Visa (V) 10-K risk factor changes: FY2022 vs FY2021

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; [added: and] require us to make our technology or intellectual property available to third parties, including competitors, in an undesirable [removed: manner; and reduce our revenue opportunities.][added: manner.]

Complying with these and other regulations increases our costs and [removed: could reduce] [added: reduces] our revenue opportunities.

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

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, money transfer services, privacy and sanctions, and we continually [removed: enhance] [added: adjust] our compliance programs as regulations evolve.

Furthermore, the evolving and increased regulatory focus on the payments industry could negatively impact or reduce the number of Visa products our clients issue, the volume of payments we process, our revenues, our brands, our competitive positioning, our ability to use our intellectual property to differentiate our products and services, the quality and types of products and services we offer, the countries in which our products are used, and the types of consumers and merchants who can obtain or accept our products, all of which could harm our [removed: business.][added: business and financial results.]

Interchange reimbursement fees, certain operating rules and related practices continue to be subject to increased government regulation globally, and regulatory authorities and central banks in a number of jurisdictions have reviewed or are reviewing these fees, [removed: rules,] [added: rules] and practices.

[removed: For example, regulations] [added: - Regulations] adopted by the U.S. Federal Reserve cap the maximum U.S. debit interchange reimbursement rate received by large financial institutions at 21 cents plus 5 basis points per transaction, plus a possible fraud adjustment of 1 cent.

[removed: Earlier this year,] [added: In October 2022,] the Federal Reserve [removed: issued] [added: published] a [removed: notice of proposed rulemaking that would, among other things, require] [added: final rule effectively requiring] issuers to ensure that at least two [added: unaffiliated] networks are available for routing card not present debit [removed: transactions.][added: transactions by July 1, 2023.]

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 [added: into certain incentive and growth agreements with issuers.]

[removed: [Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)][added: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)]

In [removed: addition, there continues to be interest in further regulation of interchange fees and routing practices by members of Congress and state legislators in] [added: Europe,] the [removed: 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).

We believe some issuers may react to such regulations by charging new or higher fees, or reducing certain benefits to [removed: consumers, which make our products less appealing to consumers.]

In addition, in an effort to reduce the expense of their payment programs, some issuers and acquirers have obtained, and may continue to obtain, incentives from us, including reductions in the fees that we charge, which [removed: may] directly [removed: impact] [added: impacts] our revenues.

[removed: For example, many] [added: - Many] governments including, but not limited to governments in [removed: India] [added: India, Costa Rica] and Turkey are using regulation to further drive down MDR, which could negatively affect the economics of our transactions.

[removed: Some] [added: Also, some] countries in Latin America, like [removed: Peru] [added: Peru, Argentina] and [removed: Chile] [added: Chile,] are [added: also] relying on antitrust-driven regulatory actions that can have implications for how the payments ecosystem and four party model [removed: operate.][added: operate, including the enforceability of important network rules relating to honor all cards or products and cross-border acquiring.]

[added: -] Government regulations or pressure may also [added: impact our rules and practices and] require us to allow other payments networks to support Visa products or services, [removed: or] to have the other network’s functionality or brand marks on our [removed: products.][added: products, or to share our intellectual property with other networks.]

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

[removed: We] [added: In addition, we] are also subject to central bank oversight in a growing number of countries, including, Brazil, India, [removed: Russia,] the [removed: United Kingdom] [added: UK] and within the EU.

[removed: Furthermore, some] [added: Some] countries with existing oversight frameworks are looking to further enhance their regulatory [removed: powers.][added: powers while regulators in other jurisdictions are considering or adopting approaches based on these regulatory principles.]

For example, our settlement with the European Commission on cross-border interchange rates has drawn [removed: some] preliminary attention [removed: of] [added: from some] regulators in other parts of the world.

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

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

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

Governments in a number of jurisdictions shield domestic payment card networks, [removed: brands,] [added: brands] and processors from international competition by imposing market access barriers and preferential domestic regulations.

In China, UnionPay remains the [removed: sole] [added: predominant] processor of domestic payment card transactions and operates the [removed: sole] [added: predominant] domestic acceptance mark.

The approval process might [removed: require] [added: take] several years, and there is no guarantee that the license to operate a BCCI will be approved or, if we obtain such license, that we will be able to successfully compete with domestic payments networks.

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

In Europe, with the support of the European Central Bank, a group of European banks have announced their intent to launch a pan-European payment system, the European Payments Initiative or [removed: EPI, with the purported intent to reduce the risks of disintermediation by international technology companies and continued reliance on international payments networks for intra-Europe card transactions.][added: EPI.]

Furthermore, regional groups of countries, such as the Gulf Cooperation Council (GCC) and a number of countries in Southeast [removed: Asia, are considering,] [added: Asia (e.g., Malaysia), have adopted] or may consider, efforts to restrict our participation in the processing of regional transactions.

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

Due to our inability to manage the end-to-end processing of transactions for cards in certain countries (e.g., [removed: Russia and] Thailand), we depend on our close working relationships with our clients or third-party [removed: processors] [added: service providers] to ensure transactions involving our products are processed effectively.

Co-badging and co-residency regulations [removed: may] [added: also] pose additional challenges in markets where Visa competes with national networks for issuance and routing.

[removed: For example, in China, certain] [added: Certain] banks have issued dual-branded cards for which domestic transactions in China are processed by UnionPay and transactions outside of China are processed by us or other international payments networks.

However, notwithstanding such efforts, the phase out of dual-branded cards [removed: may decrease] [added: have decreased] our payment volumes and [removed: impact] [added: impacted] the revenue we generate in China.

[removed: Mir and] UnionPay [removed: have] [added: has] grown rapidly in [removed: Russia and China, respectively,] [added: China] and [removed: are] [added: is] actively pursuing international expansion plans, which could potentially lead to regulatory pressures on our international routing rule (which requires that international transactions on Visa cards be routed over VisaNet).

Furthermore, although regulatory barriers shield [removed: Mir and] UnionPay from competition in [removed: Russia and] China, [removed: respectively,] alternative [removed: payment] [added: payments] 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.

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

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

Legal requirements relating to the collection, storage, handling, use, disclosure, [removed: transfer,] [added: transfer] and security of personal data continue to evolve, and regulatory scrutiny in this area is increasing around the world.

Significant uncertainty exists as privacy and data protection laws [removed: may be] [added: that are] interpreted and applied differently from country to country [removed: and] may [added: have extra-territorial effects, and could] create inconsistent or conflicting requirements.

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. In 2022, legislation was introduced in the U.S. House of Representatives and Senate, which among other things, would require large issuing banks to offer a choice of at least two unaffiliated networks over which electronic credit transactions may be processed.

The European Commission recently announced its intention to conduct another impact assessment of the IFR, which could result in even lower caps on interchange rates and the expansion of regulation to other types of products, services and fees.

Several countries in Latin America are exploring regulatory measures against payments networks and have either adopted or are exploring interchange caps, including Argentina, Brazil, Chile and Costa Rica.

In Asia Pacific, the Reserve Bank of Australia (RBA) completed its review of the country’s payment system regulations and adopted a series of measures, which include lower interchange rates for debit transactions.

The RBA also continues to assess the potential merits of mandating co-badging and routing requirements on dual network debit cards.

In addition, the New Zealand Parliament passed legislation capping domestic interchange rates for debit and credit products.

- While the focus of interchange regulation has primarily been on domestic rates historically, there is increasing focus on cross-border rates in recent years.

For example, in 2019, we settled certain cross-border interchange rates with the European Commission.

The UK’s PSR recently initiated two market reviews: one focusing on post-Brexit increases in interchange rates for transactions between the UK and Europe, and the other focusing on increases in scheme and processing fees in the UK.

Meanwhile, Costa Rica became the first country to formally regulate cross-border interchange rates by direct regulation.

Cross-border MDR is also regulated in Costa Rica and Turkey.

With increased lobbying by merchants and other industry participants, we are also beginning to see regulatory interest in network fees in the UK, Europe and Chile.

Other countries, like New Zealand, are adopting regulations that require us to seek government pre-approval of our network rules, which could also impact the way we operate in certain markets.

Furthermore, certain of our businesses are regulated as payment institutions or as money transmitters, subjecting us to various licensing, supervisory, and other requirements.

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

consumers, which make our products less appealing to consumers.

Finally, policymakers and regulatory bodies in the U.S., Europe, and other parts of the world are exploring ways to reform existing competition laws to meet the needs of the digital economy, including restricting large technology companies from engaging in mergers and acquisitions, requiring them to interoperate with potential competitors, and prohibiting certain kinds of self-preferencing behaviors.

While the focus of these efforts remains primarily on increasing regulation of large technology, e-commerce and social media companies, they could also have implications for other types of companies including payments networks, which could constrain our ability to effectively manage our business.

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

domestic payment providers.

While EPI subsequently announced a focus on account-to-account instant payments across a range of use cases, it is noteworthy that the purported motivation behind EPI is to reduce the risks of disintermediation of European providers by international technology companies and continued reliance on international payments networks for intra-Europe card transactions.

For example, in the aftermath of U.S. and European sanctions against Russia and the decision by U.S. payments networks, including Visa to suspend operations in the country, Russia called for the BRICS countries (a five-country bloc made up of Brazil, Russia, India, China and South Africa), to lessen dependence on Western payment systems by, among other things, integrating payment systems and cards across member countries.

For example, in Europe, data protection authorities have been increasingly ruling on cross-border data transfers in the wake of the July 2020 decision from the Court of Justice of the European Union known as Schrems II.

The enactment of more restrictive laws, rules, regulations, or future

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discussed above, that are developing, supporting and/or operating national schemes, RTP networks and other payment platforms.

For example:

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payment methods or use our payment credentials, tokens and technologies to establish or help bolster alternate payment methods and platforms;

If they are successful in their efforts, we may face increased

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

Our brand could also be negatively impacted when our products are used to facilitate payment for legal, but controversial, products and services, including, but not limited to, adult content, cryptocurrencies, firearms and gambling activities.

Additionally, these risks could be exacerbated if our financial institution partners and/or merchants fail to maintain necessary controls to ensure the legality of these transactions, if any legal liability associated with such goods or services is extended to ancillary participants in the value chain like payments networks, or if our network and industry become entangled in political or social debates concerning such legal, but controversial, commerce.

If we are unable to maintain our reputation, the value of our

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Furthermore, in efforts to deal with adverse macroeconomic conditions, governments may introduce new or additional initiatives or requests to reduce or eliminate payment fees or other costs.

As a result of U.S. and European sanctions against Russia, we suspended our operations in Russia in March 2022 and are no longer generating revenue from domestic and cross-border activities related to Russia.

For fiscal 2022 and fiscal 2021, total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, were approximately 2% and 4% of our consolidated net revenues, respectively.

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

into certain incentive and growth agreements with issuers.

The European Commission concluded its impact assessment of the IFR, indicating that while it does not intend to expand the legislation at this time, it will continue to monitor market dynamics.

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

For example, in March 2017, Argentina’s central bank passed regulations that cap interchange fees on credit and debit transactions.

In March 2018, Brazil adopted interchange caps on debit transactions and in March 2020, the Congress in Costa Rica passed legislation allowing the Central Bank to regulate interchange and other fees.

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.

In addition to the regulation of interchange reimbursement fees, a number of regulators impose restrictions on other aspects of our payments business.

The PSR’s review of the acquiring market in the United Kingdom could lead to additional regulatory pressure on our business.

With increased merchant lobbying, we could also begin to see regulatory interest in network fees.

Additionally, regulators in other jurisdictions are considering or adopting approaches based on similar regulatory principles.

as debit payments (or vice versa).

In Russia, legislation effectively prevents us from processing domestic transactions.

The central bank controlled national payment card system (NSPK) is the only entity allowed to process domestically.

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

For example, in July 2020 the Court of Justice of the European Union (CJEU) ruled to invalidate the U.S./EU Privacy Shield — a legal 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.

However, the CJEU ruling made clear that these transfer mechanisms will be subject to additional scrutiny as well.

For example, the EU’s and UK’s General Data Protection Regulation (GDPR) extends the scope of the EU and UK data protection law to all companies processing data of EU 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 information.

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

regulatory, technological and other developments.

If clients default on their settlement obligations, it may also impact our liquidity.

Any of these events could adversely affect our volumes and revenue.

- third party disruptions, including potential outages at network providers, call centers and other suppliers;

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

- 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;

- additional regulatory requirements, including, for example, government initiatives or requests to reduce or eliminate payments fees or other costs.

It is possible that some or all of these caps may become permanent over time, or that we see governments introduce additional and/or new pricing caps in future economic relief initiatives.

- 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.

be unable to recover the amount of such payment.

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

- anticipated benefits, synergies or value of the investment or acquisition not materializing.

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

In September 2020, we released $7.3 billion of the as-converted value from our series B and series C preferred stock and issued series A preferred stock in connection with that release.

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

*This section of this Form 10-K generally discusses fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020.][added: 2021.]

Discussions of fiscal [removed: 2020] [added: 2021] compared to [removed: 2019] [added: 2020] 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 [removed: fiscal 2020] [added: Annual Report on] Form [removed: 10-K,] [added: 10-K for the year ended September 30, 2021,] filed with the United States Securities and Exchange [removed: Commission on November 19, 2020.*][added: Commission.*]

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

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

*Financial overview.* A summary of our as-reported U.S. GAAP and non-GAAP operating results [removed: are] [added: is] as follows:

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | |

| Net revenues | | | $ | [removed: 24,105] [added: 29,310] | | | | | $ | [removed: 21,846] [added: 24,105] | | | | | $ | [removed: 22,977] [added: 21,846] | | | | | [removed: 10] [added: 22] | | % | | | | [removed: (5] [added: 10] | | [removed: %)] [added: %] |

| Operating expenses | | | $ | [removed: 8,301] [added: 10,497] | | | | | $ | [removed: 7,765] [added: 8,301] | | | | | $ | [removed: 7,976] [added: 7,765] | | | | | [removed: 7] [added: 26] | | % | | | | [removed: (3] [added: 7] | | [removed: %)] [added: %] |

| Net income | | | $ | [removed: 12,311] [added: 14,957] | | | | | $ | [removed: 10,866] [added: 12,311] | | | | | $ | [removed: 12,080] [added: 10,866] | | | | | [removed: 13] [added: 21] | | % | | | | [removed: (10] [added: 13] | | [removed: %)] [added: %] |

| Diluted earnings per share | | | $ | [removed: 5.63] [added: 7.00] | | | | | $ | [removed: 4.89] [added: 5.63] | | | | | $ | [removed: 5.32] [added: 4.89] | | | | | [removed: 15] [added: 24] | | % | | | | [removed: (8] [added: 15] | | [removed: %)] [added: %] |

| Non-GAAP operating expenses(2) | | | $ | [removed: 8,077] [added: 9,387] | | | | | $ | [removed: 7,702] [added: 8,077] | | | | | $ | [removed: 7,596] [added: 7,702] | | | | | [removed: 5] [added: 16] | | % | | | | [removed: 1] [added: 5] | | % |

| Non-GAAP net income(2) | | | $ | [removed: 12,933] [added: 16,034] | | | | | $ | [removed: 11,193] [added: 12,933] | | | | | $ | [removed: 12,274] [added: 11,193] | | | | | [removed: 16] [added: 24] | | % | | | | [removed: (9] [added: 16] | | [removed: %)] [added: %] |

| Non-GAAP diluted earnings per share(2) | | | $ | [removed: 5.91] [added: 7.50] | | | | | $ | [removed: 5.04] [added: 5.91] | | | | | $ | [removed: 5.40] [added: 5.04] | | | | | [removed: 17] [added: 27] | | % | | | | [removed: (7] [added: 17] | | [removed: %)] [added: %] |

*Highlights for fiscal [removed: 2021*.][added: 2022*.]

Net revenues [removed: were $24.1 billion, an increase of 10%] [added: increased 22%] over the prior year, primarily due to the year-over-year growth in [added: nominal] payments volume, processed transactions and [added: nominal] cross-border volume, [removed: helped] [added: partially offset] by [added: higher client incentives.]

[removed: [Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)][added: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)]

Exchange rate [removed: movements and] [added: movements, partially offset by] our hedging [removed: program positively] [added: program, negatively] impacted our net revenues growth by approximately [removed: half a] [added: two-and-a-half] percentage [removed: point.][added: points.]

[removed: GAAP] [added: Non-GAAP] operating expenses [removed: were $8.3 billion and] increased [removed: 7%] [added: 16%] over the prior year, primarily driven by higher [added: expenses related to] personnel and [removed: marketing expenses, partially offset by lower] general and [removed: administrative expenses.][added: administrative.]

[removed: Non-GAAP] [added: GAAP] operating expenses [removed: were $8.1 billion and] increased [removed: 5%] [added: 26%] over the prior year, primarily driven by higher [removed: personnel and marketing expenses, partially offset by lower general] [added: expenses for litigation provision] and [removed: administrative expenses.][added: personnel.]

Exchange rate movements [removed: negatively] [added: positively] impacted our operating expense growth by approximately [removed: half a] [added: two-and-a-half] percentage [removed: point.][added: points.]

Amortization charges for our acquired intangible assets are non-cash and are significantly affected by the timing, frequency and [removed: size of our acquisitions, rather than our core operations.]

[removed: It] [added: These costs] also [removed: includes] [added: include] retention equity and deferred equity compensation when they are agreed upon as part of the purchase price of the transaction but are required to be recognized as expense post-combination.

See *Note [removed: 19—Income Taxes*] [added: 10—Debt*] to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

- *Indirect taxes.* During fiscal 2021, we recognized a one-time charge within general and administrative expense of $152 million, [removed: before tax.][added: and related tax benefit of $40 million, determined by applying applicable tax rates.]

*•Litigation provision.* During fiscal [removed: 2019,] [added: 2022,] we recorded [removed: a] [added: additional accruals to address claims associated with the interchange multidistrict] litigation [removed: provision] of [removed: $370] [added: $861] million and related tax [removed: benefits] [added: benefit] of [removed: $83 million associated with the interchange multidistrict litigation.][added: $191 million, determined by applying applicable tax rates.]

Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a [removed: reduction] [added: downward adjustment] to the [removed: conversion] rate [added: at which shares] of our class B common stock [removed: to] [added: convert into] shares of class A common stock.

| | | | For the Year Ended September 30, [removed: 2019] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Gains) losses on equity investments, net | | | — | | | | | | [removed: (131)] [added: 264] | | | | | | [removed: (30)] [added: 67] | | | | | | | | | | | | [removed: (101)] [added: 197] | | | | | | [removed: (0.04)] [added: 0.09] | | |

| Amortization of acquired intangible assets | | | [removed: (6)] [added: (120)] | | | | | | — | | | | | | [removed: 1] [added: 26] | | | | | | | | | | | | [removed: 5] [added: 94] | | | | | | [removed: —] [added: 0.04] | | |

| Acquisition-related costs | | | [removed: (4)] [added: (69)] | | | | | | — | | | | | | [removed: 1] [added: 9] | | | | | | | | | | | | [removed: 3] [added: 60] | | | | | | [removed: —] [added: 0.03] | | |

*Common stock repurchases.* In [removed: January] [added: December] 2021, our board of directors authorized [removed: an $8.0] [added: a $12.0] billion share repurchase [removed: program (the “January 2021 Program”).][added: program.]

During fiscal [removed: 2021,] [added: 2022,] we repurchased [removed: 40] [added: 56] million shares of our class A common stock in the open market for [removed: $8.7] [added: $11.6] billion.

As of September 30, [removed: 2021,] [added: 2022,] our [removed: January 2021 Program] [added: share repurchase program] had remaining authorized funds of [removed: $4.8 billion for share repurchase.][added: $5.2 billion.]

See *Note [removed: 20—Legal Matters*] [added: 10—Debt*] to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

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

| | | | [removed: 12 months ended] [added: Twelve Months Ended] June 30,(1) | | | | | | | | | | | | | | | | | | [removed: 12 months ended] [added: Twelve Months Ended] June 30,(1) | | | | | | | | | | | | | | | | | | [removed: 12 months ended] [added: Twelve Months Ended] June 30,(1) | | | | | | | | | | | | | | |

| Consumer credit | | | [removed: $] [added: $] | [removed: 1,641] [added: 1,641] | | | | | $ | 1,518 | | | | | 8 | | % | | | | [removed: $] [added: $] | [removed: 2,396] [added: 2,398] | | | | | $ | [removed: 2,362] [added: 2,363] | | | | | 1 | | % | | | | [removed: $] [added: $] | [removed: 4,036] [added: 4,039] | | | | | $ | 3,880 | | | | | 4 | | % |

| Consumer debit(3) | | | [removed: 2,387] [added: 2,388] | | | | | | [removed: 1,848] [added: 1,849] | | | | | | 29 | | % | | | | [removed: 2,440] [added: 2,440] | | | | | | [removed: 1,975] [added: 1,976] | | | | | | 24 | | % | | | | [removed: 4,828] [added: 4,828] | | | | | | 3,824 | | | | | | 26 | | % |

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

*Russia & Ukraine.* During the quarter ended March 31, 2022, economic sanctions were imposed on Russia by the U.S., European Union, United Kingdom and other jurisdictions and authorities, impacting Visa and its clients.

In March 2022, we suspended our operations in Russia and as a result, are no longer generating revenue from domestic and cross-border activities related to Russia.

Since 2015, domestic transactions have been processed by Russia’s state-owned payments operator, National Payment Card System.

With respect to cross-border activities, all transactions initiated with Visa cards issued by financial institutions outside Russia no longer work within Russia, and all transactions on cards issued by financial institutions in Russia may be processed on a domestic network, unrelated to Visa, and no longer work outside the country.

Furthermore, during the quarter ended March 31, 2022 we deconsolidated our Russian subsidiary, as required under U.S. GAAP.

For fiscal 2022 and 2021, total net revenues from Russia, including revenues driven by domestic as well as cross-border activities, were approximately 2% and 4% of our consolidated net revenues, respectively.

The continuing effects of the war in Ukraine are difficult to predict due to numerous uncertainties identified in Part I, Item 1A “Risk Factors” in this Form 10-K.

See *Results of Operations—Operating Expenses* below for further discussion.

*Release of preferred stock.* In July 2022, we released $3.5 billion of the as-converted value from our series B and C preferred stock and issued 176,655 shares of series A preferred stock in connection with the second mandatory release assessment, as required by the litigation management deed entered into at the time of the Visa Europe acquisition.

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

*Senior notes.* In June 2022, we issued €3.0 billion in Euro-denominated fixed-rate senior notes with maturities ranging between 4 and 12 years.

*Acquisitions.* On December 20, 2021, we acquired The Currency Cloud Group Limited (Currencycloud), a global platform that enables financial institutions and fintechs to provide innovative cross-border foreign exchange solutions, for a total purchase consideration of $893 million (which includes the fair value of our previously held equity interest in Currencycloud).

On March 10, 2022, we acquired 100% of the share capital of Tink AB (Tink) for $1.9 billion in cash.

Tink is an open banking platform that enables financial institutions, fintechs and merchants to build financial products and services and move money.

*Interchange multidistrict litigation.* During fiscal 2022, we recorded additional accruals of $861 million to address claims associated with the interchange multidistrict litigation.

We also made deposits of $850 million into the U.S. litigation escrow account.

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*.*

In October 2022, our board of directors authorized a new $12.0 billion share repurchase program.

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

size of our acquisitions, rather than our core operations.

*•Russia-Ukraine charges.* During fiscal 2022, we recorded a loss within general and administrative expense of $35 million from the deconsolidation of our Russian subsidiary.

We also incurred charges of $25 million in personnel expense as a result of steps taken to support our employees in Russia and Ukraine.

We have excluded these amounts and the related tax benefit of $4 million, determined by applying applicable tax rates, as they are one-time charges and do not reflect the underlying performance of our business.

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

| As reported | | | $ | 10,497 | | | | | $ | (677) | | | | | $ | 3,179 | | | | | 17.5 | | % | | | | $ | 14,957 | | | | | $ | 7.00 | |

| Litigation provision | | | (861) | | | | | | — | | | | | | 191 | | | | | | | | | | | | 670 | | | | | | 0.31 | | |

| Russia-Ukraine charges | | | (60) | | | | | | — | | | | | | 4 | | | | | | | | | | | | 56 | | | | | | 0.03 | | |

| Non-GAAP | | | $ | 9,387 | | | | | $ | (413) | | | | | $ | 3,476 | | | | | 17.8 | | % | | | | $ | 16,034 | | | | | $ | 7.50 | |

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

| | | | 2022 | | | | | | 2021 | | | | | | % Change(2) | | | | | | 2022 | | | | | | 2021 | | | | | | % Change(2) | | | | | | 2022 | | | | | | 2021 | | | | | | % Change(2) | | |

| Consumer credit | | | $ | 2,047 | | | | | $ | 1,641 | | | | | 25 | | % | | | | $ | 2,684 | | | | | $ | 2,398 | | | | | 12 | | % | | | | $ | 4,732 | | | | | $ | 4,039 | | | | | 17 | | % |

| Consumer debit(3) | | | 2,617 | | | | | | 2,388 | | | | | | 10 | | % | | | | 2,692 | | | | | | 2,440 | | | | | | 10 | | % | | | | 5,309 | | | | | | 4,828 | | | | | | 10 | | % |

| Commercial(4) | | | 882 | | | | | | 696 | | | | | | 27 | | % | | | | 542 | | | | | | 407 | | | | | | 33 | | % | | | | 1,423 | | | | | | 1,104 | | | | | | 29 | | % |

| Total nominal payments volume(2) | | | $ | 5,546 | | | | | $ | 4,725 | | | | | 17 | | % | | | | $ | 5,918 | | | | | $ | 5,245 | | | | | 13 | | % | | | | $ | 11,464 | | | | | $ | 9,971 | | | | | 15 | | % |

| Cash volume(5) | | | 631 | | | | | | 635 | | | | | | (1 | | %) | | | | 1,931 | | | | | | 1,924 | | | | | | — | | % | | | | 2,562 | | | | | | 2,559 | | | | | | — | | % |

| Total nominal volume(2),(6) | | | $ | 6,177 | | | | | $ | 5,360 | | | | | 15 | | % | | | | $ | 7,849 | | | | | $ | 7,170 | | | | | 9 | | % | | | | $ | 14,025 | | | | | $ | 12,530 | | | | | 12 | | % |

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

| | | | Twelve Months Ended June 30,(1) | | | | | | | | | | | | | | | | | | Twelve Months Ended June 30,(1) | | | | | | | | | | | | | | | | | | Twelve Months Ended June 30,(1) | | | | | | | | | | | | | | |

| Commercial(4) | | | 696 | | | | | | 641 | | | | | | 9 | | % | | | | 407 | | | | | | 370 | | | | | | 10 | | % | | | | 1,104 | | | | | | 1,010 | | | | | | 9 | | % |

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

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

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

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

Our priority remains the safety of our employees, clients and the communities in which we live and operate.

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

We continue to remain in close and regular contact with our employees, clients, partners and governments globally to help them navigate these challenging times.

The ongoing effects of COVID-19 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 identified in Part I, Item 1A “Risk Factors” in this Form 10-K.

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

Net of the related income tax benefit of $40 million, determined by applying applicable tax rates, non-GAAP net income increased by $112 million.

The tax impact is determined by applying applicable federal and state tax rates to the litigation provision.

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

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

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

| Non-GAAP | | | $ | 7,596 | | | | | $ | (248) | | | | | $ | 2,859 | | | | | 18.9 | | % | | | | $ | 12,274 | | | | | $ | 5.40 | |

*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.

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

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.

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

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

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

| | | | 2020 | | | | | | 2019 | | | | | | % Change(2) | | | | | | 2020 | | | | | | 2019 | | | | | | % Change(2) | | | | | | 2020 | | | | | | 2019 | | | | | | % Change(2) | | |

| Consumer credit | | | $ | 1,518 | | | | | $ | 1,540 | | | | | (1 | | %) | | | | $ | 2,362 | | | | | $ | 2,484 | | | | | (5 | | %) | | | | $ | 3,880 | | | | | $ | 4,024 | | | | | (4 | | %) |

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

| Commercial(4) | | | 641 | | | | | | 634 | | | | | | 1 % | | | | | | 370 | | | | | | 381 | | | | | | (3 | | %) | | | | 1,011 | | | | | | 1,015 | | | | | | — | | % |

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

| Cash volume(5) | | | 573 | | | | | | 573 | | | | | | — | | % | | | | 2,045 | | | | | | 2,262 | | | | | | (10 | | %) | | | | 2,619 | | | | | | 2,835 | | | | | | (8 | | %) |

| Total nominal volume(2),(6) | | | $ | 4,580 | | | | | $ | 4,447 | | | | | 3 % | | | | | | $ | 6,753 | | | | | $ | 7,005 | | | | | (4 | | %) | | | | $ | 11,333 | | | | | $ | 11,451 | | | | | (1 | | %) |

Service revenues were also impacted by select pricing modifications and business mix.

*•Data processing revenues* increased due to 17% growth in processed transactions, as the business laps the initial impacts of COVID-19 starting in March 2020.

*•Other revenues* increased as the business laps the initial impacts of COVID-19 starting in March 2020, driven by higher consulting and data services revenues.

*•Marketing expenses* increased as we lapped reductions in spending in the prior year at the outset of COVID-19 as well as higher spending in client marketing and various campaigns, including the Olympic Games Tokyo 2020, which were held in Summer 2021.

*•General and administrative expenses* decreased due to lower travel expenses, favorable foreign currency fluctuations and lower usage of travel related card benefits, partially offset by a one-time charge 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 laws.

- during fiscal 2020, a $329 million non-recurring, non-cash tax expense related to the remeasurement of UK deferred tax liabilities, as discussed below.

On June 10, 2021, the UK enacted legislation that increases the tax rate from 19% to 25%, effective April 1, 2023.

On July 22, 2020, the UK enacted legislation that repealed the previous tax rate reduction from 19% to 17% that was effective on April 1, 2020.

As a result, in fiscal 2021 and fiscal 2020, we recorded non-recurring, non-cash tax expense related to the remeasurement of our UK deferred tax liabilities, primarily related to intangibles recorded upon the acquisition of Visa Europe Limited (“Visa Europe”) in fiscal 2016.

Under the program, we are authorized to issue up to $3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance.

[removed: [Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)][added: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)]

At September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: $2.7] [added: $3.4] billion and [removed: $3.9] [added: $2.7] billion, respectively.

The aggregate notional amount outstanding at September 30, [removed: 2021] [added: 2022] is fully consistent with our strategy and treasury policy aimed at reducing foreign exchange risk below a predetermined and approved threshold.

At September 30, [removed: 2021,] [added: 2022,] the effect of a hypothetical 10% weakening in the value of the functional currencies is estimated to create an additional fair value loss of approximately [removed: $190] [added: $220] million on our outstanding foreign currency forward contracts.

See *Note 1—Summary of Significant Accounting Policies* and *Note 13—Derivative [added: and Non-derivative] Financial Instruments* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

A hypothetical 10% change in the Euro against the U.S. dollar compared to the exchange rate at September 30, [removed: 2021] [added: 2022] would result in a foreign currency translation adjustment of [removed: $2.0] [added: $1.8] billion.

See *Note 1—Summary of Significant Accounting Policies* [added: and *Note 13—Derivative and Non-derivative Financial Instruments*] to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

At September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the fair value of our fixed-rate investment securities were [removed: $5.5] [added: $5.3] billion and [removed: $4.0] [added: $5.5] billion, respectively, and the fair value of our adjustable-rate investment securities were [removed: $0.2 billion] [added: not material] and [removed: $2.0] [added: $0.2] billion, respectively.

At September 30, [removed: 2021,] [added: 2022,] a hypothetical 100 basis point increase in interest rates would create an estimated decrease in the fair value of our investment securities of approximately [removed: $40] [added: $47] million.

See *Note 13—Derivative [added: and Non-derivative] Financial Instruments* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

As of September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the carrying value of our non-marketable equity securities was [removed: $1.5] [added: $1.2] billion and [removed: $1.0] [added: $1.5] billion, respectively.

At September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] our U.S. defined benefit pension plan assets were [removed: $1.3] [added: $1.0] billion and [removed: $1.1] [added: $1.3] billion, respectively, and projected benefit obligations were [removed: $0.9] [added: $0.7] billion [removed: at each year end.][added: and $0.9 billion, respectively.]

As of September 30, [removed: 2021,] [added: 2022,] a hypothetical 10% decrease in the value of pension plan assets and a 1% decrease in the discount rate would result in an aggregate decrease of approximately [removed: $225] [added: $150] million in the funded status and an increase of approximately [removed: $26] [added: $32] million in pension cost.

At September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] our non-U.S. defined benefit pension plan assets were [removed: $0.5] [added: $0.3] billion [removed: at each year end,] and [added: $0.5 billion, respectively, and] projected benefit obligations were [removed: $0.5] [added: $0.3] billion and [removed: $0.6] [added: $0.5] billion, respectively.

As of September 30, [removed: 2021,] [added: 2022,] a hypothetical 10% decrease in the value of pension plan assets and a 1% decrease in the discount rate would result in an aggregate decrease of approximately [removed: $166] [added: $82] million in the funded status and an increase of approximately [removed: $16] [added: $11] 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: 2022,] [added: 2023,] if any, which would be made in September [removed: 2022.][added: 2023.]

We designated a portion of our Euro-denominated senior notes as a net investment hedge against a portion of the foreign exchange rate exposure of our net investment in Visa Europe as of September 30, 2022.

Changes in the value of the designated portion of the Euro-denominated senior notes, attributable to the change in exchange rates at the end of each reporting period, partially offset the foreign currency translation adjustments resulting from the Euro-denominated net investment, are reported as a component of accumulated other comprehensive income or loss on the Company’s consolidated balance sheets.

Our equity investments are held in both marketable and non-marketable equity securities.

The marketable equity securities are publicly traded stocks and the non-marketable equity securities are investments in privately held companies.

As of September 30, 2022 and 2021, the carrying value of our marketable equity securities was $291 million and $323 million, respectively.

These securities are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of our holdings.

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

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

Since Visa’s [removed: inception] [added: early days] in 1958, [removed: Visa has] [added: we have] been in the business of facilitating payments between consumers and businesses.

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

We are focused on extending, enhancing and investing in our proprietary network, VisaNet, [removed: while seeking new ways] to offer [removed: products and services and become] a single connection point for facilitating [removed: any] payment [removed: transaction, using our network, other networks, or a combination of networks.][added: transactions to multiple endpoints through various form factors.]

[removed: We] [added: Through our network, we] offer [removed: products and] [added: products,] solutions [added: and services] that facilitate secure, reliable and efficient money movement for [removed: all] participants in the ecosystem.

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

During fiscal year [removed: 2021,] [added: 2022,] we saw [removed: 232] [added: 258] billion payments and cash transactions with Visa’s brand, equating to an average of [removed: 637] [added: 707] million transactions per day.

Of the [removed: 232] [added: 258] billion total transactions, [removed: 165] [added: 193] billion were processed by Visa.

- We offer a wide range of Visa-branded payment products that our [removed: 15,100] [added: clients, including nearly 15,000] financial [removed: institution clients] [added: institutions,] 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: 2021,] [added: 2022,] Visa’s total payments and cash volume was [removed: $13] [added: $14] trillion, and [removed: 3.7] [added: 4.1] billion [removed: credentials] [added: credentials(1)] were available worldwide to be used at more than 80 [removed: million(1)] [added: million] merchant [removed: locations.][added: locations, plus an estimated 20 million locations through payment facilitators.(1)]

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

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

- We provide value added services to our clients, including [removed: issuer solutions;] [added: issuing solutions,] acceptance [removed: solutions;] [added: solutions,] risk and identity [removed: solutions;] [added: solutions, open banking] and advisory services.

(1) Data provided to Visa by acquiring institutions and other third [removed: parties.][added: parties as of June 30, 2022.]

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FISCAL YEAR [removed: 2021] [added: 2022] KEY STATISTICS

[removed: ][added: ]

[removed: ][added: ]

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

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

[removed: 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.

In addition, we do not earn revenues from the fees that merchants are charged by acquirers for acceptance, including [added: the MDR.]

Our net revenues in fiscal year [removed: 2021] [added: 2022] consisted of the following:

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

Visa’s growth has been driven by the strength of our core products — credit, debit and [removed: prepaid products.][added: prepaid.]

We [removed: 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 [removed: of our offerings] [added: examples] include:

[removed: Tap] [added: Tap] to Pay

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

[removed: Globally] [added: Globally,] we have more than [removed: 20] [added: 30] countries [added: and territories] with more than 90 percent contactless penetration and [removed: nearly 70] [added: more than 90] countries where tap to pay is more than 50 percent of face-to-face transactions.

Excluding the United States, [removed: nearly] [added: more than] 70 percent of face-to-face transactions globally were contactless.

[removed: Tokenization][added: Tokenization]

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

VTS helps protect digital transactions by replacing 16-digit Visa account numbers with a token [removed: protecting] [added: that includes a surrogate account number, cryptographic information and other data to protect] the underlying account information.

The [removed: issuance] [added: provisioning] of network tokens continues to accelerate.

Our purpose is to uplift everyone, everywhere by being the best way to pay and be paid.

Please see *Our Core Business* discussion below.

This ultimately helps to unify a complex payments ecosystem.

Interchange reimbursement fees reflect the value merchants receive from accepting our products and play a key

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

We remain focused on moving the trillions of consumer spending in cash and checks to cards and digital accounts on Visa’s network of networks.

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

Enablers

In the U.S., Visa has 28 percent contactless penetration and 495 million tap-to-pay-enabled Visa cards.

We have activated more than 600 contactless public transport projects worldwide.

In addition, we surpassed one billion contactless transactions on global transit systems in fiscal year 2022, an increase of 70% year over year.

As of the end of fiscal year 2022, Visa provisioned more than 4 billion network tokens, surpassing the number of physical cards in circulation.

The milestone reinforces Visa’s commitment to secure, seamless, digital payments, in-store and online.

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

Visa Direct is Visa’s global, real-time(2) payments network that helps facilitate the fast delivery of funds directly to eligible cards and bank accounts around the world.

Visa Direct leverages Visa’s infrastructure to enable different transaction types and new money flows between parties for a wide range of use cases, such as P2P payments and account-to-account transfers, business and government payouts to individuals and small businesses, merchant settlements and refunds.

With the addition of push-to-wallet capabilities to Visa Direct Payouts, which is an existing service that allows Visa financial institutions and its partners to send push-to-account and push-to-card payouts, Visa Direct will be able to provide access to nearly 7 billion cards, accounts and digital wallets across more than 190 countries and territories.

Visa Treasury as a Service

Aligned with our global network of networks strategy, we are focused on building the infrastructure that enables our clients to deliver cross-border products and services for their consumers.

This includes a series of new solutions for our established cross-border consumer payments business as well as introducing new use cases enabled by our digitally native Currencycloud platform, which includes real-time foreign exchange rates, virtual accounts, and enhanced liquidity and settlement capabilities.

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

Issuing Solutions

Our capabilities in API-based issuer processing solutions, like DPS Forward, allow our clients to create new payments use cases and provide them with modular capabilities for digital payments.

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

Open Banking

In March 2022, Visa acquired Tink AB (Tink), an open banking platform, to catalyze fintech innovation and accelerate the development and adoption of open banking securely and at scale.

Visa’s open banking capabilities range from data access use cases, such as account verification, balance check and personal finance management, to payment initiation capabilities, such as account-to-account transactions and merchant payments.

These capabilities can help our partner businesses deliver valuable services to their customers.

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

Olympic Games, and the NFL and is one of the most active sponsors of women’s football around the world.

Voluntary workforce turnover (rolling 12-month attrition) was 12.1 percent as of September 30, 2022.

Given Visa’s ambitious growth agenda, it is important to enable our employees to achieve their individual performance goals while also supporting personal career interests.

This year we introduced several changes to career growth and planning at Visa, including new growth paths and tools that take into consideration the unique professional backgrounds, skills, accomplishments, and future performance goals of our employees.

These tools support meaningful dialogue about performance and help drive development, retention and growth of top talent in a highly competitive talent market.

We have an unwavering commitment to valuing the unique identities of our employees and their contributions to Visa.

We are proud of the progress we have made.

We also welcomed the second cohort of 75 scholars this fall.

We continue to increase the number of underrepresented employees in the U.S. We are committed to recruiting and retaining diverse talent through employee development programs aimed at advancing their careers at Visa.

As a company, we continue to partner with historically Black colleges and a generally more diverse set of universities to further develop our talent pipeline.

Our mission is to connect the world through the most innovative, reliable and secure payments network — enabling individuals, businesses and economies to thrive.

the MDR.

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

(2) Estimate as of December 2018.

Capabilities

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

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.

In the past 17 months, we have more than doubled the number of network tokens issued from one billion to 2.6 billion.

By comparison, it took nearly six years to reach our first one billion network tokens.

We enable cryptocurrencies for everyday payments through our global presence, partnership approach and trusted brand.

We want to serve as the bridge between the crypto ecosystem and our global network, which would enable our clients to provide consumers the ability to easily convert cryptocurrencies into fiat and access our global network of more than 80 million merchant locations and 15,100 financial institutions.

In fiscal year 2021, we had $3.5 billion in payments volume on crypto-linked card programs, which are crypto wallets linked to Visa credentials

where cryptocurrencies are converted to fiat currency before funds can be accessed through the Visa credential.

We are advancing this effort through our partnerships with nearly 60 crypto platforms on crypto-linked Visa card programs.

We are also building infrastructure capabilities and value added services to support crypto use cases, including future settlement in digital currencies, a new Visa Crypto API platform to help financial institutions create a cryptocurrency offering, assisting central banks as they evaluate digital currencies and a growing number of other services and infrastructure capabilities.

New flows represent a $185 trillion(3) volume opportunity.

Visa Direct is Visa’s global, real-time(4) push payments platform, which reverses the traditional card payment flow by allowing payment originators, through their acquirer, to push funds directly to eligible debit and prepaid cards or accounts.

It helps facilitate fast, simple and secure money movement around the world, enabling businesses and consumers to send money directly to a bank account or card, including domestic or cross-border payouts and payments, P2P, payments to small businesses, and corporate, worker, insurance and government payouts.

With the addition of Visa Direct Payouts, Visa Direct provides access to almost 6 billion credentials across more than 200 countries and territories.

(3) McKinsey Global Payments Map and Visa Analysis, 2018.

Issuer Solutions

Visa DPS continues to extend and expand our capabilities in modern, API-based issuer processing solutions called DPS Forward, which will be used for both the U.S. and international markets.

We have expanded Visa DPS into Europe, providing European issuers in select countries access to a comprehensive and end-to-end solution, from core processing services to value added services.

Visa Installments offers issuing banks the opportunity to offer Visa cardholders the option to divide their total purchase amount into smaller payments during or after checkout, at the store and online at participating merchants.


This year, we launched a multi-year brand initiative to spotlight the diverse capabilities of our network and our commitment to enabling global economic inclusion.

The “Meet Visa” campaign reintroduced Visa as a network working for everyone.

Visa employees are located in more than 80 countries, with more than 49 percent located outside the U.S. Voluntary workforce turnover (rolling 12-month attrition) was 9.3 percent as of September 30, 2021.

At Visa, we have an unwavering commitment to inclusion and diversity, and we foster an inclusive workplace to encourage diversity of thought, culture and background.

We have also increased the number of underrepresented employees in the U.S. We are supporting Visa’s commitment to recruit and retain diverse talent by launching employee development programs and partnering with several non-profit and community organizations, as well as historically black colleges and a generally more diverse set of universities to develop our talent pipeline.

In fiscal year 2021, we acquired YellowPepper to accelerate our network of networks strategy in Latin America and the Caribbean by becoming a single point of access for initiating multiple transaction types and significantly reducing the time-to-market and cost for issuers and processors to launch card and account agnostic payments solutions.

The Tink and Currencycloud transactions are subject to regulatory approvals and other customary closing conditions.

Our 2020 ESG report, which provides enhanced ESG disclosures is available on our website at *usa.visa.com/about-visa/esg.html*.

Additionally, we have filed patent applications in the U.S. and international jurisdictions covering certain aspects of our proprietary technology and new innovations, and own a number of patents, patent applications and other intellectual property relating to our business.

| Payments Volume ($B) | | | 8,911 | | | | | | 4,743 | | | | | | 1,005 | | | | | | 308 | | | | | | 166 | | |

| Total Volume ($B) | | | 11,383 | | | | | | 6,337 | | | | | | 1,011 | | | | | | 317 | | | | | | 178 | | |

| Total Transactions (B) | | | 205 | | | | | | 126 | | | | | | 9 | | | | | | 5 | | | | | | 3 | | |

| Cards (M) | | | 3,586 | | | | | | 2,334 | | | | | | 112 | | | | | | 141 | | | | | | 65 | | |

[removed: [Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)][added: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)]

For the fiscal year ended September 30, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of the registrant’s class A common stock, par value $0.0001 per share, held by non-affiliates (using the New York Stock Exchange closing price as of March 31, [removed: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $358.6] [added: $365.5] billion.

As of November [removed: 10, 2021,] [added: 9, 2022,] there were [removed: 1,669,730,762] [added: 1,628,169,181] 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: 10,099,892] [added: 9,812,105] 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: 2022] [added: 2023] 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: 2021.][added: 2022.]

| Item 1 | | | [removed: [Business](#ic63484b7eea54adab03167dc766debe1_13)] [added: [Business](#i1b517193bf8d40d2b1c393e48c558e9e_13)] | | | [removed: [4](#ic63484b7eea54adab03167dc766debe1_13)] [added: [4](#i1b517193bf8d40d2b1c393e48c558e9e_13)] | | |

| Item 1A | | | [Risk [removed: Factors](#ic63484b7eea54adab03167dc766debe1_16)] [added: Factors](#i1b517193bf8d40d2b1c393e48c558e9e_16)] | | | [removed: [17](#ic63484b7eea54adab03167dc766debe1_16)] [added: [17](#i1b517193bf8d40d2b1c393e48c558e9e_16)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#ic63484b7eea54adab03167dc766debe1_19)] [added: Comments](#i1b517193bf8d40d2b1c393e48c558e9e_19)] | | | [removed: [30](#ic63484b7eea54adab03167dc766debe1_19)] [added: [30](#i1b517193bf8d40d2b1c393e48c558e9e_19)] | | |

| Item 2 | | | [removed: [Properties](#ic63484b7eea54adab03167dc766debe1_22)] [added: [Properties](#i1b517193bf8d40d2b1c393e48c558e9e_22)] | | | [removed: [30](#ic63484b7eea54adab03167dc766debe1_22)] [added: [30](#i1b517193bf8d40d2b1c393e48c558e9e_22)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#ic63484b7eea54adab03167dc766debe1_25)] [added: Proceedings](#i1b517193bf8d40d2b1c393e48c558e9e_25)] | | | [removed: [30](#ic63484b7eea54adab03167dc766debe1_25)] [added: [30](#i1b517193bf8d40d2b1c393e48c558e9e_25)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#ic63484b7eea54adab03167dc766debe1_28)] [added: Disclosures](#i1b517193bf8d40d2b1c393e48c558e9e_28)] | | | [removed: [30](#ic63484b7eea54adab03167dc766debe1_28)] [added: [30](#i1b517193bf8d40d2b1c393e48c558e9e_28)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic63484b7eea54adab03167dc766debe1_34)] [added: Securities](#i1b517193bf8d40d2b1c393e48c558e9e_34)] | | | [removed: [31](#ic63484b7eea54adab03167dc766debe1_34)] [added: [31](#i1b517193bf8d40d2b1c393e48c558e9e_34)] | | |

| Item 6 | | | \[Reserved\] | | | [removed: [32](#ic63484b7eea54adab03167dc766debe1_37)] [added: [31](#i1b517193bf8d40d2b1c393e48c558e9e_37)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic63484b7eea54adab03167dc766debe1_40)] [added: Operations](#i1b517193bf8d40d2b1c393e48c558e9e_40)] | | | [removed: [33](#ic63484b7eea54adab03167dc766debe1_40)] [added: [32](#i1b517193bf8d40d2b1c393e48c558e9e_40)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic63484b7eea54adab03167dc766debe1_73)] [added: Risk](#i1b517193bf8d40d2b1c393e48c558e9e_73)] | | | [removed: [46](#ic63484b7eea54adab03167dc766debe1_73)] [added: [46](#i1b517193bf8d40d2b1c393e48c558e9e_73)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#ic63484b7eea54adab03167dc766debe1_76)] [added: Data](#i1b517193bf8d40d2b1c393e48c558e9e_76)] | | | [removed: [49](#ic63484b7eea54adab03167dc766debe1_76)] [added: [48](#i1b517193bf8d40d2b1c393e48c558e9e_76)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic63484b7eea54adab03167dc766debe1_178)] [added: Disclosure](#i1b517193bf8d40d2b1c393e48c558e9e_172)] | | | [removed: [105](#ic63484b7eea54adab03167dc766debe1_178)] [added: [105](#i1b517193bf8d40d2b1c393e48c558e9e_172)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#ic63484b7eea54adab03167dc766debe1_181)] [added: Procedures](#i1b517193bf8d40d2b1c393e48c558e9e_175)] | | | [removed: [105](#ic63484b7eea54adab03167dc766debe1_181)] [added: [105](#i1b517193bf8d40d2b1c393e48c558e9e_175)] | | |

| Item 9B | | | [Other [removed: Information](#ic63484b7eea54adab03167dc766debe1_184)] [added: Information](#i1b517193bf8d40d2b1c393e48c558e9e_178)] | | | [removed: [105](#ic63484b7eea54adab03167dc766debe1_184)] [added: [105](#i1b517193bf8d40d2b1c393e48c558e9e_178)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic63484b7eea54adab03167dc766debe1_190)] [added: Governance](#i1b517193bf8d40d2b1c393e48c558e9e_184)] | | | [removed: [106](#ic63484b7eea54adab03167dc766debe1_190)] [added: [107](#i1b517193bf8d40d2b1c393e48c558e9e_184)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic63484b7eea54adab03167dc766debe1_196)] [added: Matters](#i1b517193bf8d40d2b1c393e48c558e9e_190)] | | | [removed: [106](#ic63484b7eea54adab03167dc766debe1_196)] [added: [107](#i1b517193bf8d40d2b1c393e48c558e9e_190)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic63484b7eea54adab03167dc766debe1_199)] [added: Independence](#i1b517193bf8d40d2b1c393e48c558e9e_193)] | | | [removed: [106](#ic63484b7eea54adab03167dc766debe1_199)] [added: [107](#i1b517193bf8d40d2b1c393e48c558e9e_193)] | | |

| Item 14 | | | [Principal Accounting Fees and [removed: Services](#ic63484b7eea54adab03167dc766debe1_202)] [added: Services](#i1b517193bf8d40d2b1c393e48c558e9e_196)] | | | [removed: [106](#ic63484b7eea54adab03167dc766debe1_202)] [added: [107](#i1b517193bf8d40d2b1c393e48c558e9e_196)] | | |

| Item 15 | | | [Exhibits, Financial Statement [removed: Schedules](#ic63484b7eea54adab03167dc766debe1_208)] [added: Schedules](#i1b517193bf8d40d2b1c393e48c558e9e_202)] | | | [removed: [107](#ic63484b7eea54adab03167dc766debe1_208)] [added: [108](#i1b517193bf8d40d2b1c393e48c558e9e_202)] | | |

Unless the context indicates otherwise, reference to “Visa,” [removed: “Company,”] “we,” [removed: “us” or] [added: “us,”] “our” [added: or “the Company”] refers to Visa Inc. and its subsidiaries.

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 [removed: operations,] [added: operations] and cash flows as a result of the [added: war in Ukraine; the] ongoing effects of the [removed: coronavirus (“COVID-19”)] [added: COVID-19] pandemic, [removed: 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 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.

| 1.500% Senior Notes due 2026 | | | | | | V26 | | | | | | New York Stock Exchange | | |

| 2.000% Senior Notes due 2029 | | | | | | V29 | | | | | | New York Stock Exchange | | |

| 2.375% Senior Notes due 2034 | | | | | | V34 | | | | | | New York Stock Exchange | | |

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

| [PART I](#i1b517193bf8d40d2b1c393e48c558e9e_10) | | | | | | | | |

| [PART II](#i1b517193bf8d40d2b1c393e48c558e9e_31) | | | | | | | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i1b517193bf8d40d2b1c393e48c558e9e_1816) | | | [106](#i1b517193bf8d40d2b1c393e48c558e9e_1816) | | |

| [PART III](#i1b517193bf8d40d2b1c393e48c558e9e_181) | | | | | | | | |

| Item 11 | | | [Executive Compensation](#i1b517193bf8d40d2b1c393e48c558e9e_187) | | | [107](#i1b517193bf8d40d2b1c393e48c558e9e_187) | | |

| [PART IV](#i1b517193bf8d40d2b1c393e48c558e9e_199) | | | | | | | | |

| Item 16 | | | [Form 10-K Summary](#i1b517193bf8d40d2b1c393e48c558e9e_1824) | | | [108](#i1b517193bf8d40d2b1c393e48c558e9e_1824) | | |

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

[Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)

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

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

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

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

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

At September 30, [removed: 2021,] [added: 2022,] we owned or leased [removed: 123] [added: 145] office locations in [removed: 77] [added: 79] countries around the world, including three global processing centers located in the U.S. and the United Kingdom.

[removed: [Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)][added: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)]

At November [removed: 10, 2021,] [added: 9, 2022,] we had [removed: 330] [added: 327] stockholders of record of our class A common stock.

As of November [removed: 10, 2021,] [added: 9, 2022,] there were [removed: 1,243] [added: 1,203] and [removed: 435] [added: 416] holders of record of our class B and C common stock, respectively.

On October [removed: 22, 2021,] [added: 21, 2022,] our board of directors declared a quarterly cash dividend of [removed: $0.375] [added: $0.45] per share of class A common stock (determined in the case of class B and C common stock and series A, B and C convertible participating preferred stock on an as-converted basis) payable on December [removed: 7, 2021,] [added: 1, 2022,] to holders of record as of November [removed: 12, 2021 of our common and preferred stock.][added: 11, 2022.]

The table below presents our purchases of common stock during the quarter ended September 30, [removed: 2021:][added: 2022:]

| July 1-31, 2022 | | | | | | 2 | | | | | | $ | 201.23 | | | | | 2 | | | | | | $ | 6,950 | |

| August 1-31, 2022 | | | | | | 3 | | | | | | $ | 207.68 | | | | | 3 | | | | | | $ | 6,276 | |

| September 1-30, 2022 | | | | | | 6 | | | | | | $ | 191.30 | | | | | 6 | | | | | | $ | 5,095 | |

| Total | | | | | | 11 | | | | | | $ | 197.50 | | | | | 11 | | | | | | | | |

| 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 | | | | | | | | |

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

EQUITY COMPENSATION PLAN INFORMATION

The table below presents information as of September 30, 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.

We do not have any equity compensation plans that have not been approved by our stockholders.

For a description of the awards issued under the EIP and the ESPP, see *Note 17—Share-based Compensation* to our consolidated financial statements included in *Item 8—Financial Statements and Supplementary Data* of this report.

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

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

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

| | | | | | | (in millions, except weighted-average exercise price) | | | | | | | | | | | | | | | | | |

| Equity compensation plans approved by stockholders | | | | | | 12 | | | (1) | | | $ | 134.56 | | (2) | | | 113 | | | (3) | | |

(1)As of September 30, 2021, the maximum number of shares issuable 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.

(2)The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding restricted stock units and performance shares, which have no exercise price.

Additionally, it excludes the weighted-average exercise price of the outstanding purchase rights under the ESPP, as the exercise price is based on the future stock price, net of discount, at the end of each monthly purchase over the offering period.

(3)As of September 30, 2021, 98 million shares and 15 million shares remain available for issuance under the EIP and the ESPP, respectively.

[removed: [Table](#ic63484b7eea54adab03167dc766debe1_7) [of](#ic63484b7eea54adab03167dc766debe1_7) [Contents](#ic63484b7eea54adab03167dc766debe1_7)][added: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7) [of Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)]

| As of September 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and for the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ic63484b7eea54adab03167dc766debe1_79)] [added: Firm](#i1b517193bf8d40d2b1c393e48c558e9e_79) (KPMG LLP, Santa Clara, CA, Auditor Firm ID: 185)] | | | [removed: [50](#ic63484b7eea54adab03167dc766debe1_79)] [added: [49](#i1b517193bf8d40d2b1c393e48c558e9e_79)] | | |

| [Consolidated Balance [removed: Sheets](#ic63484b7eea54adab03167dc766debe1_82)] [added: Sheets](#i1b517193bf8d40d2b1c393e48c558e9e_82)] | | | [removed: [53](#ic63484b7eea54adab03167dc766debe1_82)] [added: [52](#i1b517193bf8d40d2b1c393e48c558e9e_82)] | | |

| [Consolidated Statements of [removed: Operations](#ic63484b7eea54adab03167dc766debe1_88)] [added: Operations](#i1b517193bf8d40d2b1c393e48c558e9e_88)] | | | [removed: [54](#ic63484b7eea54adab03167dc766debe1_88)] [added: [53](#i1b517193bf8d40d2b1c393e48c558e9e_88)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ic63484b7eea54adab03167dc766debe1_91)] [added: Income](#i1b517193bf8d40d2b1c393e48c558e9e_91)] | | | [removed: [55](#ic63484b7eea54adab03167dc766debe1_91)] [added: [54](#i1b517193bf8d40d2b1c393e48c558e9e_91)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#ic63484b7eea54adab03167dc766debe1_94)] [added: Equity](#i1b517193bf8d40d2b1c393e48c558e9e_94)] | | | [removed: [56](#ic63484b7eea54adab03167dc766debe1_94)] [added: [55](#i1b517193bf8d40d2b1c393e48c558e9e_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ic63484b7eea54adab03167dc766debe1_97)] [added: Flows](#i1b517193bf8d40d2b1c393e48c558e9e_97)] | | | [removed: [59](#ic63484b7eea54adab03167dc766debe1_97)] [added: [58](#i1b517193bf8d40d2b1c393e48c558e9e_97)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ic63484b7eea54adab03167dc766debe1_100)] [added: Statements](#i1b517193bf8d40d2b1c393e48c558e9e_100)] | | | [removed: [60](#ic63484b7eea54adab03167dc766debe1_100)] [added: [59](#i1b517193bf8d40d2b1c393e48c558e9e_100)] | | |

We have audited the accompanying consolidated balance sheets of Visa Inc. and subsidiaries (the Company) as of September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is involved in various legal proceedings including the *Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions,* and has recorded an accrued litigation liability of [removed: $881] [added: $1,441] million as of September 30, [removed: 2021.][added: 2022.]

In preparing its consolidated financial statements, the Company is required to assess the probability of loss associated with each legal proceeding and [added: estimate the] amount of such loss, if any.

The outcome of legal proceedings to which the Company is a party is not within the complete control of the Company [removed: or] [added: and] may not be known for prolonged periods of time.

This proceeding involves [removed: complex] claims that are subject to [removed: substantial] [added: inherent] uncertainties and unascertainable damages.

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

To assess the estimated monetary exposure in the Company’s analysis, we compared such amounts to the complete population of amounts attributable to [added: the remaining] opt-out merchants.

We [removed: also] performed [added: a] sensitivity analysis over the Company’s monetary exposure [removed: calculations.][added: calculations, and we recalculated the amount of the ending accrued litigation liability.]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 16,487] [added: 15,689] | | | | | $ | [removed: 16,289] [added: 16,487] | |

| Restricted cash equivalents—U.S. litigation escrow | | | [removed: 894] [added: 1,449] | | | | | | [removed: 901] [added: 894] | | |

| Investment securities | | | [removed: 2,025] [added: 2,833] | | | | | | [removed: 3,752] [added: 2,025] | | |

| Settlement receivable | | | [removed: 1,758] [added: 1,932] | | | | | | [removed: 1,264] [added: 1,758] | | |

| Accounts receivable | | | [removed: 1,968] [added: 2,020] | | | | | | [removed: 1,618] [added: 1,968] | | |

| Customer collateral | | | [removed: 2,260] [added: 2,342] | | | | | | [removed: 1,850] [added: 2,260] | | |

| Current portion of client incentives | | | [removed: 1,359] [added: 1,272] | | | | | | [removed: 1,214] [added: 1,359] | | |

| Prepaid expenses and other current assets | | | [removed: 856] [added: 2,668] | | | | | | [removed: 757] [added: 856] | | |

| Total current assets | | | [removed: 27,607] [added: 30,205] | | | | | | [removed: 27,645] [added: 27,607] | | |

| Investment securities | | | [removed: 1,705] [added: 2,136] | | | | | | [removed: 231] [added: 1,705] | | |

| Client incentives | | | [removed: 3,245] [added: 3,348] | | | | | | [removed: 3,175] [added: 3,245] | | |

| Property, equipment and technology, net | | | [removed: 2,715] [added: 3,223] | | | | | | [removed: 2,737] [added: 2,715] | | |

| [removed: Goodwill] [added: Goodwill, beginning of period] | | | [added: $ |] 15,958 | | | | | [added: $] | 15,910 | | [removed: |]

| Intangible assets, net | | | [removed: 27,664] [added: 25,065] | | | | | | [removed: 27,808] [added: 27,664] | | |

| Other assets | | | [removed: 4,002] [added: 3,737] | | | | | | [removed: 3,413] [added: 4,002] | | |

| Total assets | | | $ | [removed: 82,896] [added: 85,501] | | | | | $ | [removed: 80,919] [added: 82,896] | |

| Accounts payable | | | $ | [removed: 266] [added: 340] | | | | | $ | [removed: 174] [added: 266] | |

| Settlement payable | | | [removed: 2,443] [added: 3,281] | | | | | | [removed: 1,736] [added: 2,443] | | |

| Accrued compensation and benefits | | | [removed: 1,211] [added: 1,359] | | | | | | [removed: 821] [added: 1,211] | | |

| Client incentives | | | [removed: 5,243] [added: 6,099] | | | | | | [removed: 4,176] [added: 5,243] | | |

The Company could incur judgments, enter into settlements or revise its expectations regarding the outcome of merchants’ claims, which could have a material effect on the estimated amount of the liability in the period in which the effect becomes probable and reasonably estimable.

We also considered relevant publicly available information.

| | | | 2022 | | | | | | 2021 | | |

| Goodwill | | | 17,787 | | | | | | 15,958 | | |

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

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

| | | | Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Stock issued under equity plans | | | | | | | | | | | | | | | 4 | | | | | | 196 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 196 | | |

| Repurchase of class A common stock | | | | | | | | | | | | | | | (56) | | | | | | (600) | | | | | | | | | | | | | | | | | | (10,989) | | | | | | | | | | | | (11,589) | | |

| Balance as of September 30, 2022 | | | 5 | | | | | | $ | 2,324 | | (1) | | | 1,890 | | | | | | $ | 19,545 | | | | | | | | | | | $ | (35) | | | | | $ | 16,116 | | | | | $ | (2,369) | | | | | $ | 35,581 | |

(1)As of September 30, 2022 and 2021, the book value of series A preferred stock was $1.0 billion and $486 million, respectively.

Refer to *Note 5—U.S. and Europe Retrospective Responsibility Plans* for the book value of series B and series C preferred stock.

| | | | Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Stock issued under equity plans | | | | | | | | | | | | | | | 5 | | | | | | 208 | | | | | | | | | | | | | | | | | | | | | | | | 208 | | |

| Balance as of September 30, 2021 | | | 5 | | | | | | $ | 3,080 | | (1) | | | 1,932 | | | | | | $ | 18,855 | | | | | $ | (133) | | | | | $ | 15,351 | | | | | $ | 436 | | | | | $ | 37,589 | |

(1)As of September 30, 2021 and 2020, the book value of series A preferred stock was $486 million and $2.4 billion, respectively.

Refer to *Note 5—U.S. and Europe Retrospective Responsibility Plans* for the book value of series B and series C preferred stock.

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

| | | | Preferred Stock | | | | | | | | | | | | Common Stock and Additional Paid-in Capital | | | | | | | | | | | | Right to Recover for Covered Losses | | | | | | Accumulated Income | | | | | | Accumulated Other Comprehensive Income (Loss), Net | | | | | | Total Equity | | |

| | | | Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Issuance of series A preferred stock | | | — | | | (1) | | | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (5) | | |

| Stock issued under equity plans | | | | | | | | | | | | | | | 4 | | | | | | 190 | | | | | | | | | | | | | | | | | | | | | | | | 190 | | |

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

| Net income | | | $ | 14,957 | | | | | $ | 12,311 | | | | | $ | 10,866 | |

Visa operates one of the world’s largest electronic payments network — VisaNet — which provides transaction processing services (primarily authorization, clearing and settlement).

The Company offers products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem.

During fiscal 2022, economic sanctions were imposed on Russia, impacting Visa and its clients.

The extent and severity of the sanctions impacted the Company’s operations and a reduction in Ruble liquidity impacted the Company’s ability to manage operational impact and related foreign currency risk.

In March 2022, the Company suspended its operations in Russia.

In addition, the Company deconsolidated its Russian subsidiary, resulting in a pre-tax loss of $35 million for the year ended September 30, 2022, which is included in general and administrative expense on the consolidated statements of operations.

September 30, 2022

related to various employee compensation and benefit plans.

The corresponding liability is reported in accrued liabilities on the consolidated balance sheets, with changes in the liability recognized in personnel expense on the consolidated statements of operations.

September 30, 2022

September 30, 2022

*Business Combinations*.

The Company accounts for business combinations using the acquisition method and accordingly, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree are generally recorded at their acquisition date fair values.

The excess of the purchase price over the fair value of net assets acquired, including identifiable intangible assets, is recorded as goodwill.

Acquisition-related costs are expensed in the periods in which the costs are incurred.

Fixed fees

Changes to the outcome could have a significant effect on the estimated amount of the liability.

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

November 18, 2021

| Series A convertible participating preferred stock, less than one shares issued and outstanding at September 30, 2021 and 2020 (the “series A preferred stock”) | | | 486 | | | | | | 2,437 | | |

| Series B convertible participating preferred stock, 2 shares issued and outstanding at September 30, 2021 and 2020 (the “series B preferred stock”) | | | 1,071 | | | | | | 1,106 | | |

| Series C convertible participating preferred stock, 3 shares issued and outstanding at September 30, 2021 and 2020 (the “series C preferred stock”) | | | 1,523 | | | | | | 1,543 | | |

| Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at September 30, 2021 and 2020 | | | — | | | | | | — | | |

| Class C common stock, $0.0001 par value, 1,097 shares authorized, 10 and 11 shares issued and outstanding at September 30, 2021 and 2020, respectively | | | — | | | | | | — | | |

| Additional paid-in capital | | | 18,855 | | | | | | 16,721 | | |

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

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

| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,895 | | |

| Conversion of class C common stock upon sales into public market | | | | | | | | | | | | | | | | | | | | | 3 | | | | | | | | | | | | — | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Cash proceeds from issuance of class A common stock under employee equity plans | | | | | | | | | | | | | | | | | | | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 190 | | | | | | | | | | | | | | | | | | 190 | | |

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

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

| | | | Series B | | | | | | Series C | | | | | | Class A | | | | | | Class B | | | | | | Class C | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Other comprehensive income (loss), net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,204) | | | | | | (1,204) | | |

| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,876 | | |

| Adoption of new accounting standards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 385 | | | | | | 7 | | | | | | 392 | | |

| Conversion of class C common stock upon sales into public market | | | | | | | | | | | | | | | 2 | | | | | | | | | | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Restricted stock and performance-based shares settled in cash for taxes | | | | | | | | | | | | | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (111) | | | | | | | | | | | | | | | | | | (111) | | |

| Cash proceeds from issuance of class A common stock under employee equity plans | | | | | | | | | | | | | | | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 162 | | | | | | | | | | | | | | | | | | 162 | | |

| Balance as of September 30, 2019 | | | 2 | | | | | | 3 | | | | | | 1,718 | | | | | | 245 | | | | | | 11 | | | | | | $ | 5,462 | | | | | | | | | | | $ | (171) | | | | | $ | 16,541 | | | | | $ | 13,502 | | | | | $ | (650) | | | | | $ | 34,684 | |

| Payment of deferred purchase consideration related to the Visa Europe acquisition | | | — | | | | | | — | | | | | | (1,236) | | |

| Cash proceeds from issuance of class A common stock under employee equity plans | | | 208 | | | | | | 190 | | | | | | 162 | | |

| Restricted stock and performance-based shares settled in cash for taxes | | | (144) | | | | | | (160) | | | | | | (111) | | |

September 30, 2021

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.

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

There have been no comparable recent events and as a result the ultimate impact of COVID-19 and the extent to which COVID-19 and new variants continue to impact the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and difficult to predict.

These

The equity method of accounting is also used for flow-through entities such as limited partnerships and limited liability companies when the investment ownership percentage is equal to or greater than 5% of outstanding ownership interests, regardless of whether the Company has significant influence over the investees.

These investments consist of equity holdings in non-public companies and are recorded in other assets on the consolidated balance sheets.

The Company also recognizes revenues, net of sales and other similar

Amounts

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Board Update (“ASU”) 2016-13, which requires the measurement and recognition of expected credit losses for financial assets and certain other instruments held at amortized cost, replacing the incurred loss model.

Subsequently, the FASB also issued amendments to this standard.

The Company adopted the guidance effective October 1, 2020 using the modified retrospective transition method with comparative periods continuing to be reported using the previous applicable guidance.

We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended [removed: (the “Exchange Act”))] [added: (Exchange Act))] that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, [removed: 2021,] [added: 2022,] our disclosure controls and procedures were effective at the reasonable assurance level.

[removed: Management assessed the effectiveness of] [added: Based on management’s assessment, management has concluded that] the Company’s internal control over financial reporting [added: was effective] as of September 30, [removed: 2021.][added: 2022.]

[removed: Based on management’s assessment, management has concluded that] [added: Management assessed] the [added: effectiveness of the] Company’s internal control over financial reporting [removed: was effective] as of September 30, [removed: 2021] [added: 2022] using the criteria set forth in Internal Control*—*Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect [removed: misstatements.][added: misstatements and instances of fraud.]

The effectiveness of our internal control over financial reporting as of September 30, [removed: 2021,] [added: 2022,] has been audited by KPMG LLP, an independent registered public accounting [removed: firm and] [added: firm, as stated in its report which] is included in *Item 8* of this report.

There have been no [removed: significant] changes in our internal controls over financial reporting that occurred during our fourth quarter of fiscal [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

*Inherent Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting*

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures.

These limitations include the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource constraints.

PART III

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, 2021, and certain information included therein is incorporated herein by reference.

Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference.

Such incorporation does not include the report of the Audit and Risk Committee included in the Proxy Statement.

Not applicable.

PART III

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 [removed: http://investor.visa.com,] [added: *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 94119 or corporatesecretary@visa.com.

The Company will file a definitive proxy statement pursuant to Regulation 14A under the Exchange Act (Proxy Statement) no later than 120 days after the end of the fiscal year ended September 30, 2022.

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

The information required by this item concerning the Company’s directors, executive officers, the Code of Business Conduct and Ethics and corporate governance matters is incorporated herein by reference to the sections entitled *“Director Nominee Biographies,” “Executive Officers” and “Corporate Governance”* in our Proxy Statement.

The information required by this item regarding compliance with Section 16(a) of the Exchange Act pursuant to Item 405 of Regulation S-K is incorporated herein by reference to the section entitled *“Beneficial Ownership of Equity Securities”* in our Proxy Statement.

The information required by this item [removed: concerning director] [added: will be included in our Proxy Statement] and [removed: executive compensation] is incorporated herein by [removed: reference to the sections entitled *“Compensation of Non-Employee Directors” and “Executive Compensation”* in our Proxy Statement.][added: reference.]

The information required by this item pursuant to Item 407(e)(4) of Regulation S-K is incorporated herein by reference to the section entitled *“Compensation Committee Interlocks and Insider Participation”* in our Proxy Statement.

The information required by this item pursuant to Item 407(e)(5) of Regulation S-K is incorporated herein by reference to the section entitled *“Compensation Committee Report”* in our Proxy Statement.

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

The information required by this item pursuant to Item 403 of Regulation S-K is incorporated herein by reference to the section entitled *“Beneficial Ownership of Equity Securities”* in our Proxy Statement.

For the information required by item 201(d) of Regulation S-K, refer to *Item 5* in this report.

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

The information required by this item concerning related party transactions pursuant to Item 404 of Regulation S-K is incorporated herein by reference to the section entitled *“Certain Relationships and Related Person Transactions”* in our Proxy Statement.

The information required by this item concerning director independence pursuant to Item 407(a) of Regulation S-K is incorporated herein by reference to the section entitled *“Independence of Directors”* in our Proxy Statement.

The information required by this Item will be included in our Proxy Statement and is incorporated herein by reference.

The information required by this Item is incorporated herein by reference to the section entitled *“Independent Registered Public Accounting Firm Fees”* in our Proxy Statement.

EXHIBIT INDEX

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

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

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |

| Exhibit | | | | | | Exhibit | | | | | | | | | | | | File | | | | | | Exhibit | | | | | | Filing | | |

| Number | | | | | | Description | | | | | | Form | | | | | | Number | | | | | | Number | | | | | | Date | | |

| 2.1 | | | | | | Amended and Restated Transaction Agreement, dated as of May 10, 2016, between Visa Inc. and Visa Europe Limited # | | | | | | 8-K | | | | | | 001-33977 | | | | | | [2.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316116000027/exh21artransagmt.htm) | | | | | | 5/10/2016 | | |

| 3.1 | | | | | | Seventh Restated Certificate of Incorporation of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [3.1](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000005/seventhrestatedcertifica.htm) | | | | | | 1/27/2021 | | |

| 3.2 | | | | | | Amended and Restated Bylaws of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [3.2](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000005/amendedandrestatedbylaws.htm) | | | | | | 1/27/2021 | | |

| 4.1 | | | | | | Form of stock certificate of Visa Inc. | | | | | | S-4/A | | | | | | 333-143966 | | | | | | [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312507200042/dex41.htm) | | | | | | 9/13/2007 | | |

| 4.2 | | | | | | Form of specimen certificate for class B common stock of Visa Inc. | | | | | | 8-A | | | | | | 000-53572 | | | | | | [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312509012478/dex41.htm) | | | | | | 1/28/2009 | | |

| 4.3 | | | | | | Form of specimen certificate for class C common stock of Visa Inc. | | | | | | 8-A | | | | | | 000-53572 | | | | | | [4.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312509012478/dex42.htm) | | | | | | 1/28/2009 | | |

| 4.4 | | | | | | Indenture dated December 14, 2015 between Visa Inc. and U.S. Bank National Association | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex41.htm) | | | | | | 12/14/2015 | | |

| 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 | | |

| 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 | | |

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

| 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 | | |

| 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 | | |

| 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 | | |

| 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 | | |

| 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 | | |

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

| 4.14 | | | | | | Form of 2.700% Senior Note due 2040 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex43.htm) | | | | | | 4/2/2020 | | |

| 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 | | |

| 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 | | |

| 4.17 | | | | | | 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 | | |

| 4.18 | | | | | | 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 | | |

| 4.19 | | | | | | Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [3.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex32.htm) | | | | | | 6/21/2016 | | |

| 4.20 | | | | | | 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 | | |

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

| 10.1 | | | | | | Form of Indemnity Agreement | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316120000012/vex101formofindemnitya.htm) | | | | | | 1/31/2020 | | |

| 10.2 | | | | | | Amended and Restated Global Restructuring Agreement, dated August 24, 2007, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe Limited, Visa Canada Association, Inovant LLC, Inovant, Inc., Visa Europe Services, Inc., Visa International Transition LLC, VI Merger Sub, Inc., Visa USA Merger Sub Inc. and 1734313 Ontario Inc. | | | | | | S-4/A | | | | | | 333-143966 | | | | | | [Annex A](http://www.sec.gov/Archives/edgar/data/1403161/000119312507200042/ds4a.htm#toc) | | | | | | 9/13/2007 | | |

| 10.3 | | | | | | Form of Escrow Agreement by and among Visa Inc., Visa U.S.A. Inc. and the escrow agent | | | | | | S-4 | | | | | | 333-143966 | | | | | | [10.15](http://www.sec.gov/Archives/edgar/data/1403161/000119312507140569/dex1015.htm) | | | | | | 6/22/2007 | | |

| 10.4 | | | | | | Form of Framework Agreement by and among Visa Inc., Visa Europe Limited, Inovant LLC, Visa International Services Association and Visa U.S.A. Inc. † | | | | | | S-4/A | | | | | | 333-143966 | | | | | | [10.17](http://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1017.htm) | | | | | | 7/24/2007 | | |

| 10.5 | | | | | | Five Year Revolving Credit Agreement, amended and restated as of July 25, 2019, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and Visa Europe Limited, as borrowers, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank N.A., as syndication agent, and the lenders referred to therein # | | | | | | 10-K | | | | | | 001-33977 | | | | | | [10.5](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000050/vex105093019.htm) | | | | | | 11/13/2019 | | |

| 10.6 | | | | | | Form of Interchange Judgment Sharing Agreement by and among Visa International Service Association and Visa U.S.A. Inc., and the other parties thereto † | | | | | | S-4/A | | | | | | 333-143966 | | | | | | [10.13](http://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1013.htm) | | | | | | 7/24/2007 | | |

| 10.7 | | | | | | Interchange Judgment Sharing Agreement Schedule | | | | | | 8-K | | | | | | 001-33977 | | | | | | [10.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312511027494/dex102.htm) | | | | | | 2/8/2011 | | |

| 10.8 | | | | | | Amendment of Interchange Judgment Sharing Agreement | | | | | | 10-K | | | | | | 001-33977 | | | | | | [10.10](http://www.sec.gov/Archives/edgar/data/1403161/000140316115000013/vex1010093015.htm) | | | | | | 11/20/2015 | | |

| 10.9 | | | | | | Form of Loss Sharing Agreement by and among Visa U.S.A. Inc., Visa International Service Association, Visa Inc. and various financial institutions | | | | | | S-4/A | | | | | | 333-143966 | | | | | | [10.14](http://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1014.htm) | | | | | | 7/24/2007 | | |

| 10.10 | | | | | | Loss Sharing Agreement Schedule | | | | | | 8-K | | | | | | 001-33977 | | | | | | [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312511027494/dex101.htm) | | | | | | 2/8/2011 | | |

None.

EXHIBIT INDEX

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

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

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |

| Exhibit | | | | | | Exhibit | | | | | | | | | | | | File | | | | | | Exhibit | | | | | | Filing | | |

| Number | | | | | | Description | | | | | | Form | | | | | | Number | | | | | | Number | | | | | | Date | | |

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

| 2.1 | | | | | | Amended and Restated Transaction Agreement, dated as of May 10, 2016, between Visa Inc. and Visa Europe Limited # | | | | | | 8-K | | | | | | 001-33977 | | | | | | [2.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316116000027/exh21artransagmt.htm) | | | | | | 5/10/2016 | | |

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

| 3.1 | | | | | | Seventh Restated Certificate of Incorporation of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [3.1](https://www.sec.gov/Archives/edgar/data/1403161/000140316121000005/seventhrestatedcertifica.htm) | | | | | | 1/27/2021 | | |

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

| 3.2 | | | | | | Amended and Restated Bylaws of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [3.2](http://www.sec.gov/Archives/edgar/data/1403161/000140316122000065/vexh3208052022.htm) | | | | | | 8/5/2022 | | |

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

| 4.1 | | | | | | Form of stock certificate of Visa Inc. | | | | | | S-4/A | | | | | | 333-143966 | | | | | | [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312507200042/dex41.htm) | | | | | | 9/13/2007 | | |

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

| 4.2 | | | | | | Form of specimen certificate for class B common stock of Visa Inc. | | | | | | 8-A | | | | | | 000-53572 | | | | | | [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312509012478/dex41.htm) | | | | | | 1/28/2009 | | |

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

| 4.3 | | | | | | Form of specimen certificate for class C common stock of Visa Inc. | | | | | | 8-A | | | | | | 000-53572 | | | | | | [4.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312509012478/dex42.htm) | | | | | | 1/28/2009 | | |

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

| 4.4 | | | | | | 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 | | |

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

| 4.5 | | | | | | Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc. | | | | | | 8-K | | | | | | 001-33977 | | | | | | [3.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex32.htm) | | | | | | 6/21/2016 | | |

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

| 4.6 | | | | | | 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 | | |

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

| 4.7 | | | | | | Indenture dated December 14, 2015 between Visa Inc. and U.S. Bank National Association | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex41.htm) | | | | | | 12/14/2015 | | |

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

| 4.8 | | | | | | 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 | | |

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

| 4.9 | | | | | | Form of 3.150% Senior Note due 2025 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.5](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex45.htm) | | | | | | 12/14/2015 | | |

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

| 4.10 | | | | | | Form of 1.500% Senior Note due 2026 | | | | | | 8-K | | | | | | 001-33977 | | | | | | [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex41.htm) | | | | | | 6/1/2022 | | |

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

| 4.11 | | | | | | 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 | | |

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

| 4.12 | | | | | | 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 | | |

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

| 4.13 | | | | | | 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 | | |

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