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~~December 31, 2022


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

For the transition period from to

Commission file number 001-33977

VISA INC.

(Exact name of Registrant as specified in its charter)


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

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

(650) 432-3200

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

New York Stock Exchange

1.500% Senior Notes due 2026

V26

New York Stock Exchange

2.000% Senior Notes due 2029

V29

New York Stock Exchange

2.375% Senior Notes due 2034

V34

New York Stock Exchange

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

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of ~~April 20, 2022,~~January 18, 2023, there were ~~1,645,719,350~~1,624,954,064 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 ~~10,045,333~~9,745,019 shares outstanding of the registrant’s class C common stock, par value $0.0001 per share.

Table of Contents

VISA INC.

TABLE OF CONTENTS



		Page
PART I.	Financial Information	4

Item 1.	Financial Statements (Unaudited)	4
	Consolidated Balance Sheets—~~March~~December ~~31, 202~~3 21 , 2022 and September 30, ~~2021~~202 2	4
	Consolidated Statements of Operations—Three ~~and Six~~ Months Ended ~~March~~December ~~31, 202~~2 ~~and 202~~3 1 , 2022 and 2021	5
	Consolidated Statements of Comprehensive Income—Three ~~and Six~~ Months Ended ~~March~~December 31 ~~31, 202~~2 , 2022 and 20 212021	6
	Consolidated Statements of Changes in Equity—Three ~~and Six~~ Months Ended ~~March~~December 31 ~~31, 202~~2 , 2022 and ~~202~~12021	7
	Consolidated Statements of Cash Flows—~~Six~~Three Months Ended ~~Mar~~chDecember ~~31, 202~~2 ~~and 202~~3 1 , 2022 and 2021	119
	Notes to Consolidated Financial Statements (Unaudited)	1210
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2725
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3733
Item 4.	Controls and Procedures	3733

PART II.	Other Information	3834

Item 1.	Legal Proceedings	3834
Item 1A.	Risk Factors	3834
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4035
Item 3.	Defaults Upon Senior Securities	4035
Item 4.	Mine Safety Disclosures	4035
Item 5.	Other Information	4035
Item 6.	Exhibits	4136
	Signatures	4237

Table of Contents

PART I. FINANCIAL INFORMATION


ITEM 1.			Financial Statements (Unaudited)

VISA INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


		March 31, 2022		September 30, 2021			December 31, 2022		September 30, 2022
		(in millions, except per share data)					(in millions, except per share data)
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	12,299	$	16,487	Cash and cash equivalents	$	13,334	$	15,689
Restricted cash equivalents—U.S. litigation escrow	Restricted cash equivalents—U.S. litigation escrow	882		894		Restricted cash equivalents—U.S. litigation escrow	1,705		1,449
Investment securities	Investment securities	1,230		2,025		Investment securities	2,785		2,833

Settlement receivable	Settlement receivable	1,632		1,758		Settlement receivable	2,127		1,932
Accounts receivable	Accounts receivable	2,135		1,968		Accounts receivable	2,113		2,020
Customer collateral	Customer collateral	2,309		2,260		Customer collateral	2,591		2,342
Current portion of client incentives	Current portion of client incentives	1,309		1,359		Current portion of client incentives	1,402		1,272
Prepaid expenses and other current assets	Prepaid expenses and other current assets	2,295		856		Prepaid expenses and other current assets	1,802		2,668
Total current assets	Total current assets	24,091		27,607		Total current assets	27,859		30,205
Investment securities	Investment securities	2,296		1,705		Investment securities	2,735		2,136
Client incentives	Client incentives	3,256		3,245		Client incentives	3,657		3,348
Property, equipment and technology, net	Property, equipment and technology, net	3,120		2,715		Property, equipment and technology, net	3,236		3,223
Goodwill	Goodwill	18,143		15,958		Goodwill	18,024		17,787
Intangible assets, net	Intangible assets, net	27,006		27,664		Intangible assets, net	26,307		25,065
Other assets	Other assets	3,896		4,002		Other assets	3,569		3,737
Total assets	Total assets	$	81,808	$	82,896	Total assets	$	85,387	$	85,501
Liabilities	Liabilities					Liabilities
Accounts payable	Accounts payable	$	182	$	266	Accounts payable	$	258	$	340
Settlement payable	Settlement payable	2,409		2,443		Settlement payable	3,573		3,281
Customer collateral	Customer collateral	2,309		2,260		Customer collateral	2,591		2,342
Accrued compensation and benefits	Accrued compensation and benefits	877		1,211		Accrued compensation and benefits	736		1,359
Client incentives	Client incentives	5,436		5,243		Client incentives	6,553		6,099
Accrued liabilities	Accrued liabilities	3,172		2,334		Accrued liabilities	3,940		3,726

Current maturities of debt	Current maturities of debt	3,548		999		Current maturities of debt	—		2,250
Accrued litigation	Accrued litigation	769		983		Accrued litigation	1,702		1,456
Total current liabilities	Total current liabilities	18,702		15,739		Total current liabilities	19,353		20,853
Long-term debt	Long-term debt	17,479		19,978		Long-term debt	20,487		20,200
Deferred tax liabilities	Deferred tax liabilities	6,081		6,128		Deferred tax liabilities	5,443		5,332
Other liabilities	Other liabilities	3,557		3,462		Other liabilities	3,180		3,535
Total liabilities	Total liabilities	45,819		45,307		Total liabilities	48,463		49,920
Equity	Equity					Equity
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, Series B and Series C convertible participating preferred stock (preferred stock), $0.0001 par value: 25 shares authorized and 5 (Series A less than one, Series B 2, Series C 3) shares issued and outstanding						Series A, Series B and Series C convertible participating preferred stock (preferred stock), $0.0001 par value: 25 shares authorized and 5 (Series A less than one, Series B 2, Series C 3) shares issued and outstanding	1,981		2,324
Class A, Class B and Class C common stock and additional paid-in capital, $0.0001 par value: 2,003,341 shares authorized (Class A 2,001,622, Class B 622, Class C 1,097); 1,881 (Class A 1,626, Class B 245, Class C 10) and 1,890 (Class A 1,635, Class B 245, Class C 10) shares issued and outstanding						Class A, Class B and Class C common stock and additional paid-in capital, $0.0001 par value: 2,003,341 shares authorized (Class A 2,001,622, Class B 622, Class C 1,097); 1,881 (Class A 1,626, Class B 245, Class C 10) and 1,890 (Class A 1,635, Class B 245, Class C 10) shares issued and outstanding	19,827		19,545

Right to recover for covered losses	Right to recover for covered losses	(120)		(133)		Right to recover for covered losses	(28)		(35)
Additional paid-in capital		18,876		18,855

Accumulated income	Accumulated income	14,651		15,351		Accumulated income	16,403		16,116
Accumulated other comprehensive income (loss), net:	Accumulated other comprehensive income (loss), net:					Accumulated other comprehensive income (loss), net:
Investment securities	Investment securities	(41)		(1)		Investment securities	(94)		(106)
Defined benefit pension and other postretirement plans	Defined benefit pension and other postretirement plans	(48)		(49)		Defined benefit pension and other postretirement plans	(167)		(169)
Derivative instruments	Derivative instruments	(136)		(257)		Derivative instruments	(213)		418
Foreign currency translation adjustments	Foreign currency translation adjustments	(180)		743		Foreign currency translation adjustments	(785)		(2,512)
Total accumulated other comprehensive income (loss), net	Total accumulated other comprehensive income (loss), net	(405)		436		Total accumulated other comprehensive income (loss), net	(1,259)		(2,369)
Total equity	Total equity	35,989		37,589		Total equity	36,924		35,581
Total liabilities and equity	Total liabilities and equity	$	81,808	$	82,896	Total liabilities and equity	$	85,387	$	85,501

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended December 31,
		2022		2021		2022		2021				2022		2021
		(in millions, except per share data)										(in millions, except per share data)

Net revenues	Net revenues	$	7,189	$	5,729	$	14,248	$	11,416	Net revenues		$	7,936	$	7,059

Operating Expenses	Operating Expenses									Operating Expenses
Personnel	Personnel	1,226		1,114		2,351		2,095		Personnel		1,337		1,125
Marketing	Marketing	314		206		594		411		Marketing		332		280
Network and processing	Network and processing	190		179		380		352		Network and processing		178		190
Professional fees	Professional fees	125		82		225		165		Professional fees		109		100
Depreciation and amortization	Depreciation and amortization	207		201		405		398		Depreciation and amortization		227		198
General and administrative	General and administrative	325		363		567		566		General and administrative		322		242
Litigation provision	Litigation provision	—		3		148		4		Litigation provision		341		148

Total operating expenses	Total operating expenses	2,387		2,148		4,670		3,991		Total operating expenses		2,846		2,283
Operating income	Operating income	4,802		3,581		9,578		7,425		Operating income		5,090		4,776

Non-operating Income (Expense)	Non-operating Income (Expense)									Non-operating Income (Expense)
Interest expense, net		(134)		(121)		(268)		(257)
Investment income and other		(126)		168		129		208
Interest expense										Interest expense		(137)		(134)
Investment income (expense) and other										Investment income (expense) and other		24		255
Total non-operating income (expense)	Total non-operating income (expense)	(260)		47		(139)		(49)		Total non-operating income (expense)		(113)		121
Income before income taxes	Income before income taxes	4,542		3,628		9,439		7,376		Income before income taxes		4,977		4,897
Income tax provision	Income tax provision	895		602		1,833		1,224		Income tax provision		798		938
Net income	Net income	$	3,647	$	3,026	$	7,606	$	6,152	Net income		$	4,179	$	3,959

Basic Earnings Per Share	Basic Earnings Per Share									Basic Earnings Per Share
Class A common stock	Class A common stock	$	1.70	$	1.38	$	3.54	$	2.80	Class A common stock		$	1.99	$	1.84
Class B common stock	Class B common stock	$	2.76	$	2.24	$	5.74	$	4.55	Class B common stock		$	3.19	$	2.98
Class C common stock	Class C common stock	$	6.82	$	5.52	$	14.16	$	11.22	Class C common stock		$	7.96	$	7.35

Basic Weighted-average Shares Outstanding	Basic Weighted-average Shares Outstanding									Basic Weighted-average Shares Outstanding
Class A common stock	Class A common stock	1,654		1,695		1,662		1,695		Class A common stock		1,629		1,669
Class B common stock	Class B common stock	245		245		245		245		Class B common stock		245		245
Class C common stock	Class C common stock	10		11		10		11		Class C common stock		10		10

Diluted Earnings Per Share	Diluted Earnings Per Share									Diluted Earnings Per Share
Class A common stock	Class A common stock	$	1.70	$	1.38	$	3.54	$	2.80	Class A common stock		$	1.99	$	1.83
Class B common stock	Class B common stock	$	2.75	$	2.24	$	5.73	$	4.54	Class B common stock		$	3.19	$	2.98
Class C common stock	Class C common stock	$	6.81	$	5.52	$	14.15	$	11.20	Class C common stock		$	7.95	$	7.34

Diluted Weighted-average Shares Outstanding	Diluted Weighted-average Shares Outstanding									Diluted Weighted-average Shares Outstanding
Class A common stock	Class A common stock	2,142		2,193		2,150		2,196		Class A common stock		2,102		2,159
Class B common stock	Class B common stock	245		245		245		245		Class B common stock		245		245
Class C common stock	Class C common stock	10		11		10		11		Class C common stock		10		10

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

Three Months Ended
March 31, Six Months Ended
March 31,
2022 2021 2022 2021
(in millions)
Net income $ 3,647 $ 3,026 $ 7,606 $ 6,152
Other comprehensive income (loss), net of tax:
Investment securities:
Net unrealized gain (loss) (40) (1) (50) (2)
Income tax effect 8 — 10 —
Defined benefit pension and other postretirement plans:
Net unrealized actuarial gain (loss) and prior service credit (cost) (2) (2) (1) (3)
Income tax effect — 1 — 2
Reclassification adjustments 1 3 2 6
Income tax effect — — — (1)
Derivative instruments:
Net unrealized gain (loss) 77 280 191 (17)
Income tax effect (13) (57) (35) 6
Reclassification adjustments (33) 5 (39) (13)
Income tax effect 4 — 4 5
Foreign currency translation adjustments (335) (1,011) (923) 35
Other comprehensive income (loss), net of tax (333) (782) (841) 18
Comprehensive income $ 3,314 $ 2,244 $ 6,765 $ 6,170


	Three Months Ended December 31,
		2022		2021
		(in millions)
Net income		$	4,179	$	3,959
Other comprehensive income (loss):
Investment securities:
Net unrealized gain (loss)		15		(10)
Income tax effect		(3)		2


Defined benefit pension and other postretirement plans:
Net unrealized actuarial gain (loss) and prior service credit (cost)		2		1
Income tax effect		(1)		—
Reclassification adjustments		1		1

Derivative instruments:
Net unrealized gain (loss)		(116)		114
Income tax effect		14		(22)
Reclassification adjustments		(7)		(6)
Income tax effect		(4)		—
Foreign currency translation adjustments		1,209		(588)
Other comprehensive income (loss), net of tax		1,110		(508)
Comprehensive income		$	5,289	$	3,451

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

Three Months Ended March 31, 2022
Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional
Paid-In Capital Accumulated
Income Accumulated
Other
Comprehensive
Income (Loss), Net Total
Equity
Series A Series B Series C Class A Class B Class C
(in millions, except per share data)
Balance as of December 31, 2021 — (1) 2 3 1,661 245 10 $ 2,995 $ (111) $ 18,776 $ 14,606 $ (72) $ 36,194
Net income 3,647 3,647
Other comprehensive income (loss), net of tax (333) (333)
Comprehensive income 3,314
VE territory covered losses incurred (9) (9)
Conversion of series A preferred stock upon sales into public market — (1) — (1) (8) 8 —
Conversion of class C common stock upon sales into public market — (1) — (1) —
Share-based compensation, net of forfeitures 190 190
Vesting of restricted stock and performance-based shares — (1) —
Restricted stock and performance-based shares settled in cash for taxes — (1) (3) (3)
Cash proceeds from issuance of class A common stock under employee equity plans 2 54 54
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock (802) (802)
Repurchase of class A common stock (15) (149) (2,800) (2,949)
Balance as of March 31, 2022 — (1) 2 3 1,648 245 10 $ 2,987 $ (120) $ 18,876 $ 14,651 $ (405) $ 35,989


	Three Months Ended December 31, 2022
	Preferred Stock					Common Stock and Additional Paid-in Capital				Right to Recover for Covered Losses		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity
	Shares		Amount			Shares		Amount
	(in millions, except per share data)
Balance as of September 30, 2022	5		$	2,324	(1)	1,890		$	19,545	$	(35)	$	16,116	$	(2,369)	$	35,581
Net income												4,179				4,179
Other comprehensive income (loss), net of tax														1,110		1,110
VE territory covered losses incurred										(8)						(8)
Recovery through conversion rate adjustment			(14)							15						1

Conversion to class A common stock upon sales into public market	—	(2)	(329)			5		329								—
Share-based compensation, net of forfeitures								177								177
Stock issued under equity plans						2		56								56
Restricted stock and performance-based shares settled in cash for taxes						—	(2)	(112)								(112)
Cash dividends declared and paid, at a quarterly amount of $0.45 per class A common stock												(945)				(945)
Repurchase of class A common stock						(16)		(168)				(2,947)				(3,115)
Balance as of December 31, 2022	5		$	1,981	(1)	1,881		$	19,827	$	(28)	$	16,403	$	(1,259)	$	36,924

(1)As of December 31, 2022 and September 30, 2022, the book value of series A preferred stock was $723 million and $1.0 billion, respectively. Refer to Note 4—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock.

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

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

(UNAUDITED)

Six Months Ended March 31, 2022
Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional
Paid-In Capital Accumulated
Income Accumulated
Other
Comprehensive
Income (Loss), Net Total
Equity
Series
A Series B Series C Class A Class B Class C
(in millions, except per share data)
Balance as of September 30, 2021 — (1) 2 3 1,677 245 10 $ 3,080 $ (133) $ 18,855 $ 15,351 $ 436 $ 37,589
Net income 7,606 7,606
Other comprehensive income (loss), net of tax (841) (841)
Comprehensive income 6,765
VE territory covered losses incurred (16) (16)
Recovery through conversion rate adjustment (29) 29 —
Conversion of series A preferred stock upon sales into public market — (1) 1 (64) 64 —
Conversion of class C common stock upon sales into public market — (1) — (1) —
Share-based compensation, net of forfeitures 318 318
Vesting of restricted stock and performance-based shares 2 —
Restricted stock and performance-based shares settled in cash for taxes — (1) (116) (116)
Cash proceeds from issuance of class A common stock under employee equity plans 2 113 113
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock (1,611) (1,611)
Repurchase of class A common stock (34) (358) (6,695) (7,053)
Balance as of March 31, 2022 — (1) 2 3 1,648 245 10 $ 2,987 $ (120) $ 18,876 $ 14,651 $ (405) $ 35,989


	Three Months Ended December 31, 2021
	Preferred Stock					Common Stock and Additional Paid-in Capital				Right to Recover for Covered Losses		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity
	Shares		Amount			Shares		Amount
	(in millions, except per share data)
Balance as of September 30, 2021	5		$	3,080	(1)	1,932		$	18,855	$	(133)	$	15,351	$	436	$	37,589
Net income												3,959				3,959
Other comprehensive income (loss), net of tax														(508)		(508)

VE territory covered losses incurred										(7)						(7)
Recovery through conversion rate adjustment			(29)							29						—

Conversion of class A common stock upon sales into public market	—	(2)	(56)			1		56								—
Share-based compensation, net of forfeitures								128								128
Stock issued under equity plans						2		59								59
Restricted stock and performance-based shares settled in cash for taxes						—	(2)	(113)								(113)
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock												(809)				(809)
Repurchase of class A common stock						(19)		(209)				(3,895)				(4,104)
Balance as of December 31, 2021	5		$	2,995	(1)	1,916		$	18,776	$	(111)	$	14,606	$	(72)	$	36,194

(1)~~Increase, decrease or balance is less than one~~As of December 31, 2021 and September 30, 2021, the book value of series A preferred stock was $430 million ~~shares.~~and $486 million, respectively. Refer to Note 4—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock.

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

~~Table of Contents~~

~~VISA INC.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)~~

~~(UNAUDITED)~~

Three Months Ended March 31, 2021
Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional
Paid-In Capital Accumulated
Income Accumulated
Other
Comprehensive
Income (Loss), Net Total
Equity
Series
A Series B Series C Class A Class B Class C
(in millions, except per share data)
Balance as of December 31, 2020 — (1) 2 3 1,696 245 11 $ 3,683 $ (34) $ 18,063 $ 14,813 $ 1,154 $ 37,679
Net income 3,026 3,026
Other comprehensive income (loss), net of tax (782) (782)
Comprehensive income 2,244
VE territory covered losses incurred (7) (7)
Conversion of series A preferred stock upon sales into public market — (1) 5 (336) 336 —
Conversion of class C common stock upon sales into public market — (1) — (1) —
Share-based compensation, net of forfeitures 153 153
Vesting of restricted stock and performance-based shares — (1) —
Restricted stock and performance-based shares settled in cash for taxes — (1) (6) (6)
Cash proceeds from issuance of class A common stock under employee equity plans 1 47 47
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock (701) (701)
Repurchase of class A common stock (8) (88) (1,625) (1,713)
Balance as of March 31, 2021 — (1) 2 3 1,694 245 11 $ 3,347 $ (41) $ 18,505 $ 15,513 $ 372 $ 37,696

~~(1)~~(2)Increase ~~decrease~~ or ~~balance is less than one million shares.~~

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

~~Table of Contents~~

~~VISA INC.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)~~

~~(UNAUDITED)~~

Six Months Ended March 31, 2021
Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional
Paid-In Capital Accumulated
Income Accumulated
Other
Comprehensive
Income (Loss), Net Total
Equity
Series
A Series B Series C Class A Class B Class C
(in millions, except per share data)
Balance as of September 30, 2020 — (1) 2 3 1,683 245 11 $ 5,086 $ (39) $ 16,721 $ 14,088 $ 354 $ 36,210
Net income 6,152 6,152
Other comprehensive income (loss), net of tax 18 18
Comprehensive income 6,170
Adoption of new accounting standards 3 3
VE territory covered losses incurred (17) (17)
Recovery through conversion rate adjustment (15) 15 —
Conversion of series A preferred stock upon sales into public market — (1) 25 (1,724) 1,724 —
Conversion of class C common stock upon sales into public market — (1) — (1) —
Share-based compensation, net of forfeitures

275 275
Vesting of restricted stock and performance-based shares 3 —
Restricted stock and performance-based shares settled in cash for taxes (1) (140) (140)
Cash proceeds from issuance of class A common stock under employee equity plans 1 108 108
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock (1,404) (1,404)
Repurchase of class A common stock (17) (183) (3,326) (3,509)
Balance as of March 31, 2021 — (1) 2 3 1,694 245 11 $ 3,347 $ (41) $ 18,505 $ 15,513 $ 372 $ 37,696

~~(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.

108

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VISA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


		Six Months Ended March 31,					Three Months Ended December 31,
		2022		2021			2022		2021
		(in millions)					(in millions)
Operating Activities	Operating Activities					Operating Activities
Net income	Net income	$	7,606	$	6,152	Net income	$	4,179	$	3,959
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	Adjustments to reconcile net income to net cash provided by (used in) operating activities:					Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Client incentives	Client incentives	4,865		3,850		Client incentives	2,786		2,371
Share-based compensation	Share-based compensation	318		275		Share-based compensation	177		128
Depreciation and amortization of property, equipment, technology and intangible assets	Depreciation and amortization of property, equipment, technology and intangible assets	405		398		Depreciation and amortization of property, equipment, technology and intangible assets	227		198
Deferred income taxes	Deferred income taxes	21		(27)		Deferred income taxes	(132)		(15)
VE territory covered losses incurred	VE territory covered losses incurred	(16)		(17)		VE territory covered losses incurred	(8)		(7)
(Gains) losses on equity investments, net	(Gains) losses on equity investments, net	(104)		(172)		(Gains) losses on equity investments, net	106		(231)
Other	Other	(61)		(48)		Other	(26)		(32)
Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Settlement receivable	Settlement receivable	3		(127)		Settlement receivable	(54)		(76)
Accounts receivable	Accounts receivable	(173)		(165)		Accounts receivable	(60)		(213)
Client incentives	Client incentives	(4,503)		(3,262)		Client incentives	(2,743)		(2,339)
Other assets	Other assets	(291)		(116)		Other assets	160		(163)
Accounts payable	Accounts payable	(75)		(41)		Accounts payable	(64)		(9)
Settlement payable	Settlement payable	111		210		Settlement payable	44		409
Accrued and other liabilities	Accrued and other liabilities	(173)		(39)		Accrued and other liabilities	(666)		206
Accrued litigation	Accrued litigation	(212)		(29)		Accrued litigation	245		46
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	7,721		6,842		Net cash provided by (used in) operating activities	4,171		4,232
Investing Activities	Investing Activities					Investing Activities
Purchases of property, equipment and technology	Purchases of property, equipment and technology	(440)		(318)		Purchases of property, equipment and technology	(249)		(173)
Investment securities:	Investment securities:					Investment securities:
Purchases	Purchases	(1,948)		(2,015)		Purchases	(1,995)		(951)
Proceeds from maturities and sales	Proceeds from maturities and sales	1,975		3,871		Proceeds from maturities and sales	1,310		1,374
Acquisitions, net of cash and restricted cash acquired		(1,945)		(75)
Purchases of / contributions to other investments		(55)		(30)
Acquisitions, net of cash acquired						Acquisitions, net of cash acquired	—		(832)
Purchases of other investments						Purchases of other investments	(20)		(37)
Settlement of derivative instruments						Settlement of derivative instruments	402		—
Other investing activities	Other investing activities	81		41		Other investing activities	42		72
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(2,332)		1,474		Net cash provided by (used in) investing activities	(510)		(547)
Financing Activities	Financing Activities					Financing Activities
Repurchase of class A common stock	Repurchase of class A common stock	(7,053)		(3,509)		Repurchase of class A common stock	(3,115)		(4,104)
Repayments of debt	Repayments of debt	—		(3,000)		Repayments of debt	(2,250)		—
Dividends paid	Dividends paid	(1,611)		(1,404)		Dividends paid	(945)		(809)
Proceeds from issuance of commercial paper		300		—
Cash proceeds from issuance of class A common stock under employee equity plans		113		108

Cash proceeds from issuance of class A common stock under equity plans						Cash proceeds from issuance of class A common stock under equity plans	56		59
Restricted stock and performance-based shares settled in cash for taxes	Restricted stock and performance-based shares settled in cash for taxes	(116)		(140)		Restricted stock and performance-based shares settled in cash for taxes	(112)		(113)

Other financing activities						Other financing activities	19		—
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(8,367)		(7,945)		Net cash provided by (used in) financing activities	(6,347)		(4,967)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(305)		16		Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	692		(194)
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	Increase (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	(1,994)		(1,476)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	19,799		19,171		Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	20,377		19,799
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	16,516	$	19,558	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	18,383	$	18,323
Supplemental Disclosure	Supplemental Disclosure					Supplemental Disclosure
Cash paid for income taxes, net	Cash paid for income taxes, net	$	2,107	$	1,505	Cash paid for income taxes, net	$	721	$	268
Interest payments on debt	Interest payments on debt	$	304	$	340	Interest payments on debt	$	244	$	244
Accruals related to purchases of property, equipment and technology	Accruals related to purchases of property, equipment and technology	$	27	$	17	Accruals related to purchases of property, equipment and technology	$	27	$	53

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

119

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VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1—Summary of Significant Accounting Policies

Organization. Visa Inc. ~~(“Visa”~~and its subsidiaries (Visa or the ~~“Company”)~~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~~operates one of the world’s largest electronic payments network — VisaNet — which provides transaction processing services (primarily authorization, clearing and settlement). The Company offers products, solutions and ~~solutions~~services 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”)~~(U.S. GAAP). The Company consolidates its majority-owned and controlled entities, including variable interest entities ~~(“VIEs”)~~(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 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, 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”)~~(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~~2022 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

~~Table of Contents~~

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

~~Goodwill is primarily attributable to synergies expected to be achieved from the acquisition and 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.

Table of Contents

VISA INC.

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

Note 3—2—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 December 31,
		2022		2021		2022		2021				2022		2021
		(in millions)										(in millions)
Service revenues	Service revenues	$	3,521	$	2,845	$	6,714	$	5,522	Service revenues		$	3,511	$	3,193
Data processing revenues	Data processing revenues	3,480		2,996		7,094		6,029		Data processing revenues		3,827		3,614
International transaction revenues	International transaction revenues	2,208		1,488		4,382		2,939		International transaction revenues		2,797		2,174
Other revenues	Other revenues	474		392		923		776		Other revenues		587		449
Client incentives	Client incentives	(2,494)		(1,992)		(4,865)		(3,850)		Client incentives		(2,786)		(2,371)
Net revenues	Net revenues	$	7,189	$	5,729	$	14,248	$	11,416	Net revenues		$	7,936	$	7,059


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended December 31,
		2022		2021		2022		2021				2022		2021
		(in millions)										(in millions)
U.S.	U.S.	$	3,079	$	2,683	$	6,257	$	5,350	U.S.		$	3,567	$	3,178
International	International	4,110		3,046		7,991		6,066		International		4,369		3,881
Net revenues	Net revenues	$	7,189	$	5,729	$	14,248	$	11,416	Net revenues		$	7,936	$	7,059

Note 4—3—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
(in millions)
Cash and cash equivalents $ 12,299 $ 16,487
Restricted cash and restricted cash equivalents:
U.S. litigation escrow 882 894
Customer collateral 2,309 2,260
Prepaid expenses and other current assets 1,026 158
Cash, cash equivalents, restricted cash and restricted cash equivalents $ 16,516 $ 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.



	December 31, 2022		September 30, 2022
	(in millions)
Cash and cash equivalents	$	13,334	$	15,689
Restricted cash and restricted cash equivalents:
U.S. litigation escrow	1,705		1,449
Customer collateral	2,591		2,342
Prepaid expenses and other current assets	753		897
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	18,383	$	20,377

Note 5—4—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—~~12—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,					Three Months Ended December 31,
		2022		2021			2022		2021
		(in millions)					(in millions)
Balance at beginning of period	Balance at beginning of period	$	894	$	901	Balance at beginning of period	$	1,449	$	894
Deposits into the litigation escrow account	Deposits into the litigation escrow account	250		—		Deposits into the litigation escrow account	350		250

Payments to opt-out merchants(1) and interest earned on escrow funds		(262)		(7)
Payments to opt-out merchants(1), net of interest earned on escrow funds						Payments to opt-out merchants(1), net of interest earned on escrow funds	(94)		—
Balance at end of period	Balance at end of period	$	882	$	894	Balance at end of period	$	1,705	$	1,144

(1)These payments are associated with the interchange multidistrict litigation. See Note ~~13—~~12—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~~(VE territory covered ~~litigation”)~~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~~(VE territory covered ~~losses”)~~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 a contra-equity account referred to as “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 Stock				Right to Recover for Covered Losses			Preferred Stock				Right to Recover for Covered Losses
		Series B		Series C					Series B		Series C
		(in millions)							(in millions)
Balance as of September 30, 2021		$	1,071	$	1,523	$	(133)
Balance as of September 30, 2022								Balance as of September 30, 2022	$	460	$	812	$	(35)
VE territory covered losses incurred(1)	VE territory covered losses incurred(1)	—		—		(16)		VE territory covered losses incurred(1)	—		—		(8)
Recovery through conversion rate adjustment(2)	Recovery through conversion rate adjustment(2)	(26)		(3)		29		Recovery through conversion rate adjustment(2)	(7)		(7)		15
Balance as of March 31, 2022		$	1,045	$	1,520	$	(120)
Balance as of December 31, 2022								Balance as of December 31, 2022	$	453	$	805	$	(28)


		Preferred Stock				Right to Recover for Covered Losses			Preferred Stock				Right to Recover for Covered Losses
		Series B		Series C					Series B		Series C
		(in millions)							(in millions)
Balance as of September 30, 2020		$	1,106	$	1,543	$	(39)
Balance as of September 30, 2021								Balance as of September 30, 2021	$	1,071	$	1,523	$	(133)
VE territory covered losses incurred(1)	VE territory covered losses incurred(1)	—		—		(17)		VE territory covered losses incurred(1)	—		—		(7)
Recovery through conversion rate adjustment	Recovery through conversion rate adjustment	(9)		(6)		15		Recovery through conversion rate adjustment	(26)		(3)		29
Balance as of March 31, 2021		$	1,097	$	1,537	$	(41)
Balance as of December 31, 2021								Balance as of December 31, 2021	$	1,045	$	1,520	$	(111)

(1)VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note ~~13—~~12—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, 2022				September 30, 2021					December 31, 2022				September 30, 2022
		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 stock	Series B preferred stock	$	3,450	$	1,045	$	3,493	$	1,071	Series B preferred stock	$	1,524	$	453	$	1,309	$	460
Series C preferred stock	Series C preferred stock	4,781		1,520		4,806		1,523		Series C preferred stock	2,383		805		2,044		812
Total	Total	8,231		2,565		8,299		2,594		Total	3,907		1,258		3,353		1,272
Less: right to recover for covered losses	Less: right to recover for covered losses	(120)		(120)		(133)		(133)		Less: right to recover for covered losses	(28)		(28)		(35)		(35)
Total recovery for covered losses available	Total recovery for covered losses available	$	8,111	$	2,445	$	8,166	$	2,461	Total recovery for covered losses available	$	3,879	$	1,230	$	3,318	$	1,237

(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~~December 31, 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) ~~6.271~~2.958 and ~~6.829,~~3.634, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) ~~$221.77,~~$207.76, Visa’s class A common stock closing stock price.

(3)As of September 30, ~~2021,~~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) ~~6.321~~2.971 and ~~6.834,~~3.645, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) ~~$222.75,~~$177.65, Visa’s class A common stock closing stock price.

1613

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VISA INC.

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

Note 6—5—Fair Value Measurements and Investments

Assets and Liabilities Measured at Fair Value on a Recurring Basis


		Fair Value Measurements Using Inputs Considered as								Fair Value Measurements Using Inputs Considered as
		Level 1				Level 2					Level 1				Level 2
		March 31, 2022		September 30, 2021		March 31, 2022		September 30, 2021					December 31, 2022		September 30, 2022		December 31, 2022		September 30, 2022
		(in millions)								(in millions)
Assets	Assets											Assets
Cash equivalents and restricted cash equivalents:	Cash equivalents and restricted cash equivalents:											Cash equivalents and restricted cash equivalents:
Money market funds	Money market funds	$	9,448	$	11,779	$	—	$	—			Money market funds	$	10,078	$	11,736	$	—	$	—
U.S. government-sponsored debt securities	U.S. government-sponsored debt securities	—		—		418		100				U.S. government-sponsored debt securities	—		—		400		—
U.S. Treasury securities	U.S. Treasury securities	200		2,400		—		—				U.S. Treasury securities	180		799		—		—
Investment securities:	Investment securities:											Investment securities:
Marketable equity securities	Marketable equity securities	363		490		—		—				Marketable equity securities	346		437		—		—
U.S. government-sponsored debt securities	U.S. government-sponsored debt securities	—		—		110		245				U.S. government-sponsored debt securities	—		—		964		457
U.S. Treasury securities	U.S. Treasury securities	3,043		2,985		—		—				U.S. Treasury securities	4,210		4,005		—		—
Other current and non-current assets:	Other current and non-current assets:											Other current and non-current assets:
Money market funds	Money market funds	4		4		—		—				Money market funds	22		22		—		—
Derivative instruments	Derivative instruments	—		—		465		410				Derivative instruments	—		—		245		1,131
Total	Total	$	13,058	$	17,658	$	993	$	755			Total	$	14,836	$	16,999	$	1,609	$	1,588
Liabilities	Liabilities											Liabilities
Accrued compensation and benefits:	Accrued compensation and benefits:											Accrued compensation and benefits:
Deferred compensation liability	Deferred compensation liability	$	179	$	167	$	—	$	—			Deferred compensation liability	$	184	$	146	$	—	$	—
Accrued and other liabilities:	Accrued and other liabilities:											Accrued and other liabilities:
Derivative instruments	Derivative instruments	—		—		226		109				Derivative instruments	—		—		398		418
Total	Total	$	179	$	167	$	226	$	109			Total	$	184	$	146	$	398	$	418

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~~Government-sponsored Debt Securities and U.S. Treasury ~~securities.~~ ~~As of March 31, 2022 and September 30, 2021, gross~~Securities

The amortized cost, unrealized gains and losses ~~were not material. As~~and fair value of ~~March 31, 2022, $1.5 billion of the Company’s~~ debt securities ~~are due within one year and $2.3 billion is due between one to five years.~~were as follows:


	December 31, 2022
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
	(in millions)
U.S. government-sponsored debt securities	$	1,364	$	1	$	(1)	$	1,364
U.S. Treasury securities	4,509		2		(121)		4,390
Total	$	5,873	$	3	$	(122)	$	5,754

1714

Table of Contents

VISA INC.

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

~~Assets Measured at Fair Value on a Non-recurring Basis~~


	September 30, 2022
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
	(in millions)
U.S. government-sponsored debt securities	$	458	$	—	$	(1)	$	457
U.S. Treasury securities	4,937		—		(133)		4,804
Total	$	5,395	$	—	$	(134)	$	5,261

~~Non-marketable equity securities.~~Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows:


	December 31, 2022
	Less Than 12 Months				12 Months or Greater
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in millions)
U.S. government-sponsored debt securities	$	347	$	(1)	$	—	$	—
U.S. Treasury securities	1,598		(38)		1,966		(83)
Total	$	1,945	$	(39)	$	1,966	$	(83)


	September 30, 2022
	Less Than 12 Months
	Fair Value		Gross Unrealized Losses
	(in millions)
U.S. government-sponsored debt securities	$	408	$	(1)
U.S. Treasury securities	3,507		(133)
Total	$	3,915	$	(134)

The unrealized losses were primarily attributable to changes in interest rates.

The stated maturities of debt securities were as follows:


	December 31, 2022
	(in millions)
Due within one year	$	3,019
Due after 1 year through 5 years	2,735
Total	$	5,754

Equity Securities

The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values. These investments are measured at fair value on a non-recurring basis and 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.

Table of Contents

VISA INC.

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

The following table summarizes the total carrying value of the Company’s non-marketable equity securities held as of ~~March~~December 31, 2022 including cumulative unrealized gains and losses:


	~~March~~December 31, 2022
	(in millions)
Initial cost basis	$	~~908~~739
Adjustments:
Upward adjustments	~~806~~827
Downward adjustments (including impairment)	~~(66)~~(349)
Carrying amount, end of period	$	~~1,648~~1,217

Unrealized gains and losses included in the carrying value of the Company’s non-marketable equity securities still held as of ~~March~~December 31, 2022 and 2021 were as follows:


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended December 31,
		2022		2021		2022		2021				2022		2021
		(in millions)										(in millions)
Upward adjustments	Upward adjustments	$	2	$	129	$	226	$	143	Upward adjustments		$	17	$	224
Downward adjustments (including impairment)	Downward adjustments (including impairment)	$	(53)	$	—	$	(53)	$	(2)	Downward adjustments (including impairment)		$	—	$	—

For the three months ended ~~March~~December 31, 2022 and 2021, the Company recognized net unrealized losses of ~~$156~~$102 million and net unrealized gains of ~~$147~~$172 million, respectively, on marketable and non-marketable equity securities still held as of quarter end. For the six months ended March 31, 2022 and 2021, the Company recognized net unrealized gains of $16 million and $176 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, 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~~December 31, 2022, the carrying value and estimated fair value of debt was ~~$20.7~~$20.5 billion and ~~$20.8~~$18.4 billion, respectively. As of September 30, ~~2021,~~2022, the carrying value and estimated fair value of debt was ~~$21.0~~$22.5 billion and ~~$22.5~~$19.9 billion, respectively.

Other financial instruments not measured at fair value. ~~At March~~As of December 31, 2022, the carrying ~~value~~values of settlement receivable and payable ~~commercial paper~~ and customer collateral ~~approximates~~are an approximate 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.

Non-financial assets. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to non-recurring fair value measurements if they are deemed to be impaired. As of December 31, 2022, there were no impairment indicators.

Table of Contents

VISA INC.

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

Note 7—6—Debt

The Company had outstanding debt as follows:


		March 31, 2022		September 30, 2021		Effective Interest Rate(1)			December 31, 2022		September 30, 2022		Effective Interest Rate(1)
		(in millions, except percentages)							(in millions, except percentages)
Commercial paper		$	300	$	—	0.35	%
2.15% Senior Notes due September 2022		1,000		1,000		2.30	%
U.S. dollar notes								U.S. dollar notes
2.80% Senior Notes due December 2022	2.80% Senior Notes due December 2022	2,250		2,250		2.89	%	2.80% Senior Notes due December 2022	$	—	$	2,250	2.89	%
3.15% Senior Notes due December 2025	3.15% Senior Notes due December 2025	4,000		4,000		3.26	%	3.15% Senior Notes due December 2025	4,000		4,000		3.26	%
1.90% Senior Notes due April 2027	1.90% Senior Notes due April 2027	1,500		1,500		2.02	%	1.90% Senior Notes due April 2027	1,500		1,500		2.02	%
0.75% Senior Notes due August 2027	0.75% Senior Notes due August 2027	500		500		0.84	%	0.75% Senior Notes due August 2027	500		500		0.84	%
2.75% Senior Notes due September 2027	2.75% Senior Notes due September 2027	750		750		2.91	%	2.75% Senior Notes due September 2027	750		750		2.91	%
2.05% Senior Notes due April 2030	2.05% Senior Notes due April 2030	1,500		1,500		2.13	%	2.05% Senior Notes due April 2030	1,500		1,500		2.13	%
1.10% Senior Notes due February 2031	1.10% Senior Notes due February 2031	1,000		1,000		1.20	%	1.10% Senior Notes due February 2031	1,000		1,000		1.20	%
4.15% Senior Notes due December 2035	4.15% Senior Notes due December 2035	1,500		1,500		4.23	%	4.15% Senior Notes due December 2035	1,500		1,500		4.23	%
2.70% Senior Notes due April 2040	2.70% Senior Notes due April 2040	1,000		1,000		2.80	%	2.70% Senior Notes due April 2040	1,000		1,000		2.80	%
4.30% Senior Notes due December 2045	4.30% Senior Notes due December 2045	3,500		3,500		4.37	%	4.30% Senior Notes due December 2045	3,500		3,500		4.37	%
3.65% Senior Notes due September 2047	3.65% Senior Notes due September 2047	750		750		3.73	%	3.65% Senior Notes due September 2047	750		750		3.73	%
2.00% Senior Notes due August 2050	2.00% Senior Notes due August 2050	1,750		1,750		2.09	%	2.00% Senior Notes due August 2050	1,750		1,750		2.09	%
Euro notes								Euro notes
1.50% Senior Notes due June 2026								1.50% Senior Notes due June 2026	1,447		1,325		1.71	%
2.00% Senior Notes due June 2029								2.00% Senior Notes due June 2029	1,072		982		2.13	%
2.375% Senior Notes due June 2034								2.375% Senior Notes due June 2034	697		638		2.53	%
Total debt	Total debt	21,300		21,000				Total debt	20,966		22,945
Unamortized discounts and debt issuance costs	Unamortized discounts and debt issuance costs	(154)		(161)				Unamortized discounts and debt issuance costs	(171)		(173)
Hedge accounting fair value adjustments(2)	Hedge accounting fair value adjustments(2)	(119)		138				Hedge accounting fair value adjustments(2)	(308)		(322)
Total carrying value of debt	Total carrying value of debt	$	21,027	$	20,977			Total carrying value of debt	$	20,487	$	22,450

Reported as:	Reported as:							Reported as:
Current maturities of debt	Current maturities of debt	$	3,548	$	999			Current maturities of debt	$	—	$	2,250
Long-term debt	Long-term debt	17,479		19,978				Long-term debt	20,487		20,200
Total carrying value of debt	Total carrying value of debt	$	21,027	$	20,977			Total carrying value of debt	$	20,487	$	22,450

(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.

~~Commercial Paper Program~~Senior Notes

~~Visa maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. Under~~During 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 Marchthree months ended December 31, 2022, the Company ~~issued $650 million~~repaid $2.25 billion of ~~commercial paper that was also fully repaid in April~~principal upon maturity of its senior notes due December 2022.

Non-derivative Financial Instrument Designated as a Net Investment Hedge

During the three months ended December 31, 2022, the Company designated €1.8 billion of the Euro-denominated fixed-rate senior notes (Euro Notes) issued in June 2022 as a hedge against a portion of the Company’s Euro-denominated net investment in Visa Europe. As of December 31, 2022, all of the €3.0 billion Euro Notes were designated as a net investment hedge.

Table of Contents

VISA INC.

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

Note 8—7—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.

~~Table of Contents~~

~~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 ~~six~~three months ended ~~March~~December 31, 2022, the Company’s maximum daily settlement exposure was ~~$112.7~~$123.5 billion and the average daily settlement exposure was ~~$71.3~~$76.0 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			December 31, 2022		September 30, 2022
		(in millions)					(in millions)
Restricted cash and restricted cash equivalents	Restricted cash and restricted cash equivalents	$	2,309	$	2,260	Restricted cash and restricted cash equivalents	$	2,591	$	2,342
Pledged securities at market value	Pledged securities at market value	270		254		Pledged securities at market value	255		213
Letters of credit	Letters of credit	1,604		1,518		Letters of credit	1,659		1,582
Guarantees	Guarantees	793		758		Guarantees	984		950
Total	Total	$	4,976	$	4,790	Total	$	5,489	$	5,087

Table of Contents

VISA INC.

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

Note 9—8—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, 2022					September 30, 2021						December 31, 2022					September 30, 2022
		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 stock	Series A preferred stock	—	(2)	100.0000		6	—	(2)	100.0000		7	Series A preferred stock	—	(2)	100.0000		11	—	(2)	100.0000		16
Series B preferred stock	Series B preferred stock	2		6.2710		16	2		6.3210		16	Series B preferred stock	2		2.9580		7	2		2.9710		7
Series C preferred stock	Series C preferred stock	3		6.8290		22	3		6.8340		22	Series C preferred stock	3		3.6340		11	3		3.6450		12
Class A common stock(3)	Class A common stock(3)	1,648		—		1,648	1,677		—		1,677	Class A common stock(3)	1,626		—		1,626	1,635		—		1,635
Class B common stock	Class B common stock	245		1.6181	(4)	397	245		1.6228	(4)	398	Class B common stock	245		1.5991	(4)	393	245		1.6059	(4)	394
Class C common stock	Class C common stock	10		4.0000		40	10		4.0000		41	Class C common stock	10		4.0000		39	10		4.0000		39
Total	Total					2,129					2,161	Total					2,087					2,103

(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~~December 31, 2022 and September 30, ~~2021, respectively.~~2022.

(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.

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~~.

~~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 ~~six~~three months ended ~~March~~December 31, ~~2022. There was no comparable adjustment recorded for class B common stock for the six months ended March 31,~~2022 and 2021.


	Six Months Ended March 31, 2022
	~~(in millions, except per share data)~~
~~Reduction in equivalent number of class A common stock~~	1
~~Effective price per share(1)~~	$	~~217.61~~
~~Deposits under the U.S. retrospective responsibility plan~~	$	~~250~~


	Three Months Ended December 31,
	2022		2021
	(in millions, except per share data)
Reduction in equivalent number of class A common stock	2		1
Effective price per share(1)	$	209.14	$	217.61
Deposits under the U.S. retrospective responsibility plan	$	350	$	250

(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.

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							Three Months Ended December 31, 2022						Three Months Ended December 31, 2021
		Series B			Series C			Series B			Series C				Series B			Series C			Series B			Series C
		(in millions, except per share data)													(in millions, except per share data)
Reduction in equivalent number of class A common stock	Reduction in equivalent number of class A common stock	—		(1)	—		(1)	—		(1)	—		(1)	Reduction in equivalent number of class A common stock	—		(1)	—		(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)	$	211.34		$	211.34		$	201.68		$	201.68
Recovery through conversion rate adjustment	Recovery through conversion rate adjustment	$	26		$	3		$	9		$	6		Recovery through conversion rate adjustment	$	7		$	7		$	26		$	3

(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~~

Table of ~~the respective adjustments made during the year.~~Contents

VISA INC.

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

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 December 31,
		2022		2021		2022		2021				2022		2021
		(in millions, except per share data)										(in millions, except per share data)
Shares repurchased in the open market(1)	Shares repurchased in the open market(1)	15		8		34		17		Shares repurchased in the open market(1)		16		19
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)		$	197.69	$	210.32
Total cost(2)	Total cost(2)	$	2,949	$	1,713	$	7,053	$	3,509	Total cost(2)		$	3,115	$	4,104

(1)Shares repurchased in the open market reflect repurchases that settled during the three ~~and six~~ months ended ~~March~~December 31, 2022 and ~~2021, respectively.~~2021. 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 October 2022, the Company’s board of directors authorized a $12.0 billion share repurchase program. Previously, in December 2021, the Company’s board of directors authorized a $12.0 billion share repurchase program ~~(the “December~~(December 2021 ~~Program”)~~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~~December 31, 2022, the Company’s repurchase ~~program~~programs had remaining authorized funds of ~~$9.8~~$14.1 billion. All share repurchase programs authorized prior to the December 2021 Program have been completed.

~~Table of Contents~~

~~VISA INC.~~

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

Dividends. The Company declared and paid dividends of ~~$802~~$945 million and ~~$701~~$809 million during the three months ended ~~March 31, 2022 and 2021, respectively, and $1.6 billion and $1.4 billion during the six months ended March~~December 31, 2022 and 2021, respectively. On ~~April 22, 2022,~~January 24, 2023, the Company’s board of directors declared a quarterly cash dividend of ~~$0.375~~$0.45 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 ~~June~~March 1, ~~2022,~~2023, to all holders of record as of ~~May 13, 2022.~~February 10, 2023.

Note ~~10—~~9—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~~.

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~~December 31, 2022:

Basic Earnings Per Share Diluted Earnings Per Share
Income
Allocation
(A)(1)
Weighted-
Average
Shares
Outstanding (B)
Earnings per
Share =
(A)/(B)(2)
Income
Allocation
(A)(1)
Weighted-
Average
Shares
Outstanding (B)
Earnings per
Share =
(A)/(B)(2)
(in millions, except per share data)
Class A common stock $ 2,819 1,654 $ 1.70 $ 3,647 2,142 (3) $ 1.70
Class B common stock 677 245 $ 2.76 $ 676 245 $ 2.75
Class C common stock 69 10 $ 6.82 $ 69 10 $ 6.81
Participating securities 82 Not presented Not presented $ 81 Not presented Not presented
Net income $ 3,647

~~The following table presents earnings per share for the six months ended March 31, 2022:~~


		Basic Earnings Per Share					Diluted Earnings Per Share							Basic Earnings Per Share					Diluted Earnings Per Share
		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)			Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)
		(in millions, except per share data)												(in millions, except per share data)
Class A common stock	Class A common stock	$	5,884	1,662	$	3.54	$	7,606	2,150	(3)	$	3.54	Class A common stock	$	3,243	1,629	$	1.99	$	4,179	2,102	(3)	$	1.99
Class B common stock	Class B common stock	1,409		245	$	5.74	$	1,407	245		$	5.73	Class B common stock	784		245	$	3.19	$	784	245		$	3.19
Class C common stock	Class C common stock	143		10	$	14.16	$	143	10		$	14.15	Class C common stock	78		10	$	7.96	$	78	10		$	7.95
Participating securities	Participating securities	170		Not presented	Not presented		$	169	Not presented		Not presented		Participating securities	74		Not presented	Not presented		$	74	Not presented		Not presented
Net income	Net income	$	7,606										Net income	$	4,179

2220

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~~December 31, 2021:

Basic Earnings Per Share Diluted Earnings Per Share
Income
Allocation
(A)(1)
Weighted-
Average
Shares
Outstanding (B)
Earnings per
Share =
(A)/(B)(2)
Income
Allocation
(A)(1)
Weighted-
Average
Shares
Outstanding (B)
Earnings per
Share =
(A)/(B)(2)
(in millions, except per share data)
Class A common stock $ 2,342 1,695 $ 1.38 $ 3,026 2,193 (3) $ 1.38
Class B common stock 550 245 $ 2.24 $ 550 245 $ 2.24
Class C common stock 59 11 $ 5.52 $ 59 11 $ 5.52
Participating securities 75 Not presented Not presented $ 74 Not presented Not presented
Net income $ 3,026

~~The following table presents earnings per share for the six months ended March 31, 2021:~~


		Basic Earnings Per Share					Diluted Earnings Per Share							Basic Earnings Per Share					Diluted Earnings Per Share
		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)			Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)(2)		Income Allocation (A)(1)		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)(2)
		(in millions, except per share data)												(in millions, except per share data)
Class A common stock	Class A common stock	$	4,752	1,695	$	2.80	$	6,152	2,196	(3)	$	2.80	Class A common stock	$	3,065	1,669	$	1.84	$	3,959	2,159	(3)	$	1.83
Class B common stock	Class B common stock	1,117		245	$	4.55	$	1,116	245		$	4.54	Class B common stock	732		245	$	2.98	$	731	245		$	2.98
Class C common stock	Class C common stock	120		11	$	11.22	$	120	11		$	11.20	Class C common stock	74		10	$	7.35	$	74	10		$	7.34
Participating securities	Participating securities	163		Not presented	Not presented		$	163	Not presented		Not presented		Participating securities	88		Not presented	Not presented		$	88	Not presented		Not presented
Net income	Net income	$	6,152										Net income	$	3,959

(1)The weighted-average number of shares of as-converted class B common stock used in the income allocation was ~~397~~394 million and 398 million for the three months ended ~~March~~December 31, 2022 and ~~398 million for the six month ended March 31, 2022 and three and six months ended March 31, 2021.~~2021, respectively. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 39 million and 40 million for the three ~~and six~~ months ended ~~March~~December 31, 2022 and ~~43 million for the three and six months ended March 31, 2021.~~2021, respectively. The weighted-average number of shares of preferred stock included within participating securities was 613 million and 7 million of as-converted series A preferred stock for the three ~~and six~~ months ended ~~March~~December 31, 2022 and 122021, respectively, 7 million and ~~17 million of as-converted series A preferred stock for the three and six months ended March 31, 2021, respectively,~~ 16 million of as-converted series B preferred stock for the three ~~and six~~ months ended ~~March~~December 31, 2022 and 2021, respectively, and 11 million and 22 million of as-converted series C preferred stock for the three ~~and six~~ months ended ~~March~~December 31, 2022 and ~~2021.~~2021, respectively.

(2)Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share isare 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 six~~ months ended ~~March~~December 31, 2022 and 2021.

Note ~~11—~~10—Share-based Compensation

The ~~Company granted~~following table presents the ~~following~~ equity awards granted to employees and non-employee directors under the 2007 Equity Incentive Compensation Plan ~~or the EIP,~~(EIP) during the ~~six~~three months ended ~~March~~December 31, 2022:


		Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price			Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price
Non-qualified stock options	Non-qualified stock options	961,570	$	43.16	$	200.86	Non-qualified stock options	785,254	$	57.29	$	210.80
Restricted stock units	Restricted stock units	2,922,004	$	202.56			Restricted stock units	2,998,777	$	210.18
Performance-based shares(1)	Performance-based shares(1)	440,722	$	186.50			Performance-based shares(1)	457,178	$	216.08

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

~~Related to~~For the ~~EIP,~~three months ended December 31, 2022 and 2021, the Company recorded share-based compensation cost ~~net~~related to the EIP of ~~estimated forfeitures, of $181~~$170 million and ~~$148~~$121 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)

Note ~~12—~~11—Income Taxes

For the three ~~and six~~ months ended ~~March~~December 31, 2022 ~~the effective income tax rates were 20%~~ and ~~19%, respectively, and for the three and six months ended March 31,~~ 2021, the effective income tax rates were ~~17%.~~16% and 19%, respectively. The difference in the effective tax rates is primarily due to ~~$66~~a $142 million ~~and $147 million of~~ tax ~~benefits~~benefit related to prior years recognized during the three ~~and six~~ months ended ~~March~~December 31, ~~2021, respectively,~~2022 due to the reassessment of an uncertain tax position as a result of ~~the conclusion of audits by taxing authorities.~~new information obtained during an ongoing tax examination.

During the three ~~and six~~ months ended ~~March~~December 31, 2022, the Company’s gross ~~unrecognized tax benefits increased by $65 million~~ and ~~$143 million, respectively. The Company’s~~ net unrecognized tax benefits ~~that, if recognized, would favorably impact the effective tax rate, increased~~decreased by ~~$17~~$108 million and ~~$46~~$149 million, respectively. The ~~change~~decrease in unrecognized tax benefits is primarily related to the reassessment mentioned above, partially offset by an increase in gross timing differences as well as various tax positions across several jurisdictions.

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—~~12—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,~~For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has ~~not established reserves or ranges~~disclosed the nature of ~~possible loss related~~the claim. Additionally, unless otherwise disclosed below with respect to these proceedings, ~~as at this time in~~ the ~~proceedings,~~Company cannot provide an estimate of the ~~matters do not relate to a probable~~possible loss ~~and/or the amount~~ or range of ~~losses are not reasonably estimable.~~loss. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties.

The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date.

The following table summarizes the activity related to accrued litigation:


		Six Months Ended March 31,					Three Months Ended December 31,
		2022		2021			2022		2021
		(in millions)					(in millions)
Balance at beginning of period	Balance at beginning of period	$	983	$	914	Balance at beginning of period	$	1,456	$	983
Provision for uncovered legal matters	Provision for uncovered legal matters	1		3		Provision for uncovered legal matters	—		1
Provision for covered legal matters	Provision for covered legal matters	150		9		Provision for covered legal matters	347		146

Payments for legal matters	Payments for legal matters	(365)		(40)		Payments for legal matters	(101)		(103)
Balance at end of period	Balance at end of period	$	769	$	886	Balance at end of period	$	1,702	$	1,027

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—4—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,					Three Months Ended December 31,
		2022		2021			2022		2021
		(in millions)					(in millions)
Balance at beginning of period	Balance at beginning of period	$	881	$	888	Balance at beginning of period	$	1,441	$	881
Provision for interchange multidistrict litigation	Provision for interchange multidistrict litigation	145		—		Provision for interchange multidistrict litigation	341		145

Payments for U.S. covered litigation	Payments for U.S. covered litigation	(262)		(7)		Payments for U.S. covered litigation	(101)		—
Balance at end of period	Balance at end of period	$	764	$	881	Balance at end of period	$	1,681	$	1,026

During the ~~six~~three months ended ~~March~~December 31, 2022, the Company recorded an additional accrual of ~~$145~~$341 million and deposited ~~$250~~$350 million into the U.S. litigation escrow account to address claims ~~of certain merchants who opted out of~~associated with the ~~Amended Settlement Agreement. During the six months ended March 31, 2022, the Company paid $262 million for U.S. covered~~interchange multidistrict litigation. The U.S. covered litigation accrual balance is consistent with the Company’s best 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—4—U.S. and Europe Retrospective Responsibility Plans.

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


		Six Months Ended March 31,					Three Months Ended December 31,
		2022		2021			2022		2021
		(in millions)					(in millions)
Balance at beginning of period	Balance at beginning of period	$	102	$	21	Balance at beginning of period	$	11	$	102
Provision for VE territory covered litigation	Provision for VE territory covered litigation	5		9		Provision for VE territory covered litigation	6		1
Payments for VE territory covered litigation	Payments for VE territory covered litigation	(102)		(28)		Payments for VE territory covered litigation	—		(102)
Balance at end of period	Balance at end of period	$	5	$	2	Balance at end of period	$	17	$	1

U.S. Covered Litigation

Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions

Visa has reached settlements with a number of merchants representing approximately ~~50%~~62% 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~~proceedings have been commenced by more than 900 Merchants (the capitalized term ~~“Merchant,”~~“Merchant” when used in this section, means a ~~merchant~~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~~other countries 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~~and there are approximately 700 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.

Other Litigation

~~Pulse Network~~EMV Chip Liability Shift

On ~~April 5,~~November 30, 2022, Visa, jointly with other defendants, served a motion for summary judgment regarding the claims in the amended complaint and a motion to decertify the class.

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

On January 4, 2023, the Antitrust Division of the U.S. ~~Court~~Department of ~~Appeals for~~Justice (Division) issued a further Civil Investigative Demand seeking additional documents and information focusing on U.S. debit and competition with other payment methods and networks. Visa is cooperating with the ~~Fifth Circuit reversed,~~Division in ~~part,~~connection with 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 March 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.investigation.

Foreign Currency Exchange Rate Litigation

On December ~~6, 2021,~~21, 2022, plaintiffs filed a third amended complaint asserting the same claims as asserted in the prior complaints.

European Commission Client Incentive Agreements Investigation

On December 2, 2022, the European Commission (EC) informed Visa that it had opened a preliminary investigation into Visa’s incentive agreements with clients. Visa is cooperating with the EC in connection with the investigation.

Consumer Interchange Litigation

On December 30, 2022, a putative class action was filed in California state court against Visa, Mastercard, and certain financial institutions on behalf of all Visa and Mastercard cardholders in California who made a purchase using a Visa-branded or Mastercard-branded payment card in California from January 1, 2004. Plaintiffs primarily allege a conspiracy to fix interchange fees and seek injunctive relief, attorneys’ fees and damages as direct and indirect purchasers based on alleged violations of California law. On January 11, 2023, plaintiffs filed an amended complaint ~~making similar allegations regarding~~asserting 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 transactionsame claims as asserted 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 amendedprior 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”~~(Visa, we, us, our or the ~~“Company”)~~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;~~war in Ukraine; the ongoing effects of the COVID-19 pandemic, ~~as well as~~including 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,~~2022, and ~~our~~any 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~~set 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~~institution and ~~merchants~~merchant clients 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 December 31,
		2022		2021		% Change(1)		2022		2021		% Change(1)				2022		2021		% Change(1)
		(in millions, except percentages and per share data)														(in millions, except percentages and per share data)
Net revenues	Net revenues	$	7,189	$	5,729	25	%	$	14,248	$	11,416	25	%	Net revenues		$	7,936	$	7,059	12	%
Operating expenses	Operating expenses	$	2,387	$	2,148	11	%	$	4,670	$	3,991	17	%	Operating expenses		$	2,846	$	2,283	25	%
Net income	Net income	$	3,647	$	3,026	21	%	$	7,606	$	6,152	24	%	Net income		$	4,179	$	3,959	6	%
Diluted earnings per share	Diluted earnings per share	$	1.70	$	1.38	23	%	$	3.54	$	2.80	26	%	Diluted earnings per share		$	1.99	$	1.83	8	%

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)		$	2,439	$	2,115	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)		$	4,581	$	3,901	17	%
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)		$	2.18	$	1.81	21	%

(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~~In March 2022, ~~that~~ we ~~were suspending~~suspended our operations in ~~Russia. As~~Russia and 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, we have deconsolidated our Russian subsidiary, as required under U.S. GAAP. For the ~~first half of fiscal 2022 and full year fiscal~~three months ended December 31, 2021, total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, ~~were~~was approximately 4% of our consolidated net revenues.

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~~The continuing effects of the ~~evolving COVID-19 pandemic continue, our priority remains the safety of our employees, clients and the communities~~war in ~~which we live and operate. We are taking a phased approach to reopening our offices, with 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,~~I, Item 1A “Risk Factors” in ~~this~~our Annual Report on Form 10-K for the year ended September 30, 2022 ~~Form 10-Q.~~. We will continue to evaluate the nature and extent of the impact to our business.

Highlights for the first ~~half~~quarter of fiscal ~~2022.~~2023. For the three ~~and six~~ months ended ~~March~~December 31, 2022, net revenues increased ~~25%~~12% over ~~both~~ the prior-year comparable ~~periods,~~period, primarily due to the growth in nominal ~~payments~~cross-border volume, processed transactions and nominal ~~cross-border~~payments volume, partially offset by higher client incentives. ~~Net revenues were also positively impacted by our suspension of operations in Russia. See~~ ~~Results of Operations~~—~~Net Revenues~~ ~~below for further discussion.~~ During the three ~~and six~~ months ended ~~March~~December 31, 2022, exchange rate

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movements ~~and our hedging program~~ negatively impacted our net revenues growth by approximately ~~one~~three percentage ~~point.~~points.

For the three ~~and six~~ months ended ~~March~~December 31, 2022, GAAP operating expenses increased ~~11% and 17%~~25% over the prior-year comparable ~~periods, respectively,~~period primarily ~~driven by~~due to higher expenses related to personnel ~~expense reflecting our strategy to invest in future growth~~ 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. For the six months ended March 31, 2022, GAAP operating expenses also included higher litigation provision. See Results of Operations—Operating Expenses below for further discussion. During the three ~~and six~~ months ended ~~March~~December 31, 2022, exchange rate movements positively impacted our operating expense growth by approximately ~~three~~one-and-a-half percentage ~~points and two percentage points, respectively.~~points.

For the three ~~and six~~ months ended ~~March~~December 31, 2022, non-GAAP operating expenses increased ~~16%~~15% over ~~both~~ the ~~prior-year~~prior year comparable ~~periods,~~period primarily due to higher ~~marketing expense as we lapped planned delays in spending in the prior year, higher~~ personnel ~~expense reflecting our strategy to invest in future growth~~ and ~~higher~~ general and administrative ~~expense related to the suspension~~expenses.

Table of ~~our operations in Russia and higher usage of travel related card benefits.~~

~~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).Contents

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 ~~six~~three months ended ~~March~~December 31, 2022, we recorded an additional accrual of ~~$145~~$341 million to address claims associated with the interchange multidistrict litigation. We also ~~deposited $250~~made deposits of $350 million into the U.S. litigation escrow account. See Note 5—4—U.S. and Europe Retrospective Responsibility Plans and Note ~~13—~~12—Legal Matters to our unaudited consolidated financial statements.

Common stock repurchases. In ~~December 2021,~~October 2022, our board of directors authorized a $12.0 billion share repurchase program. Previously, in December 2021, our board of directors authorized a $12.0 billion share repurchase program. During the ~~six~~three months ended ~~March~~December 31, 2022, we repurchased 3416 million shares of our class A common stock in the open market for ~~$7.1~~$3.1 billion. As of ~~March~~December 31, 2022, our repurchase ~~program~~programs had remaining authorized funds of ~~$9.8~~$14.1 billion. See Note 9—8—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.

•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 ~~six~~three months ended ~~March~~December 31, 2022 and 2021, we recorded an additional accrual to address claims associated with the interchange multidistrict litigation of $341 million and $145 million, respectively, and related tax benefit of $76 million and $32 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 at which shares of our class B common stock toconvert into shares of class A common stock. See Note 5—4—U.S. and Europe Retrospective Responsibility Plansand Note ~~13—~~12—Legal Mattersto our unaudited consolidated financial statements.

•~~Russia-Ukraine charges.~~ ~~During the three and six months ended March 31, 2022, we recorded a loss within general and administrative expense~~Table 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.Contents

•~~Indirect taxes~~. During the three and six months ended March 31, 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, 2022
Operating Expenses Non-operating Income (Expense) Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
(in millions, except percentages and per share data)
As reported $ 2,387 $ (260) $ 895 19.7 % $ 3,647 $ 1.70
(Gains) losses on equity investments, net — 127 28 99 0.05
Amortization of acquired intangible assets (20) — 4 16 0.01
Acquisition-related costs (20) — 2 18 0.01
Russia-Ukraine charges (60) — 4 56 0.03
Non-GAAP $ 2,287 $ (133) $ 933 19.6 % $ 3,836 $ 1.79

~~Table of Contents~~


	Three Months Ended December 31, 2022
	Operating Expenses		Non-operating Income (Expense)		Income Tax Provision		Effective Income Tax Rate(1)		Net Income		Diluted Earnings Per Share(1)
	(in millions, except percentages and per share data)
As reported	$	2,846	$	(113)	$	798	16.0	%	$	4,179	$	1.99
(Gains) losses on equity investments, net	—		106		24				82		0.04
Amortization of acquired intangible assets	(43)		—		9				34		0.02
Acquisition-related costs	(23)		—		2				21		0.01

Litigation provision	(341)		—		76				265		0.13

Non-GAAP	$	2,439	$	(7)	$	909	16.5	%	$	4,581	$	2.18

Six Months Ended March 31, 2022
Operating Expenses Non-operating Income (Expense) Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
(in millions, except percentages and per share data)
As reported $ 4,670 $ (139) $ 1,833 19.4 % $ 7,606 $ 3.54
(Gains) losses on equity investments, net — (104) (14) (90) (0.04)
Amortization of acquired intangible assets (33) — 7 26 0.01
Acquisition-related costs (30) — 4 26 0.01
Litigation provision (145) — 32 113 0.05
Russia-Ukraine charges (60) — 4 56 0.03
Non-GAAP $ 4,402 $ (243) $ 1,866 19.4 % $ 7,737 $ 3.60

Three Months Ended March 31, 2021
Operating Expenses Non-operating Income (Expense) Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
(in millions, except percentages and per share data)
As reported $ 2,148 $ 47 $ 602 16.6 % $ 3,026 $ 1.38
(Gains) losses on equity investments, net — (156) (35) (121) (0.05)
Amortization of acquired intangible assets (13) — 3 10 —
Acquisition-related costs (5) — 1 4 —
Indirect taxes (152) — 40 112 0.05
Non-GAAP $ 1,978 $ (109) $ 611 16.8 % $ 3,031 $ 1.38


		Six Months Ended March 31, 2021										Three Months Ended December 31, 2021
		Operating Expenses		Non-operating Income (Expense)		Income Tax Provision		Effective Income Tax Rate(1)		Net Income			Diluted Earnings Per Share(1)			Operating Expenses		Non-operating Income (Expense)		Income Tax Provision		Effective Income Tax Rate(1)		Net Income		Diluted Earnings Per Share(1)
		(in millions, except percentages and per share data)										(in millions, except percentages and per share data)
As reported	As reported	$	3,991	$	(49)	$	1,224	16.6	%	$	6,152		$	2.80	As reported	$	2,283	$	121	$	938	19.1	%	$	3,959	$	1.83
(Gains) losses on equity investments, net	(Gains) losses on equity investments, net	—		(172)		(39)				(133)			(0.06)		(Gains) losses on equity investments, net	—		(231)		(42)				(189)		(0.09)
Amortization of acquired intangible assets	Amortization of acquired intangible assets	(25)		—		6				19			0.01		Amortization of acquired intangible assets	(13)		—		3				10		—
Acquisition-related costs	Acquisition-related costs	(8)		—		2				6			—		Acquisition-related costs	(10)		—		2				8		—
Indirect taxes		(152)		—		40				112			0.05
Litigation provision															Litigation provision	(145)		—		32				113		0.05

Non-GAAP	Non-GAAP	$	3,806	$	(221)	$	1,233	16.7	%	$	6,156		$	2.80	Non-GAAP	$	2,115	$	(110)	$	933	19.3	%	$	3,901	$	1.81

(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.

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.						International						Visa Inc.							U.S.						International						Visa Inc.
		Three Months Ended December 31,(1)						Three Months Ended December 31,(1)						Three Months Ended December 31,(1)							Three Months Ended September 30,(1)						Three Months Ended September 30,(1)						Three Months Ended September 30,(1)
		2021		2020		% Change(2)		2021		2020		% Change(2)		2021		2020		% Change(2)			2022		2021		% Change(2)		2022		2021		% Change(2)		2022		2021		% Change(2)
		(in billions, except percentages)																			(in billions, except percentages)
Nominal payments volume	Nominal payments volume																			Nominal payments volume
Consumer credit	Consumer credit	$	525	$	414	27	%	$	707	$	620	14	%	$	1,232	$	1,034	19	%	Consumer credit	$	551	$	480	15	%	$	684	$	652	5	%	$	1,236	$	1,132	9	%
Consumer debit(3)	Consumer debit(3)	651		556		17	%	733		613		20	%	1,384		1,169		18	%	Consumer debit(3)	682		640		6	%	635		692		(8	%)	1,317		1,332		(1	%)
Commercial(4)	Commercial(4)	218		171		28	%	128		103		25	%	347		273		27	%	Commercial(4)	247		206		20	%	130		118		11	%	377		323		17	%
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)	$	1,480	$	1,326	12	%	$	1,449	$	1,461	(1	%)	$	2,929	$	2,787	5	%
Cash volume(5)	Cash volume(5)	153		143		7	%	514		497		3	%	667		640		4	%	Cash volume(5)	155		179		(13	%)	451		496		(9	%)	606		675		(10	%)
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)	$	1,635	$	1,505	9	%	$	1,900	$	1,958	(3	%)	$	3,535	$	3,462	2	%

		U.S.						International						Visa Inc.
		Six Months Ended December 31,(1)						Six Months Ended December 31,(1)						Six Months Ended December 31,(1)
		2021		2020		% Change(2)		2021		2020		% Change(2)		2021		2020		% Change(2)
		(in billions, except percentages)
Nominal payments volume
Consumer credit		$	1,004	$	791	27	%	$	1,359	$	1,194	14	%	$	2,363	$	1,985	19	%
Consumer debit(3)		1,291		1,111		16	%	1,424		1,198		19	%	2,715		2,309		18	%
Commercial(4)		423		334		27	%	246		197		25	%	669		531		26	%
Total nominal payments volume(2)		$	2,719	$	2,237	22	%	$	3,028	$	2,589	17	%	$	5,747	$	4,825	19	%
Cash volume(5)		332		308		8	%	1,011		979		3	%	1,342		1,287		4	%
Total nominal volume(2),(6)		$	3,050	$	2,545	20	%	$	4,039	$	3,567	13	%	$	7,089	$	6,112	16	%

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


		International				Visa Inc.				International				Visa Inc.					International				Visa 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 September 30, 2022 vs. 2021(1),(2)				Three Months Ended September 30, 2022 vs. 2021(1),(2)
		Nominal		Constant(7)		Nominal		Constant(7)		Nominal		Constant(7)		Nominal		Constant(7)			Nominal		Constant(7)		Nominal		Constant(7)
Payments volume growth	Payments volume growth																	Payments volume growth
Consumer credit growth	Consumer credit growth	14	%	16	%	19	%	20	%	14	%	14	%	19	%	19	%	Consumer credit growth	5	%	16	%	9	%	15	%
Consumer debit growth(3)	Consumer debit growth(3)	20	%	20	%	18	%	19	%	19	%	17	%	18	%	17	%	Consumer debit growth(3)	(8	%)	1	%	(1	%)	4	%
Commercial growth(4)	Commercial growth(4)	25	%	28	%	27	%	28	%	25	%	24	%	26	%	26	%	Commercial growth(4)	11	%	25	%	17	%	22	%
Total payments volume growth	Total payments volume growth	17	%	19	%	20	%	20	%	17	%	16	%	19	%	19	%	Total payments volume growth	(1	%)	9	%	5	%	10	%
Cash volume growth(5)	Cash volume growth(5)	3	%	7	%	4	%	7	%	3	%	5	%	4	%	6	%	Cash volume growth(5)	(9	%)	(2	%)	(10	%)	(5	%)
Total volume growth	Total volume growth	14	%	15	%	16	%	18	%	13	%	13	%	16	%	16	%	Total volume growth	(3	%)	6	%	2	%	7	%

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

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

(3)Includes consumer prepaid volume and Interlink volume.

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

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

(6)Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal 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.

~~Table of Contents~~

The following table presents the number of processed transactions:


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended December 31,
		2022	2021	% Change(1)		2022	2021	% Change(1)			2022	2021	% Change(1)
		(in millions, except percentages)									(in millions, except percentages)
Visa processed transactions	Visa processed transactions	44,807	37,644	19	%	92,366	76,857	20	%	Visa processed transactions	52,512	47,558	10	%

(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.

Table of Contents

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 December 31,
		2022		2021		% Change(1)		2022		2021			% Change(1)				2022		2021		% 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.		$	3,567	$	3,178	12	%
International	International	4,110		3,046		35	%	7,991		6,066			32	%	International		4,369		3,881		13	%
Net revenues	Net revenues	$	7,189	$	5,729	25	%	$	14,248	$	11,416		25	%	Net revenues		$	7,936	$	7,059	12	%

(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-month comparable periods~~ primarily due to the growth in nominal ~~payments~~cross-border volume, processed transactions and nominal ~~cross-border~~payments volume, partially offset by higher client incentives. ~~Net revenues were also positively impacted by our suspension of operations in Russia. See further discussion below.~~

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 six~~ months ended ~~March~~December 31, 2022, exchange rate movements ~~and our hedging program~~ negatively impacted our net revenues growth by approximately ~~one~~three percentage ~~point.~~points.

The following table presents the components of our net revenues:


		Three Months Ended March 31,				Six Months Ended March 31,						Three Months Ended December 31,
		2022		2021		% Change(1)		2022		2021			% Change(1)				2022		2021		% Change(1)
		(in millions, except percentages)														(in millions, except percentages)
Service revenues	Service revenues	$	3,521	$	2,845	24	%	$	6,714	$	5,522		22	%	Service revenues		$	3,511	$	3,193	10	%
Data processing revenues	Data processing revenues	3,480		2,996		16	%	7,094		6,029			18	%	Data processing revenues		3,827		3,614		6	%
International transaction revenues	International transaction revenues	2,208		1,488		48	%	4,382		2,939			49	%	International transaction revenues		2,797		2,174		29	%
Other revenues	Other revenues	474		392		21	%	923		776			19	%	Other revenues		587		449		31	%
Client incentives	Client incentives	(2,494)		(1,992)		25	%	(4,865)		(3,850)			26	%	Client incentives		(2,786)		(2,371)		18	%
Net revenues	Net revenues	$	7,189	$	5,729	25	%	$	14,248	$	11,416		25	%	Net revenues		$	7,936	$	7,059	12	%

(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% and 19%~~5% growth in nominal payments volume, ~~during~~despite the ~~three and six-month comparable periods, respectively. In addition, while we normally would have recognized revenues in fiscal third quarter based on fiscal second quarter payments volume, as a result~~impact of ~~the~~our suspension of ~~our~~ operations in ~~Russia, this quarter we recognized~~Russia. Service revenues ~~from our Russian clients based on fiscal second quarter payments volume.~~also increased due to business mix, select pricing modifications and card benefits.

~~Table of Contents~~

•Data processing revenues increased primarily due to overall growth in processed transactions of ~~19% and 20% during the three and six-month comparable periods, respectively,~~10%, partially offset by ~~unfavorable business mix.~~our suspension of operations in Russia.

•International transaction revenues increased primarily due to growth in nominal cross-border volumes of 22%, excluding transactions within ~~Europe, of 42% and 45% during the three and six-month comparable periods, respectively.~~Europe. 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 ~~higher~~value added services revenues tied to marketing and consulting ~~and marketing~~services, acquisition-related revenues and ~~other value added services.~~select pricing modifications.

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

Table of Contents

Operating Expenses

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

Three Months Ended
March 31, Six Months Ended
March 31,
2022 2021
%
Change(1)
2022 2021
%
Change(1)
(in millions, except percentages)
Personnel $ 1,226 $ 1,114 10 % $ 2,351 $ 2,095 12 %
Marketing 314 206 53 % 594 411 45 %
Network and processing 190 179 7 % 380 352 8 %
Professional fees 125 82 53 % 225 165 36 %
Depreciation and amortization 207 201 3 % 405 398 2 %
General and administrative 325 363 (10 %) 567 566 — %
Litigation provision — 3 NM 148 4 NM
Total operating expenses $ 2,387 $ 2,148 11 % $ 4,670 $ 3,991 17 %

~~NM - Not meaningful~~


	Three Months Ended December 31,
		2022		2021		% Change(1)
		(in millions, except percentages)
Personnel		$	1,337	$	1,125	19	%
Marketing		332		280		18	%
Network and processing		178		190		(6	%)
Professional fees		109		100		9	%
Depreciation and amortization		227		198		15	%
General and administrative		322		242		33	%
Litigation provision		341		148		130	%
Total operating expenses		$	2,846	$	2,283	25	%

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

Total operating expenses increased primarily due to the planned delay of our spend as revenue was impacted by the COVID-19 pandemic in the first half of the prior year. Total operating expenses were also impacted by Russia’s invasion of Ukraine.

•Personnel expenses increased primarily due to higher ~~headcount~~number of employees and compensation, reflecting our strategy to invest in future growth, ~~and expenses incurred as a result of steps taken to support our employees in Russia and Ukraine.~~including acquisitions.

•Marketing expenses increased ~~as we lapped planned delays in spending in the prior year as well as higher~~primarily due to increased spending in various campaigns, including the ~~Beijing~~FIFA World Cup 2022 ~~Olympics Winter Games,~~TM and client ~~marketing~~.marketing.

•Network and processing expenses~~increased~~ ~~mainly~~decreased primarily due to ~~higher~~the absence of fees associated with the processing of Russian domestic transactions as a result of our suspension of operations in Russia, partially offset by continued technology and processing network investments to support growth.

•~~Professional fees~~Depreciation and amortization expenses increased primarily due to ~~higher consulting fees as we lapped planned delays in spending in the prior year.~~additional depreciation and amortization from our acquisitions and on-going investments.

•General and administrative expenses ~~decreased and was approximately flat during the three and six months ended March 31, 2022, respectively,~~increased primarily due to ~~a one-time charge of indirect taxes~~an increase in ~~the prior year, partially offset by increases in~~travel expenses, ~~due to the suspension of our operations in Russia, deconsolidation of our Russian subsidiary~~unfavorable foreign currency fluctuations, and higher usage of travel related card benefits.

~~Table of Contents~~

•Litigation provision increased ~~during the six months ended March 31, 2022~~ primarily due to an ~~additional $145 million~~increase in accrual related to the U.S. covered litigation. See Note ~~5—U.S. and Europe Retrospective Responsibility Plans~~ ~~and~~ ~~Note 13—~~12—Legal Mattersto our unaudited consolidated financial statements.

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,
2022 2021
%
Change(1)
2022 2021
%
Change(1)
(in millions, except percentages)
Interest expense, net $ (134) $ (121) 10 % $ (268) $ (257) 4 %
Investment income and other (126) 168 (174 %) 129 208 (38 %)
Total non-operating income (expense) $ (260) $ 47 (644 %) $ (139) $ (49) 185 %


	Three Months Ended December 31,
		2022		2021		% Change(1)
		(in millions, except percentages)
Interest expense		$	(137)	$	(134)	2	%
Investment income (expense) and other		24		255		(91	%)
Total non-operating income (expense)		$	(113)	$	121	(194	%)

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

•Interest expense ~~net~~ increased ~~in the three~~primarily due to lower income from derivative instruments and ~~six months ended March 31, 2022 primarily as a result of~~ higher interest expense related to ~~income taxes liabilities. The increase~~the issuance of debt in ~~the six months ended March 31,~~fiscal 2022, ~~was~~ partially offset by ~~lower interest expense due to lower outstanding debt and derivative instruments that lowered~~a discrete tax benefit recognized during the ~~cost of borrowing.~~three months ended December 31, 2022.

•Investment income (expense) and other decreased ~~in the three months ended March 31, 2022~~ primarily due to losses on our equity ~~investments. Investment~~investments, partially offset by higher interest income ~~and other decreased in the six months ended March 31, 2022 primarily due to lower gains~~ on our ~~equity~~cash and investments.

Table of Contents

Effective Income Tax Rate

The following table presents our effective income tax rates:

Three Months Ended
March 31, Six Months Ended
March 31,
2022 2021 2022 2021
Effective income tax rate 20 % 17 % 19 % 17 %


	Three Months Ended December 31,
	2022		2021
Effective income tax rate	16	%	19	%

The difference in the effective tax rates is primarily due to ~~$66~~a $142 million ~~and $147 million of~~ tax ~~benefits~~benefit related to prior years recognized during the three ~~and six~~ months ended ~~March~~December 31, ~~2021, respectively,~~2022 due to the reassessment of an uncertain tax position as a result of ~~the conclusion of audits by taxing authorities.~~new information obtained during an ongoing tax examination.

~~Table of Contents~~

Liquidity and Capital Resources

Cash Flow Data

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


		Six Months Ended March 31,					Three Months Ended December 31,
		2022		2021			2022		2021
		(in millions)					(in millions)
Total cash provided by (used in):	Total cash provided by (used in):					Total cash provided by (used in):
Operating activities	Operating activities	$	7,721	$	6,842	Operating activities	$	4,171	$	4,232
Investing activities	Investing activities	(2,332)		1,474		Investing activities	(510)		(547)
Financing activities	Financing activities	(8,367)		(7,945)		Financing activities	(6,347)		(4,967)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(305)		16		Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	692		(194)
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	Increase (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	$	(1,994)	$	(1,476)

Operating activities. Cash provided by operating activities for the ~~six~~three months ended ~~March~~December 31, 2022 was ~~higher~~lower than the prior-year comparable period primarily due to higher incentive payments, partially offset by continued growth in our underlying ~~business, partially offset by higher client incentive payments.~~business.

Investing activities. Cash ~~was~~ used in investing activities for the ~~six~~three months ended ~~March~~December 31, 2022 ~~as compared to cash provided by investing activities during~~was lower than the prior-year comparable period primarily due to ~~higher~~the absence of cash paid for acquisitions combined with cash received from the settlement of net investment hedge derivative instruments in the current year, partially offset by higher purchases, net of ~~cash and restricted cash acquired, and lower proceeds from~~ sales and maturities, ~~net of purchases~~ of investment securities. ~~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 ~~six~~three months ended ~~March~~December 31, 2022 was higher than the prior-year comparable period primarily due to ~~higher share repurchases~~the principal debt payment upon maturity of our December 2022 senior notes and higher dividends paid, partially offset by ~~the absence of the principal debt payment made in the prior year and proceeds from the issuance of commercial paper in the current year.~~lower share repurchases. See Note 7—6—Debt and ~~and~~ Note 9—8—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, 2022~~Table of ~~$300 million was fully repaid in April 2022. See~~ Contents~~Note 7—Debt~~ ~~to our unaudited consolidated financial statements.~~

Uses of Liquidity

There has been no significant change to our primary uses of liquidity since September 30, ~~2021,~~2022, except as discussed below.

Common stock repurchases. During the ~~six~~three months ended ~~March~~December 31, 2022, we repurchased shares of our class A common stock in the open market for ~~$7.1~~$3.1 billion. As of ~~March~~December 31, 2022, our repurchase ~~program~~programs had remaining authorized funds of ~~$9.8~~$14.1 billion. See Note 9—8—Stockholders’ Equity to our unaudited consolidated financial statements.

~~Table of Contents~~

Dividends. During the ~~six~~three months ended ~~March~~December 31, 2022, we declared and paid ~~$1.6 billion~~$945 million in dividends to holders of our common and preferred stock. On ~~April 22, 2022,~~January 24, 2023, our board of directors declared a quarterly cash dividend ~~in the amount~~ of ~~$0.375~~$0.45 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—8—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~~During the three months ended December 31, 2022, we repaid $2.25 billion of principal upon maturity of 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.~~senior notes. See Note 7—6—Debt to our unaudited consolidated financial statements.

Litigation. During the three months ended December ~~2021,~~31, 2022, we deposited ~~$250~~$350 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~~December 31, 2022 was ~~$882 million~~$1.7 billion and is reflected as restricted cash in our consolidated balance sheets. See Note 5—4—U.S. and Europe Retrospective Responsibility Plans and Note ~~13—~~12—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”)~~(FASB) issued Accounting Standards Update ~~(“ASU”)~~(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~~amendments to this standard. The amendments in the ASU are effective upon issuance through December 31, ~~2022. We are evaluating the effect~~2024. The adoption of ASU 2020-04 and its subsequent ~~amendment will have on our consolidated financial statements. The adoption~~amendments 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.~~2022.


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 ~~second~~first quarter of fiscal ~~2022~~2023 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—~~12—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 to~~For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2021, other than as set forth below~~.

~~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 conditions2022.

~~Table of Contents~~

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~~three months ended ~~March~~December 31, 2022:

Period Total Number
of Shares
Purchased Average Purchase Price
per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(1)
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 5 $ 211.99 5 $ 11,570
February 1 - 28, 2022 2 $ 222.50 2 $ 11,059
March 1 - 31, 2022 7 $ 204.65 7 $ 9,690
Total 14 $ 210.19 14


Period	Total Number of Shares Purchased	Average Purchase Price per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)
	(in millions, except per share data)
October 1 - 31, 2022	6	$	188.21	6	$	15,885
November 1 - 30, 2022	5	$	204.28	5	$	14,900
December 1 - 31, 2022	5	$	208.21	5	$	14,000
Total	16	$	198.74	16

(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—8—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.

4035

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ITEM 6.			Exhibits.

EXHIBIT INDEX

Incorporated by Reference

Exhibit
Number

Description of Documents

Schedule/ Form

File Number

Exhibit

Filing Date

31.1+

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

31.2+

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

32.1+

Section 1350 Certification of Principal Executive and Financial Officer

101.INS+

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

101.SCH+

Inline XBRL Taxonomy Extension Schema Document

101.CAL+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF+

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB+

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE+

Inline XBRL Taxonomy Extension Presentation Linkbase Document

~~104~~104+

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



+			Filed or furnished herewith.

4136

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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:

~~April 28, 2022~~January 27, 2023

By:

/s/ Alfred F. Kelly, Jr.

Name:

Alfred F. Kelly, Jr.

Title:

Chairman and Chief Executive Officer
(Principal Executive Officer)

Date:

~~April 28, 2022~~January 27, 2023

By:

/s/ Vasant M. Prabhu

Name:

Vasant M. Prabhu

Title:

Vice Chair, Chief Financial Officer
(Principal Financial Officer)

Date:

~~April 28, 2022~~January 27, 2023

By:

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

Name:

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

Title:

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

4237


	Three Months Ended March 31, 2022
	Preferred Stock				Common Stock					Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity
	Series A		Series B	Series C	Class A		Class B	Class C
	(in millions, except per share data)
Balance as of December 31, 2021	—	(1)	2	3	1,661		245	10		$	2,995	$	(111)	$	18,776	$	14,606	$	(72)	$	36,194
Net income																3,647				3,647
Other comprehensive income (loss), net of tax																		(333)		(333)
Comprehensive income																				3,314

VE territory covered losses incurred												(9)								(9)

Conversion of series A preferred stock upon sales into public market	—	(1)			—	(1)				(8)				8						—
Conversion of class C common stock upon sales into public market					—	(1)		—	(1)											—
Share-based compensation, net of forfeitures														190						190
Vesting of restricted stock and performance-based shares					—	(1)														—
Restricted stock and performance-based shares settled in cash for taxes					—	(1)								(3)						(3)
Cash proceeds from issuance of class A common stock under employee equity plans					2									54						54
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock																(802)				(802)
Repurchase of class A common stock					(15)									(149)		(2,800)				(2,949)
Balance as of March 31, 2022	—	(1)	2	3	1,648		245	10		$	2,987	$	(120)	$	18,876	$	14,651	$	(405)	$	35,989


	Six Months Ended March 31, 2022
	Preferred Stock				Common Stock					Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity
	Series A		Series B	Series C	Class A		Class B	Class C
	(in millions, except per share data)
Balance as of September 30, 2021	—	(1)	2	3	1,677		245	10		$	3,080	$	(133)	$	18,855	$	15,351	$	436	$	37,589
Net income																7,606				7,606
Other comprehensive income (loss), net of tax																		(841)		(841)
Comprehensive income																				6,765
VE territory covered losses incurred												(16)								(16)
Recovery through conversion rate adjustment										(29)		29								—
Conversion of series A preferred stock upon sales into public market	—	(1)			1					(64)				64						—
Conversion of class C common stock upon sales into public market					—	(1)		—	(1)											—
Share-based compensation, net of forfeitures														318						318
Vesting of restricted stock and performance-based shares					2															—
Restricted stock and performance-based shares settled in cash for taxes					—	(1)								(116)						(116)
Cash proceeds from issuance of class A common stock under employee equity plans					2									113						113
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock																(1,611)				(1,611)
Repurchase of class A common stock					(34)									(358)		(6,695)				(7,053)
Balance as of March 31, 2022	—	(1)	2	3	1,648		245	10		$	2,987	$	(120)	$	18,876	$	14,651	$	(405)	$	35,989


	Three Months Ended March 31, 2021
	Preferred Stock				Common Stock					Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity
	Series A		Series B	Series C	Class A		Class B	Class C
	(in millions, except per share data)
Balance as of December 31, 2020	—	(1)	2	3	1,696		245	11		$	3,683	$	(34)	$	18,063	$	14,813	$	1,154	$	37,679
Net income																3,026				3,026
Other comprehensive income (loss), net of tax																		(782)		(782)
Comprehensive income																				2,244

VE territory covered losses incurred												(7)								(7)

Conversion of series A preferred stock upon sales into public market	—	(1)			5					(336)				336						—
Conversion of class C common stock upon sales into public market					—	(1)		—	(1)											—
Share-based compensation, net of forfeitures														153						153
Vesting of restricted stock and performance-based shares					—	(1)														—
Restricted stock and performance-based shares settled in cash for taxes					—	(1)								(6)						(6)
Cash proceeds from issuance of class A common stock under employee equity plans					1									47						47
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock																(701)				(701)
Repurchase of class A common stock					(8)									(88)		(1,625)				(1,713)
Balance as of March 31, 2021	—	(1)	2	3	1,694		245	11		$	3,347	$	(41)	$	18,505	$	15,513	$	372	$	37,696


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