Good afternoon. My name is Brandon, and I will be your conference operator today. At this time, I would like to welcome everyone to the Visa Inc. conference call to discuss the 8-K filed this afternoon. All lines will be placed on mute until, to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. I would now like to turn the call over to your host, Ms. Jennifer Como, Senior Vice President and Global Head of Investor Relations. Ms. Como, you may begin. Thank you. Good afternoon, everyone, and thank you for joining us to discuss the Form 8-K filed this afternoon that announced that Visa is engaging with common stockholders on the subject of potential amendments to its Certificate of Incorporation. These amendments, together with the potential exchange offer program, would have the effect of releasing transfer restrictions on portions of Visa's Class B common stock through a programmatic and measured structure. Joining me today from Visa are Ryan McInerney, Chief Executive Officer, and Chris Suh, Chief Financial Officer. Following brief comments from Ryan, we will open up the call for your questions. I would like to emphasize that the purpose of this call is to address any questions you may have regarding the Form 8-K filed this afternoon. So please limit your questions to this matter. The Form 8-K can be accessed on the investor relations section of our website at investor.visa.com, along with other relevant documents related to this matter, including a presentation and recording. In addition, after this call, a replay will be made available and will be archived on the site for at least 30 days. A transcript from today's call will also be filed with the SEC. Let me also remind you that this discussion may include forward-looking statements, including, but not limited to, the approval of the Certificate of Incorporation amendments, implementation of the potential exchange offer program, and future liability arising under the U.S. covered litigation. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future events, and are subject to certain risks, uncertainties, and other factors, many of which are beyond our control and are difficult to predict. Additional information concerning those factors is available in our most recent annual report on Form 10-K and any subsequent reports on Forms 10-Q and 8-K, which you can find on the SEC's website and the investor relations section of our website. If we determine to proceed, a proxy statement and registration statement on Form S-4 will be filed with the SEC, and all stockholders are encouraged to read those materials when they become available. No offer or solicitation is being made through this communication. With that, let me turn the call over to Ryan. Thanks, Jennifer, and hello, everyone. The Form 8-K that we filed today announced that we are engaging with common stockholders regarding potential amendments to our Certificate of Incorporation, that together with the potential exchange offer program, would have the effect of releasing transfer restrictions on portions of Visa's Class B shares through a programmatic and measured structure. Just as a reminder, Visa's Class A, B, and C common stock structure was put in place in connection with our restructuring and IPO. The structure was designed to protect Class A and Class C stockholders from certain liabilities related to pre-IPO litigation, referred to as the U.S. covered litigation. We're considering the potential exchange offer program now for two primary reasons. First, the value of the Class B shares has increased significantly from approximately $8 billion at the time of the IPO to approximately $96 billion, based on the August 31 closing Class A stock price of $245.68. Second, since the IPO, we have made significant progress in the U.S. covered litigation with one matter remaining. For that one matter, we have settled claims representing approximately 90% of the payments, volume, and interchange at issue. The more recent settlements have ranged from approximately 3%-8% of the merchant's applicable interchange. If you apply that range to all of the unresolved claims, it would be $1.4 billion-$4 billion. Now, I'll briefly cover the mechanics of the initial potential exchange offer in the potential exchange offer program. First, all Class B shares will be redenominated as Class B-1 shares and will have all of the same economic terms and transfer and convertibility restrictions as the Class B shares do today. For those who fully participate in the initial potential exchange offer, half of the Class B-1 value would be exchanged for Class B-2 shares and the other half for Class C shares. For the new Class B-2 shares, they will have the same transfer and convertibility restrictions as the Class B-1 shares, with one key difference. As deposits are made to the escrow account, the conversion rate applicable to Class B-2 shares will be adjusted downward at twice the rate as applicable to the Class B-1 shares. For the Class C shares, these would be freely tradable, subject to a staggered lockup that would run over a 90-day period. Specifically, up to one-third would be convertible and available for sale within the first 45 days after the initial potential exchange offer, up to two-thirds within the first 90 days, and up to the full amount thereafter. Participating Class B-1 holders would also each have to enter into a make-whole agreement, which means that if all of the Class B-2 share value is exhausted for the U.S. covered litigation, then the Class B-2 stockholders would have to step in and make whole what the Class B stockholders would have been obligated to cover if they had not participated in the initial potential exchange offer. For each of the three successive potential exchange offers, two primary conditions must be satisfied. One, a reduction of 50% or more of the interchange at issue in unresolved claims or damages in the U.S. covered litigation. And two, more than 12 months must have elapsed since the preceding exchange offer. If both of these conditions are met, then Visa would consider initiating another potential exchange offer, permitting up to 50% of the applicable Class B shares to be released. The mechanics of the successive potential exchange offers would be very similar to the example that I just walked through, and more information on those mechanics can be found in the Form 8-K and presentation that we filed today. We believe that the potential exchange offer program would provide benefits to all of our common stockholders. For our Class A and Class C stockholders, they would maintain economically equivalent protection from the U.S. covered litigation through a combination of the make-whole agreements and the respective Class B shares. In addition, as it stands today, all Class B shares become freely tradable upon final resolution of the U.S. covered litigation. Class A and Class C stockholders would receive greater certainty around the release of the Class B shares through a programmatic structure and through lockup provisions, mitigating potential overhang risk that otherwise would exist in the current structure. For our Class B stockholders, they would be provided with an option for near-term liquidity and may have the potential for better regulatory capital treatment. The potential exchange offer program would also strengthen our relationships with our Class B stockholders, Visa's U.S. clients of all sizes, which would provide value to all stockholders. The board and management believe that now is an appropriate time to consider a programmatic and measured release of the Class B shares. The amendments to our Certificate of Incorporation for the potential exchange offer program would need to be approved by the board and a majority of the outstanding shares of each of Class A, Class B, and Class C common stock, each voting separately as a class. With that, let me turn the call back to Jennifer. Thanks, Ryan. With that, we're ready to take questions. If you would like to ask a question, please press star one and clearly record your name. You will be announced prior to asking your question. To ensure all questioners are heard, we ask that you please limit yourself to one question. Once again, to ask a question, please press star one, and to withdraw your question, press star two. Our first question is from Ramsey El-Assal with Barclays. Your line is open. Hi, thanks for taking my question this evening. Does the injunctive relief class need to be resolved in order for the U.S., the whole U.S. covered litigation to be considered complete? Or is it once you just fully settle the damages class and the opt-out class, at that point, will the Class B shareholders' obligations be considered satisfied? I'm just trying to figure out whether, you know, if this, if the 30% remaining of the opt-out class gets taken care of, do all these shares unlock anyway? Or whether you still have to grind through the injunctive relief, you know, negotiations in order to, for this whole matter to be considered resolved from that perspective of conversion, if that made sense. Hi, Ramsey, it makes complete sense. The injunctive class is part of the U.S. covered litigation and does need to be resolved for everything to be wrapped up, as you say. But again, backing up from that, this is in part, you know, why we put together this measured release plan over time that allows B shareholders to have the potential to exchange up to 50% of their shares in this potential exchange offer and subsequent ones. But anyway, the short answer to your question is yes. Got it. Thank you. Next question, please. Our next question is from Ashwin Shirvaikar with Citi. Your line is open. Hi, I just wanted to clarify whether there is incremental information that you have with regards to the interpretive process that sort of ongoing that, you know, I guess 10% of, ... merchants have not accepted. That makes sense? I'm sorry, could you repeat that again, Ashwin? We just missed it a little bit. Yeah. So I wanted to know, part of the comment today was 90% of the merchants have accepted the settlement. 10% remains, right? So is the course of action you're now taking indicative that there is further color on who's not accepted and where negotiations are ongoing or litigation is ongoing? Is there incremental information contained in your actions? Hey, Ashwin, how you doing? It's Ryan. You know, as I mentioned in my prepared remarks, we've made significant progress on the U.S. covered litigation. Only the MDL is remaining, and settled claims, we have settled claims representing 90% of the interchange at issue. Okay. We've laid it out, we think, pretty clearly in the materials. I would point you to pages 9, 10, and 11. I think if you go through those, it's very clearly laid out, and hopefully, you know, addresses your question. Thank you. Great. Okay. Next question, please. Our next question is from James Faucette with Morgan Stanley. Your line is open. Hey, James. Thank you very much. Hey, good afternoon. Thanks for doing this, you guys. Quick question on what you're doing, in terms of what you're doing. And I understand, like, this could be attractive to banks, and you mentioned that there, it could help some of their reserve requirements. I know you're not speaking for the banks, but can you imagine any cases in which the, like, what would be circumstances in which banks and Class B shareholders may not wanna fully convert what's available to them? You know, we can't predict what B shareholders are gonna do or not do, or think or not think. We believe we've put together a proposal that makes a lot of sense for all three classes of shareholders, As, Bs, and Cs. You know, as of this afternoon, we're starting to engage with shareholders. Got it. Got it. To be clear, your expectation, though, is that Class B shareholders would feel incented to fully convert, or at least that's your planning assumption right now? The potential exchange offer provides the opportunity for B shareholders to exchange up to 50% of their shares, but we can't speculate on what they'll do or not do. Okay. Thanks for that, Ryan. You bet. Thanks, James. Next question, please. Our next question is from Darrin Peller with Wolfe Research. Your line is open. Hey, thanks, guys. Look, I'm just trying to make sure I totally—we, we totally understand this with regard to a couple of dynamics. Number one is, on the remaining, I think it's 10%, you mentioned obviously, that isn't—is yet to be settled. I mean, are there any scenarios in terms of a different range of outcomes where this could present any incremental risk whatsoever to the current Class A or C share? In other words, any change in the, in the risk of, what used to be protected by dilution, or does this really not change anything whatsoever for Class A shareholders? For Class A shareholders, excuse me, economically equivalent protection that they have today via the make-whole agreement, that any B shareholder who participates in the potential exchange offer would have to sign and the Class B shares. So Class A shareholders and Class C shareholders have economically equivalent protection. Now, if I go back to the, you know, the 10% for a second. You know, as I mentioned, we've settled claims representing 90% of the interchange at issue. The most recent settlements that we've made have been in the range of 3%-8%. So if you apply that to what's outstanding, it's $1.4 billion-$4 billion. Now anything's possible, but that's what we've been doing. Just as a reminder, we have $1.63 billion in the escrow today. As you heard us say, we have $96 billion as of the end of August, share price in terms of B shares. A shareholders, economically equivalent protection they have today. And then just when we think about, and this may be more for investor relations question, but when we think about float and trading dynamics on the stock associated with this, how does this impact that at all in terms of what's out there and what's gonna be put out to the market from a common stock shareholder standpoint? Hi, Darren, this is Chris. I'll take this one. Well, the way I would encourage you to think about that, as things currently stand today, when the U.S. covered litigation wraps up, all the Class B shares effectively become released at once and become freely tradable at that point. So we think this is a programmatic and measured way to manage that program. So basically, we've put together a proposed exchange offer that reduces the overhang risk that exists today. It so as, as Chris said, if when everything is resolved, all the B shares will become freely tradable. This puts in place a transparent, programmatic approach for B shareholders to be able to potentially exchange these shares. Right. That makes sense. That's helpful. All right. Thanks, guys. Great. Next question. Our next question is from Dominick Gabriele with Oppenheimer. Your line is open. Hey, my previous question was actually just answered, I believe. But maybe, if you just think about the interchange risk- ... here in these litigations versus potentially anything in the future, do you think that this, the way you're going about this programmatic methodology to kind of lessen the blow from these conversions, does that help on a three-year basis, effectively mitigate what you can do to the float because you can buy back shares over that period? Is that kind of the way you draw it out a little bit? No, I wouldn't think about it that way. Again, if you just back up, we have a structure in place today, which Chris described a moment ago, that when the covered litigation is resolved, all the shares would be freely tradable, point one. Point two, we've made significant progress resolving the U.S. covered litigation. We only have the MDL remaining. We've settled claims representing 90% of the interchange at issue, so we've made significant progress. We've created a program that creates, it maintains economically equivalent protection for Class A and Class C shareholders, and it enables a programmatic release of the shares. So, you know, in the big picture, economically equivalent protection for A and C shareholders, programmatic release, get rid of the overhang risk. All shareholders, we believe, will feel really good about this program. Makes a lot of sense. Thanks so much for taking my question. Thanks, Dominic. Great. Next question, please. Our next question is from Dan Perlin with RBC Capital Markets. Your line is open. Hey, Dan. Thanks. Hey, how are you? Just a quick one. I feel like in the original retrospective responsibility plan language, there was also language related to, I guess, what we would have called then copycat cases equivalent. And I'm just wondering, how does this resolve those? Or once the 90% or the remaining 10% is concluded, therefore an additional copycat case is no longer considered an equivalent. Does that resonate, or am I misguiding this one from remembering what the original language said? The estimates we've given you cover all the covered U.S. litigation. Right. Okay. There was talk of copycat litigation within the original responsibility plan, and I just can't remember if that was equivalent to what would be covered under this or if that was separate and distinct. So that was my only question. Yeah, I think all, as I said, all covered litigation should be covered under the estimates we've given you. If you have specific questions on some of it, obviously, feel free to follow up with Jennifer and the investor relations team. Okay, thank you. You bet, Dan. Thanks. At this time, I would like to remind participants, if you would like to ask a question at this time, to please press star one. Please record your first and last name clearly when prompted. One moment please, as we await our next question. Looks like we have no more questions, so, feel free to follow up with the investor relations team. If you have any questions, you can call or email us, and I would like to thank you for joining us today. Thanks again and have a great day. Thanks, everyone. Thanks. Thank you for participating in today's conference. All lines may disconnect at this time.