8-K - V - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 29, 2025

VISA INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-33977	26-0267673
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)	P.O. Box 8999
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San Francisco,
California	94128-8999
(Address of Principal Executive Offices)	(Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	V	New York Stock Exchange
1.500% Senior Notes due 2026	V26	New York Stock Exchange
2.000% Senior Notes due 2029	V29	New York Stock Exchange
2.375% Senior Notes due 2034	V34	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 29, 2025, Visa Inc. (the "Company") issued an earnings release announcing financial results for the Company's fiscal second quarter ended March 31, 2025.

A copy of the earnings release is attached hereto as Exhibit 99.1. All information in the earnings release is furnished but not filed.

On April 29, 2025, the Company will host a conference call to discuss its fiscal second quarter ended March 31, 2025 financial results.

Item 8.01 Other Events.

On April 29, 2025, the Company’s board of directors declared a quarterly cash dividend in the amount of $0.590 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 June 2, 2025, to all holders of record as of May 13, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>Number	Description
99.1	Earnings Release of Visa Inc., dated April 29, 2025
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VISA INC.
Date:	April 29, 2025	By:	/s/ Chris Suh
			Chris Suh<br><br>Chief Financial Officer

Document

Visa Reports Fiscal Second Quarter 2025 Results
San Francisco, CA, April 29, 2025 – Visa (NYSE: V)
•GAAP net income of $4.6B or $2.32 per share and non-GAAP net income of $5.4B or $2.76 per share
•Net revenue of $9.6B, an increase of 9%, or 11% on a constant-dollar basis
•Growth in payments volume, cross-border volume and processed transactions was strong
•Share repurchases and dividends of $5.6B
•The board of directors authorized a new $30.0B multi-year share repurchase program
Income Statement Summary
---	---	---	---	---
In billions, except percentages and per share data. <br>% change is calculated over the comparable prior-year period.				Ryan McInerney, Chief Executive Officer, Visa, commented on the results:

Net Revenue		9%	"Visa’s strong 9% fiscal second quarter net revenue growth was driven by healthy trends in payments volume, cross-border volume and processed transactions. Consumer spending remained resilient, even with macroeconomic uncertainty. Our strategy across consumer payments, commercial and money movement solutions and value-added services, our diversified business model, and our focus on innovation position us well for the rest of the fiscal year and beyond."
GAAP Net Income		(2%)
GAAP Earnings Per Share		1%
Non-GAAP Net Income(1)		6%
Non-GAAP Earnings Per Share(1)		10%
(1) Refer to Non-GAAP Financial Measures for further details and a reconciliation of the GAAP to non-GAAP measures presented.
Key Business Drivers
YoY increase / (decrease), volume in constant dollars
Payments Volume
Cross-Border Volume Excluding Intra-Europe(2)
Cross-Border Volume Total
Processed Transactions
(2) Cross-border volume excluding transactions within Europe.

All values are in US Dollars.

Fiscal Second Quarter 2025 — Financial Highlights

GAAP net income in the fiscal second quarter was $4.6 billion or $2.32 per share, a decrease of 2% and an increase of 1%, respectively, over prior year’s results. Current year's results included a special item of $992 million for a litigation provision associated with the interchange multidistrict litigation ("MDL") case. Current year's results also included $23 million of net losses from equity investments and $96 million from the amortization of acquired intangible assets and acquisition-related costs. Prior year’s results included special items of $424 million for a litigation provision associated with the MDL case and other legal matters and $57 million for lease consolidation costs. Prior year’s results also included $30 million of net losses from equity investments and $69 million from the amortization of acquired intangible assets and acquisition-related costs. Excluding these items and related tax impacts, non-GAAP net income for the quarter was $5.4 billion or $2.76 per share, increases of 6% and 10%, respectively, over prior year’s results (refer to Non-GAAP Financial Measures for further details). GAAP earnings per share growth was approximately 3% on a constant-dollar basis, which excludes the impact of foreign currency fluctuations against the U.S. dollar. Non-GAAP earnings per share growth was approximately 11% on a constant-dollar basis. All references to earnings per share assume fully diluted class A share count.
Net revenue in the fiscal second quarter was $9.6 billion, an increase of 9%, driven by the year-over-year growth in payments volume, cross-border volume and processed transactions. Net revenue increased 11% on a constant-dollar basis.
Payments volume for the three months ended December 31, 2024, on which fiscal second quarter service revenue is recognized, increased 9% over the prior year on a constant-dollar basis.
Payments volume for the three months ended March 31, 2025 increased 8% over the prior year on a constant-dollar basis.
Cross-border volume excluding transactions within Europe, which drives our international transaction revenue, increased 13% on a constant-dollar basis for the three months ended March 31, 2025. Total cross-border volume on a constant-dollar basis increased 13% in the quarter.
Total processed transactions, which represent transactions processed by Visa, for the three months ended March 31, 2025, were 60.7 billion, a 9% increase over the prior year.
Fiscal second quarter service revenue was $4.4 billion, an increase of 9% over the prior year, and is recognized based on payments volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenue rose 10% over the prior year to $4.7 billion. International transaction revenue grew 10% over the prior year to $3.3 billion. Other revenue of $937 million rose 24% over the prior year. Client incentives were $3.7 billion, up 15% over the prior year.
GAAP operating expenses were $4.2 billion for the fiscal second quarter, a 22% increase over the prior year's results, primarily driven by an increase in the litigation provision. GAAP operating expenses included the special items as well as the amortization of acquired intangible assets and acquisition-related costs in the current and prior year. Excluding these items, non-GAAP operating expenses increased 7% over the prior year, primarily driven by increases in personnel, marketing and depreciation and amortization expenses.
GAAP non-operating income was $3 million for the fiscal second quarter, including $23 million of net equity investment losses. Excluding this item, non-GAAP non-operating income was $26 million.
GAAP effective income tax rate was 15.8% for the quarter ended March 31, 2025. Excluding the related tax impacts from the non-GAAP items noted above, the non-GAAP effective income tax rate was 16.9% for the quarter ended March 31, 2025.
Cash, cash equivalents and investment securities were $15.2 billion at March 31, 2025.
The weighted-average number of diluted shares of class A common stock outstanding was 1.97 billion for the quarter ended March 31, 2025.

Other Notable Items

On March 27, 2025, Visa deposited $375 million into its litigation escrow account, which was previously established<br><br>under the Company’s U.S. retrospective responsibility plan to insulate the Company and class A common stockholders<br><br>from financial liability for certain litigation cases. This deposit has the same economic effect on earnings per share as<br><br>repurchasing the Company's class A common stock as it reduces each of the as-converted class B-1 common stock and<br><br>class B-2 common stock share counts at a volume weighted average price of $346.79.
During the three months ended March 31, 2025, Visa repurchased approximately 13 million shares of class A common stock at an average cost of $340.26 per share for $4.5 billion. The Company had $4.7 billion of remaining authorized funds for share repurchases as of March 31, 2025.
In April, the board of directors authorized a new $30.0 billion multi-year class A common stock share repurchase<br><br>program. The board of directors also declared a quarterly cash dividend of $0.590 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 June 2, 2025, to all holders of record as of May 13, 2025.		Fiscal Second Quarter 2025 Earnings Results Call Details
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Visa’s executive management team will host a live audio webcast beginning at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) today to discuss the financial results and business highlights. All interested parties are invited to listen to the live webcast at investor.visa.com. A replay of the webcast will be available on the Visa Investor Relations website for 30 days. Investor information, including supplemental financial information and operational performance data, is available on the Visa Investor Relations website at investor.visa.com.

Forward-Looking Statements

Our earnings release and related materials contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, our future operations, prospects, developments, strategies, business growth, anticipated timing and benefits of our acquisitions, and financial outlook. Forward-looking statements generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “outlook,” “could,” “should,” “will,” “continue” and other similar expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to predict. Actual results could differ materially from those expressed in, or implied by, our forward-looking statements due to a variety of factors, including, but not limited to: •impact of complex and evolving global regulations; •increased scrutiny and regulation of the global payments industry; •impact of government-imposed obligations and/or restrictions on international payments systems; •impact of laws and regulations regarding the handling of personal data, including privacy, cybersecurity and AI; •impact of tax examinations or disputes, or changes in tax laws; •outcome of litigation or investigations; •intense competition in our industry; •dependence on our client and merchant base, which may be costly to win, retain and develop; •continued push to lower acceptance costs and challenge industry practices; •dependence on relationships with financial institutions, acquirers, processors, merchants, payment facilitators, ecommerce platforms, fintechs and other third parties; •our inability to maintain and enhance our brand; •impact of global economic, political, market, health and social events or conditions; •our aspirations to address corporate responsibility and sustainability matters and considerations; •exposure to significant risk of loss or reduction of liquidity due to our indemnification obligation to fund settlement losses of our clients; •failure to anticipate, adapt to, or keep pace with, new technologies in the payments industry; •a disruption, failure or breach of our networks or systems, including as a result of cyber incidents or attacks; •risks, uncertainties and the failure to achieve the anticipated benefits of our acquisitions, joint ventures or strategic investments; •the conversions of our class B-1, B-2 and class C common stock or series A, B and C preferred stock into shares of class A common stock would result in voting dilution to, and could adversely impact the market price of, our existing class A common stock; •differing interests between holders of our class B-1, B-2 and C common stock and series A, B and C preferred stock compared to our class A common stock concerning certain significant transactions; and •other factors described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended September 30, 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.

About Visa

| Visa (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, merchants, financial institutions and government entities across more than 200 countries and territories. Our mission is to connect the world through the most innovative, convenient, reliable and secure payments network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational to the future of money movement. Learn more at Visa.com. | | --- || Contacts | Investor Relations Jennifer Como, 650-432-7644 InvestorRelations@visa.com | Media Relations Fletcher Cook, 650-432-2990 Press@visa.com | | --- | --- | --- |

Fiscal Second Quarter 2025 — Financial Summary

INCOME STATEMENT SUMMARY
	Three Months Ended<br>March 31, 2025			YoY Change
	(in millions, except percentages and per share data)
GAAP
Revenue
Service revenue	$	4,399		9	%
Data processing revenue	4,701			10	%
International transaction revenue	3,291			10	%
Other revenue	937			24	%
Client incentives	(3,734)			15	%
Net revenue	$	9,594		9	%
Total operating expenses	4,159			22	%
Non-operating income (expense)	3			(98	%)
Effective income tax rate	15.8		%	0 ppt
Net income	$	4,577		(2	%)
Earnings per share	$	2.32		1	%
Non-GAAP(1)
Total operating expenses	$	3,071		7	%
Non-operating income (expense)	26			(86	%)
Effective income tax rate	16.9		%	1 ppt
Net income	$	5,442		6	%
Earnings per share	$	2.76		10	%
(1) Refer to Non-GAAP Financial Measures for further details.
NM - Not Meaningful
KEY BUSINESS DRIVERS
	YoY Change
	Constant			Nominal
Payments volume	8%			5%
Cross-border volume excluding intra-Europe(2)	13%			10%
Cross-border volume total	13%			10%
Processed transactions	9%			9%
(2) Cross-border volume excluding transactions within Europe.
Visa Consolidated Balance Sheets (unaudited)
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		September 30,<br>2024
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Assets
Cash and cash equivalents	11,734	$	11,975
Restricted cash equivalents—U.S. litigation escrow		3,089
Investment securities		3,200
Settlement receivable		4,454
Accounts receivable		2,561
Customer collateral		3,524
Current portion of client incentives		1,918
Prepaid expenses and other current assets		3,312
Total current assets		34,033
Investment securities		2,545
Client incentives		4,628
Property, equipment and technology, net		3,824
Goodwill		18,941
Intangible assets, net		26,889
Other assets		3,651
Total assets	92,853	$	94,511
Liabilities
Accounts payable	421	$	479
Settlement payable		5,265
Customer collateral		3,524
Accrued compensation and benefits		1,538
Client incentives		9,075
Accrued liabilities		4,909
Current maturities of debt		—
Accrued litigation		1,727
Total current liabilities		26,517
Long-term debt		20,836
Deferred tax liabilities		5,301
Other liabilities		2,720
Total liabilities		55,374
Equity
Preferred stock, 0.0001 par value, 5 shares issued and outstanding as of March 31, 2025 and September 30, 2024		1,031
Common stock, 0.0001 par value:
Class A common stock, 1,715 and 1,733 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively		—
Class B-1 and B-2 total common stock, 125 shares issued and outstanding as of March 31, 2025 and September 30, 2024		—
Class C common stock, 9 and 10 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively		—
Right to recover for covered losses		(104)
Additional paid-in capital		21,229
Accumulated income		17,289
Accumulated other comprehensive income (loss):
Investment securities		30
Defined benefit pension and other postretirement plans		(16)
Derivative instruments		(213)
Foreign currency translation adjustments		(109)
Total accumulated other comprehensive income (loss)		(308)
Total equity		39,137
Total liabilities and equity	92,853	$	94,511

All values are in US Dollars.

| Visa Consolidated Statements of Operations (unaudited) | | --- || | Three Months Ended March 31, | | | | Six Months Ended March 31, | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2025 | | 2024 | | 2025 | | 2024 | | | | (in millions, except per share data) | | | | | | | | | Net revenue | $ | 9,594 | $ | 8,775 | $ | 19,104 | $ | 17,409 | | Operating Expenses | | | | | | | | | | Personnel | 1,657 | | 1,603 | | 3,470 | | 3,082 | | | Marketing | 381 | | 338 | | 687 | | 631 | | | Network and processing | 224 | | 189 | | 431 | | 370 | | | Professional fees | 173 | | 160 | | 316 | | 291 | | | Depreciation and amortization | 305 | | 249 | | 587 | | 496 | | | General and administrative | 419 | | 452 | | 900 | | 792 | | | Litigation provision | 1,000 | | 430 | | 1,044 | | 439 | | | Total operating expenses | 4,159 | | 3,421 | | 7,435 | | 6,101 | | | Operating income | 5,435 | | 5,354 | | 11,669 | | 11,308 | | | Non-operating Income (Expense) | | | | | | | | | | Interest expense | (158) | | (82) | | (340) | | (269) | | | Investment income (expense) and other | 161 | | 241 | | 309 | | 516 | | | Total non-operating income (expense) | 3 | | 159 | | (31) | | 247 | | | Income before income taxes | 5,438 | | 5,513 | | 11,638 | | 11,555 | | | Income tax provision | 861 | | 850 | | 1,942 | | 2,002 | | | Net income | $ | 4,577 | $ | 4,663 | $ | 9,696 | $ | 9,553 | | Basic Earnings Per Share | | | | | | | | | | Class A common stock | $ | 2.32 | $ | 2.29 | $ | 4.90 | $ | 4.68 | | Class B-1 common stock | $ | 3.63 | $ | 3.63 | $ | 7.68 | $ | 7.44 | | Class B-2 common stock(1) | $ | 3.58 | $ | — | $ | 7.57 | $ | — | | Class C common stock | $ | 9.29 | $ | 9.16 | $ | 19.62 | $ | 18.73 | | Basic Weighted-average Shares Outstanding | | | | | | | | | | Class A common stock | 1,721 | | 1,579 | | 1,725 | | 1,582 | | | Class B-1 common stock | 5 | | 245 | | 5 | | 245 | | | Class B-2 common stock(1) | 120 | | — | | 120 | | — | | | Class C common stock | 9 | | 9 | | 9 | | 9 | | | Diluted Earnings Per Share | | | | | | | | | | Class A common stock | $ | 2.32 | $ | 2.29 | $ | 4.90 | $ | 4.68 | | Class B-1 common stock | $ | 3.63 | $ | 3.63 | $ | 7.67 | $ | 7.43 | | Class B-2 common stock(1) | $ | 3.58 | $ | — | $ | 7.56 | $ | — | | Class C common stock | $ | 9.27 | $ | 9.15 | $ | 19.59 | $ | 18.71 | | Diluted Weighted-average Shares Outstanding | | | | | | | | | | Class A common stock | 1,974 | | 2,039 | | 1,979 | | 2,042 | | | Class B-1 common stock | 5 | | 245 | | 5 | | 245 | | | Class B-2 common stock(1) | 120 | | — | | 120 | | — | | | Class C common stock | 9 | | 9 | | 9 | | 9 | | | (1) No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer in May 2024. | | | | | | | | | | Visa Consolidated Statements of Cash Flows (unaudited) | | --- | | | | | | | --- | --- | --- | --- | | | | 2024 | | | | | | | | Operating Activities | | | | | Net income | 9,696 | $ | 9,553 | | Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | Client incentives | | 6,605 | | | Share-based compensation | | 451 | | | Depreciation and amortization | | 496 | | | Deferred income taxes | | (68) | | | VE territory covered losses | | (60) | | | (Gains) losses on equity investments, net | | 26 | | | Other | | 58 | | | Change in operating assets and liabilities: | | | | | Settlement receivable | | (1,335) | | | Accounts receivable | | 34 | | | Client incentives | | (7,088) | | | Other assets | | (258) | | | Accounts payable | | (25) | | | Settlement payable | | 1,143 | | | Accrued and other liabilities | | (1,479) | | | Accrued litigation | | 99 | | | Net cash provided by (used in) operating activities | | 8,152 | | | Investing Activities | | | | | Purchases of property, equipment and technology | | (548) | | | Purchases of investment securities | | (3,686) | | | Proceeds from maturities and sales of investment securities | | 2,145 | | | Acquisitions, net of cash and restricted cash acquired | | (915) | | | Purchases of other investments | | (14) | | | Other investing activities | | (47) | | | Net cash provided by (used in) investing activities | | (3,065) | | | Financing Activities | | | | | Repurchases of class A common stock | | (6,338) | | | Dividends paid | | (2,120) | | | Proceeds from stock issued under equity plans | | 183 | | | Taxes paid related to stock issued under equity plans | | (181) | | | Other financing activities | | 203 | | | Net cash provided by (used in) financing activities | | (8,253) | | | Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | | 124 | | | Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | | (3,042) | | | Cash, cash equivalents, restricted cash and restricted cash equivalents as of beginning of period | | 21,990 | | | Cash, cash equivalents, restricted cash and restricted cash equivalents as of end of period | 19,136 | $ | 18,948 | | Supplemental Disclosure | | | | | Cash paid for income taxes, net(1) | 3,055 | $ | 3,658 | | Interest payments on debt | 261 | $ | 261 | | Accruals related to purchases of property, equipment and technology | 60 | $ | 99 | | (1) For the six months ended March 31, 2025, the amount includes 1.3 billion of cash paid for federal transferable tax credits. | | | |

All values are in US Dollars.

| Visa Quarterly Results of Operations (unaudited) | | --- || | Fiscal 2025 Quarter Ended | | | | Fiscal 2024 Quarter Ended | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | March 31, 2025 | | December 31, 2024 | | September 30, 2024 | | June 30, 2024 | | March 31, 2024 | | | | (in millions) | | | | | | | | | | | Net revenue | $ | 9,594 | $ | 9,510 | $ | 9,617 | $ | 8,900 | $ | 8,775 | | Operating Expenses | | | | | | | | | | | | Personnel | 1,657 | | 1,813 | | 1,609 | | 1,573 | | 1,603 | | | Marketing | 381 | | 306 | | 551 | | 378 | | 338 | | | Network and processing | 224 | | 207 | | 208 | | 200 | | 189 | | | Professional fees | 173 | | 143 | | 192 | | 152 | | 160 | | | Depreciation and amortization | 305 | | 282 | | 274 | | 264 | | 249 | | | General and administrative | 419 | | 481 | | 424 | | 382 | | 452 | | | Litigation provision | 1,000 | | 44 | | 10 | | 13 | | 430 | | | Total operating expenses | 4,159 | | 3,276 | | 3,268 | | 2,962 | | 3,421 | | | Operating income | 5,435 | | 6,234 | | 6,349 | | 5,938 | | 5,354 | | | Non-operating Income (Expense) | | | | | | | | | | | | Interest expense | (158) | | (182) | | (176) | | (196) | | (82) | | | Investment income (expense) and other | 161 | | 148 | | 199 | | 247 | | 241 | | | Total non-operating income (expense) | 3 | | (34) | | 23 | | 51 | | 159 | | | Income before income taxes | 5,438 | | 6,200 | | 6,372 | | 5,989 | | 5,513 | | | Income tax provision | 861 | | 1,081 | | 1,054 | | 1,117 | | 850 | | | Net income | $ | 4,577 | $ | 5,119 | $ | 5,318 | $ | 4,872 | $ | 4,663 | | Visa Non-GAAP Financial Measures (unaudited) | | --- || 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. Constant-dollar financial measures are calculated by using a fixed current year U.S. dollar/foreign currency exchange rate for each local currency for the current and prior year periods, which eliminates the impact of foreign currency transactions in measuring financial performance. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance. Non-GAAP financial measures should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with GAAP. | | --- | | We exclude the following from our GAAP financial results to arrive at our non-GAAP financial results: | | •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 six months ended March 31, 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 six months ended March 31, 2025, and three and six months ended March 31, 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 six months ended March 31, 2025 and 2024, we have excluded these amounts to facilitate a comparison to our past operating performance. | | Visa Non-GAAP Financial Measures (unaudited) - continued | | --- || 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 March 31, 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) | | | | | | | | | | | | | As reported | $ | 4,159 | $ | 3 | $ | 861 | 15.8 | % | $ | 4,577 | $ | 2.32 | | (Gains) losses on equity investments, net | — | | 23 | | 5 | | | | 18 | | 0.01 | | | Amortization of acquired intangible assets | (64) | | — | | 16 | | | | 48 | | 0.02 | | | Acquisition-related costs | (32) | | — | | 3 | | | | 29 | | 0.02 | | | Litigation provision | (992) | | — | | 222 | | | | 770 | | 0.39 | | | Non-GAAP | $ | 3,071 | $ | 26 | $ | 1,107 | 16.9 | % | $ | 5,442 | $ | 2.76 || | Six Months Ended March 31, 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) | | | | | | | | | | | | | As reported | $ | 7,435 | $ | (31) | $ | 1,942 | 16.7 | % | $ | 9,696 | $ | 4.90 | | (Gains) losses on equity investments, net | — | | 98 | | 22 | | | | 76 | | 0.04 | | | Amortization of acquired intangible assets | (110) | | — | | 27 | | | | 83 | | 0.04 | | | Acquisition-related costs | (66) | | — | | 5 | | | | 61 | | 0.03 | | | Severance costs | (213) | | — | | 45 | | | | 168 | | 0.08 | | | Lease consolidation costs | (39) | | — | | 9 | | | | 30 | | 0.02 | | | Litigation provision | (1,019) | | — | | 228 | | | | 791 | | 0.40 | | | Non-GAAP | $ | 5,988 | $ | 67 | $ | 2,278 | 17.3 | % | $ | 10,905 | $ | 5.51 || | Three Months Ended March 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 | $ | 3,421 | $ | 159 | $ | 850 | 15.4 | % | $ | 4,663 | $ | 2.29 | | (Gains) losses on equity investments, net | — | | 30 | | 7 | | | | 23 | | 0.01 | | | Amortization of acquired intangible assets | (43) | | — | | 10 | | | | 33 | | 0.02 | | | Acquisition-related costs | (26) | | — | | 1 | | | | 25 | | 0.01 | | | Litigation provision | (424) | | — | | 95 | | | | 329 | | 0.16 | | | Lease consolidation costs | (57) | | — | | 13 | | | | 44 | | 0.02 | | | Non-GAAP | $ | 2,871 | $ | 189 | $ | 976 | 16.0 | % | $ | 5,117 | $ | 2.51 | | Visa Non-GAAP Financial Measures (unaudited) - continued | | --- | | | Six Months Ended March 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 | $ | 6,101 | $ | 247 | $ | 2,002 | 17.3 | % | $ | 9,553 | $ | 4.68 | | (Gains) losses on equity investments, net | — | | 26 | | 6 | | | | 20 | | 0.01 | | | Amortization of acquired intangible assets | (83) | | — | | 19 | | | | 64 | | 0.03 | | | Acquisition-related costs | (47) | | — | | 2 | | | | 45 | | 0.02 | | | Litigation provision | (424) | | — | | 95 | | | | 329 | | 0.16 | | | Lease consolidation costs | (57) | | — | | 13 | | | | 44 | | 0.02 | | | Non-GAAP | $ | 5,490 | $ | 273 | $ | 2,137 | 17.5 | % | $ | 10,055 | $ | 4.92 | | (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. | | 12 | | --- |