48)(49)
Derivative instrumentsDerivative instruments(136)(257)Derivative instruments135 (257)
Foreign currency translation adjustmentsForeign currency translation adjustments(180)743 Foreign currency translation adjustments(1,280)743 
Total accumulated other comprehensive income (loss), netTotal accumulated other comprehensive income (loss), net(405)436 Total accumulated other comprehensive income (loss), net(1,267)436 
Total equityTotal equity35,989 37,589 Total equity35,483 37,589 
Total liabilities and equityTotal liabilities and equity$81,808 $82,896 Total liabilities and equity$85,410 $82,896 
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
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Table of Contents
VISA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
2022202120222021 2022202120222021
(in millions, except per share data) (in millions, except per share data)
Net revenuesNet revenues$7,189 $5,729 $14,248 $11,416 Net revenues$7,275 $6,130 $21,523 $17,546 
Operating ExpensesOperating ExpensesOperating Expenses
PersonnelPersonnel1,226 1,114 2,351 2,095 Personnel1,283 1,098 3,634 3,193 
MarketingMarketing314 206 594 411 Marketing313 268 907 679 
Network and processingNetwork and processing190 179 380 352 Network and processing178 186 558 538 
Professional feesProfessional fees125 82 225 165 Professional fees117 108 342 273 
Depreciation and amortizationDepreciation and amortization207 201 405 398 Depreciation and amortization230 204 635 602 
General and administrativeGeneral and administrative325 363 567 566 General and administrative289 204 856 770 
Litigation provisionLitigation provision 148 Litigation provision717 (2)865 
Total operating expensesTotal operating expenses2,387 2,148 4,670 3,991 Total operating expenses3,127 2,066 7,797 6,057 
Operating incomeOperating income4,802 3,581 9,578 7,425 Operating income4,148 4,064 13,726 11,489 
Non-operating Income (Expense)Non-operating Income (Expense)Non-operating Income (Expense)
Interest expense, netInterest expense, net(134)(121)(268)(257)Interest expense, net(111)(131)(379)(388)
Investment income and otherInvestment income and other(126)168 129 208 Investment income and other(208)456 (79)664 
Total non-operating income (expense)Total non-operating income (expense)(260)47 (139)(49)Total non-operating income (expense)(319)325 (458)276 
Income before income taxesIncome before income taxes4,542 3,628 9,439 7,376 Income before income taxes3,829 4,389 13,268 11,765 
Income tax provisionIncome tax provision895 602 1,833 1,224 Income tax provision418 1,814 2,251 3,038 
Net incomeNet income$3,647 $3,026 $7,606 $6,152 Net income$3,411 $2,575 $11,017 $8,727 
Basic Earnings Per ShareBasic Earnings Per ShareBasic Earnings Per Share
Class A common stockClass A common stock$1.70 $1.38 $3.54 $2.80 Class A common stock$1.60 $1.18 $5.15 $3.99 
Class B common stockClass B common stock$2.76 $2.24 $5.74 $4.55 Class B common stock$2.59 $1.92 $8.33 $6.47 
Class C common stockClass C common stock$6.82 $5.52 $14.16 $11.22 Class C common stock$6.42 $4.72 $20.58 $15.94 
Basic Weighted-average Shares OutstandingBasic Weighted-average Shares OutstandingBasic Weighted-average Shares Outstanding
Class A common stockClass A common stock1,654 1,695 1,662 1,695 Class A common stock1,642 1,691 1,655 1,693 
Class B common stockClass B common stock245 245 245 245 Class B common stock245 245 245 245 
Class C common stockClass C common stock10 11 10 11 Class C common stock10 10 10 11 
Diluted Earnings Per ShareDiluted Earnings Per ShareDiluted Earnings Per Share
Class A common stockClass A common stock$1.70 $1.38 $3.54 $2.80 Class A common stock$1.60 $1.18 $5.14 $3.98 
Class B common stockClass B common stock$2.75 $2.24 $5.73 $4.54 Class B common stock$2.59 $1.91 $8.33 $6.46 
Class C common stockClass C common stock$6.81 $5.52 $14.15 $11.20 Class C common stock$6.41 $4.72 $20.56 $15.92 
Diluted Weighted-average Shares OutstandingDiluted Weighted-average Shares OutstandingDiluted Weighted-average Shares Outstanding
Class A common stockClass A common stock2,142 2,193 2,150 2,196 Class A common stock2,129 2,184 2,143 2,192 
Class B common stockClass B common stock245 245 245 245 Class B common stock245 245 245 245 
Class C common stockClass C common stock10 11 10 11 Class C common stock10 10 10 11 
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
5

Table of Contents
VISA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
2022202120222021 2022202120222021
(in millions) (in millions)
Net incomeNet income$3,647 $3,026 $7,606 $6,152 Net income$3,411 $2,575 $11,017 $8,727 
Other comprehensive income (loss), net of tax:
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax
Investment securities:Investment securities:Investment securities:
Net unrealized gain (loss)Net unrealized gain (loss)(40)(1)(50)(2)Net unrealized gain (loss)(43)(2)(93)(4)
Income tax effectIncome tax effect8 — 10 — Income tax effect10 20 
Reclassification adjustmentsReclassification adjustments (1) (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)(2)(2)(1)(3)Net unrealized actuarial gain (loss) and prior service credit (cost) — (1)(3)
Income tax effectIncome tax effect  Income tax effect —  
Reclassification adjustmentsReclassification adjustments1 2 Reclassification adjustments 2 13 
Income tax effectIncome tax effect —  (1)Income tax effect (2) (3)
Derivative instruments:Derivative instruments:Derivative instruments:
Net unrealized gain (loss)Net unrealized gain (loss)77 280 191 (17)Net unrealized gain (loss)348 (95)539 (112)
Income tax effectIncome tax effect(13)(57)(35)Income tax effect(68)22 (103)28 
Reclassification adjustmentsReclassification adjustments(33)(39)(13)Reclassification adjustments(9)14 (48)
Income tax effectIncome tax effect4 — 4 Income tax effect (2)4 
Foreign currency translation adjustmentsForeign currency translation adjustments(335)(1,011)(923)35 Foreign currency translation adjustments(1,100)287 (2,023)322 
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax(333)(782)(841)18 Other comprehensive income (loss), net of tax(862)229 (1,703)247 
Comprehensive incomeComprehensive income$3,314 $2,244 $6,765 $6,170 Comprehensive income$2,549 $2,804 $9,314 $8,974 

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
6

Table of Contents
VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
Three Months Ended March 31, 2022Three Months Ended June 30, 2022
Preferred StockCommon StockPreferred StockRight to Recover for Covered LossesAdditional
Paid-In Capital
Accumulated
Income
Accumulated
Other
Comprehensive
 Income (Loss), Net
Total
Equity
Preferred StockCommon StockPreferred StockRight to Recover for Covered LossesAdditional
Paid-In Capital
Accumulated
Income
Accumulated
Other
Comprehensive
 Income (Loss), Net
Total
Equity
Series ASeries BSeries CClass AClass BClass C Series ASeries BSeries CClass AClass BClass C
(in millions, except per share data) (in millions, except per share data)
Balance as of December 31, 2021— (1)1,661 245 10 $2,995 $(111)$18,776 $14,606 $(72)$36,194 
Balance as of March 31, 2022Balance as of March 31, 2022— (1)1,648 245 10 $2,987 $(120)$18,876 $14,651 $(405)$35,989 
Net incomeNet income3,647 3,647 Net income3,411 3,411 
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax(333)(333)Other comprehensive income (loss), net of tax(862)(862)
Comprehensive incomeComprehensive income3,314 Comprehensive income2,549 
VE territory covered losses incurredVE territory covered losses incurred(9)(9)VE territory covered losses incurred(15)(15)
Recovery through conversion rate adjustmentRecovery through conversion rate adjustment(112)112 — 
Conversion of series A preferred stock upon sales into public marketConversion of series A preferred stock upon sales into public market— (1)— (1)(8)— 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 marketConversion of class C common stock upon sales into public market— (1)— (1)— Conversion of class C common stock upon sales into public market— (1)— 
Share-based compensation, net of forfeituresShare-based compensation, net of forfeitures190 190 Share-based compensation, net of forfeitures152 152 
Vesting of restricted stock and performance-based sharesVesting of restricted stock and performance-based shares— (1)— Vesting of restricted stock and performance-based shares— (1)— 
Restricted stock and performance-based shares settled in cash for taxesRestricted stock and performance-based shares settled in cash for taxes— (1)(3)(3)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 plansCash proceeds from issuance of class A common stock under employee equity plans54 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 $0.375 per class A common stockCash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock(802)(802)Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock(798)(798)
Repurchase of class A common stockRepurchase of class A common stock(15)(149)(2,800)(2,949)Repurchase of class A common stock(12)(129)(2,304)(2,433)
Balance as of March 31, 2022 (1)2 3 1,648 245 10 $2,987 $(120)$18,876 $14,651 $(405)$35,989 
Balance as of June 30, 2022Balance 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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Table of Contents
VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)
(UNAUDITED)
Six Months Ended March 31, 2022Nine Months Ended June 30, 2022
Preferred StockCommon StockPreferred StockRight to Recover for Covered LossesAdditional
Paid-In Capital
Accumulated
Income
Accumulated
Other
Comprehensive
 Income (Loss), Net
Total
Equity
Preferred StockCommon StockPreferred StockRight to Recover for Covered LossesAdditional
Paid-In Capital
Accumulated
Income
Accumulated
Other
Comprehensive
 Income (Loss), Net
Total
Equity
Series
A
Series BSeries CClass AClass BClass C Series
A
Series BSeries CClass AClass BClass C
(in millions, except per share data) (in millions, except per share data)
Balance as of September 30, 2021Balance as of September 30, 2021— (1)1,677 245 10 $3,080 $(133)$18,855 $15,351 $436 $37,589 Balance as of September 30, 2021— (1)1,677 245 10 $3,080 $(133)$18,855 $15,351 $436 $37,589 
Net incomeNet income7,606 7,606 Net income11,017 11,017 
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax(841)(841)Other comprehensive income (loss), net of tax(1,703)(1,703)
Comprehensive incomeComprehensive income6,765 Comprehensive income9,314 
VE territory covered losses incurredVE territory covered losses incurred(16)(16)VE territory covered losses incurred(31)(31)
Recovery through conversion rate adjustmentRecovery through conversion rate adjustment(29)29 — Recovery through conversion rate adjustment(141)141 — 
Conversion of series A preferred stock upon sales into public marketConversion of series A preferred stock upon sales into public market— (1)(64)64 — Conversion of series A preferred stock upon sales into public market— (1)(88)88 — 
Conversion of class C common stock upon sales into public marketConversion of class C common stock upon sales into public market— (1)— (1)— Conversion of class C common stock upon sales into public market— (1)— 
Share-based compensation, net of forfeituresShare-based compensation, net of forfeitures318 318 Share-based compensation, net of forfeitures470 470 
Vesting of restricted stock and performance-based sharesVesting of restricted stock and performance-based shares— Vesting of restricted stock and performance-based shares— 
Restricted stock and performance-based shares settled in cash for taxesRestricted stock and performance-based shares settled in cash for taxes— (1)(116)(116)Restricted stock and performance-based shares settled in cash for taxes— (1)(117)(117)
Cash proceeds from issuance of class A common stock under employee equity plansCash proceeds from issuance of class A common stock under employee equity plans113 113 Cash proceeds from issuance of class A common stock under employee equity plans153 153 
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stockCash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock(1,611)(1,611)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 stockRepurchase of class A common stock(34)(358)(6,695)(7,053)Repurchase of class A common stock(46)(487)(8,999)(9,486)
Balance as of March 31, 2022 (1)2 3 1,648 245 10 $2,987 $(120)$18,876 $14,651 $(405)$35,989 
Balance as of June 30, 2022Balance 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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Table of Contents
VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)
(UNAUDITED)
Three Months Ended March 31, 2021Three Months Ended June 30, 2021
Preferred StockCommon StockPreferred StockRight to Recover for Covered LossesAdditional
Paid-In Capital
Accumulated
Income
Accumulated
Other
Comprehensive
 Income (Loss), Net
Total
Equity
Preferred StockCommon StockPreferred StockRight to Recover for Covered LossesAdditional
Paid-In Capital
Accumulated
Income
Accumulated
Other
Comprehensive
 Income (Loss), Net
Total
Equity
Series
A
Series BSeries CClass AClass BClass C Series
A
Series BSeries CClass AClass BClass C
(in millions, except per share data) (in millions, except per share data)
Balance as of December 31, 2020— (1)1,696 245 11 $3,683 $(34)$18,063 $14,813 $1,154 $37,679 
Balance as of March 31, 2021Balance as of March 31, 2021— (1)1,694 245 11 $3,347 $(41)$18,505 $15,513 $372 $37,696 
Net incomeNet income3,026 3,026 Net income2,575 2,575 
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax(782)(782)Other comprehensive income (loss), net of tax229 229 
Comprehensive incomeComprehensive income2,244 Comprehensive income2,804 
VE territory covered losses incurredVE territory covered losses incurred(7)(7)VE territory covered losses incurred(21)(21)
Recovery through conversion rate adjustmentRecovery through conversion rate adjustment(40)38 (2)
Conversion of series A preferred stock upon sales into public marketConversion of series A preferred stock upon sales into public market— (1)(336)336 — Conversion of series A preferred stock upon sales into public market— (1)(175)175 — 
Conversion of class C common stock upon sales into public marketConversion of class C common stock upon sales into public market— (1)— (1)— Conversion of class C common stock upon sales into public market(1)— 
Share-based compensation, net of forfeituresShare-based compensation, net of forfeitures153 153 Share-based compensation, net of forfeitures159 159 
Vesting of restricted stock and performance-based sharesVesting of restricted stock and performance-based shares— (1)— Vesting of restricted stock and performance-based shares— (1)— 
Restricted stock and performance-based shares settled in cash for taxesRestricted stock and performance-based shares settled in cash for taxes— (1)(6)(6)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 plansCash proceeds from issuance of class A common stock under employee equity plans47 47 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 $0.32 per class A common stockCash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock(701)(701)Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock(698)(698)
Repurchase of class A common stockRepurchase of class A common stock(8)(88)(1,625)(1,713)Repurchase of class A common stock(10)(104)(2,096)(2,200)
Balance as of March 31, 2021— (1)1,694 245 11 $3,347 $(41)$18,505 $15,513 $372 $37,696 
Balance as of June 30, 2021Balance as of June 30, 2021— (1)1,689 245 10 $3,132 $(24)$18,787 $15,294 $601 $37,790 
(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)
Six Months Ended March 31, 2021Nine Months Ended June 30, 2021
Preferred StockCommon StockPreferred StockRight to Recover for Covered LossesAdditional
Paid-In Capital
Accumulated
Income
Accumulated
Other
Comprehensive
 Income (Loss), Net
Total
Equity
Preferred StockCommon StockPreferred StockRight to Recover for Covered LossesAdditional
Paid-In Capital
Accumulated
Income
Accumulated
Other
Comprehensive
 Income (Loss), Net
Total
Equity
Series
A
Series BSeries CClass AClass BClass C Series
A
Series BSeries CClass AClass BClass C
(in millions, except per share data) (in millions, except per share data)
Balance as of September 30, 2020Balance as of September 30, 2020— (1)1,683 245 11 $5,086 $(39)$16,721 $14,088 $354 $36,210 Balance as of September 30, 2020— (1)1,683 245 11 $5,086 $(39)$16,721 $14,088 $354 $36,210 
Net incomeNet income6,152 6,152 Net income8,727 8,727 
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax18 18 Other comprehensive income (loss), net of tax247 247 
Comprehensive incomeComprehensive income6,170 Comprehensive income8,974 
Adoption of new accounting standardsAdoption of new accounting standardsAdoption of new accounting standards
VE territory covered losses incurredVE territory covered losses incurred(17)(17)VE territory covered losses incurred(38)(38)
Recovery through conversion rate adjustmentRecovery through conversion rate adjustment(15)15 — Recovery through conversion rate adjustment(55)53 (2)
Conversion of series A preferred stock upon sales into public marketConversion of series A preferred stock upon sales into public market— (1)25 (1,724)1,724 — 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 marketConversion of class C common stock upon sales into public market— (1)— (1)— Conversion of class C common stock upon sales into public market(1)— 
Share-based compensation, net of forfeituresShare-based compensation, net of forfeitures

275 275 Share-based compensation, net of forfeitures

434 434 
Vesting of restricted stock and performance-based sharesVesting of restricted stock and performance-based shares— Vesting of restricted stock and performance-based shares— 
Restricted stock and performance-based shares settled in cash for taxesRestricted stock and performance-based shares settled in cash for taxes(1)(140)(140)Restricted stock and performance-based shares settled in cash for taxes(1)(142)(142)
Cash proceeds from issuance of class A common stock under employee equity plansCash proceeds from issuance of class A common stock under employee equity plans108 108 Cash proceeds from issuance of class A common stock under employee equity plans162 162 
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stockCash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock(1,404)(1,404)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 stockRepurchase of class A common stock(17)(183)(3,326)(3,509)Repurchase of class A common stock(27)(287)(5,422)(5,709)
Balance as of March 31, 2021— (1)1,694 245 11 $3,347 $(41)$18,505 $15,513 $372 $37,696 
Balance as of June 30, 2021Balance as of June 30, 2021— (1)1,689 245 10 $3,132 $(24)$18,787 $15,294 $601 $37,790 
(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 CASH FLOWS
(UNAUDITED)
Six Months Ended
March 31,
Nine Months Ended
June 30,
20222021 20222021
(in millions) (in millions)
Operating ActivitiesOperating ActivitiesOperating Activities
Net incomeNet income$7,606 $6,152 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 incentivesClient incentives4,865 3,850 Client incentives7,435 5,980 
Share-based compensationShare-based compensation318 275 Share-based compensation470 434 
Depreciation and amortization of property, equipment, technology and intangible assetsDepreciation and amortization of property, equipment, technology and intangible assets405 398 Depreciation and amortization of property, equipment, technology and intangible assets635 602 
Deferred income taxesDeferred income taxes21 (27)Deferred income taxes(203)981 
VE territory covered losses incurredVE territory covered losses incurred(16)(17)VE territory covered losses incurred(31)(38)
(Gains) losses on equity investments, net(Gains) losses on equity investments, net(104)(172)(Gains) losses on equity investments, net142 (611)
OtherOther(61)(48)Other(71)(82)
Change in operating assets and liabilities:Change in operating assets and liabilities:Change in operating assets and liabilities:
Settlement receivableSettlement receivable3 (127)Settlement receivable(248)(351)
Accounts receivableAccounts receivable(173)(165)Accounts receivable(80)(220)
Client incentivesClient incentives(4,503)(3,262)Client incentives(7,038)(5,202)
Other assetsOther assets(291)(116)Other assets(455)(164)
Accounts payableAccounts payable(75)(41)Accounts payable(29)
Settlement payableSettlement payable111 210 Settlement payable886 574 
Accrued and other liabilitiesAccrued and other liabilities(173)(39)Accrued and other liabilities37 639 
Accrued litigationAccrued litigation(212)(29)Accrued litigation506 (14)
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities7,721 6,842 Net cash provided by (used in) operating activities12,973 11,256 
Investing ActivitiesInvesting ActivitiesInvesting Activities
Purchases of property, equipment and technologyPurchases of property, equipment and technology(440)(318)Purchases of property, equipment and technology(675)(497)
Investment securities:Investment securities:Investment securities:
PurchasesPurchases(1,948)(2,015)Purchases(4,415)(3,223)
Proceeds from maturities and salesProceeds from maturities and sales1,975 3,871 Proceeds from maturities and sales2,580 5,286 
Acquisitions, net of cash and restricted cash acquiredAcquisitions, net of cash and restricted cash acquired(1,945)(75)Acquisitions, net of cash and restricted cash acquired(1,945)(75)
Purchases of / contributions to other investmentsPurchases of / contributions to other investments(55)(30)Purchases of / contributions to other investments(68)(50)
Other investing activitiesOther investing activities81 41 Other investing activities128 105 
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities(2,332)1,474 Net cash provided by (used in) investing activities(4,395)1,546 
Financing ActivitiesFinancing ActivitiesFinancing Activities
Repurchase of class A common stockRepurchase of class A common stock(7,053)(3,509)Repurchase of class A common stock(9,486)(5,709)
Repayments of debtRepayments of debt (3,000)Repayments of debt (3,000)
Dividends paidDividends paid(1,611)(1,404)Dividends paid(2,409)(2,102)
Proceeds from issuance of commercial paper300 — 
Proceeds from issuance of senior notesProceeds from issuance of senior notes3,218 — 
Cash proceeds from issuance of class A common stock under employee equity plansCash proceeds from issuance of class A common stock under employee equity plans113 108 Cash proceeds from issuance of class A common stock under employee equity plans153 162 
Restricted stock and performance-based shares settled in cash for taxesRestricted stock and performance-based shares settled in cash for taxes(116)(140)Restricted stock and performance-based shares settled in cash for taxes(117)(142)
Other financing activitiesOther financing activities(15)— 
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities(8,367)(7,945)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 equivalentsEffect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents(305)16 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 equivalentsIncrease (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents(3,283)387 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 periodCash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period19,799 19,171 Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period19,799 19,171 
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of periodCash, cash equivalents, restricted cash and restricted cash equivalents at end of period$16,516 $19,558 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period$18,996 $21,274 
Supplemental DisclosureSupplemental DisclosureSupplemental Disclosure
Cash paid for income taxes, netCash paid for income taxes, net$2,107 $1,505 Cash paid for income taxes, net$2,891 $2,134 
Interest payments on debtInterest payments on debt$304 $340 Interest payments on debt$548 $583 
Accruals related to purchases of property, equipment and technologyAccruals related to purchases of property, equipment and technology$27 $17 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.
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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 facilitates global commerce and money movement across more than 200 countries and territories. Visa and its wholly-owned consolidated subsidiaries operate one of the world’s largest electronic payments network — VisaNet — which provides transaction processing services (primarily authorization, clearing and settlement). The Company offers products and solutions that facilitate secure, reliable and efficient money movement for all participants in the 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, ended March 31, 2022, 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 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, 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 period in which such changes occur. Future actual results could differ materially from these estimates.
Recently Adopted Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance and making other minor improvements. The Company adopted this guidance effective October 1, 2021. The adoption did not have a material impact on the 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 purposes of applying
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
the fair value measurement alternative. The Company adopted this guidance effective October 1, 2021. The adoption did not have a material impact on the consolidated financial statements.
Note 2—Acquisitions
Currencycloud
On December 20, 2021, Visa 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, 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 is expected to help accelerate the adoption of open banking around the world by providing a secure, reliable platform for innovation.
Total purchase consideration has been allocated to the assets acquired and liabilities assumed and is subject to 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 AllocationWeighted-Average Useful Life
 (in millions)(in years)
Technology$245 4
Customer relationships90 6
Deferred tax liabilities(71)
Other net assets acquired (liabilities assumed)22 
Goodwill1,577 
Total$1,863 5
Goodwill is primarily attributable to synergies expected to be achieved from the acquisition and the assembled workforce. None of the goodwill recognized is expected to be deductible for tax purposes.
The Company did not include Tink's financial results in the Company's consolidated statements of operations from the acquisition date, March 10, 2022, through March 31, 2022, as the impact is not material to the Company’s financial results.
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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:
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
20222021202220212022202120222021
(in millions)(in millions)
Service revenuesService revenues$3,521 $2,845 $6,714 $5,522 Service revenues$3,189 $2,828 $9,903 $8,350 
Data processing revenuesData processing revenues3,480 2,996 7,094 6,029 Data processing revenues3,579 3,327 10,673 9,356 
International transaction revenuesInternational transaction revenues2,208 1,488 4,382 2,939 International transaction revenues2,560 1,696 6,942 4,635 
Other revenuesOther revenues474 392 923 776 Other revenues517 409 1,440 1,185 
Client incentivesClient incentives(2,494)(1,992)(4,865)(3,850)Client incentives(2,570)(2,130)(7,435)(5,980)
Net revenuesNet revenues$7,189 $5,729 $14,248 $11,416 Net revenues$7,275 $6,130 $21,523 $17,546 

Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
20222021202220212022202120222021
(in millions)(in millions)
U.S.U.S.$3,079 $2,683 $6,257 $5,350 U.S.$3,170 $2,806 $9,427 $8,156 
InternationalInternational4,110 3,046 7,991 6,066 International4,105 3,324 12,096 9,390 
Net revenuesNet revenues$7,189 $5,729 $14,248 $11,416 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:
March 31,
2022
September 30,
2021
June 30,
2022
September 30,
2021
(in millions)(in millions)
Cash and cash equivalentsCash and cash equivalents$12,299 $16,487 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 escrowU.S. litigation escrow882 894 U.S. litigation escrow1,483 894 
Customer collateralCustomer collateral2,309 2,260 Customer collateral2,261 2,260 
Prepaid expenses and other current assetsPrepaid expenses and other current assets1,026 158 Prepaid expenses and other current assets1,205 158 
Cash, cash equivalents, restricted cash and restricted cash equivalentsCash, cash equivalents, restricted cash and restricted cash equivalents$16,516 $19,799 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 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.
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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:
Six Months Ended
March 31,
Nine Months Ended
June 30,
2022202120222021
(in millions) (in millions)
Balance at beginning of periodBalance at beginning of period$894 $901 Balance at beginning of period$894 $901 
Deposits into the litigation escrow accountDeposits into the litigation escrow account250 — Deposits into the litigation escrow account850 — 
Payments to opt-out merchants(1) and interest earned on escrow funds
Payments to opt-out merchants(1) and interest earned on escrow funds
(262)(7)
Payments to opt-out merchants(1) and interest earned on escrow funds
(261)(7)
Balance at end of periodBalance at end of period$882 $894 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 series B and 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.
The following table presents the activities related to VE territory covered losses in preferred stock and “right to recover for covered losses” within stockholders’ equity:
Preferred StockRight to Recover for Covered LossesPreferred StockRight to Recover for Covered Losses
Series BSeries CSeries BSeries C
(in millions)(in millions)
Balance as of September 30, 2021Balance as of September 30, 2021$1,071 $1,523 $(133)Balance as of September 30, 2021$1,071 $1,523 $(133)
VE territory covered losses incurred(1)
VE territory covered losses incurred(1)
— — (16)
VE territory covered losses incurred(1)
— — (31)
Recovery through conversion rate adjustmentRecovery through conversion rate adjustment(26)(3)29 Recovery through conversion rate adjustment(135)(6)141 
Balance as of March 31, 2022$1,045 $1,520 $(120)
Balance as of June 30, 2022Balance as of June 30, 2022$936 $1,517 $(23)
Preferred StockRight to Recover for Covered LossesPreferred StockRight to Recover for Covered Losses
Series BSeries CSeries BSeries C
(in millions)(in millions)
Balance as of September 30, 2020Balance as of September 30, 2020$1,106 $1,543 $(39)Balance as of September 30, 2020$1,106 $1,543 $(39)
VE territory covered losses incurred(1)
VE territory covered losses incurred(1)
— — (17)
VE territory covered losses incurred(1)
— — (38)
Recovery through conversion rate adjustment(2)Recovery through conversion rate adjustment(2)(9)(6)15 Recovery through conversion rate adjustment(2)(35)(20)53 
Balance as of March 31, 2021$1,097 $1,537 $(41)
Balance as of June 30, 2021Balance 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 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:
March 31, 2022September 30, 2021June 30, 2022September 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)
Series B preferred stockSeries B preferred stock$3,450 $1,045 $3,493 $1,071 Series B preferred stock$2,957 $936 $3,493 $1,071 
Series C preferred stockSeries C preferred stock4,781 1,520 4,806 1,523 Series C preferred stock4,241 1,517 4,806 1,523 
TotalTotal8,231 2,565 8,299 2,594 Total7,198 2,453 8,299 2,594 
Less: right to recover for covered lossesLess: right to recover for covered losses(120)(120)(133)(133)Less: right to recover for covered losses(23)(23)(133)(133)
Total recovery for covered losses availableTotal recovery for covered losses available$8,111 $2,445 $8,166 $2,461 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 March 31,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) 6.2716.055 and 6.829,6.824, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $221.77,$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 series B and C preferred stock outstanding, respectively; (b) 6.321 and 6.834, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $222.75, Visa’s class A common stock closing stock price.
As required by the litigation management deed, on June 21, 2022, the sixth anniversary of 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 from its series B and C preferred stock and will issue approximately 176,853 shares of series A preferred stock on July 29, 2022 (the “Sixth Anniversary Release”). Each holder of a share of series B and 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 in connection with a sale to a person eligible to hold class A common stock 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.
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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 1Level 2 Level 1Level 2
March 31,
2022
September 30,
2021
March 31,
2022
September 30,
2021
June 30,
2022
September 30,
2021
June 30,
2022
September 30,
2021
(in millions) (in millions)
AssetsAssetsAssets
Cash equivalents and restricted cash equivalents:Cash equivalents and restricted cash equivalents:Cash equivalents and restricted cash equivalents:
Money market fundsMoney market funds$9,448 $11,779 $ $— Money market funds$10,894 $11,779 $ $— 
U.S. government-sponsored debt securitiesU.S. government-sponsored debt securities — 418 100 U.S. government-sponsored debt securities —  100 
U.S. Treasury securitiesU.S. Treasury securities200 2,400  — U.S. Treasury securities700 2,400  — 
Investment securities:Investment securities:Investment securities:
Marketable equity securitiesMarketable equity securities363 490  — Marketable equity securities564 490  — 
U.S. government-sponsored debt securitiesU.S. government-sponsored debt securities — 110 245 U.S. government-sponsored debt securities — 15 245 
U.S. Treasury securitiesU.S. Treasury securities3,043 2,985  — U.S. Treasury securities4,920 2,985  — 
Other current and non-current assets:Other current and non-current assets:Other current and non-current assets:
Money market fundsMoney market funds4  — Money market funds4  — 
Derivative instrumentsDerivative instruments — 465 410 Derivative instruments — 764 410 
TotalTotal$13,058 $17,658 $993 $755 Total$17,082 $17,658 $779 $755 
LiabilitiesLiabilitiesLiabilities
Accrued compensation and benefits:Accrued compensation and benefits:Accrued compensation and benefits:
Deferred compensation liabilityDeferred compensation liability$179 $167 $ $— Deferred compensation liability$153 $167 $ $— 
Accrued and other liabilities:Accrued and other liabilities:Accrued and other liabilities:
Derivative instrumentsDerivative instruments — 226 109 Derivative instruments — 292 109 
TotalTotal$179 $167 $226 $109 Total$153 $167 $292 $109 
Level 1 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. 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 March 31,June 30, 2022 and September 30, 2021, gross unrealized gains and losses were not material. As of March 31,June 30, 2022, $1.5$3.4 billion of the Company’s debt securities are due within one year and $2.3$2.2 billion is due between one to five years.
17

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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 March 31,June 30, 2022 including cumulative unrealized gains and losses:
March 31,June 30,
2022
(in millions)
Initial cost basis$908722 
Adjustments:
Upward adjustments806810 
Downward adjustments (including impairment)(66)(350)
Carrying amount, end of period$1,6481,182 
Unrealized gains and losses included in the carrying value of the Company’s non-marketable equity securities still held as of March 31,June 30, 2022 and 2021 were as follows:
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
20222021202220212022202120222021
(in millions)(in millions)
Upward adjustmentsUpward adjustments$2 $129 $226 $143 Upward adjustments$5 $180 $231 $323 
Downward adjustments (including impairment)Downward adjustments (including impairment)$(53)$— $(53)$(2)Downward adjustments (including impairment)$(284)$— $(337)$(2)
For the three months ended March 31,June 30, 2022 and 2021, the Company recognized net unrealized losses of $156$278 million, and net unrealized gains of $147$434 million, respectively, on marketable and non-marketable equity securities still held as of quarter end. For the sixnine months ended March 31,June 30, 2022 and 2021, the Company recognized net unrealized losses of $262 million and net unrealized gains of $16 million and $176$610 million, respectively, on marketable and non-marketable equity securities still held as of quarter end.
Non-financial assets and liabilities. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are only recognized at fair value if they are deemed to be impaired. The Company performed its annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2022, and concluded there was no impairment as of that date. As of March 31,June 30, 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 March 31,June 30, 2022, the carrying value and estimated fair value of debt was $20.7$23.8 billion and $20.8$22.5 billion, respectively. As of September 30, 2021, the carrying value and estimated fair value of debt was $21.0 billion and $22.5 billion, respectively.
Other financial instruments not measured at fair value. At March 31,June 30, 2022, the carrying valuevalues of settlement receivable and payable commercial paper and customer collateral approximatesapproximate fair 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:
March 31,
2022
September 30,
2021
Effective Interest Rate(1)
June 30,
2022
September 30,
2021
Effective Interest Rate(1)
(in millions, except percentages)(in millions, except percentages)
Commercial paper$300 $— 0.35 %
U.S. dollar notesU.S. dollar notes
2.15% Senior Notes due September 20222.15% Senior Notes due September 20221,000 1,000 2.30 %2.15% Senior Notes due September 2022$1,000 $1,000 2.30 %
2.80% Senior Notes due December 20222.80% Senior Notes due December 20222,250 2,250 2.89 %2.80% Senior Notes due December 20222,250 2,250 2.89 %
3.15% Senior Notes due December 20253.15% Senior Notes due December 20254,000 4,000 3.26 %3.15% Senior Notes due December 20254,000 4,000 3.26 %
1.90% Senior Notes due April 20271.90% Senior Notes due April 20271,500 1,500 2.02 %1.90% Senior Notes due April 20271,500 1,500 2.02 %
0.75% Senior Notes due August 20270.75% Senior Notes due August 2027500 500 0.84 %0.75% Senior Notes due August 2027500 500 0.84 %
2.75% Senior Notes due September 20272.75% Senior Notes due September 2027750 750 2.91 %2.75% Senior Notes due September 2027750 750 2.91 %
2.05% Senior Notes due April 20302.05% Senior Notes due April 20301,500 1,500 2.13 %2.05% Senior Notes due April 20301,500 1,500 2.13 %
1.10% Senior Notes due February 20311.10% Senior Notes due February 20311,000 1,000 1.20 %1.10% Senior Notes due February 20311,000 1,000 1.20 %
4.15% Senior Notes due December 20354.15% Senior Notes due December 20351,500 1,500 4.23 %4.15% Senior Notes due December 20351,500 1,500 4.23 %
2.70% Senior Notes due April 20402.70% Senior Notes due April 20401,000 1,000 2.80 %2.70% Senior Notes due April 20401,000 1,000 2.80 %
4.30% Senior Notes due December 20454.30% Senior Notes due December 20453,500 3,500 4.37 %4.30% Senior Notes due December 20453,500 3,500 4.37 %
3.65% Senior Notes due September 20473.65% Senior Notes due September 2047750 750 3.73 %3.65% Senior Notes due September 2047750 750 3.73 %
2.00% Senior Notes due August 20502.00% Senior Notes due August 20501,750 1,750 2.09 %2.00% Senior Notes due August 20501,750 1,750 2.09 %
Euro notesEuro notes
1.50% Senior Notes due June 20261.50% Senior Notes due June 20261,423 — 1.71 %
2.00% Senior Notes due June 20292.00% Senior Notes due June 20291,054 — 2.13 %
2.375% Senior Notes due June 20342.375% Senior Notes due June 2034685 — 2.53 %
Total debtTotal debt21,300 21,000 Total debt24,162 21,000 
Unamortized discounts and debt issuance costsUnamortized discounts and debt issuance costs(154)(161)Unamortized discounts and debt issuance costs(181)(161)
Hedge accounting fair value adjustments(2)
Hedge accounting fair value adjustments(2)
(119)138 
Hedge accounting fair value adjustments(2)
(186)138 
Total carrying value of debtTotal carrying value of debt$21,027 $20,977 Total carrying value of debt$23,795 $20,977 
Reported as:Reported as:Reported as:
Current maturities of debtCurrent maturities of debt$3,548 $999 Current maturities of debt$3,249 $999 
Long-term debtLong-term debt17,479 19,978 Long-term debt20,546 19,978 
Total carrying value of debtTotal carrying value of debt$21,027 $20,977 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
19

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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. The commercial paper outstanding as of March 31, 2022 was fully repaid in April 2022. Subsequent to March 31,During the three months ended June 30, 2022, the Company issuedrepaid $300 million and $650 million of commercial paper that was also fully repaidissued in March 2022 and April 2022.2022, respectively. The Company had no outstanding obligations under the program as of 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.
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.
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
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 sixnine months ended March 31,June 30, 2022, the Company’s maximum daily settlement exposure was $112.7$116.3 billion and the average daily settlement exposure was $71.3$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. The Company held the following collateral to manage settlement exposure:
March 31,
2022
September 30,
2021
June 30,
2022
September 30,
2021
(in millions) (in millions)
Restricted cash and restricted cash equivalentsRestricted cash and restricted cash equivalents$2,309 $2,260 Restricted cash and restricted cash equivalents$2,261 $2,260 
Pledged securities at market valuePledged securities at market value270 254 Pledged securities at market value300 254 
Letters of creditLetters of credit1,604 1,518 Letters of credit1,622 1,518 
GuaranteesGuarantees793 758 Guarantees706 758 
TotalTotal$4,976 $4,790 Total$4,889 $4,790 
20

Table of Contents
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:
March 31, 2022September 30, 2021June 30, 2022September 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 rate)(in millions, except conversion rate)
Series A preferred stockSeries A preferred stock (2)100.0000 6 — (2)100.0000 Series A preferred stock (2)100.0000 6 — (2)100.0000 
Series B preferred stockSeries B preferred stock2 6.2710 16 6.3210 16 Series B preferred stock2 6.0550 15 6.3210 16 
Series C preferred stockSeries C preferred stock3 6.8290 22 6.8340 22 Series C preferred stock3 6.8240 22 6.8340 22 
Class A common stock(3)
Class A common stock(3)
1,648 1,648 1,677 — 1,677 
Class A common stock(3)
1,637  1,637 1,677 — 1,677 
Class B common stockClass B common stock245 1.6181 (4)397 245 1.6228 (4)398 Class B common stock245 1.6059 (4)394 245 1.6228 (4)398 
Class C common stockClass C common stock10 4.0000 40 10 4.0000 41 Class C common stock10 4.0000 40 10 4.0000 41 
TotalTotal2,129 2,161 Total2,114 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 March 31,June 30, 2022 and September 30, 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 series B and C preferred stock. The deposit and recovery have the same economic effect on earnings per share as repurchasing the Company’s class A common stock, because it reduces the class B common stock and 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.
20

Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
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 sixnine months ended March 31,June 30, 2022. There was no comparable adjustment recorded for class B common stock for the sixnine months ended March 31,June 30, 2021.
SixNine Months Ended
March 31,June 30, 2022
(in millions, except per share data)
Reduction in equivalent number of class A common stock14 
Effective price per share(1)
$217.61205.06 
Deposits under the U.S. retrospective responsibility plan$250850 
(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.
21

Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments:
Six Months Ended
March 31, 2022
Six Months Ended
March 31, 2021
Nine Months Ended
June 30, 2022
Nine Months Ended
June 30, 2021
Series BSeries CSeries BSeries CSeries BSeries CSeries BSeries C
(in millions, except per share data)(in millions, except per share data)
Reduction in equivalent number of class A common stockReduction in equivalent number of class A common stock (1) (1)— (1)— (1)Reduction in equivalent number of class A common stock1  (1)— (1)— (1)
Effective price per share(2)
Effective price per share(2)
$201.68 $201.68 $209.89 $209.89 
Effective price per share(2)
$203.08 $202.55 $220.84 $220.71 
Recovery through conversion rate adjustmentRecovery through conversion rate adjustment$26 $3 $$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 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:
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
20222021202220212022202120222021
(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)
15 34 17 
Shares repurchased in the open market(1)
12 10 46 27 
Average repurchase price per share(2)
Average repurchase price per share(2)
$210.18 $208.65 $210.26 $205.05 
Average repurchase price per share(2)
$202.81 $227.11 $208.30 $213.02 
Total cost(2)
Total cost(2)
$2,949 $1,713 $7,053 $3,509 
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 sixnine months ended March 31,June 30, 2022 and 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 are calculated based on unrounded numbers.
In December 2021, the Company’s board of directors authorized a $12.0 billion share repurchase program (the “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 March 31,June 30, 2022, the Company’s repurchase program had remaining authorized funds of $9.8$7.3 billion. All share repurchase programs authorized prior to the December 2021 Program have been completed.
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Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
Dividends. The Company declared and paid dividends of $802$798 million and $701$698 million during the three months ended March 31,June 30, 2022 and 2021, respectively, and $1.6$2.4 billion and $1.4$2.1 billion during the sixnine months ended March 31,June 30, 2022 and 2021, respectively. On AprilJuly 22, 2022, the Company’s board of directors declared a quarterly cash dividend of $0.375 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C preferred stock on an as-converted basis), which will be paid on JuneSeptember 1, 2022, to all holders of record as of May 13,August 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.
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Table of Contents
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, B and 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 March 31,June 30, 2022:
Basic Earnings Per ShareDiluted Earnings Per Share Basic Earnings Per ShareDiluted 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 stockClass A common stock$2,819 1,654 $1.70 $3,647 2,142 (3)$1.70 Class A common stock$2,634 1,642 $1.60 $3,411 2,129 (3)$1.60 
Class B common stockClass B common stock677 245 $2.76 $676 245 $2.75 Class B common stock637 245 $2.59 $636 245 $2.59 
Class C common stockClass C common stock69 10 $6.82 $69 10 $6.81 Class C common stock64 10 $6.42 $64 10 $6.41 
Participating securitiesParticipating securities82 Not presentedNot presented$81 Not presentedNot presentedParticipating securities76 Not presentedNot presented$76 Not presentedNot presented
Net incomeNet income$3,647 Net income$3,411 
The following table presents earnings per share for the sixnine months ended March 31,June 30, 2022:
Basic Earnings Per ShareDiluted Earnings Per Share Basic Earnings Per ShareDiluted 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 stockClass A common stock$5,884 1,662 $3.54 $7,606 2,150 (3)$3.54 Class A common stock$8,518 1,655 $5.15 $11,017 2,143 (3)$5.14 
Class B common stockClass B common stock1,409 245 $5.74 $1,407 245 $5.73 Class B common stock2,046 245 $8.33 $2,044 245 $8.33 
Class C common stockClass C common stock143 10 $14.16 $143 10 $14.15 Class C common stock207 10 $20.58 $207 10 $20.56 
Participating securitiesParticipating securities170 Not presentedNot presented$169 Not presentedNot presentedParticipating securities246 Not presentedNot presented$246 Not presentedNot presented
Net incomeNet income$7,606 Net income$11,017 
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Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
The following table presents earnings per share for the three months ended March 31,June 30, 2021:
Basic Earnings Per ShareDiluted Earnings Per Share Basic Earnings Per ShareDiluted 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 stockClass A common stock$2,342 1,695 $1.38 $3,026 2,193 (3)$1.38 Class A common stock$1,996 1,691 $1.18 $2,575 2,184 (3)$1.18 
Class B common stockClass B common stock550 245 $2.24 $550 245 $2.24 Class B common stock470 245 $1.92 $470 245 $1.91 
Class C common stockClass C common stock59 11 $5.52 $59 11 $5.52 Class C common stock49 10 $4.72 $49 10 $4.72 
Participating securitiesParticipating securities75 Not presentedNot presented$74 Not presentedNot presentedParticipating securities60 Not presentedNot presented$60 Not presentedNot presented
Net incomeNet income$3,026 Net income$2,575 
The following table presents earnings per share for the sixnine months ended March 31,June 30, 2021:
Basic Earnings Per ShareDiluted Earnings Per Share Basic Earnings Per ShareDiluted 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 stockClass A common stock$4,752 1,695 $2.80 $6,152 2,196 (3)$2.80 Class A common stock$6,748 1,693 $3.99 $8,727 2,192 (3)$3.98 
Class B common stockClass B common stock1,117 245 $4.55 $1,116 245 $4.54 Class B common stock1,588 245 $6.47 $1,586 245 $6.46 
Class C common stockClass C common stock120 11 $11.22 $120 11 $11.20 Class C common stock169 11 $15.94 $169 11 $15.92 
Participating securitiesParticipating securities163 Not presentedNot presented$163 Not presentedNot presentedParticipating securities222 Not presentedNot presented$221 Not presentedNot presented
Net incomeNet income$6,152 Net income$8,727 
(1)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 March 31,June 30, 2022 and 398 million for the six monthnine months ended March 31,June 30, 2022 and three and sixnine months ended March 31,June 30, 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 sixnine months ended March 31,June 30, 2022 and 4342 million for the three and sixnine months ended March 31,June 30, 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 sixnine months ended March 31,June 30, 2022 and 129 million and 1714 million of as-converted series A preferred stock for the three and sixnine months ended March 31,June 30, 2021, respectively, 15 million of as-converted 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 sixnine months ended March 31, 2022 andJune 30, 2021 and 22 million of as-converted series C preferred stock for the three and sixnine months ended March 31,June 30, 2022 and 2021.
(2)Figures in the table may not recalculate exactly due to rounding. 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 common stock equivalents are not material for the three and sixnine months ended March 31,June 30, 2022 and 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 sixnine months ended March 31,June 30, 2022:
GrantedWeighted-Average Grant Date Fair ValueWeighted-Average Exercise PriceGrantedWeighted-Average Grant Date Fair ValueWeighted-Average Exercise Price
Non-qualified stock optionsNon-qualified stock options961,570 $43.16 $200.86 Non-qualified stock options961,570 $43.16 $200.86 
Restricted stock unitsRestricted stock units2,922,004 $202.56 Restricted stock units3,413,085 $203.22 
Performance-based shares(1)
Performance-based shares(1)
440,722 $186.50 
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 $181 million and $148 million for the three months ended March 31, 2022 and 2021, respectively, and $302 million and $264 million for the six months ended March 31, 2022 and 2021, respectively.
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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
For the three and sixnine months ended March 31,June 30, 2022, the effective income tax rates were 20%11% and 19%17%, respectively, and for the three and sixnine months ended March 31,June 30, 2021, the effective income tax rates were 17%.41% and 26%, respectively. The difference ineffective tax rates for the three and nine months ended June 30, 2022 differ from the effective tax rates isfor the same periods in the prior year primarily due to $66the 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;
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 recognized during the three and six months ended March 31, 2021, respectively, as a result of the conclusion of audits by taxing authorities.
During the three and sixnine months ended March 31,June 30, 2022, the Company’s gross unrecognized tax benefits decreased by $34 million and increased by $65 million and $143$109 million, respectively. The Company’s net unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate, increaseddecreased by $17$75 million and $46$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. During the three and nine months ended June 30, 2022, the Company’s accrued penalties related to uncertain tax positions decreased by $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.
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 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:
Six Months Ended
March 31,
Nine Months Ended
June 30,
20222021 20222021
(in millions) (in millions)
Balance at beginning of periodBalance at beginning of period$983 $914 Balance at beginning of period$983 $914 
Provision for uncovered legal mattersProvision for uncovered legal matters1 Provision for uncovered legal matters2 
Provision for covered legal mattersProvision for covered legal matters150 Provision for covered legal matters878 23 
Payments for legal mattersPayments for legal matters(365)(40)Payments for legal matters(377)(42)
Balance at end of periodBalance at end of period$769 $886 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.
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
The following table summarizes the accrual activity related to U.S. covered litigation:
Six Months Ended
March 31,
Nine Months Ended
June 30,
20222021 20222021
(in millions) (in millions)
Balance at beginning of periodBalance at beginning of period$881 $888 Balance at beginning of period$881 $888 
Provision for interchange multidistrict litigationProvision for interchange multidistrict litigation145 — Provision for interchange multidistrict litigation861 — 
Payments for U.S. covered litigationPayments for U.S. covered litigation(262)(7)Payments for U.S. covered litigation(262)(7)
Balance at end of periodBalance at end of period$764 $881 Balance at end of period$1,480 $881 
During the sixthree and nine months ended March 31,June 30, 2022, the Company recorded an additional accrualaccruals of $145$716 million and $861 million, respectively, and deposited $250$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. During the six months ended March 31, 2022, the Company paid $262 million for U.S. covered litigation. 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 series B and 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:
Six Months Ended
March 31,
Nine Months Ended
June 30,
20222021 20222021
(in millions)(in millions)
Balance at beginning of periodBalance at beginning of period$102 $21 Balance at beginning of period$102 $21 
Provision for VE territory covered litigationProvision for VE territory covered litigation5 Provision for VE territory covered litigation17 23 
Payments for VE territory covered litigationPayments for VE territory covered litigation(102)(28)Payments for VE territory covered litigation(114)(29)
Balance at end of periodBalance at end of period$5 $Balance at end of period$5 $15 
U.S. Covered Litigation
Interchange Multidistrict Litigation (MDL) - Putative Class Actions
On July 18, 2022, in response to an order from the U.S. Court of Appeals for the Second Circuit, the district court certified its final approval of the Amended Settlement Agreement as a partial final judgment.
Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions
Visa has reached settlements with a number of merchants representing approximately 50%55% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
VE Territory Covered Litigation
Europe Merchant Litigation
Since July 2013, in excess of 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 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 has settled the claims asserted by over 150 Merchants, leaving more than 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.
On November 26, 2021, with respect to certain pending Merchant 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 be resolved at trial. Whether any interchange fees are exempt from the 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 UK Court of Appeal granted claimants permission to appeal the CAT’s ruling and an appeal hearing is scheduled for July 2022.
On June 1, 2022, two class action claims were filed against Visa with the 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 Visa Europe acquisition.
Other Litigation
On July 3, 2022, Visa filed a motion challenging jurisdiction in the 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
Pulse Network
On April 5, 2022, the U.S. Court of Appeals for the Fifth Circuit reversed, in part, the district court’s summary judgment decision in Visa's favor, finding that Pulse has standing to pursue certain of its claims, and remanded the case to the district court for further proceedings.
German ATM Litigation
Between December 2021 and MarchJune 2022, Visa was served with claims in Germany brought by German savings banks against Visa Europe and Visa Inc. The banks claim that Visa’s ATM rules prohibiting the charging of access fees on domestic cash withdrawals are anti-competitive and they are seeking damages. Visa has filed challenges to the jurisdiction of the German courts to hear these claims.
Foreign Currency Exchange Rate Litigation
On December 6, 2021, an amended complaint making similar allegations regarding the setting of foreign exchange rates was filed by several individuals on behalf of a nationwide class, and/or California, Washington, Massachusetts or New Jersey subclasses, of cardholders who made a transaction in a foreign currency. The amended complaint 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 New Jersey Consumer Fraud Act. 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 COVID-19 pandemic, as well as the reopening of borders and resumption of 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, 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 facilitates global commerce and money movement across more than 200 countries and territories among a global network of consumers, merchants, financial institutions and government entities through innovative technologies. We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institutions and merchants through VisaNet, our advanced transaction processing network. We offer products and solutions that facilitate secure, reliable and efficient money movement for all participants in the ecosystem.
Financial overview. A summary of our as-reported U.S. GAAP and non-GAAP operating results is as follows:
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
(in millions, except percentages and per share data)(in millions, except percentages and per share data)
Net revenuesNet revenues$7,189 $5,729 25 %$14,248 $11,416 25 %Net revenues$7,275 $6,130 19 %$21,523 $17,546 23 %
Operating expensesOperating expenses$2,387 $2,148 11 %$4,670 $3,991 17 %Operating expenses$3,127 $2,066 51 %$7,797 $6,057 29 %
Net incomeNet income$3,647 $3,026 21 %$7,606 $6,152 24 %Net income$3,411 $2,575 32 %$11,017 $8,727 26 %
Diluted earnings per shareDiluted earnings per share$1.70 $1.38 23 %$3.54 $2.80 26 %Diluted earnings per share$1.60 $1.18 36 %$5.14 $3.98 29 %
Non-GAAP operating expenses(2)
Non-GAAP operating expenses(2)
$2,287 $1,978 16 %$4,402 $3,806 16 %
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)
$3,836 $3,031 27 %$7,737 $6,156 26 %
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)
$1.79 $1.38 30 %$3.60 $2.80 28 %
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.
Russia & Ukraine. 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 Russia. Since 2015, domestic transactions have been 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 country. Furthermore, during the quarter ended March 31, 2022 we have deconsolidated our Russian subsidiary, as required under U.S. GAAP. For the first half of fiscalnine 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.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 pandemic continue, our priority remains the safety of our employees, clients and the communities in which we live and operate. We are taking a phased approach to reopening our offices, with the return to office of our U.S. employees returning to offices in April 2022 in a new hybrid model of flexible work.
The ongoing effects of Russia’s invasion of Ukraine and COVID-19 are difficult to predict due to numerous uncertainties identified in Part II, Item 1A “Risk Factors” in thisour Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 Form 10-Q.. We will continue to evaluate the nature and extent of the impact to our business.
Highlights for the first halfnine months of fiscal 2022. For the three and sixnine months ended March 31,June 30, 2022, net revenues increased 25%19% and 23% over both the prior-year comparable periods, primarily due to the growth in nominal cross-border volume, nominal payments volume and processed transactions, and nominal cross-border volume, partially offset by higher client incentives. Net revenues were also positively impacted by our suspension of operations in Russia. See Results of OperationsNet Revenues below for further discussion. During the three and sixnine months ended March 31,June 30, 2022, exchange rate movements and our hedging
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movements and our hedging program negatively impacted our net revenues growth by approximately onethree percentage point.points and two percentage points, respectively.
For the three and six months ended March 31,June 30, 2022, GAAP operating expenses increased 11% and 17%51% over the prior-year comparable periods, respectively,period primarily driven bydue to higher personnel expense reflecting our strategy to invest in future growthexpenses for litigation provision and expenses incurred as a result of steps taken to support our employees in Russia and Ukraine, and higher marketing expense as we lapped planned delays in spending in the prior year.personnel. For the sixnine months ended March 31,June 30, 2022, GAAP operating expenses also includedincreased 29% over the prior-year comparable period primarily due to higher expenses related to litigation provision.provision and personnel. See Results of Operations—Operating Expenses below for further discussion. During the three and sixnine months ended March 31,June 30, 2022, exchange rate movements positively impacted our operating expense growth by approximately three percentage points and two percentage points, respectively.points.
For the three and six months ended March 31,June 30, 2022, non-GAAP operating expenses increased 16%15% over both the prior-year comparable periods,period primarily due to higher marketing expense as we lapped planned delays in spending inexpenses for personnel and general and 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 personnel expense reflecting our strategy to invest in future growth and higher general and administrative expenseexpenses related to the suspensionpersonnel 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 operations in Russia and higher usage of travel related card benefits.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 sixnine months ended March 31,June 30, 2022, we recorded an additional accrualaccruals of $145$861 million to address claims associated with the interchange multidistrict litigation. We also deposited $250made 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 sixnine months ended March 31,June 30, 2022, we repurchased 3446 million shares of our class A common stock in the open market for $7.1$9.5 billion. As of March 31,June 30, 2022, our repurchase program had remaining authorized funds of $9.8$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
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acquired entities. These costs also 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 sixthree and nine months ended March 31,June 30, 2022, we recorded an additional accrualaccruals to address claims associated with the interchange multidistrict litigation of $145$716 million and $861 million, respectively, and related tax benefit of $32$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 three and sixnine months ended March 31,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. During the three and sixnine months ended March 31,June 30, 2021, we recognized a one-time charge within general and administrative expense of $152 million, and related tax benefit of $40 million determined by applying applicable tax 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 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:
Three Months Ended March 31, 2022Three Months Ended June 30, 2022
Operating ExpensesNon-operating Income (Expense)Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
Operating ExpensesNon-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)(in millions, except percentages and per share data)
As reportedAs reported$2,387 $(260)$895 19.7 %$3,647 $1.70 As reported$3,127 $(319)$418 10.9 %$3,411 $1.60 
(Gains) losses on equity investments, net(Gains) losses on equity investments, net— 127 28 99 0.05 (Gains) losses on equity investments, net— 246 54 192 0.09 
Amortization of acquired intangible assetsAmortization of acquired intangible assets(20)— 16 0.01 Amortization of acquired intangible assets(44)— 10 34 0.02 
Acquisition-related costsAcquisition-related costs(20)— 18 0.01 Acquisition-related costs(14)— 12 0.01 
Litigation provisionLitigation provision(716)— 159 557 0.26 
Russia-Ukraine charges(60)— 56 0.03 
Non-GAAPNon-GAAP$2,287 $(133)$933 19.6 %$3,836 $1.79 Non-GAAP$2,353 $(73)$643 13.3 %$4,206 $1.98 
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Six Months Ended March 31, 2022Nine Months Ended June 30, 2022
Operating ExpensesNon-operating Income (Expense)Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
Operating ExpensesNon-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)(in millions, except percentages and per share data)
As reportedAs reported$4,670 $(139)$1,833 19.4 %$7,606 $3.54 As reported$7,797 $(458)$2,251 17.0 %$11,017 $5.14 
(Gains) losses on equity investments, net(Gains) losses on equity investments, net— (104)(14)(90)(0.04)(Gains) losses on equity investments, net— 142 40 102 0.05 
Amortization of acquired intangible assetsAmortization of acquired intangible assets(33)— 26 0.01 Amortization of acquired intangible assets(77)— 17 60 0.03 
Acquisition-related costsAcquisition-related costs(30)— 26 0.01 Acquisition-related costs(44)— 38 0.02 
Litigation provisionLitigation provision(145)— 32 113 0.05 Litigation provision(861)— 191 670 0.31 
Russia-Ukraine chargesRussia-Ukraine charges(60)— 56 0.03 Russia-Ukraine charges(60)— 56 0.03 
Non-GAAPNon-GAAP$4,402 $(243)$1,866 19.4 %$7,737 $3.60 Non-GAAP$6,755 $(316)$2,509 17.4 %$11,943 $5.57 
Three Months Ended March 31, 2021Three Months Ended June 30, 2021
Operating ExpensesNon-operating Income (Expense)Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
Operating ExpensesNon-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)(in millions, except percentages and per share data)
As reportedAs reported$2,148 $47 $602 16.6 %$3,026 $1.38 As reported$2,066 $325 $1,814 41.3 %$2,575 $1.18 
(Gains) losses on equity investments, net(Gains) losses on equity investments, net— (156)(35)(121)(0.05)(Gains) losses on equity investments, net— (439)(99)(340)(0.16)
Amortization of acquired intangible assetsAmortization of acquired intangible assets(13)— 10 — Amortization of acquired intangible assets(13)— 10 — 
Acquisition-related costsAcquisition-related costs(5)— — Acquisition-related costs(5)— — 
Indirect taxes(152)— 40 112 0.05 
Remeasurement of deferred tax balancesRemeasurement of deferred tax balances— — (1,007)1,007 0.46 
Non-GAAPNon-GAAP$1,978 $(109)$611 16.8 %$3,031 $1.38 Non-GAAP$2,048 $(114)$712 17.9 %$3,256 $1.49 

Six Months Ended March 31, 2021Nine Months Ended June 30, 2021
Operating ExpensesNon-operating Income (Expense)Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
Operating ExpensesNon-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)(in millions, except percentages and per share data)
As reportedAs reported$3,991 $(49)$1,224 16.6 %$6,152 $2.80 As reported$6,057 $276 $3,038 25.8 %$8,727 $3.98 
(Gains) losses on equity investments, net(Gains) losses on equity investments, net— (172)(39)(133)(0.06)(Gains) losses on equity investments, net— (611)(138)(473)(0.22)
Amortization of acquired intangible assetsAmortization of acquired intangible assets(25)— 19 0.01 Amortization of acquired intangible assets(38)— 29 0.01 
Acquisition-related costsAcquisition-related costs(8)— — Acquisition-related costs(13)— 10 — 
Remeasurement of deferred tax balancesRemeasurement of deferred tax balances— — (1,007)1,007 0.46 
Indirect taxesIndirect taxes(152)— 40 112 0.05 Indirect taxes(152)— 40 112 0.05 
Non-GAAPNon-GAAP$3,806 $(221)$1,233 16.7 %$6,156 $2.80 Non-GAAP$5,854 $(335)$1,945 17.1 %$9,412 $4.29 
(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.
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.
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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.
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The following table presents nominal payments and cash volume:
U.S.InternationalVisa Inc.U.S.InternationalVisa Inc.
Three Months Ended December 31,(1)
Three Months Ended December 31,(1)
Three Months Ended December 31,(1)
Three Months Ended March 31,(1)
Three Months Ended March 31,(1)
Three Months Ended March 31,(1)
20212020
% Change(2)
20212020
% Change(2)
20212020
% Change(2)
20222021
% Change(2)
20222021
% Change(2)
20222021
% Change(2)
(in billions, except percentages)(in billions, except percentages)
Nominal payments volumeNominal payments volumeNominal payments volume
Consumer creditConsumer credit$525 $414 27 %$707 $620 14 %$1,232 $1,034 19 %Consumer credit$487 $384 27 %$659 $584 13 %$1,146 $968 18 %
Consumer debit(3)
Consumer debit(3)
651 556 17 %733 613 20 %1,384 1,169 18 %
Consumer debit(3)
637 607 %659 584 13 %1,295 1,191 %
Commercial(4)
Commercial(4)
218 171 28 %128 103 25 %347 273 27 %
Commercial(4)
214 166 28 %120 99 22 %334 265 26 %
Total nominal payments volume(2)
Total nominal payments volume(2)
$1,394 $1,140 22 %$1,568 $1,336 17 %$2,963 $2,476 20 %
Total nominal payments volume(2)
$1,337 $1,157 16 %$1,438 $1,267 13 %$2,775 $2,424 14 %
Cash volume(5)
Cash volume(5)
153 143 %514 497 %667 640 %
Cash volume(5)
144 158 (9 %)464 463 — %608 621 (2 %)
Total nominal volume(2),(6)
Total nominal volume(2),(6)
$1,547 $1,283 21 %$2,083 $1,833 14 %$3,630 $3,116 16 %
Total nominal volume(2),(6)
$1,482 $1,316 13 %$1,902 $1,730 10 %$3,383 $3,045 11 %
U.S.InternationalVisa Inc.U.S.InternationalVisa Inc.
Six Months Ended December 31,(1)
Six Months Ended December 31,(1)
Six Months Ended December 31,(1)
Nine Months Ended March 31,(1)
Nine Months Ended March 31,(1)
Nine Months Ended March 31,(1)
20212020
% Change(2)
20212020
% Change(2)
20212020
% Change(2)
20222021
% Change(2)
20222021
% Change(2)
20222021
% Change(2)
(in billions, except percentages)(in billions, except percentages)
Nominal payments volumeNominal payments volumeNominal payments volume
Consumer creditConsumer credit$1,004 $791 27 %$1,359 $1,194 14 %$2,363 $1,985 19 %Consumer credit$1,492 $1,175 27 %$2,018 $1,778 14 %$3,510 $2,953 19 %
Consumer debit(3)
Consumer debit(3)
1,291 1,111 16 %1,424 1,198 19 %2,715 2,309 18 %
Consumer debit(3)
1,927 1,718 12 %2,081 1,782 17 %4,008 3,500 15 %
Commercial(4)
Commercial(4)
423 334 27 %246 197 25 %669 531 26 %
Commercial(4)
637 501 27 %366 296 24 %1,003 797 26 %
Total nominal payments volume(2)
Total nominal payments volume(2)
$2,719 $2,237 22 %$3,028 $2,589 17 %$5,747 $4,825 19 %
Total nominal payments volume(2)
$4,057 $3,394 20 %$4,465 $3,855 16 %$8,522 $7,249 18 %
Cash volume(5)
Cash volume(5)
332 308 %1,011 979 %1,342 1,287 %
Cash volume(5)
477 466 %1,475 1,442 %1,952 1,908 %
Total nominal volume(2),(6)
Total nominal volume(2),(6)
$3,050 $2,545 20 %$4,039 $3,567 13 %$7,089 $6,112 16 %
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 the change in nominal and constant payments and cash volume:
InternationalVisa Inc.InternationalVisa Inc.InternationalVisa Inc.InternationalVisa Inc.
Three Months
Ended December 31,
2021 vs. 2020(1),(2)
Three Months
Ended December 31,
2021 vs. 2020(1),(2)
Six Months
Ended December 31,
2021 vs. 2020(1),(2)
Six Months
Ended December 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(7)
Nominal
Constant(7)
Nominal
Constant(7)
Nominal
Constant(7)
Nominal
Constant(7)
Nominal
Constant(7)
Nominal
Constant(7)
Nominal
Constant(7)
Payments volume growthPayments volume growthPayments volume growth
Consumer credit growthConsumer credit growth14 %16 %19 %20 %14 %14 %19 %19 %Consumer credit growth13 %17 %18 %21 %14 %15 %19 %20 %
Consumer debit growth(3)
Consumer debit growth(3)
20 %20 %18 %19 %19 %17 %18 %17 %
Consumer debit growth(3)
13 %18 %%11 %17 %17 %15 %15 %
Commercial growth(4)
Commercial growth(4)
25 %28 %27 %28 %25 %24 %26 %26 %
Commercial growth(4)
22 %29 %26 %29 %24 %26 %26 %27 %
Total payments volume growthTotal payments volume growth17 %19 %20 %20 %17 %16 %19 %19 %Total payments volume growth13 %18 %14 %17 %16 %17 %18 %18 %
Cash volume growth(5)
Cash volume growth(5)
%%%%%%%%
Cash volume growth(5)
— %%(2 %)%%%%%
Total volume growthTotal volume growth14 %15 %16 %18 %13 %13 %16 %16 %Total volume growth10 %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 sixnine months ended March 31,June 30, 2022 and 2021, respectively, were based on nominal payments volume reported by our financial institution clients for the three and sixnine months ended DecemberMarch 31, 20212022 and 2020,2021, 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 volume is provided by our financial institution clients, subject to review by Visa.
(7)Growth on a constant-dollar basis excludes the impact of foreign currency fluctuations against the U.S. dollar.
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The following table presents the number of processed transactions:
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
(in millions, except percentages)(in millions, except percentages)
Visa processed transactionsVisa processed transactions44,807 37,644 19 %92,366 76,857 20 %Visa processed transactions49,279 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 presents our net revenues earned in the U.S. and internationally:
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
(in millions, except percentages) (in millions, except percentages)
U.S.U.S.$3,079 $2,683 15 %$6,257 $5,350 17 %U.S.$3,170 $2,806 13 %$9,427 $8,156 16 %
InternationalInternational4,110 3,046 35 %7,991 6,066 32 %International4,105 3,324 23 %12,096 9,390 29 %
Net revenuesNet revenues$7,189 $5,729 25 %$14,248 $11,416 25 %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.
Net revenues increased during the three and six-monthnine-month comparable periods primarily due to the growth in nominal cross-border volume, nominal payments volume and processed transactions, and nominal cross-border volume, partially offset by higher client incentives. Net revenues were also positively impacted by our suspension
35

Table of operations in Russia. See further discussion below.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 sixnine months ended March 31,June 30, 2022, exchange rate movements and our hedging program negatively impacted our net revenues growth by approximately onethree percentage point.points and two percentage points, respectively.
The following table presents the components of our net revenues:
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
(in millions, except percentages) (in millions, except percentages)
Service revenuesService revenues$3,521 $2,845 24 %$6,714 $5,522 22 %Service revenues$3,189 $2,828 13 %$9,903 $8,350 19 %
Data processing revenuesData processing revenues3,480 2,996 16 %7,094 6,029 18 %Data processing revenues3,579 3,327 %10,673 9,356 14 %
International transaction revenuesInternational transaction revenues2,208 1,488 48 %4,382 2,939 49 %International transaction revenues2,560 1,696 51 %6,942 4,635 50 %
Other revenuesOther revenues474 392 21 %923 776 19 %Other revenues517 409 26 %1,440 1,185 21 %
Client incentivesClient incentives(2,494)(1,992)25 %(4,865)(3,850)26 %Client incentives(2,570)(2,130)21 %(7,435)(5,980)24 %
Net revenuesNet revenues$7,189 $5,729 25 %$14,248 $11,416 25 %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 20%14% and 19%18% growth in nominal payments volume during the three and six-monthnine-month comparable periods, respectively. In addition, whileFor the three-month comparable period, service revenues were partially offset by our suspension of operations in Russia as we normally would have recognized revenues infrom fiscal third quarter, based on fiscal second quarter payments volume, as a result of the suspension of our operations in Russia, this quarter we recognized revenues from our Russian clients based on fiscal second quarter payments volume.quarter.
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Data processing revenues increased primarily due to overall growth in processed transactions of 19%16% and 20%19% during the three and six-monthnine-month comparable periods, respectively, partially offset by our suspension of operations in Russia and unfavorable business mix.currency fluctuations.
International transaction revenues increased primarily due to growth in nominal cross-border volumes, excluding transactions within Europe, of 42%38% and 45%42% during the three and six-monthnine-month comparable periods, respectively. International transaction revenues also increased due to select pricing modifications and fluctuations in the volatility of a broad range of currencies partially offset by business mix.and select pricing modifications.
Other revenues increased primarily due to highervalue added services revenues tied to marketing services, travel related card benefits, consulting and marketing revenues, and other value added services.services and select pricing modifications.
Client incentives increased primarily due to growth in payments volume during the three and six-monthnine-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.
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Operating Expenses
The following table presents the components of our total operating expenses:
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
(in millions, except percentages) (in millions, except percentages)
PersonnelPersonnel$1,226 $1,114 10 %$2,351 $2,095 12 %Personnel$1,283 $1,098 17 %$3,634 $3,193 14 %
MarketingMarketing314 206 53 %594 411 45 %Marketing313 268 17 %907 679 34 %
Network and processingNetwork and processing190 179 %380 352 %Network and processing178 186 (4 %)558 538 %
Professional feesProfessional fees125 82 53 %225 165 36 %Professional fees117 108 %342 273 25 %
Depreciation and amortizationDepreciation and amortization207 201 %405 398 %Depreciation and amortization230 204 13 %635 602 %
General and administrativeGeneral and administrative325 363 (10 %)567 566 — %General and administrative289 204 41 %856 770 11 %
Litigation provisionLitigation provision NM148 NMLitigation provision717 (2)NM865 NM
Total operating expensesTotal operating expenses$2,387 $2,148 11 %$4,670 $3,991 17 %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 planned delaysuspension of our spendoperations in Russia. In the nine months ended June 30, 2022, expenses increased as revenue was impacted by the COVID-19 pandemicwe lapped planned delays in spending in the first half of fiscal 2021 and invested in future growth and due to the prior year. Total operating expenses were also impacted by Russia’s invasion of Ukraine.provision for U.S. covered litigation.
Personnel expenses increased during the three and nine months ended June 30, 2022 primarily due to higher headcount and compensation, reflecting our strategy to invest in future growth, andincluding 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, 2022 primarily in support of a number of campaigns and client marketing. In the nine months ended June 30, 2022, expenses increased as we lapped planned delays in spending in the prior year as well as higherfirst half of fiscal 2021 and increased spending in various campaigns, including the Beijing 2022 Olympics Winter Games, and client marketing.
Network and processing expenses increasedmainly due to higher continued technology and processing network investments to support growth.marketing.
Professional fees increased primarily due toduring the three months ended June 30, 2022, reflecting higher consulting feesinvestment in various corporate projects. In the nine months ended June 30, 2022, expenses increased as we lapped planned delays in spending in the prior year.first half of fiscal 2021.
Depreciation and amortization expenses increased during the three and nine months ended June 30, 2022 primarily due to additional depreciation and amortization from our acquisitions and on-going investments.
General and administrative expenses decreased and was approximately flatincreased during the three and six months ended March 31,June 30, 2022 respectively, primarily due to a one-time chargehigher travel expenses, higher usage of indirect taxes intravel related card benefits and the prior year, partially offset by increases ininclusion of expenses from our acquisitions. In the nine months ended June 30, 2022, expenses increased primarily due to the suspension of our operations in Russia and deconsolidation of our Russian subsidiary, and higher usage of travel related card benefits.
34

Tablebenefits, higher travel expenses and the inclusion of Contentsexpenses from our acquisitions, partially offset by one-time charge of indirect taxes in the prior year.
Litigation provision increased during the sixthree and nine months ended March 31,June 30, 2022 primarily due to an additional $145accruals of $716 million accrualand $861 million, respectively, related to the U.S. covered litigation. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.
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Non-operating Income (Expense)
The following table presents the components of our non-operating income (expense):
Three Months Ended
March 31,
Six Months Ended
March 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
20222021
%
Change(1)
(in millions, except percentages) (in millions, except percentages)
Interest expense, netInterest expense, net$(134)$(121)10 %$(268)$(257)%Interest expense, net$(111)$(131)(15 %)$(379)$(388)(2 %)
Investment income and otherInvestment income and other(126)168 (174 %)129 208 (38 %)Investment income and other(208)456 (146 %)(79)664 (112 %)
Total non-operating income (expense)Total non-operating income (expense)$(260)$47 (644 %)$(139)$(49)185 %Total non-operating income (expense)$(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 increaseddecreased in the three and six months ended March 31,June 30, 2022 primarily as a result of higherdue to lower interest expense related to income taxes, liabilities. The increasepartially offset by higher interest expense as a result of the issuance of debt in the sixthree months ended March 31,June 30, 2022. The decrease in the nine months ended June 30, 2022 was partially offsetprimarily driven by lower interest expense due to lower outstandingthe timing of debt and derivative instruments that lowered the cost of borrowing.issuance.
Investment income and other decreased in the three and nine months ended March 31,June 30, 2022 primarily due to losses on our equity investments. Investment income and other decreased in the six months ended March 31, 2022 primarily due to lower gains on our equity investments.
Effective Income Tax Rate
The following table presents our effective income tax rates:
 Three Months Ended
March 31,
Six Months Ended
March 31,
 2022202120222021
Effective income tax rate20 %17 %19 %17 %
 Three Months Ended
June 30,
Nine Months Ended
June 30,
 2022202120222021
Effective income tax rate11 %41 %17 %26 %
The difference ineffective tax rates for the three and nine months ended June 30, 2022 differ from the effective tax rates isfor the same periods in the prior year primarily due to $66the 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;
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 recognized during the three and six months ended March 31, 2021, respectively, as a result of the conclusion of audits by taxing authorities.
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Liquidity and Capital Resources
Cash Flow Data
The following table summarizes our cash flow activity for the periods presented:
Six Months Ended
March 31,
Nine Months Ended
June 30,
20222021 20222021
(in millions) (in millions)
Total cash provided by (used in):Total cash provided by (used in):Total cash provided by (used in):
Operating activitiesOperating activities$7,721 $6,842 Operating activities$12,973 $11,256 
Investing activitiesInvesting activities(2,332)1,474 Investing activities(4,395)1,546 
Financing activitiesFinancing activities(8,367)(7,945)Financing activities(8,656)(10,791)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalentsEffect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents(305)16 Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents(725)92 
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalentsIncrease (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents$(3,283)$387 Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents$(803)$2,103 
Operating activities. Cash provided by operating activities for the sixnine months ended March 31,June 30, 2022 was higher than the prior-year comparable period primarily due to growth in our underlying business, partially offset by higher client incentive payments.
Investing activities. Cash was used in investing activities for the sixnine months ended March 31,June 30, 2022 as compared to cash provided by investing activities during the prior-year comparable period primarily due to lower proceeds from sales and maturities of investment securities, combined with higher purchases of investment securities, and higher cash paid for acquisitions, net of cash and restricted cash acquired, and lower proceeds from sales and maturities, net of purchases of investment securities.acquired. See Note 2—Acquisitions and Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents to our unaudited consolidated financial statements.
Financing activities. Cash used in financing activities for the sixnine months ended March 31,June 30, 2022 was higherlower than the prior-year comparable period primarily due to higher share repurchasesproceeds received from the issuance of senior notes in the current year and higher dividends paid, partially offset by the absence of the principal debt payment made in the prior year, partially offset by higher share repurchases and proceeds from the issuance of commercial paper in the current year.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. The carrying amount outstanding at March 31,During the three months ended June 30, 2022, ofwe repaid $300 million and $650 million of commercial paper that was fully repaidissued 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, 2021, except as discussed below.
Common stock repurchases. During the sixnine months ended March 31,June 30, 2022, we repurchased shares of our class A common stock in the open market for $7.1$9.5 billion. As of March 31,June 30, 2022, our repurchase program had remaining authorized funds of $9.8$7.3 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.
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Dividends. During the sixnine months ended March 31,June 30, 2022, we declared and paid $1.6$2.4 billion in dividends to holders of our common and preferred stock. On AprilJuly 22, 2022, our board of directors declared a cash dividend in the amount of $0.375 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis). 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. Principal payments on our fixed-rate senior notes of $1.0 billion and $2.3 billion are due in September 2022 and December 2022, respectively, for which we have sufficient liquidity. See Note 7—Debt to our unaudited consolidated financial statements.
Litigation. During December 2021,the nine months ended June 30, 2022, we deposited $250$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 March 31,June 30, 2022 was $882 million$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 December 20, 2021, we acquired Currencycloud for a total purchase consideration of $893 million (which includes the fair value of our previously held equity interest in Currencycloud), and on March 10, 2022, we acquired 100% of the share capital of Tink for $1.9 billion in cash. See Note 2—Acquisitions to our unaudited consolidated financial statements.
Accounting Pronouncements Not Yet Adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, 2021.
ITEM 4.Controls and Procedures
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 our internal control over financial reporting that occurred during our secondthird quarter of fiscal 2022 that have materially affected, or is reasonably likely to materially affect, 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.
There have been no material updates toFor 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, 2021 and our other than as set forth belowReports on Forms 10-Q and 8-K.
Business Risks
Global economic, political, market, health and social events or conditions, including the invasion of Ukraine by Russia and the ongoing effects of the COVID-19 pandemic, may harm our business.
More than half of our net revenues are earned outside the U.S. International cross-border transaction revenues represent a significant part of our revenue and are an important part of our growth strategy. Our revenues are dependent on the volume and number of payment transactions made by consumers, governments, and businesses whose spending patterns may be affected by prevailing economic, political, market, health and social events or conditions. Adverse macroeconomic conditions, including recessions, inflation, high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, or a slowdown of global trade could decrease consumer and corporate confidence and reduce consumer, small business, government, and corporate spending which have a direct impact on our revenues. In addition, outbreaks of illnesses, pandemics like COVID-19, or other local or global health issues, political uncertainties, international hostilities, armed conflict, or unrest, climate-related events, including the increasing frequency of extreme weather events, and natural disasters could negatively impact our operations, clients, third-party suppliers, activities in a particular location or globally, and cross-border travel and spend. Geopolitical trends towards nationalism, protectionism, and restrictive visa requirements, as well as continued activity and uncertainty around economic sanctions, tariffs or trade restrictions could limit the expansion of our business in certain regions. In addition, as governments, investors and other stakeholders face additional pressures to accelerate actions to address climate change and other environmental, governance and social topics, governments may implement regulations or investors and other stakeholders may impose new expectations or focus investments in ways that cause significant shifts in disclosure, commerce and consumption behaviors that may have negative impacts on our business. As a result of any of these factors, any decline in cross-border travel and spend could impact the number of cross-border transactions we process and our currency exchange activities, which in turn would reduce our international transaction revenues.
Starting in February 2022, the U.S. imposed sanctions against Russia, and may impose additional material financial and economic sanctions and export controls against certain Russian organizations and/or individuals, with similar actions either implemented or planned by the European Union, United Kingdom and other jurisdictions and authorities. Visa is complying, and will continue to comply, with all applicable global sanctions. 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 Russia. For the first half of fiscal 2022 and full year fiscal 2021, total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, were approximately 4% of our consolidated net revenues. 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 country. Russia’s invasion of Ukraine and any further actions by, or in response to such actions by, Russia or its allies could have lasting impact on Ukraine as well as other regional and global economies, any or all of which could adversely affect our business; including, but not limited to, accelerating efforts in certain countries to mitigate the risk of potential sanctions on their economies by bolstering their own domestic payment capabilities or implementing other nationalistic laws or policies, as well increased cyber-threats from state sponsored or nation-state actors.
A decline in economic, political, market, health and social conditions could impact our clients as well, and their decisions could reduce the number of cards, accounts, and credit lines of their account holders, which ultimately impact our revenues. They may also implement cost-reduction initiatives that reduce or eliminate marketing budgets, and decrease spending on optional or enhanced value added services from us. Any events or conditions
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that impair the functioning of the financial markets, tighten the credit market, or lead to a downgrade of our current credit rating could increase our future borrowing costs and impair our ability to access the capital and credit markets on favorable terms, which could affect our liquidity and capital resources, or significantly increase our cost of capital. If clients default on their settlement obligations, it may also impact our liquidity. Any of these events could adversely affect our volumes and revenue.
The ongoing effects of the COVID-19 pandemic remain difficult to predict due to numerous uncertainties, including the transmissibility and severity of new variants of the virus; the uptake and effectiveness of health and safety measures or actions that are voluntarily adopted by the public or required by governments or public health authorities, including the availability of vaccines and treatments; the impact of the reopening of borders and resumption of international travel; and the impact to our employees and our operations, the business of our clients, suppliers and business partners; and other factors such as:
third party disruptions, including potential outages at network providers, call centers and other suppliers;
increased consumer dispute volumes due to travel or event cancellations and the speed or accuracy in processing refunds;
increased cyber and payment fraud risk, as cybercriminals attempt DDoS related attacks, phishing scams and other disruptive actions, given the shift to online banking, ecommerce and other online activity, as well as more employees working remotely as a result of the ongoing pandemic;
challenges to the availability and reliability of our network due to changes to normal operations, including the possibility of one or more clusters of COVID-19 cases occurring at our data centers, affecting our employees, or affecting the systems or employees of our issuers, acquirers or merchants;
additional regulatory requirements, including, for example, government initiatives or requests to reduce or eliminate payments fees or other costs. A number of countries have taken steps to temporarily cap interchange or other fees on electronic payments as part of their COVID-19 economic relief measures. It is possible that some or all of these caps may become permanent over time, or that we see governments introduce additional and/or new pricing caps in future economic relief initiatives. In addition, proponents of interchange and/or MDR regulation may try to position government intervention as necessary to support recovery efforts. In an overall soft global economy, such pricing measures could result in additional financial pressures on our business; and
workforce impacts, such as difficulty recruiting, retaining, training, motivating and developing employees due to evolving health and safety protocols; changing worker expectations and talent marketplace variability regarding flexible work models; restrictions on immigration, travel and employee mobility; and the challenges of maintaining our strong corporate culture, which values communication, collaboration and connections, while some employees continue to work from home.
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ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The table below presents our purchases of common stock during the quarter ended March 31,June 30, 2022:
PeriodTotal 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)
January 1 - 31, 2022$211.99 $11,570 
February 1 - 28, 2022$222.50 $11,059 
March 1 - 31, 2022$204.65 $9,690 
Total14 $210.19 14 
PeriodTotal 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$213.62 $9,011 
May 1 - 31, 2022$199.95 $7,999 
June 1 - 30, 2022$195.75 $7,228 
Total12 $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.
See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements for further discussion on our share repurchase programs.
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 DocumentsSchedule/ FormFile NumberExhibitFiling Date
4.1Form of 1.500% Senior Notes due 20268-K001-339776/1/2022
4.2Form of 2.000% Senior Notes due 20298-K001-339776/1/2022
4.3Form of 2.375% Senior Notes due 20348-K001-339776/1/2022
Form of Visa Inc. Incentive Plan, as amended and restated as of July 18, 2022
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
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
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Incorporated by Reference
Exhibit
Number
Description of DocumentsSchedule/ FormFile NumberExhibitFiling Date
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
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:AprilJuly 28, 2022By: /s/ Alfred F. Kelly, Jr.
Name: Alfred F. Kelly, Jr.
Title: Chairman and Chief Executive Officer
(Principal Executive Officer)
Date:AprilJuly 28, 2022By:/s/ Vasant M. Prabhu
Name:Vasant M. Prabhu
Title:Vice Chair, Chief Financial Officer
(Principal Financial Officer)
Date:AprilJuly 28, 2022By: /s/ James H. HoffmeisterPeter M. Andreski
Name: James H. HoffmeisterPeter M. Andreski
Title: Global Corporate Controller, Chief Accounting Officer
(Principal Accounting Officer)
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