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Item 1. Financial Statements

2024-07-24 compared with 2024-04-24 · 189 added, 101 removed, 755 unchanged (28% of the section changed)

33 unchanged sentences

Commitments and contingencies (Note 13)

Preferred stock, $ 0.0001 par value, 5 shares issued and outstanding as of March 31, 2024 and September 30, 2023

Preferred stock, $ 0.0001 par value, 5 shares issued and outstanding as of June 30, 2024 and September 30, 2023

Common stock, $ 0.0001 par value:

Class A common stock, 1,574 and 1,594 shares issued and outstanding as of March 31, 2024 and September 30, 2023, respectively

Class B-1 common stock, 245 shares issued and outstanding as of March 31, 2024 and September 30, 2023

Class C common stock, 9 and 10 shares issued and outstanding as of March 31, 2024 and September 30, 2023, respectively

Class A common stock, 1,678 and 1,594 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively

Class B-1 and B-2 total common stock, 125 and 245 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively

Class C common stock, 27 and 10 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively

Right to recover for covered losses ( 46 ) ( 140 )

12 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

21 unchanged sentences

Class B-1 common stock $ 3.82 $ 3.20 $ 11.25 $ 9.65

Class B-2 common stock (1)

$ 3.82 $ — $ 11.25 $ —

Class C common stock $ 9.62 $ 8.00 $ 28.35 $ 24.10

2 unchanged sentences

Class B-1 common stock 97 245 196 245

Class B-2 common stock (1)

Class C common stock 29 10 16 10

2 unchanged sentences

Class B-1 common stock $ 3.81 $ 3.19 $ 11.24 $ 9.64

Class B-2 common stock (1)

$ 3.81 $ — $ 11.24 $ —

Class C common stock $ 9.60 $ 7.99 $ 28.31 $ 24.08

2 unchanged sentences

Class B-1 common stock 97 245 196 245

Class B-2 common stock (1)

Class C common stock 29 10 16 10

(1) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer.

See Note 9—Stockholders’ Equity for further details.

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

1 unchanged sentence

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

22 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

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

4 unchanged sentences

(in millions, except per share data)

Balance as of December 31, 2023 5 $ 1,615 1,836 $ 20,490 $ ( 139 ) $ 18,422 $ ( 655 ) $ 39,733

Balance as of March 31, 2024 5 $ 1,602 1,828 $ 20,709 $ ( 175 ) $ 19,347 $ ( 998 ) $ 40,485

Net income 4,872 4,872

2 unchanged sentences

VE territory covered losses incurred ( 21 ) ( 21 )

Conversion to class A common stock

Recovery through conversion rate adjustment ( 156 ) 150 ( 6 )

Conversions to class A common stock

( 21 ) 91 21 —

Class B-1 common stock exchange offer

Share-based compensation

3 unchanged sentences

( 1,056 ) ( 1,056 )

Repurchase of class A common stock ( 10 ) ( 106 ) ( 2,678 ) ( 2,784 )

Balance as of March 31, 2024 5 $ 1,602 1,828 $ 20,709 $ ( 175 ) $ 19,347 $ ( 998 ) $ 40,485

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

Repurchases of class A common stock

( 17 ) ( 185 ) ( 4,585 ) ( 4,770 )

Balance as of June 30, 2024 5 $ 1,425 1,830 $ 20,832 $ ( 46 ) $ 18,578 $ ( 1,060 ) $ 39,729

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Six Months Ended March 31, 2024

Nine Months Ended June 30, 2024

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

10 unchanged sentences

Recovery through conversion rate adjustment ( 181 ) 175 ( 6 )

Conversion to class A common stock

Conversions to class A common stock

( 92 ) 93 92 —

Class B-1 common stock exchange offer

Share-based compensation

4 unchanged sentences

( 3,176 ) ( 3,176 )

Repurchase of class A common stock ( 25 ) ( 267 ) ( 6,126 ) ( 6,393 )

Balance as of March 31, 2024 5 $ 1,602 (1)

Repurchases of class A common stock

( 42 ) ( 452 ) ( 10,711 ) ( 11,163 )

(1) As of March 31, 2024 and September 30, 2023, the book value of series A preferred stock was $ 385 million and $ 456 million, respectively.

Balance as of June 30, 2024 5 $ 1,425 (1)

1,830 $ 20,832 $ ( 46 ) $ 18,578 $ ( 1,060 ) $ 39,729

(1) As of June 30, 2024 and September 30, 2023, the book value of series A preferred stock was $ 364 million and $ 456 million, 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.

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

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

4 unchanged sentences

(in millions, except per share data)

Balance as of December 31, 2022 5 $ 1,981 1,881 $ 19,827 $ ( 28 ) $ 16,403 $ ( 1,259 ) $ 36,924

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

1 unchanged sentence

VE territory covered losses incurred ( 6 ) ( 6 )

Conversion to class A common stock

Recovery through conversion rate adjustment ( 16 ) 16 —

Conversions to class A common stock

( 83 ) 1 83 —

4 unchanged sentences

( 937 ) ( 937 )

Repurchase of class A common stock ( 10 ) ( 107 ) ( 2,109 ) ( 2,216 )

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

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

Repurchases 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.

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Six Months Ended March 31, 2023

Nine Months Ended June 30, 2023

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

10 unchanged sentences

Recovery through conversion rate adjustment ( 30 ) 31 1

Conversion to class A common stock

Conversions to class A common stock

( 508 ) 8 508 —

2 unchanged sentences

Restricted stock and performance-based shares settled in cash for taxes ( 1 ) ( 125 ) ( 125 )

( 118 ) ( 118 )

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

( 2,823 ) ( 2,823 )

Repurchase of class A common stock ( 26 ) ( 275 ) ( 5,056 ) ( 5,331 )

Balance as of March 31, 2023 5 $ 1,885 (1)

Repurchases of class A common stock

( 39 ) ( 418 ) ( 7,977 ) ( 8,395 )

(1) As of March 31, 2023 and September 30, 2022, the book value of series A preferred stock was $ 627 million and $ 1.0 billion, respectively.

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

1,862 $ 20,290 $ ( 25 ) $ 17,908 $ ( 978 ) $ 38,981

(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.

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.

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

(in millions)

30 unchanged sentences

Financing Activities

Repurchase of class A common stock ( 6,338 ) ( 5,309 )

Repurchases of class A common stock ( 10,865 ) ( 8,350 )

Repayments of debt — ( 2,250 )

Dividends paid ( 3,176 ) ( 2,823 )

Cash proceeds from issuance of class A common stock under equity plans 183 118

Proceeds from issuance of class A common stock under equity plans 267 189

Restricted stock and performance-based shares settled in cash for taxes ( 189 ) ( 125 )

42 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

11 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

4 unchanged sentences

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

As of March 31, 2024, the remaining performance obligations were $ 3.4 billion.

As of June 30, 2024, the remaining performance obligations were $ 3.7 billion.

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

11 unchanged sentences

$ 19,276 $ 21,990

During the nine months ended June 30, 2024, right-of-use assets obtained in exchange for lease liabilities was $ 387 million.

and Europe Retrospective Responsibility Plans

9 unchanged sentences

litigation escrow account:

Six Months Ended

Nine Months Ended

(in millions)

16 unchanged sentences

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:

Six Months Ended

March 31, 2024

Nine Months Ended

June 30, 2024

Preferred Stock Right to Recover for Covered Losses

8 unchanged sentences

$ 280 $ 781 $ ( 46 )

Six Months Ended

March 31, 2023

Nine Months Ended

June 30, 2023

Preferred Stock Right to Recover for Covered Losses

12 unchanged sentences

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

March 31, 2024 September 30, 2023

June 30, 2024 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 March 31, 2024, the as-converted value of preferred stock is calculated as the product of:

(2) As of June 30, 2024, the as-converted value of preferred stock is calculated as the product of:

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

5 unchanged sentences

and (c) $ 230.01 , Visa’s class A common stock closing stock price.

As required by the litigation management deed, on June 21, 2024, the eighth anniversary of the Visa Europe acquisition, Visa, in consultation with the VE territories litigation management committee, carried out a release assessment.

After the completion of this assessment, the Company released approximately $ 2.7 billion of the as-converted value from its series B and C preferred stock and issued approximately 99,264 shares of series A preferred stock on July 19, 2024 (Eighth Anniversary Release).

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

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

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

Effective July 19, 2024, the release resulted in series B and C conversion rate reductions of 1.6950 and 1.8190 , respectively.

Note 6—Fair Value Measurements and Investments

4 unchanged sentences

2024 September 30,

2023 March 31,

2023 June 30,

2024 September 30,

31 unchanged sentences

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

March 31, 2024

June 30, 2024

Cost Gross Unrealized Fair

10 unchanged sentences

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

March 31, 2024

June 30, 2024

Less Than 12 Months

20 unchanged sentences

Equity Securities

For the three months ended March 31, 2024 and 2023, the Company recognized net unrealized losses of $ 23 million and $ 82 million, respectively, on marketable and non-marketable equity securities held as of period end.

For the six months ended March 31, 2024 and 2023, the Company recognized net unrealized gains of $ 13 million and net unrealized losses of $ 184 million, respectively, on marketable and non-marketable equity securities held as of period end.

For the three months ended June 30, 2024 and 2023, the Company recognized net unrealized losses of $ 16 million and net unrealized gains of $ 96 million, respectively, on marketable and non-marketable equity securities held as of period end.

For the nine months ended June 30, 2024 and 2023, the Company recognized net unrealized losses of $ 3 million and $ 85 million, respectively, on marketable and non-marketable equity securities held as of period end.

Fair value measurement alternative.

9 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

2 unchanged sentences

Downward adjustments, including impairment

$ ( 13 ) $ — $ ( 28 ) $ ( 86 )

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 March 31, 2024, the carrying value and estimated fair value of debt was $ 20.6 billion and $ 18.6 billion, respectively.

As of June 30, 2024, the carrying value and estimated fair value of debt was $ 20.6 billion and $ 18.3 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 March 31, 2024, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities.

As of June 30, 2024, 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 an annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2024, and concluded there was no impairment as of that date.

No recent events or changes in circumstances indicated that impairment existed as of March 31, 2024 .

No recent events or changes in circumstances indicated that impairment existed as of June 30, 2024 .

The Company had outstanding debt as follows:

49 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 six months ended March 31, 2024, the Company’s maximum daily settlement exposure was $ 133.7 billion and the average daily settlement exposure was $ 82.3 billion.

During the nine months ended June 30, 2024, the Company’s maximum daily settlement exposure was $ 136.8 billion and the average daily settlement exposure was $ 83.4 billion.

To mitigate the risk of settlement exposure, the Company holds various forms of collateral including restricted cash, letters of credit, guarantees, beneficial rights to trust assets and pledged securities.

As of March 31, 2024, the Company had total collateral of $ 7.2 billion.

As of June 30, 2024, the Company had total collateral of $ 7.3 billion.

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:

March 31, 2024 September 30, 2023

June 30, 2024 September 30, 2023

Outstanding Conversion Rate Into

10 unchanged sentences

8 245 1.5875 (3)

Class B-2 common stock

120 1.5875 (3)

4 unchanged sentences

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

(3) The class B-1 to class A common stock conversion rate is presented on a rounded basis.

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

(3) The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.

Conversion rates are presented on a rounded basis.

(4) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer.

See class B-1 common stock exchange offer below for further details.

Series A preferred stock issuance.

On July 19, 2024, the Company issued approximately 99,264 shares of series A preferred stock in connection with the Eighth Anniversary Release.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans.

Reduction in as-converted shares.

2 unchanged sentences

retrospective responsibility plan:

Six Months Ended

Nine Months Ended

(in millions, except per share data)

3 unchanged sentences

litigation escrow account $ — $ 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.

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:

Six Months Ended

March 31, 2024 Six Months Ended

March 31, 2023

Nine Months Ended

June 30, 2024 Nine Months Ended

June 30, 2023

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 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

5 unchanged sentences

$ 4,770 $ 3,064 $ 11,163 $ 8,395

(1) Shares repurchased in the open market reflect repurchases that settled during the three and six months ended March 31, 2024 and 2023.

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

(1) Shares repurchased in the open market are retired and constitute authorized but unissued shares.

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

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

Shares repurchased in the open market include $ 200 million unsettled repurchases as of June 30, 2024.

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 March 31, 2024, the Company’s share repurchase program had remaining authorized funds of $ 23.6 billion.

As of June 30, 2024, the Company’s share repurchase program had remaining authorized funds of $ 18.9 billion.

All share repurchase programs authorized prior to October 2023 have been completed.

1 unchanged sentence

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 by allowing holders to exchange a portion of their outstanding shares of class B common stock for shares of freely tradeable class C common stock.

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

All references to class B common stock outstanding prior to January 23, 2024 have been updated in this report to class B-1 common stock to reflect this redenomination.

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 is tendered in exchange and retired.

When referred to prior to January 23, 2024, class B common stock means the Company’s legacy class B common stock, and following January 23, 2024, means the Company’s class B-1 common stock, and to the extent issued in an exchange offer, class B-2 common stock, class B-3 common stock, class B-4 common stock and class B-5 common stock, collectively.

When referred to prior to January 23, 2024, class B common stock means the Company’s legacy class B common stock, and following January 23, 2024, means the Company’s class B-1 common stock and class B-2 common stock, and to the extent issued in a subsequent exchange offer, class B-3 common stock, class B-4 common stock and class B-5 common stock, collectively.

Class B-1 common stock exchange offer .

On May 6, 2024, Visa accepted 241 million shares of class B-1 common stock tendered in the exchange offer.

In exchange, on May 8, 2024, Visa issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock.

The class B-1 common shares exchanged have been retired and constitute authorized but unissued shares.

Future conversion rate adjustments for

the class B-2 common stock will have double the impact compared to conversion rate adjustments for the class B-1 common stock.

Portions of the class C common stock received in the exchange offer are subject to temporary transfer restrictions up to 90 days from the exchange offer acceptance date.

Capital stock authorized.

As of March 31, 2024 and September 30, 2023, the Company was authorized to issue 25 million shares of preferred stock, of which the following series have been created and authorized:

As of June 30, 2024 and September 30, 2023, the Company was authorized to issue 25 million shares of preferred stock, of which the following series have been created and authorized:

4 million shares of series A convertible participating preferred stock, 2 million shares of series B convertible participating preferred stock and 3 million shares of series C convertible participating preferred stock.

As of March 31, 2024, the Company was authorized to issue 2.0 trillion shares of class A common stock, 499 million shares of class B-1 common stock, 123 million shares of class B-2 common stock, 61 million shares of class B-3 common stock, 31 million shares of class B-4 common stock, 15 million shares of class B-5 common stock and 1.1 billion shares of class C common stock.

As of June 30, 2024, the Company was authorized to issue 2.0 trillion shares of class A common stock, 499 million shares of class B-1 common stock, 123 million shares of class B-2 common stock, 61 million shares of class B-3 common stock, 31 million shares of class B-4 common stock, 15 million shares of class B-5 common stock and 1.1 billion shares of class C common stock.

As of September 30, 2023, the Company was authorized to issue 2.0 trillion shares of class A common stock, 622 million shares of class B-1 common stock and 1.1 billion shares of class C common stock.

During the three months ended March 31, 2024 and 2023, the Company declared and paid dividends of $ 1,060 million and $ 941 million, respectively.

During the six months ended March 31, 2024 and 2023, the Company declared and paid dividends of $ 2.1 billion and $ 1.9 billion, respectively.

On April 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 all other outstanding common and preferred stock on an as-converted basis), payable on June 3, 2024, to all holders of record as of May 17, 2024.

During the three months ended June 30, 2024 and 2023, the Company declared and paid dividends of $ 1,056 million and $ 937 million, respectively.

During the nine months ended June 30, 2024 and 2023, the Company declared and paid dividends of $ 3.2 billion and $ 2.8 billion, respectively.

On July 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 all other outstanding common and preferred stock on an as-converted basis), payable on September 3, 2024, to all holders of record as of August 9, 2024.

Note 10—Earnings Per Share

The following table presents earnings per share for the three months ended March 31, 2024:

The following table presents earnings per share for the three months ended June 30, 2024:

Basic Earnings Per Share Diluted Earnings Per Share

4 unchanged sentences

Class B-1 common stock 372 97 $ 3.82 $ 371 97 $ 3.81

Class B-2 common stock (3)

283 74 $ 3.82 $ 282 74 $ 3.81

2 unchanged sentences

Net income $ 4,872

The following table presents earnings per share for the six months ended March 31, 2024:

The following table presents earnings per share for the nine months ended June 30, 2024:

Basic Earnings Per Share Diluted Earnings Per Share

4 unchanged sentences

Class B-1 common stock 2,209 196 $ 11.25 $ 2,206 196 $ 11.24

Class B-2 common stock (3)

277 25 $ 11.25 $ 276 25 $ 11.24

2 unchanged sentences

Net income $ 14,425

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

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

Basic Earnings Per Share Diluted Earnings Per Share

8 unchanged sentences

Net income $ 4,156

The following table presents earnings per share for the six months ended March 31, 2023:

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

Basic Earnings Per Share Diluted Earnings Per Share

8 unchanged sentences

Net income $ 12,592

(1) The weighted-average number of shares of as-converted class B-1 common stock used in the income allocation was 390 million for the three and six months ended March 31, 2024 and 393 million for the three and six months ended March 31, 2023.

The weighted-average number of shares of as-converted class C common stock used in the income allocation was 37 million and 38 million for the three and six months ended March 31, 2024, respectively, and 39 million for the three and six months ended March 31, 2023.

The weighted-average number of shares of preferred stock included within participating securities was 6 million of as-converted series A preferred stock for the three and six months ended March 31, 2024 and 10 million and 11 million of as-converted series A preferred stock for the three and six months ended March 31, 2023, respectively, 7 million of as-converted series B preferred stock for the three and six months ended March 31, 2024 and 2023, and 11 million of as-converted series C preferred stock for the three and six months ended March 31, 2024 and 2023.

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

1 unchanged sentence

(2) 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 six months ended March 31, 2024 and 2023.

The common stock equivalents are not material for the three and nine months ended June 30, 2024 and 2023.

(3) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer.

See Note 9—Stockholders’ Equity for further details.

The following table presents the weighted-average number of as-converted class A common stock outstanding used in the income allocation:

Three Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

(in millions)

Class B-1 common stock

155 393 312 393

Class B-2 common stock (1)

Class C common stock

Participating securities:

Series A preferred stock

Series B preferred stock

Series C preferred stock

(1) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer.

See Note 9—Stockholders’ Equity for further details.

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 six months ended March 31, 2024:

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 March 31, 2024 and 2023, the Company recorded share-based compensation cost related to the EIP of $ 235 million and $ 214 million, respectively.

For the six months ended March 31, 2024 and 2023, the Company recorded share-based compensation cost related to the EIP of $ 435 million and $ 384 million, respectively.

For the three months ended June 30, 2024 and 2023, the Company recorded share-based compensation cost related to the EIP of $ 203 million and $ 184 million, respectively.

For the nine months ended June 30, 2024 and 2023, the Company recorded share-based compensation cost related to the EIP of $ 638 million and $ 568 million, respectively.

Note 12—Income Taxes

For the three and six months ended March 31, 2024, the effective income tax rates were 15 % and 17 %, respectively, and for the three and six months ended March 31, 2023, the effective income tax rates were 19 % and 18 %, respectively.

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;

• 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.

During the three and six months ended March 31, 2024, the Company’s gross unrecognized tax benefits decreased by $ 117 million and $ 4 million, respectively, and the Company’s net unrecognized tax benefits decreased by $ 159 million and $ 130 million, respectively.

The change in unrecognized tax benefits is primarily due to the recognition of previously unrecognized tax benefits as a result of the conclusion of an audit, partially offset by an increase in gross timing differences as well as various tax positions across several jurisdictions.

During the three and six months ended March 31, 2024, the Company’s accrued interest related to uncertain tax positions decreased by $ 72 million and $ 51 million, respectively.

During the three and six months ended March 31, 2023, there were no significant changes in accrued interest related to uncertain tax positions.

For the three and nine months ended June 30, 2024, the effective income tax rates were 19 % and 18 %, respectively, and for the three and nine months ended June 30, 2023, the effective income tax rates were 19 % and 18 %, respectively.

The effective income tax rates differ primarily due to the following:

• During the nine months ended June 30, 2024, a $ 184 million tax benefit as a result of the conclusion of an audit;

• During the nine months ended June 30, 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.

During the three and nine months ended June 30, 2024, the Company’s gross unrecognized tax benefits increased by $ 219 million and $ 215 million, respectively, and the Company’s net unrecognized tax benefits increased by $ 29 million and decreased by $ 101 million, respectively.

The change in unrecognized tax benefits is related to various tax positions across several jurisdictions, including an increase in gross timing differences.

Additionally, the nine months ended June 30, 2024 included the recognition of previously unrecognized tax benefits as a result of the conclusion of an audit.

During the three and nine months ended June 30, 2024, the Company’s accrued interest related to uncertain tax positions increased by $ 18 million and decreased by $ 33 million, respectively.

During the three and nine months ended June 30, 2023, there were no significant changes in accrued interest related to uncertain tax positions.

The Company has an unresolved issue with the Internal Revenue Service (IRS) related to certain income tax deductions for fiscal years 2008 through 2015.

In June 2024, the Company filed a complaint with the U.S.

Court of Federal Claims challenging the position of the IRS.

See further discussion in Note 13—Legal Matters .

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

14 unchanged sentences

The following table summarizes the activity related to accrued litigation:

Six Months Ended

Nine Months Ended

(in millions)

22 unchanged sentences

covered litigation:

Six Months Ended

Nine Months Ended

(in millions)

6 unchanged sentences

$ 1,557 $ 1,539

During the three and six months ended March 31, 2024, the Company recorded an additional accrual pursuant to the agreement to resolve the Injunctive Relief Class claims in the interchange multidistrict litigation.

During the three and nine months ended June 30, 2024, the Company recorded additional accruals to address claims associated with the interchange multidistrict litigation.

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.

1 unchanged sentence

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 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.

8 unchanged sentences

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

Six Months Ended

Nine Months Ended

(in millions)

19 unchanged sentences

that, among other things, streamline requirements for merchants who wish to impose a surcharge on credit transactions.

On March 26, 2024, the Injunctive Relief Class plaintiffs filed a motion for preliminary approval of the settlement.

On March 26, 2024, the Injunctive Relief Class plaintiffs filed a motion for preliminary approval of the settlement, which was denied on June 25, 2024.

On May 28, 2024, the district court denied the Lanning and Camp Grounds plaintiffs’ motion for partial summary judgment, and the Lanning and Camp Grounds plaintiffs and another gasoline retailer have appealed.

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.

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.

payment facilitators.

On December 4, 2023, plaintiffs in certain of the individual merchant actions served a motion for partial summary judgment or a joinder in partial summary judgment motions.

3 unchanged sentences

On April 2, 2024, the district court granted in part and denied in part defendants’ motion for summary judgment on certain plaintiffs’ monopolization claims.

On May 28, 2024, the district court granted defendants’ motion to enforce the Amended Settlement Agreement, and denied a motion by Intuit for partial summary judgment, regarding claims in the actions brought by certain plaintiffs in their capacity as payment facilitators.

On July 8, 2024, the Judicial Panel on Multidistrict Litigation (JPML) remanded the action led by Grubhub Holdings Inc.

District Court for the Northern District of Illinois.

On July 17, 2024, the JPML remanded the actions led by Target Corporation and by 7-Eleven, Inc.

District Court for the Southern District of New York.

Consumer Interchange Litigation

8 unchanged sentences

From February 14 to March 28, 2024, a trial occurred to consider whether certain interchange rates restrict competition in violation of UK antitrust law.

In the class action claims filed before the UK Competition Appeal Tribunal, a class certification rehearing took place in April 2024.

In the class action claims filed before the UK Competition Appeal Tribunal (CAT), a class certification rehearing took place in April 2024.

In June 2024, the CAT granted class certification in the claim regarding interchange fees on commercial credit cards.

Other Litigation

European Commission Interregional Interchange Investigation

On July 5, 2024, the European Commission acknowledged a public undertaking from Visa that will extend the interregional interchange rate limits agreed in April 2019 for an additional five years, until November 1, 2029.

The rate limits apply to consumer debit and credit cards issued outside the European Economic Area (EEA), when used at merchants located within the EEA.

ATM Access Fee Litigation

On May 2, 2024, in the consumer class action naming Visa, Mastercard and three financial institutions as defendants, Mackmin v.

Visa Inc., et al., Visa and Mastercard entered a definitive class settlement agreement with plaintiffs in that action, subject to court approval.

Plaintiffs in Mackmin filed a motion for preliminary approval of the settlement on May 29, 2024.

The remaining consumer action, Burke v.

Visa Inc., et a l., and the National ATM Council class action, are still pending.

Pulse Network

Visa has reached a settlement with Pulse and the suit has been dismissed.

MiCamp Solutions

12 unchanged sentences

District Court for the Eastern District of New York for coordinated or consolidated pretrial proceedings with the MDL.

On February 2, 2024, the Judicial Panel on Multidistrict Litigation entered a conditional transfer order conditionally transferring the case to the MDL.

On February 2, 2024, the JPML entered a conditional transfer order conditionally transferring the case to the MDL.

On February 26, 2024, plaintiffs filed a motion to vacate the conditional transfer order.

On June 5, 2024, the JPML transferred the case to MDL 1720.

On July 11, 2024, the JPML remanded the case to the U.S.

District Court for the Southern District of Illinois.

Income Tax Litigation

On June 21, 2024, the Company filed a complaint against the United States in the U.S.

Court of Federal Claims.

The complaint challenges the denial by the IRS of certain income tax deductions from 2008 through 2015 related to software that the Company developed in the United States for utilization by Visa clients.

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