This management's discussion and analysis provides a review of the results of
operations, financial condition and the liquidity and capital resources of Visa
Inc. and its subsidiaries ("Visa," "we," "us," "our" or the "Company") on a
historical basis and outlines the factors that have affected recent earnings, as
well as those factors that may affect future earnings. The following discussion
and analysis should be read in conjunction with our unaudited consolidated
financial statements and related notes included elsewhere in this report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that
relate to, among other things, the impact on our future financial position,
results of operations and cash flows as a result of the coronavirus
("COVID-19"); our future operations, prospects, developments, strategies and
growth of our business; anticipated expansion of our products in certain
countries; industry developments; anticipated benefits of our acquisitions;
expectations regarding litigation matters, investigations and proceedings;
timing and amount of stock repurchases; sufficiency of sources of liquidity and
funding; effectiveness of our risk management programs; and expectations
regarding the impact of recent accounting pronouncements on our consolidated
financial statements. Forward-looking statements generally are identified by
words such as "believes," "estimates," "expects," "intends," "may," "projects,"
"could," "should," "will," "continue" and other similar expressions. All
statements other than statements of historical fact could be forward-looking
statements, which speak only as of the date they are made, are not guarantees of
future performance and are subject to certain risks, uncertainties and other
factors, many of which are beyond our control and are difficult to predict. We
describe risks and uncertainties that could cause actual results to differ
materially from those expressed in, or implied by, any of these forward-looking
statements in our SEC filings, including our Annual Report on Form 10-K, for the
year ended September 30, 2019 and our subsequent reports on Forms 10-Q and 8-K.
Except as required by law, we do not intend to update or revise any
forward-looking statements as a result of new information, future events or
otherwise.

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Overview

Visa is a global payments technology company that enables fast, secure and
reliable electronic payments across more than 200 countries and territories. We
facilitate global commerce through the transfer of value and information among a
global network of consumers, merchants, financial institutions, businesses,
strategic partners and government entities. Our advanced transaction processing
network, VisaNet, enables authorization, clearing and settlement of payment
transactions and allows us to provide our financial institution and merchant
clients a wide range of products, platforms and value-added services.
Financial overview. Our as-reported U.S. GAAP and non-GAAP net income and
diluted earnings per share are as follows:
                             Three Months Ended                                 Six Months Ended
                                 March 31,               2020 vs. 2019             March 31,             2020 vs. 2019
                                                               %                                               %
                             2020            2019          Change(1)           2020          2019          Change(1)
                                             (in millions, except percentages and per share data)
Net income, as
reported               $    3,084         $   2,977            4 %         $    6,356     $   5,954             7 %
Diluted earnings per
share, as reported     $     1.38         $    1.31            6 %         $     2.85     $    2.61             9 %
Non-GAAP net income(2) $    3,098         $   2,912            6 %         $    6,370     $   5,892             8 %
Non-GAAP diluted
earnings per share(2)  $     1.39         $    1.28            9 %         $     2.85     $    2.58            11 %

(1) Figures in the table may not recalculate exactly due to rounding. Percentage

changes are calculated based on unrounded numbers.

(2) For a full reconciliation of our non-GAAP financial results, see tables in

Non-GAAP financial results below.




Coronavirus. While we have been actively monitoring the worldwide spread of
COVID-19, the extent to which COVID-19 will ultimately impact our business is
difficult to predict. Our priority has been the safety of our employees,
including comprehensive plans to support employee wellness, as well as support
for our clients and the communities affected. Although most of our staff are now
working remotely, our network infrastructure and application performance
continue to perform well and our business operations have comprehensive and
coordinated plans in place to address business continuity and recovery needs
around the world. We are also in very close and regular contact with clients,
partners and governments globally to help them navigate these challenging times.

In the month of March 2020, domestic spending, most notably in travel,
restaurants, entertainment and fuel decreased as countries imposed social
distancing, shelter-in-place or total lock-down orders. Declines in cross-border
volume as well as processed transactions negatively impacted international
transaction and data processing revenues for the three months ended March 31,
2020. Service revenues for the three months ended March 31, 2020 were not
significantly impacted, as they were recognized on the payments volume for the
three months ended December 31, 2019.

While we have not incurred operational disruptions thus far from the COVID-19
outbreak, the impact that COVID-19 will have on our business is difficult to
predict due to numerous uncertainties, including the severity and duration of
the outbreak, actions that may be taken by governmental authorities, the impact
to the business of our clients and other factors identified in Part II, Item 1A
"Risk Factors" in this Form 10-Q. We will continue to evaluate the nature and
extent of the impact to our business.
Highlights for the first half of fiscal 2020. We recorded net revenues of
$5.9 billion and $11.9 billion for the three and six months ended March 31,
2020, respectively, an increase of 7% and 8%, respectively, over the prior-year
comparable periods, driven by the year-over-year changes in nominal payments
volume, nominal cross-border volume and processed transactions, which were not
significantly impacted by COVID-19 until the latter part of March 2020. Exchange
rate movements in the three and six months ended March 31, 2020, as partially
mitigated by our hedging program, negatively impacted our net revenues growth by
approximately one percentage point.
Total operating expenses were $1.9 billion and $4.0 billion for the three and
six months ended March 31, 2020, respectively, an increase of 4% and 9% on a
GAAP and an increase of 3% and 8% on a non-GAAP basis, respectively, over the
prior-year comparable periods. The increase was primarily due to higher
personnel, depreciation and amortization, general and administrative, and
networking related expenses, as we continue to invest in our business growth.

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Non-GAAP financial results. We use non-GAAP financial measures of our
performance which exclude certain items which we believe are not representative
of our continuing operations and may distort our longer-term operating trends.
We consider non-GAAP measures useful to investors because they provide greater
transparency into management's view and assessment of our ongoing operating
performance. Starting in fiscal 2020, we revised our non-GAAP methodology to
exclude the impact of gains and losses on our equity investments, amortization
of acquired intangible assets and acquisition-related costs for acquisitions
that closed in fiscal 2019 and subsequent periods. Prior year amounts have been
restated to conform to our current presentation.
•      Gains and losses on equity investments. Gains and losses on equity

investments include periodic non-cash fair value adjustments and gains and

losses upon sale of an investment. These long-term investments are

strategic in nature and are primarily private company investments. Gains

and losses and the related tax impacts associated with these investments

are tied to the performance of the companies that we invest in and

therefore do not correlate to the underlying performance of our business.

During the three months ended March 31, 2020, we recorded net realized and


       unrealized losses of $2 million. During the six months ended March 31,
       2020, we recorded net realized and unrealized gains of $11 million and

related tax expense of $3 million. For the same prior-year comparable

periods, we recorded net realized and unrealized gains of $84 million and

$80 million, respectively, and related tax expense of $19 million and $18

million, respectively.

• Amortization of acquired intangible assets. Amortization of acquired


       intangible assets consists of amortization of intangible assets such as
       developed technology, customer relationships and brands acquired in
       connection with business combinations executed beginning in fiscal 2019.
       Amortization charges for our acquired intangible assets are non-cash and
       are significantly affected by the timing, frequency and size of our

acquisitions, rather than our core operations. As such, we have excluded

this amount and the related tax impact to facilitate an evaluation of our

current operating performance and comparison to our past operating

performance. During the three and six months ended March 31, 2020, we

recorded amortization of acquired intangible assets of $11 million and $22


       million, respectively, and related tax benefit of $2 million and $5
       million, respectively. There were no comparable amounts during the three
       and six months ended March 31, 2019 since we are only adjusting for
       transactions that closed in fiscal 2019 and subsequent periods.

• Acquisition-related costs. Acquisition-related costs consist primarily of

one-time transaction and integration costs associated with our business

combinations. These costs include professional fees, technology

integration fees, restructuring activities and other direct costs related

to the purchase and integration of acquired entities. It also includes

retention equity and deferred equity compensation when they are agreed

upon as part of the purchase price of the transaction but are required to

be recognized as expense post-combination. We have excluded these amounts

and the related tax impacts as the expenses are recognized for a limited

duration and do not reflect the underlying performance of our business.

During the three and six months ended March 31, 2020, we recorded

acquisition-related costs of $5 million and $7 million, respectively, and

related tax benefit of $2 million during both the three and six months

ended March 31, 2020. There were no comparable amounts during the three

and six months ended March 31, 2019 since we are only adjusting for

transactions that closed in fiscal 2019 and subsequent periods.




Non-GAAP operating expense, non-operating income (expense), income tax
provision, effective income tax rate, net income and diluted earnings per
share should not be relied upon as substitutes for, or considered in isolation
from, measures calculated in accordance with U.S. GAAP. The following tables
reconcile our as-reported financial measures, calculated in accordance with U.S.
GAAP, to our respective non-GAAP financial measures for the three and six months
ended March 31, 2020 and 2019.
                                                                        

Three Months Ended March 31, 2020


                                                                                                 Effective
                                    Operating       Non-operating Income      Income Tax        Income Tax                       Diluted Earnings
                                    Expenses             (Expense)             Provision          Rate(1)         Net Income       Per Share(1)
                                                               (in millions, except percentages and per share data)
As reported                      $     1,930       $           (95 )        $         745         19.4 %        $      3,084     $         1.38
(Gains) Losses on equity
investments, net                           -                     2                      -                                  2                  -
Amortization of acquired
intangible assets                        (11 )                   -                      2                                  9                  -
Acquisition-related costs                 (5 )                   -                      2                                  3                  -
Non-GAAP                         $     1,914       $           (93 )        $         749         19.5 %        $      3,098     $         1.39



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                                                                        Six Months Ended March 31, 2020
                                                                                                Effective
                                    Operating      Non-operating Income      Income Tax        Income Tax                      Diluted Earnings
                                    Expenses             (Expense)            Provision          Rate(1)        Net Income       Per Share(1)
                                                              (in millions, except percentages and per share data)
As reported                      $     3,968       $          (137 )       $     1,447           18.5 %        $     6,356     $         2.85
(Gains) Losses on equity
investments, net                           -                   (11 )                (3 )                                (8 )                -
Amortization of acquired
intangible assets                        (22 )                   -                   5                                  17               0.01
Acquisition-related costs                 (7 )                   -                   2                                   5                  -
Non-GAAP                         $     3,939       $          (148 )       $     1,451           18.6 %        $     6,370     $         2.85


                                                                        

Three Months Ended March 31, 2019


                                                                                                 Effective
                                   Operating       Non-operating Income       Income Tax        Income Tax                       Diluted Earnings
                                    Expenses            (Expense)             Provision           Rate(1)        Net Income        Per Share(1)
                                                               (in millions, except percentages and per share data)
As reported                      $      1,853     $            36          $       700            19.0 %        $     2,977     $       1.31
(Gains) Losses on equity
investments, net                            -                 (84 )                (19 )                                (65 )          (0.03 )
Non-GAAP                         $      1,853     $           (48 )        $       681            18.9 %        $     2,912     $       1.28

Six Months Ended March 31, 2019


                                                                                               Effective
                                   Operating      Non-operating Income      Income Tax        Income Tax                       Diluted Earnings
                                    Expenses            (Expense)            Provision          Rate(1)        Net Income        Per Share(1)
                                                              (in millions, except percentages and per share data)
As reported                      $      3,642     $           (51 )       $     1,353           18.5 %        $     5,954     $       2.61
(Gains) Losses on equity
investments, net                            -                 (80 )               (18 )                               (62 )          (0.03 )
Non-GAAP                         $      3,642     $          (131 )       $     1,335           18.5 %        $     5,892     $       2.58

(1) Figures in the table may not recalculate exactly due to rounding. Effective

income tax rate, diluted earnings per share and their respective totals are

calculated based on unrounded numbers.




Common stock repurchases. In January 2019, our board of directors authorized an
$8.5 billion share repurchase program and in January 2020, authorized an
additional $9.5 billion share repurchase program. During the three months ended
March 31, 2020, we repurchased 18 million shares of our class A common stock in
the open market for $3.1 billion. As of March 31, 2020, our January 2020 share
repurchase program had remaining authorized funds of $8.1 billion for share
repurchase. All share repurchase programs authorized prior to January 2020 have
been completed. See Note 10-Stockholders' Equity to our unaudited consolidated
financial statements.
Acquisition. On January 13, 2020, we entered into a definitive agreement to
acquire Plaid, Inc. for $5.3 billion. We will pay approximately $4.9 billion of
cash and $0.4 billion of retention equity and deferred equity consideration.
This acquisition is subject to customary closing conditions, including ongoing
regulatory reviews and approvals, which are expected to be completed by the end
of 2020.
Senior notes. In April 2020, we issued fixed-rate senior notes in an aggregate
principal amount of $4.0 billion, with maturities ranging
between 7 and 20 years. See Note 8-Debt to our unaudited consolidated financial
statements.
Payments volume and transaction counts. Payments volume is the primary driver
for our service revenues, and the number of processed transactions is the
primary driver for our data processing revenues. Nominal payments volume in the
United States posted high single-digit growth for the three and six months ended
December 31, 2019(1), driven mainly by consumer debit and commercial. Nominal
international payments volume growth was negatively impacted by movements in
U.S. dollar exchange rates. On a constant-dollar basis, which excludes the
impact of exchange rate movements, our international payments volume growth rate
for the three and six months ended December 31, 2019 was 8% and 9%,
respectively. Growth in processed transactions reflects the ongoing worldwide
shift to electronic payments, even with the decrease in processed transactions
the latter part of March 2020 as COVID-19 spread throughout the world.

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The following table presents nominal payments and cash volume:


                                 United States                             International                                 Visa Inc.
                      Three Months Ended December 31,(1)        Three 

Months Ended December 31,(1) Three Months Ended December 31,(1)


                                                    %                                           %                                           %
                        2019         2018       Change(2)         2019           2018       Change(2)         2019           2018       Change(2)
                                                                   (in billions, except percentages)
Nominal payments
volume
Consumer credit      $     424     $   399         6 %       $         662     $   637         4  %      $       1,086     $ 1,036         5  %
Consumer debit(3)          461         422         9 %                 536         479        12  %                997         902        11  %
Commercial(4)              171         158         8 %                 107          99         8  %                278         257         8  %
Total nominal
payments volume(2)   $   1,057     $   980         8 %       $       1,304     $ 1,215         7  %      $       2,361     $ 2,194         8  %
Cash volume                145         142         2 %                 575         587        (2 )%                719         729        (1 )%
Total nominal
volume(2),(5)        $   1,201     $ 1,121         7 %       $       1,879     $ 1,802         4  %      $       3,080     $ 2,923         5  %

                                 United States                             International                                 Visa Inc.
                       Six Months Ended December 31,(1)          Six Months Ended December 31,(1)            Six Months Ended December 31,(1)
                                                    %                                           %                                           %
                        2019         2018       Change(2)         2019           2018       Change(2)         2019           2018       Change(2)
                                                                   (in billions, except percentages)
Nominal payments
volume
Consumer credit      $     829     $   781         6 %       $       1,308     $ 1,251         5  %      $       2,137     $ 2,032         5  %
Consumer debit(3)          908         830         9 %               1,036         938        10  %              1,944       1,768        10  %
Commercial(4)              342         313         9 %                 208         191         9  %                549         505         9  %
Total nominal
payments volume(2)   $   2,079     $ 1,925         8 %       $       2,552     $ 2,380         7  %      $       4,631     $ 4,305         8  %
Cash volume                292         286         2 %               1,140       1,166        (2 )%              1,432       1,452        (1 )%
Total nominal
volume(2),(5)        $   2,371     $ 2,211         7 %       $       3,692     $ 3,546         4  %      $       6,063     $ 5,757         5  %


The following table presents nominal and constant payments and cash volume
growth:
                                         International                        Visa Inc.                        International                         Visa Inc.
                                          Three Months                       Three Months                        Six Months                         Six Months
                                       Ended December 31,                 Ended December 31,                 Ended December 31,                 Ended December 31,
                                      2019 vs. 2018(1),(2)               2019 vs. 2018(1),(2)               2019 vs. 2018(1),(2)               2019 vs. 2018(1),(2)
                                  Nominal          Constant(6)       Nominal          Constant(6)       Nominal          Constant(6)        Nominal          Constant(6)
Payments volume growth
Consumer credit growth               4  %                5  %           5  %               6  %            5  %                6  %            5  %                 6 %
Consumer debit growth(3)            12  %               12  %          11  %              11  %           10  %               13  %           10  %                11 %
Commercial growth(4)                 8  %               10  %           8  %               9  %            9  %               11  %            9  %                10 %
Total payments volume growth(2)      7  %                8  %           8  %               8  %            7  %                9  %            8  %                 9 %
Cash volume growth                  (2 )%               (1 )%          (1 )%              (1 )%           (2 )%               (1 )%           (1 )%                 - %
Total volume growth(2)               4  %                5  %           5  %               6  %            4  %                6  %            5  %                 6 %

(1) Service revenues in a given quarter are assessed based on nominal payments

volume in the prior quarter. Therefore, service revenues reported for the

three and six months ended March 31, 2020 and 2019 were based on nominal

payments volume reported by our financial institution clients for the three

and six months ended December 31, 2019 and 2018, respectively.

(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.

(5) Total nominal volume is the sum of total nominal payments volume and cash

volume. Total nominal payments volume is the total monetary value of

transactions for goods and services that are purchased on cards and other

form factors carrying the Visa, Visa Electron, Interlink and V PAY brands.

Cash volume generally consists of cash access transactions, balance access

transactions, balance transfers and convenience checks. Total nominal volume

is provided by our financial institution clients, subject to review by Visa.


     On occasion, previously presented volume information may be updated.
     Prior-period updates, other than the change to the payments volume
     definition, are not material.

(6) Growth on a constant-dollar basis excludes the impact of foreign currency


     fluctuations against the U.S. dollar.



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The following table provides the number of transactions involving cards and other form factors carrying the Visa, Visa Electron, Interlink, V PAY and PLUS cards processed on Visa's networks during the periods presented:


                                   Three Months Ended March 31,                   Six Months Ended March 31,
                                                               %                                            %
                                2020           2019        Change(1)          2020          2019        Change(1)
                                                       (in millions, except

percentages)


Visa processed transactions      34,941       32,544            7 %           72,716       66,476            9 %


(1) Figures in the table may not recalculate exactly due to rounding. Percentage

change is calculated based on unrounded numbers.




Results of Operations
Net Revenues
The following table sets forth our net revenues earned in the U.S. and
internationally:
                      Three Months Ended                                              Six Months Ended
                          March 31,                      2020 vs. 2019                   March 31,                    2020 vs. 2019
                                                       $                %                                           $                %
                       2020           2019           Change         Change(1)        2020          2019           Change         Change(1)
                                                              (in millions, except percentages)
U.S.             $    2,650         $ 2,479     $     171               7 %       $   5,367     $  4,987     $     380               8 %
International         3,204           3,015           189               6 %           6,541        6,013           528               9 %
Net revenues     $    5,854         $ 5,494     $     360               7 %       $  11,908     $ 11,000     $     908               8 %


(1) Figures in the table may not recalculate exactly due to rounding. Percentage

changes are calculated based on unrounded numbers.




Net revenues increased primarily due to the year-over-year changes in payments
volume, cross-border volume and processed transactions, which were not
significantly impacted by COVID-19 until the latter part of March 2020. The
increase in revenues was also partially offset by the increase in client
incentives.
Our net revenues are impacted by the overall strengthening or weakening of the
U.S. dollar as payments volume and related revenues denominated in local
currencies are converted to U.S. dollars. Exchange rate movements in the three
and six months ended March 31, 2020, as partially mitigated by our hedging
program, negatively impacted our net revenues growth by approximately one
percentage point.
The following table sets forth the components of our net revenues:
                    Three Months Ended                                    Six Months Ended
                        March 31,                2020 vs. 2019                March 31,               2020 vs. 2019
                                                 $            %                                       $            %
                     2020         2019        Change      Change(1)       2020         2019        Change      Change(1)
                                                    (in millions, except percentages)
Service revenues $   2,623      $ 2,417     $    206           9 %     $  5,178     $  4,759     $    419           9 %
Data processing
revenues             2,711        2,432          279          11 %        5,575        4,902          673          14 %
International
transaction
revenues             1,833        1,796           37           2 %        3,851        3,647          204           6 %
Other revenues         392          327           65          20 %          757          626          131          21 %
Client
incentives          (1,705 )     (1,478 )       (227 )        15 %       (3,453 )     (2,934 )       (519 )        18 %
Net revenues     $   5,854      $ 5,494     $    360           7 %     $ 11,908     $ 11,000     $    908           8 %


(1) Figures in the table may not recalculate exactly due to rounding. Percentage

changes are calculated based on unrounded numbers.

• Service revenues increased primarily due to 8% growth in nominal payments

volume during the three and six month comparable periods as well as select

pricing modifications effective in 2019, partially offset by unfavorable

business mix. Service revenues for the three months ended March 31, 2020

were not significantly impacted by COVID-19 as they were recognized on the


       payments volume for the three months ended December 31, 2019.



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• Data processing revenues increased mainly due to overall growth in

processed transactions of 7% and 9% during the three and six month

comparable periods, respectively, select pricing modifications effective

in 2019, as well as faster growth of our value-added services and

acquisition-related revenue. The growth of our data processing revenues

was negatively impacted in the latter part of March 2020 by the decrease

in processed transactions as COVID-19 spread throughout the world.

• International transaction revenues increased primarily due to select

pricing modifications effective in 2019. International transaction

revenues also reflected fluctuations in the volatility of a broad range of

currencies as well as a 4% decline and 2% growth in nominal cross-border

volumes during the three and six month comparable periods, respectively,

due to the decrease in cross-border volume through the quarter as COVID-19

spread throughout the world.

• Other revenues increased primarily due to higher revenues from value-added


       services.


•      Client incentives increased mainly due to incentives recognized on

long-term customer contracts that were initiated or renewed in the past 12

months and overall growth in global payments volume. The amount of client


       incentives we record in future periods will vary based on changes in
       performance expectations, actual client performance, amendments to
       existing contracts or execution of new contracts.


Operating Expenses
The following table sets forth components of our total operating expenses:
                             Three Months Ended                                       Six Months Ended
                                 March 31,                  2020 vs. 2019                March 31,                2020 vs. 2019
                                                           $             %                                       $            %
                              2020           2019        Change      Change(1)        2020         2019       Change      Change(1)
                                                             (in millions, except percentages)
Personnel               $      940         $   894     $    46           5  %     $    1,922     $ 1,701     $   221         13  %
Marketing                      235             241          (6 )        (3 )%            509         517          (8 )       (1 )%
Network and processing         183             171          12           7  %            364         344          20          6  %
Professional fees              103             101           2           2  %            209         192          17          9  %
Depreciation and
amortization                   192             160          32          20  %            374         319          55         17  %
General and
administrative                 269             264           5           2  %            582         540          42          8  %
Litigation provision             8              22         (14 )       (67 )%              8          29         (21 )      (73 )%
Total operating
expenses                $    1,930         $ 1,853     $    77           4  %     $    3,968     $ 3,642     $   326          9  %

(1) Figures in the table may not recalculate exactly due to rounding. Percentage


     changes are calculated based on unrounded numbers.


•      Personnel expenses increased primarily due to continued increase in
       headcount offset by lower incentive compensation for the three-month

comparable period. For the six-month comparable period, expenses increased

due to continued headcount growth in support of our investment strategy


       for future growth.


•      Network and processing expenses increased mainly due to continued
       technology and processing network investments to support growth.


•      Depreciation and amortization expenses increased primarily due to

additional depreciation and amortization from our on-going investments,


       including acquisitions.


•      General and administrative expenses increased mainly due to

reclassification of certain expenses to general and administrative, higher

product enhancements costs in support of our business growth and higher


       indirect taxes, offset by favorable currency fluctuations.


•      Litigation provision decreased primarily due to lower accruals for
       uncovered litigation.



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Non-operating Income (Expense)
The following table sets forth the components of our non-operating income
(expense):
                           Three Months Ended                                 Six Months Ended
                               March 31,               2020 vs. 2019             March 31,               2020 vs. 2019
                                                      $           %                                     $            %
                            2020          2019      Change    Change(1)       2020         2019      Change      Change(1)
                                                         (in millions, except percentages)
Interest expense, net   $    (118 )     $ (140 )   $   22        (16 )%    $   (229 )    $ (285 )   $    56        (20 )%
Investment income and
other                          23          176       (153 )      (87 )%          92         234        (142 )      (61 )%
Total non-operating
income (expense)        $     (95 )     $   36     $ (131 )     (367 )%    $   (137 )    $  (51 )   $   (86 )      170  %

(1) Figures in the table may not recalculate exactly due to rounding. Percentage

changes are calculated based on unrounded numbers.

• Interest expense, net decreased primarily as a result of entering into

derivative instruments in fiscal 2019 that lowered the cost of borrowing

on a portion of our outstanding debt.

• Investment income and other decreased primarily due to lower gains on our

equity investments and lower interest income on our cash and investments.




Liquidity and Capital Resources
Cash Flow Data
The following table summarizes our cash flow activity for the periods presented:
                                                                 Six Months Ended
                                                                    March 31,
                                                               2020            2019
                                                                  (in millions)
Total cash provided by (used in):
Operating activities                                       $     5,342     $    5,358
Investing activities                                             2,441           (396 )
Financing activities                                            (5,887 )       (5,486 )
Effect of exchange rate changes on cash and cash
equivalents                                                         88      

(171 ) Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents

$     1,984

$ (695 )




Operating activities. Cash provided by operating activities for the six months
ended March 31, 2020 was slightly lower than the prior-year comparable period
due to higher client incentives and timing of settlement. Partially offset by
continued growth in our underlying business and receipt of the $467 million
takedown payment associated with the Interchange Multidistrict Litigation. See
Note 14-Legal Matters to our unaudited consolidated financial statements.
Investing activities. Cash provided by investing activities for the six months
ended March 31, 2020 increased primarily due to higher sales of investment
securities and fewer purchases of investment securities as compared to the
prior-year period.
Financing activities. Cash used in financing activities for the six months ended
March 31, 2020 was slightly higher than the prior-year comparable period
primarily due to higher share repurchase and higher dividends paid. Partially
offset by proceeds received from the issuance of commercial paper. See Note
8-Debt and Note 10-Stockholders' Equity to our unaudited consolidated financial
statements.

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Sources of Liquidity
Our primary sources of liquidity are cash on hand, cash flow from operations,
our investment portfolio and access to various equity and borrowing
arrangements. Funds from operations are maintained in cash and cash equivalents
and short-term or long-term available-for-sale investment securities based upon
our funding requirements, access to liquidity from these holdings and the
returns that these holdings provide. Based on our current cash flow 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. Our ability to access
cost-effective capital could be impacted by global credit market conditions. 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.
Commercial paper program. We maintain a commercial paper program to support our
working capital requirements and for other general corporate purposes. The
carrying amount outstanding at March 31, 2020 was $1.0 billion, with a
weighted-average interest rate of 1.55% and remaining maturities of less
than 12 months. See Note 8-Debt to our unaudited consolidated financial
statements.
Senior notes. In April 2020, we issued fixed-rate senior notes in an aggregate
principal amount of $4.0 billion, with maturities ranging
between 7 and 20 years. See Note 8-Debt to our unaudited consolidated financial
statements.
Uses of Liquidity
There has been no significant change to our primary uses of liquidity since
September 30, 2019, except as discussed below.
Common stock repurchases. In January 2020, our board of directors authorized a
$9.5 billion share repurchase program. During the six months ended March 31,
2020, we repurchased 31 million shares of our class A common stock for $5.5
billion. As of March 31, 2020, our January 2020 share repurchase program had
remaining authorized funds of $8.1 billion for share repurchase. See Note
10-Stockholders' Equity to our unaudited consolidated financial statements.
Dividends. During the six months ended March 31, 2020, we declared and paid
$1.3 billion in dividends to holders of our common and preferred stock. On
April 21, 2020, our board of directors declared a cash dividend in the amount of
$0.30 per share of class A common stock (determined in the case of class B and C
common stock and UK&I and Europe preferred stock on an as-converted basis),
which will be paid on June 2, 2020, to all holders of record as of May 14, 2020.
See Note 10-Stockholders' Equity to our unaudited consolidated financial
statements. We expect to continue paying quarterly dividends in cash, subject to
approval by the board of directors. All three series of preferred stock and
class B and C common stock will share ratably on an as-converted basis in such
future dividends.
Senior notes. In December 2015, we issued fixed-rate senior notes in an
aggregate principal amount of $16.0 billion, with maturities ranging between 2
and 30 years. A principal payment of $3.0 billion is due on December 14, 2020,
for which we have sufficient liquidity. See Note 8-Debt to our unaudited
consolidated financial statements.
Acquisition. On January 13, 2020, we entered into a definitive agreement to
acquire Plaid, Inc. for $5.3 billion. We will pay approximately $4.9 billion of
cash and $0.4 billion of retention equity and deferred equity consideration.
This acquisition is subject to customary closing conditions, including ongoing
regulatory reviews and approvals, which are expected to be completed by the end
of 2020. We intend to fund the acquisition with cash, cash equivalents and
investments, as well as through the issuance of new indebtedness.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk


There have been no significant changes to our market risks since September 30, 2019.


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