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Item 1. Financial Statements

2025-01-31 compared with 2024-07-24 · 135 added, 337 removed, 607 unchanged (44% of the section changed)

26 unchanged sentences

Accrued liabilities 4,690 4,909

Current maturities of debt 3,929 —

Accrued litigation 1,649 1,727

5 unchanged sentences

Commitments and contingencies (Note 13)

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

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

Common stock, $ 0.0001 par value:

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

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

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

Class A common stock, 1,726 and 1,733 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively

Class B-1 and B-2 total common stock, 125 shares issued and outstanding as of December 31, 2024 and September 30, 2024

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

Right to recover for covered losses ( 123 ) ( 104 )

12 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

(in millions, except per share data)

21 unchanged sentences

Class B-2 common stock (1)

$ 3.82 $ — $ 11.25 $ —

Class C common stock $ 10.33 $ 9.58

8 unchanged sentences

Class B-2 common stock (1)

$ 3.81 $ — $ 11.24 $ —

Class C common stock $ 10.32 $ 9.57

4 unchanged sentences

Class C common stock 10 9

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

(1) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer in May 2024.

See Note 9—Stockholders’ Equity for further details.

2 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

(in millions)

5 unchanged sentences

Defined benefit pension and other postretirement plans:

Net unrealized actuarial gain (loss) and prior service credit (cost)

Income tax effect — — ( 2 ) ( 1 )

Reclassification adjustments 1 3

12 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended June 30, 2024

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

Income Accumulated

Comprehensive

Income (Loss)

Shares Amount Shares Amount

(in millions, except per share data)

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

Net income 4,872 4,872

Other comprehensive income (loss)

( 62 ) ( 62 )

VE territory covered losses incurred ( 21 ) ( 21 )

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

Conversions to class A common stock

( 21 ) 91 21 —

Class B-1 common stock exchange offer

Share-based compensation

Stock issued under equity plans 1 84 84

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

Cash dividends declared and paid, at a quarterly amount of $ 0.52 per class A common stock

( 1,056 ) ( 1,056 )

Repurchases of class A common stock

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

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

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Nine Months Ended June 30, 2024

Three Months Ended December 31, 2024

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

12 unchanged sentences

( 119 ) 3 119 —

Class B-1 common stock exchange offer

Share-based compensation 224 224

Stock issued under equity plans 3 127 127

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

( 1 ) ( 189 ) ( 189 )

Cash dividends declared and paid, at a quarterly amount of $ 0.52 per class A common stock

( 3,176 ) ( 3,176 )

Repurchases of class A common stock

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

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

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

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

Refer to Note 5—U.S.

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

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Three Months Ended June 30, 2023

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

Income Accumulated

Comprehensive

Income (Loss)

Shares Amount Shares Amount

(in millions, except per share data)

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

Net income 4,156 4,156

Other comprehensive income (loss)

VE territory covered losses incurred ( 6 ) ( 6 )

Recovery through conversion rate adjustment ( 16 ) 16 —

Conversions to class A common stock

( 83 ) 1 83 —

Share-based compensation

Stock issued under equity plans 1 71 71

Restricted stock and performance-based shares settled in cash for taxes ( 1 ) ( 7 ) ( 7 )

Shares withheld for taxes related to stock issued under equity plans ( 1 ) ( 235 ) ( 235 )

Cash dividends declared and paid, at a quarterly amount of $ 0.59 per class A common stock

1 unchanged sentence

Repurchases of class A common stock ( 13 ) ( 140 ) ( 3,800 ) ( 3,940 )

Balance as of December 31, 2024 5 $ 904 (1)

1,860 $ 21,324 $ ( 123 ) $ 17,438 $ ( 1,247 ) $ 38,296

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

(1) As of December 31, 2024 and September 30, 2024, the book value of series A convertible participating preferred stock (series A preferred stock) was $ 421 million and $ 540 million, respectively.

See Note 5—U.S.

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.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

Nine Months Ended June 30, 2023

Three Months Ended December 31, 2023

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

14 unchanged sentences

Stock issued under equity plans 2 104 104

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

Shares withheld for taxes related to stock issued under equity plans ( 1 ) ( 172 ) ( 172 )

Cash dividends declared and paid, at a quarterly amount of $ 0.52 per class A common stock

1 unchanged sentence

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

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

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

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

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

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

Refer to Note 5—U.S.

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

See Note 5—U.S.

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended

(in millions)

8 unchanged sentences

(Gains) losses on equity investments, net 75 ( 4 )

Other 122 ( 7 )

Change in operating assets and liabilities:

10 unchanged sentences

Purchases of property, equipment and technology ( 345 ) ( 267 )

Investment securities:

Purchases ( 4,443 ) ( 2,817 )

Proceeds from maturities and sales 3,866 2,410

Purchases of investment securities — ( 2,743 )

Proceeds from maturities and sales of investment securities 2,042 1,137

Acquisitions, net of cash and restricted cash acquired ( 906 ) —

Purchases of other investments ( 6 ) ( 11 )

Settlement of derivative instruments — 402

Other investing activities 5 ( 5 )

2 unchanged sentences

Repurchases of class A common stock ( 4,011 ) ( 3,580 )

Repayments of debt — ( 2,250 )

Dividends paid ( 1,170 ) ( 1,060 )

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

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

Proceeds from stock issued under equity plans 127 104

Taxes paid related to stock issued under equity plans ( 235 ) ( 172 )

Other financing activities ( 186 ) 329

3 unchanged sentences

203 ( 2,354 )

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

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 19,276 $ 21,039

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

19,763 21,990

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

$ 19,966 $ 19,636

Supplemental Disclosure

Cash paid for income taxes, net (1)

$ 1,194 $ 1,503

Interest payments on debt $ 213 $ 213

Accruals related to purchases of property, equipment and technology $ 40 $ 26

(1) For the three months ended December 31, 2024, the amount includes $ 1.1 billion of cash paid for federal transferable tax credits.

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

9 unchanged sentences

The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (U.S.

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 unaudited consolidated financial statements as of and for the periods presented.

12 unchanged sentences

Note 2—Acquisitions

On January 16, 2024, Visa acquired Pismo Holdings, a global cloud-native issuer processing and core banking platform, for a purchase consideration of $ 929 million.

The Company allocated $ 139 million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $ 790 million to goodwill .

In December 2024, Visa acquired Featurespace Limited, a developer of real-time artificial intelligence payments protection technology that prevents and mitigates payments fraud and financial crime risks, for a purchase consideration of $ 946 million.

Due to the limited amount of time since the acquisition date, the initial allocation of the purchase price has not yet been completed.

On a provisional basis, the Company allocated $ 143 million of the purchase consideration to technology, customer relationships and deferred tax liabilities and the remaining $ 803 million to goodwill.

The Company expects to finalize the purchase price allocation once the information required to complete the accounting is available, but no later than one year from the acquisition date.

Note 3—Revenue

2 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

(in millions)

2 unchanged sentences

Data processing revenue

4,489 4,105 13,104 11,751

International transaction revenue

3,194 2,920 9,197 8,466

Other revenue

780 597 2,228 1,735

Client incentives ( 3,797 ) ( 3,348 )

1 unchanged sentence

Three Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

(in millions)

2 unchanged sentences

$ 9,510 $ 8,634

For the three months ended December 31, 2024 and 2023, revenue from value-added services was $ 2.4 billion and $ 2.1 billion, respectively.

Revenue from value-added services is recognized within data processing, other and service revenue.

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

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

As of December 31, 2024, the remaining performance obligations were $ 4.3 billion.

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

11 unchanged sentences

$ 19,966 $ 19,763

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

and Europe Retrospective Responsibility Plans

7 unchanged sentences

See Note 13—Legal Matters .

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:

Nine Months Ended

Three Months Ended

(in millions)

1 unchanged sentence

$ 3,089 $ 1,764

Deposits into the U.S.

litigation escrow account — 850

Payments to opt-out merchants (1) , net of interest earned on escrow funds

( 168 ) ( 672 )

Balance as of end of period

8 unchanged sentences

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

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

Nine Months Ended

June 30, 2024

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:

Three Months Ended

December 31, 2024

Preferred Stock Right to Recover for Covered Losses

8 unchanged sentences

$ 99 $ 384 $ ( 123 )

Nine Months Ended

June 30, 2023

Three Months Ended

December 31, 2023

Preferred Stock Right to Recover for Covered Losses

8 unchanged sentences

$ 419 $ 798 $ ( 139 )

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

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

See Note 13—Legal Matters .

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

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

June 30, 2024 September 30, 2023

December 31, 2024 September 30, 2024

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

10 unchanged sentences

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

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

(2) As of December 31, 2024, the as-converted value of preferred stock is calculated as the product of:

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

5 unchanged sentences

and (c) $ 274.95 , Visa’s class A common stock closing stock price.

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

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

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

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

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

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

Note 6—Fair Value Measurements and Investments

4 unchanged sentences

2024 September 30,

2023 June 30,

2024 December 31,

2024 September 30,

7 unchanged sentences

government-sponsored debt securities

— — 789 1,108

Treasury securities

21 unchanged sentences

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

June 30, 2024

December 31, 2024

Cost Gross Unrealized Fair

9 unchanged sentences

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

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

June 30, 2024

Less Than 12 Months

12 Months or Greater

Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

(in millions)

government-sponsored debt securities $ 526 $ ( 1 ) $ 164 $ ( 1 )

Treasury securities 2,496 ( 7 ) 1,704 ( 19 )

Total $ 3,022 $ ( 8 ) $ 1,868 $ ( 20 )

September 30, 2023

Less Than 12 Months

12 Months or Greater

Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

(in millions)

government-sponsored debt securities $ 412 $ ( 2 ) $ 50 $ —

Treasury securities 1,360 ( 12 ) 2,128 ( 68 )

Total $ 1,772 $ ( 14 ) $ 2,178 $ ( 68 )

The unrealized losses were primarily attributable to changes in interest rates.

The stated maturities of debt securities were as follows:

4 unchanged sentences

Equity Securities

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

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

For the three months ended December 31, 2024 and 2023, the Company recognized net unrealized losses of $ 83 million and net unrealized gains of $ 36 million, respectively, on marketable and non-marketable equity securities held as of period end.

Fair value measurement alternative.

2 unchanged sentences

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:

2024 September 30,

(in millions)

2 unchanged sentences

Downward adjustments, including impairment

( 552 ) ( 465 )

Carrying amount

$ 1,068 $ 1,156

Unrealized gains and losses of the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative were as follows:

Three Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

(in millions)

1 unchanged sentence

Downward adjustments, including impairment

$ ( 13 ) $ — $ ( 28 ) $ ( 86 )

Other Fair Value Disclosures

Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets.

The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets.

The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, instruments.

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

As of June 30, 2024, the carrying value and estimated fair value of debt was $ 20.6 billion and $ 18.3 billion, respectively.

As of December 31, 2024, the carrying value and estimated fair value of debt was $ 20.6 billion and $ 18.4 billion, respectively.

As of September 30, 2024, the carrying value and estimated fair value of debt was $ 20.8 billion and $ 19.2 billion, respectively.

Other financial instruments not measured at fair value.

As of June 30, 2024, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities.

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

As of December 31, 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 instruments would be classified as Level 2 in the fair value hierarchy.

Non-financial assets.

1 unchanged sentence

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

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

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

The Company had outstanding debt as follows:

49 unchanged sentences

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

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

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

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

For the three months ended December 31, 2024, the Company’s maximum daily settlement exposure was $ 153.4 billion and the average daily settlement exposure was $ 89.7 billion.

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 December 31, 2024, the Company had total collateral of $ 7.9 billion.

Note 9—Stockholders’ Equity

As-converted class A common stock.

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

June 30, 2024 September 30, 2023

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

December 31, 2024 September 30, 2024

Outstanding Conversion Rate Into

12 unchanged sentences

120 1.5430 (3)

186 120 1.5430 (3)

Class C common stock 9 4.0000 37 10 4.0000 39

5 unchanged sentences

Conversion rates are presented on a rounded basis.

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

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

Series A preferred stock issuance.

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

See Note 5—U.S.

and Europe Retrospective Responsibility Plans.

Reduction in as-converted shares.

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

litigation escrow account under the U.S.

retrospective responsibility plan:

Nine Months Ended

(in millions, except per share data)

Reduction in equivalent number of class A common stock — 4

Effective price per share (1)

Deposits into the U.S.

litigation escrow account $ — $ 850

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

Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation.

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

Nine Months Ended

June 30, 2024 Nine Months Ended

June 30, 2023

Three Months Ended

December 31, 2024 Three Months Ended

December 31, 2023

Series B Series C Series B Series C

5 unchanged sentences

$ 5 $ 3 $ 22 $ 3

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

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

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

(2) Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock.

2 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

(in millions, except per share data)

7 unchanged sentences

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

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

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

These authorizations have no expiration date.

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

As of December 31, 2024, shares repurchased in the open market include $ 70 million unsettled repurchases.

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

This authorization has no expiration date.

As of December 31, 2024, the Company’s share repurchase program had remaining authorized funds of $ 9.1 billion.

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

For the three months ended December 31, 2024 and 2023, the Company declared and paid dividends of $ 1.2 billion and $ 1.1 billion, respectively.

On January 28, 2025, 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 March 3, 2025 to all holders of record as of February 11, 2025.

Class B common stock.

On January 23, 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation authorizing Visa to implement an exchange offer program that would have the effect of releasing transfer restrictions on portions of the Company’s class B common stock by allowing holders to exchange a portion of their outstanding shares of class B common stock for shares of freely tradeable class C common stock.

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

In January 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation that authorized Visa to implement an exchange offer program that released 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.

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

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

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

Class B-1 common stock exchange offer .

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

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

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

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

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

Future conversion rate adjustments for

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

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

Capital stock authorized.

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

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

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

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

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

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

On July 23, 2024, the Company’s board declared a quarterly cash dividend of $ 0.52 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on September 3, 2024, to all holders of record as of August 9, 2024.

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

Note 10—Earnings Per Share

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

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

Class A common stock $ 3,870 1,610 $ 2.40 $ 4,872 2,029 (2)

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

Class B-2 common stock (3)

283 74 $ 3.82 $ 282 74 $ 3.81

Class C common stock 275 29 $ 9.62 $ 275 29 $ 9.60

Participating securities 72 Not presented Not presented $ 72 Not presented Not presented

Net income $ 4,872

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

The following tables present earnings per share:

Three Months Ended

December 31, 2024

Basic Earnings Per Share Diluted Earnings Per Share

9 unchanged sentences

Net income $ 5,119

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

Basic Earnings Per Share Diluted Earnings Per Share

Outstanding (B) Earnings per

(in millions, except per share data)

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

Class B-1 common stock

785 245 $ 3.20 $ 784 245 $ 3.19

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

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

Net income $ 4,156

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

Three Months Ended

December 31, 2023

Basic Earnings Per Share Diluted Earnings Per Share

4 unchanged sentences

Class B-1 common stock 933 245 $ 3.80 $ 932 245 $ 3.80

2,369 245 $ 9.65 $ 2,366 245 $ 9.64

Class C common stock 91 9 $ 9.58 $ 91 9 $ 9.57

1 unchanged sentence

Net income $ 4,890

(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.

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

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

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

(3) Diluted class A common stock earnings per share calculation includes the assumed conversion of any 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 the three months ended December 31, 2024 and 2023.

(4) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer in May 2024.

See Note 9—Stockholders’ Equity for further details.

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

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

Three Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

(in millions)

Class B-1 common stock

155 393 312 393

Class B-2 common stock (1)

1 unchanged sentence

Participating securities

Series A preferred stock

Series B preferred stock

Series C preferred stock

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

(1) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer in May 2024.

See Note 9—Stockholders’ Equity for further details.

Note 11—Share-based Compensation

The following table presents the equity awards granted to employees and non-employee directors under the amended and restated 2007 Equity Incentive Compensation Plan (EIP) during the nine months ended June 30, 2024:

The following table presents the equity awards granted to employees and non-employee directors under the amended and restated 2007 Equity Incentive Compensation Plan (EIP) for the three months ended December 31, 2024:

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

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

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

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

For the three months ended December 31, 2024 and 2023, the Company recorded share-based compensation cost related to the EIP of $ 215 million and $ 200 million, respectively.

Note 12—Income Taxes

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

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

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

• During the nine months ended June 30, 2023, a $ 142 million tax benefit due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination.

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

For the three months ended December 31, 2024 and 2023, the effective income tax rates were 17 % and 19 %, respectively.

The effective income tax rates differ due to various items including a change in the geographic mix of earnings.

For the three months ended December 31, 2024, the Company’s gross unrecognized tax benefits increased $ 93 million, and the Company’s net unrecognized tax benefits increased $ 12 million.

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

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

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

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

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

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

Court of Federal Claims challenging the position of the IRS.

See further discussion in Note 13—Legal Matters .

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

As a result, the Company withdrew its appeals to the appellate authorities for these years.

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

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

3 unchanged sentences

Note 13—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.

5 unchanged sentences

The following table summarizes the activity related to accrued litigation:

Nine Months Ended

Three Months Ended

(in millions)

22 unchanged sentences

covered litigation:

Nine Months Ended

Three Months Ended

(in millions)

6 unchanged sentences

$ 1,564 $ 1,461

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

For the three months ended December 31, 2024, the Company recorded an additional accrual of $ 27 million to address claims associated with the interchange multidistrict litigation.

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

1 unchanged sentence

While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation.

The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect

to the litigation.

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

The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached.

3 unchanged sentences

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.

2 unchanged sentences

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

Nine Months Ended

Three Months Ended

(in millions)

4 unchanged sentences

Covered Litigation

Interchange Multidistrict Litigation (MDL) - Class Actions

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

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

American Express were granted in part and denied in part.

On February 22, 2024, the district court denied defendants' motions for summary judgment based on the post-IPO conspiracy claims.

On February 26, 2024, plaintiffs in the action led by Old Jericho Enterprise, Inc.

served a motion for partial summary judgment.

On March 11, 2024, the district court denied the Injunctive Relief Class plaintiffs’ motion for partial summary judgment.

On April 2, 2024, the district court granted defendants’ motion for summary judgment on Injunctive Relief Class plaintiffs’ monopolization claims.

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

The Settlement Agreement includes, among other terms, (i) a release from class members for claims for declaratory, injunctive or equitable relief arising out of conduct alleged by the Injunctive Relief Class in the litigation that have accrued or accrue in the future during the term of the Settlement Agreement;

(ii) provisions requiring reductions and caps on U.S.

credit interchange rates;

and (iii) provisions requiring modifications to the Company’s rules in the U.S.

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

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

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

Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions

Visa has reached settlements with a number of merchants representing approximately 74 % of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

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

payment facilitators.

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

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

American Express were granted in part and denied in part.

On February 22, 2024, the district court denied defendants' motions for summary judgment based on Illinois Brick standing and on the post-IPO conspiracy claims, and denied as moot certain plaintiffs’ motions for partial summary judgment.

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

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

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

District Court for the Northern District of Illinois.

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

District Court for the Southern District of New York.

On November 15, 2024, defendants served a motion for injunction compelling dismissal of claims by Intuit and Block.

On December 18, 2024, in the actions led by Target Corporation and by 7-Eleven, Inc., the U.S.

District Court for the Southern District of New York denied defendants’ motion for a revised summary judgment ruling based on Illinois Brick.

Consumer Interchange Litigation

On February 9, 2024, defendants filed a motion to dismiss the complaint and to compel arbitration.

On December 20, 2024, the district court adopted the magistrate judge’s recommendation to deny defendants’ motion to compel arbitration and grant defendants’ motion to dismiss plaintiffs’ California law claims, and plaintiffs moved for reconsideration.

VE Territory Covered Litigation

Europe Merchant Litigation

Since July 2013, proceedings have been commenced by more than 1,150 Merchants (the capitalized term “Merchant” when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc.

and other Visa subsidiaries in the UK and other countries primarily relating to interchange rates in Europe and in some cases relating to fees charged by Visa and certain Visa rules.

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

In addition, 30 additional Merchants have threatened to commence similar proceedings.

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

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

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

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

On December 19, 2024 the UK Court of Appeal issued a decision restricting Merchant damages to six years preceding the claim filing.

The six-year limitation period will apply to all existing and future Merchant claims brought under English law in the Courts of England and Wales.

Other Litigation

European Commission Interregional Interchange Investigation

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

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

Department of Justice

On December 16, 2024, Visa filed a motion to dismiss the complaint.

Debit Class Actions

On November 26, 2024, plaintiffs in the four putative class actions brought on behalf of merchants then-pending in the U.S.

District Court for the Southern District of New York moved to consolidate their cases, appoint interim leadership, and enter an interim schedule, which the court granted.

On December 16, 2024, those plaintiffs filed an amended consolidated complaint.

On December 13, 2024, plaintiffs in three putative class actions brought on behalf of cardholders pending in or being transferred to the U.S.

District Court for the Southern District of New York moved to consolidate their cases, appoint interim leadership and enter an interim schedule, which the court granted.

Two remaining cardholder actions were subsequently transferred to that court.

On December 27, 2024, plaintiffs in the consolidated cardholder actions filed an amended consolidated complaint.

On January 29, 2025, an additional putative class action brought on behalf of merchants was filed in the U.S.

District Court for the Southern District of New York.

Securities Class Action

On November 20, 2024, Beibei Cai filed a putative securities class action in the U.S.

District Court for the Northern District of California against Visa Inc., and certain of our officers on behalf of all persons or entities who purchased or otherwise acquired publicly traded Visa securities between November 16, 2023 and September 23, 2024.

The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 in failing to disclose that Visa was in violation of U.S.

federal antitrust laws, as was alleged in the lawsuit filed by the U.S.

Department of Justice on September 24, 2024 (see U.S.

Department of Justice matter).

The plaintiff seeks a ruling that this case may proceed as a class action, and seeks damages, attorneys’ fees, and costs.

Debit Surcharge Class Action

On December 4, 2024, James Williams filed a putative class action in the U.S.

District Court for the Northern District of California against Visa Inc.

on behalf of a nationwide class of all persons in the United States who paid a surcharge when completing a purchase with a Visa debit card in a transaction with a merchant located in the United States since 2010.

The complaint claims that Visa has failed to enforce its rules prohibiting merchants from surcharging those transactions, and that plaintiff and putative class members have been harmed as a result.

Plaintiff asserts breach of contract, unjust enrichment and unfair competition claims, and seeks monetary damages, declaratory and injunctive relief.

ATM Access Fee Litigation

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

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

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

The remaining consumer action, Burke v.

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

Pulse Network

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

MiCamp Solutions

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

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

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

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

On March 5, 2024, MiCamp Solutions filed an amended complaint on behalf of the same purported class and subclass, and containing similar allegations as in the original complaint, and on March 19, 2024, Visa filed a motion to dismiss that amended complaint.

Mirage Wine + Spirit’s Inc.

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

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

against Apple Inc., Visa Inc.

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

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

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

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

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

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

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

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

District Court for the Southern District of Illinois.

Income Tax Litigation

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

Court of Federal Claims.

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

On December 6, 2024, plaintiffs in the Mackmin action filed a motion for final approval of the class action settlement with Visa and Mastercard.

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

What changed 10-Q

Item 1. Financial Statements