VISA INC. 10-Q

ITEM 1. Financial Statements (Unaudited) VISA INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) December 31, 2022 September 30, 2022 (in millions, except per share data) Assets Cash and cash equivalents $ 13,334 $ 15,689 Restricted cash equivalents—U.S. litigation escrow 1,705 1,449 Investment securities 2,785 2,833 Settlement receivable 2,127 1,932 Accounts receivable 2,113 2,020 Customer collateral 2,591 2,342 Current portion of client incentives 1,402 1,272 Prepaid expenses and other current assets 1,802 2,668 Total current assets 27,859 30,205 Investment securities 2,735 2,136 Client incentives 3,657 3,348 Property, equipment and technology, net 3,236 3,223 Goodwill 18,024 17,787 Intangible assets, net 26,307 25,065 Other assets 3,569 3,737 Total assets $ 85,387 $ 85,501 Liabilities Accounts payable $ 258 $ 340 Settlement payable 3,573 3,281 Customer collateral 2,591 2,342 Accrued compensation and benefits 736 1,359 Client incentives 6,553 6,099 Accrued liabilities 3,940 3,726 Current maturities of debt — 2,250 Accrued litigation 1,702 1,456 Total current liabilities 19,353 20,853 Long-term debt 20,487 20,200 Deferred tax liabilities 5,443 5,332 Other liabilities 3,180 3,535 Total liabilities 48,463 49,920 Equity Series A, Series B and Series C convertible participating preferred stock (preferred stock), $ 0.0001 par value: 25 shares authorized and 5 (Series A less than one, Series B 2 , Series C 3 ) shares issued and outstanding 1,981 2,324 Class A, Class B and Class C common stock and additional paid-in capital, $ 0.0001 par value: 2,003,341 shares authorized (Class A 2,001,622 , Class B 622 , Class C 1,097 ); 1,881 (Class A 1,626 , Class B 245 , Class C 10 ) and 1,890 (Class A 1,635 , Class B 245 , Class C 10 ) shares issued and outstanding 19,827 19,545 Right to recover for covered losses ( 28 ) ( 35 ) Accumulated income 16,403 16,116 Accumulated other comprehensive income (loss), net: Investment securities ( 94 ) ( 106 ) Defined benefit pension and other postretirement plans ( 167 ) ( 169 ) Derivative instruments ( 213 ) 418 Foreign currency translation adjustments ( 785 ) ( 2,512 ) Total accumulated other comprehensive income (loss), net ( 1,259 ) ( 2,369 ) Total equity 36,924 35,581 Total liabilities and equity $ 85,387 $ 85,501 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 December 31, 2022 2021 (in millions, except per share data) Net revenues $ 7,936 $ 7,059 Operating Expenses Personnel 1,337 1,125 Marketing 332 280 Network and processing 178 190 Professional fees 109 100 Depreciation and amortization 227 198 General and administrative 322 242 Litigation provision 341 148 Total operating expenses 2,846 2,283 Operating income 5,090 4,776 Non-operating Income (Expense) Interest expense ( 137 ) ( 134 ) Investment income (expense) and other 24 255 Total non-operating income (expense) ( 113 ) 121 Income before income taxes 4,977 4,897 Income tax provision 798 938 Net income $ 4,179 $ 3,959 Basic Earnings Per Share Class A common stock $ 1.99 $ 1.84 Class B common stock $ 3.19 $ 2.98 Class C common stock $ 7.96 $ 7.35 Basic Weighted-average Shares Outstanding Class A common stock 1,629 1,669 Class B common stock 245 245 Class C common stock 10 10 Diluted Earnings Per Share Class A common stock $ 1.99 $ 1.83 Class B common stock $ 3.19 $ 2.98 Class C common stock $ 7.95 $ 7.34 Diluted Weighted-average Shares Outstanding Class A common stock 2,102 2,159 Class B common stock 245 245 Class C common stock 10 10 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 December 31, 2022 2021 (in millions) Net income $ 4,179 $ 3,959 Other comprehensive income (loss): Investment securities: Net unrealized gain (loss) 15 ( 10 ) Income tax effect ( 3 ) 2 Defined benefit pension and other postretirement plans: Net unrealized actuarial gain (loss) and prior service credit (cost) 2 1 Income tax effect ( 1 ) — Reclassification adjustments 1 1 Derivative instruments: Net unrealized gain (loss) ( 116 ) 114 Income tax effect 14 ( 22 ) Reclassification adjustments ( 7 ) ( 6 ) Income tax effect ( 4 ) — Foreign currency translation adjustments 1,209 ( 588 ) Other comprehensive income (loss), net of tax 1,110 ( 508 ) Comprehensive income $ 5,289 $ 3,451 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 6 Table of Contents VISA INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) Three Months Ended December 31, 2022 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss), Net Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of September 30, 2022 5 $ 2,324 (1) 1,890 $ 19,545 $ ( 35 ) $ 16,116 $ ( 2,369 ) $ 35,581 Net income 4,179 4,179 Other comprehensive income (loss), net of tax 1,110 1,110 VE territory covered losses incurred ( 8 ) ( 8 ) Recovery through conversion rate adjustment ( 14 ) 15 1 Conversion to class A common stock upon sales into public market — (2) ( 329 ) 5 329 — Share-based compensation, net of forfeitures 177 177 Stock issued under equity plans 2 56 56 Restricted stock and performance-based shares settled in cash for taxes — (2) ( 112 ) ( 112 ) Cash dividends declared and paid, at a quarterly amount of $ 0.45 per class A common stock ( 945 ) ( 945 ) Repurchase of class A common stock ( 16 ) ( 168 ) ( 2,947 ) ( 3,115 ) Balance as of December 31, 2022 5 $ 1,981 (1) 1,881 $ 19,827 $ ( 28 ) $ 16,403 $ ( 1,259 ) $ 36,924 (1) As of December 31, 2022 and September 30, 2022, the book value of series A preferred stock was $ 723 million and $ 1.0 billion, respectively. Refer to Note 4—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock. (2) Increase or decrease 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) Three Months Ended December 31, 2021 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss), Net Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of September 30, 2021 5 $ 3,080 (1) 1,932 $ 18,855 $ ( 133 ) $ 15,351 $ 436 $ 37,589 Net income 3,959 3,959 Other comprehensive income (loss), net of tax ( 508 ) ( 508 ) VE territory covered losses incurred ( 7 ) ( 7 ) Recovery through conversion rate adjustment ( 29 ) 29 — Conversion of class A common stock upon sales into public market — (2) ( 56 ) 1 56 — Share-based compensation, net of forfeitures 128 128 Stock issued under equity plans 2 59 59 Restricted stock and performance-based shares settled in cash for taxes — (2) ( 113 ) ( 113 ) Cash dividends declared and paid, at a quarterly amount of $ 0.375 per class A common stock ( 809 ) ( 809 ) Repurchase of class A common stock ( 19 ) ( 209 ) ( 3,895 ) ( 4,104 ) Balance as of December 31, 2021 5 $ 2,995 (1) 1,916 $ 18,776 $ ( 111 ) $ 14,606 $ ( 72 ) $ 36,194 (1) 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. 8 Table of Contents VISA INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended December 31, 2022 2021 (in millions) Operating Activities Net income $ 4,179 $ 3,959 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Client incentives 2,786 2,371 Share-based compensation 177 128 Depreciation and amortization of property, equipment, technology and intangible assets 227 198 Deferred income taxes ( 132 ) ( 15 ) VE territory covered losses incurred ( 8 ) ( 7 ) (Gains) losses on equity investments, net 106 ( 231 ) Other ( 26 ) ( 32 ) Change in operating assets and liabilities: Settlement receivable ( 54 ) ( 76 ) Accounts receivable ( 60 ) ( 213 ) Client incentives ( 2,743 ) ( 2,339 ) Other assets 160 ( 163 ) Accounts payable ( 64 ) ( 9 ) Settlement payable 44 409 Accrued and other liabilities ( 666 ) 206 Accrued litigation 245 46 Net cash provided by (used in) operating activities 4,171 4,232 Investing Activities Purchases of property, equipment and technology ( 249 ) ( 173 ) Investment securities: Purchases ( 1,995 ) ( 951 ) Proceeds from maturities and sales 1,310 1,374 Acquisitions, net of cash acquired — ( 832 ) Purchases of other investments ( 20 ) ( 37 ) Settlement of derivative instruments 402 — Other investing activities 42 72 Net cash provided by (used in) investing activities ( 510 ) ( 547 ) Financing Activities Repurchase of class A common stock ( 3,115 ) ( 4,104 ) Repayments of debt ( 2,250 ) — Dividends paid ( 945 ) ( 809 ) 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 ) Other financing activities 19 — Net cash provided by (used in) financing activities ( 6,347 ) ( 4,967 ) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents 692 ( 194 ) Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents ( 1,994 ) ( 1,476 ) Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 20,377 19,799 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 18,383 $ 18,323 Supplemental Disclosure Cash paid for income taxes, net $ 721 $ 268 Interest payments on debt $ 244 $ 244 Accruals related to purchases of property, equipment and technology $ 27 $ 53 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 9 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1—Summary of Significant Accounting Policies Organization. Visa Inc. 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. 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. 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, 2022 for additional disclosures, including a summary of the Company’s significant accounting policies. In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year. Use of estimates. The preparation of the accompanying unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates may change as new events occur and additional information is obtained, and will be recognized in the period in which such changes occur. Future actual results could differ materially from these estimates. 10 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Note 2—Revenues The nature, amount, timing and uncertainty of the Company’s revenues and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenues by revenue category and by geography: Three Months Ended December 31, 2022 2021 (in millions) Service revenues $ 3,511 $ 3,193 Data processing revenues 3,827 3,614 International transaction revenues 2,797 2,174 Other revenues 587 449 Client incentives ( 2,786 ) ( 2,371 ) Net revenues $ 7,936 $ 7,059 Three Months Ended December 31, 2022 2021 (in millions) U.S. $ 3,567 $ 3,178 International 4,369 3,881 Net revenues $ 7,936 $ 7,059 Note 3—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows: December 31, 2022 September 30, 2022 (in millions) Cash and cash equivalents $ 13,334 $ 15,689 Restricted cash and restricted cash equivalents: U.S. litigation escrow 1,705 1,449 Customer collateral 2,591 2,342 Prepaid expenses and other current assets 753 897 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 18,383 $ 20,377 Note 4—U.S. and Europe Retrospective Responsibility Plans U.S. Retrospective Responsibility Plan Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation referred to as the “U.S. covered litigation” are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 12—Legal Matters . 11 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: Three Months Ended December 31, 2022 2021 (in millions) Balance at beginning of period $ 1,449 $ 894 Deposits into the litigation escrow account 350 250 Payments to opt-out merchants (1) , net of interest earned on escrow funds ( 94 ) — Balance at end of period $ 1,705 $ 1,144 (1) These payments are associated with the interchange multidistrict litigation. See Note 12—Legal Matters . Europe Retrospective Responsibility Plan Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (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 (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. 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, 2022 $ 460 $ 812 $ ( 35 ) VE territory covered losses incurred (1) — — ( 8 ) Recovery through conversion rate adjustment (2) ( 7 ) ( 7 ) 15 Balance as of December 31, 2022 $ 453 $ 805 $ ( 28 ) 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) — — ( 7 ) Recovery through conversion rate adjustment ( 26 ) ( 3 ) 29 Balance as of December 31, 2021 $ 1,045 $ 1,520 $ ( 111 ) (1) VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 12—Legal Matters . (2) Adjustment to right to recover for covered losses for the conversion rate adjustment differs from the actual recovered amount due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustment. 12 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: December 31, 2022 September 30, 2022 As-converted Value of Preferred Stock (1),(2) Book Value of Preferred Stock (1) As-converted Value of Preferred Stock (1),(3) Book Value of Preferred Stock (1) (in millions) Series B preferred stock $ 1,524 $ 453 $ 1,309 $ 460 Series C preferred stock 2,383 805 2,044 812 Total 3,907 1,258 3,353 1,272 Less: right to recover for covered losses ( 28 ) ( 28 ) ( 35 ) ( 35 ) Total recovery for covered losses available $ 3,879 $ 1,230 $ 3,318 $ 1,237 (1) Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers. (2) As of December 31, 2022, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 2.958 and 3.634 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $ 207.76 , Visa’s class A common stock closing stock price. (3) As of September 30, 2022, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 2.971 and 3.645 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $ 177.65 , Visa’s class A common stock closing stock price. 13 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Note 5—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 December 31, 2022 September 30, 2022 December 31, 2022 September 30, 2022 (in millions) Assets Cash equivalents and restricted cash equivalents: Money market funds $ 10,078 $ 11,736 $ — $ — U.S. government-sponsored debt securities — — 400 — U.S. Treasury securities 180 799 — — Investment securities: Marketable equity securities 346 437 — — U.S. government-sponsored debt securities — — 964 457 U.S. Treasury securities 4,210 4,005 — — Other current and non-current assets: Money market funds 22 22 — — Derivative instruments — — 245 1,131 Total $ 14,836 $ 16,999 $ 1,609 $ 1,588 Liabilities Accrued compensation and benefits: Deferred compensation liability $ 184 $ 146 $ — $ — Accrued and other liabilities: Derivative instruments — — 398 418 Total $ 184 $ 146 $ 398 $ 418 Level 1 assets and liabilities. Money market funds, marketable equity securities and U.S. Treasury securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan. Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. U.S. Government-sponsored Debt Securities and U.S. Treasury Securities The amortized cost, unrealized gains and losses and fair value of debt securities were as follows: December 31, 2022 Amortized Cost Gross Unrealized Fair Value Gains Losses (in millions) U.S. government-sponsored debt securities $ 1,364 $ 1 $ ( 1 ) $ 1,364 U.S. Treasury securities 4,509 2 ( 121 ) 4,390 Total $ 5,873 $ 3 $ ( 122 ) $ 5,754 14 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) September 30, 2022 Amortized Cost Gross Unrealized Fair Value Gains Losses (in millions) U.S. government-sponsored debt securities $ 458 $ — $ ( 1 ) $ 457 U.S. Treasury securities 4,937 — ( 133 ) 4,804 Total $ 5,395 $ — $ ( 134 ) $ 5,261 Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows: December 31, 2022 Less Than 12 Months 12 Months or Greater Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in millions) U.S. government-sponsored debt securities $ 347 $ ( 1 ) $ — $ — U.S. Treasury securities 1,598 ( 38 ) 1,966 ( 83 ) Total $ 1,945 $ ( 39 ) $ 1,966 $ ( 83 ) September 30, 2022 Less Than 12 Months Fair Value Gross Unrealized Losses (in millions) U.S. government-sponsored debt securities $ 408 $ ( 1 ) U.S. Treasury securities 3,507 ( 133 ) Total $ 3,915 $ ( 134 ) The unrealized losses were primarily attributable to changes in interest rates. The stated maturities of debt securities were as follows: December 31, 2022 (in millions) Due within one year $ 3,019 Due after 1 year through 5 years 2,735 Total $ 5,754 Equity Securities The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values. These investments are measured at fair value on a non-recurring basis and are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that inputs used to measure fair value are unobservable and require management’s judgment. 15 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) The following table summarizes the total carrying value of the Company’s non-marketable equity securities held as of December 31, 2022 including cumulative unrealized gains and losses: December 31, 2022 (in millions) Initial cost basis $ 739 Adjustments: Upward adjustments 827 Downward adjustments (including impairment) ( 349 ) 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 December 31, 2022 and 2021 were as follows: Three Months Ended December 31, 2022 2021 (in millions) Upward adjustments $ 17 $ 224 Downward adjustments (including impairment) $ — $ — 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 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 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. 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. 16 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Note 6—Debt The Company had outstanding debt as follows: December 31, 2022 September 30, 2022 Effective Interest Rate (1) (in millions, except percentages) U.S. dollar notes 2.80 % Senior Notes due December 2022 $ — $ 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 % Euro notes 1.50 % Senior Notes due June 2026 1,447 1,325 1.71 % 2.00 % Senior Notes due June 2029 1,072 982 2.13 % 2.375 % Senior Notes due June 2034 697 638 2.53 % Total debt 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 $ 20,487 $ 22,450 Reported as: Current maturities of debt $ — $ 2,250 Long-term debt 20,487 20,200 Total carrying value of debt $ 20,487 $ 22,450 (1) Effective interest rates disclosed do not reflect hedge accounting adjustments. (2) Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. 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 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. 17 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Note 7—Settlement Guarantee Management The Company indemnifies its clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement. Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events. The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. During the 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. The Company held the following collateral to manage settlement exposure: December 31, 2022 September 30, 2022 (in millions) Restricted cash and restricted cash equivalents $ 2,591 $ 2,342 Pledged securities at market value 255 213 Letters of credit 1,659 1,582 Guarantees 984 950 Total $ 5,489 $ 5,087 18 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Note 8—Stockholders’ Equity As-converted class A common stock. The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis were as follows: December 31, 2022 September 30, 2022 Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) (in millions, except conversion rate) Series A preferred stock — (2) 100.0000 11 — (2) 100.0000 16 Series B preferred stock 2 2.9580 7 2 2.9710 7 Series C preferred stock 3 3.6340 11 3 3.6450 12 Class A common stock (3) 1,626 — 1,626 1,635 — 1,635 Class B common stock 245 1.5991 (4) 393 245 1.6059 (4) 394 Class C common stock 10 4.0000 39 10 4.0000 39 Total 2,087 2,103 (1) Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers. (2) The number of shares outstanding was less than one million. (3) Class A common stock shares outstanding reflect repurchases that settled on or before 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. Reduction in as-converted shares. 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 three months ended December 31, 2022 and 2021. Three Months Ended December 31, 2022 2021 (in millions, except per share data) Reduction in equivalent number of class A common stock 2 1 Effective price per share (1) $ 209.14 $ 217.61 Deposits under the U.S. retrospective responsibility plan $ 350 $ 250 (1) Effective price per share is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation. The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments: Three Months Ended December 31, 2022 Three Months Ended December 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) $ 211.34 $ 211.34 $ 201.68 $ 201.68 Recovery through conversion rate adjustment $ 7 $ 7 $ 26 $ 3 (1) The reduction in equivalent number of shares of class A common stock was less than one million shares. (2) Effective price per share for the quarter is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock. 19 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Common stock repurchases. The following table presents share repurchases in the open market: Three Months Ended December 31, 2022 2021 (in millions, except per share data) Shares repurchased in the open market (1) 16 19 Average repurchase price per share (2) $ 197.69 $ 210.32 Total cost (2) $ 3,115 $ 4,104 (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. (2) Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share and total cost are calculated based on unrounded numbers. In October 2022, the Company’s board of directors authorized a $ 12.0 billion share repurchase program. Previously, in December 2021, the Company’s board of directors authorized a $ 12.0 billion share repurchase program (December 2021 Program). These authorizations have no expiration date. 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. Dividends. 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 The following table presents earnings per share for the three months ended December 31, 2022: Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 3,243 1,629 $ 1.99 $ 4,179 2,102 (3) $ 1.99 Class B common stock 784 245 $ 3.19 $ 784 245 $ 3.19 Class C common stock 78 10 $ 7.96 $ 78 10 $ 7.95 Participating securities 74 Not presented Not presented $ 74 Not presented Not presented Net income $ 4,179 20 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) The following table presents earnings per share for the three months ended December 31, 2021: Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) Income Allocation (A) (1) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (2) (in millions, except per share data) Class A common stock $ 3,065 1,669 $ 1.84 $ 3,959 2,159 (3) $ 1.83 Class B common stock 732 245 $ 2.98 $ 731 245 $ 2.98 Class C common stock 74 10 $ 7.35 $ 74 10 $ 7.34 Participating securities 88 Not presented Not presented $ 88 Not presented Not presented Net income $ 3,959 (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 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 months ended December 31, 2022 and 2021. Note 10—Share-based Compensation 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 Non-qualified stock options 785,254 $ 57.29 $ 210.80 Restricted stock units 2,998,777 $ 210.18 Performance-based shares (1) 457,178 $ 216.08 (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. 21 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) Note 11—Income Taxes 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. 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 12—Legal Matters The Company is party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. 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. 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: Three Months Ended December 31, 2022 2021 (in millions) Balance at beginning of period $ 1,456 $ 983 Provision for uncovered legal matters — 1 Provision for covered legal matters 347 146 Payments for legal matters ( 101 ) ( 103 ) Balance at end of period $ 1,702 $ 1,027 Accrual Summary—U.S. Covered Litigation Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 4—U.S. and Europe Retrospective Responsibility Plans. 22 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: Three Months Ended December 31, 2022 2021 (in millions) Balance at beginning of period $ 1,441 $ 881 Provision for interchange multidistrict litigation 341 145 Payments for U.S. covered litigation ( 101 ) — Balance at end of period $ 1,681 $ 1,026 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. The U.S. 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. 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 4—U.S. and Europe Retrospective Responsibility Plans . The following table summarizes the accrual activity related to VE territory covered litigation: Three Months Ended December 31, 2022 2021 (in millions) Balance at beginning of period $ 11 $ 102 Provision for VE territory covered litigation 6 1 Payments for VE territory covered litigation — ( 102 ) Balance at end of period $ 17 $ 1 U.S. Covered Litigation Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions Visa has reached settlements with a number of merchants representing approximately 62 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs. 23 Table of Contents VISA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued) VE Territory Covered Litigation Europe Merchant Litigation 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. Other Litigation 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. U.S. Department of Justice Civil Investigative Demand (2021) On January 4, 2023, the Antitrust Division of the U.S. Department of Justice (Division) issued a further Civil Investigative Demand seeking additional documents and information focusing on U.S. debit and competition with other payment methods and networks. Visa is cooperating with the Division in connection with the investigation. Foreign Currency Exchange Rate Litigation 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. 24 Table of Contents