What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-30 compared with 2025-04-30 · 109 added, 89 removed, 317 unchanged (38% of the section changed)

23 unchanged sentences

Financial overview.

A summary of our as-reported U.S.

GAAP and non-GAAP operating results is as follows:

A summary of our GAAP and non-GAAP operating results is as follows:

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(in millions, except percentages and per share data)

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(2) For a full reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below.

For the three and six months ended March 31, 2025, net revenue increased 9% and 10% over the prior-year comparable periods, respectively, primarily due to the growth in processed transactions, nominal cross-border volume and nominal payments volume, partially offset by higher client incentives.

For the three and six months ended March 31, 2025, exchange rate movements lowered our net revenue growth by approximately two percentage points and one percentage point, respectively.

For the three and nine months ended June 30, 2025, net revenue increased 14% and 11% over the prior-year comparable periods, respectively, primarily due to the growth in processed transactions, nominal cross-border volume and nominal payments volume, partially offset by higher client incentives.

For the three months ended June 30, 2025, exchange rate movements did not have a material impact on net revenue growth.

For the nine months ended June 30, 2025, exchange rate movements lowered our net revenue growth by approximately one percentage point.

See Results of Operations—Net Revenue below for further discussion.

For the three months ended March 31, 2025, operating expenses increased 22% over the prior-year comparable period, primarily driven by higher litigation provision.

For the six months ended March 31, 2025, operating expenses increased 22% over the prior-year comparable period, primarily driven by higher litigation provision and personnel expense.

For the three and nine months ended June 30, 2025, operating expenses increased 35% and 26% over the prior-year comparable periods, respectively, primarily driven by higher litigation provision and personnel expenses.

See Results of Operations—Operating Expenses below for further discussion.

For the three and six months ended March 31, 2025, exchange rate movements lowered our operating expense growth by approximately two percentage points and one percentage point, respectively.

For the three months ended March 31, 2025, non-GAAP operating expenses increased 7% over the prior-year comparable period, primarily driven by higher personnel, marketing, and depreciation and amortization expenses.

For the six months ended March 31, 2025, non-GAAP operating expenses increased 9% over the prior-year comparable period, primarily driven by higher personnel, general and administrative, and depreciation and amortization expenses.

For the three and nine months ended June 30, 2025, exchange rate movements lowered our operating expense growth by approximately half a percentage point and one percentage point, respectively.

For the three and nine months ended June 30, 2025, non-GAAP operating expenses increased 13% and 10% over the prior-year comparable periods, respectively, primarily driven by higher personnel, general and administrative, and depreciation and amortization expenses.

Senior notes.

In May 2025, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.5 billion ($3.9 billion), with maturities ranging between 3 and 19 years.

See Note 7—Debt to our unaudited consolidated financial statements.

In December 2024, we acquired Featurespace Limited (Featurespace), 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.

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Interchange multidistrict litigation .

For the six months ended March 31, 2025, we recorded additional accruals of $1.0 billion to address claims associated with the interchange multidistrict litigation.

For the nine months ended June 30, 2025, we recorded additional accruals of $1.5 billion to address claims associated with the interchange multidistrict litigation.

We also made deposits of $375 million into the U.

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Common stock repurchases.

For the six months ended March 31, 2025, we repurchased 26 million shares of our class A common stock in the open market for $8.4 billion.

As of March 31, 2025, our share repurchase program had remaining authorized funds of $4.7 billion.

In April 2025, our board of directors authorized a new $30.0 billion share repurchase program, providing multi-year flexibility.

In April 2025, our board of directors authorized a $30.0 billion share repurchase program, providing multi-year flexibility.

For the nine months ended June 30, 2025, we repurchased 40 million shares of our class A common stock in the open market for $13.2 billion.

As of June 30, 2025, our share repurchase program had remaining authorized funds of $29.8 billion.

See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

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• Severance costs.

For the six months ended March 31, 2025, we recorded severance costs within personnel expense to realign our organizational structure and focus on areas that will drive higher long-term growth.

For the nine months ended June 30, 2025, we recorded severance costs within personnel expense to realign our organizational structure and focus on areas that will drive higher long-term growth.

This broad-based optimization effort has been excluded as it is not representative of our ongoing operations.

• Lease consolidation costs.

For the six months ended March 31, 2025, and three and six months ended March 31, 2024, we recorded charges within general and administrative expense associated with the consolidation of certain leased office spaces.

For the nine months ended June 30, 2025 and 2024, we recorded charges within general and administrative expense associated with the consolidation of certain leased office spaces.

We have excluded these amounts as it does not reflect the underlying performance of our business.

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Litigation provision associated with these matters can vary significantly based on the facts and circumstances related to each matter and do not correlate to the underlying performance of our business.

For the three and six months ended March 31, 2025 and 2024, we have excluded these amounts to facilitate a comparison to our past operating performance.

For the three and nine months ended June 30, 2025 and 2024, we have excluded these amounts to facilitate a comparison to our past operating performance.

Under the U.S.

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covered litigation through a downward adjustment to the rate at which shares of our class B-1 and class B-2 common stock ultimately convert into shares of class A common stock.

For the three and six months ended March 31, 2025, basic and diluted earnings per class A common stock was unchanged.

For the three and six months ended March 31, 2024, there was no conversion rate adjustment.

For the three months ended June

30, 2025 and the three and nine months ended June 30, 2024, there was no conversion rate adjustment.

For the nine months ended June 30, 2025, basic and diluted earnings per class A common stock was unchanged.

See Note 5—U.S.

and Europe Retrospective Responsibility Plans to our unaudited consolidated financial statements.

Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with U.S.

The following tables reconcile our as-reported financial measures, calculated in accordance with U.S.

GAAP, to our respective non-GAAP financial measures:

and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

• Indirect taxes.

During the three and nine months ended June 30, 2024, as a result of the resolution of an audit, we recognized a benefit within general and administrative expense related to the release of the reserve previously recognized in fiscal 2021.

This one-time benefit is not representative of our ongoing operations.

• Charitable contribution.

During the three and nine months ended June 30, 2024, we donated investment securities to the Visa Foundation and recognized a non-cash general and administrative expense.

We have excluded this amount as it does not reflect the underlying performance of our business.

The following tables reconcile our GAAP to non-GAAP financial measures:

Three Months Ended

March 31, 2025

June 30, 2025

Operating Expenses Non-operating Income (Expense) Income Tax Provision (1)

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(in millions, except percentages and per share data)

As reported $ 4,159 $ 3 $ 861 15.8 % $ 4,577 $ 2.32

$ 3,995 $ 156 $ 1,061 16.7 % $ 5,272 $ 2.69

(Gains) losses on equity investments, net — 35 7 28 0.01

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Non-GAAP $ 3,307 $ 191 $ 1,222 17.3 % $ 5,834 $ 2.98

Six Months Ended

March 31, 2025

Nine Months Ended

June 30, 2025

Operating Expenses Non-operating Income (Expense) Income Tax Provision (1)

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(in millions, except percentages and per share data)

As reported $ 7,435 $ (31) $ 1,942 16.7 % $ 9,696 $ 4.90

$ 11,430 $ 125 $ 3,003 16.7 % $ 14,968 $ 7.59

(Gains) losses on equity investments, net — 133 29 104 0.05

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Three Months Ended

March 31, 2024

June 30, 2024

Operating Expenses Non-operating Income (Expense) Income Tax Provision (1)

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(in millions, except percentages and per share data)

As reported $ 3,421 $ 159 $ 850 15.4 % $ 4,663 $ 2.29

$ 2,962 $ 51 $ 1,117 18.6 % $ 4,872 $ 2.40

(Gains) losses on equity investments, net — 22 5 17 0.01

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Litigation provision

(424) — 95 329 0.16

Lease consolidation costs

(57) — 13 44 0.02

Indirect taxes 118 — (29) (89) (0.04)

Charitable contribution (67) — 26 41 0.02

Non-GAAP $ 2,927 $ 73 $ 1,137 18.8 % $ 4,909 $ 2.42

Six Months Ended

March 31, 2024

Nine Months Ended

June 30, 2024

Operating Expenses Non-operating Income (Expense) Income Tax Provision (1)

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(in millions, except percentages and per share data)

As reported $ 6,101 $ 247 $ 2,002 17.3 % $ 9,553 $ 4.68

$ 9,063 $ 298 $ 3,119 17.8 % $ 14,425 $ 7.08

(Gains) losses on equity investments, net — 48 11 37 0.02

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(57) — 13 44 0.02

Indirect taxes 118 — (29) (89) (0.04)

Charitable contribution (67) — 26 41 0.02

Non-GAAP $ 8,417 $ 346 $ 3,274 17.9 % $ 14,964 $ 7.34

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Three Months Ended

December 31, (1)

March 31, (1)

Three Months Ended

December 31, (1)

March 31, (1)

Three Months Ended

December 31, (1)

March 31, (1)

(in billions, except percentages)

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International Visa

Six Months Ended

December 31, (1)

Six Months Ended

December 31, (1)

Six Months Ended

December 31, (1)

Nine Months Ended

March 31, (1)

Nine Months Ended

March 31, (1)

Nine Months Ended

March 31, (1)

(in billions, except percentages)

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Three Months Ended

Ended December 31,

Nine Months Ended March 31,

Nominal Constant (7)

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(1) Service revenue in a given quarter is primarily assessed based on nominal payments volume in the prior quarter.

Therefore, service revenue reported for the three and six months ended March 31, 2025 and 2024, respectively, was based on nominal payments volume reported by our financial institution clients for the three and six months ended December 31, 2024 and 2023, respectively.

Therefore, service revenue reported for the three and nine months ended June 30, 2025 and 2024, respectively, was based on nominal payments volume reported by our financial institution clients for the three and nine months ended March 31, 2025 and 2024, respectively.

On occasion, previously presented volume information may be updated.

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Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(in millions, except percentages)

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Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(in millions, except percentages)

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Percentage changes are calculated based on unrounded numbers.

Net revenue increased over the three and six-month prior-year comparable periods primarily due to the growth in processed transactions, nominal cross-border volume and nominal payments volume, partially offset by higher client incentives.

Net revenue increased over the three and nine-month prior-year comparable periods primarily due to the growth in processed transactions, nominal cross-border volume and nominal payments volume, partially offset by higher client incentives.

Our net revenue is impacted by the overall strengthening or weakening of the U.S.

dollar as payments volume and related revenue denominated in local currencies are converted to U.S.

For the three and six months ended March 31, 2025, exchange rate movements lowered our net revenue growth by approximately two percentage points and one percentage point, respectively.

For the three months ended June 30, 2025, exchange rate movements did not have a material impact on net revenue growth.

For the nine months ended June 30, 2025, exchange rate movements lowered our net revenue growth by approximately one percentage point.

The following table presents the components of our net revenue:

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(in millions, except percentages)

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Percentage changes are calculated based on unrounded numbers.

• Service revenue increased over the three and six-month prior-year comparable periods primarily due to growth in nominal payments volume of 7%.

• Data processing revenue increased over the three and six-month prior-year comparable periods primarily due to growth in processed transactions of 9% and 10%, respectively.

• International transaction revenue increased over the three and six-month prior-year comparable periods primarily due to growth in nominal cross-border volumes of 10% and 12%, respectively, excluding transactions within Europe.

• Other revenue increased over the three and six-month prior-year comparable periods primarily due to growth in advisory and other services and select pricing modifications.

• Client incentives increased over the three and six-month prior-year comparable periods primarily due to growth in payments volume.

• Service revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in nominal payments volume of 5% and 6%, respectively, select pricing modifications and card benefits.

• Data processing revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in processed transactions of 10%.

In addition, the increase over the three-month prior-year comparable period reflected the impact of select pricing modifications.

• International transaction revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in nominal cross-border volumes of 13%, excluding transactions within Europe, and higher volatility of a broad range of currencies, partially offset by business mix.

• Other revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in advisory and other services and select pricing modifications.

• Client incentives increased over the three and nine-month prior-year comparable periods primarily due to growth in payments volume.

The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

For the three months ended March 31, 2025 and 2024, revenue from value-added services was $2.6 billion and $2.1 billion, respectively.

For the six months ended March 31, 2025 and 2024, revenue from value-added services was $5.0 billion and $4.2 billion, respectively.

Value-added services revenue increased 23% and 20% over the three and six-month prior-year comparable periods, respectively, primarily due to growth in issuing solutions, advisory and other services and acceptance solutions.

For the three months ended June 30, 2025 and 2024, revenue from value-added services was $2.8 billion and $2.2 billion, respectively.

For the nine months ended June 30, 2025 and 2024, revenue from value-added services was $7.8 billion and $6.4 billion, respectively.

Value-added services revenue increased 28% and 22% over the three and nine-month prior-year comparable periods, respectively, primarily due to growth in advisory and other services, issuing solutions and acceptance solutions.

Operating Expenses

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Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(in millions, except percentages)

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Percentage changes are calculated based on unrounded numbers.

• Personnel expenses increased over the three and six-month prior-year comparable periods primarily due to a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions.

The increase over the six-month prior-year comparable period was also due to severance costs in the current period to realign our organizational structure.

• Marketing expenses increased over the three and six-month prior-year comparable periods primarily due to higher spending in various campaigns, including for client marketing.

• Network and processing expenses increased over the three and six-month prior-year comparable periods primarily due to continued technology and processing network investments to support growth and acquisitions.

• Depreciation and amortization expenses increased over the three and six-month prior-year comparable periods primarily due to additional amortization and depreciation from our on-going investments and acquisitions.

• General and administrative expenses decreased over the three-month prior-year comparable period primarily due to the absence of lease consolidation costs and favorable foreign currency fluctuations, partially offset by higher usage of travel related card benefits and higher indirect taxes.

General and administrative expenses increased over the six-month prior-year comparable period primarily due to higher usage of travel related card benefits and higher indirect taxes, partially offset by lower lease consolidation costs.

• Litigation provision increased over the three and six-month prior-year comparable periods primarily due to higher accruals related to the U.S.

• Personnel expenses increased over the three and nine-month prior-year comparable periods primarily due to a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions.

In addition, the increase over the nine-month prior-year comparable period was due to severance costs in the current period to realign our organizational structure.

• Marketing expenses increased over the three and nine-month prior-year comparable periods primarily due to higher spending for client marketing.

• Network and processing expenses increased over the three and nine-month prior-year comparable periods primarily due to continued technology and processing network investments to support growth and acquisitions.

• Professional fees increased over the three and nine-month prior-year comparable periods primarily due to higher legal fees.

• Depreciation and amortization expenses increased over the three and nine-month prior-year comparable periods primarily due to additional amortization and depreciation from our on-going investments and acquisitions.

• General and administrative expenses increased over the three and nine-month prior-year comparable periods primarily due to the absence of the release of the reserve on indirect taxes previously recognized in fiscal 2021, higher usage of travel related card benefits and higher indirect taxes, partially offset by a charitable contribution to the Visa Foundation in the prior year and favorable foreign currency fluctuations.

• Litigation provision increased over the three-month prior-year comparable period primarily due to higher accruals related to the U.S.

covered litigation and uncovered litigation.

Litigation provision increased over the nine-month prior-year comparable period primarily due to higher accruals related to the U.S.

covered litigation, partially offset by lower accruals related to uncovered litigation.

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Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(in millions, except percentages)

4 unchanged sentences

Percentage changes are calculated based on unrounded numbers.

• Interest expense increased over the three and six-month prior-year comparable periods primarily due to lower interest benefit related to taxes partially offset by lower losses from derivative instruments.

• Investment income (expense) and other decreased over the three and six-month prior-year comparable periods primarily due to lower interest income on our cash and investments and losses on our equity investments.

• Interest expense decreased over the three and nine-month prior-year comparable periods primarily due to higher interest benefit related to taxes and lower losses from derivatives, partially offset by higher interest expense related to the issuance of debt in the three months ended June 30, 2025.

• Investment income (expense) and other decreased over the three and nine-month prior-year comparable periods primarily due to lower interest income on our cash and investments.

In addition, the decrease over the nine-month prior-year comparable period was due to higher losses on our equity investments.

Effective Income Tax Rate

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Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Effective income tax rate 17 % 19 % 17 % 18 %

The effective income tax rates for the three and six-month prior-year comparable periods differ due to a change in the geographic mix of earnings as well as the following:

• For the three and six months ended March 31, 2025, a $222 million tax benefit as a result of a tax position taken on certain expenses, partially offset by a $71 million tax expense related to the resolution of a tax matter;

• For the three and six months ended March 31, 2024, a $184 million tax benefit as a result of the conclusion of an audit.

The effective income tax rates for the three and nine-month prior-year comparable periods differ due to a change in the geographic mix of earnings as well as the following:

• For the three and nine months ended June 30, 2025, a $60 million net tax benefit due to the reassessment of uncertain tax positions as a result of new information obtained during a tax examination;

• For the nine months ended June 30, 2025, a $222 million tax benefit as a result of a tax position taken on certain expenses, partially offset by a $71 million tax expense related to the resolution of a tax matter;

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

The Organization for Economic Cooperation and Development (OECD) published administrative guidance around the implementation of a 15% global minimum tax (Pillar Two).

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While we do not expect a material tax impact in fiscal 2025, we are monitoring developments and evaluating the potential impact of Pillar Two on future years.

On July 4, 2025, U.S.

tax legislation was enacted into law, including the allowance of accelerated tax deductions for qualified property and research expenditures, as well as changes in international provisions.

The changes are applicable to Visa with effective dates ranging from January 2025 through fiscal 2027.

We are in the process of evaluating the impact to our consolidated financial statements.

Liquidity and Capital Resources

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The following table summarizes our cash flow activity for the periods presented:

Six Months Ended

Nine Months Ended

(in millions)

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Operating activities.

Cash provided by operating activities increased over the six-month prior-year comparable period primarily due to growth in our underlying business and the timing of payments related to income taxes.

Cash provided by operating activities increased over the nine-month prior-year comparable period primarily due to growth in our underlying business and the timing of payments related to income taxes, partially offset by higher incentive payments.

Investing activities.

Cash provided by investing activities increased over the six-month prior-year comparable period primarily due to the absence of investment security purchases.

Cash provided by investing activities increased over the nine-month prior-year comparable period primarily due to the absence of investment securities purchases, partially offset by lower proceeds from maturities and sales of investment securities.

Financing activities.

Cash used in financing activities increased over the six-month prior-year comparable period primarily due to higher share repurchases, lower funds held on behalf of clients and higher dividends paid.

Cash used in financing activities decreased over the nine-month prior-year comparable period primarily due to proceeds received from the issuance of senior notes, partially offset by higher share repurchases, lower funds held on behalf of clients and higher dividends paid.

Sources of Liquidity

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We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.

Senior notes.

In May 2025, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.5 billion ($3.9 billion), with maturities ranging between 3 and 19 years.

See Note 7—Debt to our unaudited consolidated financial statements.

Uses of Liquidity

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Common stock repurchases.

For the six months ended March 31, 2025, we repurchased shares of our class A common stock in the open market for $8.4 billion.

As of March 31, 2025, our share repurchase program had remaining authorized funds of $4.7 billion.

In April 2025, our board of directors authorized a new $30.0 billion share repurchase program, providing multi-year flexibility.

For the nine months ended June 30, 2025, we repurchased shares of our class A common stock in the open market for $13.2 billion.

As of June 30, 2025, our share repurchase program had remaining authorized funds of $29.8 billion.

See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

For the six months ended March 31, 2025, we declared and paid $2.3 billion in dividends to holders of our common and preferred stock.

On April 29, 2025, our 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).

For the nine months ended June 30, 2025, we declared and paid $3.5 billion in dividends to holders of our common and preferred stock.

On July 29, 2025, our 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).

We expect to continue paying quarterly dividends in cash, subject to approval by the board of directors.

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Senior notes.

A principal payment on our senior notes of $4.0 billion is due in December 2025 for which we have sufficient liquidity.

Principal payments on our senior notes of $4.0 billion and €1.4 billion ($1.6 billion) are due in December 2025 and June 2026, respectively, for which we have sufficient liquidity.

See Note 7—Debt to our unaudited consolidated financial statements.

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See Note 2—Acquisitions to our unaudited consolidated financial statements.

For the six months ended March 31, 2025, we deposited $375 million into the U.S.

For the nine months ended June 30, 2025, we deposited $375 million into the U.S.

litigation escrow account to address claims associated with the interchange multidistrict litigation.

The balance of this account as of March 31, 2025 was $2.9 billion and is reflected as restricted cash in our consolidated balance sheets.

The balance of this account as of June 30, 2025 was $2.7 billion and is reflected as restricted cash in our consolidated balance sheets.

See Note 5—U.S.

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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 2. Management’s Discussion and Analysis