What changed in this filing

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Item 1. Financial Statements

2023-01-27 compared with 2022-07-28 · 162 added, 321 removed, 564 unchanged (46% of the section changed)

33 unchanged sentences

Total liabilities 48,463 49,920

Preferred stock, $ 0.0001 par value, 25 shares authorized and 5 shares issued and outstanding as follows:

Series A convertible participating preferred stock, less than one shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series A preferred stock”)

Series B convertible participating preferred stock, 2 shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series B preferred stock”)

Series C convertible participating preferred stock, 3 shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series C preferred stock”)

Class A common stock, $ 0.0001 par value, 2,001,622 shares authorized, 1,637 and 1,677 shares issued and outstanding at June 30, 2022 and September 30, 2021 respectively

Class B common stock, $ 0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at June 30, 2022 and September 30, 2021

Class C common stock, $ 0.0001 par value, 1,097 shares authorized, 10 shares issued and outstanding at June 30, 2022 and September 30, 2021

Series A, Series B and Series C convertible participating preferred stock (preferred stock), $ 0.0001 par value:

25 shares authorized and 5 (Series A less than one, Series B 2 , Series C 3 ) shares issued and outstanding

Class A, Class B and Class C common stock and additional paid-in capital, $ 0.0001 par value:

2,003,341 shares authorized (Class A 2,001,622 , Class B 622 , Class C 1,097 );

1,881 (Class A 1,626 , Class B 245 , Class C 10 ) and 1,890 (Class A 1,635 , Class B 245 , Class C 10 ) shares issued and outstanding

19,827 19,545

Right to recover for covered losses ( 28 ) ( 35 )

Additional paid-in capital 18,962 18,855

Accumulated income 16,403 16,116

10 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2022 2021 2022 2021

(in millions, except per share data)

11 unchanged sentences

Non-operating Income (Expense)

Interest expense, net ( 111 ) ( 131 ) ( 379 ) ( 388 )

Investment income and other ( 208 ) 456 ( 79 ) 664

Interest expense ( 137 ) ( 134 )

Investment income (expense) and other 24 255

Total non-operating income (expense) ( 113 ) 121

21 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2022 2021 2022 2021

(in millions)

Net income $ 4,179 $ 3,959

Other comprehensive income (loss), net of tax

Other comprehensive income (loss):

Investment securities:

1 unchanged sentence

Income tax effect ( 3 ) 2

Reclassification adjustments — ( 1 ) — ( 1 )

Defined benefit pension and other postretirement plans:

Net unrealized actuarial gain (loss) and prior service credit (cost)

— — ( 1 ) ( 3 )

Income tax effect ( 1 ) —

Reclassification adjustments 1 1

Income tax effect — ( 2 ) — ( 3 )

Derivative instruments:

8 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended June 30, 2022

Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional

Paid-In Capital Accumulated

Income Accumulated

Comprehensive

Income (Loss), Net Total

Series A Series B Series C Class A Class B Class C

(in millions, except per share data)

Balance as of March 31, 2022 — (1)

2 3 1,648 245 10 $ 2,987 $ ( 120 ) $ 18,876 $ 14,651 $ ( 405 ) $ 35,989

Net income 3,411 3,411

Other comprehensive income (loss), net of tax

( 862 ) ( 862 )

Comprehensive income 2,549

VE territory covered losses incurred ( 15 ) ( 15 )

Recovery through conversion rate adjustment ( 112 ) 112 —

Conversion of series A preferred stock upon sales into public market — (1)

Conversion of class C common stock upon sales into public market

Share-based compensation, net of forfeitures 152 152

Vesting of restricted stock and performance-based shares

Restricted stock and performance-based shares settled in cash for taxes

Cash proceeds from issuance of class A common stock under employee equity plans — (1)

Cash dividends declared and paid, at a quarterly amount of $ 0.375 per class A common stock

( 798 ) ( 798 )

Repurchase of class A common stock ( 12 ) ( 129 ) ( 2,304 ) ( 2,433 )

Balance as of June 30, 2022 — (1)

2 3 1,637 245 10 $ 2,851 $ ( 23 ) $ 18,962 $ 14,960 $ ( 1,267 ) $ 35,483

(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.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Nine Months Ended June 30, 2022

Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional

Paid-In Capital Accumulated

Three Months Ended December 31, 2022

Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated

Income Accumulated

1 unchanged sentence

Income (Loss), Net Total

A Series B Series C Class A Class B Class C

Shares Amount Shares Amount

(in millions, except per share data)

3 unchanged sentences

Other comprehensive income (loss), net of tax 1,110 1,110

( 1,703 ) ( 1,703 )

Comprehensive income 9,314

VE territory covered losses incurred ( 8 ) ( 8 )

Recovery through conversion rate adjustment ( 14 ) 15 1

Conversion of series A preferred stock upon sales into public market — (1)

Conversion to class A common stock upon sales into public market — (2)

( 329 ) 5 329 —

Conversion of class C common stock upon sales into public market

Share-based compensation, net of forfeitures 177 177

Vesting of restricted stock and performance-based shares

Stock issued under equity plans 2 56 56

Restricted stock and performance-based shares settled in cash for taxes

( 112 ) ( 112 )

Cash proceeds from issuance of class A common stock under employee equity plans 2 153 153

Cash dividends declared and paid, at a quarterly amount of $ 0.45 per class A common stock

1 unchanged sentence

Repurchase of class A common stock ( 16 ) ( 168 ) ( 2,947 ) ( 3,115 )

Balance as of June 30, 2022 — (1)

2 3 1,637 245 10 $ 2,851 $ ( 23 ) $ 18,962 $ 14,960 $ ( 1,267 ) $ 35,483

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Three Months Ended June 30, 2021

Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional

Paid-In Capital Accumulated

Income Accumulated

Comprehensive

Income (Loss), Net Total

A Series B Series C Class A Class B Class C

(in millions, except per share data)

Balance as of March 31, 2021 — (1)

2 3 1,694 245 11 $ 3,347 $ ( 41 ) $ 18,505 $ 15,513 $ 372 $ 37,696

Net income 2,575 2,575

Other comprehensive income (loss), net of tax

Comprehensive income 2,804

VE territory covered losses incurred ( 21 ) ( 21 )

Recovery through conversion rate adjustment ( 40 ) 38 ( 2 )

Conversion of series A preferred stock upon sales into public market — (1)

3 ( 175 ) 175 —

Conversion of class C common stock upon sales into public market

Share-based compensation, net of forfeitures 159 159

Vesting of restricted stock and performance-based shares

Restricted stock and performance-based shares settled in cash for taxes

Cash proceeds from issuance of class A common stock under employee equity plans — (1)

Cash dividends declared and paid, at a quarterly amount of $ 0.32 per class A common stock

( 698 ) ( 698 )

Repurchase of class A common stock ( 10 ) ( 104 ) ( 2,096 ) ( 2,200 )

Balance as of June 30, 2021 — (1)

Balance as of December 31, 2022 5 $ 1,981 (1)

1,881 $ 19,827 $ ( 28 ) $ 16,403 $ ( 1,259 ) $ 36,924

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

(1) As of December 31, 2022 and September 30, 2022, the book value of series A preferred stock was $ 723 million and $ 1.0 billion, respectively.

Refer to Note 4—U.S.

and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock.

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Nine Months Ended June 30, 2021

Preferred Stock Common Stock Preferred Stock Right to Recover for Covered Losses Additional

Paid-In Capital Accumulated

Three Months Ended December 31, 2021

Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated

Income Accumulated

1 unchanged sentence

Income (Loss), Net Total

A Series B Series C Class A Class B Class C

Shares Amount Shares Amount

(in millions, except per share data)

3 unchanged sentences

Other comprehensive income (loss), net of tax

Comprehensive income 8,974

Adoption of new accounting standards 3 3

( 508 ) ( 508 )

VE territory covered losses incurred ( 7 ) ( 7 )

Recovery through conversion rate adjustment ( 29 ) 29 —

Conversion of series A preferred stock upon sales into public market — (1)

Conversion of class A common stock upon sales into public market — (2)

( 56 ) 1 56 —

Conversion of class C common stock upon sales into public market

Share-based compensation, net of forfeitures

Vesting of restricted stock and performance-based shares

Stock issued under equity plans 2 59 59

Restricted stock and performance-based shares settled in cash for taxes — (2)

( 113 ) ( 113 )

Cash proceeds from issuance of class A common stock under employee equity plans 1 162 162

Cash dividends declared and paid, at a quarterly amount of $ 0.375 per class A common stock

1 unchanged sentence

Repurchase of class A common stock ( 19 ) ( 209 ) ( 3,895 ) ( 4,104 )

Balance as of June 30, 2021 — (1)

Balance as of December 31, 2021 5 $ 2,995 (1)

1,916 $ 18,776 $ ( 111 ) $ 14,606 $ ( 72 ) $ 36,194

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

(1) As of December 31, 2021 and September 30, 2021, the book value of series A preferred stock was $ 430 million and $ 486 million, respectively.

Refer to Note 4—U.S.

and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock.

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended

(in millions)

24 unchanged sentences

Proceeds from maturities and sales 1,310 1,374

Acquisitions, net of cash and restricted cash acquired ( 1,945 ) ( 75 )

Purchases of / contributions to other investments ( 68 ) ( 50 )

Acquisitions, net of cash acquired — ( 832 )

Purchases of other investments ( 20 ) ( 37 )

Settlement of derivative instruments 402 —

Other investing activities 42 72

4 unchanged sentences

Dividends paid ( 945 ) ( 809 )

Proceeds from issuance of senior notes 3,218 —

Cash proceeds from issuance of class A common stock under employee equity plans 153 162

Cash proceeds from issuance of class A common stock under equity plans 56 59

Restricted stock and performance-based shares settled in cash for taxes ( 112 ) ( 113 )

14 unchanged sentences

Organization.

(“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.

and its subsidiaries (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 operates one of the world’s largest electronic payments network — VisaNet — which provides transaction processing services (primarily authorization, clearing and settlement).

The Company offers products, solutions and services that facilitate secure, reliable and efficient money movement for 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.

5 unchanged sentences

All significant intercompany accounts and transactions are eliminated in consolidation.

During the prior quarter, economic sanctions were imposed on Russia, impacting Visa and its clients.

The extent and severity of the sanctions impacted the Company’s operations and a reduction in Ruble liquidity impacted the Company’s ability to manage operational impact and related foreign currency risk.

In March 2022, the Company announced it was suspending its operations in Russia.

In addition, the Company deconsolidated its Russian subsidiary, resulting in a pre-tax loss of $ 35 million for the nine months ended June 30, 2022, which is included in general and administrative expense on the consolidated statements of operations.

The accompanying unaudited consolidated financial statements are presented in accordance with U.S.

9 unchanged sentences

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

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.

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.

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

Note 2—Revenues

2 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2022 2021 2022 2021

(in millions)

6 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2022 2021 2022 2021

(in millions)

13 unchanged sentences

$ 18,383 $ 20,377

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.

and Europe Retrospective Responsibility Plans

10 unchanged sentences

litigation escrow account:

Nine Months Ended

Three Months Ended

(in millions)

1 unchanged sentence

Deposits into the litigation escrow account 350 250

Payments to opt-out merchants (1) and interest earned on escrow funds

( 261 ) ( 7 )

Payments to opt-out merchants (1) , net of interest earned on escrow funds

Balance at end of period $ 1,705 $ 1,144

2 unchanged sentences

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.

Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (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 a contra-equity account referred to as “right to recover for covered losses” within stockholders’ equity before the corresponding adjustment to the applicable conversion rate is effected.

Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than € 20 million is incurred, in which case, the six-month limitation does not apply.

5 unchanged sentences

Balance as of September 30, 2022

$ 460 $ 812 $ ( 35 )

VE territory covered losses incurred (1)

Recovery through conversion rate adjustment (2)

Balance as of June 30, 2022 $ 936 $ 1,517 $ ( 23 )

( 7 ) ( 7 ) 15

Balance as of December 31, 2022

$ 453 $ 805 $ ( 28 )

Preferred Stock Right to Recover for Covered Losses

4 unchanged sentences

Recovery through conversion rate adjustment ( 26 ) ( 3 ) 29

( 35 ) ( 20 ) 53

Balance as of June 30, 2021 $ 1,071 $ 1,523 $ ( 24 )

Balance as of December 31, 2021 $ 1,045 $ 1,520 $ ( 111 )

(1) VE territory covered losses incurred reflect settlements with merchants and additional legal costs.

3 unchanged sentences

The following table presents the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred stock recorded in stockholders’ equity within the Company’s consolidated balance sheets:

June 30, 2022 September 30, 2021

December 31, 2022 September 30, 2022

As-converted Value of Preferred Stock (1),(2)

10 unchanged sentences

As-converted and book values are based on unrounded numbers.

(2) As of June 30, 2022, the as-converted value of preferred stock is calculated as the product of:

(2) As of December 31, 2022, the as-converted value of preferred stock is calculated as the product of:

(a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively;

5 unchanged sentences

and (c) $ 177.65 , Visa’s class A common stock closing stock price.

As required by the litigation management deed, on June 21, 2022, the sixth anniversary of the Visa Europe acquisition, Visa, in consultation with the VE territories litigation management committee, carried out a release assessment.

After the completion of this assessment, the Company announced on July 8, 2022 that it will release approximately $ 3.5 billion of the as-converted value from its series B and C preferred stock and will issue approximately 176,853 shares of series A preferred stock on July 29, 2022 (the “Sixth Anniversary Release”).

Each holder of a share of series B and C preferred stock will receive a number of series A preferred stock equal to the applicable conversion adjustment divided by 100 .

The Company will pay cash in lieu of issuing fractional shares of series A preferred stock.

Each share of series A preferred stock will be automatically converted into 100 shares of class A common stock in connection with a sale to a person eligible to hold class A common stock in accordance with Visa’s certificate of incorporation.

Effective July 29, 2022, the release will result in a downward adjustment to the series B and C conversion rates of 3.084 and 3.179 , respectively.

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

5 unchanged sentences

2022 September 30,

2021 June 30,

2022 December 31,

2022 September 30,

5 unchanged sentences

Treasury securities

700 2,400 — —

Investment securities:

6 unchanged sentences

Derivative instruments

— — 245 1,131

Total $ 14,836 $ 16,999 $ 1,609 $ 1,588

15 unchanged sentences

Treasury Securities

As of June 30, 2022 and September 30, 2021, gross unrealized gains and losses were not material.

As of June 30, 2022, $ 3.4 billion of the Company’s debt securities are due within one year and $ 2.2 billion is due between one to five years.

The amortized cost, unrealized gains and losses and fair value of debt securities were as follows:

December 31, 2022

Cost Gross Unrealized Fair

(in millions)

government-sponsored debt securities $ 1,364 $ 1 $ ( 1 ) $ 1,364

Treasury securities 4,509 2 ( 121 ) 4,390

Total $ 5,873 $ 3 $ ( 122 ) $ 5,754

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

Assets Measured at Fair Value on a Non-recurring Basis

Non-marketable equity securities.

September 30, 2022

Cost Gross Unrealized Fair

(in millions)

government-sponsored debt securities $ 458 $ — $ ( 1 ) $ 457

Treasury securities 4,937 — ( 133 ) 4,804

Total $ 5,395 $ — $ ( 134 ) $ 5,261

Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows:

December 31, 2022

Less Than 12 Months

12 Months or Greater

Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

(in millions)

government-sponsored debt securities $ 347 $ ( 1 ) $ — $ —

Treasury securities 1,598 ( 38 ) 1,966 ( 83 )

Total $ 1,945 $ ( 39 ) $ 1,966 $ ( 83 )

September 30, 2022

Less Than 12 Months

Fair Value Gross Unrealized Losses

(in millions)

government-sponsored debt securities $ 408 $ ( 1 )

Treasury securities 3,507 ( 133 )

Total $ 3,915 $ ( 134 )

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

The stated maturities of debt securities were as follows:

(in millions)

Due within one year $ 3,019

Due after 1 year through 5 years 2,735

Total $ 5,754

Equity Securities

The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values.

These investments are 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 June 30, 2022 including cumulative unrealized gains and losses:

These investments are measured at fair value on a non-recurring basis and are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that inputs used to measure fair value are unobservable and require management’s judgment.

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

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

(in millions)

3 unchanged sentences

Carrying amount, end of period $ 1,217

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

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

Three Months Ended

June 30, Nine Months Ended

2022 2021 2022 2021

(in millions)

1 unchanged sentence

Downward adjustments (including impairment) $ — $ —

For the three months ended June 30, 2022 and 2021, the Company recognized net unrealized losses of $ 278 million, and net unrealized gains of $ 434 million, respectively, on marketable and non-marketable equity securities still held as of quarter end.

For the nine months ended June 30, 2022 and 2021, the Company recognized net unrealized losses of $ 262 million and net unrealized gains of $ 610 million, respectively, on marketable and non-marketable equity securities still held as of quarter end.

Non-financial assets and liabilities.

Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are only recognized at fair value if they are deemed to be impaired.

The Company performed its annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2022, and concluded there was no impairment as of that date.

As of June 30, 2022, there were no impairment indicators.

For the three months ended December 31, 2022 and 2021, the Company recognized net unrealized losses of $ 102 million and net unrealized gains of $ 172 million, respectively, on marketable and non-marketable equity securities still held as of quarter end.

Other Fair Value Disclosures

2 unchanged sentences

If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy.

As of June 30, 2022, the carrying value and estimated fair value of debt was $ 23.8 billion and $ 22.5 billion, respectively.

As of December 31, 2022, the carrying value and estimated fair value of debt was $ 20.5 billion and $ 18.4 billion, respectively.

As of September 30, 2022, the carrying value and estimated fair value of debt was $ 22.5 billion and $ 19.9 billion, respectively.

Other financial instruments not measured at fair value.

At June 30, 2022, the carrying values of settlement receivable and payable and customer collateral approximate fair value due to their generally short maturities.

As of December 31, 2022, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities.

If measured at fair value in the financial statements, these financial instruments would be classified as Level 2 in the fair value hierarchy.

Non-financial assets.

Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to non-recurring fair value measurements if they are deemed to be impaired.

As of December 31, 2022, there were no impairment indicators.

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

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(in millions, except percentages)

2.15 % Senior Notes due September 2022

$ 1,000 $ 1,000 2.30 %

2.80 % Senior Notes due December 2022

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697 638 2.53 %

20,966 22,945

Unamortized discounts and debt issuance costs ( 171 ) ( 173 )

Hedge accounting fair value adjustments (2)

( 308 ) ( 322 )

Total carrying value of debt

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(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.

In June 2022, the Company issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of € 3.0 billion ($ 3.2 billion), with maturities ranging between 4 and 12 years.

The June 2026 Notes, 2029 Notes and 2034 Notes, or collectively, the "Euro Notes", have interest rates of 1.50 %, 2.00 % and 2.375 %, respectively.

Interest on the Euro Notes is payable annually on June 15 of each year, commencing June 15, 2023.

The net aggregate proceeds, after deducting discounts and debt issuance costs, were approximately € 3.0 billion ($ 3.2 billion).

The Company plans to use the net proceeds for general corporate purposes, which may include, among other things, the refinancing of existing indebtedness.

The Company’s outstanding senior notes, or collectively, the “Notes”, are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company’s existing and future unsecured and unsubordinated debt.

The Notes are not secured by any assets of the Company and are not guaranteed by any of the Company’s subsidiaries.

As of June 30, 2022, the Company was in compliance with all related covenants.

Each series of Notes may be redeemed as a whole or in part at the Company’s option at any time at specified

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

redemption prices.

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

(2) Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes.

During the three months ended December 31, 2022, the Company repaid $ 2.25 billion of principal upon maturity of its senior notes due December 2022.

Non-derivative Financial Instrument Designated as a Net Investment Hedge

The Company designated € 1.2 billion of the € 3.0 billion Euro Notes, a non-derivative financial instrument, as a hedge against a portion of the Company’s Euro-denominated net investment in Visa Europe.

Changes in the value of the designated portion of the Euro Notes, attributable to the change in exchange rates at the end of each reporting period, partially offset the foreign currency translation adjustments resulting from the Euro-denominated net investment, are reported as a component of accumulated other comprehensive income or loss on the Company’s consolidated balance sheets.

Commercial Paper Program

Visa maintains a commercial paper program to support its working capital requirements and for other general corporate purposes.

Under the program, the Company is authorized to issue up to $ 3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance.

During the three months ended June 30, 2022, the Company repaid $ 300 million and $ 650 million of commercial paper that was issued in March 2022 and April 2022, respectively.

The Company had no outstanding obligations under the program as of June 30, 2022 and September 30, 2021.

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

As of December 31, 2022, all of the € 3.0 billion Euro Notes were designated as a net investment hedge.

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

Note 7—Settlement Guarantee Management

4 unchanged sentences

The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day.

During the nine months ended June 30, 2022, the Company’s maximum daily settlement exposure was $ 116.3 billion and the average daily settlement exposure was $ 71.8 billion.

During the three months ended December 31, 2022, the Company’s maximum daily settlement exposure was $ 123.5 billion and the average daily settlement exposure was $ 76.0 billion.

The Company maintains and regularly reviews global settlement risk policies and procedures to manage settlement exposure, which may require clients to post collateral if certain credit standards are not met.

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The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis were as follows:

June 30, 2022 September 30, 2021

December 31, 2022 September 30, 2022

Outstanding Conversion Rate Into

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(2) The number of shares outstanding was less than one million.

(3) Class A common stock shares outstanding reflect repurchases that settled on or before June 30, 2022 and September 30, 2021, respectively.

(3) Class A common stock shares outstanding reflect repurchases that settled on or before December 31, 2022 and September 30, 2022.

(4) The class B to class A common stock conversion rate is presented on a rounded basis.

Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.

Series A preferred stock issuance.

On July 29, 2022, the Company will issue approximately 176,853 shares of series A preferred stock in connection with the Sixth Anniversary Release.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans .

Reduction in as-converted shares.

Under the terms of the U.S.

retrospective responsibility plan, when the Company funds the U.S.

litigation escrow account, the value of the Company’s class B common stock is subject to dilution through a downward adjustment to the conversion rate of the shares of class B common stock to shares of class A common stock.

Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock.

The deposit and recovery have the same economic effect on earnings per share as repurchasing the Company’s class A common stock, because it reduces the class B common stock and the series B and C preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans .

The following table presents the reduction in the number of as-converted class B common stock after deposit into the U.S.

litigation escrow account for the nine months ended June 30, 2022.

There was no comparable adjustment recorded for class B common stock for the nine months ended June 30, 2021.

Nine Months Ended

June 30, 2022

litigation escrow account for the three months ended December 31, 2022 and 2021.

Three Months Ended

(in millions, except per share data)

1 unchanged sentence

Effective price per share (1)

$ 209.14 $ 217.61

Deposits under the U.S.

1 unchanged sentence

(1) Effective price per share is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation.

Effective price per share for the fiscal year is calculated using the weighted-average effective prices of the respective adjustments made during the year.

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

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

Nine Months Ended

June 30, 2022 Nine Months Ended

June 30, 2021

Three Months Ended

December 31, 2022 Three Months Ended

December 31, 2021

Series B Series C Series B Series C

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(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.

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

Common stock repurchases.

1 unchanged sentence

Three Months Ended

June 30, Nine Months Ended

2022 2021 2022 2021

(in millions, except per share data)

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$ 3,115 $ 4,104

(1) Shares repurchased in the open market reflect repurchases that settled during the three and nine months ended June 30, 2022 and 2021, respectively.

(1) Shares repurchased in the open market reflect repurchases that settled during the three months ended December 31, 2022 and 2021.

All shares repurchased in the open market have been retired and constitute authorized but unissued shares.

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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.

In October 2022, the Company’s board of directors authorized a $ 12.0 billion share repurchase program.

Previously, in December 2021, the Company’s board of directors authorized a $ 12.0 billion share repurchase program (December 2021 Program).

These authorizations have no expiration date.

As of June 30, 2022, the Company’s repurchase program had remaining authorized funds of $ 7.3 billion.

As of December 31, 2022, the Company’s repurchase programs had remaining authorized funds of $ 14.1 billion.

All share repurchase programs authorized prior to the December 2021 Program have been completed.

The Company declared and paid dividends of $ 798 million and $ 698 million during the three months ended June 30, 2022 and 2021, respectively, and $ 2.4 billion and $ 2.1 billion during the nine months ended June 30, 2022 and 2021, respectively.

On July 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 September 1, 2022, to all holders of record as of August 12, 2022.

The Company declared and paid dividends of $ 945 million and $ 809 million during the three months ended December 31, 2022 and 2021, respectively.

On January 24, 2023, the Company’s board of directors declared a quarterly cash dividend of $ 0.45 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C preferred stock on an as-converted basis), which will be paid on March 1, 2023, to all holders of record as of February 10, 2023.

Note 9—Earnings Per Share

Basic earnings per share is computed by dividing net income available to each class of shares by the weighted-average number of shares of common stock outstanding and participating securities during the period.

Participating securities include the Company’s series A, B and C preferred stock and restricted stock units (“RSUs”) that contain non-forfeitable rights to dividends or dividend equivalents.

Net income is allocated to each class of common stock and participating securities based on its proportional ownership on an as-converted basis.

The weighted-average number of shares outstanding of each class of common stock reflects changes in ownership over the periods presented.

See Note 9—Stockholders’ Equity .

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

Diluted earnings per share is computed by dividing net income available by the weighted-average number of shares of common stock outstanding, participating securities and, if dilutive, potential class A common stock equivalent shares outstanding during the period.

Dilutive class A common stock equivalents may consist of:

(1) shares of class A common stock issuable upon the conversion of series A, B and C preferred stock and class B and C common stock based on the conversion rates in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options, the assumed purchase of stock under the Company’s Employee Stock Purchase Plan and the assumed vesting of unearned performance shares.

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

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 2,634 1,642 $ 1.60 $ 3,411 2,129 (3)

Class B common stock 637 245 $ 2.59 $ 636 245 $ 2.59

Class C common stock 64 10 $ 6.42 $ 64 10 $ 6.41

Participating securities 76 Not presented Not presented $ 76 Not presented Not presented

Net income $ 3,411

The following table presents earnings per share for the nine months ended June 30, 2022:

The following table presents earnings per share for the three months ended December 31, 2022:

Basic Earnings Per Share Diluted Earnings Per Share

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

The following table presents earnings per share for the three months ended June 30, 2021:

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 1,996 1,691 $ 1.18 $ 2,575 2,184 (3)

Class B common stock 470 245 $ 1.92 $ 470 245 $ 1.91

Class C common stock 49 10 $ 4.72 $ 49 10 $ 4.72

Participating securities 60 Not presented Not presented $ 60 Not presented Not presented

Net income $ 2,575

The following table presents earnings per share for the nine months ended June 30, 2021:

The following table presents earnings per share for the three months ended December 31, 2021:

Basic Earnings Per Share Diluted Earnings Per Share

7 unchanged sentences

Net income $ 3,959

(1) The weighted-average number of shares of as-converted class B common stock used in the income allocation was 397 million for the three months ended June 30, 2022 and 398 million for nine months ended June 30, 2022 and three and nine months ended June 30, 2021.

The weighted-average number of shares of as-converted class C common stock used in the income allocation was 40 million for the three and nine months ended June 30, 2022 and 42 million for the three and nine months ended June 30, 2021.

The weighted-average number of shares of preferred stock included within participating securities was 6 million of as-converted series A preferred stock for the three and nine months ended June 30, 2022 and 9 million and 14 million of as-converted series A preferred stock for the three and nine months ended June 30, 2021, respectively, 15 million of as-converted series B preferred stock for the three months ended June 30, 2022 and 16 million of as-converted series B preferred stock for the nine months ended June 30, 2022 and three and nine months ended June 30, 2021 and 22 million of as-converted series C preferred stock for the three and nine months ended June 30, 2022 and 2021.

(1) The weighted-average number of shares of as-converted class B common stock used in the income allocation was 394 million and 398 million for the three months ended December 31, 2022 and 2021, respectively.

The weighted-average number of shares of as-converted class C common stock used in the income allocation was 39 million and 40 million for the three months ended December 31, 2022 and 2021, respectively.

The weighted-average number of shares of preferred stock included within participating securities was 13 million and 7 million of as-converted series A preferred stock for the three months ended December 31, 2022 and 2021, respectively, 7 million and 16 million of as-converted series B preferred stock for the three months ended December 31, 2022 and 2021, respectively, and 11 million and 22 million of as-converted series C preferred stock for the three months ended December 31, 2022 and 2021, respectively.

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

Basic and diluted earnings per share is calculated based on unrounded numbers.

Basic and diluted earnings per share are calculated based on unrounded numbers.

(3) Weighted-average diluted shares outstanding are calculated on an as-converted basis and include incremental common stock equivalents, as calculated under the treasury stock method.

The common stock equivalents are not material for the three and nine months ended June 30, 2022 and 2021.

The common stock equivalents are not material for the three months ended December 31, 2022 and 2021.

Note 10—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 nine months ended June 30, 2022:

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

Granted Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price

4 unchanged sentences

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

For the three months ended December 31, 2022 and 2021, the Company recorded share-based compensation cost related to the EIP of $ 170 million and $ 121 million, respectively.

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

Related to the EIP, the Company recorded share-based compensation cost, net of estimated forfeitures, of $ 145 million and $ 153 million for the three months ended June 30, 2022 and 2021, respectively, and $ 447 million and $ 417 million for the nine months ended June 30, 2022 and 2021, respectively.

Note 11—Income Taxes

For the three and nine months ended June 30, 2022, the effective income tax rates were 11 % and 17 %, respectively, and for the three and nine months ended June 30, 2021, the effective income tax rates were 41 % and 26 %, respectively.

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

• during the three months ended June 30, 2022, a decrease in the state apportionment rate, including a $ 176 million tax benefit related to prior years, as a result of a tax position taken related to a recent ruling;

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

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

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

During the three and nine months ended June 30, 2022, the Company’s gross unrecognized tax benefits decreased by $ 34 million and increased by $ 109 million, respectively.

The Company’s net unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate, decreased by $ 75 million and $ 29 million, respectively.

The change in unrecognized tax benefits is primarily related to the change in state apportionment mentioned above, partially offset by an increase in gross timing differences as well as various tax positions across several jurisdictions.

During the three and nine months ended June 30, 2022, the Company’s accrued penalties related to uncertain tax positions decreased by $ 31 million.

For the three months ended December 31, 2022 and 2021, the effective income tax rates were 16 % and 19 %, respectively.

The difference in the effective tax rates is primarily due to a $ 142 million tax benefit related to prior years recognized during the three months ended December 31, 2022 due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination.

During the three months ended December 31, 2022, the Company’s gross and net unrecognized tax benefits decreased by $ 108 million and $ 149 million, respectively.

The decrease in unrecognized tax benefits is primarily related to the reassessment mentioned above, partially offset by an increase in gross timing differences as well as various tax positions across several jurisdictions.

The Company’s tax filings are subject to examination by U.S.

5 unchanged sentences

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.

For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has disclosed the nature of the claim.

Additionally, unless otherwise disclosed below with respect to these proceedings, the Company cannot provide an estimate of the possible loss or range of loss.

Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows.

1 unchanged sentence

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.

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

The following table summarizes the activity related to accrued litigation:

Nine Months Ended

Three Months Ended

(in millions)

18 unchanged sentences

and Europe Retrospective Responsibility Plans.

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

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

covered litigation:

Nine Months Ended

Three Months Ended

(in millions)

4 unchanged sentences

Balance at end of period $ 1,681 $ 1,026

During the three and nine months ended June 30, 2022, the Company recorded additional accruals of $ 716 million and $ 861 million, respectively, and deposited $ 600 million and $ 850 million, respectively, into the U.S.

litigation escrow account to address claims of certain merchants who opted out of the Amended Settlement Agreement.

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.

During the three months ended December 31, 2022, the Company recorded an additional accrual of $ 341 million and deposited $ 350 million into the U.S.

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

covered litigation accrual balance is consistent with the Company’s best estimate of its share of a probable and reasonably estimable loss with respect to U.S.

covered litigation.

10 unchanged sentences

and Europe Retrospective Responsibility Plans .

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

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

Nine Months Ended

Three Months Ended

(in millions)

4 unchanged sentences

Covered Litigation

Interchange Multidistrict Litigation (MDL) - Putative Class Actions

On July 18, 2022, in response to an order from the U.S.

Court of Appeals for the Second Circuit, the district court certified its final approval of the Amended Settlement Agreement as a partial final judgment.

Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions

Visa has reached settlements with a number of merchants representing approximately 62 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

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.

Since July 2013, proceedings have been commenced by more than 900 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) against Visa Europe, Visa Inc.

and other Visa subsidiaries in the UK and other countries primarily relating to interchange rates in Europe and in some cases relating to fees charged by Visa and certain Visa rules.

As of the filing date, Visa has settled the claims asserted by over 150 Merchants, and there are approximately 700 Merchants with outstanding claims.

In addition, over 30 additional Merchants have threatened to commence similar proceedings.

Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled.

On November 26, 2021, with respect to certain pending Merchant claims, the UK Competition Appeal Tribunal (CAT) found that UK and certain other domestic and intra-European Economic Area consumer interchange fees before the introduction of the Interchange Fee Regulation (IFR) were a restriction of competition, but that the question of whether those fees, along with inter-European Economic Area fees, are a restriction of competition after the introduction of the IFR would need to be resolved at trial.

Whether any interchange fees are exempt from the finding of restriction under applicable law and the assessment of damages, if any, will also need to be considered at trial.

On February 1, 2022, the UK Court of Appeal granted claimants permission to appeal the CAT’s ruling and an appeal hearing is scheduled for July 2022.

On June 1, 2022, two class action claims were filed against Visa with the CAT on behalf of UK businesses that accepted Visa-branded payment cards at any time from June 1, 2016 alleging that UK domestic, intra-European Economic Area, and inter-regional interchange fees on commercial credit cards, and inter-regional interchange fees on consumer cards, are anti-competitive.

The Europe retrospective responsibility plan covers liabilities and losses relating to the covered period, which generally refers to the period before the closing of the Visa Europe acquisition.

Other Litigation

On July 3, 2022, Visa filed a motion challenging jurisdiction in the action filed against Visa and MasterCard in the Israel Central District Court.

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

Other Litigation

Pulse Network

On April 5, 2022, the U.S.

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

German ATM Litigation

Between December 2021 and June 2022, Visa was served with claims in Germany brought by German savings banks against Visa Europe and Visa Inc.

The banks claim that Visa’s ATM rules prohibiting the charging of access fees on domestic cash withdrawals are anti-competitive and they are seeking damages.

Visa has filed challenges to the jurisdiction of the German courts to hear these claims.

EMV Chip Liability Shift

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

Department of Justice Civil Investigative Demand (2021)

On January 4, 2023, the Antitrust Division of the U.S.

Department of Justice (Division) issued a further Civil Investigative Demand seeking additional documents and information focusing on U.S.

debit and competition with other payment methods and networks.

Visa is cooperating with the Division in connection with the investigation.

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.

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

European Commission Client Incentive Agreements Investigation

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

Visa is cooperating with the EC in connection with the investigation.

Consumer Interchange Litigation

On December 30, 2022, a putative class action was filed in California state court against Visa, Mastercard, and certain financial institutions on behalf of all Visa and Mastercard cardholders in California who made a purchase using a Visa-branded or Mastercard-branded payment card in California from January 1, 2004.

Plaintiffs primarily allege a conspiracy to fix interchange fees and seek injunctive relief, attorneys’ fees and damages as direct and indirect purchasers based on alleged violations of California law.

On January 11, 2023, plaintiffs filed an amended complaint asserting the same claims as asserted in the prior complaint.

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 1. Financial Statements