VISA INC. 10-Q

ITEM 1. Financial Statements (Unaudited) VISA INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 2022 September 30, 2021 (in millions, except per share data) Assets Cash and cash equivalents $ 12,299 $ 16,487 Restricted cash equivalents—U.S. litigation escrow 882 894 Investment securities 1,230 2,025 Settlement receivable 1,632 1,758 Accounts receivable 2,135 1,968 Customer collateral 2,309 2,260 Current portion of client incentives 1,309 1,359 Prepaid expenses and other current assets 2,295 856 Total current assets 24,091 27,607 Investment securities 2,296 1,705 Client incentives 3,256 3,245 Property, equipment and technology, net 3,120 2,715 Goodwill 18,143 15,958 Intangible assets, net 27,006 27,664 Other assets 3,896 4,002 Total assets $ 81,808 $ 82,896 Liabilities Accounts payable $ 182 $ 266 Settlement payable 2,409 2,443 Customer collateral 2,309 2,260 Accrued compensation and benefits 877 1,211 Client incentives 5,436 5,243 Accrued liabilities 3,172 2,334 Current maturities of debt 3,548 999 Accrued litigation 769 983 Total current liabilities 18,702 15,739 Long-term debt 17,479 19,978 Deferred tax liabilities 6,081 6,128 Other liabilities 3,557 3,462 Total liabilities 45,819 45,307 Equity Preferred stock, $ 0.0001 par value, 25 shares authorized and 5 shares issued and outstanding as follows: Series A convertible participating preferred stock, less than one shares issued and outstanding at March 31, 2022 and September 30, 2021 (the “series A preferred stock”) 422 486 Series B convertible participating preferred stock, 2 shares issued and outstanding at March 31, 2022 and September 30, 2021 (the “series B preferred stock”) 1,045 1,071 Series C convertible participating preferred stock, 3 shares issued and outstanding at March 31, 2022 and September 30, 2021 (the “series C preferred stock”) 1,520 1,523 Class A common stock, $ 0.0001 par value, 2,001,622 shares authorized, 1,648 and 1,677 shares issued and outstanding at March 31, 2022 and September 30, 2021 respectively — — Class B common stock, $ 0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at March 31, 2022 and September 30, 2021 — — Class C common stock, $ 0.0001 par value, 1,097 shares authorized, 10 shares issued and outstanding at March 31, 2022 and September 30, 2021 — — Right to recover for covered losses ( 120 ) ( 133 ) Additional paid-in capital 18,876 18,855 Accumulated income 14,651 15,351 Accumulated other comprehensive income (loss), net: Investment securities ( 41 ) ( 1 ) Defined benefit pension and other postretirement plans ( 48 ) ( 49 ) Derivative instruments ( 136 ) ( 257 ) Foreign currency translation adjustments ( 180 ) 743 Total accumulated other comprehensive income (loss), net ( 405 ) 436 Total equity 35,989 37,589 Total liabilities and equity $ 81,808 $ 82,896 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 4 Table of Contents VISA INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED ) Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 (in millions, except per share data) Net revenues $ 7,189 $ 5,729 $ 14,248 $ 11,416 Operating Expenses Personnel 1,226 1,114 2,351 2,095 Marketing 314 206 594 411 Network and processing 190 179 380 352 Professional fees 125 82 225 165 Depreciation and amortization 207 201 405 398 General and administrative 325 363 567 566 Litigation provision — 3 148 4 Total operating expenses 2,387 2,148 4,670 3,991 Operating income 4,802 3,581 9,578 7,425 Non-operating Income (Expense) Interest expense, net ( 134 ) ( 121 ) ( 268 ) ( 257 ) Investment income and other ( 126 ) 168 129 208 Total non-operating income (expense) ( 260 ) 47 ( 139 ) ( 49 ) Income before income taxes 4,542 3,628 9,439 7,376 Income tax provision 895 602 1,833 1,224 Net income $ 3,647 $ 3,026 $ 7,606 $ 6,152 Basic Earnings Per Share Class A common stock $ 1.70 $ 1.38 $ 3.54 $ 2.80 Class B common stock $ 2.76 $ 2.24 $ 5.74 $ 4.55 Class C common stock $ 6.82 $ 5.52 $ 14.16 $ 11.22 Basic Weighted-average Shares Outstanding Class A common stock 1,654 1,695 1,662 1,695 Class B common stock 245 245 245 245 Class C common stock 10 11 10 11 Diluted Earnings Per Share Class A common stock $ 1.70 $ 1.38 $ 3.54 $ 2.80 Class B common stock $ 2.75 $ 2.24 $ 5.73 $ 4.54 Class C common stock $ 6.81 $ 5.52 $ 14.15 $ 11.20 Diluted Weighted-average Shares Outstanding Class A common stock 2,142 2,193 2,150 2,196 Class B common stock 245 245 245 245 Class C common stock 10 11 10 11 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 5 Table of Contents VISA INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 (in millions) Net income $ 3,647 $ 3,026 $ 7,606 $ 6,152 Other comprehensive income (loss), net of tax: Investment securities: Net unrealized gain (loss) ( 40 ) ( 1 ) ( 50 ) ( 2 ) Income tax effect 8 — 10 — Defined benefit pension and other postretirement plans: Net unrealized actuarial gain (loss) and prior service credit (cost) ( 2 ) ( 2 ) ( 1 ) ( 3 ) Income tax effect — 1 — 2 Reclassification adjustments 1 3 2 6 Income tax effect — — — ( 1 ) Derivative instruments: Net unrealized gain (loss) 77 280 191 ( 17 ) Income tax effect ( 13 ) ( 57 ) ( 35 ) 6 Reclassification adjustments ( 33 ) 5 ( 39 ) ( 13 ) Income tax effect 4 — 4 5 Foreign currency translation adjustments ( 335 ) ( 1,011 ) ( 923 ) 35 Other comprehensive income (loss), net of tax ( 333 ) ( 782 ) ( 841 ) 18 Comprehensive income $ 3,314 $ 2,244 $ 6,765 $ 6,170 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 6 Table of Contents VISA INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) Three Months Ended March 31, 2022 Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional Paid-In Capital Accumulated Income Accumulated Other Comprehensive Income (Loss), Net Total Equity Series A Series B Series C Class A Class B Class C (in millions, except per share data) Balance as of December 31, 2021 — (1) 2 3 1,661 245 10 $ 2,995 $ ( 111 ) $ 18,776 $ 14,606 $ ( 72 ) $ 36,194 Net income 3,647 3,647 Other comprehensive income (loss), net of tax ( 333 ) ( 333 ) Comprehensive income 3,314 VE territory covered losses incurred ( 9 ) ( 9 ) Conversion of series A preferred stock upon sales into public market — (1) — (1) ( 8 ) 8 — Conversion of class C common stock upon sales into public market — (1) — (1) — Share-based compensation, net of forfeitures 190 190 Vesting of restricted stock and performance-based shares — (1) — Restricted stock and performance-based shares settled in cash for taxes — (1) ( 3 ) ( 3 ) Cash proceeds from issuance of class A common stock under employee equity plans 2 54 54 Cash dividends declared and paid, at a quarterly amount of $ 0.375 per class A common stock ( 802 ) ( 802 ) Repurchase of class A common stock ( 15 ) ( 149 ) ( 2,800 ) ( 2,949 ) Balance as of March 31, 2022 — (1) 2 3 1,648 245 10 $ 2,987 $ ( 120 ) $ 18,876 $ 14,651 $ ( 405 ) $ 35,989 (1) Increase, decrease or balance is less than one million shares. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 7 Table of Contents VISA INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Six Months Ended March 31, 2022 Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional Paid-In Capital Accumulated Income Accumulated Other Comprehensive Income (Loss), Net Total Equity Series A Series B Series C Class A Class B Class C (in millions, except per share data) Balance as of September 30, 2021 — (1) 2 3 1,677 245 10 $ 3,080 $ ( 133 ) $ 18,855 $ 15,351 $ 436 $ 37,589 Net income 7,606 7,606 Other comprehensive income (loss), net of tax ( 841 ) ( 841 ) Comprehensive income 6,765 VE territory covered losses incurred ( 16 ) ( 16 ) Recovery through conversion rate adjustment ( 29 ) 29 — Conversion of series A preferred stock upon sales into public market — (1) 1 ( 64 ) 64 — Conversion of class C common stock upon sales into public market — (1) — (1) — Share-based compensation, net of forfeitures 318 318 Vesting of restricted stock and performance-based shares 2 — Restricted stock and performance-based shares settled in cash for taxes — (1) ( 116 ) ( 116 ) Cash proceeds from issuance of class A common stock under employee equity plans 2 113 113 Cash dividends declared and paid, at a quarterly amount of $ 0.375 per class A common stock ( 1,611 ) ( 1,611 ) Repurchase of class A common stock ( 34 ) ( 358 ) ( 6,695 ) ( 7,053 ) Balance as of March 31, 2022 — (1) 2 3 1,648 245 10 $ 2,987 $ ( 120 ) $ 18,876 $ 14,651 $ ( 405 ) $ 35,989 (1) Increase, decrease or balance is less than one million shares. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 8 Table of Contents VISA INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Three Months Ended March 31, 2021 Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional Paid-In Capital Accumulated Income Accumulated Other Comprehensive Income (Loss), Net Total Equity Series A Series B Series C Class A Class B Class C (in millions, except per share data) Balance as of December 31, 2020 — (1) 2 3 1,696 245 11 $ 3,683 $ ( 34 ) $ 18,063 $ 14,813 $ 1,154 $ 37,679 Net income 3,026 3,026 Other comprehensive income (loss), net of tax ( 782 ) ( 782 ) Comprehensive income 2,244 VE territory covered losses incurred ( 7 ) ( 7 ) Conversion of series A preferred stock upon sales into public market — (1) 5 ( 336 ) 336 — Conversion of class C common stock upon sales into public market — (1) — (1) — Share-based compensation, net of forfeitures 153 153 Vesting of restricted stock and performance-based shares — (1) — Restricted stock and performance-based shares settled in cash for taxes — (1) ( 6 ) ( 6 ) Cash proceeds from issuance of class A common stock under employee equity plans 1 47 47 Cash dividends declared and paid, at a quarterly amount of $ 0.32 per class A common stock ( 701 ) ( 701 ) Repurchase of class A common stock ( 8 ) ( 88 ) ( 1,625 ) ( 1,713 ) Balance as of March 31, 2021 — (1) 2 3 1,694 245 11 $ 3,347 $ ( 41 ) $ 18,505 $ 15,513 $ 372 $ 37,696 (1) Increase, decrease or balance is less than one million shares. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 9 Table of Contents VISA INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Six Months Ended March 31, 2021 Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional Paid-In Capital Accumulated Income Accumulated Other Comprehensive Income (Loss), Net Total Equity Series A Series B Series C Class A Class B Class C (in millions, except per share data) Balance as of September 30, 2020 — (1) 2 3 1,683 245 11 $ 5,086 $ ( 39 ) $ 16,721 $ 14,088 $ 354 $ 36,210 Net income 6,152 6,152 Other comprehensive income (loss), net of tax 18 18 Comprehensive income 6,170 Adoption of new accounting standards 3 3 VE territory covered losses incurred ( 17 ) ( 17 ) Recovery through conversion rate adjustment ( 15 ) 15 — Conversion of series A preferred stock upon sales into public market — (1) 25 ( 1,724 ) 1,724 — Conversion of class C common stock upon sales into public market — (1) — (1) — Share-based compensation, net of forfeitures 275 275 Vesting of restricted stock and performance-based shares 3 — Restricted stock and performance-based shares settled in cash for taxes ( 1 ) ( 140 ) ( 140 ) Cash proceeds from issuance of class A common stock under employee equity plans 1 108 108 Cash dividends declared and paid, at a quarterly amount of $ 0.32 per class A common stock ( 1,404 ) ( 1,404 ) Repurchase of class A common stock ( 17 ) ( 183 ) ( 3,326 ) ( 3,509 ) Balance as of March 31, 2021 — (1) 2 3 1,694 245 11 $ 3,347 $ ( 41 ) $ 18,505 $ 15,513 $ 372 $ 37,696 (1) Increase, decrease or balance is less than one million shares. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 10 Table of Contents VISA INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended March 31, 2022 2021 (in millions) Operating Activities Net income $ 7,606 $ 6,152 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Client incentives 4,865 3,850 Share-based compensation 318 275 Depreciation and amortization of property, equipment, technology and intangible assets 405 398 Deferred income taxes 21 ( 27 ) VE territory covered losses incurred ( 16 ) ( 17 ) (Gains) losses on equity investments, net ( 104 ) ( 172 ) Other ( 61 ) ( 48 ) Change in operating assets and liabilities: Settlement receivable 3 ( 127 ) Accounts receivable ( 173 ) ( 165 ) Client incentives ( 4,503 ) ( 3,262 ) Other assets ( 291 ) ( 116 ) Accounts payable ( 75 ) ( 41 ) Settlement payable 111 210 Accrued and other liabilities ( 173 ) ( 39 ) Accrued litigation ( 212 ) ( 29 ) Net cash provided by (used in) operating activities 7,721 6,842 Investing Activities Purchases of property, equipment and technology ( 440 ) ( 318 ) Investment securities: Purchases ( 1,948 ) ( 2,015 ) Proceeds from maturities and sales 1,975 3,871 Acquisitions, net of cash and restricted cash acquired ( 1,945 ) ( 75 ) Purchases of / contributions to other investments ( 55 ) ( 30 ) Other investing activities 81 41 Net cash provided by (used in) investing activities ( 2,332 ) 1,474 Financing Activities Repurchase of class A common stock ( 7,053 ) ( 3,509 ) Repayments of debt — ( 3,000 ) Dividends paid ( 1,611 ) ( 1,404 ) Proceeds from issuance of commercial paper 300 — Cash proceeds from issuance of class A common stock under employee equity plans 113 108 Restricted stock and performance-based shares settled in cash for taxes ( 116 ) ( 140 ) Net cash provided by (used in) financing activities ( 8,367 ) ( 7,945 ) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents ( 305 ) 16 Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents ( 3,283 ) 387 Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 19,799 19,171 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 16,516 $ 19,558 Supplemental Disclosure Cash paid for income taxes, net $ 2,107 $ 1,505 Interest payments on debt $ 304 $ 340 Accruals related to purchases of property, equipment and technology $ 27 $ 17 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 11 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1—Summary of Significant Accounting Policies Organization. Visa Inc. (“Visa” or the “Company”) is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories. Visa and its wholly-owned consolidated subsidiaries operate one of the world’s largest electronic payments network — VisaNet — which provides transaction processing services (primarily authorization, clearing and settlement). The Company offers products and solutions that facilitate secure, reliable and efficient money movement for all participants in the ecosystem. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa’s financial institution clients. Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company consolidates its majority-owned and controlled entities, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its unaudited consolidated financial statements as of and for the periods presented. All significant intercompany accounts and transactions are eliminated in consolidation. During the quarter ended March 31, 2022, economic sanctions were imposed on Russia, impacting Visa and its clients. The extent and severity of the sanctions impacted the Company’s operations and a reduction in Ruble liquidity impacted the Company’s ability to manage operational impact and related foreign currency risk. In March 2022, the Company announced it was suspending its operations in Russia. In addition, the Company deconsolidated its Russian subsidiary, resulting in a pre-tax loss of $ 35 million, which is included in general and administrative expense on the consolidated statements of operations. The accompanying unaudited consolidated financial statements are presented in accordance with U.S. Securities and Exchange Commission (“SEC”) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by U.S. GAAP. Reference should be made to the Visa Annual Report on Form 10-K for the year ended September 30, 2021 for additional disclosures, including a summary of the Company’s significant accounting policies. In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year. Use of estimates. The preparation of the accompanying unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates may change as new events occur and additional information is obtained, and will be recognized in the period in which such changes occur. Future actual results could differ materially from these estimates. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance and making other minor improvements. The Company adopted this guidance effective October 1, 2021. The adoption did not have a material impact on the consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, which clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for purposes of applying 12 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) the fair value measurement alternative. The Company adopted this guidance effective October 1, 2021. The adoption did not have a material impact on the consolidated financial statements. Note 2—Acquisitions Currencycloud On December 20, 2021, Visa acquired The Currency Cloud Group Limited (“Currencycloud”), a UK-based global platform that enables banks and fintechs to provide innovative foreign exchange solutions for cross-border payments, for a total purchase consideration of $ 893 million (which includes the fair value of Visa’s previously held equity interest in Currencycloud). The Company allocated $ 150 million of the purchase consideration to technology, intangible assets, other net assets acquired and deferred tax liabilities and the remaining $ 743 million to goodwill. Tink On March 10, 2022, Visa acquired 100 % of the share capital of Tink AB (“Tink”) for $ 1.9 billion in cash. Tink is a European open banking platform that enables financial institutions, fintechs and merchants to build financial products and services and move money. The acquisition is expected to help accelerate the adoption of open banking around the world by providing a secure, reliable platform for innovation. Total purchase consideration has been allocated to the assets acquired and liabilities assumed and is subject to revision. If additional information becomes available, the Company may further revise the purchase price allocation as soon as practicable, but no later than one year from the acquisition date; however, at this time, material changes are not expected. The following table summarizes the purchase price allocation for Tink: Purchase Price Allocation Weighted-Average Useful Life (in millions) (in years) Technology $ 245 4 Customer relationships 90 6 Deferred tax liabilities ( 71 ) Other net assets acquired (liabilities assumed) 22 Goodwill 1,577 Total $ 1,863 5 Goodwill is primarily attributable to synergies expected to be achieved from the acquisition and the assembled workforce. None of the goodwill recognized is expected to be deductible for tax purposes. The Company did not include Tink's financial results in the Company's consolidated statements of operations from the acquisition date, March 10, 2022, through March 31, 2022, as the impact is not material to the Company’s financial results. 13 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Note 3—Revenues The nature, amount, timing and uncertainty of the Company’s revenues and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenues by revenue category and by geography: Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 (in millions) Service revenues $ 3,521 $ 2,845 $ 6,714 $ 5,522 Data processing revenues 3,480 2,996 7,094 6,029 International transaction revenues 2,208 1,488 4,382 2,939 Other revenues 474 392 923 776 Client incentives ( 2,494 ) ( 1,992 ) ( 4,865 ) ( 3,850 ) Net revenues $ 7,189 $ 5,729 $ 14,248 $ 11,416 Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 (in millions) U.S. $ 3,079 $ 2,683 $ 6,257 $ 5,350 International 4,110 3,046 7,991 6,066 Net revenues $ 7,189 $ 5,729 $ 14,248 $ 11,416 Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows: March 31, 2022 September 30, 2021 (in millions) Cash and cash equivalents $ 12,299 $ 16,487 Restricted cash and restricted cash equivalents: U.S. litigation escrow 882 894 Customer collateral 2,309 2,260 Prepaid expenses and other current assets 1,026 158 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 16,516 $ 19,799 Prepaid expenses and other current assets include restricted cash and restricted cash equivalents related to funds held by the Company, primarily from Currencycloud, on behalf of clients in segregated bank accounts that cannot be withdrawn or used for general operating activities. These amounts are fully offset by corresponding liabilities recorded in accrued liabilities on the Company’s unaudited consolidated balance sheets. Note 5—U.S. and Europe Retrospective Responsibility Plans U.S. Retrospective Responsibility Plan Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation referred to as the “U.S. covered litigation” are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 13—Legal Matters . 14 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) The following table presents the changes in the restricted cash equivalents—U.S. litigation escrow account: Six Months Ended March 31, 2022 2021 (in millions) Balance at beginning of period $ 894 $ 901 Deposits into the litigation escrow account 250 — Payments to opt-out merchants (1) and interest earned on escrow funds ( 262 ) ( 7 ) Balance at end of period $ 882 $ 894 (1) These payments are associated with the interchange multidistrict litigation. See Note 13—Legal Matters . Europe Retrospective Responsibility Plan Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (the “VE territory covered litigation”). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (the “VE territory covered losses”) through a periodic adjustment to the class A common stock conversion rates applicable to the series B and C preferred stock. VE territory covered losses are recorded in “right to recover for covered losses” within stockholders’ equity before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than € 20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in “right to recover for covered losses” as contra-equity is then recorded against the book value of the preferred stock within stockholders’ equity. The following table presents the activities related to VE territory covered losses in preferred stock and “right to recover for covered losses” within stockholders’ equity: Preferred 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) — — ( 16 ) Recovery through conversion rate adjustment ( 26 ) ( 3 ) 29 Balance as of March 31, 2022 $ 1,045 $ 1,520 $ ( 120 ) Preferred Stock Right to Recover for Covered Losses Series B Series C (in millions) Balance as of September 30, 2020 $ 1,106 $ 1,543 $ ( 39 ) VE territory covered losses incurred (1) — — ( 17 ) Recovery through conversion rate adjustment ( 9 ) ( 6 ) 15 Balance as of March 31, 2021 $ 1,097 $ 1,537 $ ( 41 ) (1) VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 13—Legal Matters . 15 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: March 31, 2022 September 30, 2021 As-converted Value of Preferred Stock (1),(2) Book Value of Preferred Stock (1) As-converted Value of Preferred Stock (1),(3) Book Value of Preferred Stock (1) (in millions) Series B preferred stock $ 3,450 $ 1,045 $ 3,493 $ 1,071 Series C preferred stock 4,781 1,520 4,806 1,523 Total 8,231 2,565 8,299 2,594 Less: right to recover for covered losses ( 120 ) ( 120 ) ( 133 ) ( 133 ) Total recovery for covered losses available $ 8,111 $ 2,445 $ 8,166 $ 2,461 (1) Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers. (2) As of March 31, 2022, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 6.271 and 6.829 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $ 221.77 , 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. 16 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Note 6—Fair Value Measurements and Investments Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair Value Measurements Using Inputs Considered as Level 1 Level 2 March 31, 2022 September 30, 2021 March 31, 2022 September 30, 2021 (in millions) Assets Cash equivalents and restricted cash equivalents: Money market funds $ 9,448 $ 11,779 $ — $ — U.S. government-sponsored debt securities — — 418 100 U.S. Treasury securities 200 2,400 — — Investment securities: Marketable equity securities 363 490 — — U.S. government-sponsored debt securities — — 110 245 U.S. Treasury securities 3,043 2,985 — — Other current and non-current assets: Money market funds 4 4 — — Derivative instruments — — 465 410 Total $ 13,058 $ 17,658 $ 993 $ 755 Liabilities Accrued compensation and benefits: Deferred compensation liability $ 179 $ 167 $ — $ — Accrued and other liabilities: Derivative instruments — — 226 109 Total $ 179 $ 167 $ 226 $ 109 Level 1 assets and liabilities. Money market funds, marketable equity securities and U.S. Treasury securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan. Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. U.S. government-sponsored debt securities and U.S. Treasury securities. As of March 31, 2022 and September 30, 2021, gross unrealized gains and losses were not material. As of March 31, 2022, $ 1.5 billion of the Company’s debt securities are due within one year and $ 2.3 billion is due between one to five years. 17 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Assets Measured at Fair Value on a Non-recurring Basis Non-marketable equity securities. The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values. These investments are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that inputs used to measure fair value are unobservable and require management’s judgment. The following table summarizes the total carrying value of the Company’s non-marketable equity securities held as of March 31, 2022 including cumulative unrealized gains and losses: March 31, 2022 (in millions) Initial cost basis $ 908 Adjustments: Upward adjustments 806 Downward adjustments (including impairment) ( 66 ) Carrying amount, end of period $ 1,648 Unrealized gains and losses included in the carrying value of the Company’s non-marketable equity securities still held as of March 31, 2022 and 2021 were as follows: Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 (in millions) Upward adjustments $ 2 $ 129 $ 226 $ 143 Downward adjustments (including impairment) $ ( 53 ) $ — $ ( 53 ) $ ( 2 ) For the three months ended March 31, 2022 and 2021, the Company recognized net unrealized losses of $ 156 million, and net unrealized gains of $ 147 million, respectively, on marketable and non-marketable equity securities still held as of quarter end. For the six months ended March 31, 2022 and 2021, the Company recognized net unrealized gains of $ 16 million and $ 176 million, respectively, on marketable and non-marketable equity securities still held as of quarter end. Non-financial assets and liabilities. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are only recognized at fair value if they are deemed to be impaired. The Company performed its annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2022, and concluded there was no impairment as of that date. As of March 31, 2022, there were no impairment indicators. Other Fair Value Disclosures Debt. Debt instruments are measured at amortized cost on the Company’s unaudited consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of March 31, 2022, the carrying value and estimated fair value of debt was $ 20.7 billion and $ 20.8 billion, respectively. As of September 30, 2021, the carrying value and estimated fair value of debt was $ 21.0 billion and $ 22.5 billion, respectively. Other financial instruments not measured at fair value. At March 31, 2022, the carrying value of settlement receivable and payable, commercial paper and customer collateral approximates 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. 18 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Note 7—Debt The Company had outstanding debt as follows: March 31, 2022 September 30, 2021 Effective Interest Rate (1) (in millions, except percentages) Commercial paper $ 300 $ — 0.35 % 2.15 % Senior Notes due September 2022 1,000 1,000 2.30 % 2.80 % Senior Notes due December 2022 2,250 2,250 2.89 % 3.15 % Senior Notes due December 2025 4,000 4,000 3.26 % 1.90 % Senior Notes due April 2027 1,500 1,500 2.02 % 0.75 % Senior Notes due August 2027 500 500 0.84 % 2.75 % Senior Notes due September 2027 750 750 2.91 % 2.05 % Senior Notes due April 2030 1,500 1,500 2.13 % 1.10 % Senior Notes due February 2031 1,000 1,000 1.20 % 4.15 % Senior Notes due December 2035 1,500 1,500 4.23 % 2.70 % Senior Notes due April 2040 1,000 1,000 2.80 % 4.30 % Senior Notes due December 2045 3,500 3,500 4.37 % 3.65 % Senior Notes due September 2047 750 750 3.73 % 2.00 % Senior Notes due August 2050 1,750 1,750 2.09 % Total debt 21,300 21,000 Unamortized discounts and debt issuance costs ( 154 ) ( 161 ) Hedge accounting fair value adjustments (2) ( 119 ) 138 Total carrying value of debt $ 21,027 $ 20,977 Reported as: Current maturities of debt $ 3,548 $ 999 Long-term debt 17,479 19,978 Total carrying value of debt $ 21,027 $ 20,977 (1) Effective interest rates disclosed do not reflect hedge accounting adjustments. (2) Represents the change in fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. Commercial Paper Program Visa maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. Under the program, the Company is authorized to issue up to $ 3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance. The commercial paper outstanding as of March 31, 2022 was fully repaid in April 2022. Subsequent to March 31, 2022, the Company issued $ 650 million of commercial paper that was also fully repaid in April 2022. Note 8—Settlement Guarantee Management The Company indemnifies its clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement. Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events. 19 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. During the six months ended March 31, 2022, the Company’s maximum daily settlement exposure was $ 112.7 billion and the average daily settlement exposure was $ 71.3 billion. The Company maintains and regularly reviews global settlement risk policies and procedures to manage settlement exposure, which may require clients to post collateral if certain credit standards are not met. The Company held the following collateral to manage settlement exposure: March 31, 2022 September 30, 2021 (in millions) Restricted cash and restricted cash equivalents $ 2,309 $ 2,260 Pledged securities at market value 270 254 Letters of credit 1,604 1,518 Guarantees 793 758 Total $ 4,976 $ 4,790 Note 9—Stockholders’ Equity As-converted class A common stock. The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis were as follows: March 31, 2022 September 30, 2021 Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) (in millions, except conversion rate) Series A preferred stock — (2) 100.0000 6 — (2) 100.0000 7 Series B preferred stock 2 6.2710 16 2 6.3210 16 Series C preferred stock 3 6.8290 22 3 6.8340 22 Class A common stock (3) 1,648 — 1,648 1,677 — 1,677 Class B common stock 245 1.6181 (4) 397 245 1.6228 (4) 398 Class C common stock 10 4.0000 40 10 4.0000 41 Total 2,129 2,161 (1) Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers. (2) The number of shares outstanding was less than one million. (3) Class A common stock shares outstanding reflect repurchases that settled on or before March 31, 2022 and September 30, 2021, respectively. (4) The class B to class A common stock conversion rate is presented on a rounded basis. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Reduction in as-converted shares. Under the terms of the U.S. retrospective responsibility plan, when the Company funds the U.S. litigation escrow account, the value of the Company’s class B common stock is subject to dilution through a downward adjustment to the conversion rate of the shares of class B common stock to shares of class A common stock. Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock. The deposit and recovery have the same economic effect on earnings per share as repurchasing the Company’s class A common stock, because it reduces the class B common stock and the series B and C preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count. See Note 5—U.S. and Europe Retrospective Responsibility Plans . 20 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) The following table presents the reduction in the number of as-converted class B common stock after deposit into the U.S. litigation escrow account for the six months ended March 31, 2022. There was no comparable adjustment recorded for class B common stock for the six months ended March 31, 2021. Six Months Ended March 31, 2022 (in millions, except per share data) Reduction in equivalent number of class A common stock 1 Effective price per share (1) $ 217.61 Deposits under the U.S. retrospective responsibility plan $ 250 (1) Effective price per share is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation. The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments: Six Months Ended March 31, 2022 Six Months Ended March 31, 2021 Series B Series C Series B Series C (in millions, except per share data) Reduction in equivalent number of class A common stock — (1) — (1) — (1) — (1) Effective price per share (2) $ 201.68 $ 201.68 $ 209.89 $ 209.89 Recovery through conversion rate adjustment $ 26 $ 3 $ 9 $ 6 (1) The reduction in equivalent number of shares of class A common stock was less than one million shares. (2) Effective price per share for the quarter is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock. Effective price per share for each fiscal year is calculated using the weighted-average effective prices of the respective adjustments made during the year. Common stock repurchases. The following table presents share repurchases in the open market: Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 (in millions, except per share data) Shares repurchased in the open market (1) 15 8 34 17 Average repurchase price per share (2) $ 210.18 $ 208.65 $ 210.26 $ 205.05 Total cost (2) $ 2,949 $ 1,713 $ 7,053 $ 3,509 (1) Shares repurchased in the open market reflect repurchases that settled during the three and six months ended March 31, 2022 and 2021, respectively. All shares repurchased in the open market have been retired and constitute authorized but unissued shares. (2) Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share and total cost are calculated based on unrounded numbers. In December 2021, the Company’s board of directors authorized a $ 12.0 billion share repurchase program (the “December 2021 Program”). Previously, in January 2021, the Company’s board of directors authorized an $ 8.0 billion share repurchase program. These authorizations have no expiration date. As of March 31, 2022, the Company’s repurchase program had remaining authorized funds of $ 9.8 billion. All share repurchase programs authorized prior to the December 2021 Program have been completed. 21 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Dividends. The Company declared and paid dividends of $ 802 million and $ 701 million during the three months ended March 31, 2022 and 2021, respectively, and $ 1.6 billion and $ 1.4 billion during the six months ended March 31, 2022 and 2021, respectively. On April 22, 2022, the Company’s board of directors declared a quarterly cash dividend of $ 0.375 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C preferred stock on an as-converted basis), which will be paid on June 1, 2022, to all holders of record as of May 13, 2022. Note 10—Earnings Per Share Basic earnings per share is computed by dividing net income available to each class of shares by the weighted-average number of shares of common stock outstanding and participating securities during the period. Participating securities include the Company’s series A, B and C preferred stock and restricted stock units (“RSUs”) that contain non-forfeitable rights to dividends or dividend equivalents. Net income is allocated to each class of common stock and participating securities based on its proportional ownership on an as-converted basis. The weighted-average number of shares outstanding of each class of common stock reflects changes in ownership over the periods presented. See Note 9—Stockholders’ Equity . Diluted earnings per share is computed by dividing net income available by the weighted-average number of shares of common stock outstanding, participating securities and, if dilutive, potential class A common stock equivalent shares outstanding during the period. Dilutive class A common stock equivalents may consist of: (1) shares of class A common stock issuable upon the conversion of series A, B and C preferred stock and class B and C common stock based on the conversion rates in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options, the assumed purchase of stock under the Company’s Employee Stock Purchase Plan and the assumed vesting of unearned performance shares. The following table presents earnings per share for the three months ended March 31, 2022: Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 2,819 1,654 $ 1.70 $ 3,647 2,142 (3) $ 1.70 Class B common stock 677 245 $ 2.76 $ 676 245 $ 2.75 Class C common stock 69 10 $ 6.82 $ 69 10 $ 6.81 Participating securities 82 Not presented Not presented $ 81 Not presented Not presented Net income $ 3,647 The following table presents earnings per share for the six months ended March 31, 2022: Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 5,884 1,662 $ 3.54 $ 7,606 2,150 (3) $ 3.54 Class B common stock 1,409 245 $ 5.74 $ 1,407 245 $ 5.73 Class C common stock 143 10 $ 14.16 $ 143 10 $ 14.15 Participating securities 170 Not presented Not presented $ 169 Not presented Not presented Net income $ 7,606 22 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) The following table presents earnings per share for the three months ended March 31, 2021: Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 2,342 1,695 $ 1.38 $ 3,026 2,193 (3) $ 1.38 Class B common stock 550 245 $ 2.24 $ 550 245 $ 2.24 Class C common stock 59 11 $ 5.52 $ 59 11 $ 5.52 Participating securities 75 Not presented Not presented $ 74 Not presented Not presented Net income $ 3,026 The following table presents earnings per share for the six months ended March 31, 2021: Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 4,752 1,695 $ 2.80 $ 6,152 2,196 (3) $ 2.80 Class B common stock 1,117 245 $ 4.55 $ 1,116 245 $ 4.54 Class C common stock 120 11 $ 11.22 $ 120 11 $ 11.20 Participating securities 163 Not presented Not presented $ 163 Not presented Not presented Net income $ 6,152 (1) The weighted-average number of shares of as-converted class B common stock used in the income allocation was 397 million for the three months ended March 31, 2022 and 398 million for the six month ended March 31, 2022 and three and six months ended March 31, 2021. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 40 million for the three and six months ended March 31, 2022 and 43 million for the three and six months ended March 31, 2021. The weighted-average number of shares of preferred stock included within participating securities was 6 million of as-converted series A preferred stock for the three and six months ended March 31, 2022 and 12 million and 17 million of as-converted series A preferred stock for the three and six months ended March 31, 2021, respectively, 16 million of as-converted series B preferred stock for the three and six months ended March 31, 2022 and 2021, and 22 million of as-converted series C preferred stock for the three and six months ended March 31, 2022 and 2021. (2) Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share is calculated based on unrounded numbers. (3) Weighted-average diluted shares outstanding are calculated on an as-converted basis and include incremental common stock equivalents, as calculated under the treasury stock method. The common stock equivalents are not material for the three and six months ended March 31, 2022 and 2021. Note 11—Share-based Compensation The Company granted the following equity awards to employees and non-employee directors under the 2007 Equity Incentive Compensation Plan, or the EIP, during the six months ended March 31, 2022: Granted Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price Non-qualified stock options 961,570 $ 43.16 $ 200.86 Restricted stock units 2,922,004 $ 202.56 Performance-based shares (1) 440,722 $ 186.50 (1) Represents the maximum number of performance-based shares which could be earned. Related to the EIP, the Company recorded share-based compensation cost, net of estimated forfeitures, of $ 181 million and $ 148 million for the three months ended March 31, 2022 and 2021, respectively, and $ 302 million and $ 264 million for the six months ended March 31, 2022 and 2021, respectively. 23 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Note 12—Income Taxes For the three and six months ended March 31, 2022, the effective income tax rates were 20 % and 19 %, respectively, and for the three and six months ended March 31, 2021, the effective income tax rates were 17 %. 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. During the three and six months ended March 31, 2022, the Company’s gross unrecognized tax benefits increased by $ 65 million and $ 143 million, respectively. The Company’s net unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate, increased by $ 17 million and $ 46 million, respectively. The change in unrecognized tax benefits is primarily related to various tax positions across several jurisdictions. The Company’s tax filings are subject to examination by U.S. federal, state and foreign taxing authorities. The timing and outcome of the final resolutions of the various ongoing income tax examinations are highly uncertain. It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next twelve months. Note 13—Legal Matters The Company is party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. Accordingly, except as disclosed, the Company has not established reserves or ranges of possible loss related to these proceedings, as at this time in the proceedings, the matters do not relate to a probable loss and/or the amount or range of losses are not reasonably estimable. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties. The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date. The following table summarizes the activity related to accrued litigation: Six Months Ended March 31, 2022 2021 (in millions) Balance at beginning of period $ 983 $ 914 Provision for uncovered legal matters 1 3 Provision for covered legal matters 150 9 Payments for legal matters ( 365 ) ( 40 ) Balance at end of period $ 769 $ 886 Accrual Summary—U.S. Covered Litigation Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans. 24 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) The following table summarizes the accrual activity related to U.S. covered litigation: Six Months Ended March 31, 2022 2021 (in millions) Balance at beginning of period $ 881 $ 888 Provision for interchange multidistrict litigation 145 — Payments for U.S. covered litigation ( 262 ) ( 7 ) Balance at end of period $ 764 $ 881 During the six months ended March 31, 2022, the Company recorded an additional accrual of $ 145 million and deposited $ 250 million into the U.S. litigation escrow account to address claims of certain merchants who opted out of the Amended Settlement Agreement. During the six months ended March 31, 2022, the Company paid $ 262 million for U.S. covered litigation. The U.S. covered litigation accrual balance is consistent with the Company’s estimate of its share of the lower end of a probable and reasonably estimable loss with respect to U.S. covered litigation. While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation. The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached. Accrual Summary—VE Territory Covered Litigation Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans . The following table summarizes the accrual activity related to VE territory covered litigation: Six Months Ended March 31, 2022 2021 (in millions) Balance at beginning of period $ 102 $ 21 Provision for VE territory covered litigation 5 9 Payments for VE territory covered litigation ( 102 ) ( 28 ) Balance at end of period $ 5 $ 2 U.S. Covered Litigation Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions Visa has reached settlements with a number of merchants representing approximately 50 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs. 25 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) VE Territory Covered Litigation Europe Merchant Litigation Since July 2013, in excess of 850 Merchants (the capitalized term “Merchant,” when used in this section, means a merchant together with subsidiary/affiliate companies that are party to the same claim) have commenced proceedings against Visa Europe, Visa Inc. and other Visa subsidiaries in the UK, Belgium, Poland and Israel primarily relating to interchange rates in Europe and in some cases relating to fees charged by Visa and certain Visa rules. As of the filing date, Visa has settled the claims asserted by over 150 Merchants, leaving more than 650 Merchants with outstanding claims. In addition, over 30 additional Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled. On November 26, 2021, with respect to certain pending Merchant claims, the UK Competition Appeal Tribunal (CAT) found that UK and certain other domestic and intra-European Economic Area consumer interchange fees before the introduction of the Interchange Fee Regulation (IFR) were a restriction of competition, but that the question of whether those fees, along with inter-European Economic Area fees, are a restriction of competition after the introduction of the IFR would need to be resolved at trial. Whether any interchange fees are exempt from the finding of restriction under applicable law and the assessment of damages, if any, will also need to be considered at trial. On February 1, 2022, the UK Court of Appeal granted claimants permission to appeal the CAT’s ruling and an appeal hearing is scheduled for July 2022. 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 March 2022, Visa was served with claims in Germany brought by German savings banks against Visa Europe and Visa Inc. The banks claim that Visa’s ATM rules prohibiting the charging of access fees on domestic cash withdrawals are anti-competitive and they are seeking damages. Foreign Currency Exchange Rate Litigation On December 6, 2021, an amended complaint making similar allegations regarding the setting of foreign exchange rates was filed by several individuals on behalf of a nationwide class, and/or California, Washington, Massachusetts or New Jersey subclasses, of cardholders who made a transaction in a foreign currency. The amended complaint asserts claims for unjust enrichment and restitution as well as violations of the California Unfair Competition Law, the Washington Consumer Protection Act, the Massachusetts Consumer Protection Act, and the New Jersey Consumer Fraud Act. On January 19, 2022, Visa filed a motion to dismiss the amended complaint. 26 Table of Contents