Visa (V) 10-K risk factor changes: FY2019 vs FY2018

[removed: Regulatory Risks][added: Regulatory Risks]

[removed: We] [added: We] are subject to complex and evolving global regulations that could harm our business and financial [removed: results.][added: results.]

See [removed: Item 1—Business—Government Regulation] [added: *Item 1*—*Business*—*Government Regulation*] for more information on the most significant areas of regulation that affect our business.

As discussed in more detail below, we may face differing rules and regulations in matters like interchange reimbursement rates, preferred routing, domestic processing requirements, currency conversion, point-of-sale transaction rules and practices, privacy, data use or protection, [added: licensing requirements,] and associated product technology.

If widely varying regulations come into existence worldwide, we may have difficulty rapidly adjusting our product offerings, services, [removed: fees,] [added: fees] and other important aspects of our business in the [removed: various] regions where we operate.

[removed: Increased] [added: Increased scrutiny and] regulation of the global payments industry, including with respect to interchange reimbursement fees, [added: merchant discount rates,] operating rules, risk management protocols and other related practices, could harm our [removed: business.][added: business.]

See [removed: Item] [added: *Item] 1.

[added: Business —Government Regulation* for more information*.*] In the [removed: United States] [added: U.S.] and many other jurisdictions, we have historically set default interchange reimbursement fees.

The EU’s IFR places an effective cap on consumer credit and consumer debit interchange fees for both domestic and cross-border transactions within [removed: Europe] [added: the EEA] (30 basis points and 20 basis points, respectively).

For example, [added: many] governments [removed: such as] [added: including, but not limited to governments] in India [removed: may use] [added: and Turkey are using] regulation to further drive down merchant discount rates, which could negatively affect the economics of our transactions.

[removed: Similarly, the] [added: The] Payment System Regulator’s review of the acquiring market in the United Kingdom could lead to additional regulatory pressure on our business.

For instance, new products and capabilities, including tokenization, [removed: and mobile and] push payments, [added: and non-card based payment flows (e.g., B2B Connect)] could bring increased licensing or authorization requirements in the countries where the product or capability is offered.

The risks created by a new [removed: law or] [added: law,] regulation [added: or regulatory outcome] in one jurisdiction have the potential to be replicated and to negatively affect our business in another jurisdiction or in other product offerings.

For example, credit payments could become subject to similar regulation as debit [removed: payments.][added: payments (or vice versa).]

[removed: The] [added: For instance, the] Reserve Bank of Australia initially capped credit interchange, but subsequently capped debit interchange as well.

[removed: Government-imposed] [added: Government-imposed] restrictions on international payment systems may prevent us from competing against providers in certain countries, including significant markets such as China, India and [removed: Russia.][added: Russia.]

Recent regulatory initiatives in India also suggest growing nationalistic priorities, including a [removed: recent] data localization mandate passed by the government, which has cost implications for us and could affect our ability to effectively compete with domestic payment providers.

Geopolitical events, including sanctions, trade tensions or other types of activities could potentially intensify [removed: this activity,] [added: any or all of these activities,] which could adversely affect our business.

[removed: Last year,] [added: Recently,] with strong backing from China’s government, a new digital transaction routing system known as Netlink was established.

[removed: Laws] [added: Laws] and regulations regarding the handling of personal data and information may impede our services or result in increased costs, legal claims, or fines against [removed: us.][added: us.]

For example, the [removed: GDPR] [added: EU’s General Data Protection Regulation (GDPR)] extends the scope of the EU data protection law to all companies processing data of EU residents, regardless of the company’s location.

In addition, [removed: earlier this year,] India [added: has] adopted a data localization law that requires all payment system operators to store domestic transaction data only in India.

[removed: We] [added: We] may be subject to tax examinations or disputes, or changes in tax [removed: laws.][added: laws.]

In addition, changes in existing [removed: laws, such as future regulatory guidance on the U.S. Tax Cuts and Jobs Act, tax law changes] [added: laws] in the [removed: United States] [added: U.S.] or foreign jurisdictions, or [removed: those] [added: changes] resulting from the [removed: Base Erosion and Profit Shifting project being conducted by the] Organization for Economic Cooperation and [removed: Development,] [added: Development Program of Work, related to the revision of profit allocation and nexus rules and global base-erosion proposal,] may also materially affect our effective tax rate.

See also [removed: Note 16—Income Taxes] [added: *Note 19—Income Taxes*] to our consolidated financial statements included in [removed: Item] [added: *Item] 8—Financial Statements and Supplementary [removed: Data] [added: Data*] of this report.

[removed: Litigation Risks][added: Litigation Risks]

[removed: We] [added: We] may be adversely affected by the outcome of litigation or investigations, despite certain protections that are in [removed: place.][added: place.]

Details of the most significant actions we face are described more fully in [removed: Note 17—Legal Matters] [added: *Note 20—Legal Matters*] to our consolidated financial statements included in [removed: Item] [added: *Item] 8—Financial Statements and Supplementary [removed: Data] [added: Data*] of this report.

[removed: The outcome of these] [added: These] actions [added: or their outcomes] may also influence regulators, investigators, governments, or civil litigants in the same or other jurisdictions, which may lead to additional actions against Visa.

For certain actions like those that are U.S. covered litigation or VE territory covered litigation, as described in [removed: Note 2—U.S.] [added: *Note 5—U.S.] and Europe Retrospective Responsibility [removed: Plans] [added: Plans*] and [removed: Note 17—Legal Matters] [added: *Note 20—Legal Matters*] to our consolidated financial statements included in [removed: Item] [added: *Item] 8—Financial Statements and Supplementary [removed: Data] [added: Data*] of this report, we have certain financial protections pursuant to the respective retrospective responsibility plans.

[removed: Business Risks][added: Business Risks]

[removed: We] [added: We] face intense competition in our [removed: industry.][added: industry.]

Our products compete with cash, checks, electronic funds, virtual currency payments, global or multi-regional networks, other domestic and closed-loop payments systems, and [removed: alternate] [added: alternative] payment providers primarily focused on enabling payments through ecommerce and mobile channels.

As the global payments space becomes more complex, we face increasing competition from our clients, [added: other] emerging payment [removed: providers,] [added: providers such as fintechs,] and other digital [added: payments] and technology companies that have developed payments systems enabled through online activity in ecommerce and mobile channels.

Government actions or initiatives such as the Dodd-Frank Act or the U.S. Federal Reserve’s [removed: Faster Payments] [added: FedNow] initiatives may provide [removed: them] [added: competitors] with increased opportunities to derive competitive advantages from these business [removed: models.][added: models, and may create new competitors, including in some cases the government itself.]

Similarly, regulation in Europe under PSD2 and the IFR may require us to open up access to, and allow participation in, our network to additional participants, and reduce the infrastructure investment and regulatory burden on [removed: potential] competitors.

| • | competitors, [removed: clients] [added: clients, network participants,] and others are developing [added: or participating in] alternate payment networks or products, such as mobile payment services, ecommerce payment services, P2P payment services, [added: real-time and] faster payment initiatives and payment services that permit ACH or direct debits from consumer checking accounts, that could reduce our role or otherwise disintermediate us from the transaction processing or the value-added services we provide to support such processing. Examples include initiatives from The Clearing House, an association [removed: comprised] [added: consisting] of large financial institutions that [removed: is developing] [added: has developed] its own faster payments [removed: system, and] [added: system;] Early Warning Services, which operates Zelle, a bank-offered alternative network that provides another platform for faster funds or real-time payments across a variety of payment types, including P2P, corporate and government disbursement, bill pay and deposit check transactions; [added: and the Libra Association, which seeks to launch a new stablecoin crypto-currency (Libra Coin) and global blockchain-based payments network;] |

| • | similarly, [removed: multiple] [added: many] countries are developing or promoting [added: domestic networks, switches and] real-time payment [removed: systems or mandating] [added: systems. To the extent these governments mandate] local [removed: networks with clients that also present a] [added: banks and merchants to use and accept these systems for domestic transactions and/or prohibit international payment networks, like Visa, from participating on those systems, we could face the] risk of [removed: disintermediation to] our business [removed: and] [added: being disintermediated in those countries. Furthermore, in] some regions, such as Southeast Asia, under the auspices of the Association of Southeast Asian Nations (ASEAN), [added: some countries] are looking into cross-border connectivity of such [added: domestic] systems; |

| • | new or revised industry standards related to [removed: the] EMV Secure Remote Commerce, cloud-based payments, tokenization or other payments-related technologies set by organizations such as the International Organization for Standardization, American National Standards Institute, World Wide Web Consortium, European Card Standards [removed: Group] [added: Group, PCI Co] and EMVCo may result in additional costs and expenses for Visa and its clients, or otherwise negatively impact the functionality and competitiveness of our products and services. |

[removed: Our] [added: Our] revenues and profits are dependent on our client and merchant base, which may be costly to win, retain, and [removed: maintain.][added: maintain.]

Furthermore, the European Commission is in the process of conducting an impact assessment of the IFR, which could potentially result in lower and/or additional interchange fee caps and restrictions.

Countries in other parts of the world, including the Latin America region have either adopted or are exploring interchange caps.

Some countries in Latin America, like Peru and Chile are relying on antitrust driven regulatory actions that can have implications for how the payments ecosystem and four party model operate.

For example, our settlement with the European Commission on cross-border interchange rates could draw the attention of regulators in other parts of the world.

As emerging participants such as fintechs enter the payments industry, we engage in discussions to address the role they may play in the ecosystem, whether as, for example, an issuer, merchant, or digital wallet provider.

Such attacks and breaches have resulted, and may continue to result in, fraudulent activity and ultimately, financial losses to Visa’s clients, and it is difficult to predict the direct or indirect impact of future attacks or breaches to our business.

| • | the data security, cybersecurity and operational resilience posture of our acquired companies, or companies we invest in or partner with, may not be adequate |

| • | in the case of foreign acquisitions, risks related to the integration of operations across different cultures and languages |

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Business —Government Regulation for more information.

More recently, countries in Latin America have also adopted interchange caps.

As we develop new product and service offerings to support our clients, the potential scope of regulatory obligations and scrutiny could also increase.

In addition, more than half of our operating revenues are earned outside the United States.

For instance, on June 1, 2018, our European authorization systems suffered a partial service disruption that prevented many cardholders from using Visa’s European systems for payments for several hours that day.

Although that service disruption was caused by a switch malfunction, rather than a cyber-attack, and was limited to the European authorization system, which has since been decommissioned with the processing migration to our global platform, the fact remains that our systems are highly technical and complex and are not immune from errors and vulnerabilities.

Although these attacks and breaches have not had a direct, material impact on us, we believe these incidents are likely to continue and we are unable to predict the direct or indirect impact of future attacks or breaches to our business.

[removed: This] [added: *This] management’s discussion and analysis provides a review of the results of operations, financial condition and liquidity and capital resources of Visa Inc. and its subsidiaries (“Visa,” “we,” “us,” “our” and the “Company”) on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included [removed: in Item 8 of] [added: in* *Item 8—Financial Statements and Supplementary Data* *of] this [removed: report.][added: report.*]

[removed: Overview][added: Overview]

The Tax [removed: Act transitions] [added: Act, enacted on December 22, 2017, transitioned] the U.S. tax system to a [removed: new] territorial system and [removed: lowers] [added: lowered] the statutory federal corporate income tax [removed: rate.][added: rate from 35% to 21%.]

See [removed: Note 16—Income Taxes] [added: *Note 14—Stockholders’ Equity*] to our consolidated financial statements included in [removed: Item] [added: *Item] 8—Financial Statements and Supplementary [removed: Data.][added: Data*.]

[added: *Financial overview.*] Our as-reported U.S. GAAP and [removed: adjusted] non-GAAP net income and diluted earnings per share are [removed: shown in the table below.][added: as follows:]

| | [removed: For] [added: For] the Years [removed: Ended September 30,] [added: Ended September 30,] | | | | | | | | | | | | [removed: % Change(1)] [added: % Change(1)] | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2018] [added: 2019] vs. [removed: 2017] [added: 2018] | | | [removed: 2017] [added: 2018] vs. [removed: 2016] [added: 2017] | |

| | [removed: (in] [added: (in] millions, except [removed: percentages) | | |] [added: percentages)] | | | | | | | | | | | | | |

| Net income, as reported | [removed: $] [added: $] | [removed: 10,301] [added: 12,080] | | | $ | [removed: 6,699] [added: 10,301] | | | $ | [removed: 5,991] [added: 6,699] | | | [removed: 54] [added: 17] | % | | [removed: 12] [added: 54] | % |

| Diluted earnings per share, as reported | [removed: $] [added: $] | [removed: 4.42] [added: 5.32] | | | $ | [removed: 2.80] [added: 4.42] | | | $ | [removed: 2.48] [added: 2.80] | | | [removed: 58] [added: 20] | % | | [removed: 13] [added: 58] | % |

| [removed: Net income, as adjusted(2)] [added: Non-GAAP net income(2)] | [removed: $] [added: $] | [removed: 10,729] [added: 12,367] | | | $ | [removed: 8,335] [added: 10,729] | | | $ | [removed: 6,862] [added: 8,335] | | | [removed: 29] [added: 15] | % | | [removed: 21] [added: 29] | % |

| [removed: Diluted] [added: Non-GAAP diluted] earnings per [removed: share, as adjusted(2)] [added: share(2)] | [removed: $] [added: $] | [removed: 4.61] [added: 5.44] | | | $ | [removed: 3.48] [added: 4.61] | | | $ | [removed: 2.84] [added: 3.48] | | | [removed: 32] [added: 18] | % | | [removed: 22] [added: 32] | % |

| (2) | [removed: Adjusted] [added: Non-GAAP] net income and [removed: adjusted] [added: non-GAAP] diluted earnings per share in fiscal [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] exclude the impact of certain significant items that we believe are not indicative of our operating [removed: performance,] [added: performance in these or future periods,] as they [removed: were] [added: are] either non-recurring or [removed: had] [added: have] no cash impact. For a full reconciliation of our [removed: adjusted] [added: non-GAAP] financial results, see tables in [removed: Adjusted] [added: *Non-GAAP] financial [removed: results] [added: results*] below. |

[removed: Highlights] [added: *Highlights] for [removed: fiscal 2018.][added: fiscal* *2019*.]

We recorded net [removed: operating] revenues of [removed: $20.6] [added: $23.0] billion for fiscal [removed: 2018,] [added: 2019,] an increase of [removed: 12%] [added: 11%] over the prior year, primarily reflecting continued growth in [removed: processed transactions,] nominal payments [removed: volume and] [added: volume,] nominal cross-border [removed: volume.][added: volume and processed transactions.]

[removed: The effect of exchange] [added: Exchange] rate [removed: movements, as] [added: movements in fiscal 2019,] partially mitigated by our hedging program, [removed: resulted in an approximately one percentage point positive impact to] [added: negatively impacted] our net [removed: operating revenue growth.][added: revenues growth by approximately one-and-a-half percentage points.]

Total operating expenses for fiscal [removed: 2018] [added: 2019] were [removed: $7.7] [added: $8.0] billion, compared to [removed: $6.2] [added: $7.7] billion in fiscal [removed: 2017.][added: 2018.]

The increase over the prior year was primarily driven by [removed: a] higher [removed: litigation provision] [added: personnel] and [removed: continued investments] [added: marketing as we continue] to [removed: support] [added: invest in growing] our [removed: business growth.][added: business, offset by a lower litigation provision.]

[added: *Non-GAAP financial results.*] Our financial results for fiscal [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] reflect the impact of certain significant items that we do not believe are indicative of our ongoing operating performance in [removed: the prior] [added: these] or future [removed: years,] [added: periods,] as they [removed: were] [added: are] either non-recurring or [removed: had] [added: have] no cash impact.

As such, we believe the presentation of [removed: adjusted] [added: our non-GAAP] financial results excluding the following items provides a clearer understanding of our operating performance for the periods presented.

| [removed: •] [added: *•*] | [removed: Charitable contributions] [added: *Charitable contributions*] |

| ▪ | During fiscal 2018, we donated [removed: available-for-sale] investment securities to the Visa Foundation and recognized a non-cash general and administrative expense of $195 million, before tax, and recorded $193 million of realized gain on the donation of these investments as non-operating income. Net of the related cash tax benefit of $51 million, determined by applying applicable tax rates, adjusted net income decreased by $49 million. |

| • | [removed: Litigation provision.] [added: *Litigation provision.*] During fiscal [added: 2019 and] 2018, we recorded a litigation provision of [removed: $600] [added: $370] million and [added: $600 million, respectively, and] related tax benefits of [removed: $137] [added: $83] million [added: and $137 million, respectively,] 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. [added: See *Note 5—U.S. and Europe Retrospective Responsibility Plans* and *Note 20—Legal Matters* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data*.] |

| [removed: •] [added: *•*] | [removed: Remeasurement] [added: *Remeasurement] of deferred tax [removed: balances.] [added: balances.*] During fiscal 2018, in connection with the Tax [removed: Act’s] [added: Cuts and Jobs Act (the “Tax Act”)] 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. [added: See *Note 19—Income Taxes* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data*.] |

| [removed: •] [added: *•*] | [removed: Transition] [added: *Transition] tax on foreign [removed: earnings.] [added: earnings.*] During fiscal 2018, in connection with the Tax [removed: Act’s] [added: Act] 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 [removed: estimated to be] [added: estimate of] approximately $1.1 billion. [added: See *Note 19—Income Taxes* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data*.] |

| [removed: •] [added: *•*] | [removed: Elimination] [added: *Elimination] of deferred tax [removed: balances.] [added: balances.*] During fiscal 2017, in connection with our legal entity reorganization, we eliminated deferred tax balances originally recognized upon the acquisition of Visa Europe, resulting in the recognition of a non-recurring, non-cash income tax provision of $1.5 billion. [added: See *Note 19—Income Taxes* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data*.] |

[removed: Adjusted] [added: Non-GAAP] operating expenses, operating margin, non-operating income (expense), income [added: before income taxes, income] tax provision, [added: effective income tax rate,] net income and diluted earnings per share [removed: are non-GAAP financial measures and] should not be relied upon as substitutes for measures calculated in accordance with U.S. GAAP.

The following tables reconcile our as-reported financial measures calculated in accordance with U.S. GAAP to the respective non-GAAP [removed: adjusted] financial measures for fiscal [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016:][added: 2017:]

| | [removed: Year] [added: Year] ended September 30, [removed: 2018] [added: 2018] | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | |]

| [removed: (in millions, except percentages and per share data)] | [removed: Operating Expenses] [added: Operating Expenses] | | | | [removed: Operating Margin (1),(2)] [added: Operating Margin (1),(2)] | | | [removed: Non-operating] [added: Non-operating] Income [removed: (Expense)] [added: (Expense)] | | | | [added: Income Before] Income [added: Taxes | | | | Income] Tax [removed: Provision] [added: Provision] | | | | [removed: Net] [added: Effective] Income [added: Tax Rate(2)] | | | [added: Net Income] | [removed: Diluted] [added: | | | Diluted] Earnings Per [removed: Share(2)] [added: Share(2)] | | |

| As reported | $ | 7,655 | | | 63 | % | | $ | (148 | ) | | $ | [added: 12,806 | | | $ |] 2,505 | | | [added: 19.6 | % | |] $ | 10,301 | | | $ | 4.42 | |

| Charitable contribution | (195 | | ) | | 1 | % | | (193 | | ) | | [added: 2 | | | |] 51 | | | | [added: | | |] (49 | | ) | | (0.02 | | ) |

| Litigation provision | (600 | | ) | | 3 | % | | — | | | | [added: 600 | | | |] 137 | | | | [added: | | |] 463 | | | | 0.20 | | |

| Remeasurement of deferred tax balances | — | | | | — | % | | — | | | | [added: — | | | |] 1,133 | | | | [added: | | |] (1,133 | | ) | | (0.49 | | ) |

| Transition tax on foreign earnings | — | | | | — | % | | — | | | | [added: — | | | |] (1,147 | | ) | | [added: | | |] 1,147 | | | | 0.49 | | |

| [removed: As adjusted] [added: Non-GAAP] | $ | 6,860 | | | 67 | % | | $ | (341 | ) | | $ | [added: 13,408 | | | $ |] 2,679 | | | [added: 20.0 | % | |] $ | 10,729 | | | $ | 4.61 | |

| | [removed: Year] [added: Year] ended September 30, [removed: 2017] [added: 2017] | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | |]

| As reported | $ | 6,214 | | | 66 | % | | $ | (450 | ) | | $ | [added: 11,694 | | | $ |] 4,995 | | | [added: 42.7 | % | |] $ | 6,699 | | | $ | 2.80 | |

| Charitable contribution | (192 | | ) | | 1 | % | | — | | | | [added: 192 | | | |] 71 | | | | [added: | | |] 121 | | | | 0.05 | | |

| | (in millions, except percentages and per share data) | | | | | | | | | | | | | | | | |

Our business performance during fiscal 2019 reflects continued global consumer spending growth amidst uneven global economic conditions.

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| | (in millions, except percentages and per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| As reported | $ | 7,976 | | | 65 | % | | $ | (117 | ) | | $ | 14,884 | | | $ | 2,804 | | | 18.8 | % | | $ | 12,080 | | | $ | 5.32 | |

| Litigation provision | (370 | | ) | | 2 | % | | — | | | | 370 | | | | 83 | | | | | | | 287 | | | | 0.13 | | |

| Non-GAAP | $ | 7,606 | | | 67 | % | | $ | (117 | ) | | $ | 15,254 | | | $ | 2,887 | | | 18.9 | % | | $ | 12,367 | | | $ | 5.44 | |

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| | Operating Expenses | | | | Operating Margin (1),(2) | | | Non-operating Income (Expense) | | | | Income Before Income Taxes | | | | Income Tax Provision | | | | Effective Income Tax Rate(2) | | | Net Income | | | | Diluted Earnings Per Share(2) | | |

| | (in millions, except percentages and per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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 on Form 8-K filed on January 30, 2019 for more details on the impact from this update in payments volume definition.

Nominal international payments volume growth of 3% for the 12 months ended June 30, 2019(1) was negatively impacted by the overall strengthening of the U.S. dollar.

Growth in processed transactions reflects the ongoing worldwide shift to electronic payments.

| | 2019 | | | | 2018 | | | | % Change | | | 2019 | | | | 2018 | | | | % Change | | | 2019 | | | | 2018 | | | | % Change | |

| Consumer credit | $ | 1,540 | | | $ | 1,441 | | | 7 | % | | $ | 2,487 | | | $ | 2,457 | | | 1 | % | | $ | 4,027 | | | $ | 3,898 | | | 3 | % |

| Consumer debit(3) | 1,702 | | | | 1,521 | | | | 12 | % | | 1,876 | | | | 1,792 | | | | 5 | % | | 3,577 | | | | 3,313 | | | | 8 | % |

| Commercial(4) | 633 | | | | 564 | | | | 12 | % | | 381 | | | | 364 | | | | 5 | % | | 1,015 | | | | 927 | | | | 9 | % |

| Total nominal payments volume | $ | 3,875 | | | $ | 3,527 | | | 10 | % | | $ | 4,744 | | | $ | 4,612 | | | 3 | % | | $ | 8,619 | | | $ | 8,139 | | | 6 | % |

| Cash volume | 573 | | | | 563 | | | | 2 | % | | 2,260 | | | | 2,437 | | | | (7 | )% | | 2,833 | | | | 3,000 | | | | (6 | )% |

| Total nominal volume(5) | $ | 4,448 | | | $ | 4,089 | | | 9 | % | | $ | 7,004 | | | $ | 7,049 | | | (1 | )% | | $ | 11,452 | | | $ | 11,139 | | | 3 | % |

| | U.S. | | | | | | | | | | | International | | | | | | | | | | | Visa Inc. | | | | | | | | | |

| | 12 months ended June 30,(1) | | | | | | | | | | | 12 months ended June 30,(1) | | | | | | | | | | | 12 months ended June 30,(1) | | | | | | | | | |

| | (in billions, except percentages) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consumer credit | $ | 1,441 | | | $ | 1,309 | | | 10 | % | | $ | 2,457 | | | $ | 2,186 | | | 12 | % | | $ | 3,898 | | | $ | 3,495 | | | 12 | % |

| Consumer debit(3) | 1,521 | | | | 1,379 | | | | 10 | % | | 1,792 | | | | 1,510 | | | | 19 | % | | 3,313 | | | | 2,888 | | | | 15 | % |

| Commercial(4) | 564 | | | | 507 | | | | 11 | % | | 364 | | | | 306 | | | | 19 | % | | 927 | | | | 812 | | | | 14 | % |

| Total nominal payments volume | $ | 3,527 | | | $ | 3,194 | | | 10 | % | | $ | 4,612 | | | $ | 4,002 | | | 15 | % | | $ | 8,139 | | | $ | 7,196 | | | 13 | % |

| Total nominal volume(5) | $ | 4,089 | | | $ | 3,738 | | | 9 | % | | $ | 7,049 | | | $ | 6,350 | | | 11 | % | | $ | 11,139 | | | $ | 10,088 | | | 10 | % |

| Commercial(4) | 5 | % | | 13 | % | | 19 | % | | 14 | % | | 9 | % | | 13 | % | | 14 | % | | 13 | % |

Net Revenues

U.S. Tax Reform Legislation.

On December 22, 2017, the U.S. government enacted comprehensive tax reform legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”).

As a result of the reduction in the federal corporate income tax rate, we remeasured our net deferred tax liabilities as of the enactment date and the remeasurement resulted in a one-time, non-cash tax benefit of $1.1 billion and was recorded in the year ended September 30, 2018.

In transitioning to the new territorial system, the Tax Act requires us to include certain untaxed foreign earnings of non-U.S. subsidiaries in our fiscal 2018 taxable income.

This tax, referred to as the “transition tax”, was estimated to be $1.1 billion and was recorded in the year ended September 30, 2018.

Financial overview.

Our financial results for fiscal 2018, 2017 and 2016 include the impact of several significant one-time items.

| | |

| --- | --- |

Our business performance during fiscal 2018 reflects solid global consumer spending growth, supported by favorable U.S. economic conditions and tempered by volatility in some emerging markets.

Adjusted financial results.

| • | Severance cost. During fiscal 2016, we recorded a $110 million charge for severance costs related to personnel reductions, including planned reductions at Visa Europe. Although we routinely record severance expenses, these charges are larger than any past quarterly accrual due to the acquisition and integration of Visa Europe. Net of related tax benefit of $38 million, determined by applying applicable tax rates, the adjustment to net income was an increase of $72 million. |

| • | Remeasurement of deferred tax liability. During fiscal 2016, we recorded a non-cash, non-recurring $88 million gain upon the remeasurement of a deferred tax liability, recorded upon the acquisition of Visa Europe, to reflect a tax rate change in the United Kingdom. |

| • | Acquisition-related costs. During fiscal 2016, we incurred $152 million of non-recurring acquisition costs in operating expense as a result of the Visa Europe transaction. This amount is comprised of $60 million of transaction expenses recorded in professional fees, and $92 million of UK stamp duty recorded in general and administrative expenses. Net of related tax benefit of $56 million, determined by applying applicable federal and state tax rates, the adjustment to net income was an increase of $96 million. |

| • | Visa Europe Framework Agreement loss. During fiscal 2016, upon consummation of the Visa Europe transaction, we recorded a non-recurring loss of $1.9 billion, before tax, in operating expense resulting from the effective settlement of the Framework Agreement between us and Visa Europe. Net of related tax benefit of $693 million, determined by applying applicable federal and state tax rates, the adjustment to net income was an increase of $1.2 billion. |

| • | Net gains on currency forward contracts. During fiscal 2016, we entered into currency forward contracts to mitigate a portion of our foreign currency exchange rate risk associated with the upfront cash consideration paid in the Visa Europe acquisition. As a result, we recorded non-recurring, net gains of $74 million, before tax, in other non-operating income. Net of related tax expense of $27 million, determined by applying applicable federal and state tax rates, the adjustment to net income was a decrease of $47 million. |

| • | Foreign exchange gain on euro deposits. During fiscal 2016, we recorded a non-recurring foreign exchange gain of $145 million, before tax, in other non-operating income as a result of holding euro-denominated bank balances for a short period in advance of the closing of the Visa Europe acquisition. Net of related tax expense of $54 million, determined by applying applicable federal and state tax rates, the impact to net income was a decrease of $91 million. |

| • | Revaluation of Visa Europe put option. During fiscal 2016, we recorded a decrease of $255 million in the fair value of the Visa Europe put option, resulting in the recognition of non-cash income in other non-operating income. This amount is not subject to income tax and therefore has no impact on our reported income tax provision. |

| | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| As reported | $ | 7,199 | | | 52 | % | | $ | 129 | | | $ | 2,021 | | | $ | 5,991 | | | $ | 2.48 | |

| Severance cost | (110 | | ) | | 1 | % | | — | | | | 38 | | | | 72 | | | | 0.03 | | |

| Remeasurement of deferred tax liability | — | | | | — | % | | — | | | | 88 | | | | (88 | | ) | | (0.04 | | ) |

| Acquisition-related costs | (152 | | ) | | 1 | % | | — | | | | 56 | | | | 96 | | | | 0.04 | | |

| Visa Europe Framework Agreement loss | (1,877 | | ) | | 12 | % | | — | | | | 693 | | | | 1,184 | | | | 0.49 | | |

| Net gains on currency forward contracts | — | | | | — | % | | (74 | | ) | | (27 | | ) | | (47 | | ) | | (0.02 | | ) |

| Foreign exchange gain on euro deposits | — | | | | — | % | | (145 | | ) | | (54 | | ) | | (91 | | ) | | (0.04 | | ) |

| Revaluation of Visa Europe put option | — | | | | — | % | | (255 | | ) | | — | | | | (255 | | ) | | (0.11 | | ) |

| As adjusted | $ | 5,060 | | | 66 | % | | $ | (345 | ) | | $ | 2,815 | | | $ | 6,862 | | | $ | 2.84 | |

Reduction in as-converted shares.

Nominal international payments volume growth was positively impacted by the strengthening of the U.S. dollar and the ongoing worldwide shift to electronic payments.

Growth on a constant-dollar basis was not significantly different from the nominal-dollar basis growth rate for the 12 months ended June 30, 2017(1).

Growth in processed transactions for fiscal 2017 reflects the inclusion of Visa Europe’s processed transactions for the full year compared to three months in fiscal 2016.

| Consumer credit | $ | 1,441 | | | $ | 1,309 | | | 10 | % | | $ | 2,443 | | | $ | 2,177 | | | 12 | % | | $ | 3,885 | | | $ | 3,486 | | | 11 | % |

| Consumer debit(3) | 1,496 | | | | 1,373 | | | | 9 | % | | 1,757 | | | | 1,491 | | | | 18 | % | | 3,253 | | | | 2,864 | | | | 14 | % |

| Commercial(4) | 562 | | | | 506 | | | | 11 | % | | 363 | | | | 306 | | | | 19 | % | | 925 | | | | 812 | | | | 14 | % |

| Total nominal payments volume | $ | 3,499 | | | $ | 3,188 | | | 10 | % | | $ | 4,562 | | | $ | 3,974 | | | 15 | % | | $ | 8,063 | | | $ | 7,162 | | | 13 | % |

| Total nominal volume(6) | $ | 4,061 | | | $ | 3,732 | | | 9 | % | | $ | 6,998 | | | $ | 6,322 | | | 11 | % | | $ | 11,060 | | | $ | 10,054 | | | 10 | % |

| | 2017 | | | | 2016 | | | | % Change | | | 2017 | | | | 2016 | | | | % Change | | | 2017 | | | | 2016 | | | | % Change | |

| Consumer credit | $ | 1,309 | | | $ | 1,079 | | | 21 | % | | $ | 2,177 | | | $ | 1,720 | | | 27 | % | | $ | 3,486 | | | $ | 2,799 | | | 25 | % |

[removed: Foreign] [added: Foreign] Currency Exchange Rate [removed: Risk][added: Risk]

The aggregate notional amounts of our foreign currency forward contracts outstanding in our exchange rate risk management program, including contracts not designated for cash flow hedge accounting, were [removed: $3.7] [added: $3.1] billion and [removed: $3.1] [added: $3.7] billion at September 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

The aggregate notional amount outstanding at September 30, [removed: 2018] [added: 2019] is fully consistent with our strategy and treasury policy aimed at reducing foreign exchange risk below a predetermined and approved threshold.

The effect of a hypothetical 10% [removed: increase] [added: strengthening] or [removed: decrease] [added: weakening] in the value of the functional currencies is estimated to create an additional fair value gain of approximately [removed: $280] [added: $245] million or loss of approximately [removed: $350] [added: $300] million, respectively, on our foreign currency forward contracts outstanding at September 30, [removed: 2018.][added: 2019.]

See [removed: Note] [added: *Note] 1—Summary of Significant Accounting [removed: Policies] [added: Policies*] and [removed: Note 9—Derivative] [added: *Note 12—Derivative] and Non-derivative Financial [removed: Instruments] [added: Instruments*] to our consolidated financial statements included in [removed: Item] [added: *Item] 8—Financial Statements and Supplementary [removed: Data] [added: Data*] of this report.

[removed: As such, we] [added: We] are [added: further] exposed to foreign currency exchange rate risk [removed: with respect] [added: related] to [removed: fluctuations of] [added: translation as] the [removed: U.S. dollar against] [added: functional currency of Visa Europe is] the euro.

A hypothetical 10% change in the euro against the U.S. dollar compared to the exchange rate at September 30, [removed: 2018,] [added: 2019,] would result in a foreign currency translation adjustment of $2.0 billion.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

The fair value balances of our fixed-rate investment securities at September 30, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] were [removed: $5.1] [added: $1.8] billion and [removed: $6.4] [added: $5.1] billion, respectively.

A hypothetical 100 basis point increase [removed: or decrease] in interest rates would create an estimated [removed: change] [added: decrease] in fair value of approximately [removed: $31] [added: $9] million on our investment securities at September 30, [removed: 2018.][added: 2019.]

The fair value balances of our adjustable-rate debt securities were [removed: $3.5] [added: $4.6] billion and [removed: $1.8] [added: $3.5] billion at September 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

[removed: Pension] [added: Pension] Plan [removed: Risk][added: Risk]

At September 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] our U.S. defined benefit pension plan assets were $1.1 billion at each year end, and projected benefit obligations were [removed: $0.8] [added: $0.9] billion and [removed: $0.9] [added: $0.8] billion, respectively.

A hypothetical 10% decrease in the value of pension plan assets and a 1% decrease in the discount rate would result in an aggregate decrease of approximately [removed: $206] [added: $220] million in the funded status and an increase of approximately [removed: $35] [added: $43] million in pension cost.

At September 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] our non-U.S. defined benefit pension plan assets were [removed: $0.4] [added: $0.5] billion [removed: at each year end,] and [added: $0.4 billion, respectively, and] projected benefit obligations were $0.5 billion [removed: and $0.4 billion, respectively.][added: at each year end.]

A hypothetical 10% decrease in the value of pension plan assets and a 1% decrease in the discount rate would result in an aggregate decrease of approximately [removed: $148] [added: $182] million in the funded status and an increase of approximately [removed: $13] [added: $15] million in pension cost.

We will continue to monitor the performance of pension plan assets and market conditions as we evaluate the amount of our contribution to the pension plan for fiscal [removed: 2019,] [added: 2020,] if any, which would be made in September [removed: 2019.][added: 2020.]

The gain or loss from this hypothetical strengthening or weakening would be largely offset by a corresponding gain or loss on our cash flows from foreign currency-denominated revenues and payments.

See *Note 1—Summary of Significant Accounting Policies* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

In fiscal 2019, we entered into interest rate and cross-currency swap agreements on a portion of our outstanding senior notes that allow 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.

A hypothetical 100 basis point increase in interest rates would have resulted in an increase of approximately $30 million in annual interest expense.

See *Note 12—Derivative and Non-derivative Financial Instruments* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

On June 21, 2016, we acquired 100% of the share capital of Visa Europe.

On the third anniversary of the closing of the Visa Europe transaction, we will pay an additional purchase consideration of €1.0 billion, plus 4.0% compounded annual interest.

A hypothetical 10% decline in the U.S. dollar against the euro, compared to the exchange rate at September 30, 2018, would increase the deferred purchase consideration liability by $130 million, including interest.

We are further exposed to foreign currency exchange rate risk as the functional currency of Visa Europe is the euro.

We designate a portion of our euro-denominated deferred consideration liability as a net investment hedge against a portion of the foreign exchange rate exposure of our net investment of $18.8 billion in Visa Europe as of September 30, 2018.

Changes in the value of the deferred cash consideration liability, attributable to a change in exchange rates at the end of each reporting period, partially offset the foreign currency translation of the Company’s net investment recorded in accumulated other comprehensive income in the Company’s consolidated balance sheets.

[removed: OVERVIEW][added: OVERVIEW]

| • | [added: We facilitate secure, reliable and convenient transactions between financial institutions, merchants and account holders.] We [added: traditionally have referred to this as the ‘four party’ model. As the payments ecosystem continues to evolve, we are continuing to broaden this model to include digital banks, wallets and a range of financial technology companies (fintechs), governments and non-governmental organizations. We] provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through VisaNet, our global processing platform. During fiscal [removed: 2018,] [added: year 2019,] we saw [removed: 182] [added: 201.9] billion payments and cash transactions with Visa’s brand, equating to an average of [removed: 500] [added: 553] million transactions a day. Of the [removed: 182] [added: 201.9] billion total transactions, [removed: 124.3] [added: 138.3] billion were processed by Visa. |

| • | [removed: We] [added: We] offer a wide range of Visa-branded payment [removed: products, which] [added: products that] our [added: 15,500] financial institution clients use to develop and offer core business solutions, [added: including] credit, debit, prepaid and cash access programs for [removed: account holders (individuals, businesses] [added: individual, business] and government [removed: entities). Our scale and reach are made possible by a network of 15,900 financial institution clients that issue Visa-branded products.] [added: account holders.] During fiscal [removed: 2018,] [added: year 2019,] Visa’s total payments and cash volume grew to [removed: $11.2] [added: $11.6] trillion and more than [removed: 3.3] [added: 3.4] billion cards were available worldwide to be used at [removed: nearly 54] [added: more than 61] million [removed: business and] merchant locations. |

| • | [removed: We] [added: We] provide [removed: other] value-added [removed: services] [added: services] to our clients, including [added: consulting and analytics,] fraud [added: management] and [removed: risk management, debit issuer processing, loyalty] [added: security] services, [removed: dispute management,] [added: merchant solutions, processing capabilities and] digital services like [removed: tokenization, as well as consulting and analytics.] [added: tokenization.] |

| • | [removed: We manage] [added: We invest in] and promote our [removed: brands] [added: brand] to the benefit of our clients and partners through advertising, promotional and sponsorship initiatives with [added: FIFA,] the [added: International] Olympic [removed: Games, FIFA] [added: Committee] and the [added: International Paralympic Committee, and the] National Football League, among others. We also use these sponsorship assets to showcase our payment innovations. |

[removed: ][added: ]

[removed: ][added: ]

Our mission [removed: —] [added: is] to connect the world through the most innovative, [removed: reliable,] [added: reliable] and secure payments [removed: network,] [added: network —] enabling individuals, [removed: businesses,] [added: businesses] and economies to [removed: thrive — is underpinned by seven strategic pillars:][added: thrive.]

[removed: ][added: ]

[removed: Transform Technology][added: Technology]

[removed: Champion Security][added: Security]

[removed: ][added: ]

The Visa brand is one of the world’s most recognized, [removed: trusted,] [added: trusted] and valuable brands.

Anchored on the notion that Visa is [removed: “everywhere you want to be,” we believe] [added: “Everywhere You Want To Be,”] the [added: Visa] brand stands for acceptance, security, convenience, [removed: speed,] [added: speed] and reliability.

In recognition of its strength among clients and consumers, the Visa brand [removed: is ranked] [added: consistently ranks] highly in [removed: a number of] [added: multiple] brand studies, including [added: #1 on Forbes World’s Best Regarded Companies (2019), #5 on] BrandZ Top 100 Most Valuable Global Brands [removed: Study,] [added: (2019),] Forbes World’s Most Valuable [removed: Brands,] [added: Brands and] Interbrand’s Best Global Brands, [removed: and YouGov Brand Index.][added: among others.]

Our brand strength helps us to deliver added value to financial institutions, merchants, clients and partners through compelling brand expressions, a wide-range of products and [removed: services,] [added: services] and innovative marketing efforts.

Mobile connectivity, new acceptance devices untethered to landline infrastructure and new partnerships are enabling [removed: digital] [added: Visa] payments in [removed: remote] [added: categories where card acceptance has typically been low, such as rent, parking] and [removed: challenging environments.][added: vending machines.]

[removed: Fiscal 2018 Key Statistics][added: FISCAL YEAR 2019 KEY STATISTICS]

[removed: (1)] [added: | (1) |] Please see [removed: Item 7—Management’s] [added: *Item 7–Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations*] for a reconciliation of our [removed: adjusted][added: non-GAAP financial results. |]

For decades, [removed: our] [added: Visa’s] growth has been driven by the strength of our core business [removed: solutions,] [added: solutions —] credit, [removed: debit,] [added: debit] and prepaid [removed: products,] [added: products —] as well as our global ATM network.

Core [removed: Products][added: Products]

[removed: Business Solutions:] [added: Business Solutions:] We offer a portfolio of business payment [removed: solutions] [added: solutions,] including small business, corporate (travel) cards, purchasing cards, virtual [removed: accounts,] [added: cards/digital credentials, non-card cross-border B2B payment options] and disbursement [removed: accounts] [added: accounts,] covering most major industry segments around the world.

Business solutions are designed to bring efficiency, [removed: controls,] [added: controls] and automation to small businesses, commercial and government payment processes, ranging from employee travel to fully integrated, invoice-based payables.

[removed: Credit:] [added: Credit:] Credit cards [added: and digital credentials] are issued by financial institutions [added: and used by co-brand partners and fintechs] to allow consumers and businesses to access credit to pay for goods and services.

Visa does not extend [removed: credit;] [added: credit to account holders;] however, we provide [removed: combinations of] card benefits, including technology, authorization, fraud [removed: tools,] [added: tools] and brand support that [removed: financial institutions] [added: issuers] use to enable their credit products.

We also [removed: partner] [added: work] with our clients on product design, consumer [removed: segmentation,] [added: segmentation] and consumer experience design to help [removed: financial institutions better] [added: our clients] deliver products and services that match their consumers’ needs.

[removed: Debit:] [added: Debit:] Debit cards [added: and digital credentials] are issued by financial institutions to allow consumers and small businesses to purchase goods and services using funds held in their [removed: demand deposit] [added: bank] accounts.

Debit cards enable [removed: cardholders] [added: account holders] to transact — in person, [removed: online,] [added: online] or via mobile — without needing cash or checks and without accessing a line of credit.

Visa provides a strong [removed: brand;] [added: brand,] the network infrastructure [removed: and processing; acceptance;] [added: (which includes processing, acceptance,] product features and [removed: support;] [added: support,] risk tools and [removed: services;] [added: services)] and industry expertise to help issuers optimize their debit offerings.

[removed: Prepaid:] [added: Prepaid:] Prepaid products draw from a designated balance funded by individuals, [removed: corporations,] [added: businesses] or governments.

Prepaid cards address many [removed: consumer-use] [added: use] cases and [removed: needs including,] [added: needs, including] general purpose reloadable, payroll, government and corporate disbursements, healthcare, [removed: gift,] [added: gift] and travel.

[removed: Global ATM:] [added: Global ATM:] The Visa/PLUS Global ATM network provides account holders with [removed: convenient] cash access in more than 200 countries and territories worldwide through issuing and acquiring partnerships with both financial institutions and independent ATM operators.

Together, these systems [removed: are designed to] deliver [removed: security, convenience] [added: the secure, convenient] and [added: reliable] service that our [removed: account holders,] clients and [removed: partners] [added: consumers] expect of the Visa brand.

[removed: Additionally, contactless] [added: Contactless] payments [removed: could provide] [added: can also open up] new payment [removed: opportunities in areas] [added: experiences,] such as transit.

[removed: Visa Commerce Network, and] CyberSource’s product offerings are examples of Visa’s continued investment to deliver industry-leading products and capabilities to our merchant [added: and acquirer] partners.

The CyberSource platform enables merchants to accept payments online, in-app or on the mobile [removed: web,] [added: web] and in-person.

CyberSource provides modular, digital capabilities [removed: far] beyond the traditional gateway function of connecting merchants to payment processing.

CyberSource’s global footprint lets merchants accept payments in [removed: over 200] [added: more than 190] countries and territories [removed: across] [added: around] the world and includes a broad choice of acquirer and processor partners, payment types and hardware components.

[removed: Our gross] [added: Net] revenues consist of service revenues, data processing revenues, international transaction revenues, and other [removed: revenues.][added: revenues minus costs incurred under client incentive arrangements.]

We have one reportable segment, [added: which is] Payment Services.

Visa is the world’s leader in digital payments.

We facilitate commerce across more than 200 countries and territories among a global set of consumers, merchants, financial institutions, businesses, strategic partners and government entities.

Since Visa’s inception in 1958, Visa has been in the business of facilitating payments between consumers and businesses.

With new ways to pay, we are evolving into a company that enables money movement for everyone, everywhere.

To accomplish this, we are continually focused on extending, enhancing and investing in our proprietary network, VisaNet, while seeking new ways to offer products and services and become a single connection point for initiating any transaction, both on the Visa network and beyond.

This has enabled Visa to become one of the world’s largest electronic payments networks based on payments volume and number of transactions.

Our fundamental business model is based on the following:

| • | We take an open, partnership approach and seek to provide value by enabling access to our global network, including offering our technology capabilities through application programming interfaces (APIs). Additionally, we enter into partnerships with both traditional and emerging players to innovate and expand the payments ecosystem. This approach helps our partners leverage the resources of our platform to scale and grow their businesses more quickly and effectively. |

| • | We are accelerating the migration to digital payments by enabling new types of transactions beyond the core consumer-to-business (C2B) payments. These include person-to-person (P2P), business-to-consumer (B2C), business-to-business (B2B) and government-to-consumer (G2C) payments. |

(1) Figures in the tables may not recalculate exactly due to rounding.

(2) Please see *Note 3—Revenues* *t*o our consolidated financial statements included in *Item 8.

Financial Statements and Supplementary Data* for the impact of the new revenue standard.

Visa earns revenue by facilitating commerce across more than 200 countries and territories among a global set of consumers, merchants, financial institutions, businesses, strategic partners and government entities.

That is the role of our financial institution clients.

ACCELERATING OUR BUSINESS: FISCAL YEAR 2019 KEY FOCUS AREAS

As technology evolves from wired to wireless solutions — driven by technology developments such as the expansion of mobile technology and the rise of 5G networks — there are significant opportunities to grow digital payments.

To capture this growth, we are strengthening our core business while simultaneously evolving our organization to seize opportunities to open new payment flows, expand access, build our acceptance footprint and grow our base of partners and clients.

We are also building and acquiring new capabilities that can add value to our clients as we strengthen the foundation of our business: technology, security, brand and talent.

Core Business

As the pace of change accelerates each year, helped by the advancement of technology and our focus on the user experience in payments, we see significant opportunity for continued growth.

We are accelerating efforts to move approximately $17 trillion in consumer spending and $15-20 trillion of B2B spending still done in cash and check to cards and digital credentials on the Visa network.

1.

Tap to Pay

Contactless payments — or when a consumer taps to pay at checkout with a contactless card or mobile phone — continues to see strong adoption around the world.

In 2019, excluding the United States (“U.S.”), tap to pay had surpassed 50 percent of face-to-face transactions that ran over the Visa network.

This is up from less than 30 percent just two years ago.

There are now more than 50 countries where tapping to pay represents at least a third of all domestic face-to-face transactions processed on our network, up from 35 countries at the end of last fiscal year.

The U.S. is starting to catch up to this global adoption rate.

In 2019, U.S. financial institutions began issuing contactless cards to customers nationwide.

There are now more than 100 million Visa contactless cards in the U.S., and we expect that number to grow to 300 million by the end of 2020.

Transit continues to be an important use case for introducing consumers to the benefits of tapping to pay.

In 2019, Visa helped launch contactless transit solutions in cities around the world, including Belarus, Edinburgh, Florence, Manchester, Miami, Milan, New York, Rio de Janeiro, Singapore, São Paulo and more — making it easier for people to get around while reducing operating costs for private and public transport operators.

Ecommerce

Ecommerce has drastically evolved since the first online purchase was made on the Visa network 25 years ago.

Digital commerce growth is outpacing physical retail growth, and we expect this to continue.

This presents an opportunity to evolve both the security and consumer experience around ecommerce.

As a result, we are helping to transform the digital checkout experience by adding more security and removing friction with the launch of click to pay.

Enabled by the EMV® Secure Remote Commerce Specifications, click to pay simplifies the checkout experience, eliminating the need for a consumer to enter payment details each time they are purchasing digital services or shopping online.

This means greater consistency and fewer steps at checkout, regardless of one’s payment choice.

In October 2019, click to pay went live with select merchants in the U.S., and we expect full commercial migration of Visa Checkout to happen in early 2020.

Sixty years ago, in September 1958, the first BankAmericard credit card was issued in Fresno, California.

BankAmericard became Visa in 1976 and expanded globally.

Ten years ago, in March 2008, Visa Inc. completed the largest initial public offering at that time on the New York Stock Exchange.

These milestones have helped establish Visa as one of the world’s leading payments technology companies.

Though Visa has evolved and grown over the course of the last six decades, our fundamental business model has remained the same:

| | |

| --- | --- |

In recent years, we have evolved our organization to accelerate the migration of digital payments across new channels including ecommerce, mobile and wearables.

| • | We have adopted new digital payment and security technologies, such as contactless and tokenization. |

| • | We have accelerated the pace of change in digital payments by making application programming interfaces (APIs) available in an effort to increase access to our network, products and services, offering innovation opportunities at our ten global innovation network locations, and building partnerships with new players, such as financial technology companies, commonly known as fintechs. |

| (1) | Transacted on our payment products for the 12 months ended June 30, 2018 |

| (2) | As of June 30, 2018 |

| (3) | As of September 30, 2018 |

Two years ago, our industry reached a milestone when digital payments surpassed cash payments worldwide for the first time.

Despite this growth, we have a significant opportunity to displace cash payments.

In 2018, approximately $17 trillion of payments were conducted using cash and checks.

There is additional opportunity among new payment flows, including person-to-person (P2P), business-to-business (B2B), business-to-consumer (B2C) and government-to-consumer (G2C) payments.

Visa’s Network

Our four-party model seeks to facilitate secure, reliable and convenient transactions between financial institutions, merchants and account holders through our advanced transaction processing network, VisaNet.

VisaNet authorizes, clears and settles a diverse range of payment transactions, and allows us to provide our financial institution and merchant clients with a wide range of products, platforms, and value-added services.

In recent years, we have broadened our network model to incorporate fintechs in an effort to deliver additional value to clients and consumers.

As digital payments evolve, we are increasingly engaging new partners, including messaging platforms, technology providers, and device manufacturers to capture new payment flows.

We believe our network is core to the growth of our business and the expansion of digital commerce globally.

Account holder and merchant relationships are managed primarily by our financial institution clients and merchant acquirers, including processors and independent service organizations.

Strategic Focus

Visa’s vision — to be the best way to pay and be paid, for everyone, everywhere — guides our purpose.

Visa is a technology company.

In recent years, we have shifted our proprietary technology architecture to a more open architecture across our software, hardware and networking platforms.

The Visa Developer Platform provides application developers with access to certain of Visa’s products, services and technology via APIs, in an effort to enable business partners to create new commerce experiences and increase the speed and depth of payment innovations that leverage Visa’s products, services and technology.

We have focused many of our investments, partnerships, and expertise to enhance the security of our network, and to enable consumers and businesses to pay and be paid with confidence.

As payment methods evolve, we are focused on the following four areas:

| • | Protecting payment data with a payments architecture that complies with industry standards |

| • | Rendering sensitive payment data useless by deploying technologies such as EMV® chip, EMV tokenization, and encryption |

| • | Using predictive analytics, artificial intelligence, and insights in an effort to identify and prevent fraud before it happens |

| • | Empowering consumers to actively protect their own financial information and transactions |

Leverage our World-class Brand

Develop the Best Talent

Visa’s employees are one of our most important assets.

Visa’s approximately 17,000 employees in 119 locations across the world embody our vision and drive our growth.

As a truly global enterprise with the integration of Visa Europe, we are adding new talent and expertise to Visa.

Refer to [removed: Note 17—Legal Matters] [added: *Note 20—Legal Matters*] to our consolidated financial statements included in [removed: Item] [added: *Item] 8—Financial Statements and Supplementary [removed: Data] [added: Data*] of this report.

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: þ] [added: ☑] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended September] [added: ended September] 30, [removed: 2018][added: 2019]

| [removed: ¨] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] file [removed: number 001-33977][added: number 001-33977]

[removed: ][added: ]

[removed: VISA INC.][added: VISA INC.]

[removed: (Exact] [added: (Exact] name of Registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 26-0267673] | [added: 26-0267673 |]

| [removed: (State] [added: (State] or other [removed: jurisdiction of] [added: jurisdiction of] incorporation or [removed: organization)] [added: organization)] | | [removed: (IRS Employer Identification No.)] | [added: (IRS Employer Identification No.) |]

| [removed: P.O.] [added: P.O.] Box [removed: 8999 San Francisco, California] [added: 8999] | | [removed: 94128-8999] | [added: 94128-8999 |]

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] | [added: (Zip Code) |]

[removed: (650) 432-3200][added: (650) 432-3200]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

| Class A [removed: common stock,] [added: Common Stock,] par value $0.0001 per share | | [added: V | |] New York Stock Exchange |

| [removed: (Title] [added: Title] of each [removed: Class)] [added: class] | | [removed: (Name] [added: Trading Symbol | | Name] of each exchange on which [removed: registered)] [added: registered] |

[removed: Class] [added: Class] B common stock, par value $0.0001 per [removed: share][added: share]

[removed: Class] [added: Class] C common stock, par value $0.0001 per [removed: share][added: share]

[removed: (Title] [added: (Title] of each [removed: Class)][added: Class)]

Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]

| [removed: Large accelerated] [added: Non-accelerated] filer [removed: þ] | [removed: Accelerated filer o] [added: ☐] | [added: |] Smaller reporting company [removed: o] | [added: ☐ |]

| [removed: Non-accelerated filer o] | [added: | |] Emerging growth company [removed: o] | [added: ☐] |

The aggregate market value of the registrant’s class A common stock, par value $0.0001 per share, held by non-affiliates (using the New York Stock Exchange closing price as of March 29, [removed: 2018,] [added: 2019,] the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $214.1] [added: $272.0] billion.

As of November [removed: 9, 2018,] [added: 8, 2019,] there were [removed: 1,759,797,999] [added: 1,712,677,044] shares outstanding of the registrant’s class A common stock, par value $0.0001 per share, 245,513,385 shares outstanding of the registrant’s class B common stock, par value $0.0001 per share, and [removed: 11,706,272] [added: 11,133,345] shares outstanding of the registrant’s class C common stock, par value $0.0001 per share.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the Registrant’s Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ended September 30, [removed: 2018.][added: 2019.]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | [removed: Page] [added: Page] |

[removed: | [PART I](#sDC03E42EC5BC506B8E3B45ECF4084B4E) | | |][added: PART I]

| Item 1 | [removed: [Business](#sFDC5DA58EFEC506A82C8D919D50D7421)] [added: [Business](#s00A1913427AC52F58E31C6C6BDDFE539)] | [removed: [4](#sFDC5DA58EFEC506A82C8D919D50D7421)] [added: [4](#s00A1913427AC52F58E31C6C6BDDFE539)] |

| Item 1A | [Risk [removed: Factors](#sB36C6B3184D05DB2AF0737D1AB1E67DE)] [added: Factors](#s80E0C0BD39815BC0A12076D9026C2BD2)] | [removed: [18](#sB36C6B3184D05DB2AF0737D1AB1E67DE)] [added: [19](#s80E0C0BD39815BC0A12076D9026C2BD2)] |

| Item 1B | [Unresolved Staff [removed: Comments](#sBD044A492E455D649F47D417A84BBE9F)] [added: Comments](#s854F489A7F945BC187315B6F73626717)] | [removed: [29](#sBD044A492E455D649F47D417A84BBE9F)] [added: [30](#s854F489A7F945BC187315B6F73626717)] |

| Item 2 | [removed: [Properties](#sA609C0B600DE5E6A8801132FCE54678B)] [added: [Properties](#s0EFB20B648CE5C1DB305D7F1488D07A3)] | [removed: [29](#sA609C0B600DE5E6A8801132FCE54678B)] [added: [30](#s0EFB20B648CE5C1DB305D7F1488D07A3)] |

| Item 3 | [Legal [removed: Proceedings](#s975616B8840D51DDA756A337CBF352AA)] [added: Proceedings](#s4308966C4D6E577CBD2E6CBB8903EB8C)] | [removed: [29](#s975616B8840D51DDA756A337CBF352AA)] [added: [30](#s4308966C4D6E577CBD2E6CBB8903EB8C)] |

| Item 4 | [Mine Safety [removed: Disclosures](#sD6B79076BAEA5C1886CD70828083834E)] [added: Disclosures](#s3784F4A428005B84B837474EB94D0586)] | [removed: [29](#sD6B79076BAEA5C1886CD70828083834E)] [added: [30](#s3784F4A428005B84B837474EB94D0586)] |

OR

| | | | |

| --- | --- | --- | --- |

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| | | | |

| San Francisco, | California | | |

| | | | | |

| --- | --- | --- | --- | --- |

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Yes ☑ No ☐

Yes ☑ No ☐

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| Large accelerated filer | ☑ | | Accelerated filer | ☐ |

Yes ☐ No ☑

| [PART II](#s0AC2757B1A45519296D1D830D7671C57) | | |

| [PART IV](#sC15A852DF8E85D99B0768250570ED56C) | | |

10-K 1 v093018.htm 10-K

OR

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| --- | --- | --- |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| [PART II](#s3187AE9E582759C0B4CC880253B2E72E) | | |

| [PART IV](#sEDB97D2DCC765C7598E29B715F117FB6) | | |

At September 30, [removed: 2018,] [added: 2019,] we owned or leased [removed: 115] [added: 131] offices in [removed: 72] [added: 76] countries around the world.

In addition, we owned or leased a total of four global processing centers located in the [removed: United States,] [added: U.S.,] Singapore and the United Kingdom.

[removed: PART II][added: PART II]

At November [removed: 9, 2018,] [added: 8, 2019,] we had [removed: 362] [added: 348] stockholders of record of our class A common stock.

There were [removed: 1,537] [added: 1,397] and [removed: 559] [added: 509] holders of record of our class B and C common stock, respectively, as of November [removed: 9, 2018.][added: 8, 2019.]

On October [removed: 16, 2018,] [added: 22, 2019,] our board of directors declared a quarterly cash dividend of [removed: $0.25] [added: $0.30] per share of class A common stock (determined in the case of class B and C common stock and series B and C preferred stock on an as-converted basis) payable on December [removed: 4, 2018,] [added: 3, 2019,] to holders of record as of November [removed: 16, 2018] [added: 15, 2019] of our common and preferred stock.

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

The table below sets forth our purchases of common stock during the quarter ended September 30, [removed: 2018.][added: 2019.]

| [removed: Period] [added: Period] | [removed: Total] [added: | Total] Number [removed: Of Shares Purchased (1)] [added: Of Shares Purchased] | | | [removed: Average] [added: Average] Price [removed: Paid Per Share] [added: Paid Per Share] | | | | [removed: Total] [added: Total] Number [removed: Of Shares Purchased As] [added: Of Shares Purchased As] Part Of [removed: Publicly Announced] [added: Publicly Announced] Plans [removed: Or Programs (2),(3)] [added: Or Programs(1),(2)] | | | [removed: Approximate Dollar Value Of] [added: Approximate Dollar Value Of] Shares [removed: That May] [added: That May] Yet [removed: Be Purchased] [added: Be Purchased] Under The Plans [removed: Or Programs (2),(3)] [added: Or Programs(1),(2)] | | |

| [removed: (2)] [added: (1)] | The figures in the table reflect transactions according to the trade dates. For purposes of our consolidated financial statements included in this Form 10-K, the impact of these repurchases is recorded according to the settlement dates. |

| [removed: (3)] [added: (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 [removed: 2018,] [added: 2019,] our board of directors authorized a share repurchase program for [removed: $7.5] [added: $8.5] billion. This authorization has no expiration date. All share repurchase programs authorized prior to January [removed: 2018] [added: 2019] have been completed. |

[removed: EQUITY] [added: EQUITY] COMPENSATION PLAN [removed: INFORMATION][added: INFORMATION]

The table below presents information as of September 30, [removed: 2018,] [added: 2019,] for the Visa 2007 Equity Incentive Compensation Plan (the “EIP”) and the Visa Inc. Employee Stock Purchase Plan (the “ESPP”), which were approved by our stockholders.

For a description of the awards issued under the EIP and the ESPP, see [removed: Note 13—Share-based Compensation] [added: *Note 16—Share-based Compensation*] to our consolidated financial statements included in [removed: Item] [added: *Item] 8—Financial Statements and Supplementary [removed: Data] [added: Data*] of this report.

| [removed: Plan Category] [added: Plan Category] | [removed: (a) Number Of Shares] [added: | (a) Number] Of [added: Shares Of] Class A Common Stock Issuable Upon Exercise [removed: Of Outstanding] [added: Of Outstanding] Options And [removed: Rights] [added: Rights] | | | [removed: Weighted-Average] [added: Weighted-Average] Exercise Price [removed: Of Outstanding Options] [added: Of Outstanding Options] | | | | [removed: Number] [added: Number] Of Shares [removed: Of Class A Common Stock Remaining] [added: Of Class A Common Stock Remaining] Available [removed: For Future] [added: For Future] Issuance [removed: Under Equity Compensation Plans] [added: Under Equity Compensation Plans] (Excluding [removed: Shares Reflected] [added: Shares Reflected] In Column [removed: (a))] [added: (a))] | | |

| (1) | The maximum number of shares issuable as of September 30, [removed: 2018] [added: 2019] consisted of [removed: 5,788,840] [added: 5,714,658] outstanding options, [removed: 5,204,454] [added: 5,166,759] outstanding restricted stock units and [removed: 999,416] [added: 1,070,690] outstanding performance shares under the EIP and [removed: 408,433] [added: 378,611] purchase rights outstanding under the ESPP. |

| (3) | As of September 30, [removed: 2018, 145] [added: 2019, 142] million shares and [removed: 17] [added: 16] million shares remain available for issuance under the EIP and the ESPP, respectively. |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| July 1-31, 2019 | | 3,680,103 | | | $ | 179.32 | | | 3,680,103 | | | $ | 5,502,430,029 | |

| August 1-31, 2019 | | 4,064,795 | | | $ | 176.17 | | | 4,064,795 | | | $ | 4,786,268,909 | |

| September 1-30, 2019 | | 4,479,497 | | | $ | 176.61 | | | 4,479,497 | | | $ | 3,995,051,745 | |

| Total | | 12,224,395 | | | $ | 177.28 | | | 12,224,395 | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| Equity compensation plans approved by stockholders | | 12,330,718 | | (1) | $ | 90.18 | | (2) | 158,435,270 | | (3) |

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| July 1-31, 2018 | 2,767,789 | | | $ | 138.90 | | | 2,762,543 | | | $ | 5,406,314,588 | |

| August 1-31, 2018 | 4,898,688 | | | $ | 141.55 | | | 4,898,688 | | | $ | 4,712,814,749 | |

| September 1-30, 2018 | 3,869,153 | | | $ | 147.30 | | | 3,869,153 | | | $ | 4,142,815,994 | |

| Total | 11,535,630 | | | $ | 142.84 | | | 11,530,384 | | | | | |

| | |

| --- | --- |

| (1) | Includes 5,246 shares of class A common stock withheld at an average price of $140.71 per share (per the terms of grants under our 2007 Equity Incentive Compensation Plan) to offset tax withholding obligations that occur upon vesting and release of restricted shares. |

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Equity compensation plans approved by stockholders | 12,401,143 | | (1) | $ | 75.30 | | (2) | 162,313,945 | | (3) |

The data below should be read in conjunction with [removed: Item] [added: *Item] 7—Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations*] and [removed: Item] [added: *Item] 8—Financial Statements and Supplementary [removed: Data] [added: Data*] of this report.

[removed: Selected] [added: Selected] Financial [removed: Data][added: Data]

| [removed: Statement] [added: Statement] of Operations [removed: Data: | 2018(1)] [added: Data:] | [added: 2019(1)] | | | [removed: 2017(1)] | [added: 2018(1)] | | | [removed: 2016(1)] | [added: 2017(1)] | | | [removed: 2015] | [added: 2016(1)] | | | [removed: 2014] | [added: 2015] | | |

| | [removed: (in] [added: (in] millions, except per share [removed: data) |] [added: data)] | | | | | | | | | | | | | | | | | | |

| [removed: Operating] [added: Net] revenues | [removed: $] [added: $] | [removed: 20,609] [added: 22,977] | | | $ | [removed: 18,358] [added: 20,609] | | | $ | [removed: 15,082] [added: 18,358] | | | $ | [removed: 13,880] [added: 15,082] | | | $ | [removed: 12,702 |] [added: 13,880] | |

| Operating expenses | [added: $ | 7,976 | | |] $ | 7,655 | | | $ | 6,214 | | | $ | 7,199 | | (2) | $ | 4,816 | | [removed: | $ | 5,005 | | |]

| Operating income | [removed: $] [added: $] | [removed: 12,954] [added: 15,001] | | | $ | [removed: 12,144] [added: 12,954] | | | $ | [removed: 7,883] [added: 12,144] | | | $ | [removed: 9,064] [added: 7,883] | | | $ | [removed: 7,697 |] [added: 9,064] | |

| Net income | [added: $ | 12,080 | | |] $ | 10,301 | | (3) | $ | 6,699 | | (4) | $ | 5,991 | | | $ | 6,328 | | [removed: | $ | 5,438 | | |]

| Basic earnings per share—class A common [removed: stock(5)] [added: stock] | [removed: $] [added: $] | [removed: 4.43] [added: 5.32] | | | $ | [removed: 2.80] [added: 4.43] | | | $ | [removed: 2.49] [added: 2.80] | | | $ | [removed: 2.58] [added: 2.49] | | | $ | [removed: 2.16 |] [added: 2.58] | |

| Diluted earnings per share—class A common [removed: stock(5)] [added: stock] | [removed: $] [added: $] | [removed: 4.42] [added: 5.32] | | | $ | [removed: 2.80] [added: 4.42] | | | $ | [removed: 2.48] [added: 2.80] | | | $ | [removed: 2.58] [added: 2.48] | | | $ | [removed: 2.16 |] [added: 2.58] | |

| | [removed: At] [added: At] September [removed: 30, |] [added: 30,] | | | | | | | | | | | | | | | | | | |

| [removed: Balance] [added: Balance] Sheet [removed: Data: | 2018(1)] [added: Data:] | [added: 2019(1)] | | | [removed: 2017(1)] | [added: 2018(1)] | | | [removed: 2016(1)] | [added: 2017(1)] | | | [removed: 2015] | [added: 2016(1)] | | | [removed: 2014] | [added: 2015] | | |

| Total assets | [removed: $] [added: $] | [removed: 69,225] [added: 72,574] | | | $ | [removed: 67,977] [added: 69,225] | | | $ | [removed: 64,035] [added: 67,977] | | | $ | [removed: 39,367] [added: 64,035] | | | $ | [removed: 37,543 |] [added: 39,367] | |

| Accrued litigation | [removed: $] [added: $] | [removed: 1,434] [added: 1,203] | | [removed: (6)] [added: (5)] | $ | [removed: 982] [added: 1,434] | | [added: (5)] | $ | [removed: 981] [added: 982] | | | $ | [removed: 1,024] [added: 981] | | | $ | [removed: 1,456 |] [added: 1,024] | [removed: (6)] |

| Long-term debt | [removed: $] [added: $] | [removed: 16,630] [added: 16,729] | | | $ | [removed: 16,618] [added: 16,630] | | [removed: (7)] | $ | [removed: 15,882] [added: 16,618] | | [removed: (7)] [added: (6)] | $ | [removed: —] [added: 15,882] | | [added: (6)] | $ | — | | [removed: |]

| Total equity | [removed: $] [added: $] | [removed: 34,006] [added: 34,684] | | | $ | [removed: 32,760] [added: 34,006] | | | $ | [removed: 32,912] [added: 32,760] | | | $ | [removed: 29,842] [added: 32,912] | | | $ | [removed: 27,413 |] [added: 29,842] | |

| Dividend declared and paid per common [removed: share(5)] [added: share] | [removed: $] [added: $] | [removed: 0.825] [added: 1.000] | | | $ | [removed: 0.660] [added: 0.825] | | | $ | [removed: 0.560] [added: 0.660] | | | $ | [removed: 0.480] [added: 0.560] | | | $ | [removed: 0.400 |] [added: 0.480] | |

| [removed: (6)] [added: (5)] | During fiscal [removed: 2014, the court entered the final judgment order approving the settlement with the class plaintiffs in the interchange multidistrict litigation proceedings. Certain merchants in the settlement classes objected to the settlement and filed opt-out claims. Takedown payments of approximately $1.1 billion related to the opt-out merchants were received and deposited into the U.S. litigation escrow account, and a related increase in accrued litigation to address the opt-out claims were recorded in the second quarter of fiscal 2014. During fiscal] 2018, pursuant to an amended settlement agreement that superseded the 2012 Settlement [removed: Agreement,] [added: Agreement related to the interchange multidistrict litigation,] we recorded an [removed: additional] accrual of $600 million. [added: During fiscal 2019, related to the interchange multidistrict litigation, we made payments of $600 million, partially offset by an additional accrual of $370 million.] See [removed: Note 2—U.S.] [added: *Note 5—U.S.] and Europe Retrospective Responsibility [removed: Plans] [added: Plans*] and [removed: Note 17—Legal Matters] [added: *Note 20—Legal Matters*] to our consolidated financial statements included in [removed: Item] [added: *Item] 8—Financial Statements and Supplementary [removed: Data] [added: Data*] of this report. |

| [removed: (7)] [added: (6)] | During fiscal 2017 and fiscal 2016, we issued fixed-rate senior notes in an aggregate principal amount of $2.5 billion and $16.0 billion, respectively. See [removed: Note 6—Debt] [added: *Note 9—Debt*] to our consolidated financial statements included in [removed: Item] [added: *Item] 8—Financial Statements and Supplementary [removed: Data] [added: Data*] of this report. |

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| | For the Years Ended September 30, | | | | | | | | | | | | | | | | | | |

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| | (in millions, except per share data) | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Fiscal Year Ended September 30, | | | | | | | | | | | | | | | | | | | |

| | |

| --- | --- |

| (5) | The per share amounts for the prior periods presented have been retroactively adjusted to reflect the four-for-one stock split effected in the second quarter of fiscal 2015. |

[removed: VISA INC.][added: VISA INC.]

[removed: INDEX] [added: INDEX] TO CONSOLIDATED FINANCIAL [removed: STATEMENTS][added: STATEMENTS]

| | [removed: Page] [added: Page] |

| As of September 30, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] and for the years ended September 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | |

[removed: | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#sC969957B5AC65A98AD62F5FB751BABAC) | [54](#sC969957B5AC65A98AD62F5FB751BABAC) |][added: Firm]

[removed: | [Consolidated Balance Sheets](#s058FC6593A325A59898B9BECFEC2CFE5) | [56](#s058FC6593A325A59898B9BECFEC2CFE5) |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [Consolidated Statements of Operations](#s7F147CDA296952799D3809BD0D93129F) | [57](#s7F147CDA296952799D3809BD0D93129F) |][added: CONSOLIDATED STATEMENTS OF OPERATIONS]

[removed: | [Consolidated Statements of Comprehensive Income](#sBAC605E7AAE15F70B8E74FD47FE37BF3) | [58](#sBAC605E7AAE15F70B8E74FD47FE37BF3) |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

[removed: | [Consolidated Statements of Changes in Equity](#s065965984B995CD6842C01BD659321B7) | [59](#s065965984B995CD6842C01BD659321B7) |][added: CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY]

[removed: | [Consolidated Statements of Cash Flows](#s7A64A1BB201C574BBEE32FA4B9BC0A7F) | [62](#s7A64A1BB201C574BBEE32FA4B9BC0A7F) |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

| [Notes to the Consolidated Financial [removed: Statements](#sEEE665D2F92557D1BDE78B552CAAC2FB)] [added: Statements](#s893DBEC6CA815CBE9F30E97210A90EC1)] | [removed: [63](#sEEE665D2F92557D1BDE78B552CAAC2FB)] [added: [63](#s893DBEC6CA815CBE9F30E97210A90EC1)] |

[removed: Report] [added: | [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#sBBACE4DD89E150D4BF4A433F668B5A5E) | [53](#sBBACE4DD89E150D4BF4A433F668B5A5E) |]

[removed: Opinions] [added: *Opinions] on the Consolidated Financial Statements and Internal Control Over Financial [removed: Reporting][added: Reporting*]

We have audited the accompanying consolidated balance sheets of Visa Inc. and subsidiaries [removed: (Visa Inc. or the] [added: (the] Company) as of September 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended September 30, [removed: 2018] [added: 2019] and the related [removed: notes.][added: notes (collectively, the consolidated financial statements).]

We also have audited [removed: Visa Inc.’s] [added: the Company’s] internal control over financial reporting as of September 30, [removed: 2018,] [added: 2019,] based on [removed: Internal] [added: criteria established in *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission (COSO).][added: Commission.]

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of [removed: Visa Inc. and subsidiaries] [added: the Company] as of September 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the years in the three-year period ended September 30, [removed: 2018,] [added: 2019,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, [removed: Visa Inc.] [added: the Company] maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2018,] [added: 2019,] based on [removed: Internal] [added: criteria established in *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: Basis] [added: *Basis] for [removed: Opinions][added: Opinions*]

[removed: Visa Inc.’s] [added: The Company’s] management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for [removed: their] [added: its] assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm—(Continued)][added: Firm—(Continued)]

[removed: Definition] [added: *Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting*]

[removed: CONSOLIDATED BALANCE SHEETS][added: | [Consolidated Balance Sheets](#s7645E4AE8D065E49B856BC782EFD1854) | [56](#s7645E4AE8D065E49B856BC782EFD1854) |]

| | [removed: September] [added: September] 30, [removed: 2018] [added: 2019] | | | | [removed: September] [added: September] 30, [removed: 2017] [added: 2018] | | |

| | [removed: (in] [added: (in] millions, except par value [removed: data)] [added: data)] | | | | | | |

| [removed: Assets] [added: Assets] | | | | | | | |

| Cash and cash equivalents | [added: $ | 7,838 | | |] $ | 8,162 | | | $ | 9,874 | |

| Restricted [removed: cash—U.S.] [added: cash equivalents—U.S.] litigation escrow (Note [removed: 2)] [added: 4 and Note 5)] | [removed: 1,491] [added: 1,205] | | | | [removed: 1,031] [added: 1,491] | | |