UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended June 30, 2022
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 of incorporation or organization) | (IRS Employer Identification No.) | ||||||||||
| P.O. Box 8999 | 94128-8999 | ||||||||||
San Francisco, | California | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(650) 432-3200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, par value $0.0001 per share | V | New York Stock Exchange | ||||||||||||
| 1.500% Senior Notes due 2026 | V26 | New York Stock Exchange | ||||||||||||
| 2.000% Senior Notes due 2029 | V29 | New York Stock Exchange | ||||||||||||
| 2.375% Senior Notes due 2034 | V34 | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of July 20, 2022, there were 1,635,014,650 shares outstanding of the registrant’s class A common stock, par value $0.0001 per share, 245,513,385 shares outstanding of the registrant’s class B common stock, par value $0.0001 per share, and 9,886,538 shares outstanding of the registrant’s class C common stock, par value $0.0001 per share.
VISA INC.
TABLE OF CONTENTS
| Page | ||||||||
| PART I. | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
3
PART I. FINANCIAL INFORMATION
| ITEM 1. | Financial Statements (Unaudited) | ||||
VISA INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| June 30, 2022 | September 30, 2021 | ||||||||||
| (in millions, except per share data) | |||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 14,047 | $ | 16,487 | |||||||
| Restricted cash equivalents—U.S. litigation escrow | 1,483 | 894 | |||||||||
| Investment securities | 3,309 | 2,025 | |||||||||
| Settlement receivable | 1,860 | 1,758 | |||||||||
| Accounts receivable | 2,021 | 1,968 | |||||||||
| Customer collateral | 2,261 | 2,260 | |||||||||
| Current portion of client incentives | 1,323 | 1,359 | |||||||||
| Prepaid expenses and other current assets | 2,667 | 856 | |||||||||
| Total current assets | 28,971 | 27,607 | |||||||||
| Investment securities | 2,240 | 1,705 | |||||||||
| Client incentives | 3,321 | 3,245 | |||||||||
| Property, equipment and technology, net | 3,146 | 2,715 | |||||||||
| Goodwill | 17,977 | 15,958 | |||||||||
| Intangible assets, net | 26,093 | 27,664 | |||||||||
| Other assets | 3,662 | 4,002 | |||||||||
| Total assets | $ | 85,410 | $ | 82,896 | |||||||
| Liabilities | |||||||||||
| Accounts payable | $ | 228 | $ | 266 | |||||||
| Settlement payable | 3,068 | 2,443 | |||||||||
| Customer collateral | 2,261 | 2,260 | |||||||||
| Accrued compensation and benefits | 1,106 | 1,211 | |||||||||
| Client incentives | 5,608 | 5,243 | |||||||||
| Accrued liabilities | 3,303 | 2,334 | |||||||||
| Current maturities of debt | 3,249 | 999 | |||||||||
| Accrued litigation | 1,486 | 983 | |||||||||
| Total current liabilities | 20,309 | 15,739 | |||||||||
| Long-term debt | 20,546 | 19,978 | |||||||||
| Deferred tax liabilities | 5,685 | 6,128 | |||||||||
| Other liabilities | 3,387 | 3,462 | |||||||||
| Total liabilities | 49,927 | 45,307 | |||||||||
| Equity | |||||||||||
Preferred stock, $0.0001 par value, 25 shares authorized and 5 shares issued and outstanding as follows: | |||||||||||
Series A convertible participating preferred stock, less than one shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series A preferred stock”) | 398 | 486 | |||||||||
Series B convertible participating preferred stock, 2 shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series B preferred stock”) | 936 | 1,071 | |||||||||
Series C convertible participating preferred stock, 3 shares issued and outstanding at June 30, 2022 and September 30, 2021 (the “series C preferred stock”) | 1,517 | 1,523 | |||||||||
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 1,637 and 1,677 shares issued and outstanding at June 30, 2022 and September 30, 2021 respectively | — | — | |||||||||
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at June 30, 2022 and September 30, 2021 | — | — | |||||||||
Class C common stock, $0.0001 par value, 1,097 shares authorized, 10 shares issued and outstanding at June 30, 2022 and September 30, 2021 | — | — | |||||||||
| Right to recover for covered losses | (23) | (133) | |||||||||
| Additional paid-in capital | 18,962 | 18,855 | |||||||||
| Accumulated income | 14,960 | 15,351 | |||||||||
| Accumulated other comprehensive income (loss), net: | |||||||||||
| Investment securities | (74) | (1) | |||||||||
| Defined benefit pension and other postretirement plans | (48) | (49) | |||||||||
| Derivative instruments | 135 | (257) | |||||||||
| Foreign currency translation adjustments | (1,280) | 743 | |||||||||
| Total accumulated other comprehensive income (loss), net | (1,267) | 436 | |||||||||
| Total equity | 35,483 | 37,589 | |||||||||
| Total liabilities and equity | $ | 85,410 | $ | 82,896 | |||||||
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
4
VISA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Net revenues | $ | 7,275 | $ | 6,130 | $ | 21,523 | $ | 17,546 | |||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Personnel | 1,283 | 1,098 | 3,634 | 3,193 | |||||||||||||||||||
| Marketing | 313 | 268 | 907 | 679 | |||||||||||||||||||
| Network and processing | 178 | 186 | 558 | 538 | |||||||||||||||||||
| Professional fees | 117 | 108 | 342 | 273 | |||||||||||||||||||
| Depreciation and amortization | 230 | 204 | 635 | 602 | |||||||||||||||||||
| General and administrative | 289 | 204 | 856 | 770 | |||||||||||||||||||
| Litigation provision | 717 | (2) | 865 | 2 | |||||||||||||||||||
| Total operating expenses | 3,127 | 2,066 | 7,797 | 6,057 | |||||||||||||||||||
| Operating income | 4,148 | 4,064 | 13,726 | 11,489 | |||||||||||||||||||
| Non-operating Income (Expense) | |||||||||||||||||||||||
| Interest expense, net | (111) | (131) | (379) | (388) | |||||||||||||||||||
| Investment income and other | (208) | 456 | (79) | 664 | |||||||||||||||||||
| Total non-operating income (expense) | (319) | 325 | (458) | 276 | |||||||||||||||||||
| Income before income taxes | 3,829 | 4,389 | 13,268 | 11,765 | |||||||||||||||||||
| Income tax provision | 418 | 1,814 | 2,251 | 3,038 | |||||||||||||||||||
| Net income | $ | 3,411 | $ | 2,575 | $ | 11,017 | $ | 8,727 | |||||||||||||||
| Basic Earnings Per Share | |||||||||||||||||||||||
| Class A common stock | $ | 1.60 | $ | 1.18 | $ | 5.15 | $ | 3.99 | |||||||||||||||
| Class B common stock | $ | 2.59 | $ | 1.92 | $ | 8.33 | $ | 6.47 | |||||||||||||||
| Class C common stock | $ | 6.42 | $ | 4.72 | $ | 20.58 | $ | 15.94 | |||||||||||||||
| Basic Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Class A common stock | 1,642 | 1,691 | 1,655 | 1,693 | |||||||||||||||||||
| Class B common stock | 245 | 245 | 245 | 245 | |||||||||||||||||||
| Class C common stock | 10 | 10 | 10 | 11 | |||||||||||||||||||
| Diluted Earnings Per Share | |||||||||||||||||||||||
| Class A common stock | $ | 1.60 | $ | 1.18 | $ | 5.14 | $ | 3.98 | |||||||||||||||
| Class B common stock | $ | 2.59 | $ | 1.91 | $ | 8.33 | $ | 6.46 | |||||||||||||||
| Class C common stock | $ | 6.41 | $ | 4.72 | $ | 20.56 | $ | 15.92 | |||||||||||||||
| Diluted Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Class A common stock | 2,129 | 2,184 | 2,143 | 2,192 | |||||||||||||||||||
| Class B common stock | 245 | 245 | 245 | 245 | |||||||||||||||||||
| Class C common stock | 10 | 10 | 10 | 11 | |||||||||||||||||||
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
5
VISA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net income | $ | 3,411 | $ | 2,575 | $ | 11,017 | $ | 8,727 | |||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Investment securities: | |||||||||||||||||||||||
| Net unrealized gain (loss) | (43) | (2) | (93) | (4) | |||||||||||||||||||
| Income tax effect | 10 | 1 | 20 | 1 | |||||||||||||||||||
| Reclassification adjustments | — | (1) | — | (1) | |||||||||||||||||||
| Defined benefit pension and other postretirement plans: | |||||||||||||||||||||||
Net unrealized actuarial gain (loss) and prior service credit (cost) | — | — | (1) | (3) | |||||||||||||||||||
| Income tax effect | — | — | — | 2 | |||||||||||||||||||
| Reclassification adjustments | — | 7 | 2 | 13 | |||||||||||||||||||
| Income tax effect | — | (2) | — | (3) | |||||||||||||||||||
| Derivative instruments: | |||||||||||||||||||||||
| Net unrealized gain (loss) | 348 | (95) | 539 | (112) | |||||||||||||||||||
| Income tax effect | (68) | 22 | (103) | 28 | |||||||||||||||||||
| Reclassification adjustments | (9) | 14 | (48) | 1 | |||||||||||||||||||
| Income tax effect | — | (2) | 4 | 3 | |||||||||||||||||||
| Foreign currency translation adjustments | (1,100) | 287 | (2,023) | 322 | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | (862) | 229 | (1,703) | 247 | |||||||||||||||||||
| Comprehensive income | $ | 2,549 | $ | 2,804 | $ | 9,314 | $ | 8,974 | |||||||||||||||
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
6
VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Preferred Stock | Right to Recover for Covered Losses | Additional Paid-In Capital | Accumulated Income | Accumulated Other Comprehensive Income (Loss), Net | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Class A | Class B | Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2022 | — | (1) | 2 | 3 | 1,648 | 245 | 10 | $ | 2,987 | $ | (120) | $ | 18,876 | $ | 14,651 | $ | (405) | $ | 35,989 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 3,411 | 3,411 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax | (862) | (862) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | 2,549 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| VE territory covered losses incurred | (15) | (15) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recovery through conversion rate adjustment | (112) | 112 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series A preferred stock upon sales into public market | — | (1) | — | (1) | (24) | 24 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of class C common stock upon sales into public market | 1 | — | (1) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of forfeitures | 152 | 152 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock and performance-based shares | — | (1) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock and performance-based shares settled in cash for taxes | — | (1) | (1) | (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash proceeds from issuance of class A common stock under employee equity plans | — | (1) | 40 | 40 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock | (798) | (798) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of class A common stock | (12) | (129) | (2,304) | (2,433) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2022 | — | (1) | 2 | 3 | 1,637 | 245 | 10 | $ | 2,851 | $ | (23) | $ | 18,962 | $ | 14,960 | $ | (1,267) | $ | 35,483 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Increase, decrease or balance is less than one million shares.
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
7
VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)
(UNAUDITED)
| Nine Months Ended June 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Preferred Stock | Right to Recover for Covered Losses | Additional Paid-In Capital | Accumulated Income | Accumulated Other Comprehensive Income (Loss), Net | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Class A | Class B | Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2021 | — | (1) | 2 | 3 | 1,677 | 245 | 10 | $ | 3,080 | $ | (133) | $ | 18,855 | $ | 15,351 | $ | 436 | $ | 37,589 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 11,017 | 11,017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax | (1,703) | (1,703) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | 9,314 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| VE territory covered losses incurred | (31) | (31) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recovery through conversion rate adjustment | (141) | 141 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series A preferred stock upon sales into public market | — | (1) | 1 | (88) | 88 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of class C common stock upon sales into public market | 1 | — | (1) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of forfeitures | 470 | 470 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock and performance-based shares | 2 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock and performance-based shares settled in cash for taxes | — | (1) | (117) | (117) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash proceeds from issuance of class A common stock under employee equity plans | 2 | 153 | 153 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared and paid, at a quarterly amount of $0.375 per class A common stock | (2,409) | (2,409) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of class A common stock | (46) | (487) | (8,999) | (9,486) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2022 | — | (1) | 2 | 3 | 1,637 | 245 | 10 | $ | 2,851 | $ | (23) | $ | 18,962 | $ | 14,960 | $ | (1,267) | $ | 35,483 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Increase, decrease or balance is less than one million shares.
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
8
VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)
(UNAUDITED)
| Three Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Preferred Stock | Right to Recover for Covered Losses | Additional Paid-In Capital | Accumulated Income | Accumulated Other Comprehensive Income (Loss), Net | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Class A | Class B | Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2021 | — | (1) | 2 | 3 | 1,694 | 245 | 11 | $ | 3,347 | $ | (41) | $ | 18,505 | $ | 15,513 | $ | 372 | $ | 37,696 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 2,575 | 2,575 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax | 229 | 229 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | 2,804 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| VE territory covered losses incurred | (21) | (21) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recovery through conversion rate adjustment | (40) | 38 | (2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series A preferred stock upon sales into public market | — | (1) | 3 | (175) | 175 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of class C common stock upon sales into public market | 2 | (1) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of forfeitures | 159 | 159 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock and performance-based shares | — | (1) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock and performance-based shares settled in cash for taxes | — | (1) | (2) | (2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash proceeds from issuance of class A common stock under employee equity plans | — | (1) | 54 | 54 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock | (698) | (698) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of class A common stock | (10) | (104) | (2,096) | (2,200) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2021 | — | (1) | 2 | 3 | 1,689 | 245 | 10 | $ | 3,132 | $ | (24) | $ | 18,787 | $ | 15,294 | $ | 601 | $ | 37,790 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Increase, decrease or balance is less than one million shares.
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
9
VISA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)
(UNAUDITED)
| Nine Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Preferred Stock | Right to Recover for Covered Losses | Additional Paid-In Capital | Accumulated Income | Accumulated Other Comprehensive Income (Loss), Net | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Class A | Class B | Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2020 | — | (1) | 2 | 3 | 1,683 | 245 | 11 | $ | 5,086 | $ | (39) | $ | 16,721 | $ | 14,088 | $ | 354 | $ | 36,210 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 8,727 | 8,727 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax | 247 | 247 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | 8,974 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adoption of new accounting standards | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| VE territory covered losses incurred | (38) | (38) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recovery through conversion rate adjustment | (55) | 53 | (2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of series A preferred stock upon sales into public market | — | (1) | 28 | (1,899) | 1,899 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of class C common stock upon sales into public market | 2 | (1) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of forfeitures | 434 | 434 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock and performance-based shares | 3 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock and performance-based shares settled in cash for taxes | (1) | (142) | (142) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash proceeds from issuance of class A common stock under employee equity plans | 1 | 162 | 162 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared and paid, at a quarterly amount of $0.32 per class A common stock | (2,102) | (2,102) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of class A common stock | (27) | (287) | (5,422) | (5,709) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2021 | — | (1) | 2 | 3 | 1,689 | 245 | 10 | $ | 3,132 | $ | (24) | $ | 18,787 | $ | 15,294 | $ | 601 | $ | 37,790 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Increase, decrease or balance is less than one million shares.
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
10
VISA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in millions) | |||||||||||
| Operating Activities | |||||||||||
| Net income | $ | 11,017 | $ | 8,727 | |||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Client incentives | 7,435 | 5,980 | |||||||||
| Share-based compensation | 470 | 434 | |||||||||
| Depreciation and amortization of property, equipment, technology and intangible assets | 635 | 602 | |||||||||
| Deferred income taxes | (203) | 981 | |||||||||
| VE territory covered losses incurred | (31) | (38) | |||||||||
| (Gains) losses on equity investments, net | 142 | (611) | |||||||||
| Other | (71) | (82) | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Settlement receivable | (248) | (351) | |||||||||
| Accounts receivable | (80) | (220) | |||||||||
| Client incentives | (7,038) | (5,202) | |||||||||
| Other assets | (455) | (164) | |||||||||
| Accounts payable | (29) | 1 | |||||||||
| Settlement payable | 886 | 574 | |||||||||
| Accrued and other liabilities | 37 | 639 | |||||||||
| Accrued litigation | 506 | (14) | |||||||||
| Net cash provided by (used in) operating activities | 12,973 | 11,256 | |||||||||
| Investing Activities | |||||||||||
| Purchases of property, equipment and technology | (675) | (497) | |||||||||
| Investment securities: | |||||||||||
| Purchases | (4,415) | (3,223) | |||||||||
| Proceeds from maturities and sales | 2,580 | 5,286 | |||||||||
| Acquisitions, net of cash and restricted cash acquired | (1,945) | (75) | |||||||||
| Purchases of / contributions to other investments | (68) | (50) | |||||||||
| Other investing activities | 128 | 105 | |||||||||
| Net cash provided by (used in) investing activities | (4,395) | 1,546 | |||||||||
| Financing Activities | |||||||||||
| Repurchase of class A common stock | (9,486) | (5,709) | |||||||||
| Repayments of debt | — | (3,000) | |||||||||
| Dividends paid | (2,409) | (2,102) | |||||||||
| Proceeds from issuance of senior notes | 3,218 | — | |||||||||
| Cash proceeds from issuance of class A common stock under employee equity plans | 153 | 162 | |||||||||
| Restricted stock and performance-based shares settled in cash for taxes | (117) | (142) | |||||||||
| Other financing activities | (15) | — | |||||||||
| Net cash provided by (used in) financing activities | (8,656) | (10,791) | |||||||||
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | (725) | 92 | |||||||||
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | (803) | 2,103 | |||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | 19,799 | 19,171 | |||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | 18,996 | $ | 21,274 | |||||||
| Supplemental Disclosure | |||||||||||
| Cash paid for income taxes, net | $ | 2,891 | $ | 2,134 | |||||||
| Interest payments on debt | $ | 548 | $ | 583 | |||||||
| Accruals related to purchases of property, equipment and technology | $ | 34 | $ | 52 | |||||||
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
11
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 and its wholly-owned consolidated subsidiaries operate one of the world’s largest electronic payments network — VisaNet — which provides transaction processing services (primarily authorization, clearing and settlement). The Company offers products and solutions that facilitate secure, reliable and efficient money movement for all participants in the ecosystem. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa’s financial institution clients.
Consolidation and basis of presentation. The accompanying unaudited consolidated financial statements include the accounts of Visa and its consolidated entities and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company consolidates its majority-owned and controlled entities, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. The Company’s investments in VIEs have not been material to its unaudited consolidated financial statements as of and for the periods presented. All significant intercompany accounts and transactions are eliminated in consolidation.
During the prior quarter, economic sanctions were imposed on Russia, impacting Visa and its clients. The extent and severity of the sanctions impacted the Company’s operations and a reduction in Ruble liquidity impacted the Company’s ability to manage operational impact and related foreign currency risk. In March 2022, the Company announced it was suspending its operations in Russia. In addition, the Company deconsolidated its Russian subsidiary, resulting in a pre-tax loss of $35 million for the nine months ended June 30, 2022, which is included in general and administrative expense on the consolidated statements of operations.
The accompanying unaudited consolidated financial statements are presented in accordance with U.S. Securities and Exchange Commission (“SEC”) requirements for Quarterly Reports on Form 10-Q and, consequently, do not include all of the annual disclosures required by U.S. GAAP. Reference should be made to the Visa Annual Report on Form 10-K for the year ended September 30, 2021 for additional disclosures, including a summary of the Company’s significant accounting policies.
In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year.
Use of estimates. The preparation of the accompanying unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates may change as new events occur and additional information is obtained, and will be recognized in the period in which such changes occur. Future actual results could differ materially from these estimates.
Recently Adopted Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance and making other minor improvements. The Company adopted this guidance effective October 1, 2021. The adoption did not have a material impact on the consolidated financial statements.
In January 2020, the FASB issued ASU 2020-01, which clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for purposes of applying
12
the fair value measurement alternative. The Company adopted this guidance effective October 1, 2021. The adoption did not have a material impact on the consolidated financial statements.
Note 2—Acquisitions
Currencycloud
On December 20, 2021, Visa acquired The Currency Cloud Group Limited (“Currencycloud”), a UK-based global platform that enables banks and fintechs to provide innovative foreign exchange solutions for cross-border payments, for a total purchase consideration of $893 million (which includes the fair value of Visa’s previously held equity interest in Currencycloud). The Company allocated $150 million of the purchase consideration to technology, intangible assets, other net assets acquired and deferred tax liabilities and the remaining $743 million to goodwill.
Tink
On March 10, 2022, Visa acquired 100% of the share capital of Tink AB (“Tink”) for $1.9 billion in cash. Tink is a European 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.
Total purchase consideration has been allocated to the assets acquired and liabilities assumed and is subject to revision. If additional information becomes available, the Company may further revise the purchase price allocation as soon as practicable, but no later than one year from the acquisition date; however, at this time, material changes are not expected.
The following table summarizes the purchase price allocation for Tink:
| Purchase Price Allocation | Weighted-Average Useful Life | ||||||||||
| (in millions) | (in years) | ||||||||||
| Technology | $ | 245 | 4 | ||||||||
| Customer relationships | 90 | 6 | |||||||||
| Deferred tax liabilities | (71) | ||||||||||
| Other net assets acquired (liabilities assumed) | 22 | ||||||||||
| Goodwill | 1,577 | ||||||||||
| Total | $ | 1,863 | 5 | ||||||||
Goodwill is primarily attributable to synergies expected to be achieved from the acquisition and the assembled workforce. None of the goodwill recognized is expected to be deductible for tax purposes.
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Note 3—Revenues
The nature, amount, timing and uncertainty of the Company’s revenues and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenues by revenue category and by geography:
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Service revenues | $ | 3,189 | $ | 2,828 | $ | 9,903 | $ | 8,350 | |||||||||||||||
| Data processing revenues | 3,579 | 3,327 | 10,673 | 9,356 | |||||||||||||||||||
| International transaction revenues | 2,560 | 1,696 | 6,942 | 4,635 | |||||||||||||||||||
| Other revenues | 517 | 409 | 1,440 | 1,185 | |||||||||||||||||||
| Client incentives | (2,570) | (2,130) | (7,435) | (5,980) | |||||||||||||||||||
| Net revenues | $ | 7,275 | $ | 6,130 | $ | 21,523 | $ | 17,546 | |||||||||||||||
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| U.S. | $ | 3,170 | $ | 2,806 | $ | 9,427 | $ | 8,156 | |||||||||||||||
| International | 4,105 | 3,324 | 12,096 | 9,390 | |||||||||||||||||||
| Net revenues | $ | 7,275 | $ | 6,130 | $ | 21,523 | $ | 17,546 | |||||||||||||||
Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the consolidated statements of cash flows as follows:
| June 30, 2022 | September 30, 2021 | ||||||||||
| (in millions) | |||||||||||
| Cash and cash equivalents | $ | 14,047 | $ | 16,487 | |||||||
| Restricted cash and restricted cash equivalents: | |||||||||||
| U.S. litigation escrow | 1,483 | 894 | |||||||||
| Customer collateral | 2,261 | 2,260 | |||||||||
| Prepaid expenses and other current assets | 1,205 | 158 | |||||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ | 18,996 | $ | 19,799 | |||||||
Prepaid expenses and other current assets include restricted cash and restricted cash equivalents related to funds held by the Company, primarily from Currencycloud, on behalf of clients in segregated bank accounts that 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 unaudited consolidated balance sheets.
Note 5—U.S. and Europe Retrospective Responsibility Plans
U.S. Retrospective Responsibility Plan
Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation referred to as the “U.S. covered litigation” are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 13—Legal Matters.
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The following table presents the changes in the restricted cash equivalents—U.S. litigation escrow account:
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in millions) | |||||||||||
| Balance at beginning of period | $ | 894 | $ | 901 | |||||||
| Deposits into the litigation escrow account | 850 | — | |||||||||
Payments to opt-out merchants(1) and interest earned on escrow funds | (261) | (7) | |||||||||
| Balance at end of period | $ | 1,483 | $ | 894 | |||||||
(1)These payments are associated with the interchange multidistrict litigation. See Note 13—Legal Matters.
Europe Retrospective Responsibility Plan
Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (the “VE territory covered litigation”). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (the “VE territory covered losses”) through a periodic adjustment to the class A common stock conversion rates applicable to the series B and C preferred stock. VE territory covered losses are recorded in “right to recover for covered losses” within stockholders’ equity before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than €20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in “right to recover for covered losses” as contra-equity is then recorded against the book value of the preferred stock within stockholders’ equity.
The following table presents the activities related to VE territory covered losses in preferred stock and “right to recover for covered losses” within stockholders’ equity:
| Preferred Stock | Right to Recover for Covered Losses | ||||||||||||||||
| Series B | Series C | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Balance as of September 30, 2021 | $ | 1,071 | $ | 1,523 | $ | (133) | |||||||||||
VE territory covered losses incurred(1) | — | — | (31) | ||||||||||||||
| Recovery through conversion rate adjustment | (135) | (6) | 141 | ||||||||||||||
| Balance as of June 30, 2022 | $ | 936 | $ | 1,517 | $ | (23) | |||||||||||
| Preferred Stock | Right to Recover for Covered Losses | ||||||||||||||||
| Series B | Series C | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Balance as of September 30, 2020 | $ | 1,106 | $ | 1,543 | $ | (39) | |||||||||||
VE territory covered losses incurred(1) | — | — | (38) | ||||||||||||||
Recovery through conversion rate adjustment(2) | (35) | (20) | 53 | ||||||||||||||
| Balance as of June 30, 2021 | $ | 1,071 | $ | 1,523 | $ | (24) | |||||||||||
(1)VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 13—Legal Matters.
(2)Adjustment to right to recover for covered losses for the conversion rate adjustment differs from the actual recovered amount due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustment.
15
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:
| June 30, 2022 | September 30, 2021 | ||||||||||||||||||||||
As-converted Value of Preferred Stock(1),(2) | Book Value of Preferred Stock(1) | As-converted Value of Preferred Stock(1),(3) | Book Value of Preferred Stock(1) | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Series B preferred stock | $ | 2,957 | $ | 936 | $ | 3,493 | $ | 1,071 | |||||||||||||||
| Series C preferred stock | 4,241 | 1,517 | 4,806 | 1,523 | |||||||||||||||||||
| Total | 7,198 | 2,453 | 8,299 | 2,594 | |||||||||||||||||||
| Less: right to recover for covered losses | (23) | (23) | (133) | (133) | |||||||||||||||||||
| Total recovery for covered losses available | $ | 7,175 | $ | 2,430 | $ | 8,166 | $ | 2,461 | |||||||||||||||
(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 June 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) 6.055 and 6.824, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $196.89, Visa’s class A common stock closing stock price.
(3)As of September 30, 2021, 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) 6.321 and 6.834, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $222.75, Visa’s class A common stock closing stock price.
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 territories litigation management committee, carried out a release assessment. After the completion of this assessment, the Company announced on July 8, 2022 that it will release approximately $3.5 billion of the as-converted value from its series B and C preferred stock and will issue approximately 176,853 shares of series A preferred stock on July 29, 2022 (the “Sixth Anniversary Release”). Each holder of a share of series B and C preferred stock will receive a number of series A preferred stock equal to the applicable conversion adjustment divided by 100. The Company will pay cash in lieu of issuing fractional shares of series A preferred stock. Each share of series A preferred stock will be automatically converted into 100 shares of class A common stock in connection with a sale to a person eligible to hold class A common stock in accordance with Visa’s certificate of incorporation. Effective July 29, 2022, the release will result in a downward adjustment to the series B and C conversion rates of 3.084 and 3.179, respectively.
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Note 6—Fair Value Measurements and Investments
Assets and Liabilities Measured at Fair Value on a Recurring Basis
| Fair Value Measurements Using Inputs Considered as | |||||||||||||||||||||||
| Level 1 | Level 2 | ||||||||||||||||||||||
| June 30, 2022 | September 30, 2021 | June 30, 2022 | September 30, 2021 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents and restricted cash equivalents: | |||||||||||||||||||||||
Money market funds | $ | 10,894 | $ | 11,779 | $ | — | $ | — | |||||||||||||||
U.S. government-sponsored debt securities | — | — | — | 100 | |||||||||||||||||||
U.S. Treasury securities | 700 | 2,400 | — | — | |||||||||||||||||||
| Investment securities: | |||||||||||||||||||||||
Marketable equity securities | 564 | 490 | — | — | |||||||||||||||||||
U.S. government-sponsored debt securities | — | — | 15 | 245 | |||||||||||||||||||
U.S. Treasury securities | 4,920 | 2,985 | — | — | |||||||||||||||||||
| Other current and non-current assets: | |||||||||||||||||||||||
Money market funds | 4 | 4 | — | — | |||||||||||||||||||
Derivative instruments | — | — | 764 | 410 | |||||||||||||||||||
| Total | $ | 17,082 | $ | 17,658 | $ | 779 | $ | 755 | |||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Accrued compensation and benefits: | |||||||||||||||||||||||
Deferred compensation liability | $ | 153 | $ | 167 | $ | — | $ | — | |||||||||||||||
| Accrued and other liabilities: | |||||||||||||||||||||||
Derivative instruments | — | — | 292 | 109 | |||||||||||||||||||
| Total | $ | 153 | $ | 167 | $ | 292 | $ | 109 | |||||||||||||||
Level 1 assets and liabilities. Money market funds, marketable equity securities and U.S. Treasury securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan.
Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data.
U.S. government-sponsored debt securities and U.S. Treasury securities. As of June 30, 2022 and September 30, 2021, gross unrealized gains and losses were not material. As of June 30, 2022, $3.4 billion of the Company’s debt securities are due within one year and $2.2 billion is due between one to five years.
17
Assets Measured at Fair Value on a Non-recurring Basis
Non-marketable equity securities. The Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values. These investments are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that 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 held as of June 30, 2022 including cumulative unrealized gains and losses:
| June 30, 2022 | |||||
| (in millions) | |||||
| Initial cost basis | $ | 722 | |||
| Adjustments: | |||||
| Upward adjustments | 810 | ||||
| Downward adjustments (including impairment) | (350) | ||||
| Carrying amount, end of period | $ | 1,182 | |||
Unrealized gains and losses included in the carrying value of the Company’s non-marketable equity securities still held as of June 30, 2022 and 2021 were as follows:
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Upward adjustments | $ | 5 | $ | 180 | $ | 231 | $ | 323 | |||||||||||||||
| Downward adjustments (including impairment) | $ | (284) | $ | — | $ | (337) | $ | (2) | |||||||||||||||
For the three months ended June 30, 2022 and 2021, the Company recognized net unrealized losses of $278 million, and net unrealized gains of $434 million, respectively, on marketable and non-marketable equity securities still held as of quarter end. For the nine months ended June 30, 2022 and 2021, the Company recognized net unrealized losses of $262 million and net unrealized gains of $610 million, respectively, on marketable and non-marketable equity securities still held as of quarter end.
Non-financial assets and liabilities. Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are only recognized at fair value if they are deemed to be impaired. The Company performed its annual impairment review of its indefinite-lived intangible assets and goodwill as of February 1, 2022, and concluded there was no impairment as of that date. As of June 30, 2022, there were no impairment indicators.
Other Fair Value Disclosures
Debt. Debt instruments are measured at amortized cost on the Company’s unaudited consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of June 30, 2022, the carrying value and estimated fair value of debt was $23.8 billion and $22.5 billion, respectively. As of September 30, 2021, the carrying value and estimated fair value of debt was $21.0 billion and $22.5 billion, respectively.
Other financial instruments not measured at fair value. At June 30, 2022, the carrying values of settlement receivable and payable and customer collateral 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.
18
Note 7—Debt
The Company had outstanding debt as follows:
| June 30, 2022 | September 30, 2021 | Effective Interest Rate(1) | |||||||||||||||
| (in millions, except percentages) | |||||||||||||||||
| U.S. dollar notes | |||||||||||||||||
2.15% Senior Notes due September 2022 | $ | 1,000 | $ | 1,000 | 2.30 | % | |||||||||||
2.80% Senior Notes due December 2022 | 2,250 | 2,250 | 2.89 | % | |||||||||||||
3.15% Senior Notes due December 2025 | 4,000 | 4,000 | 3.26 | % | |||||||||||||
1.90% Senior Notes due April 2027 | 1,500 | 1,500 | 2.02 | % | |||||||||||||
0.75% Senior Notes due August 2027 | 500 | 500 | 0.84 | % | |||||||||||||
2.75% Senior Notes due September 2027 | 750 | 750 | 2.91 | % | |||||||||||||
2.05% Senior Notes due April 2030 | 1,500 | 1,500 | 2.13 | % | |||||||||||||
1.10% Senior Notes due February 2031 | 1,000 | 1,000 | 1.20 | % | |||||||||||||
4.15% Senior Notes due December 2035 | 1,500 | 1,500 | 4.23 | % | |||||||||||||
2.70% Senior Notes due April 2040 | 1,000 | 1,000 | 2.80 | % | |||||||||||||
4.30% Senior Notes due December 2045 | 3,500 | 3,500 | 4.37 | % | |||||||||||||
3.65% Senior Notes due September 2047 | 750 | 750 | 3.73 | % | |||||||||||||
2.00% Senior Notes due August 2050 | 1,750 | 1,750 | 2.09 | % | |||||||||||||
| Euro notes | |||||||||||||||||
1.50% Senior Notes due June 2026 | 1,423 | — | 1.71 | % | |||||||||||||
2.00% Senior Notes due June 2029 | 1,054 | — | 2.13 | % | |||||||||||||
2.375% Senior Notes due June 2034 | 685 | — | 2.53 | % | |||||||||||||
Total debt | 24,162 | 21,000 | |||||||||||||||
| Unamortized discounts and debt issuance costs | (181) | (161) | |||||||||||||||
Hedge accounting fair value adjustments(2) | (186) | 138 | |||||||||||||||
Total carrying value of debt | $ | 23,795 | $ | 20,977 | |||||||||||||
Reported as: | |||||||||||||||||
| Current maturities of debt | $ | 3,249 | $ | 999 | |||||||||||||
| Long-term debt | 20,546 | 19,978 | |||||||||||||||
Total carrying value of debt | $ | 23,795 | $ | 20,977 | |||||||||||||
(1)Effective interest rates disclosed do not reflect hedge accounting adjustments.
(2)Represents the change in fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes.
Senior Notes
In June 2022, the Company issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.0 billion ($3.2 billion), with maturities ranging between 4 and 12 years. The June 2026 Notes, 2029 Notes and 2034 Notes, or collectively, the "Euro Notes", have interest rates of 1.50%, 2.00% and 2.375%, respectively. Interest on the Euro Notes is payable annually on June 15 of each year, commencing June 15, 2023. The net aggregate proceeds, after deducting discounts and debt issuance costs, were approximately €3.0 billion ($3.2 billion). The Company plans to use the net proceeds for general corporate purposes, which may include, among other things, the refinancing of existing indebtedness.
The Company’s outstanding senior notes, or collectively, the “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 Notes are not secured by any assets of the Company and are not guaranteed by any of the Company’s subsidiaries. As of June 30, 2022, the Company was in compliance with all related covenants. Each series of Notes may be redeemed as a whole or in part at the Company’s option at any time at specified
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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.
Non-derivative Financial Instrument Designated as a Net Investment Hedge
The Company designated €1.2 billion of the €3.0 billion Euro Notes, a non-derivative financial instrument, as a hedge against a portion of the Company’s Euro-denominated net investment in Visa Europe. Changes in the value of the designated portion of the Euro Notes, attributable to the change in exchange rates at the end of each reporting period, partially offset the foreign currency translation adjustments resulting from the Euro-denominated net investment, are reported as a component of accumulated other comprehensive income or loss on the Company’s consolidated balance sheets.
Commercial Paper Program
Visa maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. Under the program, the Company is authorized to issue up to $3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance. During the three months ended June 30, 2022, the Company repaid $300 million and $650 million of commercial paper that was issued in March 2022 and April 2022, respectively. The Company had no outstanding obligations under the program as of June 30, 2022 and September 30, 2021.
Note 8—Settlement Guarantee Management
The Company indemnifies its clients for settlement losses suffered due to failure of any other client to fund its settlement obligations in accordance with the Visa operating rules. This indemnification creates settlement risk for the Company due to the difference in timing between the date of a payment transaction and the date of subsequent settlement.
Historically, the Company has experienced minimal losses as a result of its settlement risk guarantee. However, the Company’s future obligations, which could be material under its guarantees, are not determinable as they are dependent upon future events.
The Company’s settlement exposure is limited to the amount of unsettled Visa payment transactions at any point in time, which vary significantly day to day. During the nine months ended June 30, 2022, the Company’s maximum daily settlement exposure was $116.3 billion and the average daily settlement exposure was $71.8 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:
| June 30, 2022 | September 30, 2021 | ||||||||||
| (in millions) | |||||||||||
| Restricted cash and restricted cash equivalents | $ | 2,261 | $ | 2,260 | |||||||
| Pledged securities at market value | 300 | 254 | |||||||||
| Letters of credit | 1,622 | 1,518 | |||||||||
| Guarantees | 706 | 758 | |||||||||
| Total | $ | 4,889 | $ | 4,790 | |||||||
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Note 9—Stockholders’ Equity
As-converted class A common stock. The number of shares of each series and class, and the number of shares of class A common stock on an as-converted basis were as follows:
| June 30, 2022 | September 30, 2021 | ||||||||||||||||||||||||||||||||||
| Shares Outstanding | Conversion Rate Into Class A Common Stock | As-converted Class A Common Stock(1) | Shares Outstanding | Conversion Rate Into Class A Common Stock | As-converted Class A Common Stock(1) | ||||||||||||||||||||||||||||||
| (in millions, except conversion rate) | |||||||||||||||||||||||||||||||||||
| Series A preferred stock | — | (2) | 100.0000 | 6 | — | (2) | 100.0000 | 7 | |||||||||||||||||||||||||||
| Series B preferred stock | 2 | 6.0550 | 15 | 2 | 6.3210 | 16 | |||||||||||||||||||||||||||||
| Series C preferred stock | 3 | 6.8240 | 22 | 3 | 6.8340 | 22 | |||||||||||||||||||||||||||||
Class A common stock(3) | 1,637 | — | 1,637 | 1,677 | — | 1,677 | |||||||||||||||||||||||||||||
| Class B common stock | 245 | 1.6059 | (4) | 394 | 245 | 1.6228 | (4) | 398 | |||||||||||||||||||||||||||
| Class C common stock | 10 | 4.0000 | 40 | 10 | 4.0000 | 41 | |||||||||||||||||||||||||||||
| Total | 2,114 | 2,161 | |||||||||||||||||||||||||||||||||
(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)Class A common stock shares outstanding reflect repurchases that settled on or before June 30, 2022 and September 30, 2021, respectively.
(4)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.
Series A preferred stock issuance. On July 29, 2022, the Company will issue approximately 176,853 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 conversion rate of the shares of class B common stock to shares of class A common stock. 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. The deposit and recovery have the same economic effect on earnings per share as repurchasing the Company’s class A common stock, because it reduces the class B common stock and 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 class B common stock after deposit into the U.S. litigation escrow account for the nine months ended June 30, 2022. There was no comparable adjustment recorded for class B common stock for the nine months ended June 30, 2021.
| Nine Months Ended June 30, 2022 | |||||
| (in millions, except per share data) | |||||
| Reduction in equivalent number of class A common stock | 4 | ||||
Effective price per share(1) | $ | 205.06 | |||
| Deposits under the U.S. retrospective responsibility plan | $ | 850 | |||
(1)Effective price per share 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. Effective price per share for the fiscal year is calculated using the weighted-average effective prices of the respective adjustments made during the year.
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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:
| Nine Months Ended June 30, 2022 | Nine Months Ended June 30, 2021 | |||||||||||||||||||||||||
| 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) | — | (1) | — | (1) | |||||||||||||||||||
Effective price per share(2) | $ | 203.08 | $ | 202.55 | $ | 220.84 | $ | 220.71 | ||||||||||||||||||
Recovery through conversion rate adjustment | $ | 135 | $ | 6 | $ | 35 | $ | 20 | ||||||||||||||||||
(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 quarter 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. Effective price per share for each fiscal year is calculated using the weighted-average effective prices of the respective adjustments made during the year.
Common stock repurchases. The following table presents share repurchases in the open market:
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
Shares repurchased in the open market(1) | 12 | 10 | 46 | 27 | |||||||||||||||||||
Average repurchase price per share(2) | $ | 202.81 | $ | 227.11 | $ | 208.30 | $ | 213.02 | |||||||||||||||
Total cost(2) | $ | 2,433 | $ | 2,200 | $ | 9,486 | $ | 5,709 | |||||||||||||||
(1)Shares repurchased in the open market reflect repurchases that settled during the three and nine months ended June 30, 2022 and 2021, respectively. 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 price per share and total cost are calculated based on unrounded numbers.
In December 2021, the Company’s board of directors authorized a $12.0 billion share repurchase program (the “December 2021 Program”). Previously, in January 2021, the Company’s board of directors authorized an $8.0 billion share repurchase program. These authorizations have no expiration date. As of June 30, 2022, the Company’s repurchase program had remaining authorized funds of $7.3 billion. All share repurchase programs authorized prior to the December 2021 Program have been completed.
Dividends. The Company declared and paid dividends of $798 million and $698 million during the three months ended June 30, 2022 and 2021, respectively, and $2.4 billion and $2.1 billion during the nine months ended June 30, 2022 and 2021, respectively. On July 22, 2022, the Company’s board of directors declared a quarterly cash dividend of $0.375 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), which will be paid on September 1, 2022, to all holders of record as of August 12, 2022.
Note 10—Earnings Per Share
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 outstanding and participating securities 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 9—Stockholders’ Equity.
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Diluted earnings per share is computed by dividing net income available by the weighted-average number of shares of common stock outstanding, participating securities 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.
The following table presents earnings per share for the three months ended June 30, 2022:
| Basic Earnings Per Share | Diluted Earnings Per Share | ||||||||||||||||||||||||||||||||||
Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | ||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||
| Class A common stock | $ | 2,634 | 1,642 | $ | 1.60 | $ | 3,411 | 2,129 | (3) | $ | 1.60 | ||||||||||||||||||||||||
| Class B common stock | 637 | 245 | $ | 2.59 | $ | 636 | 245 | $ | 2.59 | ||||||||||||||||||||||||||
| Class C common stock | 64 | 10 | $ | 6.42 | $ | 64 | 10 | $ | 6.41 | ||||||||||||||||||||||||||
| Participating securities | 76 | Not presented | Not presented | $ | 76 | Not presented | Not presented | ||||||||||||||||||||||||||||
| Net income | $ | 3,411 | |||||||||||||||||||||||||||||||||
The following table presents earnings per share for the nine months ended June 30, 2022:
| Basic Earnings Per Share | Diluted Earnings Per Share | ||||||||||||||||||||||||||||||||||
Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | ||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||
| Class A common stock | $ | 8,518 | 1,655 | $ | 5.15 | $ | 11,017 | 2,143 | (3) | $ | 5.14 | ||||||||||||||||||||||||
| Class B common stock | 2,046 | 245 | $ | 8.33 | $ | 2,044 | 245 | $ | 8.33 | ||||||||||||||||||||||||||
| Class C common stock | 207 | 10 | $ | 20.58 | $ | 207 | 10 | $ | 20.56 | ||||||||||||||||||||||||||
| Participating securities | 246 | Not presented | Not presented | $ | 246 | Not presented | Not presented | ||||||||||||||||||||||||||||
| Net income | $ | 11,017 | |||||||||||||||||||||||||||||||||
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The following table presents earnings per share for the three months ended June 30, 2021:
| Basic Earnings Per Share | Diluted Earnings Per Share | ||||||||||||||||||||||||||||||||||
Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | ||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||
| Class A common stock | $ | 1,996 | 1,691 | $ | 1.18 | $ | 2,575 | 2,184 | (3) | $ | 1.18 | ||||||||||||||||||||||||
| Class B common stock | 470 | 245 | $ | 1.92 | $ | 470 | 245 | $ | 1.91 | ||||||||||||||||||||||||||
| Class C common stock | 49 | 10 | $ | 4.72 | $ | 49 | 10 | $ | 4.72 | ||||||||||||||||||||||||||
| Participating securities | 60 | Not presented | Not presented | $ | 60 | Not presented | Not presented | ||||||||||||||||||||||||||||
| Net income | $ | 2,575 | |||||||||||||||||||||||||||||||||
The following table presents earnings per share for the nine months ended June 30, 2021:
| Basic Earnings Per Share | Diluted Earnings Per Share | ||||||||||||||||||||||||||||||||||
Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | Income Allocation (A)(1) | Weighted- Average Shares Outstanding (B) | Earnings per Share = (A)/(B)(2) | ||||||||||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||||||||||||||
| Class A common stock | $ | 6,748 | 1,693 | $ | 3.99 | $ | 8,727 | 2,192 | (3) | $ | 3.98 | ||||||||||||||||||||||||
| Class B common stock | 1,588 | 245 | $ | 6.47 | $ | 1,586 | 245 | $ | 6.46 | ||||||||||||||||||||||||||
| Class C common stock | 169 | 11 | $ | 15.94 | $ | 169 | 11 | $ | 15.92 | ||||||||||||||||||||||||||
| Participating securities | 222 | Not presented | Not presented | $ | 221 | Not presented | Not presented | ||||||||||||||||||||||||||||
| Net income | $ | 8,727 | |||||||||||||||||||||||||||||||||
(1)The weighted-average number of shares of as-converted class B common stock used in the income allocation was 397 million for the three months ended June 30, 2022 and 398 million for nine months ended June 30, 2022 and three and nine months ended June 30, 2021. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 40 million for the three and nine months ended June 30, 2022 and 42 million for the three and nine months ended June 30, 2021. The weighted-average number of shares of preferred stock included within participating securities was 6 million of as-converted series A preferred stock for the three and nine months ended June 30, 2022 and 9 million and 14 million of as-converted series A preferred stock for the three and nine months ended June 30, 2021, respectively, 15 million of as-converted series B preferred stock for the three months ended June 30, 2022 and 16 million of as-converted series B preferred stock for the nine months ended June 30, 2022 and three and nine months ended June 30, 2021 and 22 million of as-converted series C preferred stock for the three and nine months ended June 30, 2022 and 2021.
(2)Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share is calculated based on unrounded numbers.
(3)Weighted-average diluted shares outstanding are calculated on an as-converted basis and include incremental common stock equivalents, as calculated under the treasury stock method. The common stock equivalents are not material for the three and nine months ended June 30, 2022 and 2021.
Note 11—Share-based Compensation
The Company granted the following equity awards to employees and non-employee directors under the 2007 Equity Incentive Compensation Plan, or the EIP, during the nine months ended June 30, 2022:
| Granted | Weighted-Average Grant Date Fair Value | Weighted-Average Exercise Price | |||||||||||||||
| Non-qualified stock options | 961,570 | $ | 43.16 | $ | 200.86 | ||||||||||||
| Restricted stock units | 3,413,085 | $ | 203.22 | ||||||||||||||
Performance-based shares(1) | 440,722 | $ | 186.50 | ||||||||||||||
(1)Represents the maximum number of performance-based shares which could be earned.
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Related to the EIP, the Company recorded share-based compensation cost, net of estimated forfeitures, of $145 million and $153 million for the three months ended June 30, 2022 and 2021, respectively, and $447 million and $417 million for the nine months ended June 30, 2022 and 2021, respectively.
Note 12—Income Taxes
For the three and nine months ended June 30, 2022, the effective income tax rates were 11% and 17%, respectively, and for the three and nine months ended June 30, 2021, the effective income tax rates were 41% and 26%, respectively. The effective tax rates for the three and nine months ended June 30, 2022 differ from the effective tax rates for the same periods in the prior year primarily due to the following:
•during the three months ended June 30, 2022, a decrease in the state apportionment rate, including a $176 million tax benefit related to prior years, as a result of a tax position taken related to a recent ruling;
•during the three months ended June 30, 2021, a $1.0 billion non-recurring, non-cash tax expense related to the remeasurement of UK deferred tax liabilities;
•during the three months ended June 30, 2021, a $51 million tax benefit as a result of a tax position taken on certain expenses; and
•during the nine months ended June 30, 2021, $147 million of tax benefits as a result of the conclusion of audits by taxing authorities.
During the three and nine months ended June 30, 2022, the Company’s gross unrecognized tax benefits decreased by $34 million and increased by $109 million, respectively. The Company’s net unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate, decreased by $75 million and $29 million, respectively. The change in unrecognized tax benefits is primarily related to the change in state apportionment mentioned above, partially offset by an increase in gross timing differences as well as various tax positions across several jurisdictions. During the three and nine months ended June 30, 2022, the Company’s accrued penalties related to uncertain tax positions decreased by $31 million.
The Company’s tax filings are subject to examination by U.S. federal, state and foreign taxing authorities. The timing and outcome of the final resolutions of the various ongoing income tax examinations are highly uncertain. It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next twelve months.
Note 13—Legal Matters
The Company is party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. Accordingly, except as disclosed, the Company has not established reserves or ranges of possible loss related to these proceedings, as at this time in the proceedings, the matters do not relate to a probable loss and/or the amount or range of losses are not reasonably estimable. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties.
The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date.
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The following table summarizes the activity related to accrued litigation:
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in millions) | |||||||||||
| Balance at beginning of period | $ | 983 | $ | 914 | |||||||
| Provision for uncovered legal matters | 2 | 5 | |||||||||
| Provision for covered legal matters | 878 | 23 | |||||||||
| Payments for legal matters | (377) | (42) | |||||||||
| Balance at end of period | $ | 1,486 | $ | 900 | |||||||
Accrual Summary—U.S. Covered Litigation
Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans.
The following table summarizes the accrual activity related to U.S. covered litigation:
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in millions) | |||||||||||
| Balance at beginning of period | $ | 881 | $ | 888 | |||||||
| Provision for interchange multidistrict litigation | 861 | — | |||||||||
| Payments for U.S. covered litigation | (262) | (7) | |||||||||
| Balance at end of period | $ | 1,480 | $ | 881 | |||||||
During the three and nine months ended June 30, 2022, the Company recorded additional accruals of $716 million and $861 million, respectively, and deposited $600 million and $850 million, respectively, into the U.S. litigation escrow account to address claims of certain merchants who opted out of the Amended Settlement Agreement. The U.S. covered litigation accrual balance is consistent with the Company’s estimate of its share of the lower end of a probable and reasonably estimable loss with respect to 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.
Accrual Summary—VE Territory Covered Litigation
Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans.
26
The following table summarizes the accrual activity related to VE territory covered litigation:
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in millions) | |||||||||||
| Balance at beginning of period | $ | 102 | $ | 21 | |||||||
| Provision for VE territory covered litigation | 17 | 23 | |||||||||
| Payments for VE territory covered litigation | (114) | (29) | |||||||||
| Balance at end of period | $ | 5 | $ | 15 | |||||||
U.S. Covered Litigation
Interchange Multidistrict Litigation (MDL) - Putative Class Actions
On July 18, 2022, in response to an order from the U.S. Court of Appeals for the Second Circuit, the district court certified its final approval of the Amended Settlement Agreement as a partial final judgment.
Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions
Visa has reached settlements with a number of merchants representing approximately 55% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.
VE Territory Covered Litigation
Europe Merchant Litigation
Since July 2013, in excess of 850 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) have commenced proceedings against Visa Europe, Visa Inc. and other Visa subsidiaries in the UK, Belgium, Poland and Israel primarily relating to interchange rates in Europe and in some cases relating to fees charged by Visa and certain Visa rules. As of the filing date, Visa has settled the claims asserted by over 150 Merchants, leaving more than 650 Merchants with outstanding claims. In addition, over 30 additional Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled.
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 February 1, 2022, the UK Court of Appeal granted claimants permission to appeal the CAT’s ruling and an appeal hearing is scheduled for July 2022.
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 from 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.
Other Litigation
On July 3, 2022, Visa filed a motion challenging jurisdiction in the action filed against Visa and MasterCard in the Israel Central District Court.
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Other Litigation
Pulse Network
On April 5, 2022, the U.S. Court of Appeals for the Fifth Circuit reversed, in part, the district court’s summary judgment decision in Visa's favor, finding that Pulse has standing to pursue certain of its claims, and remanded the case to the district court for further proceedings.
German ATM Litigation
Between December 2021 and June 2022, Visa was served with claims in Germany brought by German savings 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 they are seeking damages. Visa has filed challenges to the jurisdiction of the German courts to hear these claims.
Foreign Currency Exchange Rate Litigation
On December 6, 2021, an amended complaint making similar allegations regarding the setting of foreign exchange rates was filed by several individuals on behalf of a nationwide class, and/or California, Washington, Massachusetts or New Jersey subclasses, of cardholders who made a transaction in a foreign currency. The amended complaint asserts 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 January 19, 2022, Visa filed a motion to dismiss the amended complaint.
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| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
This management’s discussion and analysis provides a review of the results of operations, financial condition and the liquidity and capital resources of Visa Inc. and its subsidiaries (“Visa,” “we,” “us,” “our” or the “Company”) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1—Financial Statements of this report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the 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 as a result of the invasion of Ukraine by Russia; the ongoing effects of the COVID-19 pandemic, as well as the reopening of borders and resumption of international travel; 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 our SEC filings, including our Annual Report on Form 10-K, for the year ended September 30, 2021, and our subsequent reports on Forms 10-Q and 8-K. 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.
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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 network of consumers, merchants, financial institutions and government entities through innovative technologies. We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institutions and merchants through VisaNet, our advanced transaction processing network. We offer products and solutions 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:
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % Change(1) | 2022 | 2021 | % Change(1) | ||||||||||||||||||||||||||||||
| (in millions, except percentages and per share data) | |||||||||||||||||||||||||||||||||||
| Net revenues | $ | 7,275 | $ | 6,130 | 19 | % | $ | 21,523 | $ | 17,546 | 23 | % | |||||||||||||||||||||||
| Operating expenses | $ | 3,127 | $ | 2,066 | 51 | % | $ | 7,797 | $ | 6,057 | 29 | % | |||||||||||||||||||||||
| Net income | $ | 3,411 | $ | 2,575 | 32 | % | $ | 11,017 | $ | 8,727 | 26 | % | |||||||||||||||||||||||
| Diluted earnings per share | $ | 1.60 | $ | 1.18 | 36 | % | $ | 5.14 | $ | 3.98 | 29 | % | |||||||||||||||||||||||
Non-GAAP operating expenses(2) | $ | 2,353 | $ | 2,048 | 15 | % | $ | 6,755 | $ | 5,854 | 15 | % | |||||||||||||||||||||||
Non-GAAP net income(2) | $ | 4,206 | $ | 3,256 | 29 | % | $ | 11,943 | $ | 9,412 | 27 | % | |||||||||||||||||||||||
Non-GAAP diluted earnings per share(2) | $ | 1.98 | $ | 1.49 | 33 | % | $ | 5.57 | $ | 4.29 | 30 | % | |||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
(2)For a full reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below.
Russia & Ukraine. During the quarter ended March 31, 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. We announced in March 2022 that we were suspending our operations in Russia. As a result, we are no longer generating revenue from domestic and cross-border activities related to Russia. Since 2015, domestic transactions have been processed by Russia’s state-owned payments operator, National Payment Card System. With respect to cross-border activities, all transactions initiated with Visa cards issued by financial institutions outside Russia no longer work within Russia, and all transactions on cards issued in Russia no longer work outside the country. Furthermore, during the quarter ended March 31, 2022 we deconsolidated our Russian subsidiary, as required under U.S. GAAP. For the nine months ended June 30, 2022 and full year fiscal 2021, total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, were approximately 3% and 4% of our consolidated net revenues, respectively.
With respect to Russia's invasion of Ukraine, our priority is ensuring the safety and security of our colleagues and their families who are directly impacted. We are in close contact with those in the region and are providing ongoing support to our colleagues.
COVID-19. As the effects of the evolving COVID-19 pandemic continue, our priority remains the safety of our employees, clients and the communities in which we live and operate. We are taking a phased approach to reopening our offices, with the return to office of our U.S. employees in April 2022 in a new hybrid model of flexible work.
The ongoing effects of Russia’s invasion of Ukraine and COVID-19 are difficult to predict due to numerous uncertainties identified in Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. We will continue to evaluate the nature and extent of the impact to our business.
Highlights for the first nine months of fiscal 2022. For the three and nine months ended June 30, 2022, net revenues increased 19% and 23% over the prior-year comparable periods, primarily due to the growth in nominal cross-border volume, nominal payments volume and processed transactions, partially offset by higher client incentives. During the three and nine months ended June 30, 2022, exchange rate movements and our hedging
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program negatively impacted our net revenues growth by approximately three percentage points and two percentage points, respectively.
For the three months ended June 30, 2022, GAAP operating expenses increased 51% over the prior-year comparable period primarily due to higher expenses for litigation provision and personnel. For the nine months ended June 30, 2022, GAAP operating expenses increased 29% over the prior-year comparable period primarily due to higher expenses related to litigation provision and personnel. See Results of Operations—Operating Expenses below for further discussion. During the three and nine months ended June 30, 2022, exchange rate movements positively impacted our operating expense growth by approximately two percentage points.
For the three months ended June 30, 2022, non-GAAP operating expenses increased 15% over the prior-year comparable period primarily due to higher expenses for personnel and general and administrative. For the nine months ended June 30, 2022, non-GAAP operating expenses increased 15% over the prior year comparable period primarily due to higher expenses related to personnel and marketing.
Senior notes. In June 2022, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.0 billion, with maturities ranging between 4 and 12 years. See Note 7—Debt to our unaudited consolidated financial statements.
Acquisitions. On December 20, 2021, we acquired The Currency Cloud Group Limited (“Currencycloud”), a UK-based global platform that enables banks and fintechs to provide innovative foreign exchange solutions for cross-border payments, for a total purchase consideration of $893 million (which includes the fair value of our previously held equity interest in Currencycloud).
On March 10, 2022, we acquired 100% of the share capital of Tink AB (“Tink”) for $1.9 billion in cash. Tink is a European open banking platform that enables financial institutions, fintechs and merchants to build financial products and services and move money. See Note 2—Acquisitions to our unaudited consolidated financial statements.
Interchange multidistrict litigation. During the nine months ended June 30, 2022, we recorded additional accruals of $861 million to address claims associated with the interchange multidistrict litigation. We also made deposits of $850 million into the U.S. litigation escrow account. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.
Common stock repurchases. In December 2021, our board of directors authorized a $12.0 billion share repurchase program. During the nine months ended June 30, 2022, we repurchased 46 million shares of our class A common stock in the open market for $9.5 billion. As of June 30, 2022, our repurchase program had remaining authorized funds of $7.3 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.
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 and the related tax impacts 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 and the related tax impact 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 and the related tax impacts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.
•Litigation provision. During the three and nine months ended June 30, 2022, we recorded additional accruals to address claims associated with the interchange multidistrict litigation of $716 million and $861 million, respectively, and related tax benefit of $159 million and $191 million, respectively, determined by applying applicable tax rates. 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 conversion rate of our class B common stock to shares of class A common stock. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.
•Russia-Ukraine charges. During the nine months ended June 30, 2022, we recorded a loss within general and administrative expense of $35 million from the deconsolidation of our Russian subsidiary. See Note 1—Summary of Significant Accounting Policies to our unaudited consolidated financial statements. We also incurred charges of $25 million in personnel expense as a result of steps taken to support our employees in Russia and Ukraine. We have excluded these amounts and the related tax benefit of $4 million, determined by applying applicable tax rates, as they are one-time charges and do not reflect the underlying performance of our business.
•Remeasurement of deferred tax balances. During the three and nine months ended June 30, 2021, in connection with the UK enacted legislation on June 10, 2021 that will increase the tax rate from 19% to 25%, effective April 1, 2023, we remeasured our net deferred tax liabilities, resulting in the recognition of a non-recurring, non-cash income tax expense of $1.0 billion.
•Indirect taxes. During the nine months ended June 30, 2021, we recognized a one-time charge within general and administrative expense of $152 million, and related tax benefit of $40 million determined by applying applicable tax rates. This charge is 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:
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||||||||||||||
| Operating Expenses | Non-operating Income (Expense) | Income Tax Provision | Effective Income Tax Rate(1) | Net Income | Diluted Earnings Per Share(1) | ||||||||||||||||||||||||||||||
| (in millions, except percentages and per share data) | |||||||||||||||||||||||||||||||||||
| As reported | $ | 3,127 | $ | (319) | $ | 418 | 10.9 | % | $ | 3,411 | $ | 1.60 | |||||||||||||||||||||||
| (Gains) losses on equity investments, net | — | 246 | 54 | 192 | 0.09 | ||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | (44) | — | 10 | 34 | 0.02 | ||||||||||||||||||||||||||||||
| Acquisition-related costs | (14) | — | 2 | 12 | 0.01 | ||||||||||||||||||||||||||||||
| Litigation provision | (716) | — | 159 | 557 | 0.26 | ||||||||||||||||||||||||||||||
| Non-GAAP | $ | 2,353 | $ | (73) | $ | 643 | 13.3 | % | $ | 4,206 | $ | 1.98 | |||||||||||||||||||||||
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| Nine Months Ended June 30, 2022 | |||||||||||||||||||||||||||||||||||
| Operating Expenses | Non-operating Income (Expense) | Income Tax Provision | Effective Income Tax Rate(1) | Net Income | Diluted Earnings Per Share(1) | ||||||||||||||||||||||||||||||
| (in millions, except percentages and per share data) | |||||||||||||||||||||||||||||||||||
| As reported | $ | 7,797 | $ | (458) | $ | 2,251 | 17.0 | % | $ | 11,017 | $ | 5.14 | |||||||||||||||||||||||
| (Gains) losses on equity investments, net | — | 142 | 40 | 102 | 0.05 | ||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | (77) | — | 17 | 60 | 0.03 | ||||||||||||||||||||||||||||||
| Acquisition-related costs | (44) | — | 6 | 38 | 0.02 | ||||||||||||||||||||||||||||||
| Litigation provision | (861) | — | 191 | 670 | 0.31 | ||||||||||||||||||||||||||||||
| Russia-Ukraine charges | (60) | — | 4 | 56 | 0.03 | ||||||||||||||||||||||||||||||
| Non-GAAP | $ | 6,755 | $ | (316) | $ | 2,509 | 17.4 | % | $ | 11,943 | $ | 5.57 | |||||||||||||||||||||||
| Three Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||
| Operating Expenses | Non-operating Income (Expense) | Income Tax Provision | Effective Income Tax Rate(1) | Net Income | Diluted Earnings Per Share(1) | ||||||||||||||||||||||||||||||
| (in millions, except percentages and per share data) | |||||||||||||||||||||||||||||||||||
| As reported | $ | 2,066 | $ | 325 | $ | 1,814 | 41.3 | % | $ | 2,575 | $ | 1.18 | |||||||||||||||||||||||
| (Gains) losses on equity investments, net | — | (439) | (99) | (340) | (0.16) | ||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | (13) | — | 3 | 10 | — | ||||||||||||||||||||||||||||||
| Acquisition-related costs | (5) | — | 1 | 4 | — | ||||||||||||||||||||||||||||||
| Remeasurement of deferred tax balances | — | — | (1,007) | 1,007 | 0.46 | ||||||||||||||||||||||||||||||
| Non-GAAP | $ | 2,048 | $ | (114) | $ | 712 | 17.9 | % | $ | 3,256 | $ | 1.49 | |||||||||||||||||||||||
| Nine Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||
| Operating Expenses | Non-operating Income (Expense) | Income Tax Provision | Effective Income Tax Rate(1) | Net Income | Diluted Earnings Per Share(1) | ||||||||||||||||||||||||||||||
| (in millions, except percentages and per share data) | |||||||||||||||||||||||||||||||||||
| As reported | $ | 6,057 | $ | 276 | $ | 3,038 | 25.8 | % | $ | 8,727 | $ | 3.98 | |||||||||||||||||||||||
| (Gains) losses on equity investments, net | — | (611) | (138) | (473) | (0.22) | ||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | (38) | — | 9 | 29 | 0.01 | ||||||||||||||||||||||||||||||
| Acquisition-related costs | (13) | — | 3 | 10 | — | ||||||||||||||||||||||||||||||
| Remeasurement of deferred tax balances | — | — | (1,007) | 1,007 | 0.46 | ||||||||||||||||||||||||||||||
| Indirect taxes | (152) | — | 40 | 112 | 0.05 | ||||||||||||||||||||||||||||||
| Non-GAAP | $ | 5,854 | $ | (335) | $ | 1,945 | 17.1 | % | $ | 9,412 | $ | 4.29 | |||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.
Payments volume and processed transactions. Payments volume is the primary driver for our service revenues, and the number of processed transactions is the primary driver for our data processing revenues.
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Payments volume represents the aggregate dollar amount of purchases made with cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume. Nominal payments volume is denominated in U.S. dollars and is calculated each quarter by applying an established U.S. dollar/foreign currency exchange rate for each local currency in which our volumes are reported. Processed transactions represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks.
The following table presents nominal payments and cash volume:
| U.S. | International | Visa Inc. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31,(1) | Three Months Ended March 31,(1) | Three Months Ended March 31,(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % Change(2) | 2022 | 2021 | % Change(2) | 2022 | 2021 | % Change(2) | |||||||||||||||||||||||||||||||||||||||||||||
| (in billions, except percentages) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nominal payments volume | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Consumer credit | $ | 487 | $ | 384 | 27 | % | $ | 659 | $ | 584 | 13 | % | $ | 1,146 | $ | 968 | 18 | % | |||||||||||||||||||||||||||||||||||
Consumer debit(3) | 637 | 607 | 5 | % | 659 | 584 | 13 | % | 1,295 | 1,191 | 9 | % | |||||||||||||||||||||||||||||||||||||||||
Commercial(4) | 214 | 166 | 28 | % | 120 | 99 | 22 | % | 334 | 265 | 26 | % | |||||||||||||||||||||||||||||||||||||||||
Total nominal payments volume(2) | $ | 1,337 | $ | 1,157 | 16 | % | $ | 1,438 | $ | 1,267 | 13 | % | $ | 2,775 | $ | 2,424 | 14 | % | |||||||||||||||||||||||||||||||||||
Cash volume(5) | 144 | 158 | (9 | %) | 464 | 463 | — | % | 608 | 621 | (2 | %) | |||||||||||||||||||||||||||||||||||||||||
Total nominal volume(2),(6) | $ | 1,482 | $ | 1,316 | 13 | % | $ | 1,902 | $ | 1,730 | 10 | % | $ | 3,383 | $ | 3,045 | 11 | % | |||||||||||||||||||||||||||||||||||
| U.S. | International | Visa Inc. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Nine Months Ended March 31,(1) | Nine Months Ended March 31,(1) | Nine Months Ended March 31,(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % Change(2) | 2022 | 2021 | % Change(2) | 2022 | 2021 | % Change(2) | |||||||||||||||||||||||||||||||||||||||||||||
| (in billions, except percentages) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nominal payments volume | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer credit | $ | 1,492 | $ | 1,175 | 27 | % | $ | 2,018 | $ | 1,778 | 14 | % | $ | 3,510 | $ | 2,953 | 19 | % | |||||||||||||||||||||||||||||||||||
Consumer debit(3) | 1,927 | 1,718 | 12 | % | 2,081 | 1,782 | 17 | % | 4,008 | 3,500 | 15 | % | |||||||||||||||||||||||||||||||||||||||||
Commercial(4) | 637 | 501 | 27 | % | 366 | 296 | 24 | % | 1,003 | 797 | 26 | % | |||||||||||||||||||||||||||||||||||||||||
Total nominal payments volume(2) | $ | 4,057 | $ | 3,394 | 20 | % | $ | 4,465 | $ | 3,855 | 16 | % | $ | 8,522 | $ | 7,249 | 18 | % | |||||||||||||||||||||||||||||||||||
Cash volume(5) | 477 | 466 | 2 | % | 1,475 | 1,442 | 2 | % | 1,952 | 1,908 | 2 | % | |||||||||||||||||||||||||||||||||||||||||
Total nominal volume(2),(6) | $ | 4,533 | $ | 3,860 | 17 | % | $ | 5,940 | $ | 5,297 | 12 | % | $ | 10,473 | $ | 9,157 | 14 | % | |||||||||||||||||||||||||||||||||||
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The following table presents the change in nominal and constant payments and cash volume:
| International | Visa Inc. | International | Visa Inc. | ||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2022 vs. 2021(1),(2) | Three Months Ended March 31, 2022 vs. 2021(1),(2) | Nine Months Ended March 31, 2022 vs. 2021(1),(2) | Nine Months Ended March 31, 2022 vs. 2021(1),(2) | ||||||||||||||||||||||||||||||||||||||||||||
| Nominal | Constant(7) | Nominal | Constant(7) | Nominal | Constant(7) | Nominal | Constant(7) | ||||||||||||||||||||||||||||||||||||||||
Payments volume growth | |||||||||||||||||||||||||||||||||||||||||||||||
| Consumer credit growth | 13 | % | 17 | % | 18 | % | 21 | % | 14 | % | 15 | % | 19 | % | 20 | % | |||||||||||||||||||||||||||||||
Consumer debit growth(3) | 13 | % | 18 | % | 9 | % | 11 | % | 17 | % | 17 | % | 15 | % | 15 | % | |||||||||||||||||||||||||||||||
Commercial growth(4) | 22 | % | 29 | % | 26 | % | 29 | % | 24 | % | 26 | % | 26 | % | 27 | % | |||||||||||||||||||||||||||||||
| Total payments volume growth | 13 | % | 18 | % | 14 | % | 17 | % | 16 | % | 17 | % | 18 | % | 18 | % | |||||||||||||||||||||||||||||||
Cash volume growth(5) | — | % | 7 | % | (2 | %) | 2 | % | 2 | % | 6 | % | 2 | % | 5 | % | |||||||||||||||||||||||||||||||
| Total volume growth | 10 | % | 15 | % | 11 | % | 14 | % | 12 | % | 14 | % | 14 | % | 15 | % | |||||||||||||||||||||||||||||||
(1)Service revenues in a given quarter are assessed based on nominal payments volume in the prior quarter. Therefore, service revenues reported for the three and nine months ended June 30, 2022 and 2021, respectively, were based on nominal payments volume reported by our financial institution clients for the three and nine months ended March 31, 2022 and 2021, respectively. On occasion, previously presented volume information may be updated. Prior-period updates are not material.
(2)Figures in the table may not recalculate exactly due to rounding. Percentage changes and totals are calculated based on unrounded numbers.
(3)Includes consumer prepaid volume and Interlink volume.
(4)Includes large, medium and small business credit and debit, as well as commercial prepaid volume.
(5)Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks.
(6)Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal volume is provided by our financial institution clients, subject to review by Visa.
(7)Growth on a constant-dollar basis excludes the impact of foreign currency fluctuations against the U.S. dollar.
The following table presents the number of processed transactions:
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % Change(1) | 2022 | 2021 | % Change(1) | ||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Visa processed transactions | 49,279 | 42,561 | 16 | % | 141,645 | 119,418 | 19 | % | |||||||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Percentage change is calculated based on unrounded numbers. On occasion, previously presented information may be updated. Prior period updates are not material.
Results of Operations
Net Revenues
The following table presents our net revenues earned in the U.S. and internationally:
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % Change(1) | 2022 | 2021 | % Change(1) | ||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| U.S. | $ | 3,170 | $ | 2,806 | 13 | % | $ | 9,427 | $ | 8,156 | 16 | % | |||||||||||||||||||||||
| International | 4,105 | 3,324 | 23 | % | 12,096 | 9,390 | 29 | % | |||||||||||||||||||||||||||
| Net revenues | $ | 7,275 | $ | 6,130 | 19 | % | $ | 21,523 | $ | 17,546 | 23 | % | |||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
Net revenues increased during the three and nine-month comparable periods primarily due to the growth in nominal cross-border volume, nominal payments volume and processed transactions, partially offset by higher client incentives.
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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. During the three and nine months ended June 30, 2022, exchange rate movements and our hedging program negatively impacted our net revenues growth by approximately three percentage points and two percentage points, respectively.
The following table presents the components of our net revenues:
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % Change(1) | 2022 | 2021 | % Change(1) | ||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Service revenues | $ | 3,189 | $ | 2,828 | 13 | % | $ | 9,903 | $ | 8,350 | 19 | % | |||||||||||||||||||||||
| Data processing revenues | 3,579 | 3,327 | 8 | % | 10,673 | 9,356 | 14 | % | |||||||||||||||||||||||||||
International transaction revenues | 2,560 | 1,696 | 51 | % | 6,942 | 4,635 | 50 | % | |||||||||||||||||||||||||||
| Other revenues | 517 | 409 | 26 | % | 1,440 | 1,185 | 21 | % | |||||||||||||||||||||||||||
| Client incentives | (2,570) | (2,130) | 21 | % | (7,435) | (5,980) | 24 | % | |||||||||||||||||||||||||||
| Net revenues | $ | 7,275 | $ | 6,130 | 19 | % | $ | 21,523 | $ | 17,546 | 23 | % | |||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
•Service revenues increased primarily due to 14% and 18% growth in nominal payments volume during the three and nine-month comparable periods, respectively. For the three-month comparable period, service revenues were partially offset by our suspension of operations in Russia as we recognized revenues from fiscal third quarter, based on fiscal second quarter payments volume, in fiscal second quarter.
•Data processing revenues increased primarily due to overall growth in processed transactions of 16% and 19% during the three and nine-month comparable periods, respectively, partially offset by our suspension of operations in Russia and unfavorable currency fluctuations.
•International transaction revenues increased primarily due to growth in nominal cross-border volumes, excluding transactions within Europe, of 38% and 42% during the three and nine-month comparable periods, respectively. International transaction revenues also increased due to volatility of a broad range of currencies and select pricing modifications.
•Other revenues increased primarily due to value added services revenues tied to marketing services, travel related card benefits, consulting revenues, other value added services and select pricing modifications.
•Client incentives increased primarily due to growth in payments volume during the three and nine-month comparable periods. 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 execution of new contracts.
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Operating Expenses
The following table presents the components of our total operating expenses:
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % Change(1) | 2022 | 2021 | % Change(1) | ||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Personnel | $ | 1,283 | $ | 1,098 | 17 | % | $ | 3,634 | $ | 3,193 | 14 | % | |||||||||||||||||||||||
| Marketing | 313 | 268 | 17 | % | 907 | 679 | 34 | % | |||||||||||||||||||||||||||
| Network and processing | 178 | 186 | (4 | %) | 558 | 538 | 4 | % | |||||||||||||||||||||||||||
| Professional fees | 117 | 108 | 9 | % | 342 | 273 | 25 | % | |||||||||||||||||||||||||||
Depreciation and amortization | 230 | 204 | 13 | % | 635 | 602 | 6 | % | |||||||||||||||||||||||||||
General and administrative | 289 | 204 | 41 | % | 856 | 770 | 11 | % | |||||||||||||||||||||||||||
| Litigation provision | 717 | (2) | NM | 865 | 2 | NM | |||||||||||||||||||||||||||||
| Total operating expenses | $ | 3,127 | $ | 2,066 | 51 | % | $ | 7,797 | $ | 6,057 | 29 | % | |||||||||||||||||||||||
NM - Not meaningful
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
Total operating expenses increased during the three months ended June 30, 2022 primarily due to a provision for U.S. covered litigation, partially offset by a decrease in expenses due to the suspension of our operations in Russia. In the nine months ended June 30, 2022, expenses increased as we lapped planned delays in spending in the first half of fiscal 2021 and invested in future growth and due to the provision for U.S. covered litigation.
•Personnel expenses increased during the three and nine months ended June 30, 2022 primarily due to higher headcount and compensation, reflecting our strategy to invest in future growth, including acquisitions. The increase during the nine months ended June 30, 2022 also included expenses incurred as a result of steps taken to support our employees in Russia and Ukraine.
•Marketing expenses increased during the three months ended June 30, 2022 primarily in support of a number of campaigns and client marketing. In the nine months ended June 30, 2022, expenses increased as we lapped planned delays in spending in the first half of fiscal 2021 and increased spending in various campaigns, including the Beijing 2022 Olympics Winter Games, and client marketing.
•Professional fees increased during the three months ended June 30, 2022, reflecting higher investment in various corporate projects. In the nine months ended June 30, 2022, expenses increased as we lapped planned delays in spending in the first half of fiscal 2021.
•Depreciation and amortization expenses increased during the three and nine months ended June 30, 2022 primarily due to additional depreciation and amortization from our acquisitions and on-going investments.
•General and administrative expenses increased during the three months ended June 30, 2022 primarily due to higher travel expenses, higher usage of travel related card benefits and the inclusion of expenses from our acquisitions. In the nine months ended June 30, 2022, expenses increased primarily due to the suspension of our operations in Russia and deconsolidation of our Russian subsidiary, higher usage of travel related card benefits, higher travel expenses and the inclusion of expenses from our acquisitions, partially offset by one-time charge of indirect taxes in the prior year.
•Litigation provision increased during the three and nine months ended June 30, 2022 primarily due to additional accruals of $716 million and $861 million, respectively, related to the U.S. covered litigation. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.
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Non-operating Income (Expense)
The following table presents the components of our non-operating income (expense):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % Change(1) | 2022 | 2021 | % Change(1) | ||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Interest expense, net | $ | (111) | $ | (131) | (15 | %) | $ | (379) | $ | (388) | (2 | %) | |||||||||||||||||||||||
| Investment income and other | (208) | 456 | (146 | %) | (79) | 664 | (112 | %) | |||||||||||||||||||||||||||
| Total non-operating income (expense) | $ | (319) | $ | 325 | (198 | %) | $ | (458) | $ | 276 | (266 | %) | |||||||||||||||||||||||
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
•Interest expense, net decreased in the three months ended June 30, 2022 primarily due to lower interest expense related to income taxes, partially offset by higher interest expense as a result of the issuance of debt in the three months ended June 30, 2022. The decrease in the nine months ended June 30, 2022 was primarily driven by lower interest expense due to the timing of debt issuance.
•Investment income and other decreased in the three and nine months ended June 30, 2022 primarily due to losses on our equity investments.
Effective Income Tax Rate
The following table presents our effective income tax rates:
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Effective income tax rate | 11 | % | 41 | % | 17 | % | 26 | % | |||||||||||||||
The effective tax rates for the three and nine months ended June 30, 2022 differ from the effective tax rates for the same periods in the prior year primarily due to the following:
•during the three months ended June 30, 2022, a decrease in the state apportionment rate, including a $176 million tax benefit related to prior years, as a result of a tax position taken related to a recent ruling;
•during the three months ended June 30, 2021, a $1.0 billion non-recurring, non-cash tax expense related to the remeasurement of UK deferred tax liabilities;
•during the three months ended June 30, 2021, a $51 million tax benefit as a result of a tax position taken on certain expenses; and
•during the nine months ended June 30, 2021, $147 million of tax benefits as a result of the conclusion of audits by taxing authorities.
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Liquidity and Capital Resources
Cash Flow Data
The following table summarizes our cash flow activity for the periods presented:
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in millions) | |||||||||||
| Total cash provided by (used in): | |||||||||||
| Operating activities | $ | 12,973 | $ | 11,256 | |||||||
| Investing activities | (4,395) | 1,546 | |||||||||
| Financing activities | (8,656) | (10,791) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | (725) | 92 | |||||||||
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | $ | (803) | $ | 2,103 | |||||||
Operating activities. Cash provided by operating activities for the nine months ended June 30, 2022 was higher than the prior-year comparable period primarily due to growth in our underlying business, partially offset by higher client incentive payments.
Investing activities. Cash was used in investing activities for the nine months ended June 30, 2022 as compared to cash provided by investing activities during the prior-year comparable period primarily due to lower proceeds from sales and maturities of investment securities, combined with higher purchases of investment securities, and higher cash paid for acquisitions, net of cash and restricted cash acquired. See Note 2—Acquisitions and Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents to our unaudited consolidated financial statements.
Financing activities. Cash used in financing activities for the nine months ended June 30, 2022 was lower than the prior-year comparable period primarily due to proceeds received from the issuance of senior notes in the current year and the absence of the principal debt payment made in the prior year, partially offset by higher share repurchases and higher dividends paid. See Note 7—Debt and Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.
Sources of Liquidity
Our primary sources of liquidity are cash on hand, cash flow from our operations, our investment portfolio and access to various equity and borrowing arrangements. Funds from operations are maintained in cash and cash equivalents and short-term or long-term investment securities based upon our funding requirements, access to liquidity from these holdings and the returns that these holdings provide. 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.
Commercial paper program. We maintain a commercial paper program to support our working capital requirements and for other general corporate purposes. During the three months ended June 30, 2022, we repaid $300 million and $650 million of commercial paper that was issued in March 2022 and April 2022, respectively. We had no outstanding obligations under the program as of June 30, 2022.
Senior notes. In June 2022, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.0 billion ($3.2 billion), with maturities ranging between 4 and 12 years. See Note 7—Debt to our unaudited consolidated financial statements.
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Uses of Liquidity
There has been no significant change to our primary uses of liquidity since September 30, 2021, except as discussed below.
Common stock repurchases. During the nine months ended June 30, 2022, we repurchased shares of our class A common stock in the open market for $9.5 billion. As of June 30, 2022, our repurchase program had remaining authorized funds of $7.3 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.
Dividends. During the nine months ended June 30, 2022, we declared and paid $2.4 billion in dividends to holders of our common and preferred stock. On July 22, 2022, our board of directors declared a cash dividend in the amount of $0.375 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). See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements. 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. Principal payments on our fixed-rate senior notes of $1.0 billion and $2.3 billion are due in September 2022 and December 2022, respectively, for which we have sufficient liquidity. See Note 7—Debt to our unaudited consolidated financial statements.
Litigation. During the nine months ended June 30, 2022, we deposited $850 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of June 30, 2022 was $1.5 billion and is reflected as restricted cash in our consolidated balance sheets. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.
Acquisitions. On December 20, 2021, we acquired Currencycloud for a total purchase consideration of $893 million (which includes the fair value of our previously held equity interest in Currencycloud), and on March 10, 2022, we acquired 100% of the share capital of Tink for $1.9 billion in cash. See Note 2—Acquisitions to our unaudited consolidated financial statements.
Accounting Pronouncements Not Yet Adopted
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 or another reference rate expected to be discontinued because of reference rate reform. Subsequently, the FASB also issued an amendment to this standard. The amendments in the ASU are effective upon issuance through December 31, 2022. We are evaluating the effect ASU 2020-04 and its subsequent amendment will have on our consolidated financial statements. The adoption is not expected to have a material impact on our consolidated financial statements.
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | ||||
There have been no significant changes to our market risks since September 30, 2021.
| ITEM 4. | Controls and Procedures | ||||
Evaluation of disclosure controls and procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) of Visa Inc. at the end of the period covered by this report and, based on such evaluation, have concluded that the disclosure controls and procedures of Visa Inc. were effective at the reasonable assurance level as of such date.
Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during our third quarter of fiscal 2022 that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
| ITEM 1. | Legal Proceedings. | ||||
Refer to Note 13—Legal Matters to the unaudited consolidated financial statements included in this Form 10-Q for a description of the Company’s current material legal proceedings.
| ITEM 1A. | Risk Factors. | ||||
For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021 and our other Reports on Forms 10-Q and 8-K.
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| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | ||||
Issuer Purchases of Equity Securities
The table below presents our purchases of common stock during the quarter ended June 30, 2022:
| Period | Total Number of Shares Purchased | Average Purchase Price per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) | ||||||||||||||||||||||
| (in millions, except per share data) | ||||||||||||||||||||||||||
| April 1 - 30, 2022 | 3 | $ | 213.62 | 3 | $ | 9,011 | ||||||||||||||||||||
| May 1 - 31, 2022 | 5 | $ | 199.95 | 5 | $ | 7,999 | ||||||||||||||||||||
| June 1 - 30, 2022 | 4 | $ | 195.75 | 4 | $ | 7,228 | ||||||||||||||||||||
| Total | 12 | $ | 202.16 | 12 | ||||||||||||||||||||||
(1)The figures in the table reflect transactions according to the trade dates. For purposes of our unaudited consolidated financial statements included in this Form 10-Q, the impact of these repurchases is recorded according to the settlement dates.
See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements for further discussion on our share repurchase programs.
| ITEM 3. | Defaults Upon Senior Securities. | ||||
None.
| ITEM 4. | Mine Safety Disclosures. | ||||
Not applicable.
| ITEM 5. | Other Information. | ||||
None.
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| ITEM 6. | Exhibits. | ||||
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Description of Documents | Schedule/ Form | File Number | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 4.1 | Form of 1.500% Senior Notes due 2026 | 8-K | 001-33977 | 6/1/2022 | ||||||||||||||||||||||||||||
| 4.2 | Form of 2.000% Senior Notes due 2029 | 8-K | 001-33977 | 6/1/2022 | ||||||||||||||||||||||||||||
| 4.3 | Form of 2.375% Senior Notes due 2034 | 8-K | 001-33977 | 6/1/2022 | ||||||||||||||||||||||||||||
| Form of Visa Inc. Incentive Plan, as amended and restated as of July 18, 2022 | ||||||||||||||||||||||||||||||||
| Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer | ||||||||||||||||||||||||||||||||
| Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer | ||||||||||||||||||||||||||||||||
| 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. | |||||||||||||||||||||||||||||||
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) | |||||||||||||||||||||||||||||||
| * | Management contract, compensatory plan or arrangement. | ||||
| + | Filed or furnished herewith. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VISA INC. | ||||||||||||||
| Date: | July 28, 2022 | By: | /s/ Alfred F. Kelly, Jr. | |||||||||||
| Name: | Alfred F. Kelly, Jr. | |||||||||||||
| Title: | Chairman and Chief Executive Officer (Principal Executive Officer) | |||||||||||||
| Date: | July 28, 2022 | By: | /s/ Vasant M. Prabhu | |||||||||||
| Name: | Vasant M. Prabhu | |||||||||||||
| Title: | Vice Chair, Chief Financial Officer (Principal Financial Officer) | |||||||||||||
| Date: | July 28, 2022 | By: | /s/ Peter M. Andreski | |||||||||||
| Name: | Peter M. Andreski | |||||||||||||
| Title: | Global Corporate Controller, Chief Accounting Officer (Principal Accounting Officer) | |||||||||||||
44
