0001403161false00014031612023-10-242023-10-240001403161us-gaap:CommonClassAMember2023-10-242023-10-240001403161v:A2026NotesMember2023-10-242023-10-240001403161v:A2029NotesMember2023-10-242023-10-240001403161v:A2034NotesMember2023-10-242023-10-24


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2023
 logoa14.gif 
VISA INC.
(Exact name of Registrant as Specified in Its Charter)
 
     
Delaware 001-33977 26-0267673
(State or Other Jurisdiction
of Incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
   
P.O. Box 8999 
San Francisco,
California 94128-8999
(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 432-3200

N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareVNew York Stock Exchange
1.500% Senior Notes due 2026V26New York Stock Exchange
2.000% Senior Notes due 2029V29New York Stock Exchange
2.375% Senior Notes due 2034V34New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐


Item 2.02    Results of Operations and Financial Condition.
    On October 24, 2023, Visa Inc. (the "Company") issued an earnings release announcing financial results for the Company's fiscal fourth quarter and full-year ended September 30, 2023.
    A copy of the earnings release is attached hereto as Exhibit 99.1. All information in the earnings release is furnished but not filed.
    On October 24, 2023, the Company will host a conference call to discuss its fiscal fourth quarter and full-year 2023 financial results.

Item 8.01    Other Events.
    On October 24, 2023, the Company’s board of directors declared a quarterly cash dividend in the amount of $0.520 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis), payable on December 1, 2023, to all holders of record as of November 9, 2023.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits

   
Exhibit
Number		Description
Earnings Release of Visa Inc., dated October 24, 2023
104Cover Page Interactive Data File (formatted as Inline XBRL)



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 hereunto duly authorized.
     
  VISA INC.
  
Date:
October 24, 2023
 By: /s/ Chris Suh
    Chris Suh
Chief Financial Officer

bannera.jpg
Visa Inc. Reports Fiscal Fourth Quarter and Full-Year 2023 Results
San Francisco, CA, October 24, 2023 – Visa Inc. (NYSE: V)
Fiscal Fourth Quarter Results:
•GAAP net income of $4.7B or $2.27 per share and non-GAAP net income of $4.8B or $2.33 per share
•Net revenues of $8.6B, an increase of 11%, or 10% on a constant-dollar basis
Fiscal Full-Year Results:
•GAAP net income of $17.3B or $8.28 per share and non-GAAP net income of $18.3B or $8.77 per share
•Net revenues of $32.7B, an increase of 11%, or 13% on a constant-dollar basis
Other Highlights:
•Fiscal fourth quarter payments volume growth and processed transaction growth were stable while cross-border volume growth remained strong
•Share repurchases and dividends of $5.0B and $16.1B for fiscal fourth quarter and full-year, respectively
•The board of directors increased Visa's quarterly cash dividend 16% to $0.520 per share and authorized a new $25.0B multi-year share repurchase program

Income Statement Summary
In billions, except percentages and per share data. % change is calculated over the comparable prior-year period.
Q4 2023
Full-Year 2023
Ryan McInerney,
Chief Executive Officer, Visa Inc., commented on the results:
USD% ChangeUSD% Change
Net Revenues
$8.611%$32.711%
GAAP Net Income
$4.719%$17.315%

"We finished our fiscal year with strong fourth quarter performance, as net revenues grew 11% and GAAP EPS grew 22%. Throughout the year, we have seen resilient consumer spending, ongoing recovery of cross-border travel spend versus 2019 and continued growth across our new flows and value added services businesses. As we enter a new fiscal year, I am confident in our ability to deliver against a backdrop of geopolitical and economic uncertainty. There is tremendous opportunity ahead and I am as optimistic as ever about Visa’s role in the future of payments."
GAAP Earnings Per Share
$2.2722%$8.2818%
Non-GAAP Net Income(1)
$4.818%$18.314%
Non-GAAP Earnings Per Share(1)
$2.3321%$8.7717%
(1) Refer to the accompanying financial tables for further details and a reconciliation of the GAAP to non-GAAP measures presented.
Key Business Drivers
YoY increase / (decrease), volume in constant dollarsQ4 2023Full-Year 2023
Payments Volume9%9%
Cross-Border Volume Excluding Intra-Europe(2)
18%25%
Cross-Border Volume Total16%20%
Processed Transactions10%10%
(2) Cross-border volume excluding transactions within Europe.


Fiscal Fourth Quarter 2023 — Financial Highlights
dividera.jpg
GAAP net income in the fiscal fourth quarter was $4.7 billion or $2.27 per share, an increase of 19% and 22%, respectively, over prior year’s results. Current year’s results included a special item of $109 million for a litigation provision associated with the interchange multidistrict litigation ("MDL") case, $7 million of net gains from equity investments and $67 million from the amortization of acquired intangible assets and acquisition-related costs. Prior year’s results included $122 million of net losses from equity investments and $68 million from the amortization of acquired intangible assets and acquisition-related costs. Excluding these items from the current and prior year and related tax impacts, non-GAAP net income for the quarter was $4.8 billion or $2.33 per share, increases of 18% and 21%, respectively, over prior year’s results (refer to the accompanying financial tables for further details and a reconciliation of the GAAP to non-GAAP measures presented). GAAP earnings per share growth was approximately 22% on a constant-dollar basis, which excludes the impact of foreign currency fluctuations against the U.S. dollar. Non-GAAP earnings per share growth was approximately 21% on a constant-dollar basis. All references to earnings per share assume fully-diluted class A share count.
Net revenues in the fiscal fourth quarter were $8.6 billion, an increase of 11%, driven by the year-over-year growth in payments volume, cross-border volume and processed transactions. Net revenues increased 10% on a constant-dollar basis.
Payments volume for the three months ended June 30, 2023, on which fiscal fourth quarter service revenues are recognized, increased 9% over the prior year on a constant-dollar basis.
Payments volume for the three months ended September 30, 2023 increased 9% over the prior year on a constant-dollar basis.
Cross-border volume excluding transactions within Europe, which drives our international transaction revenues, increased 18% on a constant-dollar basis for the three months ended September 30, 2023. Total cross-border volume on a constant-dollar basis increased 16% in the quarter.
Total processed transactions, which represent transactions processed by Visa, for the three months ended September 30, 2023, were 56.0 billion, a 10% increase over the prior year.
Fiscal fourth quarter service revenues were $3.9 billion, an increase of 12% over the prior year, and are recognized based on payments volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenues rose 13% over the prior year to $4.3 billion. International transaction revenues grew 10% over the prior year to $3.2 billion. Other revenues of $744 million rose 35% over the prior year. Client incentives were $3.4 billion, up 20% over the prior year.
GAAP operating expenses were $3.1 billion for the fiscal fourth quarter, a 13% increase over the prior year's results, primarily driven by increases in personnel expenses and the litigation provision. GAAP operating expenses included the litigation provision in the current year and the amortization of acquired intangible assets and acquisition-related costs in the current and prior year. Excluding these operating expense items, non-GAAP operating expenses increased 9% over the prior year, primarily driven by increases in personnel and general and administrative expenses.
GAAP non-operating income was $86 million for the fiscal fourth quarter, including $7 million of net gains from equity investments. Excluding this item, non-GAAP non-operating income was $79 million.
GAAP effective income tax rate was 16.9% for the quarter ended September 30, 2023, including the tax impacts from the non-GAAP items. Excluding these items, the non-GAAP effective income tax rate was 17.0% for the quarter ended September 30, 2023. GAAP and non-GAAP tax rates had a tax benefit related to the extension of U.S. foreign tax credit regulations.
Cash, cash equivalents and investment securities were $22.0 billion at September 30, 2023.
The weighted-average number of diluted shares of class A common stock outstanding was 2.07 billion for the quarter ended September 30, 2023.

footera.jpg
2

Fiscal Full-Year 2023 — Financial Highlights(1)
dividera.jpg
GAAP net income in the fiscal full-year 2023 was $17.3 billion or $8.28 per share, an increase of 15% and 18%, respectively, over prior year’s results. Current year’s results included a special item of $906 million for a litigation provision associated with the interchange multidistrict litigation ("MDL") case, $104 million of net losses from equity investments and $266 million from the amortization of acquired intangible assets and acquisition-related costs. Prior year’s results included a special item of $861 million for a litigation provision associated with the interchange MDL case, $264 million of net losses from equity investments, $189 million from the amortization of acquired intangible assets and acquisition-related costs, and $60 million from the Russia-Ukraine charges. Excluding these items from the current and prior year and related tax impacts, non-GAAP net income for the year was $18.3 billion or $8.77 per share, increases of 14% and 17%, respectively, over prior year’s results (refer to the accompanying financial tables for further details and a reconciliation of the GAAP to non-GAAP measures presented). GAAP earnings per share growth was approximately 21% on a constant-dollar basis, which excludes the impact of foreign currency fluctuations against the U.S. dollar. Non-GAAP earnings per share growth was approximately 19% on a constant-dollar basis. All references to earnings per share assume fully-diluted class A share count.
Net revenues in the fiscal full-year 2023 were $32.7 billion, an increase of 11%, driven by the year-over-year growth in payments volume, cross-border volume and processed transactions. Net revenues increased 13% on a constant-dollar basis.
Payments volume for the twelve months ended September 30, 2023 increased 9% over the prior year on a constant-dollar basis.
Cross-border volume excluding transactions within Europe, which drives our international transaction revenues, increased 25% on a constant-dollar basis for the twelve months ended September 30, 2023. Total cross-border volume on a constant-dollar basis increased 20% for the fiscal year.
Total processed transactions, which represent transactions processed by Visa, for the twelve months ended September 30, 2023, were 212.6 billion, a 10% increase over the prior year.
Fiscal full-year 2023 service revenues were $14.8 billion, an increase of 11% over the prior year. Data processing revenues rose 11% over the prior year to $16.0 billion. International transaction revenues grew 19% over the prior year to $11.6 billion. Other revenues of $2.5 billion rose 24% over the prior year. Client incentives were $12.3 billion, up 19% over the prior year.
GAAP operating expenses were $11.7 billion for the fiscal full-year 2023, an 11% increase over the prior year's results, primarily driven by increases in personnel expenses. GAAP operating expenses included the special item related to the litigation provision associated with the MDL case and the amortization of acquired intangible assets and acquisition-related costs in the current and prior year and the Russia-Ukraine charges in the prior year. Excluding these operating expense items, non-GAAP operating expenses increased 12% over the prior year, primarily driven by an increase in personnel expenses.
GAAP non-operating income was $37 million for the fiscal full-year 2023, including $104 million of net equity investment losses. Excluding this item, non-GAAP non-operating income was $141 million.
GAAP effective income tax rate was 17.9% for the fiscal full-year 2023, including the tax impacts from the non-GAAP items. Excluding these items, the non-GAAP effective income tax rate was 18.1% for the fiscal full-year ended September 30, 2023. GAAP and non-GAAP tax rates had a tax benefit due to the reassessment of an uncertain tax position related to prior years as a result of new information obtained during an ongoing tax examination and a tax benefit related to the extension of the U.S. foreign tax credit regulations.
The weighted-average number of diluted shares of class A common stock outstanding was 2.09 billion for the fiscal full-year ended September 30, 2023.
(1)As previously disclosed, in March 2022, we suspended our operations in Russia and therefore our financial highlights from April 2022 through September 2023 do not include Russia-related results.

footera.jpg
3

Other Notable Items
dividera.jpg
On September 13, 2023, Visa announced that it is engaging with its common stockholders on the subject of potential amendments to its Seventh Restated Certificate of Incorporation that would authorize Visa to conduct an exchange offer program that would have the effect of releasing transfer restrictions on portions of Visa's class B common stock in a manner that is designed to be economically equivalent to existing arrangements with respect to class A and class C common stockholders' exposure to certain litigation.
On September 28, 2023, Visa deposited $150 million into its litigation escrow account, which was previously established under the Company's U.S. retrospective responsibility plan to insulate the Company and class A shareholders from financial liability for certain litigation cases. This deposit has the same economic effect on earnings per share as repurchasing the Company's class A common stock as it reduces the as-converted class B common stock share count at a volume weighted average price of $231.05.
During the three months ended September 30, 2023, Visa repurchased 17.0 million shares of class A common stock at an average cost of $241.03 per share for $4.1 billion. In the twelve months ended September 30, 2023, Visa repurchased a total of 55.4 million shares of class A common stock at an average cost of $222.98 per share for $12.4 billion. The Company had $4.7 billion of remaining authorized funds for share repurchase as of September 30, 2023.
In October, the board of directors authorized a new $25.0 billion multi-year class A common stock share repurchase program. The board of directors also declared an increase to Visa's quarterly cash dividend to $0.520 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis) payable on December 1, 2023, to all holders of record as of November 9, 2023.



















footera.jpg
4

Financial Outlook for Fiscal Full-Year 2024
dividera.jpg
Our non-GAAP and adjusted constant-dollar fiscal full-year financial outlook excludes certain items that 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 believe presenting these metrics provides investors and management with additional insight into our expected operating performance for fiscal full-year 2024. Growth rates compare our GAAP, non-GAAP and adjusted constant-dollar fiscal full-year 2024 outlook against our GAAP, non-GAAP and adjusted constant-dollar fiscal full-year 2023 financial results, respectively. Please refer to the footnotes in the table immediately below and the Reconciliation of GAAP to Non-GAAP Financial Results for more information. Such financial measures should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with U.S. GAAP.
Annual Net Revenues
Growth(1)
Annual Operating
Expense Growth
Annual Diluted Class A Common Stock Earnings Per Share Growth
GAAP
Nominal-Dollar Basis
High single-digit to
low double-digit
Approximately flat
High-teens
Non-GAAP Adjustments(2)
N/A
~9%
(~5.5%)
Non-GAAP
Nominal-Dollar Basis
High single-digit to
low double-digit
High single-digit
Low-teens
Foreign Currency Impact(3)
~1%
~1.5%
~0.5%
Acquisition Impact(4)
—%—%—%
Adjusted
Constant-Dollar Basis(5)
Low double-digit
High single-digit to
low double-digit
Low-teens
(1)There were no non-GAAP adjustments made to net revenues in our fiscal full-year 2024 financial outlook and fiscal full-year 2023 financial results.
(2)Our non-GAAP fiscal full-year 2024 financial outlook for annual operating expense growth and annual diluted Class A common stock earnings per share growth reflect adjustments for the amortization of acquired intangible assets of approximately $150 million and $0.06, respectively, and acquisition-related costs of approximately $80 million and $0.03, respectively. No other 2024 non-GAAP adjustments have been made.
(3)Our results are denominated in U.S. dollars and are calculated each quarter by applying an established U.S. dollar/foreign currency exchange rate for each local currency. To eliminate the impact of foreign currency fluctuations against the U.S. dollar in measuring financial performance, we report year-over-year growth using a fixed current year U.S. dollar/foreign currency exchange rate for the current and prior year periods ("constant-dollar basis").
(4)We exclude the impact of operating revenues and expenses of acquired entities that were not reflected in the full quarter of the prior year following the close of the acquisition.
(5)We exclude from our non-GAAP fiscal full-year 2024 financial outlook the (i) impact of foreign currency to provide currency-neutral growth rates as described in (3) and (ii) the impact of acquisitions as described in (4) to arrive at our adjusted constant-dollar basis financial measures.
Fiscal Fourth Quarter and Full-Year 2023 Earnings Results
Call Details
dividera.jpg
Visa’s executive management team will host a live audio webcast beginning at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) today to discuss the financial results and business highlights. All interested parties are invited to listen to the live webcast at investor.visa.com. A replay of the webcast will be available on the Visa Investor Relations website for 30 days. Investor information, including supplemental financial information and operational performance data, is available on the Visa Investor Relations website at investor.visa.com.
footera.jpg
5


Forward-Looking Statements
dividera.jpg
Our earnings release and related materials contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, our future operations, prospects, developments, strategies, business growth, anticipated timing and benefits of our acquisitions, financial outlook, and the approval and implementation of the Certificate of Incorporation amendments and the potential exchange offers. Forward-looking statements generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “outlook,” “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.
Actual results could differ materially from those expressed in, or implied by, our forward-looking statements due to a variety of factors, including, but not limited to:
•impact of global economic, political, market, health and social events or conditions, including conflicts and wars;
•increased oversight and regulation of the global payments industry and our business;
•impact of government-imposed obligations and/or restrictions on international payment systems;
•outcome of tax, litigation and governmental investigation matters;
•increasingly intense competition in the payments industry, including competition for our clients and merchants;
•proliferation and continuous evolution of new technologies and business models in the payments industry;
•continued efforts to lower acceptance costs and challenge industry practices;
•our ability to maintain relationships with our clients, acquirers, processors, merchants, payments facilitators, ecommerce platforms, fintechs and other third parties;
•brand or reputational damage;
•exposure to loss or illiquidity due to settlement guarantees;
•a disruption, failure, breach or cyber-attack of our networks or systems;
•risks, uncertainties and the failure to achieve the anticipated benefits with respect to our acquisitions, joint ventures and other strategic investments; and
•other factors described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended September 30, 2022, 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.
About Visa Inc.
Visa (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, merchants, financial institutions and government entities across more than 200 countries and territories. Our mission is to connect the world through the most innovative, convenient, reliable and secure payments network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational to the future of money movement. Learn more at Visa.com.



Contacts
Investor Relations
Jennifer Como, 650-432-7644
InvestorRelations@visa.com
Media Relations
Constantine Panagiotatos, 650-432-2990
Press@visa.com
footera.jpg
6

Fiscal Fourth Quarter and Full-Year 2023 — Financial Summary
dividera.jpg
INCOME STATEMENT SUMMARY
Three Months Ended
September 30, 2023		Twelve Months Ended
September 30, 2023
USDYoY ChangeUSDYoY Change
(in millions, except percentages and per share data)
GAAP
Revenues
Service revenues$3,876 12 %$14,826 11 %
Data processing revenues4,256 13 %16,007 11 %
International transaction revenues3,172 10 %11,638 19 %
Other revenues744 35 %2,479 24 %
Client incentives(3,439)20 %(12,297)19 %
Net revenues8,609 11 %32,653 11 %
Total operating expenses$3,059 13 %$11,653 11 %
Non-operating income (expense)86 (139 %)37 (105 %)
Effective income tax rate16.9 %(2 ppt)17.9 %0 ppt
Net income$4,681 19 %$17,273 15 %
Earnings per share$2.27 22 %$8.28 18 %
Non-GAAP(1)
Total operating expenses$2,883 9 %$10,481 12 %
Non-operating income (expense)79 (181 %)141 (134 %)
Effective income tax rate17.0 %(2 ppt)18.1 %0 ppt
Net income$4,816 18 %$18,280 14 %
Earnings per share$2.33 21 %$8.77 17 %
(1) Refer to the accompanying financial tables for further details and a reconciliation of the GAAP to non-GAAP measures presented.
KEY BUSINESS DRIVERS
Three Months Ended
September 30, 2023		Twelve Months Ended
September 30, 2023
YoY increase / (decrease)ConstantNominalConstantNominal
Payments volume9%9%9%6%
Cross-border volume excluding intra-Europe(2)
18%21%25%23%
Cross-border volume total16%21%20%17%
Processed transactions10%10%10%10%
(2) Cross-border volume excluding transactions within Europe.

footera.jpg
7

Visa Inc. Consolidated Balance Sheets (unaudited)
dividera.jpg
September 30,
20232022
(in millions, except per share data)
Assets
Cash and cash equivalents$16,286 $15,689 
Restricted cash equivalents—U.S. litigation escrow1,764 1,449 
Investment securities3,842 2,833 
Settlement receivable2,183 1,932 
Accounts receivable2,291 2,020 
Customer collateral3,005 2,342 
Current portion of client incentives1,577 1,272 
Prepaid expenses and other current assets2,584 2,668 
Total current assets33,532 30,205 
Investment securities1,921 2,136 
Client incentives3,789 3,348 
Property, equipment and technology, net3,425 3,223 
Goodwill17,997 17,787 
Intangible assets, net26,104 25,065 
Other assets3,731 3,737 
Total assets$90,499 $85,501 
Liabilities
Accounts payable$375 $340 
Settlement payable3,269 3,281 
Customer collateral3,005 2,342 
Accrued compensation and benefits1,506 1,359 
Client incentives8,177 6,099 
Accrued liabilities5,015 3,726 
Current maturities of debt— 2,250 
Accrued litigation1,751 1,456 
Total current liabilities23,098 20,853 
Long-term debt20,463 20,200 
Deferred tax liabilities5,114 5,332 
Other liabilities3,091 3,535 
Total liabilities51,766 49,920 
Equity
Series A, Series B and Series C convertible participating preferred stock, $0.0001 par value: 25 shares authorized and 5 (Series A less than one, Series B 2, Series C 3) shares issued and outstanding as of September 30, 2023 and 2022
1,698 2,324 
Class A, Class B and Class C common stock and additional paid-in capital, $0.0001 par value: 2,003,341 shares authorized (Class A 2,001,622, Class B 622, Class C 1,097); 1,849 (Class A 1,594, Class B 245, Class C 10) and 1,890 (Class A 1,635, Class B 245, Class C 10) shares issued and outstanding as of September 30, 2023 and 2022, respectively
20,452 19,545 
Right to recover for covered losses(140)(35)
Accumulated income18,040 16,116 
Accumulated other comprehensive income (loss):
Investment securities(64)(106)
Defined benefit pension and other postretirement plans(155)(169)
Derivative instruments(177)418 
Foreign currency translation adjustments(921)(2,512)
Total accumulated other comprehensive income (loss)(1,317)(2,369)
Total equity38,733 35,581 
Total liabilities and equity$90,499 $85,501 
footera.jpg
8

Visa Inc. Consolidated Statements of Operations (unaudited)
dividera.jpg
Three Months Ended
September 30,		Twelve Months Ended
September 30,
2023202220232022
(in millions, except per share data)
Net revenues $8,609 $7,787 $32,653 $29,310 
Operating Expenses
Personnel 1,498 1,356 5,831 4,990 
Marketing 403 429 1,341 1,336 
Network and processing 197 185 736 743 
Professional fees 173 163 545 505 
Depreciation and amortization 247 226 943 861 
General and administrative 412 338 1,330 1,194 
Litigation provision129 3 927 868 
Total operating expenses 3,059 2,700 11,653 10,497 
Operating income 5,550 5,087 21,000 18,813 
Non-operating Income (Expense)
Interest expense (183)(159)(644)(538)
Investment income (expense) and other 269 (60)681 (139)
Total non-operating income (expense)86 (219)37 (677)
Income before income taxes 5,636 4,868 21,037 18,136 
Income tax provision955 928 3,764 3,179 
Net income $4,681 $3,940 $17,273 $14,957 
Basic Earnings Per Share
Class A common stock$2.27 $1.86 $8.29 $7.01 
Class B common stock$3.61 $2.99 $13.26 $11.33 
Class C common stock$9.08 $7.45 $33.17 $28.03 
Basic Weighted-average Shares Outstanding
Class A common stock1,603 1,638 1,618 1,651 
Class B common stock245 245 245 245 
Class C common stock10 10 10 10 
Diluted Earnings Per Share
Class A common stock$2.27 $1.86 $8.28 $7.00 
Class B common stock$3.60 $2.99 $13.24 $11.31 
Class C common stock$9.07 $7.45 $33.13 $28.00 
Diluted Weighted-average Shares Outstanding
Class A common stock2,065 2,116 2,085 2,136 
Class B common stock245 245 245 245 
Class C common stock10 10 10 10 

footera.jpg
9

Visa Inc. Consolidated Statements of Cash Flows (unaudited)
dividera.jpg
Twelve Months Ended
September 30,
20232022
(in millions)
Operating Activities
Net income $17,273 $14,957 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Client incentives 12,297 10,295 
Share-based compensation 765 602 
Depreciation and amortization 943 861 
Deferred income taxes (483)(336)
VE territory covered losses incurred (136)(43)
(Gains) losses on equity investments, net 104 264 
Other 14 (94)
Change in operating assets and liabilities:
Settlement receivable(160)(397)
Accounts receivable (250)(97)
Client incentives (11,014)(9,351)
Other assets (24)(666)
Accounts payable 34 67 
Settlement payable (194)1,256 
Accrued and other liabilities 1,291 1,055 
Accrued litigation 295 476 
Net cash provided by (used in) operating activities 20,755 18,849 
Investing Activities
Purchases of property, equipment and technology (1,059)(970)
Investment securities:
Purchases (4,363)(5,997)
Proceeds from maturities and sales 3,160 4,585 
Acquisitions, net of cash and restricted cash acquired — (1,948)
Purchases of other investments (121)(86)
Settlement of derivative instruments 402 — 
Other investing activities (25)128 
Net cash provided by (used in) investing activities (2,006)(4,288)
Financing Activities
Repurchase of class A common stock (12,101)(11,589)
Repayments of debt (2,250)(1,000)
Dividends paid(3,751)(3,203)
Proceeds from issuance of senior notes — 3,218 
Cash proceeds from issuance of class A common stock under equity plans 260 196 
Restricted stock and performance-based shares settled in cash for taxes (130)(120)
Other financing activities 200 (198)
Net cash provided by (used in) financing activities (17,772)(12,696)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents 636 (1,287)
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents 1,613 578 
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year 20,377 19,799 
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of year $21,990 $20,377 
Supplemental Disclosure
Cash paid for income taxes, net $3,433 $3,741 
Interest payments on debt $617 $607 
Accruals related to purchases of property, equipment and technology $96 $56 
footera.jpg
10

Visa Inc. Quarterly Results of Operations (unaudited)
dividera.jpg
Fiscal 2023 Quarter EndedFiscal 2022 Quarter Ended
September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
(in millions)
Net revenues$8,609 $8,123 $7,985 $7,936 $7,787 
Operating Expenses
Personnel1,498 1,481 1,515 1,337 1,356 
Marketing403 297 309 332 429 
Network and processing197 182 179 178 185 
Professional fees173 133 130 109 163 
Depreciation and amortization247 235 234 227 226 
General and administrative412 314 282 322 338 
Litigation provision129 457 — 341 3 
Total operating expenses3,059 3,099 2,649 2,846 2,700 
Operating income5,550 5,024 5,336 5,090 5,087 
Non-operating Income (Expense)
Interest expense(183)(182)(142)(137)(159)
Investment income (expense) and other269 304 84 24 (60)
Total non-operating income (expense)86 122 (58)(113)(219)
Income before income taxes5,636 5,146 5,278 4,977 4,868 
Income tax provision955 990 1,021 798 928 
Net income$4,681 $4,156 $4,257 $4,179 $3,940 

footera.jpg
11

Visa Inc. Reconciliation of GAAP to Non-GAAP Financial Results (unaudited)
dividera.jpg
We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance.

•Gains and losses on equity investments. Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment. These long-term investments are strategic in nature and are primarily private company investments. Gains and losses associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business.

•Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as developed technology, customer relationships and brands acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance.

•Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. These costs also include retention equity and deferred equity compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination. We have excluded these amounts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.

•Litigation provision. We recorded additional accruals to address claims associated with the interchange multidistrict litigation. Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class B common stock ultimately convert into shares of class A common stock.

•Russia-Ukraine charges. We recorded a loss within general and administrative expense from the deconsolidation of our Russian subsidiary and also incurred charges in personnel expense as a result of steps taken to support our employees in Russia and Ukraine. We have excluded these amounts as they are one-time charges and do not reflect the underlying performance of our business.

Our results are denominated in U.S. dollars and are calculated each quarter by applying an established U.S. dollar/foreign currency exchange rate for each local currency. To eliminate the impact of foreign currency fluctuations against the U.S. dollar in measuring financial performance, we report year-over-year growth using a fixed current year U.S. dollar/foreign currency exchange rate for the current and prior year periods ("constant-dollar basis").

footera.jpg
12

Visa Inc. Reconciliation of GAAP to Non-GAAP Financial Results (unaudited) - continued
dividera.jpg
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 September 30, 2023
Operating
Expenses		Non-
operating
Income
(Expense)
Income
Tax
Provision(1)
Effective
Income
Tax Rate(2)
Net
Income
Diluted
Earnings
Per Share(2)
(in millions, except percentages and per share data)
As reported$3,059 $86 $955 16.9 %$4,681 $2.27 
(Gains) losses on equity investments, net— (7)(2)(5)— 
Amortization of acquired intangible assets(46)— 10 36 0.02 
Acquisition-related costs(21)— 2 19 0.01 
Litigation provision(109)— 24 85 0.04 
Non-GAAP$2,883 $79 $989 17.0 %$4,816 $2.33 
Twelve Months Ended September 30, 2023
Operating
Expenses		Non-
operating
Income
(Expense)
Income
Tax
Provision(1)
Effective
Income
Tax Rate(2)
Net
Income
Diluted
Earnings
Per Share(2)
(in millions, except percentages and per share data)
As reported$11,653 $37 $3,764 17.9 %$17,273 $8.28 
(Gains) losses on equity investments, net— 104 23 81 0.04 
Amortization of acquired intangible assets(176)— 38 138 0.07 
Acquisition-related costs(90)— 7 83 0.04 
Litigation provision(906)— 201 705 0.34 
Non-GAAP$10,481 $141 $4,033 18.1 %$18,280 $8.77 
Three Months Ended September 30, 2022
Operating
Expenses		Non-
operating
Income
(Expense)
Income
Tax
Provision(1)
Effective
Income
Tax Rate(2)
Net
Income
Diluted
Earnings
Per Share(2)
(in millions, except percentages and per share data)
As reported$2,700 $(219)$928 19.1 %$3,940 $1.86 
(Gains) losses on equity investments, net— 122 27 95 0.04 
Amortization of acquired intangible assets(43)— 9 34 0.02 
Acquisition-related costs(25)— 3 22 0.01 
Non-GAAP$2,632 $(97)$967 19.1 %$4,091 $1.93 






footera.jpg
13

Visa Inc. Reconciliation of GAAP to Non-GAAP Financial Results (unaudited) - continued
dividera.jpg
Twelve Months Ended September 30, 2022
Operating
Expenses		Non-
operating
Income
(Expense)
Income
Tax
Provision(1)
Effective
Income
Tax Rate(2)
Net
Income
Diluted
Earnings
Per Share(2)
(in millions, except percentages and per share data)
As reported$10,497 $(677)$3,179 17.5 %$14,957 $7.00 
(Gains) losses on equity investments, net— 264 67 197 0.09 
Amortization of acquired intangible assets(120)— 26 94 0.04 
Acquisition-related costs(69)— 9 60 0.03 
Litigation provision(861)— 191 670 0.31 
Russia-Ukraine charges(60)— 4 56 0.03 
Non-GAAP$9,387 $(413)$3,476 17.8 %$16,034 $7.50 
(1)Determined by applying applicable tax rates.
(2)Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.
footera.jpg
14