What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-04-28 compared with 2022-01-28 · 153 added, 66 removed, 249 unchanged (47% of the section changed)

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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 ongoing effects of the coronavirus (“COVID-19”) pandemic, the measures taken in response, as well as the speed and strength of an economic recovery, including the reopening of borders and resumption of international travel;

the ongoing effects of the COVID-19 pandemic, as well as the reopening of borders and resumption of international travel;

prospects, developments, strategies and growth of our business;

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Three Months Ended

March 31, Six Months Ended

(in millions, except percentages and per share data)

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

As the effects of the evolving coronavirus (“COVID-19”) pandemic continue, much remains uncertain.

Our priority remains the safety of our employees, clients and the communities in which we live and operate.

We are taking a phased approach to reopening our offices, with most of our employees currently working remotely.

We continue to remain in close and regular contact with our employees, clients, partners and governments globally to help them navigate these challenging times.

The ongoing effects of COVID-19 remain difficult to predict due to numerous uncertainties, including the transmissibility, severity, duration and resurgence of the outbreak, new variants of the virus, the uptake and effectiveness of health and safety measures or actions that are voluntarily adopted by the public or required by governments or public health authorities, including vaccines and treatments, the speed and strength of an economic recovery, including the reopening of borders and the resumption of international travel, and the impact to our employees and our operations, the business of our clients, suppliers and business partners, and other factors identified in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30 2021.

Russia & Ukraine.

During the quarter ended March 31, 2022, economic sanctions were imposed on Russia by the U.S., European Union, United Kingdom and other jurisdictions and authorities, impacting Visa and its clients.

We announced in March 2022 that we were suspending our operations in Russia.

As a result, we are no longer generating revenue from domestic and cross-border activities related to Russia.

Since 2015, domestic transactions have been processed by Russia’s state-owned payments operator, National Payment Card System.

With respect to cross-border activities, all transactions initiated with Visa cards issued by financial institutions outside Russia no longer work within Russia, and all transactions on cards issued in Russia no longer work outside the country.

Furthermore, we have deconsolidated our Russian subsidiary, as required under U.S.

For the first half of fiscal 2022 and full year fiscal 2021, total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, were approximately 4% of our consolidated net revenues.

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.

As the effects of the evolving COVID-19 pandemic continue, our priority remains the safety of our employees, clients and the communities in which we live and operate.

We are taking a phased approach to reopening our offices, with our U.S.

employees returning to offices in April 2022 in a new hybrid model of flexible work.

The ongoing effects of Russia’s invasion of Ukraine and COVID-19 are difficult to predict due to numerous uncertainties identified in Part II, Item 1A “Risk Factors” in this Form 10-Q.

We will continue to evaluate the nature and extent of the impact to our business.

Highlights for the first quarter of fiscal 2022.

For the three months ended December 31, 2021, net revenues were $7.1 billion, an increase of 24% over the prior-year comparable period, primarily due to the growth in nominal payments volume, processed transactions and nominal cross-border volume, partially offset by higher client incentives.

During the three months ended December 31, 2021, exchange rate movements and our hedging program negatively impacted our net revenues growth by approximately one percentage point.

For the three months ended December 31, 2021, GAAP operating expenses were $2.3 billion, an increase of 24% over the prior-year comparable period, primarily driven by higher litigation provision, higher personnel expenses reflecting our strategy to invest in future growth and higher marketing expenses as we lapped planned reductions in spending in the prior year.

For the three months ended December 31, 2021, non-GAAP operating expenses were $2.1 billion, an increase of 16% over the prior-year comparable period, primarily due to higher personnel expenses reflecting our strategy to invest in future growth and higher marketing expenses as we lapped planned reductions in spending in the prior year.

Closed acquisition.

Highlights for the first half of fiscal 2022.

For the three and six months ended March 31, 2022, net revenues increased 25% over both the prior-year comparable periods, primarily due to the growth in nominal payments volume, processed transactions and nominal cross-border volume, partially offset by higher client incentives.

Net revenues were also positively impacted by our suspension of operations in Russia.

See Results of Operations — Net Revenues below for further discussion.

During the three and six months ended March 31, 2022, exchange rate

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

For the three and six months ended March 31, 2022, GAAP operating expenses increased 11% and 17% over the prior-year comparable periods, respectively, primarily driven by higher personnel expense reflecting our strategy to invest in future growth and expenses incurred as a result of steps taken to support our employees in Russia and Ukraine, and higher marketing expense as we lapped planned delays in spending in the prior year.

For the six months ended March 31, 2022, GAAP operating expenses also included higher litigation provision.

During the three and six months ended March 31, 2022, exchange rate movements positively impacted our operating expense growth by approximately three percentage points and two percentage points, respectively.

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

Acquisitions.

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

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.

Pending acquisition.

On June 24, 2021, we entered into a definitive agreement to acquire Tink AB (“Tink”) for €1.8 billion, inclusive of cash and retention incentives.

Tink is a European open banking platform that enables financial institutions, fintechs and merchants to build tailored financial management tools, products and services for European consumers and businesses based on their financial data.

This acquisition is subject to customary closing conditions, including regulatory reviews and approvals.

Interchange multidistrict litigation.

During the three months ended December 31, 2021, we recorded an additional accrual of $145 million to address claims associated with the interchange multidistrict litigation.

During the six months ended March 31, 2022, we recorded an additional accrual of $145 million to address claims associated with the interchange multidistrict litigation.

We also deposited $250 million into the U.S.

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Common stock repurchases.

In December 2021, our board of directors authorized a new $12.0 billion share repurchase program .

Previously, in January 2021, our board of directors authorized an $8.0 billion share repurchase program.

During the three months ended December 31, 2021, we repurchased 19 million shares of our class A common stock in the open market for $4.1 billion.

As of December 31, 2021, our repurchase programs had remaining authorized funds of $12.7 billion.

In December 2021, our board of directors authorized a $12.0 billion share repurchase program .

During the six months ended March 31, 2022, we repurchased 34 million shares of our class A common stock in the open market for $7.1 billion.

As of March 31, 2022, our repurchase program had remaining authorized funds of $9.8 billion.

See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

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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.

It also includes 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.

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 months ended December 31, 2021, we recorded an additional accrual to address claims associated with the interchange multidistrict litigation of $145 million, and related tax benefit of $32 million determined by applying applicable tax rates.

During the six months ended March 31, 2022, we recorded an additional accrual to address claims associated with the interchange multidistrict litigation of $145 million, and related tax benefit of $32 million determined by applying applicable tax rates.

Under the U.S.

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and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

• Russia-Ukraine charges.

During the three and six months ended March 31, 2022, we recorded a loss within general and administrative expense 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.

• Indirect taxes .

During the three and six months ended March 31, 2021, we recognized a one-time charge within general and administrative expense of $152 million, and related tax benefit of $40 million determined by applying applicable tax rates.

This charge is to record our estimate of probable additional indirect taxes, related to prior periods, for which we could be liable as a result of certain changes in applicable law.

This one-time charge is not representative of our ongoing operations.

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

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GAAP, to our respective non-GAAP financial measures:

Three Months Ended December 31, 2021

Three Months Ended March 31, 2022

Operating Expenses Non-operating Income (Expense) Income Tax Provision Effective Income Tax Rate (1)

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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

Six Months Ended March 31, 2022

Operating Expenses Non-operating Income (Expense) Income Tax Provision Effective Income Tax Rate (1)

Income Diluted Earnings Per Share (1)

(in millions, except percentages and per share data)

As reported $ 4,670 $ (139) $ 1,833 19.4 % $ 7,606 $ 3.54

(Gains) losses on equity investments, net — (104) (14) (90) (0.04)

Amortization of acquired intangible assets (33) — 7 26 0.01

Acquisition-related costs (30) — 4 26 0.01

Litigation provision (145) — 32 113 0.05

Russia-Ukraine charges (60) — 4 56 0.03

Non-GAAP $ 4,402 $ (243) $ 1,866 19.4 % $ 7,737 $ 3.60

Three Months Ended December 31, 2020

Three Months Ended March 31, 2021

Operating Expenses Non-operating Income (Expense) Income Tax Provision Effective Income Tax Rate (1)

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Acquisition-related costs (5) — 1 4 —

Indirect taxes (152) — 40 112 0.05

Non-GAAP $ 1,978 $ (109) $ 611 16.8 % $ 3,031 $ 1.38

Six Months Ended March 31, 2021

Operating Expenses Non-operating Income (Expense) Income Tax Provision Effective Income Tax Rate (1)

Income Diluted Earnings Per Share (1)

(in millions, except percentages and per share data)

As reported $ 3,991 $ (49) $ 1,224 16.6 % $ 6,152 $ 2.80

(Gains) losses on equity investments, net — (172) (39) (133) (0.06)

Amortization of acquired intangible assets (25) — 6 19 0.01

Acquisition-related costs (8) — 2 6 —

Indirect taxes (152) — 40 112 0.05

Non-GAAP $ 3,806 $ (221) $ 1,233 16.7 % $ 6,156 $ 2.80

(1) Figures in the table may not recalculate exactly due to rounding.

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dollars and is calculated each quarter by applying an established U.S.

dollar/local currency exchange rate for each local currency in which our volumes are reported.

dollar/foreign currency exchange rate for each local currency in which our volumes are reported.

Processed transactions represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks.

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International Visa Inc.

Three Months Ended September 30, (1)

Three Months Ended December 31, (1)

2021 2020 % Change (2)

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$ 1,547 $ 1,283 21 % $ 2,083 $ 1,833 14 % $ 3,630 $ 3,116 16 %

International Visa Inc.

Six Months Ended December 31, (1)

2021 2020 % Change (2)

(in billions, except percentages)

Nominal payments volume

Consumer credit $ 1,004 $ 791 27 % $ 1,359 $ 1,194 14 % $ 2,363 $ 1,985 19 %

Consumer debit (3)

1,291 1,111 16 % 1,424 1,198 19 % 2,715 2,309 18 %

Commercial (4)

423 334 27 % 246 197 25 % 669 531 26 %

Total nominal payments volume (2)

$ 2,719 $ 2,237 22 % $ 3,028 $ 2,589 17 % $ 5,747 $ 4,825 19 %

Cash volume (5)

332 308 8 % 1,011 979 3 % 1,342 1,287 4 %

Total nominal volume (2),(6)

$ 3,050 $ 2,545 20 % $ 4,039 $ 3,567 13 % $ 7,089 $ 6,112 16 %

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

International Visa Inc.

Ended September 30,

International Visa Inc.

Ended December 31,

Nominal Constant (7)

Payments volume growth

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(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 months ended December 31, 2021 and 2020, respectively, were based on nominal payments volume reported by our financial institution clients for the three months ended September 30, 2021 and 2020, respectively.

Therefore, service revenues reported for the three and six months ended March 31, 2022 and 2021, respectively, were based on nominal payments volume reported by our financial institution clients for the three and six months ended December 31, 2021 and 2020, respectively.

On occasion, previously presented volume information may be updated.

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Three Months Ended

March 31, Six Months Ended

(in millions, except percentages)

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Three Months Ended

March 31, Six Months Ended

(in millions, except percentages)

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Percentage changes are calculated based on unrounded numbers.

Net revenues increased primarily due to the growth in nominal payments volume, processed transactions and nominal cross-border volume, partially offset by higher client incentives.

Net revenues increased during the three and six-month comparable periods primarily due to the growth in nominal payments volume, processed transactions and nominal cross-border volume, partially offset by higher client incentives.

Net revenues were also positively impacted by our suspension of operations in Russia.

See further discussion below.

Our net revenues are impacted by the overall strengthening or weakening of the U.S.

dollar as payments volume and related revenues denominated in local currencies are converted to U.S.

During the three months ended December 31, 2021, exchange rate movements and our hedging program negatively impacted our net revenues growth by approximately one percentage point.

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

The following table presents the components of our net revenues:

Three Months Ended

March 31, Six Months Ended

(in millions, except percentages)

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Percentage changes are calculated based on unrounded numbers.

• Service revenues increased primarily due to 18% growth in nominal payments volume.

• Data processing revenues increased primarily due to overall growth in processed transactions of 21%.

• International transaction revenues increased primarily due to growth in nominal cross-border volumes, excluding transactions within Europe, of 49%.

• Other revenues increased primarily due to higher consulting revenues and other value added services.

• Client incentives increased primarily due to growth in payments volume.

• Service revenues increased primarily due to 20% and 19% growth in nominal payments volume during the three and six-month comparable periods, respectively.

In addition, while we normally would have recognized revenues in fiscal third quarter based on fiscal second quarter payments volume, as a result of the suspension of our operations in Russia, this quarter we recognized revenues from our Russian clients based on fiscal second quarter payments volume.

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

• International transaction revenues increased primarily due to growth in nominal cross-border volumes, excluding transactions within Europe, of 42% and 45% during the three and six-month comparable periods, respectively.

International transaction revenues also increased due to select pricing modifications and fluctuations in the volatility of a broad range of currencies, partially offset by business mix.

• Other revenues increased primarily due to higher consulting and marketing revenues and other value added services.

• Client incentives increased primarily due to growth in payments volume during the three and 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 execution of new contracts.

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Three Months Ended

March 31, Six Months Ended

(in millions, except percentages)

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Depreciation and amortization

207 201 3 % 405 398 2 %

General and administrative

Litigation provision 148 1 NM

325 363 (10 %) 567 566 — %

Litigation provision — 3 NM 148 4 NM

Total operating expenses $ 2,387 $ 2,148 11 % $ 4,670 $ 3,991 17 %

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Percentage changes are calculated based on unrounded numbers.

Total operating expenses increased primarily due to our planned reduction and delay of our spend as revenue was impacted by the COVID-19 pandemic in the first half of the prior year.

• Personnel expenses increased primarily due to higher headcount and compensation, reflecting our strategy to invest in future growth.

• Marketing expenses increased as we lapped planned reductions in spending in the prior year as well as higher spending in various campaigns .

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

Total operating expenses were also impacted by Russia’s invasion of Ukraine.

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

• Marketing expenses increased as we lapped planned delays in spending in the prior year as well as higher spending in various campaigns, including the Beijing 2022 Olympics Winter Games, and client marketing .

• Network and processing expenses increased mainly due to higher continued technology and processing network investments to support growth.

• Professional fees increased primarily due to higher consulting fees as we lapped planned reductions in spending in the prior year.

• General and administrative expenses increased primarily as a result of higher usage of travel related card benefits and unfavorable foreign currency fluctuations, partially offset by lower indirect taxes.

• Litigation provision increased primarily due to an additional $145 million accrual related to the U.S.

• Professional fees increased primarily due to higher consulting fees as we lapped planned delays in spending in the prior year.

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

• Litigation provision increased during the six months ended March 31, 2022 primarily due to an additional $145 million accrual related to the U.S.

covered litigation.

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Three Months Ended

March 31, Six Months Ended

(in millions, except percentages)

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Percentage changes are calculated based on unrounded numbers.

• Interest expense, net decreased primarily as a result of lower interest expense due to lower outstanding debt and derivative instruments that lowered the cost of borrowing, partially offset by an increase in interest expense related to income tax liabilities.

• Investment income and other increased primarily due to higher gains on our equity investments.

• Interest expense, net increased in the three and six months ended March 31, 2022 primarily as a result of higher interest expense related to income taxes liabilities.

The increase in the six months ended March 31, 2022 was partially offset by lower interest expense due to lower outstanding debt and derivative instruments that lowered the cost of borrowing.

• Investment income and other decreased in the three months ended March 31, 2022 primarily due to losses on our equity investments.

Investment income and other decreased in the six months ended March 31, 2022 primarily due to lower gains on our equity investments.

Effective Income Tax Rate

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Three Months Ended

March 31, Six Months Ended

2022 2021 2022 2021

Effective income tax rate 20 % 17 % 19 % 17 %

The difference in the effective tax rates is primarily due to an $81 million tax benefit recognized during the three months ended December 31, 2020 as a result of the conclusion of audits by taxing authorities.

The difference in the effective tax rates is primarily due to $66 million and $147 million of tax benefits recognized during the three and six months ended March 31, 2021, respectively, as a result of the conclusion of audits by taxing authorities.

Liquidity and Capital Resources

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

Three Months Ended

Six Months Ended

(in millions)

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Operating activities.

Cash provided by operating activities for the three months ended December 31, 2021 was higher than the prior-year comparable period primarily due to growth in our underlying business, partially offset by higher client incentive payments.

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

Investing activities.

Cash was used in investing activities for the three months ended December 31, 2021 as compared to cash provided by investing activities during the prior-year comparable period, primarily due to higher cash paid for acquisitions and lower proceeds from sales and maturities, net of purchases of investment securities.

See Note 2—Acquisitions to our unaudited consolidated financial statements.

Cash was used in investing activities for the six months ended March 31, 2022 as compared to cash provided by investing activities during the prior-year comparable period, primarily due to higher cash paid for acquisitions, net of cash and restricted cash acquired, and lower proceeds from sales and maturities, net of purchases of investment securities.

See Note 2—Acquisitions and Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents to our unaudited consolidated financial statements.

Financing activities.

Cash used in financing activities for the three months ended December 31, 2021 was lower than the prior-year comparable period primarily due to the absence of the principal debt payment made in the prior year, partially offset by higher share repurchases and higher dividends paid.

See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements .

Cash used in financing activities for the six months ended March 31, 2022 was higher than the prior-year comparable period primarily due to higher share repurchases and higher dividends paid, partially offset by the absence of the principal debt payment made in the prior year and proceeds from the issuance of commercial paper in the current year.

See Note 7—Debt and Note 9—Stockholders’ Equity to our unaudited consolidated financial statements .

Sources of Liquidity

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We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.

Commercial paper program .

We maintain a commercial paper program to support our working capital requirements and for other general corporate purposes.

The carrying amount outstanding at March 31, 2022 of $300 million was fully repaid in April 2022.

See Note 7—Debt to our unaudited consolidated financial statements.

Uses of Liquidity

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Common stock repurchases.

In December 2021, our board of directors authorized a new $12.0 billion share repurchase program.

During the three months ended December 31, 2021, we repurchased 19 million shares of our class A common stock in the open market for $4.1 billion.

As of December 31, 2021, our repurchase programs had remaining authorized funds of $12.7 billion.

During the six months ended March 31, 2022, we repurchased shares of our class A common stock in the open market for $7.1 billion.

As of March 31, 2022, our repurchase program had remaining authorized funds of $9.8 billion.

See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

During the three months ended December 31, 2021, we declared and paid $809 million in dividends to holders of our common and preferred stock.

On January 25, 2022, our board of directors declared a cash dividend in the amount of $0.375 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis), which will be paid on March 1, 2022, to all holders of record as of February 11, 2022.

During the six months ended March 31, 2022, we declared and paid $1.6 billion in dividends to holders of our common and preferred stock.

On April 22, 2022, our board of directors declared a cash dividend in the amount of $0.375 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis).

See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

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litigation escrow account to address claims associated with the interchange multidistrict litigation.

The balance of this account as of March 31, 2022 was $882 million and is reflected as restricted cash in our consolidated balance sheets.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

Closed acquisition .

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).

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.

Pending acquisition.

On June 24, 2021, we entered into a definitive agreement to acquire Tink for €1.8 billion, inclusive of cash and retention incentives.

This acquisition is subject to customary closing conditions, including regulatory reviews and approvals.

Accounting Pronouncements Not Yet Adopted

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis