What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-01-26 compared with 2023-07-26 · 153 added, 259 removed, 598 unchanged (41% of the section changed)

26 unchanged sentences

Accrued liabilities 5,077 5,015

Current maturities of debt — 2,250

Accrued litigation 1,471 1,751

4 unchanged sentences

Total liabilities 51,676 51,766

Commitments and contingencies (Note 13)

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 December 31, 2023 and September 30, 2023

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 );

1,862 (Class A 1,607 , Class B 245 , Class C 10 ) and 1,890 (Class A 1,635 , Class B 245 , Class C 10 ) shares issued and outstanding

1,836 (Class A 1,582 , Class B 245 , Class C 9 ) and 1,849 (Class A 1,594 , Class B 245 , Class C 10 ) shares issued and outstanding as of December 31, 2023 and September 30, 2023, respectively

20,490 20,452

1 unchanged sentence

Accumulated income 18,422 18,040

Accumulated other comprehensive income (loss), net:

Accumulated other comprehensive income (loss):

Investment securities ( 18 ) ( 64 )

2 unchanged sentences

Foreign currency translation adjustments ( 276 ) ( 921 )

Total accumulated other comprehensive income (loss), net ( 978 ) ( 2,369 )

Total accumulated other comprehensive income (loss) ( 655 ) ( 1,317 )

Total equity 39,733 38,733

3 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2023 2022 2023 2022

(in millions, except per share data)

36 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2023 2022 2023 2022

(in millions)

15 unchanged sentences

Foreign currency translation adjustments

Other comprehensive income (loss), net of tax 12 ( 862 ) 1,391 ( 1,703 )

Translation adjustments 588 1,209

Income tax effect 57 —

Other comprehensive income (loss) 662 1,110

Comprehensive income $ 5,552 $ 5,289

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended June 30, 2023

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

Income Accumulated

Comprehensive

Income (Loss), Net Total

Shares Amount Shares Amount

(in millions, except per share data)

Balance as of March 31, 2023 5 $ 1,885 1,874 $ 20,095 $ ( 35 ) $ 17,610 $ ( 990 ) $ 38,565

Net income 4,156 4,156

Other comprehensive income (loss), net of tax 12 12

VE territory covered losses incurred ( 6 ) ( 6 )

Recovery through conversion rate adjustment ( 16 ) 16 —

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

( 83 ) 1 83 —

Share-based compensation expense 191 191

Stock issued under equity plans 1 71 71

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

( 1 ) ( 7 ) ( 7 )

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

( 937 ) ( 937 )

Repurchase of class A common stock ( 13 ) ( 143 ) ( 2,921 ) ( 3,064 )

Balance as of June 30, 2023 5 $ 1,786 1,862 $ 20,290 $ ( 25 ) $ 17,908 $ ( 978 ) $ 38,981

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Nine Months Ended June 30, 2023

Three Months Ended December 31, 2023

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

1 unchanged sentence

Comprehensive

Income (Loss), Net Total

Income (Loss)

Shares Amount Shares Amount

3 unchanged sentences

Net income 4,890 4,890

Other comprehensive income (loss), net of tax 1,391 1,391

Other comprehensive income (loss)

VE territory covered losses incurred ( 24 ) ( 24 )

2 unchanged sentences

( 58 ) 1 58 —

Share-based compensation expense 591 591

Share-based compensation

Stock issued under equity plans 2 104 104

4 unchanged sentences

Repurchase of class A common stock ( 15 ) ( 161 ) ( 3,448 ) ( 3,609 )

Balance as of June 30, 2023 5 $ 1,786 (1)

Balance as of December 31, 2023 5 $ 1,615 (1)

1,836 $ 20,490 $ ( 139 ) $ 18,422 $ ( 655 ) $ 39,733

(1) As of June 30, 2023 and September 30, 2022, the book value of series A preferred stock was $ 544 million and $ 1.0 billion, respectively.

(1) As of December 31, 2023 and September 30, 2023, the book value of series A preferred stock was $ 398 million and $ 456 million, respectively.

Refer to Note 5—U.S.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Three Months Ended June 30, 2022

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

Income Accumulated

Comprehensive

Income (Loss), Net Total

Shares Amount Shares Amount

(in millions, except per share data)

Balance as of March 31, 2022 5 $ 2,987 1,903 $ 18,876 $ ( 120 ) $ 14,651 $ ( 405 ) $ 35,989

Net income 3,411 3,411

Other comprehensive income (loss), net of tax ( 862 ) ( 862 )

VE territory covered losses incurred ( 15 ) ( 15 )

Recovery through conversion rate adjustment ( 112 ) 112 —

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

( 24 ) 1 24 —

Share-based compensation expense 152 152

Stock issued under equity plans — (1)

Restricted stock and performance-based shares settled in cash for taxes — (1)

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

( 798 ) ( 798 )

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

Balance as of June 30, 2022 5 $ 2,851 1,892 $ 18,962 $ ( 23 ) $ 14,960 $ ( 1,267 ) $ 35,483

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Nine Months Ended June 30, 2022

Three Months Ended December 31, 2022

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

1 unchanged sentence

Comprehensive

Income (Loss), Net Total

Income (Loss)

Shares Amount Shares Amount

1 unchanged sentence

Balance as of September 30, 2022 5 $ 2,324 (1)

Net income 11,017 11,017

Other comprehensive income (loss), net of tax

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

Net income 4,179 4,179

Other comprehensive income (loss)

VE territory covered losses incurred ( 8 ) ( 8 )

2 unchanged sentences

( 329 ) 5 329 —

Share-based compensation expense

Share-based compensation

Stock issued under equity plans 2 56 56

4 unchanged sentences

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

Balance as of June 30, 2022 5 $ 2,851 1,892 $ 18,962 $ ( 23 ) $ 14,960 $ ( 1,267 ) $ 35,483

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

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

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

Refer to Note 5—U.S.

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

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended

(in millions)

3 unchanged sentences

Client incentives 3,348 2,786

Share-based compensation expense 591 470

Depreciation and amortization of property, equipment, technology and intangible assets 696 635

Share-based compensation 209 177

Depreciation and amortization 247 227

Deferred income taxes 59 ( 132 )

17 unchanged sentences

Proceeds from maturities and sales 1,137 1,310

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

Purchases of other investments ( 11 ) ( 20 )

6 unchanged sentences

Dividends paid ( 1,060 ) ( 945 )

Proceeds from issuance of senior notes — 3,218

Cash proceeds from issuance of class A common stock under equity plans 104 56

4 unchanged sentences

Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents

( 2,354 ) ( 1,994 )

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 21,990 20,377

29 unchanged sentences

Future actual results could differ materially from these estimates.

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 the prior quarter, 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 (UNAUDITED)—(Continued)

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.

On January 16, 2024, Visa acquired Pismo Holdings, a global cloud-native issuer processing and core banking platform, for $ 1.0 billion in cash.

Due to the limited amount of time since the acquisition date, the initial allocation of the purchase price is not yet complete.

The Company expects to provide the initial purchase price allocation within its Form 10-Q for the second quarter of fiscal 2024.

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

Note 3—Revenues

2 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2023 2022 2023 2022

(in millions)

6 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2023 2022 2023 2022

(in millions)

2 unchanged sentences

Net revenues $ 8,634 $ 7,936

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 December 31, 2023, the remaining performance obligations were $ 3.2 billion.

The Company expects approximately half to be recognized as revenues in the next two years and the remaining thereafter.

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.

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:

2023 September 30,

11 unchanged sentences

Under the terms of the U.S.

retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation referred to as the “U.S.

retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation (U.S.

covered litigation) are paid.

5 unchanged sentences

litigation escrow account:

Nine Months Ended

Three Months Ended

(in millions)

Balance at beginning of period $ 1,449 $ 894

Balance as of beginning of period

$ 1,764 $ 1,449

Deposits into the U.S.

2 unchanged sentences

( 148 ) ( 94 )

Balance at end of period $ 1,627 $ 1,483

Balance as of end of period

$ 1,616 $ 1,705

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

3 unchanged sentences

Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through a periodic adjustment to the class A common stock conversion rates applicable to the series B and C preferred stock.

VE territory covered losses are recorded in a contra-equity account referred to as “right to recover for covered losses” within stockholders’ equity before the corresponding adjustment to the applicable conversion rate is effected.

VE territory covered losses are recorded in the contra-equity account right to recover for covered losses within stockholders’ equity before the corresponding adjustment to the applicable conversion rate is effected.

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

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

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

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.

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:

Three Months Ended

December 31, 2023

Preferred Stock Right to Recover for Covered Losses

1 unchanged sentence

(in millions)

Balance as of September 30, 2022

Balance as of beginning of period

$ 441 $ 801 $ ( 140 )

2 unchanged sentences

( 22 ) ( 3 ) 25

Balance as of June 30, 2023

Balance as of end of period

$ 419 $ 798 $ ( 139 )

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

Three Months Ended

December 31, 2022

Preferred Stock Right to Recover for Covered Losses

1 unchanged sentence

(in millions)

Balance as of September 30, 2021 $ 1,071 $ 1,523 $ ( 133 )

Balance as of beginning of period

$ 460 $ 812 $ ( 35 )

VE territory covered losses incurred (1)

Recovery through conversion rate adjustment (2)

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

( 7 ) ( 7 ) 15

Balance as of end of period

$ 453 $ 805 $ ( 28 )

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

1 unchanged sentence

(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.

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

June 30, 2023 September 30, 2022

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 within the Company’s consolidated balance sheets:

December 31, 2023 September 30, 2023

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

10 unchanged sentences

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

(2) As of June 30, 2023, the as-converted value of preferred stock is calculated as the product of:

(2) As of December 31, 2023, the as-converted value of preferred stock is calculated as the product of:

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

12 unchanged sentences

2023 September 30,

2022 June 30,

2023 December 31,

2023 September 30,

3 unchanged sentences

$ 10,316 $ 13,504 $ — $ —

government-sponsored debt securities

Treasury securities

8 unchanged sentences

Derivative instruments

— — 197 1,131

Total $ 16,673 $ 18,483 $ 1,762 $ 1,401

16 unchanged sentences

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

June 30, 2023

December 31, 2023

Cost Gross Unrealized Fair

11 unchanged sentences

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

June 30, 2023

December 31, 2023

Less Than 12 Months

7 unchanged sentences

Less Than 12 Months

Fair Value Gross Unrealized Losses

12 Months or Greater

Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

(in millions)

6 unchanged sentences

Due within one year $ 4,731

Due after 1 year through 5 years 2,122

Due after one year through five years

Total $ 7,540

Equity Securities

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

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 (UNAUDITED)—(Continued)

The following table summarizes the total carrying value of the Company’s non-marketable equity securities held as of June 30, 2023 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 December 31, 2023, including the cumulative unrealized gains and losses:

(in millions)

2 unchanged sentences

Downward adjustments (including impairment)

Carrying amount, end of period $ 1,232

Unrealized gains and losses included in the carrying value of the Company’s non-marketable equity securities still held as of June 30, 2023 and 2022 were as follows:

Carrying amount

Unrealized gains and losses 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 December 31, 2023 and 2022, respectively, were as follows:

Three Months Ended

June 30, Nine Months Ended

2023 2022 2023 2022

(in millions)

1 unchanged sentence

Downward adjustments (including impairment) $ — $ —

For the three months ended June 30, 2023 and 2022, the Company recognized net unrealized gains of $ 96 million and net unrealized losses of $ 278 million, respectively, on marketable and non-marketable equity securities still held as of quarter end.

For the nine months ended June 30, 2023 and 2022, the Company recognized net unrealized losses of $ 85 million and $ 262 million, respectively, on marketable and non-marketable equity securities still held as of quarter end.

For the three months ended December 31, 2023 and 2022, the Company recognized net unrealized gains of $ 36 million and net unrealized losses of $ 102 million, respectively, on marketable and non-marketable equity securities still held as of quarter end.

Other Fair Value Disclosures

2 unchanged sentences

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

As of June 30, 2023, the carrying value and estimated fair value of debt was $ 20.6 billion and $ 18.6 billion, respectively.

As of December 31, 2023, the carrying value and estimated fair value of debt was $ 20.7 billion and $ 19.0 billion, respectively.

As of September 30, 2023, the carrying value and estimated fair value of debt was $ 20.5 billion and $ 17.7 billion, respectively.

Other financial instruments not measured at fair value.

As of June 30, 2023, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities.

As of December 31, 2023, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities.

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

2 unchanged sentences

The Company performed its annual impairment review of its 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 indicated that impairment existed as of June 30, 2023 .

No recent events or changes in circumstances indicated that impairment existed as of December 31, 2023 .

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

5 unchanged sentences

$ 4,000 $ 4,000 3.26 %

3.15 % Senior Notes due December 2025

4,000 4,000 3.26 %

1.90 % Senior Notes due April 2027

36 unchanged sentences

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

During the nine months ended June 30, 2023, the Company repaid $ 2.25 billion of principal upon maturity of its senior notes due December 2022.

Non-derivative Financial Instrument Designated as a Net Investment Hedge

During the nine months ended June 30, 2023, the Company designated € 1.8 billion of the Euro-denominated fixed-rate senior notes (Euro Notes) issued in June 2022 as a hedge against a portion of the Company’s Euro-denominated net investment in Visa Europe.

As of June 30, 2023, all of the € 3.0 billion Euro Notes were designated as a net investment hedge.

Credit Facility

In May 2023, the Company entered into an amended and restated credit agreement for a 5 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

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

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.

As of June 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.

As of June 30, 2023 and September 30, 2022, the Company had no amounts outstanding under the credit facility.

Note 8—Settlement Guarantee Management

4 unchanged sentences

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

During the nine months ended June 30, 2023, the Company’s maximum daily settlement exposure was $ 125.6 billion and the average daily settlement exposure was $ 76.3 billion.

During the three months ended December 31, 2023, the Company’s maximum daily settlement exposure was $ 133.2 billion and the average daily settlement exposure was $ 83.0 billion.

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

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.

2 unchanged sentences

(in millions)

Restricted cash and restricted cash equivalents $ 2,907 $ 2,342

Pledged securities at market value 408 213

Restricted cash

$ 3,164 $ 3,005

Pledged securities

Letters of credit 1,779 1,738

1 unchanged sentence

Total $ 6,501 $ 6,201

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

Note 9—Stockholders’ Equity

1 unchanged sentence

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

June 30, 2023 September 30, 2022

December 31, 2023 September 30, 2023

Outstanding Conversion Rate Into

21 unchanged sentences

retrospective responsibility plan:

Nine Months Ended

Three Months Ended

(in millions, except per share data)

1 unchanged sentence

Effective price per share (1)

$ 219.70 $ 205.06

Deposits into the U.S.

litigation escrow account $ — $ 350

(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.

(1) 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.

1 unchanged sentence

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

Nine Months Ended

June 30, 2023 Nine Months Ended

June 30, 2022

Three Months Ended

December 31, 2023 Three Months Ended

December 31, 2022

Series B Series C Series B Series C

6 unchanged sentences

(1) The reduction in equivalent number of shares of class A common stock was less than one million shares.

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

(2) 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 certificates of designations for its series B and C preferred stock.

2 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2023 2022 2023 2022

(in millions, except per share data)

4 unchanged sentences

$ 3,609 $ 3,115

(1) Shares repurchased in the open market reflect repurchases that settled during the three and nine months ended June 30, 2023 and 2022, respectively.

(1) Shares repurchased in the open market reflect repurchases that settled during the three months ended December 31, 2023 and 2022.

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

1 unchanged sentence

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

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

This authorization has no expiration date.

As of June 30, 2023, the Company’s repurchase program had remaining authorized funds of $ 8.8 billion.

In October 2023 and 2022, the Company’s board of directors authorized share repurchase programs of $ 25.0 billion providing multi-year flexibility, and $ 12.0 billion, respectively.

These authorizations have no expiration date.

As of December 31, 2023, the Company’s share repurchase programs had remaining authorized funds of $ 26.4 billion.

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

During the three months ended June 30, 2023 and 2022, the Company declared and paid dividends of $ 937 million and $ 798 million, respectively.

During the nine months ended June 30, 2023 and 2022, the Company declared and paid dividends of $ 2.8 billion and $ 2.4 billion, respectively.

On July 25, 2023, the Company’s board of directors declared a quarterly cash dividend of $ 0.45 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C preferred stock on an as-converted basis), payable on September 1, 2023, to all holders of record as of August 11, 2023.

Class B common stock.

On January 23, 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation authorizing Visa to implement an exchange offer program that would have the effect of releasing transfer restrictions on portions of the Company’s class B common stock.

The certificate of incorporation amendments automatically redenominate all shares of class B common stock as class B-1 common stock with no changes to the par value, conversion features, rights and privileges of the class B common stock.

The amendments also authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a preceding class of B common stock was tendered in exchange and retired.

The new authorization will have no impact to outstanding diluted earnings per class A common stock.

During the three months ended December 31, 2023 and 2022, the Company declared and paid dividends of $ 1.1 billion and $ 945 million, respectively.

On January 23, 2024, the Company’s board declared a quarterly cash dividend of $ 0.52 per share of class A common stock (determined in the case of class B-1 and C common stock and series A, B and C preferred stock on an as-converted basis), payable on March 1, 2024, to all holders of record as of February 9, 2024.

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

Note 10—Earnings Per Share

The following table presents earnings per share for the three months ended June 30, 2023:

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 3,228 1,614 $ 2.00 $ 4,156 2,080 (3)

Class B common stock 785 245 $ 3.20 $ 784 245 $ 3.19

Class C common stock 77 10 $ 8.00 $ 76 10 $ 7.99

Participating securities 66 Not presented Not presented $ 66 Not presented Not presented

Net income $ 4,156

The following table presents earnings per share for the nine months ended June 30, 2023:

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 9,778 1,623 $ 6.03 $ 12,592 2,092 (3)

Class B common stock 2,369 245 $ 9.65 $ 2,366 245 $ 9.64

Class C common stock 233 10 $ 24.10 $ 233 10 $ 24.08

Participating securities 212 Not presented Not presented $ 211 Not presented Not presented

Net income $ 12,592

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

The following table presents earnings per share for the three months ended December 31, 2023:

Basic Earnings Per Share Diluted Earnings Per Share

7 unchanged sentences

Net income $ 4,890

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

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

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

Basic Earnings Per Share Diluted Earnings Per Share

7 unchanged sentences

Net income $ 4,179

(1) The weighted-average number of shares of as-converted class B common stock used in the income allocation was 393 million for the three and nine months ended June 30, 2023, and 397 million and 398 million for the three and nine months ended June 30, 2022, respectively.

The weighted-average number of shares of as-converted class C common stock used in the income allocation was 38 million and 39 million for the three and nine months ended June 30, 2023, respectively, and 40 million for the three and nine months ended June 30, 2022.

The weighted-average number of shares of preferred stock included within participating securities was 8 million and 10 million of as-converted series A preferred stock for the three and nine months ended June 30, 2023, respectively, and 6 million of as-converted series A preferred stock for the three and nine months ended June 30, 2022, 7 million of as-converted series B preferred stock for the three and nine months ended June 30, 2023 and 15 million and 16 million of as-converted series B preferred stock for the three and nine months ended June 30, 2022, respectively and 11 million of as-converted series C preferred stock for the three and nine months ended June 30, 2023 and 22 million of as-converted series C preferred stock for the three and nine months ended June 30, 2022.

(1) The weighted-average number of shares of as-converted class B common stock used in the income allocation was 390 million and 394 million for the three months ended December 31, 2023 and 2022, respectively.

The weighted-average number of shares of as-converted class C common stock used in the income allocation was 38 million and 39 million for the three months ended December 31, 2023 and 2022, respectively.

The weighted-average number of shares of preferred stock included within participating securities was 6 million and 13 million of as-converted series A preferred stock for the three months ended December 31, 2023 and 2022, respectively, 7 million of as-converted series B preferred stock for the three months ended December 31, 2023 and 2022 and 11 million of as-converted series C preferred stock for the three months ended December 31, 2023 and 2022.

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

1 unchanged sentence

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

The common stock equivalents are not material for the three and nine months ended June 30, 2023 and 2022.

The common stock equivalents are not material for the three months ended December 31, 2023 and 2022.

Note 11—Share-based Compensation

The following table presents the equity awards granted to employees and non-employee directors under the amended and restated 2007 Equity Incentive Compensation Plan (EIP) during the nine months ended June 30, 2023:

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

4 unchanged sentences

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

For the three months ended June 30, 2023 and 2022, the Company recorded share-based compensation expense related to the EIP of $ 184 million and $ 145 million, respectively.

For the nine months ended June 30, 2023 and 2022, the Company recorded share-based compensation expense related to the EIP of $ 568 million and $ 447 million, respectively.

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

For the three months ended December 31, 2023 and 2022, the Company recorded share-based compensation cost related to the EIP of $ 200 million and $ 170 million, respectively.

Note 12—Income Taxes

For the three and nine months ended June 30, 2023, the effective income tax rates were 19 % and 18 %, respectively, and for the three and nine months ended June 30, 2022, the effective income tax rates were 11 % and 17 %, respectively.

The difference in the effective tax rates is primarily due to the following:

• During the nine months ended June 30, 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 the three months ended June 30, 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 the three and nine months ended June 30, 2023, the Company’s gross unrecognized tax benefits increased by $ 615 million and $ 593 million, respectively.

The Company’s net unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate, increased by $ 315 million and $ 192 million, respectively.

The change in unrecognized tax benefits is related to various tax positions across several jurisdictions, including refund claims filed during the quarter.

Additionally, the nine month period reflects the change in unrecognized tax benefits related to the reassessment mentioned above.

For the three months ended December 31, 2023 and 2022, the effective income tax rates were 19 % and 16 %, respectively.

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

During the three months ended December 31, 2023, the Company’s gross unrecognized tax benefits increased by $ 113 million.

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

The change in unrecognized tax benefits is related to various tax positions across several jurisdictions.

In January 2024, a resolution was reached regarding India tax assessments for years falling within the period from 2010 to 2019.

As a result, the Company filed to withdraw appeals to the appellate authorities for these years.

Effective through September 30, 2028, the Company’s operating hub in the Asia Pacific region is subject to a tax incentive in Singapore which is conditional upon meeting certain requirements.

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

federal, state and foreign taxing authorities.

The timing and outcome of the final resolutions of the various ongoing income tax examinations are highly uncertain.

It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next twelve months.

The timing and outcome of the final resolutions of the various ongoing income tax examinations and refund claims are uncertain.

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

Note 13—Legal Matters

7 unchanged sentences

The following table summarizes the activity related to accrued litigation:

Nine Months Ended

Three Months Ended

(in millions)

Balance at beginning of period $ 1,456 $ 983

Balance as of beginning of period

$ 1,751 $ 1,456

Provision for uncovered legal matters 10 —

1 unchanged sentence

Payments for legal matters ( 312 ) ( 101 )

Balance at end of period $ 1,545 $ 1,486

Balance as of end of period

$ 1,471 $ 1,702

Accrual Summary—U.S.

1 unchanged sentence

Visa Inc., Visa U.S.A.

and Visa International are parties to certain legal proceedings that are covered by the U.S.

and Visa International are parties to certain legal proceedings that are covered by the

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

retrospective responsibility plan, which the Company refers to as the U.S.

covered litigation.

An accrual for the

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

An accrual for the U.S.

covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable.

7 unchanged sentences

covered litigation:

Nine Months Ended

Three Months Ended

(in millions)

Balance at beginning of period $ 1,441 $ 881

Balance as of beginning of period

$ 1,621 $ 1,441

Provision for interchange multidistrict litigation — 341

1 unchanged sentence

covered litigation ( 160 ) ( 101 )

Balance at end of period $ 1,539 $ 1,480

During the three and nine months ended June 30, 2023, the Company recorded additional accruals of $ 456 million and $ 797 million, respectively, and deposited $ 500 million and $ 850 million, respectively, into the U.S.

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

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

Balance as of end of period

$ 1,461 $ 1,681

Accrual Summary—VE Territory Covered Litigation

7 unchanged sentences

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

Nine Months Ended

Three Months Ended

(in millions)

Balance at beginning of period $ 11 $ 102

Balance as of beginning of period

Provision for VE territory covered litigation 22 6

Payments for VE territory covered litigation ( 126 ) —

Balance at end of period $ 3 $ 5

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

Balance as of end of period

Covered Litigation

Interchange Multidistrict Litigation (MDL) - Putative Class Actions

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.

Interchange Multidistrict Litigation (MDL) - Class Actions

On December 4, 2023, plaintiffs in the two actions led, respectively, by Hayley Lanning and Camp Grounds Coffee, served a motion for partial summary judgment.

On January 8, 2024, defendants’ motions for summary judgment under Ohio v.

American Express were granted in part and denied in part.

Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions

Visa has reached settlements with a number of merchants representing approximately 73 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

Additional summary judgment motions were filed by plaintiffs and defendants in an individual merchant action.

On July 14, 2023, Block, Inc.

filed a lawsuit against Visa Inc., Visa U.S.A., Visa International, Mastercard Incorporated, and Mastercard International Incorporated in the U.S.

District Court for the Eastern District of New York, generally pursuing claims on allegations similar to those raised in MDL 1720.

Square, a business unit of Block, Inc., previously submitted a request to opt out of the Amended Settlement Agreement.

The parties have requested reassignment of the case to the judge presiding over MDL 1720 for inclusion in MDL 1720.

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.

On February 10, 2023, the Judicial Panel on Multidistrict Litigation 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 have appealed.

On November 1, 2023, defendants served a motion to enforce the Amended Settlement Agreement, or in the alternative for summary judgment, regarding claims in the actions brought by certain plaintiffs in their capacity as payment facilitators.

On December 4, 2023, plaintiffs in certain of the individual merchant actions served a motion

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

for partial summary judgment or a joinder in partial summary judgment motions.

On January 8, 2024, defendants’ motions for summary judgment under Ohio v.

American Express were granted in part and denied in part.

VE Territory Covered Litigation

5 unchanged sentences

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

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

Other Litigation

Visa’s motion challenging jurisdiction in the class action regarding interchange on cross-border transactions and the Honor All Cards rule in Israel was denied.

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

Other Litigation

ATM Access Fee Litigation

On July 25, 2023, the U.S.

Court of Appeals for the District of Columbia Circuit affirmed the district court’s class certification decisions.

European Commission Staged Digital Wallets Investigation

On February 16, 2023, the European Commission (EC) notified Visa that the matter has been closed.

German ATM Litigation

On July 6, 2023, one of the challenges to the jurisdiction of the German courts was denied.

EMV Chip Liability Shift

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

Department of Justice Civil Investigative Demand (2021)

On January 4, 2023 and May 2, 2023, the Antitrust Division of the U.S.

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

debit and competition with other payment methods and networks.

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

Foreign Currency Exchange Rate Litigation

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

On February 3, 2023, Visa filed a motion to dismiss the third amended complaint.

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.

MiCamp Solutions

On December 8, 2023, a complaint was filed in the U.S.

District Court for the Northern District of California by MiCamp Solutions, LLC against Visa on behalf of a purported class of Independent Sales Organizations (ISOs) and their merchant customers and a purported subclass of ISOs.

The complaint alleges violations of federal and state antitrust laws, state data privacy laws, and the constitution, based on, among other things, Visa’s interchange fees and its assessment of fees for non-compliance with its surcharge rules.

The complaint seeks to recover damages and to enjoin the enforcement of Visa’s default interchange and surcharge rules, among other things.

Mirage Wine + Spirit’s Inc.

On December 14, 2023, a putative class action was filed in the U.S.

District Court for the Southern District of Illinois by Mirage Wine + Spirit’s Inc.

against Apple Inc., Visa Inc.

and Mastercard Incorporated on behalf of certain merchants in the United States that accepted Apple Pay as a method of payment at the physical point-of-sale from December 14, 2019.

Plaintiff alleges a conspiracy under which Apple agreed not to enter a purported market for point-of-sale payment card networks services and seeks damages, injunctive relief and attorneys’ fees based on alleged violations of section 1 of the Sherman Act.

On January 5, 2024, Visa requested transfer of the action to the U.S.

District Court for the Eastern District of New York for coordinated or consolidated pretrial proceedings with the Interchange Multidistrict Litigation.

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

What changed 10-Q

Item 1. Financial Statements