Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)The following documents are filed as part of this report:
1.Consolidated Financial Statements

See Index to Consolidated Financial Statements in Item 8—Financial Statements and Supplementary Data of this report.

2.Consolidated Financial Statement Schedules

None.

3.The following exhibits are filed as part of this report or, where indicated, were previously filed and are hereby incorporated by reference:

Refer to the Exhibit Index herein.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

VISA INC.
By:/s/ Charles W. Scharf
Name:Charles W. Scharf
Title:Chief Executive Officer
Date:November 15, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:

SignatureTitleDate
/s/ Charles W. ScharfChief Executive Officer and DirectorNovember 15, 2016
Charles W. Scharf(Principal Executive Officer)
/s/ Vasant M. PrabhuChief Financial OfficerNovember 15, 2016
Vasant M. Prabhu(Principal Financial Officer)
/s/ James H. HoffmeisterGlobal Corporate Controller andNovember 15, 2016
James H. HoffmeisterChief Accounting Officer
(Principal Accounting Officer)
/s/ Robert W. MatschullatIndependent ChairNovember 15, 2016
Robert W. Matschullat
/s/ Lloyd A. CarneyDirectorNovember 15, 2016
Lloyd A. Carney
/s/ Mary B. CranstonDirectorNovember 15, 2016
Mary B. Cranston
/s/ Francisco Javier Fernández-CarbajalDirectorNovember 15, 2016
Francisco Javier Fernández-Carbajal
/s/ Gary A. HoffmanDirectorNovember 15, 2016
Gary A. Hoffman
/s/ Alfred F. Kelly, Jr.Director and Chief Executive OfficerNovember 15, 2016
Alfred F. Kelly, Jr.Designate
/s/ Cathy E. MinehanDirectorNovember 15, 2016
Cathy E. Minehan
/s/ Suzanne Nora JohnsonDirectorNovember 15, 2016
Suzanne Nora Johnson
/s/ David J. PangDirectorNovember 15, 2016
David J. Pang
/s/ John A. C. SwainsonDirectorNovember 15, 2016
John A. C. Swainson
/s/ Maynard G. Webb, Jr.DirectorNovember 15, 2016
Maynard G. Webb, Jr.

EXHIBIT INDEX

Incorporated by Reference
ExhibitExhibitFileExhibitFiling
NumberDescriptionFormNumberNumberDate
2.1Amended and Restated Transaction Agreement, dated as of May 10, 2016, between Visa Inc. and Visa Europe Limited #8-K001-339772.15/10/2016
3.1Sixth Amended and Restated Certificate of Incorporation of Visa Inc.8-K001-339773.21/29/2015
3.2Certificate of Correction of the Certificate of Incorporation of Visa Inc.8-K001-339773.12/27/2015
3.3Amended and Restated Bylaws of Visa Inc.10-K001-339773.311/20/2015
4.1Form of stock certificate of Visa Inc.S-4/A333-1439664.19/13/2007
4.2Form of specimen certificate for class B common stock of Visa Inc.8-A000-535724.11/28/2009
4.3Form of specimen certificate for class C common stock of Visa Inc.8-A000-535724.21/28/2009
4.4Indenture dated December 14, 2015 between Visa Inc. and U.S. Bank National Association8-K001-339774.112/14/2015
4.5Form of 1.200% Senior Note due 20178-K001-339774.212/14/2015
4.6Form of 2.200% Senior Note due 20208-K001-339774.312/14/2015
4.7Form of 2.800% Senior Note due 20228-K001-339774.412/14/2015
4.8Form of 3.150% Senior Note due 20258-K001-339774.512/14/2015
4.9Form of 4.150% Senior Note due 20358-K001-339774.612/14/2015
4.10Form of 4.300% Senior Note due 20458-K001-339774.712/14/2015
4.11Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa Inc.8-K001-339773.16/21/2016
4.12Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc.8-K001-339773.26/21/2016
4.13Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa Inc.8-K001-339773.36/21/2016
10.1Form of Indemnity Agreement8-K001-3397710.110/25/2012
10.2Amended and Restated Global Restructuring Agreement, dated August 24, 2007, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe Limited, Visa Canada Association, Inovant LLC, Inovant, Inc., Visa Europe Services, Inc., Visa International Transition LLC, VI Merger Sub, Inc., Visa USA Merger Sub Inc. and 1734313 Ontario Inc.S-4/A333-143966Annex A9/13/2007
10.3Form of Visa Europe Put-Call Option Agreement between Visa Inc. and Visa Europe LimitedS-4/A333-143966Annex B9/13/2007
10.4Amended and Restated Amendment No. 1 to the Visa Europe Put-Call Option Agreement, dated May 10, 2016, by and between Visa Inc. and Visa Europe Limited8-K001-339772.25/10/2016
10.5Form of Escrow Agreement by and among Visa Inc., Visa U.S.A. Inc. and the escrow agentS-4333-14396610.156/22/2007
10.6Form of Framework Agreement by and among Visa Inc., Visa Europe Limited, Inovant LLC, Visa International Services Association and Visa U.S.A. Inc. †S-4/A333-14396610.177/24/2007
10.7Five Year Revolving Credit Agreement, dated January 27, 2016, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., as borrowers, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank N.A., as syndication agent, and the lenders referred to therein #10-Q001-3397710.14/25/2016
10.8Form of Interchange Judgment Sharing Agreement by and among Visa International Service Association and Visa U.S.A. Inc., and the other parties thereto †S-4/A333-14396610.137/24/2007
10.9Interchange Judgment Sharing Agreement Schedule8-K001-3397710.22/8/2011
10.10Amendment of Interchange Judgment Sharing Agreement10-K001-3397710.1011/20/2015
10.11Form of Loss Sharing Agreement by and among Visa U.S.A. Inc., Visa International Service Association, Visa Inc. and various financial institutionsS-4/A333-14396610.147/24/2007
10.12Loss Sharing Agreement Schedule8-K001-3397710.12/8/2011
10.13Amendment of Loss Sharing Agreement10-K001-3397710.1311/20/2015
10.14Form of Litigation Management Agreement by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and the other parties theretoS-4/A333-14396610.188/22/2007
10.15Omnibus Agreement, dated February 7, 2011, regarding Interchange Litigation Judgment Sharing and Settlement Sharing by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, MasterCard Incorporated, MasterCard International Incorporated and the parties thereto8-K001-3397710.27/16/2012
10.16Amendment, dated August 26, 2014, to the Omnibus Agreement regarding Interchange Litigation Judgment Sharing and Settlement Sharing by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, MasterCard Incorporated, MasterCard International Incorporated and the parties thereto10-K001-3397710.1411/21/2014
10.17Second Amendment, dated October 22, 2015, to Omnibus Agreement regarding Interchange Litigation Judgment Sharing and Settlement Sharing10-K001-3397710.1711/20/2015
10.18Settlement Agreement, dated October 19, 2012, by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, MasterCard Incorporated, MasterCard International Incorporated, various U.S. financial institution defendants, and the class plaintiffs to resolve the class plaintiffs' claims in the matter styled In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, No. 05-MD-172010-Q001-3397710.32/6/2013
10.19Loss Sharing Agreement, dated as of November 2, 2015, among the UK Members listed on Schedule 1 thereto, Visa Inc. and Visa Europe Limited8-K001-3397710.111/2/2015
10.20Litigation Management Deed, dated as of June 21, 2016, by and among the VE Member Representative, Visa Inc., the LMC Appointing Members, the UK&I DCC Appointing Members, the Europe DCC Appointing Members and the UK&I DCC Interested Members8-K001-3397710.16/21/2016
10.21*Visa 2005 Deferred Compensation Plan, effective as of August 12, 201510-K001-3397710.2111/20/2015
10.22*Visa Directors Deferred Compensation Plan, as amended and restated as of July 22, 201410-K001-3397710.1711/21/2014
10.23*Visa Inc. 2007 Equity Incentive Compensation Plan, as amended and restated as of February 3, 2016DEFA 14A001-33977Annex A1/12/2016
10.24*Visa Inc. Incentive Plan, as amended and restated as of February 3, 2016DEF 14A001-33977Annex B12/11/2015
10.25*Visa Excess Thrift Plan, as amended and restated as of January 1, 200810-K001-3397710.3111/21/2008
10.26*Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 200810-K001-3397710.3211/21/2008
10.27*First Amendment, effective January 1, 2011, of the Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 200810-K001-3397710.3411/18/2011
10.28*Visa Inc. Executive Severance Plan, effective as of November 3, 20108-K001-3397710.111/9/2010
10.29*Visa Inc. 2015 Employee Stock Purchase PlanDEF 14A001-33977Appendix B12/12/2014
10.30*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 201010-K001-3397710.4011/19/2010
10.31*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 201110-K001-3397710.3511/18/2011
10.32*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO, for awards granted after November 1, 201210-Q001-3397710.42/6/2013
10.33*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 201310-Q001-3397710.11/30/2014
10.34*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for awards granted after November 18, 201310-Q001-3397710.21/30/2014
10.35*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 18, 201310-Q001-3397710.31/30/2014
10.36*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 18, 201310-Q001-3397710.41/30/2014
10.37*Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 201310-Q001-3397710.51/30/2014
10.38*Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for awards granted after November 18, 201310-Q001-3397710.61/30/2014
10.39*Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 18, 201310-Q001-3397710.71/30/2014
10.40*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 18, 201310-Q001-3397710.81/30/2014
10.41*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 201410-K001-3397710.4011/21/2014
10.42*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 201410-K001-3397710.4111/21/2014
10.43*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for awards granted after November 1, 201410-K001-3397710.4211/21/2014
10.44*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 201410-K001-3397710.4311/21/2014
10.45*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 201410-K001-3397710.4411/21/2014
10.46*Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 201410-K001-3397710.4511/21/2014
10.47*Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for awards granted after November 1, 201410-K001-3397710.4611/21/2014
10.48*Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 201410-K001-3397710.4711/21/2014
10.49*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 201510-Q001-3397710.11/28/2016
10.50*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 201510-Q001-3397710.21/28/2016
10.51*Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 201510-Q001-3397710.31/28/2016
10.52*+Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO, for the Make-Whole Award.
10.53*Form of Letter Agreement relating to Visa Inc. Executive Severance Plan8-K001-3397710.211/9/2010
10.54*Offer Letter, dated October 23, 2012, between Visa Inc. and Charles W. Scharf8-K001-3397799.210/24/2012
10.55*Aircraft Time Sharing Agreement, dated November 7, 2012, between Visa Inc. and Charles W. Scharf8-K001-3397710.111/9/2012
10.56*Amendment No. 1 to the Aircraft Time Sharing Agreement, effective December 13, 2013, between Visa Inc. and Charles W. Scharf10-K001-3397710.5111/21/2014
10.57*Consulting Agreement, dated October 17, 2016, between Visa Inc. and Charles W. Scharf8-K001-3397799.210/21/2016
10.58*Offer Letter, dated October 17, 2016, between Visa Inc. and Alfred F. Kelly, Jr.8-K001-3397799.110/21/2016
10.59*+Aircraft Time Sharing Agreement, dated November 9, 2016, between Visa Inc. and Alfred F. Kelly, Jr.
10.60*Offer Letter, dated May 20, 2013, between Visa Inc. and Ryan McInerney8-K001-3397799.25/23/2013
10.61*Sign-On Bonus Agreement, dated May 22, 2013, between Visa Inc. and Ryan McInerney10-K001-3397710.5311/21/2014
10.62*Offer Letter, dated November 6, 2013, between Visa Inc. and Rajat Taneja10-K001-3397710.5411/21/2014
10.63*Sign-On Bonus Agreement, dated November 12, 2013, between Visa Inc. and Rajat Taneja10-K001-3397710.5511/21/2014
10.64*Offer Letter and One-Time Cash Award Agreement, dated January 27, 2015, between Visa Inc. and Vasant M. Prabhu8-K001-3397799.22/2/2015
12.1+Statement of Computation of Ratio of Earnings to Fixed Charges
21.1+List of Significant Subsidiaries of Visa Inc.
23.1+Consent of KPMG LLP, Independent Registered Public Accounting Firm
31.1+Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+Certification of the 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 the 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.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
†Confidential treatment has been requested for portions of this agreement. A completed copy of the agreement, including the redacted portions, has been filed separately with the SEC.
*Management contract, compensatory plan or arrangement.
+Filed or furnished herewith.
#Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

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