What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-11-15 compared with 2022-11-16 · 465 added, 600 removed, 1394 unchanged (43% of the section changed)

1 unchanged sentence

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2022 and 2021 and for the years ended September 30, 2022, 2021 and 2020

Report of Independent Registered Public Accounting Firm ( KPMG LLP , Santa Clara, CA , Auditor Firm ID:

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Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the accrued litigation liability for class members opting out of the Damages Class settlement in the Interchange Multidistrict Litigation (MDL)

As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is involved in various legal proceedings including the Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions, and has recorded an accrued litigation liability of $1,441 million as of September 30, 2022.

Assessment of the litigation accrual for class members opting out of the Damages Class settlement in the Interchange Multidistrict Litigation (MDL)

As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is party to various legal proceedings including the Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions, and has recorded a litigation accrual of $1,621 million as of September 30, 2023.

In preparing its consolidated financial statements, the Company is required to assess the probability of loss associated with each legal proceeding and estimate the amount of such loss, if any.

The outcome of legal proceedings to which the Company is a party is not within the complete control of the Company and may not be known for prolonged periods of time.

We identified the assessment of the accrued liability for class members opting out of the Damages Class settlement, also known as the MDL – Individual Merchant Actions , as a critical audit matter.

We identified the assessment of the litigation accrual for class members opting out of the Damages Class settlement in the Interchange Multidistrict Litigation (MDL) , also known as the MDL – Individual Merchant Actions , as a critical audit matter.

This proceeding involves claims that are subject to inherent uncertainties and unascertainable damages.

The assessment of the accrued litigation liability for the MDL – Individual Merchant Actions required especially challenging auditor judgment due to the assumptions and estimation associated with the consideration and evaluation of possible outcomes.

The assessment of the litigation accrual for the MDL – Individual Merchant Actions required especially challenging auditor judgment due to the assumptions and estimation associated with the consideration and evaluation of possible outcomes.

The Company could incur judgments, enter into settlements or revise its expectations regarding the outcome of merchants’ claims, which could have a material effect on the estimated amount of the liability in the period in which the effect becomes probable and reasonably estimable.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s litigation accrual process for the MDL – Individual Merchant Actions .

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s litigation accrual process for the MDL – Individual Merchant Actions .

We evaluated the Company’s ability to estimate its monetary exposure by comparing historically recorded liabilities to actual monetary amounts incurred upon resolution of legal matters for merchants that opted out of the previous MDL class settlement.

To assess the estimated monetary exposure in the Company’s analysis, we compared such amounts to the complete population of amounts attributable to the remaining opt-out merchants.

We performed a sensitivity analysis over the Company’s monetary exposure calculations, and we recalculated the amount of the ending accrued litigation liability.

We performed a sensitivity analysis over the Company’s monetary exposure calculations, and we recalculated the amount of the ending litigation accrual.

We read letters received directly from the Company’s external legal counsel and internal legal counsel that discussed the Company’s legal matters, including the MDL – Individual Merchant Actions .

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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

25 shares authorized and 5 (Series A less than one, Series B 2 , Series C 3 ) shares issued and outstanding as of September 30, 2023 and 2022

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 );

1,890 (Class A 1,635 , Class B 245 , Class C 10 ) and 1,932 (Class A 1,677 , Class B 245 , Class C 10 ) shares issued and outstanding

1,849 (Class A 1,594 , Class B 245 , Class C 10 ) and 1,890 (Class A 1,635 , Class B 245 , Class C 10 ) shares issued and outstanding as of September 30, 2023 and 2022, respectively

20,452 19,545

1 unchanged sentence

Accumulated income 18,040 16,116

Accumulated other comprehensive income (loss), net:

Accumulated other comprehensive income (loss):

Investment securities ( 64 ) ( 106 )

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Foreign currency translation adjustments ( 921 ) ( 2,512 )

Total accumulated other comprehensive income (loss), net ( 2,369 ) 436

Total accumulated other comprehensive income (loss) ( 1,317 ) ( 2,369 )

Total equity 38,733 35,581

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Reclassification adjustments — — ( 1 )

Income tax effect — — 1

Defined benefit pension and other postretirement plans:

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Foreign currency translation adjustments:

Other comprehensive income (loss), net of tax ( 2,805 ) 82 1,029

Translation adjustments

975 ( 3,255 ) ( 95 )

Income tax effect 98 — —

Other comprehensive income (loss)

1,052 ( 2,805 ) 82

Comprehensive income $ 18,325 $ 12,152 $ 12,393

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Comprehensive

Income (Loss), Net Total

Income (Loss)

Shares Amount Shares Amount

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17,273 17,273

Other comprehensive income (loss), net of tax

( 2,805 ) ( 2,805 )

Other comprehensive income (loss)

VE territory covered losses incurred ( 136 ) ( 136 )

Recovery through conversion rate adjustment ( 30 ) 31 1

Issuance of series A preferred stock — (2)

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

( 596 ) 10 596 —

Share-based compensation, net of forfeitures 602 602

Share-based compensation

Stock issued under equity plans 5 260 260

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1,849 $ 20,452 $ ( 140 ) $ 18,040 $ ( 1,317 ) $ 38,733

(1) As of September 30, 2022 and 2021, the book value of series A preferred stock was $ 1.0 billion and $ 486 million, respectively.

(1) As of September 30, 2023 and 2022, the book value of series A preferred stock was $ 456 million and $ 1.0 billion, respectively.

Refer to Note 5—U.S.

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Comprehensive

Income (Loss), Net Total

Income (Loss)

Shares Amount Shares Amount

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14,957 14,957

Other comprehensive income (loss), net of tax

Adoption of new accounting standards 3 3

Other comprehensive income (loss)

( 2,805 ) ( 2,805 )

VE territory covered losses incurred ( 43 ) ( 43 )

Recovery through conversion rate adjustment ( 141 ) 141 —

Issuance of series A preferred stock — (2)

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

( 612 ) 10 612 —

Share-based compensation, net of forfeitures 542 542

Share-based compensation

Stock issued under equity plans 4 196 196

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1,890 $ 19,545 $ ( 35 ) $ 16,116 $ ( 2,369 ) $ 35,581

(1) As of September 30, 2021 and 2020, the book value of series A preferred stock was $ 486 million and $ 2.4 billion, respectively.

(1) As of September 30, 2022 and 2021, the book value of series A preferred stock was $ 1.0 billion and $ 486 million, respectively.

Refer to Note 5—U.S.

6 unchanged sentences

Comprehensive

Income (Loss), Net Total

Income (Loss)

Shares Amount Shares Amount

2 unchanged sentences

12,311 12,311

Other comprehensive income (loss), net of tax

Other comprehensive income (loss)

Adoption of new accounting standards 3 3

1 unchanged sentence

Recovery through conversion rate adjustment ( 55 ) 53 ( 2 )

Issuance of series A preferred stock — (1)

Conversion to class A common stock upon sales into public market — (1)

( 1,951 ) 29 1,951 —

Share-based compensation, net of forfeitures 416 416

Share-based compensation

Stock issued under equity plans 5 208 208

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Share-based compensation 765 602 542

Depreciation and amortization of property, equipment, technology and intangible assets 861 804 767

Depreciation and amortization 943 861 804

Deferred income taxes ( 483 ) ( 336 ) 873

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Purchases of other investments ( 121 ) ( 86 ) ( 71 )

Settlement of derivative instruments 402 — —

Other investing activities ( 25 ) 128 109

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Restricted stock and performance-based shares settled in cash for taxes ( 130 ) ( 120 ) ( 144 )

Payments to settle derivative instruments — — ( 333 )

Other financing activities 200 ( 198 ) —

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(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).

Visa operates one of the world’s largest electronic payments networks — 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.

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The Company’s investments in VIEs have not been material to its consolidated financial statements as of and for the periods presented.

All significant intercompany accounts and transactions are eliminated in consolidation.

Intercompany balances and transactions have been eliminated in consolidation.

During fiscal 2022, economic sanctions were imposed on Russia, impacting Visa and its clients.

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

In March 2022, the Company suspended its operations in Russia.

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

In March 2022, the Company suspended its operations in Russia and deconsolidated its Russian subsidiary.

The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other.

All significant operating decisions are based on analysis of Visa as a single global business.

Accordingly, the Company has one reportable segment, Payment Services.

The Company has one reportable segment, Payment Services.

Use of estimates .

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covered litigation.

The escrow funds are held in money market investments, together with the interest earned, less applicable taxes payable, and classified as restricted cash equivalents on the consolidated balance sheets.

Interest earned on escrow funds is included in non-operating income (expense) on the consolidated statements of operations.

The escrow funds are held in money market investments, and classified as restricted cash equivalents on the consolidated balance sheets.

Interest earned on escrow funds is recognized in investment income (expense) and other on the consolidated statements of operations.

The Company measures certain financial assets and liabilities at fair value on a recurring basis.

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Marketable equity securities.

Marketable equity securities, which are reported in investment securities on the consolidated balance sheets, include investments in publicly traded companies as well as mutual fund investments

Marketable equity securities, which are reported in investment securities on the consolidated balance sheets, include investments in publicly traded companies as well as mutual fund investments related to various employee compensation and benefit plans.

Interest and dividend income as well as gains and losses, realized and unrealized, from changes in fair value are recognized in investment income (expense) and other on the consolidated statements of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

related to various employee compensation and benefit plans.

Interest and dividend income as well as gains and losses, realized and unrealized, from changes in fair value are recorded in non-operating income (expense).

Trading activity in the mutual fund investments is at the direction of the Company’s employees.

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Available-for-sale debt securities.

The Company’s investment in debt securities, which are classified as available-for-sale and reported in investment securities on the consolidated balance sheets, include U.S.

The Company’s investments in debt securities, which are classified as available-for-sale and reported in investment securities or cash and cash equivalents on the consolidated balance sheets, include U.S.

government-sponsored debt securities and U.S.

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The Company considers these securities to be available-for-sale to meet working capital and liquidity needs.

Investments with original maturities of greater than 90 days and stated maturities of less than one year from the balance sheet date, or investments that the Company intends to sell within one year, are classified as current assets, while all other securities are classified as non-current assets.

Unrealized gains and losses are reported in accumulated other comprehensive income (loss) on the consolidated balance sheets.

The specific identification method is used to calculate realized gain or loss on the sale of securities, which is recorded in non-operating income (expense) on the consolidated statements of operations.

Interest income is recognized when earned and is included in non-operating income (expense) on the consolidated statements of operations.

Investments with stated maturities of less than one year from the balance sheet date, or investments that the Company intends to sell within one year, are classified as current assets, while all other securities are classified as non-current assets.

Unrealized gains and losses are reported in other comprehensive income (loss).

The specific identification method is used to calculate realized gain or loss on the sale of securities, which is recorded in investment income (expense) and other on the consolidated statements of operations.

Interest income is recognized when earned and is included in investment income (expense) and other on the consolidate d statements of operations.

The Company evaluates its debt securities for impairment on an ongoing basis.

When there has been a decline in fair value of a debt security below the amortized cost basis, the Company recognizes an impairment if:

(1) it has the intent to sell the security;

(2) it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis;

or (3) it does not expect to recover the entire amortized cost basis of the security.

If the Company identifies that the decline in fair value has resulted from credit losses, the credit loss component is recognized as an allowance on the balance sheet and in non-operating income (expense) on the consolidated statements of operations.

When there has been a decline in fair value of a debt security below the amortized cost basis, the Company recognizes an impairment in investment income (expense) and other on the consolidated statements of operations if it has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis.

In addition, if the Company identifies that the decline in fair value has resulted from credit losses, the credit loss component is recognized as an allowance on the consolidated balance sheets and in investment income (expense) and other o n the consolidat ed statements of operations.

The non-credit loss component remains in accumulated other comprehensive income (loss) until realized from a sale or subsequent impairment.

Non-marketable equity securities.

The Company’s non-marketable equity securities, which are reported in other assets on the consolidated balance sheets, include investments in privately held companies without readily determinable market values.

All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in non-operating income (expense).

The Company applies the equity method of accounting for investments in other entities when it does not have control but has the ability to exercise significant influence.

Under the equity method, the Company’s share of each entity’s profit or loss is reflected in non-operating income (expense) on the consolidated statements of operations.

The Company applies the fair value measurement alternative for equity investments in other entities when the Company does not have the ability to exercise significant influence.

The Company adjusts the carrying value of these equity securities to fair value when transactions for identical or similar investments of the same issuer are observable.

The Company’s non-marketable equity securities, which are reported in other assets on the consolidated balance sheets, include investments in privately held entities without readily determinable fair values.

All gains and losses on non-marketable equity securities are recognized in inv estment income (expense) and other on the consolidated statements of operations.

The Company applies the equity method of accounting when it does not have control but has the ability to exercise significant influence over the entity.

Under the equity method, the Company’s share of each entity’s profit or loss is recognized in investment income (expense) and other on the co nsolidated statements of operations.

The Company applies the fair value measurement alternative for equity securities in certain other entities when it does not have the ability to exercise significant influence over the entity.

The Company adjusts the carrying value of these equity securities to fair value when orderly transactions for identical or similar investments of the same issuer are observable.

The Company regularly reviews investments accounted for under the equity method and the fair value measurement alternative for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity’s cash flows and capital needs, and the viability of its business model.

1 unchanged sentence

The Company considers the following to be financial instruments:

cash, cash equivalents, restricted cash, restricted cash equivalents, investment securities, settlement receivable and payable, accounts receivable, customer collateral, non-marketable equity investments and derivative instruments.

See Note 6—Fair Value Measurements and Investments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

Settlement receivable and payable .

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These amounts are presented as settlement receivable and settlement payable on the consolidated balance sheets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Customer collateral .

The Company holds cash deposits and other non-cash assets from certain clients in order to ensure their performance of settlement obligations arising from Visa payment services are processed in accordance with the Company’s operating rules.

The Company holds cash deposits and other non-cash assets from certain clients in order to ensure that their performance of settlement obligations arising from Visa payment services are processed in accordance with the Company’s operating rules.

The cash collateral assets are restricted and fully offset by corresponding liabilities, and both balances are presented on the consolidated balance sheets.

Pledged securities are held by a custodian in an account under the Company’s name and ownership;

however, the Company does not have the right to repledge these securities, but may sell these securities in the event of default by the client on its settlement obligations.

Pledged securities are held by a custodian in accounts under the Company’s name and ownership.

The Company does not have the right to repledge these securities, but may sell these securities in the event of default by the client on its settlement obligations.

Letters of credit are provided primarily by a client’s financial institutions to serve as irrevocable guarantees of payment.

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Land and construction-in-progress are not depreciated.

Fully depreciated assets are retained in property, equipment and technology, net, until removed from service.

Technology includes purchased and internally developed software, including technology assets obtained through acquisitions.

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The Company does not record a ROU asset and corresponding liability for leases with terms of 12 months or less.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

Lease agreements generally contain lease and non-lease components.

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The current portion of lease liabilities are included in accrued liabilities and the long-term portion is included in other liabilities on the consolidated balance sheets.

The Company’s lease cost is included in general and administrative expense in the consolidated statements of operations and consists of amounts recognized under lease agreements, adjusted for impairment and sublease income.

The Company’s lease cost is included in general and administrative expense on the consolidated statements of operations and consists of amounts recognized under lease agreements, adjusted for impairment and sublease income.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Business combinations .

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Acquisition-related costs are expensed in the periods in which the costs are incurred.

Intangible assets, net .

Intangible assets, net and goodwill .

The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset.

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These intangibles have useful lives ranging from 3 to 15 years.

See Note 8—Intangible Assets and Goodwill .

Indefinite-lived intangible assets consist of trade name, customer relationships and reacquired rights.

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Impairment exists if the fair value of the indefinite-lived intangible asset is less than the carrying value.

The Company relies on a number of factors when completing impairment assessments, including a review of discounted net future cash flows, business plans and the use of present value techniques.

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

No recent events or changes in circumstances indicate that impairment of the Company’s indefinite-lived intangible assets existed as of September 30, 2022.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination.

Goodwill is not amortized but is evaluated for impairment at the reporting unit level annually or more frequently if events or changes in circumstances indicate that impairment may exist.

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

The Company performed its annual impairment review of indefinite-lived intangible assets and goodwill as of February 1, 2023, and concluded there was no impairment as of that date.

No recent events or changes in circumstances indicate that impairment existed as of September 30, 2023.

See Note 8—Intangible Assets and Goodwill .

Accrued litigation .

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Actual outcomes of these legal and regulatory proceedings may differ materially from the Company’s estimates.

The Company expenses legal costs as incurred in professional fees in the consolidated statements of operations.

The Company expenses legal costs as incurred in professional fees on the consolidated statements of operations.

See Note 20—Legal Matters.

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service revenues, data processing revenues, international transaction revenues and other revenues, reduced by client incentives.

As a payments network service provider, the Company’s obligation to the customer is to stand ready to provide continuous access to our payments network over the contractual term.

As a payments network service provider, the Company’s obligation to the customer is to stand ready to provide continuous access to Visa’s payments network over the contractual term, facilitate the processing of payment transactions, including authorization, clearing and settlement, and deliver related products and services.

The Company delivers its payments network services directly to issuers and acquirers, who provide those services to others within the payments network:

the merchants and consumers.

The Company considers all parties in Visa’s payments network as customers.

The Company earns net revenues primarily from issuers and acquirers.

Consideration is variable based primarily upon the amount and type of transactions and payments volume on Visa’s products.

The transaction price for each specific service is reported net of discounts attributable to individual services or fees.

The Company recognizes revenue, net of sales and other similar taxes, as the payments network services are performed in an amount that reflects the consideration the Company expects to receive in exchange for those services.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

for payments network services are generally recognized ratably over the related service period.

The Company has elected the optional exemption to not disclose the remaining performance obligations related to payments network services and other performance obligations which are constrained by and dependent upon the future performance of its clients, which are variable in nature.

The Company also recognizes revenues, net of sales and other similar taxes, from other value added services, including issuing solutions, acceptance solutions, risk and identity solutions, open banking and advisory services, as these value added services are performed.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Service revenues consist mainly of revenues earned for services provided in support of client usage of Visa payment services.

These revenues include fees related to payments volumes.

Visa’s obligation is to stand ready to provide continuous access to Visa’s payments network and related services with respect to Visa-branded payments programs.

Current quarter service revenues are primarily assessed using a calculation of current quarter’s pricing applied to the prior quarter’s payments volume.

The Company also earns revenues from assessments designed to support ongoing acceptance and volume growth initiatives, which are recognized in the same period the related volume is transacted.

Data processing revenues consist of revenues earned for authorization, clearing, settlement, value added services, network access and other maintenance and support services that facilitate transaction and information processing among the Company’s clients globally.

Data processing revenues consist of revenues earned for authorization, clearing, settlement;

value added services related to issuing, acceptance, and risk and identity solutions;

network access;

and other maintenance and support services that facilitate transaction and information processing among the Company’s clients globally.

Data processing revenues are recognized in the same period the related transactions occur or services are performed.

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International transaction revenues are recognized in the same period the cross-border transactions occur or services are performed.

Other revenues consist mainly of value added services, license fees for use of the Visa brand or technology and fees for account holder services, certification and licensing.

Other revenues consist mainly of value added services related to advisory, marketing and certain card benefits;

license fees for use of the Visa brand or technology;

and fees for account holder services, certification and licensing.

Other revenues are recognized in the same period the related transactions occur or services are performed.

Client incentives.

The Company enters into long-term contracts with financial institution clients, merchants and strategic partners for various programs that provide cash and other incentives designed to increase revenue by growing payments volume, increasing Visa product acceptance, winning merchant routing transactions over to Visa’s network and driving innovation.

Incentives are classified as reductions to revenues within client incentives, unless the incentive is a cash payment made in exchange for a distinct good or service provided by the customer, in which case the payment is classified as operating expense.

The Company generally capitalizes upfront and fixed incentive payments under these agreements and amortizes the amounts as a reduction to revenues ratably over the contractual term.

Incentives that are earned by the customer based on performance targets are recorded as reductions to revenues based on management's estimate of each client's future performance.

The Company enters into long-term contracts with financial institution clients, merchants and other business partners for various programs that provide cash and other incentives designed to increase revenue by growing payments volume, increasing Visa product acceptance, winning merchant routing transactions over to Visa’s network and driving innovation.

Incentives are classified as reductions to net revenues within client incentives, unless the incentive is a cash payment made in exchange for a distinct good or service provided by the customer, in which case the payment is classified as operating expense.

The Company generally capitalizes upfront and fixed incentive payments as client incentive assets under these agreements when paid and amortizes the amounts as a reduction to revenues ratably over the contractual term.

Incentives that are earned by the customer based on performance targets are recorded when earned and disclosed as client incentive liabilities and as reductions to revenues based on management's estimate of each client's future performance.

These accruals are regularly reviewed and estimates of performance are adjusted, as appropriate, based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

Client incentive assets and liabilities are classified on the consolidated balance sheets as current or long-term based on a 12-month operating cycle.

The Company expenses costs for the production of advertising as incurred.

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Deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to temporary differences between the financial statement carrying amounts and the respective tax basis of existing assets and liabilities, and operating loss and credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled.

In assessing whether deferred tax assets are realizable, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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Where interpretation of the tax law may be uncertain, the Company recognizes, measures and discloses income tax uncertainties.

The Company accounts for interest expense and penalties related to uncertain tax positions in non-operating income (expense) in the consolidated statements of operations.

The Company accounts for interest expense and penalties related to uncertain tax positions in interest expense and investment income (expense) and other, respectively, on the consolidated statements of operations.

The Company files a consolidated federal income tax return and, in certain states, combined state tax returns.

The Company elects to

The Company elects to claim foreign tax credits in any given year if such election is beneficial to the Company.

See Note 19—Income Taxes .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

claim foreign tax credits in any given year if such election is beneficial to the Company.

See Note 19—Income Taxes .

Pension and other postretirement benefit plans .

The Company’s defined benefit pension and other postretirement benefit plans are actuarially evaluated, incorporating various critical assumptions including the discount rate and the expected rate of return on plan assets (for qualified pension plans).

The discount rate is based on a cash flow matching analysis, with the projected benefit payments matching spot rates from a yield curve developed from high-quality corporate bonds.

The expected rate of return on pension plan assets is primarily based on the targeted allocation, and evaluated for reasonableness by considering such factors as:

(i) actual return on plan assets;

(ii) historical rates of return on various asset classes in the portfolio;

(iii) projections of returns on various asset classes;

and (iv) current and prospective capital market conditions and economic forecasts.

Any difference between actual and expected plan experience, including asset return experience, in excess of a 10% corridor is recognized in net periodic pension cost over the expected average employee future service period, which ranges from approximately 7 to 9 years for the U.S.

pension plans.

Other assumptions involve demographic factors such as retirement age, mortality, attrition and the rate of compensation increases.

The Company evaluates assumptions annually and modifies them as appropriate.

The Company recognizes settlement losses when it settles pension benefit obligations, including making lump-sum cash payments to plan participants in exchange for their rights to receive specified pension benefits, when certain thresholds are met.

See Note 11—Pension and Other Postretirement Benefits .

Foreign currency remeasurement and translation .

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Non-monetary assets and liabilities are remeasured at historical exchange rates.

Resulting foreign currency transaction gains and losses related to conversion and remeasurement are recorded in general and administrative expense in the consolidated statements of operations and were not material for fiscal 2022, 2021 and 2020.

Resulting foreign currency transaction gains and losses related to conversion and remeasurement are recorded in general and administrative expense on the consolidated statements of operations and were not material for fiscal 2023, 2022 and 2021.

Where a non-U.S.

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Resulting translation adjustments are reported as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets.

Derivative financial instruments .

Derivative and hedging instruments .

The Company uses foreign exchange forward derivative contracts to reduce its exposure to foreign currency rate changes on forecasted non-functional currency denominated operational cash flows.

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Derivatives are carried at fair value on a gross basis on the consolidated balance sheets.

Gains and losses resulting from changes in the fair value of cash flow hedges are accounted for in accumulated other comprehensive income (loss) on the consolidated balance sheets.

Gains and losses resulting from changes in the fair value of derivative contracts designated as cash flow hedges are recorded in other comprehensive income (loss).

When the forecasted transaction occurs and is recognized in earnings, the amount in accumulated other comprehensive income (loss) related to that hedge is reclassified to the consolidated statements of operations in the corresponding account where revenue or expense is recorded.

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However, the Company presents fair values on a gross basis on the consolidated balance sheets.

The Company holds foreign exchange forward contracts and other non-derivative financial instruments which were designated as a net investment hedge against a portion of the Company’s net investment in Visa Europe.

The Company holds foreign exchange forward derivative contracts and other non-derivative financial instruments which were designated as net investment hedges against a portion of the Company’s net investment in Visa Europe.

The Company also holds interest rate and cross-currency swap agreements on a portion of the outstanding senior notes that allows the Company to manage its interest rate exposure through a combination of fixed and floating rates and reduce the overall cost of borrowing.

The Company designated the interest rate swaps as a fair value hedge and the cross-currency swaps as a net investment hedge.

Gains and losses related to changes in fair value hedges are

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

recognized in non-operating income (expense) along with a corresponding loss or gain related to the change in fair value of the underlying hedged item in the same line item in the consolidated statements of operations.

Gains and losses related to changes in the fair value of net investment hedge derivatives and non-derivative financial instruments are recorded in other comprehensive income (loss).

Amounts excluded from the effectiveness testing of net investment hedges are recognized in non-operating income (expense).

The Company utilizes foreign exchange derivative contracts to hedge against foreign currency exchange rate fluctuations related to certain monetary assets and liabilities denominated in foreign currencies.

Gains and losses resulting from changes in the fair value of these derivative instruments not designated for hedge accounting are recorded in general and administrative expense for hedges of operating activities, or non-operating income (expense) for hedges of non-operating activities.

The Company designated the interest rate swaps as fair value hedges and the cross-currency swaps as net investment hedges.

Gains and losses related to hedging instruments for fair value hedges are recognized in interest expense along with a corresponding loss or gain related to the change in the fair value of the underlying hedged item in the same line item on the consolidated statements of operations.

Gains and losses related to hedging instruments for net investment hedges are recorded in other comprehensive income (loss).

Amounts excluded from the effectiveness testing of net investment hedges are recognized in earnings.

The Company utilizes foreign exchange forward derivative contracts to hedge against foreign currency exchange rate fluctuations related to certain monetary assets and liabilities denominated in foreign currencies.

Cash flows associated with a cash flow hedge are classified as an operating activity on the consolidated statements of cash flows.

1 unchanged sentence

Cash flows associated with a net investment hedge are classified as an investing activity.

See Note 13—Derivative and Non-derivative Financial Instruments .

See Note 13—Derivative and Hedging Instruments .

Share-based compensation .

The Company recognizes share-based compensation cost, net of estimated forfeitures, using the fair value method of accounting.

The Company measures share-based compensation cost at the grant date, net of estimated forfeitures, based on the estimated fair value of the award.

The Company recognizes compensation cost for awards with only service conditions on a straight-line basis over the requisite service period, which is generally the vesting period.

Compensation cost for performance-based awards is recognized on a graded-vesting basis.

The amount is initially estimated based on target performance and is adjusted as appropriate based on management’s best estimate throughout the performance period.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

amount is initially estimated based on target performance and is adjusted as appropriate based on management’s best estimate throughout the performance period.

See Note 17—Share-based Compensation.

1 unchanged sentence

The Company calculates earnings per share using the two-class method to reflect the different rights of each class and series of outstanding common stock.

The dilutive effect of incremental common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method.

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 and participating securities outstanding during the period.

3 unchanged sentences

See Note 15—Stockholders’ Equity .

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

Diluted 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, participating securities outstanding and, if dilutive, potential class A common stock equivalent shares outstanding during the period.

Dilutive class A common stock equivalents may consist of:

1 unchanged sentence

See Note 16—Earnings Per Share.

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 the fair value measurement alternative.

The Company adopted this guidance effective October 1, 2021.

Recently Adopted Accounting Pronouncement.

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, which provides optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform.

Subsequently, the FASB also issued amendments to this standard.

The amendments in the ASU are effective upon issuance through December 31, 2024.

During fiscal 2023 , the Company adopted certain optional expedients provided in this ASU in relation to contract modifications and hedge accounting.

The adoption did not have a material impact on the consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

Note 2—Acquisitions

Pending Acquisition

In June 2023, Visa entered into a definitive agreement to acquire Pismo Holdings, a cloud-native issuer processing and core banking platform with operations in Latin America, Asia Pacific and Europe, for $ 1.0 billion in cash.

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

Fiscal 2022 Acquisitions

Currencycloud.

On December 20, 2021, Visa acquired The Currency Cloud Group Limited (Currencycloud), a global platform that enables financial institutions and fintechs to provide innovative cross-border foreign exchange solutions, for a total purchase consideration of $ 893 million (which includes the fair value of Visa’s previously held equity interest in Currencycloud).

In December 2021, Visa acquired The Currency Cloud Group Limited (Currencycloud), a global platform that enables financial institutions and fintechs to provide innovative cross-border foreign exchange solutions, 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, customer relationships, 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.

In March 2022, Visa acquired 100 % of the share capital of Tink AB (Tink) for $ 1.9 billion in cash.

Tink is an 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.

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:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

The following table summarizes the final purchase price allocation for Tink:

Purchase Price Allocation Weighted-Average Useful Life

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Goodwill is primarily attributable to synergies expected to be achieved from the acquisition and the assembled workforce.

None of the goodwill recognized is expected to be deductible for tax purposes.

The goodwill recognized is not deductible for tax purposes.

Note 3—Revenues

11 unchanged sentences

Net revenues $ 32,653 $ 29,310 $ 24,105

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

For the Years Ended

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Net revenues $ 32,653 $ 29,310 $ 24,105

Remaining performance obligations are comprised of deferred revenues and unbilled contract revenues that will be invoiced and recognized as revenues in future periods primarily related to value added services.

Remaining performance obligations are comprised of deferred revenues and contract revenues that will be invoiced and recognized as revenues in future periods primarily related to value added services.

As of September 30, 2023, the remaining performance obligations were $ 2.9 billion.

1 unchanged sentence

However, the amount and timing of revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the estimate of amounts allocated to remaining performance obligations and when such revenues could be recognized.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows:

The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows:

September 30,

6 unchanged sentences

Cash, cash equivalents, restricted cash and restricted cash equivalents $ 21,990 $ 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 generally cannot be withdrawn or used for general operating activities.

Prepaid expenses and other current assets include restricted cash and restricted cash equivalents related to funds held by the Company on behalf of clients in segregated bank accounts that generally 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 consolidated balance sheets.

1 unchanged sentence

Retrospective Responsibility Plan

The Company has established several related mechanisms designed to address potential liability under certain litigation referred to as the “U.S.

covered litigation.” These mechanisms are included in and referred to as the U.S.

The Company has established several related mechanisms designed to address potential liability under certain litigation (U.S.

covered litigation).

These mechanisms are included in and referred to as the U.S.

retrospective responsibility plan and consist of a U.S.

3 unchanged sentences

• the Interchange Multidistrict Litigation .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction;

In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, 1:05-md-01720-JG-JO (E.D.N.Y.) or MDL 1720, including all cases currently included in MDL 1720, any other case that includes claims for damages relating to the period prior to the Company’s initial public offering (IPO) that has been or is transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction;

• any claim that challenges the reorganization or the consummation thereof;

11 unchanged sentences

See Note 20—Legal Matters .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

The following table presents the changes in the restricted cash equivalents—U.S.

litigation escrow account:

For the Years Ended

September 30,

(in millions)

Balance at beginning of period $ 894 $ 901

Deposits into the litigation escrow account 850 —

Balance as of beginning of period

$ 1,449 $ 894

Deposits into the U.S.

litigation escrow account 1,000 850

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

( 685 ) ( 295 )

Balance at end of period $ 1,449 $ 894

Balance as of end of period

$ 1,764 $ 1,449

(1) These payments are associated with the interchange multidistrict litigation.

2 unchanged sentences

Under the terms of the plan, when the Company funds the U.S.

litigation escrow account, the value of the Company’s class B common stock are subject to dilution through a downward adjustment to the rate at which shares of class B common stock convert into shares of class A common stock.

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

This has the same economic effect on earnings per share as repurchasing the Company’s class A common stock, because it reduces the class B conversion rate and consequently the as-converted class A common stock share count with each deposit amount.

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or Visa International in the U.S.

covered litigation after the operation of the interchange judgment sharing agreement, plus any amounts reimbursable to the interchange judgment sharing agreement signatories;

covered litigation after the operation of the U.S.

litigation escrow arrangement, conversion feature of the Company’s class B common stock and interchange judgment sharing agreement, plus any amounts reimbursable to the interchange judgment sharing agreement signatories;

or (ii) the damages portion of a settlement of a U.S.

covered litigation that is approved as required under Visa U.S.A.’s certificate of incorporation by the vote of Visa U.S.A.’s specified voting members.

The several obligation of each bank that is a party to the loss sharing agreement will equal the amount of any final judgment enforceable against Visa U.S.A., Visa International or any other signatory to the interchange judgment sharing agreement, or the amount

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

of any approved settlement of a U.S.

covered litigation, multiplied by such bank’s then-current membership proportion as calculated in accordance with Visa U.S.A.’s certificate of incorporation.

7 unchanged sentences

Under the omnibus agreement, the monetary portion of any settlement of the interchange multidistrict litigation covered by the omnibus agreement would be divided into a Mastercard portion at 33.3333 % and a Visa portion at 66.6667 %.

In addition, the monetary portion of any judgment assigned to Visa-related claims in accordance with the omnibus agreement would be treated as a Visa portion.

In addition, the monetary portion of any judgment assigned to Visa-

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

related claims in accordance with the omnibus agreement would be treated as a Visa portion.

Visa would have no liability for the monetary portion of any judgment assigned to Mastercard-related claims in accordance with the omnibus agreement, and if a judgment is not assigned to Visa-related claims or Mastercard-related claims in accordance with the omnibus agreement, then any monetary liability would be divided into a Mastercard portion at 33.3333 % and a Visa portion at 66.6667 %.

14 unchanged sentences

The litigation management deed provides that the Company will generally control the conduct of the VE territory covered litigation, subject to certain obligations to report and consult with the litigation management committee for VE territory covered litigation (VE Territory Litigation Management Committee).

The VE Territory Litigation Management

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

Committee, which is composed of representatives of certain Visa Europe members, has also been granted consent rights to approve certain material decisions in relation to the VE territory covered litigation.

The Company obtained certain protections for VE territory covered losses through the series B and C preferred stock, the UK loss sharing agreement, and the litigation management deed, referred to as the “Europe retrospective responsibility plan.” The plan covers VE territory covered litigation (and resultant liabilities and losses) relating to the covered period, which generally refers to the period before the Closing.

The VE Territory Litigation Management Committee, which is composed of representatives of certain Visa Europe members, has also been granted consent rights to approve certain material decisions in relation to the VE territory covered litigation.

The plan covers VE territory covered litigation (and resultant liabilities and losses) relating to the covered period, which generally refers to the period before the Closing.

Visa’s protection from the plan is further limited to 70 % of any liabilities where the claim relates to inter-regional multilateral interchange fee rates where the issuer is located outside the Visa Europe territory, and the merchant is located within the Visa Europe territory.

2 unchanged sentences

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 a periodic adjustment to the class A common stock conversion rates applicable to the series B and C preferred stock.

The total amount of protection available through the preferred stock component of the Europe retrospective responsibility plan is equivalent to the as-converted value of the preferred stock, which can be calculated at any point in time as the product of:

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 total amount of protection available through the preferred stock component of the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Europe retrospective responsibility plan is equivalent to the as-converted value of the preferred stock, which can be calculated at any point in time as the product of:

(a) the outstanding number of shares of preferred stock;

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Concurrently, the Company records a reduction to stockholders’ equity, which represents the Company’s right to recover such losses through adjustments to the conversion rate applicable to the preferred stock.

The reduction to stockholders’ equity is recorded in a contra-equity account referred to as “right to recover for covered losses.”

The reduction to stockholders’ equity is recorded in the contra-equity account right to recover for covered losses.

VE territory covered losses may be recorded 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.

When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity.

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 Territory Litigation Management Committee, carried out a release assessment.

2 unchanged sentences

The Company paid $ 3 million in 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.

See Note 15—Stockholders’ Equity.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

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:

5 unchanged sentences

Recovery through conversion rate adjustment (2)

Sixth Anniversary Release ( 476 ) ( 705 ) —

( 19 ) ( 11 ) 31

Balance as of September 30, 2023 $ 441 $ 801 $ ( 140 )

6 unchanged sentences

( 135 ) ( 6 ) 141

Sixth Anniversary Release ( 476 ) ( 705 ) —

Balance as of September 30, 2022 $ 460 $ 812 $ ( 35 )

2 unchanged sentences

(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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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:

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Note 6—Fair Value Measurements and Investments

The Company measures certain assets and liabilities at fair value.

See Note 1—Summary of Significant Accounting Policies .

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Fair Value Measurements at September 30

Fair Value Measurements as of September 30

Using Inputs Considered as

4 unchanged sentences

Money market funds $ 13,504 $ 11,736 $ — $ —

government-sponsored debt securities — — — 100

Treasury securities 301 799 — —

13 unchanged sentences

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.

Money market funds, U.S.

Treasury securities and marketable equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets.

The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan.

3 unchanged sentences

Derivative instruments are v alued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

Government-sponsored Debt Securities and U.S.

7 unchanged sentences

Total $ 5,806 $ 1 $ ( 82 ) $ 5,725

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

Debt securities with continuous unrealized losses for less than 12 months were as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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:

September 30, 2023

Less Than 12 Months

12 Months or Greater

Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

(in millions)

government-sponsored debt securities $ 412 $ ( 2 ) $ 50 $ —

Treasury securities 1,360 ( 12 ) 2,128 ( 68 )

Total $ 1,772 $ ( 14 ) $ 2,178 $ ( 68 )

September 30, 2022

Less Than 12 Months

Fair Value Gross Unrealized Losses

8 unchanged sentences

Due within one year $ 3,804

Due after 1 year through 5 years 2,136

Due after one year through five years

Total $ 5,725

Assets Measured at Fair Value on a Non-recurring Basis

Non-marketable equity securities.

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

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

Equity Securities

The Company’s non-marketable equity securities include investments in privately held companies without readily determinable fair 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 significant inputs used to measure fair value are unobservable and require management’s judgment.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

The following table summarizes the total carrying value of the Company’s non-marketable equity securities held as of September 30, 2022 including cumulative unrealized gains and losses:

The following table summarizes the total carrying value of the Company’s non-marketable equity securities that were accounted for using the fair value measurement alternative and held as of September 30, 2023, including cumulative unrealized gains and losses:

September 30,

3 unchanged sentences

Downward adjustments (including impairment) ( 445 )

Carrying amount, end of period $ 1,195

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

Carrying amount

Unrealized gains and losses recognized during fiscal 2023 and 2022 that were included in the carrying value of the Company’s non-marketable equity securities accounted for using the fair value measurement alternative and still held as of September 30, 2023 and 2022, respectively, were as follows:

For the Years Ended

4 unchanged sentences

Investment Income (Expense)

Investment income (expense) is recorded as non-operating income (expense) in the Company’s consolidated statements of operations and consisted of the following:

Investment income (expense) consisted of the following:

For the Years Ended

3 unchanged sentences

Interest and dividend income on cash and investments $ 745 $ 69 $ ( 16 )

Realized gains (losses), net on debt securities — — 4

Equity securities:

9 unchanged sentences

Other financial instruments not measured at fair value.

A t September 30, 2022, the carrying values of se ttlement receivable and payabl e and customer collateral are an approximate fair value due to their generally short maturities.

As of September 30, 2023, the carrying values of se ttlement receivable and payabl e 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.

13 unchanged sentences

Property, equipment and technology, net $ 3,425 $ 3,223

At September 30, 2022 and 2021, accumulated amortization for technology was $ 3.7 billion and $ 3.2 billion, respectively.

At September 30, 2022, estimated future amortization expense on technology was as follows:

As of September 30, 2023 and 2022, accumulated amortization for technology was $ 3.4 billion and $ 3.7 billion, respectively.

As of September 30, 2023, estimated future amortization expense on technology was as follows:

For the Years Ending September 30,

25 unchanged sentences

For fiscal 2023, 2022 and 2021, amortization expense related to finite-lived intangible assets was $ 76 million, $ 90 million and $ 83 million, respectively.

At September 30, 2022, estimated future amortization expense on finite-lived intangible assets was as follows:

As of September 30, 2023, estimated future amortization expense on finite-lived intangible assets was as follows:

For the Years Ending September 30,

2 unchanged sentences

Estimated future amortization expense $ 73 $ 57 $ 42 $ 40 $ 23 $ 45 $ 280

The changes in goodwill during the years ended September 30, 2022 and 2021 were as follows:

The changes in goodwill were as follows:

For the Years Ended

September 30,

(in millions)

Goodwill, beginning of period

Balance as of beginning of period

$ 17,787 $ 15,958

1 unchanged sentence

Foreign currency translation

Balance as of end of period

$ 17,997 $ 17,787

Goodwill, end of period $ 17,787 $ 15,958

During fiscal 2022, 2021 or 2020, there was no impairment related to the Company’s intangible assets and goodwill.

Note 9—Leases

1 unchanged sentence

The Company's leases have original lease periods expiring between fiscal 2024 and 2035.

Many leases include one or more options to renew.

The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

For certain leases the Company has options to extend the lease term for up to five years .

Payments under the Company’s lease arrangements are generally fixed.

At September 30, 2022, the Company had no finance leases.

As of September 30, 2023 and 2022, ROU assets included in other assets on the consolidated balance sheets was $ 488 million and $ 480 million, respectively.

As of September 30, 2023 and 2022, the current portion of lease

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

At September 30, 2022 and 2021, ROU assets included in other assets on the consolidated balance sheets was $ 480 million and $ 515 million, respectively.

At September 30, 2022 and 2021, the current portion of lease liabilities included in accrued liabilities on the consolidated balance sheets was $ 98 million and $ 103 million, respectively, and the long-term portion included in other liabilities was $ 422 million and $ 471 million, respectively.

During fiscal 2022 and 2021, total operating lease cost was $ 117 million and $ 111 million, respectively.

At September 30, 2022 and 2021, the weighted-average remaining lease term for operating leases was approximately 6 years and the weighted-average discount rate for operating leases was 2.15 % and 2.23 %, respectively.

At September 30, 2022, the present value of future minimum lease payments was as follows:

September 30,

liabilities included in accrued liabilities on the consolidated balance sheets was $ 106 million and $ 98 million, respectively, and the long-term portion included in other liabilities was $ 412 million and $ 422 million, respectively.

During fiscal 2023, 2022 and 2021, total operating lease cost was $ 129 million, $ 117 million and $ 111 million respectively.

As of September 30, 2023 and 2022, the weighted-average remaining lease term for operating leases was approximately six years and the weighted-average discount rate for operating leases was 2.43 % and 2.15 %, respectively.

As of September 30, 2023, the present value of future minimum lease payments was as follows:

Operating Leases

(in millions)

3 unchanged sentences

Present value of lease liabilities $ 518

During fiscal 2022 and 2021, ROU assets obtained in exchange for lease liabilities was $ 74 million and $ 96 million, respectively.

At September 30, 2022, the Company had additional operating leases that had not yet commenced with lease obligations of $ 531 million.

These operating leases will commence between fiscal 2023 and 2024 with non-cancellable lease terms of 1 to 15 years.

During fiscal 2023, 2022 and 2021, ROU assets obtained in exchange for lease liabilities was $ 82 million, $ 74 million and $ 96 million, respectively.

As of September 30, 2023, the Company had additional operating leases that had not yet commenced with lease obligations of $ 433 million.

These operating leases will commence in fiscal 2024 with non-cancellable lease terms of 1 to 14 years.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

1 unchanged sentence

The Company had outstanding debt as follows:

September 30,

2022 2021 Effective Interest Rate (1)

September 30, Effective Interest Rate (1)

(in millions, except percentages)

2.15 % Senior Notes due September 2022

$ — $ 1,000 2.30 %

2.80 % Senior Notes due December 2022

25 unchanged sentences

2.00 % Senior Notes due June 2029

1,062 982 2.13 %

2.375 % Senior Notes due June 2034

690 638 2.53 %

Total debt 20,936 22,945

1 unchanged sentence

Hedge accounting fair value adjustments (2)

( 314 ) ( 322 )

Total carrying value of debt $ 20,463 $ 22,450

4 unchanged sentences

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

See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Non-derivative Financial Instruments .

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

During the year ended September 30, 2022, the Company repaid $ 1.0 billion of principal upon maturity of its senior notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments .

The Company’s outstanding senior 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.

3 unchanged sentences

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.

At September 30, 2022, future principal payments on the Company’s outstanding debt were as follows:

During fiscal 2023, the Company repaid $ 2.25 billion of principal upon maturity of its senior notes due December 2022.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

As of September 30, 2023, future principal payments on the Company’s outstanding debt were as follows:

For the Years Ending September 30,

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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 year ended September 30, 2022, the Company issued and repaid $ 950 million of commercial paper.

As of September 30, 2023 and 2022, the Company had no outstanding obligations under the program.

Credit Facility

On July 25, 2019, the Company entered into an amended and restated credit agreement for a 5 year, unsecured $ 5.0 billion revolving credit facility (Credit Facility), which will expire on July 25, 2024.

Interest on borrowings denominated in U.S.

dollars under the Credit Facility will be charged at the London Interbank Offered Rate or an alternative base rate, in each case plus applicable margins that fluctuate based on the applicable credit rating of the Company's senior unsecured long-term debt.

In May 2023, the Company entered into an amended and restated credit agreement for a five-year , unsecured $ 7.0 billion revolving credit facility, which will expire in May 2028.

Interest on borrowings will be charged at the applicable reference rate or an alternative base rate as defined in the credit agreement based on the currency and type of the borrowing, plus an applicable margin based on the applicable credit rating of the Company’s senior unsecured long-term debt.

The Company has agreed to pay a commitment fee which will fluctuate based on such applicable rating of the Company.

On October 6, 2021, the Company further amended the Credit Facility to ensure that effective January 1, 2022, interest on borrowings denominated in British Pound Sterling and Euros will be charged at the Sterling Overnight Index Average Reference Rate and the Euro Short-Term Rate respectively or the applicable successor rates, plus applicable margins.

The Credit Facility is not governed by any financial covenants.

As of September 30, 2023, the Company was in compliance with all related covenants.

This credit facility is maintained to ensure the integrity of the payment card settlement process and for general corporate purposes.

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Note 11—Pension and Other Postretirement Benefits

The Company sponsors various qualified and non-qualified defined benefit pension and other postretirement benefit plans that provide for retirement and medical benefits for all eligible employees residing in the U.S.

Defined Benefit and Other Postretirement Plans

The Company sponsors qualified and non-qualified defined benefit pension and other postretirement benefit plans that provide for retirement and medical benefits for all eligible employees residing in the U.S.

The Company also sponsors other pension benefit plans that provide benefits for internationally-based employees at certain non-U.S.

Disclosures presented below include the U.S.

pension plans and the non-U.S.

Disclosures relating to other U.S.

postretirement benefit plans and certain non-U.S.

pension benefit plans are not included as they are immaterial, individually and in aggregate.

The Company’s defined benefit pension and other postretirement benefit plans are actuarially evaluated, incorporating various assumptions such as the discount rate and the expected rate of return on plan assets.

Disclosures below include U.S.

pension plans and certain non-U.S.

pension plans.

The Company uses a September 30 measurement date for its pension and other postretirement benefit plans.

Defined benefit pension plans.

pension benefits under the defined benefit pension plan were earned based on a cash balance formula.

An employee’s cash balance account was credited with an amount equal to 6% of eligible compensation plus interest based on 30-year Treasury securities.

In October 2015, the Company’s board of directors approved an amendment of the U.S.

qualified defined benefit pension plan such that the Company discontinued employer provided credits after December 31, 2015.

Plan participants continue to earn interest credits on existing balances at the time of the freeze.

The funding policy for the U.S.

pension benefits is to contribute annually no less than the minimum required contribution under ERISA.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

Under the Visa Europe plans, retirement benefits are provided based on the participants’ final pensionable pay and are currently closed to new entrants.

pension plans are closed to new entrants and frozen.

However, existing plan participants continue to earn interest credits on existing balances at the time of the freeze.

Additionally, the Visa Europe plans are closed to new entrants.

However, future benefits continue to accrue for active participants.

The funding policy is to contribute in accordance with the appropriate funding requirements agreed with the trustees of the UK pension plans.

Additional funding amounts may be agreed to with the UK pension plan trustees.

Summary of Plan Activities

A reconciliation of pension benefit obligations, plan assets, funded status and amounts recognized in the Company’s consolidated balance sheets were as follows:

Plans Non-U.S.

September 30, September 30,

2022 2021 2022 2021

(in millions)

Change in pension benefit obligation:

Benefit obligation at beginning of period

$ 877 $ 920 $ 520 $ 563

Service cost — — 3 4

Interest cost 24 25 10 10

Actuarial (gain) loss ( 185 ) ( 8 ) ( 174 ) ( 53 )

Benefit payments ( 53 ) ( 60 ) ( 14 ) ( 28 )

Foreign currency exchange rate changes

— — ( 67 ) 24

Benefit obligation at end of period $ 663 $ 877 $ 278 $ 520

Accumulated benefit obligation $ 663 $ 877 $ 278 $ 520

Change in plan assets:

Fair value of plan assets at beginning of period

$ 1,288 $ 1,142 $ 548 $ 525

Actual return on plan assets ( 275 ) 205 ( 151 ) 9

Company contribution — 1 20 21

Benefit payments ( 53 ) ( 60 ) ( 14 ) ( 28 )

Foreign currency exchange rate changes

— — ( 76 ) 21

Fair value of plan assets at end of period

$ 960 $ 1,288 $ 327 $ 548

Funded status at end of period $ 297 $ 411 $ 49 $ 28

Recognized in consolidated balance sheets:

Non-current asset $ 302 $ 417 $ 51 $ 30

Current liability ( 1 ) ( 1 ) — —

Non-current liability ( 4 ) ( 5 ) ( 2 ) ( 2 )

Funded status at end of period $ 297 $ 411 $ 49 $ 28

Amounts recognized in accumulated other comprehensive income (loss) before tax consist of the following:

Plans Non-U.S.

September 30, September 30,

2022 2021 2022 2021

(in millions)

Net actuarial (gain) loss $ 150 $ ( 11 ) $ 35 $ 47

At September 30, 2022 and 2021, the Company’s aggregated pension plan assets exceeded the benefit obligations.

For individual plans where the benefit obligations exceeded plan assets, the projected benefit obligation, the accumulated benefit obligation and plan assets were not material at September 30, 2022 and 2021.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

Net periodic benefit cost consists of the following:

Plans Non-U.S.

For the Years Ended September 30,

2022 2021 2020 2022 2021 2020

(in millions)

Service cost $ — $ — $ — $ 3 $ 4 $ 4

Interest cost 24 25 28 10 10 10

Expected return on assets ( 80 ) ( 70 ) ( 72 ) ( 18 ) ( 17 ) ( 15 )

Amortization of actuarial (gain) loss — 3 6 — 4 2

Settlement (gain) loss 10 ( 1 ) 8 — 2 —

Total net periodic benefit cost $ ( 46 ) $ ( 43 ) $ ( 30 ) $ ( 5 ) $ 3 $ 1

The service cost component of net periodic benefit cost is presented in personnel expenses while the other components are presented in other non-operating income (expense) on the Company’s consolidated statements of operations.

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) consist of the following:

Plans Non-U.S.

For the Years Ended September 30,

2022 2021 2020 2022 2021 2020

(in millions)

Current year actuarial (gain) loss $ 170 $ ( 143 ) $ ( 5 ) $ ( 5 ) $ ( 45 ) $ 21

Amortization of actuarial gain (loss) — ( 3 ) ( 14 ) — ( 6 ) ( 2 )

Total recognized in other comprehensive (income) loss $ 170 $ ( 146 ) $ ( 19 ) $ ( 5 ) $ ( 51 ) $ 19

Total recognized in net periodic benefit cost and other comprehensive (income) loss $ 124 $ ( 189 ) $ ( 49 ) $ ( 10 ) $ ( 48 ) $ 20

For the year ended September 30, 2022, the net loss was primarily attributable to market-driven decrease in the fair value of plan assets offset by an increase in the discount rate.

For the year ended September 30, 2021, the net gain was primarily attributable to market-driven increase in the fair value of plan assets combined with an increase in the discount rate.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

Weighted-average actuarial assumptions used to estimate the benefit obligation and net periodic benefit cost were as follows:

Plans Non-U.S.

For the Years Ended September 30,

2022 2021 2020 2022 2021 2020

Discount rate for benefit obligation:

Pension 5.52 % 2.98 % 2.88 % 5.00 % 2.10 % 1.60 %

Discount rate for net periodic benefit cost:

Pension 2.98 % 2.88 % 3.27 % 2.10 % 1.60 % 1.80 %

Expected long-term rate of return on plan assets 6.50 % 6.50 % 7.00 % 3.50 % 3.50 % 3.00 %

Rate of increase (1) in compensation levels for:

Benefit obligation NA NA NA 2.50 % 2.50 % 2.50 %

Net periodic benefit cost NA NA NA 2.50 % 2.50 % 2.50 %

(1) This assumption is not applicable for the U.S.

plans due to the amendment of the U.S.

qualified defined benefit pension plan in October 2015, which discontinued the employer provided credits effective after December 31, 2015.

plans include a cash balance plan with promised interest crediting rates.

Under the plan rules, for fiscal 2022, 2021 and 2020, the weighted average interest crediting rates for the benefit obligation were 4.52 %, 1.98 % and 1.88 %, respectively, and the weighted average interest crediting rates for the benefit cost set at the beginning of the periods were 1.98 %, 1.88 % and 2.26 %, respectively.

Pension Plan Assets

Pension plan assets are managed with a long-term perspective to ensure that there is an adequate level of assets to support benefit payments to participants over the life of the pension plan.

Pension plan assets are managed by external investment managers.

Investment manager performance is measured against benchmarks for each asset class on a quarterly basis.

An independent consultant assists management with investment manager selections and performance evaluations.

Pension plan assets are broadly diversified to maintain a prudent level of risk and to provide adequate liquidity for benefit payments.

The Company generally evaluates and rebalances pension plan assets, as appropriate, to ensure that allocations are consistent with its investment strategy and within target allocation ranges.

pension plan assets, the Company’s investment strategy is to invest in the following:

equity securities of 25 % to 55 %, fixed income securities of 53 % to 63 % and other, primarily consisting of cash equivalents to meet near term expected benefit payments and expenses, of up to 4 %.

At September 30, 2022, U.S.

pension plan asset allocations for these categories were 39 %, 57 % and 4 %, respectively, which were within target allocation ranges.

pension plan assets, the Company’s investment strategy is to invest in the following:

equity funds of 5 %, interest and inflation hedging assets of 40 % and other of 55 %, consisting of cash and cash equivalents, corporate debt and asset-backed securities, multi-asset funds and property.

At September 30, 2022, non-U.S.

pension plan asset allocations for these categories were 4 %, 38 % and 58 %, respectively, which generally aligned with the target allocations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

The following tables set forth by level, within the fair value hierarchy, the pension plans’ investments at fair value, including the impact of transactions that were not settled at the end of September:

Fair Value Measurements at September 30 Using Inputs Considered as

Level 1 Level 2 Level 3 Total

2022 2021 2022 2021 2022 2021 2022 2021

(in millions)

Cash equivalents $ 40 $ 20 $ — $ — $ — $ — $ 40 $ 20

Collective investment funds — — 319 548 — — 319 548

Corporate debt securities — — 392 455 — — 392 455

government-sponsored debt securities

— — 22 28 — — 22 28

Treasury securities

101 105 — — — — 101 105

Asset-backed securities — — — — 29 31 29 31

Equity securities 57 101 — — — — 57 101

$ 198 $ 226 $ 733 $ 1,031 $ 29 $ 31 $ 960 $ 1,288

Fair Value Measurements at September 30 Using Inputs Considered as

Level 1 Level 2 Level 3 Total

2022 2021 2022 2021 2022 2021 2022 2021

(in millions)

Cash and cash equivalents $ 3 $ 18 $ — $ — $ — $ — $ 3 $ 18

Corporate debt securities — — 91 51 — — 91 51

Asset-backed securities — — — — 45 78 45 78

Equity funds — — 13 68 — — 13 68

Multi-asset securities (1)

— — 175 333 — — 175 333

$ 3 $ 18 $ 279 $ 452 $ 45 $ 78 $ 327 $ 548

(1) Multi-asset securities represent pension plan assets that are invested in funds comprised of broad ranges of assets.

Level 1 assets.

Cash equivalents, which comprise of money market funds, U.S.

Treasury securities and equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets.

Level 2 assets.

Collective investment funds are unregistered investment vehicles that generally commingle the assets of multiple fiduciary clients, such as pension and other employee benefit plans, to invest in a portfolio of stocks, bonds or other securities.

Although the collective investment funds held by the plan are ultimately invested in publicly traded equity and debt securities, their own unit values are not directly observable, and therefore they are classified as Level 2.

Equity funds are investments in mutual funds that in-turn ultimately invest in equity securities of various jurisdictions.

These are classified as level 2 as the equity funds held by the plan are not actively traded but the fair value of underlying securities are generally, although not always, determined with observable data and inputs.

The fair values of corporate debt, multi-asset and U.S.

government-sponsored securities are based on quoted prices in active markets for similar, not identical, assets.

Level 3 assets.

Asset-backed securities are bonds that are backed by various types of assets and primarily consist of mortgage-backed securities.

Asset-backed securities are classified as Level 3 due to a lack of observable inputs in measuring fair value.

The funded status of the Company’s defined benefit pension plans is substantially recorded in other assets on the consolidated balance sheets and is measured as the difference between the fair value of plan assets and the accumulated benefit obligation.

As of September 30, 2023 and 2022, for U.S.

pension plans, the fair value of plan assets was $ 1.0 billion and $ 960 million, respectively, accumulated benefit obligation was $ 640 million and $ 663 million, respectively, and the funded status was $ 374 million and $ 297 million, respectively.

As of September 30, 2023 and 2022, for non-U.S.

pension plans, the fair value of plan assets was $ 317 million and $ 327 million, respectively, accumulated benefit obligation was $ 287 million and $ 278 million, respectively, and funded status was $ 30 million and $ 49 million, respectively.

As of September 30, 2023 and 2022, the amount recognized in accumulated other comprehensive income (loss) before tax for U.S.

pension plans was ($ 82 ) million and ($ 150 ) million, respectively.

As of September 30, 2023 and 2022, the amount recognized in accumulated other comprehensive income (loss) before tax for non-U.S.

pension plans was ($ 87 ) million and ($ 35 ) million, respectively.

Defined Contribution Plan

The Company sponsors a defined contribution plan, or 401(k) plan, that covers its employees residing in the U.S.

In fiscal 2023, 2022 and 2021, personnel expenses included $ 192 million, $ 161 million, and $ 141 million,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Expected future employer contributions and benefit payments are as follows:

Plans Non-U.S.

(in millions)

Expected employer contributions

2023 $ 1 $ 17

Expected benefit payments

2023 $ 109 $ 6

2024 $ 75 $ 6

2025 $ 71 $ 6

2026 $ 66 $ 6

2027 $ 63 $ 7

2028-2032 $ 245 $ 37

Other Benefits

The Company sponsors a defined contribution plan, or 401(k) plan, that covers substantially all of its employees residing in the U.S.

In fiscal 2022, 2021 and 2020, personnel expenses included $ 161 million, $ 141 million, and $ 140 million, respectively, attributable to the Company’s employees under the 401(k) plan.

respectively, attributable to the Company’s employees under the 401(k) plan.

The Company’s contributions to this 401(k) plan are funded on a current basis, and the related expenses are recognized in the period that the payroll expenses are incurred.

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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 year ended September 30, 2022, the Company’s maximum daily settlement exposure was $ 116.3 billion and the average daily settlement exposure was $ 71.8 billion.

For fiscal 2023, the Company’s maximum daily settlement exposure was $ 126.9 billion and the average daily settlement exposure was $ 77.1 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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(in millions)

Restricted cash and restricted cash equivalents $ 2,342 $ 2,260

Pledged securities at market value 213 254

Restricted cash

$ 3,005 $ 2,342

Pledged securities

Letters of credit 1,738 1,582

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Total $ 6,201 $ 5,087

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

Note 13—Derivative and Non-derivative Financial Instruments

Note 13—Derivative and Hedging Instruments

As of September 30, 2023 and 2022, the aggregate notional amount of the Company’s derivative contracts outstanding in its hedge program was $ 11.0 billion and $ 11.9 billion, respectively.

As of September 30, 2023 and 2022, the aggregate notional amount of the derivative contracts not designated as hedging instruments was $ 0.8 billion and $ 1.5 billion, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

The following table shows the Company’s derivative instruments at gross fair value:

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Designated as Hedging Instrument:

Foreign exchange contracts Prepaid expenses and other current assets and other assets $ 1,096 $ 270

Interest rate swap Other assets $ — $ 138

Foreign exchange forward contracts

Prepaid expenses and other current assets

Cross-currency swaps

Not Designated as Hedging Instrument:

Foreign exchange contracts Prepaid expenses and other current assets $ 35 $ 2

Foreign exchange forward contracts

Prepaid expenses and other current assets $ 15 $ 35

Designated as Hedging Instrument:

Foreign exchange contracts Accrued liabilities $ 49 $ 13

Cross-currency swap Other liabilities $ — $ 90

Interest rate swap Other liabilities $ 322 $ —

Foreign exchange forward contracts

Accrued liabilities $ 66 $ 49

Interest rate swaps

Other liabilities $ 314 $ 322

Not Designated as Hedging Instrument:

Foreign exchange contracts Accrued liabilities $ 47 $ 6

Foreign exchange forward contracts

Accrued liabilities $ 16 $ 47

(1) The fiscal 2022 amounts have been revised to conform to the fiscal 2023 presentation.

For fiscal 2023, 2022 and 2021, the Company recognized an increase (decrease) in earnings related to excluded forward points from forward contracts designated as net investment hedges and interest differentials from swap agreements of ($ 25 ) million, $ 151 million and $ 156 million, respectively.

Cash flow hedges.

For fiscal 2022, the Company recognized $ 190 million of pre-tax net gains from cash flow hedges in other comprehensive income (loss).

The amounts recognized in other comprehensive income (loss) were no t material for fiscal 2021 and 2020.

The Company estimates that $ 140 million of pre-tax net gains related to cash flow hedges recorded in accumulated other comprehensive income (loss) as of September 30, 2022, will be reclassified into the consolidated statement of operations within the next 12 months.

For fiscal 2023 and 2022, the Company recognized pre-tax net gains (losses) from cash flow hedges in other comprehensive income (loss) of ($ 126 ) million and $ 190 million, respectively.

The amount recognized in other comprehensive income (loss) was no t material for fiscal 2021.

The Company estimates that $ 46 million of pre-tax net gains related to cash flow hedges recorded in accumulated other comprehensive income (loss) as of September 30, 2023 will be reclassified into the consolidated statements of operations within the next 12 months.

Net investment hedges .

For fiscal 2023, 2022 and 2021, the Company recognized pre-tax net gains (losses) in other comprehensive income (loss) related to net investment hedges of ($ 445 ) million, $ 845 million and $ 20 million, respectively.

For fiscal 2022, 2021 and 2020, the Company recognized an increase in earnings of $ 151 million, $ 156 million and $ 150 million, respectively, related to excluded forward points and interest differentials from forward contracts and swap agreements.

Non-derivative financial instrument designated as net investment hedge .

As of September 30, 2022, the Company had designated € 1.2 billion of the € 3.0 billion Euro Notes issued in June 2022, a non-derivative financial instrument, as a hedge against a portion of the Company’s Euro-denominated net investment in Visa Europe.

The foreign currency gains and losses associated with this hedging activity are recorded as foreign currency translation adjustments in accumulated other comprehensive income (loss).

As of September 30, 2023 and 2022, the Company designated € 3.0 billion and € 1.2 billion, respectively, of Euro notes, a non-derivative financial instrument, as a hedge against a portion of the Company’s Euro-denominated net investment in Visa Europe.

Credit and market risks.

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The Company mitigates this risk by entering into master netting agreements, and such agreements require each party to post collateral against its net liability position with the respective counterparty.

As of September 30, 2022, the Company has received collateral of $ 348 million from counterparties, which is included in accrued liabilities in the consolidated balance sheets, and posted collateral of $ 62 million, which is included in prepaid expenses and other

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

current assets in the consolidated balance sheets.

As of September 30, 2023, the Company has received collateral of $ 91 million from counterparties, which is included in accrued liabilities on the consolidated balance sheets, and posted collateral of $ 47 million, which is included in prepaid expenses and other current assets on the consolidated balance sheets.

Notwithstanding the Company’s efforts to manage foreign exchange risk, there can be no absolute assurance that its hedging activities will adequately protect against the risks associated with foreign currency fluctuations.

As of September 30, 2023, credit and market risks related to derivative instruments were not considered significant.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Note 14—Enterprise-wide Disclosures and Concentration of Business

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Net revenues earned in the U.S.

were approximately 44 % of total net revenues in fiscal 2022 and 46 % of total net revenues in each of fiscal 2021 and fiscal 2020.

were approximately 43 %, 44 % and 46 % of total net revenues in fiscal 2023, 2022, and 2021, respectively.

No individual country, other than the U.S., generated 10% or more of total net revenues in these years.

In fiscal 2022 and fiscal 2021, the Company had one client that accounted for 10 % and 11 % of its total net revenues, respectively.

In fiscal 2020, the Company had two clients that accounted for 11 % and 10 % of its total net revenues, respectively.

In fiscal 2023, 2022 and 2021, the Company had one client that accounted for 11 %, 10 % and 11 % of its total net revenues, respectively.

Note 15—Stockholders’ Equity

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Class A common stock 1,594 — 1,594 1,635 — 1,635

1,635 — 1,635 1,677 — 1,677

Class B common stock 245 1.5875 (3)

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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 September 30, 2022 and 2021.

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

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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.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Reduction in as-converted shares.

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

litigation escrow account under the U.S.

retrospective responsibility plan for fiscal 2023 and 2022.

There was no comparable adjustment recorded for class B common stock for fiscal 2021.

For the Years Ended

September 30,

(in millions, except per share data)

Reduction in equivalent number of class A common stock 5 4

Effective price per share (1)

$ 221.33 $ 205.06

Deposits into the U.S.

litigation escrow account

$ 1,000 $ 850

(1) Effective price per share for the period represents the weighted-average price calculated using the effective prices per share of the respective adjustments made during the period.

Effective price per share for each adjustment 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.

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, and is required to undertake periodic release assessments following the anniversary of the Visa Europe acquisition to determine if value should be released from the series B and C preferred stock.

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and Europe Retrospective Responsibility Plans .

The following table present s the reduction in the number of as-converted series B and C preferred stock after the Company recovered V E territory covered losses through conversion rate adjustments and completed its Sixth Anniversary Release in fiscal 2022 and fourth anniversary release in fiscal 2020 (collectively Anniversary Releases):

For the Years Ended September 30,

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$ 19 $ 11 $ 135 $ 6 $ 35 $ 20

Anniversary Releases $ 1,510 $ 1,982 $ — $ — $ 3,084 $ 4,216

Sixth Anniversary Release

$ — $ — $ 1,510 $ 1,982 $ — $ —

(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 each adjustment made during the year 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.

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 rate at which shares of class B common stock convert into shares of class A common stock.

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 deposits into the U.S.

litigation escrow account for fiscal 2022.

There was no comparable adjustment recorded for class B common stock for fiscal 2021 and 2020.

For the Year Ended

September 30, 2022

(in millions, except per share data)

Reduction in equivalent number of class A common stock 4

Effective price per share (1)

Deposits under the U.S.

retrospective responsibility plan $ 850

(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—(Continued)

September 30, 2022

(2) Effective price per share for the period represents the weighted-average price calculated using the effective price per share of the respective adjustments made during the period.

Common stock repurchases.

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Shares repurchased in the open market (1)

Average repurchase price per share (2)

Average repurchase cost per share (2)

$ 222.27 $ 206.47 $ 219.03

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(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 January 2021, the Company’s board of directors authorized a $ 8.0 billion share repurchase program and in December 2021, authorized an additional $ 12.0 billion share repurchase program (December 2021 Program).

As of September 30, 2022, the Company’s December 2021 Program had remaining authorized funds of $ 5.2 billion.

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

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

Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

In December 2021, the Company’s board of directors authorized a $ 12.0 billion share repurchase program and in October 2022, authorized an additional $ 12.0 billion share repurchase program (October 2022 Program).

As of September 30, 2023, the Company’s October 2022 Program had remaining authorized funds of $ 5.0 billion.

All share repurchase programs authorized prior to the October 2022 Program have been completed.

In October 2023, the Company’s board of directors authorized a new $ 25.0 billion share repurchase program, providing multi-year flexibility.

These authorizations have no expiration date.

In fiscal 2023, 2022 and 2021, the Company declared and paid dividends of $ 3.8 billion, $ 3.2 billion and $ 2.8 billion, respectively.

On October 21, 2022, 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 December 1, 2022, to all holders of record as of November 11, 2022.

On October 24, 2023, the Company’s board of directors declared a quarterly cash dividend of $ 0.52 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), payable on December 1, 2023, to all holders of record as of November 9, 2023.

Class B common stock.

The class B common stock is not convertible or transferable until the date on which all of the U.S.

Under the current certificate of incorporation, the class B common stock is not convertible or transferable until the date on which all of the U.S.

covered litigation has been finally resolved.

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and Europe Retrospective Responsibility Plans.

In September 2023, the Company announced that it was engaging with its common stockholders on the subject of potential amendments to the certificate of incorporation that, if proposed, approved and implemented, would authorize Visa to conduct an exchange offer program that would have the effect of releasing transfer restrictions on portions of Visa’s Class B common stock prior to the final resolution of the U.S.

covered litigation.

Class C common stock.

There are no existing transfer restrictions on class C common stock.

As of September 30, 2022, a total of 142 million shares have been converted from class C to class A common stock upon their sale into the public market.

Preferred stock.

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Preferred stock may be issued as redeemable or non-redeemable, and has preference over any class of common stock with respect to the payment of dividends and distribution of the Company’s assets in the event of a liquidation or dissolution.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

The series B and C preferred stock is convertible upon certain conditions into shares of class A common stock or series A preferred stock.

1 unchanged sentence

The shares of series B and C preferred stock will become fully convertible on the 12th anniversary of the closing of the Visa Europe acquisition, subject only to a holdback to cover any then-pending claims.

Upon any such conversion of the series B and C preferred stock (whether by such 12th anniversary, or thereafter with respect to claims pending on such anniversary), the conversion rate would be adjusted downward and the holder would receive either class A common stock or series A preferred stock (for those who are not eligible to hold class A common stock pursuant to the Company’s charter).

The conversion rates may also be reduced from time to time to offset certain liabilities.

2 unchanged sentences

and Europe Retrospective Responsibility Plans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Voting rights.

4 unchanged sentences

Class A common stockholders have the right to vote on all matters on which stockholders generally are entitled to vote.

In either case, the class B and C common stockholders are entitled to cast a number of votes equal to the number of shares of class B or C common stock held multiplied by the applicable conversion rate in effect on the record date.

Class B and C common stockholders have no right to vote on any matters, except for certain defined matters, including (i) any decision to exit the core payments business, in which case the class B and C common stockholders will vote together with the class A common stockholders in a single class, (ii) in specified circumstances, any consolidation, merger, combination or similar transaction of the Company, in which case the class B and C common stockholders will vote together as a single class, and (iii) the approval of certain amendments to the Company’s certificate of incorporation, in which case class A, B and C common stockholders will vote as a separate class, including if such amendments affect the terms of class B or C common stock.

In these cases, the class B and C common stockholders are entitled to cast a number of votes equal to the number of shares of class B or C common stock held multiplied by the applicable conversion rate in effect on the record date.

Holders of the Company’s common stock have no right to vote on any amendment to the current certificate of incorporation that relates solely to any series of preferred stock.

32 unchanged sentences

Net income $ 12,311

(1) Net income is allocated based on proportional ownership on an as-converted basis.

The weighted-average number of shares of as-converted class B common stock used in the income allocation was 397 million for each of fiscal 2022 and 398 million for fiscal 2021 and 2020.

(1) The weighted-average number of shares of as-converted class B common stock used in the income allocation was 392 million, 397 million and 398 million for fiscal 2023, 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, 40 million and 42 million for fiscal 2023, 2022 and 2021, respectively.

The weighted-average number of shares of preferred stock included within participating securities was 8 million, 12 million and 1 million of as-converted series A preferred stock for fiscal 2022, 2021 and 2020, respectively, 14 million, 16 million and 32 million of as-converted series B preferred stock for fiscal 2022, 2021 and 2020, and 20 million, 22 million and 43 million of as-converted series C preferred stock for fiscal 2022, 2021 and 2020, respectively.

The weighted-average number of shares of preferred stock included within participating securities was 10 million, 8 million and 12 million of as-converted series A preferred stock for fiscal 2023, 2022 and 2021, respectively, 7 million, 14 million and 16 million of as-converted series B preferred stock for fiscal 2023, 2022 and 2021, respectively, and 11 million, 20 million and 22 million of as-converted series C preferred stock for fiscal 2023, 2022 and 2021, respectively.

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

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Equity Incentive Compensation Plan

The Company’s 2007 Equity Incentive Compensation Plan, or the EIP, authorizes the compensation committee of the board of directors to grant non-qualified stock options (options), RSUs, performance-based shares and restricted stock awards to its employees and non-employee directors.

On January 26, 2021, the EIP was amended to extend the termination date from January 31, 2022 to January 26, 2031 and reduce the number of shares of class A common stock authorized for grant from 236 million to 198 million.

The Company’s 2007 Amended and Restated Equity Incentive Compensation Plan (EIP) authorizes the compensation committee of the board of directors to grant non-qualified stock options (options), RSUs, performance-based shares and restricted stock awards to its employees and non-employee directors, for up to 198 million shares of class A common stock.

Shares available for grant may be either authorized and unissued or previously issued shares subsequently acquired by the Company.

Under the amended EIP, shares withheld for taxes, or shares used to pay the exercise or purchase price of an award, shall not again be available for future grant.

Under the EIP, shares withheld for taxes, or shares used to pay the exercise or purchase price of an award, shall not again be available for future grant.

The EIP will continue to be in effect until all of the common stock available under the EIP is delivered and all restrictions on those shares have lapsed, unless the EIP is terminated earlier by the Company’s board of directors.

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The related tax benefits for fiscal 2023, 2022 and 2021 were $ 112 million, $ 82 million and $ 73 million, respectively.

Options issued under the EIP expire 10 years from the date of grant and primarily vest ratably over 3 years from the date of grant, subject to earlier vesting in full under certain conditions.

Options issued under the EIP expire 10 years from the date of grant and primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions.

The fair value of each stock option was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

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(in millions)

Outstanding at September 30, 2021 5,839,779 $ 134.56

Outstanding as of September 30, 2022 6,168,624 $ 145.92

Granted 798,017 $ 211.09

2 unchanged sentences

Exercised ( 1,006,212 ) $ 98.54

Outstanding at September 30, 2022 6,168,624 $ 145.92 6.09 $ 250

Options exercisable at September 30, 2022 4,299,455 $ 122.49 5.14 $ 250

Options exercisable and expected to vest at September 30, 2022 (2)

Outstanding as of September 30, 2023 5,925,355 $ 162.40 5.96 $ 401

Options exercisable as of September 30, 2023 4,241,861 $ 144.75 5.01 $ 362

Options exercisable and expected to vest as of September 30, 2023 (2)

5,884,022 $ 162.07 5.94 $ 400

(1) Calculated using the closing stock price on the last trading day of fiscal 2023 of $ 230.01 , less the option exercise price, multiplied by the number of instruments.

(2) Applied a forfeiture rate to unvested options outstanding at September 30, 2022 to estimate the options expected to vest in the future.

(2) Applied a forfeiture rate to unvested options outstanding as of September 30, 2023 to estimate the options expected to vest in the future.

During fiscal 2023, 2022 and 2021, the total intrinsic value of options exercised was $ 134 million, $ 56 million and $ 124 million, respectively, and the tax benefit realized was $ 28 million, $ 11 million and $ 23 million, respectively.

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Restricted Stock Units

RSUs issued under the EIP primarily vest ratably over 3 years from the date of grant, subject to earlier vesting in full under certain conditions.

RSUs issued under the EIP primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions.

Upon vesting, RSUs can be settled in class A common stock on a one-for-one basis or in cash, or a combination thereof, at the Company’s option.

The Company does not currently intend to settle any RSUs in cash.

T he Company does not currently intend to settle any RSUs in cash.

During the vesting period, RSU award recipients are eligible to receive dividend equivalents, but do not participate in the voting rights granted to the holders of the underlying class A common stock.

The fair value and compensation cost before estimated forfeitures for RSUs is calculated using the closing price of class A common stock on the date of grant.

The fair value and compensation cost before estimated forfeitures is calculated using the closing price of class A common stock on the date of grant.

During fiscal 2023, 2022 and 2021, the weighted-average grant date fair value of RSUs granted was $ 212.94 , $ 204.73 and $ 209.00 , respectively.

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(in millions)

Outstanding at September 30, 2021 4,526,448 $ 188.16

Outstanding as of September 30, 2022 5,794,320 $ 203.23

3,373,137 $ 212.94

1 unchanged sentence

( 321,726 ) $ 207.97

Outstanding at September 30, 2022 5,794,320 $ 203.23 1.07 $ 1,029

Outstanding as of September 30, 2023 6,417,397 $ 209.19 0.96 $ 1,476

(1) Calculated by multiplying the closing stock price on the last trading day of fiscal 2023 of $ 230.01 by the number of instruments.

At September 30, 2022, there was $ 692 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.07 years.

As of September 30, 2023, there was $ 745 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.96 year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2 unchanged sentences

For the Company’s performance-based shares, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of both performance and market conditions.

The performance condition is based on the Company’s earnings per share target.

T he performance condition is based on the Company’s earnings per share target.

The market condition is based on the Company’s total shareholder return ranked against that of other companies that are included in the Standard & Poor’s 500 Index.

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Compensation cost for performance-based shares is initially estimated based on target performance.

It is recorded net of estimated forfeitures and adjusted as appropriate throughout the performance period.

It is recorded net of estimated forfeitures and adjusted as appropriat e throughout the performance period.

The following table summarizes the maximum number of performance-based shares which could be earned and related activity:

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(in millions)

Outstanding at September 30, 2021 863,860 $ 204.82

Outstanding as of September 30, 2022 834,196 $ 199.92

551,818 $ 221.32

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Unearned ( 167,989 ) $ 194.42

Forfeited ( 23,664 ) $ 199.20

Outstanding at September 30, 2022 834,196 $ 199.92 0.89 $ 148

Outstanding as of September 30, 2023 998,502 $ 212.28 1.00 $ 230

(1) Calculated by multiplying the closing stock price on the last trading day of fiscal 2023 of $ 230.01 by the number of instruments.

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

At September 30, 2022, there was $ 39 million of total unrecognized compensation cost related to unvested performance-based shares, which is expected to be recognized over a weighted-average period of approximately 0.89 year.

Employee Stock Purchase Plan

The Visa Inc.

Employee Stock Purchase Plan (ESPP) permits eligible employees to purchase the Company’s class A common stock at a 15 % discount of the stock price on the purchase date, subject to certain restrictions.

A total of 20 million shares of class A common stock have been reserved for issuance under the ESPP.

In fiscal 2022, 2021 and 2020, the ESPP did not have a material impact on the consolidated financial statements.

As of September 30, 2023, there was $ 81 million of total unrecognized compensation cost related to unvested performance-based shares, which is expected to be recognized over a weighted-average period of approximately one year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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The Company has software licenses throughout the world with varying expiration dates.

At September 30, 2022, future minimum payments on software licenses are as follows:

As of September 30, 2023, future minimum payments on software licenses were as follows:

For the Years Ending September 30,

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Note 19—Income Taxes

The Company’s income before taxes by fiscal year consisted of the following:

The Company’s income before income taxes by fiscal year consisted of the following:

For the Years Ended September 30,

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7,698 7,085 5,061

Total income before taxes $ 18,136 $ 16,063 $ 13,790

Total income before income taxes

$ 21,037 $ 18,136 $ 16,063

For fiscal 2023, 2022 and 2021, U.S.

income before taxes included $ 3.6 billion, $ 3.1 billion, and $ 3.0 billion, respectively, of the Company’s U.S.

income before income taxes included $ 4.2 billion, $ 3.6 billion, and $ 3.1 billion, respectively, of the Company’s U.S.

entities’ income from operations outside of the U.S.

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September 30, 2023

The tax effect of temporary differences that give rise to significant portions of deferred tax assets and liabilities, are presented below:

The following table presents the components of deferred tax assets and liabilities:

September 30,

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Net deferred tax liabilities $ ( 4,988 ) $ ( 5,245 )

The Inflation Reduction Act (IRA) of 2022 was enacted in the U.S.

on August 16, 2022, primarily including a 15% corporate alternative minimum tax on adjusted financial statement income applicable beginning in fiscal 2024 and a 1% excise tax on corporate stock buy-backs applicable to stock buy-backs after December 31, 2022.

The IRA is not expected to have a material impact on the Company’s financial statements.

At September 30, 2022 and 2021, net deferred tax assets of $ 87 million and $ 80 million, respectively, are reflected in other assets on the consolidated balance sheets.

As of September 30, 2023 and 2022, net deferred tax assets of $ 126 million and $ 87 million, respectively, were reflected in other assets on the consolidated balance sheets.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized.

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The fiscal 2023 and 2022 valuation allowances relate primarily to foreign net operating losses from subsidiaries acquired in recent years.

As of September 30, 2022, the Company had $ 517 million foreign net operating loss carryforwards from acquired subsidiaries.

Foreign net operating losses may be carried forward indefinitely.

As of September 30, 2023, the Company had $ 1.0 billion of foreign net operating loss carryforwards, which may be carried forward indefinitely.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

The income tax provision differs from the amount of income tax determined by applying the applicable U.S.

federal statutory rate to pretax income, as a result of the following:

The following table presents a reconciliation of the income tax provision to the amount of income tax determined by applying the U.S.

federal statutory income tax rate to income before income taxes:

For the Years Ended September 30,

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Remeasurement of deferred tax balances — — % — — % 1,007 6 %

Reassessment of an uncertain tax position

( 142 ) ( 1 %) — — % — — %

Conclusion of audits — — % — — % ( 255 ) ( 2 %)

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Income tax provision $ 3,764 18 % $ 3,179 18 % $ 3,752 23 %

In fiscal 2022 and fiscal 2021, the effective income tax rate was 18 % and 23 %, respectively.

The effective tax rate in fiscal 2022 differs from the effective tax rate in fiscal 2021 primarily due to the following:

• during fiscal 2022, a decrease in the state tax apportionment ratio, including a $ 176 million tax benefit related to prior years, as a result of a tax position taken related to a recent ruling;

In fiscal 2023 and fiscal 2022, the effective income tax rates were 18 % including the following:

• during fiscal 2023, a $ 142 million tax benefit related to prior years due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination;

• during fiscal 2022, a $ 176 million tax benefit related to prior years due to a decrease in the state apportionment ratio as a result of a tax position taken related to a ruling.

In fiscal 2022 and fiscal 2021, the effective income tax rates were 18 % and 23 %, respectively.

The effective income tax rate in fiscal 2022 differs from the effective income tax rate in fiscal 2021 primarily due to the following:

• during fiscal 2022, a $ 176 million tax benefit related to prior years due to a decrease in the state apportionment ratio as a result of a tax position taken related to a ruling;

• during fiscal 2021, a $ 1.0 billion non-recurring, non-cash tax expense related to the remeasurement of UK deferred tax liabilities as a result of the increase in UK tax rate from 19% to 25%, effective April 1, 2023;

• during fiscal 2021, $ 255 million of tax benefits recognized as a result of the conclusion of audits by taxing authorities.

In fiscal 2021 and fiscal 2020, the effective income tax rate was 23 % and 21 %, respectively.

The effective tax rate in fiscal 2021 differs from the effective tax rate in fiscal 2020 primarily due to the following:

• during fiscal 2021, a $ 1.0 billion non-recurring, non-cash tax expense related to the remeasurement of UK deferred tax liabilities, as discussed above;

• during fiscal 2021, $ 255 million of tax benefits recognized as a result of the conclusion of audits by taxing authorities;

• during fiscal 2020, a $ 329 million non-recurring, non-cash tax expense related to the remeasurement of UK deferred tax liabilities.

Current income taxes receivable at September 30, 2022 and 2021 of $ 190 million and $ 83 million, respectively, were included in prepaid expenses and other current assets.

Non-current income taxes receivable at September 30, 2022 and 2021 of $ 1.0 billion and $ 974 million, respectively, were included in other assets.

Income taxes payable at September 30, 2022 and 2021 of $ 365 million and $ 325 million, respectively, were included in accrued liabilities.

Accrued income taxes at September 30, 2022 and 2021 of $ 2.3 billion and $ 2.4 billion, respectively, were included in other liabilities.

As of September 30, 2023 and 2022, current income taxes receivable of $ 206 million and $ 190 million, respectively, were included in prepaid expenses and other current assets;

non-current income taxes receivable of $ 961 million and $ 1.0 billion, respectively, were included in other assets;

income taxes payable of $ 1.5 billion and $ 365 million, respectively, were included in accrued liabilities;

and accrued income taxes of $ 1.9 billion and $ 2.3 billion, respectively, were included in other liabilities on the consolidated balance sheets.

The Company’s operating hub in the Asia Pacific region is located in Singapore.

Effective October 1, 2008 through September 30, 2023, it is subject to a tax incentive which is conditional upon meeting certain business operations and employment thresholds in Singapore.

It was subject to a tax incentive, effective October 1, 2008 through September 30, 2023, conditional upon meeting certain business operations and employment thresholds in Singapore.

In fiscal 2023, 2022 and 2021, the tax incentive decreased Singapore tax by $ 468 million , $ 362 million and $ 273 million, and the gross benefit of the tax incentive on diluted earnings per share was $ 0.22 , $ 0.17 and $ 0.12 , respectively.

The Company is required to inventory, evaluate and measure all uncertain tax positions taken or to be taken on tax returns, and to record liabilities for the amount of such positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

At September 30, 2022, 2021 and 2020, the Company’s total gross unrecognized tax benefits were $ 2.7 billion, $ 2.5 billion and $ 2.6 billion, respectively, exclusive of interest and penalties described below.

As of September 30, 2023, 2022 and 2021, the Company’s total gross unrecognized tax benefits were $ 3.5 billion, $ 2.7 billion and $ 2.5 billion, respectively, exclusive of interest and penalties described below.

Included in the $ 3.5 billion, $ 2.7 billion and $ 2.5 billion are $ 1.6 billion, $ 1.3 billion and $ 1.3 billion of unrecognized tax benefits, respectively, that if recognized, would reduce the effective tax rate in a future period.

A reconciliation of beginning and ending unrecognized tax benefits by fiscal year is as follows:

The following table presents a reconciliation of beginning and ending unrecognized tax benefits by fiscal year:

2023 2022 2021

(in millions)

Balance at beginning of period $ 2,488 $ 2,579 $ 2,234

Increases of unrecognized tax benefits related to prior years 10 34 66

Decreases of unrecognized tax benefits related to prior years ( 143 ) ( 386 ) ( 83 )

Increases of unrecognized tax benefits related to current year 350 326 376

Decreases related to settlements with taxing authorities ( 19 ) ( 63 ) ( 12 )

Reductions related to lapsing statute of limitations ( 3 ) ( 2 ) ( 2 )

Balance at end of period $ 2,683 $ 2,488 $ 2,579

Balance as of beginning of period

$ 2,683 $ 2,488 $ 2,579

Increase in unrecognized tax benefits related to prior years

Decrease in unrecognized tax benefits related to prior years

( 190 ) ( 143 ) ( 386 )

Increase in unrecognized tax benefits related to current year

Decrease related to settlements with taxing authorities

( 17 ) ( 19 ) ( 63 )

Reduction related to lapsing statute of limitations

( 4 ) ( 3 ) ( 2 )

Balance as of end of period

$ 3,497 $ 2,683 $ 2,488

The increases in unrecognized tax benefits include refund claims filed during the year, an increase in gross timing differences, and various tax positions across several jurisdictions.

The decrease in unrecognized tax benefits primarily includes the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination, as mentioned above.

In fiscal 2023, 2022 and 2021, the Company recognized $ 34 million, $ 15 million and $ 1 million of net interest expense, respectively, related to uncertain tax positions.

In fiscal 2022, the Company reversed accrued penalties of $ 31 million and in fiscal 2021 and 2020, the Company accrued penalties of $ 3 million and $ 4 million, respectively, related to uncertain tax positions.

At September 30, 2022 and 2021, the Company had accrued interest of $ 238 million and $ 233 million, and accrued penalties of $ 3 million and $ 34 million, respectively, related to uncertain tax positions included in other long-term liabilities in its consolidated balance sheets.

In fiscal 2023 and 2021, the Company accrued no significant penalties and in fiscal 2022, the Company reversed accrued penalties of $ 31 million related to uncertain tax positions.

As of September 30, 2023 and 2022, the Company had accrued interest of $ 271 million and $ 238 million, respectively, and no significant accrued penalties related to uncertain tax positions.

The Company’s U.S.

federal income tax returns for fiscal 2013 through 2018 and refund claims filed for fiscal 2008 through 2012 are currently under examination.

federal income tax returns for fiscal 2016 through 2018 are currently under examination.

For fiscal 2008 through 2015, one unresolved issue related to an income tax deduction remains.

During fiscal 2022, the Company completed the administrative appeals process for this issue without reaching a settlement with the Internal Revenue Service (IRS).

The Company is currently evaluating its next steps.

The Company’s California income tax returns for fiscal 2012 through 2015 and refund claims filed for fiscal 2006 through 2011 are currently under examination.

Except for the refund claims, the federal and California statutes of limitations have expired for fiscal years prior to 2012.

During fiscal 2022, the Company completed the administrative appeals process for this issue without reaching a settlement with the Internal Revenue Service.

The Company is evaluating its next steps.

Except for the unresolved issue, the federal statute of limitations has expired for fiscal years prior to 2016.

The Company’s California income tax returns for fiscal 2012 through 2015 are currently under examination and refund claims filed for fiscal 2006 through 2011 are currently under administrative appeal.

Except for the refund claims, the California statute of limitations has expired for fiscal years prior to 2012.

The India tax authorities completed the assessment of the Company’s income tax returns for the taxable years falling within the period from fiscal 2010 to 2021 and made certain adjustments.

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The timing and outcome of the final resolutions of the federal, state and foreign tax examinations and refund claims are uncertain.

As such, it is not reasonably possible to estimate the impact that the final outcomes could have on the Company’s unrecognized tax benefits in the next 12 months.

However, it is reasonably possible that the Company’s net unrecognized tax benefits could decrease by approximately $ 400 million in the next 12 months.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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The following table summarizes the activity related to accrued litigation:

For the Years Ended

September 30,

(in millions)

Balance at beginning of period $ 983 $ 914

Balance as of beginning of period

$ 1,456 $ 983

Provision for uncovered legal matters 21 6

1 unchanged sentence

Payments for legal matters ( 750 ) ( 418 )

Balance at end of period $ 1,456 $ 983

Balance as of end of period

$ 1,751 $ 1,456

Accrual Summary—U.S.

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covered litigation:

For the Years Ended

September 30,

(in millions)

Balance at beginning of period $ 881 $ 888

Balance as of beginning of period

$ 1,441 $ 881

Provision for interchange multidistrict litigation 906 861

1 unchanged sentence

covered litigation ( 726 ) ( 301 )

Balance at end of period $ 1,441 $ 881

During fiscal 2022, the Company recorded additional accruals of $ 861 million and deposited $ 850 million into the U.S.

Balance as of end of period

$ 1,621 $ 1,441

During fiscal 2023, the Company recorded additional accruals of $ 906 million and deposited $ 1.0 billion into the U.S.

litigation escrow account to address claims of certain merchants who opted out of the Amended Settlement Agreement (as described herein).

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.

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

covered litigation.

While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation.

The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation.

The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached.

The Company will continue

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

7 unchanged sentences

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

For the Years Ended

September 30,

(in millions)

Balance at beginning of period $ 102 $ 21

Balance as of beginning of period

Provision for VE territory covered litigation 118 24

Payments for VE territory covered litigation ( 19 ) ( 115 )

Balance at end of period $ 11 $ 102

Balance as of end of period

Covered Litigation

Interchange Multidistrict Litigation (MDL) – Putative Class Actions

Interchange Multidistrict Litigation (MDL) – Class Actions

Beginning in May 2005, a series of complaints (the majority of which were styled as class actions) were filed in U.S.

14 unchanged sentences

Court of Appeals for the Second Circuit vacated the lower court’s certification of the merchant class, reversed the approval of the settlement, and remanded the case to the lower court for further proceedings.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

On remand, the district court entered an order appointing interim counsel for two putative classes of plaintiffs, a “Damages Class” and an “Injunctive Relief Class.” The plaintiffs purporting to act on behalf of the putative Damages Class subsequently filed a Third Consolidated Amended Class Action Complaint, seeking money damages and attorneys’ fees, among other relief.

2 unchanged sentences

and against various transaction fees, including the fixed acquirer network fee, as well as attorneys’ fees.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

On September 17, 2018, Visa, Mastercard, and certain U.S.

6 unchanged sentences

The additional settlement payment was added to the approximately $ 5.3 billion previously deposited into settlement accounts by the defendants pursuant to the 2012 Settlement Agreement.

Following a motion by the Damages Class plaintiffs for final approval of the Amended Settlement Agreement, certain merchants in the proposed settlement class objected to the settlement and/or submitted requests to opt out of the settlement class.

Certain merchants in the proposed settlement class objected to the settlement and/or submitted requests to opt out of the settlement class.

On December 13, 2019, the district court granted final approval of the Amended Settlement Agreement, which was subsequently appealed.

2 unchanged sentences

litigation escrow account.

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.

On March 15, 2023, the U.S.

Court of Appeals for the Second Circuit affirmed the final approval of the Amended Settlement Agreement by the district court.

On August 3, 2023, the district court entered an order appointing a special master to resolve matters arising out of or relating to the Amended Settlement Agreement’s plan of administration.

On May 29, 2020, a complaint was filed by Old Jericho Enterprise, Inc.

18 unchanged sentences

Certain individual merchants have filed amended complaints to, among other things, add claims for injunctive relief and update claims for damages.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

In addition to the cases filed by individual merchants, Visa, Mastercard, and/or certain U.S.

6 unchanged sentences

and Europe Retrospective Responsibility Plans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

Visa has reached settlements with a number of merchants representing approximately 72 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

On June 1, 2020, Visa, jointly with other defendants, served motions for summary judgment regarding the claims in certain of the individual merchant actions, as well as certain declaratory judgment claims brought by Visa, Mastercard, and some U.S.

On June 1, 2020 and July 14, 2023, Visa, jointly with other defendants, served motions for summary judgment regarding the claims in certain of the individual merchant actions, as well as certain declaratory judgment claims brought by Visa, Mastercard, and some U.S.

financial institutions.

6 unchanged sentences

and Europe Retrospective Responsibility Plans , judgments or settlements that require the Company to change its business practices, rules, or contractual commitments could adversely affect the Company’s financial results.

Consumer Interchange Litigation

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

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

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

On January 30, 2023, Visa removed the action to federal court, and the Judicial Panel on Multidistrict Litigation subsequently issued an order transferring the case to MDL 1720.

On June 15, 2023, plaintiffs’ motion to remand the case to California state court was denied, and plaintiffs appealed.

On July 28, 2023, defendants filed a motion to dismiss that appeal, which was granted on November 14, 2023.

VE Territory Covered Litigation

4 unchanged sentences

UK domestic, Irish domestic, other European domestic, intra-European Economic Area and/or other inter-regional.

More than 30 additional Merchants have threatened to commence similar proceedings.

As of the filing date, Visa has settled the claims asserted by over 175 Merchants, and there are approximately 900 Merchants with outstanding claims.

In addition, over 30 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.

As of the filing date, Visa has settled claims of over 150 Merchants, leaving more than 700 Merchants with pending or threatened claims.

While the amount of interchange being challenged could be substantial, these claims have not yet been filed and their full scope is not yet known.

The Company has learned that several additional European entities have indicated they may also bring similar claims, and the Company anticipates additional claims in the future.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

A trial took place from November 2016 to March 2017, relating to claims asserted by one Merchant.

6 unchanged sentences

On October 4, 2022, the UK Court of Appeal affirmed the CAT’s ruling.

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 since 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

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.

On June 8, 2023, the UK Competition Appeal Tribunal denied class certification in the two class action claims.

The full scope of potential damages is not yet known because not all Merchant claims have been served and Visa has substantial defenses.

3 unchanged sentences

The motion asserts that interchange fees on cross-border transactions in Israel and the Honor All Cards rule are anti-competitive and seeks damages and injunctive relief.

On July 3, 2022, Visa filed a motion challenging jurisdiction.

Other Litigation

6 unchanged sentences

Plaintiffs claim that the rule violates Section 1 of the Sherman Act and seek treble damages, injunctive relief, and attorneys’ fees.

On August 4, 2021, the district court granted plaintiffs’ motion for class certification, and on October 1, 2021, the U.S.

Court of Appeals for the District of Columbia Circuit granted defendants’ motion for leave to appeal the district court’s decision.

On August 4, 2021, the district court granted plaintiffs’ motion for class certification.

On July 25, 2023, the U.S.

Court of Appeals for the District of Columbia affirmed the district court’s class certification decision, and on September 27, 2023, defendants’ petition for rehearing en banc was denied.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Consumer Class Actions .

2 unchanged sentences

Plaintiffs seek treble damages, restitution, injunctive relief, and attorneys’ fees where available under federal and state law, including under Section 1 of the Sherman Act and consumer protection statutes.

On August 4, 2021, the district court granted plaintiffs’ motion for class certification in each case, and on October 1, 2021, the U.S.

Court of Appeals for the District of Columbia Circuit granted defendants’ motion for leave to appeal the district court’s decision.

On August 4, 2021, the district court granted plaintiffs’ motion for class certification in each case.

On August 8, 2022, in the case in which the three financial institutions were named, the district court granted plaintiffs’ motion for final approval of a class action settlement with those institutions and entered final judgments of dismissal as to those institutions.

On July 25, 2023, the U.S.

Court of Appeals for the District of Columbia affirmed the district court’s class certification decision, and on September 27, 2023, defendants’ petition for rehearing en banc was denied.

Department of Justice Civil Investigative Demand ( 2012 )

On March 13, 2012, the Antitrust Division of the United States Department of Justice (Division) issued a Civil Investigative Demand, or “CID”, to Visa Inc.

On March 13, 2012, the Antitrust Division of the United States Department of Justice (Division) issued a Civil Investigative Demand (CID), to Visa Inc.

seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C.

The CID focuses on PIN-Authenticated Visa Debit and Visa’s competitive responses to the Dodd-Frank Act, including Visa’s fixed acquirer network fee.

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

The CID focused on PIN-Authenticated Visa Debit and Visa’s competitive responses to the Dodd-Frank Act, including Visa’s fixed acquirer network fee.

Visa has cooperated with the Division in connection with the CID.

Pulse Network

2 unchanged sentences

On August 29, 2022, Pulse filed an amended complaint, which makes similar allegations and seeks unspecified treble damages, attorneys’ fees and injunctive relief, including to enjoin the fixed acquirer network fee structure, and Visa’s agreements relating to debit with issuers, acquirers and merchants.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

EMV Chip Liability Shift

7 unchanged sentences

On August 28, 2020, the district court granted plaintiffs’ motion for class certification.

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.

Federal Trade Commission Civil Investigative Demand

On November 4, 2019, the Bureau of Competition of the United States Federal Trade Commission (Bureau) requested that Visa provide, on a voluntary basis, documents and information relating to an investigation as to whether Visa’s actions inhibited merchant choice in the selection of debit payments networks in potential violation of the Durbin Amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act.

On June 9, 2020, the Federal Trade Commission (FTC) issued a Civil Investigative Demand, or “CID”, to Visa requesting additional documents and information.

Visa is cooperating with the FTC in connection with the CID.

On June 9, 2020, the Federal Trade Commission (FTC) issued a CID to Visa requesting additional documents and information.

Visa has cooperated with the FTC in connection with the CID.

Euronet Litigation

2 unchanged sentences

(Euronet) served a claim in the UK alleging that certain rules affecting ATM access fees in Poland, the Czech Republic and Greece by Visa Inc.

and Mastercard Incorporated, and certain of their subsidiaries, breach various competition laws.

Euronet seeks damages, costs, and injunctive relief to prevent the defendants from enforcing these rules.

Trial has been scheduled for a date on or after October 2, 2023.

and Mastercard Incorporated, and certain of their subsidiaries, breach

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

various competition laws.

Euronet sought damages, costs, and injunctive relief to prevent the defendants from enforcing these rules.

Visa reached a settlement with Euronet, and the claim against Visa has been dismissed.

European Commission Staged Digital Wallets Investigation

On June 26, 2020, the European Commission (EC) informed Visa that it opened a preliminary investigation into Visa’s rules regarding staged digital wallets and issued a request for information regarding such rules.

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

On June 26, 2020, the European Commission (EC) informed Visa that it opened a preliminary investigation into Visa’s rules regarding staged digital wallets.

On February 16, 2023, the EC notified Visa that the investigation has been closed.

German ATM Litigation

1 unchanged sentence

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

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

Visa has filed challenges to the jurisdiction of the German courts to hear these claims, one of which was denied and one of which was granted as to Visa Europe.

Department of Justice Civil Investigative Demand (2021)

On March 26, 2021, the Antitrust Division of the U.S.

Department of Justice (the Division) issued a Civil Investigative Demand, or “CID”, to Visa seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C.

The CID focuses on U.S.

On March 26, 2021, June 11, 2021, January 4, 2023, and May 2, 2023, the Antitrust Division of the U.S.

Department of Justice (the Division) issued CIDs to Visa, seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C.

The CIDs focus on U.S.

debit and competition with other payment methods and networks.

On June 11, 2021, the Division issued a further CID seeking additional documents and information on the same subjects.

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

2 unchanged sentences

District Court for the Northern District of California by several individuals on behalf of a purported nationwide class, and/or purported California, Washington, Massachusetts or New Jersey subclasses, of cardholders who conducted a transaction in a foreign currency.

The amended complaint

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2022

asserted 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 September 16, 2022, plaintiffs filed a second amended complaint asserting the same claims, and on November 7, 2022, Visa filed a motion to dismiss the second amended complaint.

The amended complaint asserted 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 December 21, 2022, plaintiffs filed a third amended complaint asserting the same claims.

On August 30, 2023, the court granted Visa’s motion to dismiss with prejudice and directed the clerk to close the case.

European Commission Client Incentive Agreements Investigation

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

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

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

1 unchanged sentence

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-K

Item 8. Financial Statements and Supplementary Data