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What changed in Visa Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Visa Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+494 added−446 removedSource: 10-K (2025-11-06) vs 10-K (2024-11-13)

Top changes in Visa Inc.'s 2025 10-K

494 paragraphs added · 446 removed · 354 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

102 edited+90 added−43 removed32 unchanged
Biggest changeWe processed more than 2.0 billion contactless transactions on global transit systems in fiscal 2024, surpassing the number of transactions in 2023. Tokenization Visa Token Service (VTS) brings trust to digital commerce innovation. As consumers increasingly rely on digital transactions, VTS is designed to enhance the digital ecosystem through improved authorization, reduced fraud and improved consumer experience.
Biggest changeAs consumers increasingly rely on digital transactions, VTS is designed to enhance the digital ecosystem through improved authorization, reduced fraud and enhanced consumer experience. VTS helps protect digital transactions by replacing 16-digit Visa account numbers with a token that includes a surrogate account number, cryptographic information and other data to protect the underlying account information.
Depending on applicable regulations, some payment processors may or may not use our network to process Visa-branded card transactions. If they use our network, we may earn service revenue and data processing revenue. If they do not use our network, we earn only service revenue. Visa is not a financial institution.
Depending on applicable regulations, some payment processors may or may not use our network to process Visa-branded card transactions. If they use our network, we may earn service revenue and data processing revenue. If they do not use our network, we may earn only service revenue. Visa is not a financial institution.
Technology Platforms Visa’s leading technology platforms comprise software, hardware, data centers and a large telecommunications infrastructure. Visa’s four data centers are a critical part of our global processing environment and have a high redundancy of network connectivity, power and cooling designed to provide continuous availability of systems.
Visa’s leading technology platforms comprise software, hardware, data centers and a large telecommunications infrastructure. Visa’s four global data centers are a critical part of our global processing environment and have a high redundancy of network connectivity, power and cooling designed to provide continuous availability of systems.
Security Our in-depth, multi-layer security approach includes a formal program to devalue sensitive and/or personal data through various cryptographic means; embedded security in the software development lifecycle; identity and access management controls to protect against unauthorized access; and advanced cyber detection and response capabilities.
Our in-depth, multi-layer security approach includes a formal program to devalue sensitive and/or personal data through various cryptographic means; embedded security in the software development lifecycle; identity and access management controls to protect against unauthorized access; and advanced cyber detection and response capabilities.
These processors may benefit from mandates requiring them to handle processing under local regulation. For example, as a result of regulation in Europe under the Interchange Fee Regulation (IFR), we may face competition from other networks, processors and other third parties who could process Visa transactions directly with issuers and acquirers.
These processors may benefit from mandates requiring them to handle processing under local regulation. For example, as a result of the Interchange Fee Regulation (IFR) in Europe, we may face competition from other networks, processors and other third parties who could process Visa transactions directly with issuers and acquirers.
Therefore, we do not permit financial institutions or other entities that are domiciled in countries or territories subject to comprehensive OFAC trade sanctions (currently, Cuba, Iran, North Korea, Syria, Crimea and the Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine), or that are included on OFAC’s list of Specially Designated Nationals and Blocked Persons, to issue or acquire Visa cards or engage in transactions using our products and services.
Therefore, we do not permit financial institutions or other entities that are domiciled in countries or territories subject to comprehensive OFAC trade sanctions (currently, Cuba, Iran, North Korea, Crimea and the Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine), or that are included on OFAC’s list of Specially Designated Nationals and Blocked Persons, to issue or acquire Visa cards or engage in transactions using our products and services.
The PSR recently established a supervisory team to specifically oversee payment system operators like Visa in the aforementioned areas. Post-Brexit, the UK has adopted various European regulations, including regulations that impact the payments ecosystem, such as the IFR and PSD2. The PSR is responsible for monitoring Visa Europe’s compliance with the IFR as adopted in the UK.
The PSR established a supervisory team to specifically oversee payment system operators like Visa in the aforementioned areas. Post-Brexit, the UK has adopted various European regulations, including regulations that impact the payments ecosystem, such as the IFR and PSD2. The PSR is responsible for monitoring Visa Europe’s compliance with the IFR as adopted in the UK.
Key features will include increased protection, more optionality by allowing consumers to pay directly from their bank accounts and enhanced controls over payment permissions.
Key features include increased protection, more optionality by allowing consumers to pay directly from their bank accounts and enhanced controls over payment permissions.
Government-imposed Market Participation Restrictions: Certain governments, including China, India, Indonesia, Thailand and Vietnam, have taken actions to promote domestic payments systems and/or certain issuers, payments networks or processors, by imposing regulations that favor domestic providers, impose local ownership requirements on processors, require data localization or mandate that domestic processing be done in that country.
Government-imposed Market Participation Restrictions: Certain governments, including China, India, Indonesia, Thailand, Vietnam, and South Africa, have taken actions to promote domestic payments systems and/or certain issuers, payments networks or processors, by imposing regulations that favor domestic providers, impose local ownership requirements on processors, require data localization or mandate that domestic processing be done in that country.
Dodd-Frank Wall Street Reform and Consumer Act (Dodd-Frank Act) limits interchange reimbursement rates for certain debit card transactions in the U.S.; the European Union (EU) IFR limits interchange rates in the European Economic Area (EEA) (as discussed below); and the Reserve Bank of Australia (RBA) regulates average permissible levels of interchange.
Dodd-Frank Wall Street Reform and Consumer Act (Dodd-Frank Act) limits interchange reimbursement rates for certain debit card transactions in the U.S.; the European Union (EU) Interchange Fee Regulation (IFR) limits interchange rates in the European Economic Area (EEA) (as discussed below); and the Reserve Bank of Australia (RBA) regulates average permissible levels of interchange.
Alternative Payments Providers: These providers, such as closed commerce ecosystems, BNPL solutions and cryptocurrency platforms, often have a primary focus of enabling payments through ecommerce and mobile channels; however, they are expanding or may expand their offerings to the physical point of sale.
Alternative Payments Providers: These providers, such as closed commerce ecosystems, BNPL solutions and cryptocurrency platforms (including stablecoins), often have a primary focus of enabling payments through ecommerce and mobile channels; however, they are expanding or may expand their offerings to the physical point of sale.
Network Exclusivity and Routing: In the U.S., the Dodd-Frank Act limits network exclusivity and restrictions on merchant routing choice for the debit and prepaid market segments. Other jurisdictions impose similar limitations, such as the IFR’s prohibition in Europe on restrictions that prevent multiple payment brands or functionality on the same card.
Network Exclusivity and Routing: In the U.S., the Dodd-Frank Act limits network exclusivity and restrictions on seller routing choice for the debit and prepaid market segments. Other jurisdictions impose similar limitations, such as the IFR’s prohibition in Europe on restrictions that prevent multiple payment brands or functionality on the same card.
RTP networks can compete with Visa on consumer payments and other payment flows (e.g., B2B and P2P) but can also be customers for value-added services, such as risk management. Digital Wallet Providers: They continue to expand payment capabilities in person and online for consumers and merchants and provide consumers with additional ways to pay.
RTP networks can compete with Visa on consumer payments and other payment flows (e.g., B2B and P2P) but can also be customers for value-added services, such as risk management. Digital Wallet Providers: Digital wallet providers continue to expand payment capabilities in person and online for consumers and sellers and provide consumers with additional ways to pay.
Interchange reimbursement fees reflect the value merchants receive from accepting our products and play a key role in balancing the costs and benefits that account holders and merchants derive from participating in our payments network. Generally, interchange reimbursement fees are paid by acquirers to issuers. We establish default interchange reimbursement fees that apply absent other established settlement terms.
Interchange reimbursement fees reflect the value sellers receive from accepting our products and play a key role in balancing the costs and benefits that account holders and sellers derive from participating in our payments network. Generally, IRFs are paid by acquirers to issuers. We establish default IRFs that apply absent other established settlement terms.
To support small businesses we expanded the small business supplier matching webtool so that it is directly accessible to small and medium size businesses, enhancing their ability to use their cards for business payments. For large business spend, we have been expanding our presence in specific commercial spend verticals, such as fleet and fuel, travel and agriculture.
To support small businesses we expanded the small business supplier matching webtool so that it is directly accessible to small- and medium-size businesses, enhancing their ability to use their payment credentials for business payments. For large business spend, we have been expanding our presence in specific commercial spend verticals, such as fleet and fuel, travel and agriculture.
After the transaction is authorized, the issuer posts the transaction to the consumer’s account and effectively pays the acquirer an amount equal to the value of the transaction, minus the interchange reimbursement fee. The acquirer pays the amount of the purchase, minus the merchant discount rate (MDR), to the merchant.
After the transaction is authorized, the issuer posts the transaction to the consumer’s account and effectively pays the acquirer an amount equal to the value of the transaction, minus the interchange reimbursement fee (IRF). The acquirer pays the amount of the purchase, minus the merchant discount rate (MDR), to the seller.
The content of any of our websites referred to in this report is not incorporated by reference into this report or any other filings with the SEC. 18 Table of Contents
The content of any of our websites referred to in this report is not incorporated by reference into this report or any other filings with the SEC. 20 Table of Contents
Of the 303 billion total transactions, 234 billion were processed by Visa. • We offer a wide range of Visa-branded payment products that our clients, including nearly 14,500 financial institutions, use to develop and offer payment solutions or services, including credit, debit, prepaid and cash access programs for individual, business and government account holders.
Of the 329 billion total transactions, 258 billion were processed by Visa. • We offer a wide range of Visa-branded payment products that our clients, including nearly 14,500 financial institutions, use to develop and offer payment solutions or services, including credit, debit, prepaid and cash access programs for individual, business and government account holders.
Prepaid: Prepaid cards and digital credentials draw from a designated balance funded by individuals, businesses or governments. Prepaid cards address many use cases and needs, including general purpose reloadable, payroll, government and corporate disbursements, healthcare, gift and travel.
Prepaid: Prepaid cards and digital payment credentials draw from a designated balance funded by individuals, businesses or governments. Prepaid cards address many use cases and needs, including general purpose reloadable, payroll, government and corporate disbursements, healthcare, gifting and travel.
Visa-branded prepaid cards also play an important part in financial inclusion, bringing payment solutions to those with limited or no access to traditional banking products. Key Enablers We enable consumer payments and help our clients grow as digital commerce, new technologies and new participants continue to transform the payments ecosystem.
Visa-branded prepaid cards also play an important part in financial inclusion, bringing payment solutions to those with limited or no access to traditional banking products. Key Enablers By enabling CP, we help our clients grow as digital commerce, new technologies and new participants continue to transform the payments ecosystem.
Visa earns revenue by facilitating money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies. 5 Table of Contents Our net revenue in fiscal 2024 consisted of the following: SERVICE REVENUE Earned for services provided in support of client usage of Visa payment services OTHER REVENUE Consist mainly of value-added services related to advisory, marketing and certain card benefits; license fees for use of the Visa brand or technology; and fees for account holder services, certification and licensing DATA PROCESSING REVENUE Earned for authorization, clearing and settlement; value-added services related to issuing, acceptance, and risk and identity solutions; network access; and other maintenance and support services that facilitate transaction and information processing among our clients globally CLIENT INCENTIVES Paid to financial institution clients, merchants and other business partners to grow payments volume; increase Visa product acceptance; encourage merchant acceptance and use of Visa payment services; and drive innovation INTERNATIONAL TRANSACTION REVENUE Earned for cross-border transaction processing and currency conversion activities Please see Item 7 and Note 1—Summary of Significant Accounting Policies to our consolidated financial statements included in Item 8 of this report, which include disclosures on how we earn and recognize our revenue.
Visa earns revenue by facilitating money movement across more than 200 countries and territories, among a global set of consumers, sellers, financial institutions and government entities, through innovative technologies. 5 Table of Contents Our net revenue in fiscal 2025 consisted of the following: SERVICE REVENUE Earned for services provided in support of client usage of Visa’s payment services and value-added services related to certain Issuing Solutions OTHER REVENUE Consists mainly of value-added services primarily related to Advisory and Other Services and certain Issuing Solutions; license fees for use of the Visa brand or technology; and fees for account holder services, certification and licensing DATA PROCESSING REVENUE Earned for authorization, clearing and settlement; value-added services primarily related to Acceptance Solutions, Risk and Security Solutions and certain Issuing Solutions; network access; and other maintenance and support services that facilitate transaction and information processing among our clients globally CLIENT INCENTIVES Paid to financial institution clients, sellers and other business partners to grow payments volume; increase Visa product acceptance; encourage seller acceptance and use of Visa’s payment services; and drive innovation INTERNATIONAL TRANSACTION REVENUE Earned for cross-border transaction processing and currency conversion activities Please see Item 7 and Note 1—Summary of Significant Accounting Policies to our consolidated financial statements included in Item 8 of this report, which include disclosures on how we earn and recognize our revenue.
In addition, we routinely post financial and other information, which could be deemed to be material to investors, on our investor relations website. Information regarding our corporate responsibility and sustainability initiatives is also available on our website at visa.com/crs.
In addition, we routinely post financial and other information, which could be deemed to be material to investors, on our investor relations website. Information regarding our corporate responsibility and sustainability initiatives is also available on our website at corporate.visa.com/en/about-visa/crs/resources.html.
Advisory Services Visa Advisory Services offers deep payments expertise through a global consulting practice, proprietary analytics models, data scientists and economists, marketing services and managed services to deliver insights for issuers, acquirers, merchants, fintechs and other partners that help them make better business decisions and scale their operations.
Advisory and Other Services Visa Advisory Services offers deep payments expertise through a global consulting practice, proprietary analytics models, data scientists and economists, marketing services and managed services to deliver insights for issuers, acquirers, sellers, fintechs and other partners that help them optimize business decisions and scale their operations.
For additional information regarding our human capital management, please see the section titled “Talent and Human Capital Management” in Visa’s 2024 Proxy Statement as well as our website at visa.com/crs , which includes our 2023 Consolidated EEO-1 Report and our 2023 Corporate Responsibility and Sustainability (CRS) Report. See Available Information below.
For additional information regarding our human capital management, please see the section titled “People and Talent Management” in Visa’s 2025 Proxy Statement as well as our website at visa.com/crs , which includes our 2024 Consolidated EEO-1 Report and our 2024 Corporate Responsibility and Sustainability (CRS) Report. See Available Information below.
These competitors may be more concentrated in specific geographic regions, such as Discover in the U.S. and JCB in Japan, or have a leading 14 Table of Contents position in certain countries, such as UnionPay in China.
These competitors may be more concentrated in specific geographic regions, such as Discover in the U.S. and JCB in Japan, or have a leading position in certain countries, such as UnionPay in China.
These default interchange reimbursement fees are set independently from the revenue we receive from issuers and acquirers. Our acquiring clients are responsible for setting the fees they charge to merchants for the MDR and for soliciting merchants. Visa sets fees to acquirers independently from any fees that acquirers may charge merchants.
These default IRFs are set independently from the revenue we receive from issuers and acquirers. Our acquiring clients are responsible for soliciting sellers and for setting the fees they charge to sellers for the MDR. Visa sets fees to acquirers independently from any fees that acquirers may charge sellers.
Our electronic payment competitors principally include: Global or Multi-regional Networks: These networks typically offer a range of branded, general purpose card payment products that consumers can use at millions of merchant locations around the world. Examples include American Express, Diners Club/Discover, JCB, Mastercard and UnionPay.
Our electronic payment competitors principally include the ones listed below. Global or Multi-regional Networks: These networks typically offer a range of branded, general purpose card payment products that consumers can use at millions of merchant locations around the world. Examples include American Express, Diners Club/Discover (now owned by Capital One), JCB, Mastercard and UnionPay.
New Flows Providers: We compete with alternative solutions to our new flows (e.g., Visa Direct and Visa B2B Connect) such as ACH, RTP and wires. We compete with other global and local card networks for commercial card portfolios.
CMS Providers: We compete with alternative solutions to our CMS (e.g., Visa Direct) such as ACH, RTP and wires. We compete with other global and local card networks for commercial card portfolios.
During fiscal 2024, 303 billion payments and cash transactions with Visa’s brand were processed by Visa or other networks, equating to an average of 829 million transactions per day.
During fiscal 2025, 329 billion payments and cash transactions with Visa’s brand were processed by Visa or other networks, equating to an average of 901 million transactions per day.
Open Banking Solutions Since our acquisition of Tink AB, an open banking platform, we continue to accelerate the development and adoption of open banking securely and at scale. Visa’s open banking capabilities range from data access use cases, such as account verification, balance check and personal finance management, to payment initiation capabilities, such as A2A transactions and merchant payments.
In addition, through our open banking platform, Tink, we continue to accelerate the development and adoption of open banking securely and at scale. Visa’s open banking capabilities range from data access use cases, such as account verification, balance check and personal finance management, to payment initiation capabilities, such as A2A transactions and seller payments.
As part of our inclusive “whole person” approach to benefits, Visa offers a robust package of curated tools, resources, and benefits for our employees. While some programs may vary by location, some of our financial benefits include our 401(k) match, employee stock purchase plan and financial wellbeing sessions and resources.
As part of our inclusive “whole person” approach to benefits, Visa offers a robust package of curated tools, resources and benefits for our employees. While programs vary by location, some of our financial benefits include retirement savings, employee stock purchase plan and financial well-being sessions and resources.
European and United Kingdom Regulations and Supervisory Oversight: Visa in Europe continues to be subject to complex and evolving regulation in the EEA and the UK. There are a number of EU regulations that impact our business.
European and United Kingdom Regulations and Supervisory Oversight: Visa in Europe continues to be subject to complex and evolving regulation in the European Economic Area (EEA) and the UK. 19 Table of Contents There are several EU regulations that impact our business.
New Flows Our new flows business is focused on driving digitization and improving the payments and money movement experience across all payment flows, beyond C2B, through our network of networks. These include P2P, B2C, B2B and G2C payments, which provide some of the largest payment opportunities in the world.
Please see our Risk and Security Solutions discussion below. Commercial & Money Movement Solutions CMS is focused on driving digitization and improving the payments and money movement experience across all payment flows, beyond C2B, through our network of networks. These include P2P, B2C, B2B and G2C payments, which provide some of the largest payment opportunities in the world.
AVAILABLE INFORMATION Our corporate website is visa.com/ourbusiness . Our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, proxy statements and any amendments to those reports filed or furnished pursuant to the U.S.
Our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, proxy statements and any amendments to those reports filed or furnished pursuant to the U.S.
In certain countries, the evolving regulatory landscape is creating local networks or enabling additional processing competition. We compete against all forms of payment. These include paper-based payments, primarily cash and checks, and all forms of electronic payments.
These advances are enabling new entrants, many of which depart from traditional network payment models. In certain countries, the evolving regulatory landscape is creating local networks or enabling additional processing competition. We compete against all forms of payment. These include paper-based payments, primarily cash and checks, and all forms of electronic payments.
Includes all consumer, small business and commercial credit, debit and prepaid cards. American Express, Diners Club / Discover, and JCB include business from third-party issuers. JCB figures include other payment-related products and some figures are estimates. Mastercard excludes Maestro and Cirrus figures. (2) Total volume is the sum of payments volume and cash volume.
Includes all consumer, small business and commercial credit, debit and prepaid cards for Visa and Mastercard and includes all consumer, small business and commercial credit cards, including business from third-party issuers, for American Express, Diners Club / Discover, and JCB. JCB figures include other payment-related products and some figures are estimates. Mastercard excludes Maestro and Cirrus figures.
Bank Secrecy Act. In addition, we are subject to economic and trade sanctions programs administered by the Office of Foreign Assets Control (OFAC) in the U.S.
We are also subject to anti-money laundering and anti-terrorist financing laws and regulations, including the U.S. Bank Secrecy Act. In addition, we are subject to economic and trade sanctions programs administered by the Office of Foreign Assets Control (OFAC) in the U.S.
During fiscal 2024, Visa’s total payments and cash volume were $16 trillion, an d we had 4.6 billion payment credentials, which are issued Visa card accounts, that were available to be used at more than 150 million merchant locations worldwide.
During fiscal 2025, Visa’s total payments and cash volume was $17 trillion, and we had nearly 5 billion payment credentials, which are issued Visa card accounts, that were available to be used at more than 175 million merchant locations worldwide.
We have made significant progress across each of these areas and offer more than 200 products and services as of September 30, 2024, many of which are designed to work together to deliver high impact business outcomes. Issuing Solutions Visa DPS is a large issuer processor of Visa debit transactions.
We have made significant progress across each of these areas and offer more than 200 products and services as of September 30, 2025, many of which are designed to work together to deliver high-impact business outcomes.
Therefore, the fees we receive from issuers and acquirers are not derived from interchange reimbursement fees or MDRs. 6 Table of Contents Visa’s strategy is to accelerate our revenue growth in consumer payments, new flows and value-added services, and fortify the key foundations of our business model.
Therefore, the fees we receive from issuers and acquirers are not derived from IRFs or MDRs. 6 Table of Contents Visa’s strategy is to accelerate revenue growth through consumer payments (CP), commercial and money movement solutions (CMS) and value-added services (VAS), as well as fortify the key foundations of our business model.
The integration of technology like generative AI can create new and better offerings that compete with our value-added services, such as strengthened risk monitorization and managing digital identification. Regulatory initiatives could also lead to increased competition in these areas.
These include a wide range of players, such as technology companies, information services and consulting firms, governments and merchant services companies. The integration of technology like GenAI can create new and better offerings that compete with our value-added services, such as strengthened risk monitoring and managing digital identification. Regulatory initiatives could also lead to increased competition in these areas.
We will continue to utilize our network of networks strategy to facilitate the movement of money. We believe Visa is well-positioned competitively due to our global brand, our broad set of payment products, new flows offerings and value-added services and our proven track record of processing payment transactions securely and reliably.
We believe Visa is well-positioned competitively due to our global brand, our broad set of payment products, CMS offerings and value-added services and our proven track record of processing payment transactions securely and reliably.
Mergers and acquisitions, joint ventures and strategic investments complement our internal development and enhance our partnerships to align with Visa’s priorities. Visa applies a rigorous business analysis to our acquisitions, joint ventures and investments to ensure they will differentiate our network, provide value-added services and accelerate growth.
Visa applies a rigorous business analysis to our acquisitions, joint ventures and investments to ensure they will differentiate our network, provide value-added services and accelerate growth.
Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and other laws that generally prohibit the making or offering of improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain an unfair business advantage. We are also subject to anti-money laundering and anti-terrorist financing laws and regulations, including the U.S.
Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and other laws that generally prohibit the making or offering of improper payments to foreign government officials and political 18 Table of Contents figures for the purpose of obtaining or retaining business or to gain an unfair business advantage.
These networks typically focus on debit payment products, and may have strong local acceptance, and recognizable brands. Examples include NYCE, Pulse and STAR in the U.S.; Interac in Canada; and eftpos in Australia.
In some cases, they are owned by financial institutions or payment processors. 17 Table of Contents These networks typically focus on debit payment products, and may have strong local acceptance and recognizable brands. Examples include NYCE, Pulse and STAR in the U.S.; Interac in Canada; and eftpos in Australia.
We continue to see opportunity for growth as businesses seek simple digital experiences, similar to those available to consumers. Visa offers a holistic suite of tailored solutions for businesses – providing payment, reconciliation, and data to help manage working capital and drive efficiency, set spend controls, manage expenses, and automate payment processes.
Visa offers a holistic suite of tailored solutions for businesses, providing payment, reconciliation and data to help manage working capital and drive efficiency, set spend controls, manage expenses and automate payment processes.
Our portfolio of commercial payments solutions includes small business cards, corporate (travel) cards, purchasing cards, virtual cards and digital credentials. Businesses look to optimize processes and effectively manage working capital by utilizing our commercial payments solutions.
(3) Visa analysis based on third-party studies as of 2022. 10 Table of Contents Our portfolio of commercial payments solutions includes small business cards, corporate (travel) cards, purchasing cards, virtual cards and digital payment credentials. Businesses look to optimize processes and effectively manage working capital by utilizing our commercial payments solutions.
However, merchants’ ability to surcharge varies by geographic market as well as Visa product type, and continues to be impacted by litigation, regulation and legislation. 16 Table of Contents Privacy, Data Use, AI and Cybersecurity: Aspects of our operations or business are subject to increasingly complex and fragmented data-related regulations, including with respect to privacy, data use, AI and cybersecurity, which impact the way we collect, use and handle data, operate our products and services and even impact our ability to offer a product or service.
Privacy, Data Use, AI and Cybersecurity: Aspects of our operations or business are subject to increasingly complex and fragmented data-related regulations, including with respect to privacy, data use, AI and cybersecurity, which impact the way we collect, use and handle data, operate our products and services and even impact our ability to offer a product or service.
The Visa Protect suite of solutions include a range of products that empower financial institutions and merchants with tools that facilitate automation, simplify fraud prevention and enhance payment security, such as: Visa Consumer Authentication Service, Visa Protect Authentication Intelligence, and Visa Provisioning Intelligence.
Transaction Risk includes the Visa Protect suite of solutions with a range of products that empower financial institutions and sellers with tools that facilitate automation, simplify fraud prevention and enhance payment security, such as Visa Consumer Authentication Service, Visa Advanced Authorization and Visa Provisioning Intelligence. These offerings highlight our AI and machine learning capabilities.
Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks. Local and Regional Networks: Operated in many countries, these networks often have the support of government influence or mandate. In some cases, they are owned by financial institutions or payment processors.
(2) Total volume is the sum of payments volume and cash volume. Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks. Local and Regional Networks: Operated in many countries, these networks often have the support of government influence or mandate.
In fiscal 2025, we plan to launch Visa A2A in the UK, an open system bringing standards, rules and a dispute management service to eligible banks and businesses, enabling them to provide consumers with a more streamlined bill payment experience.
These capabilities can help our partner businesses deliver valuable services 13 Table of Contents to their customers. In fiscal 2025, we launched Visa A2A in the UK, an open system bringing standards, rules and a dispute management service to eligible banks and businesses, enabling them to provide consumers with a more streamlined bill payment experience.
In line with our commitment to an expansive and diverse range of partnerships for the benefit of our stakeholders, Visa is a sponsor of top entertainment and sports properties including the FIFA World Cup 2026 TM , the Olympic and Paralympic Games, the National Football League, the Red Bull Formula One Teams — the Oracle Red Bull Racing Team and the Visa Cash App RB Formula One Team.
In line with our commitment to an expansive and diverse range of partnerships for the benefit of our stakeholders, Visa is a sponsor of top entertainment and sports events including the FIFA World Cup 2026 TM , the Olympic and Paralympic Games and the Super Bowl.
Our payments ecosystem risk and control team continually monitors threats to the payments ecosystem to help ensure attacks are detected and prevented efficiently and effectively through pairing our AI capabilities with our security experts.
Our payments ecosystem risk and control team continually monitors threats to the payments ecosystem to help ensure attacks are detected and prevented efficiently and effectively through the pairing of our AI capabilities with our security experts. Government Affairs Our team of Government Affairs professionals engage with governments across the more than 200 countries and territories where Visa operates.
The UPLIFT program also drives Visa’s culture by grounding the recognition categories in Visa’s Leadership Principles – further reinforcing that at Visa, it is not only about what you achieve, but how you do it.
In fiscal 2025, users with active participation in the UPLIFT platform as a percentage of all users remained strong at 76%.The UPLIFT program also drives Visa’s culture by grounding the recognition categories in our Visa Leadership Principles (VLPs), further reinforcing that at Visa, it is not only about what you achieve, but how you do it.
Click to Pay Click to Pay provides a simplified and more consistent cardholder checkout experience online by removing time-consuming key entry of personal information and enabling consumer and transaction data to be passed securely between payments network participants.
Building on these capabilities, we are progressing beyond earlier implementations like Click to Pay, which provides a simplified and more consistent ecommerce checkout experience by removing time-consuming key entry of personal 8 Table of Contents information and enabling consumer and transaction data to be passed securely between payments network participants.
OUR CORE BUSINESS In a typical Visa C2B payment transaction, the consumer purchases goods or services from a merchant using a Visa card or payment product. The merchant presents the transaction data to an acquirer, usually a bank or third-party processing firm that supports acceptance of Visa cards or payment products, for verification and processing.
The seller presents the transaction data to an acquirer, usually a bank or third-party processing firm that supports acceptance of Visa cards or payment products, for verification and processing.
Existing and emerging competitors compete with Visa’s network and payment solutions for consumers and for participation by financial institutions and merchants. Technology and innovation are shifting consumer habits and driving growth opportunities in ecommerce, mobile payments, blockchain technology and digital currencies. These advances are enabling new entrants, many of which depart from traditional network payment models.
Existing and emerging competitors compete with Visa’s network and payment solutions for consumers and for participation by financial institutions and sellers. Technology and innovation are shifting consumer habits and driving growth opportunities in ecommerce, GenAI agent-based commerce, mobile payments, blockchain technology and digital currencies, including stablecoins.
(1) • We take an open partnership approach and seek to provide value by enabling access to our global network, including offering our technology capabilities through application programming interfaces (APIs).
(1) • We take an open partnership approach and seek to provide value by enabling access to our global network through multiple integration methods, including programmatic access via application programming interfaces (APIs) and structured data exchange through our Model Context Protocol (MCP) server.
Our 2023 CRS Report, as well as other CRS-related resources are available on our website at visa.com/crs . See Available Information below. INTELLECTUAL PROPERTY We own and manage the Visa brand, which stands for acceptance, security, convenience, speed and reliability. Our portfolio of Visa-owned trademarks is important to our business.
See Available Information below. INTELLECTUAL PROPERTY We own and manage the Visa brand, which stands for acceptance, security, convenience, speed and reliability. Our portfolio of Visa-owned trademarks is important to our business. Generally, trademark registrations are valid indefinitely as long as they are in use and/or maintained.
Please see Our Core Business discussion below. As the payments ecosystem continues to evolve, we have broadened this model to include digital banks, digital wallets and a range of financial technology companies (fintechs), governments and non-governmental organizations (NGOs). We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through VisaNet.
As the payments ecosystem continues to evolve, we have broadened this model to include digital banks, digital wallets, a range of financial technology companies (fintechs), governments and non-governmental organizations (NGOs).
In the U.S., for example, the Federal Banking Agencies (FBA) (formerly known as the Federal Financial Institutions Examination Council) has supervisory oversight over Visa under applicable federal banking laws and policies as a technology service provider to U.S. financial institutions.
Supervisory Oversight of the Payments Industry: Visa is subject to financial sector oversight and regulation in substantially all of the jurisdictions in which we operate. In the U.S., for example, the Federal Banking Agencies (FBA) have supervisory oversight over Visa under applicable federal banking laws and policies as a technology service provider to U.S. financial institutions.
Visa Direct enables P2P payments and account-to-account (A2A) transfers, business and government payouts to individuals or small businesses, merchant settlements and refunds, among other use cases, across more than 195 countries and territories.
The Visa Direct platform facilitates domestic and cross-border money movement, enabling clients to collect, hold, convert and send funds across our network. Visa Direct enables P2P payments and A2A transfers, business and government payouts to individuals or small businesses, seller settlements and refunds, among other use cases, across more than 195 countries and territories.
In addition to multi-network transaction processing, Visa DPS also provides a wide range of value-added services, including fraud mitigation, dispute management, data analytics, campaign management, a suite of digital solutions and contact center services.
Our last two solutions are Issuer Processing and Core Banking, which are primarily delivered by our Visa DPS and Pismo platforms. Visa DPS is a large issuer processor of multi-network transactions, which also provides a wide range of value-added services, including fraud mitigation, dispute management, data analytics, campaign management, a suite of digital solutions and contact center services.
Talent Attracting, developing and advancing the best talent globally is critical to our continued success. This year, we grew our total workforce from approximately 28,800 in fiscal 2023 to approximately 31,600 employees in fiscal 2024, an increase of 10 percent year over year. Voluntary workforce turnover (rolling 12-month attrition) was 5 percent as of September 30, 2024.
This year, we grew our total workforce from approximately 31,600 in fiscal 2024 to approximately 34,100 employees in fiscal 2025, an increase of 8% year-over-year. As of September 30, 2025, our voluntary workforce turnover (rolling 12-month attrition) was approximately 6%.
Using the Visa Acceptance Platform, acquirers, payment service providers, independent software vendors and merchants can improve the way their consumers engage and transact; help to mitigate fraud and lower operational costs; and adapt to changing business requirements. They can also connect with other fintechs through a global payment management platform to use their services.
Using the Visa Acceptance Platform, acquirers, payment service providers, independent software vendors and sellers can improve the way their consumers engage and transact, while helping to mitigate fraud and lower operational costs. These solutions enable them to enhance, complement or supplement their existing payment services to adapt to changing business requirements.
In October 2024, the CFPB in the United States issued a final rule on personal financial data rights that would provide consumers (and third parties 17 Table of Contents authorized by consumers) with access to consumers’ financial data. These changes have the potential to change the competitive landscape, which would present new challenges and opportunities to our business.
In October 2024, the CFPB in the U.S. issued a final rule on personal financial data rights that would provide consumers (and third parties authorized by consumers) with access to consumers’ financial data.
Visa’s network of networks approach creates opportunities by facilitating person-to-person (P2P), business-to-consumer (B2C), business-to-business (B2B) and government-to-consumer (G2C) payments, in addition to consumer to business (C2B) payments. • We provide value-added services to our clients, including issuing solutions, acceptance solutions, risk and identity solutions, open banking solutions and advisory services. • We invest in and promote our brand to the benefit of our clients and partners through advertising, promotional and sponsorship initiatives with the International Olympic Committee, the International Paralympic Committee, the National Football League, and the Red Bull Formula One Teams — the Oracle Red Bull Racing Team and the Visa Cash App RB Formula One Team, among others.
(1) Data provided to Visa by acquiring institutions and other third parties as of June 30, 2025. 4 Table of Contents • We provide value-added services to our clients, including Issuing Solutions, Acceptance Solutions, Risk and Security Solutions and Advisory and Other Services. • We invest in and promote our brand to benefit our clients and partners through advertising, promotional and sponsorship initiatives with the International Olympic Committee, the International Paralympic Committee, the National Football League, the FIFA World Cup 2026 TM and the Red Bull Formula One Teams (the Oracle Red Bull Racing Team and the Visa Cash App RB Formula One Team), among others.
No-surcharge Rules: We have historically enforced rules that prohibit merchants from charging higher prices to consumers who pay using Visa products instead of other means.
No-surcharge Rules: We have historically enforced rules that prohibit sellers from charging higher prices to consumers who pay using Visa products instead of other means. However, sellers’ ability to surcharge varies by geographic market as well as Visa product type, and continues to be impacted by litigation, regulation and legislation.
Using an omnichannel solution with a cloud-based architecture, Visa Acceptance Solutions capabilities, which includes Cybersource and Authorize.net, provide new and enhanced payment integrations with ecommerce platforms, enabling sellers and acquirers to provide tailored commerce experiences with payments seamlessly embedded. In addition, Visa Acceptance Solutions provide secure, reliable services for merchants and acquirers that reduce friction and drive acceptance.
Built on a cloud-based architecture, our Acceptance Platform solutions such as Cybersource and Authorize.net provide new and enhanced omnichannel payment integrations with ecommerce platforms, enabling sellers and acquirers to provide tailored commerce experiences with seamlessly embedded payments tools.
Finally, Visa Risk Manager with scheme agnostic Visa Advanced Authorization is a comprehensive AI-powered fraud risk management solution. Visa’s value-added fraud prevention tools layer on top of a suite of our network programs that protect the safety and integrity of the payment ecosystem, help to prevent, detect and mitigate threats.
Visa’s value-added fraud prevention tools layer on top of a suite of our network programs that protect the safety and integrity of the payment ecosystem, and help to prevent, detect and mitigate threats. In addition, Visa's Cybersource Decision Manager helps our seller and acquirer clients manage and reduce fraud in payments acceptance.
ITEM 1. Business OVERVIEW Visa is one of the world’s leaders in digital payments. Our purpose is to uplift everyone, everywhere by being the best way to pay and be paid. We facilitate global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies.
ITEM 1. Business OVERVIEW Visa is one of the world’s leaders in digital payments. Our purpose is to uplift everyone, everywhere by being the best way to pay and be paid. Since Visa’s early days in 1958, we have been in the business of facilitating secure, reliable and efficient global commerce and money movement.
Operating as the payments consulting arm of Visa, Visa Consulting and Analytics (VCA) utilizes our payments expertise and economic intelligence to identify actionable insights, make recommendations and help implement solutions. VCA is comprised of specialized advisory practices such as: strategy and commercial money movement, portfolio optimization, digital, AI, risk and implementation support, which drive measurable outcomes for our clients.
Operating as the payments consulting arm of Visa, Visa Consulting and Analytics (VCA) utilizes our payments expertise and economic intelligence to identify actionable insights, make recommendations and help implement solutions.
Our UPLIFT program is designed to drive engagement and innovation by enabling employees to recognize, appreciate and celebrate each other, no matter their role or level.
In recent years, Visa has prioritized and invested in employee recognition, which in turn drives engagement and innovation. Our UPLIFT program enables employees to recognize, appreciate and celebrate each other, no matter their role or level.
The following chart compares our network with certain network competitors for calendar year 2023 (1) : Visa American Express Diners Club / Discover JCB Mastercard Payments Volume ($B) 12,620 1,665 256 321 7,344 Total Volume ($B) (2) 15,114 1,680 272 329 9,029 Total Transactions (B) 284 12 4 7 184 Cards (M) 4,484 141 72 156 2,948 (1) American Express, Diners Club / Discover, JCB and Mastercard data sourced from The Nilson Report issue 1264 (May 2024).
The following chart compares our network with certain network competitors for calendar year 2024 (1) : Visa American Express Diners Club / Discover JCB Mastercard Payments Volume ($B) 13,433 1,750 253 319 8,014 Total Volume ($B) (2) 15,927 1,765 266 327 9,757 Total Transactions (B) 311 12 4 7 204 Cards (M) 4,805 147 72 167 3,146 (1) American Express, Diners Club / Discover, JCB and Mastercard data sourced from The Nilson Report issue 1288 (June 2025).
Core Products Visa’s growth has been driven by the strength of our core products — credit, debit and prepaid. Credit: Credit cards and digital credentials allow consumers and businesses to access credit to pay for goods and services. Credit cards are affiliated with programs operated by financial institution clients, co-brand partners, fintechs and affinity partners.
Credit cards are affiliated with programs operated by financial institution clients, co-brand partners, fintechs and affinity partners. Debit: Debit cards and digital payment credentials allow consumers and small businesses to purchase goods and services using funds held in their deposit accounts.
Visa Direct utilizes more than 75 domestic payment schemes, more than 15 real-time payments schemes, more than 15 card-based networks and more than five payment gateways, with the potential to reach more than 11.0 billion endpoints, through 4.0 billion cards, 3.5 billion bank accounts and 3.5 billion digital wallets.
Visa Direct utilizes more than 90 domestic payment schemes and more than 60 card and wallet networks, with the potential to reach approximately 12 billion endpoints, through approximately 4 billion cards, bank accounts and digital wallets, respectively. In fiscal 2025, Visa Direct processed more than 12.5 billion transactions for more than 650 partners.
Value-Added Services Value-added services represent an opportunity for us to diversify our revenue with products and solutions that help our clients and partners optimize their performance, differentiate their offerings and create better experiences for their customers. Our comprehensive suite of value-added services spans five categories — Issuing Solutions, Acceptance Solutions, Risk and Identity Solutions, Open Banking Solutions and Advisory Services.
Value-Added Services VAS represents approximately a $520 billion annual revenue opportunity (4) for us to diversify our revenue with products and solutions that help our clients and partners optimize their performance, differentiate their offerings and create better experiences for their consumers.
In fiscal 2024, we completed our acquisition of Pismo, and entered into definitive agreements to acquire a majority interest in Prosa, a leading payments processor in Mexico, and to acquire Featurespace, a developer of real-time AI payments protection technology that prevents and mitigates payments fraud and financial crime risks. After closing, Prosa will continue to operate as an independent company.
In fiscal 2024, we completed our acquisition of Pismo, a global cloud-native issuer processing and core banking platform with operations in Latin America, Asia Pacific and Europe, and we entered into a definitive agreement to acquire a majority interest in Prosa, a leading payments processor in Mexico. After closing, Prosa will continue to operate as an independent company.
Since Visa’s early days in 1958, we have been in the business of facilitating payments between consumers and businesses. We are focused on extending, enhancing and investing in our proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating payment transactions to multiple endpoints through various form factors.
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 committed to advancing innovation within the payment technology sector.
Generally, trademark registrations are valid indefinitely as long as they are in use and/or maintained. We give our clients access to these assets through agreements with our issuers and acquirers, which authorize the use of our trademarks in connection with their participation in our payments network.
We give our clients access to these assets through agreements with our issuers and acquirers, which authorize the use of our trademarks in connection with their participation in our payments network. Additionally, we own many patents and patent applications related to our business and continue to pursue patents in emerging technologies that may have applications in our business.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCurrently, international payment networks like Visa are unable to participate in UPI. • Parties that process our transactions may try to minimize or eliminate our position in the payments value chain. • Parties that access our payment credentials, tokens and technologies, including clients, technology solution providers or others might be able to migrate or steer account holders and other clients to alternative payment methods or use our payment credentials, tokens and technologies to establish or help bolster alternate payment methods and platforms. • Participants in the payments industry may merge, form joint ventures or enable or enter into other business combinations that strengthen their existing business propositions or create new, competing payment services. • New or revised industry standards related to online checkout and web payments, cloud-based payments, tokenization or other payments-related technologies set by individual countries, regions or organizations such as the International Organization for Standardization, American National Standards Institute, World Wide Web Consortium, European Card Standards Group, PCI Co, Nexo and EMVCo may result in additional costs and expenses for Visa and its clients, or otherwise negatively impact the functionality and competitiveness of our products and services.
Biggest changeIn more mature markets, stablecoins could achieve broad adoption through regulated issuance by traditional banks, fintechs and other new entrants, as well as by being integrated in closed loop systems operated by large digital ecosystems and platforms. • Parties that access our payment credentials, tokens and technologies, including clients, technology solution providers or others might be able to migrate or steer account holders and other clients to alternative payment methods or use our payment credentials, tokens and technologies to establish or help bolster alternate payment methods and platforms. • Participants in the payments industry may merge, form joint ventures or enable or enter into other business combinations or bilateral agreements that strengthen their existing business propositions or create new, competing payment services.
We may not achieve the anticipated benefits of our current and future acquisitions, joint ventures or strategic investments and they may involve significant risks and uncertainties, including: • disruption to our ongoing business, including diversion of resources and management’s attention from our existing business; • greater than expected investment of resources or operating expenses; • failure to adequately develop or integrate our acquired entities or joint ventures; • the data security, cybersecurity and operational resilience posture of our acquired entities, joint ventures or companies we invest in or partner with, may not be adequate and may be more susceptible to a system failure, service disruption or cyber incident or attack; • difficulty, expense or failure of implementing controls, procedures and policies at our acquired entities or joint ventures; • challenges of integrating new employees, business cultures, business systems and technologies; • failure to retain employees, clients or partners of our acquired entities or joint ventures; 31 Table of Contents • in the case of foreign acquisitions, risks related to the integration of operations across different cultures and languages; • disruptions, costs, liabilities, judgments, settlements or business pressures resulting from litigation matters, investigations or legal proceedings involving our acquisitions, joint ventures or strategic investments; • the inability to pursue aspects of our acquisitions or joint ventures due to outcomes in litigation matters, investigations or legal proceedings; • failure to obtain the necessary government or other approvals at all, on a timely basis or without the imposition of burdensome conditions or restrictions; • the economic, political, regulatory and compliance risks associated with our acquisitions, joint ventures or strategic investments, including when entering into a new business or operating in new regions or countries.
We may not achieve the anticipated benefits of our current and future acquisitions, joint ventures or strategic investments and they may involve significant risks and uncertainties, including: • disruption to our ongoing business, including diversion of resources and management’s attention from our existing business; • greater than expected investment of resources or operating expenses; 33 Table of Contents • failure to adequately develop or integrate our acquired entities or joint ventures; • the data security, cybersecurity and operational resilience posture of our acquired entities, joint ventures or companies we invest in or partner with, may not be adequate and may be more susceptible to a system failure, service disruption or cyber incident or attack; • difficulty, expense or failure of implementing controls, procedures and policies at our acquired entities or joint ventures; • challenges of integrating new employees, business cultures, business systems and technologies; • failure to retain employees, clients or partners of our acquired entities or joint ventures; • in the case of foreign acquisitions, risks related to the integration of operations across different cultures and languages; • disruptions, costs, liabilities, judgments, settlements or business pressures resulting from litigation matters, investigations or legal proceedings involving our acquisitions, joint ventures or strategic investments; • the inability to pursue aspects of our acquisitions or joint ventures due to outcomes in litigation matters, investigations or legal proceedings; • failure to obtain the necessary government or other approvals at all, on a timely basis or without the imposition of burdensome conditions or restrictions; • the economic, political, regulatory and compliance risks associated with our acquisitions, joint ventures or strategic investments, including when entering into a new business or operating in new regions or countries.
The risks created by a new law, regulation or regulatory outcome in one jurisdiction have the potential to be replicated and to negatively affect our business in another jurisdiction or in other product offerings. For example, our settlement with the European Commission on cross-border interchange rates has drawn preliminary attention from some regulators in other parts of the world.
The risks created by a new law, regulation or regulatory outcome in one jurisdiction have the potential to be replicated and to negatively affect our business in another jurisdiction or in other product offerings. For example, our settlement with the European Commission on cross-border interchange rates has drawn attention from some regulators in other parts of the world.
Further, in certain circumstances, our financial institution clients may decide to terminate our contractual relationship on relatively short notice without paying significant early termination fees. Because a significant portion of our net revenue is concentrated among our largest clients, the loss of business from any one of these larger clients could harm our business, results of operations and financial condition.
In certain circumstances, our financial institution clients may decide to terminate our contractual relationship on relatively short notice without paying significant early termination fees. Because a significant portion of our net revenue is concentrated among our largest clients, the loss of business from any one of these larger clients could harm our business, results of operations and financial condition.
Further, as we develop integrated and personalized products and services and acquire new companies to meet the needs of a changing marketplace, we may expand our data profile through additional data types and sources, across multiple channels, and involving new partners. This potential expansion could amplify the impact of these various laws and regulations on our business.
As we develop integrated and personalized products and services and acquire new companies to meet the needs of a changing marketplace, we may expand our data profile through additional data types and sources, across multiple channels, and involving new partners. This potential expansion could amplify the impact of these various laws and regulations on our business.
In addition, we may pursue additional strategic objectives, such as additional exchange offers, which can divert resources and management’s attention from our existing business and, if unsuccessful, may harm our business and reputation. We may be unable to attract, hire and retain a highly qualified and diverse workforce, including key management.
In addition, we may pursue additional strategic objectives, such as additional exchange offers, which can divert resources and management’s attention from our existing business and, if unsuccessful, may harm our business and reputation. We may be unable to attract, hire and retain a highly qualified workforce, including key management.
The talents and efforts of our employees, particularly our key management, are vital to our success. The market for highly skilled workers and leaders in our industry, especially in fintech, technology, cybersecurity and other specialized areas, is extremely competitive. Our management team has significant industry experience and would be difficult to replace.
The talents and efforts of our employees, particularly our key management, are vital to our success. The market for highly skilled workers and leaders in our industry, especially in fintech, technology, AI, cybersecurity and other specialized areas, is extremely competitive. Our management team has significant industry experience and would be difficult to replace.
Our brand reputation may also be negatively impacted by a number of factors, including authorization, clearing and settlement service disruptions; data security breaches; compliance failures by Visa, including by our employees, agents, clients, partners or suppliers; failure to meet expectations of our clients, consumers, or other stakeholders; negative perception of our industry, the industries of our clients, Visa-accepting merchants, or our clients’ customers and agents, including third-party payments providers; ill-perceived actions or affiliations by clients, partners or other third parties, such as sponsorship or co-brand partners; and fraudulent, or illegal activities using our payment products or services, and which we may not always be in a position to detect and/or prevent from occurring over our network.
Our brand reputation may also be negatively impacted by a number of factors, including authorization, clearing and settlement service disruptions; data security breaches; compliance failures by Visa, including by our employees, agents, clients, partners or suppliers; failure to meet expectations of our clients, consumers or other stakeholders; negative perception of our industry, the industries of our clients, Visa-accepting sellers, or our clients’ customers and agents, including third-party payments providers; ill-perceived actions or affiliations by clients, partners or other third parties, such as sponsorship or co-brand partners; and fraudulent, or illegal activities using our payment products or services, and which we may not always be in a position to detect and/or prevent from occurring over our network.
Due to our inability to manage the end-to-end processing of transactions for cards in certain countries (e.g., Thailand), we depend on our close working relationships with our clients or third-party service providers to ensure transactions involving our products are processed effectively.
Due to our inability to manage the end-to-end processing of transactions for cards in certain countries (e.g., Thailand, Mexico), we depend on our close working relationships with our clients or third-party service providers to ensure transactions involving our products are processed effectively.
In general, national laws that protect or otherwise support domestic providers or processing may increase our costs; decrease our payments volumes and impact the net revenue we generate in those countries; decrease the number of Visa products issued or processed; impede us from utilizing our global processing capabilities and controlling the quality of the services supporting our brands; restrict our activities; limit our growth and the ability to introduce new products, services and innovations; force us to leave countries or prevent us from entering new markets; and create new competitors, all of which could harm our business.
In general, national laws that protect or otherwise support domestic providers or processing may increase our costs; decrease our payments volume and impact the net revenue we generate in those countries; decrease the number of Visa products issued or processed; impede us from utilizing our global processing capabilities and controlling the quality of the services supporting our brands; restrict our activities; limit our growth and the ability to introduce new products, services and innovations; force us to leave countries or prevent us from entering new markets; and create new competitors, all of which could harm our business.
In the context of AI development, risks include those related to intellectual property considerations, the collection and use of personal information, third party risks, technical limitations of algorithms and the accuracy of training data, and compliance with emerging AI legal standards.
In the context of AI development, risks include those related to intellectual property considerations, the collection and use of personal data, third party risks, technical limitations of algorithms and the accuracy of training data, and compliance with emerging AI legal standards.
Our indemnification exposure is generally limited to the amount of unsettled Visa card payment transactions at any point in time and any subsequent amounts that may fall due relating to adjustments for previously processed transactions.
Our indemnification exposure is generally limited to the amount of unsettled Visa card payment transactions at any point in time and any subsequent amounts that may fall due to adjustments for previously processed transactions.
In addition, outbreaks of illnesses, pandemics like COVID-19, or other local or global health issues, political uncertainties, international hostilities, armed conflicts, wars, civil unrest, climate-related events, including the increasing frequency of extreme weather events, impacts to the power grid, and natural disasters have to varying degrees negatively impacted our operations, clients, third-party suppliers, activities, and cross-border travel and spend.
In addition, outbreaks of illnesses, pandemics like COVID-19, or other local or global health issues, political uncertainties, international hostilities, armed conflicts, wars, civil unrest, climate-related events, including the increasing frequency of extreme weather events, impacts on or failures of the power grid, and natural disasters have to varying degrees negatively impacted our operations, clients, third-party suppliers, activities, and cross-border travel and spend.
Our brand could also be negatively impacted when our products are used to facilitate payment for legal, but controversial, products and services, including, adult content, cryptocurrencies, firearms, and gambling activities.
Our brand could also be negatively impacted when our products are used to facilitate payment for legal, but controversial, products and services, including adult content, firearms and gambling activities.
Additionally, these risks could be exacerbated if our financial institution partners and/or merchants fail to maintain necessary controls to ensure the legality of these transactions, if any legal liability associated with such goods or services is extended to ancillary participants in the value chain like payments networks, or if our network and industry become entangled in political or social debates concerning such legal, but controversial, commerce.
Additionally, these risks could be exacerbated if our financial institution partners and/or sellers fail to maintain necessary controls to ensure the legality of these transactions, if any legal liability associated with such goods or services is extended to ancillary participants in the value chain like payments networks, or if our network and industry become entangled in political or social debates concerning such legal, but controversial, commerce.
Regulators around the world increasingly take note of each other’s approaches to regulating the payments industry. Consequently, a development in one jurisdiction may influence regulatory approaches in another.
Regulators around the world increasingly take note of each other’s approaches to regulating the payments industry. Consequently, development in one jurisdiction may influence regulatory approaches in another.
Consequently, changes to these fees, whether voluntarily or by mandate, can substantially affect our overall payments volumes and net revenue. Interchange reimbursement fees, certain operating rules and related practices continue to be subject to increased government regulation globally, and regulatory authorities and central banks in a number of jurisdictions have reviewed or are reviewing these fees, rules, and practices.
Consequently, changes to these fees, whether voluntarily or by mandate, can substantially affect our overall payments volume and net revenue. Interchange reimbursement fees, certain operating rules and related practices continue to be subject to increased government regulation globally, and regulatory authorities and central banks in a number of jurisdictions have reviewed or are reviewing these fees, rules and practices.
With respect to our series A, B and C preferred stock, voting rights are limited to proposed consolidations or mergers in which holders of the series A, B and C preferred stock would receive shares of stock or other equity securities with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock; or, in the case of series B and C preferred stock, holders would receive securities, cash or other property that is different from what our class A common stockholders would receive.
With respect to our series A, B and C preferred stock, voting rights are limited to proposed consolidations or mergers in which holders of the series A, B and C preferred stock would receive shares of stock or other equity securities with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock; or, in the case of series B and C preferred stock, holders would receive securities, cash or other property that is different from what our class A common shareholders would receive.
Public authorities may also impose regulatory requirements that favor domestic providers or mandate that domestic payments or data processing be performed entirely within that country, which could prevent us from managing the end-to-end processing of certain transactions. In China, UnionPay remains the predominant processor of domestic payment card transactions and operates the predominant domestic acceptance mark.
Public authorities may also impose regulatory requirements that favor domestic providers or mandate that domestic payments or data processing be performed entirely within that country, which could prevent us from managing the end-to-end processing of certain transactions. In China, UnionPay remains the predominant processor of domestic payment card transactions and operates the predominant domestic acceptance market.
This may result in a lack of consistent or meaningful comparative data from period to period or between us and other companies in the same industry. Further, where new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations.
This may result in a lack of consistent or meaningful comparative data from period to period or between us and other companies in the same industry. Furthermore, where new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations.
Additionally, the Dodd-Frank Act limits issuers’ and payment networks’ ability to adopt network exclusivity and preferred routing in the debit and prepaid area, which also impacts our business. In response to merchant requests, the Federal Reserve has recently taken actions to revisit its regulations that implement these aspects of the Dodd-Frank Act.
Additionally, the Dodd-Frank Act limits issuers’ and payment networks’ ability to adopt network exclusivity and preferred routing in the debit and prepaid area, which also impacts our business. In response to seller requests, the Federal Reserve has recently taken actions to revisit its regulations that implement these aspects of the Dodd-Frank Act.
Some of our competitors, including American Express, Discover, private-label card networks, virtual currency providers, technology companies that enable the exchange of digital assets, and certain alternative payments systems like Alipay and WeChat Pay, operate closed-loop payments systems, with direct connections to both merchants and consumers.
Some of our competitors, including American Express, Discover, private-label card networks, virtual currency providers, technology companies that enable the exchange of digital assets, and certain alternative payments systems like Alipay and WeChat Pay, operate closed-loop payments systems, with direct connections to both sellers and consumers.
These include up-front cash payments, fee discounts, rebates, credits, performance-based incentives, marketing and other support payments that impact our net revenue and profitability. In addition, we offer incentives to certain merchants and acquirers to encourage them to route transactions to Visa. Pressures on pricing, incentives, fee discounts and rebates could moderate our growth.
These include up-front cash payments, fee discounts, rebates, credits, performance-based incentives, marketing and other support payments that impact our net revenue and profitability. In addition, we offer incentives to certain sellers and acquirers to encourage them to route transactions to Visa. Pressures on pricing, incentives, fee discounts and rebates could moderate our growth.
When we cannot set default interchange reimbursement rates at optimal levels, issuers and acquirers may find our payments system less attractive. This may increase the attractiveness of other payments systems, such as our competitors’ closed-loop payments systems with direct connections to both merchants and consumers.
When we cannot set default interchange reimbursement rates at optimal levels, issuers and acquirers may find our payments system less attractive. This may increase the attractiveness of other payments systems, such as our competitors’ closed-loop payments systems with direct connections to both sellers and consumers.
If we are not able to implement cost containment and productivity initiatives in other areas of our business or grow our volumes in other ways to offset or absorb the financial impact of these incentives, fee discounts and rebates, it may harm our net revenue and profits.
If we are not able to implement cost containment and productivity initiatives in other areas of our business or grow our volume in other ways to offset or absorb the financial impact of these incentives, fee discounts and rebates, it may harm our net revenue and profits.
From time to time, our relationships may be affected by actions of our clients and industry participants that may materially and adversely impact our business, products or services, and to the extent we or such parties fail to perform or deliver adequate services or comply with regulatory obligations, it may result in negative experiences for account holders or others when using their Visa-branded payment products, which could harm our business and reputation.
From time to time, our relationships may be affected by actions of our clients and industry participants that may materially and adversely impact our business, products or services, and to the extent we or such parties fail to perform or deliver 29 Table of Contents adequate services or comply with regulatory obligations, it may result in negative experiences for account holders or others when using their Visa-branded payment products, which could harm our business and reputation.
Our financial institution clients and merchants can reassess their commitments to us at any time or develop their own competitive services. While we have certain contractual protections, our clients, including some of our largest clients, generally have flexibility to issue non-Visa products.
Our financial institution clients and sellers can reassess their commitments to us at any time or develop their own competitive services. While we have certain contractual protections, our clients, including some of our largest clients, generally have flexibility to issue non-Visa products.
We are also aware of instances where governments have directed or sponsored attacks against some of our financial institution clients, and other instances where merchants and issuers have encountered substantial data security breaches affecting their customers, some of whom were Visa account holders.
We are also aware of instances where governments have directed or sponsored attacks against some of our financial institution clients, and other instances where sellers and issuers have encountered substantial data security breaches affecting their customers, some of whom were Visa account holders.
In addition, the sale of significant portions of converted class A common stock could adversely impact the market price of our existing class A common stock. Holders of our class B-1, B-2 and C common stock and series A, B and C preferred stock may have different interests than our class A common stockholders concerning certain significant transactions.
In addition, the sale of significant portions of converted class A common stock could adversely impact the market price of our existing class A common stock. Holders of our class B-1, B-2 and C common stock and series A, B and C preferred stock may have different interests than our class A common shareholders concerning certain significant transactions.
In addition, changes in existing laws in the U.S. or foreign jurisdictions, including unilateral actions of foreign jurisdictions to introduce digital services taxes, or changes resulting from the Organization for Economic Cooperation and Development’s proposals for modernizing the international tax system, including the introduction of a global minimum tax with widespread implementation by member countries expected by 2025, may also materially affect our effective tax rate and could increase our tax payments.
In addition, changes in existing laws in the U.S. or foreign jurisdictions, including unilateral actions of foreign jurisdictions to introduce digital services taxes, or changes resulting from the Organization for Economic Cooperation and Development’s proposals for the international tax system, including the introduction of a global minimum tax with widespread implementation by member countries, may also materially affect our effective tax rate and could increase our tax payments.
Our failure to compete effectively in light of any such developments could harm our business and prospects for future growth. Our net revenue and profits are dependent on our client and merchant base, which may be costly to win, retain and develop.
Our failure to compete effectively in light of any such developments could harm our business and prospects for future growth. Our net revenue and profits are dependent on our client and seller base, which may be costly to win, retain and develop.
Even though we generally do not receive any revenue related to interchange reimbursement fees in a payment transaction (in the context of credit and debit transactions, those fees are paid by the acquirers to the issuers; the reverse is true for certain transactions like ATM), interchange reimbursement fees are a factor on which we compete with other payments providers and are therefore an important determinant of the volume of transactions we process.
Even though we generally do not receive any revenue related to IRFs in a payment transaction (in the context of credit and debit transactions, those fees are paid by the acquirers to the issuers; the reverse is true for certain transactions like ATM transactions), IRFs are a factor on which we compete with other payments providers and are therefore an important determinant of the volume of transactions we process.
Furthermore, regional groups of countries, such as the Gulf Cooperation Council (GCC) and a number of countries in Southeast Asia (e.g., Malaysia), have adopted or may consider, efforts to restrict our participation in the processing of regional transactions.
In addition, regional groups of countries, such as the Gulf Cooperation Council (GCC) and a number of countries in Southeast Asia (e.g., Malaysia), have adopted or may consider, efforts to restrict our participation in the processing of regional transactions.
As emerging participants such as fintechs enter the payments industry, we engage in discussions to address the role they may play in the ecosystem, whether as, for example, an issuer, merchant, ecommerce platform or digital wallet provider.
As emerging participants such as fintechs enter the payments industry, we engage in discussions to address the role they may play in the ecosystem, whether as, for example, an issuer, seller, ecommerce platform or digital wallet provider.
As a result, the holders of these classes of capital stock may not have the same incentive to approve a corporate action that may be favorable to the holders of class A common stock, and their interests may otherwise conflict with interests of our class A common stockholders.
As a result, the holders of these classes of capital stock may not have the same incentive to approve a corporate action that may be favorable to the holders of class A common stock, and their interests may otherwise conflict with interests of our class A common shareholders.
These actions or their outcomes may also influence regulators, investigators, governments or civil litigants in the same or other jurisdictions, which may lead to additional actions against Visa. Finally, we are required by some of our commercial agreements to indemnify other entities for litigation brought against them, even if Visa is not a defendant.
These actions or their outcomes may also influence regulators, investigators, governments or civil litigants in the same or other jurisdictions, which may lead to additional actions against Visa. Finally, we are required 26 Table of Contents by some of our commercial agreements to indemnify other entities for litigation brought against them, even if Visa is not a defendant.
In some cases, the mitigation efforts may be dependent on third parties who may not follow the required contractual standards, who may not be able to timely patch vulnerabilities or fix security defects, or whose hardware, software or network services may be subject to error, defect, delay, outage or lack appropriate malware prevention to prevent breaches or data exfiltration incidents.
In some cases, the mitigation efforts may be dependent on third parties who may not follow the required contractual standards, who may not be able to timely patch vulnerabilities or fix security defects, or whose hardware, software or network services may be subject to error, defect, delay, outage or lack appropriate security measures to prevent breaches or data exfiltration incidents.
Delaware law, provisions in our certificate of incorporation and bylaws, and our capital structure could make a merger, takeover attempt or change in control difficult. Provisions contained in our certificate of incorporation and bylaws and our capital structure could delay or prevent a merger, takeover attempt or change in control that our stockholders may consider favorable.
Delaware law, provisions in our certificate of incorporation and bylaws, and our capital structure could make a merger, takeover attempt or change in control difficult. Provisions contained in our certificate of incorporation and bylaws and our capital structure could delay or prevent a merger, takeover attempt or change in control that our shareholders may consider favorable.
For example: • We, along with our competitors, clients, network participants, and others are developing or participating in alternative payments systems or products, such as mobile payment services, ecommerce payment services, P2P payment services, real-time and faster payment initiatives, and payment services that permit ACH or direct debits from or to consumer checking accounts, that could either reduce our role or otherwise disintermediate us from the transaction processing or the value-added services we provide to support such processing.
For example: • We, along with our competitors, clients, network participants, and others are developing or participating in alternative payments systems or products, such as mobile payment services, ecommerce payment services, P2P payment services, real-time and faster payment initiatives, and payment services that permit 27 Table of Contents ACH or direct debits from or to consumer checking accounts, that could either reduce our role or otherwise disintermediate us from the transaction processing or the value-added services we provide to support such processing.
We offer incentives to merchants, acquirers, ecommerce platforms and processors to encourage routing preference and acceptance growth. We also engage in many payment card co-branding efforts with merchants, who receive incentives from us.
We offer incentives to sellers, acquirers, ecommerce platforms and processors to encourage routing preference and acceptance growth. We also engage in many payment card co-branding efforts with sellers, who receive incentives from us.
As a result, we are required to constantly monitor our privacy, 23 Table of Contents data and cybersecurity practices and potentially change them when necessary or appropriate. We also may need to provide increased care in our data management, governance and quality practices, particularly as it relates to the use of data in products leveraging AI.
As a result, we are required to constantly monitor our privacy, data and cybersecurity practices and potentially change them when necessary or appropriate. We also may need to provide increased care in our data management, governance and quality practices, particularly as it relates to the use of data in products leveraging AI.
Finally, in 2024, the Greek Parliament limited acquirer fees for certain small ticket transactions in some merchant categories for a period of three years. • In addition, industry participants in some countries, including Argentina, Colombia, the Dominican Republic, Paraguay, Peru and South Africa have sought intervention from competition regulators or filed claims relating to certain network rules, including Visa’s restrictions on cross-border acquiring.
Finally, in 2024, the Greek Parliament limited acquirer fees for certain small ticket transactions in some seller categories for a period of three years. • In addition, industry participants in some countries, including Argentina, Chile, Colombia, the Dominican Republic, Paraguay, Peru, South Africa and Turkey have sought intervention from competition regulators or filed claims relating to certain network rules, including Visa’s restrictions on cross-border acquiring.
Because the holders of classes of capital stock other than class A common stock are our current and former financial institution clients, they may have interests that diverge from our class A common stockholders.
Because the holders of classes of capital stock other than class A common stock are our current and former financial institution clients, they may have interests that diverge from our class A common shareholders.
For example, in the aftermath of U.S. and European sanctions against Russia and the decision by U.S. payments networks, including Visa, to suspend operations in the country, some countries have expressed concerns about their reliance on U.S. financial services companies, including payments networks, and have taken steps to bolster the development of domestic solutions.
For example, some countries have expressed concerns about their reliance on U.S. financial services companies, including payments networks, and have taken steps to bolster the development of domestic solutions, in light of U.S., European and UK sanctions against Russia and the decision by U.S. payments networks, including Visa, to suspend operations in the country.
Other countries, like Brazil, have adopted regulations that require us to seek government pre-approval for certain of our network rules, which could also impact the way we operate in certain markets. • Government regulations or pressure may also impact our rules and practices and require us to allow other payments networks to support Visa products or services, to have the other networks’ functionality or brand marks on our products, or to share our intellectual property with other networks.
Other countries, like Brazil, have adopted regulations that require us to seek government pre-approval for certain of our network rules, which could also impact the way we operate in those markets. 22 Table of Contents • Government regulations or pressure may also impact our rules and practices and require us to allow other payments networks to support Visa products or services, to have the other networks’ functionality or brand marks on our products, or to share our intellectual property with other networks.
Conversion of our class B-1, B-2 and C common stock into class A common stock, or our series A, B and C preferred stock into class A common stock, would increase the amount of class A common stock outstanding, which would dilute the voting power of existing class A common stockholders.
Conversion of our class B-1, B-2 and C common stock into class A common stock, or our series A, B and C preferred stock into class A common stock, would increase the amount of class A common stock outstanding, which would dilute the voting power of existing class A common shareholders.
Certain merchants and merchant-affiliated groups have been exerting their influence in the global payments system in certain jurisdictions, such as the U.S., Australia, Canada and Europe, to attempt to lower acceptance costs paid by merchants to acquirers or their agents to accept payment products or services, by lobbying for new legislation, seeking regulatory intervention, filing lawsuits and in some cases, surcharging or refusing to accept Visa products.
Certain sellers and seller-affiliated groups have been exerting their influence in the global payments system in certain jurisdictions, such as the U.S., Australia, Canada and Europe, to attempt to lower acceptance costs paid by sellers to acquirers or their agents to accept payment products or services, by lobbying for new legislation, seeking regulatory intervention, filing lawsuits and in some cases, surcharging or refusing to accept Visa products.
In addition, the EU’s 20 Table of Contents requirement to separate scheme and processing adds costs and impacts the execution of our commercial, innovation and product strategies. • We are also subject to central bank oversight in a growing number of countries, including Brazil, India, the UK and within the EU.
In addition, the EU’s requirement to separate scheme and processing adds costs and impacts the execution of our commercial, innovation and product strategies. • We are also subject to central bank oversight in a growing number of countries, including Brazil, India, the UK and within the EU.
We believe some issuers may react to such regulations by charging new or higher fees, or reducing certain benefits to consumers, which make our products less appealing to consumers.
We believe some issuers may react to such regulations by charging new or higher fees, or reducing certain benefits to consumers, which makes our products less appealing to consumers.
Finally, some merchants and processors have advocated for changes to industry practices and Visa acceptance requirements at the point of sale, including the ability for merchants to accept only certain types of Visa products, to mandate only PIN authenticated transactions, to differentiate or steer among Visa product types issued by different financial institutions, and to impose surcharges on customers presenting Visa products as their form of payment.
Finally, some sellers and processors have advocated for changes to industry practices and Visa acceptance requirements at the point of sale, including the ability for sellers to accept only certain types of Visa products, to mandate only PIN authenticated transactions, to differentiate or steer among Visa product types issued by different financial institutions, and to impose surcharges on consumers presenting Visa products as their form of payment.
The security measures and procedures we, our financial institution and merchant clients, other merchants and third-party service providers in the payments ecosystem have in place to protect sensitive consumer data and other information may not be implemented effectively, may differ in scope and complexity across different ecosystem participants, or may not be successful or sufficient to counter all data security breaches, cyber incidents and attacks or system failures.
The security measures and procedures we, our financial institution and seller clients, other sellers and third-party service providers in the payments ecosystem have in place to protect sensitive consumer data and other information may not be implemented effectively, may differ in scope and complexity across different ecosystem participants, or may not be successful or sufficient to counter all data security breaches, cyber incidents and attacks or system failures.
Changes in the credit standing of our clients or concurrent settlement failures or insolvencies involving more than one of our largest clients, several of our smaller clients, significant sponsor banks through which non-financial institutions participate in the Visa network, or systemic operational failures could expose us to liquidity risk, and negatively impact our financial position.
In addition, changes in the credit standing of our clients or concurrent settlement failures or insolvencies involving more than one of our largest clients, several of our smaller clients, significant sponsor banks through which non-financial institutions participate in the Visa network, or systemic operational 31 Table of Contents failures could expose us to liquidity risk, and negatively impact our financial position.
For example, except for limited exceptions: • no person may beneficially own more than 15 percent of our class A common stock (or 15 percent of our total outstanding common stock on an as-converted basis), unless our board of directors approves the acquisition of such shares in advance; • no competitor or an affiliate of a competitor may hold more than 5 percent of our total outstanding common stock on an as-converted basis; • the affirmative votes of the class B-1, B-2 and C common stock and series A, B and C preferred stock are required for certain types of consolidations or mergers; • our stockholders may only take action during a stockholders’ meeting and may not act by written consent; and • only our board of directors, Chair, or CEO or any stockholders who have owned continuously for at least one year not less than 15 percent of the voting power of all shares of class A common stock outstanding may call a special meeting of stockholders. 33 Table of Contents
For example, except for limited exceptions: (1) no person may beneficially own more than 15 percent of our class A common stock (or 15 percent of our total outstanding common stock on an as-converted basis), unless our board of directors approves the acquisition of such shares in advance; (2) no competitor or an affiliate of a competitor may hold more than 5 percent of our total outstanding common stock on an as-converted basis; (3) the affirmative votes of the class B-1, B-2 and C common stock and series A, B and C preferred stock are required for certain types of consolidations or mergers; (4) our shareholders may only take action during a shareholders’ meeting and may not act by written consent; and (5) only our board of directors, Chair, or CEO or any shareholders who have owned continuously for at least one year not less than 15 percent of the voting power of all shares of class A common stock outstanding may call a special meeting of shareholders. 35 Table of Contents
Furthermore, the evolving and increased regulatory focus on the payments industry could negatively impact or reduce the number of Visa products our clients issue, the volume of payments we process, our net revenue, our brands, our competitive positioning, our ability to use our intellectual property to differentiate our products and services, the quality and types of products and services we offer, the countries in which our products are used, and the types of consumers and merchants who can obtain or accept our products, all of which could harm our business and financial results.
The evolving and increasing regulatory focus on the payments industry could negatively impact or reduce the number of Visa products our clients issue, the volume of payments we process, our net revenue, our brands, our competitive positioning, our ability to use our intellectual property to differentiate our products and services, the quality and types of products and services we offer, the countries in which our products and services are used, and the types of consumers and sellers who can obtain or accept our products and services, all of which could harm our business and financial results.
As a result, the Visa operating rules and our other contractual commitments may differ from country to country, state to state, or by products. Complying with these and other regulations increases our costs and operational complexity, and reduces our revenue opportunities.
As a result, the Visa operating rules and our other contractual commitments may differ from country to country, state to state, or product to product. Complying with these and other regulations increases our costs and operational complexity, and reduces our revenue opportunities.
As we continue to expand our capabilities and offerings in furtherance of our network of networks strategy, we will need to obtain new types of licenses. These licenses could result in increased supervisory and compliance obligations that are distinct from the obligations we are subject to in our capacity as a payment card network.
As we continue to expand our capabilities and offerings in furtherance of our multi-year growth strategy, we will need to obtain new types of licenses. These licenses could result in increased supervisory and compliance obligations that are distinct from the obligations we are subject to in our capacity as a payment card network.
Our ability to achieve any CRS objectives is subject to numerous risks, many of which are outside of our control, including the evolving legal environment and regulatory requirements for the tracking and reporting of CRS standards or disclosures and the actions of suppliers, partners, and other third parties.
Our ability to achieve, or make sufficient progress towards any of our CRS objectives is subject to numerous risks, many of which are outside of our control, including the evolving legal environment and regulatory requirements for the tracking and reporting of CRS standards or disclosures and the actions of suppliers, partners, and other third parties.
Our success depends in large part on our ability to maintain the value of our brand and reputation of our products and services in the payments ecosystem, elevate the brand through new and existing products, services and partnerships, and 27 Table of Contents uphold our corporate reputation.
Our success depends in large part on our ability to maintain the value of our brand and reputation of our products and services in the payments ecosystem, elevate the brand through new and existing products, services and partnerships, and uphold our corporate reputation.
Merchants’ and processors’ continued push to lower acceptance costs and challenge industry practices could harm our business. We rely in part on merchants and their relationships with our clients or their agents to maintain and expand the use and acceptance of Visa products.
Sellers’ and processors’ continued push to lower acceptance costs and challenge industry practices could harm our business. We rely in part on sellers and their relationships with our clients or their agents to maintain and expand the use and acceptance of Visa products.
We may be asked to adjust our local rules and practices, develop or customize certain aspects of our payment services, or agree to business arrangements that may be less protective of Visa’s proprietary technology and interests in order to compete and we may face increasing operational costs and risk of litigation concerning intellectual property.
We may be asked to adjust our local rules and practices, develop or customize certain aspects of our payment services, adjust the economics or pricing for our offerings, or agree to business arrangements that may be less protective of Visa’s proprietary technology and interests in order to compete and we may face increasing operational costs and risk of litigation concerning intellectual property.
Rapid adoption and novel uses of generative AI across the marketplace may also introduce unique and unpredictable security risks to our systems, information, and the payments ecosystem. In addition to our own initiatives and innovations, we work closely with third parties, including potential competitors, for the development of, and access to, new technologies.
Rapid adoption and novel uses of GenAI and agentic commerce across the marketplace may also introduce unique and unpredictable security risks to our systems, information, and the payments ecosystem. In addition to our own initiatives and innovations, we work closely with third parties, including potential competitors, for the development of, and access to, new technologies.
If successful, these efforts could adversely impact consumers’ usage of our products and decrease our overall transaction volumes and net revenue, lead to regulatory enforcement and/or litigation that increases our compliance and litigation expenses, and ultimately harm our business. We depend on relationships with financial institutions, acquirers, processors, merchants, payment facilitators, ecommerce platforms, fintechs and other third parties.
If successful, these efforts could adversely impact consumers’ usage of our products and decrease our overall payments volume and net revenue, lead to regulatory enforcement and/or litigation that increases our compliance and litigation expenses, and ultimately harm our business. We depend on relationships with financial institutions, acquirers, processors, sellers, payment facilitators, ecommerce platforms, fintechs and other third parties.
Central banks in a number of countries, including those in Argentina, Australia, Brazil, Canada, Europe, India, and Mexico, are in the process of developing or expanding national RTP networks and instant payment solutions with the goal of driving a greater number of domestic transactions onto these systems.
Central banks in a number of countries, including those in Argentina, Australia, Brazil, Canada, Europe, India, Indonesia and Mexico, are in the process of developing or expanding national RTP networks and instant payment solutions with the goal of driving a greater number of domestic transactions onto these systems. In July 2023, the U.S.
As noted above, our relationships with industry participants are complex and require us to balance the interests of multiple third parties. For instance, we depend significantly on relationships with our financial institution clients and on their relationships with account holders and merchants to provide our products and services, and thereby compete effectively in the marketplace.
Our relationships with industry participants are complex and require us to balance the interests of multiple third parties. For instance, we depend significantly on relationships with our financial institution clients and on their relationships with account holders and sellers to provide our products and services, and thereby compete effectively in the marketplace.
Other regulators, for example, in Australia, the EU, and Chile, have expressed an interest in network fees, including issues related to transparency.
Other regulators, for example, those in Australia, the EU, Chile and New Zealand have expressed an interest in network fees, including issues related to transparency.
Some acquirers may elect to charge higher MDR regardless of the Visa interchange reimbursement rate, causing merchants not to accept our products or to steer customers to alternative payments systems or forms of payment.
Some acquirers may elect to charge higher MDR regardless of the Visa interchange reimbursement rate, causing sellers not to accept our products or to steer consumers to alternative payments systems or forms of payment.
For example, cybercriminals have increasingly demonstrated advanced capabilities, such as use of zero-day 30 Table of Contents vulnerabilities, and rapid integration of new technology such as generative AI are being used by threat actors to create sophisticated attacks that are increasingly automated, targeted, and more difficult to defend against.
For example, cybercriminals have increasingly demonstrated advanced capabilities, such as use of zero-day vulnerabilities, and rapid integration of new technology such as GenAI are being used by threat actors to create sophisticated attacks that are increasingly automated, targeted and more difficult to defend against.
Additionally, many merchants have advocated for lower acceptance costs in the form of reduced interchange rates, which could result in some issuers eliminating or reducing their promotion or use of Visa’s products and services, eliminating or reducing cardholder benefits such as rewards programs, or charging account holders increased or new fees for using Visa-branded products, all of which could negatively impact Visa’s transaction volumes and related revenue.
Moreover, many sellers have advocated for lower acceptance costs in the form of reduced interchange rates, which could result in some issuers eliminating or reducing their promotion or use of Visa’s products and services, eliminating or reducing cardholder benefits such as rewards programs, or charging account holders increased or new fees for using Visa-branded products, all of which could negatively impact Visa’s payments volume and related revenue.
From time to time, the methodologies for reporting our CRS data may be updated and previously reported data may be adjusted to reflect an improvement in the availability and quality of data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances.
From time to time, we may restate previously reported data to reflect updated methodologies for reporting our CRS data, an improvement in the availability and quality of data, changing assumptions, changes in the nature and scope of our operations, or other changes in circumstances.
They may use more effective advertising and marketing strategies that result in broader brand recognition and greater use, including with respect to issuance and merchant acceptance. They may also develop better security solutions or more favorable pricing arrangements.
They may use more effective advertising and marketing strategies that result in broader brand recognition and greater use, including with respect to issuance and seller acceptance. They may also develop better solutions or offer more favorable pricing.
Moreover, even if we successfully adapt to technological change and the proliferation of alternative types of payment services by developing and offering our own services in these areas, such services may provide less favorable financial terms for us than we currently receive from VisaNet transactions, which could hurt our financial results and prospects.
Moreover, even if we successfully adapt to technological change and the proliferation of alternative types of payment services by developing and offering our own services in these areas, such services may provide less favorable financial terms for us, which could hurt our financial results.
These types of designations generally result in oversight of authorization, clearing and settlement activities, including policies, procedures and requirements related to governance, reporting, cybersecurity, processing infrastructure, capital, and/or credit risk management.
These types of designations generally result in oversight of authorization, clearing and settlement activities, including policies, procedures and requirements related to governance, client and seller access to our payment systems, reporting, cybersecurity, processing infrastructure, capital and/or credit risk management.
Finally, many governments, including but not limited to governments in India, Costa Rica, and Turkey, are using regulation to further drive down MDR, which could negatively affect the economics of our transactions. • While the focus of interchange and MDR regulation has primarily been on domestic rates historically, there are several examples of increasing focus on cross-border rates in recent years.
Finally, many governments, including but not limited to governments in India, Costa Rica, and Turkey, are using regulation to further drive down MDR, which could negatively affect the economics of our transactions. • While the focus of interchange and MDR regulation has primarily been on domestic rates, interest on cross-border rates has been growing.
Any of these events, individually or in the aggregate, could significantly disrupt our operations; result in the unauthorized disclosure, release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary, sensitive and personal information (including account data information) or data security compromises; impact our clients and consumers; damage our reputation and brand; result in litigation or claims, violations of applicable privacy and other laws, and increased regulatory review or scrutiny, investigations, actions, fines or penalties; result in damages or changes to our business practices; decrease the overall use and acceptance of our products; decrease our volume, net revenue and future growth prospects; and be costly, time consuming and difficult to remedy.
Any of these events, individually or in the aggregate, could significantly disrupt our operations; impact the availability and integrity of our systems, applications, or the systems of our third-party service providers; result in the unauthorized disclosure, release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary, sensitive and personal information (including account data information) or data security compromises; impact our clients and consumers; increase the risk of fraudulent transactions; damage our reputation and brand; result in litigation or claims, violations of applicable privacy and other laws, and increased regulatory review or scrutiny, investigations, actions, fines or penalties; result in damages or changes to our business practices; decrease the overall use and acceptance of our products; decrease our volume, net revenue and future growth prospects; financial losses to Visa’s financial institution clients, sellers or third-party service providers, and be costly, time consuming and difficult to remedy.
For instance, new products and capabilities, including tokenization, push payments, and new flows (e.g., Visa B2B Connect) could bring increased licensing or authorization requirements in the countries where the product or capability is offered. Furthermore, certain portions of our business are regulated as payment institutions or as money transmitters, subjecting us to various licensing, supervisory, and other requirements.
For instance, new products and capabilities, including tokenization, push payments and cross-border money movement solutions could bring increased licensing or authorization requirements in the countries where the product or capability is offered. Furthermore, certain portions of our business are regulated as payment institutions or as money transmitters, subjecting us to various licensing, supervisory and other requirements.
As the global payments space becomes more complex, we face increasing competition from our clients, other emerging payment providers such as fintechs, other digital payments, technology companies that have developed payments systems 24 Table of Contents enabled through online activity in ecommerce, social media, and mobile channels, other providers of new flows and value-added service offerings, as well as governments in a number of jurisdictions (e.g., Brazil and India) as discussed above, that are developing, supporting and/or operating national schemes, RTP networks and other payment platforms.
As the global payments space becomes more complex, we face increasing competition from our clients, other emerging payment providers such as fintechs, other digital payments, technology companies that have developed payments systems enabled through online activity in ecommerce, social media, and mobile channels, other providers of CMS and VAS offerings, as well as governments in a number of jurisdictions (e.g., U.S., Brazil and India), that are developing, supporting and/or operating national schemes, RTP networks and other payment platforms.
Given the increase in online banking, ecommerce and other online activity, we continue to see increased cyber and payment fraud activity, as cybercriminals attempt phishing and social engineering scams, distributed denial of service attacks and other disruptive actions.
Given the increase in payments through ecommerce, social media and mobile channels, we continue to see increased cyber and payment fraud activity, as cybercriminals attempt phishing and social engineering scams, distributed denial of service attacks and other disruptive actions.
NetsUnion Clearing Corp, a Chinese digital transaction routing system, and other such systems could have a competitive advantage in comparison with international payments networks . Regulatory initiatives in India, including a data localization mandate implemented by the government, have cost implications for us and could affect our ability to effectively compete with domestic payments providers.
NetsUnion Clearing Corp, a Chinese digital transaction routing system, and other such systems could have a competitive advantage in comparison with international payments networks . Ongoing regulatory initiatives in India, including data localization requirements which continue to evolve, have cost implications for us and could affect our ability to effectively compete with domestic payments providers.
We are involved in numerous litigation matters, investigations, and proceedings asserted by civil litigants, governments, and enforcement bodies investigating or alleging, among other things, violations of competition and antitrust law, consumer protection law, privacy law and intellectual property law (these are referred to as “actions” in this section).
We are subject to numerous litigation matters, investigations, claims, examinations, information gathering requests, subpoenas, government and regulatory proceedings asserted by civil litigants, governments and enforcement bodies investigating or alleging, among other things, violations of competition and antitrust law, consumer protection law, privacy law and intellectual property law (these are referred to as “actions” in this section).
As a result of any of these factors, any decline in cross-border travel and spend would impact our cross-border volumes, the number of cross-border transactions we process and our currency exchange activities, which in turn would reduce our international transaction revenue.
Any decline in cross-border travel and spend would impact our cross-border volume, the number of cross-border transactions we process and our currency exchange activities, which in turn would reduce our international transaction revenue.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur current President of Technology joined Visa in November 2013 and has over 30 years of experience in leading the development and deployment of commerce and transaction technologies, which includes overseeing cybersecurity risk and transformational technology initiatives.
Biggest changeOur current President of Technology joined Visa in November 2013 and has over 30 years of experience in leading the development, deployment and operations of broad technology platforms including commerce and transaction technologies, which includes overseeing cybersecurity risk and transformational technology initiatives.
When we become aware that a service provider, vendor, supplier, or other third party has experienced any compromise or failure in the cybersecurity infrastructure owned or controlled by such third party, we may attempt to mitigate our risk, including by terminating such third party’s connection to our information and technology assets where appropriate.
When we become aware that a service provider, vendor, supplier, or other third party has experienced any compromise or failure in the technology infrastructure owned or controlled by such third party, we may attempt to mitigate our risk, including by terminating such third party’s connection to our information and technology assets where appropriate.
Management’s Role and Responsibilities Our CISO is responsible for day-to-day management and oversight of our information security program and leads our cybersecurity organization, which comprises approximately 1,000 professionals globally as of September 30, 2024. Our CISO and President of Technology receive regular reports from our cybersecurity personnel in connection with monitoring the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Management’s Role and Responsibilities Our CISO is responsible for day-to-day management and oversight of our information security program and leads our cybersecurity organization, which comprises approximately 1,000 professionals globally as of September 30, 2025. Our CISO and President of Technology receive regular reports from our cybersecurity personnel in connection with monitoring the prevention, detection, mitigation, and remediation of cybersecurity incidents.
For example, public-facing technology assets are subject to both internal security 34 Table of Contents assessments and external security researcher testing under our vulnerability disclosure and bug bounty programs. Identified threats and vulnerabilities are required to be remediated within stringent timelines, for which compliance and exceptions are tracked in reporting to management and the board of directors.
For example, public-facing technology assets are subject to both internal security 36 Table of Contents assessments and external security researcher testing under our vulnerability disclosure and bug bounty programs. Identified threats and vulnerabilities are required to be remediated within stringent timelines, for which compliance and exceptions are tracked in reporting to management and the board of directors.
However, as of September 30, 2024, we were not aware of any direct or third-party cybersecurity incidents in the past three fiscal years that have materially affected our business strategy, results of operations, or financial condition.
However, as of September 30, 2025, we were not aware of any direct or third-party cybersecurity incidents in the past three fiscal years that have materially affected our business strategy, results of operations, or financial condition.
The updates to the ARC and the full board of directors provide an overview of our cybersecurity performance, progress against goals, cybersecurity threat landscape, and other relevant developments. 35 Table of Contents
The updates to the ARC and the full board of directors provide an overview of our cybersecurity performance, progress against goals, cybersecurity threat landscape, and other relevant developments. 37 Table of Contents
Our cybersecurity awareness team regularly publishes and shares information with Visa employees on emerging threats, such as deepfake and generative AI-powered social engineering schemes.
Our cybersecurity awareness team regularly publishes and shares information with Visa employees on emerging threats, such as deepfake and GenAI-powered social engineering schemes.
Incident Response Plans Visa’s global cyber security incident response team provides monitoring of Visa networks and digital assets across three cyber fusion centers in the U.S., United Kingdom, and Singapore. In addition, Visa’s threat intelligence and research teams monitor commercial and government intelligence sources for new and emerging threats.
Incident Response Plans Visa’s global cybersecurity incident response team provides monitoring of Visa systems and digital assets from three cyber fusion centers in the U.S., United Kingdom, and Singapore. In addition, Visa’s threat intelligence and research teams monitor commercial and government intelligence sources for new and emerging threats.
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We also regularly and proactively engage relevant vendors and other third parties to assess risk to Visa information assets when a new vulnerability or compromise is reported that may affect those third parties.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. Properties As of September 30, 2024, we owned or leased 135 office locations in 83 countries around the world, including four data centers located in the U.S., the United Kingdom and Singapore. Our corporate headquarters are located in owned and leased premises in the San Francisco Bay Area.
Biggest changeITEM 2. Properties Our corporate headquarters are located in the San Francisco Bay Area. As of September 30, 2025, we owned or leased office locations around the world, including four global data centers located in the U.S., the United Kingdom and Singapore. We believe that these facilities are suitable and adequate to support our ongoing business needs.
Removed
We believe that these facilities are suitable and adequate to support our ongoing business needs.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The table below presents our purchases of class A common stock during the three months ended September 30, 2024: Period Total Number of Shares Purchased (1) Average Purchase Price per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1),(2) (in millions, except per share data) July 1 - 31, 2024 11 $ 267.70 11 $ 15,965 August 1 - 31, 2024 6 $ 266.17 6 $ 14,438 September 1 - 30, 2024 5 $ 283.54 5 $ 13,075 Total 22 $ 270.85 22 (1) The figures in the table reflect transactions according to the trade dates.
Biggest changeIssuer Purchases of Equity Securities The table below presents our purchases of class A common stock for the three months ended September 30, 2025: Period Total Number of Shares Purchased Average Purchase Price per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions, except per share data) July 1 – 31, 2025 5 $ 356.32 5 $ 27,889 August 1 – 31, 2025 5 $ 345.72 5 $ 26,142 September 1 – 30, 2025 4 $ 345.56 4 $ 24,890 Total 14 $ 349.77 14 (1) Includes applicable taxes.
The number of beneficial owners is substantially greater than the number of record holders, because a large portion of our class A common stock is held in “street name” by brokers and other financial institutions on behalf of our stockholders. There is currently no established public trading market for our class B-1, B-2 or C common stock.
The number of beneficial owners is substantially greater than the number of record holders, because a large portion of our class A common stock is held in “street name” by brokers and other financial institutions on behalf of our shareholders. There is currently no established public trading market for our class B-1, B-2 or C common stock.
(2) Includes applicable taxes. See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report for further discussion on our share repurchase programs.
See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report for further discussion on our share repurchase programs.
On October 29, 2024, our board of directors declared a quarterly cash dividend of $0.59 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis) payable on December 2, 2024, to holders of record as of November 12, 2024.
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) payable on December 1, 2025, to all holders of record as of November 12, 2025.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our class A common stock has been listed on the New York Stock Exchange under the symbol V. As of November 6, 2024, we had 319 stockholders of record of our class A common stock.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our class A common stock has been listed on the New York Stock Exchange under the symbol V. As of October 30, 2025, we had 311 shareholders of record of our class A common stock.
As of November 6, 2024, there were 657, 215 and 353 holders of record of our class B-1, B-2 and C common stock, respectively.
As of October 30, 2025, there were 610, 200 and 332 holders of record of our class B-1, B-2 and C common stock, respectively.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeInternational Visa Twelve Months Ended June 30, (1) Twelve Months Ended June 30, (1) Twelve Months Ended June 30, (1) 2023 2022 % Change (2) 2023 2022 % Change (2) 2023 2022 % Change (2) (in billions, except percentages) Nominal payments volume Consumer credit $ 2,230 $ 2,047 9 % $ 2,810 $ 2,694 4 % $ 5,040 $ 4,741 6 % Consumer debit (3) 2,826 2,622 8 % 2,680 2,727 (2 %) 5,506 5,349 3 % Commercial (4) 988 879 12 % 553 500 11 % 1,540 1,379 12 % Total nominal payments volume (2) $ 6,044 $ 5,548 9 % $ 6,042 $ 5,921 2 % $ 12,087 $ 11,469 5 % Cash volume (5) 610 631 (3 %) 1,844 1,927 (4 %) 2,454 2,558 (4 %) Total nominal volume (2),(6) $ 6,654 $ 6,179 8 % $ 7,886 $ 7,847 — % $ 14,541 $ 14,026 4 % The following table presents the change in nominal and constant payments and cash volume: International Visa Twelve Months Ended June 30, 2024 vs. 2023 (1),(2) Twelve Months Ended June 30, 2023 vs. 2022 (1),(2) Twelve Months Ended June 30, 2024 vs. 2023 (1),(2) Twelve Months Ended June 30, 2023 vs. 2022 (1),(2) Nominal Constant (7) Nominal Constant (7) Nominal Constant (7) Nominal Constant (7) Payments volume growth Consumer credit growth 5 % 9 % 4 % 12 % 5 % 7 % 6 % 10 % Consumer debit growth (3) 13 % 12 % (2 %) 3 % 9 % 9 % 3 % 6 % Commercial growth (4) 11 % 13 % 11 % 19 % 7 % 8 % 12 % 15 % Total payments volume growth 9 % 11 % 2 % 8 % 7 % 8 % 5 % 9 % Cash volume growth (5) 3 % 4 % (4 %) — % 2 % 2 % (4 %) (1 %) Total volume growth 8 % 9 % — % 6 % 6 % 7 % 4 % 7 % (1) Service revenue in a given quarter is primarily assessed based on nominal payments volume in the prior quarter.
Biggest changeInternational 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.
Visa may, but is under no obligation to, conduct a successive exchange offer 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.
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.
(2) Figures in the table may not recalculate exactly due to rounding. Percentage changes and totals are calculated based on unrounded numbers. (3) Includes consumer prepaid volume and Interlink volume. (4) Includes large, medium and small business credit and debit, as well as commercial prepaid volume.
(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.
Discussions of fiscal 2023 compared to fiscal 2022 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, 2023, filed with the U.S. Securities and Exchange Commission.
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.
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 a deferred tax asset will not be realized.
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 maintain a commercial paper program to support our working capital requirements and for other general corporate purposes. As of September 30, 2024, we had no outstanding obligations under the program. See Note 10—Debt to our consolidated financial statements included in Item 8 of this report. Credit facility.
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—Debt to our consolidated financial statements included in Item 8 of this report. Credit facility.
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 2024, 2023 and 2022, we have excluded these amounts to facilitate a comparison to our past operating performance.
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.
Therefore, service revenue reported for the twelve months ended September 30, 2024, 2023 and 2022, was based on nominal payments volume reported by our financial institution clients for the twelve months ended June 30, 2024, 2023 and 2022, respectively. On occasion, previously presented volume information may be updated. Prior period updates are not material.
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.
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 2024, exchange rate movements did not have a material impact on net revenue growth.
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.
Amortization of acquired intangible assets consists of amortization of intangible assets such as technology, customer relationships and trade names 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.
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.
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 judgement may not be sustained, or may only be partially sustained, upon examination by the relevant taxing authorities.
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 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 incurred loss.
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 under 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.
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.
Percentage changes are calculated based on unrounded numbers. On occasion, previously presented information may be updated. Prior period updates are not material. 43 Table of Contents 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.
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.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in Item 8 of this report. This section of the report generally discusses fiscal 2024 compared to fiscal 2023.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in Item 8 of this report. This section of the report generally discusses fiscal 2025 compared to fiscal 2024.
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. 49 Table of Contents Revenue Recognition — Client Incentives Critical estimates.
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.
Percentage changes are calculated based on unrounded numbers. (2) For a full reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below. Highlights for fiscal 2024 .
Percentage changes are calculated based on unrounded numbers. (2) For a full reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below. Highlights for fiscal 2025 .
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. 50 Table of Contents Assumptions and judgment.
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.
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.
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. 52 Table of Contents
Treasury and U.S. government-sponsored agencies. $3.0 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.
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.
As of September 30, 2024, our share repurchase program had remaining authorized funds of $13.1 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 .
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 .
As of September 30, 2024, we held $11.2 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.
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.
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 stockholders 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 U.S. covered litigation will be payable.
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 49 Table of Contents U.S. covered litigation will be payable.
As of September 30, 2024, we had short-term and long-term obligations of $2.0 billion and $0.9 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.
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.
See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report. Dividends . During fiscal 2024, we declared and paid $4.2 billion in dividends to holders of our common and preferred stock.
See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report. Dividends . During fiscal 2025, we declared and paid $4.6 billion in dividends to holders of our common and preferred stock.
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 tables present nominal payments and cash volume: U.S.
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.
In general, during fiscal 2024, we were not required to fund settlement-related working capital.
In general, during fiscal 2025, we were not required to fund settlement-related working capital.
See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this repor t. Common stock repurchases. During fiscal 2024, we repurchased shares of our class A common stock in the open market for $17.0 billion.
See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this repor t. Common stock repurchases. During fiscal 2025, we repurchased shares of our class A common stock in the open market for $18.2 billion.
On October 29, 2024, our board of directors declared a quarterly cash dividend of $0.59 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.
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.
Performance is estimated using client-reported information, transactional information accumulated from our systems, historical information, market and economic conditions and discussions with our clients, merchants 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.
Performance is estimated using client-reported information, 51 Table of Contents 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.
The following table presents the number of processed transactions: For the Years Ended September 30, % Change (1) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except percentages) Visa processed transactions 233,758 212,579 192,530 10 % 10 % (1) Figures in the table may not recalculate exactly due to rounding.
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.
For future lease payments related to leases that have commenced and are recognized in the consolidated balance sheet, see Note 9—Leases to our consolidated financial statements included in Item 8 of this report. Tax Cuts and Jobs Act.
For future lease payments related to leases that have commenced and are recognized on the consolidated balance sheet, see Note 9—Leases to our consolidated financial statements included in Item 8 of this report.
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 software licenses, see Note 18—Commitments to our consolidated financial statements included in Item 8 of this report. Leases.
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—Commitments to our consolidated financial statements included in Item 8 of this report. 50 Table of Contents Leases.
Percentage changes are calculated based on unrounded numbers. Net revenue increased in fiscal 2024 over the prior year primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives.
Percentage changes are calculated based on unrounded numbers. 45 Table of Contents 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.
We enter into long-term incentive agreements with financial institution clients, merchants 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 merchant acceptance and use of Visa payment services and driving innovation.
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.
As of September 30, 2024, our cash and cash equivalents balance was $12.0 billion and our available-for-sale debt securities was $5.4 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.
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.
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, 2024, there were no 47 Table of Contents amounts outstanding under the credit facility. See Note 10—Debt to our consolidated financial statements included in Item 8 of this report. U.S.
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—Debt to our consolidated financial statements included in Item 8 of this report. Senior notes.
During fiscal 2024, we deposited $1.5 billion 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, 2024 was $3.1 billion and is reflected as restricted cash in our consolidated balance sheets.
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.
During fiscal 2024, basic and diluted earnings per class A common stock was unchanged, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period.
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.
Percentage changes are calculated based on unrounded numbers. • Service revenue increased in fiscal 2024 over the prior year primarily due to 7% growth in nominal payments volume. • Data processing revenue increased in fiscal 2024 over the prior year primarily due to 10% growth in processed transactions. • International transaction revenue increased in fiscal 2024 over the prior year primarily due to growth in nominal cross-border volume of 14%, excluding transactions within Europe, partially offset by lower volatility of a broad range of currencies. • Other revenue increased in fiscal 2024 over the prior year primarily due to growth in marketing and consulting services and select pricing modifications. • Client incentives increased in fiscal 2024 over the prior year primarily due to growth in payments volume.
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 revenue increased 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 incentives increased in fiscal 2025 over the prior year primarily due to growth in payments volume.
During fiscal 2024, we repurchased 64 million shares of our class A common stock in the open market for $17.0 billion. As of September 30, 2024, our share repurchase program had remaining authorized funds of $13.1 billion. See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report. Non-GAAP financial results.
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’ Equity to our consolidated financial statements included in Item 8 of this report. Non-GAAP financial results.
Net revenue increased 10% over the prior year, primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives. Exchange rate movements did not have a material impact on net revenue growth.
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 Revenue below for further discussion. 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) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except percentages) Service revenue $ 16,114 $ 14,826 $ 13,361 9 % 11 % Data processing revenue 17,714 16,007 14,438 11 % 11 % International transaction revenue 12,665 11,638 9,815 9 % 19 % Other revenue 3,197 2,479 1,991 29 % 24 % Client incentives (13,764) (12,297) (10,295) 12 % 19 % Net revenue $ 35,926 $ 32,653 $ 29,310 10 % 11 % (1) Figures in the table may not recalculate exactly due to rounding.
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.
During fiscal 2024, 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, which will apply to Visa beginning in fiscal 2025.
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.
The following table presents the components of our non-operating income (expense): For the Years Ended September 30, % Change (1) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except percentages) Interest expense $ (641) $ (644) $ (538) — % 20 % Investment income (expense) and other 962 681 (139) 41 % 592 % Total non-operating income (expense) $ 321 $ 37 $ (677) 769 % 105 % (1) Figures in the table may not recalculate exactly due to rounding.
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.
The following table presents our net revenue earned in the U.S. and internationally: For the Years Ended September 30, % Change (1) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except percentages) U.S. $ 14,780 $ 14,138 $ 12,851 5 % 10 % International 21,146 18,515 16,459 14 % 12 % Net revenue $ 35,926 $ 32,653 $ 29,310 10 % 11 % (1) Figures in the table may not recalculate exactly due to rounding.
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.
GAAP and non-GAAP operating results is as follows: For the Years Ended September 30, % Change (1) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except percentages and per share data) Net revenue $ 35,926 $ 32,653 $ 29,310 10 % 11 % Operating expenses $ 12,331 $ 11,653 $ 10,497 6 % 11 % Net income $ 19,743 $ 17,273 $ 14,957 14 % 15 % Diluted earnings per share $ 9.73 $ 8.28 $ 7.00 17 % 18 % Non-GAAP operating expenses (2) $ 11,609 $ 10,481 $ 9,387 11 % 12 % Non-GAAP net income (2) $ 20,389 $ 18,280 $ 16,034 12 % 14 % Non-GAAP diluted earnings per share (2) $ 10.05 $ 8.77 $ 7.50 15 % 17 % (1) Figures in the table may not recalculate exactly due to rounding.
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.
See Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report. Non-operating Income (Expense) Non-operating income (expense) primarily includes interest expense related to borrowings, gains and losses on investments and derivative instruments as well as interest expense related to taxes.
See Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report. 47 Table of Contents 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.
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.
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.
We have excluded these amounts as they are one-time charges and do not reflect the underlying performance of our business. 40 Table of Contents 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.
We have excluded this amount as it does not reflect the underlying performance of our business. 42 Table of Contents 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 table presents the components of our total operating expenses: For the Years Ended September 30, % Change (1) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except percentages) Personnel $ 6,264 $ 5,831 $ 4,990 7 % 17 % Marketing 1,560 1,341 1,336 16 % — % Network and processing 778 736 743 6 % (1 %) Professional fees 635 545 505 17 % 8 % Depreciation and amortization 1,034 943 861 10 % 9 % General and administrative 1,598 1,330 1,194 20 % 11 % Litigation provision 462 927 868 (50 %) 7 % Total operating expenses $ 12,331 $ 11,653 $ 10,497 6 % 11 % (1) Figures in the table may not recalculate exactly due to rounding.
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.
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. • Russia-Ukraine charges.
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.
GAAP, to our respective non-GAAP financial measures: 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) As reported $ 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 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) As reported $ 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 41 Table of Contents For the Year Ended September 30, 2022 Operating Expenses Non-operating Income (Expense) Income Tax Provision (1) Effective Income Tax Rate (2) Net Income Diluted Earnings Per Share (2) (in millions, except percentages and per share data) As reported $ 10,497 $ (677) $ 3,179 17.5 % $ 14,957 $ 7.00 (Gains) losses on equity investments, net — 264 67 197 0.09 Amortization of acquired intangible assets (120) — 26 94 0.04 Acquisition-related costs (69) — 9 60 0.03 Litigation provision (861) — 191 670 0.31 Russia-Ukraine charges (60) — 4 56 0.03 Non-GAAP $ 9,387 $ (413) $ 3,476 17.8 % $ 16,034 $ 7.50 (1) Determined by applying applicable tax rates.
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 43 Table of Contents 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.
During fiscal 2023 and fiscal 2022, basic earnings per class A common stock was unchanged and increased $0.01, respectively, and diluted earnings per class A common stock was unchanged in both fiscal years, as a result of the downward adjustments of the class B-1 common stock conversion rate during the periods.
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.
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 fees mainly consist of fees for legal, consulting and other professional services. • 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 expenses consist 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 and is 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.
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 fees mainly consist of legal fees, consulting fees and expenses associated with client engagements. 46 Table of Contents • 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 expenses consist 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).
Cash provided by operating activities in fiscal 2024 was lower than the prior fiscal year primarily due to higher incentive payments and higher cash paid for taxes due to the timing of payments, partially offset by continued growth in our underlying business. Investing 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.
Covered Litigation in Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report for more information on the Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions. 39 Table of Contents post-combination.
Covered Litigation in Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report for more information on the Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions. 41 Table of Contents agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination.
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.
See Note 1—Summary of Significant Accounting Policies to our consolidated financial statements included in Item 8 of 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.
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 Policies to our consolidated financial statements included in Item 8 of this report.
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.
In July 2024, we released $2.7 billion of the as-converted value from our series B and C preferred stock and issued 99,264 shares of series A preferred stock in connection with the eighth anniversary of the Visa Europe acquisition.
In August 2025, we released $1.4 billion of the as-converted value from our series B and C preferred stock and issued 40,080 shares of series A preferred stock in connection with the ninth anniversary of the Visa Europe acquisition.
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 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.
Percentage changes are calculated based on unrounded numbers. • Interest expense was approximately flat in fiscal 2024 over the prior year primarily due to higher interest benefit related to taxes and lower interest expense related to lower outstanding debt, offset by higher losses from derivative instruments.
Percentage changes are calculated based on unrounded numbers. • Interest expense decreased 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 other decreased in fiscal 2025 over the prior year primarily due to lower interest income on our cash and investments.
While we do not expect a material tax impact in fiscal 2025, we are monitoring developments and evaluating the potential impact of Pillar Two on future years. 46 Table of Contents 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.
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.
Cash used in financing activities in fiscal 2024 was higher than the prior fiscal year primarily due to higher share repurchases and higher dividends paid, partially offset by the absence of the principal debt payment upon maturity of our December 2022 senior notes. Sources of Liquidity Cash, cash equivalents and investments.
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.
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.
We have excluded these amounts as it does not reflect the underlying performance of our business. • Litigation provision.
Cash used in investing activities in fiscal 2024 was lower than the prior fiscal year primarily due to higher proceeds from maturities and sales, net of purchases, of investment securities, partially offset by cash paid for acquisitions and the absence of cash received from the settlement of net investment hedge derivative instruments. Financing 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.
The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation were $49.6 billion as of October 1, 2023 and as of October 1, 2024, were approximately $48.4 billion (1) . Common stock repurchases.
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.
See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report. • Lease consolidation costs. During fiscal 2024, we recorded a charge within general and administrative expense associated with the consolidation of certain leased office spaces.
See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to 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.
Effective Income Tax Rate The following table presents our effective income tax rates: For the Years Ended September 30, 2024 2023 2022 Effective income tax rate 17 % 18 % 18 % The effective income tax rate in fiscal 2024 differs from the effective tax rate in fiscal 2023 primarily due to a tax position taken across jurisdictions, as well as the following: • during fiscal 2024, a $223 million tax benefit as a result of the conclusion of audits; and • during fiscal 2023, a $142 million tax benefit due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination.
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.
See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report. Acquisitions. In September 2024, we entered into a definitive agreement to acquire Featurespace. This acquisition is subject to customary closing conditions, including applicable regulatory approvals. In January 2024, we acquired Pismo for a purchase consideration of $929 million.
See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report. Acquisition. In December 2024, we acquired Featurespace for a purchase consideration of $946 million. See Note 2—Acquisitions to our consolidated financial statements included in Item 8 of this report. Senior notes.
See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report. Class B-1 common stock exchange offer. In May 2024, we accepted 241 million shares of class B-1 common stock tendered in the exchange offer.
See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report. 40 Table of Contents Senior notes.
GAAP operating expenses increased 6% over the prior year, primarily driven by higher expenses related to personnel, general and administrative and marketing expenses, partially offset by lower litigation provision. See Results of Operations—Operating Expenses below for further discussion.
GAAP operating expenses increased 30% over the prior year, primarily driven by higher litigation provision and personnel expenses. See Results of Operations—Operating Expenses below for further discussion. Exchange rate movements did not have a material impact on operating expenses growth.
Cash Flow Data The following table summarizes our cash flow activity: For the Years Ended September 30, 2024 2023 2022 (in millions) Total cash provided by (used in): Operating activities $ 19,950 $ 20,755 $ 18,849 Investing activities $ (1,926) $ (2,006) $ (4,288) Financing activities $ (20,633) $ (17,772) $ (12,696) Operating activiti es.
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. 48 Table of Contents 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 activiti es.
The amount of client incentives we record in future periods will vary based on changes in performance 44 Table of Contents expectations, actual client performance, amendments to existing contracts or the execution of new contracts.
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.
Percentage changes are calculated based on unrounded numbers. • Personnel expenses increased in fiscal 2024 over the prior year primarily due to higher number of employees and compensation, reflecting our strategy to invest in future growth, including acquisitions. • Marketing increased in fiscal 2024 over the prior year due to higher spending in various campaigns, including for client marketing and the Olympic and Paralympic Games Paris 2024. • Professional Fees increased in fiscal 2024 over the prior year primarily due to higher consulting and advisory fees. • Depreciation and amortization expenses increased in fiscal 2024 over the prior year primarily due to additional depreciation and amortization from our on-going investments and acquisitions. 45 Table of Contents • General and administrative expenses increased in fiscal 2024 over the prior year due to higher usage of travel related card benefits, a charitable contribution to the Visa Foundation and lease consolidation costs in the current year, higher indirect taxes and higher unfavorable foreign currency fluctuations, partially offset by the release of the reserve on indirect taxes previously recognized in fiscal 2021. • Litigation provision decreased in fiscal 2024 over the prior year primarily due to lower accruals related to the U.S. covered litigation, partially offset by higher accruals related to uncovered litigation.
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 expenses increased in fiscal 2025 over the prior year primarily due to higher spending for client marketing. • Network and processing expenses increased in fiscal 2025 over the prior year primarily due to continued technology and processing network investments to support growth and acquisitions. • Professional fees increased in fiscal 2025 over the prior year primarily due to higher legal fees and higher expenses associated with client engagements. • Depreciation and amortization expenses increased 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 19—Income Taxes to our consolidated financial statements included in Item 8 of this report. 48 Table of Contents Purchase obligations.
As of September 30, 2025, we had long-term liabilities for uncertain tax positions of $309 million. See Note 19—Income Taxes to our consolidated financial statements included in Item 8 of this report. Purchase obligations.
As of September 30, 2024, we had short-term and long-term liabilities recorded on the consolidated balance sheet related to these agreements of $9.1 billion and $0.2 billion, respectively. Uncertain tax positions. As of September 30, 2024, we had long-term liabilities for uncertain tax positions of $1.3 billion.
See Note 10—Debt to our consolidated financial statements included in Item 8 of 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.
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. This ASU is effective for our annual periods beginning October 1, 2027, and requires either prospective or retrospective application. We are currently evaluating the impact of the ASU on our disclosures.
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.
Non-GAAP operating expenses increased 11% over the prior year, primarily driven by higher expenses related to personnel, general and administrative and marketing expenses. Interchange multidistrict litigation. During fiscal 2024, we recorded additional accruals of $140 million to address claims associated with the interchange multidistrict litigation. We also made deposits of $1.5 billion into the U.S. litigation escrow account.
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.
The additional accruals related to the interchange multidistrict litigation could be higher or lower than deposits made into the U.S. litigation escrow account. See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to our consolidated financial statements included in Item 8 of this report . 38 Table of Contents Acquisitions.
See Note 5—U.S. and Europe Retrospective Responsibility Plans and Note 20—Legal Matters to 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of September 30, 2024 and 2023, a hypothetical 100 basis point increase in interest rates did not have a material impact on the interest expense for each fiscal year. See Note 13—Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report.
Biggest changeBy entering into interest rate swaps, we have assumed risks associated with market interest rate fluctuations. As of September 30, 2025 and 2024, a hypothetical 100 basis point increase in interest rates did not have a material impact on the interest expense for each fiscal year.
We designated our Euro-denominated senior notes as a net investment hedge against a portion of the foreign exchange rate exposure from our net investment in Visa Europe. Foreign currency translation adjustments resulting from the Euro-denominated senior notes partially offset the foreign currency translation adjustments resulting from our net investment in Visa Europe.
We designated our Euro-denominated senior notes as a net investment hedge against a portion of the foreign exchange rate exposure from our net investment in Visa Europe. Foreign currency adjustments resulting from the Euro-denominated senior notes partially offset the foreign currency translation adjustments resulting from our net investment in Visa Europe.
See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report. We are also subject to foreign currency exchange risk in daily settlement activities.
See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report. We are also subject to foreign currency exchange rate risk in daily settlement activities.
Foreign Currency Exchange Rate Risk We are exposed to risks from foreign currency exchange rate fluctuations that are primarily related to changes in the functional currency value of receipts and payments related to foreign currency-denominated transactions.
Foreign Currency Exchange Rate Risk We are exposed to risks from foreign currency exchange rate fluctuations that are primarily related to changes in the functional currency value of receipts and payments related to non-functional currency denominated transactions.
Translation from the Euro to the U.S. dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and for revenue and expense accounts using an average exchange rate for the period. Resulting translation adjustments are reported as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets.
Translation from the Euro to the U.S. dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and for revenue and expense accounts using an average exchange rate for the period. Resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets.
We regularly review our non-marketable equity securities for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity’s cash flows and capital needs, and the viability of its business model. 52 Table of Contents
We regularly review our non-marketable equity securities for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity’s cash flows and capital needs, and the viability of its business model. 54 Table of Contents
Additionally, a falling-rate environment creates reinvestment risk because as 51 Table of Contents securities mature, the proceeds are reinvested at a lower rate, generating less interest income. As of September 30, 2024 and 2023, a hypothetical 100 basis point increase in interest rates did not have a material impact on the fair value of our investment securities.
Additionally, a falling-rate environment creates reinvestment risk because as securities mature, the proceeds are reinvested at a lower rate, generating less interest income. As of September 30, 2025 and 2024, a hypothetical 100 basis point increase in interest rates did not have a material impact on the fair value of our investment securities.
As of September 30, 2024 and 2023, the effect of a hypothetical 10% weakening in the value of the functional currencies is estimated to create an additional fair value loss of approximately $329 million and $236 million, respectively, on our outstanding foreign currency forward contracts.
As of September 30, 2025 and 2024, the effect of a hypothetical 10% weakening in the value of the functional currencies is estimated to create an additional fair value loss of approximately $422 million and $329 million, respectively, on our outstanding foreign currency forward contracts.
A hypothetical 10% change in the Euro against the U.S. dollar compared to the exchange rate as of September 30, 2024 and 2023 would result in a foreign currency translation adjustment of $2.1 billion and $1.9 billion, respectively.
A hypothetical 10% change in the Euro against the U.S. dollar compared to the exchange rate as of September 30, 2025 and 2024 would result in a foreign currency translation adjustment of $2.3 billion and $2.1 billion, respectively.
We have interest rate and cross-currency swap agreements on a portion of our outstanding senior notes that allow us to manage our interest rate exposure through a combination of fixed and floating rates and reduce our overall cost of borrowing.
We have interest rate and cross-currency swap agreements on a portion of our outstanding senior notes that allow us to manage our interest rate exposure through a combination of fixed and floating rates. Together these swap agreements effectively convert a portion of our U.S. dollar denominated fixed-rate payments into U.S. dollar and Euro-denominated floating-rate payments.
As of September 30, 2024 and 2023, the carrying value of our marketable equity securities was $63 million and $163 million, respectively, and the carrying value of our non-marketable equity securities was $1.4 billion for each fiscal year.
As of September 30, 2025 and 2024, the carrying value of our investments in publicly traded companies was $142 million and $63 million, respectively, and the carrying value of our non-marketable equity securities was $1.2 billion and $1.4 billion, respectively.
Equity Investment Risk Our equity investments are held in both marketable and non-marketable equity securities. The marketable equity securities are investments in publicly traded companies and the non-marketable equity securities include investments in privately held companies.
See Note 13—Derivative and Hedging Instruments to our consolidated financial statements included in Item 8 of this report. 53 Table of Contents Equity Investment Risk Our equity investments are held in both marketable and non-marketable equity securities. The marketable equity securities include investments in publicly traded companies and the non-marketable equity securities include investments in privately held companies.
Removed
Together these swap agreements effectively convert a portion of our U.S. dollar denominated fixed-rate payments into U.S. dollar and Euro-denominated floating-rate payments. By entering into interest rate swaps, we have assumed risks associated with market interest rate fluctuations.