VISA INC. 10-Q

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This management’s discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Visa Inc. and its subsidiaries (Visa, we, us, our or the Company) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1—Financial Statements of this report. Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, the impact on our future financial position, results of operations and cash flows; the completion of the class B-1 exchange offer; prospects, developments, strategies and growth of our business; anticipated expansion of our products in certain countries; industry developments; anticipated timing and benefits of our acquisitions; expectations regarding litigation matters, investigations and proceedings; timing and amount of stock repurchases; sufficiency of sources of liquidity and funding; effectiveness of our risk management programs; and expectations regarding the impact of recent accounting pronouncements on our unaudited consolidated financial statements. Forward-looking statements generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “could,” “should,” “will,” “continue” and other similar expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to predict. We describe risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, any of these forward-looking statements in our SEC filings, including our Annual Report on Form 10-K, for the year ended September 30, 2023, and any subsequent reports on Forms 10-Q and 8-K. Except as required by law, we do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise. 27 Table of Contents Overview Visa is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies. We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through VisaNet, our proprietary advanced transaction processing network. We offer products, solutions and services that facilitate secure, reliable and efficient money movement for all participants in the ecosystem. Financial overview. A summary of our as-reported U.S. GAAP and non-GAAP operating results is as follows: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 % Change (1) 2024 2023 % Change (1) (in millions, except percentages and per share data) Net revenue $ 8,775 $ 7,985 10 % $ 17,409 $ 15,921 9 % Operating expenses $ 3,421 $ 2,649 29 % $ 6,101 $ 5,495 11 % Net income $ 4,663 $ 4,257 10 % $ 9,553 $ 8,436 13 % Diluted earnings per share $ 2.29 $ 2.03 12 % $ 4.68 $ 4.02 16 % Non-GAAP operating expenses (2) $ 2,871 $ 2,581 11 % $ 5,490 $ 5,020 9 % Non-GAAP net income (2) $ 5,117 $ 4,384 17 % $ 10,055 $ 8,965 12 % Non-GAAP diluted earnings per share (2) $ 2.51 $ 2.09 20 % $ 4.92 $ 4.27 15 % (1) Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. (2) For a full reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below. Highlights for the first half of fiscal 2024. For the three and six months ended March 31, 2024, net revenue increased 10% and 9% over the prior-year comparable periods, respectively, primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives. During the three and six months ended March 31, 2024, exchange rate movements did not have a material impact on net revenue growth. See Results of Operations—Net Revenue below for further discussion. For the three months ended March 31, 2024, GAAP operating expenses increased 29% over the prior-year comparable period, primarily driven by higher litigation provision and general and administrative expenses. For the six months ended March 31, 2024, GAAP operating expenses increased 11% over the prior-year comparable period, primarily driven by higher personnel and general and administrative expenses. See Results of Operations—Operating Expenses below for further discussion. During the three and six months ended March 31, 2024, exchange rate movements did not have a material impact on our operating expenses growth. For the three and six months ended March 31, 2024, non-GAAP operating expenses increased 11% and 9% over the prior-year comparable periods, respectively, primarily driven by higher general and administrative and personnel expenses. Acquisition. On January 16, 2024, we acquired Pismo Holdings (Pismo), a global cloud-native issuer processing and core banking platform, for a purchase consideration of $929 million. See Note 2—Acquisitions to our unaudited consolidated financial statements. Interchange multidistrict litigation. During the six months ended March 31, 2024, we recorded an additional accrual pursuant to the agreement to resolve the Injunctive Relief Class claims in the interchange multidistrict litigation. See Note 13—Legal Matters to our unaudited consolidated financial statements. Common stock repurchases. During the six months ended March 31, 2024, we repurchased 25 million shares of our class A common stock in the open market for $6.4 billion. As of March 31, 2024, our share repurchase program had remaining authorized funds of $23.6 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements. 28 Table of Contents Non-GAAP financial results. We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance. • Gains and losses on equity investments. Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment. These long-term investments are strategic in nature and are primarily private company investments. Gains and losses associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business. • Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as technology, customer relationships and trade names acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance. • Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. These costs also include retention equity and deferred compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination. We have excluded these amounts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business. • Litigation provision. Litigation provision includes significant accruals related to certain legal matters that are not covered by the U.S. retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and additional accruals associated with the interchange multidistrict litigation which are covered by the U.S. retrospective responsibility plan (U.S. covered litigation). Litigation provision associated with these matters can vary significantly based on the facts and circumstances related to each matter and do not correlate to the underlying performance of our business. During the three and six months ended March 31, 2024, and six months ended March 31, 2023, we have excluded these amounts to facilitate a comparison to our past operating performance. Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class B-1 common stock ultimately convert into shares of class A common stock. During the three and six months ended March 31, 2024, there was no conversion rate adjustment. During the six months ended March 31, 2023, basic and diluted earnings per class A common stock increased $0.01 and was unchanged, respectively, as a result of the downward adjustments of the class B-1 common stock conversion rate during the period. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements. • Lease consolidation costs. During the three and six months ended March 31, 2024, we recorded a charge within general and administrative expense associated with the consolidation of certain leased office spaces. We have excluded these amounts as they do not reflect the underlying performance of our business. 29 Table of Contents Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with U.S. GAAP. The following tables reconcile our as-reported financial measures, calculated in accordance with U.S. GAAP, to our respective non-GAAP financial measures: Three Months Ended March 31, 2024 Operating Expenses Non-operating Income (Expense) Income Tax Provision (1) Effective Income Tax Rate (2) Net Income Diluted Earnings Per Share (2) (in millions, except percentages and per share data) As reported $ 3,421 $ 159 $ 850 15.4 % $ 4,663 $ 2.29 (Gains) losses on equity investments, net — 30 7 23 0.01 Amortization of acquired intangible assets (43) — 10 33 0.02 Acquisition-related costs (26) — 1 25 0.01 Litigation provision (424) — 95 329 0.16 Lease consolidation costs (57) — 13 44 0.02 Non-GAAP $ 2,871 $ 189 $ 976 16.0 % $ 5,117 $ 2.51 Six Months Ended March 31, 2024 Operating Expenses Non-operating Income (Expense) Income Tax Provision (1) Effective Income Tax Rate (2) Net Income Diluted Earnings Per Share (2) (in millions, except percentages and per share data) As reported $ 6,101 $ 247 $ 2,002 17.3 % $ 9,553 $ 4.68 (Gains) losses on equity investments, net — 26 6 20 0.01 Amortization of acquired intangible assets (83) — 19 64 0.03 Acquisition-related costs (47) — 2 45 0.02 Litigation provision (424) — 95 329 0.16 Lease consolidation costs (57) — 13 44 0.02 Non-GAAP $ 5,490 $ 273 $ 2,137 17.5 % $ 10,055 $ 4.92 Three Months Ended March 31, 2023 Operating Expenses Non-operating Income (Expense) Income Tax Provision (1) Effective Income Tax Rate (2) Net Income Diluted Earnings Per Share (2) (in millions, except percentages and per share data) As reported $ 2,649 $ (58) $ 1,021 19.3 % $ 4,257 $ 2.03 (Gains) losses on equity investments, net — 90 19 71 0.03 Amortization of acquired intangible assets (46) — 10 36 0.02 Acquisition-related costs (22) — 2 20 0.01 Non-GAAP $ 2,581 $ 32 $ 1,052 19.4 % $ 4,384 $ 2.09 30 Table of Contents Six Months Ended March 31, 2023 Operating Expenses Non-operating Income (Expense) Income Tax Provision (1) Effective Income Tax Rate (2) Net Income Diluted Earnings Per Share (2) (in millions, except percentages and per share data) As reported $ 5,495 $ (171) $ 1,819 17.7 % $ 8,436 $ 4.02 (Gains) losses on equity investments, net — 196 43 153 0.07 Amortization of acquired intangible assets (89) — 19 70 0.03 Acquisition-related costs (45) — 4 41 0.02 Litigation provision (341) — 76 265 0.13 Non-GAAP $ 5,020 $ 25 $ 1,961 17.9 % $ 8,965 $ 4.27 (1) Determined by applying applicable tax rates. (2) Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers. 31 Table of Contents Payments volume and processed transactions. Payments volume is the primary driver for our service revenue, and the number of processed transactions is the primary driver for our data processing revenue. Payments volume represents the aggregate dollar amount of purchases made with cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume. Nominal payments volume is denominated in U.S. dollars and is calculated each quarter by applying an established U.S. dollar/foreign currency exchange rate for each local currency in which our volumes are reported. Processed transactions include payments and cash transactions, and represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks. The following table presents nominal payments and cash volume: U.S. International Visa Three Months Ended December 31, (1) Three Months Ended December 31, (1) Three Months Ended December 31, (1) 2023 2022 % Change (2) 2023 2022 % Change (2) 2023 2022 % Change (2) (in billions, except percentages) Nominal payments volume Consumer credit $ 601 $ 569 6 % $ 755 $ 697 8 % $ 1,356 $ 1,265 7 % Consumer debit (3) 743 707 5 % 764 664 15 % 1,507 1,372 10 % Commercial (4) 259 246 5 % 157 137 15 % 416 384 8 % Total nominal payments volume (2) $ 1,603 $ 1,522 5 % $ 1,677 $ 1,498 12 % $ 3,280 $ 3,020 9 % Cash volume (5) 150 151 (1 %) 484 466 4 % 634 617 3 % Total nominal volume (2),(6) $ 1,752 $ 1,673 5 % $ 2,161 $ 1,965 10 % $ 3,914 $ 3,637 8 % U.S. International Visa Six Months Ended December 31, (1) Six Months Ended December 31, (1) Six Months Ended December 31, (1) 2023 2022 % Change (2) 2023 2022 % Change (2) 2023 2022 % Change (2) (in billions, except percentages) Nominal payments volume Consumer credit $ 1,181 $ 1,120 5 % $ 1,491 $ 1,381 8 % $ 2,672 $ 2,501 7 % Consumer debit (3) 1,473 1,390 6 % 1,511 1,302 16 % 2,985 2,692 11 % Commercial (4) 518 492 5 % 307 268 15 % 825 759 9 % Total nominal payments volume (2) $ 3,172 $ 3,002 6 % $ 3,310 $ 2,951 12 % $ 6,482 $ 5,952 9 % Cash volume (5) 304 306 (1 %) 959 917 5 % 1,263 1,223 3 % Total nominal volume (2),(6) $ 3,476 $ 3,308 5 % $ 4,269 $ 3,868 10 % $ 7,745 $ 7,175 8 % 32 Table of Contents The following table presents the change in nominal and constant payments and cash volume: International Visa International Visa Three Months Ended December 31, 2023 vs. 2022 (1),(2) Three Months Ended December 31, 2023 vs. 2022 (1),(2) Six Months Ended December 31, 2023 vs. 2022 (1),(2) Six Months Ended December 31, 2023 vs. 2022 (1),(2) Nominal Constant (7) Nominal Constant (7) Nominal Constant (7) Nominal Constant (7) Payments volume growth Consumer credit growth 8 % 10 % 7 % 8 % 8 % 10 % 7 % 8 % Consumer debit growth (3) 15 % 13 % 10 % 9 % 16 % 13 % 11 % 9 % Commercial growth (4) 15 % 15 % 8 % 8 % 15 % 15 % 9 % 9 % Total payments volume growth 12 % 12 % 9 % 8 % 12 % 12 % 9 % 9 % Cash volume growth (5) 4 % 3 % 3 % 2 % 5 % 4 % 3 % 3 % Total volume growth 10 % 10 % 8 % 7 % 10 % 10 % 8 % 8 % (1) Service revenue in a given quarter is primarily assessed based on nominal payments volume in the prior quarter. Therefore, service revenue reported for the three and six months ended March 31, 2024 and 2023, respectively, was based on nominal payments volume reported by our financial institution clients for the three and six months ended December 31, 2023 and 2022, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material. (2) Figures in the table may not recalculate exactly due to rounding. Percentage changes and totals are calculated based on unrounded numbers. (3) Includes consumer prepaid volume and Interlink volume. (4) Includes large, medium and small business credit and debit, as well as commercial prepaid volume. (5) Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks. (6) Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal volume is provided by our financial institution clients, subject to review by Visa. (7) Growth on a constant-dollar basis excludes the impact of foreign currency fluctuations against the U.S. dollar. The following table presents the number of processed transactions: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 % Change (1) 2024 2023 % Change (1) (in millions, except percentages) Visa processed transactions 55,456 50,069 11 % 112,928 102,581 10 % (1) Figures in the table may not recalculate exactly due to rounding. Percentage change is calculated based on unrounded numbers. On occasion, previously presented information may be updated. Prior period updates are not material. Results of Operations Net Revenue The following table presents our net revenue earned in the U.S. and internationally: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 % Change (1) 2024 2023 % Change (1) (in millions, except percentages) U.S. $ 3,643 $ 3,540 3 % $ 7,288 $ 7,107 3 % International 5,132 4,445 15 % 10,121 8,814 15 % Net revenue $ 8,775 $ 7,985 10 % $ 17,409 $ 15,921 9 % (1) Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. Net revenue increased over the three and six-month prior-year comparable periods primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives. Our net revenue is impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenue denominated in local currencies are converted to U.S. dollars. During the three and six months ended March 31, 2024, exchange rate movements did not have a material impact on net revenue growth. 33 Table of Contents The following table presents the components of our net revenue: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 % Change (1) 2024 2023 % Change (1) (in millions, except percentages) Service revenue $ 4,033 $ 3,771 7 % $ 7,948 $ 7,282 9 % Data processing revenue 4,259 3,819 12 % 8,615 7,646 13 % International transaction revenue 2,984 2,749 9 % 6,003 5,546 8 % Other revenue 756 551 37 % 1,448 1,138 27 % Client incentives (3,257) (2,905) 12 % (6,605) (5,691) 16 % Net revenue $ 8,775 $ 7,985 10 % $ 17,409 $ 15,921 9 % (1) Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. • Service revenue increased primarily due to 9% growth in nominal payments volume over the three and six-month prior-year comparable periods. • Data processing revenue increased primarily due to 11% and 10% growth in processed transactions over the three and six-month prior-year comparable periods, respectively, and select pricing modifications. • International transaction revenue increased primarily due to growth in nominal cross-border volumes of 16% and 17% over the three and six-month prior-year comparable periods, respectively, excluding transactions within Europe, partially offset by lower volatility of a broad range of currencies. • Other revenue increased primarily due to growth in consulting and marketing services and select pricing modifications over the three and six-month prior-year comparable periods. • Client incentives increased primarily due to growth in payments volume over the three and six-month prior-year comparable periods. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts. Operating Expenses The following table presents the components of our total operating expenses: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 % Change (1) 2024 2023 % Change (1) (in millions, except percentages) Personnel $ 1,603 $ 1,515 6 % $ 3,082 $ 2,852 8 % Marketing 338 309 9 % 631 641 (2 %) Network and processing 189 179 6 % 370 357 4 % Professional fees 160 130 22 % 291 239 21 % Depreciation and amortization 249 234 7 % 496 461 8 % General and administrative 452 282 61 % 792 604 31 % Litigation provision 430 — NM 439 341 29 % Total operating expenses $ 3,421 $ 2,649 29 % $ 6,101 $ 5,495 11 % NM - Not meaningful (1) Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. • Personnel expenses increased during the three and six months ended March 31, 2024 primarily due to a higher number of employees and compensation, reflecting our strategy to invest in future growth. 34 Table of Contents • Marketing expenses increased during the three months ended March 31, 2024 primarily due to higher spending in various campaigns. Marketing expenses decreased during the six months ended March 31, 2024 primarily due to spend related to the FIFA World Cup TM in the prior year and absent in the current year, partially offset by higher spending in various campaigns. • Professional fees increased during the three and six months ended March 31, 2024 primarily due to higher advisory and consulting fees. The increase during the six months ended March 31, 2024 also included higher legal fees. • General and administrative expenses increased during the three and six months ended March 31, 2024 primarily due to lease consolidation costs, higher indirect taxes and higher usage of travel related card benefits. The increase during the three months ended March 31, 2024 also included unfavorable foreign currency fluctuations. • Litigation provision increased during the three months ended March 31, 2024 due to the accruals related to the uncovered litigation and U.S. covered litigation. Litigation provision increased during the six months ended March 31, 2024 due to the accruals related to the uncovered litigation, partially offset by lower accruals related to the U.S. covered litigation. See Note 13—Legal Matters to our unaudited consolidated financial statements. Non-operating Income (Expense) The following table presents the components of our non-operating income (expense): Three Months Ended March 31, Six Months Ended March 31, 2024 2023 % Change (1) 2024 2023 % Change (1) (in millions, except percentages) Interest expense $ (82) $ (142) (43 %) $ (269) $ (279) (4 %) Investment income (expense) and other 241 84 185 % 516 108 376 % Total non-operating income (expense) $ 159 $ (58) (375 %) $ 247 $ (171) (245 %) (1) Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. • Interest expense decreased during the three months ended March 31, 2024 primarily due to higher interest benefit related to taxes, partially offset by higher losses from derivative instruments. Interest expense decreased during the six months ended March 31, 2024 primarily due to higher interest benefit related to taxes and lower interest expense related to lower outstanding debt, partially offset by losses from derivative instruments. • Investment income (expense) and other increased during the three months ended March 31, 2024, primarily due to higher interest income on our cash and investments and lower losses on our investments. Investment income (expense) and other increased during the six months ended March 31, 2024, primarily due to higher interest income on our cash and investments and gains on our investments. 35 Table of Contents Effective Income Tax Rate The following table presents our effective income tax rates: Three Months Ended March 31, Six Months Ended March 31, 2024 2023 2024 2023 Effective income tax rate 15 % 19 % 17 % 18 % The difference in the effective tax rates is primarily due to the following: • During the three and six months ended March 31, 2024, a $184 million tax benefit as a result of the conclusion of an audit; and • During the six months ended March 31, 2023, a $142 million tax benefit due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination. Liquidity and Capital Resources Cash Flow Data The following table summarizes our cash flow activity for the periods presented: Six Months Ended March 31, 2024 2023 (in millions) Total cash provided by (used in): Operating activities $ 8,152 $ 8,031 Investing activities $ (3,065) $ (835) Financing activities $ (8,253) $ (9,273) Operating activities. Cash provided by operating activities for the six months ended March 31, 2024 was higher than the prior-year comparable period primarily due to growth in our underlying business, partially offset by higher incentive payments. Investing activities. Cash used in investing activities for the six months ended March 31, 2024 was higher than the prior-year comparable period primarily due to cash paid for acquisitions, net of cash acquired, higher purchases, net of maturities and sales, of investment securities and cash received from the settlement of net investment hedge derivative instruments in the prior year. See Note 2—Acquisitions to our unaudited consolidated financial statements . Financing activities. Cash used in financing activities for the six months ended March 31, 2024 was lower than the prior-year comparable period primarily due to the principal debt payment upon maturity of our December 2022 senior notes in the prior year, partially offset by higher share repurchases and higher dividends paid. See Note 7—Debt and Note 9—Stockholders’ Equity to our unaudited consolidated financial statements . Sources of Liquidity Our primary sources of liquidity are cash on hand, cash flow from our operations, our investment portfolio and access to various equity and borrowing arrangements. Funds from operations are maintained in cash and cash equivalents and short-term or long-term investment securities based upon our funding requirements, access to liquidity from these holdings and the returns that these holdings provide. Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances. 36 Table of Contents Uses of Liquidity There has been no significant change to our primary uses of liquidity since September 30, 2023, except as discussed below. Common stock repurchases. During the six months ended March 31, 2024, we repurchased shares of our class A common stock in the open market for $6.4 billion. As of March 31, 2024, our share repurchase program had remaining authorized funds of $23.6 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements. Dividends . During the six months ended March 31, 2024, we declared and paid $2.1 billion in dividends to holders of our common and preferred stock. On April 23, 2024, our board declared a quarterly cash dividend of $0.52 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis). See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements. We expect to continue paying quarterly dividends in cash, subject to approval by the board. Acquisition . On January 16 2024, we acquired Pismo for a purchase consideration of $929 million. See Note 2—Acquisitions to our unaudited consolidated financial statements. Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense s. This standard also enhances interim disclosure requirements and provides new segment disclosure requirements for entities with a single reportable segment. This ASU is effective for our annual periods beginning October 1, 2024, and interim periods beginning October 1, 2025, and requires retrospective application to all prior periods presented. We are currently evaluating the impact of the ASU on our disclosures. In December 2023, the FASB issued ASU 2023-09, which provides improvements to income tax disclosures. This standard requires disaggregated information related to effective tax rate reconciliation as well as information on income taxes paid. This ASU is effective for our annual periods beginning October 1, 2025, and requires prospective application with the option to apply the standard retrospectively. We are currently evaluating the impact of the ASU on our disclosures. ITEM 3. Quantitative and Qualitative Disclosures about Market Risk There have been no significant changes to our market risks since September 30, 2023.