UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~June 30, 2022~~March 31, 2023


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

For the transition period from to

Commission file number 001-33977

VISA INC.

(Exact name of Registrant as specified in its charter)


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

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

(650) 432-3200

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

New York Stock Exchange

1.500% Senior Notes due 2026

V26

New York Stock Exchange

2.000% Senior Notes due 2029

V29

New York Stock Exchange

2.375% Senior Notes due 2034

V34

New York Stock Exchange

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

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of ~~July 20, 2022,~~April 19, 2023, there were ~~1,635,014,650~~1,618,223,392 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 ~~9,886,538~~9,580,212 shares outstanding of the registrant’s class C common stock, par value $0.0001 per share.

Table of Contents

VISA INC.

TABLE OF CONTENTS



		Page
PART I.	Financial Information	4

Item 1.	Financial Statements (Unaudited)	4
	Consolidated Balance Sheets—~~June~~March 31, 202 3 0 ~~, 2022~~ and September 30, ~~2021~~2022	4
	Consolidated Statements of Operations—Three and Six ~~Nine~~Months Ended ~~June~~March 31, 202 3 0 and 20 ~~, 2022 and 2021~~2 2	5
	Consolidated Statements of Comprehensive Income—Three ~~Three~~and Six ~~and~~ ~~Nine~~Months Ended ~~June~~March 31, 202 3 0 and 202 ~~, 2022 and 2021~~2	6
	Consolidated Statements of Changes in Equity—Three and Six ~~Nine~~Months Ended ~~June~~March 31, 202 3 0 and 202 ~~, 2022 and 2021~~2	7
	Consolidated Statements of Cash Flows—~~Nine~~Six Months Ended ~~June~~March 31, 202 3 0 and 202 ~~, 2022 and 2021~~2	11
	Notes to Consolidated Financial Statements (Unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2928
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4038
Item 4.	Controls and Procedures	4039

PART II.	Other Information	4140

Item 1.	Legal Proceedings	4140
Item 1A.	Risk Factors	4140
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4241
Item 3.	Defaults Upon Senior Securities	4241
Item 4.	Mine Safety Disclosures	4241
Item 5.	Other Information	4241
Item 6.	Exhibits	4342
	Signatures	4443

Table of Contents

PART I. FINANCIAL INFORMATION


ITEM 1.			Financial Statements (Unaudited)

VISA INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


		June 30, 2022		September 30, 2021			March 31, 2023		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	$	14,047	$	16,487	Cash and cash equivalents	$	13,842	$	15,689
Restricted cash equivalents—U.S. litigation escrow	Restricted cash equivalents—U.S. litigation escrow	1,483		894		Restricted cash equivalents—U.S. litigation escrow	1,616		1,449
Investment securities	Investment securities	3,309		2,025		Investment securities	2,752		2,833

Settlement receivable	Settlement receivable	1,860		1,758		Settlement receivable	1,942		1,932
Accounts receivable	Accounts receivable	2,021		1,968		Accounts receivable	2,122		2,020
Customer collateral	Customer collateral	2,261		2,260		Customer collateral	2,739		2,342
Current portion of client incentives	Current portion of client incentives	1,323		1,359		Current portion of client incentives	1,477		1,272
Prepaid expenses and other current assets	Prepaid expenses and other current assets	2,667		856		Prepaid expenses and other current assets	2,167		2,668
Total current assets	Total current assets	28,971		27,607		Total current assets	28,657		30,205
Investment securities	Investment securities	2,240		1,705		Investment securities	2,840		2,136
Client incentives	Client incentives	3,321		3,245		Client incentives	3,737		3,348
Property, equipment and technology, net	Property, equipment and technology, net	3,146		2,715		Property, equipment and technology, net	3,359		3,223
Goodwill	Goodwill	17,977		15,958		Goodwill	18,078		17,787
Intangible assets, net	Intangible assets, net	26,093		27,664		Intangible assets, net	26,574		25,065
Other assets	Other assets	3,662		4,002		Other assets	3,510		3,737
Total assets	Total assets	$	85,410	$	82,896	Total assets	$	86,755	$	85,501
Liabilities	Liabilities					Liabilities
Accounts payable	Accounts payable	$	228	$	266	Accounts payable	$	280	$	340
Settlement payable	Settlement payable	3,068		2,443		Settlement payable	3,069		3,281
Customer collateral	Customer collateral	2,261		2,260		Customer collateral	2,739		2,342
Accrued compensation and benefits	Accrued compensation and benefits	1,106		1,211		Accrued compensation and benefits	998		1,359
Client incentives	Client incentives	5,608		5,243		Client incentives	6,783		6,099
Accrued liabilities	Accrued liabilities	3,303		2,334		Accrued liabilities	3,626		3,726

Current maturities of debt	Current maturities of debt	3,249		999		Current maturities of debt	—		2,250
Accrued litigation	Accrued litigation	1,486		983		Accrued litigation	1,602		1,456
Total current liabilities	Total current liabilities	20,309		15,739		Total current liabilities	19,097		20,853
Long-term debt	Long-term debt	20,546		19,978		Long-term debt	20,606		20,200
Deferred tax liabilities	Deferred tax liabilities	5,685		6,128		Deferred tax liabilities	5,462		5,332
Other liabilities	Other liabilities	3,387		3,462		Other liabilities	3,025		3,535
Total liabilities	Total liabilities	49,927		45,307		Total liabilities	48,190		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 June 30, 2022 and September 30, 2021 (the “series A preferred stock”)		398		486
Series B convertible participating preferred stock, 2 shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series B preferred stock”)		936		1,071
Series C convertible participating preferred stock, 3 shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series C preferred stock”)		1,517		1,523
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 1,637 and 1,677 shares issued and outstanding at June 30, 2022 and September 30, 2021 respectively		—		—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at June 30, 2022 and September 30, 2021		—		—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 10 shares issued and outstanding at June 30, 2022 and September 30, 2021		—		—

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	1,885		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); 1,874 (Class A 1,619, 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); 1,874 (Class A 1,619, Class B 245, Class C 10) and 1,890 (Class A 1,635, Class B 245, Class C 10) shares issued and outstanding	20,095		19,545

Right to recover for covered losses	Right to recover for covered losses	(23)		(133)		Right to recover for covered losses	(35)		(35)
Additional paid-in capital		18,962		18,855

Accumulated income	Accumulated income	14,960		15,351		Accumulated income	17,610		16,116
Accumulated other comprehensive income (loss), net:	Accumulated other comprehensive income (loss), net:					Accumulated other comprehensive income (loss), net:
Investment securities	Investment securities	(74)		(1)		Investment securities	(66)		(106)
Defined benefit pension and other postretirement plans	Defined benefit pension and other postretirement plans	(48)		(49)		Defined benefit pension and other postretirement plans	(161)		(169)
Derivative instruments	Derivative instruments	135		(257)		Derivative instruments	(268)		418
Foreign currency translation adjustments	Foreign currency translation adjustments	(1,280)		743		Foreign currency translation adjustments	(495)		(2,512)
Total accumulated other comprehensive income (loss), net	Total accumulated other comprehensive income (loss), net	(1,267)		436		Total accumulated other comprehensive income (loss), net	(990)		(2,369)
Total equity	Total equity	35,483		37,589		Total equity	38,565		35,581
Total liabilities and equity	Total liabilities and equity	$	85,410	$	82,896	Total liabilities and equity	$	86,755	$	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 June 30,				Nine Months Ended June 30,					Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
		(in millions, except per share data)									(in millions, except per share data)

Net revenues	Net revenues	$	7,275	$	6,130	$	21,523	$	17,546	Net revenues	$	7,985	$	7,189	$	15,921	$	14,248

Operating Expenses	Operating Expenses									Operating Expenses
Personnel	Personnel	1,283		1,098		3,634		3,193		Personnel	1,515		1,226		2,852		2,351
Marketing	Marketing	313		268		907		679		Marketing	309		314		641		594
Network and processing	Network and processing	178		186		558		538		Network and processing	179		190		357		380
Professional fees	Professional fees	117		108		342		273		Professional fees	130		125		239		225
Depreciation and amortization	Depreciation and amortization	230		204		635		602		Depreciation and amortization	234		207		461		405
General and administrative	General and administrative	289		204		856		770		General and administrative	282		325		604		567
Litigation provision	Litigation provision	717		(2)		865		2		Litigation provision	—		—		341		148

Total operating expenses	Total operating expenses	3,127		2,066		7,797		6,057		Total operating expenses	2,649		2,387		5,495		4,670
Operating income	Operating income	4,148		4,064		13,726		11,489		Operating income	5,336		4,802		10,426		9,578

Non-operating Income (Expense)	Non-operating Income (Expense)									Non-operating Income (Expense)
Interest expense, net		(111)		(131)		(379)		(388)
Investment income and other		(208)		456		(79)		664
Interest expense										Interest expense	(142)		(134)		(279)		(268)
Investment income (expense) and other										Investment income (expense) and other	84		(126)		108		129
Total non-operating income (expense)	Total non-operating income (expense)	(319)		325		(458)		276		Total non-operating income (expense)	(58)		(260)		(171)		(139)
Income before income taxes	Income before income taxes	3,829		4,389		13,268		11,765		Income before income taxes	5,278		4,542		10,255		9,439
Income tax provision	Income tax provision	418		1,814		2,251		3,038		Income tax provision	1,021		895		1,819		1,833
Net income	Net income	$	3,411	$	2,575	$	11,017	$	8,727	Net income	$	4,257	$	3,647	$	8,436	$	7,606

Basic Earnings Per Share	Basic Earnings Per Share									Basic Earnings Per Share
Class A common stock	Class A common stock	$	1.60	$	1.18	$	5.15	$	3.99	Class A common stock	$	2.04	$	1.70	$	4.03	$	3.54
Class B common stock	Class B common stock	$	2.59	$	1.92	$	8.33	$	6.47	Class B common stock	$	3.26	$	2.76	$	6.45	$	5.74
Class C common stock	Class C common stock	$	6.42	$	4.72	$	20.58	$	15.94	Class C common stock	$	8.15	$	6.82	$	16.10	$	14.16

Basic Weighted-average Shares Outstanding	Basic Weighted-average Shares Outstanding									Basic Weighted-average Shares Outstanding
Class A common stock	Class A common stock	1,642		1,691		1,655		1,693		Class A common stock	1,624		1,654		1,627		1,662
Class B common stock	Class B common stock	245		245		245		245		Class B common stock	245		245		245		245
Class C common stock	Class C common stock	10		10		10		11		Class C common stock	10		10		10		10

Diluted Earnings Per Share	Diluted Earnings Per Share									Diluted Earnings Per Share
Class A common stock	Class A common stock	$	1.60	$	1.18	$	5.14	$	3.98	Class A common stock	$	2.03	$	1.70	$	4.02	$	3.54
Class B common stock	Class B common stock	$	2.59	$	1.91	$	8.33	$	6.46	Class B common stock	$	3.25	$	2.75	$	6.44	$	5.73
Class C common stock	Class C common stock	$	6.41	$	4.72	$	20.56	$	15.92	Class C common stock	$	8.14	$	6.81	$	16.09	$	14.15

Diluted Weighted-average Shares Outstanding	Diluted Weighted-average Shares Outstanding									Diluted Weighted-average Shares Outstanding
Class A common stock	Class A common stock	2,129		2,184		2,143		2,192		Class A common stock	2,093		2,142		2,098		2,150
Class B common stock	Class B common stock	245		245		245		245		Class B common stock	245		245		245		245
Class C common stock	Class C common stock	10		10		10		11		Class C common stock	10		10		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
June 30, Nine Months Ended
June 30,
2022 2021 2022 2021
(in millions)
Net income $ 3,411 $ 2,575 $ 11,017 $ 8,727
Other comprehensive income (loss), net of tax
Investment securities:
Net unrealized gain (loss) (43) (2) (93) (4)
Income tax effect 10 1 20 1
Reclassification adjustments — (1) — (1)
Defined benefit pension and other postretirement plans:
Net unrealized actuarial gain (loss) and prior service credit (cost) — — (1) (3)
Income tax effect — — — 2
Reclassification adjustments — 7 2 13
Income tax effect — (2) — (3)
Derivative instruments:
Net unrealized gain (loss) 348 (95) 539 (112)
Income tax effect (68) 22 (103) 28
Reclassification adjustments (9) 14 (48) 1
Income tax effect — (2) 4 3
Foreign currency translation adjustments (1,100) 287 (2,023) 322
Other comprehensive income (loss), net of tax (862) 229 (1,703) 247
Comprehensive income $ 2,549 $ 2,804 $ 9,314 $ 8,974


	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
	(in millions)
Net income	$	4,257	$	3,647	$	8,436	$	7,606
Other comprehensive income (loss):
Investment securities:
Net unrealized gain (loss)	36		(40)		51		(50)
Income tax effect	(8)		8		(11)		10


Defined benefit pension and other postretirement plans:
Net unrealized actuarial gain (loss) and prior service credit (cost)	3		(2)		5		(1)
Income tax effect	—		—		(1)		—
Reclassification adjustments	3		1		4		2

Derivative instruments:
Net unrealized gain (loss)	(75)		77		(191)		191
Income tax effect	17		(13)		31		(35)
Reclassification adjustments	6		(33)		(1)		(39)
Income tax effect	(3)		4		(7)		4
Foreign currency translation adjustments	290		(335)		1,499		(923)
Other comprehensive income (loss), net of tax	269		(333)		1,379		(841)
Comprehensive income	$	4,526	$	3,314	$	9,815	$	6,765

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

Table of Contents

VISA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

Three Months Ended June 30, 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 March 31, 2022 — (1) 2 3 1,648 245 10 $ 2,987 $ (120) $ 18,876 $ 14,651 $ (405) $ 35,989
Net income 3,411 3,411
Other comprehensive income (loss), net of tax (862) (862)
Comprehensive income 2,549
VE territory covered losses incurred (15) (15)
Recovery through conversion rate adjustment (112) 112 —
Conversion of series A preferred stock upon sales into public market — (1) — (1) (24) 24 —
Conversion of class C common stock upon sales into public market 1 — (1) —
Share-based compensation, net of forfeitures 152 152
Vesting of restricted stock and performance-based shares — (1) —
Restricted stock and performance-based shares settled in cash for taxes — (1) (1) (1)
Cash proceeds from issuance of class A common stock under employee equity plans — (1) 40 40
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock (798) (798)
Repurchase of class A common stock (12) (129) (2,304) (2,433)
Balance as of June 30, 2022 — (1) 2 3 1,637 245 10 $ 2,851 $ (23) $ 18,962 $ 14,960 $ (1,267) $ 35,483


	Three Months Ended March 31, 2023
	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 December 31, 2022	5		$	1,981	1,881		$	19,827	$	(28)	$	16,403	$	(1,259)	$	36,924
Net income											4,257				4,257
Other comprehensive income (loss), net of tax													269		269
VE territory covered losses incurred									(7)						(7)


Conversion to class A common stock upon sales into public market	—	(1)	(96)		2		96								—
Share-based compensation, net of forfeitures							223								223
Stock issued under equity plans					1		62								62
Restricted stock and performance-based shares settled in cash for taxes					—	(1)	(6)								(6)
Cash dividends declared and paid, at a quarterly amount of $0.45 per class A common stock											(941)				(941)
Repurchase of class A common stock					(10)		(107)				(2,109)				(2,216)
Balance as of March 31, 2023	5		$	1,885	1,874		$	20,095	$	(35)	$	17,610	$	(990)	$	38,565

(1)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.

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VISA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

(UNAUDITED)

Nine Months Ended June 30, 2022
Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional
Paid-In Capital Accumulated
Income Accumulated
Other
Comprehensive
Income (Loss), Net Total
Equity
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 11,017 11,017
Other comprehensive income (loss), net of tax (1,703) (1,703)
Comprehensive income 9,314
VE territory covered losses incurred (31) (31)
Recovery through conversion rate adjustment (141) 141 —
Conversion of series A preferred stock upon sales into public market — (1) 1 (88) 88 —
Conversion of class C common stock upon sales into public market 1 — (1) —
Share-based compensation, net of forfeitures 470 470
Vesting of restricted stock and performance-based shares 2 —
Restricted stock and performance-based shares settled in cash for taxes — (1) (117) (117)
Cash proceeds from issuance of class A common stock under employee equity plans 2 153 153
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock (2,409) (2,409)
Repurchase of class A common stock (46) (487) (8,999) (9,486)
Balance as of June 30, 2022 — (1) 2 3 1,637 245 10 $ 2,851 $ (23) $ 18,962 $ 14,960 $ (1,267) $ 35,483


	Six Months Ended March 31, 2023
	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												8,436				8,436
Other comprehensive income (loss), net of tax														1,379		1,379
VE territory covered losses incurred										(15)						(15)
Recovery through conversion rate adjustment			(14)							15						1

Conversion to class A common stock upon sales into public market	—	(2)	(425)			7		425								—
Share-based compensation, net of forfeitures								400								400
Stock issued under equity plans						3		118								118
Restricted stock and performance-based shares settled in cash for taxes						—	(2)	(118)								(118)
Cash dividends declared and paid, at a quarterly amount of $0.45 per class A common stock												(1,886)				(1,886)
Repurchase of class A common stock						(26)		(275)				(5,056)				(5,331)
Balance as of March 31, 2023	5		$	1,885	(1)	1,874		$	20,095	$	(35)	$	17,610	$	(990)	$	38,565

(1)As of March 31, 2023 and September 30, 2022, the book value of series A preferred stock was $627 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)

Three Months Ended June 30, 2021
Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional
Paid-In Capital Accumulated
Income Accumulated
Other
Comprehensive
Income (Loss), Net Total
Equity
Series
A Series B Series C Class A Class B Class C
(in millions, except per share data)
Balance as of March 31, 2021 — (1) 2 3 1,694 245 11 $ 3,347 $ (41) $ 18,505 $ 15,513 $ 372 $ 37,696
Net income 2,575 2,575
Other comprehensive income (loss), net of tax 229 229
Comprehensive income 2,804
VE territory covered losses incurred (21) (21)
Recovery through conversion rate adjustment (40) 38 (2)
Conversion of series A preferred stock upon sales into public market — (1) 3 (175) 175 —
Conversion of class C common stock upon sales into public market 2 (1) —
Share-based compensation, net of forfeitures 159 159
Vesting of restricted stock and performance-based shares — (1) —
Restricted stock and performance-based shares settled in cash for taxes — (1) (2) (2)
Cash proceeds from issuance of class A common stock under employee equity plans — (1) 54 54
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock (698) (698)
Repurchase of class A common stock (10) (104) (2,096) (2,200)
Balance as of June 30, 2021 — (1) 2 3 1,689 245 10 $ 3,132 $ (24) $ 18,787 $ 15,294 $ 601 $ 37,790


	Three Months Ended March 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 December 31, 2021	5		$	2,995	1,916		$	18,776	$	(111)	$	14,606	$	(72)	$	36,194
Net income											3,647				3,647
Other comprehensive income (loss), net of tax													(333)		(333)
VE territory covered losses incurred									(9)						(9)


Conversion to class A common stock upon sales into public market	—	(1)	(8)		—	(1)	8								—
Share-based compensation, net of forfeitures							190								190
Stock issued under equity plans					2		54								54
Restricted stock and performance-based shares settled in cash for taxes					—	(1)	(3)								(3)
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	5		$	2,987	1,903		$	18,876	$	(120)	$	14,651	$	(405)	$	35,989

(1)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.

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VISA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

(UNAUDITED)

Nine Months Ended June 30, 2021
Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional
Paid-In Capital Accumulated
Income Accumulated
Other
Comprehensive
Income (Loss), Net Total
Equity
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 8,727 8,727
Other comprehensive income (loss), net of tax 247 247
Comprehensive income 8,974
Adoption of new accounting standards 3 3
VE territory covered losses incurred (38) (38)
Recovery through conversion rate adjustment (55) 53 (2)
Conversion of series A preferred stock upon sales into public market — (1) 28 (1,899) 1,899 —
Conversion of class C common stock upon sales into public market 2 (1) —
Share-based compensation, net of forfeitures

434 434
Vesting of restricted stock and performance-based shares 3 —
Restricted stock and performance-based shares settled in cash for taxes (1) (142) (142)
Cash proceeds from issuance of class A common stock under employee equity plans 1 162 162
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock (2,102) (2,102)
Repurchase of class A common stock (27) (287) (5,422) (5,709)
Balance as of June 30, 2021 — (1) 2 3 1,689 245 10 $ 3,132 $ (24) $ 18,787 $ 15,294 $ 601 $ 37,790


	Six Months Ended March 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, 2021	5		$	3,080	1,932		$	18,855	$	(133)	$	15,351	$	436	$	37,589
Net income											7,606				7,606
Other comprehensive income (loss), net of tax													(841)		(841)

VE territory covered losses incurred									(16)						(16)
Recovery through conversion rate adjustment			(29)						29						—

Conversion to class A common stock upon sales into public market	—	(1)	(64)		1		64								—
Share-based compensation, net of forfeitures							318								318
Stock issued under equity plans					4		113								113
Restricted stock and performance-based shares settled in cash for taxes					—	(1)	(116)								(116)
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	5		$	2,987	1,903		$	18,876	$	(120)	$	14,651	$	(405)	$	35,989

(1)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.

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VISA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


		Nine Months Ended June 30,					Six Months Ended March 31,
		2022		2021			2023		2022
		(in millions)					(in millions)
Operating Activities	Operating Activities					Operating Activities
Net income	Net income	$	11,017	$	8,727	Net income	$	8,436	$	7,606
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	7,435		5,980		Client incentives	5,691		4,865
Share-based compensation	Share-based compensation	470		434		Share-based compensation	400		318
Depreciation and amortization of property, equipment, technology and intangible assets	Depreciation and amortization of property, equipment, technology and intangible assets	635		602		Depreciation and amortization of property, equipment, technology and intangible assets	461		405
Deferred income taxes	Deferred income taxes	(203)		981		Deferred income taxes	(154)		21
VE territory covered losses incurred	VE territory covered losses incurred	(31)		(38)		VE territory covered losses incurred	(15)		(16)
(Gains) losses on equity investments, net	(Gains) losses on equity investments, net	142		(611)		(Gains) losses on equity investments, net	196		(104)
Other	Other	(71)		(82)		Other	(22)		(61)
Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Settlement receivable	Settlement receivable	(248)		(351)		Settlement receivable	147		3
Accounts receivable	Accounts receivable	(80)		(220)		Accounts receivable	(67)		(173)
Client incentives	Client incentives	(7,038)		(5,202)		Client incentives	(5,521)		(4,503)
Other assets	Other assets	(455)		(164)		Other assets	(77)		(291)
Accounts payable	Accounts payable	(29)		1		Accounts payable	(48)		(75)
Settlement payable	Settlement payable	886		574		Settlement payable	(493)		111
Accrued and other liabilities	Accrued and other liabilities	37		639		Accrued and other liabilities	(1,047)		(173)
Accrued litigation	Accrued litigation	506		(14)		Accrued litigation	144		(212)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	12,973		11,256		Net cash provided by (used in) operating activities	8,031		7,721
Investing Activities	Investing Activities					Investing Activities
Purchases of property, equipment and technology	Purchases of property, equipment and technology	(675)		(497)		Purchases of property, equipment and technology	(459)		(440)
Investment securities:	Investment securities:					Investment securities:
Purchases	Purchases	(4,415)		(3,223)		Purchases	(2,487)		(1,948)
Proceeds from maturities and sales	Proceeds from maturities and sales	2,580		5,286		Proceeds from maturities and sales	1,760		1,975
Acquisitions, net of cash and restricted cash acquired	Acquisitions, net of cash and restricted cash acquired	(1,945)		(75)		Acquisitions, net of cash and restricted cash acquired	—		(1,945)
Purchases of / contributions to other investments		(68)		(50)
Purchases of other investments						Purchases of other investments	(70)		(55)
Settlement of derivative instruments						Settlement of derivative instruments	402		—
Other investing activities	Other investing activities	128		105		Other investing activities	19		81
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(4,395)		1,546		Net cash provided by (used in) investing activities	(835)		(2,332)
Financing Activities	Financing Activities					Financing Activities
Repurchase of class A common stock	Repurchase of class A common stock	(9,486)		(5,709)		Repurchase of class A common stock	(5,309)		(7,053)
Repayments of debt	Repayments of debt	—		(3,000)		Repayments of debt	(2,250)		—
Dividends paid	Dividends paid	(2,409)		(2,102)		Dividends paid	(1,886)		(1,611)
Proceeds from issuance of senior notes		3,218		—
Cash proceeds from issuance of class A common stock under employee equity plans		153		162
Proceeds from issuance of commercial paper						Proceeds from issuance of commercial paper	—		300
Cash proceeds from issuance of class A common stock under equity plans						Cash proceeds from issuance of class A common stock under equity plans	118		113
Restricted stock and performance-based shares settled in cash for taxes	Restricted stock and performance-based shares settled in cash for taxes	(117)		(142)		Restricted stock and performance-based shares settled in cash for taxes	(118)		(116)
Other financing activities	Other financing activities	(15)		—		Other financing activities	172		—
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(8,656)		(10,791)		Net cash provided by (used in) financing activities	(9,273)		(8,367)
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	(725)		92		Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	828		(305)
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	(803)		2,103		Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	(1,249)		(3,283)
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	$	18,996	$	21,274	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	19,128	$	16,516
Supplemental Disclosure	Supplemental Disclosure					Supplemental Disclosure
Cash paid for income taxes, net	Cash paid for income taxes, net	$	2,891	$	2,134	Cash paid for income taxes, net	$	2,635	$	2,107
Interest payments on debt	Interest payments on debt	$	548	$	583	Interest payments on debt	$	293	$	304
Accruals related to purchases of property, equipment and technology	Accruals related to purchases of property, equipment and technology	$	34	$	52	Accruals related to purchases of property, equipment and technology	$	148	$	27

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

Table of Contents

VISA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1—Summary of Significant Accounting Policies

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

The accompanying unaudited consolidated financial statements are presented in accordance with 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~~

Pronouncement. In ~~December 2019,~~March 2020, the Financial Accounting Standards Board ~~(“FASB”)~~(FASB) issued Accounting Standards Update ~~(“ASU”) 2019-12,~~(ASU) 2020-04, which ~~simplifies~~provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference the ~~accounting for income taxes by removing certain exceptions~~London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. Subsequently, the ~~general principles~~FASB also issued amendments to this standard. The amendments in the ~~existing guidance and making other minor improvements. The~~ASU are effective upon issuance through December 31, 2024. During the quarter ended March 31, 2023, the Company adopted certain optional expedients provided in this ~~guidance effective October 1, 2021.~~ASU in relation to contract modifications and hedge accounting. 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.~~

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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 June 30,				Nine Months Ended June 30,					Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
		(in millions)									(in millions)
Service revenues	Service revenues	$	3,189	$	2,828	$	9,903	$	8,350	Service revenues	$	3,771	$	3,521	$	7,282	$	6,714
Data processing revenues	Data processing revenues	3,579		3,327		10,673		9,356		Data processing revenues	3,819		3,480		7,646		7,094
International transaction revenues	International transaction revenues	2,560		1,696		6,942		4,635		International transaction revenues	2,749		2,208		5,546		4,382
Other revenues	Other revenues	517		409		1,440		1,185		Other revenues	551		474		1,138		923
Client incentives	Client incentives	(2,570)		(2,130)		(7,435)		(5,980)		Client incentives	(2,905)		(2,494)		(5,691)		(4,865)
Net revenues	Net revenues	$	7,275	$	6,130	$	21,523	$	17,546	Net revenues	$	7,985	$	7,189	$	15,921	$	14,248


		Three Months Ended June 30,				Nine Months Ended June 30,					Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
		(in millions)									(in millions)
U.S.	U.S.	$	3,170	$	2,806	$	9,427	$	8,156	U.S.	$	3,540	$	3,079	$	7,107	$	6,257
International	International	4,105		3,324		12,096		9,390		International	4,445		4,110		8,814		7,991
Net revenues	Net revenues	$	7,275	$	6,130	$	21,523	$	17,546	Net revenues	$	7,985	$	7,189	$	15,921	$	14,248

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:

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

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



	March 31, 2023		September 30, 2022
	(in millions)
Cash and cash equivalents	$	13,842	$	15,689
Restricted cash and restricted cash equivalents:
U.S. litigation escrow	1,616		1,449
Customer collateral	2,739		2,342
Prepaid expenses and other current assets	931		897
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	19,128	$	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:


		Nine Months Ended June 30,					Six Months Ended March 31,
		2022		2021			2023		2022
		(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	850		—		Deposits into the litigation escrow account	350		250

Payments to opt-out merchants(1) and interest earned on escrow funds		(261)		(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	(183)		(262)
Balance at end of period	Balance at end of period	$	1,483	$	894	Balance at end of period	$	1,616	$	882

(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
Series B Series C
(in millions)
Balance as of September 30, 2021 $ 1,071 $ 1,523 $ (133)
VE territory covered losses incurred(1)
— — (31)
Recovery through conversion rate adjustment (135) (6) 141
Balance as of June 30, 2022 $ 936 $ 1,517 $ (23)


	Preferred Stock				Right to Recover for Covered Losses
	Series B		Series C
	(in millions)
Balance as of September 30, 2022	$	460	$	812	$	(35)
VE territory covered losses incurred(1)	—		—		(15)
Recovery through conversion rate adjustment(2)	(7)		(7)		15
Balance as of March 31, 2023	$	453	$	805	$	(35)


		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)	—		—		(38)		VE territory covered losses incurred(1)	—		—		(16)
Recovery through conversion rate adjustment~~(2)~~	Recovery through conversion rate adjustment~~(2)~~	(35)		(20)		53		Recovery through conversion rate adjustment~~(2)~~	(26)		(3)		29
Balance as of June 30, 2021		$	1,071	$	1,523	$	(24)
Balance as of March 31, 2022								Balance as of March 31, 2022	$	1,045	$	1,520	$	(120)

(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.

1514

Table of Contents

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:


		June 30, 2022				September 30, 2021					March 31, 2023				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	$	2,957	$	936	$	3,493	$	1,071	Series B preferred stock	$	1,654	$	453	$	1,309	$	460
Series C preferred stock	Series C preferred stock	4,241		1,517		4,806		1,523		Series C preferred stock	2,586		805		2,044		812
Total	Total	7,198		2,453		8,299		2,594		Total	4,240		1,258		3,353		1,272
Less: right to recover for covered losses	Less: right to recover for covered losses	(23)		(23)		(133)		(133)		Less: right to recover for covered losses	(35)		(35)		(35)		(35)
Total recovery for covered losses available	Total recovery for covered losses available	$	7,175	$	2,430	$	8,166	$	2,461	Total recovery for covered losses available	$	4,205	$	1,223	$	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 ~~June~~March 31, 2023, 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) 2.958 and 3.634, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $225.46, Visa’s class A common stock closing stock price.

(3)As of September 30, 2022, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) ~~6.055~~2.971 and ~~6.824,~~3.645, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) ~~$196.89,~~$177.65, Visa’s class A common stock closing stock price.

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

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

1615

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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
		June 30, 2022		September 30, 2021		June 30, 2022		September 30, 2021					March 31, 2023		September 30, 2022		March 31, 2023		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	$	10,894	$	11,779	$	—	$	—			Money market funds	$	11,548	$	11,736	$	—	$	—
U.S. government-sponsored debt securities		—		—		—		100

U.S. Treasury securities	U.S. Treasury securities	700		2,400		—		—				U.S. Treasury securities	—		799		—		—
Investment securities:	Investment securities:											Investment securities:
Marketable equity securities	Marketable equity securities	564		490		—		—				Marketable equity securities	327		437		—		—
U.S. government-sponsored debt securities	U.S. government-sponsored debt securities	—		—		15		245				U.S. government-sponsored debt securities	—		—		1,016		457
U.S. Treasury securities	U.S. Treasury securities	4,920		2,985		—		—				U.S. Treasury securities	4,249		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	—		—		764		410				Derivative instruments	—		—		158		1,131
Total	Total	$	17,082	$	17,658	$	779	$	755			Total	$	16,146	$	16,999	$	1,174	$	1,588
Liabilities	Liabilities											Liabilities
Accrued compensation and benefits:	Accrued compensation and benefits:											Accrued compensation and benefits:
Deferred compensation liability	Deferred compensation liability	$	153	$	167	$	—	$	—			Deferred compensation liability	$	171	$	146	$	—	$	—
Accrued and other liabilities:	Accrued and other liabilities:											Accrued and other liabilities:
Derivative instruments	Derivative instruments	—		—		292		109				Derivative instruments	—		—		389		418
Total	Total	$	153	$	167	$	292	$	109			Total	$	171	$	146	$	389	$	418

Level 1 assets and liabilities. Money market funds, ~~marketable equity~~U.S. Treasury securities and ~~U.S. Treasury~~marketable equity 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 June 30, 2022 and September 30, 2021, gross~~Securities

The amortized cost, unrealized gains and losses ~~were not material. As~~and fair value of ~~June 30, 2022, $3.4 billion of the Company’s~~ debt securities ~~are due within one year and $2.2 billion is due between one to five years.~~were as follows:


	March 31, 2023
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
	(in millions)
U.S. government-sponsored debt securities	$	1,016	$	1	$	(1)	$	1,016
U.S. Treasury securities	4,332		6		(89)		4,249
Total	$	5,348	$	7	$	(90)	$	5,265

1716

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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:


	March 31, 2023
	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	$	179	$	(1)	$	—	$	—
U.S. Treasury securities	882		(11)		2,270		(78)
Total	$	1,061	$	(12)	$	2,270	$	(78)


	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:


	March 31, 2023
	(in millions)
Due within one year	$	2,425
Due after 1 year through 5 years	2,840
Total	$	5,265

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 ~~June 30, 2022~~March 31, 2023 including cumulative unrealized gains and losses:


	~~June 30,~~March 31, ~~2022~~2023
	(in millions)
Initial cost basis	$	~~722~~754
Adjustments:
Upward adjustments	~~810~~829
Downward adjustments (including impairment)	~~(350)~~(438)
Carrying amount, end of period	$	~~1,182~~1,145

Unrealized gains and losses included in the carrying value of the Company’s non-marketable equity securities still held as of ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:


		Three Months Ended June 30,				Nine Months Ended June 30,					Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
		(in millions)									(in millions)
Upward adjustments	Upward adjustments	$	5	$	180	$	231	$	323	Upward adjustments	$	2	$	2	$	19	$	226
Downward adjustments (including impairment)	Downward adjustments (including impairment)	$	(284)	$	—	$	(337)	$	(2)	Downward adjustments (including impairment)	$	(89)	$	(53)	$	(89)	$	(53)

For the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company recognized net unrealized losses of ~~$278~~$82 million and ~~net unrealized gains of $434~~$156 million, respectively, on marketable and non-marketable equity securities still held as of quarter end. For the ~~nine~~six months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company recognized net unrealized losses of ~~$262~~$184 million and net unrealized gains of ~~$610~~$16 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 June 30, 2022, there were no impairment indicators.

Other Fair Value Disclosures

Debt. Debt instruments are measured at amortized cost on the Company’s ~~unaudited~~ consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of ~~June~~March 31, 2023, the carrying value and estimated fair value of debt was $20.6 billion and $18.9 billion, respectively. As of September 30, 2022, the carrying value and estimated fair value of debt was ~~$23.8~~$22.5 billion and ~~$22.5 billion, respectively. As of September 30, 2021, the carrying value and estimated fair value of debt was $21.0 billion and $22.5~~$19.9 billion, respectively.

Other financial instruments not measured at fair value. ~~At June 30, 2022,~~As of March 31, 2023, the carrying values of settlement receivable and payable and customer collateral 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. The Company performed its annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2023, and concluded there was no impairment as of that date. No recent events or changes in circumstances indicated that impairment existed as of March 31, 2023.

Table of Contents

VISA INC.

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

Note 7—6—Debt

The Company had outstanding debt as follows:


		June 30, 2022		September 30, 2021		Effective Interest Rate(1)			March 31, 2023		September 30, 2022		Effective Interest Rate(1)
		(in millions, except percentages)							(in millions, except percentages)
U.S. dollar notes	U.S. dollar notes							U.S. dollar notes
2.15% Senior Notes due September 2022		$	1,000	$	1,000	2.30	%
2.80% Senior Notes due December 2022	2.80% Senior Notes due December 2022	2,250		2,250		2.89	%	2.80% Senior Notes due December 2022	$	—	$	2,250	2.89	%
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							Euro notes
1.50% Senior Notes due June 2026	1.50% Senior Notes due June 2026	1,423		—		1.71	%	1.50% Senior Notes due June 2026	1,475		1,325		1.71	%
2.00% Senior Notes due June 2029	2.00% Senior Notes due June 2029	1,054		—		2.13	%	2.00% Senior Notes due June 2029	1,093		982		2.13	%
2.375% Senior Notes due June 2034	2.375% Senior Notes due June 2034	685		—		2.53	%	2.375% Senior Notes due June 2034	710		638		2.53	%
Total debt	Total debt	24,162		21,000				Total debt	21,028		22,945
Unamortized discounts and debt issuance costs	Unamortized discounts and debt issuance costs	(181)		(161)				Unamortized discounts and debt issuance costs	(168)		(173)
Hedge accounting fair value adjustments(2)	Hedge accounting fair value adjustments(2)	(186)		138				Hedge accounting fair value adjustments(2)	(254)		(322)
Total carrying value of debt	Total carrying value of debt	$	23,795	$	20,977			Total carrying value of debt	$	20,606	$	22,450

Reported as:	Reported as:							Reported as:
Current maturities of debt	Current maturities of debt	$	3,249	$	999			Current maturities of debt	$	—	$	2,250
Long-term debt	Long-term debt	20,546		19,978				Long-term debt	20,606		20,200
Total carrying value of debt	Total carrying value of debt	$	23,795	$	20,977			Total carrying value of debt	$	20,606	$	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.

Senior Notes

~~In June 2022,~~During the six months ended March 31, 2023, the Company ~~issued~~repaid $2.25 billion of principal upon maturity of its senior notes due December 2022.

Non-derivative Financial Instrument Designated as a Net Investment Hedge

During the six months ended March 31, 2023, the Company designated €1.8 billion of the Euro-denominated fixed-rate senior notes (Euro Notes) issued in June 2022 as a public offering in an aggregate principal amount of €3.0 billion ($3.2 billion), with maturities ranging between 4 and 12 years. The June 2026 Notes, 2029 Notes and 2034 Notes, or collectively, the "Euro Notes", have interest rates of 1.50%, 2.00% and 2.375%, respectively. Interest on the Euro Notes is payable annually on June 15 of each year, commencing June 15, 2023. The net aggregate proceeds, after deducting discounts and debt issuance costs, were approximately €3.0 billion ($3.2 billion). The Company plans to use the net proceeds for general corporate purposes, which may include, among other things, the refinancing of existing indebtedness.

The Company’s outstanding senior notes, or collectively, the “Notes”, are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company’s existing and future unsecured and unsubordinated debt. The Notes are not secured by any assets of the Company and are not guaranteed by anyhedge against a portion of the Company’s ~~subsidiaries.~~Euro-denominated net investment in Visa Europe. As of ~~June 30, 2022,~~March 31, 2023, all of the ~~Company was in compliance with all related covenants. Each series of~~€3.0 billion Euro Notes ~~may be redeemed~~were designated as a ~~whole or in part at the Company’s option at any time at specified~~net investment hedge.

Table of Contents

VISA INC.

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

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

~~Non-derivative Financial Instrument Designated as a Net Investment Hedge~~

The Company designated €1.2 billion of the €3.0 billion Euro Notes, a non-derivative financial instrument, as a hedge against a portion of the Company’s Euro-denominated net investment in Visa Europe. Changes in the value of the designated portion of the Euro Notes, attributable to the change in exchange rates at the end of each reporting period, partially offset the foreign currency translation adjustments resulting from the Euro-denominated net investment, are reported as a component of accumulated other comprehensive income or loss on the Company’s consolidated balance sheets.

~~Commercial Paper Program~~

Visa maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. Under the program, the Company is authorized to issue up to $3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance. During the three months ended June 30, 2022, the Company repaid $300 million and $650 million of commercial paper that was issued in March 2022 and April 2022, respectively. The Company had no outstanding obligations under the program as of June 30, 2022 and September 30, 2021.

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.

The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. During the ~~nine~~six months ended ~~June 30, 2022,~~March 31, 2023, the Company’s maximum daily settlement exposure was ~~$116.3~~$123.5 billion and the average daily settlement exposure was ~~$71.8~~$75.0 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:


		June 30, 2022		September 30, 2021			March 31, 2023		September 30, 2022
		(in millions)					(in millions)
Restricted cash and restricted cash equivalents	Restricted cash and restricted cash equivalents	$	2,261	$	2,260	Restricted cash and restricted cash equivalents	$	2,739	$	2,342
Pledged securities at market value	Pledged securities at market value	300		254		Pledged securities at market value	294		213
Letters of credit	Letters of credit	1,622		1,518		Letters of credit	1,638		1,582
Guarantees	Guarantees	706		758		Guarantees	1,068		950
Total	Total	$	4,889	$	4,790	Total	$	5,739	$	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:


		June 30, 2022					September 30, 2021						March 31, 2023					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		9	—	(2)	100.0000		16
Series B preferred stock	Series B preferred stock	2		6.0550		15	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		6.8240		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)	1,637		—		1,637	1,677		—		1,677	Class A common stock(3)	1,619		—		1,619	1,635		—		1,635
Class B common stock	Class B common stock	245		1.6059	(4)	394	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		38	10		4.0000		39
Total	Total					2,114					2,161	Total					2,077					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 ~~June 30, 2022~~March 31, 2023 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.

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

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

The following table presents the reduction in the number of as-converted class B common stock after deposit into the U.S. litigation escrow account for the ~~nine~~six months ended ~~June 30,~~March 31, 2023 and 2022. ~~There was no comparable adjustment recorded for class B common stock for the nine months ended June 30, 2021.~~


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


	Six Months Ended March 31,
	2023		2022
	(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. ~~Effective price per share for the fiscal year is calculated using the weighted-average effective prices of the respective adjustments made during the year.~~

~~Table of Contents~~

~~VISA INC.~~

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

The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments:


		Nine Months Ended June 30, 2022					Nine Months Ended June 30, 2021							Six Months Ended March 31, 2023						Six Months Ended March 31, 2022
		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)	$	203.08	$	202.55		$	220.84		$	220.71		Effective price per share(2)	$	211.34		$	211.34		$	201.68		$	201.68
Recovery through conversion rate adjustment	Recovery through conversion rate adjustment	$	135	$	6		$	35		$	20		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 June 30,				Nine Months Ended June 30,					Three Months Ended March 31,				Six Months Ended March 31,
		2022		2021		2022		2021			2023		2022		2023		2022
		(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)	12		10		46		27		Shares repurchased in the open market(1)	10		15		26		34
Average repurchase price per share(2)		$	202.81	$	227.11	$	208.30	$	213.02
Average repurchase cost per share(2)										Average repurchase cost per share(2)	$	221.32	$	210.18	$	206.88	$	210.26
Total cost(2)	Total cost(2)	$	2,433	$	2,200	$	9,486	$	5,709	Total cost(2)	$	2,216	$	2,949	$	5,331	$	7,053

(1)Shares repurchased in the open market reflect repurchases that settled during the three and ~~nine~~six months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. All shares repurchased in the open market have been retired and constitute authorized but unissued shares.

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

In ~~December 2021,~~October 2022, the Company’s board of directors authorized a $12.0 billion share repurchase ~~program (the “December 2021 Program”). Previously, in January 2021, the Company’s board of directors authorized an $8.0 billion share repurchase~~ program. ~~These authorizations have~~This authorization has no expiration date. As of ~~June 30, 2022,~~March 31, 2023, the Company’s repurchase program had remaining authorized funds of ~~$7.3~~$11.9 billion. All share repurchase programs authorized prior to ~~the December 2021 Program~~October 2022 have been completed.

Dividends. The Company declared and paid dividends of ~~$798~~$941 million and ~~$698~~$802 million during the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, and ~~$2.4~~$1.9 billion and ~~$2.1~~$1.6 billion during the ~~nine~~six months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. On ~~July 22, 2022,~~April 25, 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 ~~September~~June 1, ~~2022,~~2023, to all holders of record as of ~~August~~May 12, ~~2022.~~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~~.

~~Table of Contents~~

~~VISA INC.~~

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

Diluted earnings per share is computed by dividing net income available by the weighted-average number of shares of common stock outstanding, participating securities and, if dilutive, potential class A common stock equivalent shares outstanding during the period. Dilutive class A common stock equivalents may consist of: (1) shares of class A common stock issuable upon the conversion of series A, B and C preferred stock and class B and C common stock based on the conversion rates in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options, the assumed purchase of stock under the Company’s Employee Stock Purchase Plan and the assumed vesting of unearned performance shares.

The following table presents earnings per share for the three months ended ~~June 30, 2022:~~March 31, 2023:


		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	$	2,634	1,642	$	1.60	$	3,411	2,129	(3)	$	1.60	Class A common stock	$	3,307	1,624	$	2.04	$	4,257	2,093	(3)	$	2.03
Class B common stock	Class B common stock	637		245	$	2.59	$	636	245		$	2.59	Class B common stock	800		245	$	3.26	$	799	245		$	3.25
Class C common stock	Class C common stock	64		10	$	6.42	$	64	10		$	6.41	Class C common stock	79		10	$	8.15	$	79	10		$	8.14
Participating securities	Participating securities	76		Not presented	Not presented		$	76	Not presented		Not presented		Participating securities	71		Not presented	Not presented		$	71	Not presented		Not presented
Net income	Net income	$	3,411										Net income	$	4,257

The following table presents earnings per share for the ~~nine~~six months ended ~~June 30, 2022:~~March 31, 2023:


		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	$	8,518	1,655	$	5.15	$	11,017	2,143	(3)	$	5.14	Class A common stock	$	6,549	1,627	$	4.03	$	8,436	2,098	(3)	$	4.02
Class B common stock	Class B common stock	2,046		245	$	8.33	$	2,044	245		$	8.33	Class B common stock	1,584		245	$	6.45	$	1,582	245		$	6.44
Class C common stock	Class C common stock	207		10	$	20.58	$	207	10		$	20.56	Class C common stock	157		10	$	16.10	$	156	10		$	16.09
Participating securities	Participating securities	246		Not presented	Not presented		$	246	Not presented		Not presented		Participating securities	146		Not presented	Not presented		$	146	Not presented		Not presented
Net income	Net income	$	11,017										Net income	$	8,436

2322

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VISA INC.

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

The following table presents earnings per share for the three months ended ~~June 30, 2021:~~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	$	1,996	1,691	$	1.18	$	2,575	2,184	(3)	$	1.18	Class A common stock	$	2,819	1,654	$	1.70	$	3,647	2,142	(3)	$	1.70
Class B common stock	Class B common stock	470		245	$	1.92	$	470	245		$	1.91	Class B common stock	677		245	$	2.76	$	676	245		$	2.75
Class C common stock	Class C common stock	49		10	$	4.72	$	49	10		$	4.72	Class C common stock	69		10	$	6.82	$	69	10		$	6.81
Participating securities	Participating securities	60		Not presented	Not presented		$	60	Not presented		Not presented		Participating securities	82		Not presented	Not presented		$	81	Not presented		Not presented
Net income	Net income	$	2,575										Net income	$	3,647

The following table presents earnings per share for the ~~nine~~six months ended ~~June 30, 2021:~~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	$	6,748	1,693	$	3.99	$	8,727	2,192	(3)	$	3.98	Class A common stock	$	5,884	1,662	$	3.54	$	7,606	2,150	(3)	$	3.54
Class B common stock	Class B common stock	1,588		245	$	6.47	$	1,586	245		$	6.46	Class B common stock	1,409		245	$	5.74	$	1,407	245		$	5.73
Class C common stock	Class C common stock	169		11	$	15.94	$	169	11		$	15.92	Class C common stock	143		10	$	14.16	$	143	10		$	14.15
Participating securities	Participating securities	222		Not presented	Not presented		$	221	Not presented		Not presented		Participating securities	170		Not presented	Not presented		$	169	Not presented		Not presented
Net income	Net income	$	8,727										Net income	$	7,606

(1)The weighted-average number of shares of as-converted class B common stock used in the income allocation was ~~397~~393 million for the three and six months ended ~~June 30, 2022~~March 31, 2023, and 397 million and 398 million for ~~nine~~the three and six months ended ~~June 30,~~March 31, 2022, ~~and three and nine months ended June 30, 2021.~~respectively. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 39 million for the three and six months ended March 31, 2023 and 40 million for the three and ~~nine~~six months ended ~~June 30, 2022 and 42 million for the three and nine months ended June 30, 2021.~~March 31, 2022. The weighted-average number of shares of preferred stock included within participating securities was 10 million and 11 million of as-converted series A preferred stock for the three and six months ended March 31, 2023, respectively, and 6 million of as-converted series A preferred stock for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2022, ~~and 9 million and 14 million of as-converted series A preferred stock for the three and nine months ended June 30, 2021, respectively, 15~~7 million of as-converted series B preferred stock for the three and six months ended ~~June 30, 2022~~March 31, 2023 and 16 million of as-converted series B preferred stock for the ~~nine~~three and six months ended ~~June 30,~~March 31, 2022, and 11 million of as-converted series C preferred stock for the three and ~~nine~~six months ended ~~June 30, 2021~~March 31, 2023 and 22 million of as-converted series C preferred stock for the three and ~~nine~~six months ended ~~June 30, 2022 and 2021.~~March 31, 2022.

(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 ~~nine~~six months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.

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 amended and restated 2007 Equity Incentive Compensation Plan ~~or the EIP,~~(EIP) during the ~~nine~~six months ended ~~June 30, 2022:~~March 31, 2023:


		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	798,017	$	58.56	$	211.09
Restricted stock units	Restricted stock units	3,413,085	$	203.22			Restricted stock units	3,091,583	$	210.58
Performance-based shares(1)	Performance-based shares(1)	440,722	$	186.50			Performance-based shares(1)	551,818	$	221.32

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

2423

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VISA INC.

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

~~Related to~~For the ~~EIP,~~three months ended March 31, 2023 and 2022, the Company recorded share-based compensation cost ~~net~~related to the EIP of ~~estimated forfeitures, of $145~~$214 million and ~~$153~~$181 million, respectively, and for the ~~three~~six months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $447~~the Company recorded share-based compensation cost related to the EIP of $384 million and ~~$417~~$302 million, ~~for the nine months ended June 30, 2022 and 2021,~~ respectively.

Note ~~12—~~11—Income Taxes

For the three and ~~nine~~six months ended ~~June 30,~~March 31, 2023, the effective income tax rates were 19% and 18%, respectively, and for the three and six months ended March 31, 2022, the effective income tax rates were ~~11%~~20% and ~~17%, respectively, and for the three and nine months ended June 30, 2021, the effective income tax rates were 41% and 26%~~19%, respectively. The ~~effective tax rates for the three and nine months ended June 30, 2022 differ from~~difference in the effective tax rates ~~for the same periods in the prior year~~is primarily due to ~~the following:~~

•~~during the three months ended June 30, 2022,~~ a ~~decrease in the state apportionment rate, including a $176~~$142 million tax benefit related to prior years recognized during the six months ended March 31, 2023 due to the reassessment of an uncertain tax position as a result of anew information obtained during an ongoing tax ~~position taken related to a recent ruling;~~examination.

•~~during~~During the three months ended ~~June 30, 2021, a $1.0 billion non-recurring, non-cash~~March 31, 2023, the Company’s gross and net unrecognized tax ~~expense related to~~benefits increased by $86 million and $26 million, respectively. During the ~~remeasurement of UK deferred tax liabilities;~~

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

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

~~During the three and nine months ended June 30, 2022,~~March 31, 2023, the Company’s gross and net unrecognized tax benefits decreased by ~~$34~~$22 million and ~~increased by $109 million, respectively. The Company’s net unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate, decreased by $75 million and $29~~$123 million, respectively. The change in unrecognized tax benefits is ~~primarily~~ related to various tax positions across several jurisdictions. Additionally, for the ~~change~~six month period, the decrease in ~~state apportionment~~unrecognized tax benefits is primarily due to the reassessment mentioned above, partially offset by an increase in gross timing differences as well as various tax positions across several jurisdictions. During the three and nine months ended June 30, 2022, the Company’s accrued penalties related to uncertain tax positions decreased by $31 million.differences.

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.

~~Table of Contents~~

~~VISA INC.~~

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

The following table summarizes the activity related to accrued litigation:


		Nine Months Ended June 30,					Six Months Ended March 31,
		2022		2021			2023		2022
		(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	2		5		Provision for uncovered legal matters	—		1
Provision for covered legal matters	Provision for covered legal matters	878		23		Provision for covered legal matters	352		150

Payments for legal matters	Payments for legal matters	(377)		(42)		Payments for legal matters	(206)		(365)
Balance at end of period	Balance at end of period	$	1,486	$	900	Balance at end of period	$	1,602	$	769

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

Table of Contents

VISA INC.

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

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.

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


		Nine Months Ended June 30,					Six Months Ended March 31,
		2022		2021			2023		2022
		(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	861		—		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	(201)		(262)
Balance at end of period	Balance at end of period	$	1,480	$	881	Balance at end of period	$	1,581	$	764

During the ~~three and nine~~six months ended ~~June 30, 2022,~~March 31, 2023, the Company recorded an additional ~~accruals~~accrual of ~~$716~~$341 million and ~~$861~~deposited $350 million ~~respectively, and deposited $600 million and $850 million, respectively,~~ into the U.S. litigation escrow account to address claims ~~of certain merchants who opted out of~~associated with the ~~Amended Settlement Agreement.~~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 the 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,
	2023		2022
	(in millions)
Balance at beginning of period	$	11	$	102
Provision for VE territory covered litigation	11		5
Payments for VE territory covered litigation	(5)		(102)
Balance at end of period	$	17	$	5

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VISA INC.

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

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

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

U.S. Covered Litigation

Interchange Multidistrict Litigation (MDL) - Putative Class Actions

On ~~July 18, 2022, in response to an order from~~March 15, 2023, the U.S. Court of Appeals for the Second Circuit affirmed the ~~district court certified its~~ final approval of the Amended Settlement Agreement ~~as a partial final judgment.~~by the district court.

Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions

Visa has reached settlements with a number of merchants representing approximately ~~55%~~70% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

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 asserting the same claims as asserted in the prior complaint. On January 30, 2023, Visa removed the action to federal court. On February 10, 2023, the Judicial Panel on Multidistrict Litigation issued an order transferring the case to MDL 1720. On March 1, 2023, plaintiffs filed a motion to remand the case to California state court.

VE Territory Covered Litigation

Europe Merchant Litigation

Since July 2013, ~~in excess of 850~~proceedings have been commenced by more than 1,100 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~~175 Merchants, ~~leaving more than 650~~and there are approximately 900 Merchants with outstanding claims. In addition, over 30 additional Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled.

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

On June 1, 2022, two class action claims were filed against Visa with the CAT on behalf of UK businesses that accepted Visa-branded payment cards at any time from June 1, 2016 alleging that UK domestic, intra-European Economic Area, and inter-regional interchange fees on commercial credit cards, and inter-regional interchange fees on consumer cards, are anti-competitive. The Europe retrospective responsibility plan covers liabilities and losses relating to the covered period, which generally refers to the period before the closing of the Visa Europe acquisition.

Other Litigation

~~On July 3, 2022, Visa filed a~~Visa’s motion challenging jurisdiction in the class action ~~filed against~~regarding interchange on cross-border transactions and the Honor All Cards rule in Israel was denied.

Other Litigation

European Commission Staged Digital Wallets Investigation

On February 16, 2023, the European Commission (EC) notified Visa ~~and MasterCard~~that the matter has been closed.

EMV Chip Liability Shift

On November 30, 2022, Visa, jointly with other defendants, served a motion for summary judgment regarding the claims in the ~~Israel Central District Court.~~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. Department of 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 Division in connection with the investigation.

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VISA INC.

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

~~Other Litigation~~

~~Pulse Network~~

On April 5, 2022, the U.S. Court of Appeals for the Fifth Circuit reversed, in part, the district court’s summary judgment decision in Visa's favor, finding that Pulse has standing to pursue certain of its claims, and remanded the case to the district court for further proceedings.

~~German ATM Litigation~~

Between December 2021 and June 2022, Visa was served with claims in Germany brought by German savings banks against Visa Europe and Visa Inc. The banks claim that Visa’s ATM rules prohibiting the charging of access fees on domestic cash withdrawals are anti-competitive and they are seeking damages. Visa has filed challenges to the jurisdiction of the German courts to hear these claims.

Foreign Currency Exchange Rate Litigation

On December ~~6, 2021, an~~21, 2022, plaintiffs filed a third 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.~~prior complaints. On ~~January 19, 2022,~~February 3, 2023, Visa filed a motion to dismiss the third amended complaint.

European Commission Client Incentive Agreements Investigation

On December 2, 2022, the 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.

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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 June 30,						Nine Months Ended June 30,							Three Months Ended March 31,						Six Months Ended March 31,
		2022		2021		% Change(1)		2022		2021		% Change(1)			2023		2022		% Change(1)		2023		2022		% Change(1)
		(in millions, except percentages and per share data)													(in millions, except percentages and per share data)
Net revenues	Net revenues	$	7,275	$	6,130	19	%	$	21,523	$	17,546	23	%	Net revenues	$	7,985	$	7,189	11	%	$	15,921	$	14,248	12	%
Operating expenses	Operating expenses	$	3,127	$	2,066	51	%	$	7,797	$	6,057	29	%	Operating expenses	$	2,649	$	2,387	11	%	$	5,495	$	4,670	18	%
Net income	Net income	$	3,411	$	2,575	32	%	$	11,017	$	8,727	26	%	Net income	$	4,257	$	3,647	17	%	$	8,436	$	7,606	11	%
Diluted earnings per share	Diluted earnings per share	$	1.60	$	1.18	36	%	$	5.14	$	3.98	29	%	Diluted earnings per share	$	2.03	$	1.70	20	%	$	4.02	$	3.54	14	%

Non-GAAP operating expenses(2)	Non-GAAP operating expenses(2)	$	2,353	$	2,048	15	%	$	6,755	$	5,854	15	%	Non-GAAP operating expenses(2)	$	2,581	$	2,287	13	%	$	5,020	$	4,402	14	%
Non-GAAP net income(2)	Non-GAAP net income(2)	$	4,206	$	3,256	29	%	$	11,943	$	9,412	27	%	Non-GAAP net income(2)	$	4,384	$	3,836	14	%	$	8,965	$	7,737	16	%
Non-GAAP diluted earnings per share(2)	Non-GAAP diluted earnings per share(2)	$	1.98	$	1.49	33	%	$	5.57	$	4.29	30	%	Non-GAAP diluted earnings per share(2)	$	2.09	$	1.79	17	%	$	4.27	$	3.60	19	%

(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.

Disruption in the Banking Sector. During the quarter ended March 31, 2023, certain financial institutions experienced liquidity issues, which resulted in the failure of two U.S. banks and volatility in the global financial markets. These events did not have an impact on our operating results. We continuously monitor and manage balance sheet and operational risks from clients in our portfolio, including their settlement obligations.

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 outsideFor the ~~country. Furthermore, during the quarter~~three months ended March 31, 2022, ~~we deconsolidated our Russian subsidiary, as required under U.S. GAAP. For the nine months ended June 30, 2022 and full year fiscal 2021,~~ total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, ~~were~~was approximately ~~3% and~~ 4% of our consolidated net ~~revenues, respectively.~~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~~recent liquidity issues at certain financial institutions and the ~~communities~~war in ~~which we live and operate. We are taking a phased approach to reopening our offices, with the return to office of our U.S. employees 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 our ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K for the ~~quarter~~year ended ~~March 31,~~September 30, 2022. We will continue to evaluate the nature and extent of the impact to our business.

Highlights for the first ~~nine months~~half of fiscal ~~2022.~~2023. For the three and ~~nine~~six months ended ~~June 30, 2022,~~March 31, 2023, net revenues increased ~~19%~~11% and ~~23%~~12% over the prior-year comparable periods, respectively, primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, ~~and processed transactions,~~ partially offset by higher client incentives. During the three and ~~nine~~six months ended ~~June 30, 2022,~~March 31, 2023, exchange rate movements ~~and our hedging~~

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~~program negatively impacted~~lowered our net revenues growth by approximately ~~three percentage points and~~ two percentage ~~points, respectively.~~points. See Results of Operations—Net Revenues below for further discussion.

For the three and six months ended ~~June 30, 2022,~~March 31, 2023, GAAP operating expenses increased ~~51%~~11% and 18% over the prior-year comparable ~~period primarily due to higher expenses for litigation provision and personnel. For the nine months ended June 30, 2022, GAAP operating expenses increased 29% over the prior-year comparable period~~periods, respectively, primarily due to higher expenses related to personnel. For the six months ended March 31, 2023, GAAP operating expenses also included higher litigation ~~provision and personnel.~~provision. See Results of Operations—Operating Expenses below for further discussion. During the ~~three and nine~~six months ended ~~June 30, 2022,~~March 31, 2023, exchange rate movements ~~positively impacted~~lowered our operating expense growth by approximately ~~two~~one percentage ~~points.~~point.

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For the three and six months ended ~~June 30, 2022,~~March 31, 2023, non-GAAP operating expenses increased ~~15%~~13% and 14% over the prior-year comparable period primarily due to higher expenses for personnel and general and administrative. For the nine months ended June 30, 2022, non-GAAP operating expenses increased 15% over the prior year comparable periodperiods, respectively, primarily due to higher expenses related to ~~personnel~~personnel. For the six months ended March 31, 2023, non-GAAP operating expenses also included higher general and ~~marketing.~~

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

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

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

Interchange multidistrict litigation. During the ~~nine~~six months ended ~~June 30, 2022,~~March 31, 2023, we recorded an additional ~~accruals~~accrual of ~~$861~~$341 million to address claims associated with the interchange multidistrict litigation. We also made deposits of ~~$850~~$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. During the ~~nine~~six months ended ~~June 30, 2022,~~March 31, 2023, we repurchased 4626 million shares of our class A common stock in the open market for ~~$9.5~~$5.3 billion. As of ~~June 30, 2022,~~March 31, 2023, our repurchase ~~program~~programs had remaining authorized funds of ~~$7.3~~$11.9 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.

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•Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. 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 ~~three and nine~~six months ended ~~June 30,~~March 31, 2023 and 2022, we recorded additional accruals to address claims associated with the interchange multidistrict litigation of ~~$716~~$341 million and ~~$861~~$145 million, respectively, and related tax benefit of ~~$159~~$76 million and ~~$191~~$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.~~charges. During the ~~nine~~three and six months ended ~~June 30,~~March 31, 2022, we recorded a loss within general and administrative expense of $35 million from the deconsolidation of our Russian subsidiary. ~~See~~ ~~Note 1—Summary of Significant Accounting Policies~~ ~~to our unaudited consolidated financial statements.~~ We also incurred charges of $25 million in personnel expense as a result of steps taken to support our employees in Russia and Ukraine. We have excluded these amounts and the related tax benefit of $4 million, determined by applying applicable tax rates, as they are one-time charges and do not reflect the underlying performance of our business.

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

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

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


		Three Months Ended June 30, 2022										Three Months Ended March 31, 2023
		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	$	3,127	$	(319)	$	418	10.9	%	$	3,411		$	1.60	As reported	$	2,649	$	(58)	$	1,021	19.3	%	$	4,257	$	2.03
(Gains) losses on equity investments, net	(Gains) losses on equity investments, net	—		246		54				192			0.09		(Gains) losses on equity investments, net	—		90		19				71		0.03
Amortization of acquired intangible assets	Amortization of acquired intangible assets	(44)		—		10				34			0.02		Amortization of acquired intangible assets	(46)		—		10				36		0.02
Acquisition-related costs	Acquisition-related costs	(14)		—		2				12			0.01		Acquisition-related costs	(22)		—		2				20		0.01

Litigation provision		(716)		—		159				557			0.26

Non-GAAP	Non-GAAP	$	2,353	$	(73)	$	643	13.3	%	$	4,206		$	1.98	Non-GAAP	$	2,581	$	32	$	1,052	19.4	%	$	4,384	$	2.09


	Six Months Ended March 31, 2023
	Operating Expenses		Non-operating Income (Expense)		Income Tax Provision		Effective Income Tax Rate(1)		Net Income		Diluted Earnings Per Share(1)
	(in millions, except percentages and per share data)
As reported	$	5,495	$	(171)	$	1,819	17.7	%	$	8,436	$	4.02
(Gains) losses on equity investments, net	—		196		43				153		0.07
Amortization of acquired intangible assets	(89)		—		19				70		0.03
Acquisition-related costs	(45)		—		4				41		0.02

Litigation provision	(341)		—		76				265		0.13

Non-GAAP	$	5,020	$	25	$	1,961	17.9	%	$	8,965	$	4.27


	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

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Nine Months Ended June 30, 2022
Operating Expenses Non-operating Income (Expense) Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
(in millions, except percentages and per share data)
As reported $ 7,797 $ (458) $ 2,251 17.0 % $ 11,017 $ 5.14
(Gains) losses on equity investments, net — 142 40 102 0.05
Amortization of acquired intangible assets (77) — 17 60 0.03
Acquisition-related costs (44) — 6 38 0.02
Litigation provision (861) — 191 670 0.31
Russia-Ukraine charges (60) — 4 56 0.03
Non-GAAP $ 6,755 $ (316) $ 2,509 17.4 % $ 11,943 $ 5.57

Three Months Ended June 30, 2021
Operating Expenses Non-operating Income (Expense) Income Tax Provision
Effective Income Tax Rate(1)
Net
Income
Diluted Earnings Per Share(1)
(in millions, except percentages and per share data)
As reported $ 2,066 $ 325 $ 1,814 41.3 % $ 2,575 $ 1.18
(Gains) losses on equity investments, net — (439) (99) (340) (0.16)
Amortization of acquired intangible assets (13) — 3 10 —
Acquisition-related costs (5) — 1 4 —
Remeasurement of deferred tax balances — — (1,007) 1,007 0.46
Non-GAAP $ 2,048 $ (114) $ 712 17.9 % $ 3,256 $ 1.49


		Nine Months Ended June 30, 2021										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)			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	$	6,057	$	276	$	3,038	25.8	%	$	8,727		$	3.98	As reported	$	4,670	$	(139)	$	1,833	19.4	%	$	7,606	$	3.54
(Gains) losses on equity investments, net	(Gains) losses on equity investments, net	—		(611)		(138)				(473)			(0.22)		(Gains) losses on equity investments, net	—		(104)		(14)				(90)		(0.04)
Amortization of acquired intangible assets	Amortization of acquired intangible assets	(38)		—		9				29			0.01		Amortization of acquired intangible assets	(33)		—		7				26		0.01
Acquisition-related costs	Acquisition-related costs	(13)		—		3				10			—		Acquisition-related costs	(30)		—		4				26		0.01
Remeasurement of deferred tax balances		—		—		(1,007)				1,007			0.46
Indirect taxes		(152)		—		40				112			0.05
Litigation provision															Litigation provision	(145)		—		32				113		0.05
Russia-Ukraine charges															Russia-Ukraine charges	(60)		—		4				56		0.03
Non-GAAP	Non-GAAP	$	5,854	$	(335)	$	1,945	17.1	%	$	9,412		$	4.29	Non-GAAP	$	4,402	$	(243)	$	1,866	19.4	%	$	7,737	$	3.60

(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.

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

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

The following table presents nominal payments and cash volume:


		U.S.						International						Visa Inc.							U.S.						International						Visa Inc.
		Three Months Ended March 31,(1)						Three Months Ended March 31,(1)						Three Months Ended March 31,(1)							Three Months Ended December 31,(1)						Three Months Ended December 31,(1)						Three Months Ended December 31,(1)
		2022		2021		% Change(2)		2022		2021		% Change(2)		2022		2021		% 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	$	487	$	384	27	%	$	659	$	584	13	%	$	1,146	$	968	18	%	Consumer credit	$	569	$	525	8	%	$	696	$	708	(2	%)	$	1,265	$	1,233	3	%
Consumer debit(3)	Consumer debit(3)	637		607		5	%	659		584		13	%	1,295		1,191		9	%	Consumer debit(3)	706		652		8	%	662		732		(10	%)	1,368		1,384		(1	%)
Commercial(4)	Commercial(4)	214		166		28	%	120		99		22	%	334		265		26	%	Commercial(4)	248		219		13	%	137		129		7	%	385		348		11	%
Total nominal payments volume(2)	Total nominal payments volume(2)	$	1,337	$	1,157	16	%	$	1,438	$	1,267	13	%	$	2,775	$	2,424	14	%	Total nominal payments volume(2)	$	1,522	$	1,395	9	%	$	1,495	$	1,569	(5	%)	$	3,018	$	2,964	2	%
Cash volume(5)	Cash volume(5)	144		158		(9	%)	464		463		—	%	608		621		(2	%)	Cash volume(5)	150		153		(2	%)	466		514		(9	%)	617		667		(8	%)
Total nominal volume(2),(6)	Total nominal volume(2),(6)	$	1,482	$	1,316	13	%	$	1,902	$	1,730	10	%	$	3,383	$	3,045	11	%	Total nominal volume(2),(6)	$	1,673	$	1,548	8	%	$	1,962	$	2,083	(6	%)	$	3,634	$	3,632	—	%

		U.S.						International						Visa Inc.							U.S.						International						Visa Inc.
		Nine Months Ended March 31,(1)						Nine Months Ended March 31,(1)						Nine Months Ended March 31,(1)							Six Months Ended December 31,(1)						Six Months Ended December 31,(1)						Six Months Ended December 31,(1)
		2022		2021		% Change(2)		2022		2021		% Change(2)		2022		2021		% 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	$	1,492	$	1,175	27	%	$	2,018	$	1,778	14	%	$	3,510	$	2,953	19	%	Consumer credit	$	1,120	$	1,005	11	%	$	1,380	$	1,360	2	%	$	2,500	$	2,365	6	%
Consumer debit(3)	Consumer debit(3)	1,927		1,718		12	%	2,081		1,782		17	%	4,008		3,500		15	%	Consumer debit(3)	1,388		1,292		7	%	1,300		1,425		(9	%)	2,688		2,717		(1	%)
Commercial(4)	Commercial(4)	637		501		27	%	366		296		24	%	1,003		797		26	%	Commercial(4)	494		424		16	%	267		247		8	%	762		671		14	%
Total nominal payments volume(2)	Total nominal payments volume(2)	$	4,057	$	3,394	20	%	$	4,465	$	3,855	16	%	$	8,522	$	7,249	18	%	Total nominal payments volume(2)	$	3,002	$	2,721	10	%	$	2,947	$	3,031	(3	%)	$	5,949	$	5,752	3	%
Cash volume(5)	Cash volume(5)	477		466		2	%	1,475		1,442		2	%	1,952		1,908		2	%	Cash volume(5)	305		332		(8	%)	918		1,011		(9	%)	1,223		1,342		(9	%)
Total nominal volume(2),(6)	Total nominal volume(2),(6)	$	4,533	$	3,860	17	%	$	5,940	$	5,297	12	%	$	10,473	$	9,157	14	%	Total nominal volume(2),(6)	$	3,307	$	3,053	8	%	$	3,865	$	4,041	(4	%)	$	7,172	$	7,094	1	%

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


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

(1)Service revenues in a given quarter are assessed based on nominal payments volume in the prior quarter. Therefore, service revenues reported for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, were based on nominal payments volume reported by our financial institution clients for the three and ~~nine~~six months ended ~~March~~December 31, 2022 and 2021, respectively. On occasion, previously presented volume information may be updated. Prior-period updates are not material.

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

(3)Includes consumer prepaid volume and Interlink volume.

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

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

(6)Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal volume is provided by our financial institution clients, subject to review by Visa.

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

The following table presents the number of processed transactions:


		Three Months Ended June 30,				Nine Months Ended June 30,					Three Months Ended March 31,				Six Months Ended March 31,
		2022	2021	% Change(1)		2022	2021	% Change(1)			2023	2022	% Change(1)		2023	2022	% Change(1)
		(in millions, except percentages)									(in millions, except percentages)
Visa processed transactions	Visa processed transactions	49,279	42,561	16	%	141,645	119,418	19	%	Visa processed transactions	50,069	44,807	12	%	102,581	92,366	11	%

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

Results of Operations

Net Revenues

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


		Three Months Ended June 30,				Nine Months Ended June 30,						Three Months Ended March 31,						Six Months Ended March 31,
		2022		2021		% Change(1)		2022		2021			% Change(1)			2023		2022		% Change(1)		2023		2022		% Change(1)
		(in millions, except percentages)										(in millions, except percentages)
U.S.	U.S.	$	3,170	$	2,806	13	%	$	9,427	$	8,156		16	%	U.S.	$	3,540	$	3,079	15	%	$	7,107	$	6,257	14	%
International	International	4,105		3,324		23	%	12,096		9,390			29	%	International	4,445		4,110		8	%	8,814		7,991		10	%
Net revenues	Net revenues	$	7,275	$	6,130	19	%	$	21,523	$	17,546		23	%	Net revenues	$	7,985	$	7,189	11	%	$	15,921	$	14,248	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 ~~nine-month~~six-month comparable periods primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, ~~and processed transactions,~~ partially offset by higher client incentives.

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Our net revenues are impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenues denominated in local currencies are converted to U.S. dollars. During the three and ~~nine~~six months ended ~~June 30, 2022,~~March 31, 2023, exchange rate movements ~~and our hedging program negatively impacted~~lowered our net revenues growth by approximately ~~three percentage points and~~ two percentage ~~points, respectively.~~points.

The following table presents the components of our net revenues:


		Three Months Ended June 30,				Nine Months Ended June 30,						Three Months Ended March 31,						Six Months Ended March 31,
		2022		2021		% Change(1)		2022		2021			% Change(1)			2023		2022		% Change(1)		2023		2022		% Change(1)
		(in millions, except percentages)										(in millions, except percentages)
Service revenues	Service revenues	$	3,189	$	2,828	13	%	$	9,903	$	8,350		19	%	Service revenues	$	3,771	$	3,521	7	%	$	7,282	$	6,714	8	%
Data processing revenues	Data processing revenues	3,579		3,327		8	%	10,673		9,356			14	%	Data processing revenues	3,819		3,480		10	%	7,646		7,094		8	%
International transaction revenues	International transaction revenues	2,560		1,696		51	%	6,942		4,635			50	%	International transaction revenues	2,749		2,208		24	%	5,546		4,382		27	%
Other revenues	Other revenues	517		409		26	%	1,440		1,185			21	%	Other revenues	551		474		16	%	1,138		923		23	%
Client incentives	Client incentives	(2,570)		(2,130)		21	%	(7,435)		(5,980)			24	%	Client incentives	(2,905)		(2,494)		16	%	(5,691)		(4,865)		17	%
Net revenues	Net revenues	$	7,275	$	6,130	19	%	$	21,523	$	17,546		23	%	Net revenues	$	7,985	$	7,189	11	%	$	15,921	$	14,248	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 ~~14%~~2% and ~~18%~~3% growth in nominal payments volume during the three and ~~nine-month~~six-month comparable periods, ~~respectively. For~~respectively, despite the ~~three-month comparable period, service revenues were partially offset by~~impact of our suspension of operations in ~~Russia as we recognized~~Russia. Service revenues ~~from fiscal third quarter, based on fiscal second quarter payments volume, in fiscal second quarter.~~also increased due to business mix and select pricing modifications.

•Data processing revenues increased primarily due to overall growth in processed transactions of ~~16%~~12% and ~~19%~~11% during the three and ~~nine-month~~six-month comparable periods, respectively, partially offset by our suspension of operations in ~~Russia and unfavorable currency fluctuations.~~Russia.

•International transaction revenues increased primarily due to growth in nominal cross-border volumes ~~excluding transactions within Europe,~~ of ~~38%~~27% and ~~42%~~25% during the three and ~~nine-month~~six-month comparable periods, ~~respectively.~~respectively, excluding transactions within Europe. International transaction revenues also increased due to volatility of a broad range of currencies and select pricing ~~modifications.~~modifications, partially offset by business mix.

•Other revenues increased primarily due to value added services revenues tied to marketing ~~services, travel related card benefits,~~and consulting services. Other revenues ~~other value added services and select pricing modifications.~~also increased due to acquisition-related revenues.

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

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Operating Expenses

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


		Three Months Ended June 30,				Nine Months Ended June 30,						Three Months Ended March 31,						Six Months Ended March 31,
		2022		2021		% Change(1)		2022		2021			% Change(1)			2023		2022		% Change(1)		2023		2022		% Change(1)
		(in millions, except percentages)										(in millions, except percentages)
Personnel	Personnel	$	1,283	$	1,098	17	%	$	3,634	$	3,193		14	%	Personnel	$	1,515	$	1,226	24	%	$	2,852	$	2,351	21	%
Marketing	Marketing	313		268		17	%	907		679			34	%	Marketing	309		314		(2	%)	641		594		8	%
Network and processing	Network and processing	178		186		(4	%)	558		538			4	%	Network and processing	179		190		(6	%)	357		380		(6	%)
Professional fees	Professional fees	117		108		9	%	342		273			25	%	Professional fees	130		125		5	%	239		225		7	%
Depreciation and amortization	Depreciation and amortization	230		204		13	%	635		602			6	%	Depreciation and amortization	234		207		13	%	461		405		14	%
General and administrative	General and administrative	289		204		41	%	856		770			11	%	General and administrative	282		325		(13	%)	604		567		6	%
Litigation provision	Litigation provision	717		(2)		NM		865		2			NM		Litigation provision	—		—		NM		341		148		131	%
Total operating expenses	Total operating expenses	$	3,127	$	2,066	51	%	$	7,797	$	6,057		29	%	Total operating expenses	$	2,649	$	2,387	11	%	$	5,495	$	4,670	18	%

NM - Not meaningful

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

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

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

•Marketing expenses increased during the ~~three~~six months ended ~~June 30, 2022~~March 31, 2023 primarily ~~in support of a number of campaigns and client marketing. In the nine months ended June 30, 2022, expenses increased as we lapped planned delays in spending in the first half of fiscal 2021 and~~due to increased spending in various campaigns, including the ~~Beijing~~FIFA World Cup 2022 ~~Olympics Winter Games,~~TM and client marketing. The increase was partially offset by the absence of spending for the Beijing 2022 Olympic Winter Games in the current period.

•~~Professional fees~~Network and processing expenses ~~increased during~~decreased primarily due to the ~~three months ended June 30, 2022, reflecting higher investment~~absence of fees associated with the processing of Russian domestic transactions as a result of our suspension of operations in ~~various corporate projects. In the nine months ended June 30, 2022, expenses increased as we lapped planned delays in spending in the first half of fiscal 2021.~~Russia, partially offset by continued technology and processing network investments to support growth.

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

•General and administrative expenses ~~increased~~decreased during the three months ended ~~June 30, 2022~~March 31, 2023 primarily due to ~~higher~~the absence of expenses as a result of the suspension of our operations in Russia. During the six months ended March 31, 2023, expenses increased primarily due to an increase in travel expenses and higher usage of travel related card benefits, ~~and~~partially offset by the ~~inclusion~~absence of expenses ~~from our acquisitions. In the nine months ended June 30, 2022, expenses increased primarily due to~~as a result of the suspension of our operations in Russia and deconsolidation of our Russian subsidiary, higher usage of travel related card benefits, higher travel expenses and the inclusion of expenses from our acquisitions, partially offset by one-time charge of indirect taxes in the prior year.Russia.

•Litigation provision increased during the ~~three and nine~~six months ended ~~June 30, 2022~~March 31, 2023 primarily due to ~~additional accruals of $716 million and $861 million, respectively,~~an 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.

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Non-operating Income (Expense)

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

Three Months Ended
June 30, Nine Months Ended
June 30,
2022 2021
%
Change(1)
2022 2021
%
Change(1)
(in millions, except percentages)
Interest expense, net $ (111) $ (131) (15 %) $ (379) $ (388) (2 %)
Investment income and other (208) 456 (146 %) (79) 664 (112 %)
Total non-operating income (expense) $ (319) $ 325 (198 %) $ (458) $ 276 (266 %)


	Three Months Ended March 31,						Six Months Ended March 31,
	2023		2022		% Change(1)		2023		2022		% Change(1)
	(in millions, except percentages)
Interest expense	$	(142)	$	(134)	6	%	$	(279)	$	(268)	4	%
Investment income (expense) and other	84		(126)		(167	%)	108		129		(16	%)
Total non-operating income (expense)	$	(58)	$	(260)	(78	%)	$	(171)	$	(139)	23	%

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

•Interest expense ~~net~~ ~~decreased in~~increased during the three and six months ended June 30, 2022 primarily due to lower interest expense related to income taxes, partially offset by higher interest expense as a result of the issuance of debt in the three months ended June 30, 2022. The decrease in the nine months ended June 30, 2022 wasMarch 31, 2023 primarily driven by lower gains from derivative instruments, partially offset by lower interest ~~expense due~~related to ~~the timing of debt issuance.~~indirect taxes.

•Investment income (expense) and other ~~decreased in~~increased during the three ~~and nine~~ months ended ~~June 30, 2022~~March 31, 2023 primarily due to higher interest income on our cash and investments and lower losses on our equity investments. Investment income and other decreased during the six months ended March 31, 2023 primarily due to losses on our ~~equity~~investments, offset by higher interest income on our cash and investments.

Effective Income Tax Rate

The following table presents our effective income tax rates:

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


	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Effective income tax rate	19	%	20	%	18	%	19	%

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

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

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

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

~~Table of Contents~~

Liquidity and Capital Resources

Cash Flow Data

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


		Nine Months Ended June 30,					Six Months Ended March 31,
		2022		2021			2023		2022
		(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	$	12,973	$	11,256	Operating activities	$	8,031	$	7,721
Investing activities	Investing activities	(4,395)		1,546		Investing activities	(835)		(2,332)
Financing activities	Financing activities	(8,656)		(10,791)		Financing activities	(9,273)		(8,367)
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	(725)		92		Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	828		(305)
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	$	(803)	$	2,103	Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	$	(1,249)	$	(3,283)

Operating activities. Cash provided by operating activities for the ~~nine~~six months ended ~~June 30, 2022~~March 31, 2023 was higher than the prior-year comparable period primarily due to growth in our underlying business, partially offset by higher ~~client~~ incentive payments.

Table of Contents

Investing activities. Cash ~~was~~ used in investing activities for the ~~nine~~six months ended ~~June 30, 2022 as compared to cash provided by investing activities during~~March 31, 2023 was lower than the prior-year comparable period primarily due to ~~lower proceeds from sales and maturities~~the absence of ~~investment securities, combined with higher purchases of investment securities, and higher~~ 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~~maturities and ~~restricted cash acquired. See~~ ~~Note 2—Acquisitions~~ ~~and~~ ~~Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents~~ ~~to our unaudited consolidated financial statements.~~sales, of investment securities.

Financing activities. Cash used in financing activities for the ~~nine~~six months ended ~~June 30, 2022~~March 31, 2023 was ~~lower~~higher than the prior-year comparable period primarily due to the principal debt payment upon maturity of our December 2022 senior notes, the absence of proceeds ~~received~~ from the issuance of ~~senior notes in the current year~~commercial paper and ~~the absence of the principal debt payment made in the prior year,~~higher dividends paid, partially offset by ~~higher~~lower share ~~repurchases and higher dividends paid.~~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. During the three months ended June 30, 2022, we repaid $300 million and $650 million of commercial paper that was issued in March 2022 and April 2022, respectively. We had no outstanding obligations under the program as of June 30, 2022.

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

~~Table of Contents~~

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 ~~nine~~six months ended ~~June 30, 2022,~~March 31, 2023, we repurchased shares of our class A common stock in the open market for ~~$9.5~~$5.3 billion. As of ~~June 30, 2022,~~March 31, 2023, our repurchase ~~program~~programs had remaining authorized funds of ~~$7.3~~$11.9 billion. See Note 9—8—Stockholders’ Equity to our unaudited consolidated financial statements.

Dividends. During the ~~nine~~six months ended ~~June 30, 2022,~~March 31, 2023, we declared and paid ~~$2.4~~$1.9 billion in dividends to holders of our common and preferred stock. On ~~July 22, 2022,~~April 25, 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 six months ended March 31, 2023, 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 ~~nine~~six months ended ~~June 30, 2022,~~March 31, 2023, we deposited ~~$850~~$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 ~~June 30, 2022~~March 31, 2023 was ~~$1.5~~$1.6 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~~The Financial Accounting Standards Board ~~(“FASB”)~~has issued ~~Accounting Standards Update (“ASU”) 2020-04,~~certain accounting updates, 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 expectedwe have either determined to be discontinued because of reference rate reform. Subsequently, the FASB also issued an amendment to this standard. The amendments in the ASU are effective upon issuance through December 31, 2022. We are evaluating the effect ASU 2020-04 and its subsequent amendment will have on our consolidated financial statements. The adoption isnot applicable or 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.

Table of Contents


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 ~~third~~second quarter of fiscal ~~2022~~2023 that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

4039

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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~~developments concerning the Company’s current material legal ~~proceedings.~~proceedings, since the Company's Annual Report on Form 10-K for the year ended September 30, 2022.


ITEM 1A.			Risk Factors.

For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2021 and our other Reports on Forms 10-Q and 8-K~~.2022.

4140

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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 ~~June 30, 2022:~~March 31, 2023:

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


Period	Total Number of Shares Purchased	Average Purchase Price per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1),(2)
	(in millions, except per share data)
January 1 - 31, 2023	1	$	217.64	1	$	13,790
February 1 - 28, 2023	2	$	224.47	2	$	13,244
March 1 - 31, 2023	7	$	221.86	7	$	11,785
Total	10	$	222.09	10

(1)Includes applicable taxes.

(2)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.

4241

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ITEM 6.			Exhibits.

EXHIBIT INDEX

Incorporated by Reference
Exhibit
Number Description of Documents Schedule/ Form File Number Exhibit Filing Date
4.1 Form of 1.500% Senior Notes due 2026 8-K 001-33977
4.1
6/1/2022
4.2 Form of 2.000% Senior Notes due 2029 8-K 001-33977
4.2
6/1/2022
4.3 Form of 2.375% Senior Notes due 2034 8-K 001-33977
4.3
6/1/2022
10.1*+
Form of Visa Inc. Incentive Plan, as amended and restated as of July 18, 2022
31.1+
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2+
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1+
Section 1350 Certification of Principal Executive and Financial Officer
101.INS+ Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+ Inline XBRL Taxonomy Extension Schema Document
101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+ Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+ Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Incorporated by Reference

Exhibit
Number

Description of Documents

Schedule/ Form

File Number

Exhibit

Filing Date

10.1+

Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after January 23, 2023

10.2+

Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 2023

10.3+

Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 2023

10.4+

Form of Amendment Notification to Stock Option and Performance Share Award Holders

10.5+

First Amendment to Amended and Restated Aircraft Time Sharing Agreement, dated January 30, 2023, between Visa and Alfred F. Kelly, Jr.

10.6+

Aircraft Time Sharing Agreement, effective January 30, 2023, between Visa and Ryan McInerney

31.1+

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

31.2+

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

32.1+

Section 1350 Certification of Principal Executive and Financial Officer

101.INS+

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

101.SCH+

Inline XBRL Taxonomy Extension Schema Document

101.CAL+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF+

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB+

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE+

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104+

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


*			~~Management contract, compensatory plan or arrangement.~~
+			Filed or furnished herewith.

4342

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SIGNATURES

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

VISA INC.

Date:

~~July 28, 2022~~April 26, 2023

By:

/s/ ~~Alfred F. Kelly, Jr.~~Ryan McInerney

Name:

~~Alfred F. Kelly, Jr.~~Ryan McInerney

Title:

~~Chairman and~~ Chief Executive Officer
(Principal Executive Officer)

Date:

~~July 28, 2022~~April 26, 2023

By:

/s/ Vasant M. Prabhu

Name:

Vasant M. Prabhu

Title:

Vice Chair, Chief Financial Officer
(Principal Financial Officer)

Date:

~~July 28, 2022~~April 26, 2023

By:

/s/ Peter M. Andreski

Name:

Peter M. Andreski

Title:

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

4443


	Three Months Ended June 30, 2022
	Preferred Stock				Common Stock					Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity
	Series A		Series B	Series C	Class A		Class B	Class C
	(in millions, except per share data)
Balance as of March 31, 2022	—	(1)	2	3	1,648		245	10		$	2,987	$	(120)	$	18,876	$	14,651	$	(405)	$	35,989
Net income																3,411				3,411
Other comprehensive income (loss), net of tax																		(862)		(862)
Comprehensive income																				2,549
VE territory covered losses incurred												(15)								(15)
Recovery through conversion rate adjustment										(112)		112								—
Conversion of series A preferred stock upon sales into public market	—	(1)			—	(1)				(24)				24						—
Conversion of class C common stock upon sales into public market					1			—	(1)											—
Share-based compensation, net of forfeitures														152						152
Vesting of restricted stock and performance-based shares					—	(1)														—
Restricted stock and performance-based shares settled in cash for taxes					—	(1)								(1)						(1)
Cash proceeds from issuance of class A common stock under employee equity plans					—	(1)								40						40
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock																(798)				(798)
Repurchase of class A common stock					(12)									(129)		(2,304)				(2,433)
Balance as of June 30, 2022	—	(1)	2	3	1,637		245	10		$	2,851	$	(23)	$	18,962	$	14,960	$	(1,267)	$	35,483


	Nine Months Ended June 30, 2022
	Preferred Stock				Common Stock					Preferred Stock		Right to Recover for Covered Losses		Additional Paid-In Capital		Accumulated Income		Accumulated Other Comprehensive Income (Loss), Net		Total Equity
	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																11,017				11,017
Other comprehensive income (loss), net of tax																		(1,703)		(1,703)
Comprehensive income																				9,314
VE territory covered losses incurred												(31)								(31)
Recovery through conversion rate adjustment										(141)		141								—
Conversion of series A preferred stock upon sales into public market	—	(1)			1					(88)				88						—
Conversion of class C common stock upon sales into public market					1			—	(1)											—
Share-based compensation, net of forfeitures														470						470
Vesting of restricted stock and performance-based shares					2															—
Restricted stock and performance-based shares settled in cash for taxes					—	(1)								(117)						(117)
Cash proceeds from issuance of class A common stock under employee equity plans					2									153						153
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock																(2,409)				(2,409)
Repurchase of class A common stock					(46)									(487)		(8,999)				(9,486)
Balance as of June 30, 2022	—	(1)	2	3	1,637		245	10		$	2,851	$	(23)	$	18,962	$	14,960	$	(1,267)	$	35,483


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

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


	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


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