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We are subject to laws, regulations and other measures that govern a wide range of topics, including those that are related to matters beyond our core products and services, such as matters that touch upon sustainability, climate change, human capital, inclusion and diversity, and human rights. A wide range of stakeholders, including governments, customers, employees, and investors are increasingly focused on and are developing expectations regarding these corporate responsibility matters. We have established CRS-related initiatives, adopted reporting frameworks, and announced several related goals. These goals may change from time to time, implementation of these goals may require considerable investments, and ultimately, we cannot guarantee that we will achieve them.


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Our ability to achieve any CRS objectives is subject to numerous risks, many of which are outside of our control, including the evolving legal environment and regulatory requirements for the tracking and reporting of CRS standards or disclosures and the actions of suppliers, partners, and other third parties. Certain of our regulators have proposed or adopted, or may propose or adopt, rules or standards related to these matters that would apply to our business. Prevailing CRS standards and expectations may also reflect conflicting values or objectives, which can result in our practices being judged by standards that are continually evolving and are not always clear. From time to time, the methodologies for reporting our CRS data may be updated and previously reported data may be adjusted to reflect an improvement in the availability and quality of data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances. This may result in a lack of consistent or meaningful comparative data from period to period or between us and other companies in the same industry. Further, where new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations.


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Our stakeholders often hold differing views on our CRS-related goals and initiatives, which may result in negative attention in traditional and social media or a negative perception of our response to concerns regarding these matters. In addition, we also face potentially conflicting supervisory directives as certain U.S. regulatory and non-U.S. authorities have prioritized CRS-related issues while Congress and certain U.S. state governments have signaled pursuing potentially conflicting priorities. These circumstances, among others, may result in pressure from


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investors, unfavorable reputational impacts, including inaccurate perceptions or a misrepresentation of our actual CRS practices, diversion of management's attention and resources, and proxy fights, among other material adverse impacts on our businesses. Any failure, or perceived failure, by us to adhere to our public statements, comply fully with developing interpretations of CRS laws and regulations, or meet evolving and varied stakeholder expectations and standards could negatively impact our business, reputation, financial condition, and operating results.


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Our indemnification obligation to fund settlement losses of our clients exposes us to significant risk of loss and may reduce our liquidity.


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We indemnify issuers and acquirers for settlement losses they may suffer due to the failure of another issuer or acquirer to honor its settlement obligations in accordance with the Visa operating rules. In certain instances, we may indemnify issuers or acquirers in situations in which a transaction is not processed by our system. This indemnification creates settlement risk for us due to the timing difference between the date of a payment transaction and the date of subsequent settlement. Our indemnification exposure is generally limited to the amount of unsettled Visa card payment transactions at any point in time and any subsequent amounts that may fall due relating to adjustments for previously processed transactions. Changes in the credit standing of our clients or concurrent settlement failures or insolvencies involving more than one of our largest clients, several of our smaller clients, significant sponsor banks through which non-financial institutions participate in the Visa network, or systemic operational failures could expose us to liquidity risk, and negatively impact our financial position. Even if we have sufficient liquidity to cover a settlement failure or insolvency, we may be unable to recover the amount of such payment. This could expose us to significant losses and harm our business. See Note 12—Settlement Guarantee Management to our consolidated financial statements included in Item 8 of this report.


V Technology and Cybersecurity Risks

Failure to anticipate, adapt to, or keep pace with, new technologies in the payments industry could harm our business and impact future growth.


V Technology and Cybersecurity Risks

The global payments industry is undergoing significant and rapid technological change, including increased proliferation of mobile and other proximity and in-app payment technologies, ecommerce, tokenization, cryptocurrencies, distributed ledger and blockchain technologies, cloud-based encryption and authorization, and new authentication technologies such as biometrics, FIDO 2.0, 3D Secure 2.0 and dynamic cardholder verification values or dCVV2. As a result, we expect new services and technologies to continue to emerge and evolve, including those developed by Visa such as our new flows offerings. For example, in the past year generative AI solutions have emerged as an opportunity for Visa, its clients, suppliers, merchants, and partners to innovate more quickly and better serve consumers. Rapid adoption and novel uses of generative AI across the marketplace may also introduce unique and unpredictable security risks to our systems, information, and the payments ecosystem. In addition to our own initiatives and innovations, we work closely with third parties, including potential competitors, for the development of, and access to, new technologies. It is difficult, however, to predict which technological developments or innovations will become widely adopted and how those technologies may be regulated. Moreover, some of the new technologies could be subject to intellectual property-related lawsuits or claims, potentially impacting our development efforts and/or requiring us to obtain licenses, implement design changes or discontinue our use. If we or our partners fail to adapt and keep pace with new technologies in the payments space in a timely manner, it could harm our ability to compete, decrease the value of our products and services to our clients, impact our intellectual property or licensing rights, harm our business and impact our future growth.


V Technology and Cybersecurity Risks

A disruption, failure or breach of our networks or systems, including as a result of cyber-attacks, could harm our business.


V Technology and Cybersecurity Risks

Our cybersecurity and processing systems, as well as those of financial institutions, merchants and third-party service providers, have experienced and may continue to experience errors, interruptions, delays or damage from a number of causes, including power outages, hardware, software and network failures, computer viruses, ransomware, malware or other destructive software, internal design, manual or user errors, cyber-attacks, terrorism, workplace violence or wrongdoing, catastrophic events, natural disasters, severe weather conditions and other effects from climate change. In addition, there is risk that third party suppliers of hardware and infrastructure required to operate our data centers and support employee productivity could be impacted by supply chain disruptions, such as manufacturing, shipping delays, and service disruption due to cyber-attacks. An extended supply chain or service disruption could also impact processing or delivery of technology services.


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Furthermore, our visibility and role in the global payments industry also puts our company at a greater risk of being targeted by hackers. In the normal course of our business, we have been the target of malicious cyber-attack attempts. We have been, and may continue to be, impacted by attacks and data security breaches of financial institutions, merchants, and third-party service providers. We are also aware of instances where nation states have sponsored attacks against some of our financial institution clients, and other instances where merchants and issuers have encountered substantial data security breaches affecting their customers, some of whom were Visa account holders. Given the increase in online banking, ecommerce and other online activity, as well as more employees working remotely as a result of the COVID-19 pandemic, we continue to see increased cyber and payment fraud activity, as cybercriminals attempt DDoS related attacks, phishing and social engineering scams and other disruptive actions. Overall, such attacks and breaches have resulted, and may continue to result in, fraudulent activity and ultimately, financial losses to Visa’s clients.


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Numerous and evolving cybersecurity threats, including advanced and persistent cyber-attacks, targeted attacks against our employees and trusted partners (i.e., insider threats), synthetic media threats such as phishing, deepfake or social engineering schemes, particularly on our internet-facing applications, could compromise the confidentiality, availability and integrity of data in our systems or the systems of our third-party service providers. Because the tactics, techniques and procedures used to obtain unauthorized access, or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated, and may be difficult to detect for periods of time, we may not anticipate these acts or respond adequately or timely. For example, cybercriminals have increasingly demonstrated advanced capabilities, such as use of zero-day vulnerabilities, and rapid integration of new technology such as generative AI. The security measures and procedures we, our financial institution and merchant clients, other merchants and third-party service providers in the payments ecosystem have in place to protect sensitive consumer data and other information may not be successful or sufficient to counter all data security breaches, cyber-attacks or system failures. In some cases, the mitigation efforts may be dependent on third parties who may not deliver to the required contractual standards, who may not be able to timely patch vulnerabilities or fix security defects, or whose hardware, software or network services may be subject to error, defect, delay, outage or lack appropriate malware prevention to prevent breaches or data exfiltration incidents. Despite our security measures and programs to protect our systems and data, and prevent, detect and respond to data security incidents, there can be no assurance that our efforts will prevent these threats.


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In addition, as a global financial services company, Visa is increasingly subject to complex and varied cybersecurity regulations and cyber incident reporting requirements across numerous jurisdictions. With the often short timeframes required for cyber incident reporting, there is a risk that Visa or its suppliers will fail to meet the reporting deadlines for any given incident. In the event we are found to be out of compliance, we could be subject to monetary damages, civil and criminal penalties, litigation, investigations and proceedings, and damage to our reputation and brand.


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Any of these events could significantly disrupt our operations; impact our clients and consumers; damage our reputation and brand; result in litigation or claims, violations of applicable privacy and other laws, and increased regulatory review or scrutiny, investigations, actions, fines or penalties; result in damages or changes to our business practices; decrease the overall use and acceptance of our products; decrease our volume, revenues and future growth prospects; and be costly, time consuming and difficult to remedy. In the event of damage or disruption to our business due to these occurrences, we may not be able to successfully and quickly recover all of our critical business functions, assets, and data through our business continuity program. Furthermore, while we maintain insurance, our coverage may not sufficiently cover all types of losses or claims that may arise.


V Structural and Organizational Risks

We may not achieve the anticipated benefits of our acquisitions, joint ventures or strategic investments, and may face risks and uncertainties as a result.


V Structural and Organizational Risks

As part of our overall business strategy, we make acquisitions and strategic investments, and enter into joint ventures. We may not achieve the anticipated benefits of our current and future acquisitions, joint ventures or strategic investments and they may involve significant risks and uncertainties, including: •disruption to our ongoing business, including diversion of resources and management’s attention from our existing business;


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•greater than expected investment of resources or operating expenses; •failure to adequately develop or integrate our acquired entities or joint ventures; •the data security, cybersecurity and operational resilience posture of our acquired entities, joint ventures or companies we invest in or partner with, may not be adequate and may be more susceptible to cyber incidents; •difficulty, expense or failure of implementing controls, procedures and policies at our acquired entities or joint ventures; •challenges of integrating new employees, business cultures, business systems and technologies; •failure to retain employees, clients or partners of our acquired entities or joint ventures; •in the case of foreign acquisitions, risks related to the integration of operations across different cultures and languages; •disruptions, costs, liabilities, judgments, settlements or business pressures resulting from litigation matters, investigations or legal proceedings involving our acquisitions, joint ventures or strategic investments; •the inability to pursue aspects of our acquisitions or joint ventures due to outcomes in litigation matters, investigations or legal proceedings; •failure to obtain the necessary government or other approvals at all, on a timely basis or without the imposition of burdensome conditions or restrictions; •the economic, political, regulatory and compliance risks associated with our acquisitions, joint ventures or strategic investments, including when entering into a new business or operating in new regions or countries. For more information on regulatory risks, please see Item 1—Government Regulations and Item 1A—Regulatory Risks above; •discovery of unidentified issues and related liabilities after our acquisitions, joint ventures or investments were made; •failure to mitigate the deficiencies and liabilities of our acquired entities or joint ventures; •dilutive issuance of equity securities, if new securities are issued; •the incurrence of debt; •negative impact on our financial position and/or statement of operations; and •anticipated benefits, synergies or value of our acquisitions, joint ventures or investments not materializing or taking longer than expected to materialize.


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In addition, we may pursue additional strategic objectives, such as the potential exchange offer program, which can divert resources and management’s attention from our existing business and, if unsuccessful, may harm our business and reputation.


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We may be unable to attract, hire and retain a highly qualified and diverse workforce, including key management.


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The talents and efforts of our employees, particularly our key management, are vital to our success. The market for highly skilled workers and leaders in our industry, especially in fintech, technology, cybersecurity and other specialized areas, is extremely competitive. Our management team has significant industry experience and would be difficult to replace. We may be unable to retain them or to attract, hire or retain other highly qualified employees, particularly if we do not offer employment terms that are competitive with the rest of the labor market. Ongoing changes in laws and policies regarding immigration, travel and work authorizations have made it more difficult for employees to work in, or transfer among, jurisdictions in which we have operations and could continue to impair our ability to attract, hire and retain qualified employees. Failure to attract, hire, develop, motivate and retain highly qualified and diverse employee talent, especially in light of changing worker expectations and talent marketplace variability regarding flexible work models; to meet our goals related to fostering an inclusive and


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diverse culture or to adequately address potential increased scrutiny of our inclusion and diversity-related programs and initiatives; to develop and implement an adequate succession plan for the management team; to maintain our strong corporate culture of fostering innovation, collaboration and inclusion in our current hybrid model; or to design and successfully implement flexible work models that meet the expectations of employees and prospective employees could impact our workforce development goals, impact our ability to achieve our business objectives, and adversely affect our business and our future success.


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The conversions of our class B and class C common stock or series A, B and C preferred stock into shares of class A common stock would result in voting dilution to, and could adversely impact the market price of, our existing class A common stock.


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The market price of our class A common stock could fall as a result of many factors. The value of our class B and C common stock and series A, B and C preferred stock is tied to the value of the class A common stock. Under our U.S. retrospective responsibility plan, upon final resolution of our U.S. covered litigation, all class B common stock will become convertible into class A common stock. Under our Europe retrospective responsibility plan, Visa will continue to release value from the series B and series C preferred stock in stages based on developments in current and potential litigation. The series B and series C preferred stock will become fully convertible to series A preferred stock or class A common stock no later than 2028 (subject to a holdback to cover any pending claims). Conversion of our class B and class C common stock into class A common stock, or our series A, B and C preferred stock into class A common stock, would increase the amount of class A common stock outstanding, which would dilute the voting power of existing class A common stockholders. In addition, the sale of significant portions of converted class A common stock could adversely impact the market price of our existing class A common stock.


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Holders of our class B and C common stock and series A, B and C preferred stock may have different interests than our class A common stockholders concerning certain significant transactions.


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Although their voting rights are limited, holders of our class B and C common stock and, in certain specified circumstances, holders of our series A, B and C preferred stock, can vote on certain significant transactions. With respect to our class B and C common stock, these transactions include a proposed consolidation or merger, a decision to exit our core payments business and any other vote required under Delaware law, such as the proposed certificate of incorporation amendments. Please see Item 7 of this report for more information regarding the potential exchange offer program. With respect to our series A, B and C preferred stock, voting rights are limited to proposed consolidations or mergers in which holders of the series A, B and C preferred stock would receive shares of stock or other equity securities with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock; or, in the case of series B and C preferred stock, holders would receive securities, cash or other property that is different from what our class A common stockholders would receive. Because the holders of classes of capital stock other than class A common stock are our current and former financial institution clients, they may have interests that diverge from our class A common stockholders. As a result, the holders of these classes of capital stock may not have the same incentive to approve a corporate action that may be favorable to the holders of class A common stock, and their interests may otherwise conflict with interests of our class A common stockholders.


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Delaware law, provisions in our certificate of incorporation and bylaws, and our capital structure could make a merger, takeover attempt or change in control difficult.


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Provisions contained in our certificate of incorporation and bylaws and our capital structure could delay or prevent a merger, takeover attempt or change in control that our stockholders may consider favorable. For example, except for limited exceptions: •no person may beneficially own more than 15 percent of our class A common stock (or 15 percent of our total outstanding common stock on an as-converted basis), unless our board of directors approves the acquisition of such shares in advance; •no competitor or an affiliate of a competitor may hold more than 5 percent of our total outstanding common stock on an as-converted basis; •the affirmative votes of the class B and C common stock and series A, B and C preferred stock are required for certain types of consolidations or mergers; •our stockholders may only take action during a stockholders’ meeting and may not act by written consent; and


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•only our board of directors, Chairperson, or CEO or any stockholders who have owned continuously for at least one year not less than 15 percent of the voting power of all shares of class A common stock outstanding may call a special meeting of stockholders.


V Unresolved Staff Comments

Not applicable.


V Properties

As of September 30, 2023, we owned or leased 144 office locations in 82 countries around the world, including four data centers located in the U.S., the United Kingdom and Singapore. Our corporate headquarters are located in owned and leased premises in the San Francisco Bay Area.


V Properties

We believe that these facilities are suitable and adequate to support our ongoing business needs.


V Legal Proceedings

Refer to Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.


V Mine Safety Disclosures

Not applicable.


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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


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Our class A common stock has been listed on the New York Stock Exchange under the symbol “V”. As of November 8, 2023, we had 316 stockholders of record of our class A common stock. The number of beneficial owners is substantially greater than the number of record holders, because a large portion of our class A common stock is held in “street name” by brokers and other financial institutions on behalf of our stockholders. There is currently no established public trading market for our class B or C common stock. As of November 8, 2023, there were 1,106 and 381 holders of record of our class B and C common stock, respectively.


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On October 24, 2023, our 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 convertible participating preferred stock on an as-converted basis) payable on December 1, 2023, to holders of record as of November 9, 2023.


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Subject to legally available funds, we expect to continue paying quarterly cash dividends on our outstanding common and preferred stock in the future. However, the declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, settlement indemnifications, operating results, available cash and current and anticipated cash needs.


V Issuer Purchases of Equity Securities

The table below presents our purchases of common stock during the quarter ended September 30, 2023: Period##Total Number of Shares Purchased####Average Purchase Price per Share(1)####Total Number of Shares Purchased  as Part of Publicly Announced Plans or Programs(2)####Approximate  Dollar Value  of Shares that May Yet Be  Purchased Under the Plans or Programs(1),(2) ########(in millions, except per share data)###### July 1-31, 2023##3##$##240.62####3##$##8,215 August 1-31, 2023##7##$##243.29####7##$##6,473 September 1-30, 2023##7##$##238.94####7##$##4,733 Total##17##$##241.03####17####


V Issuer Purchases of Equity Securities

(1)Includes applicable taxes.


V Issuer Purchases of Equity Securities

(2)The figures in the table reflect transactions according to the trade dates. For purposes of our consolidated financial statements included in this report, the impact of these repurchases is recorded according to the settlement dates.


V Issuer Purchases of Equity Securities

See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report for further discussion on our share repurchase programs.


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Management’s Discussion and Analysis of Financial Condition and Results of Operations


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This management’s discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Visa Inc. and its subsidiaries (Visa, we, us, our or the Company) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in Item 8 of this report.


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This section of the report generally discusses fiscal 2023 compared to fiscal 2022. Discussions of fiscal 2022 compared to 2021 that are not included in this report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our Annual Report on Form 10-K for the year ended September 30, 2022, filed with the United States Securities and Exchange Commission.


V Overview

Visa is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies. We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through VisaNet, our proprietary advanced transaction processing network. We offer products, solutions and services that facilitate secure, reliable, and efficient money movement for all participants in the ecosystem.


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Financial overview. A summary of our as-reported U.S. GAAP and non-GAAP operating results is as follows: ########For the Years Ended September 30,##########% Change(1)#### ####2023####2022####2021##2023 vs. 2022######2022 vs. 2021## ############(in millions, except percentages and per share data)########## Net revenues##$##32,653##$##29,310##$##24,105##11##%####22##% Operating expenses##$##11,653##$##10,497##$##8,301##11##%####26##% Net income##$##17,273##$##14,957##$##12,311##15##%####21##% Diluted earnings per share##$##8.28##$##7.00##$##5.63##18##%####24##% Non-GAAP operating expenses(2)##$##10,481##$##9,387##$##8,077##12##%####16##% Non-GAAP net income(2)##$##18,280##$##16,034##$##12,933##14##%####24##% Non-GAAP diluted earnings per share(2)##$##8.77##$##7.50##$##5.91##17##%####27##%


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(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.


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


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Disruption in the Banking Sector. During fiscal 2023, certain U.S. banks failed, which caused volatility in the global financial markets. These events did not have an impact on our operating results. We continuously monitor and manage balance sheet and operational risks from clients in our portfolio, including their settlement obligations.


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Russia & Ukraine. During fiscal 2022, economic sanctions were imposed on Russia by the U.S., European Union, United Kingdom and other jurisdictions and authorities, impacting Visa and its clients. In March 2022, we suspended our operations in Russia and as a result, are no longer generating revenue from domestic and cross-border activities related to Russia. For fiscal 2022 and 2021, total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, were approximately 2% and 4% of our consolidated net revenues, respectively.


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The continuing effects of the liquidity issues at certain financial institutions and the war in Ukraine are difficult to predict due to numerous uncertainties identified in Part I, Item 1A of this report. We will continue to evaluate the nature and extent of the impact to our business.


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Highlights for fiscal 2023. Net revenues increased 11% over the prior year, primarily due to the year-over-year growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by


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higher client incentives. Exchange rate movements lowered our net revenues growth by approximately one-and-a-half percentage points.


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GAAP operating expenses increased 11% over the prior year, primarily driven by higher expenses related to personnel. See Results of Operations—Operating Expenses below for further discussion. Non-GAAP operating expenses increased 12% over the prior year, primarily driven by higher expenses related to personnel.


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Pending acquisition. In June 2023, we entered into a definitive agreement to acquire Pismo Holdings (Pismo), 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.


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Interchange multidistrict litigation. During fiscal 2023, we recorded additional accruals of $906 million to address claims associated with the interchange multidistrict litigation. We also made deposits of $1.0 billion into the U.S. litigation escrow account. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.


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Potential exchange offer program. In September 2023, we announced that we are engaging with our common stockholders on the subject of potential amendments to our certificate of incorporation that would authorize Visa to conduct an exchange offer program that would have the effect of releasing transfer restrictions on portions of our class B common stock prior to the final resolution of the U.S. covered litigation. See our current report on Form 8-K filed with the SEC on September 13, 2023.


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Common stock repurchases. In October 2022, our board of directors authorized a $12.0 billion share repurchase program. During fiscal 2023, we repurchased 55 million shares of our class A common stock in the open market for $12.2 billion. As of September 30, 2023, our share repurchase program had remaining authorized funds of $5.0 billion. In October 2023, our board of directors authorized a new $25.0 billion share repurchase program, providing multi-year flexibility. See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.


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Non-GAAP financial results. We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance. •Gains and losses on equity investments. Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment. These long-term investments are strategic in nature and are primarily private company investments. Gains and losses associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business. •Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as developed technology, customer relationships and brands acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance. •Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. These costs also include retention equity and deferred equity compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination. We have excluded these amounts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.


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•Litigation provision. We recorded additional accruals to address claims associated with the interchange multidistrict litigation. Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class B common stock ultimately convert into shares of class A common stock. For fiscal 2023 and 2022, basic earnings per class A common stock was unchanged and increased $0.01, respectively, as a result of the downward adjustments of the class B common stock conversion rate during the fiscal years. For fiscal 2023 and 2022, diluted earnings per class A common stock remained unchanged. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report. •Russia-Ukraine charges. We recorded a loss within general and administrative expense from the deconsolidation of our Russian subsidiary and also incurred charges in personnel expense as a result of steps taken to support our employees in Russia and Ukraine. We have excluded these amounts as they are one-time charges and do not reflect the underlying performance of our business. •Remeasurement of deferred tax balances. In connection with the UK enacted legislation on June 10, 2021 that increased the tax rate from 19% to 25%, effective April 1, 2023, we remeasured our UK deferred tax liabilities, resulting in the recognition of a non-recurring, non-cash income tax expense. •Indirect taxes. We recognized a one-time charge within general and administrative expense to record our estimate of probable additional indirect taxes, related to prior periods, for which we could be liable as a result of certain changes in applicable law. This one-time charge is not representative of our ongoing operations.


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Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with U.S. GAAP. The following tables reconcile our as-reported financial measures, calculated in accordance with U.S. GAAP, to our respective non-GAAP financial measures: ##############For the Year Ended September 30, 2023############ ####Operating Expenses####Non-operating Income (Expense)####Income Tax Provision(1)####Effective Income Tax Rate(2)######Net Income####Diluted Earnings Per Share(2) ##############(in millions, except percentages and per share data)############ As reported##$##11,653##$##37##$##3,764####17.9##%##$##17,273##$##8.28 (Gains) losses on equity investments, net####—####104####23##########81####0.04 Amortization of acquired intangible assets####(176)####—####38##########138####0.07 Acquisition-related costs####(90)####—####7##########83####0.04 Litigation provision####(906)####—####201##########705####0.34 Non-GAAP##$##10,481##$##141##$##4,033####18.1##%##$##18,280##$##8.77


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##############For the Year Ended September 30, 2022############ ####Operating Expenses####Non-operating Income (Expense)####Income Tax Provision(1)####Effective Income Tax Rate(2)######Net Income####Diluted Earnings Per Share(2) ##############(in millions, except percentages and per share data)############ As reported##$##10,497##$##(677)##$##3,179####17.5##%##$##14,957##$##7.00 (Gains) losses on equity investments, net####—####264####67##########197####0.09 Amortization of acquired intangible assets####(120)####—####26##########94####0.04 Acquisition-related costs####(69)####—####9##########60####0.03 Litigation provision####(861)####—####191##########670####0.31 Russia-Ukraine charges####(60)####—####4##########56####0.03 Non-GAAP##$##9,387##$##(413)##$##3,476####17.8##%##$##16,034##$##7.50 ##############For the Year Ended September 30, 2021############ ####Operating Expenses####Non-operating Income (Expense)####Income Tax Provision(1)####Effective Income Tax Rate(2)######Net Income####Diluted Earnings Per Share(2) ##############(in millions, except percentages and per share data)############ As reported##$##8,301##$##259##$##3,752####23.4##%##$##12,311##$##5.63 (Gains) losses on equity investments, net####—####(712)####(159)##########(553)####(0.25) Amortization of acquired intangible assets####(51)####—####12##########39####0.02 Acquisition-related costs####(21)####—####4##########17####0.01 Remeasurement of deferred tax balances####—####—####(1,007)##########1,007####0.46 Indirect taxes####(152)####—####40##########112####0.05 Non-GAAP##$##8,077##$##(453)##$##2,642####17.0##%##$##12,933##$##5.91


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(1)Determined by applying applicable tax rates.


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(2)Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.


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Payments volume and processed transactions. Payments volume is the primary driver for our service revenues, and the number of processed transactions is the primary driver for our data processing revenues.


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Payments volume represents the aggregate dollar amount of purchases made with cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume. Nominal payments volume is denominated in U.S. dollars and is calculated each quarter by applying an established U.S. dollar/foreign currency exchange rate for each local currency in which our volumes are reported. Processed transactions represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks.


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The following tables present nominal payments and cash volume: ########U.S.############International############Visa Inc.#### ########Twelve Months  Ended June 30,(1)############Twelve Months Ended June 30,(1)############Twelve Months Ended June 30,(1)#### ####2023####2022##% Change(2)######2023####2022##% Change(2)######2023####2022##% Change(2)## ####################(in billions, except percentages)################ Nominal payments volume#################################### Consumer credit##$##2,230##$##2,047##9##%##$##2,810##$##2,695##4##%##$##5,040##$##4,742##6##% Consumer debit(3)####2,822####2,619##8##%####2,668####2,728##(2##%)####5,490####5,346##3##% Commercial(4)####993####882##13##%####551####500##10##%####1,544####1,382##12##% Total nominal payments volume(2)##$##6,045##$##5,548##9##%##$##6,029##$##5,922##2##%##$##12,074##$##11,470##5##% Cash volume(5)####608####631##(4##%)####1,844####1,929##(4##%)####2,453####2,560##(4##%) Total nominal volume(2),(6)##$##6,653##$##6,179##8##%##$##7,873##$##7,851##—##%##$##14,526##$##14,030##4##% ########U.S.############International############Visa Inc.#### ########Twelve Months Ended June 30,(1)############Twelve Months Ended June 30,(1)############Twelve Months  Ended June 30,(1)#### ####2022####2021##% Change(2)######2022####2021##% Change(2)######2022####2021##% Change(2)## ####################(in billions, except percentages)################ Nominal payments volume#################################### Consumer credit##$##2,047##$##1,641##25##%##$##2,695##$##2,398##12##%##$##4,742##$##4,039##17##% Consumer debit(3)####2,619####2,388##10##%####2,728####2,443##12##%####5,346####4,830##11##% Commercial(4)####882####696##27##%####500####407##23##%####1,382####1,104##25##% Total nominal payments volume(2)##$##5,548##$##4,725##17##%##$##5,922##$##5,248##13##%##$##11,470##$##9,973##15##% Cash volume(5)####631####635##(1##%)####1,929####1,925##—##%####2,560####2,559##—##% Total nominal volume(2),(6)##$##6,179##$##5,360##15##%##$##7,851##$##7,172##9##%##$##14,030##$##12,532##12##%


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The following table presents the change in nominal and constant payments and cash volume: ############International######################Visa Inc.########## ######Twelve Months Ended June 30, 2023 vs 2022(1),(2)############Twelve Months Ended June 30, 2022 vs 2021(1),(2)##########Twelve Months Ended June 30, 2023 vs 2022(1),(2)############Twelve Months Ended June 30, 2022 vs 2021(1),(2)#### ##Nominal######Constant(7)######Nominal######Constant(7)####Nominal######Constant(7)######Nominal######Constant(7)## Payments volume growth############################################ Consumer credit growth##4##%####13##%####12##%####15##%##6##%####11##%####17##%####19##% Consumer debit growth(3)##(2##%)####4##%####12##%####15##%##3##%####6##%####11##%####12##% Commercial growth(4)##10##%####20##%####23##%####27##%##12##%####15##%####25##%####27##% Total payments volume growth##2##%####9##%####13##%####16##%##5##%####9##%####15##%####17##% Cash volume growth(5)##(4##%)####1##%####—##%####4##%##(4##%)####—##%####—##%####3##% Total volume growth##—##%####7##%####9##%####13##%##4##%####7##%####12##%####14##%


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(1)Service revenues in a given quarter are primarily assessed based on nominal payments volume in the prior quarter. Therefore, service revenues reported for the twelve months ended September 30, 2023, 2022 and 2021, were based on nominal payments volume reported by our financial institution clients for the twelve months ended June 30, 2023, 2022 and 2021, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material.


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(2)Figures in the table may not recalculate exactly due to rounding. Percentage changes and totals are calculated based on unrounded numbers.


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(3)Includes consumer prepaid volume and Interlink volume.


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(4)Includes large, medium and small business credit and debit, as well as commercial prepaid volume.


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(5)Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks.


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(6)Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal volume is provided by our financial institution clients, subject to review by Visa.


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(7)Growth on a constant-dollar basis excludes the impact of foreign currency fluctuations against the U.S. dollar.


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The following table presents the number of processed transactions: ####For the Years Ended September 30,########% Change(1)#### ##2023##2022##2021##2023 vs. 2022######2022 vs. 2021## ######(in millions, except percentages)########## Visa processed transactions##212,579##192,530##164,734##10##%####17##%


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(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. On occasion, previously presented information may be updated. Prior period updates are not material.


V Net Revenues

Our net revenues are primarily generated from payments volume on Visa products for purchased goods and services, as well as the number of transactions processed on our network. See Note 1—Summary of Significant Accounting Policies to our consolidated financial statements included in Item 8 of this report for further discussion on the components of our net revenues.


V Net Revenues

The following table presents our net revenues earned in the U.S. and internationally: ########For the Years Ended September 30,#### ####2023####2022####2021 ############(in millions, except percentages) U.S.##$##14,138##$##12,851##$##11,160 International####18,515####16,459####12,945 Net revenues##$##32,653##$##29,310##$##24,105


V Net Revenues

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.


V Net Revenues

Net revenues increased in fiscal 2023 primarily due to the year-over-year growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives.


V Net Revenues

Our net revenues are impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenues denominated in local currencies are converted to U.S. dollars. In fiscal 2023, exchange rate movements lowered our net revenues growth by approximately one-and-a-half percentage points.


V Net Revenues

The following table presents the components of our net revenues: ########For the Years Ended September 30,#### ####2023####2022####2021 ############(in millions, except percentages) Service revenues##$##14,826##$##13,361##$##11,475 Data processing revenues####16,007####14,438####12,792 International transaction revenues####11,638####9,815####6,530 Other revenues####2,479####1,991####1,675 Client incentives####(12,297)####(10,295)####(8,367) Net revenues##$##32,653##$##29,310##$##24,105


V Net Revenues

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. •Service revenues increased primarily due to 5% growth in nominal payments volume and due to business mix. Service revenues increased over the prior-year comparable fiscal year despite the impact of our suspension of operations in Russia.


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•Data processing revenues increased primarily due to 10% growth in processed transactions, select pricing modifications and growth in value added services. Data processing revenues increased over the prior-year comparable fiscal year despite the impact of our suspension of operations in Russia. •International transaction revenues increased primarily due to growth in nominal cross-border volumes of 23%, excluding transactions within Europe, and select pricing modifications, partially offset by business mix and lower volatility of a broad range of currencies. •Other revenues increased primarily due to growth in marketing and consulting services and select pricing modifications. •Client incentives increased primarily due to growth in payments volume during fiscal 2023. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.


V Operating Expenses

Our operating expenses consist of the following: •Personnel expenses include salaries, employee benefits, incentive compensation, share-based compensation and contractor expenses. •Marketing expenses include expenses associated with advertising and marketing campaigns, sponsorships and other related promotions of the Visa brand and client marketing. •Network and processing expenses mainly represent expenses for the operation of our processing network, including maintenance, equipment rental and fees for other data processing services. •Professional fees mainly consist of fees for legal, consulting and other professional services. •Depreciation and amortization expenses include amortization of internally developed and purchased software, depreciation expense for property and equipment and amortization of finite-lived intangible assets primarily obtained through acquisitions. •General and administrative expenses consist mainly of card benefits such as costs associated with airport lounge access, extended cardholder protection and concierge services, facilities costs, travel and meeting costs, indirect taxes, foreign exchange gains and losses and other corporate expenses incurred in support of our business. •Litigation provision represents litigation expenses and is an estimate based on management’s understanding of our litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss.


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The following table presents the components of our total operating expenses: ########For the Years Ended September 30,#### ####2023####2022####2021 ############(in millions, except percentages) Personnel##$##5,831##$##4,990##$##4,240 Marketing####1,341####1,336####1,136 Network and processing####736####743####730 Professional fees####545####505####403 Depreciation and amortization####943####861####804 General and administrative####1,330####1,194####985 Litigation provision####927####868####3 Total operating expenses(2)##$##11,653##$##10,497##$##8,301


V NM - Not meaningful


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(2)Operating expenses include significant items that we do not believe are indicative of our operating performance. See Overview within this Item 7. •Personnel expenses increased primarily due to higher number of employees and compensation, reflecting our strategy to invest in future growth, including acquisitions. •Depreciation and amortization expenses increased primarily due to additional depreciation and amortization from our on-going investments and acquisitions. •General and administrative expenses increased due to unfavorable foreign currency fluctuations, higher usage of travel related card benefits and travel expenses, partially offset by the absence of expenses as a result of the suspension of our operations in Russia. •Litigation provision increased primarily due to higher accruals related to the U.S. covered litigation. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters included in Item 8 of this report.


V Non-operating Income (Expense)

Non-operating income (expense) primarily includes interest expense related to borrowings, gains and losses on investments and derivative instruments, interest expense from tax liabilities, as well as the non-service components of net periodic pension income and expense.


V Non-operating Income (Expense)

The following table presents the components of our non-operating income (expense): ########For the Years Ended September 30,#### ####2023####2022####2021 ############(in millions, except percentages) Interest expense##$##(644)##$##(538)##$##(513) Investment income (expense) and other####681####(139)####772 Total non-operating income (expense)##$##37##$##(677)##$##259


V Non-operating Income (Expense)

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. •Interest expense increased primarily due to losses from derivative instruments, partially offset by lower interest related to indirect taxes and lower outstanding debt. See Note 10—Debt and Note 13—Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report.


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•Investment income (expense) and other increased primarily due to higher interest income on our cash and investments and lower losses on our investments. See Note 6—Fair Value Measurements and Investments to our consolidated financial statements included in Item 8 of this report.


V Effective Income Tax Rate

The following table presents our effective income tax rates: ######For the Years Ended September 30,###### ##2023####2022####2021## Effective income tax rate##18##%##18##%##23##%


V Effective Income Tax Rate

The effective income tax rates in fiscal 2023 and fiscal 2022 were 18% including the following: •during fiscal 2023, a $142 million tax benefit related to prior years due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination; and •during fiscal 2022, a $176 million tax benefit related to prior years due to a decrease in the state apportionment ratio as a result of a tax position taken related to a ruling.


V Liquidity and Capital Resources

Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.


V Cash Flow Data

The following table summarizes our cash flow activity: ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### Total cash provided by (used in):############ Operating activities##$##20,755##$##18,849##$##15,227 Investing activities##$##(2,006)##$##(4,288)##$##(152) Financing activities##$##(17,772)##$##(12,696)##$##(14,410)


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Operating activities. Cash provided by operating activities in fiscal 2023 was higher than the prior fiscal year primarily due to growth in our underlying business, partially offset by higher incentive payments.


V Cash Flow Data

Investing activities. Cash used in investing activities in fiscal 2023 was lower than the prior fiscal year primarily due to the absence of cash paid for acquisitions, cash received from the settlement of net investment hedge derivative instruments in the current year and lower purchases of investment securities, partially offset by lower sales and maturities of investment securities.


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Financing activities. Cash used in financing activities in fiscal 2023 was higher than the prior fiscal year primarily due to the absence of proceeds from the issuance of senior notes, higher principal debt payment upon maturity of our senior notes, higher dividends paid and higher share repurchases.


V Sources of Liquidity

Cash, cash equivalents and investments. As of September 30, 2023, our cash and cash equivalents balance were $16.3 billion and our available-for-sale debt securities were $5.4 billion. Our investment portfolio is designed to invest cash in securities which enables us to meet our working capital and liquidity needs. Our investment portfolio consists of debt securities issued by the U.S. Treasury and U.S. government-sponsored agencies. $3.5 billion of the investments are classified as current and are available to meet short-term liquidity needs. The remaining non-


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current investments have stated maturities of more than one year from the balance sheet date; however, they are also generally available to meet short-term liquidity needs.


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Factors that may impact the liquidity of our investment portfolio include, but are not limited to, changes to credit ratings of the securities, uncertainty related to regulatory developments, actions by central banks and other monetary authorities and the ongoing strength and quality of credit markets. We will continue to review our portfolio in light of evolving market and economic conditions. However, if current market conditions deteriorate, the liquidity of our investment portfolio may be impacted and we could determine that some of our investments are impaired, which could adversely impact our financial results. We have policies that limit the amount of credit exposure to any one financial institution or type of investment.


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Commercial paper program. We maintain a commercial paper program to support our working capital requirements and for other general corporate purposes. As of September 30, 2023, we had no outstanding obligations under the program. See Note 10—Debt to our consolidated financial statements included in Item 8 of this report.


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Credit facility. We have an unsecured $7.0 billion revolving credit facility, which expires in May 2028. As of September 30, 2023, there were no amounts outstanding under the credit facility. See Note 10—Debt to our consolidated financial statements included in Item 8 of this report.


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U.S. Litigation escrow account. Pursuant to the terms of the U.S. retrospective responsibility plan, which was created to insulate Visa and our class A common shareholders from financial liability for certain litigation cases, we maintain a U.S. litigation escrow account from which monetary liabilities from settlements of, or judgments in, the U.S. covered litigation will be payable. As these funds are restricted for the sole purpose of making payments related to the U.S. covered litigation matters, we do not rely on them for other operational needs. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.


V Uses of Liquidity

Payments settlement. Payments settlement due to and from our financial institution clients can represent a substantial daily liquidity requirement. Most U.S. dollar settlements are settled within the same day and do not result in a receivable or payable balance, while settlements in currencies other than the U.S. dollar generally remain outstanding for one to two business days, which is consistent with industry practice for such transactions. In general, during fiscal 2023, we were not required to fund settlement-related working capital. As of September 30, 2023, we held $10.1 billion of our total available liquidity to fund daily settlement in the event one or more of our financial institution clients are unable to settle, with the remaining liquidity available to support our working capital and other liquidity needs. See Note 12—Settlement Guarantee Management to our consolidated financial statements included in Item 8 of this report.


V Uses of Liquidity

Litigation. Judgments in and settlements of litigation or other fines imposed in investigations and proceedings could give rise to future liquidity needs. During fiscal 2023, we deposited $1.0 billion into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of September 30, 2023 was $1.8 billion and is reflected as restricted cash in our consolidated balance sheets. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.


V Uses of Liquidity

Common stock repurchases. During fiscal 2023, we repurchased shares of our class A common stock in the open market for $12.2 billion. As of September 30, 2023, our share repurchase program had remaining authorized funds of $5.0 billion. In October 2023, our board of directors authorized a new $25.0 billion share repurchase program, providing multi-year flexibility. Share repurchases will be executed at prices we deem appropriate subject to various factors, including market conditions and our financial performance, and may be effected through accelerated share repurchase programs, open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.


V Uses of Liquidity

Dividends. During fiscal 2023, we declared and paid $3.8 billion in dividends to holders of our common and preferred stock. On October 24, 2023, our 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 convertible participating preferred stock on an as-converted basis). We expect to pay approximately $1.1 billion in connection with this dividend on December 1, 2023. We expect to continue paying quarterly dividends in cash, subject to


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approval by the board of directors. All preferred and class B and C common stock will share ratably on an as-converted basis in such future dividends.


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Senior notes. As of September 30, 2023, we had an outstanding aggregate principal amount relating to our senior notes of $20.9 billion. During fiscal 2023, we repaid $2.25 billion of principal upon maturity of our December 2022 senior notes. Since the issuance of the $500 million green bond as part of our commitment to environmental sustainability and a sustainable payments ecosystem, we have allocated $391 million to eligible green projects. See Note 10—Debt to our consolidated financial statements included in Item 8 of this report.


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Client incentives. As of September 30, 2023, we had short-term and long-term liabilities recorded on the consolidated balance sheet related to these agreements of $8.2 billion and $0.2 billion, respectively.


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Uncertain tax positions. As of September 30, 2023, we had long-term liabilities for uncertain tax positions of $1.6 billion. See Note 19—Income Taxes to our consolidated financial statements included in Item 8 of this report.


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Pending acquisition. In June 2023, we entered into a definitive agreement to acquire Pismo for $1.0 billion in cash. This acquisition is subject to customary closing conditions, including applicable regulatory reviews and approvals.


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Purchase obligations. As of September 30, 2023, we had short-term and long-term obligations of $1.7 billion and $0.9 billion, respectively, related to agreements to purchase goods and services that specify significant terms, including fixed or minimum quantities to be purchased, minimum or variable price provisions, and the approximate timing of the transaction. For obligations where the individual years of spend are not specified in the contract, we have estimated the timing of when these amounts will be spent. For future obligations related to software licenses, see Note 18—Commitments to our consolidated financial statements included in Item 8 of this report.


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Leases. As of September 30, 2023, we had short-term and long-term obligations of $12 million and $421 million, respectively, related to leases that have not yet commenced. For future lease payments related to leases that have commenced and are recognized in the consolidated balance sheet, see Note 9—Leases to our consolidated financial statements included in Item 8 of this report.


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Tax Cuts and Jobs Act. As of September 30, 2023, we had short-term and long-term obligations of $162 million and $431 million, respectively, related to the estimated transition tax, net of foreign tax credit carryovers, on certain foreign earnings of non-U.S. subsidiaries recognized during fiscal 2018.


V Indemnifications

We indemnify our financial institution clients for settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with our operating rules. The amount of the indemnification is limited to the amount of unsettled Visa payment transactions at any point in time. We maintain and regularly review global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. See Note 1—Summary of Significant Accounting Policies and Note 12—Settlement Guarantee Management to our consolidated financial statements included in Item 8 of this report.


V Accounting Pronouncements Not Yet Adopted

The Financial Accounting Standards Board has issued certain accounting updates, which we have either determined to be not applicable or not expected to have a material impact on our consolidated financial statements.


V Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require us to make judgments, assumptions and estimates that affect the amounts reported. See Note 1—Summary of Significant Accounting Policies to our consolidated financial statements included in Item 8 of this report. We have established policies and control procedures which seek to ensure that estimates and assumptions are appropriately governed and applied consistently from period to period. However, actual results could differ from our assumptions and estimates, and such differences could be material.


V Critical Accounting Estimates

We believe that the following accounting estimates are the most critical to fully understand and evaluate our reported financial results, as they require our most subjective or complex management judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain and unpredictable.


V Revenue Recognition—Client Incentives

Critical estimates. We enter into long-term incentive agreements 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 our network and driving innovation. These incentives are primarily accounted for as reductions to net revenues; however, if a separate identifiable benefit at fair value can be established, they are accounted for as operating expenses. Incentives are recognized systematically and rationally based on management’s estimate of each client’s performance. These estimates are regularly reviewed and adjusted as appropriate based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.


V Revenue Recognition—Client Incentives

Assumptions and judgment. Estimation of client incentives relies on forecasts of payments and transaction volume, card issuance and card conversion. Performance is estimated using client-reported information, transactional information accumulated from our systems, historical information, market and economic conditions and discussions with our clients, merchants and business partners.


V Revenue Recognition—Client Incentives

Impact if actual results differ from assumptions. If actual performance is not consistent with our estimates, client incentives may be materially different than initially recorded. Increases in incentive payments are generally driven by increased payments and transaction volume, which drive our net revenues. As a result, in the event incentive payments exceed estimates, such payments are not expected to have a material effect on our financial condition, results of operations or cash flows. The cumulative impact of a revision in estimates is recorded in the period such revisions become probable and estimable.


V Legal and Regulatory Matters

Critical estimates. We are currently involved in various legal proceedings, the outcomes of which are not within our complete control and may not be known for prolonged periods of time. Management is required to assess the probability of loss and estimate the amount of such loss, if any, in preparing our consolidated financial statements.


V Legal and Regulatory Matters

Assumptions and judgment. We evaluate the likelihood of a potential loss from legal or regulatory proceedings to which we are a party. We record a liability for such claims when a loss is deemed probable and the amount can be reasonably estimated. Significant judgment may be required in the determination of both probability and whether a loss is reasonably estimable. Our judgments are subjective and based on a number of factors, including management’s understanding of the legal or regulatory profile and the specifics of each proceeding, our history with similar matters, advice of internal and external legal counsel and management’s best estimate of incurred loss. As additional information becomes available, we reassess the potential loss related to pending claims and may revise our estimates.


V Legal and Regulatory Matters

We have entered into loss sharing agreements that reduce our potential liability under certain litigation. However, our U.S. retrospective responsibility plan only addresses monetary liabilities from settlements of, or final judgments in, the U.S. covered litigation. The plan’s mechanisms include the use of the U.S. litigation escrow account. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. Our Europe retrospective responsibility plan only covers Visa Europe territory covered litigation (and resultant liabilities and losses) relating to the covered period, subject to certain limitations, and does not cover any fines or penalties incurred in the European Commission proceedings or any other matter. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.


V Legal and Regulatory Matters

Impact if actual results differ from assumptions. Due to the inherent uncertainties of the legal and regulatory processes in the multiple jurisdictions in which we operate, our judgments may be materially different than the actual outcomes, which could have material adverse effects on our business, financial conditions and results of operations in the period in which the effect becomes probable and reasonably estimable. See Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.


V Income Taxes

Critical estimates. In calculating our effective income tax rate, we make judgments regarding certain tax positions, including the timing and amount of deductions and allocations of income among various tax jurisdictions.


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Assumptions and judgment. We have various tax filing positions with regard to the timing and amount of deductions and credits and the allocation of income among various tax jurisdictions, based on our interpretation of local tax laws. We also inventory, evaluate and measure all uncertain tax positions taken or expected to be taken on tax returns and record liabilities for the amount of such positions that may not be sustained, or may only be partially sustained, upon examination by the relevant taxing authorities.


V Table of Contents

Impact if actual results differ from assumptions. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. If one or more of the taxing authorities were to successfully challenge our right to realize some or all of the tax benefit we have recorded, and we were unable to realize this benefit, it could have a material adverse effect on our financial condition, results of operations or cash flows.


V Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential economic loss arising from adverse changes in market factors. Our exposure to financial market risks results primarily from fluctuations in foreign currency exchange rates, interest rates and equity prices. Aggregate risk exposures are monitored on an ongoing basis.


V Foreign Currency Exchange Rate Risk

We are exposed to risks from foreign currency exchange rate fluctuations that are primarily related to changes in the functional currency value of revenues generated from foreign currency-denominated transactions and changes in the functional currency value of payments in foreign currencies. We manage these risks by entering into foreign currency forward contracts that hedge exposures of the variability in the functional currency equivalent of anticipated non-functional currency denominated cash flows. Our foreign currency exchange rate risk management program reduces, but does not entirely eliminate, the impact of foreign currency exchange rate movements.


V Foreign Currency Exchange Rate Risk

As of September 30, 2023 and 2022, the effect of a hypothetical 10% weakening in the value of the functional currencies is estimated to create an additional fair value loss of approximately $236 million and $220 million, respectively, on our outstanding foreign currency forward contracts. The loss from this hypothetical weakening would be largely offset by a corresponding gain on our cash flows from foreign currency-denominated revenues and payments. See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report.


V Foreign Currency Exchange Rate Risk

We are further exposed to foreign currency exchange rate risk related to translation as the functional currency of Visa Europe is the Euro. Translation from the Euro 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. A hypothetical 10% change in the Euro against the U.S. dollar compared to the exchange rate as of September 30, 2023 and 2022 would result in a foreign currency translation adjustment of $1.9 billion and $1.8 billion, respectively.


V Foreign Currency Exchange Rate Risk

As of September 30, 2023 and 2022, we designated €3.0 billion and €1.2 billion, respectively, of our Euro-denominated senior notes as a net investment hedge against a portion of the foreign exchange rate exposure from our net investment in Visa Europe. Foreign currency translation adjustments resulting from the designated portion of the Euro-denominated senior notes partially offset the foreign currency translation adjustments resulting from our net investment in Visa Europe. See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report.


V Foreign Currency Exchange Rate Risk

We are also subject to foreign currency exchange risk in daily settlement activities. This risk arises from the timing of rate setting for settlement with clients relative to the timing of market trades for balancing currency positions. Risk in settlement activities is limited through daily operating procedures, including the utilization of Visa settlement systems and our interaction with foreign exchange trading counterparties.


V Interest Rate Risk

Our investment portfolio assets are held in both fixed-rate and adjustable-rate securities. Investments in fixed-rate instruments carry a degree of interest rate risk. The fair value of fixed-rate securities may be adversely impacted due to a rise in interest rates. Additionally, a falling-rate environment creates reinvestment risk because as securities mature, the proceeds are reinvested at a lower rate, generating less interest income. As of September 30, 2023 and 2022, a hypothetical 100 basis point increase in interest rates would create an estimated decrease in the fair value of our investment securities of approximately $43 million and $47 million, respectively. Any realized losses resulting from such interest rate changes would only occur if we sold the investments prior to maturity. Historically, we have been able to hold investments until maturity.


V Interest Rate Risk

We have interest rate and cross-currency swap agreements on a portion of our outstanding senior notes that allow us to manage our interest rate exposure through a combination of fixed and floating rates and reduce our overall cost of borrowing. Together these swap agreements effectively convert a portion of our U.S. dollar denominated fixed-rate payments into U.S. dollar and Euro-denominated floating-rate payments. By entering into interest rate swaps, we have assumed risks associated with market interest rate fluctuations. As of September 30, 2023 and 2022, a hypothetical 100 basis point increase in interest rates would have resulted in an increase of approximately $40 million in annual interest expense for each fiscal year. See Note 13—Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report.


V Equity Investment Risk

Our equity investments are held in both marketable and non-marketable equity securities. The marketable equity securities are publicly traded stocks and the non-marketable equity securities are investments in privately held companies. As of September 30, 2023 and 2022, the carrying value of our marketable equity securities was $163 million and $291 million, respectively, and the carrying value of our non-marketable equity securities was $1.4 billion and $1.2 billion, respectively. These securities are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of our holdings. A decline in financial condition or operating results of these investments could result in a loss of all or a substantial part of our carrying value in these companies. We regularly review our non-marketable equity securities 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 Financial Statements and Supplementary Data

VISA INC.


V INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

##Page Report of Independent Registered Public Accounting Firm (KPMG LLP, Santa Clara, CA, Auditor Firm ID: 185)##50 Consolidated Balance Sheets##53 Consolidated Statements of Operations##54 Consolidated Statements of Comprehensive Income##55 Consolidated Statements of Changes in Equity##56 Consolidated Statements of Cash Flows##59


V To the Stockholders and the Board of Directors

Visa Inc.:


Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting


We have audited the accompanying consolidated balance sheets of Visa Inc. and subsidiaries (the Company) as of September 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended September 30, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.


V Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


V Basis for Opinions

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


V Basis for Opinions

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


V Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


V Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


V Critical Audit Matter

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


V Critical Audit Matter

As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is party to various legal proceedings including the Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions, and has recorded a litigation accrual of $1,621 million as of September 30, 2023. In preparing its consolidated financial statements, the Company is required to assess the probability of loss associated with each legal proceeding and estimate the amount of such loss, if any. The outcome of legal proceedings to which the Company is a party is not within the complete control of the Company and may not be known for prolonged periods of time.


V Critical Audit Matter

We identified the assessment of the litigation accrual for class members opting out of the Damages Class settlement in the Interchange Multidistrict Litigation (MDL), also known as the MDL – Individual Merchant Actions, as a critical audit matter. This proceeding involves claims that are subject to inherent uncertainties and unascertainable damages. The assessment of the litigation accrual for the MDL – Individual Merchant Actions required especially challenging auditor judgment due to the assumptions and estimation associated with the consideration and evaluation of possible outcomes. The Company could incur judgments, enter into settlements or revise its expectations regarding the outcome of merchants’ claims, which could have a material effect on the estimated amount of the liability in the period in which the effect becomes probable and reasonably estimable.


V Critical Audit Matter

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s litigation accrual process for the MDL – Individual Merchant Actions. We evaluated the Company’s ability to estimate its monetary exposure by comparing historically recorded liabilities to actual monetary amounts incurred upon resolution of legal matters for merchants that opted out of the previous MDL class settlement. To assess the estimated monetary exposure in the Company’s analysis, we compared such amounts to the complete population of amounts attributable to the remaining opt-out merchants. We performed a sensitivity analysis over the Company’s monetary exposure calculations, and we recalculated the amount of the ending litigation accrual. We read letters received directly from the Company’s external legal counsel and internal legal counsel that discussed the Company’s legal matters, including the MDL – Individual Merchant Actions. We also considered relevant publicly available information.


V /s/ KPMG LLP

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


V November 15, 2023

VISA INC.


V CONSOLIDATED BALANCE SHEETS

######September 30,#### ####2023######2022 ######(in millions, except per share data)#### Assets########## Cash and cash equivalents##$##16,286####$##15,689 Restricted cash equivalents—U.S. litigation escrow####1,764######1,449 Investment securities####3,842######2,833 Settlement receivable####2,183######1,932 Accounts receivable####2,291######2,020 Customer collateral####3,005######2,342 Current portion of client incentives####1,577######1,272 Prepaid expenses and other current assets####2,584######2,668 Total current assets####33,532######30,205 Investment securities####1,921######2,136 Client incentives####3,789######3,348 Property, equipment and technology, net####3,425######3,223 Goodwill####17,997######17,787 Intangible assets, net####26,104######25,065 Other assets####3,731######3,737 Total assets##$##90,499####$##85,501 Liabilities########## Accounts payable##$##375####$##340 Settlement payable####3,269######3,281 Customer collateral####3,005######2,342 Accrued compensation and benefits####1,506######1,359 Client incentives####8,177######6,099 Accrued liabilities####5,015######3,726 Current maturities of debt####—######2,250 Accrued litigation####1,751######1,456 Total current liabilities####23,098######20,853 Long-term debt####20,463######20,200 Deferred tax liabilities####5,114######5,332 Other liabilities####3,091######3,535 Total liabilities####51,766######49,920 Commitments and contingencies (Note 18 and Note 20)########## Equity########## Series A, Series B and Series C convertible participating preferred stock (preferred stock), $0.0001 par value: 25 shares authorized and 5 (Series A less than one, Series B 2, Series C 3) shares issued and outstanding as of September 30, 2023 and 2022####1,698######2,324 Class A, Class B and Class C common stock and additional paid-in capital, $0.0001 par value: 2,003,341 shares authorized (Class A 2,001,622, Class B 622, Class C 1,097); 1,849 (Class A 1,594, Class B 245, Class C 10) and 1,890 (Class A 1,635, Class B 245, Class C 10) shares issued and outstanding as of September 30, 2023 and 2022, respectively####20,452######19,545 Right to recover for covered losses####(140)######(35) Accumulated income####18,040######16,116 Accumulated other comprehensive income (loss):########## Investment securities####(64)######(106) Defined benefit pension and other postretirement plans####(155)######(169) Derivative instruments####(177)######418 Foreign currency translation adjustments####(921)######(2,512) Total accumulated other comprehensive income (loss)####(1,317)######(2,369) Total equity####38,733######35,581 Total liabilities and equity##$##90,499####$##85,501


V CONSOLIDATED BALANCE SHEETS

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


V CONSOLIDATED BALANCE SHEETS

VISA INC.


V CONSOLIDATED STATEMENTS OF OPERATIONS

########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions, except per share data)#### Net revenues##$##32,653##$##29,310##$##24,105 Operating Expenses############ Personnel####5,831####4,990####4,240 Marketing####1,341####1,336####1,136 Network and processing####736####743####730 Professional fees####545####505####403 Depreciation and amortization####943####861####804 General and administrative####1,330####1,194####985 Litigation provision####927####868####3 Total operating expenses####11,653####10,497####8,301 Operating income####21,000####18,813####15,804 Non-operating Income (Expense)############ Interest expense####(644)####(538)####(513) Investment income (expense) and other####681####(139)####772 Total non-operating income (expense)####37####(677)####259 Income before income taxes####21,037####18,136####16,063 Income tax provision####3,764####3,179####3,752 Net income##$##17,273##$##14,957##$##12,311 Basic Earnings Per Share############ Class A common stock##$##8.29##$##7.01##$##5.63 Class B common stock##$##13.26##$##11.33##$##9.14 Class C common stock##$##33.17##$##28.03##$##22.53 Basic Weighted-average Shares Outstanding############ Class A common stock####1,618####1,651####1,691 Class B common stock####245####245####245 Class C common stock####10####10####10 Diluted Earnings Per Share############ Class A common stock##$##8.28##$##7.00##$##5.63 Class B common stock##$##13.24##$##11.31##$##9.13 Class C common stock##$##33.13##$##28.00##$##22.51 Diluted Weighted-average Shares Outstanding############ Class A common stock####2,085####2,136####2,188 Class B common stock####245####245####245 Class C common stock####10####10####10


V CONSOLIDATED STATEMENTS OF OPERATIONS


V CONSOLIDATED STATEMENTS OF OPERATIONS

VISA INC.


V CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### Net income##$##17,273##$##14,957##$##12,311 Other comprehensive income (loss):############ Investment securities:############ Net unrealized gain (loss)####53####(133)####(4) Income tax effect####(11)####28####1 Reclassification adjustments####—####—####(1) Defined benefit pension and other postretirement plans:############ Net unrealized actuarial gain (loss) and prior service credit (cost)####6####(168)####178 Income tax effect####—####38####(41) Reclassification adjustments####10####13####13 Income tax effect####(2)####(3)####(3) Derivative instruments:############ Net unrealized gain (loss)####(126)####917####19 Income tax effect####24####(177)####(1) Reclassification adjustments####49####(67)####15 Income tax effect####(24)####2####1 Foreign currency translation adjustments:############ Translation adjustments####975####(3,255)####(95) Income tax effect####98####—####— Other comprehensive income (loss)####1,052####(2,805)####82 Comprehensive income##$##18,325##$##12,152##$##12,393


VISA INC.


V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

####Preferred Stock##########Common Stock and Additional Paid-in Capital#### ##Shares######Amount####Shares######Amount ################## Balance as of September 30, 2022##5####$##2,324##(1)##1,890####$##19,545 Net income################## Other comprehensive income (loss)################## VE territory covered losses incurred################## Recovery through conversion rate adjustment########(30)########## Conversion to class A common stock upon sales into public market##—##(2)####(596)####10######596 Share-based compensation##################765 Stock issued under equity plans############5######260 Restricted stock and performance-based shares settled in cash for taxes############(1)######(130) Cash dividends declared and paid, at a quarterly amount of $0.45 per class A common stock################## Repurchase of class A common stock############(55)######(584) Balance as of September 30, 2023##5####$##1,698##(1)##1,849####$##20,452


(1)As of September 30, 2023 and 2022, the book value of series A preferred stock was $456 million and $1.0 billion, respectively. Refer to Note 5—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock.


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


V CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

####Preferred Stock##########Common Stock and Additional Paid-in Capital###### ##Shares######Amount####Shares######Amount## ####################(in millions, except per share data) Balance as of September 30, 2021##5####$##3,080##(1)##1,932####$##18,855## Net income#################### Other comprehensive income (loss)#################### VE territory covered losses incurred#################### Recovery through conversion rate adjustment########(141)############ Issuance of series A preferred stock##—##(2)####(3)############ Conversion to class A common stock upon sales into public market##—##(2)####(612)####10######612## Share-based compensation##################602## Stock issued under equity plans############4######196## Restricted stock and performance-based shares settled in cash for taxes############—##(2)####(120)## Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock#################### Repurchase of class A common stock############(56)######(600)## Balance as of September 30, 2022##5####$##2,324##(1)##1,890####$##19,545##


(1)As of September 30, 2022 and 2021, the book value of series A preferred stock was $1.0 billion and $486 million, respectively. Refer to Note 5—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock.


####Preferred Stock########Common Stock and Additional Paid-in Capital###### ##Shares######Amount##Shares######Amount## ##################(in millions, except per share data) Balance as of September 30, 2020##5####$##5,086##1,939####$##16,721## Net income################## Other comprehensive income (loss)################## Adoption of new accounting standards################## VE territory covered losses incurred################## Recovery through conversion rate adjustment########(55)########## Conversion to class A common stock upon sales into public market##—##(1)####(1,951)##29######1,951## Share-based compensation################542## Stock issued under equity plans##########5######208## Restricted stock and performance-based shares settled in cash for taxes##########(1)######(144)## Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock################## Repurchase of class A common stock##########(40)######(423)## Balance as of September 30, 2021##5####$##3,080##1,932####$##18,855##


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