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 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 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 invasion of Ukraine by
Russia; the ongoing effects of the COVID-19 pandemic, as well as the reopening
of borders and resumption of international travel; prospects, developments,
strategies and growth of our business; anticipated expansion of our products in
certain countries; industry developments; anticipated timing and 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 "anticipates," "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, 2021, 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 facilitates global commerce
and money movement across more than 200 countries and territories among a global
network of consumers, merchants, financial institutions and government entities
through innovative technologies. We provide transaction processing services
(primarily authorization, clearing and settlement) to our financial institutions
and merchants through VisaNet, our advanced transaction processing network. We
offer products and solutions that facilitate secure, reliable and efficient
money movement for all participants in the ecosystem.

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



                                                      Three Months Ended                                            Six Months Ended
                                                           March 31,                                                    March 31,
                                                                                  %                                                           %
                                         2022               2021              Change(1)              2022              2021               Change(1)
                                                                   (in millions, except percentages and per share data)
Net revenues                        $     7,189          $ 5,729                      25  %       $ 14,248          $ 11,416                      25  %
Operating expenses                  $     2,387          $ 2,148                      11  %       $  4,670          $  3,991                      17  %
Net income                          $     3,647          $ 3,026                      21  %       $  7,606          $  6,152                      24  %
Diluted earnings per share          $      1.70          $  1.38                      23  %       $   3.54          $   2.80                      26  %

Non-GAAP operating expenses(2)      $     2,287          $ 1,978                      16  %       $  4,402          $  3,806                      16  %
Non-GAAP net income(2)              $     3,836          $ 3,031                      27  %       $  7,737          $  6,156                      26  %
Non-GAAP diluted earnings per
share(2)                            $      1.79          $  1.38                      30  %       $   3.60          $   2.80                      28  %


(1)Figures in the table may not recalculate exactly due to rounding. Percentage changes are calculated based on unrounded numbers. (2)For a full reconciliation of our GAAP to non-GAAP financial results, see tables in Non-GAAP financial results below.

Russia & Ukraine. During the quarter ended March 31, 2022, economic sanctions
were imposed on Russia by the U.S., European Union, United Kingdom and other
jurisdictions and authorities, impacting Visa and its clients. We announced in
March 2022 that we were suspending our operations in Russia. As a result, we are
no longer generating revenue from domestic and cross-border activities related
to Russia. Since 2015, domestic transactions have been processed by Russia's
state-owned payments operator, National Payment Card System. With respect to
cross-border activities, all transactions initiated with Visa cards issued by
financial institutions outside Russia no longer work within Russia, and all
transactions on cards issued in Russia no longer work outside the country.
Furthermore, we have deconsolidated our Russian subsidiary, as required under
U.S. GAAP. For the first half of fiscal 2022 and full year fiscal 2021, total
net revenues from Russia, including revenues driven by domestic as well as
cross-border activities, were approximately 4% of our consolidated net revenues.

With respect to Russia's invasion of Ukraine, our priority is ensuring the safety and security of our colleagues and their families who are directly impacted. We are in close contact with those in the region and are providing ongoing support to our colleagues.



COVID-19. As the effects of the evolving COVID-19 pandemic continue, our
priority remains the safety of our employees, clients and the communities in
which we live and operate. We are taking a phased approach to reopening our
offices, with our U.S. employees returning to offices in April 2022 in a new
hybrid model of flexible work.

The ongoing effects of Russia's invasion of Ukraine and COVID-19 are difficult
to predict due to numerous uncertainties 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 2022. For the three and six months ended
March 31, 2022, net revenues increased 25% over both the prior-year comparable
periods, primarily due to the growth in nominal payments volume, processed
transactions and nominal cross-border volume, partially offset by higher client
incentives. Net revenues were also positively impacted by our suspension of
operations in Russia. See Results of Operations-Net Revenues below for further
discussion. During the three and six months ended March 31, 2022, exchange rate

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movements and our hedging program negatively impacted our net revenues growth by approximately one percentage point.



For the three and six months ended March 31, 2022, GAAP operating expenses
increased 11% and 17% over the prior-year comparable periods, respectively,
primarily driven by higher personnel expense reflecting our strategy to invest
in future growth and expenses incurred as a result of steps taken to support our
employees in Russia and Ukraine, and higher marketing expense as we lapped
planned delays in spending in the prior year. For the six months ended March 31,
2022, GAAP operating expenses also included higher litigation provision. During
the three and six months ended March 31, 2022, exchange rate movements
positively impacted our operating expense growth by approximately three
percentage points and two percentage points, respectively.

For the three and six months ended March 31, 2022, non-GAAP operating expenses
increased 16% over both the prior-year comparable periods, primarily due to
higher marketing expense as we lapped planned delays in spending in the prior
year, higher personnel expense reflecting our strategy to invest in future
growth and higher general and administrative expense related to the suspension
of our operations in Russia and higher usage of travel related card benefits.

Acquisitions. On December 20, 2021, we acquired The Currency Cloud Group Limited
("Currencycloud"), a UK-based global platform that enables banks and fintechs to
provide innovative foreign exchange solutions for cross-border payments, for a
total purchase consideration of $893 million (which includes the fair value of
our previously held equity interest in Currencycloud).

On March 10, 2022, we acquired 100% of the share capital of Tink AB ("Tink") for
$1.9 billion in cash. Tink is a European open banking platform that enables
financial institutions, fintechs and merchants to build financial products and
services and move money. See Note 2-Acquisitions to our unaudited consolidated
financial statements.

Interchange multidistrict litigation. During the six months ended March 31,
2022, we recorded an additional accrual of $145 million to address claims
associated with the interchange multidistrict litigation. We also deposited $250
million into the U.S. litigation escrow account. See Note 5-U.S. and Europe
Retrospective Responsibility Plans and Note 13-Legal Matters to our unaudited
consolidated financial statements.

Common stock repurchases. In December 2021, our board of directors authorized a
$12.0 billion share repurchase program. During the six months ended March 31,
2022, we repurchased 34 million shares of our class A common stock in the open
market for $7.1 billion. As of March 31, 2022, our repurchase program had
remaining authorized funds of $9.8 billion. See Note 9-Stockholders' Equity to
our unaudited consolidated financial statements.

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

•Gains and losses on equity investments. Gains and losses on equity investments
include periodic non-cash fair value adjustments and gains and losses upon sale
of an investment. These long-term investments are strategic in nature and are
primarily private company investments. Gains and losses 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

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acquired entities. These costs also include 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.

•Litigation provision. During the six months ended March 31, 2022, we recorded
an additional accrual to address claims associated with the interchange
multidistrict litigation of $145 million, and related tax benefit of $32 million
determined by applying applicable tax rates. Under the U.S. retrospective
responsibility plan, we recover the monetary liabilities related to the U.S.
covered litigation through a downward adjustment to the conversion rate of our
class B common stock to shares of class A common stock. See Note 5-U.S. and
Europe Retrospective Responsibility Plans and Note 13-Legal Matters to our
unaudited consolidated financial statements.

•Russia-Ukraine charges. During the three and six months ended March 31, 2022,
we recorded a loss within general and administrative expense of $35 million from
the deconsolidation of our Russian subsidiary. See Note 1-Summary of Significant
Accounting Policies to our unaudited consolidated financial statements. We also
incurred charges of $25 million in personnel expense as a result of steps taken
to support our employees in Russia and Ukraine. We have excluded these amounts
and the related tax benefit of $4 million, determined by applying applicable tax
rates, as they are one-time charges and do not reflect the underlying
performance of our business.

•Indirect taxes. During the three and six months ended March 31, 2021, we
recognized a one-time charge within general and administrative expense of $152
million, and related tax benefit of $40 million determined by applying
applicable tax rates. This charge is to record our estimate of probable
additional indirect taxes, related to prior periods, for which we could be
liable as a result of certain changes in applicable law. This one-time charge is
not representative of our ongoing operations.

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. GAAP. The following tables
reconcile our as-reported financial measures, calculated in accordance with U.S.
GAAP, to our respective non-GAAP financial measures:

                                                                            

Three Months Ended March 31, 2022


                                                                                                                                                                            Diluted
                                               Operating                    Non-operating                  Income Tax          Effective Income           Net            Earnings Per
                                                Expenses                  Income (Expense)                  Provision             Tax Rate(1)            Income            Share(1)
                                                                    (in millions, except percentages and per share data)
As reported                                 $       2,387                $           (260)               $        895                    19.7  %       $ 3,647          $       1.70
(Gains) losses on equity investments,
net                                                     -                             127                          28                                       99                  0.05
Amortization of acquired intangible
assets                                                (20)                              -                           4                                       16                  0.01
Acquisition-related costs                             (20)                              -                           2                                       18                  0.01

Russia-Ukraine charges                                (60)                              -                           4                                       56                  0.03
Non-GAAP                                    $       2,287                $           (133)               $        933                    19.6  %       $ 3,836          $       1.79


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Six Months Ended March 31, 2022


                                                                                                                                                                         Diluted
                                              Operating                   Non-operating                  Income Tax         Effective Income           Net            Earnings Per
                                               Expenses                 Income (Expense)                 Provision             Tax Rate(1)            Income            Share(1)
                                                                  (in millions, except percentages and per share data)
As reported                                 $     4,670                $           (139)               $     1,833                    19.4  %       $ 7,606          $       3.54
(Gains) losses on equity investments,
net                                                   -                            (104)                       (14)                                     (90)                (0.04)
Amortization of acquired intangible
assets                                              (33)                              -                          7                                       26                  0.01
Acquisition-related costs                           (30)                              -                          4                                       26                  0.01

Litigation provision                               (145)                              -                         32                                      113                  0.05
Russia-Ukraine charges                              (60)                              -                          4                                       56                  0.03
Non-GAAP                                    $     4,402                $           (243)               $     1,866                    19.4  %       $ 7,737          $       3.60

Three Months Ended March 31, 2021


                                                                                                                                                                            Diluted
                                               Operating                    Non-operating                  Income Tax          Effective Income           Net            Earnings Per
                                                Expenses                  Income (Expense)                  Provision             Tax Rate(1)            Income            Share(1)
                                                                    (in millions, except percentages and per share data)
As reported                                 $       2,148                $             47                $        602                    16.6  %       $ 3,026          $       1.38
(Gains) losses on equity investments,
net                                                     -                            (156)                        (35)                                    (121)                (0.05)
Amortization of acquired intangible
assets                                                (13)                              -                           3                                       10                     -
Acquisition-related costs                              (5)                              -                           1                                        4                     -
Indirect taxes                                       (152)                              -                          40                                      112                  0.05
Non-GAAP                                    $       1,978                $           (109)               $        611                    16.8  %       $ 3,031          $       1.38

Six Months Ended March 31, 2021


                                                                                                                                                                         Diluted
                                              Operating                   Non-operating                  Income Tax         Effective Income           Net            Earnings Per
                                               Expenses                 Income (Expense)                 Provision             Tax Rate(1)            Income            Share(1)
                                                                  (in millions, except percentages and per share data)
As reported                                 $     3,991                $            (49)               $     1,224                    16.6  %       $ 6,152          $       2.80
(Gains) losses on equity investments,
net                                                   -                            (172)                       (39)                                    (133)                (0.06)
Amortization of acquired intangible
assets                                              (25)                              -                          6                                       19                  0.01
Acquisition-related costs                            (8)                              -                          2                                        6                     -
Indirect taxes                                     (152)                              -                         40                                      112                  0.05
Non-GAAP                                    $     3,806                $           (221)               $     1,233                    16.7  %       $ 6,156          $       2.80

(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.

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.



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

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The following table presents nominal payments and cash volume:



                                               U.S.                                                    International                                                 Visa Inc.
                                Three Months Ended December 31,(1)                          Three Months Ended December 31,(1)                         

Three Months Ended December 31,(1)


                           2021              2020             % Change(2)              2021              2020             % Change(2)              2021              2020             % Change(2)
                                                                                             (in billions, except percentages)

Nominal payments
volume
Consumer credit        $     525          $   414                      27  %       $     707          $   620                      14  %       $   1,232          $ 1,034                      19  %
Consumer debit(3)            651              556                      17  %             733              613                      20  %           1,384            1,169                      18  %
Commercial(4)                218              171                      28  %             128              103                      25  %             347              273                      27  %
Total nominal payments
volume(2)              $   1,394          $ 1,140                      22  %       $   1,568          $ 1,336                      17  %       $   2,963          $ 2,476                      20  %
Cash volume(5)               153              143                       7  %             514              497                       3  %             667              640                       4  %
Total nominal
volume(2),(6)          $   1,547          $ 1,283                      21  %       $   2,083          $ 1,833                      14  %       $   3,630          $ 3,116                      16  %

                                               U.S.                                                    International                                                 Visa Inc.
                                 Six Months Ended December 31,(1)                            Six Months Ended December 31,(1)                           

Six Months Ended December 31,(1)


                           2021              2020             % Change(2)              2021              2020             % Change(2)              2021              2020             % Change(2)
                                                                                             (in billions, except percentages)

Nominal payments
volume
Consumer credit        $   1,004          $   791                      27  %       $   1,359          $ 1,194                      14  %       $   2,363          $ 1,985                      19  %
Consumer debit(3)          1,291            1,111                      16  %           1,424            1,198                      19  %           2,715            2,309                      18  %
Commercial(4)                423              334                      27  %             246              197                      25  %             669              531                      26  %
Total nominal payments
volume(2)              $   2,719          $ 2,237                      22  %       $   3,028          $ 2,589                      17  %       $   5,747          $ 4,825                      19  %
Cash volume(5)               332              308                       8  %           1,011              979                       3  %           1,342            1,287                       4  %
Total nominal
volume(2),(6)          $   3,050          $ 2,545                      20  %       $   4,039          $ 3,567                      13  %       $   7,089          $ 6,112                      16  %


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

                                                       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,
                                                   2021 vs. 2020(1),(2)                                  2021 vs. 2020(1),(2)                                 2021 vs. 2020(1),(2)                                  2021 vs. 2020(1),(2)
                                             Nominal                  Constant(7)                 Nominal                  Constant(7)                  Nominal                  Constant(7)                 Nominal                  Constant(7)
Payments volume growth
Consumer credit growth                                14  %                     16  %                      19  %                     20  %                       14  %                     14  %                      19  %                     19  %
Consumer debit growth(3)                              20  %                     20  %                      18  %                     19  %                       19  %                     17  %                      18  %                     17  %
Commercial growth(4)                                  25  %                     28  %                      27  %                     28  %                       25  %                     24  %                      26  %                     26  %
Total payments volume growth                          17  %                     19  %                      20  %                     20  %                       17  %                     16  %                      19  %                     19  %
Cash volume growth(5)                                  3  %                      7  %                       4  %                      7  %                        3  %                      5  %                       4  %                      6  %
Total volume growth                                   14  %                     15  %                      16  %                     18  %                       13  %                     13  %                      16  %                     16  %


(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, 2022 and 2021, respectively, were based on
nominal payments volume reported by our financial institution clients for the
three and six months ended December 31, 2021 and 2020, respectively. On
occasion, previously presented volume information may be updated. Prior-period
updates are not material.
(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)Cash volume generally consists of cash access transactions, balance access
transactions, balance transfers and convenience checks.
(6)Total nominal volume is the sum of total nominal payments volume and cash
volume. Total nominal volume is provided by our financial institution clients,
subject to review by Visa.
(7)Growth on a constant-dollar basis excludes the impact of foreign currency
fluctuations against the U.S. dollar.

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The following table presents the number of processed transactions:



                                                          Three Months Ended                                                  Six Months Ended
                                                              March 31,                                                          March 31,
                                                                                        %                                                                  %
                                           2022                 2021                Change(1)                 2022                 2021                Change(1)
                                                                                    (in millions, except percentages)
Visa processed transactions                 44,807              37,644                      19  %              92,366              76,857                      20  %

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



Results of Operations

Net Revenues

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

                        Three Months Ended                        Six Months Ended
                             March 31,                                March 31,
                                                            %                                                %
                      2022            2021              Change(1)        2022          2021              Change(1)
                                      (in millions, except percentages)
U.S.            $    3,079          $ 2,683                  15  %    $  6,257      $  5,350                  17  %
International        4,110            3,046                  35  %       7,991         6,066                  32  %
Net revenues    $    7,189          $ 5,729                  25  %    $ 14,248      $ 11,416                  25  %

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



Net revenues increased during the three and six-month comparable periods
primarily due to the growth in nominal payments volume, processed transactions
and nominal cross-border volume, partially offset by higher client incentives.
Net revenues were also positively impacted by our suspension of operations in
Russia. See further discussion below.

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. During the three and six months ended
March 31, 2022, exchange rate movements and our hedging program negatively
impacted our net revenues growth by approximately one percentage point.

The following table presents the components of our net revenues:



                                                  Three Months Ended                                  Six Months Ended
                                                      March 31,                                           March 31,
                                                                                            %                                                                 %
                                            2022                2021                    Change(1)              2022              2021                     Change(1)
                                                                       (in millions, except percentages)
Service revenues                      $    3,521             $ 2,845                            24  %       $  6,714          $  5,522                            22  %
Data processing revenues                   3,480               2,996                            16  %          7,094             6,029                            18  %
International transaction revenues         2,208               1,488                            48  %          4,382             2,939                            49  %
Other revenues                               474                 392                            21  %            923               776                            19  %
Client incentives                         (2,494)             (1,992)                           25  %         (4,865)           (3,850)                           26  %
Net revenues                          $    7,189             $ 5,729                            25  %       $ 14,248          $ 11,416                            25  %

(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 20% and 19% growth in nominal
payments volume during the three and six-month comparable periods, respectively.
In addition, while we normally would have recognized revenues in fiscal third
quarter based on fiscal second quarter payments volume, as a result of the
suspension of our operations in Russia, this quarter we recognized revenues from
our Russian clients based on fiscal second quarter payments volume.

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•Data processing revenues increased primarily due to overall growth in processed
transactions of 19% and 20% during the three and six-month comparable periods,
respectively, partially offset by unfavorable business mix.

•International transaction revenues increased primarily due to growth in nominal
cross-border volumes, excluding transactions within Europe, of 42% and 45%
during the three and six-month comparable periods, respectively. International
transaction revenues also increased due to select pricing modifications and
fluctuations in the volatility of a broad range of currencies, partially offset
by business mix.

•Other revenues increased primarily due to higher consulting and marketing revenues and other value added services.



•Client incentives increased primarily due to growth in payments volume during
the three and six-month comparable periods. 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 presents the components of our total operating expenses:

                                                   Three Months Ended                                 Six Months Ended
                                                       March 31,                                          March 31,
                                                                                             %                                                               %
                                             2022                2021                    Change(1)              2022             2021                    Change(1)
                                                                       (in millions, except percentages)
Personnel                              $    1,226             $ 1,114                           10   %       $ 2,351          $ 2,095                            12  %
Marketing                                     314                 206                           53   %           594              411                            45  %
Network and processing                        190                 179                            7   %           380              352                             8  %
Professional fees                             125                  82                           53   %           225              165                            36  %
Depreciation and amortization                 207                 201                            3   %           405              398                             2  %
General and administrative                    325                 363                          (10  %)           567              566                             -  %
Litigation provision                            -                   3                               NM           148                4                               NM
Total operating expenses               $    2,387             $ 2,148                           11   %       $ 4,670          $ 3,991

17 %




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

Total operating expenses increased primarily due to the planned delay of our
spend as revenue was impacted by the COVID-19 pandemic in the first half of the
prior year. Total operating expenses were also impacted by Russia's invasion of
Ukraine.

•Personnel expenses increased primarily due to higher headcount and compensation, reflecting our strategy to invest in future growth, and expenses incurred as a result of steps taken to support our employees in Russia and Ukraine.

•Marketing expenses increased as we lapped planned delays in spending in the prior year as well as higher spending in various campaigns, including the Beijing 2022 Olympics Winter Games, and client marketing.

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

•Professional fees increased primarily due to higher consulting fees as we lapped planned delays in spending in the prior year.



•General and administrative expenses decreased and was approximately flat during
the three and six months ended March 31, 2022, respectively, primarily due to a
one-time charge of indirect taxes in the prior year, partially offset by
increases in expenses due to the suspension of our operations in Russia,
deconsolidation of our Russian subsidiary and higher usage of travel related
card benefits.

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•Litigation provision increased during the six months ended March 31, 2022
primarily due to an additional $145 million accrual related to the U.S. covered
litigation. See Note 5-U.S. and Europe Retrospective Responsibility Plans and
Note 13-Legal Matters to our unaudited consolidated financial statements.

Non-operating Income (Expense)



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

                                                   Three Months Ended                                  Six Months Ended
                                                       March 31,                                           March 31,
                                                                                              %                                                         %
                                             2022                 2021                    Change(1)              2022             2021              Change(1)
                                                                       (in millions, except percentages)
Interest expense, net                 $     (134)              $  (121)                          10   %       $  (268)         $  (257)                     4   %
Investment income and other                 (126)                  168                         (174  %)           129              208                    (38  %)
Total non-operating income (expense)  $     (260)              $    47                         (644  %)       $  (139)         $   (49)

185 %

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



•Interest expense, net increased in the three and six months ended March 31,
2022 primarily as a result of higher interest expense related to income taxes
liabilities. The increase in the six months ended March 31, 2022 was partially
offset by lower interest expense due to lower outstanding debt and derivative
instruments that lowered the cost of borrowing.

•Investment income and other decreased in the three months ended March 31, 2022
primarily due to losses on our equity investments. Investment income and other
decreased in the six months ended March 31, 2022 primarily due to lower gains on
our equity investments.

Effective Income Tax Rate

The following table presents our effective income tax rates:



                                 Three Months Ended               Six Months Ended
                                      March 31,                       March 31,
                                   2022             2021           2022            2021
Effective income tax rate                 20  %     17  %                19  %     17  %


The difference in the effective tax rates is primarily due to $66 million and
$147 million of tax benefits recognized during the three and six months ended
March 31, 2021, respectively, as a result of the conclusion of audits by taxing
authorities.

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Liquidity and Capital Resources

Cash Flow Data



The following table summarizes our cash flow activity for the periods presented:

                                                                               Six Months Ended
                                                                                  March 31,
                                                                           2022                2021
                                                                                (in millions)
Total cash provided by (used in):
Operating activities                                                  $     7,721          $    6,842
Investing activities                                                       (2,332)              1,474
Financing activities                                                       (8,367)             (7,945)

Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents

                                         (305)                 16

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

                                           $    

(3,283) $ 387




Operating activities. Cash provided by operating activities for the six months
ended March 31, 2022 was higher than the prior-year comparable period primarily
due to growth in our underlying business, partially offset by higher client
incentive payments.

Investing activities. Cash was used in investing activities for the six months
ended March 31, 2022 as compared to cash provided by investing activities during
the prior-year comparable period, primarily due to higher cash paid for
acquisitions, net of cash and restricted cash acquired, and lower proceeds from
sales and maturities, net of purchases of investment securities. See Note
2-Acquisitions and Note 4-Cash, Cash Equivalents, Restricted Cash and Restricted
Cash Equivalents to our unaudited consolidated financial statements.

Financing activities. Cash used in financing activities for the six months ended
March 31, 2022 was higher than the prior-year comparable period primarily due to
higher share repurchases and higher dividends paid, partially offset by the
absence of the principal debt payment made in the prior year and proceeds from
the issuance of commercial paper in the current year. 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 our
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 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.

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, 2022 of $300 million was fully repaid
in April 2022. See Note 7-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, 2021, except as discussed below.

Common stock repurchases. During the six months ended March 31, 2022, we repurchased shares of our class A common stock in the open market for $7.1 billion. As of March 31, 2022, our repurchase program had remaining authorized funds of $9.8 billion. See Note 9-Stockholders' Equity to our unaudited consolidated financial statements.


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Dividends. During the six months ended March 31, 2022, we declared and paid
$1.6 billion in dividends to holders of our common and preferred stock. On
April 22, 2022, our board of directors declared a cash dividend in the amount of
$0.375 per share of class A common stock (determined in the case of class B and
C common stock and series A, B and C convertible participating preferred stock
on an as-converted basis). 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. Principal payments on our fixed-rate senior notes of $1.0 billion
and $2.3 billion are due in September 2022 and December 2022, respectively, for
which we have sufficient liquidity. See Note 7-Debt to our unaudited
consolidated financial statements.

Litigation. During December 2021, we deposited $250 million into the U.S.
litigation escrow account to address claims associated with the interchange
multidistrict litigation. The balance of this account as of March 31, 2022 was
$882 million and is reflected as restricted cash in our consolidated balance
sheets. See Note 5-U.S. and Europe Retrospective Responsibility Plans and Note
13-Legal Matters to our unaudited consolidated financial statements.

Acquisitions. On December 20, 2021, we acquired Currencycloud for a total
purchase consideration of $893 million (which includes the fair value of our
previously held equity interest in Currencycloud), and on March 10, 2022, we
acquired 100% of the share capital of Tink for $1.9 billion in cash. See Note
2-Acquisitions to our unaudited consolidated financial statements.

Accounting Pronouncements Not Yet Adopted



In March 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2020-04, which provides optional expedients
and exceptions for applying U.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 through December 31, 2022. We are
evaluating the effect ASU 2020-04 and its subsequent amendment will have on our
consolidated financial statements. The adoption is not expected to have a
material impact on our consolidated financial statements.

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