VISA INC. - Quarter Report: 2025 June (Form 10-Q)

Right to recover for covered losses()()Additional paid-in capital Accumulated income Accumulated other comprehensive income (loss): Investment securities Defined benefit pension and other postretirement plans()()Derivative instruments()()Foreign currency translation adjustments ()Total accumulated other comprehensive income (loss) ()Total equity Total liabilities and equity$ $

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

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VISA

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended June 30,		Nine Months Ended June 30,
	2025	2024	2025	2024
	(in millions, except per share data)






Net revenue	$	$	$	$

Operating Expenses
Personnel
Marketing
Network and processing
Professional fees
Depreciation and amortization
General and administrative
Litigation provision

Total operating expenses
Operating income

Non-operating Income (Expense)
Interest expense	()	()	()	()
Investment income (expense) and other
Total non-operating income (expense)
Income before income taxes
Income tax provision
Net income	$	$	$	$

Basic Earnings Per Share
Class A common stock	$	$	$	$
Class B-1 common stock	$	$	$	$
Class B-2 common stock	$	$	$	$
Class C common stock	$	$	$	$

Basic Weighted-average Shares Outstanding
Class A common stock
Class B-1 common stock
Class B-2 common stock
Class C common stock

Diluted Earnings Per Share
Class A common stock	$	$	$	$
Class B-1 common stock	$	$	$	$
Class B-2 common stock	$	$	$	$
Class C common stock	$	$	$	$

Diluted Weighted-average Shares Outstanding
Class A common stock
Class B-1 common stock
Class B-2 common stock
Class C common stock

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

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VISA

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended June 30,		Nine Months Ended June 30,
	2025	2024	2025	2024
	(in millions)
Net income	$	$	$	$
Other comprehensive income (loss):
Investment securities:
Net unrealized gain (loss)	()		()
Income tax effect		()		()


Defined benefit pension and other postretirement plans:
Net unrealized actuarial gain (loss) and prior service credit (cost)	()
Income tax effect			()	()
Reclassification adjustments	()		()
Income tax effect				()
Derivative instruments:
Net unrealized gain (loss)	()		()
Income tax effect		()		()
Reclassification adjustments		()
Income tax effect	()		()	()
Foreign currency translation adjustments:
Translation adjustments		()
Income tax effect		()
Other comprehensive income (loss)		()
Comprehensive income	$	$	$	$

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

(UNAUDITED)



	Three Months Ended June 30, 2025
	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 March 31, 2025			$			$	$	()	$	$	()	$
Net income
Other comprehensive income (loss)
VE territory covered losses


Conversions to class A common stock		(1)	()

Share-based compensation
Stock issued under equity plans					(1)
Shares withheld for taxes related to stock issued under equity plans					(1)	()						()
Cash dividends declared and paid, at a quarterly amount of $ per class A common stock									()			()
Repurchases of class A common stock				()		()			()			()
Balance as of June 30, 2025			$			$	$	()	$	$		$

(1)

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)


	Nine Months Ended June 30, 2025
	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							()					()
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 June 30, 2025			$	(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 June 30, 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 March 31, 2024			$			$		$	()	$	$	()	$
Net income
Other comprehensive income (loss)											()		()
VE territory covered losses								()					()
Recovery through conversion rate adjustment			()										()

Conversions to class A common stock		(1)	()
Class B-1 common stock exchange offer				()			(1)
Share-based compensation
Stock issued under equity plans
Shares withheld for taxes related to stock issued under equity plans					(1)	()							()
Cash dividends declared and paid, at a quarterly amount of $ per class A common stock										()			()
Repurchases of class A common stock				()		()				()			()
Balance as of June 30, 2024			$			$		$	()	$	$	()	$

(1)

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)


	Nine Months Ended June 30, 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, 2023			$	(1)		$		$	()	$	$	()	$
Net income
Other comprehensive income (loss)

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

Conversions to class A common stock		(2)	()
Class B-1 common stock exchange offer					()		(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 June 30, 2024			$	(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)


	Nine Months Ended June 30,
	2025	2024
	(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	()	()
(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	()	()
Proceeds from issuance of senior notes
Proceeds from stock issued under equity plans
Taxes paid related to stock issued under equity plans	()	()
Other financing activities	()
Net cash provided by (used in) financing activities	()	()
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents		()
Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period
Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period	$	$
Supplemental Disclosure
Cash paid for income taxes, net(1)	$	$
Interest payments on debt	$	$
Accruals related to purchases of property, equipment and technology	$	$

(1) billion of cash paid for federal transferable tax credits.

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

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VISA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

countries and territories. Visa operates one of the world’s largest electronic payments networks — VisaNet — which provides transaction processing services, primarily authorization, clearing and settlement. The Company offers products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem. Visa is not a financial institution and does not issue cards, extend credit or set rates and fees for account holders of Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa’s financial institution clients.

million. The Company allocated $ million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $ million to goodwill.

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$ $ $

Data processing revenue

International transaction revenue

Other revenue

Client incentives()()()()

Net revenue

$ $ $ $


	Three Months Ended June 30,		Nine Months Ended June 30,
	2025	2024	2025	2024
	(in millions)
U.S.	$	$	$	$
International
Net revenue	$	$	$	$

June 30,
2025September 30,
2024(in millions)Cash and cash equivalents$ $ 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

$ $

$ Deposits into the U.S. litigation escrow account

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.

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$ $()

VE territory covered losses(1)

()

Recovery through conversion rate adjustment

()()

Balance as of end of period

$ $ $()

Nine Months Ended
June 30, 2024

Preferred Stock

Right to Recover for Covered Losses

Series B

Series C

(in millions)

Balance as of beginning of period

()

VE territory covered losses(1)

()

Recovery through conversion rate adjustment(2)

()

Balance as of end of period

()

(1)VE territory covered losses 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 value is based on unrounded numbers.

(2)As of June 30, 2025, 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.

Reduction in as-converted shares.

Effective price per share(1)

$ $

Deposits into the U.S. litigation escrow account

$ $

(1)Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation.

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(1)

Effective price per share(2)

$ $ $ $

Recovery through conversion rate adjustment

$ $ $ $

(1)The reduction in equivalent number of class A common stock was less than one million shares.

(2)Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock.

Average repurchase cost per share(2)

$ $ $ $

Total cost(2)

$ $ $ $

(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 June 30, 2025 and 2024, shares repurchased in the open market include unsettled repurchases of $ million and $ million, respectively.

In October 2023, the Company’s board of directors authorized a $ billion share repurchase program and in April 2025, authorized an additional $ billion share repurchase program, both providing multi-year flexibility. These authorizations have no expiration date. As of June 30, 2025, the Company’s share repurchase program had remaining authorized funds of $ billion. All share repurchase programs authorized prior to April 2025 have been completed.

Dividends. For the three months ended June 30, 2025 and 2024, the Company declared and paid dividends of $ million and $ million, respectively. For the nine months ended June 30, 2025 and 2024, the Company declared and paid dividends of $ billion and $ billion, respectively. On July 29, 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 September 2, 2025 to all holders of record as of August 12, 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.

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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.

$ $

(3)

$ Class B-1 common stock $ $ $ Class B-2 common stock $ $ $ Class C common stock $ $ $ Participating securities Not presentedNot presented$ Not presentedNot presentedNet income$


	Nine Months Ended June 30, 2025
	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	$		$	$	(3)		(3)	$
Class B-1 common stock			$	$				$
Class B-2 common stock			$	$				$
Class C common stock			$	$				$
Participating securities		Not presented	Not presented	$		Not presented		Not presented
Net income	$


	Three Months Ended June 30, 2024
	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	$		$	$	(3)		(3)	$
Class B-1 common stock			$	$				$
Class B-2 common stock			$	$				$
Class C common stock			$	$				$
Participating securities		Not presented	Not presented	$		Not presented		Not presented
Net income	$

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$ $

(3)

$ Class B-1 common stock $ $ $ Class B-2 common stock $ $ $ Class C common stock $ $ $ Participating securities Not presentedNot presented$ Not presentedNot presentedNet income$

(1)Income allocation is based on the weighted-average number of as-converted class A common stock outstanding as shown in the table below.

(2)Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share are calculated based on unrounded numbers.

(3)Diluted class A common stock earnings per share calculation includes the assumed conversion of any class B-1, B-2 and C common stock and participating securities on an as-converted basis as shown in the table below and the incremental common stock equivalents related to employee stock plans, as calculated under the treasury stock method. The common stock equivalents were not material for the three and nine months ended June 30, 2025 and 2024.

Class B-2 common stock

Class C common stock Participating securities

$ $ 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 June 30, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $ million and $ million, respectively. For the nine months ended June 30, 2025 and 2024, the Company recorded share-based compensation cost related to the EIP of $ million and $ million, respectively.

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%, and for the three and nine months ended June 30, 2024, the effective income tax rates were % and %, respectively. The effective income tax rates differ due to a change in the geographic mix of earnings as well as the following:

•For the three and nine months ended June 30, 2025, a $ million net tax benefit due to the reassessment of uncertain tax positions as a result of new information obtained during a tax examination;

•For the nine months ended June 30, 2025, a $ million tax benefit as a result of a tax position taken on certain expenses, partially offset by a $ million tax expense related to the resolution of a tax matter; and

•For the nine months ended June 30, 2024, a $ million tax benefit as a result of the conclusion of an audit.

For the three and nine months ended June 30, 2025, the Company’s gross unrecognized tax benefits decreased $ billion and $ billion, respectively, and the Company’s net unrecognized tax benefits decreased $ million and increased $ million, respectively. The change in unrecognized tax benefits is related to various tax positions across several jurisdictions and reflects the reassessment mentioned above, including a decrease in gross timing differences. For the three and nine months ended June 30, 2025, accrued interest related to uncertain tax positions decreased $ million and $ million, respectively. For the three and nine months ended June 30, 2024, accrued interest related to uncertain tax positions increased $ million and decreased $ million, respectively.

The Internal Revenue Service concluded fieldwork related to its examination of the Company’s U.S. federal income tax returns for fiscal 2016 through 2018. For fiscal 2008 through 2018, an unresolved issue related to certain income tax deductions remains.

The Company’s California income tax examination for fiscal 2012 through 2015 concluded and the Company filed an administrative appeal related to refund claims for those years. The Company’s California income tax returns for fiscal 2016 through 2021 are currently under examination. Except for the refund claims, the California statute of limitations has expired for fiscal years prior to 2016.

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 Payments for U.S. covered litigation()()

Balance as of end of period

$ $

For the nine months ended June 30, 2025, the Company recorded additional accruals of $ billion and deposited $ million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The accrual balance is consistent with the Company’s best estimate of its share of a probable and reasonably estimable loss with respect to the U.S. covered litigation. While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation. The Company will continue to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached.

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 class A common stock 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.

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$ Provision for VE territory covered litigation Payments for VE territory covered litigation()()

Balance as of end of period

$ $

% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

On November 15, 2024, defendants served a motion for injunction compelling dismissal of claims by Intuit and Block. On March 24, 2025, the magistrate judge recommended that the motion for injunction be denied, and defendants filed an objection to the magistrate judge’s recommendation.

On December 18, 2024, in the actions led by Target Corporation and by 7-Eleven, Inc., the U.S. District Court for the Southern District of New York denied defendants’ motion for a revised summary judgment ruling based on Illinois Brick.

In the action led by Grubhub Holdings Inc., the U.S. District Court for the Northern District of Illinois set a trial date.

Consumer Interchange Litigation

On December 30, 2024, the district court adopted the magistrate judge’s recommendation to deny defendants’ motion to compel arbitration and grant defendants’ motion to dismiss plaintiffs’ California law claims, and plaintiffs moved for reconsideration. On May 12, 2025, the U.S. District Court for the Eastern District of New York denied plaintiffs’ motion for reconsideration and their request for leave to amend the complaint, which decision plaintiffs have both appealed and moved to alter or amend.

VE Territory Covered Litigation

Europe Merchant Litigation

Since July 2013, proceedings have been commenced by more than Merchants (the capitalized term “Merchant”, when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc. and other Visa subsidiaries in the UK and other countries, primarily relating to interchange rates in Europe and, in some cases, relating to fees charged by Visa and certain Visa rules. They seek damages for alleged anti-competitive conduct in relation to one or more of the following types of interchange fees for credit and debit card transactions: UK domestic, other European domestic, intra-European Economic Area and/or other inter-regional. As of the filing date, Visa has settled the claims asserted by over Merchants, and there are approximately Merchants with outstanding claims. In addition, over Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled. While the amount of interchange being challenged could be substantial, these claims have not yet been filed and their full scope is not yet known. The Company anticipates additional claims in the future.

On December 19, 2024 the UK Court of Appeal issued a decision restricting Merchant damages to preceding the claim filing. The six-year limitation period will apply to all existing and future Merchant claims brought under English law in the Courts of England and Wales. In April 2025, a trial was completed before the UK

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putative class actions brought on behalf of merchants then-pending in the U.S. District Court for the Southern District of New York moved to consolidate their cases, appoint interim leadership, and enter an interim schedule, which the court granted. On December 16, 2024, those plaintiffs filed an amended consolidated complaint. On December 13, 2024, plaintiffs in putative class actions brought on behalf of cardholders pending in or being transferred to the U.S. District Court for the Southern District of New York moved to consolidate their cases, appoint interim leadership and enter an interim schedule, which the court granted. remaining cardholder actions were subsequently transferred to that court. On December 27, 2024, plaintiffs in the consolidated cardholder actions filed an amended consolidated complaint. On January 29, 2025, an additional putative class action brought on behalf of merchants was filed in the U.S. District Court for the Southern District of New York, which was consolidated into the existing merchant consolidated complaint. On February 24, 2025, Visa filed motions to dismiss the consolidated complaints by merchants and cardholders. Visa also filed a motion to stay the litigation as to certain putative class representatives and certain claims in the merchant complaint, which was granted. On March 28, 2025, Visa filed a motion in the U.S. District Court for the Eastern District of New York to compel dismissal of certain claims asserted by certain putative class representatives.

U.S. Securities Class Action

On November 20, 2024, Beibei Cai filed a putative securities class action in the U.S. District Court for the Northern District of California against Visa Inc., and certain of our officers on behalf of all persons or entities who purchased or otherwise acquired publicly traded Visa securities between November 16, 2023 and September 23, 2024. The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 in failing to disclose that Visa was in violation of U.S. federal antitrust laws, as was alleged in the lawsuit filed by the U.S. Department of Justice on September 24, 2024 (see U.S. Department of Justice matter). The plaintiff seeks a ruling that this case may proceed as a class action, and seeks damages, attorneys’ fees, and costs. On April 23, 2025, the court appointed Cai as lead representative plaintiff. On July 15, 2025 plaintiff filed an amended complaint adding certain current and former officers as defendants and bringing the action on behalf of all persons or entities who purchased or otherwise acquired publicly traded Visa securities between March 2, 2023 and September 23, 2024.

Derivative Cases

Between January 31, 2025, and March 27, 2025, shareholder derivative actions were filed in the U.S. District Court for the Northern District of California. These actions are purportedly brought by shareholders on behalf of Visa Inc. and against certain of its current and former directors and officers. Collectively, the actions assert claims for breach of fiduciary duty and violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 for failing to disclose that Visa was in violation of U.S. federal antitrust laws, as was alleged in the lawsuit filed by the U.S. Department of Justice on September 24, 2024 (see U.S. Department of Justice matter), as well as claims

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ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Visa Inc. and its subsidiaries (Visa, we, us, our or the Company) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1—Financial Statements of this report.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the 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; 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 unaudited 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, 2024, and any 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 set of consumers, merchants, financial institutions and government entities through innovative technologies. We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through VisaNet, our proprietary advanced transaction processing network. We offer products, solutions and services that facilitate secure, reliable and efficient money movement for all participants in the ecosystem.

Financial overview. A summary of our GAAP and non-GAAP operating results is as follows:


	Three Months Ended June 30,						Nine Months Ended June 30,
	2025		2024		% Change(1)		2025		2024		% Change(1)
	(in millions, except percentages and per share data)
Net revenue	$	10,172	$	8,900	14	%	$	29,276	$	26,309	11	%
Operating expenses	$	3,995	$	2,962	35	%	$	11,430	$	9,063	26	%
Net income	$	5,272	$	4,872	8	%	$	14,968	$	14,425	4	%
Diluted earnings per share	$	2.69	$	2.40	12	%	$	7.59	$	7.08	7	%

Non-GAAP operating expenses(2)	$	3,307	$	2,927	13	%	$	9,295	$	8,417	10	%
Non-GAAP net income(2)	$	5,834	$	4,909	19	%	$	16,739	$	14,964	12	%
Non-GAAP diluted earnings per share(2)	$	2.98	$	2.42	23	%	$	8.49	$	7.34	16	%

(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 and nine months ended June 30, 2025, net revenue increased 14% and 11% over the prior-year comparable periods, respectively, 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 June 30, 2025, exchange rate movements did not have a material impact on net revenue growth. For the nine months ended June 30, 2025, exchange rate movements lowered our net revenue growth by approximately one percentage point. See Results of Operations—Net Revenue below for further discussion.

For the three and nine months ended June 30, 2025, operating expenses increased 35% and 26% over the prior-year comparable periods, respectively, primarily driven by higher litigation provision and personnel expenses. See Results of Operations—Operating Expenses below for further discussion. For the three and nine months ended June 30, 2025, exchange rate movements lowered our operating expense growth by approximately half a percentage point and one percentage point, respectively.

For the three and nine months ended June 30, 2025, non-GAAP operating expenses increased 13% and 10% over the prior-year comparable periods, respectively, primarily driven by higher personnel, general and administrative, and depreciation and amortization expenses.

Senior notes. In May 2025, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.5 billion ($3.9 billion), with maturities ranging between 3 and 19 years. See Note 7—Debt to our unaudited consolidated financial statements.

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.

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Interchange multidistrict litigation. For the nine months ended June 30, 2025, we recorded additional accruals of $1.5 billion to address claims associated with the interchange multidistrict litigation. We also made deposits of $375 million into the U. S. litigation escrow account. The additional accruals related to the interchange multidistrict litigation could be higher or lower than deposits made 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 April 2025, our board of directors authorized a $30.0 billion share repurchase program, providing multi-year flexibility. For the nine months ended June 30, 2025, we repurchased 40 million shares of our class A common stock in the open market for $13.2 billion. As of June 30, 2025, our share repurchase program had remaining authorized funds of $29.8 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 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 and customer relationships 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 nine months ended June 30, 2025, 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 nine months ended June 30, 2025 and 2024, we recorded charges 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 and nine months ended June 30, 2025 and 2024, we have excluded these amounts 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 June

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30, 2025 and the three and nine months ended June 30, 2024, there was no conversion rate adjustment. For the nine months ended June 30, 2025, basic and diluted earnings per class A common stock was unchanged. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

•Indirect taxes. During the three and nine months ended June 30, 2024, as a result of the resolution of an audit, we recognized a benefit within general and administrative expense related to the release of the reserve previously recognized in fiscal 2021. This one-time benefit is not representative of our ongoing operations.

•Charitable contribution. During the three and nine months ended June 30, 2024, we donated investment securities to the Visa Foundation and recognized a non-cash general and administrative expense. We have excluded this amount as it does not reflect the underlying performance of our business.

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 GAAP. The following tables reconcile our GAAP to non-GAAP financial measures:


	Three Months Ended June 30, 2025
	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)
GAAP	$	3,995	$	156	$	1,061	16.7	%	$	5,272	$	2.69
(Gains) losses on equity investments, net	—		35		7				28		0.01
Amortization of acquired intangible assets	(54)		—		14				40		0.02
Acquisition-related costs	(19)		—		1				18		0.01
Litigation provision	(615)		—		139				476		0.24



Non-GAAP	$	3,307	$	191	$	1,222	17.3	%	$	5,834	$	2.98


	Nine Months Ended June 30, 2025
	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)
GAAP	$	11,430	$	125	$	3,003	16.7	%	$	14,968	$	7.59
(Gains) losses on equity investments, net	—		133		29				104		0.05
Amortization of acquired intangible assets	(164)		—		41				123		0.06
Acquisition-related costs	(85)		—		6				79		0.04
Severance costs	(213)		—		45				168		0.08
Lease consolidation costs	(39)		—		9				30		0.02
Litigation provision	(1,634)		—		367				1,267		0.64


Non-GAAP	$	9,295	$	258	$	3,500	17.3	%	$	16,739	$	8.49

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	Three Months Ended June 30, 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)
GAAP	$	2,962	$	51	$	1,117	18.6	%	$	4,872	$	2.40
(Gains) losses on equity investments, net	—		22		5				17		0.01
Amortization of acquired intangible assets	(48)		—		13				35		0.02
Acquisition-related costs	(28)		—		3				25		0.01
Litigation provision	(10)		—		2				8		—
Indirect taxes	118		—		(29)				(89)		(0.04)
Charitable contribution	(67)		—		26				41		0.02

Non-GAAP	$	2,927	$	73	$	1,137	18.8	%	$	4,909	$	2.42


	Nine Months Ended June 30, 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)
GAAP	$	9,063	$	298	$	3,119	17.8	%	$	14,425	$	7.08
(Gains) losses on equity investments, net	—		48		11				37		0.02
Amortization of acquired intangible assets	(131)		—		32				99		0.05
Acquisition-related costs	(75)		—		5				70		0.03
Litigation provision	(434)		—		97				337		0.17
Lease consolidation costs	(57)		—		13				44		0.02
Indirect taxes	118		—		(29)				(89)		(0.04)
Charitable contribution	(67)		—		26				41		0.02
Non-GAAP	$	8,417	$	346	$	3,274	17.9	%	$	14,964	$	7.34

(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 tables present nominal payments and cash volume:


	U.S.						International						Visa
	Three Months Ended March 31,(1)						Three Months Ended March 31,(1)						Three Months Ended March 31,(1)
	2025		2024		% Change(2)		2025		2024		% Change(2)		2025		2024		% Change(2)
	(in billions, except percentages)
Nominal payments volume
Consumer credit	$	592	$	564	5	%	$	745	$	725	3	%	$	1,337	$	1,289	4	%
Consumer debit(3)	802		745		8	%	789		739		7	%	1,591		1,483		7	%
Commercial(4)	261		253		3	%	156		149		5	%	416		401		4	%
Total nominal payments volume(2)	$	1,654	$	1,561	6	%	$	1,690	$	1,612	5	%	$	3,344	$	3,173	5	%
Cash volume(5)	145		148		(2	%)	454		461		(2	%)	599		609		(2	%)
Total nominal volume(2),(6)	$	1,800	$	1,709	5	%	$	2,144	$	2,073	3	%	$	3,943	$	3,782	4	%

	U.S.						International						Visa
	Nine Months Ended March 31,(1)						Nine Months Ended March 31,(1)						Nine Months Ended March 31,(1)
	2025		2024		% Change(2)		2025		2024		% Change(2)		2025		2024		% Change(2)
	(in billions, except percentages)
Nominal payments volume
Consumer credit	$	1,844	$	1,744	6	%	$	2,312	$	2,218	4	%	$	4,156	$	3,961	5	%
Consumer debit(3)	2,379		2,219		7	%	2,458		2,251		9	%	4,838		4,470		8	%
Commercial(4)	801		773		4	%	483		457		6	%	1,284		1,230		4	%
Total nominal payments volume(2)	$	5,024	$	4,735	6	%	$	5,253	$	4,925	7	%	$	10,277	$	9,660	6	%
Cash volume(5)	445		452		(2	%)	1,412		1,423		(1	%)	1,857		1,876		(1	%)
Total nominal volume(2),(6)	$	5,469	$	5,188	5	%	$	6,665	$	6,348	5	%	$	12,134	$	11,536	5	%

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


	International				Visa				International				Visa
	Three Months Ended March 31, 2025 vs. 2024(1),(2)				Three Months Ended March 31, 2025 vs. 2024(1),(2)				Nine Months Ended March 31, 2025 vs. 2024(1),(2)				Nine Months Ended March 31, 2025 vs. 2024(1),(2)
	Nominal		Constant(7)		Nominal		Constant(7)		Nominal		Constant(7)		Nominal		Constant(7)
Payments volume growth
Consumer credit growth	3	%	8	%	4	%	6	%	4	%	8	%	5	%	7	%
Consumer debit growth(3)	7	%	11	%	7	%	9	%	9	%	12	%	8	%	10	%
Commercial growth(4)	5	%	10	%	4	%	6	%	6	%	9	%	4	%	6	%
Total payments volume growth	5	%	9	%	5	%	8	%	7	%	10	%	6	%	8	%
Cash volume growth(5)	(2	%)	4	%	(2	%)	2	%	(1	%)	4	%	(1	%)	3	%
Total volume growth	3	%	8	%	4	%	7	%	5	%	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 and nine months ended June 30, 2025 and 2024, respectively, was based on nominal payments volume reported by our financial institution clients for the three and nine months ended March 31, 2025 and 2024, 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.

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The following table presents the number of processed transactions:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025	2024	% Change(1)		2025(1)	2024(1)	% Change(1)
	(in millions, except percentages)
Visa processed transactions	65,443	59,318	10	%	189,891	172,247	10	%

(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 Revenue

The following table presents our net revenue earned in the U.S. and internationally:


	Three Months Ended June 30,						Nine Months Ended June 30,
	2025		2024		% Change(1)		2025		2024		% Change(1)
	(in millions, except percentages)
U.S.	$	3,927	$	3,621	8	%	$	11,476	$	10,909	5	%
International	6,245		5,279		18	%	17,800		15,400		16	%
Net revenue	$	10,172	$	8,900	14	%	$	29,276	$	26,309	11	%

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

Net revenue increased over the three and nine-month prior-year comparable periods primarily due to the growth in processed transactions, nominal cross-border volume and nominal payments volume, partially offset by higher client incentives.

Our net revenue is impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenue denominated in local currencies are converted to U.S. dollars. For the three months ended June 30, 2025, exchange rate movements did not have a material impact on net revenue growth. For the nine months ended June 30, 2025, exchange rate movements lowered our net revenue growth by approximately one percentage point.

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The following table presents the components of our net revenue:


	Three Months Ended June 30,						Nine Months Ended June 30,
	2025		2024		% Change(1)		2025		2024		% Change(1)
	(in millions, except percentages)
Service revenue	$	4,330	$	3,967	9	%	$	12,937	$	11,915	9	%
Data processing revenue	5,153		4,489		15	%	14,599		13,104		11	%
International transaction revenue	3,633		3,194		14	%	10,366		9,197		13	%
Other revenue	1,028		780		32	%	2,877		2,228		29	%
Client incentives	(3,972)		(3,530)		13	%	(11,503)		(10,135)		13	%
Net revenue	$	10,172	$	8,900	14	%	$	29,276	$	26,309	11	%

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

•Service revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in nominal payments volume of 5% and 6%, respectively, select pricing modifications and card benefits.

•Data processing revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in processed transactions of 10%. In addition, the increase over the three-month prior-year comparable period reflected the impact of select pricing modifications.

•International transaction revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in nominal cross-border volumes of 13%, excluding transactions within Europe, and higher volatility of a broad range of currencies, partially offset by business mix.

•Other revenue increased over the three and nine-month prior-year comparable periods primarily due to growth in advisory and other services and select pricing modifications.

•Client incentives increased over the three and nine-month prior-year comparable periods primarily due to growth in payments volume. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

For the three months ended June 30, 2025 and 2024, revenue from value-added services was $2.8 billion and $2.2 billion, respectively. For the nine months ended June 30, 2025 and 2024, revenue from value-added services was $7.8 billion and $6.4 billion, respectively. Value-added services revenue increased 28% and 22% over the three and nine-month prior-year comparable periods, respectively, primarily due to growth in advisory and other services, issuing solutions and acceptance solutions.

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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,
	2025		2024		% Change(1)		2025		2024		% Change(1)
	(in millions, except percentages)
Personnel	$	1,749	$	1,573	11	%	$	5,219	$	4,655	12	%
Marketing	421		378		11	%	1,108		1,009		10	%
Network and processing	224		200		12	%	655		570		15	%
Professional fees	187		152		23	%	503		443		13	%
Depreciation and amortization	317		264		20	%	904		760		19	%
General and administrative	482		382		26	%	1,382		1,174		18	%
Litigation provision	615		13		NM		1,659		452		NM
Total operating expenses	$	3,995	$	2,962	35	%	$	11,430	$	9,063	26	%

NM – Not meaningful

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

•Personnel expenses increased over the three and nine-month prior-year comparable periods primarily due to a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions. In addition, the increase over the nine-month prior-year comparable period was due to severance costs in the current period to realign our organizational structure.

•Marketing expenses increased over the three and nine-month prior-year comparable periods primarily due to higher spending for client marketing.

•Network and processing expenses increased over the three and nine-month prior-year comparable periods primarily due to continued technology and processing network investments to support growth and acquisitions.

•Professional fees increased over the three and nine-month prior-year comparable periods primarily due to higher legal fees.

•Depreciation and amortization expenses increased over the three and nine-month prior-year comparable periods primarily due to additional amortization and depreciation from our on-going investments and acquisitions.

•General and administrative expenses increased over the three and nine-month prior-year comparable periods primarily due to the absence of the release of the reserve on indirect taxes previously recognized in fiscal 2021, higher usage of travel related card benefits and higher indirect taxes, partially offset by a charitable contribution to the Visa Foundation in the prior year and favorable foreign currency fluctuations.

•Litigation provision increased over the three-month prior-year comparable period primarily due to higher accruals related to the U.S. covered litigation and uncovered litigation. Litigation provision increased over the nine-month prior-year comparable period primarily due to higher accruals related to the U.S. covered litigation, partially offset by lower accruals related to uncovered litigation. See 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,
	2025		2024		% Change(1)		2025		2024		% Change(1)
	(in millions, except percentages)
Interest expense	$	(39)	$	(196)	(80	%)	$	(379)	$	(465)	(19	%)
Investment income (expense) and other	195		247		(21	%)	504		763		(34	%)
Total non-operating income (expense)	$	156	$	51	208	%	$	125	$	298	(58	%)

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.

•Interest expense decreased over the three and nine-month prior-year comparable periods primarily due to higher interest benefit related to taxes and lower losses from derivatives, partially offset by higher interest expense related to the issuance of debt in the three months ended June 30, 2025.

•Investment income (expense) and other decreased over the three and nine-month prior-year comparable periods primarily due to lower interest income on our cash and investments. In addition, the decrease over the nine-month prior-year comparable period was due to higher 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,
	2025		2024		2025		2024
Effective income tax rate	17	%	19	%	17	%	18	%

The effective income tax rates for the three and nine-month prior-year comparable periods differ due to a change in the geographic mix of earnings as well as the following:

•For the three and nine months ended June 30, 2025, a $60 million net tax benefit due to the reassessment of uncertain tax positions as a result of new information obtained during a tax examination;

•For the nine months ended June 30, 2025, a $222 million tax benefit as a result of a tax position taken on certain expenses, partially offset by a $71 million tax expense related to the resolution of a tax matter; and

•For the nine months ended June 30, 2024, a $184 million tax benefit as a result of the conclusion of an audit.

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.

On July 4, 2025, U.S. tax legislation was enacted into law, including the allowance of accelerated tax deductions for qualified property and research expenditures, as well as changes in international provisions. The changes are applicable to Visa with effective dates ranging from January 2025 through fiscal 2027. We are in the process of evaluating the impact to our consolidated financial statements.

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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,
	2025		2024
	(in millions)
Total cash provided by (used in):
Operating activities	$	16,821	$	13,286
Investing activities	$	404	$	(2,510)
Financing activities	$	(12,963)	$	(13,564)

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 29, 2025

By:

/s/ Ryan McInerney

Name:

Ryan McInerney

Title:

Chief Executive Officer
(Principal Executive Officer)

Date:

July 29, 2025

By:

/s/ Chris Suh

Name:

Chris Suh

Title:

Chief Financial Officer

(Principal Financial Officer)

Date:

July 29, 2025

By:

/s/ Peter Andreski

Name:

Peter Andreski

Title:

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

VISA INC. - Quarter Report: 2025 June (Form 10-Q)

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