Visa (V) 10-K risk factor changes: FY2021 vs FY2020

The impact of these regulations on us, our clients, and other third parties could limit our ability to enforce our payments system rules; require us to adopt new rules or change existing rules; affect our existing contractual arrangements; increase our compliance costs; require us to make our technology or [added: intellectual property available to third parties, including competitors, in an undesirable manner; and reduce our revenue opportunities.]

Our compliance programs and policies are designed to support our compliance with a wide array of regulations and laws, such as anti-money laundering, anti-corruption, competition, [added: money transfer services,] privacy and sanctions, and we continually enhance our compliance programs as regulations evolve.

[added: In addition, there continues to be interest in further regulation of interchange fees and routing practices by members of Congress and state legislators in the U.S.] The EU’s IFR places an effective cap on consumer credit and consumer debit interchange fees for both domestic and cross-border transactions within the EEA (30 basis points and 20 basis points, respectively).

Some acquirers may elect to charge higher [removed: merchant discount rates (MDR)] [added: MDR] regardless of the Visa interchange reimbursement rate, causing merchants not to [added: accept our products or to steer customers to alternative payments systems or forms of payment.]

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

In addition, the [removed: European Union’s] [added: EU’s] requirement to separate scheme and processing adds costs and impacts the execution of our commercial, innovation and product strategies.

We are also subject to central bank oversight in [removed: some markets,] [added: a growing number of countries,] including, Brazil, [added: India,] Russia, the United Kingdom and within the [removed: European Union.][added: EU.]

[removed: They] [added: Increased oversight] could also include new criteria for member participation and merchant access to our payments system.

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

Furthermore, although regulatory barriers shield Mir and UnionPay from competition in Russia and China, respectively, [removed: alternate] [added: alternative] payment providers such as Alipay and WeChat Pay have rapidly expanded into ecommerce, offline, and cross-border payments, which could make it difficult for us to compete even if our license is approved in China.

[removed: It] [added: Chinese digital transaction routing system,] and other such systems could have a competitive advantage in comparison with international payments networks.

Finally, central [removed: banks,] [added: banks in a number of countries,] including those in [added: Argentina,] Australia, [removed: Brazil] [added: Brazil, Canada] and Russia, are in the process of developing or expanding national real-time payments networks with the goal of driving a greater number of domestic transactions onto these systems.

For example, in July 2020 the Court of Justice of the European Union (CJEU) ruled to invalidate the U.S./EU Privacy Shield [removed: -] [added: —] a legal [added: framework that allowed participating companies to transfer personal data from EU member states to the U.S. Visa has never used the Privacy Shield framework for its transfers, and relies instead on standard contractual clauses.]

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

The law requires companies to comply with a broad range of requirements regarding the handling of personal [removed: data.][added: information.]

Although we have a global data privacy program that addresses the requirements applicable to our international business, our ongoing efforts to comply with GDPR and rapidly emerging privacy and data protection laws [removed: (such] [added: in countries such] as [added: India or states in] the [removed: California Consumer Privacy Act] [added: U.S. such as Colorado] and [removed: the Brazilian General Data Protection Law)] [added: Virginia] may increase the complexity of our compliance operations, entail substantial expenses, divert resources from other initiatives and projects, and could limit the services we are able to offer.

[removed: Inconsistent] [added: Furthermore, inconsistent] local and regional regulations restricting location, movement, collection, use and management of data may limit our ability to innovate or compete in certain jurisdictions.

[removed: Furthermore,] [added: Lastly,] enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations continue to increase.

We exercise significant judgment [added: and make estimates] in calculating our worldwide provision for income taxes and other tax liabilities.

We are currently under examination by, or in disputes with, the U.S. Internal Revenue Service, the UK’s HM Revenue [removed: &] [added: and] Customs as well as tax authorities in other jurisdictions, and we may be subject to additional examinations or disputes in the future.

In addition, changes in existing laws in the U.S. or foreign jurisdictions, [removed: which may be more likely if there is a change in the U.S. administration,] [added: including unilateral actions of foreign jurisdictions to introduce digital services taxes,] or changes resulting from the Organisation for Economic Cooperation and Development’s Programme of Work, related to the revision of profit allocation and nexus rules and design of a system to ensure multinational enterprises pay a minimum level of [removed: tax, may also materially affect our effective] tax [removed: rate.][added: to]

We are involved in numerous litigation matters, investigations, and proceedings asserted by civil litigants, governments, and enforcement bodies investigating or alleging, among other things, violations of competition and antitrust law, consumer protection law, privacy [removed: law,] [added: law] and intellectual property law (these are referred to as “actions” in this section).

These actions are inherently uncertain, [removed: expensive,] [added: expensive] and disruptive to our operations.

In the event we are found liable in any material action, particularly in a large class action lawsuit, such as one involving an antitrust claim entitling the plaintiff to treble damages in the U.S., or we incur liability arising from a government investigation, we may be required to pay significant awards, [removed: settlements,] [added: settlements] or fines.

In addition, settlement terms, judgments, [added: orders] or pressures resulting from actions may harm our business by [added: influencing or] requiring us to modify, among other things, the default interchange reimbursement rates we set, the Visa operating rules or the way in which we enforce those rules, our fees or pricing, or the way we do business.

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

- increased cyber and payment fraud [removed: risk related to COVID-19,] [added: risk,] as cybercriminals attempt DDoS related attacks, phishing scams and other disruptive actions, given the shift to online banking, [removed: e-commerce] [added: ecommerce] and other online activity, as well as more employees working remotely as a result of the [removed: outbreak;][added: ongoing pandemic;]

- challenges to the availability and reliability of our network due to changes to normal operations, including the possibility of one or more clusters of COVID-19 cases occurring at our data centers, affecting our employees, or affecting the systems or employees of our issuers, acquirers or merchants; [removed: and]

[added: A number of countries have taken steps to temporarily cap] interchange or other fees on electronic payments as part of their COVID-19 economic relief measures.

In an overall soft global economy, such pricing measures could result in additional financial pressures on our [removed: business.][added: business; and]

As the global payments space becomes more complex, we face increasing competition from our clients, other emerging payment providers such as fintechs, other digital payments, technology companies that have developed payments systems enabled through online activity in [removed: ecommerce] [added: ecommerce, social media,] and mobile channels, as well as governments in a number of jurisdictions (e.g. Brazil, India and Russia), that are developing, supporting and/or operating national schemes, real time [removed: payment networks,] [added: payments networks] and other payment platforms.

Our competitors may [added: acquire or] develop substantially better technology, have more widely adopted delivery channels or have greater financial resources.

They may offer more effective, innovative or a wider range of programs, [removed: products,] [added: products] and services.

Certain of our competitors operate with different business models, have different cost [removed: structures,] [added: structures] or participate in different market segments.

Those business models may ultimately prove more successful or more adaptable to [removed: regulatory, technological, and other developments.]

In some cases, these competitors have the support of government mandates that prohibit, [removed: limit,] [added: limit] or otherwise hinder our ability to compete for transactions within certain countries and regions.

Some of our competitors, including American Express, Discover, private-label card networks, virtual currency providers, technology companies that enable the exchange of digital assets, and certain [removed: alternate] [added: alternative] payments systems like Alipay and WeChat Pay, operate closed-loop payments systems, with direct connections to both merchants and consumers.

Government actions or initiatives such as the Dodd-Frank Act, the IFR in Europe, or real time payment initiatives by governments such as the U.S. Federal Reserve’s FedNow or the Central Bank of [added: Brazil’s Pix system may provide competitors with increased opportunities to derive competitive advantages from these business models, and may create new competitors, including in some cases the government itself.]

We also run the risk of disintermediation due to factors such as emerging [removed: technologies,] [added: technologies and platforms,] including mobile payments, [removed: alternate] [added: alternative] payment credentials, other ledger technologies or payment forms, and by virtue of increasing bilateral agreements between entities that prefer not to use our payments network for processing transactions.

- [removed: We,] [added: we,] along with our competitors, clients, network participants, and others are developing or participating in [removed: alternate payment networks] [added: alternative payments systems] or products, such as mobile payment services, ecommerce payment services, P2P payment services, real-time and faster payment initiatives, and payment services that permit ACH or direct debits from or to consumer checking accounts, that could either reduce our role or otherwise disintermediate us from the transaction processing or the value added services we provide to support such processing.

Our diversification into new product offerings and participation in new flows could also introduce new licensing and other regulatory obligations that impact our business.

Earlier this year, the Federal Reserve issued a notice of proposed rulemaking that would, among other things, require issuers to ensure that at least two networks are available for routing card not present debit transactions.

Various stakeholder groups are also advocating that the Federal Reserve further lower interchange fees on debit transactions and restrict the ability of payments networks to enter

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into certain incentive and growth agreements with issuers.

This trend to regulate pricing continued in Latin America in 2021, when the President in Chile signed legislation to create a committee to set interchange caps.

Finally, in Australia, the Reserve Bank completed its review of the country’s payment system regulations and made a series of preliminary recommendations including, to further lower interchange rates for debit transactions, and set expectations for issuers and acquirers in the country to support greater issuance and acceptance of dual-badged debit cards and allow merchant choice routing on certain transactions.

Furthermore, some countries with existing oversight frameworks are looking to further enhance their regulatory powers.

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as debit payments (or vice versa).

Furthermore, any inability to meet the requirements of the data localization mandate could impact our ability to do business in India.

Furthermore, as discussed above, Australia is contemplating additional requirements to mandate dual-badged or co-badged cards that support the local domestic debit network, Eftpos.

NetsUnion Clearing Corp, a

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For example, China adopted its first comprehensive privacy law, the Personal Information Protection Law (PIPL), which took effect in November 2021.

Although certain details of PIPL may require further regulatory clarification or guidance, Visa could be impacted more significantly if our license is approved and we begin conducting domestic bank card clearing activity in China.

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the countries where we earn revenue, may also materially affect our effective tax rate.

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regulatory, technological and other developments.

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In addition, as governments, investors and other stakeholders face additional pressures to accelerate actions to address climate change and other environmental, governance and social topics, governments may implement regulations or investors and other stakeholders may impose new expectations or focus investments in ways that cause significant shifts in disclosure, commerce and consumption behaviors that may have negative impacts on our business.

As a result of any of these factors, any decline in cross-

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The ongoing effects of the coronavirus pandemic remain difficult to predict due to numerous uncertainties, including the transmissibility, severity, duration and resurgence of the outbreak; new variants of the virus; the uptake and effectiveness of health and safety measures or actions that are voluntarily adopted by the public or required by governments or public health authorities, including vaccines and treatments; the speed and strength of an economic recovery, including the reopening of borders and the resumption of international travel; and the impact to our employees and our operations, the business of our clients, suppliers and business partners; and other factors such as:

- increased consumer dispute volumes due to travel or event cancellations and the speed or accuracy in processing refunds;

- workforce impacts, such as difficulty recruiting, retaining, training, motivating and developing employees due to evolving health and safety protocols; changing worker expectations and talent marketplace variability regarding flexible work models; restrictions on immigration, travel and employee mobility; and the challenges of maintaining our strong corporate culture, which values communication, collaboration and connections, despite a majority of employees working from home.

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be unable to recover the amount of such payment.

In addition, there is risk that third party suppliers of hardware and infrastructure required to operate our data centers and support employee productivity could be impacted by supply chain disruptions, such as manufacturing and shipping delays.

An extended supply chain disruption could also impact processing or delivery of technology services.

Although we devote significant resources to our cybersecurity, acquired entities, and supplier risk management

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The market for highly skilled workers and leaders in our industry, especially in fintech, technology and other specialized areas, is extremely competitive.

These challenges may be further amplified by the ongoing coronavirus pandemic.

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- only the board of directors, Chairman, or CEO or any stockholders who have owned continuously for at least one year not less than 15 percent of the voting power of all shares of class A common stock outstanding may call a special meeting of stockholders.

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intellectual property available to third parties, including competitors, in an undesirable manner; and reduce our revenue opportunities.

Finally, in Australia, the Reserve Bank is in the process of reviewing the country’s payment system regulations, which could potentially result in lower and/or additional interchange caps and other restrictions on our business.

accept our products or to steer customers to alternate payments systems or forms of payment.

Recently, with strong backing from China’s government, a new digital transaction routing system known as NetsUnion was established.

The PBOC allowed Alipay and other digital payment providers to invest in NetsUnion.

framework that allowed participating companies to transfer personal data from EU member states to the U.S. Visa has never used the Privacy Shield framework for its transfers, and relies instead on Standard Contractual Clauses.

For example, India has adopted a data localization law that requires all payment system operators to store domestic transaction data only in India.

Such data localization requirements have cost implications for us, impact our ability to utilize the efficiencies and value of our global network, and could affect our strategy.

against Visa.

The extent to which the COVID-19 outbreak and measures taken in response thereto impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict.

The global impacts of the COVID-19 outbreak and related government actions taken to reduce the spread of the virus have been weighing on the macroeconomic environment, and have significantly increased economic uncertainty and reduced economic activity.

The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or total lock-down orders and business limitations and shutdowns that began in the second quarter of fiscal year 2020.

The spread of COVID-19 has caused us to modify our business practices (including restricting employee travel, implementing office closures, having our employees work remotely for the rest of 2020 and cancelling physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, customers and business partners.

The COVID-19 outbreak has also impacted scheduled events in which Visa is a sponsor as event organizers consult with health experts, government authorities and other stakeholders to prioritize the health and wellbeing of our global community.

This has caused us to make modifications to some of our planned activities and has impacted some of our marketing initiatives.

Cross-border volume continues to be heavily impacted by the decline in travel.

International cross-border transaction revenues represent a significant part of our revenue.

In addition, we may experience financial losses due to a number of operational factors, including:

- merchant, acquirer and issuer failures and credit settlement risk, particularly with respect to the retail, travel and hospitality industries which have been impacted especially hard by the pandemic, including airlines, cruise ships, hotels, restaurants and entertainment events.

The closings and/or failures of a large number of these businesses could result in financial stress on our acquiring partners, and potentially lead to settlement failures, triggering Visa’s indemnification obligations.

It could also lead to bankruptcies that may result in impairments to our assets or our receivables to be written-off;

- clients may re-negotiate existing agreements or seek early renewal of agreements due to the impact of the outbreak on their business, payments volume and incentives;

- the mix of Visa’s clients or the amount of business we do with certain clients may change;

A number of countries have taken steps to temporarily cap

There are no comparable recent events that provide guidance as to the effect COVID-19 may have on our business, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change.

While we have taken measures to modify our business practices and reduce operating expenses, including scaling back hiring plans, restricting travel, lowering marketing spend and the use of external resources, the impact that COVID-19 will have on our business, results of operations and financial condition in the longer term remains difficult to predict due to numerous uncertainties, including the transmissibility, severity and duration of the outbreak, the effectiveness of social distancing measures or actions that are voluntarily adopted by the public or required by governments or public health authorities, the development and availability of effective treatments or vaccines, and the impact to our employees and our operations, the business of our clients, supplier and business partners, and other factors.

Consumers affected by COVID-19 may continue to demonstrate changed behavior even after the COVID-19 outbreak has subsided.

For example, consumers may decrease discretionary spending on a permanent or long-term basis, certain industries may take longer to recover (particularly those that rely on travel or large gatherings) as consumers may be hesitant to return to full social interaction, and we may continue to see consumers decrease spending on credit products as economic worries continue, all of which may have adverse implications for our business.

As a result, we may continue to experience materially adverse impacts to our business as a result of the virus’ global economic impact, including lower domestic and cross border spending trends, the availability of credit, adverse impacts on our liquidity, and any recessionary conditions that persist, and exacerbate many of the other known risks described in this “Risk Factors” section.

Brazil’s Pix system may provide competitors with increased opportunities to derive competitive advantages from these business models, and may create new competitors, including in some cases the government itself.

thereby compete effectively in the marketplace.

The United Kingdom’s withdrawal from the European Union could harm our business and financial results.

In June 2016, voters in the United Kingdom approved the withdrawal of the United Kingdom from the European Union (commonly referred to as “Brexit”).

In March 2017, the UK government initiated the exit process under Article 50 of the Treaty of the European Union, commencing a period of up to two years for the United Kingdom and the other EU member states to negotiate the terms of the withdrawal, which was subsequently postponed until January 31, 2020, at which point the United Kingdom formally withdrew from the EU.

Since then the United Kingdom has continued to participate in the EU from a trade and economic perspective while the parties seek to negotiate a trade deal.

The deadline for agreeing to a trade deal is December 31, 2020.

Uncertainty over the terms of the United Kingdom’s continued participation in the European Union could cause political and economic uncertainty in the United Kingdom and the rest of Europe, which could harm our business and financial results.

Brexit will lead to legal uncertainty and potentially divergent national laws and regulations in the United Kingdom and European Union.

We, as well as our clients who have significant operations in the United Kingdom, may incur additional costs and expenses as we adapt to potentially divergent regulatory frameworks from the rest of the European Union and as a result, our Visa operating rules and contractual commitments in the United Kingdom and the rest of the European Union may be impacted.

*This section of this Form 10-K generally discusses fiscal [removed: 2020] [added: 2021] compared to fiscal [removed: 2019.][added: 2020.]

Discussions of fiscal [removed: 2019] [added: 2020] compared to [removed: 2018] [added: 2019] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal [removed: 2019] [added: 2020] Form 10-K, filed with the United States Securities and Exchange Commission on November [removed: 14, 2019.*][added: 19, 2020.*]

Visa is a global payments technology company that enables innovative, [removed: secure and] reliable [added: and secure] electronic payments across more than 200 countries and territories.

We facilitate [removed: digital payments] [added: global commerce and money movement] across a global network of consumers, merchants, financial institutions, businesses, strategic partners and government entities through innovative technologies.

*Financial overview.* [removed: Our] [added: A summary of our] as-reported U.S. GAAP and non-GAAP [removed: net income and diluted earnings per share] [added: operating results] are as follows:

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | |

| Net [removed: income, as reported] [added: income] | | | $ | [removed: 10,866] [added: 12,311] | | | | | $ | [removed: 12,080] [added: 10,866] | | | | | $ | [removed: 10,301] [added: 12,080] | | | | | [removed: (10)] [added: 13] | | % | | | | [removed: 17] [added: (10] | | [removed: %] [added: %)] |

| Diluted earnings per [removed: share, as reported] [added: share] | | | $ | [removed: 4.89] [added: 5.63] | | | | | $ | [removed: 5.32] [added: 4.89] | | | | | $ | [removed: 4.42] [added: 5.32] | | | | | [removed: (8)] [added: 15] | | % | | | | [removed: 20] [added: (8] | | [removed: %] [added: %)] |

| Non-GAAP net income(2) | | | $ | [removed: 11,193] [added: 12,933] | | | | | $ | [removed: 12,274] [added: 11,193] | | | | | $ | [removed: 10,656] [added: 12,274] | | | | | [removed: (9)] [added: 16] | | % | | | | [removed: 15] [added: (9] | | [removed: %] [added: %)] |

| Non-GAAP diluted earnings per share(2) | | | $ | [removed: 5.04] [added: 5.91] | | | | | $ | [removed: 5.40] [added: 5.04] | | | | | $ | [removed: 4.58] [added: 5.40] | | | | | [removed: (7)] [added: 17] | | % | | | | [removed: 18] [added: (7] | | [removed: %] [added: %)] |

(2)For a full reconciliation of our [added: GAAP to] non-GAAP financial results, see tables in *Non-GAAP financial results* below.

[removed: While we have taken measures to modify our business practices and reduce operating expenses, including scaling back hiring plans, restricting travel, lowering marketing spend and the use] [added: The ongoing effects] of [removed: external resources, the impact that] COVID-19 [removed: will have on our business remains] [added: remain] difficult to predict due to numerous uncertainties, including the transmissibility, [removed: severity and] [added: severity,] duration [added: and resurgence] of the [removed: outbreak,] [added: outbreak; new variants of] the [added: virus; the uptake and] effectiveness of [removed: social distancing] [added: health and safety] measures or actions that are voluntarily adopted by the public or required by governments or public health authorities, [added: including vaccines and treatments;] the [removed: development] [added: speed] and [removed: availability] [added: strength] of [removed: effective treatments or vaccines,] [added: an economic recovery, including the reopening of borders] and the [added: resumption of international travel; and the] impact to our employees and our operations, the business of our clients, [removed: supplier] [added: suppliers] and business [removed: partners,] [added: partners;] and other factors identified in Part I, Item 1A “Risk Factors” in this Form 10-K.

*Highlights for fiscal [removed: 2020*.][added: 2021*.]

Net revenues [removed: for fiscal 2020] were [removed: $21.8] [added: $24.1] billion, [removed: a decrease] [added: an increase] of [removed: 5%] [added: 10%] over the prior year, primarily due to the year-over-year [removed: changes] [added: growth in] payments volume, [removed: cross-border volume and] processed [removed: transactions, which were impacted] [added: transactions and cross-border volume, helped] by [removed: the spread of COVID-19 globally starting in the latter part of March 2020.]

[removed: Exchange] [added: In fiscal 2021, exchange] rate movements [removed: in fiscal 2020, partially mitigated by] [added: and] our hedging [removed: program, negatively] [added: program positively] impacted our net revenues growth by approximately half a percentage point.

[removed: Total] [added: Non-GAAP] operating expenses [removed: for fiscal 2020] were [removed: $7.7] [added: $8.1] billion [removed: on a non-GAAP basis,] and increased [removed: 1%] [added: 5%] over the prior [removed: year] [added: year,] primarily driven by higher [removed: personnel,] [added: personnel and marketing expenses, partially] offset by [removed: our overall cost reduction strategy.][added: lower general and administrative expenses.]

*•Litigation provision.* During fiscal [removed: 2019 and 2018,] [added: 2019,] we recorded a litigation provision of $370 million and [removed: $600 million, respectively, and] related tax benefits of $83 million [removed: and $137 million, respectively,] associated with the interchange multidistrict litigation.

Net of the related [removed: cash] [added: income] tax benefit of [removed: $51] [added: $40] million, determined by applying applicable tax rates, non-GAAP net income [removed: decreased] [added: increased] by [removed: $49] [added: $112] million.

[removed: *•Remeasurement of deferred tax balances.* During fiscal] [added: On July 22,] 2020, [removed: in connection with] the UK enacted legislation that repealed the previous tax rate reduction from 19% to 17% that was effective on April 1, [removed: 2020, we][added: 2020.]

[added: During fiscal 2020, in connection with the UK enacted legislation that repealed the previous tax rate reduction from 19% to 17% that was effective on April 1, 2020, we] remeasured our [removed: net] [added: UK] deferred tax liabilities as of the enactment date, resulting in the recognition of a non-recurring, non-cash income tax expense of $329 million.

See *Note [removed: 19—Income Taxes*] [added: 2—Acquisitions*] to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

[removed: - *Resolution] [added: *•Resolution] of a tax item.* During fiscal 2020, we resolved a long-outstanding tax matter, dating back more than 12 years, relating to certain tax filing positions taken prior to our initial public offering.

Non-GAAP operating expenses, non-operating income (expense), income tax provision, effective income tax rate, net income and diluted earnings per share should not be relied upon as substitutes [removed: for] [added: for, or considered in isolation from,] 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 [removed: the] [added: our] respective non-GAAP financial measures:

| | | | For the Year Ended September 30, [removed: 2018] [added: 2021] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Gains) [removed: Losses] [added: losses] on equity investments, net | | | — | | | | | | [removed: (98)] [added: (712)] | | | | | | [removed: (25)] [added: (159)] | | | | | | | | | | | | [removed: (73)] [added: (553)] | | | | | | [removed: (0.03)] [added: (0.25)] | | |

| Remeasurement of deferred tax balances | | | — | | | | | | — | | | | | | [removed: 1,133] [added: (1,007)] | | | | | | | | | | | | [removed: (1,133)] [added: 1,007] | | | | | | [removed: (0.49)] [added: 0.46] | | |

See *Note [removed: 5—U.S. and Europe Retrospective Responsibility Plans* and *Note 15—Stockholders’ Equity*] [added: 20—Legal Matters*] to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

*Common stock repurchases.* In January [removed: 2020,] [added: 2021,] our board of directors authorized [removed: a $9.5] [added: an $8.0] billion share repurchase program (the “January [removed: 2020] [added: 2021] Program”).

During fiscal [removed: 2020,] [added: 2021,] we repurchased [removed: 44] [added: 40] million shares of our class A common stock in the open market for [removed: $8.1] [added: $8.7] billion.

As of September 30, [removed: 2020,] [added: 2021,] our January [removed: 2020] [added: 2021] Program had remaining authorized funds of [removed: $5.5] [added: $4.8] billion for share repurchase.

See *Note [removed: 10—Debt*] [added: 1—Summary of Significant Accounting Policies*] to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

See *Note [removed: 2—Acquisitions* and *Note 20—Legal Matters*] [added: 12—Settlement Guarantee Management*] to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this [removed: report.][added: report*.*]

[removed: Nominal] [added: Therefore, service revenues reported for the 12 months ended September 30, 2021, 2020 and 2019, were based on nominal] payments volume [removed: growth in the U.S.] [added: reported by our financial institution clients] for the 12 months ended June 30, [added: 2021,] 2020 and [removed: 2019 was 4% and 10%,] [added: 2019,] respectively.

| Consumer credit | | | [removed: $] [added: $] | [removed: 1,518] [added: 1,518] | | | | | $ | 1,540 | | | | | [removed: (1)] [added: (1] | | [removed: %] [added: %)] | | | | [removed: $] [added: $] | [removed: 2,361] [added: 2,362] | | | | | $ | 2,484 | | | | | [removed: (5)] [added: (5] | | [removed: %] [added: %)] | | | | [removed: $] [added: $] | [removed: 3,879] [added: 3,880] | | | | | $ | [removed: 4,025] [added: 4,024] | | | | | [removed: (4)] [added: (4] | | [removed: %] [added: %)] |

| Commercial(4) | | | [removed: 641] [added: 641] | | | | | | 634 | | | | | | 1 [added: %] | | [removed: %] | | | | [removed: 369] [added: 370] | | | | | | 381 | | | | | | [removed: (3)] [added: (3] | | [removed: %] [added: %)] | | | | [removed: 1,010] [added: 1,011] | | | | | | 1,015 | | | | | | — | | % |

| | | | 12 months [removed: ended June 30, 2020] [added: ended June 30, 2021] vs [removed: 2019(1)] [added: 2020(1),(2)] | | | | | | | | | | | | 12 months ended June 30, [removed: 2019] [added: 2020] vs [removed: 2018(1)] [added: 2019(1),(2)] | | | | | | | | | | | | 12 months [removed: ended June 30, 2020] [added: ended June 30, 2021] vs [removed: 2019(1)] [added: 2020(1),(2)] | | | | | | | | | | | | 12 months ended June 30, [removed: 2019] [added: 2020] vs [removed: 2018(1)] [added: 2019(1),(2)] | | | | | | | | |

| | | | Nominal | | | | | | [removed: Constant(6)] [added: Constant(7)] | | | | | | Nominal | | | | | | [removed: Constant(6)] [added: Constant(7)] | | | | | | Nominal | | | | | | [removed: Constant(6)] [added: Constant(7)] | | | | | | Nominal | | | | | | [removed: Constant(6)] [added: Constant(7)] | | |

| Consumer credit growth | | | [removed: (5)] [added: 1] | | % | | | | [removed: (2)] [added: (1] | | [removed: %] [added: %)] | | | | [removed: 1] [added: (5] | | [removed: %] [added: %)] | | | | [removed: 8] [added: (3] | | [removed: %] [added: %)] | | | | [removed: (4)] [added: 4] | | % | | | | [removed: (2)] [added: 3] | | % | | | | [removed: 3] [added: (4] | | [removed: %] [added: %)] | | | | [removed: 7] [added: (2] | | [removed: %] [added: %)] |

Our advanced transaction processing network, VisaNet, enables authorization, clearing and settlement of payment transactions and allows us to offer products and solutions that facilitate secure, reliable, and efficient money movement for all participants in the ecosystem.

| Non-GAAP operating expenses(2) | | | $ | 8,077 | | | | | $ | 7,702 | | | | | $ | 7,596 | | | | | 5 | | % | | | | 1 | | % |

*Coronavirus.* As the effects of an evolving coronavirus (“COVID-19”) pandemic continues, much remains uncertain.

We are taking a phased approach to reopening our offices, with most of our employees currently working remotely.

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fewer COVID-19 restrictions, partially offset by higher client incentives.

GAAP operating expenses were $8.3 billion and increased 7% over the prior year, primarily driven by higher personnel and marketing expenses, partially offset by lower general and administrative expenses.

Exchange rate movements negatively impacted our operating expense growth by approximately half a percentage point.

*•Remeasurement of deferred tax balances.* During fiscal 2021, in connection with the UK enacted legislation on June 10, 2021 that increases the tax rate from 19% to 25%, effective April 1, 2023, we remeasured our UK deferred tax liabilities, resulting in the recognition of a non-recurring, non-cash income tax expense of $1.0 billion.

- *Indirect taxes.* During fiscal 2021, we recognized a one-time charge within general and administrative expense of $152 million, before tax.

This charge is to record our estimate of probable additional indirect taxes, related to prior periods, for which we could be liable as a result of certain changes in applicable law.

This one-time charge is not representative of our ongoing operations.

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| As reported | | | $ | 8,301 | | | | | $ | 259 | | | | | $ | 3,752 | | | | | 23.4 | | % | | | | $ | 12,311 | | | | | $ | 5.63 | |

| Amortization of acquired intangible assets | | | (51) | | | | | | — | | | | | | 12 | | | | | | | | | | | | 39 | | | | | | 0.02 | | |

| Acquisition-related costs | | | (21) | | | | | | — | | | | | | 4 | | | | | | | | | | | | 17 | | | | | | 0.01 | | |

| Indirect taxes | | | (152) | | | | | | — | | | | | | 40 | | | | | | | | | | | | 112 | | | | | | 0.05 | | |

| Non-GAAP | | | $ | 8,077 | | | | | $ | (453) | | | | | $ | 2,642 | | | | | 17.0 | | % | | | | $ | 12,933 | | | | | $ | 5.91 | |

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

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

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

*Pending acquisitions.* On June 24, 2021, we entered into a definitive agreement to acquire Tink AB (“Tink”) for €1.8 billion, inclusive of cash and retention incentives.

On July 22, 2021, we entered into a definitive agreement to acquire The Currency Cloud Group Limited (“Currencycloud”).

The acquisition values Currencycloud at £700 million, inclusive of cash and retention incentives.

The financial consideration will be reduced by the outstanding equity of Currencycloud that we already own.

This acquisition is subject to customary closing conditions, including regulatory reviews and approvals.

*Terminated acquisition.* On January 12, 2021, Visa and Plaid Inc. mutually terminated their merger agreement announced on January 13, 2020.

Payments volume represents the aggregate dollar amount of purchases made with cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume.

Nominal payments volume is denominated in U.S. dollars and is calculated each quarter by applying an established U.S. dollar/local currency exchange rate for each local currency in which our volumes are reported.

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| | | | 2021 | | | | | | 2020 | | | | | | % Change(2) | | | | | | 2021 | | | | | | 2020 | | | | | | % Change(2) | | | | | | 2021 | | | | | | 2020 | | | | | | % Change(2) | | |

| Consumer credit | | | $ | 1,641 | | | | | $ | 1,518 | | | | | 8 | | % | | | | $ | 2,396 | | | | | $ | 2,362 | | | | | 1 | | % | | | | $ | 4,036 | | | | | $ | 3,880 | | | | | 4 | | % |

| Consumer debit(3) | | | 2,387 | | | | | | 1,848 | | | | | | 29 | | % | | | | 2,440 | | | | | | 1,975 | | | | | | 24 | | % | | | | 4,828 | | | | | | 3,824 | | | | | | 26 | | % |

| Commercial(4) | | | 697 | | | | | | 641 | | | | | | 9 | | % | | | | 406 | | | | | | 370 | | | | | | 10 | | % | | | | 1,103 | | | | | | 1,011 | | | | | | 9 | | % |

| Total nominal payments volume(2) | | | $ | 4,725 | | | | | $ | 4,007 | | | | | 18 | | % | | | | $ | 5,243 | | | | | $ | 4,707 | | | | | 11 | | % | | | | $ | 9,968 | | | | | $ | 8,714 | | | | | 14 | | % |

| Cash volume(5) | | | 635 | | | | | | 573 | | | | | | 11 | | % | | | | 1,927 | | | | | | 2,045 | | | | | | (6 | | %) | | | | 2,561 | | | | | | 2,619 | | | | | | (2 | | %) |

| Total nominal volume(2),(6) | | | $ | 5,359 | | | | | $ | 4,580 | | | | | 17 | | % | | | | $ | 7,169 | | | | | $ | 6,753 | | | | | 6 | | % | | | | $ | 12,529 | | | | | $ | 11,333 | | | | | 11 | | % |

| Consumer debit(3) | | | 1,848 | | | | | | 1,699 | | | | | | 9 % | | | | | | 1,975 | | | | | | 1,878 | | | | | | 5 % | | | | | | 3,824 | | | | | | 3,577 | | | | | | 7 % | | |

| Total nominal payments volume(2) | | | $ | 4,007 | | | | | $ | 3,873 | | | | | 3 % | | | | | | $ | 4,707 | | | | | $ | 4,743 | | | | | (1 | | %) | | | | $ | 8,714 | | | | | $ | 8,616 | | | | | 1 % | | |

Our advanced transaction processing network, VisaNet, enables authorization, clearing and settlement of payment transactions and allows us to provide our financial institution and merchant clients a wide range of products, platforms and value added services.

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

*Coronavirus.* COVID-19 continues to have an impact globally.

While we have been actively monitoring the worldwide spread of COVID-19, the extent to which COVID-19 will ultimately impact our business remains difficult to predict.

We are taking a measured approach in bringing our employees back in the office and will continue to have most of our employees work remotely for the rest of 2020.

Revenues in the latter half of fiscal 2020 were impacted by declines in volumes and transactions as a result of COVID-19, although we are exiting the year with improved results and most countries had stable to positive year-over-year domestic spending growth in the fiscal fourth quarter.

Cross-border volume however, remained depressed, led by travel spending, as the majority of borders remain closed.

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Total operating expenses for fiscal 2020 were $7.8 billion on a GAAP basis, and decreased 3% over the prior year, driven by lower litigation provision and our overall cost reduction strategy, offset by higher personnel and depreciation and amortization from our ongoing investments in support of our strategy for future growth.

Starting in fiscal 2020, we revised our non-GAAP methodology to also exclude the impact of gains and losses on our equity investments, amortization of acquired intangible assets and acquisition-related costs for acquisitions that closed in fiscal 2019 and subsequent periods.

Prior year amounts have been restated to conform to our current presentation.

*•Charitable contributions*.

During fiscal 2018, we donated 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.

During fiscal 2018, in connection with the Tax 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.

*•Transition tax on foreign earnings.* During fiscal 2018, in connection with the Tax 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 estimate of approximately $1.1 billion.

| As reported | | | $ | 7,655 | | | | | $ | (148) | | | | | $ | 2,505 | | | | | 19.6 | | % | | | | $ | 10,301 | | | | | $ | 4.42 | |

| Charitable contribution | | | (195) | | | | | | (193) | | | | | | 51 | | | | | | | | | | | | (49) | | | | | | (0.02) | | |

| Litigation provision | | | (600) | | | | | | — | | | | | | 137 | | | | | | | | | | | | 463 | | | | | | 0.20 | | |

| Transition tax on foreign earnings | | | — | | | | | | — | | | | | | (1,147) | | | | | | | | | | | | 1,147 | | | | | | 0.49 | | |

| Non-GAAP | | | $ | 6,860 | | | | | $ | (439) | | | | | $ | 2,654 | | | | | 20.3 | | % | | | | $ | 10,656 | | | | | $ | 4.58 | |

*Release of preferred stock.* In September 2020, we released $7.3 billion of the as-converted value from our series B and C preferred stock (alternatively referred to as UK&I and Europe preferred stock, respectively) and issued 374,819 shares of series A preferred stock in connection with the first mandatory release assessment, as required by the litigation management deed entered into at the time of the Visa Europe acquisition.

*Senior notes.* In fiscal 2020, we issued fixed-rate senior notes in public offerings in an aggregate principal amount of $7.3 billion with maturities ranging between 7 and 30 years.

*Acquisition.* On January 13, 2020, we entered into a definitive agreement to acquire Plaid Inc. for $5.3 billion.

We will pay approximately $4.9 billion of cash and $0.4 billion of retention equity and deferred equity consideration.

On November 5, 2020, the U.S. Department of Justice filed a complaint in the U.S. District Court for the Northern District of California seeking a permanent injunction to prevent Visa from acquiring Plaid, alleging that the proposed acquisition would substantially lessen competition in violation of Section 7 of the Clayton Act and would constitute monopolization under Section 2 of the Sherman Act.

Visa intends to vigorously defend the lawsuit.

The decrease in nominal international payments volume of 1% for the 12 months ended June 30, 2020(1) was negatively impacted by the overall strengthening of the U.S. dollar.

On a constant-dollar basis, which excludes the impact of exchange rate movements, our international payments volume growth for the 12 months ended June 30, 2020 and 2019 was 2% and 9%, respectively.

Growth in processed transactions reflects the ongoing worldwide shift to electronic payments, partially offset by the impact of COVID-19.

| Consumer debit(3) | | | 1,851 | | | | | | 1,699 | | | | | | 9 | | % | | | | 1,974 | | | | | | 1,877 | | | | | | 5 | | % | | | | 3,824 | | | | | | 3,576 | | | | | | 7 | | % |

| Total nominal payments volume(2) | | | $ | 4,009 | | | | | $ | 3,873 | | | | | 4 | | % | | | | $ | 4,704 | | | | | $ | 4,742 | | | | | (1) | | % | | | | $ | 8,713 | | | | | $ | 8,615 | | | | | 1 | | % |

| Cash volume | | | 573 | | | | | | 573 | | | | | | — | | % | | | | 2,046 | | | | | | 2,261 | | | | | | (9) | | % | | | | 2,620 | | | | | | 2,834 | | | | | | (8) | | % |

| Total nominal volume(2),(5) | | | $ | 4,583 | | | | | $ | 4,447 | | | | | 3 | | % | | | | $ | 6,750 | | | | | $ | 7,003 | | | | | (4) | | % | | | | $ | 11,333 | | | | | $ | 11,450 | | | | | (1) | | % |

| | | | 2019 | | | | | | 2018 | | | | | | % Change(2) | | | | | | 2019 | | | | | | 2018 | | | | | | % Change(2) | | | | | | 2019 | | | | | | 2018 | | | | | | % Change(2) | | |

| Consumer credit | | | $ | 1,540 | | | | | $ | 1,441 | | | | | 7 | | % | | | | $ | 2,484 | | | | | $ | 2,455 | | | | | 1 | | % | | | | $ | 4,025 | | | | | $ | 3,897 | | | | | 3 | | % |

| Consumer debit(3) | | | 1,699 | | | | | | 1,521 | | | | | | 12 | | % | | | | 1,877 | | | | | | 1,792 | | | | | | 5 | | % | | | | 3,576 | | | | | | 3,313 | | | | | | 8 | | % |

| Commercial(4) | | | 634 | | | | | | 564 | | | | | | 12 | | % | | | | 381 | | | | | | 364 | | | | | | 5 | | % | | | | 1,015 | | | | | | 927 | | | | | | 9 | | % |

| Total nominal payments volume(2) | | | $ | 3,873 | | | | | $ | 3,526 | | | | | 10 | | % | | | | $ | 4,742 | | | | | $ | 4,611 | | | | | 3 | | % | | | | $ | 8,615 | | | | | $ | 8,137 | | | | | 6 | | % |

| Cash volume | | | 573 | | | | | | 563 | | | | | | 2 | | % | | | | 2,261 | | | | | | 2,437 | | | | | | (7) | | % | | | | 2,834 | | | | | | 3,000 | | | | | | (6) | | % |

| Total nominal volume(2),(5) | | | $ | 4,447 | | | | | $ | 4,089 | | | | | 9 | | % | | | | $ | 7,003 | | | | | $ | 7,048 | | | | | (1) | | % | | | | $ | 11,450 | | | | | $ | 11,137 | | | | | 3 | | % |

At September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: $3.9] [added: $2.7] billion and [removed: $3.1] [added: $3.9] billion, respectively.

The aggregate notional amount outstanding at September 30, [removed: 2020] [added: 2021] is fully consistent with our strategy and treasury policy aimed at reducing foreign exchange risk below a predetermined and approved threshold.

[removed: The] [added: At September 30, 2021, the] effect of a hypothetical 10% [removed: strengthening or] weakening in the value of the functional currencies [removed: at September 30, 2020] is estimated to create an additional fair value [removed: gain of approximately $210 million or] loss of approximately [removed: $260 million, respectively,] [added: $190 million] on our outstanding foreign currency forward contracts.

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

A hypothetical 10% change in the [removed: euro] [added: Euro] against the U.S. dollar compared to the exchange rate at September 30, [removed: 2020,] [added: 2021] would result in a foreign currency translation adjustment of [removed: $2.2] [added: $2.0] billion.

[removed: The] [added: At September 30, 2021 and 2020, the] fair value of our fixed-rate investment securities [removed: at September 30, 2020 and 2019] were [added: $5.5 billion and] $4.0 [added: billion, respectively, and the fair value of our adjustable-rate investment securities were $0.2] billion and [removed: $1.8] [added: $2.0] billion, respectively.

[removed: A] [added: At September 30, 2021, a] hypothetical 100 basis point increase in interest rates would create an estimated decrease in [added: the] fair value of [removed: approximately $3.5 million on] our investment securities [removed: at September 30, 2020.][added: of approximately $40 million.]

[removed: In fiscal 2019, we entered into] [added: We have] 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 [removed: euro] [added: U.S. dollar and Euro] denominated floating-rate payments.

A hypothetical 100 basis point increase in interest rates would have resulted in an increase of approximately [removed: $30] [added: $40] million in annual interest expense.

As of September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the carrying value of our non-marketable equity securities was [removed: $1.0] [added: $1.5] billion and [removed: $0.7] [added: $1.0] billion, respectively.

These investments are subject to a wide variety of market-related risks that could substantially reduce or increase the [removed: fair] [added: carrying] value of our holdings.

At September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] our U.S. defined benefit pension plan assets were [removed: $1.1] [added: $1.3] billion and [added: $1.1 billion, respectively, and] projected benefit obligations were $0.9 billion at each year end.

A material adverse decline in the value of pension plan assets and/or in the discount rate for benefit obligations would result in a decrease in the funded status of the pension [removed: plan,] [added: plans,] an increase in pension cost and an increase in required funding.

[removed: A] [added: As of September 30, 2021, a] hypothetical 10% decrease in the value of pension plan assets and a 1% decrease in the discount rate [removed: as of September 30, 2020] would result in an aggregate decrease of approximately [removed: $221] [added: $225] million in the funded status and an increase of approximately [removed: $44] [added: $26] million in pension cost.

At September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] our non-U.S. defined benefit pension plan assets were $0.5 billion at each year [removed: end] [added: end,] and projected benefit obligations were [removed: $0.6] [added: $0.5] billion and [removed: $0.5] [added: $0.6] billion, respectively.

[removed: A] [added: As of September 30, 2021, a] hypothetical 10% decrease in the value of pension plan assets and a 1% decrease in the discount rate [removed: as of September 30, 2020] would result in an aggregate decrease of approximately [removed: $194] [added: $166] million in the funded status and an increase of approximately [removed: $17] [added: $16] 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 plans for fiscal [removed: 2021,] [added: 2022,] if any, which would be made in September [removed: 2021.][added: 2022.]

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Any realized gains or losses resulting from such interest rate changes would only occur if we sold the investments prior to maturity.

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A material adverse decline in the value of pension plan assets and/or in the discount rate for benefit obligations would result in a decrease in the funded status of the pension plans, an increase in pension cost and an increase in required funding.

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Neither our statements of operations or cash flows have been, nor are they expected to be, materially impacted by a sudden change in market interest rates.

The fair value of our adjustable-rate debt securities were $2.0 billion and $4.6 billion at September 30, 2020 and 2019, respectively.

A hypothetical 100 basis point decrease in interest rates would create an estimated increase in fair value of approximately $7.2 million on our investment securities at September 30, 2020.

We facilitate [removed: digital payments] [added: global commerce and money movement] across more than 200 countries and territories among a global set of consumers, merchants, financial institutions, businesses, strategic partners and government entities through innovative technologies.

With new ways to pay, we have evolved into a global company that is a [removed: Trusted Engine] [added: trusted engine] of [removed: Commerce, providing] [added: commerce, working to provide] payment solutions for everyone, everywhere.

We are 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 facilitating any payment transaction, [removed: both on the Visa network and beyond.][added: using our network, other networks, or a combination of networks.]

- We facilitate secure, reliable and convenient transactions [removed: between] [added: among] financial institutions, merchants and consumers. We [removed: traditionally] have [added: traditionally] referred to this as the “four-party” model.

As the payments ecosystem continues to evolve, we have broadened this model to include digital banks, [added: digital] wallets and a range of financial technology companies (fintechs), governments and non-governmental [removed: organizations.][added: organizations (NGOs).]

We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through [removed: VisaNet.][added: VisaNet, our advanced transaction processing network.]

During fiscal year [removed: 2020,] [added: 2021,] we saw [removed: 204] [added: 232] billion payments and cash transactions with Visa’s brand, equating to an average of [removed: 559] [added: 637] million transactions [removed: a] [added: per] day.

Of the [removed: 204] [added: 232] billion total transactions, [removed: 141] [added: 165] billion were processed by Visa.

- We offer a wide range of Visa-branded payment products that our [removed: 15,400] [added: 15,100] financial institution clients use to develop and offer core business solutions, including credit, debit, prepaid and cash access programs for individual, business and government account holders.

During fiscal year [removed: 2020,] [added: 2021,] Visa’s total payments and cash volume was [removed: $11.3] [added: $13] trillion, and [removed: 3.5] [added: 3.7] billion credentials were available worldwide to be used at [removed: nearly 70 million] [added: more than 80 million(1)] merchant locations.

- We take an [removed: open,] [added: 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).

- We are accelerating the migration to digital payments and evolving Visa to be a “network of networks” to enable the movement of money [removed: on VisaNet and beyond.][added: through all available networks.]

Visa’s network of networks approach creates opportunities by facilitating person-to-person (P2P), business-to-consumer (B2C), business-to-business (B2B), business-to-small business (B2b) and government-to-consumer (G2C) [added: payments, in addition to consumer to business (C2B)] payments.

- We invest in and promote our brand to the benefit of our clients and partners through advertising, promotional and sponsorship initiatives with FIFA, the International Olympic Committee, the International Paralympic Committee and the National Football [removed: League,] [added: League (NFL),] among others.

FISCAL YEAR [removed: 2020] [added: 2021] KEY STATISTICS

[removed: ][added: ]

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

Net revenues consist of service revenues, data processing revenues, international transaction [removed: revenues,] [added: revenues] and other [removed: revenues] [added: revenues,] minus [removed: costs incurred under] client incentive [removed: arrangements.][added: arrangements we have with our clients.]

Visa earns revenue by facilitating [removed: payments] [added: money movement] across more than 200 countries and territories among a global set of consumers, merchants, financial institutions, businesses, strategic partners and government entities through innovative technologies.

[removed: ][added: ]

We do not issue cards, extend credit, or set rates and fees for account holders of Visa [removed: products.][added: products nor do we earn revenues from, or bear credit risk with respect to, any of these activities.]

In addition, we do not [removed: receive as revenue] [added: earn revenues from] the fees that merchants are charged [removed: directly for acceptance] by [removed: their acquirers.][added: acquirers for acceptance, including]

[removed: As we look] [added: We seek] to [removed: be a single point of connection for money movement globally, there are] [added: accelerate revenue growth in] three primary [removed: levers to that growth] [added: areas] — consumer payments, new flows and value added services.

[removed: Consumer] [added: Consumer] Payments

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

We are accelerating efforts to move approximately $18 [removed: trillion] [added: trillion(2)] in consumer spending still [removed: done] [added: exchanged] in cash and check to cards and digital [removed: credentials] [added: accounts] on [removed: the Visa network.][added: Visa’s network of networks.]

[removed: ][added: ]

[removed: Core Business][added: OUR CORE BUSINESS]

Credit: Credit cards and digital credentials [removed: are issued by Visa’s clients and] allow consumers and businesses to access credit to pay for goods and services.

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

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

[removed: (1)][added: ]

As we seek to improve the user experience in the face-to-face environment, [added: contactless payments or] tap to pay, which is tapping a contactless card or mobile device on a terminal to make a payment, has emerged as [removed: the] [added: a] preferred way to [removed: check out amongst] [added: pay among] consumers in many [removed: markets] [added: countries] around the world.

[removed: Acceptance][added: Acceptance Solutions]

To better serve fintechs, Visa has [removed: created] a suite of streamlined commercial programs and digital onboarding tools.

The program has [removed: grown 360% year-over-year and has] welcomed hundreds of fintechs who are actively engaged in the program.

With our startup engagement programs, the Visa Everywhere Initiative and the Inclusive Fintech 50, [removed: early stage] [added: early-stage] companies can build payment solutions based on our capabilities.

[removed: New] [added: New] Flows

New flows represent a $185 [removed: trillion] [added: trillion(3) volume] opportunity.

Visa’s network of networks approach creates opportunities to [removed: enable digital payments] [added: capture new sources of money movement through card and non-card flows] for consumers, businesses and governments around the world by facilitating P2P, B2C, B2B, B2b and G2C payments.

We offer products and solutions that facilitate secure, reliable and efficient money movement for all participants in the ecosystem.

We aim to provide a single connection point so that Visa clients can enable money movement for businesses, governments, and consumers regardless of which network is used to start or complete the transaction; ultimately, helping to unify a complex payments ecosystem.

- We provide value added services to our clients, including issuer solutions; acceptance solutions; risk and identity solutions; and advisory services.

(1) Data provided to Visa by acquiring institutions and other third parties.

[Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)

In an example of a typical Visa C2B payment transaction, the consumer purchases goods or services from a merchant using a Visa card or payment product.

The merchant presents the transaction data to an acquirer, usually a bank or third-party processing firm that supports acceptance of Visa cards or payment products, for verification and processing.

Through VisaNet, the acquirer presents the transaction data to Visa, which in turn contacts the issuer to check the account holder’s account or credit line for authorization.

After the transaction is authorized, the issuer effectively pays the acquirer an amount equal to the value of the transaction, minus the interchange reimbursement fee, and then posts the transaction to the consumer’s account.

The acquirer pays the amount of the purchase, minus the merchant discount rate (MDR), to the merchant.

Interchange reimbursement fees reflect the value merchants receive from accepting our products and play a key role in balancing the costs and benefits that account holders and merchants derive from participating in our payments networks.

Generally, interchange reimbursement fees are collected from acquirers and paid to issuers.

We establish default interchange reimbursement fees that apply absent other established settlement terms.

[Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)

the MDR.

Our acquiring clients are generally responsible for soliciting merchants as well as establishing and earning these fees.

Our net revenues in fiscal year 2021 consisted of the following:

[Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)

Visa’s strategy is to accelerate our revenue growth in consumer payments, new flows and value added services, and fortify the key foundations of our business model.


Core Products

(2) Estimate as of December 2018.

[Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)

Capabilities

We offer capabilities, tools and solutions that enable consumer payments and help our clients grow as digital commerce, new technologies and new participants continue to transform the payments ecosystem.

Some of our offerings include:

Tap to Pay

Tap to pay adoption is growing and many consumers have come to expect touchless payment experiences.

In addition, Visa continues to work with payments industry partners and governments to support raising contactless payment limits.

Globally we have more than 20 countries with more than 90 percent contactless penetration and nearly 70 countries where tap to pay is more than 50 percent of face-to-face transactions.

Excluding the United States, nearly 70 percent of face-to-face transactions globally were contactless.

In the U.S., Visa has more than 15 percent contactless penetration.

We have 400 million tap-to-pay-enabled Visa cards, and now three cities have above 25 percent face-to-face tap-to-pay penetration: New York, San Francisco and San Jose.

We have activated nearly 500 contactless public transport projects worldwide and have nearly 750 projects in our pipeline.

Tokenization

Visa Token Service (VTS) brings trust to digital commerce innovation.

As consumers increasingly rely on digital transactions, VTS is designed to enhance the digital ecosystem through improved authorization, reduced fraud and improved customer experience.

VTS helps protect digital transactions by replacing 16-digit Visa account numbers with a token protecting the underlying account information.

This security technology can work for a variety of payment transactions, both in the physical and online space.

The issuance of network tokens continues to accelerate.

It also creates a more inclusive ecosystem with products that could reach the under and unbanked populations.

- We provide value added services to our clients, including issuer and consumer solutions, merchant and acquirer solutions, fraud management and security services, data solutions, and consulting through Visa Consulting & Analytics.

[Table](#i5da09256dd9a42a6bab5fdd22d11dccc_7) [](#i5da09256dd9a42a6bab5fdd22d11dccc_7) [of Content](#i5da09256dd9a42a6bab5fdd22d11dccc_7)[s](#i5da09256dd9a42a6bab5fdd22d11dccc_7)

Revenue Details

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

That is the role of our financial institution clients.

We do not earn revenues from, or bear credit risk with respect to, interest or fees paid by account holders on Visa products.

Interchange reimbursement fees represent a transfer of value between the financial institutions participating in our payments network.

We administer the collection and remittance of interchange reimbursement fees through the settlement process, but we generally do not receive any revenue related to interchange reimbursement fees.

ACCELERATING OUR BUSINESS: FISCAL YEAR 2020 KEY FOCUS AREAS

Fiscal year 2020 and COVID-19 have brought unprecedented challenges and widespread economic and social change.

At the same time, the past fiscal year demonstrated the strength and resiliency of our strategy and the meaningful role we play at the center of the payments ecosystem.

It has also accelerated progress, including accelerating the shift to ecommerce and the demand for contactless payments, providing significant opportunities for Visa that are aligned with our strategy.

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

1.

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

Visa does not extend credit to account holders; however, we provide technology, authorization services, fraud tools and brand support that issuers use to enable their credit programs.

We also work with our clients on product design, consumer segmentation and consumer experience design to help them deliver products and services that match their customers’ needs.

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

Engagement

Ecommerce

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

In fiscal year 2020, due in part to the COVID-19 pandemic, there was a significant acceleration in the shift away from cash to digital forms of payment.

Ecommerce represents only about 14% of global retail spending, so there is still substantial opportunity for ecommerce growth.

We are helping to transform the digital checkout experience by adding more security and removing friction with the launch of Visa 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 paying online.

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

Consumers can click to pay with Visa with confidence when they see the Click to Pay icon, a stylized depiction of a fast forward icon, where Visa is accepted.

During fiscal year 2020, Click to Pay went live with select merchants and payment processors and platforms in the U.S., and was enabled in new geographies, including Australia, Canada, China, Colombia, Hong Kong, Malaysia, Mexico, New Zealand, Poland, Qatar, Singapore, South Africa, Ukraine, United Arab Emirates and the United Kingdom*.*

Tap to Pay

Contactless penetration grew to 43% of all face-to-face transactions around the world in fiscal year 2020.

In addition, Visa has worked with payments industry partners and governments to support raising contactless payments limits in markets around the world that require cardholder verification on tap to pay transactions.

More than 50 markets across Europe, the Middle East, Africa and Canada have taken this step to help more individuals utilize this way to pay in fiscal year 2020.

The U.S. is one of the most significant opportunities for growth in tap to pay.

Tap to pay awareness and adoption accelerated in the U.S. this year, and we expect that demand to continue to grow.

More than 70% of face-to-face transactions at checkout in the U.S. occur at a merchant that has the ability to accept contactless payments, and more than 80 of the top 100 merchants by transactions are enabled for tap to pay.

| | | | | | | | | |

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

| (1) The SRC payment icon is available for use in connection with implementations of the EMV® Secure Remote Commerce Specification. | | | | | | | | |

A key component of how we expand our business focuses on growing access and increasing acceptance of our products around the world.

For the fiscal year ended September 30, [removed: 2020][added: 2021]

[removed: ][added: ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.

[added: See the definitions of “large accelerated filer,”] “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 31, [removed: 2020,] [added: 2021,] the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $272.7] [added: $358.6] billion.

As of November [removed: 13, 2020,] [added: 10, 2021,] there were [removed: 1,692,383,762] [added: 1,669,730,762] 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: 10,684,539] [added: 10,099,892] shares outstanding of the registrant’s class C common stock, par value $0.0001 per share.

Portions of the Registrant’s Proxy Statement for the [removed: 2021] [added: 2022] 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: 2020.][added: 2021.]

| Item 1 | | | [removed: [Business](#i5da09256dd9a42a6bab5fdd22d11dccc_13)] [added: [Business](#ic63484b7eea54adab03167dc766debe1_13)] | | | [removed: [4](#i5da09256dd9a42a6bab5fdd22d11dccc_13)] [added: [4](#ic63484b7eea54adab03167dc766debe1_13)] | | |

| Item 1A | | | [Risk [removed: Factors](#i5da09256dd9a42a6bab5fdd22d11dccc_16)] [added: Factors](#ic63484b7eea54adab03167dc766debe1_16)] | | | [removed: [19](#i5da09256dd9a42a6bab5fdd22d11dccc_16)] [added: [17](#ic63484b7eea54adab03167dc766debe1_16)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i5da09256dd9a42a6bab5fdd22d11dccc_19)] [added: Comments](#ic63484b7eea54adab03167dc766debe1_19)] | | | [removed: [33](#i5da09256dd9a42a6bab5fdd22d11dccc_19)] [added: [30](#ic63484b7eea54adab03167dc766debe1_19)] | | |

| Item 2 | | | [removed: [Properties](#i5da09256dd9a42a6bab5fdd22d11dccc_22)] [added: [Properties](#ic63484b7eea54adab03167dc766debe1_22)] | | | [removed: [33](#i5da09256dd9a42a6bab5fdd22d11dccc_22)] [added: [30](#ic63484b7eea54adab03167dc766debe1_22)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i5da09256dd9a42a6bab5fdd22d11dccc_25)] [added: Proceedings](#ic63484b7eea54adab03167dc766debe1_25)] | | | [removed: [33](#i5da09256dd9a42a6bab5fdd22d11dccc_25)] [added: [30](#ic63484b7eea54adab03167dc766debe1_25)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i5da09256dd9a42a6bab5fdd22d11dccc_28)] [added: Disclosures](#ic63484b7eea54adab03167dc766debe1_28)] | | | [removed: [33](#i5da09256dd9a42a6bab5fdd22d11dccc_28)] [added: [30](#ic63484b7eea54adab03167dc766debe1_28)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5da09256dd9a42a6bab5fdd22d11dccc_34)] [added: Securities](#ic63484b7eea54adab03167dc766debe1_34)] | | | [removed: [34](#i5da09256dd9a42a6bab5fdd22d11dccc_34)] [added: [31](#ic63484b7eea54adab03167dc766debe1_34)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5da09256dd9a42a6bab5fdd22d11dccc_40)] [added: Operations](#ic63484b7eea54adab03167dc766debe1_40)] | | | [removed: [37](#i5da09256dd9a42a6bab5fdd22d11dccc_40)] [added: [33](#ic63484b7eea54adab03167dc766debe1_40)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5da09256dd9a42a6bab5fdd22d11dccc_73)] [added: Risk](#ic63484b7eea54adab03167dc766debe1_73)] | | | [removed: [52](#i5da09256dd9a42a6bab5fdd22d11dccc_73)] [added: [46](#ic63484b7eea54adab03167dc766debe1_73)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i5da09256dd9a42a6bab5fdd22d11dccc_76)] [added: Data](#ic63484b7eea54adab03167dc766debe1_76)] | | | [removed: [54](#i5da09256dd9a42a6bab5fdd22d11dccc_76)] [added: [49](#ic63484b7eea54adab03167dc766debe1_76)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5da09256dd9a42a6bab5fdd22d11dccc_202)] [added: Disclosure](#ic63484b7eea54adab03167dc766debe1_178)] | | | [removed: [112](#i5da09256dd9a42a6bab5fdd22d11dccc_202)] [added: [105](#ic63484b7eea54adab03167dc766debe1_178)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i5da09256dd9a42a6bab5fdd22d11dccc_205)] [added: Procedures](#ic63484b7eea54adab03167dc766debe1_181)] | | | [removed: [112](#i5da09256dd9a42a6bab5fdd22d11dccc_205)] [added: [105](#ic63484b7eea54adab03167dc766debe1_181)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5da09256dd9a42a6bab5fdd22d11dccc_214)] [added: Governance](#ic63484b7eea54adab03167dc766debe1_190)] | | | [removed: [113](#i5da09256dd9a42a6bab5fdd22d11dccc_214)] [added: [106](#ic63484b7eea54adab03167dc766debe1_190)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5da09256dd9a42a6bab5fdd22d11dccc_220)] [added: Matters](#ic63484b7eea54adab03167dc766debe1_196)] | | | [removed: [113](#i5da09256dd9a42a6bab5fdd22d11dccc_220)] [added: [106](#ic63484b7eea54adab03167dc766debe1_196)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5da09256dd9a42a6bab5fdd22d11dccc_223)] [added: Independence](#ic63484b7eea54adab03167dc766debe1_199)] | | | [removed: [113](#i5da09256dd9a42a6bab5fdd22d11dccc_223)] [added: [106](#ic63484b7eea54adab03167dc766debe1_199)] | | |

| Item 14 | | | [Principal Accounting Fees and [removed: Services](#i5da09256dd9a42a6bab5fdd22d11dccc_226)] [added: Services](#ic63484b7eea54adab03167dc766debe1_202)] | | | [removed: [113](#i5da09256dd9a42a6bab5fdd22d11dccc_226)] [added: [106](#ic63484b7eea54adab03167dc766debe1_202)] | | |

| Item 15 | | | [Exhibits, Financial Statement [removed: Schedules](#i5da09256dd9a42a6bab5fdd22d11dccc_232)] [added: Schedules](#ic63484b7eea54adab03167dc766debe1_208)] | | | [removed: [114](#i5da09256dd9a42a6bab5fdd22d11dccc_232)] [added: [107](#ic63484b7eea54adab03167dc766debe1_208)] | | |

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, the impact on our future financial position, results of operations, and cash flows as a result of the [added: ongoing effects of the] coronavirus [removed: (“COVID-19”);] [added: (“COVID-19”) pandemic, the measures taken in response, as well as the speed and strength of an economic recovery, including the reopening of borders and resumption of international travel;] prospects, developments, strategies and growth of our business; anticipated expansion of our products in certain countries; industry developments; anticipated [added: timing and] benefits of our acquisitions; expectations regarding litigation matters, investigations and proceedings; timing and amount of stock repurchases; sufficiency of sources of liquidity and funding; effectiveness of our risk management programs; and expectations regarding the impact of recent accounting pronouncements on our consolidated financial statements.

Forward-looking statements generally are identified by words such as [added: “anticipates,”] “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “could,” “should,” “will,” “continue” and other similar expressions.

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[Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)

| [PART I](#ic63484b7eea54adab03167dc766debe1_10) | | | | | | | | |

| [PART II](#ic63484b7eea54adab03167dc766debe1_31) | | | | | | | | |

| Item 6 | | | \[Reserved\] | | | [32](#ic63484b7eea54adab03167dc766debe1_37) | | |

| Item 9B | | | [Other Information](#ic63484b7eea54adab03167dc766debe1_184) | | | [105](#ic63484b7eea54adab03167dc766debe1_184) | | |

| [PART III](#ic63484b7eea54adab03167dc766debe1_187) | | | | | | | | |

| Item 11 | | | [Executive Compensation](#ic63484b7eea54adab03167dc766debe1_193) | | | [106](#ic63484b7eea54adab03167dc766debe1_193) | | |

| [PART IV](#ic63484b7eea54adab03167dc766debe1_205) | | | | | | | | |

[Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)

[Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)

[Table](#i5da09256dd9a42a6bab5fdd22d11dccc_7) [](#i5da09256dd9a42a6bab5fdd22d11dccc_7) [of Content](#i5da09256dd9a42a6bab5fdd22d11dccc_7)[s](#i5da09256dd9a42a6bab5fdd22d11dccc_7)

See the definitions of “large accelerated filer”

(Check one):

| [PART I](#i5da09256dd9a42a6bab5fdd22d11dccc_10) | | | | | | | | |

| [PART II](#i5da09256dd9a42a6bab5fdd22d11dccc_31) | | | | | | | | |

| Item 6 | | | [Selected Financial Data](#i5da09256dd9a42a6bab5fdd22d11dccc_37) | | | [36](#i5da09256dd9a42a6bab5fdd22d11dccc_37) | | |

| Item 9B | | | [Other Information](#i5da09256dd9a42a6bab5fdd22d11dccc_208) | | | [112](#i5da09256dd9a42a6bab5fdd22d11dccc_208) | | |

| [PART III](#i5da09256dd9a42a6bab5fdd22d11dccc_211) | | | | | | | | |

| Item 11 | | | [Executive Compensation](#i5da09256dd9a42a6bab5fdd22d11dccc_217) | | | [113](#i5da09256dd9a42a6bab5fdd22d11dccc_217) | | |

| [PART IV](#i5da09256dd9a42a6bab5fdd22d11dccc_229) | | | | | | | | |

[removed: In addition,] [added: At September 30, 2021,] we owned or leased [removed: a total of four] [added: 123 office locations in 77 countries around the world, including three] global processing centers located in the [removed: U.S., Singapore] [added: U.S.] and the United Kingdom.

At September 30, 2020, we owned or leased 125 offices in 78 countries around the world.

[Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)

[Table](#i5da09256dd9a42a6bab5fdd22d11dccc_7) [](#i5da09256dd9a42a6bab5fdd22d11dccc_7) [of Content](#i5da09256dd9a42a6bab5fdd22d11dccc_7)[s](#i5da09256dd9a42a6bab5fdd22d11dccc_7)

At November [removed: 13, 2020,] [added: 10, 2021,] we had [removed: 338] [added: 330] stockholders of record of our class A common stock.

[removed: There] [added: As of November 10, 2021, there] were [removed: 1,309] [added: 1,243] and [removed: 467] [added: 435] holders of record of our class B and C common stock, [removed: respectively, as of November 13, 2020.][added: respectively.]

On October [removed: 23, 2020,] [added: 22, 2021,] our board of directors declared a quarterly cash dividend of [removed: $0.32] [added: $0.375] per share of class A common stock (determined in the case of class B and C common stock and series A, B and C [added: convertible participating] preferred stock on an as-converted basis) payable on December [removed: 1, 2020,] [added: 7, 2021,] to holders of record as of November [removed: 13, 2020] [added: 12, 2021] of our common and preferred stock.

The table below [removed: sets forth] [added: presents] our purchases of common stock during the quarter ended September 30, [removed: 2020:][added: 2021:]

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Purchase Price per Share | | | | | | Total Number of Shares Purchased [removed: As] [added: as] Part of Publicly Announced Plans or [removed: Programs(1),(2)] [added: Programs(1)] | | | | | | Approximate Dollar Value of Shares [removed: That] [added: that] May Yet Be Purchased Under [removed: The] [added: the] Plans or [removed: Programs(1),(2)] [added: Programs(1)] | | |

The table below presents information as of September 30, [removed: 2020,] [added: 2021,] 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.

| | | | | | | (in millions, except [removed: per] weighted-average exercise price) | | | | | | | | | | | | | | | | | |

| Equity compensation plans approved by stockholders | | | | | | 12 | | | (1) | | | $ | [removed: 114.61] [added: 134.56] | | (2) | | | [removed: 155] [added: 113] | | | (3) | | |

[removed: (1)The] [added: (1)As of September 30, 2021, the] maximum number of shares issuable [removed: as of September 30, 2020] consisted of 6 million outstanding options, 5 million outstanding restricted stock units and 1 million outstanding performance shares under the EIP and less than 1 million outstanding purchase rights under the ESPP.

(3)As of September 30, [removed: 2020, 139] [added: 2021, 98] million shares and [removed: 16] [added: 15] million shares remain available for issuance under the EIP and the ESPP, respectively.

| July 1-31, 2021 | | | | | | 2 | | | | | | $ | 243.34 | | | | | 2 | | | | | | $ | 7,302 | |

| August 1-31, 2021 | | | | | | 6 | | | | | | $ | 233.92 | | | | | 6 | | | | | | $ | 5,942 | |

| September 1-30, 2021 | | | | | | 5 | | | | | | $ | 224.87 | | | | | 5 | | | | | | $ | 4,679 | |

| Total | | | | | | 13 | | | | | | $ | 231.33 | | | | | 13 | | | | | | | | |

See *Note 15—Stockholders’ Equity* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report for further discussion on our share repurchase programs.

[Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)

| July 1-31, 2020 | | | | | | 2 | | | | | | $ | 192.83 | | | | | 2 | | | | | | $ | 6,646 | |

| August 1-31, 2020 | | | | | | 2 | | | | | | $ | 195.97 | | | | | 2 | | | | | | $ | 6,153 | |

| September 1-30, 2020 | | | | | | 4 | | | | | | $ | 201.33 | | | | | 4 | | | | | | $ | 5,389 | |

| Total | | | | | | 8 | | | | | | $ | 197.73 | | | | | 8 | | | | | | | | |

(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 2020, our board of directors authorized a share repurchase program for $9.5 billion.

This authorization has no expiration date.

All share repurchase programs authorized prior to January 2020 have been completed.

[Table](#i5da09256dd9a42a6bab5fdd22d11dccc_7) [](#i5da09256dd9a42a6bab5fdd22d11dccc_7) [of Content](#i5da09256dd9a42a6bab5fdd22d11dccc_7)[s](#i5da09256dd9a42a6bab5fdd22d11dccc_7)

[Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)

The following tables present selected Visa Inc. financial data for the past five fiscal years.

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

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

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

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

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | |

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

| Statement of Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 21,846 | | | | | $ | 22,977 | | | | | $ | 20,609 | | | | | $ | 18,358 | | | | | $ | 15,082 | | | | |

| Operating expenses | | | $ | 7,765 | | | | | $ | 7,976 | | | | | $ | 7,655 | | | | | $ | 6,214 | | | | | $ | 7,199 | | (1) | | |

| Operating income | | | $ | 14,081 | | | | | $ | 15,001 | | | | | $ | 12,954 | | | | | $ | 12,144 | | | | | $ | 7,883 | | | | |

| Net income | | | $ | 10,866 | | (2) | | | $ | 12,080 | | | | | $ | 10,301 | | (3) | | | $ | 6,699 | | (4) | | | $ | 5,991 | | | | |

| Basic earnings per share—class A common stock | | | $ | 4.90 | | | | | $ | 5.32 | | | | | $ | 4.43 | | | | | $ | 2.80 | | | | | $ | 2.49 | | | | |

| Diluted earnings per share—class A common stock | | | $ | 4.89 | | | | | $ | 5.32 | | | | | $ | 4.42 | | | | | $ | 2.80 | | | | | $ | 2.48 | | | | |

| | | | September 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance Sheet: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 80,919 | | | | | $ | 72,574 | | | | | $ | 69,225 | | | | | $ | 67,977 | | | | | $ | 64,035 | | | | |

| Accrued litigation | | | $ | 914 | | | | | $ | 1,203 | | (5) | | | $ | 1,434 | | (5) | | | $ | 982 | | | | | $ | 981 | | | | |

| Long-term debt | | | $ | 21,071 | | (6) | | | $ | 16,729 | | | | | $ | 16,630 | | | | | $ | 16,618 | | (6) | | | $ | 15,882 | | (6) | | |

| Total equity | | | $ | 36,210 | | | | | $ | 34,684 | | | | | $ | 34,006 | | | | | $ | 32,760 | | | | | $ | 32,912 | | | | |

| Dividend declared and paid per common share | | | $ | 1.200 | | | | | $ | 1.000 | | | | | $ | 0.825 | | | | | $ | 0.660 | | | | | $ | 0.560 | | | | |

(1)During fiscal 2016, upon consummation of the Visa Europe acquisition, 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.

(2)During fiscal 2020, in connection with the UK enacted legislation, we remeasured our net deferred tax liabilities resulting in the recognition of a non-recurring, non-cash income tax expense of $329 million.

See *Note 19—Income Taxes* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

(3)During fiscal 2018, as a result of the U.S. tax reform legislation, our net income reflected a lower statutory tax rate, a non-recurring, non-cash income tax benefit of approximately $1.1 billion from the remeasurement of our deferred tax liabilities, and a one-time transition tax of approximately $1.1 billion.

(4)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.

(5)During fiscal 2019, related to the interchange multidistrict litigation, we made payments of $600 million, partially offset by an additional accrual of $370 million.

During fiscal 2018, pursuant to an amended settlement agreement that superseded the 2012 Settlement Agreement related to the interchange multidistrict litigation, we recorded an accrual of $600 million.

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* of this report.

(6)During fiscal 2020, 2017 and 2016, we issued fixed-rate senior notes in an aggregate principal amount of $7.3 billion, $2.5 billion and $16.0 billion, respectively.

See *Note 10—Debt* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

[Table](#i5da09256dd9a42a6bab5fdd22d11dccc_7) [](#i5da09256dd9a42a6bab5fdd22d11dccc_7) [of Content](#i5da09256dd9a42a6bab5fdd22d11dccc_7)[s](#i5da09256dd9a42a6bab5fdd22d11dccc_7)

| As of September 30, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and for the years ended September 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i5da09256dd9a42a6bab5fdd22d11dccc_79)] [added: Firm](#ic63484b7eea54adab03167dc766debe1_79)] | | | [removed: [55](#i5da09256dd9a42a6bab5fdd22d11dccc_79)] [added: [50](#ic63484b7eea54adab03167dc766debe1_79)] | | |

| [Consolidated Balance [removed: Sheets](#i5da09256dd9a42a6bab5fdd22d11dccc_82)] [added: Sheets](#ic63484b7eea54adab03167dc766debe1_82)] | | | [removed: [58](#i5da09256dd9a42a6bab5fdd22d11dccc_82)] [added: [53](#ic63484b7eea54adab03167dc766debe1_82)] | | |

| [Consolidated Statements of [removed: Operations](#i5da09256dd9a42a6bab5fdd22d11dccc_88)] [added: Operations](#ic63484b7eea54adab03167dc766debe1_88)] | | | [removed: [59](#i5da09256dd9a42a6bab5fdd22d11dccc_88)] [added: [54](#ic63484b7eea54adab03167dc766debe1_88)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i5da09256dd9a42a6bab5fdd22d11dccc_91)] [added: Income](#ic63484b7eea54adab03167dc766debe1_91)] | | | [removed: [60](#i5da09256dd9a42a6bab5fdd22d11dccc_91)] [added: [55](#ic63484b7eea54adab03167dc766debe1_91)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i5da09256dd9a42a6bab5fdd22d11dccc_94)] [added: Equity](#ic63484b7eea54adab03167dc766debe1_94)] | | | [removed: [61](#i5da09256dd9a42a6bab5fdd22d11dccc_94)] [added: [56](#ic63484b7eea54adab03167dc766debe1_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5da09256dd9a42a6bab5fdd22d11dccc_100)] [added: Flows](#ic63484b7eea54adab03167dc766debe1_97)] | | | [removed: [64](#i5da09256dd9a42a6bab5fdd22d11dccc_100)] [added: [59](#ic63484b7eea54adab03167dc766debe1_97)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i5da09256dd9a42a6bab5fdd22d11dccc_103)] [added: Statements](#ic63484b7eea54adab03167dc766debe1_100)] | | | [removed: [65](#i5da09256dd9a42a6bab5fdd22d11dccc_103)] [added: [60](#ic63484b7eea54adab03167dc766debe1_100)] | | |

To the Stockholders and [added: the] Board of Directors

We have audited the accompanying consolidated balance sheets of Visa Inc. and subsidiaries (the Company) as of September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020] [added: 2021,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of September 30, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2020] [added: 2021] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in [removed: Note] [added: Notes 5 and] 20 to the consolidated financial statements, the Company is involved in various legal proceedings including the *Interchange Multidistrict Litigation (MDL) [removed: -] [added: –] Individual Merchant [removed: Actions*,] [added: Actions,*] and has recorded an accrued litigation liability of [removed: $914] [added: $881] million as of September 30, [removed: 2020.][added: 2021.]

We identified the assessment of the accrued liability for class [removed: matters] [added: members] opting out of the Damages Class settlement, also known as the *MDL [removed: -] [added: –] Individual Merchant [removed: Actions,*] [added: Actions*,] as a critical audit matter.

The assessment of the accrued litigation liability for the *MDL [removed: -] [added: –] Individual Merchant Actions* required especially challenging auditor judgment due to the assumptions and [removed: estimates] [added: estimation] associated with the consideration and evaluation of possible outcomes.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s litigation accrual [removed: process, including internal controls over the Company’s litigation accrual] process for the *MDL [removed: -] [added: –] Individual Merchant Actions*.

We assessed the amounts accrued by reading letters received directly from the Company’s external legal counsel and in-house legal counsel that discussed the Company’s legal matters, including the *MDL [removed: -] [added: –] Individual Merchant Actions*.

We considered relevant publicly available information, such as published news [removed: articles,] [added: articles] about the Company and its legal matters, including the *MDL [removed: -] [added: –] Individual Merchant Actions*.

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

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

| Cash and cash equivalents | | | $ | [removed: 16,289] [added: 16,487] | | | | | $ | [removed: 7,838] [added: 16,289] | |

| Restricted cash equivalents—U.S. litigation escrow | | | [removed: 901] [added: 894] | | | | | | [removed: 1,205] [added: 901] | | |

| Investment securities | | | [removed: 3,752] [added: 2,025] | | | | | | [removed: 4,236] [added: 3,752] | | |

| Settlement receivable | | | [removed: 1,264] [added: 1,758] | | | | | | [removed: 3,048] [added: 1,264] | | |

| Accounts receivable | | | [removed: 1,618] [added: 1,968] | | | | | | [removed: 1,542] [added: 1,618] | | |

| Customer collateral | | | [removed: 1,850] [added: 2,260] | | | | | | [removed: 1,648] [added: 1,850] | | |

| Current portion of client incentives | | | [removed: 1,214] [added: 1,359] | | | | | | [removed: 741] [added: 1,214] | | |

| Prepaid expenses and other current assets | | | [removed: 757] [added: 856] | | | | | | [removed: 712] [added: 757] | | |

| Total current assets | | | [removed: 27,645] [added: 27,607] | | | | | | [removed: 20,970] [added: 27,645] | | |

| Investment securities | | | [removed: 231] [added: 1,705] | | | | | | [removed: 2,157] [added: 231] | | |

| Client incentives | | | [removed: 3,175] [added: 3,245] | | | | | | [removed: 2,084] [added: 3,175] | | |

| Property, equipment and technology, net | | | [removed: 2,737] [added: 2,715] | | | | | | [removed: 2,695] [added: 2,737] | | |

| [removed: Goodwill] [added: Goodwill, beginning of period] | | | [added: $ |] 15,910 | | | | | [added: $] | 15,656 | | [removed: |]

| Intangible assets, net | | | [removed: 27,808] [added: 27,664] | | | | | | [removed: 26,780] [added: 27,808] | | |

| Other assets | | | [removed: 3,413] [added: 4,002] | | | | | | [removed: 2,232] [added: 3,413] | | |

| Total assets | | | $ | [removed: 80,919] [added: 82,896] | | | | | $ | [removed: 72,574] [added: 80,919] | |

| Accounts payable | | | $ | [removed: 174] [added: 266] | | | | | $ | [removed: 156] [added: 174] | |

| Settlement payable | | | [removed: 1,736] [added: 2,443] | | | | | | [removed: 3,990] [added: 1,736] | | |

| Accrued compensation and benefits | | | [removed: 821] [added: 1,211] | | | | | | [removed: 796] [added: 821] | | |

| | | | 2021 | | | | | | 2020 | | |

| Goodwill | | | 15,958 | | | | | | 15,910 | | |

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

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

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

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

| Conversion of series A preferred stock upon sales into public market | | | — | | | (1) | | | | | | | | | | | | | | | 28 | | | | | | | | | | | | | | | | | | (1,951) | | | | | | | | | | | | | | | | | | 1,951 | | | | | | | | | | | | | | | | | | — | | |

| Repurchase of class A common stock | | | | | | | | | | | | | | | | | | | | | (40) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (423) | | | | | | (8,253) | | | | | | | | | | | | (8,676) | | |

| Balance as of September 30, 2021 | | | — | | | (1) | | | 2 | | | | | | 3 | | | | | | 1,677 | | | | | | 245 | | | | | | 10 | | | | | | $ | 3,080 | | | | | | | | | | | $ | (133) | | | | | $ | 18,855 | | | | | $ | 15,351 | | | | | $ | 436 | | | | | $ | 37,589 | |

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

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

| Adoption of new accounting standards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25 | | | | | | (25) | | | | | | — | | |

| Balance as of September 30, 2020 | | | — | | | (1) | | | 2 | | | | | | 3 | | | | | | 1,683 | | | | | | 245 | | | | | | 11 | | | | | | $ | 5,086 | | | | | | | | | | | $ | (39) | | | | | $ | 16,721 | | | | | $ | 14,088 | | | | | $ | 354 | | | | | $ | 36,210 | |

| Net income | | | $ | 12,311 | | | | | $ | 10,866 | | | | | $ | 12,080 | |

| (Gains) losses on equity investments, net | | | (712) | | | | | | (101) | | | | | | (131) | | |

| Other | | | (109) | | | | | | (44) | | | | | | (140) | | |

Visa and its wholly-owned consolidated subsidiaries operate one of the world’s largest electronic payments network — VisaNet — which facilitates authorization, clearing and settlement of payment transactions and enables the Company to offer products and solutions that facilitate secure, reliable and efficient money movement for all participants in the ecosystem.

These estimates may change as new events occur and additional information is obtained, and will be recognized in the consolidated financial statements in the period in which such changes occur.

As the effects of an evolving coronavirus (“COVID-19”) pandemic continues, much remains uncertain.

Certain non-financial assets such as goodwill, intangible assets and property, equipment and technology are measured at cost and only recognized at fair value if they are deemed to be impaired.

These

September 30, 2021

If the Company identifies that the decline in fair value has resulted from credit losses, the credit loss component is recognized as an allowance on the balance sheet and in non-operating income (expense) on the consolidated statements of operations.

The non-credit loss component remains in accumulated other comprehensive income (loss) until realized from a sale or subsequent impairment.

September 30, 2021

The Company estimates expected credit losses and recognizes an allowance for those credit losses related to its settlement indemnification obligations.

September 30, 2021

September 30, 2021

taxes, from other value added services, including issuer solutions, acceptance solutions, risk and identity solutions and advisory services, as these value added services are performed.

September 30, 2021

The Company also holds interest rate and cross-currency swap agreements on a portion of the outstanding senior notes that allows the Company to manage its interest rate exposure through a combination of fixed and floating rates and reduce the overall cost of borrowing.

Amounts

September 30, 2021

Cash flows associated with a cash flow hedge are classified as an operating activity on the consolidated statement of cash flows.

Subsequently, the FASB also issued amendments to this standard.

In January 2017, the FASB issued ASU 2017-04, which simplifies the accounting for goodwill impairments by eliminating Step 2 from the goodwill impairment test.

An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, which is Step 1 of the goodwill impairment test.

An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

The Company adopted the standard effective October 1, 2020 on a prospective basis.

The adoption had no impact on the consolidated financial statements.

VISA INC.

| | | | | | |

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

*Changes in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for revenue from contracts with customers in the year ended September 30, 2019 due to the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2014-09 “Revenue from Contracts with Customers (Topic 606)”.

November 19, 2020

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

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

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

| Balance as of September 30, 2017 | | | 2 | | | | | | 3 | | | | | | 1,818 | | | | | | 245 | | | | | | 13 | | | | | | $ | 5,526 | | | | | | | | | | | $ | (52) | | | | | $ | 16,900 | | | | | $ | 9,508 | | | | | $ | 878 | | | | | $ | 32,760 | |

| Balance as of September 30, 2018 | | | 2 | | | | | | 3 | | | | | | 1,768 | | | | | | 245 | | | | | | 12 | | | | | | $ | 5,470 | | | | | | | | | | | $ | (7) | | | | | $ | 16,678 | | | | | $ | 11,318 | | | | | $ | 547 | | | | | $ | 34,006 | |

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

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

| Other | | | (145) | | | | | | (271) | | | | | | (64) | | |

| Charitable contribution of investment securities to Visa Foundation | | | $ | — | | | | | $ | — | | | | | $ | 195 | |

Visa and its wholly-owned consolidated subsidiaries, including Visa U.S.A. Inc. (“Visa U.S.A.”), Visa International Service Association (“Visa International”), Visa Worldwide Pte.

Limited, Visa Europe Limited (“Visa Europe”), Visa Canada Corporation (“Visa Canada”), Visa Technology & Operations LLC and CyberSource Corporation, operate one of the world’s largest electronic payments network — VisaNet — which facilitates authorization, clearing and settlement of payment transactions and enables the Company to provide its financial institution and seller clients a wide range of products, platforms and value added services.

The worldwide spread of coronavirus (“COVID-19”) has created significant uncertainty in the global economy.

Interest and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company does not include renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement.

No recent events or changes in circumstances indicate that impairment existed as of September 30, 2020.

The Company adopted Accounting Standards Update (ASU) 2014-09 effective October 1, 2018 using the modified retrospective transition method.

Results for reporting periods beginning after October 1, 2018 are presented under the new revenue standard.

The comparative prior period amounts appearing on the financial statements have not been restated and continue to be reported under the prior revenue standard.

management and security services, data products, and consulting and analytics, as these value added services are performed.

These incentives are primarily accounted for as reductions to revenues.

To qualify for cash flow hedge accounting treatment, the Company formally documents, at inception of the hedge, all relationships between the hedging transactions and the hedged items, as well as the Company’s risk management objective and strategy for undertaking various hedging transactions.

The Company also formally assesses whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items and whether those derivatives may be expected to remain highly effective in future periods.

In February 2016, the FASB issued ASU 2016-02, which requires the recognition of lease assets and lease liabilities arising from operating leases on the balance sheet.

Subsequently, the FASB also issued a series of amendments to this new lease standard that address the transition methods available and clarify the guidance for lessor costs and other aspects of the new lease standard.

The Company elected to apply the package of practical expedients permitted under the transition guidance, allowing the Company to carry forward the historical assessment of whether a contract was or contains a lease, lease classification and capitalization of initial direct costs.

In February 2018, the FASB issued ASU 2018-02, which allows a reclassification from accumulated other comprehensive income to retained earnings for adjustments to tax effects that were originally recorded in other comprehensive income due to changes in the U.S. federal corporate income tax rate resulting from the enactment of the U.S. tax reform legislation on December 22, 2017, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”).

The Company is evaluating the impact ASU 2016-13 will have on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements.

The amendments in the ASU are effective for the Company on October 1, 2021.

The Company does not plan to early adopt the ASU at this time.

In January 2020, the FASB issued ASU 2020-01, which clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative.

In March 2020, the FASB issued ASU 2020-04, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, [removed: 2020,] [added: 2021,] our disclosure controls and procedures were effective at the reasonable assurance level.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2020.][added: 2021.]

Based on management’s assessment, management has concluded that the Company’s internal control over financial reporting was effective as of September 30, [removed: 2020] [added: 2021] using the criteria set forth in Internal Control*—*Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

The effectiveness of our internal control over financial reporting as of September 30, [removed: 2020,] [added: 2021,] has been audited by KPMG LLP, an independent registered public accounting firm and is included in *Item 8* of this report.

There have been no significant changes in our internal controls over financial reporting that occurred during our fourth quarter of fiscal [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial [removed: reporting despite most of our staff working remotely due to the COVID-19 pandemic.][added: reporting.]

Certain information required by Part III is omitted from this Report and the Company will file a definitive proxy statement pursuant to Regulation 14A under the Exchange Act (the “Proxy Statement”) not later than 120 days after the end of the fiscal year ended September 30, [removed: 2020,] [added: 2021,] and certain information included therein is incorporated herein by reference.

Our Code of Business Conduct and Ethics that is applicable to our directors, executive officers, senior financial officers, as well as our employees and contractors and our Corporate Governance Guidelines are available on the Investor Relations page of our website at http://investor.visa.com, under “Corporate Governance.” Printed copies of these documents are also available to stockholders without charge upon written request directed to Corporate Secretary, Visa Inc., P.O. Box 193243, San Francisco, California [removed: 94119.][added: 94119 or corporatesecretary@visa.com.]

| 3.1 | | | | | | [removed: Sixth Amended and] [added: Seventh] Restated Certificate of Incorporation of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312515024600/d859996dex32.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000005/seventhrestatedcertifica.htm)] | | | | | | [removed: 1/29/2015] [added: 1/27/2021] | | |

| [removed: 3.2] [added: 4.19] | | | | | | Certificate of [removed: Correction of the Certificate] [added: Designations] of [removed: Incorporation] [added: Series B Convertible Participating Preferred Stock] of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312515070363/d880154dex31.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex32.htm)] | | | | | | [removed: 2/27/2015] [added: 6/21/2016] | | |

| [removed: 3.3] [added: 3.2] | | | | | | Amended and Restated Bylaws of Visa Inc. | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-33977 | | | | | | [removed: [3](http://www.sec.gov/Archives/edgar/data/1403161/000140316120000048/vex3372120.htm)[.3](http://www.sec.gov/Archives/edgar/data/1403161/000140316120000048/vex3372120.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000005/amendedandrestatedbylaws.htm)] | | | | | | [removed: 7/31/2020] [added: 1/27/2021] | | |

| [removed: 4.5] [added: 4.7] | | | | | | Form of [removed: 2.200%] [added: 3.150%] Senior Note due [removed: 2020] [added: 2025] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex43.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex45.htm)] | | | | | | 12/14/2015 | | |

| [removed: 4.6] [added: 4.5] | | | | | | Form of 2.150% Senior Note due 2022 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex41.htm) | | | | | | 9/11/2017 | | |

| [removed: 4.7] [added: 4.6] | | | | | | Form of 2.800% Senior Note due 2022 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.4](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex44.htm) | | | | | | 12/14/2015 | | |

| [removed: 4.8] [added: 4.13] | | | | | | Form of [removed: 3.150%] [added: 4.150%] Senior Note due [removed: 2025] [added: 2035] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex45.htm)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex46.htm)] | | | | | | 12/14/2015 | | |

| [removed: 4.9] [added: 4.8] | | | | | | Form of 0.750% Senior Note due 2027 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex41.htm) | | | | | | 8/17/2020 | | |

| [removed: 4.10] [added: 4.9] | | | | | | Form of 1.900% Senior Note due 2027 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex41.htm) | | | | | | 4/2/2020 | | |

| [removed: 4.11] [added: 4.10] | | | | | | Form of 2.750% Senior Note due 2027 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex42.htm) | | | | | | 9/11/2017 | | |

| [removed: 4.12] [added: 4.11] | | | | | | Form of 2.050% Senior Note due 2030 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex42.htm) | | | | | | 4/2/2020 | | |

| [removed: 4.13] [added: 4.12] | | | | | | Form of 1.100% Senior Note due 2031 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex42.htm) | | | | | | 8/17/2020 | | |

| 4.14 | | | | | | Form of [removed: 4.150%] [added: 2.700%] Senior Note due [removed: 2035] [added: 2040] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex46.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex43.htm)] | | | | | | [removed: 12/14/2015] [added: 4/2/2020] | | |

| [removed: 4.15] [added: 4.17] | | | | | | Form of [removed: 2.700%] [added: 2.000%] Senior Note due [removed: 2040] [added: 2050] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex43.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex43.htm)] | | | | | | [removed: 4/2/2020] [added: 8/17/2020] | | |

| [removed: 4.16] [added: 4.15] | | | | | | Form of 4.300% Senior Note due 2045 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.7](https://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex47.htm) | | | | | | 12/14/2015 | | |

| [removed: 4.17] [added: 4.16] | | | | | | Form of 3.650% Senior Note due 2047 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex43.htm) | | | | | | 9/11/2017 | | |

| [removed: 4.19] [added: 4.18] | | | | | | Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [3.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex31.htm) | | | | | | 6/21/2016 | | |

| 4.20 | | | | | | Certificate of Designations of Series [removed: B] [added: C] Convertible Participating Preferred Stock of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex32.htm)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex33.htm)] | | | | | | 6/21/2016 | | |

| 10.22* | | | | | | Visa Inc. 2007 Equity Incentive Compensation Plan, [removed: as] amended and restated as of [removed: February 3, 2016] [added: January 26, 2021] | | | | | | [removed: DEFA 14A] [added: 8-K] | | | | | | 001-33977 | | | | | | [removed: [Annex A](http://www.sec.gov/Archives/edgar/data/1403161/000119312516426980/d119459ddefa14a.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000005/a2007equityincentivecomp.htm)] | | | | | | [removed: 1/12/2016] [added: 1/27/2021] | | |

| 10.33* | | | | | | Form of [removed: Alternate] Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, [removed: 2014] [added: 2015] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-33977 | | | | | | [removed: [10.45](http://www.sec.gov/Archives/edgar/data/1403161/000140316114000017/vex1045093014.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316116000015/vex101123115.htm)] | | | | | | [removed: 11/21/2014] [added: 1/28/2016] | | |

| [removed: 10.34*] [added: [10.34+](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000060/vex103493021.htm)] | | | | | | Form of [added: Alternate] Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2015 | | | | | | [removed: 10-Q] | | | | | | [removed: 001-33977] | | | | | | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316116000015/vex101123115.htm)] | | | | | | [removed: 1/28/2016] | | |

| 10.35* | | | | | | Form of Visa Inc. 2007 Equity Incentive Compensation Plan [added: Director] Restricted Stock Unit Award Agreement for awards granted after November 1, [removed: 2015] [added: 2018] | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1403161/000140316116000015/vex102123115.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex101123118.htm)] | | | | | | [removed: 1/28/2016] [added: 1/31/2019] | | |

| [removed: 10.36*] [added: 10.41*] | | | | | | Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, [removed: 2015] [added: 2018] | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1403161/000140316116000015/vex103123115.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex107123118.htm)] | | | | | | [removed: 1/28/2016] [added: 1/31/2019] | | |

| [removed: 10.37*] [added: 10.39*] | | | | | | Form of Visa Inc. 2007 Equity Incentive Compensation Plan [removed: Director] Restricted Stock Unit Award Agreement for awards granted after November 1, 2018 | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex101123118.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex105123118.htm)] | | | | | | 1/31/2019 | | |

| [removed: 10.38*] [added: 10.36*] | | | | | | Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 2018 | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [10.2](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex102123118.htm) | | | | | | 1/31/2019 | | |

| [removed: 10.39*] [added: 10.37*] | | | | | | Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO for awards granted after November 1, 2018 | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [10.3](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex103123118.htm) | | | | | | 1/31/2019 | | |

| [removed: 10.40*] [added: 10.38*] | | | | | | Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2018 | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [10.4](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex104123118.htm) | | | | | | 1/31/2019 | | |

| [removed: 10.41*] [added: 10.40*] | | | | | | Form of Visa Inc. 2007 Equity Incentive Compensation Plan [removed: Restricted] Stock [removed: Unit] [added: Option] Award Agreement for awards granted after November 1, 2018 | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex105123118.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex106123118.htm)] | | | | | | 1/31/2019 | | |

| [removed: 10.42*] [added: 10.43*] | | | | | | Form of Visa Inc. 2007 Equity Incentive Compensation Plan [added: Director Restricted] Stock [removed: Option] [added: Unit] Award Agreement for awards granted after November 1, [removed: 2018] [added: 2017] | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex106123118.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316118000009/vex101123117.htm)] | | | | | | [removed: 1/31/2019] [added: 2/1/2018] | | |

| [removed: 10.43*] [added: [10.44+](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000060/vex104493021.htm)] | | | | | | Form of Visa Inc. 2007 Equity Incentive Compensation Plan [removed: Performance Share] [added: Director Restricted Stock Unit] Award Agreement for awards granted after [removed: November] [added: January] 1, [removed: 2018] [added: 2021] | | | | | | [removed: 10-Q] | | | | | | [removed: 001-33977] | | | | | | [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000005/vex107123118.htm)] | | | | | | [removed: 1/31/2019] | | |

| [removed: 10.44*] [added: 10.42*] | | | | | | Form of Letter Agreement relating to Visa Inc. Executive Severance Plan | | | | | | 8-K | | | | | | 001-33977 | | | | | | [10.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312510254164/dex102.htm) | | | | | | 11/9/2010 | | |

| [removed: [10.46+](https://www.sec.gov/Archives/edgar/data/1403161/000140316120000070/vex1046093020.htm)] [added: 10.45*] | | | | | | Offer Letter, dated July 18, 2019, between Visa Inc. and Paul D. Fabara | | | | | | [added: 10-K] | | | | | | [added: 001-33977] | | | | | | [added: [10.46](https://www.sec.gov/Archives/edgar/data/1403161/000140316120000070/vex1046093020.htm)] | | | | | | [added: 11/19/2020] | | |

| [removed: 10.47*] [added: 10.46*] | | | | | | Amended and Restated Aircraft Time Sharing Agreement, effective November 1, 2019, between Visa Inc. and Alfred F. Kelly, Jr. | | | | | | 10-K | | | | | | 001-33977 | | | | | | [10.48](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000050/vex1048093019.htm) | | | | | | 11/13/2019 | | |

| [removed: [21.1+](https://www.sec.gov/Archives/edgar/data/1403161/000140316120000070/vex211093020.htm)] [added: [21.1+](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000060/vex211093021.htm)] | | | | | | List of Significant Subsidiaries of Visa Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [23.1+](https://www.sec.gov/Archives/edgar/data/1403161/000140316120000070/vex231093020.htm)] [added: [23.1+](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000060/vex231093021.htm)] | | | | | | Consent of KPMG LLP, Independent Registered Public Accounting Firm | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: [32.1+](https://www.sec.gov/Archives/edgar/data/1403161/000140316120000070/vex321093020.htm)] [added: [32.1+](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000060/vex321093021.htm)] | | | | | | [added: Section 1350] Certification of [removed: the Chief] [added: Principal] Executive [added: and Financial] Officer [removed: pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 101.SCH] [added: 101.SCH+] | | | | | | [added: Inline] XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 101.CAL] [added: 101.CAL+] | | | | | | [added: Inline] XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 101.DEF] [added: 101.DEF+] | | | | | | [added: Inline] XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 101.LAB] [added: 101.LAB+] | | | | | | [added: Inline] XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [4.21+](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000060/vex421093021.htm) | | | | | | Description of Securities | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [31.1+](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000060/vex311093021.htm) | | | | | | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [31.2+](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000060/vex312093021.htm) | | | | | | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 101.INS+ | | | | | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 104+ | | | | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| /s/ Linda J. Rendle | | | | | | Director | | | | | | November 18, 2021 | | |

| Linda J. Rendle | | | | | | | | | | | | | | |

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

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

| 4.18 | | | | | | Form of 2.000% Senior Note due 2050 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex43.htm) | | | | | | 8/17/2020 | | |

| 4.21 | | | | | | Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [3.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex33.htm) | | | | | | 6/21/2016 | | |

| 4.22 | | | | | | Description of Securities | | | | | | 10-K | | | | | | 001-33977 | | | | | | [4.16](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000050/vex416093019.htm) | | | | | | 11/13/2019 | | |

| 10.45* | | | | | | Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2017 | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316118000009/vex101123117.htm) | | | | | | 2/1/2018 | | |

| [31.1+](https://www.sec.gov/Archives/edgar/data/1403161/000140316120000070/vex311093020.htm) | | | | | | 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+](https://www.sec.gov/Archives/edgar/data/1403161/000140316120000070/vex312093020.htm) | | | | | | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [32.2+](https://www.sec.gov/Archives/edgar/data/1403161/000140316120000070/vex322093020.htm) | | | | | | 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.INS | | | | | | XBRL Instance Document | | | | | | | | | | | | | | | | | | | | | | | | | | |