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): January 23, 2024

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
---	---
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 January 25, 2024, Visa Inc. (the "Company") issued an earnings release announcing financial results for the Company's fiscal first quarter ended December 31, 2023.

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

On January 25, 2024, the Company will host a conference call to discuss its fiscal first quarter ended December 31, 2023 financial results.

Item 8.01 Other Events.

On January 23, 2024, the Company’s board of directors declared a quarterly cash dividend in the amount of $0.520 per share of class A common stock (determined in the case of class B-1 and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis), payable on March 1, 2024, to all holders of record as of February 9, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>Number	Description
99.1	Earnings Release of Visa Inc., dated January 25, 2024
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:	January 25, 2024	By:	/s/ Chris Suh
			Chris Suh<br>Chief Financial Officer

Document

Visa Inc. Reports Fiscal First Quarter 2024 Results
San Francisco, CA, January 25, 2024 – Visa Inc. (NYSE: V)
•GAAP net income of $4.9B or $2.39 per share and non-GAAP net income of $4.9B or $2.41 per share
•Net revenues of $8.6B, an increase of 9% on a nominal and constant-dollar basis
•Payments volume growth and processed transaction growth were relatively stable and cross-border volume growth remained strong
•Share repurchases and dividends of $4.4B
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 Inc., commented on the results:

Net Revenues		9%
GAAP Net Income		17%	"Our 2024 fiscal year is off to a solid start. In our first quarter, net revenues grew 9% and GAAP EPS grew 20%, driven by relatively stable growth in overall payments volume and processed transactions, plus strong growth in cross-border volume. Consumer spending remained resilient. Looking ahead, we continue to see significant opportunity across consumer payments, new flows and value added services."
GAAP Earnings Per Share		20%
Non-GAAP Net Income(1)		8%
Non-GAAP Earnings Per Share(1)		11%
(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 First Quarter 2024 — Financial Highlights

GAAP net income in the fiscal first quarter was $4.9 billion or $2.39 per share, an increase of 17% and 20%, respectively, over prior year’s results. Current year’s results included $4 million of net gains from equity investments and $61 million from the amortization of acquired intangible assets and acquisition-related costs. Prior year’s results included a special item of $341 million for a litigation provision associated with the interchange multidistrict litigation ("MDL") case, $106 million of net losses from equity investments, and $66 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 $4.9 billion or $2.41 per share, increases of 8% and 11%, respectively, over prior year’s results (refer to Non-GAAP Financial Measures for further details). GAAP earnings per share growth was approximately 20% 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 10% on a constant-dollar basis. All references to earnings per share assume fully-diluted class A share count.
Net revenues in the fiscal first quarter were $8.6 billion, an increase of 9%, driven by the year-over-year growth in payments volume, cross-border volume and processed transactions. Net revenues increased 9% on a constant-dollar basis.
Payments volume for the three months ended September 30, 2023, on which fiscal first quarter service revenues are recognized, increased 9% over the prior year on a constant-dollar basis.
Payments volume for the three months ended December 31, 2023 increased 8% over the prior year on a constant-dollar basis.
Cross-border volume excluding transactions within Europe, which drives our international transaction revenues, increased 16% on a constant-dollar basis for the three months ended December 31, 2023. Total cross-border volume on a constant-dollar basis increased 16% in the quarter.
Total processed transactions, which represent transactions processed by Visa, for the three months ended December 31, 2023, were 57.5 billion, a 9% increase over the prior year.
Fiscal first quarter service revenues were $3.9 billion, an increase of 11% over the prior year, and are recognized based on payments volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenues rose 14% over the prior year to $4.4 billion. International transaction revenues grew 8% over the prior year to $3.0 billion. Other revenues of $692 million rose 18% over the prior year. Client incentives were $3.3 billion, up 20% over the prior year.
GAAP operating expenses were $2.7 billion for the fiscal first quarter, a 6% decrease over the prior year's results, primarily driven by a decrease in the litigation provision, somewhat offset by an increase in personnel expenses. GAAP operating expenses included the amortization of acquired intangible assets and acquisition-related costs in the current and prior year and the special item related to the litigation provision associated with the MDL case in the prior year. Excluding these operating expense items, non-GAAP operating expenses increased 7% over the prior year, primarily driven by an increase in personnel expenses.
GAAP non-operating income was $88 million for the fiscal first quarter, including $4 million of net equity investment gains. Excluding this item, non-GAAP non-operating income was $84 million.
GAAP effective income tax rate was 19.1% for the quarter ended December 31, 2023. Excluding the related tax impacts from the non-GAAP items noted above, the non-GAAP effective income tax rate was 19.0% for the quarter ended December 31, 2023.
Cash, cash equivalents and investment securities were $21.4 billion at December 31, 2023.
The weighted-average number of diluted shares of class A common stock outstanding was 2.05 billion for the quarter ended December 31, 2023.

Other Notable Items

On December 15, 2023, Visa announced it signed a definitive agreement to acquire a majority interest in Prosa, a leading payments processor in Mexico. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close during the second half of 2024.
On January 16, 2024, Visa announced it completed its acquisition of Pismo, a global cloud-native issuer processing and core banking platform. With the transaction complete, the combination of Visa and Pismo will provide clients with core banking and card-issuer processing capabilities across all product types via cloud-native APIs. Pismo’s platform will also enable Visa to provide support and connectivity for emerging payment schemes and RTP networks for financial institution clients.
On January 23, 2024, Visa’s common stockholders approved amendments to our certificate of incorporation authorizing Visa to implement the class B exchange offer program. The certificate of incorporation amendments automatically redenominate all shares of class B common stock as class B-1 common stock with no changes to the par value, conversion features, rights and privileges of the class B common stock.
During the three months ended December 31, 2023, Visa repurchased 14.0 million shares of class A common stock at an average cost of $239.45 per share for $3.4 billion. The Company had $26.4 billion of remaining authorized funds for share repurchases as of December 31, 2023.
On January 23, 2024, the board of directors declared a quarterly cash dividend of $0.520 per share of class A common stock (determined in the case of class B-1 and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis) payable on March 1, 2024, to all holders of record as of February 9, 2024.		Financial Outlook
---

| The earnings presentation contains the financial outlook for fiscal second quarter and fiscal full-year 2024. The presentation and other related materials are available on Visa’s Investor Relations website at investor.visa.com. | | --- || Fiscal First Quarter 2024 Earnings Results Call Details | | --- |

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, financial outlook, and the implementation of an exchange offer program that would have the effect of releasing transfer restrictions on portions of our class B common stock. 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 oversight and regulation of the global payments industry and our business; •impact of government-imposed obligations and/or restrictions on international payment systems; •impact of laws and regulations regarding the handling of personal data and information; •outcome of tax, litigation and governmental investigation matters, or changes in tax laws; •increasingly intense competition in the payments industry, including competition for our clients and merchants; •continued efforts to lower acceptance costs and challenge industry practices; •our ability to maintain relationships with our clients, acquirers, processors, merchants, payments facilitators, ecommerce platforms, fintechs and other third parties; •brand or reputational damage; •impact of global economic, political, market, health and social events or conditions, including the war in Ukraine and the sanctions and other measures being imposed in response; •our aspirations to address corporate responsibility and sustainability matters and considerations; •exposure to loss or illiquidity due to settlement guarantees; •proliferation and continuous evolution of new technologies and business models in the payments industry; •a disruption, failure, breach or cyber-attack of our networks or systems; •risks, uncertainties and the failure to achieve the anticipated benefits with respect to our acquisitions, joint ventures and other strategic investments; •the conversions of our class B 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 impact the market price of, our existing class A common stock; 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, 2023, 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 Inc.

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

Fiscal First Quarter 2024 — Financial Summary

INCOME STATEMENT SUMMARY
	Three Months Ended<br>December 31, 2023			YoY Change
	(in millions, except percentages and per share data)
GAAP
Revenues
Service revenues	$	3,915		11	%
Data processing revenues	4,356			14	%
International transaction revenues	3,019			8	%
Other revenues	692			18	%
Client incentives	(3,348)			20	%
Net revenues	$	8,634		9	%
Total operating expenses	$	2,680		(6	%)
Non-operating income (expense)	88			(178	%)
Effective income tax rate	19.1		%	3 ppt
Net income	$	4,890		17	%
Earnings per share	$	2.39		20	%
Non-GAAP(1)
Total operating expenses	$	2,619		7	%
Non-operating income (expense)	84			NM
Effective income tax rate	19.0		%	2 ppt
Net income	$	4,938		8	%
Earnings per share	$	2.41		11	%
(1) Refer to Non-GAAP Financial Measures for further details.
NM - Not Meaningful
KEY BUSINESS DRIVERS
	YoY Change
	Constant			Nominal
Payments volume	8%			9%
Cross-border volume excluding intra-Europe(2)	16%			18%
Cross-border volume total	16%			20%
Processed transactions	9%			9%
(2) Cross-border volume excluding transactions within Europe.
Visa Inc. Consolidated Balance Sheets (unaudited)
---			December 31,<br>2023		September 30,<br>2023
---	---	---	---	---
	(in millions, except per share data)
Assets
Cash and cash equivalents	$	13,591	$	16,286
Restricted cash equivalents—U.S. litigation escrow	1,616		1,764
Investment securities	5,005		3,842
Settlement receivable	2,525		2,183
Accounts receivable	2,506		2,291
Customer collateral	3,164		3,005
Current portion of client incentives	1,572		1,577
Prepaid expenses and other current assets	2,753		2,584
Total current assets	32,732		33,532
Investment securities	2,809		1,921
Client incentives	3,941		3,789
Property, equipment and technology, net	3,472		3,425
Goodwill	18,120		17,997
Intangible assets, net	26,739		26,104
Other assets	3,596		3,731
Total assets	$	91,409	$	90,499
Liabilities
Accounts payable	$	348	$	375
Settlement payable	3,724		3,269
Customer collateral	3,164		3,005
Accrued compensation and benefits	816		1,506
Client incentives	8,034		8,177
Accrued liabilities	5,077		5,015
Accrued litigation	1,471		1,751
Total current liabilities	22,634		23,098
Long-term debt	20,703		20,463
Deferred tax liabilities	5,275		5,114
Other liabilities	3,064		3,091
Total liabilities	51,676		51,766
Equity
Series A, Series B and Series C convertible participating preferred stock, $0.0001 par value: 25 shares authorized and 5 (Series A less than one, Series B 2, Series C 3) shares issued and outstanding as of December 31, 2023 and September 30, 2023	1,615		1,698
Class A, Class B and Class C common stock and additional paid-in capital, $0.0001 par value: 2,003,341 shares authorized (Class A 2,001,622, Class B 622, Class C 1,097); 1,836 (Class A 1,582, Class B 245, Class C 9) and 1,849 (Class A 1,594, Class B 245, Class C 10) shares issued and outstanding as of December 31, 2023 and September 30, 2023, respectively	20,490		20,452
Right to recover for covered losses	(139)		(140)
Accumulated income	18,422		18,040
Accumulated other comprehensive income (loss):
Investment securities	(18)		(64)
Defined benefit pension and other postretirement plans	(153)		(155)
Derivative instruments	(208)		(177)
Foreign currency translation adjustments	(276)		(921)
Total accumulated other comprehensive income (loss)	(655)		(1,317)
Total equity	39,733		38,733
Total liabilities and equity	$	91,409	$	90,499
Visa Inc. Consolidated Statements of Operations (unaudited)
---			Three Months Ended<br>December 31,
---	---	---	---
		2023		2022
		(in millions, except per share data)
Net revenues		$	8,634	$	7,936
Operating Expenses
Personnel		1,479		1,337
Marketing		293		332
Network and processing		181		178
Professional fees		131		109
Depreciation and amortization		247		227
General and administrative		340		322
Litigation provision		9		341
Total operating expenses		2,680		2,846
Operating income		5,954		5,090
Non-operating Income (Expense)
Interest expense		(187)		(137)
Investment income (expense) and other		275		24
Total non-operating income (expense)		88		(113)
Income before income taxes		6,042		4,977
Income tax provision		1,152		798
Net income		$	4,890	$	4,179
Basic Earnings Per Share
Class A common stock		$	2.39	$	1.99
Class B common stock		$	3.80	$	3.19
Class C common stock		$	9.58	$	7.96
Basic Weighted-average Shares Outstanding
Class A common stock		1,584		1,629
Class B common stock		245		245
Class C common stock		9		10
Diluted Earnings Per Share
Class A common stock		$	2.39	$	1.99
Class B common stock		$	3.80	$	3.19
Class C common stock		$	9.57	$	7.95
Diluted Weighted-average Shares Outstanding
Class A common stock		2,045		2,102
Class B common stock		245		245
Class C common stock		9		10
Visa Inc. Consolidated Statements of Cash Flows (unaudited)
---			Three Months Ended<br>December 31,
---	---	---	---	---
	2023		2022
	(in millions)
Operating Activities
Net income	$	4,890	$	4,179
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Client incentives	3,348		2,786
Share-based compensation	209		177
Depreciation and amortization	247		227
Deferred income taxes	59		(132)
VE territory covered losses incurred	(24)		(8)
(Gains) losses on equity investments, net	(4)		106
Other	11		(26)
Change in operating assets and liabilities:
Settlement receivable	(257)		(54)
Accounts receivable	(195)		(60)
Client incentives	(3,601)		(2,743)
Other assets	(204)		160
Accounts payable	(18)		(64)
Settlement payable	313		44
Accrued and other liabilities	(877)		(666)
Accrued litigation	(283)		245
Net cash provided by (used in) operating activities	3,614		4,171
Investing Activities
Purchases of property, equipment and technology	(267)		(249)
Investment securities:
Purchases	(2,743)		(1,995)
Proceeds from maturities and sales	1,137		1,310
Purchases of other investments	(11)		(20)
Settlement of derivative instruments	—		402
Other investing activities	(5)		42
Net cash provided by (used in) investing activities	(1,889)		(510)
Financing Activities
Repurchase of class A common stock	(3,580)		(3,115)
Repayments of debt	—		(2,250)
Dividends paid	(1,060)		(945)
Cash proceeds from issuance of class A common stock under equity plans	104		56
Restricted stock and performance-based shares settled in cash for taxes	(172)		(112)
Other financing activities	329		19
Net cash provided by (used in) financing activities	(4,379)		(6,347)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	300		692
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	(2,354)		(1,994)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	21,990		20,377
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	19,636	$	18,383
Supplemental Disclosure
Cash paid for income taxes, net	$	1,503	$	721
Interest payments on debt	$	213	$	244
Accruals related to purchases of property, equipment and technology	$	26	$	27
Visa Inc. Quarterly Results of Operations (unaudited)
---			Fiscal 2024 Quarter Ended		Fiscal 2023 Quarter Ended
---	---	---	---	---	---	---	---	---	---	---
	December 31, 2023		September 30,<br>2023		June 30,<br>2023		March 31,<br>2023		December 31,<br>2022
	(in millions)
Net revenues	$	8,634	$	8,609	$	8,123	$	7,985	$	7,936
Operating Expenses
Personnel	1,479		1,498		1,481		1,515		1,337
Marketing	293		403		297		309		332
Network and processing	181		197		182		179		178
Professional fees	131		173		133		130		109
Depreciation and amortization	247		247		235		234		227
General and administrative	340		412		314		282		322
Litigation provision	9		129		457		—		341
Total operating expenses	2,680		3,059		3,099		2,649		2,846
Operating income	5,954		5,550		5,024		5,336		5,090
Non-operating Income (Expense)
Interest expense	(187)		(183)		(182)		(142)		(137)
Investment income (expense) and other	275		269		304		84		24
Total non-operating income (expense)	88		86		122		(58)		(113)
Income before income taxes	6,042		5,636		5,146		5,278		4,977
Income tax provision	1,152		955		990		1,021		798
Net income	$	4,890	$	4,681	$	4,156	$	4,257	$	4,179
Visa Inc. Non-GAAP Financial Measures (unaudited)
---		We use non-GAAP financial measures of our performance, which excludes certain items that we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. 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 believe presenting these metrics provides investors and management with additional insight into our ongoing 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 developed technology, customer relationships and brands acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance.
•Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. These costs also include retention equity and deferred equity compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination. We have excluded these amounts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.
•Litigation provision. During the three months ended December 31, 2022, we recorded additional accruals to address claims associated with the interchange multidistrict litigation. Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class B common stock ultimately convert into shares of class A common stock.
Visa Inc. Non-GAAP Financial Measures (unaudited) - continued
---		Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes for, or considered in isolation from, measures calculated in accordance with U.S. GAAP. The following tables reconcile our as-reported financial measures, calculated in accordance with U.S. GAAP, to our respective non-GAAP financial measures:
---			Three Months Ended December 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---
	Operating<br>Expenses		Non-<br>operating<br>Income<br>(Expense)		Income<br><br>Tax<br><br>Provision(1)		Effective<br><br>Income<br><br>Tax Rate(2)		Net <br>Income		Diluted<br><br>Earnings Per Share(2)
	(in millions, except percentages and per share data)
As reported	$	2,680	$	88	$	1,152	19.1	%	$	4,890	$	2.39
(Gains) losses on equity investments, net	—		(4)		(1)				(3)		—
Amortization of acquired intangible assets	(40)		—		9				31		0.01
Acquisition-related costs	(21)		—		1				20		0.01
Non-GAAP	$	2,619	$	84	$	1,161	19.0	%	$	4,938	$	2.41		Three Months Ended December 31, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---
	Operating<br>Expenses		Non-<br>operating<br>Income<br>(Expense)		Income<br><br>Tax<br><br>Provision(1)		Effective<br><br>Income<br><br>Tax Rate(2)		Net <br>Income		Diluted<br><br>Earnings Per Share(2)
	(in millions, except percentages and per share data)
As reported	$	2,846	$	(113)	$	798	16.0	%	$	4,179	$	1.99
(Gains) losses on equity investments, net	—		106		24				82		0.04
Amortization of acquired intangible assets	(43)		—		9				34		0.02
Acquisition-related costs	(23)		—		2				21		0.01
Litigation provision	(341)		—		76				265		0.13
Non-GAAP	$	2,439	$	(7)	$	909	16.5	%	$	4,581	$	2.18	(1)Determined by applying applicable tax rates.
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(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.
11
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