Visa(V) - 2025 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents Visa's unaudited consolidated financial statements, including balance sheets, statements of operations, comprehensive income, changes in equity, and cash flows, along with detailed notes explaining significant accounting policies, acquisitions, revenue breakdown, cash management, responsibility plans, fair value measurements, debt, settlement guarantees, stockholders' equity, earnings per share, share-based compensation, income taxes, and legal matters ITEM 1. Financial Statements (Unaudited) This section presents Visa's unaudited consolidated financial statements, including balance sheets, statements of operations, comprehensive income, changes in equity, and cash flows, along with detailed notes explaining significant accounting policies, acquisitions, revenue breakdown, cash management, responsibility plans, fair value measurements, debt, settlement guarantees, stockholders' equity, earnings per share, share-based compensation, income taxes, and legal matters Consolidated Balance Sheets This section presents a snapshot of the company's financial position, detailing assets, liabilities, and equity | Metric | June 30, 2025 (in millions) | September 30, 2024 (in millions) | Change (2025 vs 2024) | | :-------------------------------- | :--------------------------- | :------------------------------ | :-------------------- | | Total Assets | $100,024 | $94,511 | +$5,513 | | Total Liabilities | $61,360 | $55,374 | +$5,986 | | Total Equity | $38,664 | $39,137 | -$473 | | Cash and cash equivalents | $17,092 | $11,975 | +$5,117 | | Current maturities of debt | $5,548 | — | +$5,548 | - Total assets increased by $5.5 billion, driven primarily by a significant increase in cash and cash equivalents. Total liabilities also increased by nearly $6.0 billion, largely due to current maturities of debt[13] Consolidated Statements of Operations This section outlines the company's financial performance, showing revenues, expenses, and net income over periods | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :--------------------------------------- | :--------------------------------------- | :------------- | | Net revenue | $10,172 | $8,900 | 14.3% | | Total operating expenses | $3,995 | $2,962 | 34.9% | | Operating income | $6,177 | $5,938 | 4.0% | | Net income | $5,272 | $4,872 | 8.2% | | Diluted EPS (Class A) | $2.69 | $2.40 | 12.1% | | Metric | Nine Months Ended June 30, 2025 (in millions) | Nine Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :-------------------------------------- | :-------------------------------------- | :------------- | | Net revenue | $29,276 | $26,309 | 11.3% | | Total operating expenses | $11,430 | $9,063 | 26.1% | | Operating income | $17,846 | $17,246 | 3.5% | | Net income | $14,968 | $14,425 | 3.8% | | Diluted EPS (Class A) | $7.59 | $7.08 | 7.2% | - Net revenue grew by 14% for the three months and 11% for the nine months ended June 30, 2025, compared to the prior year. Operating expenses saw a significant increase of 35% and 26% for the respective periods, primarily due to higher litigation provision[15] Consolidated Statements of Comprehensive Income This section details comprehensive income, including net income and other comprehensive income components | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :--------------------------------------- | :--------------------------------------- | :------------- | | Net income | $5,272 | $4,872 | 8.2% | | Other comprehensive income (loss) | $1,036 | $(62) | NM | | Comprehensive income | $6,308 | $4,810 | 31.1% | | Metric | Nine Months Ended June 30, 2025 (in millions) | Nine Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :-------------------------------------- | :-------------------------------------- | :------------- | | Net income | $14,968 | $14,425 | 3.8% | | Other comprehensive income (loss) | $517 | $257 | 101.2% | | Comprehensive income | $15,485 | $14,682 | 5.5% | - Other comprehensive income (loss) significantly improved, moving from a loss of $62 million in Q3 2024 to a gain of $1,036 million in Q3 2025, primarily driven by foreign currency translation adjustments[17] Consolidated Statements of Changes in Equity This section tracks changes in equity over time, reflecting net income, dividends, and share repurchases | Metric | June 30, 2025 (in millions) | September 30, 2024 (in millions) | Change | | :-------------------------------- | :--------------------------- | :------------------------------ | :----- | | Total Equity | $38,664 | $39,137 | -$473 | | Metric | Nine Months Ended June 30, 2025 (in millions) | Nine Months Ended June 30, 2024 (in millions) | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | | Net income | $14,968 | $14,425 | | Cash dividends declared and paid | $(3,488) | $(3,176) | | Repurchases of class A common stock | $(13,241) | $(11,163) | - Total equity decreased by $473 million from September 30, 2024, to June 30, 2025. The company paid $3.488 billion in dividends and repurchased $13.241 billion of Class A common stock during the nine months ended June 30, 2025[22][29] Consolidated Statements of Cash Flows This section reports cash generated and used across operating, investing, and financing activities | Cash Flow Activity | Nine Months Ended June 30, 2025 (in millions) | Nine Months Ended June 30, 2024 (in millions) | Change | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | :----- | | Net cash provided by operating activities | $16,821 | $13,286 | +$3,535 | | Net cash provided by (used in) investing activities | $404 | $(2,510) | +$2,914 | | Net cash used in financing activities | $(12,963) | $(13,564) | +$601 | | Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | $4,678 | $(2,714) | +$7,392 | - Net cash provided by operating activities increased by $3.5 billion, and investing activities shifted from a net use of $2.5 billion to a net provision of $404 million, significantly improving overall cash position[33] Notes to Consolidated Financial Statements (Unaudited) This section provides detailed explanations and additional information supporting the unaudited financial statements Note 1—Summary of Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the financial statements - Visa Inc. is a global payments technology company facilitating commerce and money movement across over 200 countries, operating VisaNet for transaction processing services (authorization, clearing, settlement). It is not a financial institution and does not issue cards or extend credit[35] - The unaudited consolidated financial statements are prepared in accordance with GAAP and include all normal recurring adjustments necessary for fair presentation[36][38] Note 2—Acquisitions This note details the company's recent acquisition activities and their financial impact - In December 2024, Visa acquired Featurespace Limited, a developer of real-time AI payments protection technology, for $946 million. Of this, $794 million was allocated to goodwill[40] Note 3—Revenue This note provides a breakdown of the company's revenue streams by category and geography | Revenue Category | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :--------------------------------------- | :--------------------------------------- | :------------- | | Service revenue | $4,330 | $3,967 | 9.2% | | Data processing revenue | $5,153 | $4,489 | 14.8% | | International transaction revenue | $3,633 | $3,194 | 13.7% | | Other revenue | $1,028 | $780 | 31.8% | | Client incentives | $(3,972) | $(3,530) | 12.5% | | Net revenue | $10,172 | $8,900 | 14.3% | | Revenue by Geography | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :--------------------------------------- | :--------------------------------------- | :------------- | | U.S. | $3,927 | $3,621 | 8.5% | | International | $6,245 | $5,279 | 18.3% | | Net revenue | $10,172 | $8,900 | 14.3% | - Revenue from value-added services increased by 28% to $2.8 billion for the three months ended June 30, 2025, and by 22% to $7.8 billion for the nine months ended June 30, 2025, compared to the prior year[42] Note 4—Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents This note details the composition and changes in cash, cash equivalents, and restricted cash balances | Category | June 30, 2025 (in millions) | September 30, 2024 (in millions) | | :---------------------------------------------------------- | :--------------------------- | :------------------------------ | | Cash and cash equivalents | $17,092 | $11,975 | | Restricted cash and restricted cash equivalents (U.S. litigation escrow) | $2,696 | $3,089 | | Restricted cash and restricted cash equivalents (Customer collateral) | $3,614 | $3,524 | | Total Cash, cash equivalents, restricted cash and restricted cash equivalents | $24,441 | $19,763 | - Total cash, cash equivalents, and restricted cash increased by $4.678 billion from September 30, 2024, to June 30, 2025[45] Note 5—U.S. and Europe Retrospective Responsibility Plans This note describes plans for managing U.S. litigation escrow and Europe retrospective responsibility | U.S. Litigation Escrow Account Activity | Nine Months Ended June 30, 2025 (in millions) | Nine Months Ended June 30, 2024 (in millions) | | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Balance as of beginning of period | $3,089 | $1,764 | | Deposits into the U.S. litigation escrow account | $375 | — | | Payments to opt-out merchants, net of interest | $(768) | $(168) | | Balance as of end of period | $2,696 | $1,596 | - Under the Europe retrospective responsibility plan, Visa is entitled to recover certain losses from VE territory covered litigation through periodic adjustments to the Class A common stock conversion rates for Series B and C preferred stock[48] - As of June 30, 2025, the total recovery for covered losses available from Series B and C preferred stock was $2,757 million, compared to $2,130 million as of September 30, 2024[49] Note 6—Fair Value Measurements and Investments This note provides information on the fair value of financial instruments and investment portfolios | Asset Category (Level 1) | June 30, 2025 (in millions) | September 30, 2024 (in millions) | | :------------------------- | :--------------------------- | :------------------------------ | | Money market funds | $13,412 | $10,403 | | U.S. Treasury securities | $7 | $7 | | Marketable equity securities | $318 | $301 | | Asset Category (Level 2) | June 30, 2025 (in millions) | September 30, 2024 (in millions) | | :------------------------- | :--------------------------- | :------------------------------ | | U.S. government-sponsored debt securities | $304 | $496 | | Derivative instruments | $89 | $103 | - For the nine months ended June 30, 2025, Visa recognized net unrealized losses of $40 million on marketable and non-marketable equity securities, compared to $3 million in the prior year[53] - As of June 30, 2025, the carrying value of debt was $25.1 billion with an estimated fair value of $23.2 billion, compared to $20.8 billion and $19.2 billion, respectively, as of September 30, 2024[56] Note 7—Debt This note details the company's debt structure, including issuances, maturities, and carrying values | Debt Category | June 30, 2025 (in millions) | September 30, 2024 (in millions) | | :-------------------------- | :--------------------------- | :------------------------------ | | Total debt | $25,391 | $21,111 | | Unamortized discounts and debt issuance costs | $(188) | $(142) | | Hedge accounting fair value adjustments | $(65) | $(133) | | Total carrying value of debt | $25,138 | $20,836 | | Current maturities of debt | $5,548 | — | | Long-term debt | $19,590 | $20,836 | - In May 2025, Visa issued €3.5 billion ($3.9 billion) in Euro-denominated fixed-rate senior notes with maturities ranging from 3 to 19 years, intending to use the proceeds for general corporate purposes, including refinancing existing indebtedness[61] - The €3.5 billion Euro-denominated senior notes issued in May 2025 were designated as a net investment hedge against a portion of the Company's Euro-denominated net investment in Visa Europe[63] Note 8—Settlement Guarantee Management This note explains Visa's settlement guarantee process and associated risk management strategies - Visa indemnifies clients for settlement losses due to other clients' failure to fund obligations, creating settlement risk due to timing differences between transaction and settlement dates[64] - For the nine months ended June 30, 2025, Visa's maximum daily settlement exposure was $153.4 billion, with an average daily exposure of $90.0 billion. Total collateral held to mitigate this risk was $8.5 billion as of June 30, 2025[65] Note 9—Stockholders' Equity This note provides details on the capital structure, including common stock, share repurchases, and dividends | Stock Class | Shares Outstanding (June 30, 2025) | As-converted Class A Common Stock (June 30, 2025, in millions) | | :-------------------- | :--------------------------------- | :------------------------------------------------------------- | | Class A common stock | 1,702 million | 1,702 | | Class B-1 common stock | 5 million | 8 | | Class B-2 common stock | 120 million | 185 | | Class C common stock | 9 million | 36 | | Total | | 1,945 | | Share Repurchase Activity | Three Months Ended June 30, 2025 (in millions) | Nine Months Ended June 30, 2025 (in millions) | | :-------------------------- | :--------------------------------------- | :-------------------------------------- | | Shares repurchased | 14 | 40 | | Total cost | $4,828 | $13,241 | | Average repurchase cost per share | $349.24 | $330.39 | - In April 2025, the board authorized an additional $30.0 billion share repurchase program, bringing the remaining authorized funds to $29.8 billion as of June 30, 2025. Dividends declared and paid were $1,154 million for the three months and $3.5 billion for the nine months ended June 30, 2025[68][69] Note 10—Earnings Per Share This note presents the basic and diluted earnings per share calculations for Class A common stock | EPS (Class A Common Stock) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--------------------------- | :------------------------------- | :------------------------------- | | Basic Earnings Per Share | $2.69 | $2.40 | | Diluted Earnings Per Share | $2.69 | $2.40 | | EPS (Class A Common Stock) | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--------------------------- | :------------------------------ | :------------------------------ | | Basic Earnings Per Share | $7.60 | $7.09 | | Diluted Earnings Per Share | $7.59 | $7.08 | Note 11—Share-based Compensation This note outlines the costs and details related to the company's share-based compensation plans - Share-based compensation cost related to the EIP was $215 million for the three months ended June 30, 2025 (up from $203 million in 2024) and $680 million for the nine months ended June 30, 2025 (up from $638 million in 2024)[74] Note 12—Income Taxes This note provides information on income tax expense, effective tax rates, and unrecognized tax benefits | Period | Effective Income Tax Rate | | :-------------------------- | :------------------------ | | Three Months Ended June 30, 2025 | 17% | | Three Months Ended June 30, 2024 | 19% | | Nine Months Ended June 30, 2025 | 17% | | Nine Months Ended June 30, 2024 | 18% | - For the three and nine months ended June 30, 2025, gross unrecognized tax benefits decreased by $2.4 billion and $2.1 billion, respectively, due to reassessment from new information during a tax examination[75] - The effective income tax rates for the three and nine months ended June 30, 2025, were 17%, a decrease from 19% and 18% respectively in the prior year, primarily due to a change in the geographic mix of earnings and tax benefits from reassessment of uncertain tax positions[75][81] Note 13—Legal Matters This note details the company's significant legal proceedings and their potential financial implications | Accrued Litigation Activity | Nine Months Ended June 30, 2025 (in millions) | Nine Months Ended June 30, 2024 (in millions) | | :-------------------------- | :-------------------------------------- | :-------------------------------------- | | Balance as of beginning of period | $1,727 | $1,751 | | Provision for uncovered legal matters | $114 | $311 | | Provision for covered legal matters | $1,564 | $201 | | Payments for legal matters | $(1,053) | $(575) | | Balance as of end of period | $2,352 | $1,688 | - For the nine months ended June 30, 2025, Visa recorded additional accruals of $1.5 billion for the interchange multidistrict litigation and deposited $375 million into the U.S. litigation escrow account[84] - In Europe, over 1,150 merchants have commenced proceedings related to interchange rates. Visa has settled claims with over 950 merchants, with approximately 150 outstanding claims and over 30 threatened claims[91] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Visa's financial performance, condition, and liquidity. It highlights key financial results, drivers of revenue and expense changes, and a reconciliation of GAAP to non-GAAP measures. It also discusses payments volume, processed transactions, and the company's capital resources and upcoming accounting pronouncements Overview This section provides management's perspective on Visa's financial performance, condition, and liquidity | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :--------------------------------------- | :--------------------------------------- | :------------- | | Net revenue (GAAP) | $10,172 | $8,900 | 14% | | Operating expenses (GAAP) | $3,995 | $2,962 | 35% | | Net income (GAAP) | $5,272 | $4,872 | 8% | | Diluted EPS (GAAP) | $2.69 | $2.40 | 12% | | Non-GAAP operating expenses | $3,307 | $2,927 | 13% | | Non-GAAP net income | $5,834 | $4,909 | 19% | | Non-GAAP diluted EPS | $2.98 | $2.42 | 23% | - Net revenue increased 14% for the three months and 11% for the nine months ended June 30, 2025, driven by growth in processed transactions, nominal cross-border volume, and nominal payments volume, partially offset by higher client incentives[110] - Operating expenses increased significantly (35% for three months, 26% for nine months) primarily due to higher litigation provision and personnel expenses. Non-GAAP operating expenses increased 13% and 10% respectively[111][112] Payments Volume and Processed Transactions This section analyzes trends in payments volume and processed transactions, key indicators of business activity | Nominal Payments Volume (Visa) | Three Months Ended March 31, 2025 (in billions) | Three Months Ended March 31, 2024 (in billions) | YoY Change (%) | | :----------------------------- | :------------------------------------------ | :------------------------------------------ | :------------- | | Consumer credit | $1,337 | $1,289 | 4% | | Consumer debit | $1,591 | $1,483 | 7% | | Commercial | $416 | $401 | 4% | | Total nominal payments volume | $3,344 | $3,173 | 5% | | Cash volume | $599 | $609 | (2%) | | Total nominal volume | $3,943 | $3,782 | 4% | | Processed Transactions | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :--------------------- | :--------------------------------------- | :--------------------------------------- | :------------- | | Visa processed transactions | 65,443 | 59,318 | 10% | | Processed Transactions | Nine Months Ended June 30, 2025 (in millions) | Nine Months Ended June 30, 2024 (in millions) | | :--------------------- | :-------------------------------------- | :-------------------------------------- | | Visa processed transactions | 189,891 | 172,247 | 10% | - Total nominal payments volume increased by 5% for the three months and 6% for the nine months ended March 31, 2025. Visa processed transactions grew by 10% for both the three and nine months ended June 30, 2025[124][125] Results of Operations This section analyzes the company's financial performance, focusing on revenue, expenses, and non-operating items Net Revenue This section provides a detailed analysis of the company's various revenue streams and their drivers | Revenue Component | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :--------------------------------------- | :--------------------------------------- | :------------- | | Service revenue | $4,330 | $3,967 | 9% | | Data processing revenue | $5,153 | $4,489 | 15% | | International transaction revenue | $3,633 | $3,194 | 14% | | Other revenue | $1,028 | $780 | 32% | | Client incentives | $(3,972) | $(3,530) | 13% | | Net revenue | $10,172 | $8,900 | 14% | - Net revenue growth was primarily driven by a 15% increase in data processing revenue due to 10% growth in processed transactions, and a 14% increase in international transaction revenue due to 13% growth in nominal cross-border volumes[130] - Revenue from value-added services increased by 28% and 22% over the three and nine-month prior-year comparable periods, respectively, primarily due to growth in advisory and other services, issuing solutions, and acceptance solutions[129] Operating Expenses This section details the components of the company's operating expenses and their changes | Operating Expense Component | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :--------------------------------------- | :--------------------------------------- | :------------- | | Personnel | $1,749 | $1,573 | 11% | | Marketing | $421 | $378 | 11% | | Network and processing | $224 | $200 | 12% | | Professional fees | $187 | $152 | 23% | | Depreciation and amortization | $317 | $264 | 20% | | General and administrative | $482 | $382 | 26% | | Litigation provision | $615 | $13 | NM | | Total operating expenses | $3,995 | $2,962 | 35% | - Litigation provision increased significantly (not meaningful percentage change) due to higher accruals related to U.S. covered litigation and uncovered litigation. Personnel expenses rose 11% due to increased headcount and compensation, including acquisitions and severance costs[132] - Professional fees increased 23% primarily due to higher legal fees, and depreciation and amortization expenses increased 20% from ongoing investments and acquisitions[132] Non-operating Income (Expense) This section covers income and expenses outside of core operations, such as interest and investment income | Non-operating Item | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :--------------------------------------- | :--------------------------------------- | :------------- | | Interest expense | $(39) | $(196) | (80%) | | Investment income (expense) and other | $195 | $247 | (21%) | | Total non-operating income (expense) | $156 | $51 | 208% | | Non-operating Item | Nine Months Ended June 30, 2025 (in millions) | Nine Months Ended June 30, 2024 (in millions) | YoY Change (%) | | :-------------------------- | :-------------------------------------- | :-------------------------------------- | :------------- | | Interest expense | $(379) | $(465) | (19%) | | Investment income (expense) and other | $504 | $763 | (34%) | | Total non-operating income (expense) | $125 | $298 | (58%) | - Interest expense decreased by 80% for the three months and 19% for the nine months, primarily due to higher interest benefits related to taxes and lower losses from derivatives, partially offset by new debt issuance[136] - Investment income (expense) and other decreased by 21% for the three months and 34% for the nine months, mainly due to lower interest income on cash and investments, and higher losses on equity investments for the nine-month period[136] Effective Income Tax Rate This section explains the company's effective income tax rate and factors influencing its changes | Period | Effective Income Tax Rate | | :-------------------------- | :------------------------ | | Three Months Ended June 30, 2025 | 17% | | Three Months Ended June 30, 2024 | 19% | | Nine Months Ended June 30, 2025 | 17% | | Nine Months Ended June 30, 2024 | 18% | - The effective income tax rate decreased to 17% for both the three and nine months ended June 30, 2025, from 19% and 18% respectively in the prior year, due to changes in geographic mix of earnings and tax benefits from reassessment of uncertain tax positions[134][137] Liquidity and Capital Resources This section discusses the company's cash flow, capital structure, and ability to meet financial obligations | Cash Flow Activity | Nine Months Ended June 30, 2025 (in millions) | Nine Months Ended June 30, 2024 (in millions) | | :-------------------------------- | :-------------------------------------- | :-------------------------------------- | | Operating activities | $16,821 | $13,286 | | Investing activities | $404 | $(2,510) | | Financing activities | $(12,963) | $(13,564) | - Cash provided by operating activities increased by $3.5 billion, and investing activities shifted to a net cash provision of $404 million, primarily due to the absence of investment securities purchases[138][139] - Cash used in financing activities decreased, driven by proceeds from new senior notes issuance ($3.9 billion) partially offset by higher share repurchases ($13.2 billion) and dividends paid ($3.5 billion)[140][142][143][144] Accounting Pronouncements Not Yet Adopted This section outlines new accounting standards that the company will adopt in future periods - FASB ASU 2023-07 (effective Oct 1, 2024) will enhance reportable segment disclosures, including significant segment expenses and interim disclosures[147] - FASB ASU 2023-09 (effective Oct 1, 2025) will improve income tax disclosures, requiring disaggregated information for effective tax rate reconciliation and income taxes paid[148] - FASB ASU 2024-03 (effective Oct 1, 2027) requires additional disclosures about specific expense categories underlying income statement line items[149] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there have been no significant changes to the company's market risks since September 30, 2024 - No significant changes to market risks have occurred since September 30, 2024[150] ITEM 4. Controls and Procedures Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures, concluding they were effective as of June 30, 2025. No material changes to internal control over financial reporting occurred during the quarter - Disclosure controls and procedures were evaluated and deemed effective at the reasonable assurance level as of June 30, 2025[151] - There have been no material changes in internal control over financial reporting during the third quarter of fiscal 2025[152] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal, equity, and other disclosures ITEM 1. Legal Proceedings This section refers to Note 13 of the unaudited consolidated financial statements for developments concerning the Company's current material legal proceedings - For developments concerning current material legal proceedings, refer to Note 13—Legal Matters in the unaudited consolidated financial statements[154] ITEM 1A. Risk Factors This section directs readers to the Company's Annual Report on Form 10-K for a comprehensive discussion of its risk factors - For a discussion of the Company's risk factors, refer to the 'Risk Factors' section in the Annual Report on Form 10-K for the year ended September 30, 2024[155] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's purchases of Class A common stock in the open market for the three months ended June 30, 2025, and refers to Note 9 for further discussion on share repurchase programs | Period | Total Number of Shares Purchased (in millions) | Average Purchase Price per Share | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | | :----------------- | :------------------------------------------- | :------------------------------- | :---------------------------------------------------------------------------------------------------- | | April 1 – 30, 2025 | 5 | $333.49 | $32,833 | | May 1 – 31, 2025 | 4 | $359.75 | $31,482 | | June 1 – 30, 2025 | 5 | $359.45 | $29,834 | | Total | 14 | $349.24 | | - The company repurchased 14 million shares of Class A common stock for a total cost of $4,828 million during the three months ended June 30, 2025, at an average price of $349.24 per share[156] ITEM 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities - There were no defaults upon senior securities[157] ITEM 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[158] ITEM 5. Other Information This section discloses that certain officers adopted Rule 10b5-1 trading arrangements during the three months ended June 30, 2025, for the sale of Class A common stock underlying employee stock options - Julie B. Rottenberg, General Counsel, adopted a Rule 10b5-1 trading arrangement on May 7, 2025, for the sale of up to 8,109 shares of Class A common stock[159] - Ryan McInerney, Director and CEO, adopted a Rule 10b5-1 trading arrangement on May 15, 2025, for the sale of up to 143,075 shares of Class A common stock[160] ITEM 6. Exhibits This section provides an index of exhibits filed with the Form 10-Q, including forms of senior notes, certifications, and Inline XBRL documents - The exhibit index includes forms of 2.250% Senior Notes due 2028, 3.125% Senior Notes due 2033, 3.500% Senior Notes due 2037, and 3.875% Senior Notes due 2044[163] - Certifications from the Principal Executive Officer and Principal Financial Officer (Rule 13a-14(a)/15d-14(a) and Section 1350) are included[163] Signatures This section contains the signatures of the registrant's authorized officers, including the Chief Executive Officer, Chief Financial Officer, and Global Corporate Controller, Chief Accounting Officer, certifying the report - The report is signed by Ryan McInerney (Chief Executive Officer), Chris Suh (Chief Financial Officer), and Peter Andreski (Global Corporate Controller, Chief Accounting Officer) on July 29, 2025[167]