VISA INC. - Quarter Report: 2024 December (Form 10-Q)

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	Three Months Ended December 31, 2024
	Preferred Stock				Common Stock and Additional Paid-in Capital		Right to Recover for Covered Losses		Accumulated Income	Accumulated Other Comprehensive Income (Loss)		Total Equity
	Shares		Amount		Shares	Amount
	(in millions, except per share data)
Balance as of September 30, 2024			$	(1)		$	$	()	$	$	()	$
Net income
Other comprehensive income (loss)										()		()
VE territory covered losses incurred							()					()
Recovery through conversion rate adjustment			()
Conversions to class A common stock		(2)	()
Share-based compensation
Stock issued under equity plans
Shares withheld for taxes related to stock issued under equity plans					()	()						()
Cash dividends declared and paid, at a quarterly amount of $ per class A common stock									()			()
Repurchases of class A common stock					()	()			()			()
Balance as of December 31, 2024			$	(1)		$	$	()	$	$	()	$

(1) million and $ million, respectively. See Note 5—U.S. and Europe Retrospective Responsibility Plans for the book value of series B convertible participating preferred stock (series B preferred stock) and series C convertible participating preferred stock (series C preferred stock).

(2)

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

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VISA

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

(UNAUDITED)


	Three Months Ended December 31, 2023
	Preferred Stock				Common Stock and Additional Paid-in Capital		Right to Recover for Covered Losses		Accumulated Income	Accumulated Other Comprehensive Income (Loss)		Total Equity
	Shares		Amount		Shares	Amount
	(in millions, except per share data)
Balance as of September 30, 2023			$	(1)		$	$	()	$	$	()	$
Net income
Other comprehensive income (loss)

VE territory covered losses incurred							()					()
Recovery through conversion rate adjustment			()

Conversions to class A common stock		(2)	()
Share-based compensation
Stock issued under equity plans
Shares withheld for taxes related to stock issued under equity plans					()	()						()
Cash dividends declared and paid, at a quarterly amount of $ per class A common stock									()			()
Repurchases of class A common stock					()	()			()			()
Balance as of December 31, 2023			$	(1)		$	$	()	$	$	()	$

(1) million and $ million, respectively. See Note 5—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and series C preferred stock.

(2)

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

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VISA

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

)


	Three Months Ended December 31,
	2024		2023
	(in millions)
Operating Activities
Net income	$		$
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Client incentives
Share-based compensation
Depreciation and amortization
Deferred income taxes
VE territory covered losses incurred	()		()
(Gains) losses on equity investments, net			()
Other
Change in operating assets and liabilities:
Settlement receivable			()
Accounts receivable	()		()
Client incentives	()		()
Other assets	()		()
Accounts payable	()		()
Settlement payable	()
Accrued and other liabilities	()		()
Accrued litigation	()		()
Net cash provided by (used in) operating activities
Investing Activities
Purchases of property, equipment and technology	()		()
Purchases of investment securities			()
Proceeds from maturities and sales of investment securities
Acquisitions, net of cash and restricted cash acquired	()
Purchases of other investments	()		()
Other investing activities			()
Net cash provided by (used in) investing activities			()
Financing Activities
Repurchases of class A common stock	()		()
Dividends paid	()		()
		$

For the three months ended December 31, 2024 and 2023, revenue from value-added services was $ billion and $ billion, respectively. Revenue from value-added services is recognized within data processing, other and service revenue.

Remaining performance obligations are comprised of deferred revenue and contract revenue that will be invoiced and recognized as revenue in future periods primarily related to value-added services. As of December 31, 2024, the remaining performance obligations were $ billion. The Company expects approximately half to be recognized as revenue in the next and the remaining thereafter. However, the amount and timing of revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the estimate of amounts allocated to remaining performance obligations and when such revenue could be recognized.

$ Restricted cash and restricted cash equivalents:U.S. litigation escrow Customer collateral Prepaid expenses and other current assets

Cash, cash equivalents, restricted cash and restricted cash equivalents

$ $

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Payments to opt-out merchants(1), net of interest earned on escrow funds

()

Balance as of end of period

$ $

(1)These payments are associated with the interchange multidistrict litigation. See Note 13—Legal Matters.

Europe Retrospective Responsibility Plan

Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (VE territory covered litigation). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through a periodic adjustment to the class A common stock conversion rates applicable to the series B and C preferred stock. VE territory covered losses are recorded in right to recover for covered losses, a contra-equity account 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 € million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity.

$ $()

VE territory covered losses incurred(1)

()

Recovery through conversion rate adjustment

()()

Balance as of end of period

$ $ $()

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$ $()

VE territory covered losses incurred(1)

()

Recovery through conversion rate adjustment

()()

Balance as of end of period

$ $ $()

(1)VE territory covered losses incurred reflect litigation provision for settlements with merchants and additional legal costs. See Note 13—Legal Matters.

$ $ $ Series C preferred stock Total Less: right to recover for covered losses()()()()Total recovery for covered losses available$ $ $ $

(1)Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers.

(2)As of December 31, 2024, the as-converted value of preferred stock is calculated as the product of: (a) million and million shares of the series B and C preferred stock outstanding, respectively; (b) and , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $, Visa’s class A common stock closing stock price.

(3)As of September 30, 2024, the as-converted value of preferred stock is calculated as the product of: (a) million and million shares of the series B and C preferred stock outstanding, respectively; (b) and , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $, Visa’s class A common stock closing stock price.

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$ $ $

U.S. Treasury securities

Investment securities:

Marketable equity securities

U.S. government-sponsored debt securities

U.S. Treasury securities

Other current and non-current assets:

Money market funds

Derivative instruments

Total $ $ $ $ LiabilitiesAccrued compensation and benefits:

Deferred compensation liability

$ $ $ $ Accrued and other liabilities:

Derivative instruments

Total $ $ $ $

(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.

(2)The number of shares outstanding was less than one million.

(3)The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Conversion rates are presented on a rounded basis.

(1)

Effective price per share(2)

$ $ $ $

Recovery through conversion rate adjustment

$ $ $ $ $

(1)Shares repurchased in the open market are retired and constitute authorized but unissued shares.

(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. As of December 31, 2024, shares repurchased in the open market include $ million unsettled repurchases.

In October 2023, the Company’s board of directors authorized a share repurchase program of $ billion, providing multi-year flexibility. This authorization has no expiration date. As of December 31, 2024, the Company’s share repurchase program had remaining authorized funds of $ billion. All share repurchase programs authorized prior to October 2023 have been completed.

Dividends. For the three months ended December 31, 2024 and 2023, the Company declared and paid dividends of $ billion and $ billion, respectively. On January 28, 2025, the Company’s board of directors declared a quarterly cash dividend of $ per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on March 3, 2025 to all holders of record as of February 11, 2025.

Class B common stock. In January 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation that authorized Visa to implement an exchange offer program that released transfer restrictions on portions of the Company’s class B common stock by allowing holders to exchange a portion of their outstanding shares of class B common stock for shares of freely tradeable class C common stock. The certificate of incorporation amendments automatically redenominated all shares of class B common stock outstanding at the amendment date as class B-1 common stock with no changes to the par value, conversion features, rights or privileges. All references to class B common stock outstanding prior to January 23, 2024 have been updated in this report to class B-1 common stock to reflect this redenomination. The amendments also authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a preceding class of B common stock is tendered in exchange and retired.

million shares of class B-1 common stock tendered in the exchange offer. In exchange, Visa issued approximately million shares of class B-2 common stock and million shares of class C common stock. The class B-1 common shares exchanged have been retired and constitute authorized but unissued shares. Future conversion rate adjustments for the class B-2 common stock will have double the impact compared to conversion rate adjustments for the class B-1 common stock.

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$ $

(3)

$ Class B-1 common stock $ $ $

Class B-2 common stock(4)

$ $ $ Class C common stock $ $ $ Participating securities Not presentedNot presented$ Not presentedNot presentedNet income$

(1) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer in May 2024. See Note 9—Stockholders’ Equity for further details.

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$ $ Restricted stock units $

Performance-based shares(1)

(1)Represents the maximum number of performance-based shares which could be earned.

For the three months ended December 31, 2024 and 2023, the Company recorded share-based compensation cost related to the EIP of $ million and $ million, respectively.

% and %, respectively. The effective income tax rates differ due to various items including a change in the geographic mix of earnings.

For the three months ended December 31, 2024, the Company’s gross unrecognized tax benefits increased $ million, and the Company’s net unrecognized tax benefits increased $ million. The change in unrecognized tax benefits is related to various tax positions across several jurisdictions, including an increase in gross timing differences.

The Company’s tax filings are subject to examination by U.S. federal, state and foreign taxing authorities. The timing and outcome of the final resolutions of the various ongoing income tax examinations and refund claims are uncertain. It is not reasonably possible to estimate the increase or decrease in unrecognized tax benefits within the next 12 months.

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$ Provision for uncovered legal matters Provision for covered legal matters Payments for legal matters()()

Balance as of end of period

$ $

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.

$ Provision for interchange multidistrict litigation 2.75 $2.41 14 %

(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.

Highlights. For the three months ended December 31, 2024, net revenue increased 10% over the prior year, primarily due to the growth in processed transactions, nominal cross-border volume and nominal payments volume, partially offset by higher client incentives. For the three months ended December 31, 2024, exchange rate movements did not have a material impact on net revenue growth. See Results of Operations—Net Revenue below for further discussion.

For the three months ended December 31, 2024, GAAP operating expenses increased 22% over the prior year, primarily driven by higher personnel and general and administrative expenses. See Results of Operations—Operating Expenses below for further discussion. For the three months ended December 31, 2024, exchange rate movements negatively impacted our operating expenses by approximately one percentage point.

For the three months ended December 31, 2024, non-GAAP operating expenses increased 11% over the prior year, primarily driven by higher personnel and general and administrative expenses.

Acquisition. In December 2024, we acquired Featurespace Limited (Featurespace), a developer of real-time artificial intelligence payments protection technology that prevents and mitigates payments fraud and financial crime risks, for a purchase consideration of $946 million. See Note 2—Acquisitions to our unaudited consolidated financial statements.

Interchange multidistrict litigation. For the three months ended December 31, 2024, we recorded an additional accrual of $27 million to address claims associated with the interchange multidistrict litigation. See Note 13—Legal Matters to our unaudited consolidated financial statements.

Common stock repurchases. For the three months ended December 31, 2024, we repurchased 13 million shares of our class A common stock in the open market for $3.9 billion. As of December 31, 2024, our share repurchase program had remaining authorized funds of $9.1 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

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

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

•Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as technology, customer relationships and trade names 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 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.

•Severance costs. For the three months ended December 31, 2024, we recorded severance costs within personnel expense to realign our organizational structure and focus on areas that will drive higher long-term growth. This broad-based optimization effort has been excluded as it is not representative of our ongoing operations.

•Lease consolidation costs. For the three months ended December 31, 2024, we recorded a charge within general and administrative expense associated with the consolidation of certain leased office spaces. We have excluded these amounts as it does not reflect the underlying performance of our business.

•Litigation provision. Litigation provision includes significant accruals related to certain legal matters that are not covered by the U.S. retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and additional accruals associated with the interchange multidistrict litigation which are covered by the U.S. retrospective responsibility plan (U.S. covered litigation). Litigation provision associated with these matters can vary significantly based on the facts and circumstances related to each matter and do not correlate to the underlying performance of our business. For the three months ended December 31, 2024, we have excluded this amount to facilitate a comparison to our past operating performance.

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-1 and class B-2 common stock ultimately convert into shares of class A common stock. For the three months ended December 31, 2024 and 2023, there was no conversion rate adjustment. See Note 5—U.S. and Europe Retrospective Responsibility Plans to our unaudited consolidated financial statements.

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Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with U.S. GAAP. The following tables reconcile our as-reported financial measures, calculated in accordance with U.S. GAAP, to our respective non-GAAP financial measures:


	Three Months Ended December 31, 2024
	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	$	3,276	$	(34)	$	1,081	17.4	%	$	5,119	$	2.58
(Gains) losses on equity investments, net	—		75		17				58		0.03
Amortization of acquired intangible assets	(46)		—		11				35		0.02
Acquisition-related costs	(34)		—		2				32		0.02
Severance costs	(213)		—		45				168		0.08
Lease consolidation costs	(39)		—		9				30		0.02
Litigation provision	(27)		—		6				21		0.01


Non-GAAP	$	2,917	$	41	$	1,171	17.7	%	$	5,463	$	2.75


	Three Months Ended December 31, 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	$	2,680	$	88	$	1,152	19.1	%	$	4,890	$	2.39
(Gains) losses on equity investments, net	—		(4)		(1)				(3)		—
Amortization of acquired intangible assets	(40)		—		9				31		0.01
Acquisition-related costs	(21)		—		1				20		0.01


Non-GAAP	$	2,619	$	84	$	1,161	19.0	%	$	4,938	$	2.41

(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.

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

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 include payments and cash transactions, and represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks.

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The following table presents nominal payments and cash volume:


	U.S.						International						Visa
	Three Months Ended September 30,(1)						Three Months Ended September 30,(1)						Three Months Ended September 30,(1)
	2024		2023		% Change(2)		2024		2023		% Change(2)		2024		2023		% Change(2)
	(in billions, except percentages)
Nominal payments volume
Consumer credit	$	610	$	580	5	%	$	774	$	736	5	%	$	1,384	$	1,316	5	%
Consumer debit(3)	771		731		6	%	827		747		11	%	1,598		1,478		8	%
Commercial(4)	268		260		3	%	159		150		6	%	428		410		4	%
Total nominal payments volume(2)	$	1,649	$	1,570	5	%	$	1,760	$	1,634	8	%	$	3,410	$	3,204	6	%
Cash volume(5)	150		155		(3	%)	475		476		—	%	625		630		(1	%)
Total nominal volume(2),(6)	$	1,799	$	1,725	4	%	$	2,235	$	2,109	6	%	$	4,034	$	3,834	5	%

The following table presents the change in nominal and constant payments and cash volume:


	International				Visa
	Three Months Ended September 30, 2024 vs. 2023(1),(2)				Three Months Ended September 30, 2024 vs. 2023(1),(2)
	Nominal		Constant(7)		Nominal		Constant(7)
Payments volume growth
Consumer credit growth	5	%	8	%	5	%	7	%
Consumer debit growth(3)	11	%	12	%	8	%	9	%
Commercial growth(4)	6	%	9	%	4	%	5	%
Total payments volume growth	8	%	10	%	6	%	8	%
Cash volume growth(5)	—	%	4	%	(1	%)	2	%
Total volume growth	6	%	9	%	5	%	7	%

(1)Service revenue in a given quarter is primarily assessed based on nominal payments volume in the prior quarter. Therefore, service revenue reported for the three months ended December 31, 2024 and 2023, respectively, was based on nominal payments volume reported by our financial institution clients for the three months ended September 30, 2024 and 2023, 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 December 31,
	2024	2023	% Change(1)
	(in millions, except percentages)
Visa processed transactions	63,797	57,472	11	%

9,510 $8,634 10 % %19 %

The effective income tax rate decreased over the three-month prior-year comparable period due to various items including a change in the geographic mix of earnings.

The Organization for Economic Cooperation and Development (OECD) published administrative guidance around the implementation of a 15% global minimum tax (Pillar Two). Various OECD member countries have either enacted or are in the process of enacting Pillar Two legislation. While we do not expect a material tax impact in fiscal 2025, we are monitoring developments and evaluating the potential impact of Pillar Two on future years.

Liquidity and Capital Resources

Cash Flow Data

The following table summarizes our cash flow activity for the periods presented:


	Three Months Ended December 31,
	2024		2023
	(in millions)
Total cash provided by (used in):
Operating activities	$	5,396	$	3,614
Investing activities	$	790	$	(1,889)
Financing activities	$	(5,475)	$	(4,379)

Operating activities. Cash provided by operating activities increased over the three-month prior-year comparable period primarily due to growth in our underlying business and the timing of payments related to income taxes.

Investing activities. Cash provided by investing activities increased over the three-month prior-year comparable period primarily due to the absence of investment security purchases and higher proceeds from investment security sales and maturities, partially offset by cash paid for an acquisition in the current period.

Financing activities. Cash used in financing activities increased over the three-month prior-year comparable period primarily due to lower funds held on behalf of clients, higher share repurchases and higher dividends paid.

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.

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Uses of Liquidity

There has been no significant change to our primary uses of liquidity since September 30, 2024, except as discussed below.

Common stock repurchases. For the three months ended December 31, 2024, we repurchased shares of our class A common stock in the open market for $3.9 billion. As of December 31, 2024, our share repurchase program had remaining authorized funds of $9.1 billion. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

Dividends. For the three months ended December 31, 2024, we declared and paid $1.2 billion in dividends to holders of our common and preferred stock. On January 28, 2025, our board of directors declared a quarterly cash dividend of $0.59 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis). We expect to continue paying quarterly dividends in cash, subject to approval by the board of directors. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

Senior notes. A principal payment on our senior notes of $4.0 billion is due in December 2025 for which we have sufficient liquidity. See Note 7—Debt to our unaudited consolidated financial statements.

Acquisition. In December 2024, we acquired Featurespace for a purchase consideration of $946 million. See Note 2—Acquisitions to our unaudited consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This standard also enhances interim disclosure requirements and provides new segment disclosure requirements for entities with a single reportable segment. This ASU is effective for our annual periods beginning October 1, 2024, and interim periods beginning October 1, 2025, and requires retrospective application to all prior periods presented. We are currently evaluating the impact of the ASU on our disclosures.

In December 2023, the FASB issued ASU 2023-09, which provides improvements to income tax disclosures. This standard requires disaggregated information related to the effective tax rate reconciliation as well as information on income taxes paid. This ASU is effective for our annual periods beginning October 1, 2025, and requires prospective application with the option to apply the standard retrospectively. We are currently evaluating the impact of the ASU on our disclosures.

In November 2024, the FASB issued ASU 2024-03, which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. Subsequently, the FASB also issued an amendment to this standard. The amendments in the ASU are effective for our annual periods beginning October 1, 2027, and interim periods beginning October 1, 2028, and require either prospective or retrospective application. We are currently evaluating the impact of the ASU on our disclosures.


ITEM 3.			Quantitative and Qualitative Disclosures about Market Risk

There have been no significant changes to our market risks since September 30, 2024.


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 our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) at the end of the period covered by this report and, based on such evaluation, have concluded that our disclosure controls and procedures 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 first quarter of fiscal 2025 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

See Note 13—Legal Matters to the unaudited consolidated financial statements included in this Form 10-Q for developments concerning the Company’s current material legal proceedings, since the Company's Annual Report on Form 10-K for the year ended September 30, 2024.


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, 2024.

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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 class A common stock for the three months ended December 31, 2024:


Period	Total Number of Shares Purchased	Average Purchase Price per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
	(in millions, except per share data)
October 1 - 31, 2024	6	$	284.19	6	$	11,409
November 1 - 30, 2024	3	$	308.07	3	$	10,452
December 1 - 31, 2024	4	$	318.28	4	$	9,135
Total	13	$	300.61	13

(1)Includes applicable taxes.

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

For the three months ended December 31, 2024, the following officer adopted a Rule 10b5-1 trading arrangement as defined in Regulation S-K Item 408, which is intended to satisfy the affirmative defense in Rule 10b5-1(c), as follows:

, , our , a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to shares of our class A common stock, including shares issuable upon the vesting of performance shares. The duration of the trading arrangement is until or earlier if all transactions under the trading arrangement are completed.

No other officers or directors and/or a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement for the three months ended December 31, 2024.

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ITEM 6.			Exhibits

EXHIBIT INDEX

Incorporated by Reference

Exhibit

File

Exhibit

Filing

Number

Description

Form

Number

Date

10.1*+

Form of Visa Inc. 2007 Equity In centive Compensation Plan Stock Option Award Agreement for awar ds granted after November 1, 2024

10.2*+

F orm of Vi sa Inc. 2007 Equity Incentive Compensation Plan Performance Share Awar d Agreement for awards gran ted af ter November 1, 2024

10.3*+

F orm of Visa Inc. 2007 Equity In c entive Compensation Plan Restricted Stock Unit Award Ag reem ent for awards gran ted after November 1, 2024

31.1+

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.2+

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

32.1+

Section 1350 Certification of Principal Executive and Financial Officer

101.INS+

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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:

January 30, 2025

By:

/s/ Ryan McInerney

Name:

Ryan McInerney

Title:

Chief Executive Officer
(Principal Executive Officer)

Date:

January 30, 2025

By:

/s/ Chris Suh

Name:

Chris Suh

Title:

Chief Financial Officer

(Principal Financial Officer)

Date:

January 30, 2025

By:

/s/ Peter Andreski

Name:

Peter Andreski

Title:

Global Corporate Controller, Chief Accounting Officer
(Principal Accounting Officer)

VISA INC. - Quarter Report: 2024 December (Form 10-Q)

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