~~Transition tax on foreign earnings.~~ During the six months ended March 31, 2018, in connection with the Tax Act’s requirement that we include certain untaxed foreign earnings of non-U.S. subsidiaries in our fiscal 2018 taxable income, we recorded a one-time transition tax estimated to be approximately $1.1 billion. See ~~Note 12—Income Taxes~~ ~~to our unaudited consolidated financial statements.~~

•

Litigation provision. During the three and nine months ended June 30, 2018, we recorded a litigation provision of $600 million and related tax benefits of $137 million associated with the interchange multidistrict litigation. The tax impact is determined by applying applicable federal and state tax rates to the litigation provision. Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a reduction to the conversion rate of our class B common stock to shares of class A common stock. See Note 4—U.S. and Europe Retrospective Responsibility Plans and Note 13—Legal Matters to our unaudited consolidated financial statements.

•

Remeasurement of deferred tax balances. During the nine months ended June 30, 2018, in connection with the Tax Act’s reduction of the corporate income tax rate, we remeasured our net deferred tax liabilities as of the enactment date, resulting in the recognition of a non-recurring, non-cash income tax benefit of $1.1 billion. See Note 12—Income Taxes to our unaudited consolidated financial statements.


•	Transition tax on foreign earnings. During the nine months ended June 30, 2018, in connection with the Tax Act’s requirement that we include certain untaxed foreign earnings of non-U.S. subsidiaries in our fiscal 2018 taxable income, we recorded a one-time transition tax estimated to be approximately $1.1 billion. See Note 12—Income Taxes to our unaudited consolidated financial statements.

Adjusted financial results are non-GAAP financial measures and should not be relied upon as substitutes for measures calculated in accordance with U.S. GAAP. The following table reconciles our as-reported financial measures, calculated in accordance with U.S. GAAP, to our respective non-GAAP adjusted financial measures for the ~~six~~three and nine months ended ~~March 31,~~June 30, 2018. There were no comparable adjustments recorded for the three and ~~six~~nine months ended ~~March 31, 2019 and the three months ended March 31, 2018.~~June 30, 2019.

Six Months Ended March 31, 2018
(in millions, except per share data) Income Tax Provision Net Income
Diluted Earnings Per Share⁽¹⁾
As reported $ 1,329
$ 5,127
$ 2.19
Remeasurement of deferred tax balances 1,133
(1,133 ) (0.48 )
Transition tax on foreign earnings (1,147 ) 1,147
0.49
As adjusted $ 1,315
$ 5,141
$ 2.19



	Three Months Ended June 30, 2018
(in millions, except percentages and per share data)	Operating Expenses			Operating Margin _(1),(2)		Income Tax Provision		Net Income		Diluted Earnings Per Share⁽¹⁾
As reported	$	2,355		55	%	$	483	$	2,329	$	1.00
Litigation provision	(600		)	11	%	137		463		0.20
As adjusted	$	1,755		67	%	$	620	$	2,792	$	1.20



	Nine Months Ended June 30, 2018
(in millions, except percentages and per share data)	Operating Expenses			Operating Margin _(1),(2)		Income Tax Provision			Net Income			Diluted Earnings Per Share⁽¹⁾
As reported	$	5,627		63	%	$	1,812		$	7,456		$	3.19
Litigation provision	(600		)	4	%	137			463			0.20
Remeasurement of deferred tax balances	—			—	%	1,133			(1,133		)	(0.49		)
Transition tax on foreign earnings	—			—	%	(1,147		)	1,147			0.49
As adjusted	$	5,027		67	%	$	1,935		$	7,933		$	3.39


⁽¹⁾	Figures in the table may not recalculate exactly due to rounding. Diluted earnings per share and its respective total are calculated based on unrounded numbers.


⁽²⁾	Operating margin is calculated as operating income divided by net operating revenues.

Common stock repurchases. During the three months ended ~~March 31,~~June 30, 2019, we repurchased 1413 million shares of our class A common stock in the open market using ~~$1.9~~$2.1 billion of cash on hand. In January 2019, our board of directors authorized an additional $8.5 billion share repurchase program. As of ~~March 31,~~June 30, 2019, we had remaining authorized funds of ~~$8.4~~$6.2 billion for share repurchase. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

Payments volume and transaction counts. Payments volume is the primary driver for our service revenues, and the number of processed transactions is the primary driver for our data processing revenues. During the three months ended December 31, 2018, we updated our definition of payments volume to now include all disbursement volume related to Visa Direct, in addition to the funding volume previously included. All prior periods presented have been adjusted accordingly. Please refer to the Operational Performance Data section of Exhibit 99.1 to our Current Report on Form 8-K filed on January 30, 2019 for more details on the impact from this update in payments volume definition.

Nominal payments volume in the United States posted high single-digit growth for three months and low double-digit growth for the ~~three and six~~nine months ended ~~December~~March 31, ~~2018~~2019⁽¹⁾, driven mainly by consumer debit and commercial. Nominal international payments volume growth was negatively impacted by movements in the U.S. dollar exchange rates. On a constant-dollar basis, which excludes the impact of exchange rate movements, our international payments volume growth rate for the three and ~~six~~nine months ended ~~December~~March 31, ~~2018~~2019 was ~~11%.~~8% and 10%, respectively. Growth in processed transactions reflects the ongoing worldwide shift to electronic payments.

The following table⁽²⁾ presents nominal payments and cash volume:


	United States						International						Visa Inc.						United States						International						Visa Inc.
	Three Months Ended December 31,⁽¹⁾						Three Months Ended December 31,⁽¹⁾						Three Months Ended December 31,⁽¹⁾						Three Months Ended March 31,⁽¹⁾						Three Months Ended March 31,⁽¹⁾						Three Months Ended March 31,⁽¹⁾
	2018		2017		% Change		2018		2017		% Change		2018		2017		% Change		2019		2018		% Change		2019		2018		% Change		2019		2018		% Change
	(in billions, except percentages)																		(in billions, except percentages)
Nominal payments volume
Consumer credit	$	399	$	374	7	%	$	639	$	620	3	%	$	1,038	$	994	4	%	$	357	$	341	5	%	$	608	$	614	(1	)%	$	965	$	955	1	%
Consumer debit⁽³⁾	422		374		13	%	480		452		6	%	902		826		9	%	420		383		10	%	455		452		1	%	875		835		5	%
Commercial⁽⁴⁾	158		139		14	%	99		92		7	%	257		231		11	%	153		138		11	%	92		90		2	%	245		228		7	%
Total nominal payments volume	$	979	$	886	10	%	$	1,218	$	1,164	5	%	$	2,197	$	2,051	7	%	$	930	$	862	8	%	$	1,155	$	1,156	—	%	$	2,085	$	2,018	3	%
Cash volume	142		137		3	%	587		626		(6	)%	729		764		(5	)%	141		139		1	%	540		598		(10	)%	680		737		(8	)%
Total nominal volume⁽⁵⁾	$	1,121	$	1,024	10	%	$	1,805	$	1,791	1	%	$	2,926	$	2,814	4	%	$	1,071	$	1,001	7	%	$	1,694	$	1,753	(3	)%	$	2,765	$	2,755	—	%

	United States						International						Visa Inc.						United States						International						Visa Inc.
	Six Months Ended December 31,⁽¹⁾						Six Months Ended December 31,⁽¹⁾						Six Months Ended December 31,⁽¹⁾						Nine Months Ended March 31,⁽¹⁾						Nine Months Ended March 31,⁽¹⁾						Nine Months Ended March 31,⁽¹⁾
	2018		2017		% Change		2018		2017		% Change		2018		2017		% Change		2019		2018		% Change		2019		2018		% Change		2019		2018		% Change
	(in billions, except percentages)																		(in billions, except percentages)
Nominal payments volume
Consumer credit	$	781	$	722	8	%	$	1,256	$	1,212	4	%	$	2,037	$	1,934	5	%	$	1,139	$	1,063	7	%	$	1,860	$	1,826	2	%	$	2,998	$	2,889	4	%
Consumer debit⁽³⁾	830		731		14	%	939		879		7	%	1,769		1,610		10	%	1,250		1,114		12	%	1,393		1,331		5	%	2,643		2,445		8	%
Commercial⁽⁴⁾	313		274		14	%	191		178		7	%	504		452		12	%	466		411		13	%	283		269		6	%	749		680		10	%
Total nominal payments volume	$	1,924	$	1,726	11	%	$	2,386	$	2,269	5	%	$	4,310	$	3,996	8	%	$	2,855	$	2,588	10	%	$	3,536	$	3,425	3	%	$	6,391	$	6,013	6	%
Cash volume	286		279		3	%	1,165		1,242		(6	)%	1,451		1,521		(5	)%	427		418		2	%	1,705		1,839		(7	)%	2,132		2,258		(6	)%
Total nominal volume⁽⁵⁾	$	2,210	$	2,005	10	%	$	3,551	$	3,511	1	%	$	5,761	$	5,516	4	%	$	3,281	$	3,007	9	%	$	5,241	$	5,264	—	%	$	8,522	$	8,271	3	%

~~Data processing revenues~~ increased mainly due to overall growth in processed transactions of 11% during the three and six-month comparable periods as well as select pricing modifications effective after the second quarter of fiscal 2018.


•	Service revenues increased primarily due to 3% and 6% growth in nominal payments volume during the three and nine-month comparable periods, respectively, as well as select pricing modifications effective in the third quarter of fiscal 2019.


•	Data processing revenues increased mainly due to overall growth in processed transactions of 12% and 11% during the three and nine-month comparable periods, respectively, as well as select pricing modifications impacting revenue growth in the first and second quarter of fiscal 2019.

~~International transaction revenues~~ increased during the three and six-month comparable periods primarily due to select pricing modifications effective after the second quarter of fiscal 2018 as well as changes in the mix of our international transaction revenues. International transaction revenues also reflected a 2% decline and 1% growth in nominal cross-border volumes during the three and six-month comparable periods, respectively.

~~Other revenues~~ increased during the three and six-month comparable periods primarily due to changes in the classification and timing of recognition of revenue as a result of the adoption of the new revenue standard as well as an increase in revenues from license fees and optional services.

~~Client incentives~~ increased during the three and six-month comparable periods mainly due to incentives recognized on long-term customer contracts that were initiated or renewed after the second quarter of fiscal 2018 and overall growth in global payments volume. Client incentives also increased due to changes in classification and timing of recognition as a result of the adoption of the new revenue standard. 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.

•

International transaction revenues increased due to a 2% and 1% growth in nominal cross-border volumes during the three and nine-month comparable periods, respectively, select pricing modifications effective after the third quarter of fiscal 2018 and changes in the mix of our international transaction revenues. These increases were partially offset by lower volatility in a broad range of currencies.


•	Other revenues increased during the three and nine-month comparable periods primarily due to changes in the classification and timing of recognition of revenue as a result of the adoption of the new revenue standard as well as an increase in revenues from license fees and optional services.

•

Client incentives increased during the three and nine-month comparable periods mainly due to incentives recognized on long-term customer contracts that were initiated or renewed after the third quarter of fiscal 2018 and overall growth in global payments volume. Client incentives also increased due to changes in classification and timing of recognition as a result of the adoption of the new revenue standard. The amount of client incentives we record in future periods will vary based on changes in performance expectations, actual client performance, amendments to existing contracts or execution of new contracts.

Operating Expenses

The following table sets forth components of our total operating expenses:


	Three Months Ended March 31,				2019 vs. 2018					Six Months Ended March 31,				2019 vs. 2018					Three Months Ended June 30,				2019 vs. 2018					Nine Months Ended June 30,				2019 vs. 2018
	2019		2018		$ Change			% Change⁽¹⁾		2019		2018		$ Change			% Change⁽¹⁾		2019		2018		$ Change			% Change⁽¹⁾		2019		2018		$ Change			% Change⁽¹⁾
	(in millions, except percentages)																		(in millions, except percentages)
Personnel	$	894	$	824	$	70		8	%	$	1,701	$	1,503	$	198		13	%	$	872	$	852	$	20		2	%	$	2,573	$	2,355	$	218		9	%
Marketing	241		261		(20		)	(8	)%	517		484		33			7	%	282		240		42			18	%	799		724		75			10	%
Network and processing	171		169		2			1	%	344		329		15			5	%	184		169		15			9	%	528		498		30			6	%
Professional fees	101		108		(7		)	(7	)%	192		200		(8		)	(4	)%	113		112		1			1	%	305		312		(7		)	(2	)%
Depreciation and amortization	160		153		7			4	%	319		298		21			7	%	165		152		13			9	%	484		450		34			8	%
General and administrative	264		222		42			19	%	540		458		82			18	%	315		230		85			37	%	855		688		167			24	%
Litigation provision	22		—		22			NM		29		—		29			NM		1		600		(599		)	(100	)%	30		600		(570		)	(95	)%
Total operating expenses	$	1,853	$	1,737	$	116		7	%	$	3,642	$	3,272	$	370		11	%	$	1,932	$	2,355	$	(423	)	(18	)%	$	5,574	$	5,627	$	(53	)	(1	)%


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

~~Personnel expenses~~ ~~increased primarily due to an increase in headcount reflecting our strategy to invest for future growth.~~

~~Marketing expenses~~ in 2018 included spend for the Winter Olympics in PyeongChang, which did not recur in 2019. This decrease in 2019 was partially offset in the three-month comparable period and was more than offset in the six-month comparable period by changes in the classification and timing of recognition of certain marketing expenses as a result of the adoption of the new revenue standard.

~~General and administrativeexpenses~~ increased mainly due to higher product enhancement costs in support of our business growth, changes in the classification and timing of recognition of certain general and administrative expenses as a result of the adoption of the new revenue standard and higher indirect taxes.


•	Personnel expenses increased primarily due to an increase in headcount, reflecting our strategy to invest for future growth.


•	Marketing expenses increased in the three and nine month comparable periods primarily due to changes in the classification and timing of recognition of certain marketing expenses as a result of the adoption of the new revenue standard. The increase was partially offset in the nine month comparable period by spend for the Winter Olympics in PyeongChang in 2018, which did not recur in 2019.


•	General and administrativeexpenses increased primarily as a result of unfavorable foreign currency fluctuations, changes in the classification and timing of recognition of certain general and administrative expenses as a result of the adoption of the new revenue standard, higher indirect taxes, and higher product enhancement costs in support of our business growth.


•	Litigation provision in 2018 reflects a $600 million accrual related to the U.S. covered litigation. See Note 4—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 sets forth the components of our non-operating income (expense).:


	Three Months Ended March 31,						2019 vs. 2018				Six Months Ended March 31,						2019 vs. 2018				Three Months Ended June 30,						2019 vs. 2018				Nine Months Ended June 30,						2019 vs. 2018
	2019			2018			$ Change		% Change⁽¹⁾		2019			2018			$ Change		% Change⁽¹⁾		2019			2018			$ Change		% Change⁽¹⁾		2019			2018			$ Change		% Change⁽¹⁾
	(in millions, except percentages)																				(in millions, except percentages)
Interest expense, net	$	(140	)	$	(153	)	$	13	(9	)%	$	(285	)	$	(307	)	$	22	(7	)%	$	(128	)	$	(155	)	$	27	(17	)%	$	(413	)	$	(462	)	$	49	(10	)%
Investment income and other	176			34			142		410	%	234			100			134		133	%	86			82			4		7	%	320			182			138		77	%
Total non-operating income (expense)	$	36		$	(119	)	$	155	(130	)%	$	(51	)	$	(207	)	$	156	(75	)%	$	(42	)	$	(73	)	$	31	(43	)%	$	(93	)	$	(280	)	$	187	(67	)%


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

Interest expense decreased in the three and six months ended March 31, 2019 primarily as a result of entering into derivative instruments in fiscal 2019 that lowered the cost of borrowing on a portion of our outstanding debt.

~~Investment income and other increased in the three and six months ended March 31, 2019 primarily due to gains on our equity investments as well as higher interest income on our cash and investments.~~


•	Interest expense decreased in the three and nine months ended June 30, 2019 primarily as a result of entering into derivative instruments in fiscal 2019 that lowered the cost of borrowing on a portion of our outstanding debt.


•	Investment income and other increased in the three and nine months ended June 30, 2019 primarily due to higher interest income on our cash and investments as well as gains on our equity investments.

Effective Income Tax Rate

The effective income tax ~~rate was~~rates were 20% and 19% for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2019, respectively, and ~~19%~~17% and ~~21%~~20% for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2018, respectively. The effective tax ~~rate~~rates for the ~~six~~three and nine months ended ~~March 31,~~June 30, 2019 ~~differs~~differ from the effective tax ~~rate~~rates in the same prior-year ~~period~~periods primarily due to the effects of the Tax Act enacted on December 22, 2017, as discussed below:

The Tax Act reduced the statutory federal corporate income tax rate from 35% to 21% effective January 1, 2018. In fiscal 2018, our statutory federal corporate rate was a blended rate of 24.5%. Federal tax expense for the ~~six~~nine months ended ~~March 31,~~June 30, 2019 was determined at a 21% tax rate compared to the 24.5% tax rate in the prior-year period;

The Tax Act enacted a new deduction for foreign-derived intangible income (“FDII”) and a new tax on global intangible low-tax income (“GILTI”). Both FDII and GILTI became effective for us on October 1, 2018; and

The absence of the following items recorded during the ~~six~~nine months ended ~~March 31,~~June 30, 2018:


▪	~~an $80~~$80 million ~~benefit~~and $81 million benefits due to a non-recurring audit ~~settlement~~settlements during the three months ended March 31, ~~2018;~~2018 and June 30, 2018, respectively;


▪	a $1.1 billion non-recurring, non-cash benefit from the remeasurement of deferred tax balances recorded in the three months ended December 31, 2017, in connection with the reduction in U.S. federal tax rate enacted by the Tax Act; and


▪	a $1.1 billion one-time transition tax expense on certain untaxed foreign earnings recorded in the three months ended December 31, 2017, in connection with the requirement enacted by the Tax Act.

We previously recorded provisional amounts for the transition tax and the tax effects of various other tax provisions enacted by the Tax Act. As permitted by ASU 2018-05, we completed the determination of the accounting impacts of the transition tax and the tax effects of these various tax provisions in the three months ended December 31, 2018. The adjustments to the provisional amounts were not material. In addition, we adopted the accounting policy of accounting for taxes on GILTI in the period that it is subject to such tax.

Adjusted effective income tax rate. Our financial results for the ~~six~~three and nine months ended ~~March 31,~~June 30, 2018 reflect the impact of certain significant items that we believe were not indicative of our operating performance during ~~the period,~~these periods, as they were either non-recurring or had no cash impact. As such, we have presented our adjusted effective income tax ~~rate~~rates for ~~the period~~these periods in the table below, which we believe provides a clearer understanding of our operating performance for the reported ~~period.~~periods. There were no comparable adjustments recorded for the three and ~~six~~nine months ended ~~March 31, 2019 or the three months ended March 31, 2018.~~June 30, 2019. See Overview—Adjusted financial results within this Management’s Discussion and Analysis of Financial Condition and Results of Operations for descriptions of the adjustments in the ~~tables~~table below.


	Six Months Ended March 31, 2018							Three Months Ended June 30, 2018						Nine Months Ended June 30, 2018
	Income Before Income Taxes		Income Tax Provision			Effective Income Tax Rate⁽¹⁾
	(in millions, except percentages)
(in millions, except percentages)								Income Before Income Taxes		Income Tax Provision		Effective Income Tax Rate⁽¹⁾		Income Before Income Taxes		Income Tax Provision			Effective Income Tax Rate⁽¹⁾
As reported	$	6,456	$	1,329		20.6	%	$	2,812	$	483	17.2	%	$	9,268	$	1,812		19.5	%
Litigation provision								600		137				600		137
Remeasurement of deferred tax balances	—		1,133					—		—				—		1,133
Transition tax on foreign earnings	—		(1,147		)			—		—				—		(1,147		)
As adjusted	$	6,456	$	1,315		20.4	%	$	3,412	$	620	18.2	%	$	9,868	$	1,935		19.6	%


⁽¹⁾	Figures in the table may not recalculate exactly due to rounding. Effective income tax rate is calculated based on unrounded numbers.

Liquidity and Capital Resources

Cash Flow Data

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



	Nine Months Ended June 30,
	2019			2018
	(in millions)
Total cash provided by (used in):
Operating activities	$	8,742		$	9,465
Investing activities	413			(1,305		)
Financing activities	(9,401		)	(8,744		)
Effect of exchange rate changes on cash and cash equivalents	(62		)	(89		)
Decrease in cash, cash equivalents, restricted cash and restricted cash equivalents	$	(308	)	$	(673	)

Six Months Ended
March 31,
2019 2018
(in millions)
Total cash provided by (used in):
Operating activities $ 5,358
$ 5,729
Investing activities (396 ) (1,137 )
Financing activities (5,486 ) (6,533 )
Effect of exchange rate changes on cash and cash equivalents (171 ) 206
Decrease in cash, cash equivalents, restricted cash and restricted cash equivalents $ (695 ) $ (1,735 )

Operating activities. Cash provided by operating activities for the ~~six~~nine months ended ~~March 31,~~June 30, 2019 was lower than the prior-year comparable period primarily due to higher payments from the litigation escrow account in the current year and the first installment payment of the transition tax in connection with the Tax Act, partially offset by continued growth in our underlying business.

Investing activities. Cash ~~used in~~provided by investing activities for the ~~six~~nine months ended ~~March 31,~~June 30, 2019 ~~was lower than~~primarily included higher proceeds from the ~~prior-year comparable period as prior-year purchases~~sales and maturities of investment securities, ~~reflected additional investment of net proceeds received from fixed-rate senior notes issued in September 2017.~~combined with fewer purchases, as compared to the prior-year period.

Financing activities. Cash used in financing activities for the ~~six~~nine months ended ~~March 31,~~June 30, 2019was ~~lower~~higher than the prior-year comparable period primarily due to the ~~repayment~~payment of the ~~Senior Notes due 2017 in the prior year. This decrease was partially offset by an~~deferred purchase consideration, increase in the repurchases of our class A common stock and higher dividends paid in the current year. This increase was partially offset by the redemption of the Senior Notes due December 2017 in the prior year. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

Sources of Liquidity

Our primary sources of liquidity are cash on hand, cash flow from operations, our investment portfolio and access to various equity and borrowing arrangements. Funds from operations are maintained in cash and cash equivalents and short-term or long-term available-for-sale investment securities based upon our funding requirements, access to liquidity from these holdings and the returns that these holdings provide. Based on our current cash flow 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.

Credit facility extension.On July 25, 2019, we extended the term of our 5-year, unsecured revolving credit facility and increased the amount from $4.0 billion to $5.0 billion. The credit facility will expire on July 25, 2024. The credit facility is no longer governed by any financial covenants. No other material terms were changed. See Note 6—Debt to our unaudited consolidated financial statements.

Credit Ratings

During the ~~six~~nine months ended ~~March 31,~~June 30, 2019, our credit ratings by Standard and Poor’s and Moody’s were upgraded to the following as compared to September 30, 2018:



	~~Standard and Poor’s~~
	~~March 31,~~June 30, 2019		September 30, 2018
Rating Agency and Debt type	Rating	Outlook	Rating	Outlook
Standard and Poor’s
Short-term unsecured debt	A-1+	Stable	A-1	Positive
Long-term unsecured debt	AA-	Stable	A+	Positive
Moody’s
Long-term unsecured debt	Aa3	Stable	A1	Stable

Various factors affect our credit ratings, including changes in our operating performance, the economic environment, conditions in the electronic payment industry, our financial position and changes in our business strategy. We do not currently foresee any reasonable circumstances under which our credit ratings would be significantly downgraded. If a significant downgrade were to occur, it could adversely impact, among other things, our future borrowing costs and access to capital markets.

Uses of Liquidity

There has been no significant change to our primary uses of liquidity since September 30, 2018, except as discussed below.

Common stock repurchases. During the ~~six~~nine months ended ~~March 31,~~June 30, 2019, we repurchased 3144 million shares of our class A common stock using ~~$4.3~~$6.5 billion of cash on hand. In January 2019, our board of directors authorized an additional $8.5 billion share repurchase program. As of ~~March 31,~~June 30, 2019, we had remaining authorized funds of ~~$8.4~~$6.2 billion for share repurchase. All share repurchase programs authorized prior to January 2019 have been completed. See Note 9—Stockholders’ Equity to our unaudited consolidated financial statements.

Dividends. During the ~~six~~nine months ended ~~March 31,~~June 30, 2019, we declared and paid ~~$1.1~~$1.7 billion in dividends to holders of our common and preferred stock. On ~~April 16,~~July 15, 2019, our board of directors declared a cash dividend in the amount of $0.25 per share of class A common stock (determined in the case of class B and C common stock and UK&I and Europe preferred stock on an as-converted basis), which will be paid on ~~June 4,~~September 3, 2019, to all holders of record as of ~~May 17,~~August 16, 2019. 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 three series of preferred stock and class B and C common stock will share ratably on an as-converted basis in such future dividends.

Deferred purchase consideration.~~On June 21, 2016, we acquired 100% of the share capital of Visa Europe.~~ In connection with ~~the~~our purchase of Visa Europe in June 2016, we ~~will~~were required to pay an additional €1.0 billion, plus 4% compound annual interest, on the third anniversary of the closing of ~~Visa Europe~~the acquisition. In June 2019, we paid €1.1 billion in fulfillment of this obligation.

Derivative Financial Instruments

In March 2019, we entered into interest rate and cross-currency swap agreements on a portion of our outstanding 3.15% Senior Notes due December 2025 that allows us to manage our interest rate exposure through a combination of fixed and floating rates and reduce our overall cost of ~~borrowing on our debt.~~borrowing. Together these swap agreements effectively convert a portion of our U.S. dollar denominated fixed-rate payments into euro denominated floating-rate payments. See Note 5—Fair Value Measurements and Investments to our unaudited consolidated financial statements.

Fair Value Measurements—Financial Instruments

As of ~~March 31,~~June 30, 2019, our financial instruments measured at fair value on a recurring basis included ~~$13.8~~$12.7 billion of assets and ~~$44~~$74 million of liabilities. See Note 5—Fair Value Measurements and Investments to our unaudited consolidated financial statements.



ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk

There has been no significant change to our market risks since September 30, 2018, except as discussed below.

In March 2019, we entered into interest rate and cross-currency swap agreements on a portion of our outstanding senior notes that allows us to manage our interest rate exposure through a combination of fixed and floating rates and reduce our overall cost of borrowing. Together these swap agreements effectively convert a portion of our U.S. dollar denominated fixed-rate payments into euro denominated floating-rate payments. By entering into interest rate swaps, we have assumed risks associated with market interest rate fluctuations. See Note 5—Fair Value Measurements and Investments to our unaudited consolidated financial statements.



ITEM 4.	Controls and Procedures

Disclosure controls and procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) of Visa Inc. at the end of the period covered by this report and, based on such evaluation, have concluded that the disclosure controls and procedures of Visa Inc. were effective at the reasonable assurance level as of such date.

Changes in internal control over financial reporting. During the ~~six~~nine months ended ~~March 31,~~June 30, 2019, the Company implemented a new client incentives accounting system along with enhancements and modifications to existing internal controls and procedures to comply with the new revenue standard. There have been no other changes in the internal control over financial reporting of Visa Inc. that occurred during the fiscal period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



ITEM 1.	Legal Proceedings.

Refer to Note 13—Legal Matters to the unaudited consolidated financial statements included in this Form 10-Q for a description of the Company’s current material legal proceedings.



ITEM 1A.	Risk Factors.

For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2018, filed with the SEC on November 16, 2018.



ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

ISSUER PURCHASES OF EQUITY SECURITIES

The table below sets forth our purchases of common stock during the quarter ended ~~March 31,~~June 30, 2019:

Period
Total Number
of Shares
Purchased

Average Price
Paid per Share

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs^(1),(2)

Approximate Dollar Value
of Shares that May Yet Be Purchased
Under the Plans or Programs^(1),(2)
January 1-31, 2019 3,695,067
$ 135.30
3,695,067
$ 9,810,395,582
February 1-28, 2019 3,985,003
$ 143.38
3,985,003
$ 9,238,959,974
March 1-31, 2019 6,335,657
$ 152.57
6,335,657
$ 8,272,205,975
Total 14,015,727
$ 145.40
14,015,727



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs^(1),(2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs^(1),(2)
April 1-30, 2019	3,562,393	$	159.94	3,562,393	$	7,702,361,318
May 1-31, 2019	5,429,064	$	162.06	5,429,064	$	6,822,392,402
June 1-30, 2019	3,903,940	$	169.03	3,903,940	$	6,162,429,687
Total	12,895,397	$	163.59	12,895,397


⁽¹⁾	The figures in the table reflect transactions according to the trade dates. For purposes of our unaudited consolidated financial statements included in this Form 10-Q, the impact of these repurchases is recorded according to settlement dates.


⁽²⁾	Our board of directors from time to time authorizes the repurchase of shares of our common stock up to a certain monetary limit. In January 2019, our board of directors authorized a share repurchase program for $8.5 billion. These authorizations have no expiration date. All share repurchase programs authorized prior to January 2019 have been completed.



ITEM 3.	Defaults Upon Senior Securities.

None.



ITEM 4.	Mine Safety Disclosures.

Not applicable.



ITEM 5.	Other Information.

None.



ITEM 6.	Exhibits.

EXHIBIT INDEX



		Incorporated by Reference
Exhibit Number	Description of Documents	Schedule/ Form	File Number	Exhibit	Filing Date

31.1+	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2+	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS+	XBRL Instance Document

101.SCH+	XBRL Taxonomy Extension Schema Document

101.CAL+	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF+	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB+	XBRL Taxonomy Extension Label Linkbase Document

101.PRE+	XBRL Taxonomy Extension Presentation Linkbase Document



+	Filed or furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		VISA INC.

Date:	~~April~~July 26, 2019	By:	/s/ Alfred F. Kelly, Jr.
		Name:	Alfred F. Kelly, Jr.
		Title:	Chairman and Chief Executive Officer (Principal Executive Officer)

Date:	~~April~~July 26, 2019	By:	/s/ Vasant M. Prabhu
		Name:	Vasant M. Prabhu
		Title:	Vice Chairman and Chief Financial Officer (Principal Financial Officer)

Date:	~~April~~July 26, 2019	By:	/s/ James H. Hoffmeister
		Name:	James H. Hoffmeister
		Title:	Global Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

4143



Delaware		26-0267673
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

P.O. Box 8999 ~~San Francisco, California~~		94128-8999
San Francisco,	California
(Address of principal executive offices)		(Zip Code)



Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	V	New York Stock Exchange



Large accelerated filerþ	☑	Accelerated filero	☐
Non-accelerated filer	☐	Smaller reporting companyo	☐
~~Non-accelerated filer~~ o		Emerging growth companyo	☐




		Page
PART I.	Financial Information	34

Item 1.	Financial Statements (unaudited)	3
	~~Consolidated Balance Sheets—March 31, 2019 and September 30, 2018~~	3
	~~Consolidated Statements of Operations—Three and Six Months Ended March 31, 2019 and 2018~~	4
	Consolidated Balance Sheets—June 30, 2019 and September 30, 2018	4
	Consolidated Statements of ~~Comprehensive Income—~~Operations—Three and ~~Six~~Nine Months Ended ~~March 31,~~June 30, 2019 and 2018	5
	Consolidated Statements of ~~Changes in Equity—~~Comprehensive Income—Three and ~~Six~~Nine Months Ended ~~March 31,~~June 30, 2019 and 2018	6
	Consolidated Statements of ~~Cash Flows—Six~~Changes in Equity—Three and Nine Months Ended ~~March 31,~~June 30, 2019 and 2018	107
	~~Notes to~~ Consolidated ~~Financial~~ Statements ~~(unaudited)~~of Cash Flows—Nine Months Ended June 30, 2019 and 2018	11
	Notes to Consolidated Financial Statements (unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2931
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3840
Item 4.	Controls and Procedures	3840

PART II.	Other Information	3941

Item 1.	Legal Proceedings	3941
Item 1A.	Risk Factors	3941
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3941
Item 3.	Defaults Upon Senior Securities	3941
Item 4.	Mine Safety Disclosures	3941
Item 5.	Other Information	3941
Item 6.	Exhibits	4042
	Signatures	4143


	March 31, 2019			September 30, 2018			June 30, 2019			September 30, 2018
	(in millions, except par value data)						(in millions, except par value data)
Assets
Cash and cash equivalents	$	7,648		$	8,162		$	7,912		$	8,162
Restricted cash equivalents—U.S. litigation escrow (Note 3 and Note 4)	899			1,491			902			1,491
Investment securities (Note 5)	3,876			3,547			3,265			3,547
Settlement receivable	1,574			1,582			1,689			1,582
Accounts receivable	1,404			1,208			1,531			1,208
Customer collateral (Note 3 and Note 7)	1,735			1,324			1,668			1,324
Current portion of client incentives	589			340			690			340
Prepaid expenses and other current assets	765			562			648			562
Total current assets	18,490			18,216			18,305			18,216
Investment securities (Note 5)	3,506			4,082			2,918			4,082
Client incentives	1,664			538			1,854			538
Property, equipment and technology, net	2,456			2,472			2,549			2,472
Goodwill	15,088			15,194			15,313			15,194
Intangible assets, net	26,966			27,558			27,272			27,558
Other assets	1,695			1,165			2,038			1,165
Total assets	$	69,865		$	69,225		$	70,249		$	69,225
Liabilities
Accounts payable	$	119		$	183		$	150		$	183
Settlement payable	2,081			2,168			2,420			2,168
Customer collateral (Note 7)	1,735			1,325
Customer collateral (Note 3 and Note 7)							1,668			1,325
Accrued compensation and benefits	578			901			687			901
Client incentives	3,484			2,834			3,690			2,834
Accrued liabilities	1,207			1,160			1,358			1,160
Deferred purchase consideration	1,262			1,300			0			1,300
Accrued litigation (Note 13)	914			1,434			856			1,434
Total current liabilities	11,380			11,305			10,829			11,305
Long-term debt (Note 6)	16,630			16,630			16,694			16,630
Deferred tax liabilities	4,911			4,618			4,930			4,618
Other liabilities	2,669			2,666			2,801			2,666
Total liabilities	35,590			35,219			35,254			35,219
Equity
Preferred stock, $0.0001 par value, 25 shares authorized and 5 shares issued and outstanding as follows:
Series A convertible participating preferred stock, none issued (the “class A equivalent preferred stock”) (Note 9)	—			—			0			0
Series B convertible participating preferred stock, 2 shares issued and outstanding at March 31, 2019 and September 30, 2018 (the “UK&I preferred stock”) (Note 9)	2,286			2,291
Series C convertible participating preferred stock, 3 shares issued and outstanding at March 31, 2019 and September 30, 2018 (the “Europe preferred stock”) (Note 9)	3,178			3,179
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 1,741 and 1,768 shares issued and outstanding at March 31, 2019 and September 30, 2018, respectively (Note 9)	—			—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at March 31, 2019 and September 30, 2018 (Note 9)	—			—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 12 shares issued and outstanding at March 31, 2019 and September 30, 2018 (Note 9)	—			—
Series B convertible participating preferred stock, 2 shares issued and outstanding at June 30, 2019 and September 30, 2018 (the “UK&I preferred stock”) (Note 4 and Note 9)							2,285			2,291
Series C convertible participating preferred stock, 3 shares issued and outstanding at June 30, 2019 and September 30, 2018 (the “Europe preferred stock”) (Note 4 and Note 9)							3,177			3,179
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 1,729 and 1,768 shares issued and outstanding at June 30, 2019 and September 30, 2018, respectively (Note 9)							0			0
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at June 30, 2019 and September 30, 2018 (Note 9)							0			0
Class C common stock, $0.0001 par value, 1,097 shares authorized, 12 shares issued and outstanding at June 30, 2019 and September 30, 2018 (Note 9)							0			0
Right to recover for covered losses (Note 4)	(163		)	(7		)	(169		)	(7		)
Additional paid-in capital	16,547			16,678			16,552			16,678
Accumulated income	12,513			11,318			13,040			11,318
Accumulated other comprehensive income (loss), net:
Investment securities	1			(17		)	6			(17		)
Defined benefit pension and other postretirement plans	(67		)	(61		)	(66		)	(61		)
Derivative instruments	96			60			24			60
Foreign currency translation adjustments	(116		)	565			146			565
Total accumulated other comprehensive income (loss), net	(86		)	547			110			547
Total equity	34,275			34,006			34,995			34,006
Total liabilities and equity	$	69,865		$	69,225		$	70,249		$	69,225



☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	Three Months Ended June 30, 2019
	Preferred Stock		Common Stock						Preferred Stock			Right to Recover for Covered Losses			Additional Paid-In Capital			Accumulated Income			Accumulated Other Comprehensive Income			Total Equity
	UK&I	Europe	Class A			Class B	Class C
	(in millions, except per share data)
Balance as of March 31, 2019	2	3	1,741			245	12		$	5,464		$	(163	)	$	16,547		$	12,513		$	(86	)	$	34,275
Net income																		3,101						3,101
Other comprehensive income (loss), net of tax																					196			196
Comprehensive income																								3,297
VE territory covered losses incurred (Note 4)												(8		)										(8		)
Recovery through conversion rate adjustment (Note 4 and Note 9)									(2		)	2												—
Conversion of class C common stock upon sales into public market			0		⁽¹⁾		0	⁽¹⁾																—
Vesting of restricted stock and performance-based shares			0		⁽¹⁾																			—
Share-based compensation, net of forfeitures (Note 11)															110									110
Restricted stock and performance-based shares settled in cash for taxes			0		⁽¹⁾										(3		)							(3		)
Cash proceeds from issuance of common stock under employee equity plans			1												38									38
Cash dividends declared and paid, at a quarterly amount of $0.25 per Class A share (Note 9)																		(565		)				(565		)
Repurchase of class A common stock (Note 9)			(13	)											(140		)	(2,009		)				(2,149		)
Balance as of June 30, 2019	2	3	1,729			245	12		$	5,462		$	(169	)	$	16,552		$	13,040		$	110		$	34,995



	Three Months Ended March 31, 2019
	Preferred Stock		Common Stock						Preferred Stock		Right to Recover for Covered Losses			Additional Paid-In Capital			Accumulated Income			Accumulated Other Comprehensive Income			Total Equity
	UK&I	Europe	Class A			Class B	Class C
	(in millions, except per share data)
Balance as of December 31, 2018	2	3	1,754			245	12		$	5,464	$	(92	)	$	16,540		$	11,908		$	275		$	34,095
Net income																	2,977						2,977
Other comprehensive income (loss), net of tax																				(361		)	(361		)
Comprehensive income																							2,616
Adoption of new accounting standards (Note 1)																	(8		)	—			(8		)
VE territory covered losses incurred (Note 4)											(71		)										(71		)
Conversion of class C common stock upon sales into public market			1				—	⁽¹⁾															—
Vesting of restricted stock and performance-based shares			—		⁽¹⁾																		—
Share-based compensation, net of forfeitures (Note 11)														111									111
Restricted stock and performance-based shares settled in cash for taxes			—		⁽¹⁾									(2		)							(2		)
Cash proceeds from issuance of common stock under employee equity plans			—		⁽¹⁾									41									41
Cash dividends declared and paid, at a quarterly amount of $0.25 per Class A share (Note 9)																	(569		)				(569		)
Repurchase of class A common stock (Note 9)			(14	)										(143		)	(1,795		)				(1,938		)
Balance as of March 31, 2019	2	3	1,741			245	12		$	5,464	$	(163	)	$	16,547		$	12,513		$	(86	)	$	34,275


⁽¹⁾	Increase or decrease is less than one million shares.



	Nine Months Ended June 30, 2019
	Preferred Stock		Common Stock					Preferred Stock			Right to Recover for Covered Losses			Additional Paid-In Capital			Accumulated Income			Accumulated Other Comprehensive Income			Total Equity
	UK&I	Europe	Class A		Class B	Class C
	(in millions, except per share data)
Balance as of September 30, 2018	2	3	1,768		245	12		$	5,470		$	(7	)	$	16,678		$	11,318		$	547		$	34,006
Net income																	9,055						9,055
Other comprehensive income (loss), net of tax																				(444		)	(444		)
Comprehensive income																							8,611
Adoption of new accounting standards (Note 1)																	385			7			392
VE territory covered losses incurred (Note 4)											(170		)										(170		)
Recovery through conversion rate adjustment (Note 4 and Note 9)								(8		)	8												—
Conversion of class C common stock upon sales into public market			1			0	⁽¹⁾																—
Vesting of restricted stock and performance-based shares			3																				—
Share-based compensation, net of forfeitures (Note 11)														321									321
Restricted stock and performance-based shares settled in cash for taxes			(1	)										(106		)							(106		)
Cash proceeds from issuance of common stock under employee equity plans			2											127									127
Cash dividends declared and paid, at a quarterly amount of $0.25 per Class A share (Note 9)																	(1,706		)				(1,706		)
Repurchase of class A common stock (Note 9)			(44	)										(468		)	(6,012		)				(6,480		)
Balance as of June 30, 2019	2	3	1,729		245	12		$	5,462		$	(169	)	$	16,552		$	13,040		$	110		$	34,995



	Six Months Ended March 31, 2019
	Preferred Stock		Common Stock					Preferred Stock			Right to Recover for Covered Losses			Additional Paid-In Capital			Accumulated Income			Accumulated Other Comprehensive Income			Total Equity
	UK&I	Europe	Class A		Class B	Class C
	(in millions, except per share data)
Balance as of September 30, 2018	2	3	1,768		245	12		$	5,470		$	(7	)	$	16,678		$	11,318		$	547		$	34,006
Net income																	5,954						5,954
Other comprehensive income (loss), net of tax																				(640		)	(640		)
Comprehensive income																							5,314
Adoption of new accounting standards (Note 1)											��						385			7			392
VE territory covered losses incurred (Note 4)											(162		)										(162		)
Recovery through conversion rate adjustment (Note 4 and Note 9)								(6		)	6												—
Conversion of class C common stock upon sales into public market			1			—	⁽¹⁾																—
Vesting of restricted stock and performance-based shares			3																				—
Share-based compensation, net of forfeitures (Note 11)														211									211
Restricted stock and performance-based shares settled in cash for taxes			(1	)										(103		)							(103		)
Cash proceeds from issuance of common stock under employee equity plans			1											89									89
Cash dividends declared and paid, at a quarterly amount of $0.25 per Class A share (Note 9)																	(1,141		)				(1,141		)
Repurchase of class A common stock (Note 9)			(31	)										(328		)	(4,003		)				(4,331		)
Balance as of March 31, 2019	2	3	1,741		245	12		$	5,464		$	(163	)	$	16,547		$	12,513		$	(86	)	$	34,275



	Three Months Ended March 31, 2018
	Preferred Stock		Common Stock						Preferred Stock		Right to Recover for Covered Losses			Additional Paid-In Capital			Accumulated Income			Accumulated Other Comprehensive Income		Total Equity
	UK&I	Europe	Class A			Class B	Class C
	(in millions, except per share data)
Balance as of December 31, 2017	2	3	1,805			245	12		$	5,476	$	(5	)	$	16,761		$	9,966		$	1,203	$	33,401
Net income																	2,605					2,605
Other comprehensive income (loss), net of tax																				525		525
Comprehensive income																						3,130
VE territory covered losses incurred (Note 4)											(1		)									(1		)
Conversion of class C common stock upon sales into public market			1				—	⁽¹⁾														—
Vesting of restricted stock and performance-based shares			—		⁽¹⁾																	—
Share-based compensation, net of forfeitures (Note 11)			—		⁽¹⁾									85								85
Restricted stock and performance-based shares settled in cash for taxes			—		⁽¹⁾									—								—
Cash proceeds from issuance of common stock under employee equity plans			1											50								50
Cash dividends declared and paid, at a quarterly amount of $0.210 per Class A share (Note 9)																	(490		)			(490		)
Repurchase of class A common stock (Note 9)			(17	)										(183		)	(1,889		)			(2,072		)
Balance as of March 31, 2018	2	3	1,790			245	12		$	5,476	$	(6	)	$	16,713		$	10,192		$	1,728	$	34,103



	Six Months Ended March 31, 2018
	Preferred Stock		Common Stock						Preferred Stock			Right to Recover for Covered Losses			Additional Paid-In Capital			Accumulated Income			Accumulated Other Comprehensive Income		Total Equity
	UK&I	Europe	Class A			Class B	Class C
	(in millions, except per share data)
Balance as of September 30, 2017	2	3	1,818			245	13		$	5,526		$	(52	)	$	16,900		$	9,508		$	878	$	32,760
Net income																		5,127					5,127
Other comprehensive income (loss), net of tax																					850		850
Comprehensive income																							5,977
VE territory covered losses incurred (Note 4)												(4		)									(4		)
Recovery through conversion rate adjustment (Note 4 and Note 9)									(50		)	50											—
Conversion of class C common stock upon sales into public market			2				(1	)															—
Vesting of restricted stock and performance-based shares			2																				—
Share-based compensation, net of forfeitures (Note11)			—		⁽¹⁾										153								153
Restricted stock and performance-based shares settled in cash for taxes			(1	)											(88		)						(88		)
Cash proceeds from issuance of common stock under employee equity plans			2												103								103
Cash dividends declared and paid, at a quarterly amount of $0.195 per Class A share in the first quarter and $0.210 per Class A share in the second quarter (Note 9)																		(948		)			(948		)
Repurchase of class A common stock (Note 9)			(33	)											(355		)	(3,495		)			(3,850		)
Balance as of March 31, 2018	2	3	1,790			245	12		$	5,476		$	(6	)	$	16,713		$	10,192		$	1,728	$	34,103



	Fiscal Year 2018 Closing Balance Sheet		Cumulative Transition Adjustment for New Revenue Standard		Fiscal Year 2019 Opening Balance Sheet
	(in millions)
Assets
Current portion of client incentives	$	340	$	199	$	539
Client incentives	538		614		1,152
Liabilities
Client incentives	2,834		241		3,075
Accrued liabilities	1,160		6		1,166
Deferred tax liabilities	4,618		108		4,726
Other liabilities	2,666		58		2,724
Equity
Accumulated income	11,318		400		11,718


	For the Three Months Ended March 31, 2019							For the Six Months Ended March 31, 2019							For the Three Months Ended June 30, 2019							For the Nine Months Ended June 30, 2019
	As Reported		Impact of the New Revenue Standard			Results Under Prior Revenue Standard		As Reported		Impact of the New Revenue Standard			Results Under Prior Revenue Standard		As Reported		Impact of the New Revenue Standard			Results Under Prior Revenue Standard		As Reported		Impact of the New Revenue Standard			Results Under Prior Revenue Standard
	(in millions)														(in millions)
Net revenues	$	5,494	$	(39	)	$	5,455	$	11,000	$	(91	)	$	10,909	$	5,840	$	(88	)	$	5,752	$	16,840	$	(179	)	$	16,661

Operating Expenses
Marketing	241		(39		)	202		517		(69		)	448		282		(31		)	251		799		(100		)	699
Professional fees	101		(3		)	98		192		(6		)	186		113		(5		)	108		305		(12		)	293
General and administrative	264		(7		)	257		540		(10		)	530		315		(11		)	304		855		(21		)	834
Total operating expenses	1,853		(49		)	1,804		3,642		(85		)	3,557		1,932		(47		)	1,885		5,574		(133		)	5,441
Operating income	3,641		10			3,651		7,358		(6		)	7,352		3,908		(41		)	3,867		11,266		(46		)	11,220

Income before income taxes	3,677		10			3,687		7,307		(6		)	7,301		3,866		(41		)	3,825		11,173		(46		)	11,127
Income tax provision	700		2			702		1,353		1			1,354		765		(8		)	757		2,118		(6		)	2,112
Net income	2,977		8			2,985		5,954		(7		)	5,947		3,101		(33		)	3,068		9,055		(40		)	9,015



	June 30, 2019
	As Reported		Impact of the New Revenue Standard			Results Under Prior Revenue Standard
	(in millions)
Assets
Current portion of client incentives	$	690	$	(282	)	$	408
Client incentives	1,854		(811		)	1,043
Liabilities
Accounts payable	150		26			176
Client incentives	3,690		(439		)	3,251
Accrued liabilities	1,358		(18		)	1,340
Deferred tax liabilities	4,930		(112		)	4,818
Other liabilities	2,801		(110		)	2,691
Equity
Accumulated income	13,040		(440		)	12,600



	March 31, 2019
	As Reported		Impact of the New Revenue Standard			Results Under Prior Revenue Standard
	(in millions)
Assets
Current portion of client incentives	$	589	$	(262	)	$	327
Client incentives	1,664		(725		)	939
Liabilities
Accounts payable	119		13			132
Client incentives	3,484		(401		)	3,083
Accrued liabilities	1,207		(8		)	1,199
Deferred tax liabilities	4,911		(105		)	4,806
Other liabilities	2,669		(79		)	2,590
Equity
Accumulated income	12,513		(407		)	12,106



	June 30,				September 30,
	2019		2018		2018		2017
	(in millions)
Cash and cash equivalents	$	7,912	$	8,505	$	8,162	$	9,874
Restricted cash and restricted cash equivalents:
U.S. litigation escrow	902		1,487		1,491		1,031
Customer collateral	1,668		1,346		1,324		1,106
Prepaid expenses and other current assets	187		0		0		0
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	10,669	$	11,338	$	10,977	$	12,011



	March 31,				September 30,
	2019		2018		2018		2017
	(in millions)
Cash and cash equivalents	$	7,648	$	8,142	$	8,162	$	9,874
Restricted cash and restricted cash equivalents:
U.S. litigation escrow	899		884		1,491		1,031
Customer collateral	1,735		1,250		1,324		1,106
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	10,282	$	10,276	$	10,977	$	12,011



	Fair Value Measurements Using Inputs Considered as
	Level 1				Level 2
	June 30, 2019		September 30, 2018		June 30, 2019		September 30, 2018
	(in millions)
Assets
Cash equivalents and restricted cash equivalents:
Money market funds	$	6,275	$	6,252
U.S. government-sponsored debt securities					$	50	$	1,048
Investment securities:
Marketable equity securities	125		113
U.S. government-sponsored debt securities					5,484		5,008
U.S. Treasury securities	574		2,508
Other current and non-current assets:
Derivative instruments					211		78
Total	$	6,974	$	8,873	$	5,745	$	6,134
Liabilities
Accrued and other liabilities:
Derivative instruments					$	74	$	22
Total	$	0	$	0	$	74	$	22



	June 30, 2019			September 30, 2018			Effective Interest Rate
	(in millions, except percentages)
2.20% Senior Notes due December 2020	$	3,000		$	3,000		2.30	%
2.15% Senior Notes due September 2022	1,000			1,000			2.30	%
2.80% Senior Notes due December 2022	2,250			2,250			2.89	%
3.15% Senior Notes due December 2025	4,000			4,000			3.26	%
2.75% Senior Notes due September 2027	750			750			2.91	%
4.15% Senior Notes due December 2035	1,500			1,500			4.23	%
4.30% Senior Notes due December 2045	3,500			3,500			4.37	%
3.65% Senior Notes due September 2047	750			750			3.73	%
Total senior notes	16,750			16,750
Unamortized discounts and debt issuance costs	(111		)	(120		)
Hedge accounting fair value adjustments	55			0
Total long-term debt	$	16,694		$	16,630



	Pension Benefits
	U.S. Plans						Non-U.S. Plans
	Three Months Ended June 30,						Three Months Ended June 30,
	2019			2018			2019			2018
	(in millions)
Service cost	$	0		$	0		$	1		$	1
Interest cost	8			8			3			3
Expected return on plan assets	(17		)	(17		)	(5		)	(5		)
Settlement loss	2			3			0			0
Total net periodic benefit cost (income)	$	(7	)	$	(6	)	$	(1	)	$	(1	)



	June 30, 2019					September 30, 2018
	Shares Outstanding	Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock⁽²⁾		Shares Outstanding	Conversion Rate Into Class A Common Stock		As-converted Class A Common Stock⁽²⁾
	(in millions, except conversion rates)
UK&I preferred stock	2	12.9360		32	⁽³⁾	2	12.9550		32	⁽³⁾
Europe preferred stock	3	13.8840		44	⁽³⁾	3	13.8880		44	⁽³⁾
Class A common stock⁽⁴⁾	1,729	—		1,729		1,768	—		1,768
Class B common stock	245	1.6298	⁽⁵⁾	400		245	1.6298	⁽⁵⁾	400
Class C common stock	12	4.0000		46		12	4.0000		47
Total				2,251					2,291


⁽²⁾	As-converted class A common stock is calculated based on unrounded numbers.


⁽³⁾	The reduction in equivalent number of shares of class A common stock was less than one million shares during the ~~six~~nine months ended ~~March 31,~~June 30, 2019.


⁽⁴⁾	Class A common stock shares outstanding reflect repurchases settled on or before ~~March 31,~~June 30, 2019 and September 30, 2018.


⁽⁵⁾	The class B to class A common stock conversion rate is presented on a rounded basis. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal.


	Six Months Ended March 31, 2019				Twelve Months Ended September 30, 2018				Nine Months Ended June 30, 2019				Twelve Months Ended September 30, 2018
	Preferred Stock								Preferred Stock
	UK&I		Europe		UK&I		Europe		UK&I		Europe		UK&I		Europe
	(in millions, except per share data)								(in millions, except per share data)
Effective price per share⁽¹⁾	$	137.19	$	137.19	$	113.05	$	112.92	$	141.32	$	150.26	$	113.05	$	112.92
Recovery through conversion rate adjustment	$	5	$	1	$	35	$	21	$	6	$	2	$	35	$	21


⁽²⁾	All shares repurchased in the open market have been retired and constitute authorized but unissued shares.


⁽³⁾	Average repurchase price per share is calculated based on unrounded numbers.



	Basic Earnings Per Share					Diluted Earnings Per Share
	(in millions, except per share data)
	Income Allocation (A)⁽²⁾		Weighted- Average Shares Outstanding (B)	Earnings per Share = (A)/(B)		Income Allocation (A)⁽²⁾		Weighted- Average Shares Outstanding (B)		Earnings per Share = (A)/(B)
Class A common stock	$	2,379	1,735	$	1.37	$	3,101	2,265	⁽³⁾	$	1.37
Class B common stock	549		245	$	2.23	548		245		$	2.23
Class C common stock	63		12	$	5.48	63		12		$	5.48
Participating securities⁽⁴⁾	110		Not presented	Not presented		110		Not presented		Not presented
Net income	$	3,101


	Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price		Granted	Weighted-Average Grant Date Fair Value		Weighted-Average Exercise Price
Non-qualified stock options	1,109,645	$	25.89	$	134.76	1,109,645	$	25.89	$	134.76
Restricted stock units (“RSUs”)	2,616,550	$	135.19			2,706,680	$	136.21
Performance-based shares⁽¹⁾	540,538	$	153.42			540,538	$	153.42


⁽¹⁾	Represents the maximum number of performance-based shares which could be earned.


	Three Months Ended March 31,				2019 vs. 2018		Six Months Ended March 31,				2019 vs. 2018		Three Months Ended June 30,				2019 vs. 2018		Nine Months Ended June 30,				2019 vs. 2018
(in millions, except percentages and per share data)	2019		2018		% Change⁽¹⁾		2019		2018		% Change⁽¹⁾		2019		2018		% Change⁽¹⁾		2019		2018		% Change⁽¹⁾
Net income, as reported	$	2,977	$	2,605	14	%	$	5,954	$	5,127	16	%	$	3,101	$	2,329	33	%	$	9,055	$	7,456	21	%
Diluted earnings per share, as reported	$	1.31	$	1.11	17	%	$	2.61	$	2.19	19	%	$	1.37	$	1.00	36	%	$	3.97	$	3.19	25	%
Net income, as adjusted⁽²⁾	$	2,977	$	2,605	14	%	$	5,954	$	5,141	16	%	$	3,101	$	2,792	11	%	$	9,055	$	7,933	14	%
Diluted earnings per share, as adjusted⁽²⁾	$	1.31	$	1.11	17	%	$	2.61	$	2.19	19	%	$	1.37	$	1.20	14	%	$	3.97	$	3.39	17	%