Visa Inc Fiscal 2023 Annual Report
Visa Inc Fiscal 2023 Annual Report
Visa Inc Fiscal 2023 Annual Report
Our purpose
is to uplift
everyone,
everywhere
by being
the best way
to pay and
be paid.
View the interactive report
and
A NN additional
UAL content
RE P O RT 2023 1 at
annualreport.visa.com
YEAR-END FINANCIAL HIGHLIGHTS
Diluted class A common stock earnings per share $5.63 $7.00 $8.28
Diluted class A common stock earnings per share $5.91 $7.50 $8.77
1 Total volume is the sum of payments volume and cash volume. 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. Cash volume generally consists of cash access transactions,
balance access transactions, balance transfers and convenience checks. For further discussion, see Item 7 - Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Overview - Payments volume and processed transactions in this Annual Report.
2 These figures represent data at June 30, 2021, June 30, 2022 and June 30, 2023.
3 For further discussion and a reconciliation of our GAAP to non-GAAP financial measures presented, see Item 7 - Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Overview - Non-GAAP financial results in this Annual Report.
2 VISA
Stock Performance
The accompanying graph and chart compare the cumulative total return on Visa’s class A common stock with the cumulative
total return on Standard & Poor’s 500 Index and Standard & Poor’s 500 Data Processing Index from September 30, 2018 through
September 30, 2023. The comparison assumes $100 was invested on September 30, 2018, and that dividends were reinvested.
There is currently no established public trading market for Visa Inc.’s class B and class C common stock.
Visa Inc. S&P 500 Index S&P 500 Data Processing Index
$180
$170
$160
$150
$140
$130
$120
$110
$100
9/30/18 9/30/19 9/30/20 9/30/21 9/30/22 9/30/23
4 VISA
Our business priorities
Consumer payments
Employees at Visa’s Cyber Fusion Center in Virginia build and use AI to detect and secure
cyber threats.
6 VISA
into the financial ecosystem. One
example of how we’re bringing this to life
is through Visa Direct, where we allow
families to receive remittances more
quickly, and facilitate faster access to
wages and government disbursements.
Finally, we amplify our business impact
through our social impact work, which
provides the tools and resources to
digitally enable individuals, businesses
and communities who have historically
been underserved by traditional financial
services.
All of this comes to life thanks to the Visa In Mexico, Visa employees participated in a reforestation volunteering activity, planting a
team, our talented employees who bring total of 1,000 trees.
NEW FLOWS
Visa's network of networks approach
creates opportunities to capture new sources of Risk & Identity
money movement through card and non-card flows Solutions
for consumers, businesses and governments around the
world by facilitating P2P, B2C, B2B and G2C payments.
Acceptance
Solutions
CONSUMER
PAYMENTS
We remain focused on moving trillions of
dollars of consumer spending in cash and checks to Open
cards and digital accounts on Visa's network of networks. Banking
Issuing
Solutions Visa Direct CORE PRODUCTS Visa Cross-Border
Credit • Debit Solutions
Prepaid
Tokenization
Visa Commercial
Solutions
NETWORK OF NETWORKS
Our network of networks strategy means moving money to all endpoints
and to all form factors, using all available networks and being a single connection point
for our partners; and providing our value added services on all transactions, no matter the network.
FOUNDATIONS
We are fortifying the key foundations of our business model, which consist
of becoming a network of networks, our technology platforms, security, brand and talent.
8
8 V ISA
VISA
Antony Cahill
Julie B. Rottenberg
Global Head of Value Added Services
General Counsel
Oliver Jenkyn
Christopher T. Newkirk
Group President, Global Markets
Global Head of New Flows – Commercial
& Money Movement Solutions
Lloyd A. Carney
Ryan McInerney
Director, Chair of Audit and Risk
Director and Chief Executive Officer
Committee
Linda J. Rendle
(pictured below, standing, left to right)
Director
10 VISA
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 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
VISA INC.
(Exact name of Registrant as specified in its charter)
Delaware 26-0267673
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
PART I
Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 1A Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 1B Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Item 4 Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
PART II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Item 6 [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . 37
Item 7A Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Item 8 Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . 107
Item 9A Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Item 9B Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . . . . . 108
PART III
Item 10 Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Item 13 Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . 109
Item 14 Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
PART IV
Item 15 Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Item 16 Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Unless the context indicates otherwise, reference to “Visa,” “we,” “us,” “our” or “the Company” refers to Visa
Inc. and its subsidiaries.
“Visa” and our other trademarks referenced in this report are Visa’s property. This report may contain
additional trade names and trademarks of other companies. The use or display of other companies’ trade names
or trademarks does not imply our endorsement or sponsorship of, or a relationship with these companies.
2
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995 that relate to, among other things, the impact on our future
financial position, results of operations and cash flows; the approval and implementation of the potential certificate
of incorporation amendments and the potential exchange offers; prospects, developments, strategies and growth
of our business; anticipated expansion of our products in certain countries; industry developments; anticipated
timing and benefits of our acquisitions; expectations regarding litigation matters, investigations and proceedings;
timing and amount of stock repurchases; sufficiency of sources of liquidity and funding; effectiveness of our risk
management programs; and expectations regarding the impact of recent accounting pronouncements on our
consolidated financial statements. Forward-looking statements generally are identified by words such as
“anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “could,” “should,” “will,” “continue” and
other similar expressions. All statements other than statements of historical fact could be forward-looking
statements, which speak only as of the date they are made, are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to
predict. We describe risks and uncertainties that could cause actual results to differ materially from those
expressed in, or implied by, any of these forward-looking statements in Item 1, Item 1A, Item 7 and elsewhere in
this report. Except as required by law, we do not intend to update or revise any forward-looking statements as a
result of new information, future events or otherwise.
3
PART I
ITEM 1. Business
OVERVIEW
Visa is one of the world’s leaders in digital payments. Our purpose is to uplift everyone, everywhere by being
the best way to pay and be paid. We facilitate 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.
Since Visa’s early days in 1958, we have been in the business of facilitating payments between consumers
and businesses. We are focused on extending, enhancing and investing in our proprietary advanced transaction
processing network, VisaNet, to offer a single connection point for facilitating payment transactions to multiple
endpoints through various form factors. As a network of networks enabling global movement of money through all
available networks, we are working to provide payment solutions and services for everyone, everywhere. Through
our network, we offer products, solutions and services that facilitate secure, reliable and efficient money
movement for participants in the ecosystem.
• We facilitate secure, reliable and efficient money movement among consumers, issuing and
acquiring financial institutions and merchants. We have traditionally referred to this structure as the
“four-party” model. Please see Our Core Business discussion below. As the payments ecosystem
continues to evolve, we have broadened this model to include digital banks, digital wallets and a range of
financial technology companies (fintechs), governments and non-governmental organizations (NGOs).
We provide transaction processing services (primarily authorization, clearing and settlement) to our
financial institution and merchant clients through VisaNet. During fiscal year 2023, 276 billion payments
and cash transactions with Visa’s brand were processed by Visa or other networks, equating to an
average of 757 million transactions per day. Of the 276 billion total transactions, 213 billion were
processed by Visa.
• We offer a wide range of Visa-branded payment products that our clients, including 14,500 financial
institutions, use to develop and offer payment solutions or services, including credit, debit, prepaid and
cash access programs for individual, business and government account holders. During fiscal year 2023,
Visa’s total payments and cash volume was $15 trillion, and 4.3 billion payment credentials, which are
issued Visa card accounts that were available worldwide to be used at more than 130 million merchant
locations.(1)
• We take an open partnership approach and seek to provide value by enabling access to our global
network, including offering our technology capabilities through application programming interfaces (APIs).
We partner with both traditional and emerging players to innovate and expand the payments ecosystem,
allowing them to use the resources of our platform to scale and grow their businesses more quickly and
effectively.
• We are accelerating the migration to digital payments through our network of networks strategy. We
aim to provide a single connection point so that Visa clients can enable money movement for businesses,
governments and consumers, regardless of which network is used to start or complete the transaction.
This model ultimately helps to unify a complex payments ecosystem. Visa’s network of networks
approach creates opportunities by facilitating person-to-person (P2P), business-to-consumer (B2C),
business-to-business (B2B) and government-to-consumer (G2C) payments, in addition to consumer to
business (C2B) payments.
(1) The number includes an estimated 30 million locations through payment facilitators, which are technology providers that provide payment
acceptance services to merchants on behalf of acquirers. Data provided to Visa by acquiring institutions and other third parties as of
June 30, 2023.
4
• We provide value added services to our clients, including issuing solutions, acceptance solutions, risk
and identity solutions, open banking and advisory services.
• We invest in and promote our brand to the benefit of our clients and partners through advertising,
promotional and sponsorship initiatives with the International Olympic Committee, the International
Paralympic Committee and the National Football League (NFL), among others. We also use these
sponsorship assets to showcase our payment innovations.
FISCAL YEAR 2023 KEY STATISTICS
(1) Please see Item 7 of this report for a reconciliation of our GAAP to non-GAAP financial results.
In a typical Visa C2B payment transaction, the consumer purchases goods or services from a merchant
using a Visa card or payment product. The merchant presents the transaction data to an acquirer, usually a bank
or third-party processing firm that supports acceptance of Visa cards or payment products, for verification and
processing. Through VisaNet, the acquirer presents the transaction data to Visa, which in turn sends the
transaction data to the issuer to check the account holder’s account balance or credit line for authorization. After
the transaction is authorized, the issuer posts the transaction to the consumer’s account and effectively pays the
acquirer an amount equal to the value of the transaction, minus the interchange reimbursement fee. The acquirer
pays the amount of the purchase, minus the merchant discount rate (MDR), to the merchant.
Visa earns revenue by facilitating money movement across more than 200 countries and territories among a
global set of consumers, merchants, financial institutions and government entities through innovative
technologies.
5
Our net revenues in fiscal year 2023 consisted of the following:
Please see Item 7 and Note 1—Summary of Significant Accounting Policies included in Item 8 of this report,
which include disclosures on how we earn and recognize our revenues.
Visa provides payment processing for both non-Visa-branded and Visa-branded card transactions. In the
context of non-Visa-branded card transactions, we facilitate payment processing by providing gateway routing
services to other payment networks. At the client’s request, we may provide authorization, clearing or settlement
services on our network before or after we route the transaction to the other payments network. In those
instances, Visa may earn data processing revenues for the specific services provided. In the context of Visa-
branded card transactions on our network, we provide authorization, clearing and settlement services and may
earn service, data processing, international transaction, or other revenues. Depending on applicable regulations,
some payment processors may or may not use our network to process Visa-branded card transactions. If they
use our network, we may earn service revenues and data processing revenues. If they do not use our network,
we earn only service revenues.
Visa is not a financial institution. We do not issue cards, extend credit or set rates and fees for account
holders of Visa products nor do we earn revenues from, or bear credit risk with respect to, any of these activities.
6
Interchange reimbursement fees reflect the value merchants receive from accepting our products and play a key
role in balancing the costs and benefits that account holders and merchants derive from participating in our
payments networks. Generally, interchange reimbursement fees are paid by acquirers to issuers. We establish
default interchange reimbursement fees that apply absent other established settlement terms. These default
interchange reimbursement fees are set independently from the revenues we receive from issuers and acquirers.
Our acquiring clients are responsible for setting the fees they charge to merchants for the MDR and for soliciting
merchants. Visa sets fees to acquirers independently from any fees that acquirers may charge merchants.
Therefore, the fees we receive from issuers and acquirers are not derived from interchange reimbursement fees
or MDRs.
Visa’s strategy is to accelerate our revenue growth in consumer payments, new flows and value added
services, and fortify the key foundations of our business model.
We seek to accelerate revenue growth in three primary areas — consumer payments, new flows and value
added services.
Consumer Payments
We remain focused on moving trillions of dollars of consumer spending in cash and checks to cards and
digital accounts on Visa’s network of networks.
7
Core Products
Visa’s growth has been driven by the strength of our core products — credit, debit and prepaid.
Credit: Credit cards and digital credentials allow consumers and businesses to access credit to pay for
goods and services. Credit cards are affiliated with programs operated by financial institution clients,
co-brand partners, fintechs and affinity partners.
Debit: Debit cards and digital credentials allow consumers and small businesses to purchase goods and
services using funds held in their deposit accounts. Debit cards enable account holders to transact in person,
online or via mobile without needing cash or checks and without accessing a line of credit. The Visa/PLUS
Global ATM network also provides debit, credit and prepaid account holders with cash access, and other
banking capabilities, in more than 200 countries and territories worldwide through issuing and acquiring
partnerships with both financial institutions and independent ATM operators.
Prepaid: Prepaid cards and digital credentials draw from a designated balance funded by individuals,
businesses or governments. Prepaid cards address many use cases and needs, including general purpose
reloadable, payroll, government and corporate disbursements, healthcare, gift and travel. Visa-branded
prepaid cards also play an important part in financial inclusion, bringing payment solutions to those with
limited or no access to traditional banking products.
Enablers
We enable consumer payments and help our clients grow as digital commerce, new technologies and new
participants continue to transform the payments ecosystem. Some examples include:
Tap to Pay
As we seek to improve the user experience in the face-to-face environment, contactless payments or tap to
pay, which is the process of tapping a contactless card or mobile device on a terminal to make a payment, has
emerged as a preferred way to pay among consumers in many countries around the world. Tap to pay adoption is
growing and many consumers have come to expect touchless payment experiences.
Globally, we have 50 countries and territories with more than 90 percent contactless penetration and more
than 100 countries and territories where tap to pay is more than 50 percent of face-to-face transactions. Excluding
the United States, 76 percent of face-to-face transactions globally were contactless in fiscal year 2023. In the
U.S., Visa has surpassed 40 percent contactless penetration and more than 520 million tap-to-pay-enabled Visa
cards. We have activated more than 750 contactless public transport projects worldwide. In addition, we
processed more than 1.6 billion contactless transactions on global transit systems in fiscal year 2023, an increase
of more than 30 percent year over year.
Tokenization
Visa Token Service (VTS) brings trust to digital commerce innovation. As consumers increasingly rely on
digital transactions, VTS is designed to enhance the digital ecosystem through improved authorization, reduced
fraud and improved consumer experience. VTS helps protect digital transactions by replacing 16-digit Visa
account numbers with a token that includes a surrogate account number, cryptographic information and other
data to protect the underlying account information. This security technology can work for a variety of payment
transactions, both in person or online.
The provisioning of network tokens continues to accelerate. As of the end of fiscal year 2023, Visa
provisioned more than 7.5 billion network tokens, surpassing the number of physical cards in circulation. The
milestone reinforces Visa’s commitment to secure, reliable and efficient money movement, in person and online.
8
Click to Pay
Click to Pay provides a simplified and more consistent cardholder checkout experience online by removing
time-consuming key entry of personal information and enabling consumer and transaction data to be passed
securely between payments network participants. Based on the EMV® Secure Remote Commerce industry
standard, Click to Pay brings a standardized and streamlined approach to online checkout and meets the needs
of consumers shopping across a growing number of connected devices. The goal of Click to Pay is to make digital
payments as secure, reliable and interoperable as the checkout experience in person.
New Flows
New flows focus on facilitating commercial and global money movement across Visa’s network of networks.
This approach creates opportunities to capture new sources of money movement through card and non-card
flows for consumers, businesses and governments around the world by facilitating P2P, B2C, B2B and G2C
payments.
Visa Direct
Visa Direct is part of Visa’s strategy beyond C2B payments and helps facilitate the delivery of funds to
eligible cards, deposit accounts and digital wallets across more than 190 countries and territories. Visa Direct
supports multiple use cases, such as P2P payments and account-to-account transfers, business and government
payouts to individuals or small businesses, merchant settlements and refunds.
Visa Direct utilizes more than 70 domestic payment schemes, 10 real-time payments schemes, 15 card-
based networks and five payment gateways, with the potential to reach more than 8.5 billion cards, deposit
accounts and digital wallets. In fiscal year 2023, Visa Direct processed more than 7.5 billion transactions across
more than 2,800 global programs. Visa Direct solutions supported more than 500 partners across more than 65
use cases. We also announced in fiscal year 2023 Visa’s partnership with DailyPay, i2C, PayPal, TabaPay,
Venmo and Western Union to pilot Visa+, an innovative service that aims to help individuals send money quickly
and securely between different participating P2P digital payment apps.
We continue to build on our network of networks strategy by investing in our own capabilities with Visa+ and
Visa Alias Directory Service, which offers capabilities to our clients to link aliases, such as mobile numbers or
email addresses, to payment credentials, as well as strategically collaborating with digital and mobile payment
providers to expand the reach of Visa Direct and deliver even stronger domestic and cross-border payment and
connection capabilities to our clients.
We are also expanding our network with B2B payments. Our three strategic areas of focus include investing
in and growing card-based payments, accelerating our efforts in non-card, cross-border payments and digitizing
domestic accounts payable and accounts receivable processes. We offer a portfolio of commercial payment
solutions, including small business, corporate (travel) cards, purchasing cards, virtual cards and digital
credentials, non-card cross-border B2B payment options and disbursement accounts, covering most major
industry segments around the world. These solutions are designed to bring efficiency, controls and automation to
small businesses, commercial and government payment processes, ranging from employee travel to fully
integrated, invoice-based payables.
9
Visa B2B Connect is a multilateral B2B cross-border payments network designed to facilitate transactions
from the bank of origin directly to the beneficiary bank, helping streamline settlement and optimize payments for
financial institutions’ corporate clients. The network delivers B2B cross-border payments that are reliable, flexible,
data-rich, secure and cost-effective. Visa B2B Connect continues to scale and is available in more than 100
countries and territories.
Formerly Treasury as a Service, Visa Cross-Border Solutions aligns with our global network of networks
strategy, as we are focused on building the infrastructure that enables our clients of all sizes to deliver cross-
border products with visibility, speed and security. This includes a series of solutions for our established cross-
border consumer payments business, as well as use cases enabled by our digitally native Currencycloud
platform, which includes real-time foreign exchange rates, virtual accounts, and enhanced liquidity and settlement
capabilities.
Value added services represent an opportunity for us to diversify our revenue with products and solutions
that differentiate our network, deepen our client relationships and deliver innovative solutions across other
networks.
Issuing Solutions
Visa DPS is one of the largest issuer processors of Visa debit transactions in the world. In addition to multi-
network transaction processing, Visa DPS also provides a wide range of value added services, including fraud
mitigation, dispute management, data analytics, campaign management, a suite of digital solutions and contact
center services. Our capabilities in API-based issuer processing solutions, like DPS Forward, allow our clients to
create new payments use cases and provide them with modular capabilities for digital payments.
We also provide a range of other services and digital solutions to issuers, such as account controls, digital
issuance, and branded consumer experiences. Additionally, Visa provides loyalty and benefits solution to issuers
aimed at creating compelling and differentiated cardholder experiences, as well as Buy Now, Pay Later (BNPL)
capabilities. BNPL or installment payments allow shoppers the flexibility to pay for a purchase in equal payments
over a defined period of time. Visa is investing in installments as a payments strategy — by offering a portfolio of
BNPL solutions for traditional clients, as well as installments providers, who use our cards and services to support
a wide variety of installment options before, during or after checkout, in person and online.
Acceptance Solutions
Visa Acceptance Solutions, which includes Cybersource, provides modular, value added services in addition
to the traditional gateway function of connecting merchants to payment processing. Using the platform, acquirers,
payment service providers, independent software vendors, and merchants of all sizes can improve the way their
consumers engage and transact; help to mitigate fraud and lower operational costs; and adapt to changing
business requirements. They can also connect with other fintechs through a global payment management
platform to use their services. Visa Acceptance Solutions’ capabilities provide new and enhanced payment
integrations with ecommerce platforms, enabling sellers and acquirers to provide tailored commerce experiences
with payments seamlessly embedded. Visa Acceptance Solutions enables an omnichannel solution with a cloud-
based architecture to deliver more innovation at the point of sale.
10
In addition, Visa provides secure, reliable services for merchants and acquirers that reduce friction and drive
acceptance. Examples include Global Urban Mobility, which supports transit operators to accept Visa contactless
payments in addition to closed-loop payment solutions; and Visa Account Updater, which provides updated
account information for merchants to help strengthen customer relationships and retention. Visa also offers
dispute management services, including a network-agnostic solution from Verifi that enables merchants to
prevent and resolve disputes with a single connection.
Visa’s risk and identity solutions transform data into insights for near real-time decisions and facilitate
account holder authentication to help clients prevent fraud and protect account holder data. With the increasing
popularity of omnichannel commerce and digital payments among consumers, fraud prevention helps increase
trust in digital payments. Solutions such as Visa Advanced Authorization, Visa Secure, Visa Risk Manager and
Decision Manager, Visa Consumer Authentication Service, and payment-decisioning solutions from
CardinalCommerce empower financial institutions and merchants with tools that help automate and simplify fraud
prevention and enhance payment security.
Aligned to our network of networks strategy, Visa is increasingly bringing our expertise and capabilities to
emerging fraud challenges, working with network operators and financial institutions to help mitigate fraud. These
value-added fraud prevention tools layer on top of a suite of our network programs that protect the safety and
integrity of the payment ecosystem, and along with our investments in intelligence and technology, help to
prevent, detect and mitigate threats. These programs and Visa’s fraud prevention expertise are among the core
benefits of being part of the Visa network. Through the combined efforts of security and identity tools and
services, payment and cyber intelligence, insights and learnings from client or partner breach investigations, and
law enforcement engagement, Visa helps protect financial institutions and merchants from fraud and solve
payment security challenges.
Open Banking
In March 2022, Visa acquired Tink AB, an open banking platform, to catalyze fintech innovation and
accelerate the development and adoption of open banking securely and at scale. Visa’s open banking capabilities
range from data access use cases, such as account verification, balance check and personal finance
management, to payment initiation capabilities, such as account-to-account transactions and merchant payments.
These capabilities can help our partner businesses deliver valuable services to their customers.
Advisory Services
Visa Consulting and Analytics (VCA) is the payments consulting advisory arm of Visa. The combination of
our deep payments expertise, proprietary analytical models applied to a breadth of data and our economic
intelligence allows us to identify actionable insights, make recommendations and help implement solutions that
can drive better business decisions and measurable outcomes for clients. VCA offers consulting services for
issuers, acquirers, merchants, fintechs and other partners, spanning the entire customer journey from acquisition
to retention. Further, VCA Managed Services, our dedicated execution arm within the consulting division, is being
increasingly utilized by clients to implement our recommendations and wider value added services product
enablement.
11
We are fortifying the key foundations of our business model, which consist of becoming a network of
networks, our technology platforms, security, brand and talent.
Network of Networks
Our network of networks strategy means moving money to all endpoints and to all form factors, using all
available networks and being a single connection point for our partners; and providing our value added services
on all transactions, no matter the network. The key component of our network of networks strategy is
interoperability. We are opening up our network and increasingly using other networks to reach accounts we could
not otherwise reach and enabling new types of money movement. Visa B2B Connect, Visa Direct, and Visa+ are
examples of our strategy.
Technology Platforms
Visa’s leading technology platforms comprise software, hardware, data centers and
a large telecommunications infrastructure. Visa’s four data centers are a critical part of our global processing
environment and have a high redundancy of network connectivity, power and cooling designed to provide
continuous availability of systems. Together, these systems deliver the secure, convenient and reliable service
that our clients and consumers expect from the Visa brand.
Security
Our in-depth, multi-layer security approach includes a formal program to devalue sensitive and/or personal
data through various cryptographic means; embedded security in the software development lifecycle; identity and
access management controls to protect against unauthorized access; and advanced cyber detection and
response capabilities. We deploy security tools that help keep our clients and consumers safe. We also invest
significantly in our comprehensive approach to cybersecurity. We deploy security technologies to protect data
confidentiality, the integrity of our network and service availability to strengthen our core cybersecurity capabilities
to minimize risk. Our payments fraud disruption team continually monitors threats to the payments ecosystem to
help ensure attacks are detected and prevented efficiently and effectively.
Brand
Visa’s strong brand helps deliver added value to our clients and their customers, financial institutions,
merchants and partners through compelling brand expressions, a wide range of products and services as well as
innovative brand and marketing efforts. In line with our commitment to an expansive and diverse range of
partnerships for the benefit of our stakeholders, Visa is a sponsor of top entertainment and sports events
including the FIFA Women’s World Cup 2023TM, the Olympic and Paralympic Games, and the Super Bowl.
Talent
Attracting, developing and advancing the best talent globally is critical to our continued success. This year
we grew our total workforce from approximately 26,500 in fiscal year 2022 to approximately 28,800 employees in
fiscal year 2023, an increase of 9 percent year over year. Voluntary workforce turnover (rolling 12-month attrition)
was 6 percent as of September 30, 2023. Visa employees are located in more than 80 countries and territories,
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with 55 percent located outside the U.S. At the end of fiscal year 2023, Visa’s global workforce was 58 percent
men and 42 percent women, and women represented 36 percent of Visa’s leadership (defined as vice president
level and above). In the U.S., ethnicity of our workforce was 42 percent Asian, 8 percent Black, 13 percent
Hispanic, 3 percent Other and 35 percent White. For our U.S. leadership, the breakdown was 18 percent Asian,
6 percent Black, 13 percent Hispanic, 3 percent Other and 60 percent White.
Given Visa’s ambitious growth agenda and efforts to achieve our purpose, we have focused on enhancing
our employees’ expertise across our business. This includes an enhanced development program for our senior
leaders and a formal technology apprenticeship program to help us broaden and strengthen our talent channels
and pipelines. We have also committed to providing employees with the tools they need to do their work more
quickly and easily, including an artificial intelligence or AI-driven portal with a searchable knowledge base to
create customized results and bespoke solutions. We enhanced our mental well-being and retirement benefits,
which is reflective of our key priority to take care of our employees.
We also are dedicated to ensuring that employees feel valued in their day-to-day work. During our global
employee engagement survey last year, we learned that our employees wanted more opportunities to recognize
and be recognized, in more informal ways. In response, Visa developed a program that better enabled employees
to provide peer-to-peer recognition for each other’s contributions. Using UPLIFT, Visa’s new recognition platform,
employees can celebrate their peers’ achievements, send e-cards to celebrate the employee journey (from
welcoming new hires to recognizing service anniversaries), use an automated internal networking tool that
matches employees based on smart algorithms, and more. Importantly, all our recognition categories are
grounded in behaviors that reflect our employee value proposition or Visa’s Leadership Principles — further
reinforcing that at Visa, it is not only about what you achieve, but how you do it. Employee engagement in peer
recognition has significantly increased since the launch, with monthly active users reaching 78 percent in
September 2023, compared to 45 percent in September 2022. With this enhanced platform, employees are
encouraged to recognize and uplift each other.
Visa is committed to pay equity, regardless of gender or race/ethnicity, and conducts pay equity analyses on
an annual basis. We are also committed to transparency – this year, we launched total rewards statements in the
United Kingdom in addition to those already provided in Asia, to drive a deeper understanding and appreciation of
total rewards value to the individual. We plan to introduce statements in the U.S. as well. For additional
information regarding our human capital management, please see the section titled “Talent and Human Capital
Management” in Visa’s 2023 Proxy Statement as well as our website at visa.com/esg, which includes enhanced
workforce disclosures that include our 2022 Consolidated EEO-1 Report and our 2022 Environmental, Social and
Governance (ESG) Report. See Available Information below.
Fintechs are a vital growth engine for Visa and a key driver in realizing our purpose — to uplift everyone,
everywhere by being the best way to pay and be paid. Fintechs are key enablers of new payment experiences
and new flows. Our work with fintechs is one of our greatest opportunities and has opened new points of
acceptance, extended credit at the point of sale, made cross-border money flows more efficient, moved B2B
spend onto Visa’s network, expedited payroll and provided digital wallet customers access to our services. Our
portfolio of fintech partners is diverse and continues to grow and scale. We signed more than 500 commercial
partnerships with fintechs globally, from early stage companies to growing and mature players, an increase of
25 percent year over year.
To better serve fintechs, Visa has a suite of streamlined commercial programs and digital onboarding tools.
Fintech Fast Track, our flagship program for fintechs is designed to help launch new financial features quickly,
such as launching a new card program or enabling the movement of money with Visa Direct. We provide
streamlined onboarding and turnkey access to hundreds of ecosystem partners. The program has welcomed
hundreds of fintechs who are actively engaged in the program.
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Visa Ready, our certification program, helps technology companies build and launch payment solutions that
meet Visa’s global standards around security and functionality. Fintech Partner Connect helps build pathways
between Visa’s issuing clients and fintech providers. With our startup engagement programs, like the Visa
Everywhere Initiative that launched in 2022, early-stage companies can build payment solutions based on our
capabilities. Visa also manages programs including She’s Next, Empowered by Visa, a global women’s
entrepreneurship initiative, and Africa Fintech Accelerator Program to uplift underrepresented communities.
Visa continually explores opportunities to augment our capabilities and provide meaningful value to our
clients. Mergers and acquisitions, joint ventures and strategic investments complement our internal development
and enhance our partnerships to align with Visa’s priorities. Visa applies a rigorous business analysis to our
acquisitions, joint ventures and investments to ensure they will differentiate our network, provide value added
services and accelerate growth.
In fiscal year 2023, we signed a definitive agreement to acquire Pismo, a cloud-native issuer processing and
core banking platform with operations in Latin America, Asia Pacific and Europe. The transaction is subject to
customary closing conditions, including applicable regulatory reviews and approvals.
Visa is committed to operating as a responsible, ethical, inclusive and sustainable company. As one of the
global leaders in digital payments, Visa strives to join with clients, partners and other stakeholders to empower
people, businesses and communities to thrive, to be an industry leader in addressing the corporate responsibility
and sustainability (CRS) topics most significant to our role as a payments technology company, and to meet and
exceed our expectations for performance and transparency. Visa’s purpose is to uplift everyone, everywhere by
being the best way to pay and be paid. We believe deeply in our purpose, and we are focused on empowering
people and economies; securing commerce and protecting customers; investing in our workforce; protecting the
planet; and operating responsibly. Our 2022 ESG Report, as well as other CRS-related resources are available on
our website at visa.com/esg. See Available Information below.
INTELLECTUAL PROPERTY
We own and manage the Visa brand, which stands for acceptance, security, convenience, speed and
reliability. Our portfolio of Visa-owned trademarks is important to our business. Generally, trademark registrations
are valid indefinitely as long as they are in use and/or maintained. We give our clients access to these assets
through agreements with our issuers and acquirers, which authorize the use of our trademarks in connection with
their participation in our payments network. Additionally, we own a number of patents and patent applications
related to our business and continue to pursue patents in emerging technologies that may have applications in
our business. We rely on a combination of patent, trademark, copyright and trade secret laws in the U.S. and
other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our proprietary
technology.
COMPETITION
The global payments industry continues to undergo dynamic change. Existing and emerging competitors
compete with Visa’s network and payment solutions for consumers and for participation by financial institutions
and merchants. Technology and innovation are shifting consumer habits and driving growth opportunities in
ecommerce, mobile payments, blockchain technology and digital currencies. These advances are enabling new
entrants, many of which depart from traditional network payment models. In certain countries, the evolving
regulatory landscape is creating local networks or enabling additional processing competition.
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We compete against all forms of payment. This includes paper-based payments, primarily cash and checks,
and all forms of electronic payments. Our electronic payment competitors principally include:
Global or Multi-Regional Networks: These networks typically offer a range of branded, general purpose
card payment products that consumers can use at millions of merchant locations around the world. Examples
include American Express, Discover, JCB, Mastercard and UnionPay. These competitors may be more
concentrated in specific geographic regions, such as Discover in the U.S. and JCB in Japan, or have a leading
position in certain countries, such as UnionPay in China. See Item 1A—Regulatory Risks—Government-imposed
obligations and/or restrictions on international payments systems may prevent us from competing against
providers in certain countries, including significant markets such as China and India. Based on available data,
Visa is one of the largest retail electronic funds transfer networks used throughout the world.
The following chart compares our network with these network competitors for calendar year 2022(1):
Diners Club /
Visa American Express Discover JCB Mastercard
Local and Regional Networks: Operated in many countries, these networks often have the support of
government influence or mandate. In some cases, they are owned by financial institutions or payment processors.
These networks typically focus on debit payment products, and may have strong local acceptance, and
recognizable brands. Examples include NYCE, Pulse and STAR in the U.S., Interac in Canada and eftpos in
Australia.
Alternative Payments Providers: These providers, such as closed commerce ecosystems, BNPL solutions
and cryptocurrency platforms, often have a primary focus of enabling payments through ecommerce and mobile
channels; however, they are expanding or may expand their offerings to the physical point of sale. These
companies may process payments using in-house account transfers between parties, electronic funds transfer
networks like the ACH, global or local networks like Visa, or some combination of the foregoing. In some cases,
these entities can be both a partner and a competitor to Visa.
Real-time Payment (RTP) Networks: RTP networks have launched in multiple markets and continue to be
driven by strong government sponsorship and regulatory initiatives to enable and drive adoption (e.g., FedNow in
the U.S., PIX in Brazil and United Payments Interface (UPI) in India), increasing their position as an alternative to
payment card schemes. These networks primarily focus on domestic transactions, with adoption varying by use
cases and geographies. However, with linkages such as PayNow in Singapore and UPI in India, cross-border
RTP networks are advancing and will compete with our cross-border business. RTP networks can compete with
Visa on consumer payments and other payment flows (e.g., B2B and P2P) but can also be customers for value
added services, such as risk management.
Digital Wallet Providers: They continue to expand payment capabilities in person and online for consumers
and merchants and provide consumers with additional ways to pay. While digital wallets can help drive Visa
volumes, they can also be funded by non-card payment options. Digital wallet providers who utilize RTP networks
provide additional competition.
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Payment Processors: Payment processors may perform processing services on third-party payments
networks on behalf of issuers or acquirers. We compete with payment processors for the processing of Visa
transactions. These processors may benefit from mandates requiring them to handle processing under local
regulation. For example, as a result of regulation in Europe under the Interchange Fee Regulation (IFR), we may
face competition from other networks, processors and other third parties who could process Visa transactions
directly with issuers and acquirers.
New Flows Providers: We compete with alternative solutions to our new flows (e.g., Visa Direct and Visa
B2B Connect) such as ACH, RTP and wires. We compete with other global and local card networks for
commercial card portfolios. Additionally, we may face competition from financial institution clients who are
experimenting with B2B blockchain payments.
Value Added Service Providers: We face competition from companies that provide alternatives to our
value added services. This includes a wide range of players, such as technology companies, information services
and consulting firms, governments and merchant services companies. The integration of technology like
generative AI can create new and better offerings that compete with our value added services, such as
strengthened risk monitorization and managing digital identification. Regulatory initiatives could also lead to
increased competition in these areas.
We believe our fundamental value proposition of security, convenience, speed and reliability as well as the
number of credentials and our acceptance footprint help us to succeed. In addition, we understand the needs of
the individual markets in which we operate and partner with local financial institutions, merchants, fintechs,
governments, NGOs and business organizations to provide tailored and innovative solutions. We will continue to
utilize our network of networks strategy to facilitate the movement of money. We believe Visa is well-positioned
competitively due to our global brand, our broad set of payment products, new flows offerings and value added
services, and our proven track record of processing payment transactions securely and reliably.
GOVERNMENT REGULATION
As a global payments technology company, we are subject to complex and evolving global regulations in the
various jurisdictions in which our products and services are used. The most significant government regulations
that impact our business are discussed below. For further discussion of how global regulations may impact our
business, see Item 1A-Regulatory Risks.
Interchange Rates and Fees: An increasing number of jurisdictions around the world regulate or influence
debit and credit interchange reimbursement rates in their regions. For example, the U.S. Dodd-Frank Wall Street
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Reform and Consumer Act (Dodd-Frank Act) limits interchange reimbursement rates for certain debit card
transactions in the U.S.; the European Union (EU) IFR limits interchange rates in the European Economic Area
(EEA) (as discussed below); and the Reserve Bank of Australia (RBA) and the Central Bank of Brazil regulate
average permissible levels of interchange.
Internet Transactions: Many jurisdictions have adopted regulations that require payments system
participants to monitor, identify, filter, restrict or take other actions with regard to certain types of payment
transactions on the Internet, such as gambling, digital currencies, the purchase of cigarettes or alcohol and other
controversial transaction types.
Network Exclusivity and Routing: In the U.S., the Dodd-Frank Act limits network exclusivity and
restrictions on merchant routing choice for the debit and prepaid market segments. Other jurisdictions impose
similar limitations, such as the IFR’s prohibition in Europe on restrictions that prevent multiple payment brands or
functionality on the same card.
No-surcharge Rules: We have historically enforced rules that prohibit merchants from charging higher
prices to consumers who pay using Visa products instead of other means. However, merchants’ ability to
surcharge varies by geographic market as well as Visa product type, and continues to be impacted by litigation,
regulation and legislation.
Privacy and Data Protection: Aspects of our operations or business are subject to privacy, data use and
data security regulations, which impact the way we use and handle data, operate our products and services and
even impact our ability to offer a product or service. In addition, regulators are proposing new laws or regulations
that could require Visa to adopt certain cybersecurity and data-handling practices, create new individual privacy
rights and impose increased obligations on companies handling personal data.
Supervisory Oversight of the Payments Industry: Visa is subject to financial sector oversight and
regulation in substantially all of the jurisdictions in which we operate. In the U.S., for example, the Federal
Banking Agencies (FBA) (formerly known as the Federal Financial Institutions Examination Council) has
supervisory oversight over Visa under applicable federal banking laws and policies as a technology service
provider to U.S. financial institutions. The federal banking agencies comprising the FBA are the Federal Reserve
Board, the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the National Credit Union
Administration. Visa also may be separately examined by the Consumer Financial Protection Bureau as a service
provider to the banks that issue Visa-branded consumer credit and debit card products. Central banks in other
countries/regions, including Canada, Europe, India, Ukraine and the UK (as discussed below), have recognized or
designated Visa as a retail payment system under various types of financial stability regulations. Visa is also
subject to oversight by banking and financial sector authorities in other jurisdictions, such as Brazil and Hong
Kong.
European and United Kingdom Regulations and Supervisory Oversight: Visa in Europe continues to be
subject to complex and evolving regulation in the EEA and the UK.
There are a number of EU regulations that impact our business. As discussed above, the IFR regulates
interchange rates within the EEA, requires Visa Europe to separate its payment card scheme activities from
processing activities for accounting, organization and decision-making purposes within the EEA, and imposes
limitations on network exclusivity and routing. National competent authorities in the EEA are responsible for
monitoring and enforcing the IFR in their markets. We are also subject to regulations governing areas such as
privacy and data protection, anti-bribery, anti-money laundering, anti-terrorism and sanctions. Other regulations in
Europe, such as the second Payment Services Directive (PSD2), require, among other things, that our financial
institution clients provide certain customer account access rights to emerging non-financial institution players.
PSD2 also includes strong customer authentication requirements for certain transactions that could impose both
operational complexity on Visa and impact consumer payment experiences. Visa Europe is also subject to
supervisory oversight by the European Central Bank and certain competent authorities in Europe.
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In the UK, Visa Europe is designated as a Recognized Payment System, bringing it within the scope of the
Bank of England’s supervisory powers and subjecting it to various requirements, including on issues such as
governance and risk management designed to maintain the stability of the UK’s financial system. Visa Europe is
also regulated by the UK’s Payment Systems Regulator (PSR), which has wide-ranging powers and authority to
review our business practices, systems, rules and fees with respect to promoting competition and innovation in
the UK, and ensuring payment systems take care of, and promote, the interests of service-users. Post-Brexit, the
UK has adopted various European regulations, including regulations that impact the payments ecosystem, such
as the IFR and PSD2. The PSR is responsible for monitoring Visa Europe’s compliance with the IFR as adopted
in the UK.
Corporate Responsibility and Sustainability: Certain governments around the world are adopting laws
and regulations pertaining to corporate responsibility and sustainability performance, transparency and reporting.
Regulations may include mandated corporate reporting (e.g., Corporate Sustainability Reporting Directive) or in
individual areas, such as mandated reporting on climate-related financial disclosures.
Additional Regulatory Developments: Various regulatory agencies across the world also continue to
examine a wide variety of other issues, including mobile payment transactions, tokenization, access rights for
non-financial institutions, money transfer services, identity theft, account management guidelines, disclosure
rules, security and marketing that could affect our financial institution clients and our business. Furthermore,
following the passage of PSD2 in Europe, several countries, including Australia, Brazil, Canada, Hong Kong and
Mexico, are contemplating granting or have already granted various types of access rights to third-party
processors, including access to consumer account data maintained by our financial institution clients. These
changes could have negative implications for our business depending on how the regulations are framed and
implemented.
AVAILABLE INFORMATION
Our corporate website is visa.com/ourbusiness. Our annual reports on Form 10-K, our quarterly reports on
Form 10-Q, our current reports on Form 8-K, proxy statements and any amendments to those reports filed or
furnished pursuant to the U.S. Securities Exchange Act of 1934, as amended, can be viewed at sec.gov and our
investor relations website at investor.visa.com as soon as reasonably practicable after these materials are
electronically filed with or furnished to the U.S. Securities and Exchange Commission (SEC). In addition, we
routinely post financial and other information, which could be deemed to be material to investors, on our investor
relations website. Information regarding our corporate responsibility and sustainability initiatives is also available
on our website at visa.com/esg. The content of any of our websites referred to in this report is not incorporated by
reference into this report or any other filings with the SEC.
Regulatory Risks
We are subject to complex and evolving global regulations that could harm our business and financial
results.
As a global payments technology company, we are subject to complex and evolving regulations that govern
our operations. See Item 1—Government Regulation for more information on the most significant areas of
regulation that affect our business. The impact of these regulations on us, our clients, and other third parties could
limit our ability to enforce our payments system rules; require us to adopt new rules or change existing rules;
affect our existing contractual arrangements; increase our compliance costs; and require us to make our
technology or intellectual property available to third parties, including competitors, in an undesirable manner. As
discussed in more detail below, we may face differing rules and regulations in matters like interchange
reimbursement rates, preferred routing, domestic processing and localization requirements, currency conversion,
point-of-sale transaction rules and practices, privacy, data use or protection, licensing requirements, and
associated product technology. As a result, the Visa operating rules and our other contractual commitments may
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differ from country to country or by product offering. Complying with these and other regulations increases our
costs and reduces our revenue opportunities.
If widely varying regulations come into existence worldwide, we may have difficulty rapidly adjusting our
product offerings, services, fees and other important aspects of our business to comply with the regulations. Our
compliance programs and policies are designed to support our compliance with a wide array of regulations and
laws, such as regulations regarding anti-money laundering, anti-corruption, competition, money transfer services,
privacy and sanctions, and we continually adjust our compliance programs as regulations evolve. However, we
cannot guarantee that our practices will be deemed compliant by all applicable regulatory authorities. In the event
our controls should fail or we are found to be out of compliance for other reasons, we could be subject to
monetary damages, civil and criminal penalties, litigation, investigations and proceedings, and damage to our
global brands and reputation. Furthermore, the evolving and increased regulatory focus on the payments industry
could negatively impact or reduce the number of Visa products our clients issue, the volume of payments we
process, our revenues, our brands, our competitive positioning, our ability to use our intellectual property to
differentiate our products and services, the quality and types of products and services we offer, the countries in
which our products are used, and the types of consumers and merchants who can obtain or accept our products,
all of which could harm our business and financial results.
Increased scrutiny and regulation of the global payments industry, including with respect to interchange
reimbursement fees, merchant discount rates, operating rules, risk management protocols and other
related practices, could harm our business.
Regulators around the world have been establishing or increasing their authority to regulate various aspects
of the payments industry. See Item 1—Government Regulation for more information. In the U.S. and many other
jurisdictions, we have historically set default interchange reimbursement fees. Even though we generally do not
receive any revenue related to interchange reimbursement fees in a payment transaction (in the context of credit
and debit transactions, those fees are paid by the acquirers to the issuers; the reverse is true for certain
transactions like ATM), interchange reimbursement fees are a factor on which we compete with other payments
providers and are therefore an important determinant of the volume of transactions we process. Consequently,
changes to these fees, whether voluntarily or by mandate, can substantially affect our overall payments volumes
and revenues.
Interchange reimbursement fees, certain operating rules and related practices continue to be subject to
increased government regulation globally, and regulatory authorities and central banks in a number of jurisdictions
have reviewed or are reviewing these fees, rules and practices. For example:
• Regulations adopted by the U.S. Federal Reserve cap the maximum U.S. debit interchange
reimbursement rate received by large financial institutions at 21 cents plus 5 basis points per transaction,
plus a possible fraud adjustment of 1 cent. Additionally, the Dodd-Frank Act limits issuers’ and our ability
to adopt network exclusivity and preferred routing in the debit and prepaid area, which also impacts our
business. In response to merchant requests, the Federal Reserve has recently taken actions to revisit its
regulations that implement these aspects of the Dodd-Frank Act. For example, in October 2022, the
Federal Reserve published a final rule effectively requiring issuers to ensure that at least two unaffiliated
networks are available for routing card not present debit transactions by July 1, 2023. In October 2023,
the Federal Reserve issued a proposal for comment which would further lower debit interchange rates,
with a mechanism for automatic adjustment every two years. Separately, there continues to be interest in
regulation of credit interchange fees and routing practices by members of Congress and state legislators
in the U.S. In June 2023, legislation was reintroduced in the U.S. House of Representatives and Senate,
which among other things, would require large issuing banks to offer a choice of at least two unaffiliated
networks over which electronic credit transactions may be processed. Similar legislation was introduced
in the previous Congress in 2022 but failed to advance and become law. The current legislation has
additional bipartisan support, and while the ultimate outcome of the legislation remains unclear, its
sponsors continue to strongly advocate for its passage.
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• In Europe, the EU’s IFR places an effective cap on consumer credit and consumer debit interchange fees
for both domestic and cross-border transactions within the EEA (30 basis points and 20 basis points,
respectively). EU member states have the ability to further reduce these interchange levels within their
territories. The European Commission has announced its intention to conduct another impact assessment
of the IFR, which could result in even lower caps on interchange rates and the expansion of regulation to
other types of products, services and fees.
• Several countries in Latin America continue to explore regulatory measures against payments networks
and have either adopted or are exploring interchange caps, including Argentina, Brazil, Chile and Costa
Rica. In Asia Pacific, the Reserve Bank of Australia (RBA) completed its review of the country’s payment
system regulations and adopted a series of measures, which include lower interchange rates for debit
transactions. The RBA also continues to assess the potential merits of mandating co-badging and
merchant routing choice on dual network debit cards. In addition, the New Zealand Parliament passed
legislation capping domestic interchange rates for debit and credit products. Finally, many governments,
including but not limited to governments in India, Costa Rica, and Turkey, are using regulation to further
drive down MDR, which could negatively affect the economics of our transactions.
• While the focus of interchange and MDR regulation has primarily been on domestic rates historically,
there is increasing focus on cross-border rates in recent years. For example, in 2019, we settled certain
cross-border interchange rates with the European Commission. In 2020, Costa Rica became the first
country to formally regulate cross-border interchange rates by direct regulation. Cross-border MDR is also
regulated in Costa Rica and Turkey. Finally, in June 2022, the UK’s PSR initiated two market reviews:
one focusing on post-Brexit increases in interchange rates for transactions between the UK and Europe,
and another focusing on increases in the UK in what are referred to as scheme and processing fees.
• As referenced above, with increased lobbying by merchants and other industry participants, we are also
beginning to see regulatory interest in network fees in the UK, Europe and Chile. In addition, industry
participants in some countries like Argentina, Chile, Colombia, Dominican Republic, Paraguay, Peru and
South Africa have sought intervention from competition regulators or filed claims relating to certain
network rules, including Visa’s restrictions on cross-border acquiring. Other countries, like New Zealand,
are adopting regulations that require us to seek government pre-approval of our network rules, which
could also impact the way we operate in certain markets.
• Government regulations or pressure may also impact our rules and practices and require us to allow
other payments networks to support Visa products or services, to have the other network’s functionality or
brand marks on our products, or to share our intellectual property with other networks. As innovations in
payment technology have enabled us to expand into new products and services, they have also
expanded the potential scope of regulatory influence. For instance, new products and capabilities,
including tokenization, push payments, and new flows (e.g., Visa B2B Connect) could bring increased
licensing or authorization requirements in the countries where the product or capability is offered.
Furthermore, certain of our businesses are regulated as payment institutions or as money transmitters,
subjecting us to various licensing, supervisory, and other requirements. In addition, the EU’s requirement
to separate scheme and processing adds costs and impacts the execution of our commercial, innovation
and product strategies.
Regulators around the world increasingly take note of each other’s approaches to regulating the payments
industry. Consequently, a development in one jurisdiction may influence regulatory approaches in another. The
risks created by a new law, regulation or regulatory outcome in one jurisdiction have the potential to be replicated
and to negatively affect our business in another jurisdiction or in other product offerings. For example, our
settlement with the European Commission on cross-border interchange rates has drawn preliminary attention
from some regulators in other parts of the world. Similarly, new regulations involving one product offering may
prompt regulators to extend the regulations to other product offerings. For example, credit payments could
become subject to similar regulation as debit payments (or vice versa). The RBA initially capped credit
interchange, but subsequently capped debit interchange as well.
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When we cannot set default interchange reimbursement rates at optimal levels, issuers and acquirers may
find our payments system less attractive. This may increase the attractiveness of other payments systems, such
as our competitors’ closed-loop payments systems with direct connections to both merchants and consumers. We
believe some issuers may react to such regulations by charging new or higher fees, or reducing certain benefits to
consumers, which make our products less appealing to consumers. Some acquirers may elect to charge higher
MDR regardless of the Visa interchange reimbursement rate, causing merchants not to accept our products or to
steer customers to alternative payments systems or forms of payment. In addition, in an effort to reduce the
expense of their payment programs, some issuers and acquirers have obtained, and may continue to obtain,
incentives from us, including reductions in the fees that we charge, which directly impacts our revenues.
In addition, we are also subject to central bank oversight in a growing number of countries, including Brazil,
India, the UK and within the EU. Some countries with existing oversight frameworks are looking to further
enhance their regulatory powers while regulators in other jurisdictions are considering or adopting approaches
based on these regulatory principles. This oversight could result in new governance, reporting, licensing,
cybersecurity, processing infrastructure, capital, or credit risk management requirements. We could also be
required to adopt policies and practices designed to mitigate settlement and liquidity risks, including increased
requirements to maintain sufficient levels of capital and financial resources locally, as well as localized risk
management or governance. Increased oversight could also include new criteria for member participation and
merchant access to our payments system.
Finally, policymakers and regulatory bodies in the U.S., Europe, and other parts of the world are exploring
ways to reform existing competition laws to meet the needs of the digital economy, including restricting large
technology companies from engaging in mergers and acquisitions, requiring them to interoperate with potential
competitors, and prohibiting certain kinds of self-preferencing behaviors. While the focus of these efforts remains
primarily on increasing regulation of large technology, e-commerce and social media companies, they could also
have implications for other types of companies including payments networks, which could constrain our ability to
effectively manage our business or potentially limit how we make our products and services available.
Government-imposed obligations and/or restrictions on international payments systems may prevent us
from competing against providers in certain countries, including significant markets such as China and
India.
Governments in a number of jurisdictions shield domestic payments providers, including card networks,
brands, and processors, from international competition by imposing market access barriers and preferential
domestic regulations. To varying degrees, these policies and regulations affect the terms of competition in the
marketplace and impair the ability of international payments networks to compete. Public authorities may also
impose regulatory requirements that favor domestic providers or mandate that domestic payments or data
processing be performed entirely within that country, which could prevent us from managing the end-to-end
processing of certain transactions.
In China, UnionPay remains the predominant processor of domestic payment card transactions and operates
the predominant domestic acceptance mark. Although we filed an application with the People’s Bank of China
(PBOC) in May 2020 to operate a Bank Card Clearing Institution (BCCI) in China, the timing and the procedural
steps for approval remain uncertain. There is no guarantee that the license to operate a BCCI will be approved or,
if we obtain such license, that we will be able to successfully compete with domestic payments networks.
Co-badging and co-residency regulations also pose additional challenges in markets where Visa competes with
national networks for issuance and routing. Certain banks have issued dual-branded cards for which domestic
transactions in China are processed by UnionPay and transactions outside of China are processed by Visa or
other international payments networks. The PBOC is contemplating that dual-branded cards be phased out over
time as new licenses are issued to international companies to participate in China’s domestic payments market.
Accordingly, we have been working with Chinese issuers to issue Visa-only branded cards for international travel,
and later for domestic transactions should we obtain a BCCI license. However, notwithstanding such efforts, the
phase out of dual-branded cards have decreased our payment volumes and impacted the revenue we generate in
China.
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UnionPay has grown rapidly in China and is actively pursuing international expansion plans, which could
potentially lead to regulatory pressures on our international routing rule (which requires that international
transactions on Visa cards be routed over VisaNet). Furthermore, although regulatory barriers shield UnionPay
from competition in China, alternative payments providers such as Alipay and WeChat Pay have rapidly expanded
into ecommerce, offline, and cross-border payments, which could make it difficult for us to compete even if our
license is approved in China. NetsUnion Clearing Corp, a Chinese digital transaction routing system, and other
such systems could have a competitive advantage in comparison with international payments networks.
Regulatory initiatives in India, including a data localization mandate passed by the government that suggest
growing nationalistic priorities, has cost implications for us and could affect our ability to effectively compete with
domestic payments providers. Furthermore, any inability to meet the requirements of the data localization
mandate could impact our ability to do business in India. In Europe, with the support of the European Central
Bank, a group of European banks have announced their intent to launch a pan-European payment system, the
European Payments Initiative (EPI). While EPI subsequently announced a focus on account-to-account instant
payments across a range of use cases, it is noteworthy that the purported motivation behind EPI is to reduce the
risks of disintermediation of European providers by international technology companies and continued reliance on
international payments networks for intra-Europe card transactions. Furthermore, regional groups of countries,
such as the Gulf Cooperation Council (GCC) and a number of countries in Southeast Asia (e.g., Malaysia), have
adopted or may consider, efforts to restrict our participation in the processing of regional transactions. The African
Development Bank has also indicated an interest in supporting national payment systems in its efforts to expand
financial inclusion and strengthen regional financial stability. Finally, some countries such as South Africa are
mandating on-shore processing of domestic transactions. Geopolitical events, including sanctions, trade tensions
or other types of activities have intensified any or all of these activities, which could adversely affect our business.
For example, in the aftermath of U.S. and European sanctions against Russia and the decision by U.S. payments
networks, including Visa to suspend operations in the country, some countries have expressed concerns about
their reliance on U.S. financial services companies, including payments networks, and have taken steps to bolster
the development of domestic solutions. Separately, Russia has called for the BRICS countries (a five-country bloc
made up of Brazil, Russia, India, China and South Africa, and which recently extended invitations to Argentina,
Egypt, Ethiopia, Iran, Saudi Arabia, and the United Arab Emirates), to lessen dependence on Western payments
systems by, among other things, integrating payments systems and cards across member countries.
Central banks in a number of countries, including those in Argentina, Australia, Canada, Brazil, Europe and
Mexico, are in the process of developing or expanding national RTP networks and instant payment solutions with
the goal of driving a greater number of domestic transactions onto these systems. In July 2023, the U.S. Federal
Reserve launched its FedNow Service with core clearing and settlement functionality, and expects to add more
features and enhancements over time. Some countries are also exploring cross-border connectivity of their
respective RTP systems. Finally, an increasing number of jurisdictions are exploring the concept of building
central bank digital currencies for retail payments. If successfully deployed, these national payment platforms and
digital currencies could have significant implications for Visa’s domestic and cross-border payments, including
potential disintermediation.
Due to our inability to manage the end-to-end processing of transactions for cards in certain countries (e.g.,
Thailand), we depend on our close working relationships with our clients or third-party service providers to ensure
transactions involving our products are processed effectively. Our ability to do so may be adversely affected by
regulatory requirements and policies pertaining to transaction routing or on-shore processing. In general, national
laws that protect or otherwise support domestic providers or processing may increase our costs; decrease our
payments volumes and impact the revenue we generate in those countries; decrease the number of Visa
products issued or processed; impede us from utilizing our global processing capabilities and controlling the
quality of the services supporting our brands; restrict our activities; limit our growth and the ability to introduce
new products, services and innovations; force us to leave countries or prevent us from entering new markets; and
create new competitors, all of which could harm our business.
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Laws and regulations regarding the handling of personal data and information may impede our services
or result in increased costs, legal claims, or fines against us.
Our business relies on the movement of data across national borders. Legal requirements relating to the
collection, storage, handling, use, disclosure, transfer and security of personal data continue to evolve, and we
are subject to an increasing number of privacy and data protection requirements around the world. For example,
our ongoing efforts to comply with complex U.S. state privacy and data protection regulations, and emerging
international privacy and data protection laws, may increase the complexity of our compliance operations, entail
substantial expenses, divert resources from other initiatives and projects, and limit the services we are able to
offer. Additionally, privacy laws in other regions, such as China’s Personal Information Protection Law and India’s
Personal Data Protection Act, have extraterritorial application and include restrictions on processing sensitive
data, extensive notification requirements, and substantial compliance and audit obligations. The global
proliferation of new privacy and data protection laws may lead to inconsistent and conflicting requirements, which
create an uncertain regulatory environment. Noncompliance could also result in regulatory penalties and
significant legal liability. Enforcement actions and investigations by regulatory authorities into companies related
to data security incidents and privacy violations are generally increasing. In Europe, data protection authorities
continue to apply and enforce the General Data Protection (GDPR), imposing record setting fines.
We are also subject to a variety of laws and regulations governing the development, use, and deployment of
AI technologies. These laws and regulations are still evolving, and there is no single global regulatory framework
for AI. The market is still assessing how regulators may apply existing consumer protection and other laws in the
context of AI. There is thus uncertainty on what new laws will look like and how existing laws will apply to our
development, use, and deployment of AI. In the midst of this uncertainty, we may face challenges due to the
complexity and rapidly changing nature of AI technology and applicable laws. Our use of AI and machine learning
is subject to various risks at each stage of use. In the context of AI development, risks relate to intellectual
property considerations, the use of personal information, and flaws in algorithms or datasets used for training. In
the context of use and deployment, risks include ethical considerations regarding the outputs, and our ability to
safely deploy AI throughout the organization. Our development and implementation of governance frameworks for
our AI and machine learning systems may not be successful in mitigating all of these emerging risks.
We exercise significant judgment and make estimates in calculating our worldwide provision for income
taxes and other tax liabilities. Although we believe our tax estimates are reasonable, many factors may limit their
accuracy. We are currently under examination by, or in disputes with, the U.S. Internal Revenue Service, the UK’s
HM Revenue and Customs as well as tax authorities in other jurisdictions, and we may be subject to additional
examinations or disputes in the future. Relevant tax authorities may disagree with our tax treatment of certain
material items and thereby increase our tax liability. Failure to sustain our position in these matters could harm
our cash flow and financial position. In addition, changes in existing laws in the U.S. or foreign jurisdictions,
including unilateral actions of foreign jurisdictions to introduce digital services taxes, or changes resulting from the
Organization for Economic Cooperation and Development’s Program of Work, related to the revision of profit
allocation and nexus rules and design of a system to ensure multinational enterprises pay a minimum level of tax
to the countries where we earn revenue, may also materially affect our effective tax rate. A substantial increase in
our tax payments could have a material, adverse effect on our financial results. See also Note 19—Income Taxes
to our consolidated financial statements included in Item 8 of this report.
Litigation Risks
We are involved in numerous litigation matters, investigations, and proceedings asserted by civil litigants,
governments, and enforcement bodies investigating or alleging, among other things, violations of competition and
antitrust law, consumer protection law, privacy law and intellectual property law (these are referred to as “actions”
in this section). Details of the most significant actions we face are described more fully in Note 20—Legal Matters
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to our consolidated financial statements included in Item 8 of this report. These actions are inherently uncertain,
expensive and disruptive to our operations. In the event we are found liable or reach a settlement in any action,
particularly in a large class action lawsuit, such as one involving an antitrust claim entitling the plaintiff to treble
damages in the U.S., or we incur liability arising from a government investigation, we may be required to pay
significant awards, settlements or fines. In addition, settlement terms, judgments, orders or pressures resulting
from actions may harm our business by influencing or requiring us to modify, among other things, the default
interchange reimbursement rates we set, the Visa operating rules or the way in which we enforce those rules, our
fees or pricing, or the way we do business. These actions or their outcomes may also influence regulators,
investigators, governments or civil litigants in the same or other jurisdictions, which may lead to additional actions
against Visa. Finally, we are required by some of our commercial agreements to indemnify other entities for
litigation brought against them, even if Visa is not a defendant.
For certain actions like those that are U.S. covered litigation or VE territory covered litigation, as described in
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, we have certain financial protections pursuant to the
respective retrospective responsibility plans. The two retrospective responsibility plans are different in the
protections they provide and the mechanisms by which we are protected. The failure of one or both of the
retrospective responsibility plans to adequately insulate us from the impact of such settlements, judgments,
losses, or liabilities could materially harm our financial condition or cash flows, or even cause us to become
insolvent.
Business Risks
The global payments space is intensely competitive. As technology evolves and consumer expectations
change, new competitors or methods of payment emerge, and existing clients and competitors assume different
roles. Our products compete with cash, checks, electronic payments, virtual currency payments, global or multi-
regional networks, other domestic and closed-loop payments systems, digital wallets and alternative payments
providers primarily focused on enabling payments through ecommerce and mobile channels. As the global
payments space becomes more complex, we face increasing competition from our clients, other emerging
payment providers such as fintechs, other digital payments, technology companies that have developed
payments systems enabled through online activity in ecommerce, social media, and mobile channels, as well as
governments in a number of jurisdictions (e.g., Brazil and India) as discussed above, that are developing,
supporting and/or operating national schemes, RTP networks and other payment platforms.
Our competitors may acquire, develop, or make better use of substantially better technology, have more
widely adopted delivery channels, or have greater financial resources. They may offer more effective, innovative
or a wider range of programs, products and services. They may use more effective advertising and marketing
strategies that result in broader brand recognition, and greater use, including with respect to issuance and
merchant acceptance. They may also develop better security solutions or more favorable pricing arrangements.
Moreover, even if we successfully adapt to technological change and the proliferation of alternative types of
payment services by developing and offering our own services in these areas, such services may provide less
favorable financial terms for us than we currently receive from VisaNet transactions, which could hurt our financial
results and prospects.
Certain of our competitors operate with different business models, have different cost structures or
participate in different market segments. Those business models may ultimately prove more successful or more
adaptable to regulatory, technological and other developments. In some cases, these competitors have the
support of government mandates that prohibit, limit or otherwise hinder our ability to compete for transactions
within certain countries and regions. Some of our competitors, including American Express, Discover, private-
label card networks, virtual currency providers, technology companies that enable the exchange of digital assets,
and certain alternative payments systems like Alipay and WeChat Pay, operate closed-loop payments systems,
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with direct connections to both merchants and consumers. Government actions or initiatives such as the Dodd-
Frank Act, the IFR in Europe, or RTP initiatives by governments such as the U.S. Federal Reserve’s FedNow or
the Central Bank of Brazil’s Pix system may provide competitors with increased opportunities to derive
competitive advantages from these business models, and may create new competitors, including in some cases
the government itself. Similarly, regulation in Europe under PSD2 and the IFR may require us to open up access
to, and allow participation in, our network to additional participants, and reduce the infrastructure investment and
regulatory burden on competitors. In addition to the open banking provisions under PSD2, efforts to implement or
facilitate open banking and open finance requirements are underway across a number of countries, including
Australia, Brazil, Canada and the U.S., which could impose additional requirements on financial institutions or
others regarding access to and use of financial data. We also run the risk of disintermediation due to factors such
as emerging technologies and platforms, including mobile payments, alternative payment credentials, other ledger
technologies or payment forms, and by virtue of increasing bilateral agreements between entities that prefer not to
use our payments network for processing transactions. For example, merchants could process transactions
directly with issuers, or processors could process transactions directly with issuers and acquirers.
We expect the competitive landscape to continue to shift and evolve. For example:
• We, along with our competitors, clients, network participants, and others are developing or participating in
alternative payments systems or products, such as mobile payment services, ecommerce payment
services, P2P payment services, real-time and faster payment initiatives, and payment services that
permit ACH or direct debits from or to consumer checking accounts, that could either reduce our role or
otherwise disintermediate us from the transaction processing or the value added services we provide to
support such processing. Examples include initiatives from The Clearing House, an association consisting
of large financial institutions that has developed its own faster payments system; Early Warning Services,
which operates Zelle, a bank-offered alternative network that provides another platform for faster funds or
real-time payments across a variety of payment types, including P2P, corporate and government
disbursement, bill pay and deposit check transactions; and cryptocurrency or stablecoin-based payments
initiatives.
• Many countries or regions are developing or promoting domestic networks, switches and RTP systems
(e.g., U.S., Brazil, India and Europe) and in some countries the government itself owns and operates
these RTP systems (e.g., Brazil). To the extent these governments mandate local banks and merchants
to use and accept these systems for domestic or other transactions, prohibit international payments
networks, like Visa, from participating on those systems, and/or impose restrictions or prohibitions, on
international payments networks from offering payment services on such transactions, we could face the
risk of our business being disintermediated in those countries. For example, in some regions (Latin
America, Southeast Asia and the Middle East), including through intergovernmental organizations such as
the Association of Southeast Asian Nations and the GCC, some countries are looking into cross-border
connectivity of such domestic systems. Similarly, India has expressed interest in expanding its digital
public infrastructure, which includes its RTP system, UPI, outside the country and for cross-border
payments. Currently, international payment networks like Visa are unable to participate in UPI.
• Parties that process our transactions may try to minimize or eliminate our position in the payments value
chain.
• Parties that access our payment credentials, tokens and technologies, including clients, technology
solution providers or others might be able to migrate or steer account holders and other clients to
alternative payment methods or use our payment credentials, tokens and technologies to establish or
help bolster alternate payment methods and platforms.
• Participants in the payments industry may merge, form joint ventures or enable or enter into other
business combinations that strengthen their existing business propositions or create new, competing
payment services.
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• New or revised industry standards related to online checkout and web payments, cloud-based payments,
tokenization or other payments-related technologies set by individual countries, regions or organizations
such as the International Organization for Standardization, American National Standards Institute, World
Wide Web Consortium, European Card Standards Group, PCI Co, Nexo and EMVCo may result in
additional costs and expenses for Visa and its clients, or otherwise negatively impact the functionality and
competitiveness of our products and services.
As the competitive landscape is quickly evolving, we may not be able to foresee or respond sufficiently to
emerging risks associated with new businesses, products, services and practices. We may be asked to adjust our
local rules and practices, develop or customize certain aspects of our payment services, or agree to business
arrangements that may be less protective of Visa’s proprietary technology and interests in order to compete and
we may face increasing operational costs and risk of litigation concerning intellectual property. Our failure to
compete effectively in light of any such developments could harm our business and prospects for future growth.
Our revenues and profits are dependent on our client and merchant base, which may be costly to win,
retain and develop.
Our financial institution clients and merchants can reassess their commitments to us at any time or develop
their own competitive services. While we have certain contractual protections, our clients, including some of our
largest clients, generally have flexibility to issue non-Visa products. Further, in certain circumstances, our financial
institution clients may decide to terminate our contractual relationship on relatively short notice without paying
significant early termination fees. Because a significant portion of our net revenues is concentrated among our
largest clients, the loss of business from any one of these larger clients could harm our business, results of
operations and financial condition. For more information, please see Note 14—Enterprise-wide Disclosures and
Concentration of Business to our consolidated financial statements included in Item 8 of this report.
In addition, we face intense competitive pressure on the prices we charge our financial institution clients. In
certain regions, we are increasingly facing competition from RTP networks and other payment facilitators offering
lower pricing, as well as initiatives to lower costs, such as the G20 Roadmap for Enhancing Cross-border
Payments. In order to stay competitive, we may need to adjust our pricing or offer incentives to our clients to
increase payments volume, enter new market segments, adapt to regulatory changes, and expand their use and
acceptance of Visa products and services. These include up-front cash payments, fee discounts, rebates, credits,
performance-based incentives, marketing and other support payments that impact our revenues and profitability.
In addition, we offer incentives to certain merchants and acquirers to win routing preference in relation to other
network options or forms of payment. Market pressures on pricing, incentives, fee discounts and rebates could
moderate our growth. If we are not able to implement cost containment and productivity initiatives in other areas
of our business or increase our volumes in other ways to offset or absorb the financial impact of these incentives,
fee discounts and rebates, it may harm our net revenues and profits.
In addition, it may be difficult or costly for us to acquire or conduct business with financial institutions or
merchants that have longstanding exclusive, or nearly exclusive, relationships with our competitors. These
financial institutions or merchants may be more successful and may grow more quickly than our existing clients or
merchants. In addition, if there is a consolidation or acquisition of one or more of our largest clients or co-brand
partners by a financial institution client or merchant with a strong relationship with one of our competitors, it could
result in our business shifting to a competitor, which could put us at a competitive disadvantage and harm our
business.
Merchants’ and processors’ continued push to lower acceptance costs and challenge industry practices
could harm our business.
We rely in part on merchants and their relationships with our clients or their agents to maintain and expand
the use and acceptance of Visa products. Certain merchants and merchant-affiliated groups have been exerting
their influence in the global payments system in certain jurisdictions, such as the U.S., Canada and Europe, to
attempt to lower acceptance costs paid by merchants to acquirers or their agents to accept payment products or
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services, by lobbying for new legislation, seeking regulatory intervention, filing lawsuits and in some cases,
surcharging or refusing to accept Visa products. If they are successful in their efforts, we may face increased
compliance and litigation expenses, issuers may decrease their issuance of our products, and consumer usage of
our products could be adversely impacted. For example, in the U.S., certain stakeholders have raised concerns
regarding how payment security standards and rules may impact debit routing choice and the cost of payment
card acceptance. In addition to ongoing litigation related to the U.S. migration to EMV-capable cards and
point-of-sale terminals, U.S. merchant-affiliated groups and processors have expressed concerns regarding the
EMV certification process and some policymakers have expressed concerns about the roles of industry bodies
such as EMVCo and the Payment Card Industry Security Standards Council in the development of payment card
standards. Additionally, many merchants have advocated for lower acceptance costs in the form of reduced
interchange rates, which could result in some issuers eliminating or reducing their promotion or use of Visa’s
products and services, eliminating or reducing cardholder benefits such as rewards programs, or charging
account holders increased or new fees for using Visa-branded products, all of which could negatively impact
Visa’s transaction volumes and related revenues. Finally, some merchants and processors have advocated for
changes to industry practices and Visa acceptance requirements at the point of sale, including the ability for
merchants to accept only certain types of Visa products, to mandate only PIN authenticated transactions, to
differentiate or steer among Visa product types issued by different financial institutions, and to impose surcharges
on customers presenting Visa products as their form of payment. If successful, these efforts could adversely
impact consumers’ usage of our products and decrease our overall transaction volumes and fee revenues, lead to
regulatory enforcement and/or litigation that increases our compliance and litigation expenses, and ultimately
harm our business.
As noted above, our relationships with industry participants are complex and require us to balance the
interests of multiple third parties. For instance, we depend significantly on relationships with our financial
institution clients and on their relationships with account holders and merchants to support our programs and
services, and thereby compete effectively in the marketplace. We provide incentives to merchants, acquirers,
ecommerce platforms and processors to promote routing preference and acceptance growth. We also engage in
many payment card co-branding efforts with merchants, who receive incentives from us. As emerging participants
such as fintechs enter the payments industry, we engage in discussions to address the role they may play in the
ecosystem, whether as, for example, an issuer, merchant, ecommerce platform or digital wallet provider. As these
and other relationships become more prevalent and take on a greater importance to our business, our success
will increasingly depend on our ability to sustain and grow these relationships. In addition, we depend on our
clients and third parties, including network partners, vendors and suppliers, to submit, facilitate and process
transactions properly, provide various services associated with our payments network on our behalf, and
otherwise adhere to our operating rules and applicable laws. To the extent that such parties fail to perform or
deliver adequate services, it may result in negative experiences for account holders or others when using their
Visa-branded payment products, which could harm our business and reputation.
Our business could be harmed if we are not able to maintain and enhance our brand, if events occur that
have the potential to damage our brand or reputation, or if we experience brand disintermediation.
Our brand is globally recognized and is a key asset of our business. We believe that our clients and their
account holders associate our brand with acceptance, security, convenience, speed, and reliability. Our success
depends in large part on our ability to maintain the value of our brand and reputation of our products and services
in the payments ecosystem, elevate the brand through new and existing products, services and partnerships, and
uphold our corporate reputation. The popularity of products that we have developed in partnership with
technology companies and financial institutions as well as government actions that mandate other networks to
process Visa-branded card transactions may have the potential to cause brand disintermediation at the point of
sale, in ecommerce and mobile channels, and decrease the presence of our brand. Our brand reputation may
also be negatively impacted by a number of factors, including authorization, clearing and settlement service
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disruptions; data security breaches; compliance failures by Visa, including by our employees, agents, clients,
partners or suppliers; failure to meet expectations of our clients, consumers, or other stakeholders; negative
perception of our industry, the industries of our clients, Visa-accepting merchants, or our clients’ customers and
agents, including third-party payments providers; ill-perceived actions or affiliations by clients, partners or other
third parties, such as sponsorship or co-brand partners; and fraudulent, or illegal activities using our payment
products or services, and which we may not always be in a position to detect and/or prevent from occurring over
our network. Our brand could also be negatively impacted when our products are used to facilitate payment for
legal, but controversial, products and services, including, but not limited to, adult content, cryptocurrencies,
firearms and gambling activities. Additionally, these risks could be exacerbated if our financial institution partners
and/or merchants fail to maintain necessary controls to ensure the legality of these transactions, if any legal
liability associated with such goods or services is extended to ancillary participants in the value chain like
payments networks, or if our network and industry become entangled in political or social debates concerning
such legal, but controversial, commerce. If we are unable to maintain our reputation, the value of our brand may
be impaired, which could harm our relationships with clients, account holders, employees, prospective employees,
governments and the public, as well as impact our business.
Global economic, political, market, health and social events or conditions may harm our business.
More than half of our net revenues are earned outside the U.S. International cross-border transaction
revenues represent a significant part of our revenue and are an important part of our growth strategy. Our
revenues are dependent on the volume and number of payment transactions made by consumers, governments,
and businesses whose spending patterns may be affected by economic, political, market, health and social
events or conditions. Adverse macroeconomic conditions within the U.S. or internationally, including but not
limited to recessions, inflation, rising interest rates, high unemployment, currency fluctuations, actual or
anticipated large-scale defaults or failures, rising energy prices, or a slowdown of global trade, and reduced
consumer, small business, government, and corporate spending, have a direct impact on our volumes,
transactions and revenues. Furthermore, in efforts to deal with adverse macroeconomic conditions, governments
may introduce new or additional initiatives or requests to reduce or eliminate payment fees or other costs. In an
overall soft global economy, such pricing measures could result in additional financial pressures on our business.
In addition, outbreaks of illnesses, pandemics like COVID-19, or other local or global health issues, political
uncertainties, international hostilities, armed conflicts, wars, civil unrest, climate-related events, including the
increasing frequency of extreme weather events, impacts to the power grid, and natural disasters have to varying
degrees negatively impacted our operations, clients, third-party suppliers, activities, and cross-border travel and
spend. Although the World Health Organization and the federal government declared an end to COVID-19 as a
global and national health emergency, respectively, risks related to COVID-19 have adversely affected and may
continue to adversely affect our business, results of operations, cash flows and financial condition. The ongoing
effects of the COVID-19 pandemic remain difficult to predict due to numerous uncertainties, including the
resumption of international travel, and the indirect impact of the pandemic on global economic activity. In addition,
a number of countries took steps during the pandemic to temporarily cap interchange or other fees on electronic
payments as part of their COVID-19 economic relief measures. While most have been rescinded or have expired,
it is possible that proponents of interchange and/or MDR regulation may try to position government intervention as
necessary to support potential future economic relief initiatives.
Geopolitical trends towards nationalism, protectionism, and restrictive visa requirements, as well as
continued activity and uncertainty around economic sanctions, tariffs or trade restrictions also limit the expansion
of our business in certain regions and have resulted in us suspending our operations in other regions. 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. The
war in Ukraine and any further actions by, or in response to such actions by, Russia or its allies could have lasting
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impacts on Ukraine as well as other regional and global economies, any or all of which could adversely affect our
business.
A decline in economic, political, market, health and social conditions could impact our clients as well, and
their decisions could reduce the number of cards, accounts, and credit lines of their account holders, and impact
overall consumption by consumers and businesses, which would ultimately impact our revenues. Our clients may
implement cost-reduction initiatives that reduce or eliminate marketing budgets, and decrease spending on
optional or enhanced value added services from us. Any events or conditions that impair the functioning of the
financial markets, tighten the credit market, or lead to a downgrade of our current credit rating could increase our
future borrowing costs and impair our ability to access the capital and credit markets on favorable terms, which
could affect our liquidity and capital resources, or significantly increase our cost of capital.
Finally, as governments, investors and other stakeholders face additional pressures to accelerate actions to
address climate change and other environmental, governance and social topics, governments are implementing
regulations and investors and other stakeholders are imposing new expectations or focusing investments in ways
that may cause significant shifts in disclosure, commerce and consumption behaviors that may have negative
impacts on our business. As a result of any of these factors, any decline in cross-border travel and spend would
impact our cross-border volumes, the number of cross-border transactions we process and our currency
exchange activities, which in turn would reduce our international transaction revenues.
Our aspirations to address corporate responsibility and sustainability (CRS) matters and considerations
could adversely affect our business and financial results or negatively impact our reputation.
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.
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.
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 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,
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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.
Our indemnification obligation to fund settlement losses of our clients exposes us to significant risk of
loss and may reduce our liquidity.
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.
Failure to anticipate, adapt to, or keep pace with, new technologies in the payments industry could harm
our business and impact future growth.
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.
A disruption, failure or breach of our networks or systems, including as a result of cyber-attacks, could
harm our business.
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
30
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.
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.
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.
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.
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.
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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.
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;
• 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;
• 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.
We may be unable to attract, hire and retain a highly qualified and diverse workforce, including key
management.
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
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.
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.
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.
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.
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
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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.
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.
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
• 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.
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ITEM 1B. Unresolved Staff Comments
Not applicable.
ITEM 2. 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.
We believe that these facilities are suitable and adequate to support our ongoing business needs.
Refer to Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report.
Not applicable.
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PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
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.
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.
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.
The table below presents our purchases of common stock during the quarter ended September 30, 2023:
Approximate
Dollar Value
Total Number of of Shares that
Shares Purchased May Yet Be
Average Purchase as Part of Publicly Purchased
Total Number of Price Announced Plans or Under the Plans or
Period Shares Purchased per Share (1) Programs(2) 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
(1) Includes applicable taxes.
(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.
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.
ITEM 6. [Reserved]
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ITEM 7. 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 the consolidated
financial statements and related notes included in Item 8 of this report.
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.
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.
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
vs. vs.
2023 2022 2021 2022 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 %
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.
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.
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 higher client incentives. Exchange rate movements lowered our net revenues growth by approximately
one-and-a-half percentage points.
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.
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.
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.
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.
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.
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.
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• 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.
• 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.
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:
39
For the Year Ended
September 30, 2022
Non-
operating Effective Diluted
Operating Income Income Tax Income Tax Earnings
Expenses (Expense) Provision(1) Rate(2) Net Income 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
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.
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 Twelve Months Twelve Months
Ended June 30,(1) Ended June 30,(1) 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%
The following table presents the change in nominal and constant payments and cash volume:
International Visa Inc.
Twelve Months Ended Twelve Months Ended Twelve Months Ended Twelve Months Ended
June 30, June 30, June 30, June 30,
2023 vs 2022(1),(2) 2022 vs 2021(1),(2) 2023 vs 2022(1),(2) 2022 vs 2021(1),(2)
Nominal Constant(7) Nominal Constant(7) Nominal Constant(7) Nominal Constant(7)
41
The following table presents the number of processed transactions:
For the Years Ended
September 30, % Change(1)
2023 2022
vs. vs.
2023 2022 2021 2022 2021
(in millions, except percentages)
Visa processed transactions . . . . . . . . . . . . . . 212,579 192,530 164,734 10 % 17 %
(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.
Results of Operations
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.
The following table presents our net revenues earned in the U.S. and internationally:
For the Years Ended
September 30, % Change(1)
2023 2022
vs. vs.
2023 2022 2021 2022 2021
(in millions, except percentages)
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,138 $ 12,851 $ 11,160 10 % 15 %
International . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,515 16,459 12,945 12 % 27 %
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . $ 32,653 $ 29,310 $ 24,105 11 % 22 %
(1) Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
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.
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.
42
• 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.
• 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.
Operating 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.
43
The following table presents the components of our total operating expenses:
For the Years Ended
September 30, % Change(1)
2023 2022
vs. vs.
2023 2022 2021 2022 2021
(in millions, except percentages)
Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,831 $ 4,990 $ 4,240 17 % 18 %
Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,341 1,336 1,136 —% 18 %
Network and processing . . . . . . . . . . . . . . . . . 736 743 730 (1 %) 2 %
Professional fees . . . . . . . . . . . . . . . . . . . . . . . 545 505 403 8% 25 %
Depreciation and amortization . . . . . . . . . . . . 943 861 804 9% 7 %
General and administrative . . . . . . . . . . . . . . . 1,330 1,194 985 11 % 21 %
Litigation provision . . . . . . . . . . . . . . . . . . . . . . 927 868 3 7% NM
Total operating expenses(2) . . . . . . . . . . . . . $ 11,653 $ 10,497 $ 8,301 11 % 26 %
NM – Not meaningful
(1) Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
(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.
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.
The following table presents the components of our non-operating income (expense):
For the Years Ended
September 30, % Change(1)
2023 2022
vs. vs.
2023 2022 2021 2022 2021
(in millions, except percentages)
Interest expense . . . . . . . . . . . . . . . . . . . . . . . $ (644) $ (538) $ (513) 20 % 5%
Investment income (expense) and other . . . . 681 (139) 772 (592 %) (118 %)
Total non-operating income (expense) . . . $ 37 $ (677) $ 259 (105 %) (361 %)
(1) Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
44
• 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.
• 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.
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.
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.
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.
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.
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.
45
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-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.
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.
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.
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.
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.
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.
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.
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
46
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
47
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.
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.
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.
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.
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.
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.
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.
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
48
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.
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.
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.
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.
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.
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.
ITEM 7A. 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.
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.
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
49
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.
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.
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.
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.
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.
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.
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.
50
ITEM 8. Financial Statements and Supplementary Data
VISA INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (KPMG LLP, Santa Clara, CA, Auditor
Firm ID: 185) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
51
Report of Independent Registered Public Accounting Firm
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.
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.
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.
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.
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
52
Report of Independent Registered Public Accounting Firm—(Continued)
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.
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.
Assessment of the litigation accrual for class members opting out of the Damages Class settlement in the
Interchange Multidistrict Litigation (MDL)
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.
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.
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
53
Report of Independent Registered Public Accounting Firm—(Continued)
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.
54
VISA INC.
See accompanying notes, which are an integral part of these consolidated financial statements.
55
VISA INC.
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
See accompanying notes, which are an integral part of these consolidated financial statements.
56
VISA INC.
See accompanying notes, which are an integral part of these consolidated financial statements.
57
VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
58
Balance as of September 30, 2023 . . . . . . . . . . . . . . . . . . . . . . 5 $ 1,698(1) 1,849 $ 20,452 $ (140) $ 18,040 $ (1,317) $ 38,733
(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.
See accompanying notes, which are an integral part of these consolidated financial statements.
VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)
Common Stock Right to Accumulated
and Additional
Recover for Other
Preferred Stock Paid-in Capital Covered Accumulated Comprehensive Total
Shares Amount Shares Amount Losses Income Income (Loss) Equity
(in millions, except per share data)
Balance as of September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . 5 $ 3,080(1) 1,932 $ 18,855 $ (133) $ 15,351 $ 436 $ 37,589
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,957 14,957
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . (2,805) (2,805)
VE territory covered losses incurred . . . . . . . . . . . . . . . . . . . . . . . . (43) (43)
Recovery through conversion rate adjustment . . . . . . . . . . . . . . . . (141) 141 —
Issuance of series A preferred stock . . . . . . . . . . . . . . . . . . . . . . . . —(2) (3) (3)
Conversion to class A common stock upon sales into public
market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —(2) (612) 10 612 —
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602 602
Stock issued under equity plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 196 196
Restricted stock and performance-based shares settled in cash
for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —(2) (120) (120)
Cash dividends declared and paid, at a quarterly amount of
$0.375 per class A common stock . . . . . . . . . . . . . . . . . . . . . . . . (3,203) (3,203)
Repurchase of class A common stock . . . . . . . . . . . . . . . . . . . . . . (56) (600) (10,989) (11,589)
59
Balance as of September 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . 5 $ 2,324(1) 1,890 $ 19,545 $ (35) $ 16,116 $ (2,369) $ 35,581
(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.
(2) Increase or decrease is less than one million shares.
See accompanying notes, which are an integral part of these consolidated financial statements.
VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)
60
Balance as of September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . 5 $ 3,080 1,932 $ 18,855 $ (133) $ 15,351 $ 436 $ 37,589
See accompanying notes, which are an integral part of these consolidated financial statements.
VISA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
See accompanying notes, which are an integral part of these consolidated financial statements.
61
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
Note 1—Summary of Significant Accounting Policies
Organization. Visa Inc. (Visa or the Company), is a global payments technology company that facilitates
global commerce and money movement across more than 200 countries and territories. Visa operates one of the
world’s largest electronic payments networks — VisaNet — which provides transaction processing services
(primarily authorization, clearing and settlement). The Company offers products, solutions and services that
facilitate secure, reliable and efficient money movement for participants in the ecosystem. Visa is not a financial
institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In
most cases, account holder and merchant relationships belong to, and are managed by, Visa’s financial institution
clients.
Consolidation and basis of presentation. The consolidated financial statements include the accounts of Visa
and its consolidated entities and are presented in accordance with accounting principles generally accepted in the
United States of America (U.S. GAAP). The Company consolidates its majority-owned and controlled entities,
including variable interest entities (VIEs) for which the Company is the primary beneficiary. The Company’s
investments in VIEs have not been material to its consolidated financial statements as of and for the periods
presented. Intercompany balances and transactions have been eliminated in consolidation.
During fiscal 2022, economic sanctions were imposed on Russia, impacting Visa and its clients. In March
2022, the Company suspended its operations in Russia and deconsolidated its Russian subsidiary.
The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other.
All significant operating decisions are based on analysis of Visa as a single global business. The Company has
one reportable segment, Payment Services.
Use of estimates. The preparation of consolidated financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions about future events. These estimates and
assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and reported amounts of revenues and expenses during the
reporting period. These estimates may change as new events occur and additional information is obtained, and
will be recognized in the period in which such changes occur. Future actual results could differ materially from
these estimates. The use of estimates in specific accounting policies is described further below as appropriate.
Cash, cash equivalents, restricted cash, and restricted cash equivalents. Cash and cash equivalents include
cash and certain highly liquid investments with original maturities of 90 days or less from the date of purchase.
Cash equivalents are primarily recorded at cost, which approximates fair value due to their generally short
maturities. The Company defines restricted cash and restricted cash equivalents as cash and cash equivalents
that cannot be withdrawn or used for general operating activities. See Note 4—Cash, Cash Equivalents,
Restricted Cash and Restricted Cash Equivalents.
Restricted cash equivalents—U.S. litigation escrow. The Company maintains an escrow account from which
monetary liabilities from settlements of, or judgments in, the U.S. covered litigation are paid. See Note 5—U.S.
and Europe Retrospective Responsibility Plans and Note 20—Legal Matters for a discussion of the U.S. covered
litigation. The escrow funds are held in money market investments, and classified as restricted cash equivalents
on the consolidated balance sheets. Interest earned on escrow funds is recognized in investment income
(expense) and other on the consolidated statements of operations.
Fair value. The Company measures certain financial assets and liabilities at fair value on a recurring basis.
Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are
subject to nonrecurring fair value measurements if they are deemed to be impaired. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
62
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
participants at the measurement date. Fair value measurements are reported under a three-level valuation
hierarchy. See Note 6—Fair Value Measurements and Investments.
Marketable equity securities. Marketable equity securities, which are reported in investment securities on the
consolidated balance sheets, include investments in publicly traded companies as well as mutual fund
investments related to various employee compensation and benefit plans. Interest and dividend income as well as
gains and losses, realized and unrealized, from changes in fair value are recognized in investment income
(expense) and other on the consolidated statements of operations.
Trading activity in the mutual fund investments is at the direction of the Company’s employees. These
investments are held in a trust and are not considered by the Company to be available for its operational or
liquidity needs. The corresponding liability is reported in accrued liabilities on the consolidated balance sheets,
with changes in the liability recognized in personnel expense on the consolidated statements of operations.
Available-for-sale debt securities. The Company’s investments in debt securities, which are classified as
available-for-sale and reported in investment securities or cash and cash equivalents on the consolidated balance
sheets, include U.S. government-sponsored debt securities and U.S. Treasury securities. These securities are
recorded at cost at the time of purchase and are carried at fair value. The Company considers these securities to
be available-for-sale to meet working capital and liquidity needs. Investments with stated maturities of less than
one year from the balance sheet date, or investments that the Company intends to sell within one year, are
classified as current assets, while all other securities are classified as non-current assets. Unrealized gains and
losses are reported in other comprehensive income (loss). The specific identification method is used to calculate
realized gain or loss on the sale of securities, which is recorded in investment income (expense) and other on the
consolidated statements of operations. Interest income is recognized when earned and is included in investment
income (expense) and other on the consolidated statements of operations.
The Company evaluates its debt securities for impairment on an ongoing basis. When there has been a
decline in fair value of a debt security below the amortized cost basis, the Company recognizes an impairment in
investment income (expense) and other on the consolidated statements of operations if it has the intent to sell the
security or it is more likely than not that the Company will be required to sell the security before recovery of the
amortized cost basis. In addition, if the Company identifies that the decline in fair value has resulted from credit
losses, the credit loss component is recognized as an allowance on the consolidated balance sheets and in
investment income (expense) and other on the consolidated statements of operations. The non-credit loss
component remains in accumulated other comprehensive income (loss) until realized from a sale or subsequent
impairment.
Non-marketable equity securities. The Company’s non-marketable equity securities, which are reported in
other assets on the consolidated balance sheets, include investments in privately held entities without readily
determinable fair values. All gains and losses on non-marketable equity securities are recognized in investment
income (expense) and other on the consolidated statements of operations.
The Company applies the equity method of accounting when it does not have control but has the ability to
exercise significant influence over the entity. Under the equity method, the Company’s share of each entity’s profit
or loss is recognized in investment income (expense) and other on the consolidated statements of operations.
The Company applies the fair value measurement alternative for equity securities in certain other entities
when it does not have the ability to exercise significant influence over the entity. The Company adjusts the
carrying value of these equity securities to fair value when orderly transactions for identical or similar investments
of the same issuer are observable.
63
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
The Company regularly reviews investments accounted for under the equity method and the fair value
measurement alternative for possible impairment, which generally involves an analysis of the facts and changes
in circumstances influencing the investment, expectations of the entity’s cash flows and capital needs, and the
viability of its business model.
Financial instruments. The Company considers the following to be financial instruments: cash, cash
equivalents, restricted cash, restricted cash equivalents, investment securities, settlement receivable and
payable, accounts receivable, customer collateral, non-marketable equity securities and derivative instruments.
See Note 6—Fair Value Measurements and Investments.
Settlement receivable and payable. The Company operates systems for authorizing, clearing and settling
payment transactions worldwide. Most U.S. dollar settlements with the Company’s financial institution clients are
settled within the same day and do not result in a receivable or payable balance. Settlements in currencies other
than the U.S. dollar generally remain outstanding for one to two business days, resulting in amounts due from and
to clients. These amounts are presented as settlement receivable and settlement payable on the consolidated
balance sheets.
Customer collateral. The Company holds cash deposits and other non-cash assets from certain clients in
order to ensure that their performance of settlement obligations arising from Visa payment services are processed
in accordance with the Company’s operating rules. The cash collateral assets are restricted and fully offset by
corresponding liabilities, and both balances are presented on the consolidated balance sheets. Pledged securities
are held by a custodian in accounts under the Company’s name and ownership. The Company does not have the
right to repledge these securities, but may sell these securities in the event of default by the client on its
settlement obligations. Letters of credit are provided primarily by a client’s financial institutions to serve as
irrevocable guarantees of payment. Guarantees are provided primarily by a client’s parent to secure the
obligations of its subsidiaries. The Company routinely evaluates the financial viability of institutions providing the
letters of credit and guarantees. See Note 12—Settlement Guarantee Management.
Guarantees and indemnifications. The Company recognizes an obligation at inception for guarantees and
indemnifications that qualify for recognition, regardless of the probability of occurrence. The Company indemnifies
its financial institution clients for settlement losses suffered due to the failure of any other client to fund its
settlement obligations in accordance with the Visa operating rules. The Company estimates expected credit
losses and recognizes an allowance for those credit losses related to its settlement indemnification obligations.
The estimated fair value of the liability for settlement indemnification is included in accrued liabilities on the
consolidated balance sheets.
Property, equipment and technology, net. Property, equipment and technology are recorded at historical cost
less accumulated depreciation and amortization, which are computed on a straight-line basis over the asset’s
estimated useful life. Depreciation and amortization of technology, furniture, fixtures and equipment are computed
over estimated useful lives ranging from 2 to 10 years. Leasehold improvements are amortized over the shorter of
the useful life of the asset or lease term. Building improvements are depreciated between 3 and 40 years, and
buildings are depreciated over 40 years. Improvements that increase functionality of the asset are capitalized and
depreciated over the asset’s remaining useful life. Land and construction-in-progress are not depreciated.
Technology includes purchased and internally developed software, including technology assets obtained
through acquisitions. Internally developed software represents software primarily used by the VisaNet electronic
payments network. Internal and external costs incurred during the preliminary project stage are expensed as
incurred. Qualifying costs incurred during the application development stage are capitalized. Once the project is
substantially complete and ready for its intended use these costs are amortized on a straight-line basis over the
64
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
technology’s estimated useful life. Acquired technology assets are initially recorded at fair value and amortized on
a straight-line basis over the estimated useful life.
The Company evaluates the recoverability of long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the sum
of expected undiscounted net future cash flows is less than the carrying amount of an asset or asset group, an
impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair
value. See Note 7—Property, Equipment and Technology, Net.
Leases. The Company determines if an arrangement is a lease at its inception. Right-of-use (ROU) assets,
and corresponding lease liabilities, are recognized at the commencement date based on the present value of
remaining lease payments over the lease term. For this purpose, the Company considers only payments that are
fixed and determinable at the time of commencement. As a majority of the Company’s leases do not provide an
implicit rate, the Company uses its incremental borrowing rate based on the information available at the
commencement date in determining the present value of lease payments. The ROU asset also includes any lease
payments made prior to commencement and is recorded net of any lease incentives received. The lease terms
may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise
such options. The Company does not record a ROU asset and corresponding liability for leases with terms of 12
months or less.
Lease agreements generally contain lease and non-lease components. Non-lease components primarily
include payments for maintenance and utilities. The Company does not combine lease payments with non-lease
components for any of its leases. Operating leases are recorded as ROU assets, which are included in other
assets on the consolidated balance sheets. The current portion of lease liabilities are included in accrued liabilities
and the long-term portion is included in other liabilities on the consolidated balance sheets. The Company’s lease
cost is included in general and administrative expense on the consolidated statements of operations and consists
of amounts recognized under lease agreements, adjusted for impairment and sublease income.
Business combinations. The Company accounts for business combinations using the acquisition method and
accordingly, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree are generally recorded at their acquisition date fair values. The excess of the purchase price over the fair
value of net assets acquired, including identifiable intangible assets, is recorded as goodwill. Acquisition-related
costs are expensed in the periods in which the costs are incurred.
Intangible assets, net and goodwill. The Company records identifiable intangible assets at fair value on the
date of acquisition and evaluates the useful life of each asset.
Finite-lived intangible assets primarily consist of customer relationships and trade names obtained through
acquisitions. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if
events or changes in circumstances indicate that their carrying amounts may not be recoverable. These
intangibles have useful lives ranging from 3 to 15 years.
Indefinite-lived intangible assets consist of trade name, customer relationships and reacquired rights. Intangible
assets with indefinite useful lives are not amortized but are evaluated for impairment annually or more frequently if
events or changes in circumstances indicate that impairment may exist. The Company first assesses qualitative
factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangible
assets. The Company assesses each category of indefinite-lived intangible assets for impairment on an aggregate
basis, which may require the allocation of cash flows and/or an estimate of fair value to the assets or asset group.
Impairment exists if the fair value of the indefinite-lived intangible asset is less than the carrying value.
65
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a
business combination. Goodwill is not amortized but is evaluated for impairment at the reporting unit level
annually or more frequently if events or changes in circumstances indicate that impairment may exist.
The Company performed its annual impairment review of indefinite-lived intangible assets and goodwill as of
February 1, 2023, and concluded there was no impairment as of that date. No recent events or changes in
circumstances indicate that impairment existed as of September 30, 2023. See Note 8—Intangible Assets and
Goodwill.
Accrued litigation. The Company evaluates the likelihood of an unfavorable outcome in legal or regulatory
proceedings to which it is a party and records a loss contingency when it is probable that a liability has been
incurred and the amount of the loss can be reasonably estimated. These judgments are subjective and based on
a number of factors, including the specifics of such legal or regulatory proceedings, the merits of the Company’s
defenses and consultation with internal and external legal counsel. Actual outcomes of these legal and regulatory
proceedings may differ materially from the Company’s estimates. The Company expenses legal costs as incurred
in professional fees on the consolidated statements of operations. See Note 20—Legal Matters.
Revenue recognition. The Company’s net revenues are comprised principally of the following categories:
service revenues, data processing revenues, international transaction revenues and other revenues, reduced by
client incentives. As a payments network service provider, the Company’s obligation to the customer is to stand
ready to provide continuous access to Visa’s payments network over the contractual term, facilitate the
processing of payment transactions, including authorization, clearing and settlement, and deliver related products
and services. The Company delivers its payments network services directly to issuers and acquirers, who provide
those services to others within the payments network: the merchants and consumers. The Company considers all
parties in Visa’s payments network as customers. The Company earns net revenues primarily from issuers and
acquirers. Consideration is variable based primarily upon the amount and type of transactions and payments
volume on Visa’s products. The transaction price for each specific service is reported net of discounts attributable
to individual services or fees. The Company recognizes revenue, net of sales and other similar taxes, as the
payments network services are performed in an amount that reflects the consideration the Company expects to
receive in exchange for those services. The Company has elected the optional exemption to not disclose the
remaining performance obligations related to payments network services and other performance obligations which
are constrained by and dependent upon the future performance of its clients, which are variable in nature. The
Company also recognizes revenues, net of sales and other similar taxes, from other value added services,
including issuing solutions, acceptance solutions, risk and identity solutions, open banking and advisory services,
as these value added services are performed.
Service revenues consist mainly of revenues earned for services provided in support of client usage of Visa
payment services. These revenues include fees related to payments volumes. Visa’s obligation is to stand ready
to provide continuous access to Visa’s payments network and related services with respect to Visa-branded
payments programs. Current quarter service revenues are primarily assessed using a calculation of current
quarter’s pricing applied to the prior quarter’s payments volume.
Data processing revenues consist of revenues earned for authorization, clearing, settlement; value added
services related to issuing, acceptance, and risk and identity solutions; network access; and other maintenance
and support services that facilitate transaction and information processing among the Company’s clients globally.
Data processing revenues are recognized in the same period the related transactions occur or services are
performed.
International transaction revenues are earned for cross-border transaction processing and currency
conversion activities. Cross-border transactions arise when the country of origin of the issuer or financial
66
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
institution originating the transaction is different from that of the beneficiary. International transaction revenues are
recognized in the same period the cross-border transactions occur or services are performed.
Other revenues consist mainly of value added services related to advisory, marketing and certain card
benefits; license fees for use of the Visa brand or technology; and fees for account holder services, certification
and licensing. Other revenues are recognized in the same period the related transactions occur or services are
performed.
Client incentives. The Company enters into long-term contracts with financial institution clients, merchants
and other business partners for various programs that provide cash and other incentives designed to increase
revenue by growing payments volume, increasing Visa product acceptance, winning merchant routing
transactions over to Visa’s network and driving innovation. Incentives are classified as reductions to net revenues
within client incentives, unless the incentive is a cash payment made in exchange for a distinct good or service
provided by the customer, in which case the payment is classified as operating expense. The Company generally
capitalizes upfront and fixed incentive payments as client incentive assets under these agreements when paid
and amortizes the amounts as a reduction to revenues ratably over the contractual term. Incentives that are
earned by the customer based on performance targets are recorded when earned and disclosed as client
incentive liabilities and as reductions to revenues based on management’s estimate of each client’s future
performance. These accruals are regularly reviewed and estimates of performance are adjusted, as appropriate,
based on changes in performance expectations, actual client performance, amendments to existing contracts or
the execution of new contracts. Client incentive assets and liabilities are classified on the consolidated balance
sheets as current or long-term based on a 12-month operating cycle.
Marketing. The Company expenses costs for the production of advertising as incurred. The cost of media
advertising is expensed when the advertising takes place. Sponsorship costs are recognized over the period in
which the Company benefits from the sponsorship rights. Promotional costs are expensed as incurred, when the
related services are received, or when the related event occurs.
Income taxes. The Company’s income tax expense consists of two components: current and deferred.
Current income tax expense represents taxes paid or payable for the current period. Deferred tax assets and
liabilities are recognized to reflect the future tax consequences attributable to temporary differences between the
financial statement carrying amounts and the respective tax basis of existing assets and liabilities, and operating
loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected
to be applied to taxable income in the years in which those temporary differences are expected to be recovered or
settled. In assessing whether deferred tax assets are realizable, management considers whether it is more likely
than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is recorded
for the portions that are not expected to be realized based on the level of historical taxable income, projections of
future taxable income over the periods in which the temporary differences are deductible, and qualifying tax
planning strategies.
Where interpretation of the tax law may be uncertain, the Company recognizes, measures and discloses
income tax uncertainties. The Company accounts for interest expense and penalties related to uncertain tax
positions in interest expense and investment income (expense) and other, respectively, on the consolidated
statements of operations. The Company files a consolidated federal income tax return and, in certain states,
combined state tax returns. The Company elects to claim foreign tax credits in any given year if such election is
beneficial to the Company. See Note 19—Income Taxes.
Foreign currency remeasurement and translation. The Company’s functional currency is the U.S. dollar for
the majority of its foreign operations except for Visa Europe Limited (Visa Europe) whose functional currency is
67
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
the Euro. Transactions denominated in currencies other than the applicable functional currency are converted to
the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities
are remeasured to the functional currency using exchange rates in effect at the balance sheet dates.
Non-monetary assets and liabilities are remeasured at historical exchange rates. Resulting foreign currency
transaction gains and losses related to conversion and remeasurement are recorded in general and
administrative expense on the consolidated statements of operations and were not material for fiscal 2023, 2022
and 2021.
Where a non-U.S. currency is the functional currency, translation from that functional currency to the U.S.
dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and for
revenue and expense accounts using an average exchange rate for the period. Resulting translation adjustments
are reported as a component of accumulated other comprehensive income (loss) on the consolidated balance
sheets.
Derivative and hedging instruments. The Company uses foreign exchange forward derivative contracts to
reduce its exposure to foreign currency rate changes on forecasted non-functional currency denominated
operational cash flows. The terms of these derivative contracts designated as cash flow hedges are generally no
more than 12 months. The Company uses regression analysis to assess hedge effectiveness prospectively and
retrospectively. The effectiveness tests are performed on foreign exchange forward contracts based on changes
in the spot rate of the derivative instrument compared to changes in the spot rate of the forecasted hedged
transaction.
Derivatives are carried at fair value on a gross basis on the consolidated balance sheets. Gains and losses
resulting from changes in the fair value of derivative contracts designated as cash flow hedges are recorded in
other comprehensive income (loss). When the forecasted transaction occurs and is recognized in earnings, the
amount in accumulated other comprehensive income (loss) related to that hedge is reclassified to the
consolidated statements of operations in the corresponding account where revenue or expense is recorded.
Forward points are excluded from effectiveness testing purposes and are reported in earnings. Derivatives
designated as cash flow hedges are subject to master netting agreements, which provide the Company with a
legal right to net settle multiple payable and receivable positions with the same counterparty, in a single currency
through a single payment. However, the Company presents fair values on a gross basis on the consolidated
balance sheets.
The Company holds foreign exchange forward derivative contracts and other non-derivative financial
instruments which were designated as net investment hedges against a portion of the Company’s net investment
in Visa Europe. The Company also holds interest rate and cross-currency swap agreements on a portion of the
outstanding senior notes that allows the Company to manage its interest rate exposure through a combination of
fixed and floating rates and reduce the overall cost of borrowing. The Company designated the interest rate
swaps as fair value hedges and the cross-currency swaps as net investment hedges. Gains and losses related to
hedging instruments for fair value hedges are recognized in interest expense along with a corresponding loss or
gain related to the change in the fair value of the underlying hedged item in the same line item on the
consolidated statements of operations. Gains and losses related to hedging instruments for net investment
hedges are recorded in other comprehensive income (loss). Amounts excluded from the effectiveness testing of
net investment hedges are recognized in earnings.
The Company utilizes foreign exchange forward derivative contracts to hedge against foreign currency
exchange rate fluctuations related to certain monetary assets and liabilities denominated in foreign currencies.
Gains and losses resulting from changes in the fair value of these derivative instruments not designated for hedge
accounting are recorded in general and administrative expense on the consolidated statements of operations.
68
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Cash flows associated with a cash flow hedge are classified as an operating activity on the consolidated
statements of cash flows. Cash flows associated with a fair value hedge may be included in operating, investing
or financing activities depending on the classification of the items being hedged. Cash flows associated with a net
investment hedge are classified as an investing activity. See Note 13—Derivative and Hedging Instruments.
Share-based compensation. The Company measures share-based compensation cost at the grant date, net
of estimated forfeitures, based on the estimated fair value of the award. The Company recognizes compensation
cost for awards with only service conditions on a straight-line basis over the requisite service period, which is
generally the vesting period. Compensation cost for performance-based awards is recognized on a graded-
vesting basis. The amount is initially estimated based on target performance and is adjusted as appropriate based
on management’s best estimate throughout the performance period. See Note 17—Share-based Compensation.
Earnings per share. The Company calculates earnings per share using the two-class method to reflect the
different rights of each class and series of outstanding common stock.
Basic earnings per share is computed by dividing net income available to each class of shares by the
weighted-average number of shares of common stock and participating securities outstanding during the period.
Participating securities include the Company’s series A, B and C preferred stock and restricted stock units (RSUs)
that contain non-forfeitable rights to dividends or dividend equivalents. Net income is allocated to each class of
common stock and participating securities based on its proportional ownership on an as-converted basis. The
weighted-average number of shares outstanding of each class of common stock reflects changes in ownership
over the periods presented. See Note 15—Stockholders’ Equity.
Diluted earnings per share is computed by dividing net income available to each class of shares by the
weighted-average number of shares of common stock outstanding, participating securities outstanding and, if
dilutive, potential class A common stock equivalent shares outstanding during the period. Dilutive class A
common stock equivalents may consist of: (1) shares of class A common stock issuable upon the conversion of
series A, B and C preferred stock and class B and C common stock based on the conversion rates in effect
through the period, and (2) incremental shares of class A common stock calculated by applying the treasury stock
method to the assumed exercise of employee stock options, the assumed purchase of stock under the
Company’s Employee Stock Purchase Plan and the assumed vesting of unearned performance shares. See Note
16—Earnings Per Share.
Recently Adopted Accounting Pronouncement. In March 2020, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update (ASU) 2020-04, which provides optional expedients and exceptions
for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference the London
Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate
reform. Subsequently, the FASB also issued amendments to this standard. The amendments in the ASU are
effective upon issuance through December 31, 2024. During fiscal 2023, the Company adopted certain optional
expedients provided in this ASU in relation to contract modifications and hedge accounting. The adoption did not
have a material impact on the consolidated financial statements.
Note 2—Acquisitions
Pending Acquisition
In June 2023, Visa entered into a definitive agreement to acquire Pismo Holdings, a cloud-native issuer
processing and core banking platform with operations in Latin America, Asia Pacific and Europe, for $1.0 billion in
cash. This acquisition is subject to customary closing conditions, including applicable regulatory reviews and
approvals.
69
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Tink. In March 2022, Visa acquired 100% of the share capital of Tink AB (Tink) for $1.9 billion in cash. Tink is
an open banking platform that enables financial institutions, fintechs and merchants to build financial products and
services and move money. The acquisition is expected to help accelerate the adoption of open banking around
the world by providing a secure, reliable platform for innovation.
The following table summarizes the final purchase price allocation for Tink:
Weighted-
Purchase Price Average Useful
Allocation Life
(in millions) (in years)
Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 245 4
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 6
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (71)
Other net assets acquired (liabilities assumed) . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,577
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,866 5
Goodwill is primarily attributable to synergies expected to be achieved from the acquisition and the
assembled workforce. The goodwill recognized is not deductible for tax purposes.
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:
70
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
For the Years Ended
September 30,
2023 2022 2021
(in millions)
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,138 $ 12,851 $ 11,160
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,515 16,459 12,945
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32,653 $ 29,310 $ 24,105
Remaining performance obligations are comprised of deferred revenues and contract revenues that will be
invoiced and recognized as revenues in future periods primarily related to value added services. As of
September 30, 2023, the remaining performance obligations were $2.9 billion. The Company expects
approximately half to be recognized as revenue in the next two years and the remaining thereafter. However, the
amount and timing of revenue recognition is affected by several factors, including contract modifications and
terminations, which could impact the estimate of amounts allocated to remaining performance obligations and
when such revenues could be recognized.
Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported on
the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated
statements of cash flows as follows:
September 30,
2023 2022
(in millions)
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,286 $ 15,689
Restricted cash and restricted cash equivalents:
U.S. litigation escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,764 1,449
Customer collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,005 2,342
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 935 897
Cash, cash equivalents, restricted cash and restricted cash equivalents . . . $ 21,990 $ 20,377
Prepaid expenses and other current assets include restricted cash and restricted cash equivalents related to
funds held by the Company on behalf of clients in segregated bank accounts that generally cannot be withdrawn
or used for general operating activities. These amounts are fully offset by corresponding liabilities recorded in
accrued liabilities on the Company’s consolidated balance sheets.
The Company has established several related mechanisms designed to address potential liability under
certain litigation (U.S. covered litigation). These mechanisms are included in and referred to as the U.S.
retrospective responsibility plan and consist of a U.S. litigation escrow agreement, the conversion feature of the
Company’s shares of class B common stock, the indemnification obligations of the Visa U.S.A. Inc. (Visa U.S.A.)
members, an interchange judgment sharing agreement, a loss sharing agreement and an omnibus agreement, as
amended.
71
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
U.S. covered litigation consists of a number of matters that have been settled or otherwise fully or
substantially resolved, as well as the following:
• the Interchange Multidistrict Litigation. In re Payment Card Interchange Fee and Merchant Discount
Antitrust Litigation, 1:05-md-01720-JG-JO (E.D.N.Y.) or MDL 1720, including all cases currently included
in MDL 1720, any other case that includes claims for damages relating to the period prior to the
Company’s initial public offering (IPO) that has been or is transferred for coordinated or consolidated
pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise
included at any time in MDL 1720 by order of any court of competent jurisdiction;
• any claim that challenges the reorganization or the consummation thereof; provided that such claim is
transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the Judicial
Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of
competent jurisdiction; and
• any case brought after October 22, 2015 by a merchant that opted out of the Rule 23(b)(3) settlement
class in MDL 1720 that arises out of facts or circumstances substantially similar to those alleged in MDL
1720 and that is not transferred to or otherwise included in MDL 1720. See Note 20—Legal Matters.
U.S. litigation escrow agreement. In accordance with the U.S. litigation escrow agreement, the Company
maintains an escrow account, from which settlements of, or judgments in, the U.S. covered litigation are paid. The
amount of the escrow is determined by the board of directors and the Company’s litigation committee, all
members of which are affiliated with, or act for, certain Visa U.S.A. members. The accrual related to the U.S.
covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 20—
Legal Matters.
The following table presents the changes in the restricted cash equivalents—U.S. litigation escrow account:
For the Years Ended
September 30,
2023 2022
(in millions)
Balance as of beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,449 $ 894
Deposits into the U.S. litigation escrow account . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 850
Payments to opt-out merchants(1), net of interest earned on escrow funds . . . . (685) (295)
Balance as of end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,764 $ 1,449
(1) These payments are associated with the interchange multidistrict litigation. See Note 20—Legal Matters.
Conversion feature. Under the terms of the plan, when the Company funds the U.S. litigation escrow
account, the value of the Company’s class B common stock is subject to dilution through a downward adjustment
to the rate at which shares of class B common stock ultimately convert into shares of class A common stock. This
has the same economic effect on earnings per share as repurchasing the Company’s class A common stock,
because it reduces the class B conversion rate and consequently the as-converted class A common stock share
count with each deposit amount. See Note 15—Stockholders’ Equity.
Indemnification obligations. To the extent that amounts available under the U.S. litigation escrow
arrangement and other agreements in the plan are insufficient to fully resolve the U.S. covered litigation, the
Company will use commercially reasonable efforts to enforce the indemnification obligations of Visa U.S.A.’s
members for such excess amounts, including but not limited to enforcing indemnification obligations pursuant to
Visa U.S.A.’s certificate of incorporation and bylaws and in accordance with their membership agreements.
72
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Interchange judgment sharing agreement. Visa U.S.A. and Visa International Service Association (Visa
International) have entered into an interchange judgment sharing agreement with certain Visa U.S.A. members
that have been named as defendants in the interchange multidistrict litigation, which is described in Note 20—
Legal Matters. Under this judgment sharing agreement, Visa U.S.A. members that are signatories will pay their
membership proportion of the amount of a final judgment not allocated to the conduct of Mastercard.
Loss sharing agreement. Visa has entered into a loss sharing agreement with Visa U.S.A., Visa International
and certain Visa U.S.A. members. The loss sharing agreement provides for the indemnification of Visa U.S.A.,
Visa International and, in certain circumstances, Visa with respect to: (i) the amount of a final judgment paid by
Visa U.S.A. or Visa International in the U.S. covered litigation after the operation of the U.S. litigation escrow
arrangement, conversion feature of the Company’s class B common stock and interchange judgment sharing
agreement, plus any amounts reimbursable to the interchange judgment sharing agreement signatories; or (ii) the
damages portion of a settlement of a U.S. covered litigation that is approved as required under Visa U.S.A.’s
certificate of incorporation by the vote of Visa U.S.A.’s specified voting members. The several obligation of each
bank that is a party to the loss sharing agreement will equal the amount of any final judgment enforceable against
Visa U.S.A., Visa International or any other signatory to the interchange judgment sharing agreement, or the
amount of any approved settlement of a U.S. covered litigation, multiplied by such bank’s then-current
membership proportion as calculated in accordance with Visa U.S.A.’s certificate of incorporation.
On October 22, 2015, Visa entered into an amendment to the loss sharing agreement. The amendment
includes within the scope of U.S. covered litigation any action brought after the amendment by an opt-out from the
Rule 23(b)(3) Settlement Class in MDL 1720 that arises out of facts or circumstances substantially similar to those
alleged in MDL 1720 and that is not transferred to or otherwise included in MDL 1720. On the same date, Visa
entered into amendments to the interchange judgment sharing agreement and omnibus agreement that include
any such action within the scope of those agreements as well.
Omnibus agreement. Visa entered into an omnibus agreement with Mastercard and certain Visa U.S.A.
members that confirmed and memorialized the signatories’ intentions with respect to the loss sharing agreement,
the interchange judgment sharing agreement and other agreements relating to the interchange multidistrict
litigation, see Note 20—Legal Matters. Under the omnibus agreement, the monetary portion of any settlement of
the interchange multidistrict litigation covered by the omnibus agreement would be divided into a Mastercard
portion at 33.3333% and a Visa portion at 66.6667%. In addition, the monetary portion of any judgment assigned
to Visa-related claims in accordance with the omnibus agreement would be treated as a Visa portion. Visa would
have no liability for the monetary portion of any judgment assigned to Mastercard-related claims in accordance
with the omnibus agreement, and if a judgment is not assigned to Visa-related claims or Mastercard-related
claims in accordance with the omnibus agreement, then any monetary liability would be divided into a Mastercard
portion at 33.3333% and a Visa portion at 66.6667%. The Visa portion of a settlement or judgment covered by the
omnibus agreement would be allocated in accordance with specified provisions of the Company’s U.S.
retrospective responsibility plan. The litigation provision on the consolidated statements of operations was not
impacted by the execution of the omnibus agreement.
On August 26, 2014, Visa entered into an amendment to the omnibus agreement. The omnibus amendment
makes applicable to certain settlements in opt-out cases in the interchange multidistrict litigation the settlement-
sharing provisions of the omnibus agreement, pursuant to which the monetary portion of any settlement of the
interchange multidistrict litigation covered by the omnibus agreement would be divided into a Mastercard portion
at 33.3333% and a Visa portion at 66.6667%. The omnibus amendment also provides that in the event of
termination of the class settlement agreement, Visa and Mastercard would make mutually acceptable
arrangements so that Visa shall have received two-thirds and Mastercard shall have received one-third of the total
of (i) the sums paid to defendants as a result of the termination of the settlement agreement and (ii) the takedown
payments previously made to defendants.
73
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Europe Retrospective Responsibility Plan
UK loss sharing agreement. The Company has entered into a loss sharing agreement with Visa Europe and
certain of Visa Europe’s member financial institutions located in the United Kingdom (UK LSA members). Each of
the UK LSA members has agreed, on a several and not joint basis, to compensate the Company for certain
losses which may be incurred by the Company, Visa Europe or their affiliates as a result of certain existing and
potential litigation relating to the setting and implementation of domestic multilateral interchange fee rates in the
United Kingdom prior to the closing of the Visa Europe acquisition (Closing), subject to the terms and conditions
set forth therein and, with respect to each UK LSA member, up to a maximum amount of the up-front cash
consideration received by such UK LSA member. The UK LSA members’ obligations under the UK loss sharing
agreement are conditional upon, among other things, either (a) losses valued in excess of the sterling equivalent
on June 21, 2016 of €1.0 billion having arisen in UK covered claims (and such losses having reduced the
conversion rate of the series B preferred stock accordingly), or (b) the conversion rate of the series B preferred
stock having been reduced to zero pursuant to losses arising in claims relating to multilateral interchange fee rate
setting in the Visa Europe territory.
Litigation management deed. The Company has entered into a litigation management deed with Visa Europe
which sets forth the agreed upon procedures for the management of the VE territory covered litigation, the
allocation of losses resulting from this litigation (VE territory covered losses) between the series B and C preferred
stock, and any accelerated conversion or reduction in the conversion rate of the shares of series B and C
preferred stock. The litigation management deed applies only to VE territory covered litigation (and resultant
losses and liabilities). The litigation management deed provides that the Company will generally control the
conduct of the VE territory covered litigation, subject to certain obligations to report and consult with the litigation
management committee for VE territory covered litigation (VE Territory Litigation Management Committee). The
VE Territory Litigation Management Committee, which is composed of representatives of certain Visa Europe
members, has also been granted consent rights to approve certain material decisions in relation to the VE territory
covered litigation.
The Company obtained certain protections for VE territory covered losses through the series B and C
preferred stock, the UK loss sharing agreement, and the litigation management deed, (collectively Europe
retrospective responsibility plan). The plan covers VE territory covered litigation (and resultant liabilities and
losses) relating to the covered period, which generally refers to the period before the Closing. Visa’s protection
from the plan is further limited to 70% of any liabilities where the claim relates to inter-regional multilateral
interchange fee rates where the issuer is located outside the Visa Europe territory, and the merchant is located
within the Visa Europe territory. The plan does not protect the Company in Europe against all types of litigation or
remedies or fines imposed in competition law enforcement proceedings, only the interchange litigation specifically
covered by the plan’s terms.
Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have
an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory
covered losses through periodic adjustments to the class A common stock conversion rates applicable to the
series B and C preferred stock. The total amount of protection available through the preferred stock component of
the Europe retrospective responsibility plan is equivalent to the as-converted value of the preferred stock, which
can be calculated at any point in time as the product of: (a) the outstanding number of shares of preferred stock;
(b) the current conversion rate applicable to each class of preferred stock; and (c) Visa’s class A common stock
price. This amount differs from the value of the preferred stock recorded within stockholders’ equity on the
Company’s consolidated balance sheets. The book value of the preferred stock reflects its historical value
recorded at the Closing less VE territory covered losses recovered through a reduction of the applicable
conversion rate. The book value does not reflect changes in the underlying class A common stock price
subsequent to the Closing.
74
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Visa Inc. net income is not impacted by VE territory covered losses as long as the as-converted value of the
preferred stock is greater than the covered loss. VE territory covered losses are recorded when the loss is
deemed to be probable and reasonably estimable, or in the case of attorney’s fees, when incurred. Concurrently,
the Company records a reduction to stockholders’ equity, which represents the Company’s right to recover such
losses through adjustments to the conversion rate applicable to the preferred stock. The reduction to
stockholders’ equity is recorded in the contra-equity account right to recover for covered losses.
VE territory covered losses may be recorded before the corresponding adjustment to the applicable
conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period
unless a single, individual loss greater than €20 million is incurred, in which case, the six-month limitation does not
apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for
covered losses is then recorded against the book value of the preferred stock within stockholders’ equity.
As required by the litigation management deed, on June 21, 2022, the sixth anniversary of the Visa Europe
acquisition, Visa, in consultation with the VE Territory Litigation Management Committee, carried out a release
assessment. After the completion of this assessment, the Company released $3.5 billion of the as-converted
value from its series B and C preferred stock and issued 176,655 shares of series A preferred stock on July 29,
2022 (Sixth Anniversary Release). Each holder of a share of series B and C preferred stock received a number of
series A preferred stock equal to the applicable conversion adjustment divided by 100. The Company paid
$3 million in cash in lieu of issuing fractional shares of series A preferred stock. See Note 15—Stockholders’
Equity.
The following table presents the activities related to VE territory covered losses in preferred stock and right
to recover for covered losses within stockholders’ equity:
Preferred Stock
Right to Recover for
Series B Series C Covered Losses
(in millions)
Balance as of September 30, 2022 . . . . . . . . . . . . . . $ 460 $ 812 $ (35)
VE territory covered losses incurred(1) . . . . . . . . . . — — (136)
Recovery through conversion rate
adjustment(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19) (11) 31
Balance as of September 30, 2023 . . . . . . . . . . . . . $ 441 $ 801 $ (140)
Preferred Stock
Right to Recover for
Series B Series C Covered Losses
(in millions)
Balance as of September 30, 2021 . . . . . . . . . . . . . . $ 1,071 $ 1,523 $ (133)
VE territory covered losses incurred(1) . . . . . . . . . . — — (43)
Recovery through conversion rate adjustment . . . (135) (6) 141
Sixth Anniversary Release . . . . . . . . . . . . . . . . . . . (476) (705) —
Balance as of September 30, 2022 . . . . . . . . . . . . . . $ 460 $ 812 $ (35)
(1) VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 20—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.
75
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
The following table presents the as-converted value of the preferred stock available to recover VE territory
covered losses compared to the book value of preferred stock recorded in stockholders’ equity within the
Company’s consolidated balance sheets:
September 30,
2023 2022
As-converted As-converted
Value of Book Value of Value of Book Value of
Preferred Preferred Preferred Preferred
Stock (1),(2) Stock (1) Stock (1),(3) Stock(1)
(in millions)
Series B preferred stock . . . . . . . . . . . . . . . . . . . . . . . $ 1,676 $ 441 $ 1,309 $ 460
Series C preferred stock . . . . . . . . . . . . . . . . . . . . . . . 2,635 801 2,044 812
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,311 1,242 3,353 1,272
Less: right to recover for covered losses . . . . . . . . (140) (140) (35) (35)
Total recovery for covered losses available . . . . . $ 4,171 $ 1,102 $ 3,318 $ 1,237
(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 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.
(3) As of September 30, 2022, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of
the series B and C preferred stock outstanding, respectively; (b) 2.971 and 3.645, the class A common stock conversion rate applicable to
the series B and C preferred stock outstanding, respectively; and (c) $177.65, Visa’s class A common stock closing stock price.
76
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
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.
77
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
The amortized cost, unrealized gains and losses and fair value of debt securities were as follows:
Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows:
78
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
September 30,
2023
(in millions)
Due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,804
Due after one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,921
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,725
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.
The following table summarizes the total carrying value of the Company’s non-marketable equity securities
that were accounted for using the fair value measurement alternative and held as of September 30, 2023,
including cumulative unrealized gains and losses:
September 30,
2023
(in millions)
Initial cost basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 719
Adjustments:
Upward adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 899
Downward adjustments (including impairment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (445)
Carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,173
Unrealized gains and losses recognized during fiscal 2023 and 2022 that were included in the carrying
value of the Company’s non-marketable equity securities accounted for using the fair value measurement
alternative and still held as of September 30, 2023 and 2022, respectively, were as follows:
79
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Other financial instruments not measured at fair value. As of September 30, 2023, the carrying values of
settlement receivable and payable and customer collateral are an approximate fair value due to their generally
short maturities. If measured at fair value in the financial statements, these financial instruments would be
classified as Level 2 in the fair value hierarchy.
September 30,
2023 2022
(in millions)
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 71 $ 72
Buildings and building improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,022 1,003
Furniture, equipment and leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . 2,146 2,230
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 344 285
Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,197 5,291
Total property, equipment and technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,780 8,881
Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,355) (5,658)
Property, equipment and technology, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,425 $ 3,223
As of September 30, 2023 and 2022, accumulated amortization for technology was $3.4 billion and
$3.7 billion, respectively.
80
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
As of September 30, 2023, estimated future amortization expense on technology was as follows:
For the Years Ending September 30,
2024 2025 2026 2027 2028 Thereafter Total
(in millions)
Estimated future amortization expense . . . $ 605 $ 505 $ 341 $ 197 $ 84 $ 25 $ 1,757
For fiscal 2023, 2022 and 2021, depreciation and amortization expense related to property, equipment and
technology was $867 million, $771 million and $721 million, respectively.
September 30,
2023 2022
Accumulated Accumulated
Gross Amortization Net Gross Amortization Net
(in millions)
Finite-lived intangible assets:
Customer relationships . . . . . . . . . . . . . $ 829 $ (572) $ 257 $ 836 $ (513) $ 323
Trade names . . . . . . . . . . . . . . . . . . . . . 195 (172) 23 195 (159) 36
Reseller relationships . . . . . . . . . . . . . . 95 (95) — 95 (95) —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 (16) — 16 (16) —
Total finite-lived intangible assets . . . . 1,135 (855) 280 1,142 (783) 359
Indefinite-lived intangible assets:
Customer relationships and reacquired
rights . . . . . . . . . . . . . . . . . . . . . . . . . . 21,740 — 21,740 20,622 — 20,622
Visa trade name . . . . . . . . . . . . . . . . . . . 4,084 — 4,084 4,084 — 4,084
Total indefinite-lived intangible
assets . . . . . . . . . . . . . . . . . . . . . . . . . . 25,824 — 25,824 24,706 — 24,706
Total intangible assets . . . . . . . . . . . . . . $ 26,959 $ (855) $ 26,104 $ 25,848 $ (783) $ 25,065
For fiscal 2023, 2022 and 2021, amortization expense related to finite-lived intangible assets was
$76 million, $90 million and $83 million, respectively.
As of September 30, 2023, estimated future amortization expense on finite-lived intangible assets was as
follows:
81
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
The changes in goodwill were as follows:
For the Years Ended
September 30,
2023 2022
(in millions)
Balance as of beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,787 $ 15,958
Goodwill from acquisitions, net of adjustments . . . . . . . . . . . . . . . . . . . . — 2,320
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210 (491)
Balance as of end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,997 $ 17,787
Note 9—Leases
The Company entered into various operating lease agreements primarily for real estate. The Company’s
leases have original lease periods expiring between fiscal 2024 and 2035. For certain leases the Company has
options to extend the lease term for up to five years. Payments under the Company’s lease arrangements are
generally fixed.
As of September 30, 2023 and 2022, ROU assets included in other assets on the consolidated balance
sheets was $488 million and $480 million, respectively. As of September 30, 2023 and 2022, the current portion
of lease liabilities included in accrued liabilities on the consolidated balance sheets was $106 million and
$98 million, respectively, and the long-term portion included in other liabilities was $412 million and $422 million,
respectively.
During fiscal 2023, 2022 and 2021, total operating lease cost was $129 million, $117 million and $111 million
respectively. As of September 30, 2023 and 2022, the weighted-average remaining lease term for operating
leases was approximately six years and the weighted-average discount rate for operating leases was 2.43% and
2.15%, respectively.
As of September 30, 2023, the present value of future minimum lease payments was as follows:
Operating Leases
(in millions)
Fiscal:
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 123
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Total undiscounted lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568
Less: imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50)
Present value of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 518
During fiscal 2023, 2022 and 2021, ROU assets obtained in exchange for lease liabilities was $82 million,
$74 million and $96 million, respectively.
As of September 30, 2023, the Company had additional operating leases that had not yet commenced with
lease obligations of $433 million. These operating leases will commence in fiscal 2024 with non-cancellable lease
terms of 1 to 14 years.
82
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Note 10—Debt
Reported as:
Current maturities of debt . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 2,250
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,463 20,200
Total carrying value of debt . . . . . . . . . . . . . . . . . . . . . . . $ 20,463 $ 22,450
(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. See Note 1—
Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments.
Senior Notes
The Company’s outstanding senior notes are senior unsecured obligations of the Company, ranking equally
and ratably among themselves and with the Company’s existing and future unsecured and unsubordinated debt.
The senior notes are not secured by any assets of the Company and are not guaranteed by any of the Company’s
subsidiaries. As of September 30, 2023, the Company was in compliance with all related covenants. Each series
of senior notes may be redeemed as a whole or in part at the Company’s option at any time at specified
redemption prices. In addition, each series of the Euro notes may be redeemed as a whole at specified
redemption prices upon the occurrence of certain U.S. tax events.
83
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
During fiscal 2023, the Company repaid $2.25 billion of principal upon maturity of its senior notes due
December 2022.
As of September 30, 2023, future principal payments on the Company’s outstanding debt were as follows:
For the Years Ending September 30,
2024 2025 2026 2027 2028 Thereafter Total
(in millions)
Future principal payments . . . . . . . . . . . . . . $ — $ — $ 5,434 $ 2,750 $ — $ 12,752 $ 20,936
Visa maintains a commercial paper program to support its working capital requirements and for other general
corporate purposes. Under the program, the Company is authorized to issue up to $3.0 billion in outstanding
notes, with maturities up to 397 days from the date of issuance. As of September 30, 2023 and 2022, the
Company had no outstanding obligations under the program.
Credit Facility
In May 2023, the Company entered into an amended and restated credit agreement for a five-year,
unsecured $7.0 billion revolving credit facility, which will expire in May 2028. Interest on borrowings will be
charged at the applicable reference rate or an alternative base rate as defined in the credit agreement based on
the currency and type of the borrowing, plus an applicable margin based on the applicable credit rating of the
Company’s senior unsecured long-term debt. The Company has agreed to pay a commitment fee which will
fluctuate based on such applicable rating of the Company. As of September 30, 2023, the Company was in
compliance with all related covenants. This credit facility is maintained to ensure the integrity of the payment card
settlement process and for general corporate purposes. As of September 30, 2023 and 2022, the Company had
no amounts outstanding under the credit facility.
The Company sponsors qualified and non-qualified defined benefit pension and other postretirement benefit
plans that provide for retirement and medical benefits for all eligible employees residing in the U.S. The Company
also sponsors other pension benefit plans that provide benefits for internationally-based employees at certain
non-U.S. locations. The Company’s defined benefit pension and other postretirement benefit plans are actuarially
evaluated, incorporating various assumptions such as the discount rate and the expected rate of return on plan
assets. Disclosures below include U.S. pension plans and certain non-U.S. pension plans. The Company uses a
September 30 measurement date for its pension and other postretirement benefit plans.
The U.S. pension plans are closed to new entrants and frozen. However, existing plan participants continue
to earn interest credits on existing balances at the time of the freeze. Additionally, the Visa Europe plans are
closed to new entrants. However, future benefits continue to accrue for active participants.
The funded status of the Company’s defined benefit pension plans is substantially recorded in other assets
on the consolidated balance sheets and is measured as the difference between the fair value of plan assets and
the accumulated benefit obligation. As of September 30, 2023 and 2022, for U.S. pension plans, the fair value of
plan assets was $1.0 billion and $960 million, respectively, accumulated benefit obligation was $640 million and
$663 million, respectively, and the funded status was $374 million and $297 million, respectively. As of
September 30, 2023 and 2022, for non-U.S. pension plans, the fair value of plan assets was $317 million and
84
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
$327 million, respectively, accumulated benefit obligation was $287 million and $278 million, respectively, and
funded status was $30 million and $49 million, respectively.
As of September 30, 2023 and 2022, the amount recognized in accumulated other comprehensive income
(loss) before tax for U.S. pension plans was ($82) million and ($150) million, respectively. As of September 30,
2023 and 2022, the amount recognized in accumulated other comprehensive income (loss) before tax for
non-U.S. pension plans was ($87) million and ($35) million, respectively.
The Company sponsors a defined contribution plan, or 401(k) plan, that covers its employees residing in the
U.S. In fiscal 2023, 2022 and 2021, personnel expenses included $192 million, $161 million, and $141 million,
respectively, attributable to the Company’s employees under the 401(k) plan. The Company’s contributions to this
401(k) plan are funded on a current basis, and the related expenses are recognized in the period that the payroll
expenses are incurred.
The Company indemnifies its clients for settlement losses suffered due to failure of any other client to fund
its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk
for the Company due to the difference in timing between the date of a payment transaction and the date of
subsequent settlement.
Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee.
However, the Company’s future obligations, which could be material under its guarantees, are not determinable
as they are dependent upon future events.
The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any
point in time, which vary significantly day to day. For fiscal 2023, the Company’s maximum daily settlement
exposure was $126.9 billion and the average daily settlement exposure was $77.1 billion.
The Company maintains and regularly reviews global settlement risk policies and procedures to manage
settlement exposure, which may require clients to post collateral if certain credit standards are not met. The
Company held the following collateral to manage settlement exposure:
September 30,
2023 2022
(in millions)
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,005 $ 2,342
Pledged securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 411 213
Letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,738 1,582
Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,047 950
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,201 $ 5,087
As of September 30, 2023 and 2022, the aggregate notional amount of the Company’s derivative contracts
outstanding in its hedge program was $11.0 billion and $11.9 billion, respectively. As of September 30, 2023 and
2022, the aggregate notional amount of the derivative contracts not designated as hedging instruments was
$0.8 billion and $1.5 billion, respectively.
85
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
The following table shows the Company’s derivative instruments at gross fair value:
September 30,
Balance Sheet Location 2023 2022(1)
(in millions)
Assets
Designated as Hedging Instrument:
Foreign exchange forward
contracts . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . $ 100 $ 718
Cross-currency swaps . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 178 $ 378
Not Designated as Hedging
Instrument:
Foreign exchange forward
contracts . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . $ 15 $ 35
Liabilities
Designated as Hedging Instrument:
Foreign exchange forward
contracts . . . . . . . . . . . . . . . . . . . . . Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . $ 66 $ 49
Interest rate swaps . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . $ 314 $ 322
Not Designated as Hedging
Instrument:
Foreign exchange forward
contracts . . . . . . . . . . . . . . . . . . . . . Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . $ 16 $ 47
(1) The fiscal 2022 amounts have been revised to conform to the fiscal 2023 presentation.
For fiscal 2023, 2022 and 2021, the Company recognized an increase (decrease) in earnings related to
excluded forward points from forward contracts designated as net investment hedges and interest differentials
from swap agreements of ($25) million, $151 million and $156 million, respectively.
Cash flow hedges. For fiscal 2023 and 2022, the Company recognized pre-tax net gains (losses) from cash
flow hedges in other comprehensive income (loss) of ($126) million and $190 million, respectively. The amount
recognized in other comprehensive income (loss) was not material for fiscal 2021.
The Company estimates that $46 million of pre-tax net gains related to cash flow hedges recorded in
accumulated other comprehensive income (loss) as of September 30, 2023 will be reclassified into the
consolidated statements of operations within the next 12 months.
Net investment hedges. For fiscal 2023, 2022 and 2021, the Company recognized pre-tax net gains (losses)
in other comprehensive income (loss) related to net investment hedges of ($445) million, $845 million and
$20 million, respectively. As of September 30, 2023 and 2022, the Company designated €3.0 billion and
€1.2 billion, respectively, of Euro notes, a non-derivative financial instrument, as a hedge against a portion of the
Company’s Euro-denominated net investment in Visa Europe.
Credit and market risks. The Company’s derivative financial instruments are subject to both credit and
market risk. The Company monitors the credit-worthiness of the financial institutions that are counterparties to its
derivative financial instruments and does not consider the risks of counterparty nonperformance to be significant.
The Company mitigates this risk by entering into master netting agreements, and such agreements require each
party to post collateral against its net liability position with the respective counterparty. As of September 30, 2023,
the Company has received collateral of $91 million from counterparties, which is included in accrued liabilities on
86
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
the consolidated balance sheets, and posted collateral of $47 million, which is included in prepaid expenses and
other current assets on the consolidated balance sheets. Notwithstanding the Company’s efforts to manage
foreign exchange risk, there can be no absolute assurance that its hedging activities will adequately protect
against the risks associated with foreign currency fluctuations. As of September 30, 2023, credit and market risks
related to derivative instruments were not considered significant.
Note 14—Enterprise-wide Disclosures and Concentration of Business
The Company’s long-lived net property and equipment and ROU assets are classified by major geographic
areas as follows:
September 30,
2023 2022
(in millions)
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,286 $ 1,312
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 544 531
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,830 $ 1,843
Revenues by geographic market is primarily based on the location of the issuing financial institution. Net
revenues earned in the U.S. were approximately 43%, 44% and 46% of total net revenues in fiscal 2023, 2022,
and 2021, respectively. No individual country, other than the U.S., generated 10% or more of total net revenues in
these years.
In fiscal 2023, 2022 and 2021, the Company had one client that accounted for 11%, 10% and 11% of its total
net revenues, respectively.
Note 15—Stockholders’ Equity
As-converted class A common stock. The number of shares of each series and class, and the number of
shares of class A common stock on an as-converted basis were as follows:
September 30,
2023 2022
Conversion Conversion
Rate Into As-converted Rate Into As-converted
Class A Class A Class A Class A
Shares Common Common Shares Common Common
Outstanding Stock Stock(1) Outstanding Stock Stock(1)
(in millions, except conversion rate)
Series A preferred stock . . . . . . . . — (2) 100.0000 7 — (2) 100.0000 16
Series B preferred stock . . . . . . . . 2 2.9370 7 2 2.9710 7
Series C preferred stock . . . . . . . . 3 3.6290 11 3 3.6450 12
Class A common stock . . . . . . . . . 1,594 — 1,594 1,635 — 1,635
Class B common stock . . . . . . . . . 245 1.5875 (3) 390 245 1.6059 (3) 394
Class C common stock . . . . . . . . . 10 4.0000 38 10 4.0000 39
Total . . . . . . . . . . . . . . . . . . . . . . . . 2,047 2,103
(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.
87
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Series A preferred stock issuance. In July 2022, the Company issued 176,655 shares of series A preferred
stock in connection with the Sixth Anniversary Release. See Note 5—U.S. and Europe Retrospective
Responsibility Plans.
Reduction in as-converted shares. Under the terms of the U.S. retrospective responsibility plan, when the
Company funds the U.S. litigation escrow account, the value of the Company’s class B common stock is subject
to dilution through a downward adjustment to the rate at which shares of class B common stock ultimately convert
into shares of class A common stock. See Note 5—U.S. and Europe Retrospective Responsibility Plans.
The following table presents the reduction in the number of as-converted class B common stock after
deposits into the U.S. litigation escrow account under the U.S. retrospective responsibility plan for fiscal 2023 and
2022. There was no comparable adjustment recorded for class B common stock for fiscal 2021.
For the Years Ended September 30,
2023 2022
(in millions, except per share data)
Reduction in equivalent number of class A common stock . . . . . . . . . . . . . . . . . . . 5 4
Effective price per share(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 221.33 $ 205.06
Deposits into the U.S. litigation escrow account . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000 $ 850
(1) Effective price per share for the period represents the weighted-average price calculated using the effective prices per share of the
respective adjustments made during the period. Effective price per share for each adjustment is calculated using the volume-weighted
average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of
incorporation.
Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE
territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to
the series B and C preferred stock, and is required to undertake periodic release assessments following the
anniversary of the Visa Europe acquisition to determine if value should be released from the series B and C
preferred stock. The recovery and any releases of value have the same economic effect on earnings per share as
repurchasing the Company’s class A common stock because it reduces the series B and C preferred stock
conversion rates and consequently, reduces the as-converted class A common stock share count. See Note 5—
U.S. and Europe Retrospective Responsibility Plans.
The following table presents the reduction in the number of as-converted series B and C preferred stock after
the Company recovered VE territory covered losses through conversion rate adjustments and completed its Sixth
Anniversary Release:
For the Years Ended September 30,
2023 2022 2021
Series B Series C Series B Series C Series B Series C
(in millions, except per share data)
Reduction in equivalent number of class A
common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1) — (1) 8 10 — (1) — (1)
Effective price per share(2) . . . . . . . . . . . . . . . . . . . $219.12 $215.28 $197.93 $197.50 $220.84 $220.71
Recovery through conversion rate adjustment . . . $ 19 $ 11 $ 135 $ 6$ 35 $ 20
Sixth Anniversary Release . . . . . . . . . . . . . . . . . . . $ — $ — $ 1,510 $ 1,982 $ — $ —
(1) The reduction in equivalent number of shares of class A common stock was less than one million shares.
(2) Effective price per share for the period represents the weighted-average price calculated using the effective price per share of the
respective adjustments made during the period. Effective price per share for each adjustment is calculated using the volume-weighted
average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of
designations for its series B and C preferred stock.
88
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Common stock repurchases. The following table presents share repurchases in the open market:
For the Years Ended September 30,
2023 2022 2021
(in millions, except per share data)
Shares repurchased in the open market(1) . . . . . . . . . . . . . . . . . . . . . . . . 55 56 40
Average repurchase cost per share(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 222.27 $ 206.47 $ 219.03
Total cost(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,182 $ 11,589 $ 8,676
(1) Shares repurchased in the open market reflect repurchases that settled during fiscal 2023, 2022 and 2021. All shares repurchased in the
open market have been retired and constitute authorized but unissued shares.
(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 December 2021, the Company’s board of directors authorized a $12.0 billion share repurchase program
and in October 2022, authorized an additional $12.0 billion share repurchase program (October 2022 Program).
As of September 30, 2023, the Company’s October 2022 Program had remaining authorized funds of $5.0 billion.
All share repurchase programs authorized prior to the October 2022 Program have been completed. In October
2023, the Company’s board of directors authorized a new $25.0 billion share repurchase program, providing
multi-year flexibility. These authorizations have no expiration date.
Dividends. In fiscal 2023, 2022 and 2021, the Company declared and paid dividends of $3.8 billion,
$3.2 billion and $2.8 billion, respectively. On October 24, 2023, the Company’s board of directors declared a
quarterly cash dividend of $0.52 per share of class A common stock (determined in the case of class B and C
common stock and series A, B and C preferred stock on an as-converted basis), payable on December 1, 2023,
to all holders of record as of November 9, 2023.
Class B common stock. Under the current certificate of incorporation, the class B common stock is not
convertible or transferable until the date on which all of the U.S. covered litigation has been finally resolved. This
transfer restriction is subject to limited exceptions, including transfers to other holders of class B common stock.
After termination of the restrictions, the class B common stock will be convertible into class A common stock if
transferred to a person that was not a Visa Member (as defined in the current certificate of incorporation) or
similar person or an affiliate of a Visa Member or similar person. Upon such transfer, each share of class B
common stock will automatically convert into a number of shares of class A common stock based upon the
applicable conversion rate in effect at the time of such transfer.
Adjustment of the conversion rate occurs upon: (i) the completion of any follow-on offering of class A
common stock completed to increase the size of the U.S. litigation escrow account (or any cash deposit by the
Company in lieu thereof) resulting in a further corresponding decrease in the conversion rate; or (ii) the final
resolution of the U.S. covered litigation and the release of funds remaining on deposit in the U.S. litigation escrow
account to the Company resulting in a corresponding increase in the conversion rate. See Note 5—U.S. and
Europe Retrospective Responsibility Plans.
In September 2023, the Company announced that it was engaging with its common stockholders on the
subject of potential amendments to the certificate of incorporation that, if proposed, approved and implemented,
would authorize Visa to conduct an exchange offer program that would have the effect of releasing transfer
restrictions on portions of Visa’s Class B common stock prior to the final resolution of the U.S. covered litigation.
Class C common stock. There are no existing transfer restrictions on class C common stock.
Preferred stock. In connection with the Visa Europe acquisition, three series of preferred stock of the
Company were created. Upon issuance, all of the preferred stock participate on an as-converted basis in regular
quarterly cash dividends declared on the Company’s class A common stock. Preferred stock may be issued as
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
redeemable or non-redeemable, and has preference over any class of common stock with respect to the payment
of dividends and distribution of the Company’s assets in the event of a liquidation or dissolution.
The series B and C preferred stock is convertible upon certain conditions into shares of class A common
stock or series A preferred stock. The shares of series B and C preferred stock are subject to restrictions on
transfer and may become convertible in stages based on developments in the VE territory covered litigation. The
shares of series B and C preferred stock will become fully convertible on the 12th anniversary of the closing of the
Visa Europe acquisition, subject only to a holdback to cover any then-pending claims. Upon any such conversion
of the series B and C preferred stock (whether by such 12th anniversary, or thereafter with respect to claims
pending on such anniversary), the conversion rate would be adjusted downward and the holder would receive
either class A common stock or series A preferred stock (for those who are not eligible to hold class A common
stock pursuant to the Company’s certificate of incorporation). The conversion rates may also be reduced from
time to time to offset certain liabilities.
The series A preferred stock, generally designed to be economically equivalent to the Company’s class A
common stock, is freely transferable and each share of series A preferred stock will automatically convert into 100
shares of class A common stock upon a transfer to any holder that is eligible to hold class A common stock under
the charter. See Note 5—U.S. and Europe Retrospective Responsibility Plans.
Voting rights. The holders of the series B and C preferred stock have no right to vote on any matters, except
for certain defined matters, including, in specified circumstances, any consolidation, merger, combination or
similar transaction of the Company in which the preferred stockholders would either (i) receive shares of common
stock or other equity securities of the Company with preferences, rights and privileges that are not substantially
identical to the preferences, rights and privileges of the applicable series of preferred stock or (ii) receive
securities, cash or other property that is different from what the Company’s class A common stockholders would
receive. With respect to these limited matters on which the holders of preferred stock may vote, approval by the
preferred stockholders requires the affirmative vote of the outstanding voting power of each such series of
preferred stock, each such series voting as a single class. In either case, the series B and C preferred
stockholders are entitled to cast a number of votes equal to the number of shares held by each such holder.
Holders of the series A preferred stock, upon issuance at conversion, will have similar voting rights to the rights of
the holders of the series B and C preferred stock.
Class A common stockholders have the right to vote on all matters on which stockholders generally are
entitled to vote. Class B and C common stockholders have no right to vote on any matters, except for certain
defined matters, including (i) any decision to exit the core payments business, in which case the class B and C
common stockholders will vote together with the class A common stockholders in a single class, (ii) in specified
circumstances, any consolidation, merger, combination or similar transaction of the Company, in which case the
class B and C common stockholders will vote together as a single class, and (iii) the approval of certain
amendments to the Company’s certificate of incorporation, in which case class A, B and C common stockholders
will vote as a separate class, including if such amendments affect the terms of class B or C common stock. In
these cases, the class B and C common stockholders are entitled to cast a number of votes equal to the number
of shares of class B or C common stock held multiplied by the applicable conversion rate in effect on the record
date. Holders of the Company’s common stock have no right to vote on any amendment to the current certificate
of incorporation that relates solely to any series of preferred stock.
90
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Note 16—Earnings Per Share
The following table presents earnings per share for fiscal 2023:
Basic Earnings Per Share Diluted Earnings Per Share
Weighted- Weighted-
Income Average Earnings per Income Average Earnings per
Allocation Shares Share = Allocation Shares Share =
(A)(1) Outstanding (B) (A)/(B)(2) (A)(1) Outstanding (B) (A)/(B)(2)
(in millions, except per share data)
Class A common stock . . . . . . . . $ 13,415 1,618 $ 8.29 $ 17,273 2,085 (3) $ 8.28
Class B common stock . . . . . . . . 3,254 245 $ 13.26 $ 3,251 245 $ 13.24
Class C common stock . . . . . . . . 320 10 $ 33.17 $ 319 10 $ 33.13
Participating securities . . . . . . . . . 284 Not presented Not presented $ 284 Not presented Not presented
Net income . . . . . . . . . . . . . . . . . . $ 17,273
The following table presents earnings per share for fiscal 2022:
Basic Earnings Per Share Diluted Earnings Per Share
Weighted- Weighted-
Income Average Earnings per Income Average Earnings per
Allocation Shares Share = Allocation Shares Share =
(A)(1) Outstanding (B) (A)/(B)(2) (A)(1) Outstanding (B) (A)/(B)(2)
(in millions, except per share data)
Class A common stock . . . . . . . . . $ 11,569 1,651 $ 7.01 $ 14,957 2,136 (3) $ 7.00
Class B common stock . . . . . . . . . 2,781 245 $ 11.33 $ 2,778 245 $ 11.31
Class C common stock . . . . . . . . 280 10 $ 28.03 $ 280 10 $ 28.00
Participating securities . . . . . . . . . 327 Not presented Not presented $ 326 Not presented Not presented
Net income . . . . . . . . . . . . . . . . . . $ 14,957
The following table presents earnings per share for fiscal 2021:
Basic Earnings Per Share Diluted Earnings Per Share
Weighted- Weighted-
Income Average Earnings per Income Average Earnings per
Allocation Shares Share = Allocation Shares Share =
(A)(1) Outstanding (B) (A)/(B)(2) (A)(1) Outstanding (B) (A)/(B)(2)
(in millions, except per share data)
Class A common stock . . . . . . . . . $ 9,527 1,691 $ 5.63 $ 12,311 2,188 (3) $ 5.63
Class B common stock . . . . . . . . . 2,244 245 $ 9.14 $ 2,242 245 $ 9.13
Class C common stock . . . . . . . . . 237 10 $ 22.53 $ 236 10 $ 22.51
Participating securities . . . . . . . . . 303 Not presented Not presented $ 303 Not presented Not presented
Net income . . . . . . . . . . . . . . . . . . $ 12,311
(1) The weighted-average number of shares of as-converted class B common stock used in the income allocation was 392 million, 397 million
and 398 million for fiscal 2023, 2022 and 2021, respectively. The weighted-average number of shares of as-converted class C common
stock used in the income allocation was 39 million, 40 million and 42 million for fiscal 2023, 2022 and 2021, respectively. The weighted-
average number of shares of preferred stock included within participating securities was 10 million, 8 million and 12 million of as-converted
series A preferred stock for fiscal 2023, 2022 and 2021, respectively, 7 million, 14 million and 16 million of as-converted series B preferred
stock for fiscal 2023, 2022 and 2021, respectively, and 11 million, 20 million and 22 million of as-converted series C preferred stock for
fiscal 2023, 2022 and 2021, respectively.
(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 each of fiscal 2023, 2022
and 2021.
91
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
For fiscal 2023, 2022 and 2021, the Company recorded share-based compensation cost related to the EIP of
$734 million, $571 million and $518 million, respectively, in personnel expense on its consolidated statements of
operations. The related tax benefits for fiscal 2023, 2022 and 2021 were $112 million, $82 million and $73 million,
respectively.
Options
Options issued under the EIP expire 10 years from the date of grant and primarily vest ratably over three
years from the date of grant, subject to earlier vesting in full under certain conditions.
The fair value of each stock option was estimated on the date of grant using a Black-Scholes option pricing
model with the following weighted-average assumptions:
For the Years Ended September 30,
2023 2022 2021
92
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Weighted-
Average
Weighted- Remaining Aggregate
Average Contractual Intrinsic
Exercise Price Term Value(1)
Options Per Share (in years) (in millions)
During fiscal 2023, 2022 and 2021, the total intrinsic value of options exercised was $134 million, $56 million
and $124 million, respectively, and the tax benefit realized was $28 million, $11 million and $23 million,
respectively. As of September 30, 2023, there was $25 million of total unrecognized compensation cost related to
unvested options, which is expected to be recognized over a weighted-average period of approximately 0.38 year.
RSUs issued under the EIP primarily vest ratably over three years from the date of grant, subject to earlier
vesting in full under certain conditions. Upon vesting, RSUs can be settled in class A common stock on a
one-for-one basis or in cash, or a combination thereof, at the Company’s option. The Company does not currently
intend to settle any RSUs in cash. During the vesting period, RSU award recipients are eligible to receive dividend
equivalents, but do not participate in the voting rights granted to the holders of the underlying class A common
stock.
The fair value and compensation cost before estimated forfeitures is calculated using the closing price of
class A common stock on the date of grant. During fiscal 2023, 2022 and 2021, the weighted-average grant date
fair value of RSUs granted was $212.94, $204.73 and $209.00, respectively. During fiscal 2023, 2022 and 2021,
the total grant date fair value of RSUs vested was $486 million, $380 million and $331 million, respectively.
93
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Weighted-
Average
Weighted- Remaining Aggregate
Average Contractual Intrinsic
Grant Date Term Value(1)
Units Fair Value (in years) (in millions)
(1) Calculated by multiplying the closing stock price on the last trading day of fiscal 2023 of $230.01 by the number of instruments.
As of September 30, 2023, there was $745 million of total unrecognized compensation cost related to
unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.96 year.
Performance-based Shares
For the Company’s performance-based shares, in addition to service conditions, the ultimate number of
shares to be earned depends on the achievement of both performance and market conditions. The performance
condition is based on the Company’s earnings per share target. The market condition is based on the Company’s
total shareholder return ranked against that of other companies that are included in the Standard & Poor’s 500
Index.
The fair value of each performance-based shares incorporating the market condition was estimated on the
date of grant using a Monte Carlo simulation model with the following weighted-average assumptions:
Performance-based shares vest over three years and are subject to earlier vesting in full under certain
conditions. During fiscal 2023, 2022 and 2021, the total grant date fair value of performance-based shares vested
and earned was $44 million, $49 million and $47 million, respectively. Compensation cost for performance-based
shares is initially estimated based on target performance. It is recorded net of estimated forfeitures and adjusted
as appropriate throughout the performance period.
94
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
The following table summarizes the maximum number of performance-based shares which could be earned
and related activity:
Weighted-
Average
Weighted- Remaining Aggregate
Average Contractual Intrinsic
Grant Date Term Value(1)
Shares Fair Value (in years) (in millions)
(1) Calculated by multiplying the closing stock price on the last trading day of fiscal 2023 of $230.01 by the number of instruments.
(2) Represents the maximum number of performance-based shares which could be earned.
As of September 30, 2023, there was $81 million of total unrecognized compensation cost related to
unvested performance-based shares, which is expected to be recognized over a weighted-average period of
approximately one year.
Note 18—Commitments
The Company has software licenses throughout the world with varying expiration dates. As of September 30,
2023, future minimum payments on software licenses were as follows:
The Company’s income before income taxes by fiscal year consisted of the following:
For fiscal 2023, 2022 and 2021, U.S. income before income taxes included $4.2 billion, $3.6 billion, and
$3.1 billion, respectively, of the Company’s U.S. entities’ income from operations outside of the U.S.
95
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
The following table presents the components of deferred tax assets and liabilities:
September 30,
2023 2022
(in millions)
Deferred Tax Assets:
Accrued compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 212 $ 172
Accrued litigation obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365 331
Client incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 630 442
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232 117
Comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 21
Federal benefit of state taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125 133
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 71
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (149) (120)
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,553 1,167
Deferred Tax Liabilities:
Property, equipment and technology, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (350) (450)
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,063) (5,788)
Unrealized gains on equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (103) (124)
Foreign taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25) (50)
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,541) (6,412)
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (4,988) $ (5,245)
As of September 30, 2023 and 2022, net deferred tax assets of $126 million and $87 million, respectively,
were reflected in other assets on the consolidated balance sheets.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not
that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax
assets is dependent upon the generation of future taxable income during the periods in which those temporary
96
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
differences are deductible. The fiscal 2023 and 2022 valuation allowances relate primarily to foreign net operating
losses from subsidiaries acquired in recent years.
As of September 30, 2023, the Company had $1.0 billion of foreign net operating loss carryforwards, which
may be carried forward indefinitely.
The following table presents a reconciliation of the income tax provision to the amount of income tax
determined by applying the U.S. federal statutory income tax rate to income before income taxes:
For the Years Ended September 30,
2023 2022 2021
(in millions, except percentages)
U.S. federal income tax at statutory rate . . . . . . $ 4,418 21 % $ 3,809 21 % $ 3,373 21 %
State income taxes, net of federal benefit . . . . . 245 1% 216 1% 222 1%
Non-U.S. tax effect, net of federal benefit . . . . . (758) (3 %) (588) (3 %) (505) (3 %)
Remeasurement of deferred tax balances . . . . . — —% — —% 1,007 6%
Reassessment of an uncertain tax position . . . . (142) (1 %) — —% — —%
Conclusion of audits . . . . . . . . . . . . . . . . . . . . . . . — —% — —% (255) (2 %)
State tax apportionment position . . . . . . . . . . . . . — —% (176) (1 %) — —%
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 —% (82) —% (90) —%
Income tax provision . . . . . . . . . . . . . . . . . . . . . $ 3,764 18 % $ 3,179 18 % $ 3,752 23 %
In fiscal 2023 and fiscal 2022, the effective income tax rates 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.
In fiscal 2022 and fiscal 2021, the effective income tax rates were 18% and 23%, respectively. The effective
income tax rate in fiscal 2022 differs from the effective income tax rate in fiscal 2021 primarily due to the following:
• 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;
• during fiscal 2021, a $1.0 billion non-recurring, non-cash tax expense related to the remeasurement of UK
deferred tax liabilities as a result of the increase in UK tax rate from 19% to 25%, effective April 1, 2023;
and
• during fiscal 2021, $255 million of tax benefits recognized as a result of the conclusion of audits by taxing
authorities.
As of September 30, 2023 and 2022, current income taxes receivable of $206 million and $190 million,
respectively, were included in prepaid expenses and other current assets; non-current income taxes receivable of
$961 million and $1.0 billion, respectively, were included in other assets; income taxes payable of $1.5 billion and
$365 million, respectively, were included in accrued liabilities; and accrued income taxes of $1.9 billion and
$2.3 billion, respectively, were included in other liabilities on the consolidated balance sheets.
The Company’s operating hub in the Asia Pacific region is located in Singapore. It was subject to a tax
incentive, effective October 1, 2008 through September 30, 2023, conditional upon meeting certain business
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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
operations and employment thresholds in Singapore. In fiscal 2023, 2022 and 2021, the tax incentive decreased
Singapore tax by $468 million, $362 million and $273 million, and the gross benefit of the tax incentive on diluted
earnings per share was $0.22, $0.17 and $0.12, respectively.
The Company is required to inventory, evaluate and measure all uncertain tax positions taken or to be taken
on tax returns, and to record liabilities for the amount of such positions that may not be sustained, or may only
partially be sustained, upon examination by the relevant taxing authorities.
As of September 30, 2023, 2022 and 2021, the Company’s total gross unrecognized tax benefits were
$3.5 billion, $2.7 billion and $2.5 billion, respectively, exclusive of interest and penalties described below. Included
in the $3.5 billion, $2.7 billion and $2.5 billion are $1.6 billion, $1.3 billion and $1.3 billion of unrecognized tax
benefits, respectively, that if recognized, would reduce the effective tax rate in a future period.
The following table presents a reconciliation of beginning and ending unrecognized tax benefits by fiscal
year:
2023 2022 2021
(in millions)
Balance as of beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,683 $ 2,488 $ 2,579
Increase in unrecognized tax benefits related to prior years . . . . . . . . . . 515 10 34
Decrease in unrecognized tax benefits related to prior years . . . . . . . . . (190) (143) (386)
Increase in unrecognized tax benefits related to current year . . . . . . . . . 510 350 326
Decrease related to settlements with taxing authorities . . . . . . . . . . . . . . (17) (19) (63)
Reduction related to lapsing statute of limitations . . . . . . . . . . . . . . . . . . . (4) (3) (2)
Balance as of end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,497 $ 2,683 $ 2,488
The increases in unrecognized tax benefits include refund claims filed during the year, an increase in gross
timing differences, and various tax positions across several jurisdictions. The decrease in unrecognized tax
benefits primarily includes the reassessment of an uncertain tax position as a result of new information obtained
during an ongoing tax examination, as mentioned above.
In fiscal 2023, 2022 and 2021, the Company recognized $34 million, $15 million and $1 million of net interest
expense, respectively, related to uncertain tax positions. In fiscal 2023 and 2021, the Company accrued no
significant penalties and in fiscal 2022, the Company reversed accrued penalties of $31 million related to
uncertain tax positions. As of September 30, 2023 and 2022, the Company had accrued interest of $271 million
and $238 million, respectively, and no significant accrued penalties related to uncertain tax positions.
The Company’s U.S. federal income tax returns for fiscal 2016 through 2018 are currently under
examination. For fiscal 2008 through 2015, one unresolved issue related to an income tax deduction remains.
During fiscal 2022, the Company completed the administrative appeals process for this issue without reaching a
settlement with the Internal Revenue Service. The Company is evaluating its next steps. Except for the
unresolved issue, the federal statute of limitations has expired for fiscal years prior to 2016.
The Company’s California income tax returns for fiscal 2012 through 2015 are currently under examination
and refund claims filed for fiscal 2006 through 2011 are currently under administrative appeal. Except for the
refund claims, the California statute of limitations has expired for fiscal years prior to 2012.
The India tax authorities completed the assessment of the Company’s income tax returns for the taxable
years falling within the period from fiscal 2010 to 2021 and made certain adjustments. The Company objected to
these adjustments and filed appeals to the appellate authorities.
98
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
The Company is also subject to examinations by various state and foreign tax authorities. All material state
and foreign tax matters have been concluded for years through fiscal 2007. The timing and outcome of the final
resolutions of the federal, state and foreign 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.
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.
Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the
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.
99
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
The following table summarizes the accrual activity related to U.S. covered litigation:
During fiscal 2023, the Company recorded additional accruals of $906 million and deposited $1.0 billion into
the U.S. litigation escrow account to address claims of certain merchants who opted out of the Amended
Settlement Agreement (as described herein). The accrual balance is consistent with the Company’s best estimate
of its share of a probable and reasonably estimable loss with respect to the U.S. covered litigation. While this
estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably
estimable loss or range of such loss could materially vary based on developments in the litigation. The Company
will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the
litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated
resolutions cannot be reached.
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:
100
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Beginning in May 2005, a series of complaints (the majority of which were styled as class actions) were filed
in U.S. federal district courts by merchants against Visa U.S.A., Visa International and/or Mastercard, and in some
cases, certain U.S. financial institutions. The Judicial Panel on Multidistrict Litigation issued an order transferring
the cases to the U.S. District Court for the Eastern District of New York (Court) for coordination of pre-trial
proceedings in MDL 1720. A group of purported class plaintiffs subsequently filed amended and supplemental
class complaints. The individual and class complaints generally challenged, among other things, Visa’s and
Mastercard’s purported setting of interchange reimbursement fees, their “no surcharge” and honor-all-cards rules,
alleged tying and bundling of transaction fees, and Visa’s reorganization and IPO, under the federal antitrust laws
and, in some cases, certain state unfair competition laws. The complaints sought money damages, declaratory
and injunctive relief, attorneys’ fees and, in one instance, an order that the IPO be unwound.
Visa Inc., Visa U.S.A., Visa International, Mastercard Incorporated, Mastercard International Incorporated,
various U.S. financial institution defendants, and the class plaintiffs signed a settlement agreement (2012
Settlement Agreement) to resolve the class plaintiffs’ claims. Pursuant to the 2012 Settlement Agreement, the
Company deposited approximately $4.0 billion from the U.S. litigation escrow account and approximately
$500 million attributable to interchange reductions for an eight-month period into court-authorized settlement
accounts. Visa subsequently received from the Court and deposited into the Company’s U.S. litigation escrow
account “takedown payments” of approximately $1.1 billion.
On June 30, 2016, the U.S. Court of Appeals for the Second Circuit vacated the lower court’s certification of
the merchant class, reversed the approval of the settlement, and remanded the case to the lower court for further
proceedings.
On remand, the district court entered an order appointing interim counsel for two putative classes of
plaintiffs, a “Damages Class” and an “Injunctive Relief Class.” The plaintiffs purporting to act on behalf of the
putative Damages Class subsequently filed a Third Consolidated Amended Class Action Complaint, seeking
money damages and attorneys’ fees, among other relief. A new group of purported class plaintiffs, acting on
behalf of the putative Injunctive Relief Class, filed a class action complaint against Visa, Mastercard, and certain
bank defendants seeking, among other things, an injunction against the setting of default interchange rates;
against certain Visa operating rules relating to merchants, including the honor-all-cards rule; and against various
transaction fees, including the fixed acquirer network fee, as well as attorneys’ fees.
On September 17, 2018, Visa, Mastercard, and certain U.S. financial institutions reached an agreement with
plaintiffs purporting to act on behalf of the putative Damages Class to resolve all Damages Class claims (Amended
Settlement Agreement). The Amended Settlement Agreement supersedes the 2012 Settlement Agreement and
includes, among other terms, a release from participating class members for liability arising out of conduct alleged by
the Damages Class in the litigation, including claims that accrue no later than five years after the Amended
Settlement Agreement becomes final. Participating class members will not release injunctive relief claims as a
named representative or non-representative class member in the putative Injunctive Relief Class. The Amended
Settlement Agreement also required an additional settlement payment from all defendants totaling $900 million, with
the Company’s share of $600 million paid from the Company’s litigation escrow account established pursuant to the
Company’s retrospective responsibility plan. See Note 5—U.S. and Europe Retrospective Responsibility Plans. The
additional settlement payment was added to the approximately $5.3 billion previously deposited into settlement
accounts by the defendants pursuant to the 2012 Settlement Agreement.
101
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Certain merchants in the proposed settlement class objected to the settlement and/or submitted requests to
opt out of the settlement class. On December 13, 2019, the district court granted final approval of the Amended
Settlement Agreement, which was subsequently appealed. Based on the percentage of class members (by
payment volume) that opted out of the class, $700 million was returned to defendants. Visa’s portion of the
takedown payment, approximately $467 million, was deposited into the U.S. litigation escrow account. On
March 15, 2023, the U.S. Court of Appeals for the Second Circuit affirmed the final approval of the Amended
Settlement Agreement by the district court. On August 3, 2023, the district court entered an order appointing a
special master to resolve matters arising out of or relating to the Amended Settlement Agreement’s plan of
administration.
On May 29, 2020, a complaint was filed by Old Jericho Enterprise, Inc. against Visa and Mastercard on
behalf of a purported class of gasoline retailers operating in 24 states and the District of Columbia. On April 28,
2021, a complaint was filed by Hayley Lanning and others, and on June 16, 2021, a complaint was filed by Camp
Grounds Coffee and others, each against Visa and Mastercard on behalf of a purported class of merchants
located in 25 states and the District of Columbia who have taken payment using the Square card acceptance
service. Each of these complaints alleges violations of the antitrust laws of those jurisdictions and seeks recovery
for plaintiffs as indirect purchasers. To the extent these plaintiffs’ claims are not released by the Amended
Settlement Agreement, Visa believes they are covered by the U.S. Retrospective Responsibility Plan.
On June 1, 2020, Visa, jointly with other defendants, served a motion for summary judgment regarding the
claims in the Injunctive Relief Class complaint. The putative Injunctive Relief Class plaintiffs served a motion for
partial summary judgment. On September 27, 2021, the district court certified without opt out rights an Injunctive
Relief Class consisting of all merchants that accept Visa or Mastercard credit or debit cards in the United States
at any time between December 18, 2020 and entry of final judgment.
Since May 2013, more than 50 cases have been filed in or removed to various federal district courts by
hundreds of merchants generally pursuing damages claims on allegations similar to those raised in MDL 1720.
The cases name as defendants Visa Inc., Visa U.S.A., Visa International, Mastercard Incorporated and
Mastercard International Incorporated, although some also include certain U.S. financial institutions as
defendants. A number of the cases include allegations that Visa has monopolized, attempted to monopolize, and/
or conspired to monopolize debit card-related market segments. Some of the cases seek an injunction against the
setting of default interchange rates; certain Visa operating rules relating to merchants, including the
honor-all-cards rule; and various transaction fees, including the fixed acquirer network fee. In addition, some
cases assert that Visa, Mastercard and/or their member banks conspired to prevent the adoption of chip-and-PIN
authentication in the U.S. or otherwise circumvent competition in the debit market. Certain individual merchants
have filed amended complaints to, among other things, add claims for injunctive relief and update claims for
damages.
In addition to the cases filed by individual merchants, Visa, Mastercard, and/or certain U.S. financial
institution defendants in MDL 1720 filed complaints against certain merchants in the Eastern District of New York
seeking, in part, a declaration that Visa’s conduct did not violate federal or state antitrust laws.
The individual merchant actions described in this section have been either assigned to the judge presiding
over MDL 1720, have been transferred, or are being considered for transfer by the Judicial Panel on Multidistrict
Litigation for inclusion in MDL 1720. These individual merchant actions are U.S. covered litigation for purposes of
the U.S. retrospective responsibility plan. See Note 5—U.S. and Europe Retrospective Responsibility Plans.
102
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Visa has reached settlements with a number of merchants representing approximately 72% of the Visa-
branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the
Damages Class plaintiffs.
On June 1, 2020 and July 14, 2023, Visa, jointly with other defendants, served motions for summary
judgment regarding the claims in certain of the individual merchant actions, as well as certain declaratory
judgment claims brought by Visa, Mastercard, and some U.S. financial institutions. Plaintiffs in certain of the
individual merchant actions served motions for partial summary judgment. On October 9, 2022, defendants’
motion for summary judgment regarding damages for EMV-related chargebacks was denied.
The Company believes it has substantial defenses to the claims asserted in the putative class actions and
individual merchant actions, but the final outcome of individual legal claims is inherently unpredictable. The
Company could incur judgments, enter into settlements or revise its expectations regarding the outcome of
merchants’ claims, and such developments could have a material adverse effect on the Company’s financial
results in the period in which the effect becomes probable and reasonably estimable. While the U.S. retrospective
responsibility plan is designed to address monetary liability in these matters, see Note 5—U.S. and Europe
Retrospective Responsibility Plans, judgments or settlements that require the Company to change its business
practices, rules, or contractual commitments could adversely affect the Company’s financial results.
On December 30, 2022, a putative class action was filed in California state court against Visa, Mastercard,
and certain financial institutions on behalf of all Visa and Mastercard cardholders in California who made a
purchase using a Visa-branded or Mastercard-branded payment card in California from January 1, 2004. Plaintiffs
primarily allege a conspiracy to fix interchange fees and seek injunctive relief, attorneys’ fees and damages as
direct and indirect purchasers based on alleged violations of California law. On January 11, 2023, plaintiffs filed
an amended complaint asserting the same claims as asserted in the prior complaint. On January 30, 2023, Visa
removed the action to federal court, and the Judicial Panel on Multidistrict Litigation subsequently issued an order
transferring the case to MDL 1720. On June 15, 2023, plaintiffs’ motion to remand the case to California state
court was denied, and plaintiffs appealed. On July 28, 2023, defendants filed a motion to dismiss that appeal,
which was granted on November 14, 2023.
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. They seek damages for alleged anti-competitive conduct in relation to one or more of the following
types of interchange fees for credit and debit card transactions: UK domestic, Irish domestic, other European
domestic, intra-European Economic Area and/or other inter-regional. As of the filing date, Visa has settled the
claims asserted by over 175 Merchants, and there are approximately 900 Merchants with outstanding claims. In
addition, over 30 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. While
the amount of interchange being challenged could be substantial, these claims have not yet been filed and their
full scope is not yet known. The Company has learned that several additional European entities have indicated
they may also bring similar claims, and the Company anticipates additional claims in the future.
103
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
A trial took place from November 2016 to March 2017, relating to claims asserted by one Merchant. In
judgments published in November 2017 and February 2018, the court found as to that Merchant that Visa’s UK
domestic interchange did not restrict competition, but that if it had been found to restrict competition, it would not
be exemptible under applicable law. On July 4, 2018, the Court of Appeal overturned the lower court’s rulings,
finding that Visa’s UK domestic interchange restricted competition and the question of whether Visa’s UK
domestic interchange was exempt from the finding of restriction under applicable law had been incorrectly
decided. Following an appeal to the Supreme Court of the United Kingdom, on June 17, 2020, the Supreme Court
found that Visa’s UK domestic interchange restricted competition under applicable competition law. On
September 30, 2021, Visa reached a confidential settlement agreement resolving one Merchant’s claims.
On November 26, 2021, with respect to certain pending Merchant claims, the UK Competition Appeal
Tribunal (CAT) found that UK and certain other domestic and intra-European Economic Area consumer
interchange fees before the introduction of the Interchange Fee Regulation (IFR) were a restriction of competition,
but that the question of whether those fees, along with inter-European Economic Area fees, are a restriction of
competition after the introduction of the IFR would need to be resolved at trial. Whether any interchange fees are
exempt from the finding of restriction under applicable law and the assessment of damages, if any, will also need
to be considered at trial. On October 4, 2022, the UK Court of Appeal affirmed the CAT’s ruling.
On June 1, 2022, two class action claims were filed against Visa with the CAT on behalf of UK businesses
that accepted Visa-branded payment cards at any time since June 1, 2016, alleging that UK domestic, intra-
European Economic Area, and inter-regional interchange fees on commercial credit cards, and inter-regional
interchange fees on consumer cards, are anti-competitive. The Europe retrospective responsibility plan covers
liabilities and losses relating to the covered period, which generally refers to the period before the closing of the
Visa Europe acquisition. On June 8, 2023, the UK Competition Appeal Tribunal denied class certification in the
two class action claims.
The full scope of potential damages is not yet known because not all Merchant claims have been served and
Visa has substantial defenses. However, the claims that have been issued, served and/or preserved, seek
several billion dollars in damages.
Other Litigation
On November 14, 2021, a motion to certify a class action was filed against Visa and Mastercard in the Israel
Central District Court. The motion asserts that interchange fees on cross-border transactions in Israel and the
Honor All Cards rule are anti-competitive and seeks damages and injunctive relief.
Other Litigation
National ATM Council Class Action. In October 2011, the National ATM Council and thirteen non-bank ATM
operators filed a purported class action lawsuit against Visa (Visa Inc., Visa International, Visa U.S.A. and Plus
System, Inc.) and Mastercard in the U.S. District Court for the District of Columbia. The complaint challenges
Visa’s rule (and a similar Mastercard rule) that if an ATM operator chooses to charge consumers an access fee
for a Visa or Plus transaction, that fee cannot be greater than the access fee charged for transactions on other
networks. Plaintiffs claim that the rule violates Section 1 of the Sherman Act and seek treble damages, injunctive
relief, and attorneys’ fees. On August 4, 2021, the district court granted plaintiffs’ motion for class certification. On
July 25, 2023, the U.S. Court of Appeals for the District of Columbia affirmed the district court’s class certification
decision, and on September 27, 2023, defendants’ petition for rehearing en banc was denied.
104
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
Consumer Class Actions. In October 2011, a purported consumer class action was filed against Visa and
Mastercard in the same federal court challenging the same ATM access fee rules. Two other purported consumer
class actions challenging the rules, later combined, were also filed in October 2011 in the same federal court
naming Visa, Mastercard and three financial institutions as defendants. Plaintiffs seek treble damages, restitution,
injunctive relief, and attorneys’ fees where available under federal and state law, including under Section 1 of the
Sherman Act and consumer protection statutes. On August 4, 2021, the district court granted plaintiffs’ motion for
class certification in each case. On August 8, 2022, in the case in which the three financial institutions were
named, the district court granted plaintiffs’ motion for final approval of a class action settlement with those
institutions and entered final judgments of dismissal as to those institutions. On July 25, 2023, the U.S. Court of
Appeals for the District of Columbia affirmed the district court’s class certification decision, and on September 27,
2023, defendants’ petition for rehearing en banc was denied.
On March 13, 2012, the Antitrust Division of the United States Department of Justice (Division) issued a Civil
Investigative Demand (CID), to Visa Inc. seeking documents and information regarding a potential violation of
Section 1 or 2 of the Sherman Act, 15 U.S.C. §§ 1, 2. The CID focused on PIN-Authenticated Visa Debit and
Visa’s competitive responses to the Dodd-Frank Act, including Visa’s fixed acquirer network fee. Visa has
cooperated with the Division in connection with the CID.
Pulse Network
On November 25, 2014, Pulse Network LLC filed suit against Visa Inc. in federal district court in Texas,
alleging that Visa has, among other things, monopolized and attempted to monopolize debit card network
services markets. On August 29, 2022, Pulse filed an amended complaint, which makes similar allegations and
seeks unspecified treble damages, attorneys’ fees and injunctive relief, including to enjoin the fixed acquirer
network fee structure, and Visa’s agreements relating to debit with issuers, acquirers and merchants.
Following their initial complaint filed on March 8, 2016, B&R Supermarket, Inc., d/b/a Milam’s Market, and
Grove Liquors LLC filed an amended class action complaint on July 15, 2016, against Visa Inc., Visa U.S.A.,
Mastercard, Discover, American Express, EMVCo and certain financial institutions in the U.S. District Court for
the Northern District of California. The amended complaint asserts that defendants, through EMVCo, conspired to
shift liability for fraudulent, faulty, or otherwise rejected payment card transactions from defendants to the
purported class of merchants, defined as those merchants throughout the U.S. who have been subjected to the
“Liability Shift” since October 2015. Plaintiffs claim that the “Liability Shift” violates Sections 1 and 3 of the
Sherman Act and certain state laws, and seek treble damages, injunctive relief and attorneys’ fees.
EMVCo and the financial institution defendants were dismissed, and the matter was subsequently
transferred to the U.S. District Court for the Eastern District of New York, which has clarified that this case is not
part of MDL 1720. On August 28, 2020, the district court granted plaintiffs’ motion for class certification. On
November 30, 2022, Visa, jointly with other defendants, served a motion for summary judgment regarding the
claims in the amended complaint and a motion to decertify the class.
On November 4, 2019, the Bureau of Competition of the United States Federal Trade Commission (Bureau)
requested that Visa provide, on a voluntary basis, documents and information relating to an investigation as to
whether Visa’s actions inhibited merchant choice in the selection of debit payments networks in potential violation
105
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2023
of the Durbin Amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act. On June 9, 2020,
the Federal Trade Commission (FTC) issued a CID to Visa requesting additional documents and information. Visa
has cooperated with the FTC in connection with the CID.
Euronet Litigation
On December 13, 2019, Euronet 360 Finance Limited, Euronet Polska Spolka z.o.o. and Euronet Services
spol. s.r.o. (Euronet) served a claim in the UK alleging that certain rules affecting ATM access fees in Poland, the
Czech Republic and Greece by Visa Inc. and Mastercard Incorporated, and certain of their subsidiaries, breach
various competition laws. Euronet sought damages, costs, and injunctive relief to prevent the defendants from
enforcing these rules. Visa reached a settlement with Euronet, and the claim against Visa has been dismissed.
On June 26, 2020, the European Commission (EC) informed Visa that it opened a preliminary investigation
into Visa’s rules regarding staged digital wallets. On February 16, 2023, the EC notified Visa that the investigation
has been closed.
Beginning in December 2021, Visa was served with claims in Germany brought by German banks against
Visa Europe and Visa Inc. The banks claim that Visa’s ATM rules prohibiting the charging of access fees on
domestic cash withdrawals are anti-competitive, and the majority seek damages. Visa has filed challenges to the
jurisdiction of the German courts to hear these claims, one of which was denied and one of which was granted as
to Visa Europe.
On March 26, 2021, June 11, 2021, January 4, 2023, and May 2, 2023, the Antitrust Division of the U.S.
Department of Justice (the Division) issued CIDs to Visa, seeking documents and information regarding a
potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C. §§ 1, 2. The CIDs focus on U.S. debit and
competition with other payment methods and networks. Visa is cooperating with the Division in connection with
the investigation.
Following an initial class action complaint filed on July 9, 2021, an amended class action complaint was filed
on December 6, 2021 against Visa in the U.S. District Court for the Northern District of California by several
individuals on behalf of a purported nationwide class, and/or purported California, Washington, Massachusetts or
New Jersey subclasses, of cardholders who conducted a transaction in a foreign currency. The amended
complaint asserted claims for unjust enrichment and restitution as well as violations of the California Unfair
Competition Law, the Washington Consumer Protection Act, the Massachusetts Consumer Protection Act, and
the New Jersey Consumer Fraud Act. On December 21, 2022, plaintiffs filed a third amended complaint asserting
the same claims. On August 30, 2023, the court granted Visa’s motion to dismiss with prejudice and directed the
clerk to close the case.
On December 2, 2022, the EC informed Visa that it had opened a preliminary investigation into Visa’s
incentive agreements with clients. Visa is cooperating with the EC in connection with the investigation.
106
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Not applicable.
We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) that is designed to ensure
that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2023,
our disclosure controls and procedures were effective at the reasonable assurance level.
Our management is responsible for establishing and maintaining adequate internal control over our financial
reporting. Management assessed the effectiveness of our internal control over financial reporting as of
September 30, 2023 using the criteria set forth in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on
management’s assessment, management has concluded that our internal control over financial reporting was
effective as of September 30, 2023.
The effectiveness of our internal control over financial reporting as of September 30, 2023, has been audited
by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in
Item 8 of this report.
Inherent Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
Our internal control over financial reporting is designed to provide reasonable, but not absolute, assurance
regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.
generally accepted accounting principles. There are inherent limitations to the effectiveness of any system of
internal control over financial reporting. These limitations include the possibility of human error, the circumvention
or overriding of the system and reasonable resource constraints. Because of its inherent limitations, our internal
control over financial reporting may not prevent or detect misstatements and instances of fraud. In addition,
because we have designed our system of controls based on certain assumptions, which we believe are
reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose
under all possible future conditions. Accordingly, our disclosure controls and procedures provide reasonable
assurance, but not absolute assurance, of achieving their objectives. Projections of any evaluation of
effectiveness to future periods are subject to the risks discussed in Part I, Item 1A—Risk Factors of this report.
In preparation for management’s report on internal control over financial reporting, we documented and
tested the design and operating effectiveness of our internal control over financial reporting. There have been no
changes in our internal controls over financial reporting that occurred during our fourth quarter of fiscal 2023 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
107
ITEM 9B. Other Information
None
Not applicable.
108
PART III
We will file a definitive proxy statement pursuant to Regulation 14A under the Exchange Act (Proxy
Statement) no later than 120 days after the end of the fiscal year ended September 30, 2023. The information
required by this item will be included in our Proxy Statement and is incorporated herein by reference.
Our Code of Business Conduct and Ethics that is applicable to our directors, executive officers, senior
financial officers, as well as our employees and contractors and our Corporate Governance Guidelines are
available on the Investor Relations page of our website at investor.visa.com, under “Corporate Governance.”
Printed copies of these documents are also available to stockholders without charge upon written request directed
to Corporate Secretary, Visa Inc., P.O. Box 193243, San Francisco, California 94119 or
[email protected].
The information required by this item will be included in our Proxy Statement and is incorporated herein by
reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this item will be included in our Proxy Statement and is incorporated herein by
reference.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included in our Proxy Statement and is incorporated herein by
reference.
The information required by this Item will be included in our Proxy Statement and is incorporated herein by
reference.
109
PART IV
None.
3. The following exhibits are filed as part of this report or, where indicated, were previously filed and are
hereby incorporated by reference:
None.
110
EXHIBIT INDEX
Incorporated by Reference
Exhibit Exhibit File Exhibit Filing
Number Description Form Number Number Date
111
10.1 Form of Indemnity Agreement 10-Q 001-33977 10.1 1/31/2020
10.2 Amended and Restated Global Restructuring S-4/A 333-143966 Annex A 9/13/2007
Agreement, dated August 24, 2007, by and
among Visa Inc., Visa International Service
Association, Visa U.S.A. Inc., Visa Europe
Limited, Visa Canada Association, Inovant
LLC, Inovant, Inc., Visa Europe Services, Inc.,
Visa International Transition LLC, VI Merger
Sub, Inc., Visa USA Merger Sub Inc. and
1734313 Ontario Inc.
10.3 Form of Escrow Agreement by and among S-4 333-143966 10.15 6/22/2007
Visa Inc., Visa U.S.A. Inc. and the escrow
agent
10.4 Form of Framework Agreement by and among S-4/A 333-143966 10.17 7/24/2007
Visa Inc., Visa Europe Limited, Inovant LLC,
Visa International Services Association and
Visa U.S.A. Inc. †
10.5 Amended and Restated Five Year Revolving 10-Q 001-33977 10.1 07/26/2023
Credit Agreement, dated as of May 31, 2023,
by and among Visa Inc., Visa International
Service Association, Visa U.S.A. Inc. and Visa
Europe Limited, as borrowers, Bank of
America, N.A., as administrative agent,
JPMorgan Chase Bank N.A., as syndication
agent, and the lenders referred to therein #
10.6 Form of Interchange Judgment Sharing S-4/A 333-143966 10.13 7/24/2007
Agreement by and among Visa International
Service Association and Visa U.S.A. Inc., and
the other parties thereto †
10.7 Interchange Judgment Sharing Agreement 8-K 001-33977 10.2 2/8/2011
Schedule
10.8 Amendment of Interchange Judgment Sharing 10-K 001-33977 10.10 11/20/2015
Agreement
10.9 Form of Loss Sharing Agreement by and S-4/A 333-143966 10.14 7/24/2007
among Visa U.S.A. Inc., Visa International
Service Association, Visa Inc. and various
financial institutions
10.10 Loss Sharing Agreement Schedule 8-K 001-33977 10.1 2/8/2011
10.11 Amendment of Loss Sharing Agreement 10-K 001-33977 10.13 11/20/2015
10.12 Form of Litigation Management Agreement by S-4/A 333-143966 10.18 8/22/2007
and among Visa Inc., Visa International
Service Association, Visa U.S.A. Inc. and the
other parties thereto
112
10.13 Omnibus Agreement, dated February 7, 2011, 8-K 001-33977 10.2 7/16/2012
regarding Interchange Litigation Judgment
Sharing and Settlement Sharing by and among
Visa Inc., Visa U.S.A. Inc., Visa International
Service Association, Mastercard Incorporated,
Mastercard International Incorporated and the
parties thereto
10.14 Amendment, dated August 26, 2014, to the 10-K 001-33977 10.14 11/21/2014
Omnibus Agreement regarding Interchange
Litigation Judgment Sharing and Settlement
Sharing by and among Visa Inc., Visa U.S.A.
Inc., Visa International Service Association,
Mastercard Incorporated, Mastercard
International Incorporated and the parties
thereto
10.15 Second Amendment, dated October 22, 2015, 10-K 001-33977 10.17 11/20/2015
to Omnibus Agreement regarding Interchange
Litigation Judgment Sharing and Settlement
Sharing
10.16 Settlement Agreement, dated October 19, 10-Q 001-33977 10.3 2/6/2013
2012, by and among Visa Inc., Visa U.S.A.
Inc., Visa International Service Association,
Mastercard Incorporated, Mastercard
International Incorporated, various U.S.
financial institution defendants, and the class
plaintiffs to resolve the class plaintiffs’ claims in
the matter styled In re Payment Card
Interchange Fee and Merchant Discount
Antitrust Litigation, No. 05-MD-1720
10.17 Superseding and Amended Settlement 8-K 001-33977 10.1 9/18/2018
Agreement, dated September 17, 2018, by and
among Visa Inc., Visa U.S.A. Inc., Visa
International Service Association, Mastercard
Incorporated, Mastercard International
Incorporated, various U.S. financial institution
defendants, and the damages class plaintiffs to
resolve the damages class plaintiffs’ claims in
the matter styled In re Payment Card
Interchange Fee and Merchant Discount
Antitrust Litigation, No. 05-MD-1720
10.18 Loss Sharing Agreement, dated as of 8-K 001-33977 10.1 11/2/2015
November 2, 2015, among the UK Members
listed on Schedule 1 thereto, Visa Inc. and Visa
Europe Limited
10.19 Litigation Management Deed, dated as of 8-K 001-33977 10.1 6/21/2016
June 21, 2016, by and among the VE Member
Representative, Visa Inc., the LMC Appointing
Members, the UK&I DCC Appointing Members,
the Europe DCC Appointing Members and the
UK&I DCC Interested Members
113
10.20* Visa 2005 Deferred Compensation Plan, 10-K 001-33977 10.21 11/20/2015
effective as of August 12, 2015
10.21* Visa Directors Deferred Compensation Plan, 10-K 001-33977 10.17 11/21/2014
as amended and restated as of July 22, 2014
10.22* Visa Inc. 2007 Equity Incentive Compensation 8-K 001-33977 10.22 1/27/2021
Plan, amended and restated as of January 26,
2021
10.23* Visa Inc. Incentive Plan, as amended and 10-Q 001-33977 10.1 7/28/2022
restated as of July 18, 2022
10.24* Visa Excess Thrift Plan, as amended and 10-K 001-33977 10.31 11/21/2008
restated as of January 1, 2008
10.25* Visa Excess Retirement Benefit Plan, as 10-K 001-33977 10.32 11/21/2008
amended and restated as of January 1, 2008
10.26* First Amendment, effective January 1, 2011, of 10-K 001-33977 10.34 11/18/2011
the Visa Excess Retirement Benefit Plan, as
amended and restated as of January 1, 2008
10.27* Visa Inc. Executive Severance Plan, effective 10-Q 001-33977 10.8 1/28/2022
as of January 1, 2022
10.28+* Visa Executive Officer Cash Severance Policy,
effective as of November 6, 2023
10.29+* Visa Inc. Clawback Policy, as amended and
restated November 1, 2023
10.30* Visa Inc. 2015 Employee Stock Purchase Plan DEF 14A 001-33977 Appendix B 12/12/2014
10.31* Form of Visa Inc. 2007 Equity Incentive 10-K 001-33977 10.40 11/21/2014
Compensation Plan Director Restricted Stock
Unit Award Agreement for awards granted
after November 1, 2014
10.32* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.1 1/28/2016
Compensation Plan Stock Option Award
Agreement for awards granted after
November 1, 2015
10.33* Form of Alternate Visa Inc. 2007 Equity 10-K 001-33977 10.34 11/18/2021
Incentive Compensation Plan Stock Option
Award Agreement for awards granted after
November 1, 2015
10.34* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.1 2/1/2018
Compensation Plan Director Restricted Stock
Unit Award Agreement for awards granted
after November 1, 2017
10.35* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.1 1/31/2019
Compensation Plan Director Restricted Stock
Unit Award Agreement for awards granted
after November 1, 2018
114
10.36* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.2 1/31/2019
Compensation Plan Restricted Stock Unit
Award Agreement for the CEO for awards
granted after November 1, 2018
10.37* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.3 1/31/2019
Compensation Plan Stock Option Award
Agreement for the CEO for awards granted
after November 1, 2018
10.38* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.4 1/31/2019
Compensation Plan Performance Share Award
Agreement for the CEO for awards granted
after November 1, 2018
10.39* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.5 1/31/2019
Compensation Plan Restricted Stock Unit
Award Agreement for awards granted after
November 1, 2018
10.40* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.6 1/31/2019
Compensation Plan Stock Option Award
Agreement for awards granted after
November 1, 2018
10.41* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.7 1/31/2019
Compensation Plan Performance Share Award
Agreement for awards granted after
November 1, 2018
10.42* Form of Visa Inc. 2007 Equity Incentive 10-K 001-33977 10.44 11/18/2021
Compensation Plan Director Restricted Stock
Unit Award Agreement for awards granted
after January 1, 2021
10.43* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.2 1/28/2022
Compensation Plan Restricted Stock Unit
Award Agreement for the CEO for awards
granted after November 1, 2021
10.44* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.3 1/28/2022
Compensation Plan Stock Option Award
Agreement for the CEO for awards granted
after November 1, 2021
10.45* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.4 1/28/2022
Compensation Plan Performance Share Award
Agreement for the CEO for awards granted
after November 1, 2021
10.46* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.5 1/28/2022
Compensation Plan Restricted Stock Unit
Award Agreement for awards granted after
November 1, 2021
10.47* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.6 1/28/2022
Compensation Plan Stock Option Award
Agreement for awards granted after
November 1, 2021
115
10.48* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.7 1/28/2022
Compensation Plan Performance Share Award
Agreement for awards granted after
November 1, 2021
10.49* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.1 4/27/2023
Compensation Plan Stock Option Award
Agreement for awards granted after
January 23, 2023
10.50* Form of Visa Inc. 2007 Equity Incentive 10-Q 001-33977 10.2 4/27/2023
Compensation Plan Performance Share Award
Agreement for awards granted after
January 23, 2023
10.51* Form of Alternate Visa Inc. 2007 Equity 10-Q 001-33977 10.3 4/27/2023
Incentive Compensation Plan Performance
Share Award Agreement for awards granted
after January 23, 2023
10.52* Form of Amendment Notification to Stock 10-Q 001-33977 10.4 4/27/2023
Option and Performance Share Award Holders
10.53* Offer Letter and One-Time Cash Award 8-K 001-33977 99.2 06/20/2023
Agreement, dated June 13, 2023, between
Visa Inc. and Chris Suh
10.54* Amended and Restated Aircraft Time Sharing 10-K 001-33977 10.48 11/13/2019
Agreement, effective November 1, 2019,
between Visa Inc. and Alfred F. Kelly, Jr.
10.55* First Amendment to Amended and Restated 10-Q 001-33977 10.5 4/27/2023
Aircraft Time Sharing Agreement, dated
January 30, 2023, between Visa and Alfred F.
Kelly, Jr.
10.56* Aircraft Time Sharing Agreement, effective 10-Q 001-33977 10.6 4/27/2023
January 30, 2023, between Visa and Ryan
McInerney
21.1+ List of Significant Subsidiaries of Visa Inc.
23.1+ Consent of KPMG LLP, Independent
Registered Public Accounting Firm
31.1+ Rule 13a-14(a)/15d-14(a) Certification of
Principal Executive Officer
31.2+ Rule 13a-14(a)/15d-14(a) Certification of
Principal Financial Officer
32.1+ Section 1350 Certification of Principal
Executive and Financial Officer
101.INS+ Inline XBRL Instance Document - the instance
document does not appear in the Interactive
Data File because its XBRL tags are
embedded within the Inline XBRL document.
116
101.SCH+ Inline XBRL Taxonomy Extension Schema
Document
101.CAL+ Inline XBRL Taxonomy Extension Calculation
Linkbase Document
101.DEF+ Inline XBRL Taxonomy Extension Definition
Linkbase Document
101.LAB+ Inline XBRL Taxonomy Extension Label
Linkbase Document
101.PRE+ Inline XBRL Taxonomy Extension Presentation
Linkbase Document
104+ Cover Page Interactive Data File (formatted as
Inline XBRL and contained in Exhibit 101)
† Confidential treatment has been requested for portions of this agreement. A completed copy of the
agreement, including the redacted portions, has been filed separately with the SEC.
* Management contract, compensatory plan or arrangement.
+ Filed or furnished herewith.
# Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule
will be furnished supplementally to the SEC upon request; provided, however, that the parties may request
confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
117
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
VISA INC.
By: /s/ Ryan McInerney
Name: Ryan McInerney
Title: Chief Executive Officer
Date: November 15, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been
signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:
Signature Title Date
/s/ Ryan McInerney Chief Executive Officer and Director November 15, 2023
Ryan McInerney (Principal Executive Officer)
/s/ Peter M. Andreski Global Corporate Controller, Chief November 15, 2023
Peter M. Andreski Accounting Officer
(Principal Accounting Officer)
/s/ Alfred F. Kelly, Jr. Executive Chairman November 15, 2023
Alfred F. Kelly, Jr.
118
Signature Title Date
119
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visa.com/newsroom
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