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): July 23, 2021

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:

Class A common stock, par value $0.0001 per share	V	New York Stock Exchange
(Title of each Class)	(Trading Symbol)	(Name of each exchange on which registered)

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 July 27, 2021, Visa Inc. (the "Company") issued an earnings release announcing financial results for the Company's fiscal third quarter ended June 30, 2021.

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 July 27, 2021, the Company will host a conference call to discuss its fiscal third quarter ended June 30, 2021 financial results.

Item 8.01 Other Events.

On July 23, 2021, the Company’s board of directors declared a quarterly cash dividend in the aggregate amount of $0.32 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis), payable on September 1, 2021, to all holders of record as of August 13, 2021.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>Number	Description
99.1	Earnings Release of Visa Inc., dated July 27, 2021
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:	July 27, 2021	By:	/s/ Vasant M. Prabhu
			Vasant M. Prabhu<br>Vice Chairman and Chief Financial Officer

Document

Visa Inc. Reports Fiscal Third Quarter 2021 Results
San Francisco, CA, July 27, 2021 – Visa Inc. (NYSE: V)<br><br><br><br>•GAAP net income of $2.6B or $1.18 per share and non-GAAP net income of $3.3B or $1.49 per share<br><br>•Net revenues of $6.1B, an increase of 27%. Net revenues growth would have been 39% if service revenues were recognized on current quarter's payments volume<br><br>•Our key business driver growth rates increased significantly from the COVID-19 impacted levels in 2020, making year-over-year comparisons difficult to interpret<br><br>•Indexed to 2019, fiscal third quarter payments volume, cross-border volume and processed transactions all accelerated from the fiscal second quarter<br><br>•Returned $2.9B of capital to shareholders in the form of share repurchases and dividends
Income Statement Summary
---	---	---	---	---
In billions, except percentages and per share data. % change is calculated over the comparable prior-year period.				Alfred F. Kelly, Jr., Chairman and Chief Executive Officer, Visa Inc., commented on the results:

Net Revenues		27%
GAAP Net Income		9%	"Visa delivered another strong<br><br>quarter as many key economies are<br><br>well into a reopening-driven recovery. This was best demonstrated by credit<br><br>and face-to-face spending bouncing<br><br>back while debit and eCommerce<br><br>volumes remained robust from<br><br>accelerated cash digitization sparked<br><br>by the pandemic. Additionally, cross-<br><br>border travel spending improved as<br><br>vaccination rates rose and more<br><br>borders opened. Visa grew net<br><br>revenues 27% and non-GAAP EPS<br><br>41% while continuing to make<br><br>investments in strategies that will<br><br>drive future growth."
GAAP Earnings Per Share		10%
Non-GAAP Net Income(1)		39%
Non-GAAP Earnings Per Share(1)		41%
(1) Non-GAAP results exclude a special item, equity investment gains and losses, amortization of acquired intangible assets, non-recurring acquisition-related costs and the related tax impacts.
Key Business Drivers
YoY increase / (decrease), volume in constant dollars
Payments Volume
Cross-Border Volume Excluding Intra-Europe(1)
Cross-Border Volume Total
Processed Transactions
(1) Cross-border volume excluding transactions within Europe.

All values are in US Dollars.

Fiscal Third Quarter 2021 — Financial Highlights

GAAP net income in the fiscal third quarter was $2.6 billion or $1.18 per share, an increase of 9% and 10%, respectively, over prior year’s results. Current year’s results included a $1.0 billion tax charge pertaining to a special item for remeasurement of deferred tax balances, $439 million of net gains from equity investments and $18 million from the amortization of acquired intangible assets and non-recurring acquisition-related costs. Prior year’s results included $51 million of net gains from equity investments and $17 million from the amortization of acquired intangible assets and non-recurring acquisition-related costs. Excluding these items and related tax impacts, non-GAAP net income for the quarter was $3.3 billion or $1.49 per share, increases of 39% and 41%, respectively, over prior year’s results (refer to the accompanying financial tables for further details and a reconciliation of the non-GAAP measures presented). Non-GAAP earnings per share growth was approximately 39% on a constant-dollar basis. All references to earnings per share assume fully-diluted class A share count. Net revenues in the fiscal third quarter were $6.1 billion, an increase of 27%, driven by the year-over-year growth in payments volume, cross-border volume and processed transactions. Net revenues increased approximately 26% on a constant-dollar basis. Had we recognized service revenues on current quarter's payments volume and other revenue components remained unchanged, net revenues would have increased 39%. Payments volume for the three months ended March 31, 2021, on which fiscal third quarter service revenue is recognized, increased 11% over the prior year on a constant-dollar basis. Payments volume for the three months ended June 30, 2021, increased 34% over the prior year on a constant-dollar basis. Cross-border volume excluding transactions within Europe, which drive our international transaction revenues, increased 53% on a constant-dollar basis for the three months ended June 30, 2021. Total cross-border volume on a constant-dollar basis increased 47% in the quarter. Total processed transactions, which represent transactions processed by Visa, for the three months ended June 30, 2021, were 42.6 billion, a 39% increase over the prior year, led by domestic transactions. Fiscal third quarter service revenues were $2.8 billion, an increase of 17% 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 32% over the prior year to $3.3 billion. International transaction revenues grew 54% over the prior year to $1.7 billion. Other revenues of $409 million rose 31% over the prior year. Client incentives, a contra-revenue item, were $2.1 billion and represented 25.8% of gross revenues. GAAP operating expenses were $2.1 billion for the fiscal third quarter, a 12% increase over the prior year's results, including the amortization of acquired intangible assets and non-recurring acquisition-related costs in the current and prior year. Excluding these operating expense items, non-GAAP operating expenses increased 12% over the prior year, primarily driven by an increase in personnel and marketing expenses. GAAP non-operating income was $325 million for the fiscal third quarter, including $439 million of net equity investment gains. Excluding this item, non-GAAP non-operating expense was $114 million. GAAP effective income tax rate was 41.3% for the quarter ended June 30, 2021, including the special item and the tax impacts from the net equity investment gains, amortization of acquired intangible assets and non-recurring acquisition-related costs. Excluding these items, the non-GAAP effective income tax rate was 17.9% for the quarter ended June 30, 2021. Cash, cash equivalents and investment securities were $20.4 billion at June 30, 2021. The weighted-average number of diluted shares of class A common stock outstanding was 2.18 billion for the quarter ended June 30, 2021.

Other Notable Items

On June 24, 2021, Visa announced it signed a definitive agreement to acquire Tink, a European open banking platform that enables financial institutions, fintechs and merchants to build tailored financial management tools, products and services for European consumers and businesses based on their financial data. The transaction is subject to regulatory approvals and other customary closing conditions. On July 22, 2021, Visa announced it signed a definitive agreement to acquire Currencycloud, a global platform that enables banks and fintechs to provide innovative foreign exchange solutions for cross-border payments. The transaction is subject to regulatory approvals and other customary closing conditions. During the three months ended June 30, 2021, Visa repurchased 9.5 million shares of class A common stock at an average price of $227.83 per share for $2.2 billion. In the nine months ended June 30, 2021, Visa repurchased a total of 26.5 million shares of class A common stock, at an average price of $213.38 per share, using $5.7 billion of cash on hand. The Company had $7.7 billion of remaining authorized funds for share repurchase as of June 30, 2021. On July 23, 2021, the board of directors declared a quarterly cash dividend of $0.32 per share of class A common stock (determined in the case of class B and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis) payable on September 1, 2021, to all holders of record as of August 13, 2021.

Financial Outlook for Fiscal Full-Year 2021

Given the continuing impact of COVID-19 and the significant uncertainty in the global economy, it is difficult to reasonably estimate the Company's annual results; therefore we are not providing a fiscal full-year 2021 outlook at this time.

Fiscal Third Quarter 2021 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 http://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, is available on Visa Inc.’s Investor Relations website at http://investor.visa.com.

Forward-Looking Statements

This press release 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 underlying business drivers and other volume and transaction trends as a result of COVID-19, our future operations, prospects, developments, strategies, business growth and anticipated timing and benefits of our acquisitions. Forward-looking statements generally are identified by words such as “anticipates,” “estimates,” “expects,” “intends,” “may,” “projects,” “outlook,” “could,” “should,” “will,” “continue” and other similar expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to predict. Actual results could differ materially from those expressed in, or implied by, our forward-looking statements due to a variety of factors, including, but not limited to: •impact of global economic, political, market, health and social events or conditions, including the impact of COVID-19, the measures taken in response, as well as the speed and strength of an economic recovery; •increased oversight and regulation of the global payments industry and our business; •impact of government-imposed obligations and/or restrictions on international payment systems; •outcome of tax, litigation and governmental investigation matters; •increasingly intense competition in the payments industry, including competition for our clients and merchants; •proliferation and continuous evolution of new technologies and business models; •our ability to maintain relationships with our clients, acquirers, processors, merchants and other third parties; •brand or reputational damage; •exposure to loss or illiquidity due to settlement guarantees; •the impact of the United Kingdom’s withdrawal from the European Union; •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 and other strategic investments; and •other factors described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended September 30, 2020, and our subsequent reports on Forms 10-Q and 8-K. Except as required by law, we do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.

About Visa Inc.

| Visa Inc. (NYSE: V) is the world’s leader in digital payments. Our mission is to connect the world through the most innovative, reliable and secure payment network – enabling individuals, businesses and economies to thrive. Our advanced global processing network, VisaNet, provides secure and reliable payments around the world, and is capable of handling more than 65,000 transaction messages a second. Our relentless focus on innovation is a catalyst for the rapid growth of digital commerce on any device for everyone, everywhere. As the world moves from analog to digital, Visa is applying our brand, products, people, network and scale to reshape the future of commerce. For more information, visit usa.visa.com/about-visa.html, usa.visa.com/visa-everywhere/blog.html and @VisaNews. | | --- || Contacts | Investor Relations Mike Milotich or Jennifer Como, 650-432-7644 InvestorRelations@visa.com | Media Relations Andy Gerlt, 650-432-2990 Press@visa.com | | --- | --- | --- |

Fiscal Third Quarter 2021 — Financial Summary

Q3 FISCAL 2021 INCOME STATEMENT SUMMARY
(in millions, except percentages and per share data)		Three Months Ended<br>June 30, 2021								YoY Change
	GAAP				Non-GAAP				GAAP			Non-GAAP
Revenues
Service revenues		$	2,828			$	2,828			17	%		17	%
Data processing revenues		3,327				3,327				32	%		32	%
International transaction revenues		1,696				1,696				54	%		54	%
Other revenues		409				409				31	%		31	%
Client incentives		(2,130)				(2,130)				41	%		41	%
Net revenues		6,130				6,130				27	%		27	%
Operating Expenses
Personnel		1,098				1,094				17	%		17	%
Marketing		268				268				54	%		54	%
Network and processing		186				185				8	%		9	%
Professional fees		108				108				13	%		13	%
Depreciation and amortization		204				191				3	%		3	%
General and administrative		204				204				(21	%)		(21	%)
Litigation provision		(2)				(2)				(309	%)		(309	%)
Total operating expenses		2,066				2,048				12	%		12	%
Operating income		4,064				4,082				36	%		35	%
Non-operating income/(expense)		325				(114)				(591	%)		(3	%)
Effective income tax rate		41.3		%		17.9		%		22 ppt			(1 ppt)
Net income		$	2,575			$	3,256			9	%		39	%
Earnings per share		$	1.18			$	1.49			10	%		41	%
Q3 FISCAL 2021 KEY BUSINESS DRIVERS
		YoY Change
		Constant				Nominal
Payments volume		34		%		39		%
Cross-border volume excluding intra-Europe(1)		53		%		62		%
Cross-border volume total		47		%		59		%
Processed transactions		39		%		39		%
(1) Cross-border volume excluding transactions within Europe.
Visa Inc. Consolidated Balance Sheets (unaudited)
---
		September 30,<br>2020
---	---	---	---

Assets
Cash and cash equivalents	18,034	$	16,289
Restricted cash equivalents—U.S. litigation escrow		901
Investment securities		3,752
Settlement receivable		1,264
Accounts receivable		1,618
Customer collateral		1,850
Current portion of client incentives		1,214
Prepaid expenses and other current assets		757
Total current assets		27,645
Investment securities		231
Client incentives		3,175
Property, equipment and technology, net		2,737
Goodwill		15,910
Intangible assets, net		27,808
Other assets		3,413
Total assets	82,671	$	80,919
Liabilities
Accounts payable	172	$	174
Settlement payable		1,736
Customer collateral		1,850
Accrued compensation and benefits		821
Client incentives		4,176
Accrued liabilities		1,840
Current maturities of debt		2,999
Accrued litigation		914
Total current liabilities		14,510
Long-term debt		21,071
Deferred tax liabilities		5,237
Other liabilities		3,891
Total liabilities		44,709
Equity
Preferred stock, 0.0001 par value, 25 shares authorized and 5 shares issued and outstanding as follows:
Series A convertible participating preferred stock, less than one shares issued and outstanding at June 30, 2021 and September 30, 2020		2,437
Series B convertible participating preferred stock, 2 shares issued and outstanding at June 30, 2021 and September 30, 2020		1,106
Series C convertible participating preferred stock, 3 shares issued and outstanding at June 30, 2021 and September 30, 2020		1,543
Class A common stock, 0.0001 par value, 2,001,622 shares authorized, 1,689 and 1,683 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively		—
Class B common stock, 0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at June 30, 2021 and September 30, 2020		—
Class C common stock, 0.0001 par value, 1,097 shares authorized, 10 and 11 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively		—
Right to recover for covered losses		(39)
Additional paid-in capital		16,721
Accumulated income		14,088
Accumulated other comprehensive income (loss), net:
Investment securities		3
Defined benefit pension and other postretirement plans		(196)
Derivative instruments		(291)
Foreign currency translation adjustments		838
Total accumulated other comprehensive income (loss), net		354
Total equity		36,210
Total liabilities and equity	82,671	$	80,919

All values are in US Dollars.

| Visa Inc. Consolidated Statements of Operations (unaudited) | | --- || | Three Months Ended June 30, | | | | Nine Months Ended June 30, | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2021 | | 2020 | | 2021 | | 2020 | | | | (in millions, except per share data) | | | | | | | | | Net revenues | $ | 6,130 | $ | 4,837 | $ | 17,546 | $ | 16,745 | | Operating Expenses | | | | | | | | | | Personnel | 1,098 | | 941 | | 3,193 | | 2,863 | | | Marketing | 268 | | 174 | | 679 | | 683 | | | Network and processing | 186 | | 172 | | 538 | | 536 | | | Professional fees | 108 | | 95 | | 273 | | 304 | | | Depreciation and amortization | 204 | | 197 | | 602 | | 571 | | | General and administrative | 204 | | 258 | | 770 | | 840 | | | Litigation provision | (2) | | 1 | | 2 | | 9 | | | Total operating expenses | 2,066 | | 1,838 | | 6,057 | | 5,806 | | | Operating income | 4,064 | | 2,999 | | 11,489 | | 10,939 | | | Non-operating Income (Expense) | | | | | | | | | | Interest expense, net | (131) | | (142) | | (388) | | (371) | | | Investment income and other | 456 | | 75 | | 664 | | 167 | | | Total non-operating income (expense) | 325 | | (67) | | 276 | | (204) | | | Income before income taxes | 4,389 | | 2,932 | | 11,765 | | 10,735 | | | Income tax provision | 1,814 | | 559 | | 3,038 | | 2,006 | | | Net income | $ | 2,575 | $ | 2,373 | $ | 8,727 | $ | 8,729 | | Basic Earnings Per Share | | | | | | | | | | Class A common stock | $ | 1.18 | $ | 1.07 | $ | 3.99 | $ | 3.92 | | Class B common stock | $ | 1.92 | $ | 1.74 | $ | 6.47 | $ | 6.37 | | Class C common stock | $ | 4.72 | $ | 4.29 | $ | 15.94 | $ | 15.70 | | Basic Weighted-average Shares Outstanding | | | | | | | | | | Class A common stock | 1,691 | | 1,690 | | 1,693 | | 1,702 | | | Class B common stock | 245 | | 245 | | 245 | | 245 | | | Class C common stock | 10 | | 11 | | 11 | | 11 | | | Diluted Earnings Per Share | | | | | | | | | | Class A common stock | $ | 1.18 | $ | 1.07 | $ | 3.98 | $ | 3.92 | | Class B common stock | $ | 1.91 | $ | 1.74 | $ | 6.46 | $ | 6.36 | | Class C common stock | $ | 4.72 | $ | 4.29 | $ | 15.92 | $ | 15.68 | | Diluted Weighted-average Shares Outstanding | | | | | | | | | | Class A common stock | 2,184 | | 2,214 | | 2,192 | | 2,227 | | | Class B common stock | 245 | | 245 | | 245 | | 245 | | | Class C common stock | 10 | | 11 | | 11 | | 11 | |

Visa Inc. Consolidated Statements of Cash Flows (unaudited)

	Nine Months Ended<br>June 30,
	2021		2020
	(in millions)
Operating Activities
Net income	$	8,727	$	8,729
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Client incentives	5,980		4,966
Share-based compensation	434		322
Depreciation and amortization of property, equipment, technology and intangible assets	602		571
Deferred income taxes	981		(116)
VE territory covered losses incurred	(38)		(22)
(Gains) losses on equity investments, net	(611)		(62)
Other	(82)		(87)
Change in operating assets and liabilities:
Settlement receivable	(351)		966
Accounts receivable	(220)		108
Client incentives	(5,202)		(6,261)
Other assets	(164)		(464)
Accounts payable	1		7
Settlement payable	574		(1,324)
Accrued and other liabilities	639		1,058
Accrued litigation	(14)		(47)
Net cash provided by (used in) operating activities	11,256		8,344
Investing Activities
Purchases of property, equipment and technology	(497)		(568)
Investment securities:
Purchases	(3,223)		(549)
Proceeds from maturities and sales	5,286		3,675
Acquisitions, net of cash acquired	(75)		(77)
Purchases of / contributions to other investments	(50)		(254)
Other investing activities	105		81
Net cash provided by (used in) investing activities	1,546		2,308
Financing Activities
Repurchase of class A common stock	(5,709)		(6,572)
Repayments of debt	(3,000)		—
Dividends paid	(2,102)		(2,002)
Proceeds from issuance of senior notes	—		3,985
Cash proceeds from issuance of class A common stock under employee equity plans	162		142
Restricted stock and performance-based shares settled in cash for taxes	(142)		(158)
Other financing activities	—		(118)
Net cash provided by (used in) financing activities	(10,791)		(4,723)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	92		173
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	2,103		6,102
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	19,171		10,832
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	21,274	$	16,934
Supplemental Disclosure
Cash paid for income taxes, net	$	2,134	$	1,793
Interest payments on debt	$	583	$	503
Accruals related to purchases of property, equipment and technology	$	52	$	34
Visa Inc. Fiscal 2021 and 2020 Quarterly Results of Operations (unaudited)
---			Fiscal 2021 Quarter Ended							Fiscal 2020 Quarter Ended
---	---	---	---	---	---	---	---	---	---	---	---	---
	June 30,<br>2021		March 31, 2021		December 31, 2020		September 30, 2020			June 30,<br>2020
	(in millions)
Net revenues	$	6,130	$	5,729	$	5,687		$	5,101		$	4,837
Operating Expenses
Personnel	1,098		1,114		981			922			941
Marketing	268		206		205			288			174
Network and processing	186		179		173			191			172
Professional fees	108		82		83			104			95
Depreciation and amortization	204		201		197			196			197
General and administrative	204		363		203			256			258
Litigation provision	(2)		3		1			2			1
Total operating expenses	2,066		2,148		1,843			1,959			1,838
Operating income	4,064		3,581		3,844			3,142			2,999
Non-operating Income (Expense)
Interest expense, net	(131)		(121)		(136)			(145)			(142)
Investment income and other	456		168		40			58			75
Total non-operating income (expense)	325		47		(96)			(87)			(67)
Income before income taxes	4,389		3,628		3,748			3,055			2,932
Income tax provision	1,814		602		622			918			559
Net income	$	2,575	$	3,026	$	3,126		$	2,137		$	2,373

Visa Inc. Reconciliation of Non-GAAP Financial Results (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. We consider non-GAAP measures useful to investors because they provide greater transparency into management’s view and assessment of our ongoing operating performance.<br><br><br><br>•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 and the related tax impacts 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.<br><br><br><br>•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 and the related tax impact to facilitate an evaluation of our current operating performance and comparison to our past operating performance.<br><br><br><br>•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. It also includes 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 and the related tax impacts as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.<br><br><br><br>•Remeasurement of deferred tax balances. During the three and nine months ended June 30, 2021, in connection with the UK enacted legislation on June 10, 2021 that will increase the tax rate from 19% to 25%, effective April 1, 2023, we remeasured our net deferred tax liabilities, resulting in the recognition of a non-recurring, non-cash income tax expense of $1.0 billion.<br><br><br><br>•Indirect taxes. During the nine months ended June 30, 2021, we recognized a one-time charge within general and administrative expense of $152 million, before tax. Net of the related income tax benefit of $40 million, determined by applying applicable tax rates, non-GAAP net income increased by $112 million. This charge is to record our estimate of probable additional indirect taxes, related to prior periods, for which we could be liable as a result of certain changes in applicable law. This one-time charge is not representative of our ongoing operations.<br><br><br><br>Non-GAAP operating expense, 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 for the three and nine months ended June 30, 2021 and 2020.
Visa Inc. Reconciliation of Non-GAAP Financial Results - continued (unaudited)
---			Three Months Ended June 30, 2021
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	Operating<br>Expenses		Non-<br>operating<br>Income<br>(Expense)		Income<br>Tax<br>Provision		Effective<br><br>Income<br><br>Tax Rate(1)		Net <br>Income		Diluted<br><br>Earnings<br><br>Per<br><br>Share(1)
	(in millions, except percentages and per share data)
As reported	$	2,066	$	325	$	1,814	41.3	%	$	2,575	$	1.18
(Gains) losses on equity investments, net	—		(439)		(99)				(340)		(0.16)
Amortization of acquired intangible assets	(13)		—		3				10		—
Acquisition-related costs	(5)		—		1				4		—
Remeasurement of deferred tax balances	—		—		(1,007)				1,007		0.46
Non-GAAP	$	2,048	$	(114)	$	712	17.9	%	$	3,256	$	1.49
	Nine Months Ended June 30, 2021
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	Operating<br>Expenses		Non-<br>operating<br>Income<br>(Expense)		Income<br>Tax<br>Provision		Effective<br><br>Income<br><br>Tax Rate(1)		Net <br>Income		Diluted<br><br>Earnings<br><br>Per<br><br>Share(1)
	(in millions, except percentages and per share data)
As reported	$	6,057	$	276	$	3,038	25.8	%	$	8,727	$	3.98
(Gains) losses on equity investments, net	—		(611)		(138)				(473)		(0.22)
Amortization of acquired intangible assets	(38)		—		9				29		0.01
Acquisition-related costs	(13)		—		3				10		—
Remeasurement of deferred tax balances	—		—		(1,007)				1,007		0.46
Indirect taxes	(152)		—		40				112		0.05
Non-GAAP	$	5,854	$	(335)	$	1,945	17.1	%	$	9,412	$	4.29
	Three Months Ended June 30, 2020
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	Operating<br>Expenses		Non-<br>operating<br>Income<br>(Expense)		Income<br>Tax<br>Provision		Effective<br><br>Income<br><br>Tax Rate(1)		Net <br>Income		Diluted<br><br>Earnings<br><br>Per<br><br>Share(1)
	(in millions, except percentages and per share data)
As reported	$	1,838	$	(67)	$	559	19.1	%	$	2,373	$	1.07
(Gains) losses on equity investments, net	—		(51)		(11)				(40)		(0.02)
Amortization of acquired intangible assets	(13)		—		3				10		—
Acquisition-related costs	(4)		—		—				4		—
Non-GAAP	$	1,821	$	(118)	$	551	19.0	%	$	2,347	$	1.06
	Nine Months Ended June 30, 2020
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	Operating<br>Expenses		Non-<br>operating<br>Income<br>(Expense)		Income<br>Tax<br>Provision		Effective<br><br>Income<br><br>Tax Rate(1)		Net <br>Income		Diluted<br><br>Earnings<br><br>Per<br><br>Share(1)
	(in millions, except percentages and per share data)
As reported	$	5,806	$	(204)	$	2,006	18.7	%	$	8,729	$	3.92
(Gains) losses on equity investments, net	—		(62)		(14)				(48)		(0.02)
Amortization of acquired intangible assets	(35)		—		8				27		0.01
Acquisition-related costs	(11)		—		2				9		—
Non-GAAP	$	5,760	$	(266)	$	2,002	18.7	%	$	8,717	$	3.91	(1)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.
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Operational Performance Data
---		The tables below provide information regarding the available operational results for the 3 months ended June 30, 2021, as well as the prior four quarterly reporting periods and the 12 months ended June 30, 2021 and 2020, for cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands.
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1. Branded Volume and Transactions
The tables present regional total volume, payments volume, and cash volume, and the number of payments transactions, cash transactions, accounts and cards for cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume and transactions for all periods. Card counts include PLUS proprietary cards. Nominal and constant dollar growth rates over prior years are provided for volume-based data.

2. Cross-Border Volume
The table below represents cross-border volume growth for cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands. Cross-border volume refers to payments and cash volume where the issuing country is different from the merchant country.

(1) Cross-border volumes excluding transactions within Europe drive our international transaction revenues.
3. Visa Processed Transactions
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The table below represents transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks.

Footnote
Payments volume, including Visa Direct 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 for the relevant period, and cash volume represents the aggregate dollar amount of cash disbursements obtained with these cards for the relevant period and includes the impact of balance transfers and convenience checks, but excludes proprietary PLUS volume. Total volume represents payments and cash volume.<br><br>Visa payment products are comprised of credit and debit programs, and data relating to each program is included in the tables. Debit programs include Visa’s signature based and Interlink (PIN) debit programs.<br><br>The data presented is based on transactions processed by Visa and reported by Visa’s financial institution clients on their operating certificates. Estimates may be utilized if data is unavailable.<br><br>Previously presented information may be updated. Prior period updates, if any, are not material.<br><br>Visa’s CEMEA region is comprised of countries in Central Europe, the Middle East and Africa. Several European Union countries in Central Europe, Israel and Turkey are not included in CEMEA. LAC is comprised of countries in Central and South America and the Caribbean. International includes Asia Pacific, Canada, CEMEA, Europe and LAC.<br><br>Information denominated in U.S. dollars is calculated by applying an established U.S. dollar/local currency exchange rate for each local currency in which Visa Inc. volumes are reported (“Nominal USD”). These exchange rates are calculated on a quarterly basis using the established exchange rate for each quarter. To eliminate the impact of foreign currency fluctuations against the U.S. dollar in measuring performance, Visa Inc. also reports year-over-year growth in total volume, payments volume and cash volume on the basis of local currency information (“Constant USD”). This presentation represents Visa’s historical methodology which may be subject to review and refinement.<br><br>Figures in the tables may not recalculate exactly due to rounding. The totals and percentages are calculated based on unrounded numbers.
16
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