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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to        
Commission file number 001-33977
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VISA INC.
(Exact name of Registrant as specified in its charter)
Delaware 26-0267673
(State or other jurisdiction
of incorporation or organization)
 (IRS Employer
Identification No.)
P.O. Box 8999 
San Francisco,
California94128-8999
(Address of principal executive offices) (Zip Code)
(650) 432-3200
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareVNew York Stock Exchange
1.500% Senior Notes due 2026V26New York Stock Exchange
2.000% Senior Notes due 2029V29New York Stock Exchange
2.375% Senior Notes due 2034V34New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No  
As of January 17, 2024, there were 1,581,590,212 shares outstanding of the registrant’s class A common stock, par value $0.0001 per share, 245,513,385 shares outstanding of the registrant’s class B common stock, par value $0.0001 per share, and 9,406,105 shares outstanding of the registrant’s class C common stock, par value $0.0001 per share.


Table of Contents
VISA INC.
TABLE OF CONTENTS
 
  Page
PART I.
Item 1.
Item 2.
Item 3.
Item 4.
PART II.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
2

Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1.Financial Statements (Unaudited)
VISA INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
December 31,
2023
September 30,
2023
 (in millions, except per share data)
Assets
Cash and cash equivalents$13,591 $16,286 
Restricted cash equivalents—U.S. litigation escrow1,616 1,764 
Investment securities5,005 3,842 
Settlement receivable2,525 2,183 
Accounts receivable2,506 2,291 
Customer collateral3,164 3,005 
Current portion of client incentives1,572 1,577 
Prepaid expenses and other current assets2,753 2,584 
Total current assets32,732 33,532 
Investment securities2,809 1,921 
Client incentives3,941 3,789 
Property, equipment and technology, net3,472 3,425 
Goodwill18,120 17,997 
Intangible assets, net26,739 26,104 
Other assets3,596 3,731 
Total assets$91,409 $90,499 
Liabilities
Accounts payable$348 $375 
Settlement payable3,724 3,269 
Customer collateral3,164 3,005 
Accrued compensation and benefits816 1,506 
Client incentives8,034 8,177 
Accrued liabilities5,077 5,015 
Accrued litigation1,471 1,751 
Total current liabilities22,634 23,098 
Long-term debt20,703 20,463 
Deferred tax liabilities5,275 5,114 
Other liabilities3,064 3,091 
Total liabilities51,676 51,766 
Commitments and contingencies (Note 13)
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 December 31, 2023 and September 30, 2023
1,615 1,698 
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); 1,836 (Class A 1,582, Class B 245, Class C 9) and 1,849 (Class A 1,594, Class B 245, Class C 10) shares issued and outstanding as of December 31, 2023 and September 30, 2023, respectively
20,490 20,452 
Right to recover for covered losses(139)(140)
Accumulated income18,422 18,040 
Accumulated other comprehensive income (loss):
Investment securities(18)(64)
Defined benefit pension and other postretirement plans(153)(155)
Derivative instruments(208)(177)
Foreign currency translation adjustments(276)(921)
Total accumulated other comprehensive income (loss)(655)(1,317)
Total equity39,733 38,733 
Total liabilities and equity$91,409 $90,499 
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
3

Table of Contents
VISA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 Three Months Ended
December 31,
 20232022
 (in millions, except per share data)
Net revenues $8,634 $7,936 
Operating Expenses
Personnel 1,479 1,337 
Marketing 293 332 
Network and processing 181 178 
Professional fees 131 109 
Depreciation and amortization 247 227 
General and administrative 340 322 
Litigation provision9 341 
Total operating expenses 2,680 2,846 
Operating income 5,954 5,090 
Non-operating Income (Expense)
Interest expense(187)(137)
Investment income (expense) and other 275 24 
Total non-operating income (expense)88 (113)
Income before income taxes 6,042 4,977 
Income tax provision1,152 798 
Net income $4,890 $4,179 
Basic Earnings Per Share
Class A common stock $2.39 $1.99 
Class B common stock $3.80 $3.19 
Class C common stock $9.58 $7.96 
Basic Weighted-average Shares Outstanding
Class A common stock 1,584 1,629 
Class B common stock 245 245 
Class C common stock 9 10 
Diluted Earnings Per Share
Class A common stock $2.39 $1.99 
Class B common stock $3.80 $3.19 
Class C common stock $9.57 $7.95 
Diluted Weighted-average Shares Outstanding
Class A common stock 2,045 2,102 
Class B common stock 245 245 
Class C common stock 9 10 
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
4

Table of Contents
VISA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 Three Months Ended
December 31,
 20232022
 (in millions)
Net income$4,890 $4,179 
Other comprehensive income (loss):
Investment securities:
Net unrealized gain (loss)58 15 
Income tax effect(12)(3)
Defined benefit pension and other postretirement plans:
Net unrealized actuarial gain (loss) and prior service credit (cost)
 2 
Income tax effect (1)
Reclassification adjustments3 1 
Income tax effect(1) 
Derivative instruments:
Net unrealized gain (loss)(77)(116)
Income tax effect16 14 
Reclassification adjustments39 (7)
Income tax effect(9)(4)
Foreign currency translation adjustments
Translation adjustments588 1,209 
Income tax effect57  
Other comprehensive income (loss)662 1,110 
Comprehensive income$5,552 $5,289 
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
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VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
Three Months Ended December 31, 2023
 Preferred StockCommon Stock and Additional Paid-in CapitalRight to Recover for Covered LossesAccumulated
Income
Accumulated
Other
Comprehensive
 Income (Loss)
Total
Equity
 SharesAmountSharesAmount
 (in millions, except per share data)
Balance as of September 30, 20235 $1,698 
(1)
1,849 $20,452 $(140)$18,040 $(1,317)$38,733 
Net income 4,890 4,890 
Other comprehensive income (loss)
662 662 
VE territory covered losses incurred(24)(24)
Recovery through conversion rate adjustment(25)25  
Conversion to class A common stock upon sales into public market 
(2)
(58)1 58  
Share-based compensation
209 209 
Stock issued under equity plans2 104 104 
Restricted stock and performance-based shares settled in cash for taxes
(1)(172)(172)
Cash dividends declared and paid, at a quarterly amount of $0.52 per class A common stock
(1,060)(1,060)
Repurchase of class A common stock(15)(161)(3,448)(3,609)
Balance as of December 31, 20235 $1,615 
(1)
1,836 $20,490 $(139)$18,422 $(655)$39,733 
(1)As of December 31, 2023 and September 30, 2023, the book value of series A preferred stock was $398 million and $456 million, respectively. 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.

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
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VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)
(UNAUDITED)
Three Months Ended December 31, 2022
 Preferred StockCommon Stock and Additional Paid-in CapitalRight to Recover for Covered LossesAccumulated
Income
Accumulated
Other
Comprehensive
 Income (Loss)
Total
Equity
 SharesAmountSharesAmount
 (in millions, except per share data)
Balance as of September 30, 20225 $2,324 
(1)
1,890 $19,545 $(35)$16,116 $(2,369)$35,581 
Net income 4,179 4,179 
Other comprehensive income (loss)
1,110 1,110 
VE territory covered losses incurred(8)(8)
Recovery through conversion rate adjustment(14)15 1 
Conversion to class A common stock upon sales into public market 
(2)
(329)5 329  
Share-based compensation

177 177 
Stock issued under equity plans2 56 56 
Restricted stock and performance-based shares settled in cash for taxes 
(2)
(112)(112)
Cash dividends declared and paid, at a quarterly amount of $0.45 per class A common stock
(945)(945)
Repurchase of class A common stock(16)(168)(2,947)(3,115)
Balance as of December 31, 20225 $1,981 
(1)
1,881 $19,827 $(28)$16,403 $(1,259)$36,924 
(1)As of December 31, 2022 and September 30, 2022, the book value of series A preferred stock was $723 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.
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
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VISA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Three Months Ended
December 31,
 20232022
 (in millions)
Operating Activities
Net income$4,890 $4,179 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Client incentives3,348 2,786 
Share-based compensation209 177 
Depreciation and amortization247 227 
Deferred income taxes59 (132)
VE territory covered losses incurred(24)(8)
(Gains) losses on equity investments, net(4)106 
Other11 (26)
Change in operating assets and liabilities:
Settlement receivable(257)(54)
Accounts receivable(195)(60)
Client incentives(3,601)(2,743)
Other assets(204)160 
Accounts payable(18)(64)
Settlement payable313 44 
Accrued and other liabilities(877)(666)
Accrued litigation(283)245 
Net cash provided by (used in) operating activities3,614 4,171 
Investing Activities
Purchases of property, equipment and technology(267)(249)
Investment securities:
Purchases(2,743)(1,995)
Proceeds from maturities and sales1,137 1,310 
Purchases of other investments(11)(20)
Settlement of derivative instruments 402 
Other investing activities(5)42 
Net cash provided by (used in) investing activities(1,889)(510)
Financing Activities
Repurchase of class A common stock(3,580)(3,115)
Repayments of debt (2,250)
Dividends paid(1,060)(945)
Cash proceeds from issuance of class A common stock under equity plans104 56 
Restricted stock and performance-based shares settled in cash for taxes(172)(112)
Other financing activities329 19 
Net cash provided by (used in) financing activities(4,379)(6,347)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
300 692 
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
(2,354)(1,994)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period21,990 20,377 
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period$19,636 $18,383 
Supplemental Disclosure
Cash paid for income taxes, net$1,503 $721 
Interest payments on debt$213 $244 
Accruals related to purchases of property, equipment and technology$26 $27 


See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1—Summary of Significant Accounting Policies
Organization. Visa Inc., together with its subsidiaries (Visa or the Company), is a global payments technology company that facilitates global commerce and money movement across more than 200 countries and territories. Visa operates one of the world’s largest electronic payments networks — VisaNet — which provides transaction processing services (primarily authorization, clearing and settlement). The Company offers products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa’s financial institution clients.
Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company consolidates its majority-owned and controlled entities, including variable interest entities (VIEs) for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its unaudited consolidated financial statements as of and for the periods presented. Intercompany balances and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements are presented in accordance with U.S. Securities and Exchange Commission (SEC) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by U.S. GAAP. Reference should be made to Visa’s Annual Report on Form 10-K for the year ended September 30, 2023 for additional disclosures, including a summary of the Company’s significant accounting policies.
In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year.
Use of estimates. The preparation of the accompanying unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates may change as new events occur and additional information is obtained, and will be recognized in the period in which such changes occur. Future actual results could differ materially from these estimates.
Note 2—Acquisitions
On January 16, 2024, Visa acquired Pismo Holdings, a global cloud-native issuer processing and core banking platform, for $1.0 billion in cash. Due to the limited amount of time since the acquisition date, the initial allocation of the purchase price is not yet complete. The Company expects to provide the initial purchase price allocation within its Form 10-Q for the second quarter of fiscal 2024.
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
Note 3—Revenues
The nature, amount, timing and uncertainty of the Company’s revenues and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenues by revenue category and by geography:
Three Months Ended
December 31,
20232022
(in millions)
Service revenues$3,915 $3,511 
Data processing revenues4,356 3,827 
International transaction revenues3,019 2,797 
Other revenues692 587 
Client incentives(3,348)(2,786)
Net revenues $8,634 $7,936 

Three Months Ended
December 31,
20232022
(in millions)
U.S.$3,645 $3,567 
International4,989 4,369 
Net revenues$8,634 $7,936 
Remaining performance obligations are comprised of deferred revenues and contract revenues that will be invoiced and recognized as revenues in future periods primarily related to value added services. As of December 31, 2023, the remaining performance obligations were $3.2 billion. The Company expects approximately half to be recognized as revenues in the next two years and the remaining thereafter. However, the amount and timing of revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the estimate of amounts allocated to remaining performance obligations and when such revenues could be recognized.
Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows:
December 31,
2023
September 30,
2023
(in millions)
Cash and cash equivalents$13,591 $16,286 
Restricted cash and restricted cash equivalents:
U.S. litigation escrow1,616 1,764 
Customer collateral3,164 3,005 
Prepaid expenses and other current assets 1,265 935 
Cash, cash equivalents, restricted cash and restricted cash equivalents
$19,636 $21,990 
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
Note 5—U.S. and Europe Retrospective Responsibility Plans
U.S. Retrospective Responsibility Plan
Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation (U.S. covered litigation) are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 13—Legal Matters.
The following table presents the changes in the restricted cash equivalents—U.S. litigation escrow account:
Three Months Ended
December 31,
20232022
 (in millions)
Balance as of beginning of period
$1,764 $1,449 
Deposits into the U.S. litigation escrow account 350 
Payments to opt-out merchants(1), net of interest earned on escrow funds
(148)(94)
Balance as of end of period
$1,616 $1,705 
(1)These payments are associated with the interchange multidistrict litigation. See Note 13—Legal Matters.
Europe Retrospective Responsibility Plan
Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (VE territory covered litigation). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through a periodic adjustment to the class A common stock conversion rates applicable to the series B and C preferred stock. VE territory covered losses are recorded in the contra-equity account right to recover for covered losses within stockholders’ equity before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than €20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity.
The following table presents the activities related to VE territory covered losses in preferred stock and right to recover for covered losses within stockholders’ equity:
Three Months Ended
December 31, 2023
Preferred StockRight to Recover for Covered Losses
Series BSeries C
(in millions)
Balance as of beginning of period
$441 $801 $(140)
VE territory covered losses incurred(1)
  (24)
Recovery through conversion rate adjustment
(22)(3)25 
Balance as of end of period
$419 $798 $(139)
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
Three Months Ended
December 31, 2022
Preferred StockRight to Recover for Covered Losses
Series BSeries C
(in millions)
Balance as of beginning of period
$460 $812 $(35)
VE territory covered losses incurred(1)
  (8)
Recovery through conversion rate adjustment(2)
(7)(7)15 
Balance as of end of period
$453 $805 $(28)
(1)VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 13—Legal Matters.
(2)Adjustment to right to recover for covered losses for the conversion rate adjustment differs from the actual recovered amount due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustment.
The following table presents the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred stock recorded within the Company’s consolidated balance sheets:
December 31, 2023September 30, 2023
As-converted Value of Preferred Stock(1),(2)
Book Value of Preferred Stock(1)
As-converted Value of Preferred Stock(1),(3)
Book Value of Preferred Stock(1)
(in millions)
Series B preferred stock$1,875 $419 $1,676 $441 
Series C preferred stock2,979 798 2,635 801 
Total4,854 1,217 4,311 1,242 
Less: right to recover for covered losses(139)(139)(140)(140)
Total recovery for covered losses available$4,715 $1,078 $4,171 $1,102 
(1)Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers.
(2)As of December 31, 2023, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 2.903 and 3.625, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $260.35, Visa’s class A common stock closing stock price.
(3)As of September 30, 2023, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 2.937 and 3.629, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $230.01, Visa’s class A common stock closing stock price.
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
Note 6—Fair Value Measurements and Investments
Assets and Liabilities Measured at Fair Value on a Recurring Basis
 Fair Value Measurements
Using Inputs Considered as
 Level 1Level 2
 December 31,
2023
September 30,
2023
December 31,
2023
September 30,
2023
 (in millions)
Assets
Cash equivalents and restricted cash equivalents:
Money market funds
$10,316 $13,504 $ $ 
U.S. government-sponsored debt securities
  28  
U.S. Treasury securities
95 301   
Investment securities:
Marketable equity securities
397 339   
U.S. government-sponsored debt securities
  1,580 1,108 
U.S. Treasury securities
5,837 4,316   
Other current and non-current assets:
Money market funds
28 23   
Derivative instruments
  154 293 
Total $16,673 $18,483 $1,762 $1,401 
Liabilities
Accrued compensation and benefits:
Deferred compensation liability
$221 $175 $ $ 
Accrued and other liabilities:
Derivative instruments
  287 396 
Total $221 $175 $287 $396 
Level 1 assets and liabilities. Money market funds, U.S. Treasury securities and marketable equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan.
Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data.
U.S. Government-sponsored Debt Securities and U.S. Treasury Securities
The amortized cost, unrealized gains and losses and fair value of debt securities were as follows:
December 31, 2023
Amortized
Cost
Gross UnrealizedFair
Value
GainsLosses
(in millions)
U.S. government-sponsored debt securities$1,607 $2 $(1)$1,608 
U.S. Treasury securities5,956 19 (43)5,932 
Total$7,563 $21 $(44)$7,540 
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
September 30, 2023
Amortized
Cost
Gross UnrealizedFair
Value
GainsLosses
(in millions)
U.S. government-sponsored debt securities$1,109 $1 $(2)$1,108 
U.S. Treasury securities4,697  (80)4,617 
Total$5,806 $1 $(82)$5,725 
Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows:
December 31, 2023
Less Than 12 Months
12 Months or Greater
Fair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
(in millions)
U.S. government-sponsored debt securities$424 $(1)$ $ 
U.S. Treasury securities646 (2)2,056 (41)
Total$1,070 $(3)$2,056 $(41)
September 30, 2023
Less Than 12 Months
12 Months or Greater
Fair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
(in millions)
U.S. government-sponsored debt securities$412 $(2)$50 $ 
U.S. Treasury securities1,360 (12)2,128 (68)
Total$1,772 $(14)$2,178 $(68)
The unrealized losses were primarily attributable to changes in interest rates.
The stated maturities of debt securities were as follows:
December 31,
2023
 (in millions)
Due within one year$4,731 
Due after one year through five years
2,809 
Total$7,540 
Equity Securities
The Company’s non-marketable equity securities include investments in privately held companies without readily determinable fair values. These investments are measured at fair value on a non-recurring basis and are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that significant inputs used to measure fair value are unobservable and require management’s judgment.
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Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
The following table summarizes the total carrying value of the Company’s non-marketable equity securities that were accounted for using the fair value measurement alternative and held as of December 31, 2023, including the cumulative unrealized gains and losses:
December 31,
2023
(in millions)
Initial cost basis
$710 
Adjustments:
Upward adjustments
909 
Downward adjustments (including impairment)
(430)
Carrying amount
$1,189 
Unrealized gains and losses included in the carrying value of the Company’s non-marketable equity securities accounted for using the fair value measurement alternative and still held as of December 31, 2023 and 2022, respectively, were as follows:
Three Months Ended
December 31,
20232022
(in millions)
Upward adjustments$9 $17 
Downward adjustments (including impairment)$ $ 
For the three months ended December 31, 2023 and 2022, the Company recognized net unrealized gains of $36 million and net unrealized losses of $102 million, respectively, on marketable and non-marketable equity securities still held as of quarter end.
Other Fair Value Disclosures
Debt. Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of December 31, 2023, the carrying value and estimated fair value of debt was $20.7 billion and $19.0 billion, respectively. As of September 30, 2023, the carrying value and estimated fair value of debt was $20.5 billion and $17.7 billion, respectively.
Other financial instruments not measured at fair value. As of December 31, 2023, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities. If measured at fair value in the financial statements, these financial instruments would be classified as Level 2 in the fair value hierarchy.
Non-financial assets. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are subject to non-recurring fair value measurements if they are deemed to be impaired. The Company performed its annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2023, and concluded there was no impairment as of that date. No recent events or changes in circumstances indicated that impairment existed as of December 31, 2023.
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Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
Note 7—Debt
The Company had outstanding debt as follows:
December 31,
2023
September 30,
2023
Effective Interest Rate(1)
(in millions, except percentages)
U.S. dollar notes
3.15% Senior Notes due December 2025
$4,000 $4,000 3.26 %
1.90% Senior Notes due April 2027
1,500 1,500 2.02 %
0.75% Senior Notes due August 2027
500 500 0.84 %
2.75% Senior Notes due September 2027
750 750 2.91 %
2.05% Senior Notes due April 2030
1,500 1,500 2.13 %
1.10% Senior Notes due February 2031
1,000 1,000 1.20 %
4.15% Senior Notes due December 2035
1,500 1,500 4.23 %
2.70% Senior Notes due April 2040
1,000 1,000 2.80 %
4.30% Senior Notes due December 2045
3,500 3,500 4.37 %
3.65% Senior Notes due September 2047
750 750 3.73 %
2.00% Senior Notes due August 2050
1,750 1,750 2.09 %
Euro notes
1.50% Senior Notes due June 2026
1,497 1,434 1.71 %
2.00% Senior Notes due June 2029
1,109 1,062 2.13 %
2.375% Senior Notes due June 2034
721 690 2.53 %
Total debt
21,077 20,936 
Unamortized discounts and debt issuance costs(156)(159)
Hedge accounting fair value adjustments(2)
(218)(314)
Total carrying value of debt
$20,703 $20,463 
Reported as:
Current maturities of debt$ $ 
Long-term debt20,703 20,463 
Total carrying value of debt
$20,703 $20,463 
(1)Effective interest rates disclosed do not reflect hedge accounting adjustments.
(2)Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes.
Note 8—Settlement Guarantee Management
The Company indemnifies its clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement.
Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events.
The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. During the three months ended December 31, 2023, the Company’s maximum daily settlement exposure was $133.2 billion and the average daily settlement exposure was $83.0 billion.
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Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
The Company maintains and regularly reviews global settlement risk policies and procedures to manage settlement exposure, which may require clients to post collateral if certain credit standards are not met. The Company held the following collateral to manage settlement exposure:
December 31,
2023
September 30,
2023
 (in millions)
Restricted cash
$3,164 $3,005 
Pledged securities
504 411 
Letters of credit1,779 1,738 
Guarantees1,054 1,047 
Total$6,501 $6,201 
Note 9—Stockholders’ Equity
As-converted class A common stock. The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis were as follows:
December 31, 2023September 30, 2023
Shares
Outstanding
Conversion Rate Into 
Class A
Common Stock
As-converted Class A
Common
Stock(1)
Shares
Outstanding
Conversion Rate Into
Class A
Common Stock
As-converted Class A
Common
Stock(1)
(in millions, except conversion rate)
Series A preferred stock 
(2)
100.0000 6  
(2)
100.0000 7 
Series B preferred stock2 2.9030 7 2 2.9370 7 
Series C preferred stock3 3.6250 11 3 3.6290 11 
Class A common stock1,582  1,582 1,594 — 1,594 
Class B common stock245 1.5875 
(3)
390 245 1.5875 
(3)
390 
Class C common stock9 4.0000 38 10 4.0000 38 
Total2,034 2,047 
(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.
(2)The number of shares outstanding was less than one million.
(3)The class B to class A common stock conversion rate is presented on a rounded basis. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.
Reduction in as-converted shares. The following table presents the reduction in the number of as-converted class B common stock after deposits into the U.S. litigation escrow account under the U.S. retrospective responsibility plan:
Three Months Ended
December 31,
20232022
(in millions, except per share data)
Reduction in equivalent number of class A common stock 2 
Effective price per share(1)
$ $209.14 
Deposits into the U.S. litigation escrow account$ $350 
(1)Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation.
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments under the Europe retrospective responsibility plan:
Three Months Ended
December 31, 2023
Three Months Ended
December 31, 2022
Series BSeries CSeries BSeries C
(in millions, except per share data)
Reduction in equivalent number of class A common stock 
(1)
 
(1)
 
(1)
 
(1)
Effective price per share(2)
$254.32 $254.32 $211.34 $211.34 
Recovery through conversion rate adjustment
$22 $3 $7 $7 
(1)The reduction in equivalent number of shares of class A common stock was less than one million shares.
(2)Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock.
Common stock repurchases. The following table presents share repurchases in the open market:
Three Months Ended
December 31,
20232022
(in millions, except per share data)
Shares repurchased in the open market(1)
15 16 
Average repurchase cost per share(2)
$238.47 $197.69 
Total cost(2)
$3,609 $3,115 
(1)Shares repurchased in the open market reflect repurchases that settled during the three months ended December 31, 2023 and 2022. All shares repurchased in the open market have been retired and constitute authorized but unissued shares.
(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes.
In October 2023 and 2022, the Company’s board of directors authorized share repurchase programs of $25.0 billion providing multi-year flexibility, and $12.0 billion, respectively. These authorizations have no expiration date. As of December 31, 2023, the Company’s share repurchase programs had remaining authorized funds of $26.4 billion. All share repurchase programs authorized prior to October 2022 have been completed.
Class B common stock. On January 23, 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation authorizing Visa to implement an exchange offer program that would have the effect of releasing transfer restrictions on portions of the Company’s class B common stock. The certificate of incorporation amendments automatically redenominate all shares of class B common stock as class B-1 common stock with no changes to the par value, conversion features, rights and privileges of the class B common stock. The amendments also authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a preceding class of B common stock was tendered in exchange and retired. The new authorization will have no impact to outstanding diluted earnings per class A common stock.
Dividends. During the three months ended December 31, 2023 and 2022, the Company declared and paid dividends of $1.1 billion and $945 million, respectively. On January 23, 2024, the Company’s board declared a quarterly cash dividend of $0.52 per share of class A common stock (determined in the case of class B-1 and C common stock and series A, B and C preferred stock on an as-converted basis), payable on March 1, 2024, to all holders of record as of February 9, 2024.
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
Note 10—Earnings Per Share
The following table presents earnings per share for the three months ended December 31, 2023:
 Basic Earnings Per ShareDiluted Earnings Per Share
Income
Allocation
(A)(1)
Weighted-
Average
Shares
Outstanding (B)
Earnings per
Share =
(A)/(B)(2)
Income
Allocation
(A)(1)
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)(2)
(in millions, except per share data)
Class A common stock$3,792 1,584 $2.39 $4,890 2,045 
(3)
$2.39 
Class B common stock933 245 $3.80 $932 245 $3.80 
Class C common stock91 9 $9.58 $91 9 $9.57 
Participating securities74 Not presentedNot presented$74 Not presentedNot presented
Net income$4,890 
The following table presents earnings per share for the three months ended December 31, 2022:
 Basic Earnings Per ShareDiluted Earnings Per Share
Income
Allocation
(A)(1)
Weighted-
Average
Shares
Outstanding (B)
Earnings per
Share =
(A)/(B)(2)
Income
Allocation
(A)(1)
Weighted-
Average
Shares
Outstanding (B)
 
Earnings per
Share =
(A)/(B)(2)
(in millions, except per share data)
Class A common stock$3,243 1,629 $1.99 $4,179 2,102 
(3)
$1.99 
Class B common stock784 245 $3.19 $784 245 $3.19 
Class C common stock78 10 $7.96 $78 10 $7.95 
Participating securities74 Not presentedNot presented$74 Not presentedNot presented
Net income$4,179 
(1)The weighted-average number of shares of as-converted class B common stock used in the income allocation was 390 million and 394 million for the three months ended December 31, 2023 and 2022, respectively. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 38 million and 39 million for the three months ended December 31, 2023 and 2022, respectively. The weighted-average number of shares of preferred stock included within participating securities was 6 million and 13 million of as-converted series A preferred stock for the three months ended December 31, 2023 and 2022, respectively, 7 million of as-converted series B preferred stock for the three months ended December 31, 2023 and 2022 and 11 million of as-converted series C preferred stock for the three months ended December 31, 2023 and 2022.
(2)Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share are calculated based on unrounded numbers.
(3)Weighted-average diluted shares outstanding are calculated on an as-converted basis and include incremental common stock equivalents, as calculated under the treasury stock method. The common stock equivalents are not material for the three months ended December 31, 2023 and 2022.
Note 11—Share-based Compensation
The following table presents the equity awards granted to employees and non-employee directors under the amended and restated 2007 Equity Incentive Compensation Plan (EIP) during the three months ended December 31, 2023:
GrantedWeighted-Average Grant Date Fair ValueWeighted-Average Exercise Price
Non-qualified stock options722,695 $62.55 $249.56 
Restricted stock units2,735,697 $249.56 
Performance-based shares(1)
528,008 $281.85 
(1)Represents the maximum number of performance-based shares which could be earned.
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
For the three months ended December 31, 2023 and 2022, the Company recorded share-based compensation cost related to the EIP of $200 million and $170 million, respectively.
Note 12—Income Taxes
For the three months ended December 31, 2023 and 2022, the effective income tax rates were 19% and 16%, respectively. The difference in the effective tax rates is primarily due to a $142 million tax benefit recognized during the three months ended December 31, 2022 due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination.
During the three months ended December 31, 2023, the Company’s gross unrecognized tax benefits increased by $113 million. The Company’s net unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate, increased by $29 million. The change in unrecognized tax benefits is related to various tax positions across several jurisdictions.
In January 2024, a resolution was reached regarding India tax assessments for years falling within the period from 2010 to 2019. As a result, the Company filed to withdraw appeals to the appellate authorities for these years.
Effective through September 30, 2028, the Company’s operating hub in the Asia Pacific region is subject to a tax incentive in Singapore which is conditional upon meeting certain requirements.
The Company’s tax filings are subject to examination by U.S. federal, state and foreign taxing authorities. The timing and outcome of the final resolutions of the various ongoing income tax examinations and refund claims are uncertain. However, it is reasonably possible that the Company’s net unrecognized tax benefits could decrease by approximately $400 million in the next 12 months.
Note 13—Legal Matters
The Company is party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has disclosed the nature of the claim. Additionally, unless otherwise disclosed below with respect to these proceedings, the Company cannot provide an estimate of the possible loss or range of loss. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties.
The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date.
The following table summarizes the activity related to accrued litigation:
 Three Months Ended
December 31,
 20232022
 (in millions)
Balance as of beginning of period
$1,751 $1,456 
Provision for uncovered legal matters10  
Provision for covered legal matters22 347 
Payments for legal matters(312)(101)
Balance as of end of period
$1,471 $1,702 
Accrual Summary—U.S. Covered Litigation
Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans.
The following table summarizes the accrual activity related to U.S. covered litigation:
 Three Months Ended
December 31,
 20232022
 (in millions)
Balance as of beginning of period
$1,621 $1,441 
Provision for interchange multidistrict litigation 341 
Payments for U.S. covered litigation(160)(101)
Balance as of end of period
$1,461 $1,681 
Accrual Summary—VE Territory Covered Litigation
Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans.
The following table summarizes the accrual activity related to VE territory covered litigation:
 Three Months Ended
December 31,
 20232022
(in millions)
Balance as of beginning of period
$110 $11 
Provision for VE territory covered litigation22 6 
Payments for VE territory covered litigation(126) 
Balance as of end of period
$6 $17 
U.S. Covered Litigation
Interchange Multidistrict Litigation (MDL) - Class Actions
On December 4, 2023, plaintiffs in the two actions led, respectively, by Hayley Lanning and Camp Grounds Coffee, served a motion for partial summary judgment. On January 8, 2024, defendants’ motions for summary judgment under Ohio v. American Express were granted in part and denied in part.
Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions
Visa has reached settlements with a number of merchants representing approximately 73% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.
On November 1, 2023, defendants served a motion to enforce the Amended Settlement Agreement, or in the alternative for summary judgment, regarding claims in the actions brought by certain plaintiffs in their capacity as payment facilitators. On December 4, 2023, plaintiffs in certain of the individual merchant actions served a motion
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)
for partial summary judgment or a joinder in partial summary judgment motions. On January 8, 2024, defendants’ motions for summary judgment under Ohio v. American Express were granted in part and denied in part.
VE Territory Covered Litigation
Europe Merchant Litigation
Since July 2013, proceedings have been commenced by more than 1,150 Merchants (the capitalized term “Merchant” when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc. and other Visa subsidiaries in the UK and other countries primarily relating to interchange rates in Europe and in some cases relating to fees charged by Visa and certain Visa rules. As of the filing date, Visa has settled the claims asserted by over 475 Merchants, and there are approximately 600 Merchants with outstanding claims. In addition, over 30 additional Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled.
Other Litigation
MiCamp Solutions

On December 8, 2023, a complaint was filed in the U.S. District Court for the Northern District of California by MiCamp Solutions, LLC against Visa on behalf of a purported class of Independent Sales Organizations (ISOs) and their merchant customers and a purported subclass of ISOs. The complaint alleges violations of federal and state antitrust laws, state data privacy laws, and the constitution, based on, among other things, Visa’s interchange fees and its assessment of fees for non-compliance with its surcharge rules. The complaint seeks to recover damages and to enjoin the enforcement of Visa’s default interchange and surcharge rules, among other things.
Mirage Wine + Spirit’s Inc.
On December 14, 2023, a putative class action was filed in the U.S. District Court for the Southern District of Illinois by Mirage Wine + Spirit’s Inc. against Apple Inc., Visa Inc. and Mastercard Incorporated on behalf of certain merchants in the United States that accepted Apple Pay as a method of payment at the physical point-of-sale from December 14, 2019. Plaintiff alleges a conspiracy under which Apple agreed not to enter a purported market for point-of-sale payment card networks services and seeks damages, injunctive relief and attorneys’ fees based on alleged violations of section 1 of the Sherman Act. On January 5, 2024, Visa requested transfer of the action to the U.S. District Court for the Eastern District of New York for coordinated or consolidated pretrial proceedings with the Interchange Multidistrict Litigation.
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ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 our unaudited consolidated financial statements and related notes included in Item 1—Financial Statements of this report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the