VISA, INC. 
This management's discussion and analysis provides a review of the results of operations, financial condition and the liquidity and capital resources ofVisa 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 in Item 1-Financial Statements of this report. Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of theU.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"); 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 ourSEC filings, including our Annual Report on Form 10-K, for the year endedSeptember 30, 2020 and our subsequent reports on Forms 10-Q and 8-K. Except as required by law, we do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise. 24 -------------------------------------------------------------------------------- Table of Contents OverviewVisa is a global payments technology company that enables innovative, secure and reliable electronic payments across more than 200 countries and territories. We facilitate digital payments across a global network of consumers, merchants, financial institutions, businesses, strategic partners and government entities through innovative technologies. 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-reportedU.S. GAAP and non-GAAP net income and diluted earnings per share are as follows: Three Months Ended December 31, % 2020 2019 Change(1) (in millions, except percentages and per share data) Net income, as reported$ 3,126 $ 3,272 (4) % Diluted earnings per share, as reported$ 1.42 $ 1.46 (3) % Non-GAAP net income(2)$ 3,125 $ 3,272 (4) % Non-GAAP diluted earnings per share(2)$ 1.42 $ 1.46 (3) % (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. COVID-19 continues to have an impact globally. While we have been actively monitoring the worldwide spread of COVID-19, the extent to which COVID-19 will ultimately impact our business remains difficult to predict. Our priority remains the safety of our employees, clients and the communities in which we live and operate. We are taking a measured approach in bringing our employees back in the office, with most of our employees currently working remotely. We continue to remain in close and regular contact with our employees, clients, partners and with governments globally to help them navigate these challenging times. Revenues in the first quarter of fiscal 2021 were at varying stages of recovery. During the quarter, there was year-over-year growth in payments volume and processed transactions. While cross-border volume did improve during the quarter, it remains depressed as the majority of borders remain closed. Although we have taken measures to modify our business practices and reduce operating expenses, including scaling back hiring plans, restricting travel, lowering marketing spend and the use of external resources, the impact that COVID-19 will have on our business remains difficult to predict due to numerous uncertainties, including the transmissibility, severity and duration of the outbreak, the effectiveness of social distancing measures or actions that are voluntarily adopted by the public or required by governments or public health authorities, the development and availability of effective treatments or vaccines, and the impact to our employees and our operations, the business of our clients, supplier and business partners, and other factors identified in Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year endedSeptember 30 2020 , filed with theSEC onNovember 19, 2020 . We will continue to evaluate the nature and extent of the impact to our business. Highlights for the first quarter of fiscal 2021. Net revenues for the three months endedDecember 31, 2020 were$5.7 billion , and decreased 6% over the prior-year comparable period, driven by the year-over-year changes in cross-border volume, which were impacted by the spread of COVID-19 globally starting in the latter part ofMarch 2020 , and higher client incentives. The decrease in net revenues were partially offset by growth in nominal payments volume and processed transactions. Exchange rate movements in the three months endedDecember 31, 2020 , as partially mitigated by our hedging program, positively impacted our net revenues by approximately one half of a percentage point. Total operating expenses for the three months endedDecember 31, 2020 were$1.8 billion , and decreased 10% over the prior-year comparable period, on both a GAAP and non-GAAP basis, driven by our overall cost reduction strategy. Non-GAAP financial results. We use non-GAAP financial measures of our performance which exclude certain items which we believe are not representative of our continuing operations, as they may be non-recurring or have no cash impact, and may distort our longer-term operating trends. We consider non-GAAP measures useful to 25 -------------------------------------------------------------------------------- Table of Contents investors because they provide greater transparency into management's view and assessment of our ongoing operating performance. •Gains and losses on equity investments. Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment. These long-term investments are strategic in nature and are primarily private company investments. Gains and losses 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. •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. •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. 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 withU.S. GAAP. The following tables reconcile our as-reported financial measures, calculated in accordance withU.S. GAAP, to our respective non-GAAP financial measures for the three months endedDecember 31, 2020 and 2019.
Three Months Ended
Diluted
Operating Non-operating Income Tax Effective Income Earnings Per
Expenses Income (Expense) Provision Tax Rate(1) Net Income Share(1)
(in millions, except percentages and per share data)
As reported $ 1,843 $ (96) $ 622 16.6 % $ 3,126 $ 1.42
(Gains) Losses on equity investments, net - (16) (4) (12) (0.01)
Amortization of acquired intangible assets (12) - 3 9 -
Acquisition-related costs (3) - 1 2 -
Non-GAAP $ 1,828 $ (112) $ 622 16.6 % $ 3,125 $ 1.42 Three Months Ended
Diluted
Operating Non-operating Income Income Tax Effective Income Earnings Per
Expenses (Expense) Provision Tax Rate(1) Net Income Share(1)
(in millions, except percentages and per share data)
As reported $ 2,038 $ (42) $ 702 17.7 % (Gains) Losses on equity investments, net - (13) (3) (10) - Amortization of acquired intangible assets (11) - 3 8 - Acquisition-related costs (2) - - 2 - Non-GAAP$ 2,025 $ (55)$ 702 17.7 %$ 3,272 $ 1.46
(1)Figures in the table may not recalculate exactly due to rounding. Effective income tax rate, diluted earnings per share and their respective totals are calculated based on unrounded numbers.
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Common stock repurchases. In January 2020 , our board of directors authorized a
$9.5 billion share repurchase program (the "January 2020 Program"). During the
three months ended December 31, 2020 , we repurchased 9 million shares of our
class A common stock in the open market for $1.8 billion . As of December 31,
2020 , our January 2020 Program had remaining authorized funds of $3.7 billion .
In January 2021 , our board of directors authorized an additional $8.0 billion
share repurchase program. See Note 9-Stockholders' Equity to our unaudited
consolidated financial statements.
Acquisition. On January 12, 2021 , Visa and Plaid Inc. mutually terminated their
merger agreement announced on January 13, 2020 . See Note 2-Acquisitions and Note
13-Legal Matters to our unaudited consolidated financial statements.
Payments volume and processed transactions. Payments volume is the primary
driver for our service revenues, and the number of processed transactions is the
primary driver for our data processing revenues.
Nominal payments volume growth in the U.S. for the three months ended
September 30, 2020 (1) was 7%, while nominal international payments volume growth
was negatively impacted by movements in U.S. dollar exchange rates. On a
constant-dollar basis, which excludes the impact of exchange rate movements, our
international payments volume growth for the three months ended September 30,
2020 was 1%. Growth in processed transactions reflects the ongoing worldwide
shift to electronic payments, partially offset by the impact of COVID-19.
The following table presents nominal payments and cash volume:
United States International Visa Inc.
Three Months Ended September 30,(1) Three Months Ended September 30,(1) Three Months Ended September 30,(1)
2020 2019 % Change(2) 2020 2019 % Change(2) 2020 2019 % Change(2)
(in billions, except percentages)Nominal payments volume Consumer credit$ 378 $ 405 (7) %$ 573 $ 646 (11) %$ 951 $ 1,051 (10) % Consumer debit(3) 555 446 25 % 584 501 17 % 1,140 947 20 % Commercial(4) 164 170 (4) % 94 101 (7) % 258 271 (5) % Total nominal payments volume(2)$ 1,097 $ 1,021 7 %$ 1,252 $ 1,248 - %$ 2,349 $ 2,269 4 % Cash volume 165 148 12 % 481 566 (15) % 646 714 (10) % Total nominal volume(2),(5)$ 1,262 $ 1,168 8 %$ 1,733 $ 1,814 (5) %$ 2,995 $ 2,983 - % 27
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The following table presents nominal and constant payments and cash volume
growth:
International Visa Inc.
Three Months Three Months
Ended September 30, Ended September 30,
2020 vs. 2019(1),(2) 2020 vs. 2019(1),(2)
Nominal Constant(6) Nominal Constant(6)
Payments volume growth
Consumer credit growth (11) % (10) % (10) % (9) %
Consumer debit growth(3) 17 % 17 % 20 % 21 %
Commercial growth(4) (7) % (5) % (5) % (4) %
Total payments volume growth(2) - % 1 % 4 % 4 %
Cash volume growth (15) % (10) % (10) % (5) %
Total volume growth(2) (5) % (2) % - % 2 %
(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
months ended December 31, 2020 and 2019 were based on nominal payments volume
reported by our financial institution clients for the three months ended
September 30, 2020 and 2019, 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 are not material.
(6)Growth on a constant-dollar basis excludes the impact of foreign currency
fluctuations against the U.S. dollar.
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
December 31,
%
2020 2019 Change(1)
(in millions, except percentages)
Visa processed transactions 39,213 37,775 4 %
(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
December 31,
$ %
2020 2019 Change Change(1)
(in millions, except percentages)
U.S. $ 2,667 $ 2,717 $ (50) (2) %
International 3,020 3,337 (317) (9) %
Net revenues $ 5,687 $ 6,054 $ (367) (6) %
(1)Figures in the table may not recalculate exactly due to rounding. Percentage
changes are calculated based on unrounded numbers.
Net revenues decreased primarily due to the year-over-year changes in
cross-border volume, which were impacted by COVID-19 starting in the latter part
of March 2020 , and higher client incentives. The decrease in net revenues was
partially offset by growth in nominal payments volume and processed
transactions.
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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
months ended December 31, 2020 , as partially mitigated by our hedging program,
positively impacted our net revenues by approximately one half of a percentage
point.
The following table sets forth the components of our net revenues:
Three Months Ended
December 31,
$ %
2020 2019 Change Change(1)
(in millions, except percentages)
Service revenues $ 2,677 $ 2,555 $ 122 5 %
Data processing revenues 3,033 2,864 169 6 %
International transaction revenues 1,451 2,018 (567) (28) %
Other revenues 384 365 19 5 %
Client incentives (1,858) (1,748) (110) 6 %
Net revenues $ 5,687 $ 6,054 $ (367) (6) %
(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 4% growth in nominal payments
volume. Service revenues were also impacted by select pricing modifications and
business mix.
•Data processing revenues increased mainly due to overall growth in processed
transactions of 4% and growth in value added services.
•International transaction revenues decreased due to a 32% decline in nominal
cross-border volumes, excluding transactions within Europe , as COVID-19 spread
globally starting in the latter part of March 2020 . International transaction
revenues were also impacted by fluctuations in the volatility of a broad range
of currencies and business mix.
•Other revenues increased primarily due to higher consulting and marketing
related fees and other value added services revenues.
•Client incentives increased in correlation with the increase in payments
volumes. 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
December 31,
$ %
2020 2019 Change Change(1)
(in millions, except percentages)
Personnel $ 981 $ 982 $ (1) - %
Marketing 205 274 (69) (25) %
Network and processing 173 181 (8) (4) %
Professional fees 83 106 (23) (21) %
Depreciation and amortization 197 182 15 8 %
General and administrative 203 313 (110) (35) %
Litigation provision 1 - 1 165 %
Total operating expenses $ 1,843 $ 2,038 $ (195) (10) %
(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers.
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•Marketing expenses decreased reflecting our overall cost reduction strategy.
•Professional fees decreased reflecting our overall cost reduction strategy.
•Depreciation and amortization expenses increased primarily due to additional
depreciation and amortization from our on-going investments, including
acquisitions.
•General and administrative expenses decreased primarily due to travel
restrictions, lower product enhancements costs and our overall cost reduction
strategy.
Non-operating Income (Expense)
The following table sets forth the components of our non-operating income
(expense):
Three Months Ended
December 31,
$ %
2020 2019 Change Change(1)
(in millions, except percentages)
Interest expense, net $ (136) $ (111) $ (25) 23 %
Investment income and other 40 69 (29) (43) %
Total non-operating income (expense) $ (96) $ (42) $ (54) 130 %
(1)Figures in the table may not recalculate exactly due to rounding. Percentage
changes are calculated based on unrounded numbers.
•Interest expense, net increased primarily as a result of the issuance of debt
in fiscal 2020.
•Investment income and other decreased primarily due to lower interest income on
our cash and investments.
Effective Income Tax Rate
The following table sets forth our effective income tax rate:
Three Months Ended
December 31,
2020 2019 Change
Effective income tax rate 17 % 18 % (1) %
The difference in the effective tax rates between the three months ended
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Liquidity and Capital Resources
Cash Flow Data
The following table summarizes our cash flow activity for the periods presented:
Three Months Ended
December 31,
2020 2019
(in millions)
Total cash provided by (used in):
Operating activities $ 3,513 $ 3,875
Investing activities 639 562
Financing activities (5,572) (3,133)Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
304 127
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
$
(1,116)
Operating activities. Cash provided by operating activities for the three months endedDecember 31, 2020 was lower than the prior-year comparable period due to prior-year receipt of the$467 million takedown payment associated with the Interchange Multidistrict Litigation, partially offset by lower client incentives and lower cash paid for taxes. Investing activities. Cash provided by investing activities for the three months endedDecember 31, 2020 increased primarily due to higher maturities and sales of investment securities, partially offset by higher purchases of investment securities as compared to the prior-year period. Financing activities. Cash used in financing activities for the three months endedDecember 31, 2020 was higher than the prior-year comparable period primarily due to the$3.0 billion principal debt payment upon maturity of our senior notes inDecember 2020 and higher dividends paid, partially offset by lower share repurchases. See Note 7-Debt and Note 9-Stockholders' Equity to our unaudited consolidated financial statements. 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 budgets and forecasts of our short-term and long-term liquidity needs, we believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity needs for more than the next 12 months. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions and other relevant circumstances. Uses of Liquidity There has been no significant change to our primary uses of liquidity sinceSeptember 30, 2020 , except as discussed below. Common stock repurchases. During the three months endedDecember 31, 2020 , we repurchased 9 million shares of our class A common stock for$1.8 billion . As ofDecember 31, 2020 , ourJanuary 2020 Program had remaining authorized funds of$3.7 billion . See Note 9-Stockholders' Equity to our unaudited consolidated financial statements. 31 -------------------------------------------------------------------------------- Table of Contents Dividends. During the three months endedDecember 31, 2020 , we declared and paid$703 million in dividends to holders of our common and preferred stock. OnJanuary 26, 2021 , our board of directors declared a cash dividend in the amount of$0.32 per share of class A common stock (determined in the case of class B and C common stock and series A, UK&I andEurope preferred stock on an as-converted basis), which will be paid onMarch 1, 2021 , to all holders of record as ofFebruary 12, 2021 . See Note 9-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 preferred and class B and C common stock will share ratably on an as-converted basis in such future dividends. Senior notes. InDecember 2020 , a principal payment of$3.0 billion was made on our fixed-rate senior notes issued inDecember 2015 . See Note 7-Debt to our unaudited consolidated financial statements. Accounting Pronouncements Not Yet Adopted InDecember 2019 , theFinancial Accounting Standards Board ("FASB") issued Accounting Standards Board Update ("ASU") 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements. The amendments in the ASU are effective onOctober 1, 2021 . The adoption is not expected to have a material impact on our consolidated financial statements. InJanuary 2020 , the FASB issued ASU 2020-01, which clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative. The amendments in the ASU are effective onOctober 1, 2021 . The adoption is not expected to have a material impact on our consolidated financial statements. InMarch 2020 , the FASB issued ASU 2020-04, which provides optional expedients and exceptions for applyingU.S. GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform. Subsequently, the FASB also issued an amendment to this standard. The amendments in the ASU are effective upon issuance throughDecember 31, 2022 . We are evaluating the effect ASU 2020-04 and its subsequent amendment will have on our consolidated financial statements. ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no significant changes to our market risks since
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