Visa V · USD

Note 14—Segment InformationThe Company’s activities are interrelated, and each activity is dependent upon and supportive of the other. All significant operating decisions are based on analysis of Visa as a single global business. The Company has one reportable segment, Payment Services.The Company’s chief operating decision maker (CODM) is the Chief Executive Officer, who uses consolidated net income in assessing performance and allocating resources. This profitability measure is used in the annual budgeting process, and to monitor current-period performance against budget and prior-period results in order to make key operating decisions. The CODM does not evaluate segment performance using asset information.Significant expenses that are regularly provided to the CODM for the Company’s one reportable segment are presented on the consolidated statements of operations and are included within the reported measure of consolidated net income.The Company’s long-lived net property and equipment and ROU assets are classified by major geographic areas as follows:September 30,20252024 (in millions)U.S.$1,826 $1,738 International598 591 Total$2,424 $2,329 Net revenue by geographic market is primarily based on the location of the issuing or acquiring financial institution. Net revenue earned in the U.S. was approximately 39%, 41% and 43% of total net revenue in fiscal 2025, 2024 and 2023, respectively. No individual country, other than the U.S., generated 10% or more of total net revenue in these years.In fiscal 2025, 2024 and 2023, the Company had one client that accounted for 11% of its total net revenue for each period.

Note 3—RevenueThe nature, amount, timing and uncertainty of the Company’s revenue and cash flows and how they are affected by economic factors are most appropriately depicted through the Company’s revenue categories and geographical markets. The following tables disaggregate the Company’s net revenue by revenue category and by geography:For the Years EndedSeptember 30,202520242023(in millions)Service revenue$17,539 $16,114 $14,826 Data processing revenue19,993 17,714 16,007 International transaction revenue14,166 12,665 11,638 Other revenue4,053 3,197 2,479 Client incentives(15,751)(13,764)(12,297)Net revenue $40,000 $35,926 $32,653 For the Years EndedSeptember 30,202520242023(in millions)U.S.$15,633 $14,780 $14,138 International24,367 21,146 18,515 Net revenue$40,000 $35,926 $32,653 For fiscal 2025, 2024, and 2023, revenue from value-added services was $10.9 billion, $8.8 billion and $7.2 billion, respectively. Revenue from Value-added Services is recognized within data processing, other and service revenue.Remaining performance obligations are comprised of deferred revenue and contract revenue that will be invoiced and recognized as revenue in future periods primarily related to value-added services. As of September 30, 2025, the remaining performance obligations were $4.9 billion. The Company expects approximately half to be recognized as revenue in the next two years and the remaining thereafter. However, the amount and timing of revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the estimate of amounts allocated to remaining performance obligations and when such revenue could be recognized.

Note 10—DebtThe Company had outstanding debt as follows:September 30,Effective Interest Rate(1)20252024(in millions, except percentages)U.S. dollar notes3.15% Senior Notes due December 2025$4,000 $4,000 3.26%1.90% Senior Notes due April 20271,500 1,500 2.02%0.75% Senior Notes due August 2027500 500 0.84%2.75% Senior Notes due September 2027750 750 2.91%2.05% Senior Notes due April 20301,500 1,500 2.13%1.10% Senior Notes due February 20311,000 1,000 1.20%4.15% Senior Notes due December 20351,500 1,500 4.23%2.70% Senior Notes due April 20401,000 1,000 2.80%4.30% Senior Notes due December 20453,500 3,500 4.37%3.65% Senior Notes due September 2047750 750 3.73%2.00% Senior Notes due August 20501,750 1,750 2.09%Euro notes1.50% Senior Notes due June 20261,587 1,513 1.71%2.25% Senior Notes due May 20281,470 — 2.57%2.00% Senior Notes due June 20291,176 1,120 2.13%3.125% Senior Notes due May 20331,176 — 3.20%2.375% Senior Notes due June 2034764 728 2.53%3.50% Senior Notes due May 2037764 — 3.62%3.875% Senior Notes due May 2044705 — 4.02%Total debt25,392 21,111 Unamortized discounts and debt issuance costs(171)(142)Hedge accounting fair value adjustments(2)(50)(133)Total carrying value of debt$25,171 $20,836 Reported as:Current maturities of debt$5,569 $— Long-term debt19,602 20,836 Total carrying value of debt$25,171 $20,836 (1)Effective interest rates disclosed do not reflect hedge accounting adjustments.(2)Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments.Senior NotesIn May 2025, the Company issued Euro-denominated fixed-rate senior notes in a public offering in an aggregate principal amount of €3.5 billion ($3.9 billion), with maturities ranging between 3 and 19 years. The 2028 Notes, 2033 Notes, 2037 Notes and 2044 Notes have interest rates of 2.25%, 3.125%, 3.50% and 3.875%, respectively. Interest on these notes is payable annually on May 15 of each year, commencing May 15, 2026. The net aggregate proceeds, after deducting discounts and debt issuance costs, were approximately €3.5 billion ($3.9 billion). The Company intends to use the net proceeds for general corporate purposes, which may include, among other things, the refinancing of existing indebtedness.

Note 19—Income TaxesThe Company’s income before income taxes by fiscal year consisted of the following:For the Years Ended September 30,202520242023 (in millions)U.S.$14,776 $14,537 $13,339 Non-U.S.9,418 9,379 7,698 Total income before income taxes$24,194 $23,916 $21,037 For fiscal 2025, 2024 and 2023, U.S. income before income taxes included $6.0 billion, $5.1 billion, and $4.2 billion, respectively, of the Company’s U.S. entities’ income from operations outside of the U.S.Income tax provision by fiscal year consisted of the following:For the Years Ended September 30,202520242023 (in millions)Current:U.S. federal$1,879 $2,694 $2,630 State and local251 298 293 Non-U.S.1,854 1,281 1,324 Total current taxes3,984 4,273 4,247 Deferred:U.S. federal102 (132)(339)State and local9 (18)(1)Non-U.S.41 50 (143)Total deferred taxes152 (100)(483)Total income tax provision$4,136 $4,173 $3,764 The following table presents the components of deferred tax assets and liabilities:September 30,20252024 (in millions)Deferred tax assets:Accrued compensation and benefits$250 $221 Accrued litigation690 374 Client incentives288 855 Net operating loss carryforwards258 206 Comprehensive loss206 79 Federal benefit of state taxes74 16 Other26 102 Valuation allowance(264)(212)Total deferred tax assets1,528 1,641 Deferred tax liabilities:Property, equipment and technology, net(296)(295)Intangible assets(6,532)(6,404)Unrealized gains on equity securities(71)(81)Foreign taxes(50)(22)Total deferred tax liabilities(6,949)(6,802)Net deferred tax liabilities$(5,421)$(5,161)As of September 30, 2025 and 2024, net deferred tax assets of $128 million and $140 million, respectively, were reflected in other assets on the consolidated balance sheets.Deferred tax assets were reduced by a valuation allowance. The fiscal 2025 and 2024 valuation allowances relate primarily to foreign net operating losses from subsidiaries acquired in recent years. As of September 30, 2025, the Company had $1.1 billion of foreign net operating loss carryforwards, which may be carried forward indefinitely.The following table presents a reconciliation of the income tax provision to the amount of income tax determined by applying the U.S. federal statutory income tax rate to income before income taxes: For the Years Ended September 30, 202520242023 (in millions, except percentages)U.S. federal income tax at statutory rate$5,081 21%$5,022 21%$4,418 21%State income taxes, net of federal benefit244 1%258 1%245 1%Non-U.S.

Note 17—Share-based CompensationEquity Incentive Compensation PlanThe Company’s amended and restated 2007 Equity Incentive Compensation Plan (EIP) authorizes the compensation committee of the board of directors to grant various types of equity awards, including non-qualified stock options (options), RSUs and performance shares to its employees and non-employee directors, for up to 198 million shares of class A common stock. Shares available for grant may be either authorized and unissued or previously issued shares subsequently acquired by the Company. Under the EIP, shares withheld for taxes, or shares used to pay the exercise or purchase price of an award, shall not again be available for future grant. The EIP will continue to be in effect until all of the common stock available under the EIP is delivered and all restrictions on those shares have lapsed, unless the EIP is terminated earlier by the Company’s board of directors.For fiscal 2025, 2024 and 2023, the Company recorded share-based compensation cost related to the EIP of $861 million, $817 million and $734 million, respectively, in personnel expense on its consolidated statements of operations. The related tax benefits for fiscal 2025, 2024 and 2023 were $131 million, $128 million and $112 million, respectively.OptionsOptions issued under the EIP expire 10 years from the date of grant and primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions.The fair value of each option was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:For the Years Ended September 30,202520242023Expected term (in years)(1)4.254.234.17Risk-free rate of return(2)4.2 %4.4 %4.0 %Expected volatility(3)22.0 %24.1 %28.6 %Expected dividend yield(4)0.8 %0.8 %0.8 %Fair value per option granted$73.55$62.55$57.31(1)Based on Visa’s historical exercise experience.(2)Based on the zero-coupon U.S. Treasury constant maturity yield curve, continuously compounded over the expected term of the awards.(3)Based on the Company’s implied and historical volatilities. (4)Based on the Company’s annual dividend rate on the date of grant.The following table summarizes the Company’s option activity:OptionsWeighted-AverageExercise PriceWeighted-AverageRemainingContractualTerm(in years)AggregateIntrinsicValue(1)(in millions)Outstanding as of September 30, 20245,364,732 $183.02 Granted643,847 $311.

Note 9—LeasesThe Company has entered into various operating lease agreements primarily for real estate. The Company's leases have original lease periods expiring between fiscal 2026 and 2041. For certain leases, the Company has options to extend the lease term for up to 10 years. Payments under the Company’s lease arrangements are generally fixed. As of September 30, 2025 and 2024, ROU assets included in other assets on the consolidated balance sheets was $954 million and $873 million, respectively. As of September 30, 2025 and 2024, the current portion of lease liabilities included in accrued liabilities on the consolidated balance sheets was $150 million for both periods, and the long-term portion of lease liabilities included in other liabilities was $763 million and $685 million, respectively.During fiscal 2025, 2024 and 2023, total operating lease cost was $195 million, $179 million and $129 million, respectively. As of September 30, 2025 and 2024, the weighted-average remaining lease term for operating leases was approximately nine and eight years, respectively, and the weighted-average discount rate for operating leases was 4.11% and 3.51%, respectively.As of September 30, 2025, the present value of future minimum lease payments was as follows:Operating Leases(in millions)Fiscal:2026$163 2027152 2028133 2029108 203086 Thereafter494 Total undiscounted lease payments1,136 Less: imputed interest(223)Present value of lease liabilities$913 During fiscal 2025, 2024 and 2023, ROU assets obtained in exchange for lease liabilities was $231 million, $410 million and $82 million, respectively.

Note 2—AcquisitionsFiscal 2025 AcquisitionIn December 2024, Visa acquired Featurespace Limited, a developer of real-time artificial intelligence payments protection technology that helps prevent and mitigate payments fraud and financial crime risks, for a purchase consideration of $946 million. The Company allocated $152 million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $794 million to goodwill.Fiscal 2024 AcquisitionIn January 2024, Visa acquired Pismo Holdings, a global cloud-native issuer processing and core banking platform, for a purchase consideration of $929 million. The Company allocated $139 million of the purchase consideration to technology, customer relationships, other net assets acquired and deferred tax liabilities and the remaining $790 million to goodwill.

Visa’s Approach to CybersecurityAs a global company providing payment services to consumers and companies around the world, trust is an indispensable asset. A strong cybersecurity program is a key element to maintaining this trust. As a result, we consider cybersecurity risk one of our key enterprise risks and we assess, identify, and manage such risk as part of our overall enterprise risk management framework. See Item 1A for further discussion on our overall risk factors, including technology and cybersecurity risks. Cybersecurity ProgramVisa’s cybersecurity program has been established to identify, analyze, mitigate, monitor, and govern cybersecurity risk and was designed around widely accepted international standards, such as ISO 27002 and the Payment Card Industry Data Security Standards, as well as applicable legal and regulatory requirements. We implement our cybersecurity program primarily through our Key Controls, which define the requirements for the protection of Visa information and technology assets. All employees must complete annual training on our Key Controls and are required to comply with the requirements. Exceptions to the Key Controls must be approved by an established senior management working group, which is overseen by our Corporate Risk Committee (CRC), the management committee responsible for overseeing Visa’s cybersecurity program and other operational risks. The Key Controls are updated and reviewed annually by our Cybersecurity Governance, Risk and Compliance team and approved by management committees to ensure they continue to address evolving cybersecurity threats and associated legal and regulatory obligations. As part of our overall business strategy, we have acquired a number of companies for which our full cybersecurity standards may not be appropriate. These designated entities may deliver products and services using systems which are not fully integrated with our standard technology platforms or hosted in our data centers. We have established a separate set of Key Controls for designated entities appropriate to their size and operations that are designed around the same widely accepted international standards noted above, but tailored to the operational reality and business needs of these entities. Regular reporting of our acquired entities’ cybersecurity program is provided to our Chief Information Security Officer (CISO), President of Technology, management committees and the board of directors.