V CONSOLIDATED STATEMENTS OF CASH FLOWS

########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### Operating Activities############ Net income##$##17,273##$##14,957##$##12,311 Adjustments to reconcile net income to net cash provided by (used in) operating activities:############ Client incentives####12,297####10,295####8,367 Share-based compensation####765####602####542 Depreciation and amortization####943####861####804 Deferred income taxes####(483)####(336)####873 VE territory covered losses incurred####(136)####(43)####(147) (Gains) losses on equity investments, net####104####264####(712) Other####14####(94)####(109) Change in operating assets and liabilities:############ Settlement receivable####(160)####(397)####(468) Accounts receivable####(250)####(97)####(343) Client incentives####(11,014)####(9,351)####(7,510) Other assets####(24)####(666)####(147) Accounts payable####34####67####88 Settlement payable####(194)####1,256####679 Accrued and other liabilities####1,291####1,055####929 Accrued litigation####295####476####70 Net cash provided by (used in) operating activities####20,755####18,849####15,227 Investing Activities############ Purchases of property, equipment and technology####(1,059)####(970)####(705) Investment securities:############ Purchases####(4,363)####(5,997)####(5,111) Proceeds from maturities and sales####3,160####4,585####5,701 Acquisitions, net of cash and restricted cash acquired####—####(1,948)####(75) Purchases of other investments####(121)####(86)####(71) Settlement of derivative instruments####402####—####— Other investing activities####(25)####128####109 Net cash provided by (used in) investing activities####(2,006)####(4,288)####(152) Financing Activities############ Repurchase of class A common stock####(12,101)####(11,589)####(8,676) Repayments of debt####(2,250)####(1,000)####(3,000) Dividends paid####(3,751)####(3,203)####(2,798) 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) Other financing activities####200####(198)####— Net cash provided by (used in) financing activities####(17,772)####(12,696)####(14,410) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents####636####(1,287)####(37) Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents####1,613####578####628 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 Supplemental Disclosure############ Cash paid for income taxes, net##$##3,433##$##3,741##$##3,012 Interest payments on debt##$##617##$##607##$##643 Accruals related to purchases of property, equipment and technology##$##96##$##56##$##41


V CONSOLIDATED STATEMENTS OF CASH FLOWS

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


V CONSOLIDATED STATEMENTS OF CASH FLOWS

VISA INC.


V Note 1—Summary of Significant Accounting Policies

Organization. Visa Inc. (Visa or the Company), is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories. Visa operates one of the world’s largest electronic payments networks — VisaNet — which provides transaction processing services (primarily authorization, clearing and settlement). The Company offers products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa’s financial institution clients.


Consolidation and basis of presentation. The consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company consolidates its majority-owned and controlled entities, including variable interest entities (VIEs) for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its 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. All significant operating decisions are based on analysis of Visa as a single global business. The Company has one reportable segment, Payment Services.


Use of estimates. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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. Future actual results could differ materially from these estimates. The use of estimates in specific accounting policies is described further below as appropriate.


Cash, cash equivalents, restricted cash, and restricted cash equivalents. Cash and cash equivalents include cash and certain highly liquid investments with original maturities of 90 days or less from the date of purchase. Cash equivalents are primarily recorded at cost, which approximates fair value due to their generally short maturities. The Company defines restricted cash and restricted cash equivalents as cash and cash equivalents that cannot be withdrawn or used for general operating activities. See Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents.


Restricted cash equivalents—U.S. litigation escrow. The Company maintains an escrow account from which monetary liabilities from settlements of, or judgments in, the U.S. covered litigation are paid. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters for a discussion of the U.S. covered litigation. The escrow funds are held in money market investments, and classified as restricted cash equivalents on the consolidated balance sheets. Interest earned on escrow funds is recognized in investment income (expense) and other on the consolidated statements of operations.


Fair value. The Company measures certain financial assets and liabilities at fair value on a recurring basis. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to nonrecurring fair value measurements if they are deemed to be impaired. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are reported under a three-level valuation hierarchy. See Note 6—Fair Value Measurements and Investments.


Marketable equity securities. 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.


VISA INC.


V September 30, 2023

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. 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.


V September 30, 2023

Available-for-sale debt securities. The Company’s investments in debt securities, which are classified as available-for-sale and reported in investment securities or cash and cash equivalents on the consolidated balance sheets, include U.S. government-sponsored debt securities and U.S. Treasury securities. These securities are recorded at cost at the time of purchase and are carried at fair value. The Company considers these securities to be available-for-sale to meet working capital and liquidity needs. Investments with stated maturities of less than one year from the balance sheet date, or investments that the Company intends to sell within one year, are classified as current assets, while all other securities are classified as non-current assets. Unrealized gains and losses are reported in other comprehensive income (loss). 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 consolidated statements of operations.


V September 30, 2023

The Company evaluates its debt securities for impairment on an ongoing basis. When there has been a decline in fair value of a debt security below the amortized cost basis, the Company recognizes an impairment in investment income (expense) and other on the consolidated statements of operations if it has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis. In addition, if the Company identifies that the decline in fair value has resulted from credit losses, the credit loss component is recognized as an allowance on the consolidated balance sheets and in investment income (expense) and other on the consolidated statements of operations. The non-credit loss component remains in accumulated other comprehensive income (loss) until realized from a sale or subsequent impairment.


V September 30, 2023

Non-marketable equity securities. The Company’s non-marketable equity securities, which are reported in other assets on the consolidated balance sheets, include investments in privately held entities without readily determinable fair values. All gains and losses on non-marketable equity securities are recognized in investment income (expense) and other on the consolidated statements of operations.


V September 30, 2023

The Company applies the equity method of accounting when it does not have control but has the ability to exercise significant influence over the entity. Under the equity method, the Company’s share of each entity’s profit or loss is recognized in investment income (expense) and other on the consolidated statements of operations.


V September 30, 2023

The Company applies the fair value measurement alternative for equity securities in certain other entities when it does not have the ability to exercise significant influence over the entity. The Company adjusts the carrying value of these equity securities to fair value when orderly transactions for identical or similar investments of the same issuer are observable.


V September 30, 2023

The Company regularly reviews investments accounted for under the equity method and the fair value measurement alternative for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity’s cash flows and capital needs, and the viability of its business model.


V September 30, 2023

Financial instruments. The Company considers the following to be financial instruments: cash, cash equivalents, restricted cash, restricted cash equivalents, investment securities, settlement receivable and payable, accounts receivable, customer collateral, non-marketable equity securities and derivative instruments. See Note 6—Fair Value Measurements and Investments.


V September 30, 2023

Settlement receivable and payable. The Company operates systems for authorizing, clearing and settling payment transactions worldwide. Most U.S. dollar settlements with the Company’s financial institution clients are settled within the same day and do not result in a receivable or payable balance. Settlements in currencies other than the U.S. dollar generally remain outstanding for one to two business days, resulting in amounts due from and to clients. These amounts are presented as settlement receivable and settlement payable on the consolidated balance sheets.


V September 30, 2023

VISA INC.


V 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. See Note 12—Settlement Guarantee Management.


V September 30, 2023

Guarantees and indemnifications. The Company recognizes an obligation at inception for guarantees and indemnifications that qualify for recognition, regardless of the probability of occurrence. The Company indemnifies its financial institution clients for settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. The Company estimates expected credit losses and recognizes an allowance for those credit losses related to its settlement indemnification obligations. The estimated fair value of the liability for settlement indemnification is included in accrued liabilities on the consolidated balance sheets.


V September 30, 2023

Property, equipment and technology, net. Property, equipment and technology are recorded at historical cost less accumulated depreciation and amortization, which are computed on a straight-line basis over the asset’s estimated useful life. Depreciation and amortization of technology, furniture, fixtures and equipment are computed over estimated useful lives ranging from 2 to 10 years. Leasehold improvements are amortized over the shorter of the useful life of the asset or lease term. Building improvements are depreciated between 3 and 40 years, and buildings are depreciated over 40 years. Improvements that increase functionality of the asset are capitalized and depreciated over the asset’s remaining useful life. Land and construction-in-progress are not depreciated.


V September 30, 2023

Technology includes purchased and internally developed software, including technology assets obtained through acquisitions. Internally developed software represents software primarily used by the VisaNet electronic payments network. Internal and external costs incurred during the preliminary project stage are expensed as incurred. Qualifying costs incurred during the application development stage are capitalized. Once the project is substantially complete and ready for its intended use these costs are amortized on a straight-line basis over the technology’s estimated useful life. Acquired technology assets are initially recorded at fair value and amortized on a straight-line basis over the estimated useful life.


V September 30, 2023

The Company evaluates the recoverability of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the sum of expected undiscounted net future cash flows is less than the carrying amount of an asset or asset group, an impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. See Note 7—Property, Equipment and Technology, Net.


V September 30, 2023

Leases. The Company determines if an arrangement is a lease at its inception. Right-of-use (ROU) assets, and corresponding lease liabilities, are recognized at the commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As a majority of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company does not record a ROU asset and corresponding liability for leases with terms of 12 months or less.


V September 30, 2023

Lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. The Company does not combine lease payments with non-lease components for any of its leases. 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 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.


V September 30, 2023

Business combinations. The Company accounts for business combinations using the acquisition method and accordingly, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree are generally recorded at their acquisition date fair values. The excess of the purchase price over the fair value of net assets acquired, including identifiable intangible assets, is recorded as goodwill. Acquisition-related costs are expensed in the periods in which the costs are incurred.


V September 30, 2023

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.


V September 30, 2023

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.


V September 30, 2023

Indefinite-lived intangible assets consist of trade name, customer relationships and reacquired rights. Intangible assets with indefinite useful lives are not amortized but are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that impairment may exist. 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. Impairment exists if the fair value of the indefinite-lived intangible asset is less than the carrying value.


V September 30, 2023

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not amortized but is evaluated for impairment at the reporting unit level annually or more frequently if events or changes in circumstances indicate that impairment may exist.


V September 30, 2023

The Company performed its annual impairment review of indefinite-lived intangible assets and goodwill as of February 1, 2023, and concluded there was no impairment as of that date. No recent events or changes in circumstances indicate that impairment existed as of September 30, 2023. See Note 8—Intangible Assets and Goodwill.


V September 30, 2023

Accrued litigation. 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. Actual outcomes of these legal and regulatory proceedings may differ materially from the Company’s estimates. The Company expenses legal costs as incurred in professional fees on the consolidated statements of operations. See Note 20—Legal Matters.


V September 30, 2023

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. 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. The Company delivers its payments network services directly to issuers and acquirers, who provide those services to others within the payments network: the merchants and consumers. The Company considers all parties in Visa’s payments network as customers. The Company earns net revenues primarily from issuers and acquirers. Consideration is variable based primarily upon the amount and type of transactions and payments volume on Visa’s products. The transaction price for each specific service is reported net of discounts attributable to individual services or fees. The Company recognizes revenue, net of sales and other similar taxes, as the payments network services are performed in an amount that reflects the consideration the Company expects to receive in exchange for those services. 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.


V 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.


V September 30, 2023

Data processing revenues consist of revenues earned for authorization, clearing, settlement; value added services related to issuing, acceptance, and risk and identity solutions; network access; 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.


V September 30, 2023

International transaction revenues are 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.


V September 30, 2023

Other revenues consist 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.


V September 30, 2023

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. 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.


V September 30, 2023

Marketing. The Company expenses costs for the production of advertising as incurred. The cost of media advertising is expensed when the advertising takes place. Sponsorship costs are recognized over the period in which the Company benefits from the sponsorship rights. Promotional costs are expensed as incurred, when the related services are received, or when the related event occurs.


V September 30, 2023

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. 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. 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. A valuation allowance is recorded for the portions that are not expected to be realized based on the level of historical taxable income, projections of future taxable income over the periods in which the temporary differences are deductible, and qualifying tax planning strategies.


V September 30, 2023

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. See Note 19—Income Taxes.


V September 30, 2023

VISA INC.


V September 30, 2023

Foreign currency remeasurement and translation. The Company’s functional currency is the U.S. dollar for the majority of its foreign operations except for Visa Europe Limited (Visa Europe) whose functional currency is the Euro. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. 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. 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 2023, 2022 and 2021.


V September 30, 2023

Where a non-U.S. currency is the functional currency, translation from that functional currency to the U.S. dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and for revenue and expense accounts using an average exchange rate for the period. Resulting translation adjustments are reported as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets.


V September 30, 2023

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. 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.


V September 30, 2023

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


V September 30, 2023

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 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. The Company designated the interest rate swaps as fair value hedges and the cross-currency swaps as net investment hedges. 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.


V September 30, 2023

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. 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.


V September 30, 2023

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. See Note 13—Derivative and Hedging Instruments.


V September 30, 2023

Share-based compensation. The Company measures share-based compensation cost at the grant date, net of estimated forfeitures, based on the estimated fair value of the award. The Company recognizes compensation cost for awards with only service conditions on a straight-line basis over the requisite service period, which is generally the vesting period. Compensation cost for performance-based awards is recognized on a graded-vesting basis. The


V 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. See Note 17—Share-based Compensation.


V September 30, 2023

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.


V September 30, 2023

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. Participating securities include the Company’s series A, B and C preferred stock and restricted stock units (RSUs) that contain non-forfeitable rights to dividends or dividend equivalents. Net income is allocated to each class of common stock and participating securities based on its proportional ownership on an as-converted basis. The weighted-average number of shares outstanding of each class of common stock reflects changes in ownership over the periods presented. See Note 15—Stockholders’ Equity.


V September 30, 2023

Diluted 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 outstanding, participating securities outstanding and, if dilutive, potential class A common stock equivalent shares outstanding during the period. 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. See Note 16—Earnings Per Share.


V September 30, 2023

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.


V 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.


V 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). The Company allocated $150 million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $743 million to goodwill.


V Fiscal 2022 Acquisitions

Tink. 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.


V Fiscal 2022 Acquisitions

VISA INC.


V 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


V September 30, 2023

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.


V 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: ####For the Years Ended September 30,#### ####2023####2022 ########(in millions) Service revenues##$##14,826##$##13,361 Data processing revenues####16,007####14,438 International transaction revenues####11,638####9,815 Other revenues####2,479####1,991 Client incentives####(12,297)####(10,295) Net revenues##$##32,653##$##29,310 ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### U.S.##$##14,138##$##12,851##$##11,160 International####18,515####16,459####12,945 Net revenues##$##32,653##$##29,310##$##24,105


V Note 3—Revenues

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. As of September 30, 2023, the remaining performance obligations were $2.9 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.


V Note 3—Revenues

VISA INC.


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

The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows: ######September 30,#### ####2023######2022 ######(in millions)#### Cash and cash equivalents##$##16,286####$##15,689 Restricted cash and restricted cash equivalents:########## U.S. litigation escrow####1,764######1,449 Customer collateral####3,005######2,342 Prepaid expenses and other current assets####935######897 Cash, cash equivalents, restricted cash and restricted cash equivalents##$##21,990####$##20,377


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.


V U.S. Retrospective Responsibility Plan

The Company has established several related mechanisms designed to address potential liability under certain litigation (U.S. covered litigation). These mechanisms are included in and referred to as the U.S. 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. Inc. (Visa U.S.A.) members, an interchange judgment sharing agreement, a loss sharing agreement and an omnibus agreement, as amended.


U.S. covered litigation consists of a number of matters that have been settled or otherwise fully or substantially resolved, as well as the following: •the Interchange Multidistrict Litigation. In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, 1:05-md-01720-JG-JO (E.D.N.Y.) or MDL 1720, including all cases currently included in MDL 1720, any other case that includes claims for damages relating to the period prior to the Company’s initial public offering (IPO) that has been or is transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction; •any claim that challenges the reorganization or the consummation thereof; provided that such claim is transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction; and •any case brought after October 22, 2015 by a merchant that opted out of the Rule 23(b)(3) settlement class in MDL 1720 that arises out of facts or circumstances substantially similar to those alleged in MDL 1720 and that is not transferred to or otherwise included in MDL 1720. See Note 20—Legal Matters.


U.S. litigation escrow agreement. In accordance with the U.S. litigation escrow agreement, the Company maintains an escrow account, from which settlements of, or judgments in, the U.S. 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. members. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 20—Legal Matters.


VISA INC.


V September 30, 2023

The following table presents the changes in the restricted cash equivalents—U.S. litigation escrow account: ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions)#### Balance as of beginning of period##$##1,449####$##894 Deposits into the U.S. litigation escrow account####1,000######850 Payments to opt-out merchants(1), net of interest earned on escrow funds####(685)######(295) Balance as of end of period##$##1,764####$##1,449


V September 30, 2023

(1)These payments are associated with the interchange multidistrict litigation. See Note 20—Legal Matters.


V September 30, 2023

Conversion feature. 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. 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.


V September 30, 2023

Indemnification obligations. To the extent that amounts available under the U.S. litigation escrow arrangement and other agreements in the plan are insufficient to fully resolve the U.S. covered litigation, the Company will use commercially reasonable efforts to enforce the indemnification obligations of Visa U.S.A.’s members for such excess amounts, including but not limited to enforcing indemnification obligations pursuant to Visa U.S.A.’s certificate of incorporation and bylaws and in accordance with their membership agreements.


V September 30, 2023

Interchange judgment sharing agreement. Visa U.S.A. and Visa International Service Association (Visa International) have entered into an interchange judgment sharing agreement with certain Visa U.S.A. members that have been named as defendants in the interchange multidistrict litigation, which is described in Note 20—Legal Matters. Under this judgment sharing agreement, Visa U.S.A. members that are signatories will pay their membership proportion of the amount of a final judgment not allocated to the conduct of Mastercard.


V September 30, 2023

Loss sharing agreement. Visa has entered into a loss sharing agreement with Visa U.S.A., Visa International and certain Visa U.S.A. members. The loss sharing agreement provides for the indemnification of Visa U.S.A., Visa International and, in certain circumstances, Visa with respect to: (i) the amount of a final judgment paid by Visa U.S.A. or Visa International in the U.S. covered litigation after the operation of the U.S. litigation escrow arrangement, conversion feature of the Company’s class B common stock and interchange judgment sharing agreement, plus any amounts reimbursable to the interchange judgment sharing agreement signatories; or (ii) the damages portion of a settlement of a U.S. covered litigation that is approved as required under Visa U.S.A.’s certificate of incorporation by the vote of Visa U.S.A.’s specified voting members. The several obligation of each bank that is a party to the loss sharing agreement will equal the amount of any final judgment enforceable against Visa U.S.A., Visa International or any other signatory to the interchange judgment sharing agreement, or the amount of any approved settlement of a U.S. covered litigation, multiplied by such bank’s then-current membership proportion as calculated in accordance with Visa U.S.A.’s certificate of incorporation.


V September 30, 2023

On October 22, 2015, Visa entered into an amendment to the loss sharing agreement. The amendment includes within the scope of U.S. covered litigation any action brought after the amendment by an opt-out from the Rule 23(b)(3) Settlement Class in MDL 1720 that arises out of facts or circumstances substantially similar to those alleged in MDL 1720 and that is not transferred to or otherwise included in MDL 1720. On the same date, Visa entered into amendments to the interchange judgment sharing agreement and omnibus agreement that include any such action within the scope of those agreements as well.


V September 30, 2023

Omnibus agreement. Visa entered into an omnibus agreement with Mastercard and certain Visa U.S.A. members that confirmed and memorialized the signatories’ intentions with respect to the loss sharing agreement, the interchange judgment sharing agreement and other agreements relating to the interchange multidistrict litigation, see Note 20—Legal Matters. 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-


V September 30, 2023

VISA INC.


V September 30, 2023

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%. The Visa portion of a settlement or judgment covered by the omnibus agreement would be allocated in accordance with specified provisions of the Company’s U.S. retrospective responsibility plan. The litigation provision on the consolidated statements of operations was not impacted by the execution of the omnibus agreement.


V September 30, 2023

On August 26, 2014, Visa entered into an amendment to the omnibus agreement. The omnibus amendment makes applicable to certain settlements in opt-out cases in the interchange multidistrict litigation the settlement-sharing provisions of the omnibus agreement, pursuant to which 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%. The omnibus amendment also provides that in the event of termination of the class settlement agreement, Visa and Mastercard would make mutually acceptable arrangements so that Visa shall have received two-thirds and Mastercard shall have received one-third of the total of (i) the sums paid to defendants as a result of the termination of the settlement agreement and (ii) the takedown payments previously made to defendants.


V Europe Retrospective Responsibility Plan

UK loss sharing agreement. The Company has entered into a loss sharing agreement with Visa Europe and certain of Visa Europe’s member financial institutions located in the United Kingdom (UK LSA members). 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.


Litigation management deed. The Company has entered into a litigation management deed with Visa Europe which sets forth the agreed upon procedures for the management of the VE territory covered litigation, the allocation of losses resulting from this litigation (VE territory covered losses) between the series B and C preferred stock, and any accelerated conversion or reduction in the conversion rate of the shares of series B and C preferred stock. The litigation management deed applies only to VE territory covered litigation (and resultant losses and liabilities). The litigation management deed provides that the Company will generally control the conduct of the VE territory covered litigation, subject to certain obligations to report and consult with the litigation management committee for VE territory covered litigation (VE Territory Litigation Management Committee). The VE Territory Litigation Management Committee, which is composed of representatives of certain Visa Europe members, has also been granted consent rights to approve certain material decisions in relation to the VE territory covered litigation.


The Company obtained certain protections for VE territory covered losses through the series B and C preferred stock, the UK loss sharing agreement, and the litigation management deed, (collectively Europe retrospective responsibility plan). The plan covers VE territory covered litigation (and resultant liabilities and losses) relating to the covered period, which generally refers to the period before the Closing. Visa’s protection from the plan is further limited to 70% of any liabilities where the claim relates to inter-regional multilateral interchange fee rates where the issuer is located outside the Visa Europe territory, and the merchant is located within the Visa Europe territory. The plan does not protect the Company in Europe against all types of litigation or remedies or fines imposed in competition law enforcement proceedings, only the interchange litigation specifically covered by the plan’s terms.


Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the 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


V 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: (a) the outstanding number of shares of preferred stock; (b) the current conversion rate applicable to each class of preferred stock; and (c) Visa’s class A common stock price. This amount differs from the value of the preferred stock recorded within stockholders’ equity on the Company’s consolidated balance sheets. The book value of the preferred stock reflects its historical value recorded at the Closing less VE territory covered losses recovered through a reduction of the applicable conversion rate. The book value does not reflect changes in the underlying class A common stock price subsequent to the Closing.


V September 30, 2023

Visa Inc. net income is not impacted by VE territory covered losses as long as the as-converted value of the preferred stock is greater than the covered loss. 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.


V September 30, 2023

VE territory covered losses may be recorded before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than €20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity.


V September 30, 2023

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). 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 $3 million in cash in lieu of issuing fractional shares of series A preferred stock. See Note 15—Stockholders’ Equity.


V September 30, 2023

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: ######Preferred Stock#### ####Series B######Series C ##########(in millions) Balance as of September 30, 2022##$##460####$##812 VE territory covered losses incurred(1)####—######— Recovery through conversion rate adjustment(2)####(19)######(11) Balance as of September 30, 2023##$##441####$##801 ######Preferred Stock#### ####Series B######Series C ##########(in millions) Balance as of September 30, 2021##$##1,071####$##1,523 VE territory covered losses incurred(1)####—######— Recovery through conversion rate adjustment####(135)######(6) Sixth Anniversary Release####(476)######(705) Balance as of September 30, 2022##$##460####$##812


V September 30, 2023

(1)VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 20—Legal Matters.


V September 30, 2023

(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.


V 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: ############September 30,########## ######2023############2022#### ####As-converted Value of Preferred Stock(1),(2)######Book Value of Preferred Stock(1)######As-converted Value of Preferred Stock(1),(3)######Book Value of Preferred Stock(1) ############(in millions)########## Series B preferred stock##$##1,676####$##441####$##1,309####$##460 Series C preferred stock####2,635######801######2,044######812 Total####4,311######1,242######3,353######1,272 Less: right to recover for covered losses####(140)######(140)######(35)######(35) Total recovery for covered losses available##$##4,171####$##1,102####$##3,318####$##1,237


V September 30, 2023

(1)Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers.


V September 30, 2023

(2)As of September 30, 2023, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 2.937 and 3.629, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $230.01, Visa’s class A common stock closing stock price.


V September 30, 2023

(3)As of September 30, 2022, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 2.971 and 3.645, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $177.65, Visa’s class A common stock closing stock price.


V September 30, 2023

VISA INC.


V Note 6—Fair Value Measurements and Investments

Assets and Liabilities Measured at Fair Value on a Recurring Basis ############Fair Value Measurements as of September 30 Using Inputs Considered as########## ######Level 1############Level 2#### ####2023######2022######2023######2022 ############(in millions)########## Assets###################### Cash equivalents and restricted cash equivalents:###################### Money market funds##$##13,504####$##11,736####$##—####$##— U.S. Treasury securities####301######799######—######— Investment securities:###################### Marketable equity securities####339######437######—######— U.S. government-sponsored debt securities####—######—######1,108######457 U.S. Treasury securities####4,316######4,005######—######— Other current and non-current assets:###################### Money market funds####23######22######—######— Derivative instruments####—######—######293######1,131 Total##$##18,483####$##16,999####$##1,401####$##1,588 Liabilities###################### Accrued compensation and benefits:###################### Deferred compensation liability##$##175####$##146####$##—####$##— Accrued and other liabilities:###################### Derivative instruments####—######—######396######418 Total##$##175####$##146####$##396####$##418


Level 1 assets and liabilities. Money market funds, U.S. Treasury securities and marketable equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan.


Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data.


V U.S. Government-sponsored Debt Securities and U.S. Treasury Securities

The amortized cost, unrealized gains and losses and fair value of debt securities were as follows: ##########September 30, 2023#### ####Amortized Cost######Gross Unrealized#### ########Gains######Losses ##########(in millions)#### U.S. government-sponsored debt securities##$##1,109##$##1####$##(2) U.S. Treasury securities####4,697####—######(80) Total##$##5,806##$##1####$##(82)


VISA INC.


V September 30, 2023

##########September 30, 2022#### ####Amortized Cost######Gross Unrealized#### ########Gains######Losses ##########(in millions)#### U.S. government-sponsored debt securities##$##458##$##—####$##(1) U.S. Treasury securities####4,937####—######(133) Total##$##5,395##$##—####$##(134)


V September 30, 2023

Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows: ############September 30, 2023########## ######Less Than 12 Months############12 Months or Greater#### ####Fair Value######Gross Unrealized Losses######Fair Value######Gross Unrealized Losses ############(in millions)########## U.S. government-sponsored debt securities##$##412####$##(2)####$##50####$##— U.S. Treasury securities####1,360######(12)######2,128######(68) Total##$##1,772####$##(14)####$##2,178####$##(68) ######September 30, 2022#### ######Less Than 12 Months#### ####Fair Value######Gross Unrealized Losses ######(in millions)#### U.S. government-sponsored debt securities##$##408####$##(1) U.S. Treasury securities####3,507######(133) Total##$##3,915####$##(134)


V September 30, 2023

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


V September 30, 2023

The stated maturities of debt securities were as follows: ####September 30, 2023 ####(in millions) Due within one year##$##3,804 Due after one year through five years####1,921 Total##$##5,725


V Equity Securities

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


V Equity Securities

VISA INC.


V 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: ####September 30, 2023 ####(in millions) Initial cost basis##$##719 Adjustments:#### Upward adjustments####899 Downward adjustments (including impairment)####(445) Carrying amount##$##1,173


V September 30, 2023

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: ######For the Years Ended September 30,#### ####2023######2022 ######(in millions)#### Upward adjustments##$##94####$##231 Downward adjustments (including impairment)##$##(99)####$##(341)


V Investment Income (Expense)

Investment income (expense) consisted of the following: ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### Interest and dividend income on cash and investments##$##745##$##69##$##(16) Equity securities:############ Unrealized gains (losses), net####(84)####(364)####721 Realized gains (losses), net####2####68####26 Investment income (expense)##$##663##$##(227)##$##731


V Other Fair Value Disclosures

Debt. Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of September 30, 2023, the carrying value and estimated fair value of debt was $20.5 billion and $17.7 billion, respectively. As of September 30, 2022, the carrying value and estimated fair value of debt was $22.5 billion and $19.9 billion, respectively.


V Other Fair Value Disclosures

Other financial instruments not measured at fair value. As of September 30, 2023, 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.


V Other Fair Value Disclosures

VISA INC.


V Note 7—Property, Equipment and Technology, Net

Property, equipment and technology, net, consisted of the following: ######September 30,#### ####2023######2022 ######(in millions)#### Land##$##71####$##72 Buildings and building improvements####1,022######1,003 Furniture, equipment and leasehold improvements####2,146######2,230 Construction-in-progress####344######285 Technology####5,197######5,291 Total property, equipment and technology####8,780######8,881 Accumulated depreciation and amortization####(5,355)######(5,658) Property, equipment and technology, net##$##3,425####$##3,223


As of September 30, 2023 and 2022, accumulated amortization for technology was $3.4 billion and $3.7 billion, respectively.


As of September 30, 2023, estimated future amortization expense on technology was as follows: ################For the Years Ending September 30,############ ####2024####2025####2026####2027####2028####Thereafter####Total ################(in millions)############ Estimated future amortization expense##$##605##$##505##$##341##$##197##$##84##$##25##$##1,757


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.


VISA INC.


V Note 8—Intangible Assets and Goodwill

Indefinite-lived and finite-lived intangible assets consisted of the following: ##############September 30,############ ########2023##############2022#### ####Gross####Accumulated Amortization####Net######Gross####Accumulated Amortization####Net ##############(in millions)############ Finite-lived intangible assets:########################## Customer relationships##$##829##$##(572)##$##257####$##836##$##(513)##$##323 Trade names####195####(172)####23######195####(159)####36 Reseller relationships####95####(95)####—######95####(95)####— Other####16####(16)####—######16####(16)####— Total finite-lived intangible assets####1,135####(855)####280######1,142####(783)####359 Indefinite-lived intangible assets:########################## Customer relationships and reacquired rights####21,740####—####21,740######20,622####—####20,622 Visa trade name####4,084####—####4,084######4,084####—####4,084 Total indefinite-lived intangible assets####25,824####—####25,824######24,706####—####24,706 Total intangible assets##$##26,959##$##(855)##$##26,104####$##25,848##$##(783)##$##25,065


V Note 8—Intangible Assets and Goodwill

For fiscal 2023, 2022 and 2021, amortization expense related to finite-lived intangible assets was $76 million, $90 million and $83 million, respectively.


V Note 8—Intangible Assets and Goodwill

As of September 30, 2023, estimated future amortization expense on finite-lived intangible assets was as follows: ################For the Years Ending September 30,############ ####2024####2025####2026####2027####2028####Thereafter####Total ################(in millions)############ Estimated future amortization expense##$##73##$##57##$##42##$##40##$##23##$##45##$##280


V Note 8—Intangible Assets and Goodwill

The changes in goodwill were as follows: ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions)#### Balance as of beginning of period##$##17,787####$##15,958 Goodwill from acquisitions, net of adjustments####—######2,320 Foreign currency translation####210######(491) Balance as of end of period##$##17,997####$##17,787


V Note 9—Leases

The Company entered into various operating lease agreements primarily for real estate. The Company's leases have original lease periods expiring between fiscal 2024 and 2035. For certain leases the Company has options to extend the lease term for up to five years. Payments under the Company’s lease arrangements are generally fixed.


V Note 9—Leases

As of September 30, 2023 and 2022, ROU assets included in other assets on the consolidated balance sheets was $488 million and $480 million, respectively. As of September 30, 2023 and 2022, the current portion of lease


V Note 9—Leases

VISA INC.


V 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.


V September 30, 2023

During fiscal 2023, 2022 and 2021, total operating lease cost was $129 million, $117 million and $111 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.


V September 30, 2023

As of September 30, 2023, the present value of future minimum lease payments was as follows: ####Operating Leases ####(in millions) Fiscal:#### 2024##$##123 2025####111 2026####98 2027####76 2028####60 Thereafter####100 Total undiscounted lease payments####568 Less: imputed interest####(50) Present value of lease liabilities##$##518


V September 30, 2023

During fiscal 2023, 2022 and 2021, ROU assets obtained in exchange for lease liabilities was $82 million, $74 million and $96 million, respectively.


V September 30, 2023

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.


V September 30, 2023

VISA INC.


V Note 10—Debt

The Company had outstanding debt as follows: ######September 30,#### ####2023######2022 ##########(in millions, except percentages) U.S. dollar notes########## 2.80% Senior Notes due December 2022##$##—####$##2,250 3.15% Senior Notes due December 2025####4,000######4,000 1.90% Senior Notes due April 2027####1,500######1,500 0.75% Senior Notes due August 2027####500######500 2.75% Senior Notes due September 2027####750######750 2.05% Senior Notes due April 2030####1,500######1,500 1.10% Senior Notes due February 2031####1,000######1,000 4.15% Senior Notes due December 2035####1,500######1,500 2.70% Senior Notes due April 2040####1,000######1,000 4.30% Senior Notes due December 2045####3,500######3,500 3.65% Senior Notes due September 2047####750######750 2.00% Senior Notes due August 2050####1,750######1,750 Euro notes########## 1.50% Senior Notes due June 2026####1,434######1,325 2.00% Senior Notes due June 2029####1,062######982 2.375% Senior Notes due June 2034####690######638 Total debt####20,936######22,945 Unamortized discounts and debt issuance costs####(159)######(173) Hedge accounting fair value adjustments(2)####(314)######(322) Total carrying value of debt##$##20,463####$##22,450 Reported as:########## Current maturities of debt##$##—####$##2,250 Long-term debt####20,463######20,200 Total carrying value of debt##$##20,463####$##22,450


V Note 10—Debt

(1)Effective interest rates disclosed do not reflect hedge accounting adjustments.


V Note 10—Debt

(2)Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments.


V Senior Notes

The Company’s outstanding senior notes are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company’s existing and future unsecured and unsubordinated debt. The senior notes are not secured by any assets of the Company and are not guaranteed by any of the Company’s subsidiaries. As of September 30, 2023, the Company was in compliance with all related covenants. Each series of senior notes may be redeemed as a whole or in part at the Company’s option at any time at specified redemption prices. 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. tax events.


V Senior Notes

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


V Senior Notes

VISA INC.


V September 30, 2023

As of September 30, 2023, future principal payments on the Company’s outstanding debt were as follows: ################For the Years Ending September 30,############ ####2024####2025####2026####2027####2028####Thereafter####Total ################(in millions)############ Future principal payments##$##—##$##—##$##5,434##$##2,750##$##—##$##12,752##$##20,936


V Commercial Paper Program

Visa maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. Under the program, the Company is authorized to issue up to $3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance. As of September 30, 2023 and 2022, the Company had no outstanding obligations under the program.


V Credit Facility

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. 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. The Company has agreed to pay a commitment fee which will fluctuate based on such applicable rating of the Company. As of September 30, 2023, 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, 2023 and 2022, the Company had no amounts outstanding under the credit facility.


V 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. locations. 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. pension plans and certain non-U.S. pension plans. The Company uses a September 30 measurement date for its pension and other postretirement benefit plans.


The U.S. pension plans are closed to new entrants and frozen. However, existing plan participants continue to earn interest credits on existing balances at the time of the freeze. Additionally, the Visa Europe plans are closed to new entrants. However, future benefits continue to accrue for active participants.


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, 2023 and 2022, 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 was ($82) million and ($150) million, respectively. As of September 30, 2023 and 2022, the amount recognized in accumulated other comprehensive income (loss) before tax for non-U.S. pension plans was ($87) million and ($35) million, respectively.


V Defined Contribution Plan

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,


V Defined Contribution Plan

VISA INC.


V September 30, 2023

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.


V Note 12—Settlement Guarantee Management

The Company indemnifies its clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement.


Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events.


The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. For fiscal 2023, the Company’s maximum daily settlement exposure was $126.9 billion and the average daily settlement exposure was $77.1 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,#### ####2023######2022 ######(in millions)#### Restricted cash##$##3,005####$##2,342 Pledged securities####411######213 Letters of credit####1,738######1,582 Guarantees####1,047######950 Total##$##6,201####$##5,087


V 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.


VISA INC.


V September 30, 2023

The following table shows the Company’s derivative instruments at gross fair value: ########September 30,#### ##Balance Sheet Location####2023######2022(1) ########(in millions)#### Assets############ Designated as Hedging Instrument:############ Foreign exchange forward contracts##Prepaid expenses and other current assets##$##100####$##718 Cross-currency swaps##Other assets##$##178####$##378 Not Designated as Hedging Instrument:############ Foreign exchange forward contracts##Prepaid expenses and other current assets##$##15####$##35 Liabilities############ Designated as Hedging Instrument:############ Foreign exchange forward contracts##Accrued liabilities##$##66####$##49 Interest rate swaps##Other liabilities##$##314####$##322 Not Designated as Hedging Instrument:############ Foreign exchange forward contracts##Accrued liabilities##$##16####$##47


V September 30, 2023

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


V September 30, 2023

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.


V September 30, 2023

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 not material for fiscal 2021.


V September 30, 2023

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.


V September 30, 2023

Net investment hedges. For fiscal 2023, 2022 and 2021, the Company recognized pre-tax net gains (losses) in other comprehensive income (loss) related to net investment hedges of ($445) million, $845 million and $20 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.


V September 30, 2023

Credit and market risks. The Company’s derivative financial instruments are subject to both credit and market risk. The Company monitors the credit-worthiness of the financial institutions that are counterparties to its derivative financial instruments and does not consider the risks of counterparty nonperformance to be significant. 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. 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, 2023, credit and market risks related to derivative instruments were not considered significant.


V September 30, 2023

VISA INC.


V Note 14—Enterprise-wide Disclosures and Concentration of Business

The Company’s long-lived net property and equipment and ROU assets are classified by major geographic areas as follows: ######September 30,#### ####2023######2022 ######(in millions)#### U.S.##$##1,286####$##1,312 International####544######531 Total##$##1,830####$##1,843


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.


V 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: ############September 30,########## ######2023############2022#### ##Shares Outstanding####Conversion Rate Into Class A Common Stock####As-converted Class A Common Stock(1)####Shares Outstanding####Conversion Rate Into Class A Common Stock####As-converted Class A Common Stock(1) ############(in millions, except conversion rate)########## Series A preferred stock##—##(2)##100.0000####7####—##(2)##100.0000####16 Series B preferred stock##2####2.9370####7####2####2.9710####7 Series C preferred stock##3####3.6290####11####3####3.6450####12 Class A common stock##1,594####—####1,594####1,635####—####1,635 Class B common stock##245####1.5875##(3)##390####245####1.6059##(3)##394 Class C common stock##10####4.0000####38####10####4.0000####39 Total##########2,047############2,103


V Note 15—Stockholders’ Equity

(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.


V Note 15—Stockholders’ Equity

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


V Note 15—Stockholders’ Equity

(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.


V Note 15—Stockholders’ Equity

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. See Note 5—U.S. and Europe Retrospective Responsibility Plans.


V Note 15—Stockholders’ Equity

Reduction in as-converted shares. Under the terms of the U.S. retrospective responsibility 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. See Note 5—U.S. and Europe Retrospective Responsibility Plans.


V Note 15—Stockholders’ Equity

VISA INC.


V 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. 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. ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions, except per share data)#### Reduction in equivalent number of class A common stock####5######4 Effective price per share(1)##$##221.33####$##205.06 Deposits into the U.S. litigation escrow account##$##1,000####$##850


V September 30, 2023

(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.


V September 30, 2023

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. See Note 5—U.S. and Europe Retrospective Responsibility Plans.


V September 30, 2023

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 Sixth Anniversary Release: ##################For the Years Ended September 30,################ ######2023############2022##########2021###### ####Series B######Series C######Series B######Series C####Series B######Series C## ##################(in millions, except per share data)################ Reduction in equivalent number of class A common stock####—##(1)####—##(1)####8######10####—##(1)####—##(1) Effective price per share(2)##$##219.12####$##215.28####$##197.93####$##197.50##$##220.84####$##220.71## Recovery through conversion rate adjustment##$##19####$##11####$##135####$##6##$##35####$##20## Sixth Anniversary Release##$##—####$##—####$##1,510####$##1,982##$##—####$##—##


V September 30, 2023

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


V September 30, 2023

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


V September 30, 2023

Common stock repurchases. The following table presents share repurchases in the open market: ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions, except per share data)#### Shares repurchased in the open market(1)####55####56####40 Average repurchase cost per share(2)##$##222.27##$##206.47##$##219.03 Total cost(2)##$##12,182##$##11,589##$##8,676


V September 30, 2023

(1)Shares repurchased in the open market reflect repurchases that settled during fiscal 2023, 2022 and 2021. All shares repurchased in the open market have been retired and constitute authorized but unissued shares.


V September 30, 2023

(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.


V September 30, 2023

VISA INC.


V 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. These authorizations have no expiration date.


V September 30, 2023

Dividends. In fiscal 2023, 2022 and 2021, the Company declared and paid dividends of $3.8 billion, $3.2 billion and $2.8 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.


V September 30, 2023

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. 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. 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.


V September 30, 2023

Adjustment of the conversion rate occurs upon: (i) the completion of any follow-on offering of class A common stock completed to increase the size of the U.S. litigation escrow account (or any cash deposit by the Company in lieu thereof) resulting in a further corresponding decrease in the conversion rate; or (ii) the final resolution of the U.S. covered litigation and the release of funds remaining on deposit in the U.S. litigation escrow account to the Company resulting in a corresponding increase in the conversion rate. See Note 5—U.S. and Europe Retrospective Responsibility Plans.


V September 30, 2023

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.


V September 30, 2023

Class C common stock. There are no existing transfer restrictions on class C common stock.


V September 30, 2023

Preferred stock. In connection with the Visa Europe acquisition, three series of preferred stock of the Company were created. Upon issuance, all of the preferred stock participate on an as-converted basis in regular quarterly cash dividends declared on the Company’s class A common stock. Preferred stock may be issued as redeemable or non-redeemable, and has preference over any class of common stock with respect to the payment of dividends and distribution of the Company’s assets in the event of a liquidation or dissolution.