Visa (V) 10-K risk factor changes: FY2023 vs FY2022

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

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

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

Regulators around the world have been establishing or increasing their authority to regulate [removed: certain] [added: various] aspects of the payments industry.

See *Item [removed: 1*—*Business —Government] [added: 1—Government] Regulation* for more information*.* In the U.S. and many other jurisdictions, we have historically set default interchange reimbursement fees.

[removed: The] [added: Additionally, the] Dodd-Frank Act [removed: also] limits issuers’ and our ability to adopt network exclusivity and preferred routing in the debit and prepaid area, which also impacts our business.

[removed: In] [added: For example, in] October 2022, the Federal Reserve published a final rule effectively requiring issuers to ensure that at least two unaffiliated networks are available for routing card not present debit transactions by July 1, 2023.

[removed: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7)] [added: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [of [removed: Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)][added: Contents](#ib8781c2034714c6298c4cf56c426b196_7)]

[added: Separately, there continues to be interest in regulation of credit interchange fees] and routing practices by members of Congress and state legislators in the U.S. In [removed: 2022,] [added: June 2023,] legislation was [removed: introduced] [added: reintroduced] 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.

[added: -] In Europe, 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).

The European Commission [removed: recently] [added: has] 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.

[added: -] Several countries in Latin America [removed: are exploring] [added: continue to explore] regulatory measures against payments networks and have either adopted or are exploring interchange caps, including Argentina, Brazil, Chile and Costa Rica.

The RBA also continues to assess the potential merits of mandating co-badging and [added: merchant] routing [removed: requirements] [added: choice] on dual network debit cards.

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

[removed: The] [added: Finally, in June 2022, the] UK’s PSR [removed: recently] initiated two market reviews: one focusing on post-Brexit increases in interchange rates for transactions between the UK and Europe, and [removed: the other] [added: another] focusing on increases in [added: the UK in what are referred to as] scheme and processing [removed: fees in the UK.][added: fees.]

[removed: Meanwhile,] [added: In 2020,] Costa Rica became the first country to formally regulate cross-border interchange rates by direct regulation.

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

[removed: With] [added: - As referenced above, 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.

Similarly, new regulations involving one product offering may prompt regulators to extend [removed: the regulations to other product offerings.]

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

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

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

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 [removed: business.][added: business or potentially limit how we make our products and services available.]

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

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

To varying degrees, these policies and regulations affect the terms of competition in the marketplace and [removed: undermine] [added: impair] the [removed: competitiveness] [added: ability] of international payments [removed: networks.][added: networks to compete.]

Public authorities may [added: also] impose regulatory requirements that favor domestic providers or mandate that domestic payments or data processing be performed entirely within that country, which could prevent us from managing the end-to-end processing of certain transactions.

Although we [removed: have] filed an application with the People’s Bank of China (PBOC) [added: in May 2020] to operate a Bank Card Clearing Institution (BCCI) in China, the timing and the procedural steps for approval remain uncertain.

[removed: The approval process might take several years, and there] [added: 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.

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 [removed: us] [added: Visa] or other international payments networks.

The PBOC is contemplating that dual-branded cards [removed: could] be phased out over time as new licenses are issued to international companies to participate in China’s domestic payments market.

Accordingly, we have been working with Chinese issuers to issue Visa-only branded cards for international travel, and later for domestic transactions [removed: after] [added: should] we obtain a BCCI license.

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

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

[removed: 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,] [added: Separately,] Russia [added: has] called for the BRICS countries (a five-country bloc made up of Brazil, Russia, India, China and South [removed: Africa),] [added: Africa, and which recently extended invitations] to [added: Argentina, Egypt, Ethiopia, Iran, Saudi Arabia, and the United Arab Emirates), to] lessen dependence on Western [removed: payment] [added: payments] systems by, among other things, integrating [removed: payment] [added: payments] systems and cards across member countries.

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

[removed: Similarly,] [added: Finally,] an increasing number of jurisdictions are exploring the concept of building central bank digital currencies for retail payments.

Our business relies on the [removed: processing of data in many jurisdictions and the] movement of data across national borders.

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

In response to merchant requests, the Federal Reserve has recently taken actions to revisit its regulations that implement these aspects of the Dodd-Frank Act.

In October 2023, the Federal

Reserve issued a proposal for comment which would further lower debit interchange rates, with a mechanism for automatic adjustment every two years.

Similar legislation was introduced in the previous Congress in 2022 but failed to advance and become law.

The current legislation has additional bipartisan support, and while the ultimate outcome of the legislation remains unclear, its sponsors continue to strongly advocate for its passage.

In addition, industry participants in some countries like Argentina, Chile, Colombia, Dominican Republic, Paraguay, Peru and South Africa have sought intervention from competition regulators or filed claims relating to certain network rules, including Visa’s restrictions on cross-border acquiring.

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the regulations to other product offerings.

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transactions on Visa cards be routed over VisaNet).

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, some countries have expressed concerns about their reliance on U.S. financial services companies, including payments networks, and have taken steps to bolster the development of domestic solutions.

In July 2023, the U.S. Federal Reserve launched its FedNow Service with core clearing and settlement functionality, and expects to add more features and enhancements over time.

Some countries are also exploring cross-border connectivity of their respective RTP systems.

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Additionally, privacy laws in other regions, such as China’s Personal Information Protection Law and India’s Personal Data Protection Act, have extraterritorial application and include restrictions on processing sensitive data, extensive notification requirements, and substantial compliance and audit obligations.

The global proliferation of new privacy and data protection laws may lead to inconsistent and conflicting requirements, which create an uncertain regulatory environment.

In Europe, data protection authorities continue to apply and enforce the General Data Protection (GDPR), imposing record setting fines.

We are also subject to a variety of laws and regulations governing the development, use, and deployment of AI technologies.

These laws and regulations are still evolving, and there is no single global regulatory framework for AI.

The market is still assessing how regulators may apply existing consumer protection and other laws in the context of AI.

There is thus uncertainty on what new laws will look like and how existing laws will apply to our development, use, and deployment of AI.

In the midst of this uncertainty, we may face challenges due to the complexity and rapidly changing nature of AI technology and applicable laws.

Our use of AI and machine learning is subject to various risks at each stage of use.

In the context of AI development, risks relate to intellectual property considerations, the use of personal information, and flaws in algorithms or datasets used for training.

In the context of use and deployment, risks include ethical considerations regarding the outputs, and our ability to safely deploy AI throughout the organization.

Our development and implementation of governance frameworks for our AI and machine learning systems may not be successful in mitigating all of these emerging risks.

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retrospective responsibility plans.

In addition to the open banking provisions under PSD2, efforts to implement or facilitate open banking and open finance requirements are underway across a number of countries, including Australia, Brazil, Canada and the U.S., which could impose additional requirements on financial institutions or others regarding access to and use of financial data.

Examples include initiatives from The Clearing House, an association consisting of large financial institutions that has developed its own faster payments system; Early Warning Services, which

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Similarly, India has expressed interest in expanding its digital public infrastructure, which includes its RTP system, UPI, outside the country and for cross-border payments.

Currently, international payment networks like Visa are unable to participate in UPI.

In certain regions, we are increasingly facing competition from RTP networks and other payment facilitators offering lower pricing, as well as initiatives to lower costs, such as the G20 Roadmap for Enhancing Cross-border Payments.

These include up-front cash payments, fee discounts, rebates, credits,

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Additionally, many merchants have advocated for lower acceptance costs in the form of reduced interchange rates, which could result in some issuers eliminating or reducing their promotion or use of Visa’s products and services, eliminating or reducing cardholder benefits such as rewards programs, or charging account holders increased or new fees for using Visa-branded products, all of which could negatively impact Visa’s transaction volumes and related revenues.

To the extent that such parties fail to perform or deliver adequate services, it may result in negative

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Although the World Health Organization and the federal government declared an end to COVID-19 as a global and national health emergency, respectively, risks related to COVID-19 have adversely affected and may continue to adversely affect our business, results of operations, cash flows and financial condition.

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 into certain incentive and growth agreements with issuers.

In addition, there continues to be interest in further regulation of interchange fees

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

consumers, which make our products less appealing to consumers.

domestic payment providers.

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.

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

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

For example, China adopted its first comprehensive privacy law, the Personal Information Protection Law (PIPL).

Although certain details of PIPL are beginning to be clarified by the issuance of further regulatory clarification or guidance, Visa could be impacted more significantly if our license is approved and we begin processing domestic card transactions in China.

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

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

For example, in Argentina, the government has mandated local acquirers to use debit card credentials to initiate payment transactions on a government-sponsored national RTP system.

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

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

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.

impact our cross-border volumes, the number of cross-border transactions we process and our currency exchange activities, which in turn would reduce our international transaction revenues.

For example, in response to U.S. and European sanctions against Russia earlier this year, we saw increased cyber-threats from state sponsored or nation-state actors.

security breaches affecting their customers, some of whom were Visa account holders.

Visa may take action on the class B common stock and series B and C preferred stock at a certain valuation and due to unforeseen circumstances the overall value of the class B and C common stock and series A, B and C preferred stock as determined by the class A common stock price, may later decrease.

Conversion of our class B

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

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

[removed: *This] [added: This] section of [removed: this Form 10-K] [added: the report] generally discusses fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021.][added: 2022.]

Discussions of fiscal [removed: 2021] [added: 2022] compared to [removed: 2020] [added: 2021] that are not included in this [removed: Form 10-K] [added: report] can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item [removed: 7.][added: 7 in our Annual Report on Form 10-K for the year ended September 30, 2022, filed with the United States Securities and Exchange Commission.]

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

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

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |

| Net revenues | | | $ | [removed: 29,310] [added: 32,653] | | | | | $ | [removed: 24,105] [added: 29,310] | | | | | $ | [removed: 21,846] [added: 24,105] | | | | | [removed: 22] [added: 11] | | % | | | | [removed: 10] [added: 22] | | % |

| Operating expenses | | | $ | [removed: 10,497] [added: 11,653] | | | | | $ | [removed: 8,301] [added: 10,497] | | | | | $ | [removed: 7,765] [added: 8,301] | | | | | [removed: 26] [added: 11] | | % | | | | [removed: 7] [added: 26] | | % |

| Net income | | | $ | [removed: 14,957] [added: 17,273] | | | | | $ | [removed: 12,311] [added: 14,957] | | | | | $ | [removed: 10,866] [added: 12,311] | | | | | [removed: 21] [added: 15] | | % | | | | [removed: 13] [added: 21] | | % |

| Diluted earnings per share | | | $ | [removed: 7.00] [added: 8.28] | | | | | $ | [removed: 5.63] [added: 7.00] | | | | | $ | [removed: 4.89] [added: 5.63] | | | | | [removed: 24] [added: 18] | | % | | | | [removed: 15] [added: 24] | | % |

| Non-GAAP operating expenses(2) | | | $ | [removed: 9,387] [added: 10,481] | | | | | $ | [removed: 8,077] [added: 9,387] | | | | | $ | [removed: 7,702] [added: 8,077] | | | | | [removed: 16] [added: 12] | | % | | | | [removed: 5] [added: 16] | | % |

| Non-GAAP net income(2) | | | $ | [removed: 16,034] [added: 18,280] | | | | | $ | [removed: 12,933] [added: 16,034] | | | | | $ | [removed: 11,193] [added: 12,933] | | | | | [removed: 24] [added: 14] | | % | | | | [removed: 16] [added: 24] | | % |

| Non-GAAP diluted earnings per share(2) | | | $ | [removed: 7.50] [added: 8.77] | | | | | $ | [removed: 5.91] [added: 7.50] | | | | | $ | [removed: 5.04] [added: 5.91] | | | | | [removed: 27] [added: 17] | | % | | | | [removed: 17] [added: 27] | | % |

[removed: (1)Figures] [added: (2)Figures] in the table may not recalculate exactly due to rounding.

*Russia & Ukraine.* During [removed: the quarter ended March 31,] [added: fiscal] 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.

The continuing effects of the [added: liquidity issues at certain financial institutions and the] war in Ukraine are difficult to predict due to numerous uncertainties identified in [removed: Part] [added: *Part] I, Item [removed: 1A “Risk Factors” in] [added: 1A* of] this [removed: Form 10-K.][added: report.]

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*Highlights for fiscal [removed: 2022*.][added: 2023*.]

Net revenues increased [removed: 22% over the prior year,] [added: in fiscal 2023] primarily due to the year-over-year growth in nominal [removed: payments] [added: cross-border] volume, processed transactions and nominal [removed: cross-border] [added: payments] volume, partially offset by higher client incentives.

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

GAAP operating expenses increased [removed: 26%] [added: 11%] over the prior year, primarily driven by higher expenses [removed: for litigation provision and] [added: related to] personnel.

Non-GAAP operating expenses increased [removed: 16%] [added: 12%] over the prior year, primarily driven by higher expenses related to [removed: personnel and general and administrative.][added: personnel.]

[removed: Exchange] [added: In fiscal 2023, exchange] rate movements [removed: positively impacted] [added: lowered] our [removed: operating expense] [added: net revenues] growth by approximately [removed: two-and-a-half] [added: one-and-a-half] percentage points.

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

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

See *Note [removed: 2—Acquisitions*] [added: 10—Debt*] to our consolidated financial statements included in *Item [removed: 8—Financial Statements and Supplementary Data*] [added: 8*] of this report.

*Interchange multidistrict litigation.* During fiscal [removed: 2022,] [added: 2023,] we recorded additional accruals of [removed: $861] [added: $906] million to address claims associated with the interchange multidistrict litigation.

We also made deposits of [removed: $850 million] [added: $1.0 billion] 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 [removed: 8—Financial Statements and Supplementary Data*] [added: 8*] of this report*.*

*Common stock repurchases.* In [removed: December 2021,] [added: October 2022,] our board of directors authorized a $12.0 billion share repurchase program.

During fiscal [removed: 2022,] [added: 2023,] we repurchased [removed: 56] [added: 55] million shares of our class A common stock in the open market for [removed: $11.6] [added: $12.2] billion.

As of September 30, [removed: 2022,] [added: 2023,] our share repurchase program had remaining authorized funds of [removed: $5.2] [added: $5.0] billion.

In October [removed: 2022,] [added: 2023,] our board of directors authorized a new [removed: $12.0] [added: $25.0] billion share repurchase [removed: program.][added: program, providing multi-year flexibility.]

See *Note 15—Stockholders’ Equity* to our consolidated financial statements included in *Item [removed: 8—Financial Statements and Supplementary Data*] [added: 8*] of this report.

Gains and losses [removed: and the related tax impacts] associated with these investments are tied to the performance of the companies that we invest in and therefore do not correlate to the underlying performance of our business.

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

As such, we have excluded this amount [removed: and the related tax impact] to facilitate an evaluation of our current operating performance and comparison to our past operating performance.

We have excluded these amounts [removed: and the related tax impacts] as the expenses are recognized for a limited duration and do not reflect the underlying performance of our business.

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

*Disruption in the Banking Sector.* During fiscal 2023, certain U.S. banks failed, which caused volatility in the global financial markets.

These events did not have an impact on our operating results.

We continuously monitor and manage balance sheet and operational risks from clients in our portfolio, including their settlement obligations.

higher client incentives.

*Pending acquisition.* In June 2023, we entered into a definitive agreement to acquire Pismo Holdings (Pismo), a cloud-native issuer processing and core banking platform with operations in Latin America, Asia Pacific and Europe, for $1.0 billion in cash.

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

*Potential exchange offer program.* In September 2023, we announced that we are engaging with our common stockholders on the subject of potential amendments to our certificate of incorporation that would authorize Visa to conduct an exchange offer program that would have the effect of releasing transfer restrictions on portions of our class B common stock prior to the final resolution of the U.S. covered litigation.

*See our current report on Form 8-K filed with the SEC on September 13, 2023.*

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For fiscal 2023 and 2022, basic earnings per class A common stock was unchanged and increased $0.01, respectively, as a result of the downward adjustments of the class B common stock conversion rate during the fiscal years.

For fiscal 2023 and 2022, diluted earnings per class A common stock remained unchanged.

- *Indirect taxes.

| As reported | | | $ | 11,653 | | | | | $ | 37 | | | | | $ | 3,764 | | | | | 17.9 | | % | | | | $ | 17,273 | | | | | $ | 8.28 | |

| Litigation provision | | | (906) | | | | | | — | | | | | | 201 | | | | | | | | | | | | 705 | | | | | | 0.34 | | |

| Non-GAAP | | | $ | 10,481 | | | | | $ | 141 | | | | | $ | 4,033 | | | | | 18.1 | | % | | | | $ | 18,280 | | | | | $ | 8.77 | |

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

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

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

(1)Determined by applying applicable tax rates.

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| | | | 2023 | | | | | | 2022 | | | | | | % Change(2) | | | | | | 2023 | | | | | | 2022 | | | | | | % Change(2) | | | | | | 2023 | | | | | | 2022 | | | | | | % Change(2) | | |

| Consumer credit | | | $ | 2,230 | | | | | $ | 2,047 | | | | | 9 | | % | | | | $ | 2,810 | | | | | $ | 2,695 | | | | | 4 | | % | | | | $ | 5,040 | | | | | $ | 4,742 | | | | | 6 | | % |

| Consumer debit(3) | | | 2,822 | | | | | | 2,619 | | | | | | 8 | | % | | | | 2,668 | | | | | | 2,728 | | | | | | (2 | | %) | | | | 5,490 | | | | | | 5,346 | | | | | | 3 | | % |

| Commercial(4) | | | 993 | | | | | | 882 | | | | | | 13 | | % | | | | 551 | | | | | | 500 | | | | | | 10 | | % | | | | 1,544 | | | | | | 1,382 | | | | | | 12 | | % |

| Total nominal payments volume(2) | | | $ | 6,045 | | | | | $ | 5,548 | | | | | 9 | | % | | | | $ | 6,029 | | | | | $ | 5,922 | | | | | 2 | | % | | | | $ | 12,074 | | | | | $ | 11,470 | | | | | 5 | | % |

| Cash volume(5) | | | 608 | | | | | | 631 | | | | | | (4 | | %) | | | | 1,844 | | | | | | 1,929 | | | | | | (4 | | %) | | | | 2,453 | | | | | | 2,560 | | | | | | (4 | | %) |

| Total nominal volume(2),(6) | | | $ | 6,653 | | | | | $ | 6,179 | | | | | 8 | | % | | | | $ | 7,873 | | | | | $ | 7,851 | | | | | — | | % | | | | $ | 14,526 | | | | | $ | 14,030 | | | | | 4 | | % |

| Consumer debit(3) | | | 2,619 | | | | | | 2,388 | | | | | | 10 | | % | | | | 2,728 | | | | | | 2,443 | | | | | | 12 | | % | | | | 5,346 | | | | | | 4,830 | | | | | | 11 | | % |

| Total nominal payments volume(2) | | | $ | 5,548 | | | | | $ | 4,725 | | | | | 17 | | % | | | | $ | 5,922 | | | | | $ | 5,248 | | | | | 13 | | % | | | | $ | 11,470 | | | | | $ | 9,973 | | | | | 15 | | % |

| Total nominal volume(2),(6) | | | $ | 6,179 | | | | | $ | 5,360 | | | | | 15 | | % | | | | $ | 7,851 | | | | | $ | 7,172 | | | | | 9 | | % | | | | $ | 14,030 | | | | | $ | 12,532 | | | | | 12 | | % |

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| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | | | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | | | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | |

| Net revenues | | | $ | 32,653 | | | | | $ | 29,310 | | | | | $ | 24,105 | | | | | | | | | | | | | | | | | 11 | | % | | | | 22 | | % |

Service revenues increased over the prior-year comparable fiscal year despite the impact of our suspension of operations in Russia.

[Table](#ib8781c2034714c6298c4cf56c426b196_7) [of Contents](#ib8781c2034714c6298c4cf56c426b196_7)

*•Data processing revenues* increased primarily due to 10% growth in processed transactions, select pricing modifications and growth in value added services.

Data processing revenues increased over the prior-year comparable fiscal year despite the impact of our suspension of operations in Russia.

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Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended September 30, 2021, filed with the United States Securities and Exchange Commission.*

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.

*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.

*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.

size of our acquisitions, rather than our core operations.

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

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

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

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

The resolution of this matter resulted in the recognition of a one-time charge to income tax expense of $28 million, which we believe is not representative of our continuing operations and ongoing effective tax rate.

| As reported | | | $ | 7,765 | | | | | $ | (291) | | | | | $ | 2,924 | | | | | 21.2 | | % | | | | $ | 10,866 | | | | | $ | 4.89 | |

| Remeasurement of deferred tax balances | | | — | | | | | | — | | | | | | (329) | | | | | | | | | | | | 329 | | | | | | 0.15 | | |

| Resolution of a tax item | | | — | | | | | | — | | | | | | (28) | | | | | | | | | | | | 28 | | | | | | 0.01 | | |

| Non-GAAP | | | $ | 7,702 | | | | | $ | (392) | | | | | $ | 2,559 | | | | | 18.6 | | % | | | | $ | 11,193 | | | | | $ | 5.04 | |

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

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

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

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

| Consumer credit | | | $ | 1,641 | | | | | $ | 1,518 | | | | | 8 | | % | | | | $ | 2,398 | | | | | $ | 2,363 | | | | | 1 | | % | | | | $ | 4,039 | | | | | $ | 3,880 | | | | | 4 | | % |

| Consumer debit(3) | | | 2,388 | | | | | | 1,849 | | | | | | 29 | | % | | | | 2,440 | | | | | | 1,976 | | | | | | 24 | | % | | | | 4,828 | | | | | | 3,824 | | | | | | 26 | | % |

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

| Total nominal payments volume(2) | | | $ | 4,725 | | | | | $ | 4,007 | | | | | 18 | | % | | | | $ | 5,245 | | | | | $ | 4,708 | | | | | 11 | | % | | | | $ | 9,971 | | | | | $ | 8,715 | | | | | 14 | | % |

| Cash volume(5) | | | 635 | | | | | | 573 | | | | | | 11 | | % | | | | 1,924 | | | | | | 2,046 | | | | | | (6 | | %) | | | | 2,559 | | | | | | 2,619 | | | | | | (2 | | %) |

| Total nominal volume(2),(6) | | | $ | 5,360 | | | | | $ | 4,580 | | | | | 17 | | % | | | | $ | 7,170 | | | | | $ | 6,753 | | | | | 6 | | % | | | | $ | 12,530 | | | | | $ | 11,334 | | | | | 11 | | % |

In fiscal 2022, exchange rate movements, partially offset by our hedging program, negatively impacted our net revenues growth by approximately two-and-a-half percentage points.

*•Data processing revenues* increased primarily due to 17% growth in processed transactions, partially offset by our suspension of operations in Russia and unfavorable currency fluctuations.

International transaction revenues also increased due to volatility of a broad range of currencies and select pricing modifications.

Also included in this amount is amortization of finite-lived intangible assets primarily obtained through acquisitions.

See *Overview* within this *Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.*

Total operating expenses increased as we invested in future growth and due to the provision for U.S. covered litigation.

The increase also included expenses incurred as a result of steps taken to support our employees in Russia and Ukraine.

*•Marketing expenses* increased due to higher spending in various campaigns, including the FIFA World Cup 2022TM and the Olympic and Paralympic Winter Games Beijing 2022, and client marketing.

- *Professional fees* increased primarily due to consulting fees related to technology and other corporate projects.

- *Interest expense* increased primarily due to higher interest expense related to income tax liabilities and the issuance of debt in fiscal 2022, combined with lower income from derivative instruments that decreased the cost of borrowing on a portion of our outstanding debt.

The effective tax rate in fiscal 2022 differs from the effective tax rate in fiscal 2021 primarily due to the following:

[removed: At] [added: As of] September 30, [added: 2023 and] 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: $220] [added: $236] million [added: and $220 million, respectively,] on our outstanding foreign currency forward contracts.

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

Translation from the Euro to the U.S. dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet [removed: date] [added: dates] and for revenue and expense accounts using an average exchange rate for the period.

A hypothetical 10% change in the Euro against the U.S. dollar compared to the exchange rate [removed: at] [added: as of] September 30, [added: 2023 and] 2022 would result in a foreign currency translation adjustment of [added: $1.9 billion and] $1.8 [removed: billion.][added: billion, respectively.]

[removed: We] [added: As of September 30, 2023 and 2022, we] designated [removed: a portion] [added: €3.0 billion and €1.2 billion, respectively,] of our Euro-denominated senior notes as a net investment hedge against a portion of the foreign exchange rate exposure [removed: of] [added: from] our net investment in Visa [removed: Europe as of September 30, 2022.][added: Europe.]

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

[removed: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7)] [added: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [of [removed: Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)][added: Contents](#ib8781c2034714c6298c4cf56c426b196_7)]

[removed: At] [added: As of] September 30, [added: 2023 and] 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 [added: $43 million and] $47 [removed: million.][added: million, respectively.]

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

Together these swap agreements effectively convert a portion of our U.S. dollar denominated fixed-rate payments into U.S. dollar and [removed: Euro denominated] [added: Euro-denominated] floating-rate payments.

[removed: A] [added: As of September 30, 2023 and 2022, a] hypothetical 100 basis point increase in interest rates would have resulted in an increase of approximately $40 million in annual interest [removed: expense.][added: expense for each fiscal year.]

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

As of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the carrying value of our marketable equity securities was [removed: $291] [added: $163] million and [removed: $323] [added: $291] million, [added: respectively, and the carrying value of our non-marketable equity securities was $1.4 billion and $1.2 billion,] respectively.

See *Note 1—Summary of Significant Accounting Policies* and *Note 13—Derivative and Hedging Instruments* to our consolidated financial statements included in *Item 8* of this report.

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At September 30, 2022 and 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 $3.4 billion and $2.7 billion, respectively.

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

However, actual results could materially differ from our forecast.

At September 30, 2022 and 2021, the fair value of our fixed-rate investment securities were $5.3 billion and $5.5 billion, respectively, and the fair value of our adjustable-rate investment securities were not material and $0.2 billion, respectively.

As of September 30, 2022 and 2021, the carrying value of our non-marketable equity securities was $1.2 billion and $1.5 billion, respectively.

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

Pension Plan Risk

At September 30, 2022 and 2021, our U.S. defined benefit pension plan assets were $1.0 billion and $1.3 billion, respectively, and projected benefit obligations were $0.7 billion and $0.9 billion, respectively.

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

As of September 30, 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 $150 million in the funded status and an increase of approximately $32 million in pension cost.

At September 30, 2022 and 2021, our non-U.S. defined benefit pension plan assets were $0.3 billion and $0.5 billion, respectively, and projected benefit obligations were $0.3 billion and $0.5 billion, respectively.

As of September 30, 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 $82 million in the funded status and an increase of approximately $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 2023, if any, which would be made in September 2023.

We are focused on extending, enhancing and investing in our proprietary [added: advanced transaction processing] network, VisaNet, to offer a single connection point for facilitating payment transactions to multiple endpoints through various form factors.

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

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

During fiscal year [removed: 2022, we saw 258] [added: 2023, 276] billion payments and cash transactions with Visa’s [removed: brand,] [added: brand were processed by Visa or other networks,] equating to an average of [removed: 707] [added: 757] million transactions per day.

Of the [removed: 258] [added: 276] billion total transactions, [removed: 193] [added: 213] billion were processed by Visa.

- We offer a wide range of Visa-branded payment products that our clients, including [removed: nearly 15,000] [added: 14,500] financial institutions, use to develop and offer [removed: core business solutions,] [added: payment solutions or services,] including credit, debit, prepaid and cash access programs for individual, business and government account holders.

During fiscal year [removed: 2022,] [added: 2023,] Visa’s total payments and cash volume was [removed: $14] [added: $15] trillion, and [removed: 4.1] [added: 4.3] billion [removed: credentials(1)] [added: payment credentials, which are issued Visa card accounts that] were available worldwide to be used at more than [removed: 80] [added: 130] million merchant [removed: locations, plus an estimated 20 million locations through payment facilitators.(1)][added: locations.(1)]

We partner with both traditional and emerging players to innovate and expand the payments ecosystem, allowing them to [removed: leverage] [added: use] the resources of our platform to scale and grow their businesses more quickly and effectively.

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

This [added: model] ultimately helps to unify a complex payments ecosystem.

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

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

[removed: (1)] Data provided to Visa by acquiring institutions and other third parties as of June 30, [removed: 2022.][added: 2023.]

[removed: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7)] [added: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [of [removed: Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)][added: Contents](#ib8781c2034714c6298c4cf56c426b196_7)]

FISCAL YEAR [removed: 2022] [added: 2023] KEY STATISTICS

[removed: ][added: ]

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

[removed: ][added: ]

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

Through VisaNet, the acquirer presents the transaction data to Visa, which in turn [removed: contacts] [added: sends] the [added: transaction data to the] issuer to check the account holder’s account [added: balance] or credit line for authorization.

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

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

Generally, interchange reimbursement fees are [removed: collected from acquirers and] paid [added: by acquirers] to issuers.

Our acquiring clients are [removed: generally] responsible for [removed: soliciting] [added: setting the fees they charge to] merchants [removed: as well as establishing] [added: for the MDR] and [removed: earning these fees.][added: for soliciting merchants.]

Our net revenues in fiscal year [removed: 2022] [added: 2023] consisted of the following:

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

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

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

Globally, we have [removed: more than 30] [added: 50] countries and territories with more than 90 percent contactless penetration and more than [removed: 90] [added: 100] countries [added: and territories] where tap to pay is more than 50 percent of face-to-face transactions.

Excluding the United States, [removed: more than 70] [added: 76] percent of face-to-face transactions globally were [removed: contactless.][added: contactless in fiscal year 2023.]

In the U.S., Visa has [removed: 28] [added: surpassed 40] percent contactless penetration and [removed: 495] [added: more than 520] million tap-to-pay-enabled Visa cards.

We have activated more than [removed: 600] [added: 750] contactless public transport projects worldwide.

In addition, we [removed: surpassed one] [added: processed more than 1.6] billion contactless transactions on global transit systems in fiscal year [removed: 2022,] [added: 2023,] an increase of [removed: 70%] [added: more than 30 percent] year over year.

This security technology can work for a variety of payment transactions, both in [removed: the physical and online space.][added: person or online.]

As of the end of fiscal year [removed: 2022,] [added: 2023,] Visa provisioned more than [removed: 4] [added: 7.5] billion network tokens, surpassing the number of physical cards in circulation.

The milestone reinforces Visa’s commitment to secure, [removed: seamless, digital payments, in-store] [added: reliable] and [added: efficient money movement, in person and] online.

[removed: Click] [added: Click] to Pay

The goal of Click to Pay is to make digital payments [removed: safe, consistent] [added: as secure, reliable] and interoperable [removed: like] [added: as] the checkout experience in [removed: physical stores.][added: person.]

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

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

As a network of networks enabling global movement of money through all available networks, we are working to provide payment solutions and services for everyone, everywhere.

(1) The number includes an estimated 30 million locations through payment facilitators, which are technology providers that provide payment acceptance services to merchants on behalf of acquirers.


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

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

|  | | | SERVICE REVENUES Earned for services provided in support of client usage of Visa payment services | | |  | | | OTHER REVENUES Consist mainly of value added services related to advisory, marketing and certain card benefits; license fees for use of the Visa brand or technology; and fees for account holder services, certification and licensing | | |

|  | | | DATA PROCESSING REVENUES Earned for authorization, clearing, settlement; value added services related to issuing, acceptance, and risk and identity solutions; network access; and other maintenance and support services that facilitate transaction and information processing among our clients globally | | | | | | | | |

|  | | | CLIENT INCENTIVES Paid to financial institution clients, merchants and other business partners to grow payments volume; increase Visa product acceptance; win merchant routing transactions over to our network; and drive innovation | | | | | | | | |

|  | | | INTERNATIONAL TRANSACTION REVENUES Earned for cross-border transaction processing and currency conversion activities | | | | | | | | |

(1)Figure may not recalculate exactly due to rounding.

Please see *Item 7* and *Note 1—Summary of Significant Accounting Policies* included in *Item 8* of this report, which include disclosures on how we earn and recognize our revenues.

Visa provides payment processing for both non-Visa-branded and Visa-branded card transactions.

In the context of non-Visa-branded card transactions, we facilitate payment processing by providing gateway routing services to other payment networks.

At the client’s request, we may provide authorization, clearing or settlement services on our network before or after we route the transaction to the other payments network.

In those instances, Visa may earn data processing revenues for the specific services provided.

In the context of Visa-branded card transactions on our network, we provide authorization, clearing and settlement services and may earn service, data processing, international transaction, or other revenues.

Depending on applicable regulations, some payment processors may or may not use our network to process Visa-branded card transactions.

If they use our network, we may earn service revenues and data processing revenues.

If they do not use our network, we earn only service revenues.

These default interchange reimbursement fees are set independently from the revenues we receive from issuers and acquirers.

Visa sets fees to acquirers independently from any fees that acquirers may charge merchants.

Therefore, the fees we receive from issuers and acquirers are not derived from interchange reimbursement fees or MDRs.

[Table](#ib8781c2034714c6298c4cf56c426b196_7) [of Contents](#ib8781c2034714c6298c4cf56c426b196_7)






[Table](#ib8781c2034714c6298c4cf56c426b196_7) [of Contents](#ib8781c2034714c6298c4cf56c426b196_7)

Tokenization

[Table](#ib8781c2034714c6298c4cf56c426b196_7) [of Contents](#ib8781c2034714c6298c4cf56c426b196_7)

New flows focus on facilitating commercial and global money movement across Visa’s network of networks.


Visa Direct is part of Visa’s strategy beyond C2B payments and helps facilitate the delivery of funds to eligible cards, deposit accounts and digital wallets across more than 190 countries and territories.

Visa Direct utilizes more than 70 domestic payment schemes, 10 real-time payments schemes, 15 card-based networks and five payment gateways, with the potential to reach more than 8.5 billion cards, deposit accounts and digital wallets.

In fiscal year 2023, Visa Direct processed more than 7.5 billion transactions across more than 2,800 global programs.

Visa Direct solutions supported more than 500 partners across more than 65 use cases.

We also announced in fiscal year 2023 Visa’s partnership with DailyPay, i2C, PayPal, TabaPay, Venmo and Western Union to pilot Visa+, an innovative service that aims to help individuals send money quickly and securely between different participating P2P digital payment apps.

As a trusted engine of commerce and with new ways to pay, we are working to provide payment solutions for everyone, everywhere.

Net revenues consist of service revenues, data processing revenues, international transaction revenues and other revenues, minus client incentive arrangements we have with our clients.

We have one reportable segment, which is Payment Services.

We generally do not experience any pronounced seasonality in our business.

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 the MDR.







Tokenization


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.

In fiscal year 2022, we had 5.9 billion Visa Direct transactions, an increase of 36 percent year over year, excluding Russia from both periods, and more than 60 use cases and 2,000 programs.

Visa Direct connected 16 card-based networks, 66 automated clearing house (ACH) schemes, 11 real-time payment (RTP) networks and five gateways.

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

(2) Actual fund availability varies by receiving financial institution, receiving account type, region and whether the transaction is domestic or cross-border.


engagement, Visa helps protect financial institutions and merchants from fraud and solve payment security challenges.



Visa strives to become a network of networks, offering a single connection point for senders and receivers to enable money movement to all endpoints and to all form factors, using all available networks.

Visa’s technology platforms include software, hardware, data centers and a large telecommunications infrastructure, each with a distinct architecture and operational footprint wrapped with several layers of security and protection technologies.

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

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.

In 2020, we established the Stand Together initiative in support of social justice and racial equality in the U.S. focused on our people, our community and our company.

We are proud of the progress we have made.

Our partnership with the Thurgood Marshall College Fund for the Visa Black Scholars and Jobs Program resulted in Visa’s inaugural class of 51 scholars participating in year-round programs and training aimed at developing their professional and technical skills this past year.

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

Upon graduation, all scholars who have met their commitments will be offered a full-time job with Visa.

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.

For additional information, please see the section titled “Talent and Human Capital Management” in Visa’s 2022 Proxy Statement.

Our Fintech Fast Track program enables qualifying fintechs to quickly launch and scale their programs.

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

[removed: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7)] [added: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [of [removed: Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)][added: Contents](#ib8781c2034714c6298c4cf56c426b196_7)]

For the fiscal year ended September 30, [removed: 2022][added: 2023]

[removed: ][added: ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

The aggregate market value of the registrant’s class A common stock, [removed: par value $0.0001 per share,] held by non-affiliates (using the New York Stock Exchange closing price as of March 31, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $365.5] [added: $364.9] billion.

There is currently no established public trading market for the registrant’s class B common stock, [removed: par value $0.0001 per share,] or the registrant’s class C common [removed: stock, par value $0.0001 per share.][added: stock.]

As of November [removed: 9, 2022,] [added: 8, 2023,] there were [removed: 1,628,169,181] [added: 1,580,679,900] shares outstanding of the registrant’s class A common stock, [removed: par value $0.0001 per share,] 245,513,385 shares outstanding of the registrant’s class B common stock, [removed: par value $0.0001 per share,] and [removed: 9,812,105] [added: 9,453,068] shares outstanding of the registrant’s class C common [removed: stock, par value $0.0001 per share.][added: stock.]

Portions of the Registrant’s Proxy Statement for the [removed: 2023] [added: 2024] 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: 2022.][added: 2023.]

| Item 1 | | | [removed: [Business](#i1b517193bf8d40d2b1c393e48c558e9e_13)] [added: [Business](#ib8781c2034714c6298c4cf56c426b196_13)] | | | [removed: [4](#i1b517193bf8d40d2b1c393e48c558e9e_13)] [added: [4](#ib8781c2034714c6298c4cf56c426b196_13)] | | |

| Item 1A | | | [Risk [removed: Factors](#i1b517193bf8d40d2b1c393e48c558e9e_16)] [added: Factors](#ib8781c2034714c6298c4cf56c426b196_16)] | | | [removed: [17](#i1b517193bf8d40d2b1c393e48c558e9e_16)] [added: [18](#ib8781c2034714c6298c4cf56c426b196_16)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i1b517193bf8d40d2b1c393e48c558e9e_19)] [added: Comments](#ib8781c2034714c6298c4cf56c426b196_19)] | | | [removed: [30](#i1b517193bf8d40d2b1c393e48c558e9e_19)] [added: [33](#ib8781c2034714c6298c4cf56c426b196_19)] | | |

| Item 2 | | | [removed: [Properties](#i1b517193bf8d40d2b1c393e48c558e9e_22)] [added: [Properties](#ib8781c2034714c6298c4cf56c426b196_22)] | | | [removed: [30](#i1b517193bf8d40d2b1c393e48c558e9e_22)] [added: [33](#ib8781c2034714c6298c4cf56c426b196_22)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i1b517193bf8d40d2b1c393e48c558e9e_25)] [added: Proceedings](#ib8781c2034714c6298c4cf56c426b196_25)] | | | [removed: [30](#i1b517193bf8d40d2b1c393e48c558e9e_25)] [added: [33](#ib8781c2034714c6298c4cf56c426b196_25)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i1b517193bf8d40d2b1c393e48c558e9e_28)] [added: Disclosures](#ib8781c2034714c6298c4cf56c426b196_28)] | | | [removed: [30](#i1b517193bf8d40d2b1c393e48c558e9e_28)] [added: [33](#ib8781c2034714c6298c4cf56c426b196_28)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1b517193bf8d40d2b1c393e48c558e9e_34)] [added: Securities](#ib8781c2034714c6298c4cf56c426b196_34)] | | | [removed: [31](#i1b517193bf8d40d2b1c393e48c558e9e_34)] [added: [34](#ib8781c2034714c6298c4cf56c426b196_34)] | | |

| Item 6 | | | \[Reserved\] | | | [removed: [31](#i1b517193bf8d40d2b1c393e48c558e9e_37)] [added: [34](#ib8781c2034714c6298c4cf56c426b196_43)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1b517193bf8d40d2b1c393e48c558e9e_40)] [added: Operations](#ib8781c2034714c6298c4cf56c426b196_46)] | | | [removed: [32](#i1b517193bf8d40d2b1c393e48c558e9e_40)] [added: [35](#ib8781c2034714c6298c4cf56c426b196_46)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1b517193bf8d40d2b1c393e48c558e9e_73)] [added: Risk](#ib8781c2034714c6298c4cf56c426b196_79)] | | | [removed: [46](#i1b517193bf8d40d2b1c393e48c558e9e_73)] [added: [47](#ib8781c2034714c6298c4cf56c426b196_79)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i1b517193bf8d40d2b1c393e48c558e9e_76)] [added: Data](#ib8781c2034714c6298c4cf56c426b196_82)] | | | [removed: [48](#i1b517193bf8d40d2b1c393e48c558e9e_76)] [added: [49](#ib8781c2034714c6298c4cf56c426b196_82)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1b517193bf8d40d2b1c393e48c558e9e_172)] [added: Disclosure](#ib8781c2034714c6298c4cf56c426b196_175)] | | | [removed: [105](#i1b517193bf8d40d2b1c393e48c558e9e_172)] [added: [102](#ib8781c2034714c6298c4cf56c426b196_175)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i1b517193bf8d40d2b1c393e48c558e9e_175)] [added: Procedures](#ib8781c2034714c6298c4cf56c426b196_178)] | | | [removed: [105](#i1b517193bf8d40d2b1c393e48c558e9e_175)] [added: [102](#ib8781c2034714c6298c4cf56c426b196_178)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1b517193bf8d40d2b1c393e48c558e9e_1816)] [added: Inspections](#ib8781c2034714c6298c4cf56c426b196_184)] | | | [removed: [106](#i1b517193bf8d40d2b1c393e48c558e9e_1816)] [added: [103](#ib8781c2034714c6298c4cf56c426b196_184)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1b517193bf8d40d2b1c393e48c558e9e_184)] [added: Governance](#ib8781c2034714c6298c4cf56c426b196_190)] | | | [removed: [107](#i1b517193bf8d40d2b1c393e48c558e9e_184)] [added: [104](#ib8781c2034714c6298c4cf56c426b196_190)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1b517193bf8d40d2b1c393e48c558e9e_190)] [added: Matters](#ib8781c2034714c6298c4cf56c426b196_196)] | | | [removed: [107](#i1b517193bf8d40d2b1c393e48c558e9e_190)] [added: [104](#ib8781c2034714c6298c4cf56c426b196_196)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1b517193bf8d40d2b1c393e48c558e9e_193)] [added: Independence](#ib8781c2034714c6298c4cf56c426b196_199)] | | | [removed: [107](#i1b517193bf8d40d2b1c393e48c558e9e_193)] [added: [104](#ib8781c2034714c6298c4cf56c426b196_199)] | | |

| Item 14 | | | [Principal Accounting Fees and [removed: Services](#i1b517193bf8d40d2b1c393e48c558e9e_196)] [added: Services](#ib8781c2034714c6298c4cf56c426b196_202)] | | | [removed: [107](#i1b517193bf8d40d2b1c393e48c558e9e_196)] [added: [104](#ib8781c2034714c6298c4cf56c426b196_202)] | | |

| Item 15 | | | [Exhibits, Financial Statement [removed: Schedules](#i1b517193bf8d40d2b1c393e48c558e9e_202)] [added: Schedules](#ib8781c2034714c6298c4cf56c426b196_208)] | | | [removed: [108](#i1b517193bf8d40d2b1c393e48c558e9e_202)] [added: [105](#ib8781c2034714c6298c4cf56c426b196_208)] | | |

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, the impact on our future financial position, results of operations and cash [removed: flows as a result of the war in Ukraine;] [added: flows;] the [removed: ongoing effects] [added: approval and implementation] of the [removed: COVID-19 pandemic, including the reopening] [added: potential certificate] of [removed: borders] [added: incorporation amendments] and [removed: resumption of international travel;] [added: the potential exchange offers;] 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.

We describe risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, any of these forward-looking statements in *Item [removed: 1*—*Business*,] [added: 1*,] *Item [removed: 1A*—*Risk Factors*,] [added: 1A*,] *Item [removed: 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations*] [added: 7*] and elsewhere in this report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

[Table](#ib8781c2034714c6298c4cf56c426b196_7) [of Contents](#ib8781c2034714c6298c4cf56c426b196_7)

| [PART I](#ib8781c2034714c6298c4cf56c426b196_10) | | | | | | | | |

| [PART II](#ib8781c2034714c6298c4cf56c426b196_31) | | | | | | | | |

| Item 9B | | | [Other Information](#ib8781c2034714c6298c4cf56c426b196_181) | | | [102](#ib8781c2034714c6298c4cf56c426b196_181) | | |

| [PART III](#ib8781c2034714c6298c4cf56c426b196_187) | | | | | | | | |

| Item 11 | | | [Executive Compensation](#ib8781c2034714c6298c4cf56c426b196_193) | | | [104](#ib8781c2034714c6298c4cf56c426b196_193) | | |

| [PART IV](#ib8781c2034714c6298c4cf56c426b196_205) | | | | | | | | |

| Item 16 | | | [Form 10-K Summary](#ib8781c2034714c6298c4cf56c426b196_211) | | | [105](#ib8781c2034714c6298c4cf56c426b196_211) | | |

[Table](#ib8781c2034714c6298c4cf56c426b196_7) [of Contents](#ib8781c2034714c6298c4cf56c426b196_7)

[Table](#ib8781c2034714c6298c4cf56c426b196_7) [of Contents](#ib8781c2034714c6298c4cf56c426b196_7)

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

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

| Item 9B | | | [Other Information](#i1b517193bf8d40d2b1c393e48c558e9e_178) | | | [105](#i1b517193bf8d40d2b1c393e48c558e9e_178) | | |

| [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) | | |

[removed: At] [added: As of] September 30, [removed: 2022,] [added: 2023,] we owned or leased [removed: 145] [added: 144] office locations in [removed: 79] [added: 82] countries around the world, including [removed: three global processing] [added: four data] centers located in the [removed: U.S. and] [added: U.S.,] the United [removed: Kingdom.][added: Kingdom and Singapore.]

[removed: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7)] [added: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [of [removed: Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)][added: Contents](#ib8781c2034714c6298c4cf56c426b196_7)]

Our class A common stock has been listed on the New York Stock Exchange under the symbol [removed: “V” since March 19, 2008.][added: “V”.]

[removed: At] [added: As of] November [removed: 9, 2022,] [added: 8, 2023,] we had [removed: 327] [added: 316] stockholders of record of our class A common stock.

The number of beneficial owners is substantially greater than the number of record holders, because a large portion of our class A common stock is held in “street name” by [removed: banks] [added: brokers] and [removed: brokers.][added: other financial institutions on behalf of our stockholders.]

As of November [removed: 9, 2022,] [added: 8, 2023,] there were [removed: 1,203] [added: 1,106] and [removed: 416] [added: 381] holders of record of our class B and C common stock, respectively.

On October [removed: 21, 2022,] [added: 24, 2023,] our board of directors declared a quarterly cash dividend of [removed: $0.45] [added: $0.52] 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 1, [removed: 2022,] [added: 2023,] to holders of record as of November [removed: 11, 2022.][added: 9, 2023.]

The table below presents our purchases of common stock during the quarter ended September 30, [removed: 2022:][added: 2023:]

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

[removed: (1)The] [added: (2)The] figures in the table reflect transactions according to the trade dates.

For purposes of our consolidated financial statements included in this [removed: Form 10-K,] [added: report,] the impact of these repurchases is recorded according to the settlement dates.

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

| July 1-31, 2023 | | | | | | 3 | | | | | | $ | 240.62 | | | | | 3 | | | | | | $ | 8,215 | |

| August 1-31, 2023 | | | | | | 7 | | | | | | $ | 243.29 | | | | | 7 | | | | | | $ | 6,473 | |

| September 1-30, 2023 | | | | | | 7 | | | | | | $ | 238.94 | | | | | 7 | | | | | | $ | 4,733 | |

| Total | | | | | | 17 | | | | | | $ | 241.03 | | | | | 17 | | | | | | | | |

(1)Includes applicable taxes.

| 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 | | | | | | | | |

[removed: [Table](#i1b517193bf8d40d2b1c393e48c558e9e_7)] [added: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [of [removed: Contents](#i1b517193bf8d40d2b1c393e48c558e9e_7)][added: Contents](#ib8781c2034714c6298c4cf56c426b196_7)]

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i1b517193bf8d40d2b1c393e48c558e9e_79)] [added: Firm](#ib8781c2034714c6298c4cf56c426b196_85)] (KPMG LLP, Santa Clara, CA, Auditor Firm ID: 185) | | | [removed: [49](#i1b517193bf8d40d2b1c393e48c558e9e_79)] [added: [50](#ib8781c2034714c6298c4cf56c426b196_85)] | | |

| [Consolidated Balance [removed: Sheets](#i1b517193bf8d40d2b1c393e48c558e9e_82)] [added: Sheets](#ib8781c2034714c6298c4cf56c426b196_88)] | | | [removed: [52](#i1b517193bf8d40d2b1c393e48c558e9e_82)] [added: [53](#ib8781c2034714c6298c4cf56c426b196_88)] | | |

| [Consolidated Statements of [removed: Operations](#i1b517193bf8d40d2b1c393e48c558e9e_88)] [added: Operations](#ib8781c2034714c6298c4cf56c426b196_94)] | | | [removed: [53](#i1b517193bf8d40d2b1c393e48c558e9e_88)] [added: [54](#ib8781c2034714c6298c4cf56c426b196_94)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i1b517193bf8d40d2b1c393e48c558e9e_91)] [added: Income](#ib8781c2034714c6298c4cf56c426b196_97)] | | | [removed: [54](#i1b517193bf8d40d2b1c393e48c558e9e_91)] [added: [55](#ib8781c2034714c6298c4cf56c426b196_97)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i1b517193bf8d40d2b1c393e48c558e9e_94)] [added: Equity](#ib8781c2034714c6298c4cf56c426b196_100)] | | | [removed: [55](#i1b517193bf8d40d2b1c393e48c558e9e_94)] [added: [56](#ib8781c2034714c6298c4cf56c426b196_100)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i1b517193bf8d40d2b1c393e48c558e9e_97)] [added: Flows](#ib8781c2034714c6298c4cf56c426b196_103)] | | | [removed: [58](#i1b517193bf8d40d2b1c393e48c558e9e_97)] [added: [59](#ib8781c2034714c6298c4cf56c426b196_103)] | | |

| [Notes [removed: to the Consolidated] [added: to](#ib8781c2034714c6298c4cf56c426b196_106) [Consolidated] Financial [removed: Statements](#i1b517193bf8d40d2b1c393e48c558e9e_100)] [added: Statements](#ib8781c2034714c6298c4cf56c426b196_106)] | | | [removed: [59](#i1b517193bf8d40d2b1c393e48c558e9e_100)] [added: [60](#ib8781c2034714c6298c4cf56c426b196_106)] | | |

We have audited the accompanying consolidated balance sheets of Visa Inc. and subsidiaries (the Company) as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

*Assessment of the [removed: accrued] litigation [removed: liability] [added: accrual] for class members opting out of the Damages Class settlement in the Interchange Multidistrict Litigation (MDL)*

As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is [removed: involved in] [added: party to] various legal proceedings including the *Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions,* and has recorded [removed: an accrued] [added: a] litigation [removed: liability] [added: accrual] of [removed: $1,441] [added: $1,621] million as of September 30, [removed: 2022.][added: 2023.]

We identified the assessment of the [removed: accrued liability] [added: litigation accrual] for class members opting out of the Damages Class [removed: settlement,] [added: settlement in the *Interchange Multidistrict Litigation (MDL)*,] also known as the *MDL – Individual Merchant Actions*, as a critical audit matter.

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

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

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

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 15,689] [added: 16,286] | | | | | $ | [removed: 16,487] [added: 15,689] | |

| Restricted cash equivalents—U.S. litigation escrow | | | [removed: 1,449] [added: 1,764] | | | | | | [removed: 894] [added: 1,449] | | |

| Investment securities | | | [removed: 2,833] [added: 3,842] | | | | | | [removed: 2,025] [added: 2,833] | | |

| Settlement receivable | | | [removed: 1,932] [added: 2,183] | | | | | | [removed: 1,758] [added: 1,932] | | |

| Accounts receivable | | | [removed: 2,020] [added: 2,291] | | | | | | [removed: 1,968] [added: 2,020] | | |

| Customer collateral | | | [removed: 2,342] [added: 3,005] | | | | | | [removed: 2,260] [added: 2,342] | | |

| Current portion of client incentives | | | [removed: 1,272] [added: 1,577] | | | | | | [removed: 1,359] [added: 1,272] | | |

| Prepaid expenses and other current assets | | | [removed: 2,668] [added: 2,584] | | | | | | [removed: 856] [added: 2,668] | | |

| Total current assets | | | [removed: 30,205] [added: 33,532] | | | | | | [removed: 27,607] [added: 30,205] | | |

| Investment securities | | | [removed: 2,136] [added: 1,921] | | | | | | [removed: 1,705] [added: 2,136] | | |

| Client incentives | | | [removed: 3,348] [added: 3,789] | | | | | | [removed: 3,245] [added: 3,348] | | |

| Property, equipment and technology, net | | | [removed: 3,223] [added: 3,425] | | | | | | [removed: 2,715] [added: 3,223] | | |

| Goodwill | | | [removed: 17,787] [added: 17,997] | | | | | | [removed: 15,958] [added: 17,787] | | |

| Intangible assets, net | | | [removed: 25,065] [added: 26,104] | | | | | | [removed: 27,664] [added: 25,065] | | |

| Other assets | | | [removed: 3,737] [added: 3,731] | | | | | | [removed: 4,002] [added: 3,737] | | |

| Total assets | | | $ | [removed: 85,501] [added: 90,499] | | | | | $ | [removed: 82,896] [added: 85,501] | |

| Accounts payable | | | $ | [removed: 340] [added: 375] | | | | | $ | [removed: 266] [added: 340] | |

| Settlement payable | | | [removed: 3,281] [added: 3,269] | | | | | | [removed: 2,443] [added: 3,281] | | |

| Accrued compensation and benefits | | | [removed: 1,359] [added: 1,506] | | | | | | [removed: 1,211] [added: 1,359] | | |

| Client incentives | | | [removed: 6,099] [added: 8,177] | | | | | | [removed: 5,243] [added: 6,099] | | |

| Accrued liabilities | | | [removed: 3,726] [added: 5,015] | | | | | | [removed: 2,334] [added: 3,726] | | |

| | | | 2023 | | | | | | 2022 | | |

| Translation adjustments | | | 975 | | | | | | (3,255) | | | | | | (95) | | |

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

| Repurchase of class A common stock | | | | | | | | | | | | | | | (55) | | | | | | (584) | | | | | | | | | | | | | | | | | | (11,598) | | | | | | | | | | | | (12,182) | | |

| Balance as of September 30, 2023 | | | 5 | | | | | | $ | 1,698 | | (1) | | | 1,849 | | | | | | $ | 20,452 | | | | | | | | | | | $ | (140) | | | | | $ | 18,040 | | | | | $ | (1,317) | | | | | $ | 38,733 | |

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

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

| Net income | | | $ | 17,273 | | | | | $ | 14,957 | | | | | $ | 12,311 | |

September 30, 2023

Pledged securities are held by a custodian in accounts under the Company’s name and ownership.

September 30, 2023

The Company delivers its payments network services directly to issuers and acquirers, who provide those services to others within the payments network: the merchants and consumers.

The Company considers all parties in Visa’s payments network as customers.

The Company earns net revenues primarily from issuers and acquirers.

The transaction price for each specific service is reported net of discounts attributable to individual services or fees.

September 30, 2023

These revenues include fees related to payments volumes.

Visa’s obligation is to stand ready to provide continuous access to Visa’s payments network and related services with respect to Visa-branded payments programs.

Client incentive assets and liabilities are classified on the consolidated balance sheets as current or long-term based on a 12-month operating cycle.

September 30, 2023

*Derivative and hedging instruments*.

The

September 30, 2023

*Recently Adopted Accounting Pronouncement.* In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform.

Subsequently, the FASB also issued amendments to this standard.

The amendments in the ASU are effective upon issuance through December 31, 2024.

During fiscal 2023, the Company adopted certain optional expedients provided in this ASU in relation to contract modifications and hedge accounting.

*Pending Acquisition*

In June 2023, Visa entered into a definitive agreement to acquire Pismo Holdings, a cloud-native issuer processing and core banking platform with operations in Latin America, Asia Pacific and Europe, for $1.0 billion in cash.

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

*Fiscal 2022 Acquisitions*

September 30, 2023

| Net revenues | | | $ | 32,653 | | | | | $ | 29,310 | | | | | $ | 24,105 | |

September 30, 2023

| | | | 2023 | | | | | | 2022 | | | | | | | | |

| Customer collateral | | | 3,005 | | | | | | 2,342 | | | | | | | | |

The Company has established several related mechanisms designed to address potential liability under certain litigation (U.S. covered litigation).

September 30, 2023

| | | | 2023 | | | | | | 2022 | | | | | | | | |

In addition, the monetary portion of any judgment assigned to Visa-

VISA INC.

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

November 16, 2022

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

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

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

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

| Balance as of September 30, 2019 | | | 5 | | | | | | $ | 5,462 | | | | | 1,974 | | | | | | $ | 16,541 | | | | | $ | (171) | | | | | $ | 13,502 | | | | | $ | (650) | | | | | $ | 34,684 | |

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

| Balance as of September 30, 2020 | | | 5 | | | | | | $ | 5,086 | | | | | 1,939 | | | | | | $ | 16,721 | | | | | $ | (39) | | | | | $ | 14,088 | | | | | $ | 354 | | | | | $ | 36,210 | |

| Payments to settle derivative instruments | | | — | | | | | | — | | | | | | (333) | | |

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 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

related to various employee compensation and benefit plans.

Fully depreciated assets are retained in property, equipment and technology, net, until removed from service.

The Company relies on a number of factors when completing impairment assessments, including a review of discounted net future cash flows, business plans and the use of present value techniques.

*Goodwill*.

The Company performed its annual impairment review of goodwill as of February 1, 2022, and concluded there was no impairment as of that date.

No recent events or changes in circumstances indicate that impairment existed as of September 30, 2022.

Fixed fees

for payments network services are generally recognized ratably over the related service period.

The Company also earns revenues from assessments designed to support ongoing acceptance and volume growth initiatives, which are recognized in the same period the related volume is transacted.

The Company elects to

The discount rate is based on a cash flow matching analysis, with the projected benefit payments matching spot rates from a yield curve developed from high-quality corporate bonds.

The expected rate of return on pension plan assets is primarily based on the targeted allocation, and evaluated for reasonableness by considering such factors as: (i) actual return on plan assets; (ii) historical rates of return on various asset classes in the portfolio; (iii) projections of returns on various asset classes; and (iv) current and prospective capital market conditions and economic forecasts.

Any difference between actual and expected plan experience, including asset return experience, in excess of a 10% corridor is recognized in net periodic pension cost over the expected average employee future service period, which ranges from approximately 7 to 9 years for the U.S. and non-U.S. pension plans.

Other assumptions involve demographic factors such as retirement age, mortality, attrition and the rate of compensation increases.

The Company evaluates assumptions annually and modifies them as appropriate.

The Company recognizes settlement losses when it settles pension benefit obligations, including making lump-sum cash payments to plan participants in exchange for their rights to receive specified pension benefits, when certain thresholds are met.

See *Note 11—Pension and Other Postretirement Benefits*.

Gains and losses related to changes in fair value hedges are

The dilutive effect of incremental common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method.

*Recently Adopted Accounting Pronouncements*

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

The Company adopted this guidance effective October 1, 2021.

The adoption did not have a material impact on the consolidated financial statements.

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

*Currencycloud*

*Tink*

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, [removed: 2022,] [added: 2023,] our disclosure controls and procedures were effective at the reasonable assurance level.

[removed: The Company’s] [added: Our] management is responsible for establishing and maintaining adequate internal control over [added: our] financial [removed: reporting for the Company.][added: reporting.]

Management assessed the effectiveness of [removed: the Company’s] [added: our] internal control over financial reporting as of September 30, [removed: 2022] [added: 2023] using the criteria set forth in Internal Control*—*Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on management’s assessment, management has concluded that [removed: the Company’s] [added: our] internal control over financial reporting was effective as of September 30, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in [removed: its] [added: their] report which is included in *Item 8* of this report.

Projections of any evaluation of effectiveness to future periods are subject to the risks discussed in [removed: *Item] [added: *Part I, Item] 1A—Risk Factors* of this report.

There have been no changes in our internal controls over financial reporting that occurred during our fourth quarter of fiscal [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, [removed: the Company’s] [added: our] internal control over financial reporting.

*(b) Trading Plans.*

None

Not applicable.

[removed: The Company] [added: We] 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, [removed: 2022.][added: 2023.]

See Index to Consolidated Financial Statements in *Item [removed: 8—Financial Statements and Supplementary Data*] [added: 8*] of this report.

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

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

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

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

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

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

| 4.4 | | | | | | [removed: Certificate] [added: [Certificate] of Designations of Series A Convertible Participating Preferred Stock of Visa [removed: Inc.] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex31.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex31.htm)] [added: 3.1] | | | | | | 6/21/2016 | | |

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

| 4.6 | | | | | | [removed: Certificate] [added: [Certificate] of Designations of Series C Convertible Participating Preferred Stock of Visa [removed: Inc.] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex33.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [3.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex33.htm)] [added: 3.3] | | | | | | 6/21/2016 | | |

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

| 4.8 | | | | | | [removed: Form] [added: [Form] of [removed: 2.800%] [added: 3.150%] Senior Note due [removed: 2022] [added: 2025](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex45.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex44.htm)] [added: 4.5] | | | | | | 12/14/2015 | | |

| [removed: 4.9] [added: 4.17] | | | | | | [removed: Form] [added: [Form] of [removed: 3.150%] [added: 4.150%] Senior Note due [removed: 2025] [added: 2035](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex46.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex45.htm)] [added: 4.6] | | | | | | 12/14/2015 | | |

| [removed: 4.10] [added: 4.9] | | | | | | [removed: Form] [added: [Form] of 1.500% Senior Note due [removed: 2026] [added: 2026](http://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex41.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex41.htm)] [added: 4.1] | | | | | | 6/1/2022 | | |

| [removed: 4.11] [added: 4.10] | | | | | | [removed: Form] [added: [Form] of 0.750% Senior Note due [removed: 2027] [added: 2027](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex41.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex41.htm)] [added: 4.1] | | | | | | 8/17/2020 | | |

| [removed: 4.12] [added: 4.11] | | | | | | [removed: Form] [added: [Form] of 1.900% Senior Note due [removed: 2027] [added: 2027](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex41.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex41.htm)] [added: 4.1] | | | | | | 4/2/2020 | | |

| [removed: 4.13] [added: 4.12] | | | | | | [removed: Form] [added: [Form] of 2.750% Senior Note due [removed: 2027] [added: 2027](http://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex42.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex42.htm)] [added: 4.2] | | | | | | 9/11/2017 | | |

| [removed: 4.14] [added: 4.13] | | | | | | [removed: Form] [added: [Form] of 2.000% Senior Note due [removed: 2029] [added: 2029](http://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex42.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex42.htm)] [added: 4.2] | | | | | | 6/1/2022 | | |

| [removed: 4.15] [added: 4.14] | | | | | | [removed: Form] [added: [Form] of 2.050% Senior Note due [removed: 2030] [added: 2030](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex42.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex42.htm)] [added: 4.2] | | | | | | 4/2/2020 | | |

| [removed: 4.16] [added: 4.15] | | | | | | [removed: Form] [added: [Form] of 1.100% Senior Note due [removed: 2031] [added: 2031](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex42.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex42.htm)] [added: 4.2] | | | | | | 8/17/2020 | | |

| [removed: 4.17] [added: 4.16] | | | | | | [removed: Form] [added: [Form] of 2.375% Senior Note due [removed: 2034] [added: 2034](http://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex43.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex43.htm)] [added: 4.3] | | | | | | 6/1/2022 | | |

| [removed: 4.18] [added: 4.19] | | | | | | [removed: Form] [added: [Form] of [removed: 4.150%] [added: 4.300%] Senior Note due [removed: 2035] [added: 2045](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex47.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex46.htm)] [added: 4.7] | | | | | | 12/14/2015 | | |

| [removed: 4.19] [added: 4.18] | | | | | | [removed: Form] [added: [Form] of 2.700% Senior Note due [removed: 2040] [added: 2040](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex43.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex43.htm)] [added: 4.3] | | | | | | 4/2/2020 | | |

| 4.20 | | | | | | [removed: Form] [added: [Form] of [removed: 4.300%] [added: 3.650%] Senior Note due [removed: 2045] [added: 2047](http://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex43.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.7](https://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex47.htm)] [added: 4.3] | | | | | | [removed: 12/14/2015] [added: 9/11/2017] | | |

| 4.21 | | | | | | [removed: Form] [added: [Form] of [removed: 3.650%] [added: 2.000%] Senior Note due [removed: 2047] [added: 2050](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex43.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex43.htm)] [added: 4.3] | | | | | | [removed: 9/11/2017] [added: 8/17/2020] | | |

| [removed: 4.22] [added: 10.1] | | | | | | [removed: Form] [added: [Form] of [removed: 2.000% Senior Note due 2050] [added: Indemnity Agreement](http://www.sec.gov/Archives/edgar/data/1403161/000140316120000012/vex101formofindemnitya.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 001-33977 | | | | | | [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex43.htm)] [added: 10.1] | | | | | | [removed: 8/17/2020] [added: 1/31/2020] | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000081/vex423093022.htm)[3](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000081/vex423093022.htm)[+](https://www.sec.gov/Archives/edgar/data/1403161/000140316122000081/vex423093022.htm)] [added: 4.22+] | | | | | | [removed: Description] [added: [Description] of [removed: Securities] [added: Securities](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000099/vex422093023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.1] [added: 10.10] | | | | | | [removed: Form of Indemnity] [added: [Loss Sharing] Agreement [added: Schedule](http://www.sec.gov/Archives/edgar/data/1403161/000119312511027494/dex101.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-33977 | | | | | | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316120000012/vex101formofindemnitya.htm)] [added: 10.1] | | | | | | [removed: 1/31/2020] [added: 2/8/2011] | | |

| 10.2 | | | | | | [removed: Amended] [added: [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 [removed: Inc.] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1403161/000119312507200042/ds4a.htm#toc)] | | | | | | S-4/A | | | | | | 333-143966 | | | | | | [removed: [Annex A](http://www.sec.gov/Archives/edgar/data/1403161/000119312507200042/ds4a.htm#toc)] [added: Annex A] | | | | | | 9/13/2007 | | |

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

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

| 10.5 | | | | | | [removed: Five] [added: [Amended and Restated](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000072/vex10163023.htm) [Five] Year Revolving Credit [removed: Agreement, amended and restated as of July 25, 2019,] [added: Agreement,](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000072/vex10163023.htm) [dated](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000072/vex10163023.htm) [as of](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000072/vex10163023.htm) [May 31, 2023](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000072/vex10163023.htm)[,] 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 [removed: #] [added: #](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000072/vex10163023.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-33977 | | | | | | [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1403161/000140316119000050/vex105093019.htm)] [added: 10.1] | | | | | | [removed: 11/13/2019] [added: 07/26/2023] | | |

| [removed: 10.7] [added: 10.6] | | | | | | [removed: Form] [added: [Form] of Interchange Judgment Sharing Agreement by and among Visa International Service Association and Visa U.S.A. Inc., and the other parties thereto [removed: †] [added: †](http://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1013.htm)] | | | | | | S-4/A | | | | | | 333-143966 | | | | | | [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1013.htm)] [added: 10.13] | | | | | | 7/24/2007 | | |

| [removed: 10.8] [added: 10.7] | | | | | | [removed: Interchange] [added: [Interchange] Judgment Sharing Agreement [removed: Schedule] [added: Schedule](http://www.sec.gov/Archives/edgar/data/1403161/000119312511027494/dex102.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312511027494/dex102.htm)] [added: 10.2] | | | | | | 2/8/2011 | | |

| [removed: 10.9] [added: 10.8] | | | | | | [removed: Amendment] [added: [Amendment] of Interchange Judgment Sharing [removed: Agreement] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1403161/000140316115000013/vex1010093015.htm)] | | | | | | 10-K | | | | | | 001-33977 | | | | | | [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1403161/000140316115000013/vex1010093015.htm)] [added: 10.10] | | | | | | 11/20/2015 | | |

| [removed: 10.10] [added: 10.9] | | | | | | [removed: Form] [added: [Form] of Loss Sharing Agreement by and among Visa U.S.A. Inc., Visa International Service Association, Visa Inc. and various financial [removed: institutions] [added: institutions](http://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1014.htm)] | | | | | | S-4/A | | | | | | 333-143966 | | | | | | [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1403161/000119312507160768/dex1014.htm)] [added: 10.14] | | | | | | 7/24/2007 | | |

| 10.11 | | | | | | [added: [Amendment of] Loss Sharing [removed: Agreement Schedule] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1403161/000140316115000013/vex1013093015.htm)] | | | | | | [removed: 8-K] [added: 10-K] | | | | | | 001-33977 | | | | | | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000119312511027494/dex101.htm)] [added: 10.13] | | | | | | [removed: 2/8/2011] [added: 11/20/2015] | | |

| [removed: 10.12] [added: 10.15] | | | | | | [removed: Amendment of Loss Sharing] [added: [Second Amendment, dated October 22, 2015, to Omnibus] Agreement [added: regarding Interchange Litigation Judgment Sharing and Settlement Sharing](http://www.sec.gov/Archives/edgar/data/1403161/000140316115000013/vex1017093015.htm)] | | | | | | 10-K | | | | | | 001-33977 | | | | | | [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1403161/000140316115000013/vex1013093015.htm)] [added: 10.17] | | | | | | 11/20/2015 | | |

| [removed: 10.13] [added: 10.12] | | | | | | [removed: Form] [added: [Form] of Litigation Management Agreement by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and the other parties [removed: thereto] [added: thereto](http://www.sec.gov/Archives/edgar/data/1403161/000119312507186914/dex1018.htm)] | | | | | | S-4/A | | | | | | 333-143966 | | | | | | [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1403161/000119312507186914/dex1018.htm)] [added: 10.18] | | | | | | 8/22/2007 | | |

| [removed: 10.14] [added: 10.13] | | | | | | [removed: Omnibus] [added: [Omnibus] Agreement, dated February 7, 2011, regarding Interchange Litigation Judgment Sharing and Settlement Sharing by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated and the parties [removed: thereto] [added: thereto](http://www.sec.gov/Archives/edgar/data/1403161/000119312512302336/d378086dex102.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1403161/000119312512302336/d378086dex102.htm)] [added: 10.2] | | | | | | 7/16/2012 | | |

| [removed: 10.15] [added: 10.14] | | | | | | [removed: Amendment,] [added: [Amendment,] dated August 26, 2014, to the Omnibus Agreement regarding Interchange Litigation Judgment Sharing and Settlement Sharing by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated and the parties [removed: thereto] [added: thereto](http://www.sec.gov/Archives/edgar/data/1403161/000140316114000017/vex1014093014.htm)] | | | | | | 10-K | | | | | | 001-33977 | | | | | | [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1403161/000140316114000017/vex1014093014.htm)] [added: 10.14] | | | | | | 11/21/2014 | | |

| 10.28+* | | | | | | [V](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000099/vex1028093023.htm)[isa Executive Officer Cash Severance Policy, effective as of](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000099/vex1028093023.htm) [November 6,](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000099/vex1028093023.htm) [2023](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000099/vex1028093023.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.29+* | | | | | | [V](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000099/vex1029093023.htm)[isa Inc. Clawback Policy, as amended and restated](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000099/vex1029093023.htm) [November 1,](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000099/vex1029093023.htm) [2023](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000099/vex1029093023.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.51* | | | | | | [Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 2023](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10303312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.3 | | | | | | 4/27/2023 | | |

| 10.52* | | | | | | [Form of Amendment Notification to Stock Option and Performance Share Award Holders](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10403312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.4 | | | | | | 4/27/2023 | | |

| 10.53* | | | | | | [O](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000051/ex992letter06202023.htm)[ffer Letter and One-Time Cash A](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000051/ex992letter06202023.htm)[ward Ag](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000051/ex992letter06202023.htm)[reement, dated June 13, 2023, between Visa Inc. and Chris Suh](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000051/ex992letter06202023.htm) | | | | | | 8-K | | | | | | 001-33977 | | | | | | 99.2 | | | | | | 06/20/2023 | | |

| 10.55* | | | | | | [First Amendment to Amended and Restated Aircraft Time Sharing Agreement, dated January 30, 2023, between Visa and Alfred F. Kelly, Jr.](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10503312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.5 | | | | | | 4/27/2023 | | |

| 10.56* | | | | | | [Aircraft Time Sharing Agreement, effective January 30, 2023, between Visa and Ryan McInerney](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10603312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.6 | | | | | | 4/27/2023 | | |

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| By: | | | | | | /s/ Ryan McInerney | | |

| Name: | | | | | | Ryan McInerney | | |

| /s/ Ryan McInerney | | | | | | Chief Executive Officer and Director | | | | | | November 15, 2023 | | |

| Ryan McInerney | | | | | | (Principal Executive Officer) | | | | | | | | |

| /s/ Chris Suh | | | | | | Chief Financial Officer | | | | | | November 15, 2023 | | |

| /s/ Kermit R. Crawford | | | | | | Director | | | | | | November 15, 2023 | | |

| Kermit R. Crawford | | | | | | | | | | | | | | |

| /s/ Pamela Murphy | | | | | | Director | | | | | | November 15, 2023 | | |

| Pamela Murphy | | | | | | | | | | | | | | |

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

| 10.6 | | | | | | LIBOR Transition Amendment, dated October 18, 2021, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and Visa Europe Limited, as borrowers, and Bank of America, N.A., as administrative agent | | | | | | 10-Q | | | | | | 001-33977 | | | | | | [10.1](http://www.sec.gov/Archives/edgar/data/1403161/000140316122000013/vex101123121.htm) | | | | | | 1/28/2022 | | |

| 10.16 | | | | | | Second Amendment, dated October 22, 2015, to Omnibus Agreement regarding Interchange Litigation Judgment Sharing and Settlement Sharing | | | | | | 10-K | | | | | | 001-33977 | | | | | | [10.17](http://www.sec.gov/Archives/edgar/data/1403161/000140316115000013/vex1017093015.htm) | | | | | | 11/20/2015 | | |

| 10.50* | | | | | | Offer Letter, dated July 18, 2019, between Visa Inc. and Paul D. Fabara | | | | | | 10-K | | | | | | 001-33977 | | | | | | [10.46](https://www.sec.gov/Archives/edgar/data/1403161/000140316120000070/vex1046093020.htm) | | | | | | 11/19/2020 | | |

| Name: | | | | | | Alfred F. Kelly, Jr. | | |

| Alfred F. Kelly, Jr. | | | | | | (Principal Executive Officer) | | | | | | | | |

| /s/ Vasant M. Prabhu | | | | | | Vice Chair, Chief Financial Officer | | | | | | November 16, 2022 | | |

| /s/ Mary B. Cranston | | | | | | Director | | | | | | November 16, 2022 | | |

| Mary B. Cranston | | | | | | | | | | | | | | |

| /s/ Robert W. Matschullat | | | | | | Director | | | | | | November 16, 2022 | | |

| Robert W. Matschullat | | | | | | | | | | | | | | |