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Item 8. Financial Statements and Supplementary Data

2024-11-13 compared with 2023-11-15 · 478 added, 489 removed, 1370 unchanged (41% of the section changed)

1 unchanged sentence

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

Report of Independent Registered Public Accounting Firm ( KPMG LLP , San Francisco, CA , Auditor Firm ID:

Consolidated Balance Sheets

39 unchanged sentences

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

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

As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is party to various legal proceedings, including the Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions, and has recorded a litigation accrual of $1,537 million as of September 30, 2024, of which the substantial majority of that accrual relates to Individual Merchant Actions.

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

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

Report of Independent Registered Public Accounting Firm—(Continued)

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

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We also considered relevant publicly available information.

Report of Independent Registered Public Accounting Firm—(Continued)

We have served as the Company’s auditor since 2007.

Santa Clara, California

San Francisco, California

November 13, 2024

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Accrued liabilities 4,909 5,015

Current maturities of debt — 2,250

Accrued litigation 1,727 1,751

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Commitments and contingencies (Note 18 and Note 20)

Series A, Series B and Series C convertible participating preferred stock (preferred stock), $ 0.0001 par value:

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

Class A, Class B and Class C common stock and additional paid-in capital, $ 0.0001 par value:

2,003,341 shares authorized (Class A 2,001,622 , Class B 622 , Class C 1,097 );

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

20,452 19,545

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

Common stock, $ 0.0001 par value:

Class A common stock, 1,733 and 1,594 shares issued and outstanding as of September 30, 2024 and 2023, respectively

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

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

Right to recover for covered losses ( 104 ) ( 140 )

Additional paid-in capital 21,229 20,452

Accumulated income 17,289 18,040

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(in millions, except per share data)

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

Net revenue $ 35,926 $ 32,653 $ 29,310

Operating Expenses

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Class B-1 common stock $ 15.46 $ 13.26 $ 11.33

Class B-2 common stock (1)

$ 15.45 $ — $ —

Class C common stock $ 38.97 $ 33.17 $ 28.03

2 unchanged sentences

Class B-1 common stock 148 245 245

Class B-2 common stock (1)

Class C common stock 16 10 10

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Class B-1 common stock $ 15.45 $ 13.24 $ 11.31

Class B-2 common stock (1)

$ 15.43 $ — $ —

Class C common stock $ 38.92 $ 33.13 $ 28.00

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Class B-1 common stock 148 245 245

Class B-2 common stock (1)

Class C common stock 16 10 10

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

See Note 15—Stockholders’ Equity for further details.

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

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Income tax effect ( 26 ) ( 11 ) 28

Reclassification adjustments — — ( 1 )

Defined benefit pension and other postretirement plans:

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Translation adjustments 741 975 ( 3,255 )

975 ( 3,255 ) ( 95 )

Income tax effect 71 98 —

Other comprehensive income (loss) 1,009 1,052 ( 2,805 )

1,052 ( 2,805 ) 82

Comprehensive income $ 20,752 $ 18,325 $ 12,152

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

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

Issuance of series A preferred stock — (2)

Conversions to class A common stock

( 481 ) 151 481 —

Class B-1 common stock exchange offer

Share-based compensation

Stock issued under equity plans 6 335 335

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

Shares withheld for taxes related to stock issued under equity plans

( 1 ) ( 208 ) ( 208 )

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( 4,217 ) ( 4,217 )

Repurchase of class A common stock ( 55 ) ( 584 ) ( 11,598 ) ( 12,182 )

Repurchases of class A common stock

( 64 ) ( 681 ) ( 16,277 ) ( 16,958 )

Balance as of September 30, 2024 5 $ 1,031 (1)

1,868 $ 21,229 $ ( 104 ) $ 17,289 $ ( 308 ) $ 39,137

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

(1) As of September 30, 2024 and 2023, the book value of series A convertible participating preferred stock (series A preferred stock) was $ 540 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.

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

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

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

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Other comprehensive income (loss)

( 2,805 ) ( 2,805 )

VE territory covered losses incurred ( 136 ) ( 136 )

Recovery through conversion rate adjustment ( 30 ) 31 1

Issuance of series A preferred stock — (2)

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

Conversions to class A common stock

( 596 ) 10 596 —

1 unchanged sentence

Stock issued under equity plans 5 260 260

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

Shares withheld for taxes related to stock issued under equity plans

( 1 ) ( 130 ) ( 130 )

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( 3,751 ) ( 3,751 )

Repurchase of class A common stock ( 56 ) ( 600 ) ( 10,989 ) ( 11,589 )

Repurchases of class A common stock

( 55 ) ( 584 ) ( 11,598 ) ( 12,182 )

Balance as of September 30, 2023 5 $ 1,698 (1)

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

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

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

Refer to Note 5—U.S.

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.

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

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

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

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5 $ 3,080 (1)

1,932 $ 18,855 $ ( 133 ) $ 15,351 $ 436 $ 37,589

14,957 14,957

Other comprehensive income (loss)

Adoption of new accounting standards 3 3

( 2,805 ) ( 2,805 )

VE territory covered losses incurred ( 43 ) ( 43 )

Recovery through conversion rate adjustment ( 141 ) 141 —

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

Issuance of series A preferred stock — (2)

Conversions to class A common stock

( 612 ) 10 612 —

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Stock issued under equity plans 4 196 196

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

Shares withheld for taxes related to stock issued under equity plans

( 120 ) ( 120 )

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( 3,203 ) ( 3,203 )

Repurchase of class A common stock ( 40 ) ( 423 ) ( 8,253 ) ( 8,676 )

Repurchases of class A common stock

( 56 ) ( 600 ) ( 10,989 ) ( 11,589 )

Balance as of September 30, 2022

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

5 $ 2,324 (1)

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

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

Refer to Note 5—U.S.

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

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

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

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Purchases of property, equipment and technology ( 1,257 ) ( 1,059 ) ( 970 )

Investment securities:

Purchases ( 4,363 ) ( 5,997 ) ( 5,111 )

Proceeds from maturities and sales 3,160 4,585 5,701

Purchases of investment securities ( 4,443 ) ( 4,363 ) ( 5,997 )

Proceeds from maturities and sales of investment securities 5,013 3,160 4,585

Acquisitions, net of cash and restricted cash acquired ( 915 ) — ( 1,948 )

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Financing Activities

Repurchase of class A common stock ( 12,101 ) ( 11,589 ) ( 8,676 )

Repurchases of class A common stock ( 16,713 ) ( 12,101 ) ( 11,589 )

Repayments of debt — ( 2,250 ) ( 1,000 )

1 unchanged sentence

Proceeds from issuance of senior notes — — 3,218

Cash proceeds from issuance of class A common stock under equity plans 260 196 208

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

Proceeds from stock issued under equity plans 335 260 196

Taxes paid related to stock issued under equity plans ( 208 ) ( 130 ) ( 120 )

Other financing activities 170 200 ( 198 )

1 unchanged sentence

Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents

382 636 ( 1,287 )

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

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year 20,377 19,799 19,171

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of year $ 21,990 $ 20,377 $ 19,799

( 2,227 ) 1,613 578

Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period

21,990 20,377 19,799

Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period

$ 19,763 $ 21,990 $ 20,377

Supplemental Disclosure

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The 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.

The Company consolidates its majority-owned and controlled entities, including variable interest entities (VIEs) for which the Company is the primary beneficiary.

The Company consolidates entities for which it has a controlling financial interest, 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 consolidated financial statements as of and for the periods presented.

Intercompany balances and transactions have been eliminated in consolidation.

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

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

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

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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 consolidated financial statements and reported amounts of revenues 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.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

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

These investments are held in a trust and are not considered by the Company to be available for its operational or liquidity needs.

These investments are held in a trust and are not considered by the Company to be available for its operational or liquidity

The corresponding liability is reported in accrued liabilities on the consolidated balance sheets, with changes in the liability recognized in personnel expense on the consolidated statements of operations.

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

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

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Customer collateral .

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

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

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

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

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

Guarantees are provided primarily by a client’s parent to secure the obligations of its subsidiaries.

The Company routinely evaluates the financial viability of institutions providing the letters of credit and guarantees.

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

The cash collateral assets held by the Company are restricted and

fully offset by corresponding liabilities, and both balances are presented on the consolidated balance sheets.

Other non-cash assets are not recognized on the consolidated balance sheets.

See Note 12—Settlement Guarantee Management.

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Operating leases are recorded as ROU assets, which are included in other assets on the consolidated balance sheets.

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Business combinations .

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Intangible assets, net and goodwill .

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

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

Finite-lived intangible assets primarily consist of customer relationships and trade names obtained through acquisitions.

Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable.

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

These intangible assets have useful lives ranging from 3 to 15 years.

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

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The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangible assets.

The Company assesses each category of indefinite-lived intangible assets for impairment on an aggregate basis, which may require the allocation of cash flows and/or an estimate of fair value to the assets or asset group.

The Company assesses each category of indefinite-lived intangible assets for impairment on an aggregate basis.

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

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The Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which it is a party and records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

These judgments are subjective and based on a number of factors, including the specifics of such legal or regulatory proceedings, the merits of the Company’s defenses and consultation with internal and external legal counsel.

These judgments are inherently subjective and based on a number of factors, including the specifics of such legal or regulatory proceedings, the merits of the Company’s defenses and consultation with internal and external legal counsel.

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

2 unchanged sentences

Revenue recognition .

The Company’s net revenues are comprised principally of the following categories:

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

The Company’s net revenue is comprised principally of the following categories:

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

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

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

The Company earns net revenues primarily from issuers and acquirers.

The Company earns net revenue primarily from issuers and acquirers.

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

These revenues include fees related to payments volumes.

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

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

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

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

For revenue generated from arrangements that involve third parties, the Company evaluates whether it is the principal, and recognizes revenue on a gross basis, or the agent, and recognizes revenue on a net basis.

In this assessment, the Company considers if it obtains the control of the specified services before they are transferred to the customer, or if the Company is arranging for the services to be provided.

Service revenue consists mainly of revenue earned for services provided in support of client usage of Visa payment services.

This revenue includes fees related to payments volumes.

Visa’s obligation is to stand ready to

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

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

Data processing revenue consists of revenue earned for authorization, clearing and settlement;

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

1 unchanged sentence

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

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

International transaction revenues are earned for cross-border transaction processing and currency conversion activities.

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

International transaction revenue is earned for cross-border transaction processing and currency conversion activities.

Cross-border transactions arise when the country of origin of the issuer or financial institution originating the transaction is different from that of the beneficiary.

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

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

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

Other revenue consists mainly of value-added services related to advisory, marketing and certain card benefits;

license fees for use of the Visa brand or technology;

and fees for account holder services, certification and licensing.

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

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

Client incentives.

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

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

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

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

The Company enters into long-term contracts with financial institution clients, merchants and other business partners for various programs that provide cash and other incentives designed to increase revenue by growing payments volume, increasing Visa product acceptance, encouraging merchant acceptance and use of Visa payment services and driving innovation.

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

The Company generally capitalizes upfront and fixed incentive payments as client incentives assets under these agreements when paid and amortizes the amounts as reductions to net revenue ratably over the contractual term.

Incentives that are earned by the customer based on performance targets are recorded as reductions to net revenue when earned based on management's estimate of each client's future performance and the unpaid portion is recognized as client incentives liabilities.

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

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

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

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

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Income taxes .

The Company’s income tax expense consists of two components:

current and deferred.

Current income tax expense represents taxes paid or payable for the current period.

The Company accounts for income taxes using the asset and liability method.

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

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

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

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

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

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

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

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

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

See Note 19—Income Taxes .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Foreign currency remeasurement and translation .

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At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet dates.

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

assets and liabilities are remeasured at historical exchange rates.

Resulting foreign currency transaction gains and losses related to conversion and remeasurement are recorded in general and administrative expense on the consolidated statements of operations and were not material for fiscal 2024, 2023 and 2022.

4 unchanged sentences

Derivative and hedging instruments .

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

The terms of these derivative contracts designated as cash flow hedges are generally no more than 12 months.

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

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

Gains and losses resulting from changes in the fair value of these derivative instruments not designated for hedge accounting are recorded in general and administrative expense on the consolidated statements of operations.

The Company also uses foreign exchange forward contracts, which are designated as cash flow hedges, to reduce its exposure to foreign currency rate changes on forecasted non-functional currency denominated operational cash flows.

The terms of these derivative instruments are generally no more than 12 months.

The Company uses regression analysis to assess hedge effectiveness prospectively and retrospectively.

The effectiveness tests are performed on foreign exchange forward contracts based on changes in the spot rate of the derivative instrument compared to changes in the spot rate of the forecasted hedged transaction.

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

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

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

Forward points are excluded from effectiveness testing purposes and are reported in earnings.

Derivatives designated as cash flow hedges are subject to master netting agreements, which provide the Company with a legal right to net settle multiple payable and receivable positions with the same counterparty, in a single currency through a single payment.

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

Derivative instruments designated as cash flow hedges are subject to master netting agreements, which provide the Company with a legal right to net settle multiple payable and receivable positions with the same counterparty, in a single currency through a single payment.

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

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

The Company designated its Euro notes, a non-derivative financial instrument, as net investment hedges against a portion of the Company’s Euro-denominated net investment in Visa Europe.

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

1 unchanged sentence

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

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

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

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

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

Cash flows associated with a fair value hedge may be included in operating, investing or financing activities depending on the classification of the items being hedged.

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

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

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

Cash flows associated with derivatives designated as a fair value hedge or a net investment hedge are classified as an investing activity.

Cash flows associated with derivatives not designated as a hedging instrument are classified as an operating activity.

See Note 13—Derivative and Hedging Instruments .

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

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

See Note 17—Share-based Compensation.

Earnings per share .

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

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

Basic earnings per share is computed by dividing net income available to each class of shares by the weighted-average number of shares of common stock and participating securities outstanding during the period.

5 unchanged sentences

Dilutive class A common stock equivalents may consist of:

(1) shares of class A common stock issuable upon the conversion of series A, B and C preferred stock and class B and C common stock based on the conversion rates in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options, the assumed purchase of stock under the Company’s Employee Stock Purchase Plan and the assumed vesting of unearned performance shares.

(1) shares of class A common stock issuable upon the conversion of series A, B and C preferred stock and class B-1, B-2 and C common stock based on the conversion rates in effect through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock method to the assumed exercise of employee stock options, the assumed purchase of stock under the Company’s Employee Stock Purchase Plan and the assumed vesting of unearned performance shares.

See Note 16—Earnings Per Share.

Recently Adopted Accounting Pronouncement.

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

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

Subsequently, the FASB also issued amendments to this standard.

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

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

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

Note 2—Acquisitions

Pending Acquisition

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

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

Fiscal 2022 Acquisitions

Currencycloud.

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

In September 2024, Visa entered into a definitive agreement to acquire Featurespace Limited, a developer of real-time artificial intelligence payments protection technology that prevents and mitigates payments fraud and financial crime risks.

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

Fiscal 2024 Acquisition

In January 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.

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

Tink is an open banking platform that enables financial institutions, fintechs and merchants to build financial products and services and move money.

The acquisition is expected to help accelerate the adoption of open banking around the world by providing a secure, reliable platform for innovation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

Purchase Price Allocation Weighted-Average Useful Life

(in millions) (in years)

Technology $ 245 4

Customer relationships 90 6

Deferred tax liabilities ( 71 )

Other net assets acquired (liabilities assumed) 25

Goodwill 1,577

Total $ 1,866 5

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

The goodwill recognized is not deductible for tax purposes.

Note 3—Revenues

The nature, amount, timing and uncertainty of the Company’s revenues 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 revenues by revenue category and by geography:

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:

For the Years Ended

2 unchanged sentences

(in millions)

Service revenues $ 14,826 $ 13,361 $ 11,475

Data processing revenues 16,007 14,438 12,792

International transaction revenues 11,638 9,815 6,530

Other revenues 2,479 1,991 1,675

Service revenue

$ 16,114 $ 14,826 $ 13,361

Data processing revenue

17,714 16,007 14,438

International transaction revenue

12,665 11,638 9,815

Other revenue

3,197 2,479 1,991

Client incentives ( 13,764 ) ( 12,297 ) ( 10,295 )

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

$ 35,926 $ 32,653 $ 29,310

For the Years Ended

4 unchanged sentences

International 21,146 18,515 16,459

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

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

$ 35,926 $ 32,653 $ 29,310

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 September 30, 2024, the remaining performance obligations were $ 4.1 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 revenues could be recognized.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

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Prepaid expenses and other current assets include restricted cash and restricted cash equivalents related to funds held by the Company on behalf of clients in segregated bank accounts that generally cannot be withdrawn or used for general operating activities.

These amounts are fully offset by corresponding liabilities recorded in accrued liabilities on the Company’s consolidated balance sheets.

and Europe Retrospective Responsibility Plans

These amounts are offset by corresponding liabilities recorded in accrued liabilities on the Company’s consolidated balance sheets.

and Europe Retrospective Responsibility Plans U.S.

Retrospective Responsibility Plan

3 unchanged sentences

retrospective responsibility plan and consist of a U.S.

litigation escrow agreement, the conversion feature of the Company’s shares of class B common stock, the indemnification obligations of the Visa U.S.A.

litigation escrow agreement, the conversion feature of the Company’s shares of class B common stock, the makewhole agreements relating to the class B-1 common stock exchange offer, the indemnification obligations of the Visa U.S.A.

(Visa U.S.A.) members, an interchange judgment sharing agreement, a loss sharing agreement and an omnibus agreement, as amended.

10 unchanged sentences

covered litigation are paid.

The amount of the escrow is determined by the board of directors and the Company’s litigation committee, all members of which are affiliated with, or act for, certain Visa U.S.A.

The decision to add funds to the escrow account is made by the board of directors, upon request by the Company’s litigation committee, all members of which are affiliated with, or act for, certain Visa U.S.A.

The accrual related to the U.S.

2 unchanged sentences

See Note 20—Legal Matters .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

The following table presents the changes in the U.S.

litigation escrow account:

3 unchanged sentences

Balance as of beginning of period $ 1,764 $ 1,449

$ 1,449 $ 894

Deposits into the U.S.

3 unchanged sentences

Balance as of end of period $ 3,089 $ 1,764

$ 1,764 $ 1,449

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

2 unchanged sentences

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

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

litigation escrow account, the value of the Company’s class B-1 and B-2 common stock is subject to dilution through a downward adjustment to the rate at which shares of class B-1 and B-2 common stock ultimately convert into shares of class A common stock.

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

See Note 15—Stockholders’ Equity .

Makewhole agreements.

As a condition to participating in the class B-1 common stock exchange offer, each participating stockholder, together with its respective parent guarantors (as applicable), entered into a separate makewhole agreement with Visa pursuant to which the holder agreed to reimburse Visa in cash for the portion of certain future deposits into the U.S.

litigation escrow account that, but for the holder's participation in the exchange offer, would have been absorbed by such holder through a reduction in the class B-1 conversion rate in respect of the class B-1 common stock it tendered in the exchange offer.

Payments under the makewhole agreements arise when, as a result of a deposit into the U.S.

litigation escrow account, the as-converted value of the class B-2 common stock a holder received in the exchange offer becomes or is already less than zero, but the class B-1 conversion rate remains greater than or equal to zero.

No additional payment obligations will arise under the makewhole agreements after the class B-1 conversion rate reaches zero.

See Note 15—Stockholders’ Equity .

Indemnification obligations .

26 unchanged sentences

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

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

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

9 unchanged sentences

Each of the UK LSA members has agreed, on a several and not joint basis, to compensate the Company for certain losses which may be incurred by the Company, Visa Europe or their affiliates as a result of certain existing and potential litigation relating to the setting and implementation of domestic multilateral interchange fee rates in the United Kingdom prior to the closing of the Visa Europe acquisition (Closing), subject to the terms and conditions set forth therein and, with respect to each UK LSA member, up to a maximum amount of the up-front cash consideration received by such UK LSA member.

The UK LSA members’ obligations under the UK loss sharing agreement are conditional upon, among other things, either (a) losses valued in excess of the sterling equivalent on June 21, 2016 of € 1.0 billion having arisen in UK covered claims (and such losses having reduced the conversion rate of the series B preferred stock accordingly), or (b) the conversion rate of the series B preferred stock having been reduced to zero pursuant to losses arising in claims relating to multilateral interchange fee rate setting in the Visa Europe territory.

zero pursuant to losses arising in claims relating to multilateral interchange fee rate setting in the Visa Europe territory.

Litigation management deed.

10 unchanged sentences

The Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

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

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

(b) the current conversion rate applicable to each class of preferred stock;

(b) the current conversion rate applicable to each series of preferred stock;

and (c) Visa’s class A common stock price.

4 unchanged sentences

VE territory covered losses are recorded when the loss is deemed to be probable and reasonably estimable, or in the case of attorney’s fees, when incurred.

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

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

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

VE territory covered losses may be recorded before the corresponding adjustment to the applicable conversion rate is effected.

1 unchanged sentence

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

As required by the litigation management deed, on June 21, 2022, the sixth anniversary of the Visa Europe acquisition, Visa, in consultation with the VE Territory Litigation Management Committee, carried out a release assessment.

After the completion of this assessment, the Company released $ 3.5 billion of the as-converted value from its series B and C preferred stock and issued 176,655 shares of series A preferred stock on July 29, 2022 (Sixth Anniversary Release).

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 Territory Litigation Management Committee, carried out a release assessment.

After the completion of this assessment, the Company released $ 2.7 billion of the as-converted value from its series B and C preferred stock and issued 99,264 shares of series A preferred stock in July 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 $ 5 million in cash in lieu of issuing fractional shares of series A preferred stock.

See Note 15—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:

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.

The following table presents the activities related to VE territory covered losses in the preferred stock and right to recover for covered losses within stockholders’ equity:

For the Year Ended

September 30, 2024

Preferred Stock Right to Recover for Covered Losses

1 unchanged sentence

(in millions)

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

Balance as of beginning of period $ 441 $ 801 $ ( 140 )

VE territory covered losses incurred (1)

1 unchanged sentence

( 161 ) ( 20 ) 175

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

Eighth Anniversary Release ( 176 ) ( 394 ) —

Balance as of end of period $ 104 $ 387 $ ( 104 )

For the Year Ended

September 30, 2023

Preferred Stock Right to Recover for Covered Losses

1 unchanged sentence

(in millions)

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

Balance as of beginning of period $ 460 $ 812 $ ( 35 )

VE territory covered losses incurred (1)

1 unchanged sentence

( 19 ) ( 11 ) 31

Sixth Anniversary Release ( 476 ) ( 705 ) —

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

Balance as of end of period $ 441 $ 801 $ ( 140 )

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

1 unchanged sentence

(2) Adjustment to right to recover for covered losses for the conversion rate adjustment differs from the actual recovered amount due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustment.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

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:

September 30,

19 unchanged sentences

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Note 6—Fair Value Measurements and Investments

28 unchanged sentences

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

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

Government-sponsored Debt Securities and U.S.

7 unchanged sentences

Total $ 5,412 $ 44 $ ( 5 ) $ 5,451

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

September 30, 2022

Cost Gross Unrealized Fair

5 unchanged sentences

September 30, 2024

Less Than 12 Months

12 Months or Greater

Less Than 12 Months 12 Months or Greater

Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

4 unchanged sentences

September 30, 2023

Less Than 12 Months

Fair Value Gross Unrealized Losses

Less Than 12 Months 12 Months or Greater

Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

(in millions)

10 unchanged sentences

Equity Securities

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

For fiscal 2024, 2023 and 2022, the Company recognized net unrealized gains of $ 12 million and net unrealized losses of $ 102 million and $ 393 million, respectively, on marketable and non-marketable equity securities held as of period end.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

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:

September 30,

4 unchanged sentences

Carrying amount $ 1,156 $ 1,173

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

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:

For the Years Ended

September 30,

2024 2023 2022

(in millions)

1 unchanged sentence

Downward adjustments, including impairment

$ ( 35 ) $ ( 99 ) $ ( 341 )

Investment Income (Expense)

5 unchanged sentences

Interest and dividend income on cash and investments $ 992 $ 745 $ 69

Equity securities:

Unrealized gains (losses), net ( 84 ) ( 364 ) 721

Realized gains (losses), net 2 68 26

Gains (losses) on investments, net

( 44 ) ( 82 ) ( 296 )

Investment income (expense) $ 948 $ 663 $ ( 227 )

6 unchanged sentences

Other financial instruments not measured at fair value.

As of September 30, 2023, the carrying values of se ttlement receivable and payabl e and customer collateral are an approximate fair value due to their generally short maturities.

As of September 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Note 7—Property, Equipment and Technology, Net

11 unchanged sentences

As of September 30, 2024 and 2023, accumulated amortization for technology was $ 3.5 billion and $ 3.4 billion, respectively.

For fiscal 2024, 2023 and 2022, depreciation and amortization expense related to property, equipment and technology was $ 955 million, $ 867 million and $ 771 million, respectively.

As of September 30, 2024, estimated future amortization expense on technology was as follows:

For the Years Ending September 30,

For the Years Ending

September 30,

2025 2026 2027 2028 2029 Thereafter Total

1 unchanged sentence

Estimated future amortization expense $ 701 $ 532 $ 385 $ 265 $ 127 $ 142 $ 2,152

For fiscal 2023, 2022 and 2021, depreciation and amortization expense related to property, equipment and technology was $ 867 million, $ 771 million and $ 721 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Note 8—Intangible Assets and Goodwill

8 unchanged sentences

Trade names 190 ( 179 ) 11 195 ( 172 ) 23

Reseller relationships 95 ( 95 ) — 95 ( 95 ) —

Other — — — 111 ( 111 ) —

8 unchanged sentences

As of September 30, 2024, estimated future amortization expense on finite-lived intangible assets was as follows:

For the Years Ending September 30,

For the Years Ending

September 30,

2025 2026 2027 2028 2029 Thereafter Total

7 unchanged sentences

$ 17,997 $ 17,787

Goodwill from acquisitions, net of adjustments

Goodwill from acquisitions 790 —

Foreign currency translation 154 210

4 unchanged sentences

The Company's leases have original lease periods expiring between fiscal 2025 and 2038.

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

For certain leases the Company has options to extend the lease term for up to 10 years.

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

As of September 30, 2024 and 2023, ROU assets included in other assets on the consolidated balance sheets was $ 873 million and $ 488 million, respectively.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

As of September 30, 2024 and 2023, the current portion of lease liabilities included in accrued liabilities on the consolidated balance sheets was $ 150 million and $ 106 million, respectively, and the long-term portion included in other liabilities was $ 685 million and $ 412 million, respectively.

During fiscal 2024, 2023 and 2022, total operating lease cost was $ 179 million, $ 129 million and $ 117 million, respectively.

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

As of September 30, 2024 and 2023, the weighted-average remaining lease term for operating leases was approximately eight years and the weighted-average discount rate for operating leases was 3.51 % and 2.43 %, respectively.

As of September 30, 2024, the present value of future minimum lease payments was as follows:

6 unchanged sentences

During fiscal 2024, 2023 and 2022, ROU assets obtained in exchange for lease liabilities was $ 410 million, $ 82 million and $ 74 million, respectively.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

The Company had outstanding debt as follows:

3 unchanged sentences

$ 4,000 $ 4,000 3.26 %

3.15 % Senior Notes due December 2025

4,000 4,000 3.26 %

1.90 % Senior Notes due April 2027

40 unchanged sentences

In addition, each series of the Euro notes may be redeemed as a whole at specified redemption prices upon the occurrence of certain U.S.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

As of September 30, 2024, future principal payments on the Company’s outstanding debt were as follows:

For the Years Ending September 30,

For the Years Ending

September 30,

2025 2026 2027 2028 2029 Thereafter Total

7 unchanged sentences

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

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

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

1 unchanged sentence

As of September 30, 2024, the Company was in compliance with all related covenants.

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

As of September 30, 2024 and 2023, the Company had no amounts outstanding under the credit facility.

1 unchanged sentence

Defined Benefit and Other Postretirement Plans

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

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

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

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

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

Disclosures below include U.S.

Disclosures below include the U.S.

pension plans and certain non-U.S.

6 unchanged sentences

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

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

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

As of September 30, 2024 and 2023, for the U.S.

pension plans, the fair value of plan assets was $ 1.2 billion and $ 1.0 billion, respectively, accumulated benefit obligation was $ 670 million and $ 640 million, respectively, and the funded status was $ 531 million and $ 374 million, respectively.

As of September 30, 2024 and 2023, for non-U.S.

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

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

pension plans, the fair value of plan assets was $ 370 million and $ 317 million, respectively, accumulated benefit obligation was $ 302 million and $ 287 million, respectively, and the funded status was $ 68 million and $ 30 million, respectively.

As of September 30, 2024 and 2023, the amount recognized in accumulated other comprehensive income (loss) before tax for the U.S.

pension plans was $ 56 million and ($ 82 ) million, respectively.

3 unchanged sentences

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

In fiscal 2024, 2023 and 2022, personnel expenses included $ 212 million, $ 192 million, and $ 161 million, respectively, attributable to the Company’s employees under the 401(k) plan.

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

2 unchanged sentences

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.

2 unchanged sentences

For fiscal 2024, the Company’s maximum daily settlement exposure was $ 137.4 billion and the average daily settlement exposure was $ 84.3 billion.

The Company maintains and regularly reviews global settlement risk policies and procedures to manage settlement exposure, which may require clients to post collateral if certain credit standards are not met.

The Company held the following collateral to manage settlement exposure:

September 30,

(in millions)

Restricted cash

$ 3,005 $ 2,342

Pledged securities

Letters of credit 1,738 1,582

Guarantees 1,047 950

Total $ 6,201 $ 5,087

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

As of September 30, 2024 and 2023, the Company had total collateral of $ 7.7 billion and $ 6.2 billion, respectively.

Note 13—Derivative and Hedging Instruments

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

As of September 30, 2024 and 2023, the aggregate notional amount of the Company’s derivative instruments designated as hedging instruments was $ 11.7 billion and $ 11.0 billion, respectively.

As of September 30, 2024 and 2023, the aggregate notional amount of the derivative instruments not designated as hedging instruments was $ 1.9 billion and $ 0.8 billion, respectively.

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

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(in millions)

Designated as Hedging Instrument:

Designated as Hedging Instruments:

Foreign exchange forward contracts

1 unchanged sentence

Cross-currency swaps

Not Designated as Hedging Instrument:

Not Designated as Hedging Instruments:

Foreign exchange forward contracts

Prepaid expenses and other current assets $ 18 $ 15

Designated as Hedging Instrument:

Designated as Hedging Instruments:

Foreign exchange forward contracts

Accrued liabilities $ 74 $ 66

Cross-currency swaps

Other liabilities $ 2 $ —

Interest rate swaps (1)

Other liabilities $ 133 $ 314

Not Designated as Hedging Instrument:

Not Designated as Hedging Instruments:

Foreign exchange forward contracts

Accrued liabilities $ 17 $ 16

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

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

(1) These interest rate swaps were designated as fair value hedges on a portion of the outstanding senior notes.

As of September 30, 2024 and 2023, the carrying value of the hedged senior notes was $ 3.9 billion and $ 3.7 billion, respectively.

For fiscal 2024, 2023 and 2022, the Company recognized a net increase (decrease) in earnings related to excluded forward points from forward contracts designated as net investment hedges and interest differentials from swap agreements of ($ 94 ) million, ($ 25 ) million and $ 151 million, respectively.

Cash flow hedges.

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

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

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

For fiscal 2024, 2023 and 2022, the Company recognized pre-tax net gains (losses) in other comprehensive income (loss) related to cash flow hedges of ($ 38 ) million, ($ 126 ) million and $ 190 million, respectively.

The amount of pre-tax net gains (losses) related to cash flow hedges recorded in accumulated other comprehensive income (loss) as of September 30, 2024 that is expected to be reclassified into the consolidated statements of operations within the next 12 months is not material.

Net investment hedges .

For fiscal 2024, 2023 and 2022, the Company recognized pre-tax net gains (losses) in other comprehensive income (loss) related to net investment hedges of ($ 321 ) million, ($ 445 ) million and $ 845 million, respectively.

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

As of September 30, 2024 and 2023, the amount in accumulated other comprehensive income (loss) was $ 182 million and $ 433 million, respectively.

Credit and market risks.

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

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

As of September 30, 2024, the Company received collateral of $ 62 million from counterparties, which is included in accrued liabilities on the consolidated balance sheets, and posted collateral of $ 48 million, which is included in prepaid expenses and other current assets on the consolidated balance sheets.

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

As of September 30, 2024, credit and market risks related to derivative instruments were not considered significant.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Note 14—Enterprise-wide Disclosures and Concentration of Business

5 unchanged sentences

Total $ 2,329 $ 1,830

Revenues by geographic market is primarily based on the location of the issuing financial institution.

Net revenues earned in the U.S.

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

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

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

Net revenue by geographic market is primarily based on the location of the issuing or acquiring financial institution.

Net revenue earned in the U.S.

was approximately 41 %, 43 % and 44 % of total net revenue in fiscal 2024, 2023 and 2022, respectively.

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

In fiscal 2024, 2023 and 2022, the Company had one client that accounted for 11 %, 11 % and 10 % of its total net revenue, respectively.

Note 15—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:

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

September 30,

Outstanding Conversion Rate Into Class A Common Stock As-converted Class A Common Stock (1)

Outstanding Conversion Rate Into

Common Stock As-converted Class A Common Stock (1)

Outstanding Conversion Rate Into

Common Stock As-converted Class A Common Stock (1)

(in millions, except conversion rate)

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8 245 1.5875 (3)

Class B-2 common stock

120 1.5430 (3)

Class C common stock 10 4.0000 39 10 4.0000 38

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

(3) The class B 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.

In July 2022, the Company issued 176,655 shares of series A preferred stock in connection with the Sixth Anniversary Release.

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

See Note 5—U.S.

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retrospective responsibility plan, when the Company funds the U.S.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

The following table presents the reduction in the number of as-converted class B-1 and B-2 common stock after deposits into the U.S.

litigation escrow account under the U.S.

retrospective responsibility plan for fiscal 2023 and 2022.

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

retrospective responsibility plan:

For the Years Ended

September 30,

2024 2023 2022

(in millions, except per share data)

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litigation escrow account $ 1,500 $ 1,000 $ 850

$ 1,000 $ 850

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

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Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock, and is required to undertake periodic release assessments following the anniversary of the Visa Europe acquisition to determine if value should be released from the series B and C preferred stock.

The recovery and any releases of value have the same economic effect on earnings per share as repurchasing the Company’s class A common stock because it reduces the series B and C preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count.

recovery and any releases of value have the same economic effect on earnings per share as repurchasing the Company’s class A common stock because it reduces the series B and C preferred stock conversion rates and consequently, reduces the as-converted class A common stock share count.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans .

The following table present s the reduction in the number of as-converted series B and C preferred stock after the Company recovered V E territory covered losses through conversion rate adjustments and completed its Sixth Anniversary Release:

For the Years Ended September 30,

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 and completed its Eighth Anniversary Release in fiscal 2024 and sixth anniversary release in fiscal 2022 (collectively, Anniversary Releases):

For the Years Ended

September 30,

2024 2023 2022

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Recovery through conversion rate adjustment $ 161 $ 20 $ 19 $ 11 $ 135 $ 6

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

Sixth Anniversary Release

Anniversary Releases

$ 1,149 $ 1,569 $ — $ — $ 1,510 $ 1,982

4 unchanged sentences

The following table presents share repurchases in the open market:

For the Years Ended September 30,

For the Years Ended

September 30,

2024 2023 2022

5 unchanged sentences

$ 16,958 $ 12,182 $ 11,589

(1) Shares repurchased in the open market reflect repurchases that settled during fiscal 2023, 2022 and 2021.

All sh ares 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

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

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

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

Shares repurchased in the open market include $ 90 million unsettled repurchases as of September 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 September 30, 2024, the Company’s share repurchase program had remaining authorized funds of $ 13.1 billion.

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

In fiscal 2024, 2023 and 2022, the Company declared and paid dividends of $ 4.2 billion, $ 3.8 billion and $ 3.2 billion, respectively.

On October 24, 2023, the Company’s board of directors declared a quarterly cash dividend of $ 0.52 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C preferred stock on an as-converted basis), payable on December 1, 2023, to all holders of record as of November 9, 2023.

On October 29, 2024, the Company’s board of directors declared a quarterly cash dividend of $ 0.59 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 December 2, 2024, to all holders of record as of November 12, 2024.

Capital stock authorized.

As of September 30, 2024 and 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 preferred stock, 2 million shares of series B preferred stock and 3 million shares of series C preferred stock.

As of September 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.

Class B common stock.

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

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.

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.

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

covered litigation has been finally resolved.

This transfer restriction is subject to limited exceptions, including transfers to other holders of class B common stock.

After termination of the restrictions, the class B common stock will be convertible into class A common stock if transferred to a person that was not a Visa Member (as defined in the current certificate of incorporation) or similar person or an affiliate of a Visa Member or similar person.

After termination of the restrictions, the class B common stock will be convertible into class A common stock if transferred to a person that was not a Visa Member (as defined in the certificate of incorporation) or similar person or an affiliate of a Visa Member or similar person.

Upon such transfer, each share of class B common stock will automatically convert into a number of shares of class A common stock based upon the applicable conversion rate in effect at the time of such transfer.

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and Europe Retrospective Responsibility Plans.

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

covered litigation.

Class 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.

The 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.

Class C common stock.

12 unchanged sentences

and Europe Retrospective Responsibility Plans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Voting rights.

7 unchanged sentences

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Note 16—Earnings Per Share

The following table presents earnings per share for fiscal 2023:

The following tables present earnings per share:

For the Year Ended

September 30, 2024

Basic Earnings Per Share Diluted Earnings Per Share

4 unchanged sentences

Class B-1 common stock 2,292 148 $ 15.46 $ 2,289 148 $ 15.45

Class B-2 common stock (4)

752 49 $ 15.45 $ 751 49 $ 15.43

Class C common stock 623 16 $ 38.97 $ 623 16 $ 38.92

1 unchanged sentence

Net income $ 19,743

The following table presents earnings per share for fiscal 2022:

For the Year Ended

September 30, 2023

Basic Earnings Per Share Diluted Earnings Per Share

7 unchanged sentences

Net income $ 17,273

The following table presents earnings per share for fiscal 2021:

For the Year Ended

September 30, 2022

Basic Earnings Per Share Diluted Earnings Per Share

7 unchanged sentences

Net income $ 14,957

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

The weighted-average number of shares of as-converted class C common stock used in the income allocation was 39 million, 40 million and 42 million for fiscal 2023, 2022 and 2021, respectively.

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

(1) Income allocation is based on the weighted-average number of as-converted class A common stock outstanding as shown in the table below.

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

Basic and diluted earnings per share are calculated based on unrounded numbers.

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

The common stock equivalents are not material for each of fiscal 2023, 2022 and 2021.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(3) Diluted class A common stock earnings per share calculation includes the assumed conversion of class B-1, B-2 and C common stock and participating securities on an as-converted basis as shown in the table below and the incremental common stock equivalents related to employee stock plans, as calculated under the treasury stock method.

The common stock equivalents were not material for each of fiscal 2024, 2023 and 2022.

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

See Note 15—Stockholders’ Equity for further details.

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

For the Years Ended

September 30,

2024 2023 2022

(in millions)

Class B-1 common stock

Class B-2 common stock (1)

Class C common stock

Participating securities

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

See Note 15—Stockholders’ Equity for further details.

Note 17—Share-based Compensation

Equity Incentive Compensation Plan

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

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

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

4 unchanged sentences

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

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

For the Years Ended September 30,

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

For the Years Ended

September 30,

2024 2023 2022

13 unchanged sentences

(4) Based on the Company’s annual dividend rate on the date of grant.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

The following table summarizes the Company’s option activity:

1 unchanged sentence

Exercise Price

Per Share Weighted-

(in years) Aggregate

3 unchanged sentences

Forfeited ( 39,776 ) $ 220.53

Expired ( 2,716 ) $ 191.77

Exercised ( 1,243,542 ) $ 122.21

26 unchanged sentences

As of September 30, 2024, there was $ 796 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.93 year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Performance-based Shares

3 unchanged sentences

The fair value of each performance-based shares incorporating the market condition was estimated on the date of grant using a Monte Carlo simulation model with the following weighted-average assumptions:

For the Years Ended September 30,

For the Years Ended

September 30,

2024 2023 2022

22 unchanged sentences

Unearned ( 28,691 ) $ 195.38

Forfeited ( 7,578 ) $ 248.50

Outstanding as of September 30, 2024 1,084,232 $ 251.41 0.88 $ 298

1 unchanged sentence

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

As of September 30, 2024, there was $ 75 million of total unrecognized compensation cost related to unvested performance-based shares, which is expected to be recognized over a weighted-average period of approximately 0.88 year.

Note 18—Commitments

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

As of September 30, 2024, future minimum payments on software licenses were as follows:

For the Years Ending September 30,

For the Years Ending

September 30,

2025 2026 2027 2028 2029 Thereafter Total

3 unchanged sentences

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

For the Years Ended September 30,

For the Years Ended

September 30,

2024 2023 2022

8 unchanged sentences

Income tax provision by fiscal year consisted of the following:

For the Years Ended September 30,

For the Years Ended

September 30,

2024 2023 2022

9 unchanged sentences

Total income tax provision $ 4,173 $ 3,764 $ 3,179

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

3 unchanged sentences

Accrued compensation and benefits $ 221 $ 212

Accrued litigation obligation 365 331

Accrued litigation

Client incentives 855 630

12 unchanged sentences

As of September 30, 2024 and 2023, net deferred tax assets of $ 140 million and $ 126 million, respectively, were reflected in other assets on the consolidated balance sheets.

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

The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible.

Deferred tax assets were reduced by a valuation allowance.

The fiscal 2024 and 2023 valuation allowances relate primarily to foreign net operating losses from subsidiaries acquired in recent years.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

As of September 30, 2024, the Company had $ 894 million of foreign net operating loss carryforwards, which may be carried forward indefinitely.

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

federal statutory income tax rate to income before income taxes:

For the Years Ended September 30,

For the Years Ended

September 30,

2024 2023 2022

3 unchanged sentences

tax effect, net of federal benefit ( 828 ) ( 4 %) ( 758 ) ( 3 %) ( 588 ) ( 3 %)

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

Reassessment of an uncertain tax position

4 unchanged sentences

Income tax provision $ 4,173 17 % $ 3,764 18 % $ 3,179 18 %

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

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

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

In fiscal 2024 and fiscal 2023, the effective income tax rates were 17 % and 18 %, respectively.

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

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

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

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

The effective tax rate in fiscal 2024 differs from the effective tax rate in fiscal 2023 primarily due to a tax position taken across jurisdictions, as well as the following:

• during fiscal 2024, a $ 223 million tax benefit as a result of the conclusion of audits;

• during fiscal 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.

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

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

As of September 30, 2024 and 2023, current income taxes receivable of $ 832 million and $ 206 million, respectively, were included in prepaid expenses and other current assets;

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

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

non-current income taxes receivable of $ 442 million and $ 961 million, respectively, were included in other assets;

income taxes payable of $ 577 million and $ 1.5 billion, respectively, were included in accrued liabilities;

and accrued income taxes of $ 1.4 billion and $ 1.9 billion, respectively, were included in other liabilities on the consolidated balance sheets.

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

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

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.

In fiscal 2024, 2023 and 2022, the tax incentive decreased Singapore tax by $ 419 million , $ 468 million and $ 362 million, and the gross benefit of the tax incentive on diluted earnings per share was $ 0.21 , $ 0.22 and $ 0.17 , respectively.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

As of September 30, 2024, 2023 and 2022, the Company’s total gross unrecognized tax benefits were $ 3.8 billion, $ 3.5 billion and $ 2.7 billion, respectively, exclusive of interest and penalties described below.

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

Included in the $ 3.8 billion, $ 3.5 billion and $ 2.7 billion were $ 1.4 billion, $ 1.6 billion and $ 1.3 billion of unrecognized tax benefits, respectively, that if recognized, would reduce the effective tax rate in a future period.

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

13 unchanged sentences

$ 3,750 $ 3,497 $ 2,683

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

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

The increases in unrecognized tax benefits include gross timing differences and various tax positions across several jurisdictions.

The decreases in unrecognized tax benefits primarily reflect changes as a result of the conclusion of audits.

In fiscal 2024, 2023 and 2022, the Company recognized $ 29 million, $ 34 million and $ 15 million of net interest expense, respectively, related to uncertain tax positions.

3 unchanged sentences

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

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

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

The Company is evaluating its next steps.

For fiscal 2008 through 2015, an unresolved issue related to certain income tax deductions remains.

During fiscal 2024, the Company filed a complaint with the U.S.

Court of Federal Claims challenging the position of the Internal Revenue Service.

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

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

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

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

The Company objected to these adjustments and filed appeals to the appellate authorities.

In fiscal 2024, a resolution was reached regarding California refund claims for fiscal 2005 through 2011.

The Company’s California income tax returns for fiscal 2012 through 2015 are currently under examination.

The California statute of limitations has expired for fiscal years prior to 2012.

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

The Company will continue to appeal assessments received for subsequent periods.

The Company is also subject to examinations by various state and foreign tax authorities.

All material state and foreign tax matters have been concluded for years through fiscal 2007.

All material federal, state and foreign tax matters have been concluded for years through fiscal 2007.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next 12 months.

Note 20—Legal Matters

The Company is party to various legal and regulatory proceedings.

The Company is a party to various legal and regulatory proceedings.

Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages.

9 unchanged sentences

Balance as of beginning of period $ 1,751 $ 1,456

$ 1,456 $ 983

Provision for uncovered legal matters 322 21

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Balance as of end of period $ 1,727 $ 1,751

$ 1,751 $ 1,456

Accrual Summary—U.S.

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Balance as of beginning of period $ 1,621 $ 1,441

$ 1,441 $ 881

Provision for interchange multidistrict litigation 140 906

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Balance as of end of period $ 1,537 $ 1,621

$ 1,621 $ 1,441

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

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

During fiscal 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.

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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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

The Company 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.

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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.

The Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock.

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.

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The Judicial Panel on Multidistrict Litigation issued an order transferring the cases to the U.S.

District Court for the Eastern District of New York (Court) for coordination of pre-trial proceedings in MDL 1720.

District Court for the Eastern District of New York for coordination of pre-trial proceedings in MDL 1720.

A group of purported class plaintiffs subsequently filed amended and supplemental class complaints.

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litigation escrow account and approximately $ 500 million attributable to interchange reductions for an eight-month period into court-authorized settlement accounts.

Visa subsequently received from the Court and deposited into the Company’s U.S.

Visa subsequently received from the district court and deposited into the Company’s U.S.

litigation escrow account “takedown payments” of approximately $ 1.1 billion.

On June 30, 2016, the U.S.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

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

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

Damages Class.

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

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See Note 5—U.S.

and Europe Retrospective Responsibility Plans.

and Europe Retrospective

Responsibility Plans.

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

7 unchanged sentences

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

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

against Visa and Mastercard on behalf of a purported class of gasoline retailers operating in 24 states and the District of Columbia.

On April 28, 2021, a complaint was filed by Hayley Lanning and others, and on June 16, 2021, a complaint was filed by Camp Grounds Coffee and others, each against Visa and Mastercard on behalf of a purported class of merchants located in 25 states and the District of Columbia who have taken payment using the Square card acceptance service.

Each of these complaints alleges violations of the antitrust laws of those jurisdictions and seeks recovery for plaintiffs as indirect purchasers.

Indirect Purchaser Claims.

Three complaints have been filed against Visa and other defendants asserting violations of certain state antitrust laws and seeking recovery as indirect purchasers.

A complaint was filed by Old Jericho Enterprise, Inc.

on May 29, 2020, against Visa and Mastercard on behalf of a purported class of gasoline retailers operating in 24 states and the District of Columbia.

Two separate complaints were subsequently filed in 2021 against Visa and Mastercard on behalf of a purported class of merchants located in 25 states and the District of Columbia who have taken payment using the Square card acceptance service — one by Hayley Lanning and others on April 28 and one by Camp Grounds Coffee and others on June 16.

Plaintiffs in all three actions subsequently served motions for partial summary judgment.

Thereafter, in May and September 2024, the district court denied motions for partial summary judgment filed by the Lanning and Camp Grounds plaintiffs and the Old Jericho plaintiffs, which all three plaintiff groups have now appealed.

To the extent these plaintiffs’ claims are not released by the Am ended Settlement Agreement, Visa believes they are covered by the U.S.

Retrospective Responsibility Plan.

On June 1, 2020, Visa, jointly with other defendants, served a motion for summary judgment regarding the claims in the Injunctive Relief Class complaint.

The putative Injunctive Relief Class plaintiffs served a motion for partial summary judgment.

On September 27, 2021, the district court certified without opt out rights an Injunctive Relief Class consisting of all merchants that accept Visa or Mastercard credit or debit cards in the United States at any time between December 18, 2020 and entry of final judgment.

Injunctive Relief Class.

Following remand from the U.S.

Court of Appeals for the Second Circuit and the appointment of Injunctive Relief Class counsel, on September 27, 2021, the district court certified without opt out rights an Injunctive Relief Class consisting of all merchants that accept Visa or Mastercard credit or debit cards in the United States at any time between December 18, 2020 and entry of final judgment.

From January through April, 2024, the district court issued rulings on various summary judgment motions.

The district court granted in part and denied in part defendants’ motion for summary judgment under Ohio v.

American Express, denied defendants' motions for summary judgment based on the post-IPO conspiracy claims, and granted defendants’ motion for summary judgment on Injunctive Relief Class plaintiffs’ monopolization claims.

The district court denied the Injunctive Relief Class plaintiffs’ motion for partial summary judgment.

On March 25, 2024, Visa and Mastercard entered into an agreement to resolve the Injunctive Relief Class claims (Injunctive Relief Settlement Agreement), subject to court approval.

The Injunctive Relief Settlement Agreement included, 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 may accrue in the future during the term of the Injunctive Relief 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.

Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

financial institution defendants in MDL 1720 filed complaints against certain merchants in the Eastern District of New York seeking, in part, a declaration that Visa’s conduct did not violate federal or state antitrust laws.

The individual merchant actions described in this section have been either assigned to the judge presiding over MDL 1720, have been transferred, or are being considered for transfer by the Judicial Panel on Multidistrict Litigation for inclusion in MDL 1720.

These individual merchant actions are U.S.

The individual merchant actions described in this section are U.S.

covered litigation for purposes of the U.S.

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

financial institutions.

Plaintiffs in certain of the individual merchant actions served motions for partial summary judgment.

On October 9, 2022, defendants’ motion for summary judgment regarding damages for EMV-related chargebacks was denied.

The district court’s rulings on defendants’ summary judgment motions under Ohio v.

American Express and on post-IPO conspiracy claims, described above, apply to these Individual Merchant Actions.

In addition, on October 9, 2022, defendants’ motion for summary judgment regarding damages for EMV-related chargebacks was denied.

On February 22, 2024, defendants' motion for summary judgment based on Illinois Brick standing was denied, and the district court 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 found that merchants serviced by Intuit and Square are members of the MDL Damages Class and therefore granted defendants’ motion to enforce the Amended Settlement Agreement, and denied a motion by Intuit Inc.

and Intuit Payment Solutions, LLC (Intuit) for partial summary judgment, regarding claims in the actions brought by Intuit and Block, Inc.

(Block) in their capacity as payment facilitators.

On August 2, 2024, defendants filed a pre-motion letter setting forth bases for a proposed motion for injunction compelling dismissal of claims by Intuit and Block.

In July 2024, the Judicial Panel on Multidistrict Litigation remanded three actions to the courts in which they were originally filed.

The action led by Grubhub Holdings Inc.

was remanded to the U.S.

District Court for the Northern District of Illinois.

The actions led by Target Corporation and by 7-Eleven, Inc.

were both remanded to the U.S.

District Court for the Southern District of New York, and the U.S.

District Court for the Southern District of New York subsequently set a trial date for a subset of the plaintiffs in those actions.

On August 21, 2024, defendants in those actions filed a motion for a revised summary judgment ruling based on Illinois Brick .

The Company believes it has substantial defenses to the claims asserted in the putative class actions and individual merchant actions, but the final outcome of individual legal claims is inherently unpredictable.

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Consumer Interchange Litigation

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

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

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

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

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

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

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

After plaintiffs filed an amended complaint asserting the same claims as asserted in the prior complaint, Visa removed the action to federal court, and the case was transferred to MDL 1720.

On July 31, 2024, the magistrate judge recommended that a motion by defendants to compel arbitration and stay litigation be denied and a motion by defendants to dismiss plaintiffs’ California law claims be granted.

On August 19, 2024, plaintiffs filed an objection to the magistrate judge’s recommendation.

VE Territory Covered Litigation

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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.

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

They seek damages for alleged anti-competitive conduct in relation to one or more of the following types of interchange fees for credit and debit card transactions:

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

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

As of the filing date, Visa has settled the claims asserted by over 475 Merchants, and there are approximately 600 Merchants with outstanding claims.

2 unchanged sentences

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

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

In judgments published in November 2017 and February 2018, the court found as to that Merchant that Visa’s UK domestic interchange did not restrict competition, but that if it had been found to restrict competition, it would not be exemptible under applicable law.

On July 4, 2018, the Court of Appeal overturned the lower court’s rulings, finding that Visa’s UK domestic interchange restricted competition and the question of whether Visa’s UK domestic interchange was exempt from the finding of restriction under applicable law had been incorrectly decided.

Following an appeal to the Supreme Court of the United Kingdom, on June 17, 2020, the Supreme Court found that Visa’s UK domestic interchange restricted competition under applicable competition law.

On September 30, 2021, Visa reached a confidential settlement agreement resolving one Merchant’s claims.

On November 26, 2021, with respect to certain pending Merchant claims, the UK Competition Appeal Tribunal (CAT) found that UK and certain other domestic and intra-European Economic Area consumer interchange fees before the introduction of the Interchange Fee Regulation (IFR) were a restriction of competition, but that the question of whether those fees, along with inter-European Economic Area fees, are a restriction of competition after the introduction of the IFR would need to be resolved at trial.

The Company anticipates additional claims in the future.

O n June 17, 2020, with respect to claims asserted by one Merchant, the Supreme Court of the United Kingdom found that Visa’s UK domestic interchange restricted competition under applicable competition law.

On September 30, 2021, Visa reached a confidential settlement agreement resolving the Merchant’s claims.

On November 26, 2021, with respect to certain pending Merchant claims, the UK Competition Appeal Tribunal (CAT) found that UK and certain other domestic and intra-European Economic Area consumer interchange fees before the introduction of the Interchange Fee Regulation (IFR) were restrictive of competition, but that the question of whether those fees are a restriction of competition after the introduction of the IFR, along with inter-regional and commercial interchange fees across all time periods, would need to be resolved at trial.

Whether any interchange fees are exempt from the finding of restriction under applicable law and the assessment of damages, if any, will also need to be considered at trial.

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

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

On June 1, 2022, two class action claims were filed against Visa with the CAT on behalf of UK businesses that accepted Visa-branded payment cards at any time since June 1, 2016, alleging that UK domestic, intra-European Economic Area and inter-regional interchange fees on commercial credit cards, and inter-regional interchange fees on consumer cards, are anti-competitive.

The Europe retrospective responsibility plan covers liabilities and losses relating to the covered period, which generally refers to the period before the closing of the Visa Europe acquisition.

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

The Europe retrospective responsibility plan covers liabilities and losses relating to the covered period, which generally refers to the period before the Closing.

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

However, a class certification re-hearing took place in April 2024.

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

In October 2024, the Court of Appeal refused permission to appeal the certification.

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

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

Visa filed its response on July 22, 2024.

Other Litigation

Department of Justice

On March 13, 2012, the Antitrust Division of the U.S.

Department of Justice (Division) issued a Civil Investigative Demand (CID), to Visa Inc.

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

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

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

On March 26, 2021, June 11, 2021, January 4, 2023 and May 2, 2023, the Division issued CIDs to Visa, seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C.

The CIDs focused on U.S.

debit and competition with other payment methods and networks.

On September 24, 2024, the U.S.

Department of Justice filed a complaint in the U.S.

District Court for the Southern District of New York against Visa alleging violations of the Sherman Act.

The complaint alleges Visa has monopolized and attempted to monopolize general purpose debit network services and card-not-present debit

network services in the United States through agreements with merchants, acquirers, and others and that certain agreements unreasonably restrain competition or trade in those markets.

The complaint seeks, among other relief, to enjoin Visa from engaging in the alleged anticompetitive practices.

Debit Class Actions

Beginning on October 1, 2024, five putative class actions were filed in the U.S.

District Court for the Southern District of New York against Visa Inc., alleging that Visa has monopolized and attempted to monopolize general purpose debit network services and card-not-present debit network services in the United States through agreements with merchants, acquirers, and others and that certain agreements unreasonably restrain competition or trade in those markets.

One action was subsequently dismissed voluntarily.

An additional putative class action was filed in the U.S.

District Court for the Northern District of California asserting similar allegations.

Each of the pending cases alleges violations of the Sherman Act and seeks damages, among other relief.

Some of these cases assert violations of one or more state laws and seek injunctive relief.

Plaintiffs in these actions seek to represent one of the following classes:

(i) merchants or others that accepted general-purpose Visa debit cards from certain dates in October 2020;

(ii) persons who either purchased goods or services from a merchant that accepted Visa debit cards or who directly or indirectly paid interchange fees as debit card holders from October 20, 2020;

or (iii) persons, business, or entities that have paid Visa’s fees for debit transaction routing services from September 24, 2020.

Federal Trade Commission Civil Investigative Demand

On November 4, 2019, the Bureau of Competition of the U.S.

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

On June 9, 2020, the FTC issued a CID to Visa requesting additional documents and information.

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

ATM Access Fee Litigation

National ATM Council Class Action .

In October 2011, the National ATM Council and thirteen non-bank ATM operators filed a purported class action lawsuit against Visa (Visa Inc., Visa International, Visa U.S.A.

and Plus System, Inc.) and Mastercard in the U.S.

In October 2011, the National ATM Council and thirteen non-bank ATM operators filed a purported class action lawsuit against Visa and Mastercard in the U.S.

District Court for the District of Columbia.

2 unchanged sentences

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

On July 25, 2023, the U.S.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

Consumer Class Actions .

In October 2011, a purported consumer class action was filed against Visa and Mastercard in the same federal court challenging the same ATM access fee rules.

Two other purported consumer class actions challenging the rules, later combined, were also filed in October 2011 in the same federal court naming Visa, Mastercard and three financial institutions as defendants.

In October 2011, a purported consumer class action, Burke, et al.

Visa Inc., et al.

( Burke ) was filed against Visa and Mastercard in the same federal court challenging the same ATM access fee rules.

Two other purported consumer class actions challenging the rules, later combined in Mackmin, et al.

Visa Inc., et al., ( Mackmin ), were also filed in October 2011 in the same federal court naming Visa, Mastercard and three financial institutions as defendants.

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

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

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

On July 25, 2023, the U.S.

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

Department of Justice Civil Investigative Demand ( 2012 )

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

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

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

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

Pulse Network

On November 25, 2014, Pulse Network LLC filed suit against Visa Inc.

in federal district court in Texas, alleging that Visa has, among other things, monopolized and attempted to monopolize debit card network services markets.

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

On August 4, 2021, the district court granted class certification in each case.

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

On May 2, 2024, Visa and Mastercard entered a definitive class settlement agreement with plaintiffs in Mackmin , which the district court preliminarily approved on July 26, 2024.

Burke, the remaining consumer action, is still pending.

EMV Chip Liability Shift

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The amended complaint asserts that defendants, through EMVCo, conspired to shift liability for fraudulent, faulty, or otherwise rejected payment card transactions from defendants to the purported class of merchants, defined as those merchants throughout the U.S.

who have been subjected to the “Liability Shift” since October 2015.

who have been subjected to the “Liability Shift” since

October 2015.

Plaintiffs claim that the “Liability Shift” violates Sections 1 and 3 of the Sherman Act and certain state laws, and seek treble damages, injunctive relief and attorneys’ fees.

EMVCo and the financial institution defendants were dismissed, and the matter was subsequently transferred to the U.S.

District Court for the Eastern District of New York, which has clarified that this case is not part of MDL 1720.

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

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

Federal Trade Commission Civil Investigative Demand

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

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

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

Euronet Litigation

On December 13, 2019, Euronet 360 Finance Limited, Euronet Polska Spolka z.o.o.

and Euronet Services spol.

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

and Mastercard Incorporated, and certain of their subsidiaries, breach

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30, 2023

various competition laws.

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

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

European Commission Staged Digital Wallets Investigation

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

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

District Court for the Eastern District of New York.

The district court clarified that this case is not part of MDL 1720, and on August 28, 2020, granted plaintiffs’ motion for class certification.

On November 30, 2022, Visa and other defendants served motions to decertify and for summary judgment, which the court subsequently denied.

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.

(Apple), 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.

After various orders that resulted in the case being maintained in its originally filed court, plaintiffs filed an Amended Class Action Complaint on August 5, 2024.

Thereafter, the district court set a trial date in 2026.

On September 26, 2024, defendants filed a motion to dismiss the Amended Class Action Complaint.

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 Internal Revenue Service 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.

European Commission Client Incentive Agreements Investigation

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

On October 1, 2024, the EC informed Visa that it has closed the matter.

European Commission Acquirer Fees Investigation

On August 30, 2024, the EC informed Visa that it has opened a preliminary investigation into Visa’s fees charged to acquirers.

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

German ATM Litigation

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

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

Department of Justice Civil Investigative Demand (2021)

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

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

The CIDs focus on U.S.

debit and competition with other payment methods and networks.

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

Foreign Currency Exchange Rate Litigation

Following an initial class action complaint filed on July 9, 2021, an amended class action complaint was filed on December 6, 2021 against Visa in the U.S.

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

The amended complaint asserted claims for unjust enrichment and restitution as well as violations of the California Unfair Competition Law, the Washington Consumer Protection Act, the Massachusetts Consumer Protection Act, and the New Jersey Consumer Fraud Act.

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

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

European Commission Client Incentive Agreements Investigation

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

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

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

Jurisdictional challenges have been granted in some claims and denied in other claims, and these decisions have been appealed.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

1 unchanged sentence

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data