Visa : Annual Report for Fiscal Year Ending September 30, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

This management's discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Visa Inc. and its subsidiaries (Visa, we, us, our or the Company) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in Item 8of this report.

This section of the report generally discusses fiscal 2025 compared to fiscal 2024. Discussions of fiscal 2024 compared to fiscal 2023 that are not included in this report can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 in our Annual Report on Form 10-K for the year ended September 30, 2024, filed with the U.S. Securities and Exchange Commission.

Overview

Visa is a global payments technology company that facilitates secure, reliable and efficient global commerce and money movement. We provide transaction processing services (primarily authorization, clearing and settlement) among consumers, issuing and acquiring financial institutions and sellers. We are focused on extending, enhancing and investing in our proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating money movement to multiple endpoints through various form factors and innovative technologies across more than 200 countries and territories. Visa is not a financial institution. We do not issue cards, extend credit or set rates and fees for account holders of Visa products.

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

			For the Years Ended September 30,																		% Change(1)
			2025						2024						2023						2025 vs. 2024						2024 vs. 2023
			(in millions, except percentages and per share data)
Net revenue			$	40,000					$	35,926					$	32,653					11		%				10		%
Operating expenses			$	16,006					$	12,331					$	11,653					30		%				6		%
Net income			$	20,058					$	19,743					$	17,273					2		%				14		%
Diluted earnings per share			$	10.20					$	9.73					$	8.28					5		%				17		%
Non-GAAP operating expenses(2)			$	12,906					$	11,609					$	10,481					11		%				11		%
Non-GAAP net income(2)			$	22,542					$	20,389					$	18,280					11		%				12		%
Non-GAAP diluted earnings per share(2)			$	11.47					$	10.05					$	8.77					14		%				15		%

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

(2)For a full reconciliation of our GAAP to non-GAAP financial results, see tables inNon-GAAP financial resultsbelow.

Highlights for fiscal 2025. Net revenue increased 11% over the prior year, primarily due to the growth in processed transactions, nominal cross-border volume, and nominal payments volume, partially offset by higher client incentives. See Results of Operations-Net Revenuebelow for further discussion. Exchange rate movements did not have a material impact on net revenue growth.

GAAP operating expenses increased 30% over the prior year, primarily driven by higher litigation provision and personnel expenses. See Results of Operations-Operating Expensesbelow for further discussion. Exchange rate movements did not have a material impact on operating expenses growth.

Non-GAAP operating expenses increased 11% over the prior year, primarily driven by higher personnel, general and administrative, and depreciation and amortization expenses.

Release of preferred stock. In August 2025, we released $1.4 billionof the as-converted value from our series B and C preferred stock and issued 40,080shares of series A preferred stock in connection with the ninth anniversary of the Visa Europe acquisition. See Note 5-U.S. and Europe Retrospective Responsibility Plansand Note 15-Stockholders' Equityto our consolidated financial statements included in Item 8of this report.

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Senior notes.In May 2025, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.5 billion ($3.9 billion), with maturities ranging between 3 and 19 years.See Note 10-Debtto our consolidated financial statements included in Item 8of this report.

Acquisition. In December 2024, we acquired Featurespace Limited (Featurespace), a developer of real-time artificial intelligence payments protection technology that helps prevent and mitigate payments fraud and financial crime risks, for a purchase consideration of $946 million. See Note 2-Acquisitionsto our consolidated financial statements included in Item 8of this report.

Interchange multidistrict litigation.During fiscal 2025, we recorded additional accruals of $2.2 billion to address claims associated with the interchange multidistrict litigation. We also made additional deposits of $875 million into the U.S. litigation escrow account. The additional accruals related to the interchange multidistrict litigation could be higher or lower than deposits made into the U.S. litigation escrow account. See Note 5-U.S. and Europe Retrospective Responsibility Plansand Note 20-Legal Mattersto our consolidated financial statements included in Item 8 of this report.

Continued resolution in the interchange multidistrict litigation will be considered by our board of directors with regards to successive exchange offers for class B common stock. Visa may, but is under no obligation to, conduct a successive exchange offer for class B common stock if (i) one year has passed since the initial exchange offer for the next preceding class of class B common stock; and (ii) if the estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation have been reduced by 50% or more since the consummation of the prior exchange offer (or in the case of the first successive exchange offer, since October 1, 2023), as determined by Visa. The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation was approximately $49.6 billion as of October 1, 2023 and was approximately $39.4 billion(1) as of October 1, 2025.

Common stock repurchases.In April 2025, our board of directors authorized a $30.0 billion share repurchase program, providing multi-year flexibility. During fiscal 2025, we repurchased 54 million shares of our class A common stock in the open market for $18.2 billion. As of September 30, 2025, our share repurchase program had remaining authorized funds of $24.9 billion. See Note 15-Stockholders' Equityto our consolidated financial statements included in Item 8 of this report.

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

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

•Amortization of acquired intangible assets. Amortization of acquired intangible assets consists of amortization of intangible assets such as technology and customer relationships acquired in connection with business combinations executed beginning in fiscal 2019. Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and size of our acquisitions, rather than our core operations. As such, we have excluded this amount to facilitate an evaluation of our current operating performance and comparison to our past operating performance.

•Acquisition-related costs. Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations. These costs include professional fees, technology integration fees, restructuring activities and other direct costs related to the purchase and integration of acquired entities. These costs also include retention equity and deferred compensation when they are

(1) These figures are estimated and approximated. These estimates do not include claims in certain purported indirect purchaser class actions or any claims of merchants serviced by opt-outs that are payment processors and facilitators. The interchange at issue for unresolved claims will continue to increase. See U.S. Covered Litigation in Note 20-Legal Mattersto our consolidated financial statements included in Item 8of this report for more information on the Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions.

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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. During fiscal 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. During fiscal 2025 and 2024, we recorded charges within general and administrative expense associated with the consolidation of certain leased office spaces. We have excluded these amounts as it does not reflect the underlying performance of our business.

•Litigation provision.Litigation provision includes significant accruals related to certain legal matters that are not covered by the U.S. retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and additional accruals associated with the interchange multidistrict litigation which are covered by the U.S. retrospective responsibility plan (U.S. covered litigation). Litigation provision associated with these matters can vary significantly based on the facts and circumstances related to each matter and do not correlate to the underlying performance of our business. During fiscal 2025, 2024 and 2023, we have excluded these amounts to facilitate a comparison to our past operating performance.

Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class B-1 and class B-2 common stock ultimately convert into shares of class A common stock. During fiscal 2025, basic and diluted earnings per class A common stock increased $0.01 and was unchanged, respectively, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period. During fiscal 2024 and 2023, basic and diluted earnings per class A common stock were unchanged in both fiscal years, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the periods. See Note 5-U.S. and Europe Retrospective Responsibility Plansand Note 20-Legal Mattersto our consolidated financial statements included in Item 8 of this report.

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

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

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

			For the Year Ended September 30, 2025
			Operating Expenses						Non-operating Income (Expense)						Income Tax Provision(1)						Effective Income Tax Rate(2)						Net Income						Diluted Earnings Per Share(2)
			(in millions, except percentages and per share data)
GAAP			$	16,006					$	200					$	4,136					17.1		%				$	20,058					$	10.20
(Gains) losses on equity investments, net			-						87						19												68						0.03
Amortization of acquired intangible assets			(218)						-						54												164						0.08
Acquisition-related costs			(97)						-						7												90						0.05
Severance costs			(213)						-						45												168						0.09
Lease consolidation costs			(39)						-						9												30						0.02
Litigation provision			(2,533)						-						569												1,964						1.00
Non-GAAP			$	12,906					$	287					$	4,839					17.7		%				$	22,542					$	11.47

			For the Year Ended September 30, 2024
			Operating Expenses						Non-operating Income (Expense)						Income Tax Provision(1)						Effective Income Tax Rate(2)						Net Income						Diluted Earnings Per Share(2)
			(in millions, except percentages and per share data)
GAAP			$	12,331					$	321					$	4,173					17.4		%				$	19,743					$	9.73
(Gains) losses on equity investments, net			-						94						12												82						0.04
Amortization of acquired intangible assets			(178)						-						43												135						0.07
Acquisition-related costs			(104)						-						8												96						0.05
Litigation provision			(434)						-						97												337						0.17
Lease consolidation costs			(57)						-						13												44						0.02
Indirect taxes			118						-						(29)												(89)						(0.04)
Charitable contribution			(67)						-						26												41						0.02
Non-GAAP			$	11,609					$	415					$	4,343					17.6		%				$	20,389					$	10.05

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			For the Year Ended September 30, 2023
			Operating Expenses						Non-operating Income (Expense)						Income Tax Provision(1)						Effective Income Tax Rate(2)						Net Income						Diluted Earnings Per Share(2)
			(in millions, except percentages and per share data)
GAAP			$	11,653					$	37					$	3,764					17.9		%				$	17,273					$	8.28
(Gains) losses on equity investments, net			-						104						23												81						0.04
Amortization of acquired intangible assets			(176)						-						38												138						0.07
Acquisition-related costs			(90)						-						7												83						0.04
Litigation provision			(906)						-						201												705						0.34
Non-GAAP			$	10,481					$	141					$	4,033					18.1		%				$	18,280					$	8.77

(1)Determined by applying applicable tax rates.

(2)Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.

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

Payments volume represents the aggregate dollar amount of purchases made with cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume. Nominal payments volume is denominated in U.S. dollars and is calculated each quarter by applying an established U.S. dollar/foreign currency exchange rate for each local currency in which our volumes are reported. Processed transactions include payments and cash transactions, and represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa's networks.

The following table presents nominal payments and cash volume:

			U.S.																		International																		Visa
			Twelve Months Ended June 30,(1)
			2025						2024						2023						2025						2024						2023						2025						2024						2023
			(in billions)
Nominal payments volume
Consumer credit			$	2,491					$	2,356					$	2,230					$	3,113					$	2,958					$	2,810					$	5,604					$	5,314					$	5,040
Consumer debit(2)			3,213						2,990						2,827						3,338						3,029						2,681						6,551						6,020						5,507
Commercial(3)			1,084						1,042						988						655						613						553						1,739						1,655						1,541
Total nominal payments volume(4)			$	6,788					$	6,388					$	6,045					$	7,106					$	6,600					$	6,044					$	13,894					$	12,988					$	12,088
Cash volume(5)			599						604						610						1,891						1,898						1,849						2,489						2,502						2,459
Total nominal volume(4)(6)			$	7,387					$	6,991					$	6,654					$	8,996					$	8,499					$	7,893					$	16,383					$	15,490					$	14,547

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

			U.S.												International																								Visa
			Twelve Months Ended June 30,(1),(4)
			2025 vs. 2024						2024 vs. 2023						2025 vs. 2024												2024 vs. 2023												2025 vs. 2024												2024 vs. 2023
			Nominal						Nominal						Nominal						Constant(7)						Nominal						Constant(7)						Nominal						Constant(7)						Nominal						Constant(7)
Payments volume growth
Consumer credit growth			6		%				6		%				5		%				8		%				5		%				8		%				5		%				7		%				5		%				7		%
Consumer debit growth(2)			7		%				6		%				10		%				12		%				13		%				12		%				9		%				10		%				9		%				9		%
Commercial growth(3)			4		%				5		%				7		%				10		%				11		%				13		%				5		%				6		%				7		%				8		%
Total payments volume growth			6		%				6		%				8		%				10		%				9		%				10		%				7		%				8		%				7		%				8		%
Cash volume growth(5)			(1		%)				(1		%)				-		%				3		%				3		%				3		%				(1		%)				2		%				2		%				2		%
Total volume growth			6		%				5		%				6		%				8		%				8		%				9		%				6		%				7		%				6		%				7		%

(1)Service revenue in a given quarter is primarily assessed based on nominal payments volume in the prior quarter. Therefore, service revenue reported for the twelve months ended September 30, 2025, 2024 and 2023, was based on nominal payments volume reported by our financial institution clients for the twelve months ended June 30, 2025, 2024 and 2023, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material.

(2)Includes consumer prepaid volume and Interlink volume.

(3)Includes large, medium and small business credit and debit, as well as commercial prepaid volume.

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

(5)Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks.

(6)Total nominal volume is the sum of total nominal payments volume and cash volume. Total nominal volume is provided by our financial institution clients, subject to review by Visa.

(7)Growth on a constant-dollar basis excludes the impact of foreign currency fluctuations against the U.S. dollar.

The following table presents the number of processed transactions:

			For the Years Ended September 30,																		% Change(1)
			2025						2024						2023						2025 vs. 2024						2024 vs. 2023
			(in millions, except percentages)
Visa processed transactions			257,545						233,758						212,579						10		%				10		%

(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. On occasion, previously presented information may be updated. Prior period updates are not material.

Results of Operations

Net Revenue

Our net revenue is primarily generated from payments volume on Visa products for purchased goods and services, as well as the number of transactions processed on our network. See Note 1-Summary of Significant Accounting Policiesto our consolidated financial statements included in Item 8 of this report for further discussion on the components of our net revenue.

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

			For the Years Ended September 30,																		% Change(1)
			2025						2024						2023						2025 vs. 2024						2024 vs. 2023
			(in millions, except percentages)
U.S.			$	15,633					$	14,780					$	14,138					6		%				5		%
International			24,367						21,146						18,515						15		%				14		%
Net revenue			$	40,000					$	35,926					$	32,653					11		%				10		%

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

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Net revenue increased in fiscal 2025 over the prior year primarily due to the growth in processed transactions, nominal cross-border volume, and nominal payments volume, partially offset by higher client incentives.

Our net revenue is impacted by the overall strengthening or weakening of the U.S. dollar as payments volume and related revenue denominated in local currencies are converted to U.S. dollars. In fiscal 2025, exchange rate movements did not have a material impact on net revenue growth.

The following table presents the components of our net revenue:

			For the Years Ended September 30,																		% Change(1)
			2025						2024						2023						2025 vs. 2024						2024 vs. 2023
			(in millions, except percentages)
Service revenue			$	17,539					$	16,114					$	14,826					9		%				9		%
Data processing revenue			19,993						17,714						16,007						13		%				11		%
International transaction revenue			14,166						12,665						11,638						12		%				9		%
Other revenue			4,053						3,197						2,479						27		%				29		%
Client incentives			(15,751)						(13,764)						(12,297)						14		%				12		%
Net revenue			$	40,000					$	35,926					$	32,653					11		%				10		%

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

•Service revenue increased in fiscal 2025 over the prior year primarily due to growth in nominal payments volume of 7%, select pricing modifications and card benefits.

•Data processing revenueincreased in fiscal 2025 over the prior year primarily due to growth in processed transactions of 10% and select pricing modifications.

•International transaction revenue increased in fiscal 2025 over the prior year primarily due to growth in nominal cross-border volume of 13%, excluding transactions within Europe, and higher volatility of a broad range of currencies, partially offset by business mix.

•Other revenue increased in fiscal 2025 over the prior year primarily due to growth in advisory and other services and select pricing modifications.

•Client incentivesincreased in fiscal 2025 over the prior year primarily due to growth in payments volume. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

For fiscal 2025, 2024, and 2023, revenue from value-added services was $10.9 billion, $8.8 billion and $7.2 billion, respectively. Value-added services revenue in fiscal 2025 increased 24% over the prior year primarily due to growth in Issuing Solutions, Advisory and Other Services and Acceptance Solutions.

Operating Expenses

Our operating expenses consist of the following:

•Personnel expenses include salaries, employee benefits, incentive compensation and share-based compensation.

•Marketing expenses include expenses associated with advertising and marketing campaigns, sponsorships and other related promotions of the Visa brand and client marketing.

•Network and processing expenses mainly represent expenses for the operation of our processing network, including maintenance, equipment rental and fees for other data processing services.

•Professional feesmainly consist of legal fees, consulting fees and expenses associated with client engagements.

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•Depreciation and amortization expenses include amortization of internally developed and purchased software, depreciation expense for property and equipment and amortization of finite-lived intangible assets primarily obtained through acquisitions.

•General and administrative expensesconsist mainly of card benefits such as costs associated with airport lounge access, extended cardholder protection and concierge services, facilities costs, travel and meeting costs, indirect taxes, foreign exchange gains and losses and other corporate expenses incurred in support of our business.

•Litigation provision represents litigation expenses for accruals related to 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). The accruals are an estimate based on management's understanding of our litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management's best estimate of incurred loss.

The following table presents the components of our total operating expenses:

			For the Years Ended September 30,																		% Change(1)
			2025						2024						2023						2025 vs. 2024						2024 vs. 2023
			(in millions, except percentages)
Personnel			$	6,961					$	6,264					$	5,831					11		%				7		%
Marketing			1,684						1,560						1,341						8		%				16		%
Network and processing			894						778						736						15		%				6		%
Professional fees			759						635						545						19		%				17		%
Depreciation and amortization			1,220						1,034						943						18		%				10		%
General and administrative			1,926						1,598						1,330						21		%				20		%
Litigation provision			2,562						462						927						NM						(50		%)
Total operating expenses			$	16,006					$	12,331					$	11,653					30		%				6		%

NM - Not meaningful

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

•Personnel expenses increased in fiscal 2025 over the prior year primarily due to a higher number of employees and compensation focused on areas that will drive higher long-term growth, including acquisitions. In addition, the increase in fiscal 2025 over the prior year was due to severance costs in the current year to realign our organizational structure.

•Marketing expensesincreased in fiscal 2025 over the prior year primarily due to higher spending for client marketing.

•Network and processing expensesincreased in fiscal 2025 over the prior year primarily due to continued technology and processing network investments to support growth and acquisitions.

•Professional feesincreased in fiscal 2025 over the prior year primarily due to higher legal fees and higher expenses associated with client engagements.

•Depreciation and amortization expensesincreased in fiscal 2025 over the prior year primarily due to additional amortization and depreciation from our on-going investments and acquisitions.

•General and administrative expenses increased in fiscal 2025 over the prior year primarily due to higher usage of travel related card benefits, the absence of the release of the reserve on indirect taxes previously recognized in fiscal 2021 and higher indirect taxes, partially offset by a charitable contribution to the Visa Foundation in the prior year.

•Litigation provision increased in fiscal 2025 over the prior year primarily due to higher accruals related to the U.S. covered litigation. See Note 20-Legal Mattersto our consolidated financial statements included in Item 8of this report.

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Non-operating Income (Expense)

Non-operating income (expense) primarily includes interest income on cash and investments, interest expense from borrowings, interest related to taxes, and gains and losses on equity investments and derivatives.

The following table presents the components of our non-operating income (expense):

			For the Years Ended September 30,																		% Change(1)
			2025						2024						2023						2025 vs. 2024						2024 vs. 2023
			(in millions, except percentages)
Interest expense			$	(589)					$	(641)					$	(644)					(8		%)				-		%
Investment income (expense) and other			789						962						681						(18		%)				41		%
Total non-operating income (expense)			$	200					$	321					$	37					(38		%)				769		%

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

•Interest expensedecreased in fiscal 2025 over the prior year primarily due to higher interest benefit related to taxes and lower losses from derivatives, partially offset by higher interest expense related to the issuance of debt in fiscal 2025.

•Investment income (expense) and otherdecreased in fiscal 2025 over the prior year primarily due to lower interest income on our cash and investments.

Effective Income Tax Rate

The following table presents our effective income tax rates:

			For the Years Ended September 30,
			2025						2024						2023
Effective income tax rate			17		%				17		%				18		%

The effective income tax rates in fiscal 2025 and fiscal 2024 were 17% including the following:

•during fiscal 2025, a $263 million tax benefit as a result of a tax position taken on certain expenses; and

•during fiscal 2024, a $223 million tax benefit as a result of the conclusion of audits.

The Organization for Economic Cooperation and Development (OECD) published administrative guidance around the implementation of a 15% global minimum tax (Pillar Two). Various OECD member countries have either enacted or are in the process of enacting Pillar Two legislation. While there was no material tax impact in fiscal 2025, we are monitoring developments and evaluating the potential impact of Pillar Two on future years.

In July 2025, U.S. tax legislation was enacted that includes, among other provisions, the allowance of accelerated tax deductions for qualified property and research expenditures, as well as changes in various international provisions. The changes are applicable to Visa with effective dates ranging from January 2025 through fiscal 2027. The legislation did not have a material tax impact in fiscal 2025, and we do not expect a material tax impact in future years, though we will continue to evaluate the provisions as additional guidance becomes available.

Liquidity and Capital Resources

Based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs, we believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances.

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Cash Flow Data

The following table summarizes our cash flow activity:

			For the Years Ended September 30,
			2025						2024						2023
			(in millions)
Total cash provided by (used in):
Operating activities			$	23,059					$	19,950					$	20,755
Investing activities			$	708					$	(1,926)					$	(2,006)
Financing activities			$	(18,963)					$	(20,633)					$	(17,772)

Operating activities. Cash provided by operating activities increased in fiscal 2025 over the prior year primarily due to growth in our underlying business and the timing of payments related to income taxes, partially offset by higher incentive payments.

Investing activities. Cash provided by investing activities increased in fiscal 2025 over the prior year primarily due to the absence of investment securities purchases, partially offset by lower proceeds from maturities and sales of investment securities.

Financing activities.Cash used in financing activities decreased in fiscal 2025 over the prior year primarily due to proceeds received from the issuance of senior notes, partially offset by higher share repurchases and higher dividends paid.

Sources of Liquidity

Cash, cash equivalents and investments. As of September 30, 2025, our cash and cash equivalents balance was $17.2 billion and our available-for-sale debt securities was $2.4 billion. Our investment portfolio is designed to invest cash in securities which enables us to meet our working capital and liquidity needs. Our investment portfolio consists of debt securities issued by the U.S. Treasury and U.S. government-sponsored agencies. $1.6 billion of the investments are classified as current and are available to meet short-term liquidity needs. The remaining non-current investments have stated maturities of more than one year from the balance sheet date; however, they are also generally available to meet short-term liquidity needs.

Factors that may impact the liquidity of our investment portfolio include, but are not limited to, changes to credit ratings of the securities, uncertainty related to regulatory developments, actions by central banks and other monetary authorities and the ongoing strength and quality of credit markets. We will continue to review our portfolio in light of evolving market and economic conditions. However, if current market conditions deteriorate, the liquidity of our investment portfolio may be impacted and we could determine that some of our investments are impaired, which could adversely impact our financial results. We have policies that limit the amount of credit exposure to any one financial institution or type of investment.

Commercial paper program. We maintain a commercial paper program to support our working capital requirements and for other general corporate purposes. As of September 30, 2025, we had no outstanding obligations under the program. See Note 10-Debtto our consolidated financial statements included in Item 8of this report.

Credit facility. We have an unsecured revolving credit facility, which is maintained to ensure the integrity of the payment card settlement process and for general corporate purposes. As of September 30, 2025, there were no amounts outstanding under the credit facility. See Note 10-Debtto our consolidated financial statements included in Item 8of this report.

Senior notes.In May 2025, we issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.5 billion ($3.9 billion), with maturities ranging between 3 and 19 years. See Note 10-Debtto our consolidated financial statements included in Item 8of this report.

U.S. Litigation escrow account.Pursuant to the terms of the U.S. retrospective responsibility plan, which was created to insulate Visa and our class A common shareholders from financial liability for certain litigation cases, we maintain a U.S. litigation escrow account from which monetary liabilities from settlements of, or judgments in, the

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U.S. covered litigation will be payable. As these funds are restricted for the sole purpose of making payments related to the U.S. covered litigation matters, we do not rely on them for other operational needs. See Note 5-U.S. and Europe Retrospective Responsibility Plans andNote 20-Legal Mattersto our consolidated financial statements included in Item 8 of this report.

Uses of Liquidity

Payments settlement. Payments settlement due to and from our financial institution clients can represent a substantial daily liquidity requirement. Most U.S. dollar settlements are settled within the same day and do not result in a receivable or payable balance, while settlements in currencies other than the U.S. dollar generally remain outstanding for one to two business days, which is consistent with industry practice for such transactions. In general, during fiscal 2025, we were not required to fund settlement-related working capital. As of September 30, 2025, we held $9.2 billion of our total available liquidity to fund daily settlement in the event one or more of our financial institution clients are unable to settle, with the remaining liquidity available to support our working capital and other liquidity needs. See Note 12-Settlement Guarantee Managementto our consolidated financial statements included in Item 8of this report.

Litigation. Judgments in and settlements of litigation or other fines imposed in investigations and proceedings could give rise to future liquidity needs. During fiscal 2025, we deposited $875 million into the U.S. litigation escrow account to address claims associated with the interchange multidistrict litigation. The balance of this account as of September 30, 2025 was $3.0 billion and is reflected as restricted cash in our consolidated balance sheets. See Note 5-U.S. and Europe Retrospective Responsibility Plans andNote 20-Legal Mattersto our consolidated financial statements included in Item 8 of this report.

Common stock repurchases. During fiscal 2025, we repurchased shares of our class A common stock in the open market for $18.2 billion. As of September 30, 2025, our share repurchase program had remaining authorized funds of $24.9 billion. Share repurchases will be executed at prices we deem appropriate subject to various factors, including market conditions and our financial performance, and may be effected through accelerated share repurchase programs, open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. See Note 15-Stockholders' Equityto our consolidated financial statements included in Item 8of this report.

Dividends. During fiscal 2025, we declared and paid $4.6 billion in dividends to holders of our common and preferred stock. On October 28, 2025, our board of directors declared a quarterly cash dividend of $0.67 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis). We expect to continue paying quarterly dividends in cash, subject to approval by the board of directors. See Note 15-Stockholders' Equity to our consolidated financial statements included in Item 8of this report.

Acquisition.In December 2024, we acquired Featurespace for a purchase consideration of $946 million. See Note 2-Acquisitionsto our consolidated financial statements included in Item 8 of this report.

Senior notes. As of September 30, 2025, we had an outstanding aggregate principal amount relating to our senior notes of $25.4 billion. Principal payments on our senior notes of $4.0 billion and €1.4 billion ($1.6 billion) are due in December 2025 and June 2026, respectively, for which we have sufficient liquidity. See Note 10-Debt to our consolidated financial statements included in Item 8of this report.

Client incentives.As of September 30, 2025, we had short-term and long-term liabilities recorded on the consolidated balance sheet related to client incentive contracts of $10.4 billion and $0.2 billion, respectively.

Uncertain tax positions. As of September 30, 2025, we had long-term liabilities for uncertain tax positions of $309 million. See Note 19-Income Taxesto our consolidated financial statements included in Item 8 of this report.

Purchase obligations. As of September 30, 2025, we had short-term and long-term obligations of $1.6 billion and $0.2 billion, respectively, related to agreements to purchase goods and services that specify significant terms, including fixed or minimum quantities to be purchased, minimum or variable price provisions, and the approximate timing of the transaction. For obligations where the individual years of spend are not specified in the contract, we have estimated the timing of when these amounts will be spent. For future obligations related to sponsorships and software arrangements, see Note 18-Commitmentsto our consolidated financial statements included in Item 8of this report.

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Leases. For future lease payments related to leases that have commenced and are recognized on the consolidated balance sheet, see Note 9-Leasesto our consolidated financial statements included in Item 8of this report.

Indemnifications

We indemnify our financial institution clients for settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with our operating rules. The amount of the indemnification is limited to the amount of unsettled Visa payment transactions at any point in time. We maintain and regularly review global settlement risk policies and procedures to manage settlement risk, which may require clients to post collateral if certain credit standards are not met. SeeNote 1-Summary of Significant Accounting Policies andNote 12-Settlement Guarantee Managementto our consolidated financial statements included in Item 8of this report.

Accounting Pronouncements Not Yet Adopted

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

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

In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for internal-use software by eliminating project stage-based capitalization and clarifying the probable-to-complete threshold to commence the capitalization of software costs. This ASU is effective for our annual and interim periods beginning October 1, 2028, and transition approaches include prospective, retrospective or modified methods. We are currently evaluating the impact of the ASU on our consolidated financial statements.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require us to make judgments, assumptions and estimates that affect the amounts reported. See Note 1-Summary of Significant Accounting Policiesto our consolidated financial statements included in Item 8of this report. We have established policies and control procedures which seek to ensure that estimates and assumptions are appropriately governed and applied consistently from period to period. However, actual results could differ from our assumptions and estimates, and such differences could be material.

We believe that the following accounting estimates are the most critical to fully understand and evaluate our reported financial results, as they require our most subjective or complex management judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain and unpredictable.

Revenue Recognition-Client Incentives

Critical estimates. We enter into long-term incentive contracts with financial institution clients, sellers and other business partners for various programs that provide cash and other incentives designed to increase revenue by growing payments volume, increasing Visa product acceptance, encouraging seller acceptance and use of Visa's payment services and driving innovation. These incentives are primarily accounted for as reductions to net revenue; however, if a separate identifiable benefit at fair value can be established, they are accounted for as operating expenses. Incentives are recognized systematically and rationally based on management's estimate of each client's performance. These estimates are regularly reviewed and adjusted, as appropriate, based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts.

Assumptions and judgment. Estimation of client incentives relies on forecasts of payments and transaction volume, card issuance and card conversion. Performance is estimated using client-reported information,

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transactional information accumulated from our systems, historical information, market and economic conditions and discussions with our clients, sellers and business partners.

Impact if actual results differ from assumptions. If actual performance is not consistent with our estimates, client incentives may be materially different than initially recorded. Increases in incentive payments are generally driven by increased payments and transaction volume, which drive our net revenue. As a result, in the event incentive payments exceed estimates, such payments are not expected to have a material effect on our financial condition, results of operations or cash flows. The cumulative impact of a revision in estimates is recorded in the period such revisions become probable and estimable.

Legal and Regulatory Matters

Critical estimates. We are currently involved in various legal proceedings, the outcomes of which are not within our complete control and may not be known for prolonged periods of time. Management is required to assess the probability of loss and estimate the amount of such loss, if any, in preparing our consolidated financial statements.

Assumptions and judgment. We evaluate the likelihood of a potential loss from legal or regulatory proceedings to which we are a party. We record a liability for such claims when a loss is deemed probable and the amount can be reasonably estimated. Significant judgment may be required in the determination of both probability and whether a loss is reasonably estimable. Our judgments are inherently subjective and based on a number of factors, including management's understanding of the legal or regulatory profile and the specifics of each proceeding, our history with similar matters, advice of internal and external legal counsel and management's best estimate of potential loss. As additional information becomes available, we reassess the potential loss related to pending claims and may revise our estimates.

We have entered into loss sharing agreements that reduce our potential liability in connection with certain litigation. However, our U.S. retrospective responsibility plan only addresses monetary liabilities from settlements of, or final judgments in, the U.S. covered litigation. The plan's mechanisms include the use of the U.S. litigation escrow account. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. Our Europe retrospective responsibility plan only covers Visa Europe territory covered litigation (and resultant liabilities and losses) relating to the covered period, subject to certain limitations, and does not cover any fines or penalties incurred in the European Commission proceedings or any other matter. See Note 5-U.S. and Europe Retrospective Responsibility Plansand Note 20-Legal Mattersto our consolidated financial statements included in Item 8 of this report.

Impact if actual results differ from assumptions. Due to the inherent uncertainties of the legal and regulatory processes in the multiple jurisdictions in which we operate, our judgments may be materially different than the actual outcomes, which could have material adverse effects on our business, financial conditions and results of operations in the period in which the effect becomes probable and reasonably estimable. See Note 20-Legal Matters to our consolidated financial statements included in Item 8 of this report.

Income Taxes

Critical estimates. The determination of our provision for income taxes and income tax assets and liabilities requires significant judgment, the use of estimates and the interpretation and application of accounting principles and tax laws.

Assumptions and judgment. We have various tax filing positions with regard to the timing and amount of income, including the allocation of income among various tax jurisdictions, deductions and credits, based on our interpretation of tax laws. We record a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. We also inventory, evaluate and measure all uncertain tax positions taken or expected to be taken on tax returns and record liabilities for the amount of such positions that in our judgment may not be sustained, or may only be partially sustained, upon examination by the relevant taxing authorities. Our assessment may change based on various factors including changes in facts or circumstances, changes in tax law, and audit activity.

Impact if actual results differ from assumptions. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. If one or more of the taxing authorities were to successfully challenge our right to realize some or all of the tax benefit we have recorded, and we were unable to realize this benefit, it could have a material adverse effect on our financial condition, results of operations or cash flows.

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