VISA INC. 10-Q

ITEM 1. Financial Statements (Unaudited) VISA CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2024 September 30, 2023 (in millions, except per share data) Assets Cash and cash equivalents $ 12,947 $ 16,286 Restricted cash equivalents—U.S. litigation escrow 1,596 1,764 Investment securities 3,697 3,842 Settlement receivable 2,128 2,183 Accounts receivable 2,521 2,291 Customer collateral 3,472 3,005 Current portion of client incentives 1,821 1,577 Prepaid expenses and other current assets 2,857 2,584 Total current assets 31,039 33,532 Investment securities 3,037 1,921 Client incentives 4,133 3,789 Property, equipment and technology, net 3,766 3,425 Goodwill 18,816 17,997 Intangible assets, net 26,243 26,104 Other assets 4,006 3,731 Total assets $ 91,040 $ 90,499 Liabilities Accounts payable $ 331 $ 375 Settlement payable 2,576 3,269 Customer collateral 3,472 3,005 Accrued compensation and benefits 1,251 1,506 Client incentives 8,562 8,177 Accrued liabilities 4,732 5,015 Accrued litigation 1,688 1,751 Total current liabilities 22,612 23,098 Long-term debt 20,602 20,463 Deferred tax liabilities 5,119 5,114 Other liabilities 2,978 3,091 Total liabilities 51,311 51,766 Commitments and contingencies (Note 13) Equity Preferred stock, $ 0.0001 par value, 5 shares issued and outstanding as of June 30, 2024 and September 30, 2023 1,425 1,698 Common stock, $ 0.0001 par value: 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 ) Additional paid-in capital 20,832 20,452 Accumulated income 18,578 18,040 Accumulated other comprehensive income (loss): Investment securities ( 19 ) ( 64 ) Defined benefit pension and other postretirement plans ( 145 ) ( 155 ) Derivative instruments ( 120 ) ( 177 ) Foreign currency translation adjustments ( 776 ) ( 921 ) Total accumulated other comprehensive income (loss) ( 1,060 ) ( 1,317 ) Total equity 39,729 38,733 Total liabilities and equity $ 91,040 $ 90,499 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 3 Table of Contents VISA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED ) Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 (in millions, except per share data) Net revenue $ 8,900 $ 8,123 $ 26,309 $ 24,044 Operating Expenses Personnel 1,573 1,481 4,655 4,333 Marketing 378 297 1,009 938 Network and processing 200 182 570 539 Professional fees 152 133 443 372 Depreciation and amortization 264 235 760 696 General and administrative 382 314 1,174 918 Litigation provision 13 457 452 798 Total operating expenses 2,962 3,099 9,063 8,594 Operating income 5,938 5,024 17,246 15,450 Non-operating Income (Expense) Interest expense ( 196 ) ( 182 ) ( 465 ) ( 461 ) Investment income (expense) and other 247 304 763 412 Total non-operating income (expense) 51 122 298 ( 49 ) Income before income taxes 5,989 5,146 17,544 15,401 Income tax provision 1,117 990 3,119 2,809 Net income $ 4,872 $ 4,156 $ 14,425 $ 12,592 Basic Earnings Per Share Class A common stock $ 2.40 $ 2.00 $ 7.09 $ 6.03 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 Basic Weighted-average Shares Outstanding Class A common stock 1,610 1,614 1,591 1,623 Class B-1 common stock 97 245 196 245 Class B-2 common stock (1) 74 — 25 — Class C common stock 29 10 16 10 Diluted Earnings Per Share Class A common stock $ 2.40 $ 2.00 $ 7.08 $ 6.02 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 Diluted Weighted-average Shares Outstanding Class A common stock 2,029 2,080 2,038 2,092 Class B-1 common stock 97 245 196 245 Class B-2 common stock (1) 74 — 25 — 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. 4 Table of Contents VISA CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 (in millions) Net income $ 4,872 $ 4,156 $ 14,425 $ 12,592 Other comprehensive income (loss): Investment securities: Net unrealized gain (loss) 7 ( 18 ) 57 33 Income tax effect ( 1 ) 4 ( 12 ) ( 7 ) Defined benefit pension and other postretirement plans: Net unrealized actuarial gain (loss) and prior service credit (cost) — 1 8 6 Income tax effect — — ( 2 ) ( 1 ) Reclassification adjustments — 3 6 7 Income tax effect — ( 1 ) ( 2 ) ( 1 ) Derivative instruments: Net unrealized gain (loss) 73 ( 4 ) 54 ( 195 ) Income tax effect ( 11 ) 5 ( 2 ) 36 Reclassification adjustments ( 21 ) 18 12 17 Income tax effect 1 ( 10 ) ( 7 ) ( 17 ) Foreign currency translation adjustments: Translation adjustments ( 100 ) 14 131 1,513 Income tax effect ( 10 ) — 14 — Other comprehensive income (loss) ( 62 ) 12 257 1,391 Comprehensive income $ 4,810 $ 4,168 $ 14,682 $ 13,983 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 5 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) Three Months Ended June 30, 2024 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (in millions, except per share data) 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 Other comprehensive income (loss) ( 62 ) ( 62 ) VE territory covered losses incurred ( 21 ) ( 21 ) Recovery through conversion rate adjustment ( 156 ) 150 ( 6 ) Conversions to class A common stock — (1) ( 21 ) 91 21 — Class B-1 common stock exchange offer ( 73 ) — (1) — Share-based compensation 211 211 Stock issued under equity plans 1 84 84 Restricted stock and performance-based shares settled in cash for taxes — (1) ( 8 ) ( 8 ) Cash dividends declared and paid, at a quarterly amount of $ 0.52 per class A common stock ( 1,056 ) ( 1,056 ) 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. 6 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Nine Months Ended June 30, 2024 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of September 30, 2023 5 $ 1,698 (1) 1,849 $ 20,452 $ ( 140 ) $ 18,040 $ ( 1,317 ) $ 38,733 Net income 14,425 14,425 Other comprehensive income (loss) 257 257 VE territory covered losses incurred ( 81 ) ( 81 ) Recovery through conversion rate adjustment ( 181 ) 175 ( 6 ) Conversions to class A common stock — (2) ( 92 ) 93 92 — Class B-1 common stock exchange offer ( 73 ) — (2) — Share-based compensation 662 662 Stock issued under equity plans 4 267 267 Restricted stock and performance-based shares settled in cash for taxes ( 1 ) ( 189 ) ( 189 ) Cash dividends declared and paid, at a quarterly amount of $ 0.52 per class A common stock ( 3,176 ) ( 3,176 ) Repurchases of class A common stock ( 42 ) ( 452 ) ( 10,711 ) ( 11,163 ) 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. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 7 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Three Months Ended June 30, 2023 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity 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) 12 12 VE territory covered losses incurred ( 6 ) ( 6 ) Recovery through conversion rate adjustment ( 16 ) 16 — Conversions to class A common stock — (1) ( 83 ) 1 83 — Share-based compensation 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 ) 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. 8 Table of Contents VISA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) (UNAUDITED) Nine Months Ended June 30, 2023 Preferred Stock Common Stock and Additional Paid-in Capital Right to Recover for Covered Losses Accumulated Income Accumulated Other Comprehensive Income (Loss) Total Equity Shares Amount Shares Amount (in millions, except per share data) Balance as of September 30, 2022 5 $ 2,324 (1) 1,890 $ 19,545 $ ( 35 ) $ 16,116 $ ( 2,369 ) $ 35,581 Net income 12,592 12,592 Other comprehensive income (loss) 1,391 1,391 VE territory covered losses incurred ( 21 ) ( 21 ) Recovery through conversion rate adjustment ( 30 ) 31 1 Conversions to class A common stock — (2) ( 508 ) 8 508 — Share-based compensation 591 591 Stock issued under equity plans 4 189 189 Restricted stock and performance-based shares settled in cash for taxes ( 1 ) ( 125 ) ( 125 ) Cash dividends declared and paid, at a quarterly amount of $ 0.45 per class A common stock ( 2,823 ) ( 2,823 ) Repurchases of class A common stock ( 39 ) ( 418 ) ( 7,977 ) ( 8,395 ) 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. See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 9 Table of Contents VISA CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended June 30, 2024 2023 (in millions) Operating Activities Net income $ 14,425 $ 12,592 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Client incentives 10,135 8,858 Share-based compensation 662 591 Depreciation and amortization 760 696 Deferred income taxes ( 99 ) ( 253 ) VE territory covered losses incurred ( 81 ) ( 21 ) (Gains) losses on equity investments, net 48 111 Other 122 ( 7 ) Change in operating assets and liabilities: Settlement receivable 92 ( 373 ) Accounts receivable ( 214 ) ( 228 ) Client incentives ( 10,317 ) ( 8,188 ) Other assets ( 173 ) ( 66 ) Accounts payable ( 27 ) ( 51 ) Settlement payable ( 765 ) 114 Accrued and other liabilities ( 1,216 ) ( 34 ) Accrued litigation ( 66 ) 87 Net cash provided by (used in) operating activities 13,286 13,828 Investing Activities Purchases of property, equipment and technology ( 948 ) ( 754 ) Investment securities: Purchases ( 4,443 ) ( 2,817 ) Proceeds from maturities and sales 3,866 2,410 Acquisitions, net of cash and restricted cash acquired ( 915 ) — Purchases of other investments ( 19 ) ( 81 ) Settlement of derivative instruments — 402 Other investing activities ( 51 ) 22 Net cash provided by (used in) investing activities ( 2,510 ) ( 818 ) Financing Activities Repurchases of class A common stock ( 10,865 ) ( 8,350 ) Repayments of debt — ( 2,250 ) Dividends paid ( 3,176 ) ( 2,823 ) 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 ) Other financing activities 399 167 Net cash provided by (used in) financing activities ( 13,564 ) ( 13,192 ) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents 74 844 Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents ( 2,714 ) 662 Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 21,990 20,377 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 19,276 $ 21,039 Supplemental Disclosure Cash paid for income taxes, net $ 4,699 $ 3,013 Interest payments on debt $ 534 $ 568 Accruals related to purchases of property, equipment and technology $ 30 $ 87 See accompanying notes, which are an integral part of these unaudited consolidated financial statements. 10 Table of Contents VISA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1—Summary of Significant Accounting Policies Organization. Visa Inc., together with its subsidiaries (Visa or the Company), is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories. Visa operates one of the world’s largest electronic payments networks — VisaNet — which provides transaction processing services, primarily authorization, clearing and settlement. The Company offers products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa’s financial institution clients. Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company consolidates its majority-owned and controlled entities, including variable interest entities (VIEs) for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its unaudited consolidated financial statements as of and for the periods presented. Intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements are presented in accordance with the U.S. Securities and Exchange Commission (SEC) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by U.S. GAAP. Reference should be made to Visa’s Annual Report on Form 10-K for the year ended September 30, 2023 for additional disclosures, including a summary of the Company’s significant accounting policies. In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year. Use of estimates. The preparation of the accompanying unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenue and expenses during the reporting period. These estimates may change as new events occur and additional information is obtained, and will be recognized in the period in which such changes occur. Future actual results could differ materially from these estimates. Note 2—Acquisitions On January 16, 2024, Visa acquired Pismo Holdings, a global cloud-native issuer processing and core banking platform, for a purchase consideration of $ 929 million. The Company allocated $ 139 million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $ 790 million to goodwill . 11 Table of Contents Note 3—Revenue The nature, amount, timing and uncertainty of the Company’s revenue and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenue by revenue category and by geography: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 (in millions) Service revenue $ 3,967 $ 3,668 $ 11,915 $ 10,950 Data processing revenue 4,489 4,105 13,104 11,751 International transaction revenue 3,194 2,920 9,197 8,466 Other revenue 780 597 2,228 1,735 Client incentives ( 3,530 ) ( 3,167 ) ( 10,135 ) ( 8,858 ) Net revenue $ 8,900 $ 8,123 $ 26,309 $ 24,044 Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 (in millions) U.S. $ 3,621 $ 3,443 $ 10,909 $ 10,550 International 5,279 4,680 15,400 13,494 Net revenue $ 8,900 $ 8,123 $ 26,309 $ 24,044 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 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. 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 revenue 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 on the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows: June 30, 2024 September 30, 2023 (in millions) Cash and cash equivalents $ 12,947 $ 16,286 Restricted cash and restricted cash equivalents: U.S. litigation escrow 1,596 1,764 Customer collateral 3,472 3,005 Prepaid expenses and other current assets 1,261 935 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 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. 12 Table of Contents Note 5—U.S. and Europe Retrospective Responsibility Plans U.S. Retrospective Responsibility Plan Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation (U.S. covered litigation) are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 13—Legal Matters . The following table presents the changes in the restricted cash equivalents—U.S. litigation escrow account: Nine Months Ended June 30, 2024 2023 (in millions) Balance as of beginning of period $ 1,764 $ 1,449 Deposits into the U.S. litigation escrow account — 850 Payments to opt-out merchants (1) , net of interest earned on escrow funds ( 168 ) ( 672 ) Balance as of end of period $ 1,596 $ 1,627 (1) These payments are associated with the interchange multidistrict litigation. See Note 13—Legal Matters . Europe Retrospective Responsibility Plan Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (VE territory covered litigation). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through a periodic adjustment to the class A common stock conversion rates applicable to the series B and C preferred stock. VE territory covered losses are recorded in right to recover for covered losses, a contra-equity account 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 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: Nine Months Ended June 30, 2024 Preferred Stock Right to Recover for Covered Losses Series B Series C (in millions) Balance as of beginning of period $ 441 $ 801 $ ( 140 ) VE territory covered losses incurred (1) — — ( 81 ) Recovery through conversion rate adjustment (2) ( 161 ) ( 20 ) 175 Balance as of end of period $ 280 $ 781 $ ( 46 ) 13 Table of Contents Nine Months Ended June 30, 2023 Preferred Stock Right to Recover for Covered Losses Series B Series C (in millions) Balance as of beginning of period $ 460 $ 812 $ ( 35 ) VE territory covered losses incurred (1) — — ( 21 ) Recovery through conversion rate adjustment (2) ( 19 ) ( 11 ) 31 Balance as of end of period $ 441 $ 801 $ ( 25 ) (1) VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 13—Legal Matters . (2) Adjustment to right to recover for covered losses for the conversion rate adjustment differs from the actual recovered amount due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustment. 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: June 30, 2024 September 30, 2023 As-converted Value of Preferred Stock (1),(2) Book Value of Preferred Stock (1) As-converted Value of Preferred Stock (1),(3) Book Value of Preferred Stock (1) (in millions) Series B preferred stock $ 1,757 $ 280 $ 1,676 $ 441 Series C preferred stock 2,987 781 2,635 801 Total 4,744 1,061 4,311 1,242 Less: right to recover for covered losses ( 46 ) ( 46 ) ( 140 ) ( 140 ) Total recovery for covered losses available $ 4,698 $ 1,015 $ 4,171 $ 1,102 (1) Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers. (2) As of 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; (b) 2.6980 and 3.6050 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $ 262.47 , Visa’s class A common stock closing stock price. (3) As of September 30, 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; (b) 2.9370 and 3.6290 , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; 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. 14 Table of Contents Note 6—Fair Value Measurements and Investments Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair Value Measurements Using Inputs Considered as Level 1 Level 2 June 30, 2024 September 30, 2023 June 30, 2024 September 30, 2023 (in millions) Assets Cash equivalents and restricted cash equivalents: Money market funds $ 9,703 $ 13,504 $ — $ — U.S. Treasury securities 7 301 — — Investment securities: Marketable equity securities 286 339 — — U.S. government-sponsored debt securities — — 789 1,108 U.S. Treasury securities 5,659 4,316 — — Other current and non-current assets: Money market funds 29 23 — — Derivative instruments — — 278 293 Total $ 15,684 $ 18,483 $ 1,067 $ 1,401 Liabilities Accrued compensation and benefits: Deferred compensation liability $ 229 $ 175 $ — $ — Accrued and other liabilities: Derivative instruments — — 263 396 Total $ 229 $ 175 $ 263 $ 396 Level 1 assets and liabilities. Money market funds, U.S. Treasury securities and marketable equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan. Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. U.S. Government-sponsored Debt Securities and U.S. Treasury Securities The amortized cost, unrealized gains and losses and fair value of debt securities were as follows: June 30, 2024 Amortized Cost Gross Unrealized Fair Value Gains Losses (in millions) U.S. government-sponsored debt securities $ 791 $ — $ ( 2 ) $ 789 U.S. Treasury securities 5,688 4 ( 26 ) 5,666 Total $ 6,479 $ 4 $ ( 28 ) $ 6,455 15 Table of Contents September 30, 2023 Amortized Cost Gross Unrealized Fair Value Gains Losses (in millions) U.S. government-sponsored debt securities $ 1,109 $ 1 $ ( 2 ) $ 1,108 U.S. Treasury securities 4,697 — ( 80 ) 4,617 Total $ 5,806 $ 1 $ ( 82 ) $ 5,725 Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows: June 30, 2024 Less Than 12 Months 12 Months or Greater Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in millions) U.S. government-sponsored debt securities $ 526 $ ( 1 ) $ 164 $ ( 1 ) U.S. Treasury securities 2,496 ( 7 ) 1,704 ( 19 ) Total $ 3,022 $ ( 8 ) $ 1,868 $ ( 20 ) September 30, 2023 Less Than 12 Months 12 Months or Greater Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in millions) U.S. government-sponsored debt securities $ 412 $ ( 2 ) $ 50 $ — U.S. Treasury securities 1,360 ( 12 ) 2,128 ( 68 ) Total $ 1,772 $ ( 14 ) $ 2,178 $ ( 68 ) The unrealized losses were primarily attributable to changes in interest rates. The stated maturities of debt securities were as follows: June 30, 2024 (in millions) Due within one year $ 3,418 Due after one year through five years 3,037 Total $ 6,455 Equity Securities 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. 16 Table of Contents Fair value measurement alternative. The Company’s investments in privately held companies do not have 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. The following table summarizes the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative: June 30, 2024 (in millions) Initial cost basis $ 710 Adjustments: Upward adjustments 909 Downward adjustments, including impairment ( 458 ) Carrying amount $ 1,161 Unrealized gains and losses of the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative were as follows: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 (in millions) Upward adjustments $ — $ 75 $ 9 $ 94 Downward adjustments, including impairment $ ( 13 ) $ — $ ( 28 ) $ ( 86 ) Other Fair Value Disclosures Debt. Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of 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 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. Non-financial assets. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to non-recurring fair value measurements if they are deemed to be impaired. 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 June 30, 2024 . 17 Table of Contents Note 7—Debt The Company had outstanding debt as follows: June 30, 2024 September 30, 2023 Effective Interest Rate (1) (in millions, except percentages) U.S. dollar notes 3.15 % Senior Notes due December 2025 $ 4,000 $ 4,000 3.26 % 1.90 % Senior Notes due April 2027 1,500 1,500 2.02 % 0.75 % Senior Notes due August 2027 500 500 0.84 % 2.75 % Senior Notes due September 2027 750 750 2.91 % 2.05 % Senior Notes due April 2030 1,500 1,500 2.13 % 1.10 % Senior Notes due February 2031 1,000 1,000 1.20 % 4.15 % Senior Notes due December 2035 1,500 1,500 4.23 % 2.70 % Senior Notes due April 2040 1,000 1,000 2.80 % 4.30 % Senior Notes due December 2045 3,500 3,500 4.37 % 3.65 % Senior Notes due September 2047 750 750 3.73 % 2.00 % Senior Notes due August 2050 1,750 1,750 2.09 % Euro notes 1.50 % Senior Notes due June 2026 1,448 1,434 1.71 % 2.00 % Senior Notes due June 2029 1,073 1,062 2.13 % 2.375 % Senior Notes due June 2034 697 690 2.53 % Total debt 20,968 20,936 Unamortized discounts and debt issuance costs ( 146 ) ( 159 ) Hedge accounting fair value adjustments (2) ( 220 ) ( 314 ) Total carrying value of debt $ 20,602 $ 20,463 Reported as: Current maturities of debt $ — $ — Long-term debt 20,602 20,463 Total carrying value of debt $ 20,602 $ 20,463 (1) Effective interest rates disclosed do not reflect hedge accounting adjustments. (2) Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. Note 8—Settlement Guarantee Management The Company indemnifies its clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement. The Company maintains and regularly reviews global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events. The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. During the 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 June 30, 2024, the Company had total collateral of $ 7.3 billion. 18 Table of Contents Note 9—Stockholders’ Equity As-converted class A common stock. The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis were as follows: June 30, 2024 September 30, 2023 Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) Shares Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1) (in millions, except conversion rate) Series A preferred stock — (2) 100.0000 5 — (2) 100.0000 7 Series B preferred stock 2 2.6980 7 2 2.9370 7 Series C preferred stock 3 3.6050 11 3 3.6290 11 Class A common stock 1,678 — 1,678 1,594 — 1,594 Class B-1 common stock 5 1.5875 (3) 8 245 1.5875 (3) 390 Class B-2 common stock 120 1.5875 (3) 191 — (4) — — Class C common stock 27 4.0000 107 10 4.0000 38 Total 2,007 2,047 (1) Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers. (2) The number of shares outstanding was less than one million. (3) 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. The following table presents the reduction in the number of as-converted class B-1 common stock after deposits into the U.S. litigation escrow account under the U.S. retrospective responsibility plan: Nine Months Ended June 30, 2024 2023 (in millions, except per share data) Reduction in equivalent number of class A common stock — 4 Effective price per share (1) $ — $ 219.70 Deposits into the U.S. 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. 19 Table of Contents 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, 2024 Nine Months Ended June 30, 2023 Series B Series C Series B Series C (in millions, except per share data) Reduction in equivalent number of class A common stock 1 — (1) — (1) — (1) Effective price per share (2) $ 270.07 $ 269.62 $ 219.12 $ 215.28 Recovery through conversion rate adjustment $ 161 $ 20 $ 19 $ 11 (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. 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. Common stock repurchases. The following table presents share repurchases in the open market: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 (in millions, except per share data) Shares repurchased in the open market (1) 17 13 42 39 Average repurchase cost per share (2) $ 276.75 $ 229.00 $ 263.91 $ 214.44 Total cost (2) $ 4,770 $ 3,064 $ 11,163 $ 8,395 (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 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. 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 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 or 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 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 20 Table of Contents 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 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 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. Dividends. 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 June 30, 2024: Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (1) Income Allocation (A) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (1) (in millions, except per share data) Class A common stock $ 3,870 1,610 $ 2.40 $ 4,872 2,029 (2) $ 2.40 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 Class C common stock 275 29 $ 9.62 $ 275 29 $ 9.60 Participating securities 72 Not presented Not presented $ 72 Not presented Not presented Net income $ 4,872 The following table presents earnings per share for the nine months ended June 30, 2024: Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (1) Income Allocation (A) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (1) (in millions, except per share data) Class A common stock $ 11,276 1,591 $ 7.09 $ 14,425 2,038 (2) $ 7.08 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 Class C common stock 447 16 $ 28.35 $ 447 16 $ 28.31 Participating securities 216 Not presented Not presented $ 216 Not presented Not presented Net income $ 14,425 21 Table of Contents The following table presents earnings per share for the three months ended June 30, 2023: Basic Earnings Per Share Diluted Earnings Per Share Income Allocation (A) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (1) Income Allocation (A) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (1) (in millions, except per share data) Class A common stock $ 3,228 1,614 $ 2.00 $ 4,156 2,080 (2) $ 2.00 Class B-1 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 Income Allocation (A) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (1) Income Allocation (A) Weighted- Average Shares Outstanding (B) Earnings per Share = (A)/(B) (1) (in millions, except per share data) Class A common stock $ 9,778 1,623 $ 6.03 $ 12,592 2,092 (2) $ 6.02 Class B-1 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 (1) Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share are calculated based on unrounded numbers. (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 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 June 30, 2024 2023 2024 2023 (in millions) Class B-1 common stock 155 393 312 393 Class B-2 common stock (1) 118 — 39 — Class C common stock 114 38 63 39 Participating securities: Series A preferred stock 6 8 6 10 Series B preferred stock 7 7 7 7 Series C preferred stock 11 11 11 11 (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. 22 Table of Contents 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, 2024: Granted Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price Non-qualified stock options 722,695 $ 62.55 $ 249.56 Restricted stock units 2,986,911 $ 252.02 Performance-based shares (1) 528,008 $ 281.85 (1) Represents the maximum number of performance-based shares which could be earned. 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 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; and • 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. As a result, the Company withdrew its 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 and refund claims are uncertain. It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next 12 months. 23 Table of Contents Note 13—Legal Matters The Company is party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has disclosed the nature of the claim. Additionally, unless otherwise disclosed below with respect to these proceedings, the Company cannot provide an estimate of the possible loss or range of loss. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties. The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date. The following table summarizes the activity related to accrued litigation: Nine Months Ended June 30, 2024 2023 (in millions) Balance as of beginning of period $ 1,751 $ 1,456 Provision for uncovered legal matters 311 1 Provision for covered legal matters 201 808 Payments for legal matters ( 575 ) ( 720 ) Balance as of end of period $ 1,688 $ 1,545 Accrual Summary—U.S. Covered Litigation Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans. The following table summarizes the accrual activity related to U.S. covered litigation: Nine Months Ended June 30, 2024 2023 (in millions) Balance as of beginning of period $ 1,621 $ 1,441 Provision for interchange multidistrict litigation 140 797 Payments for U.S. covered litigation ( 204 ) ( 699 ) Balance as of end of period $ 1,557 $ 1,539 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. 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 24 Table of Contents to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached. Accrual Summary—VE Territory Covered Litigation Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans . The following table summarizes the accrual activity related to VE territory covered litigation: Nine Months Ended June 30, 2024 2023 (in millions) Balance as of beginning of period $ 110 $ 11 Provision for VE territory covered litigation 61 11 Payments for VE territory covered litigation ( 146 ) ( 19 ) Balance as of end of period $ 25 $ 3 U.S. Covered Litigation 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. On February 22, 2024, the district court denied defendants' motions for summary judgment based on the post-IPO conspiracy claims. On February 26, 2024, plaintiffs in the action led by Old Jericho Enterprise, Inc. served a motion for partial summary judgment. On March 11, 2024, the district court denied the Injunctive Relief Class plaintiffs’ motion for partial summary judgment. On April 2, 2024, the district court granted defendants’ motion for summary judgment on Injunctive Relief Class plaintiffs’ monopolization claims. On March 25, 2024, Visa and Mastercard entered into an agreement to resolve the Injunctive Relief Class claims (the “Settlement Agreement”), subject to court approval. The Settlement Agreement includes, among other terms, (i) a release from class members for claims for declaratory, injunctive or equitable relief arising out of conduct alleged by the Injunctive Relief Class in the litigation that have accrued or accrue in the future during the term of the Settlement Agreement; (ii) provisions requiring reductions and caps on U.S. credit interchange rates; and (iii) provisions requiring modifications to the Company’s rules in the U.S. 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, 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 25 Table of Contents 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. On January 8, 2024, defendants’ motions for summary judgment under Ohio v. American Express were granted in part and denied in part. On February 22, 2024, the district court denied defendants' motions for summary judgment based on Illinois Brick standing and on the post-IPO conspiracy claims, and denied as moot certain plaintiffs’ motions for partial summary judgment. 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. to the U.S. 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. to the U.S. District Court for the Southern District of New York. Consumer Interchange Litigation On February 9, 2024, defendants filed a motion to dismiss the complaint and to compel arbitration. VE Territory Covered Litigation Europe Merchant Litigation Since July 2013, proceedings have been commenced by more than 1,150 Merchants (the capitalized term “Merchant” when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc. and other Visa subsidiaries in the UK and other countries primarily relating to interchange rates in Europe and in some cases relating to fees charged by Visa and certain Visa rules. As of the filing date, Visa has settled the claims asserted by over 475 Merchants, and there are approximately 600 Merchants with outstanding claims. In addition, 30 additional Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled. 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 (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. U.S. 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. 26 Table of Contents 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. On March 5, 2024, MiCamp Solutions filed an amended complaint on behalf of the same purported class and subclass, and containing similar allegations as in the original complaint, and on March 19, 2024, Visa filed a motion to dismiss that amended complaint. 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 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. U.S. 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. 27 Table of Contents