Visa (V) 10-K risk factor changes: FY2024 vs FY2023

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

As a result, the Visa operating rules and our other contractual commitments may differ from country to [removed: country] [added: country, state to state,] or by [removed: product offering.][added: products.]

Complying with these and other regulations increases our costs and [added: operational complexity, and] reduces our revenue opportunities.

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

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

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

Consequently, changes to these fees, whether voluntarily or by mandate, can substantially affect our overall payments volumes and [removed: revenues.][added: net revenue.]

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

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

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

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[added: 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 [removed: advance and become law.][added: advance.]

[removed: -] 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).

In [removed: addition,] [added: 2022,] the New Zealand Parliament passed legislation capping domestic interchange rates for debit and credit [removed: products.][added: products, and the government remains focused on lowering costs of digital payments to businesses and consumers.]

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

For example, in 2019, we [removed: settled] [added: agreed to limit] certain cross-border interchange rates [added: in a settlement] with the European Commission.

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

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

- As referenced above, with increased lobbying by merchants and other industry participants, we are also beginning to see regulatory interest in network [removed: fees in the UK, Europe and Chile.][added: fees.]

[added: -] In addition, industry participants in some [removed: countries like] [added: countries, including] Argentina, [removed: Chile,] Colombia, [added: the] 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.

Other countries, like [removed: New Zealand, are adopting] [added: Brazil, have adopted] regulations that require us to seek government pre-approval [added: for certain] of our network rules, which could also impact the way we operate in certain markets.

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

[added: -] As innovations in payment technology have enabled us to expand into new products and services, they have also expanded the potential scope of regulatory influence.

Furthermore, certain [added: portions] of our [removed: businesses] [added: business] are regulated as payment institutions or as money transmitters, subjecting us to various licensing, supervisory, and other requirements.

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

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

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

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

[added: In several jurisdictions, we have been designated as a “systemically important payment system.”] Some countries with existing oversight frameworks are looking to further enhance their regulatory [removed: powers] [added: powers,] while regulators in other jurisdictions are considering or adopting approaches based on these regulatory principles.

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

While the focus of these efforts remains primarily on increasing regulation of large technology, [removed: e-commerce] [added: ecommerce] and social media companies, they could also have implications for other types of companies including payments networks, which could constrain our ability to effectively manage our business or potentially limit how we make our products and services available.

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

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 [added: transactions on Visa cards be routed over VisaNet).]

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

In Europe, with the support of the European Central Bank, a group of European banks [removed: have] announced their intent to launch a pan-European payment system, the European Payments Initiative (EPI).

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

Finally, some countries such as [added: Nigeria and] South Africa are mandating on-shore processing of domestic transactions.

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

For example, in the aftermath of U.S. and European sanctions against Russia and the decision by U.S. payments networks, including [removed: Visa] [added: 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.

are available for routing CNP debit transactions by July 1, 2023.

Finally, some states in the U.S. have passed or are considering passing laws that regulate how interchange can be assessed.

For example, in May 2024, Illinois passed a law that restricts the assessment of interchange on the state tax and gratuity portions of a transaction, and restricts financial institutions and payment networks, among others, from using payment transaction data for any purpose other than facilitating or processing a transaction.

Such laws may also impose significant technical and compliance burdens on our business.

In Asia Pacific, the Reserve Bank of Australia (RBA) which already regulates interchange, continues to monitor issues related to the cost of acceptance, the potential merits of mandating merchant choice routing on dual network debit cards and competition in digital wallet payments.

Interchange is also regulated in certain countries in the Central and Eastern Europe, Middle East and Africa region, including the United Arab Emirates.

That agreement has been extended through 2029.

For example, the UK’s PSR is conducting a market review into scheme and processing fees.

In its interim report, the PSR indicated that it is reviewing possible remedies, any of which, if adopted, could impose additional complexity and burdens on our business in the UK.

Other regulators, for example, in Australia, the EU, and Chile, have expressed an interest in network fees, including issues related to transparency.

Finally, in 2024, the Greek Parliament limited acquirer fees for certain small ticket transactions in some merchant categories for a period of three years.

The Central Bank of Chile recently enacted regulation that will permit cross-border acquiring for CNP transactions under certain conditions.

In addition, the EU’s

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For example, in October 2023, VisaNet was designated as a prominent payment system in Canada.

These types of designations generally result in oversight of authorization, clearing and settlement activities, including policies, procedures and requirements related to governance, reporting, cybersecurity, processing infrastructure, capital, and/or credit risk management.

Furthermore, as governments increase their focus on cybersecurity, parts of our business have become considered significant or critical infrastructure by certain central banks.

As we continue to expand our capabilities and offerings in furtherance of our network of networks strategy, we will need to obtain new types of licenses.

These licenses could result in increased supervisory and compliance obligations that are distinct from the obligations we are subject to in our capacity as a payment card network.

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In July 2023, the U.S.

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In the context of AI development, risks include those related to intellectual property considerations, the collection and use of personal information, third party risks, technical limitations of algorithms and the accuracy of training data, and compliance with emerging AI legal standards.

The EU has adopted a comprehensive AI Act that applies harmonized rules across Europe with the aim of fostering innovation and respecting fundamental rights.

The EU AI Act comes into force in stages with the key provisions related to high risk AI coming into force in August 2026.

There is still limited guidance on the EU AI Act, but it could, depending on how provisions are interpreted and enforced, limit the ability to create and deploy AI systems for uses deemed high-risk in the EU or add increased compliance costs associated with these systems.

Further, as we develop integrated and personalized products and services and acquire new companies to meet the needs of a changing marketplace, we may expand our data profile through additional data types and sources, across multiple channels, and involving new partners.

This potential expansion could amplify the impact of these various laws and regulations on our business.

As a result, we are required to constantly monitor our privacy,

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data and cybersecurity practices and potentially change them when necessary or appropriate.

We also may need to provide increased care in our data management, governance and quality practices, particularly as it relates to the use of data in products leveraging AI.

The application of tax laws requires significant judgment and can be subject to uncertainty and differing interpretations.

As the global payments space becomes more complex, we face increasing competition from our clients, other emerging payment providers such as fintechs, other digital payments, technology companies that have developed payments systems

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For more information, please see *Item 1—Competition* above.

Many of these competitors are also able to use existing payment networks without being subject to many of the associated costs.

Moreover, these competitors also occupy various roles in the payments ecosystem that enable them to influence payment choice of other participants.

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Association of Southeast Asian Nations and the GCC, some countries are at varying stages of exploring or operationalizing the cross-border connectivity of such domestic systems.

In October 2023, the Federal

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

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

the regulations to other product offerings.

This oversight could result in new governance, reporting, licensing, cybersecurity, processing infrastructure, capital, or credit risk management requirements.

transactions on Visa cards be routed over VisaNet).

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.

Although we believe our tax estimates are reasonable, many factors may limit their accuracy.

A substantial increase in our tax payments could have a material, adverse effect on our financial results.

retrospective responsibility plans.

operates Zelle, a bank-offered alternative network that provides another platform for faster funds or real-time payments across a variety of payment types, including P2P, corporate and government disbursement, bill pay and deposit check transactions; and cryptocurrency or stablecoin-based payments initiatives.

performance-based incentives, marketing and other support payments that impact our revenues and profitability.

In addition, we offer incentives to certain merchants and acquirers to win routing preference in relation to other network options or forms of payment.

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

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.

The ongoing effects of the COVID-19 pandemic remain difficult to predict due to numerous uncertainties, including the resumption of international travel, and the indirect impact of the pandemic on global economic activity.

In addition, a number of countries took steps during the pandemic to temporarily cap interchange or other fees on electronic payments as part of their COVID-19 economic relief measures.

While most have been rescinded or have expired, it

is possible that proponents of interchange and/or MDR regulation may try to position government intervention as necessary to support potential future economic relief initiatives.

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

These circumstances, among others, may result in pressure from

diverse culture or to adequately address potential increased scrutiny of our inclusion and diversity-related programs and initiatives; to develop and implement an adequate succession plan for the management team; to maintain our strong corporate culture of fostering innovation, collaboration and inclusion in our current hybrid model; or to design and successfully implement flexible work models that meet the expectations of employees and prospective employees could impact our workforce development goals, impact our ability to achieve our business objectives, and adversely affect our business and our future success.

Please see *Item 7* of this report for more information regarding the potential exchange offer program.

This section of the report generally discusses fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022.][added: 2023.]

Discussions of fiscal [removed: 2022] [added: 2023] compared to [removed: 2021] [added: fiscal 2022] that are not included in this report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our Annual Report on Form 10-K for the year ended September 30, [removed: 2022,] [added: 2023,] filed with the [removed: United States] [added: U.S.] Securities and Exchange Commission.

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

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Net [removed: revenues] [added: revenue] | | | $ | [removed: 32,653] [added: 35,926] | | | | | $ | [removed: 29,310] [added: 32,653] | | | | | $ | [removed: 24,105] [added: 29,310] | | | | | [removed: 11] [added: 10] | | % | | | | [removed: 22] [added: 11] | | % |

| Operating expenses | | | $ | [removed: 11,653] [added: 12,331] | | | | | $ | [removed: 10,497] [added: 11,653] | | | | | $ | [removed: 8,301] [added: 10,497] | | | | | [removed: 11] [added: 6] | | % | | | | [removed: 26] [added: 11] | | % |

| Net income | | | $ | [removed: 17,273] [added: 19,743] | | | | | $ | [removed: 14,957] [added: 17,273] | | | | | $ | [removed: 12,311] [added: 14,957] | | | | | [removed: 15] [added: 14] | | % | | | | [removed: 21] [added: 15] | | % |

| Diluted earnings per share | | | $ | [removed: 8.28] [added: 9.73] | | | | | $ | [removed: 7.00] [added: 8.28] | | | | | $ | [removed: 5.63] [added: 7.00] | | | | | [removed: 18] [added: 17] | | % | | | | [removed: 24] [added: 18] | | % |

| Non-GAAP operating expenses(2) | | | $ | [removed: 10,481] [added: 11,609] | | | | | $ | [removed: 9,387] [added: 10,481] | | | | | $ | [removed: 8,077] [added: 9,387] | | | | | [removed: 12] [added: 11] | | % | | | | [removed: 16] [added: 12] | | % |

| Non-GAAP net income(2) | | | $ | [removed: 18,280] [added: 20,389] | | | | | $ | [removed: 16,034] [added: 18,280] | | | | | $ | [removed: 12,933] [added: 16,034] | | | | | [removed: 14] [added: 12] | | % | | | | [removed: 24] [added: 14] | | % |

| Non-GAAP diluted earnings per share(2) | | | $ | [removed: 8.77] [added: 10.05] | | | | | $ | [removed: 7.50] [added: 8.77] | | | | | $ | [removed: 5.91] [added: 7.50] | | | | | [removed: 17] [added: 15] | | % | | | | [removed: 27] [added: 17] | | % |

*Highlights for fiscal [removed: 2023*.][added: 2024*.]

Net [removed: revenues] [added: revenue] increased [removed: 11%] [added: 10%] over the prior year, primarily due to the [removed: year-over-year] growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by [added: higher client incentives.]

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[removed: GAAP] [added: Non-GAAP] operating expenses increased 11% over the prior year, primarily driven by higher expenses related to [removed: personnel.][added: personnel, general and administrative and marketing expenses.]

[removed: Non-GAAP] [added: GAAP] operating expenses increased [removed: 12%] [added: 6%] over the prior year, primarily driven by higher expenses related to [removed: personnel.][added: personnel, general and administrative and marketing expenses, partially offset by lower litigation provision.]

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

*Interchange multidistrict litigation.* During fiscal [removed: 2023,] [added: 2024,] we recorded additional accruals of [removed: $906] [added: $140] million to address claims associated with the interchange multidistrict litigation.

We also made deposits of [removed: $1.0] [added: $1.5] billion into the U.S. litigation escrow account.

[added: *Common stock repurchases.*] During fiscal [removed: 2023,] [added: 2024,] we repurchased [removed: 55] [added: 64] million shares of our class A common stock in the open market for [removed: $12.2] [added: $17.0] billion.

As of September 30, [removed: 2023,] [added: 2024,] our share repurchase program had remaining authorized funds of [removed: $5.0] [added: $13.1] billion.

[removed: - *Gains] [added: *•Gains] and losses on equity investments.* Gains and losses on equity investments include periodic non-cash fair value adjustments and gains and losses upon sale of an investment.

[removed: - *Amortization] [added: *•Amortization] of acquired intangible assets.* Amortization of acquired intangible assets consists of amortization of intangible assets such as [removed: developed] technology, customer relationships and [removed: brands] [added: trade names] acquired in connection with business combinations executed beginning in fiscal 2019.

[removed: - *Acquisition-related] [added: *•Acquisition-related] costs.* Acquisition-related costs consist primarily of one-time transaction and integration costs associated with our business combinations.

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

Under the U.S. retrospective responsibility plan, we recover the monetary liabilities related to the U.S. covered litigation through a downward adjustment to the rate at which shares of our class [removed: B] [added: B-1 and class B-2] common stock ultimately convert into shares of class A common stock.

[removed: For] [added: During] fiscal 2023 and [added: fiscal] 2022, basic earnings per class A common stock was unchanged and increased $0.01, respectively, [added: and diluted earnings per class A common stock was unchanged in both fiscal years,] as a result of the downward adjustments of the class [removed: B] [added: B-1] common stock conversion rate during the [removed: fiscal years.][added: periods.]

[removed: *•Russia-Ukraine] [added: - *Russia-Ukraine] charges.* [removed: We] [added: During fiscal 2022, we] recorded a loss within general and administrative expense from the deconsolidation of our Russian subsidiary and also incurred charges in personnel expense as a result of steps taken to support our employees in Russia and Ukraine.

This one-time [removed: charge] [added: benefit] is not representative of our ongoing operations.

| | | | For the Year Ended September 30, [removed: 2021] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Gains) losses on equity investments, net | | | — | | | | | | [removed: (712)] [added: 94] | | | | | | [removed: (159)] [added: 12] | | | | | | | | | | | | [removed: (553)] [added: 82] | | | | | | [removed: (0.25)] [added: 0.04] | | |

| Amortization of acquired intangible assets | | | [removed: (51)] [added: (178)] | | | | | | — | | | | | | [removed: 12] [added: 43] | | | | | | | | | | | | [removed: 39] [added: 135] | | | | | | [removed: 0.02] [added: 0.07] | | |

| Acquisition-related costs | | | [removed: (21)] [added: (104)] | | | | | | — | | | | | | [removed: 4] [added: 8] | | | | | | | | | | | | [removed: 17] [added: 96] | | | | | | [removed: 0.01] [added: 0.05] | | |

*Payments volume and processed transactions.* Payments volume is the primary driver for our service [removed: revenues,] [added: revenue,] and the number of processed transactions is the primary driver for our data processing [removed: revenues.][added: revenue.]

Processed transactions [added: include payments and cash transactions, and] represent transactions using cards and other form factors carrying the Visa, Visa Electron, V PAY, Interlink and PLUS brands processed on Visa’s networks.

| | | | U.S. | | | | | | | | | | | | | | | | | | International | | | | | | | | | | | | | | | | | | [removed: Visa Inc.] [added: Visa] | | | | | | | | | | | | | | |

| Consumer credit | | | [removed: $] [added: $] | [removed: 2,230] [added: 2,230] | | | | | $ | 2,047 | | | | | 9 | | % | | | | [removed: $] [added: $] | [removed: 2,810] [added: 2,810] | | | | | $ | [removed: 2,695] [added: 2,694] | | | | | 4 | | % | | | | [removed: $] [added: $] | [removed: 5,040] [added: 5,040] | | | | | $ | [removed: 4,742] [added: 4,741] | | | | | 6 | | % |

| | | | International | | | | | | | | | | | | | | | | | | | | | | | | [removed: Visa Inc.] [added: Visa] | | | | | | | | | | | | | | | | | | | | |

| | | | Twelve Months Ended June 30, [removed: 2023 vs 2022(1),(2)] [added: 2024 vs. 2023(1),(2)] | | | | | | | | | | | | Twelve Months Ended June 30, [removed: 2022 vs 2021(1),(2)] [added: 2023 vs. 2022(1),(2)] | | | | | | | | | | | | Twelve Months Ended June 30, [removed: 2023 vs 2022(1),(2)] [added: 2024 vs. 2023(1),(2)] | | | | | | | | | | | | Twelve Months Ended June 30, [removed: 2022 vs 2021(1),(2)] [added: 2023 vs. 2022(1),(2)] | | | | | | | | |

| Consumer credit growth | | | [removed: 4] [added: 5] | | % | | | | [removed: 13] [added: 9] | | % | | | | [removed: 12] [added: 4] | | % | | | | [removed: 15] [added: 12] | | % | | | | [removed: 6] [added: 5] | | % | | | | [removed: 11] [added: 7] | | % | | | | [removed: 17] [added: 6] | | % | | | | [removed: 19] [added: 10] | | % |

Exchange rate movements did not have a material impact on net revenue growth.

The additional accruals related to the interchange multidistrict litigation could be higher or lower than deposits made into the U.S. litigation escrow account.

*Acquisitions.* In September 2024, we entered into a definitive agreement to acquire Featurespace Limited (Featurespace), a developer of real-time artificial intelligence payments protection technology that prevents and mitigates payments fraud and financial crime risks.

In January 2024, we acquired Pismo Holdings, a global cloud-native issuer processing and core banking platform, for a purchase consideration of $929 million.

See *Note 2—Acquisitions* to our consolidated financial statements included in *Item 8* of this report.

*Release of preferred stock.* In July 2024, we released $2.7 billion of the as-converted value from our series B and C preferred stock and issued 99,264 shares of series A preferred stock in connection with the eighth anniversary of the Visa Europe acquisition.

*Class B-1 common stock exchange offer.* In May 2024, we accepted 241 million shares of class B-1 common stock tendered in the exchange offer.

In exchange, we issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock.

Visa may, but is under no obligation to, conduct a successive exchange offer if (i) one year has passed since the initial exchange offer for the next preceding class of class B common stock; and (ii) if the estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation have been reduced by 50% or more since the consummation of the prior exchange offer (or in the case of the first successive exchange offer, since October 1, 2023), as determined by Visa.

The estimated interchange reimbursement fees at issue in unresolved claims for damages in the U.S. covered litigation were $49.6 billion as of October 1, 2023 and as of October 1, 2024, were approximately $48.4 billion(1).

(1) These figures are estimated and approximated.

These estimates do not include claims in certain purported indirect purchaser class actions or any claims of merchants serviced by opt-outs that are payment processors and facilitators.

The interchange at issue for unresolved claims will continue to increase.

See U.S. Covered Litigation in *Note 20—Legal Matters* to our consolidated financial statements included in *Item 8* of this report for more information on the Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions.

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post-combination.

- *Litigation provision.* Litigation provision includes significant accruals related to certain legal matters that are not covered by the U.S. retrospective responsibility plan or the Europe retrospective responsibility plan (uncovered legal matters) and additional accruals associated with the interchange multidistrict litigation which are covered by the U.S. retrospective responsibility plan (U.S. covered litigation).

Litigation provision associated with these matters can vary significantly based on the facts and circumstances related to each matter and do not correlate to the underlying performance of our business.

During fiscal 2024, 2023 and 2022, we have excluded these amounts to facilitate a comparison to our past operating performance.

During fiscal 2024, basic and diluted earnings per class A common stock was unchanged, as a result of the downward adjustments of the class B-1 and B-2 common stock conversion rates during the period.

*•Lease consolidation costs.* During fiscal 2024, we recorded a charge within general and administrative expense associated with the consolidation of certain leased office spaces.

We have excluded these amounts as they do not reflect the underlying performance of our business.

- *Indirect taxes.* During fiscal 2024, as a result of the resolution of an audit, we recognized a benefit within general and administrative expense related to the release of the reserve previously recognized in fiscal 2021.

- *Charitable contribution.* During fiscal 2024, we donated investment securities to the Visa Foundation and recognized a non-cash general and administrative expense.

We have excluded this amount as it does not reflect the underlying performance of our business.

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

| As reported | | | $ | 12,331 | | | | | $ | 321 | | | | | $ | 4,173 | | | | | 17.4 | | % | | | | $ | 19,743 | | | | | $ | 9.73 | |

| Litigation provision | | | (434) | | | | | | — | | | | | | 97 | | | | | | | | | | | | 337 | | | | | | 0.17 | | |

| Lease consolidation costs | | | (57) | | | | | | — | | | | | | 13 | | | | | | | | | | | | 44 | | | | | | 0.02 | | |

| Indirect taxes | | | 118 | | | | | | — | | | | | | (29) | | | | | | | | | | | | (89) | | | | | | (0.04) | | |

| Charitable contribution | | | (67) | | | | | | — | | | | | | 26 | | | | | | | | | | | | 41 | | | | | | 0.02 | | |

| Non-GAAP | | | $ | 11,609 | | | | | $ | 415 | | | | | $ | 4,343 | | | | | 17.6 | | % | | | | $ | 20,389 | | | | | $ | 10.05 | |

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

| | | | 2024 | | | | | | 2023 | | | | | | % Change(2) | | | | | | 2024 | | | | | | 2023 | | | | | | % Change(2) | | | | | | 2024 | | | | | | 2023 | | | | | | % Change(2) | | |

| Consumer credit | | | $ | 2,355 | | | | | $ | 2,230 | | | | | 6 | | % | | | | $ | 2,959 | | | | | $ | 2,810 | | | | | 5 | | % | | | | $ | 5,314 | | | | | $ | 5,040 | | | | | 5 | | % |

| Consumer debit(3) | | | 2,990 | | | | | | 2,826 | | | | | | 6 | | % | | | | 3,026 | | | | | | 2,680 | | | | | | 13 | | % | | | | 6,016 | | | | | | 5,506 | | | | | | 9 | | % |

| Commercial(4) | | | 1,042 | | | | | | 988 | | | | | | 5 | | % | | | | 612 | | | | | | 553 | | | | | | 11 | | % | | | | 1,654 | | | | | | 1,540 | | | | | | 7 | | % |

| Total nominal payments volume(2) | | | $ | 6,387 | | | | | $ | 6,044 | | | | | 6 | | % | | | | $ | 6,597 | | | | | $ | 6,042 | | | | | 9 | | % | | | | $ | 12,984 | | | | | $ | 12,087 | | | | | 7 | | % |

| Cash volume(5) | | | 604 | | | | | | 610 | | | | | | (1 | | %) | | | | 1,893 | | | | | | 1,844 | | | | | | 3 | | % | | | | 2,496 | | | | | | 2,454 | | | | | | 2 | | % |

| Total nominal volume(2),(6) | | | $ | 6,991 | | | | | $ | 6,654 | | | | | 5 | | % | | | | $ | 8,489 | | | | | $ | 7,886 | | | | | 8 | | % | | | | $ | 15,480 | | | | | $ | 14,541 | | | | | 6 | | % |

*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.

*Russia & Ukraine.* During 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.

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

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

The continuing effects of the liquidity issues at certain financial institutions and the war in Ukraine are difficult to predict due to numerous uncertainties identified in *Part I, Item 1A* of this report.

We will continue to evaluate the nature and extent of the impact to our business.

higher client incentives.

Exchange rate movements lowered our net revenues growth by approximately one-and-a-half percentage points.

*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.

*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.*

*Common stock repurchases.* In October 2022, our board of directors authorized a $12.0 billion share repurchase program.

In October 2023, our board of directors authorized a new $25.0 billion share repurchase program, providing multi-year flexibility.

- *Litigation provision.* We recorded additional accruals to address claims associated with the interchange multidistrict litigation.

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

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

- *Indirect taxes.

W*e recognized a one-time charge within general and administrative expense to record our estimate of probable additional indirect taxes, related to prior periods, for which we could be liable as a result of certain changes in applicable law.

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

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

| Remeasurement of deferred tax balances | | | — | | | | | | — | | | | | | (1,007) | | | | | | | | | | | | 1,007 | | | | | | 0.46 | | |

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

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

| 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 | | % |

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

| Consumer credit | | | $ | 2,047 | | | | | $ | 1,641 | | | | | 25 | | % | | | | $ | 2,695 | | | | | $ | 2,398 | | | | | 12 | | % | | | | $ | 4,742 | | | | | $ | 4,039 | | | | | 17 | | % |

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

| Commercial(4) | | | 882 | | | | | | 696 | | | | | | 27 | | % | | | | 500 | | | | | | 407 | | | | | | 23 | | % | | | | 1,382 | | | | | | 1,104 | | | | | | 25 | | % |

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

| Cash volume(5) | | | 631 | | | | | | 635 | | | | | | (1 | | %) | | | | 1,929 | | | | | | 1,925 | | | | | | — | | % | | | | 2,560 | | | | | | 2,559 | | | | | | — | | % |

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

Net Revenues

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

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

We are exposed to risks from foreign currency exchange rate fluctuations that are primarily related to changes in the functional currency value of [removed: revenues generated from foreign currency-denominated transactions] [added: receipts] and [removed: changes in the functional currency value of] payments [removed: in] [added: related to] foreign [removed: currencies.][added: currency-denominated transactions.]

As of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: $236] [added: $329] million and [removed: $220] [added: $236] million, respectively, on our outstanding foreign currency forward contracts.

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

A hypothetical 10% change in the Euro against the U.S. dollar compared to the exchange rate as of September 30, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] would result in a foreign currency translation adjustment of [removed: $1.9] [added: $2.1] billion and [removed: $1.8] [added: $1.9] billion, respectively.

[removed: As of September 30, 2023 and 2022, we] [added: We] designated [removed: €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 from our net investment in Visa Europe.

Foreign currency translation adjustments resulting from the [removed: designated portion of the] Euro-denominated senior notes partially offset the foreign currency translation adjustments resulting from our net investment in Visa Europe.

[removed: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [added: [Table](#i3e21d382a73642188017c034fc47d460_7)] [of [removed: Contents](#ib8781c2034714c6298c4cf56c426b196_7)][added: Contents](#i3e21d382a73642188017c034fc47d460_7)]

[removed: Additionally, a falling-rate environment creates reinvestment risk because as] securities mature, the proceeds are reinvested at a lower rate, generating less interest income.

As of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] a hypothetical 100 basis point increase in interest rates [removed: would create an estimated decrease in] [added: did not have a material impact on] the fair value of our investment [removed: securities of approximately $43 million and $47 million, respectively.][added: securities.]

As of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] a hypothetical 100 basis point increase in interest rates [removed: would] [added: did not] have [removed: resulted in an increase of approximately $40 million in annual] [added: a material impact on the] interest expense for each fiscal year.

The marketable equity securities are [added: investments in] publicly traded [removed: stocks] [added: companies] and the non-marketable equity securities [removed: are] [added: include] investments in privately held companies.

As of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the carrying value of our marketable equity securities was [removed: $163] [added: $63] million and [removed: $291] [added: $163] million, respectively, and the carrying value of our non-marketable equity securities was $1.4 billion [removed: and $1.2 billion, respectively.][added: for each fiscal year.]

Additionally, a falling-rate environment creates reinvestment risk because as

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

During fiscal [removed: year 2023, 276] [added: 2024, 303] billion payments and cash transactions with Visa’s brand were processed by Visa or other networks, equating to an average of [removed: 757] [added: 829] million transactions per day.

Of the [removed: 276] [added: 303] billion total transactions, [removed: 213] [added: 234] billion were processed by Visa.

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

During fiscal [removed: year 2023,] [added: 2024,] Visa’s total payments and cash volume [removed: was $15] [added: were $16] trillion, and [removed: 4.3] [added: we had 4.6] billion payment credentials, which are issued Visa card [removed: accounts] [added: accounts,] that were available [removed: worldwide] to be used at more than [removed: 130] [added: 150] million merchant [removed: locations.(1)][added: locations worldwide.(1)]

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

- We invest in and promote our brand to the benefit of our clients and partners through advertising, promotional and sponsorship initiatives with the International Olympic Committee, the International Paralympic [removed: Committee and] [added: Committee,] the National Football [removed: League (NFL),] [added: League, and the Red Bull Formula One Teams—the Oracle Red Bull Racing Team and the Visa Cash App RB Formula One Team,] among others.

(1) The number includes an estimated [removed: 30] [added: 42] million locations through payment facilitators, which are technology providers that provide payment acceptance services to merchants on behalf of acquirers.

Data provided to Visa by acquiring institutions and other third parties as of June 30, [removed: 2023.][added: 2024.]

[removed: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [added: [Table](#i3e21d382a73642188017c034fc47d460_7)] [of [removed: Contents](#ib8781c2034714c6298c4cf56c426b196_7)][added: Contents](#i3e21d382a73642188017c034fc47d460_7)]

FISCAL [removed: YEAR 2023] [added: 2024] KEY STATISTICS

[removed: ][added: ]

Our net [removed: revenues] [added: revenue] in fiscal [removed: year 2023] [added: 2024] consisted of the following:

[removed: ][added: ]

| ] [added: Revenue.jpg](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/v-20240930_g5.jpg)] | | | SERVICE [removed: REVENUES] [added: REVENUE] Earned for services provided in support of client usage of Visa payment services | | | ] [added: .jpg](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/v-20240930_g6.jpg)] | | | OTHER [removed: REVENUES] [added: REVENUE] Consist mainly of [removed: value added] [added: 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 | | |

| ] [added: Legend.jpg](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/v-20240930_g7.jpg)] | | | DATA PROCESSING [removed: REVENUES] [added: REVENUE] Earned for authorization, [removed: clearing,] [added: clearing and] settlement; [removed: value added] [added: 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 | | | | | | | | |

| ] [added: Incentives.jpg](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/v-20240930_g8.jpg)] | | | CLIENT INCENTIVES Paid to financial institution clients, merchants and other business partners to grow payments volume; increase Visa product acceptance; [removed: win] [added: encourage] merchant [removed: routing transactions over to our network;] [added: acceptance] and [added: use of Visa payment services; and] drive innovation | | | | | | | | |

| ] [added: Transaction.jpg](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/v-20240930_g9.jpg)] | | | INTERNATIONAL TRANSACTION [removed: REVENUES] [added: REVENUE] Earned for cross-border transaction processing and currency conversion activities | | | | | | | | |

Please see *Item 7* and *Note 1—Summary of Significant Accounting Policies* [added: to our consolidated financial statements] included in *Item 8* of this report, which include disclosures on how we earn and recognize our [removed: revenues.][added: revenue.]

In those instances, Visa may earn data processing [removed: revenues] [added: revenue] 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 [removed: transaction,] [added: transaction] or other [removed: revenues.][added: revenue.]

If they use our network, we may earn service [removed: revenues] [added: revenue] and data processing [removed: revenues.][added: revenue.]

If they do not use our network, we earn only service [removed: revenues.][added: revenue.]

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

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

These default interchange reimbursement fees are set independently from the [removed: revenues] [added: revenue] we receive from issuers and acquirers.

[removed: ][added: ]

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

[removed: ][added: ]

[removed: ][added: ]

We seek to accelerate revenue growth in three primary areas — consumer payments, new flows and [removed: value] [added: value-] added services.

[removed: ][added: ]

[removed: ][added: ]

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

[removed: Enablers][added: Key Enablers]

[removed: Tap to Pay][added: ]

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

Tap to [removed: pay] [added: Pay] adoption is growing and many consumers have come to expect [removed: touchless] [added: this seamless] payment [removed: experiences.][added: experience.]

[removed: Globally, we have 50] [added: Tap to Pay has become the default way Visa cardholders pay in nearly 60] countries and [removed: territories] [added: territories,] with more than 90 percent [removed: contactless] penetration [added: of Visa face-to-face transactions,] and [removed: more than 100] [added: in over 125] countries and [removed: territories where tap] [added: territories, Tap] to [removed: pay is] [added: Pay comprises] more than 50 percent of [added: our] face-to-face transactions.

Excluding the [removed: United States, 76] [added: U.S., over 80] percent of face-to-face [added: Visa] transactions globally were contactless in fiscal [removed: year 2023.][added: 2024.]

In the U.S., Visa has surpassed [removed: 40] [added: 50] percent contactless penetration and more than [removed: 520] [added: 535] million [removed: tap-to-pay-enabled] [added: Tap to Pay-enabled] Visa [removed: cards.][added: cards have been issued.]

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

On an annual basis, we see more than $20 trillion(2) of opportunity globally, excluding Russia and China, to convert cash, check, Automated Clearing House (ACH), domestic schemes, and other forms of electronic payment into cards and digital accounts on Visa’s network.

We aim to grow consumer payments through expansion of credentials and acceptance points and deepening engagement with consumers through key enablers.

We are focused on developing innovative digital solutions and products across face-to-face and ecommerce payments, providing consumers and merchants around the world the best ways to pay and be paid.

The Visa/PLUS Global ATM network also provides debit, credit and prepaid account holders with cash access, and other

(2) Visa analysis based on third party studies.

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

Tap to Pay

Tokenization

As of September 30, 2024, Visa has provisioned 11.5 billion network tokens.

Click to Pay

Our new flows business is focused on driving digitization and improving the payments and money movement experience across all payment flows, beyond C2B, through our network of networks.

These include P2P, B2C, B2B and G2C payments, which provide some of the largest payment opportunities in the world.

Representing a total addressable opportunity of approximately $200 trillion(3) of payment flows annually, excluding Russia and China, this pillar of our business aims to make payments and money movement easier for businesses, consumers, and governments, using both Visa’s global network and connectivity to other networks around the world*.*

We have two key objectives in this business area.

The first objective is to grow B2B payments volume through our Visa Commercial Solutions.

This part of the business focuses on addressing the $145 trillion of opportunity in B2B payment flows around the world annually, excluding Russia and China.

We believe around 15% of the annual opportunity, or $20 trillion, could be addressed

(3) Visa analysis based on third party studies.

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

by our card and virtual products, which we are continuously evolving for more use cases.

Another $105 trillion of the annual opportunity is in the accounts payable and accounts receivable space that largely relies on check, ACH, and wires.

Lastly, cross-border volumes, which are addressable by our Visa Commercial Solutions and Visa Direct Platform, represent $20 trillion of opportunity on an annual basis.

The second objective is to put the power of money movement in our clients’ hands, enabling them to move money around the world.

This part of the business focuses on addressing $20 trillion in B2C, $20 trillion in P2P, and $15 trillion in G2C opportunities annually, excluding Russia and China, as well as the cross-border B2B opportunity.

These flows are largely addressed through our Visa Direct Platform, encompassing a broad network of eligible cards, bank accounts, and digital wallets, as well as our Visa B2B Connect network.

As a long-time participant in the B2B ecosystem, we have been supporting small businesses, large and middle market companies, and governments with their payments needs.

We continue to see opportunity for growth as businesses seek simple digital experiences, similar to those available to consumers.

Visa offers a holistic suite of tailored solutions for businesses – providing payment, reconciliation, and data to help manage working capital and drive efficiency, set spend controls, manage expenses, and automate payment processes.

Our portfolio of commercial payments solutions includes small business cards, corporate (travel) cards, purchasing cards, virtual cards and digital credentials.

Businesses look to optimize processes and effectively manage working capital by utilizing our commercial payments solutions.

To support small businesses we expanded the small business supplier matching webtool so that it is directly accessible to small and medium size businesses, enhancing their ability to use their cards for business payments.

For large business spend, we have been expanding our presence in specific commercial spend verticals, such as fleet and fuel, travel and agriculture.

We have also extended our products and capabilities specifically for accounts receivable and accounts payable spend, through either embedded finance capabilities, or new solutions like our Accounts Receivable Manager virtual card automation solution in the U.S.

We facilitate domestic and cross-border money movement, enabling clients to collect, convert, hold and send funds across our network, which has the potential to reach more than 11 billion cards, bank accounts and digital wallets.

Visa B2B Connect is a key part of our value proposition and considered part of the Visa Direct platform.

In addition, our Visa+ solution provides interoperability for our clients.

In fiscal 2023, we announced the launch of Visa+, which enables transfers between participating P2P apps.

Visa+ is now fully live for eligible users of PayPal and Venmo in the U.S. In addition to bringing reach, flexibility and convenience to P2P payment experiences, Visa+

Through our network, we offer products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem.


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

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

The provisioning of network tokens continues to accelerate.

As of the end of fiscal year 2023, Visa provisioned more than 7.5 billion network tokens, surpassing the number of physical cards in circulation.

The milestone reinforces Visa’s commitment to secure, reliable and efficient money movement, in person and online.

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

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, B2B and G2C payments*.*

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 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.

We continue to build on our network of networks strategy by investing in our own capabilities with Visa+ and Visa Alias Directory Service, which offers capabilities to our clients to link aliases, such as mobile numbers or email addresses, to payment credentials, as well as strategically collaborating with digital and mobile payment providers to expand the reach of Visa Direct and deliver even stronger domestic and cross-border payment and connection capabilities to our clients.

We are also expanding our network with B2B payments.

Our three strategic areas of focus include investing in and growing card-based payments, accelerating our efforts in non-card, cross-border payments and digitizing domestic accounts payable and accounts receivable processes.

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

These solutions are designed to bring efficiency, controls and automation to small businesses, commercial and government payment processes, ranging from employee travel to fully integrated, invoice-based payables.

The network delivers B2B cross-border payments that are reliable, flexible, data-rich, secure and cost-effective.

Visa Cross-Border Solutions

Formerly Treasury as a Service, Visa Cross-Border Solutions aligns with our global network of networks strategy, as we are focused on building the infrastructure that enables our clients of all sizes to deliver cross-border products with visibility, speed and security.


Visa DPS is one of the largest issuer processors of Visa debit transactions in the world.

BNPL or installment payments allow shoppers the flexibility to pay for a purchase in equal payments over a defined period of time.

Visa is investing in installments as a payments strategy — by offering a portfolio of BNPL solutions for traditional clients, as well as installments providers, who use our cards and services to support a wide variety of installment options before, during or after checkout, in person and online.

Visa Acceptance Solutions enables an omnichannel solution with a cloud-based architecture to deliver more innovation at the point of sale.

Aligned to our network of networks strategy, Visa is increasingly bringing our expertise and capabilities to emerging fraud challenges, working with network operators and financial institutions to help mitigate fraud.

These programs and Visa’s fraud prevention expertise are among the core benefits of

being part of the Visa network.

Through the combined efforts of security and identity tools and services, payment and cyber intelligence, insights and learnings from client or partner breach investigations, and law enforcement engagement, Visa helps protect financial institutions and merchants from fraud and solve payment security challenges.

Visa Consulting and Analytics (VCA) is the payments consulting advisory arm of Visa.

The combination of our deep payments expertise, proprietary analytical models applied to a breadth of data and our economic intelligence allows us to identify actionable insights, make recommendations and help implement solutions that can drive better business decisions and measurable outcomes for clients.

VCA offers consulting services for issuers, acquirers, merchants, fintechs and other partners, spanning the entire customer journey from acquisition to retention.

Further, VCA Managed Services, our dedicated execution arm within the consulting division, is being increasingly utilized by clients to implement our recommendations and wider value added services product enablement.


We also invest significantly in our comprehensive approach to cybersecurity.

Our

This includes an enhanced development program for our senior leaders and a formal technology apprenticeship program to help us broaden and strengthen our talent channels and pipelines.

We have also committed to providing employees with the tools they need to do their work more quickly and easily, including an artificial intelligence or AI-driven portal with a searchable knowledge base to create customized results and bespoke solutions.

We enhanced our mental well-being and retirement benefits, which is reflective of our key priority to take care of our employees.

During our global employee engagement survey last year, we learned that our employees wanted more opportunities to recognize and be recognized, in more informal ways.

[removed: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [added: [Table](#i3e21d382a73642188017c034fc47d460_7)] [of [removed: Contents](#ib8781c2034714c6298c4cf56c426b196_7)][added: Contents](#i3e21d382a73642188017c034fc47d460_7)]

For the fiscal year ended September 30, [removed: 2023][added: 2024]

[removed: ][added: ]

Class [removed: B] [added: B-1] common stock, par value $0.0001 per share

The aggregate market value of the registrant’s class A common stock, held by non-affiliates (using the New York Stock Exchange closing price as of March [removed: 31, 2023,] [added: 28, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $364.9] [added: $439.3] billion.

There is currently no established public trading market for the registrant’s class [removed: B common stock,] [added: B-1, B-2] or [removed: the registrant’s] class C common stock.

Portions of the Registrant’s Proxy Statement for the [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]

| Item 1 | | | [removed: [Business](#ib8781c2034714c6298c4cf56c426b196_13)] [added: [Business](#i3e21d382a73642188017c034fc47d460_13)] | | | [removed: [4](#ib8781c2034714c6298c4cf56c426b196_13)] [added: [4](#i3e21d382a73642188017c034fc47d460_13)] | | |

| Item 1A | | | [Risk [removed: Factors](#ib8781c2034714c6298c4cf56c426b196_16)] [added: Factors](#i3e21d382a73642188017c034fc47d460_16)] | | | [removed: [18](#ib8781c2034714c6298c4cf56c426b196_16)] [added: [19](#i3e21d382a73642188017c034fc47d460_16)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#ib8781c2034714c6298c4cf56c426b196_19)] [added: Comments](#i3e21d382a73642188017c034fc47d460_19)] | | | [removed: [33](#ib8781c2034714c6298c4cf56c426b196_19)] [added: [34](#i3e21d382a73642188017c034fc47d460_19)] | | |

| Item 2 | | | [removed: [Properties](#ib8781c2034714c6298c4cf56c426b196_22)] [added: [Properties](#i3e21d382a73642188017c034fc47d460_22)] | | | [removed: [33](#ib8781c2034714c6298c4cf56c426b196_22)] [added: [36](#i3e21d382a73642188017c034fc47d460_22)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#ib8781c2034714c6298c4cf56c426b196_25)] [added: Proceedings](#i3e21d382a73642188017c034fc47d460_25)] | | | [removed: [33](#ib8781c2034714c6298c4cf56c426b196_25)] [added: [36](#i3e21d382a73642188017c034fc47d460_25)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#ib8781c2034714c6298c4cf56c426b196_28)] [added: Disclosures](#i3e21d382a73642188017c034fc47d460_28)] | | | [removed: [33](#ib8781c2034714c6298c4cf56c426b196_28)] [added: [36](#i3e21d382a73642188017c034fc47d460_28)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib8781c2034714c6298c4cf56c426b196_34)] [added: Securities](#i3e21d382a73642188017c034fc47d460_34)] | | | [removed: [34](#ib8781c2034714c6298c4cf56c426b196_34)] [added: [37](#i3e21d382a73642188017c034fc47d460_34)] | | |

| Item 6 | | | \[Reserved\] | | | [removed: [34](#ib8781c2034714c6298c4cf56c426b196_43)] [added: [37](#i3e21d382a73642188017c034fc47d460_43)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib8781c2034714c6298c4cf56c426b196_46)] [added: Operations](#i3e21d382a73642188017c034fc47d460_46)] | | | [removed: [35](#ib8781c2034714c6298c4cf56c426b196_46)] [added: [38](#i3e21d382a73642188017c034fc47d460_46)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib8781c2034714c6298c4cf56c426b196_79)] [added: Risk](#i3e21d382a73642188017c034fc47d460_82)] | | | [removed: [47](#ib8781c2034714c6298c4cf56c426b196_79)] [added: [51](#i3e21d382a73642188017c034fc47d460_82)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#ib8781c2034714c6298c4cf56c426b196_82)] [added: Data](#i3e21d382a73642188017c034fc47d460_85)] | | | [removed: [49](#ib8781c2034714c6298c4cf56c426b196_82)] [added: [53](#i3e21d382a73642188017c034fc47d460_85)] | | |

| Item 9 | | | [Changes in and [removed: Disagreements with] [added: Disagreements](#i3e21d382a73642188017c034fc47d460_178) [W](#i3e21d382a73642188017c034fc47d460_178)[ith] Accountants on Accounting and Financial [removed: Disclosure](#ib8781c2034714c6298c4cf56c426b196_175)] [added: Disclosure](#i3e21d382a73642188017c034fc47d460_178)s] | | | [removed: [102](#ib8781c2034714c6298c4cf56c426b196_175)] [added: [104](#i3e21d382a73642188017c034fc47d460_178)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#ib8781c2034714c6298c4cf56c426b196_178)] [added: Procedures](#i3e21d382a73642188017c034fc47d460_181)] | | | [removed: [102](#ib8781c2034714c6298c4cf56c426b196_178)] [added: [104](#i3e21d382a73642188017c034fc47d460_181)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib8781c2034714c6298c4cf56c426b196_184)] [added: Inspections](#i3e21d382a73642188017c034fc47d460_187)] | | | [removed: [103](#ib8781c2034714c6298c4cf56c426b196_184)] [added: [105](#i3e21d382a73642188017c034fc47d460_187)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib8781c2034714c6298c4cf56c426b196_190)] [added: Governance](#i3e21d382a73642188017c034fc47d460_193)] | | | [removed: [104](#ib8781c2034714c6298c4cf56c426b196_190)] [added: [106](#i3e21d382a73642188017c034fc47d460_193)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib8781c2034714c6298c4cf56c426b196_196)] [added: Matters](#i3e21d382a73642188017c034fc47d460_199)] | | | [removed: [104](#ib8781c2034714c6298c4cf56c426b196_196)] [added: [106](#i3e21d382a73642188017c034fc47d460_199)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib8781c2034714c6298c4cf56c426b196_199)] [added: Independence](#i3e21d382a73642188017c034fc47d460_202)] | | | [removed: [104](#ib8781c2034714c6298c4cf56c426b196_199)] [added: [106](#i3e21d382a73642188017c034fc47d460_202)] | | |

| Item 15 | | | [removed: [Exhibits, Financial] [added: [Exhibits](#i3e21d382a73642188017c034fc47d460_211) [and](#i3e21d382a73642188017c034fc47d460_211) [Financial] Statement [removed: Schedules](#ib8781c2034714c6298c4cf56c426b196_208)] [added: Schedules](#i3e21d382a73642188017c034fc47d460_211)] | | | [removed: [105](#ib8781c2034714c6298c4cf56c426b196_208)] [added: [107](#i3e21d382a73642188017c034fc47d460_211)] | | |

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

[removed: “Visa”] [added: Visa] and our other trademarks referenced in this report are Visa’s property.

The use or display of other companies’ trade names or trademarks does not imply our endorsement or sponsorship of, or a relationship [removed: with] [added: with,] these companies.

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, the impact on our future financial position, results of operations and cash flows; [removed: the approval and implementation of the potential certificate of incorporation amendments and the potential exchange offers;] prospects, developments, strategies and growth of our business; anticipated expansion of our products in certain countries; [added: size and growth of the total addressable opportunities in consumer payments and new flows and our ability to capture such opportunities;] 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.

Class B-2 common stock, par value $0.0001 per share

As of November 6, 2024, the registrant’s shares of common stock outstanding were as follows.

| Class | | | | | | Shares outstanding | | |

| Class A common stock | | | | | | 1,728,105,021 | | |

| Class B-1 common stock | | | | | | 4,835,384 | | |

| Class B-2 common stock | | | | | | 120,338,948 | | |

| Class C common stock | | | | | | 9,595,774 | | |

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

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

| [PART I](#i3e21d382a73642188017c034fc47d460_10) | | | | | | | | |

| Item 1C | | | [Cybersecurity](#i3e21d382a73642188017c034fc47d460_1807) | | | [34](#i3e21d382a73642188017c034fc47d460_1807) | | |

| [PART II](#i3e21d382a73642188017c034fc47d460_31) | | | | | | | | |

| Item 9B | | | [Other Information](#i3e21d382a73642188017c034fc47d460_184) | | | [104](#i3e21d382a73642188017c034fc47d460_184) | | |

| [PART III](#i3e21d382a73642188017c034fc47d460_190) | | | | | | | | |

| Item 11 | | | [Executive Compensation](#i3e21d382a73642188017c034fc47d460_196) | | | [106](#i3e21d382a73642188017c034fc47d460_196) | | |

| Item 14 | | | [Principal Account](#i3e21d382a73642188017c034fc47d460_205)[ant](#i3e21d382a73642188017c034fc47d460_205) [Fees and Services](#i3e21d382a73642188017c034fc47d460_205) | | | [106](#i3e21d382a73642188017c034fc47d460_205) | | |

| | | | | | | | | |

| [PART IV](#i3e21d382a73642188017c034fc47d460_208) | | | | | | | | |

| Item 16 | | | [Form 10-K Summary](#i3e21d382a73642188017c034fc47d460_214) | | | [107](#i3e21d382a73642188017c034fc47d460_214) | | |

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

As of November 8, 2023, there were 1,580,679,900 shares outstanding of the registrant’s class A common stock, 245,513,385 shares outstanding of the registrant’s class B common stock, and 9,453,068 shares outstanding of the registrant’s class C common stock.

| [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) | | |

| Item 14 | | | [Principal Accounting Fees and Services](#ib8781c2034714c6298c4cf56c426b196_202) | | | [104](#ib8781c2034714c6298c4cf56c426b196_202) | | |

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

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

*Visa’s Approach to Cybersecurity*

As a global company providing payment services to consumers and companies around the world, trust is an indispensable asset.

A strong cybersecurity program is a key element to maintaining this trust.

As a result, we consider cybersecurity risk one of our key enterprise risks and we assess, identify, and manage such risk as part of our overall enterprise risk management framework.

See *Item 1A* for further discussion on our overall risk factors, including technology and cybersecurity risks.

*Cybersecurity Program*

Visa’s cybersecurity program has been established to identify, analyze, mitigate, monitor, and govern cybersecurity risk and was designed around widely accepted international standards, such as ISO 27002 and the Payment Card Industry Data Security Standards, as well as applicable legal and regulatory requirements.

We implement our cybersecurity program primarily through our Key Controls, which define the requirements for the protection of Visa information and technology assets.

All employees must complete annual training on our Key Controls and are required to comply with the requirements.

Exceptions to the Key Controls must be approved by an established senior management working group, which is overseen by our Corporate Risk Committee (CRC), the management committee responsible for overseeing Visa’s cybersecurity program and other operational risks.

The Key Controls are updated and reviewed annually by our Cybersecurity Governance, Risk and Compliance team and approved by management committees to ensure they continue to address evolving cybersecurity threats and associated legal and regulatory obligations.

As part of our overall business strategy, we have acquired a number of companies for which our full cybersecurity standards may not be appropriate.

These designated entities may deliver products and services using systems which are not fully integrated with our standard technology platforms or hosted in our data centers.

We have established a separate set of Key Controls for designated entities appropriate to their size and operations that are designed around the same widely accepted international standards noted above, but tailored to the operational reality and business needs of these entities.

Regular reporting of our acquired entities’ cybersecurity program is provided to our Chief Information Security Officer (CISO), President of Technology, management committees and the board of directors.

For additional information about our structural and organizational risks, see *Item 1A* of this report.

*Incident Response Plans*

Visa’s global cyber security incident response team provides monitoring of Visa networks and digital assets across three cyber fusion centers in the U.S., United Kingdom, and Singapore.

In addition, Visa’s threat intelligence and research teams monitor commercial and government intelligence sources for new and emerging threats.

Our cybersecurity awareness team regularly publishes and shares information with Visa employees on emerging threats, such as deepfake and generative AI-powered social engineering schemes.

To address significant cybersecurity incidents and other crisis events, we maintain a business incident response plan, which identifies key stakeholders, defines escalation processes, and sets the thresholds above which our cybersecurity, legal, and crisis management teams will inform management’s Executive and Disclosure Committees as well as when the CEO and his designee will inform the board of directors of an incident.

For cybersecurity incidents below these crisis thresholds, we maintain subordinate incident response plans and standard operating procedures used by our security incident response team.

Like many companies, we, and some third parties on which we rely periodically experience cybersecurity incidents.

However, as of September 30, 2024, we were not aware of any direct or third-party cybersecurity incidents in the past three fiscal years that have materially affected our business strategy, results of operations, or financial condition.

*Internal and External Testing*

We proactively manage our cybersecurity risk by continually seeking to identify and mitigate potential cybersecurity threats to and vulnerabilities in our information and technology assets, with both internal and external assessments, as appropriate.

For example, public-facing technology assets are subject to both internal security

[Table](#i3e21d382a73642188017c034fc47d460_7) [of Contents](#i3e21d382a73642188017c034fc47d460_7)

assessments and external security researcher testing under our vulnerability disclosure and bug bounty programs.

Identified threats and vulnerabilities are required to be remediated within stringent timelines, for which compliance and exceptions are tracked in reporting to management and the board of directors.

As further discussed in our risk factors in *Item IA* of this report, our cybersecurity policies and controls may not be implemented or followed appropriately to mitigate all of our risks.

We employ three lines of defense designed to address this risk.

The first line of defense consists of the technology teams who develop, build, and deploy our products and services.

These teams are trained on and accountable for following our Key Controls.

The second line of defense includes separate internal security and risk teams that conduct security assessments of our networks and products, overseeing the remediation of any findings.

Finally, our independent internal audit function operates as the third line of defense, assessing the effectiveness of our policies and controls and implementation thereof.

We are also subject to regular, detailed examinations by financial regulators and external auditors which often contain a significant cybersecurity component.

*Third-party Risk Management*

We also apply this same overall framework to our oversight and management of cybersecurity risk from service providers, vendors, suppliers, and other third parties.

Our policies require due diligence on our service providers, vendors and suppliers prior to engagement and impose audit rights in our contracts in order to identify cybersecurity risks associated with third-party relationships, proportionate to the inherent risk associated with the products and services provided and the criticality and sensitivity of our information and technology assets to which the third party may have access.

As of September 30, [removed: 2023,] [added: 2024,] we owned or leased [removed: 144] [added: 135] office locations in [removed: 82] [added: 83] countries around the world, including four data centers located in the U.S., the United Kingdom and Singapore.

[removed: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [added: [Table](#i3e21d382a73642188017c034fc47d460_7)] [of [removed: Contents](#ib8781c2034714c6298c4cf56c426b196_7)][added: Contents](#i3e21d382a73642188017c034fc47d460_7)]

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

As of November [removed: 8, 2023,] [added: 6, 2024,] we had [removed: 316] [added: 319] stockholders of record of our class A common stock.

There is currently no established public trading market for our class [removed: B] [added: B-1, B-2] or C common stock.

As of November [removed: 8, 2023,] [added: 6, 2024,] there were [removed: 1,106] [added: 657, 215] and [removed: 381] [added: 353] holders of record of our class [removed: B] [added: B-1, B-2] and C common stock, respectively.

On October [removed: 24, 2023,] [added: 29, 2024,] our board of directors declared a quarterly cash dividend of [removed: $0.52] [added: $0.59] per share of class A common stock (determined in the case of [removed: class B and C] [added: all other outstanding] common [removed: stock] and [removed: series A, B and C convertible participating] preferred stock on an as-converted basis) payable on December [removed: 1, 2023,] [added: 2, 2024,] to holders of record as of November [removed: 9, 2023.][added: 12, 2024.]

The table below presents our purchases of [added: class A] common stock during the [removed: quarter] [added: three months] ended September 30, [removed: 2023:][added: 2024:]

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

[removed: (1)Includes] [added: (2)Includes] applicable taxes.

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

| July 1 - 31, 2024 | | | | | | 11 | | | | | | $ | 267.70 | | | | | 11 | | | | | | $ | 15,965 | |

| August 1 - 31, 2024 | | | | | | 6 | | | | | | $ | 266.17 | | | | | 6 | | | | | | $ | 14,438 | |

| September 1 - 30, 2024 | | | | | | 5 | | | | | | $ | 283.54 | | | | | 5 | | | | | | $ | 13,075 | |

| Total | | | | | | 22 | | | | | | $ | 270.85 | | | | | 22 | | | | | | | | |

| 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 | | | | | | | | |

For purposes of our consolidated financial statements included in this report, the impact of these repurchases is recorded according to the settlement dates.

[removed: [Table](#ib8781c2034714c6298c4cf56c426b196_7)] [added: [Table](#i3e21d382a73642188017c034fc47d460_7)] [of [removed: Contents](#ib8781c2034714c6298c4cf56c426b196_7)][added: Contents](#i3e21d382a73642188017c034fc47d460_7)]

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

| [Report of Independent Registered Public Accounting [removed: Firm](#ib8781c2034714c6298c4cf56c426b196_85)] [added: Firm](#i3e21d382a73642188017c034fc47d460_88)] (KPMG LLP, [removed: Santa Clara,] [added: San Francisco,] CA, Auditor Firm ID: 185) | | | [removed: [50](#ib8781c2034714c6298c4cf56c426b196_85)] [added: [54](#i3e21d382a73642188017c034fc47d460_88)] | | |

| [Consolidated Balance [removed: Sheets](#ib8781c2034714c6298c4cf56c426b196_88)] [added: Sheets](#i3e21d382a73642188017c034fc47d460_91)] | | | [removed: [53](#ib8781c2034714c6298c4cf56c426b196_88)] [added: [57](#i3e21d382a73642188017c034fc47d460_91)] | | |

| [Consolidated Statements of [removed: Operations](#ib8781c2034714c6298c4cf56c426b196_94)] [added: Operations](#i3e21d382a73642188017c034fc47d460_97)] | | | [removed: [54](#ib8781c2034714c6298c4cf56c426b196_94)] [added: [58](#i3e21d382a73642188017c034fc47d460_97)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ib8781c2034714c6298c4cf56c426b196_97)] [added: Income](#i3e21d382a73642188017c034fc47d460_100)] | | | [removed: [55](#ib8781c2034714c6298c4cf56c426b196_97)] [added: [59](#i3e21d382a73642188017c034fc47d460_100)] | | |

| [Consolidated Statements [removed: of Changes in Equity](#ib8781c2034714c6298c4cf56c426b196_100)] [added: of](#i3e21d382a73642188017c034fc47d460_103) [](#i3e21d382a73642188017c034fc47d460_103)[Changes in](#i3e21d382a73642188017c034fc47d460_103) [](#i3e21d382a73642188017c034fc47d460_103)[Equity](#i3e21d382a73642188017c034fc47d460_103)] | | | [removed: [56](#ib8781c2034714c6298c4cf56c426b196_100)] [added: [60](#i3e21d382a73642188017c034fc47d460_103)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib8781c2034714c6298c4cf56c426b196_103)] [added: Flows](#i3e21d382a73642188017c034fc47d460_106)] | | | [removed: [59](#ib8781c2034714c6298c4cf56c426b196_103)] [added: [63](#i3e21d382a73642188017c034fc47d460_106)] | | |

| [Notes [removed: to](#ib8781c2034714c6298c4cf56c426b196_106) [Consolidated] [added: to Consolidated] Financial [removed: Statements](#ib8781c2034714c6298c4cf56c426b196_106)] [added: Statements](#i3e21d382a73642188017c034fc47d460_109)] | | | [removed: [60](#ib8781c2034714c6298c4cf56c426b196_106)] [added: [64](#i3e21d382a73642188017c034fc47d460_109)] | | |

We have audited the accompanying consolidated balance sheets of Visa Inc. and subsidiaries (the Company) as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Notes 5 and 20 to the consolidated financial statements, the Company is party to various legal [removed: proceedings] [added: proceedings,] including the *Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions,* and has recorded a litigation accrual of [removed: $1,621] [added: $1,537] million as of September 30, [removed: 2023.][added: 2024, of which the substantial majority of that accrual relates to Individual Merchant Actions.]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

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

| Cash and cash equivalents | | | $ | [removed: 16,286] [added: 11,975] | | | | | $ | [removed: 15,689] [added: 16,286] | |

| Restricted cash equivalents—U.S. litigation escrow | | | [removed: 1,764] [added: 3,089] | | | | | | [removed: 1,449] [added: 1,764] | | |

| Investment securities | | | [removed: 3,842] [added: 3,200] | | | | | | [removed: 2,833] [added: 3,842] | | |

| Settlement receivable | | | [removed: 2,183] [added: 4,454] | | | | | | [removed: 1,932] [added: 2,183] | | |

| Accounts receivable | | | [removed: 2,291] [added: 2,561] | | | | | | [removed: 2,020] [added: 2,291] | | |

| Customer collateral | | | [removed: 3,005] [added: 3,524] | | | | | | [removed: 2,342] [added: 3,005] | | |

| Current portion of client incentives | | | [removed: 1,577] [added: 1,918] | | | | | | [removed: 1,272] [added: 1,577] | | |

| Prepaid expenses and other current assets | | | [removed: 2,584] [added: 3,312] | | | | | | [removed: 2,668] [added: 2,584] | | |

| Total current assets | | | [removed: 33,532] [added: 34,033] | | | | | | [removed: 30,205] [added: 33,532] | | |

| Investment securities | | | [removed: 1,921] [added: 2,545] | | | | | | [removed: 2,136] [added: 1,921] | | |

| Client incentives | | | [removed: 3,789] [added: 4,628] | | | | | | [removed: 3,348] [added: 3,789] | | |

| Property, equipment and technology, net | | | [removed: 3,425] [added: 3,824] | | | | | | [removed: 3,223] [added: 3,425] | | |

| Goodwill | | | [removed: 17,997] [added: 18,941] | | | | | | [removed: 17,787] [added: 17,997] | | |

| Intangible assets, net | | | [removed: 26,104] [added: 26,889] | | | | | | [removed: 25,065] [added: 26,104] | | |

| Other assets | | | [removed: 3,731] [added: 3,651] | | | | | | [removed: 3,737] [added: 3,731] | | |

| Total assets | | | $ | [removed: 90,499] [added: 94,511] | | | | | $ | [removed: 85,501] [added: 90,499] | |

| Accounts payable | | | $ | [removed: 375] [added: 479] | | | | | $ | [removed: 340] [added: 375] | |

| Settlement payable | | | [removed: 3,269] [added: 5,265] | | | | | | [removed: 3,281] [added: 3,269] | | |

| Accrued compensation and benefits | | | [removed: 1,506] [added: 1,538] | | | | | | [removed: 1,359] [added: 1,506] | | |

| Client incentives | | | [removed: 8,177] [added: 9,075] | | | | | | [removed: 6,099] [added: 8,177] | | |

| Accrued liabilities | | | [removed: 5,015] [added: 4,909] | | | | | | [removed: 3,726] [added: 5,015] | | |

| Current maturities of debt | | | [added: $ |] — | | | | | [added: $] | [removed: 2,250] [added: —] | | | [added: | | | | |]

| Accrued litigation | | | [removed: 1,751] [added: 1,727] | | | | | | [removed: 1,456] [added: 1,751] | | |

| Total current liabilities | | | [removed: 23,098] [added: 26,517] | | | | | | [removed: 20,853] [added: 23,098] | | |

| Long-term debt | | | [removed: 20,463] [added: 20,836] | | | | | | [removed: 20,200] [added: 20,463] | | |

San Francisco, California

November 13, 2024

VISA

| | | | 2024 | | | | | | 2023 | | |

| Common stock, $0.0001 par value: | | | | | | | | | | | |

| Class A common stock, 1,733 and 1,594 shares issued and outstanding as of September 30, 2024 and 2023, respectively | | | — | | | | | | — | | |

| Class B-1 and B-2 total common stock (collectively, class B common stock), 125 and 245 shares issued and outstanding as of September 30, 2024 and 2023, respectively | | | — | | | | | | — | | |

| Class C common stock, 10 shares issued and outstanding as of September 30, 2024 and 2023 | | | — | | | | | | — | | |

| Additional paid-in capital | | | 21,229 | | | | | | 20,452 | | |

VISA

| Class B-2 common stock(1) | | | $ | 15.45 | | | | | $ | — | | | | | $ | — | |

| Class B-2 common stock(1) | | | $ | 15.43 | | | | | $ | — | | | | | $ | — | |

| Class C common stock | | | 16 | | | | | | 10 | | | | | | 10 | | |

(1)No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer.

See *Note 15—Stockholders’ Equity* for further details.

VISA

VISA

| Issuance of series A preferred stock | | | — | | | (2) | | | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (5) | | |

| Conversions to class A common stock | | | — | | | (2) | | | (481) | | | | | | 151 | | | | | | 481 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Class B-1 common stock exchange offer | | | | | | | | | | | | | | | (73) | | | | | | — | | | (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Shares withheld for taxes related to stock issued under equity plans | | | | | | | | | | | | | | | (1) | | | | | | (208) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (208) | | |

| Repurchases of class A common stock | | | | | | | | | | | | | | | (64) | | | | | | (681) | | | | | | | | | | | | | | | | | | (16,277) | | | | | | | | | | | | (16,958) | | |

| Balance as of September 30, 2024 | | | 5 | | | | | | $ | 1,031 | | (1) | | | 1,868 | | | | | | $ | 21,229 | | | | | | | | | | | $ | (104) | | | | | $ | 17,289 | | | | | $ | (308) | | | | | $ | 39,137 | |

(1)As of September 30, 2024 and 2023, the book value of series A convertible participating preferred stock (series A preferred stock) was $540 million and $456 million, respectively.

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

VISA

| Conversions to class A common stock | | | — | | | (2) | | | (596) | | | | | | 10 | | | | | | 596 | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Shares withheld for taxes related to stock issued under equity plans | | | | | | | | | | | | | | | (1) | | | | | | (130) | | | | | | | | | | | | | | | | | | | | | | | | (130) | | |

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

VISA

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

| Conversions to class A common stock | | | — | | | (2) | | | (612) | | | | | | 10 | | | | | | 612 | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Shares withheld for taxes related to stock issued under equity plans | | | | | | | | | | | | | | | — | | | (2) | | | (120) | | | | | | | | | | | | | | | | | | | | | | | | (120) | | |

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

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

VISA

| Net income | | | $ | 19,743 | | | | | $ | 17,273 | | | | | $ | 14,957 | |

| Depreciation and amortization | | | 1,034 | | | | | | 943 | | | | | | 861 | | |

| Taxes paid related to stock issued under equity plans | | | (208) | | | | | | (130) | | | | | | (120) | | |

VISA

| | | | | | |

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

Santa Clara, California

November 15, 2023

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

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

| Class A, Class B and Class C common stock and additional paid-in capital, $0.0001 par value: 2,003,341 shares authorized (Class A 2,001,622, Class B 622, Class C 1,097); 1,849 (Class A 1,594, Class B 245, Class C 10) and 1,890 (Class A 1,635, Class B 245, Class C 10) shares issued and outstanding as of September 30, 2023 and 2022, respectively | | | 20,452 | | | | | | 19,545 | | |

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

| Conversion to class A common stock upon sales into public market | | | — | | | (2) | | | (596) | | | | | | 10 | | | | | | 596 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Restricted stock and performance-based shares settled in cash for taxes | | | | | | | | | | | | | | | (1) | | | | | | (130) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (130) | | |

| Conversion to class A common stock upon sales into public market | | | — | | | (2) | | | (612) | | | | | | 10 | | | | | | 612 | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Restricted stock and performance-based shares settled in cash for taxes | | | | | | | | | | | | | | | — | | | (2) | | | (120) | | | | | | | | | | | | | | | | | | | | | | | | (120) | | |

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

| Adoption of new accounting standards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 | | | | | | | | | | | | 3 | | |

| Conversion to class A common stock upon sales into public market | | | — | | | (1) | | | (1,951) | | | | | | 29 | | | | | | 1,951 | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Restricted stock and performance-based shares settled in cash for taxes | | | | | | | | | | | | | | | (1) | | | | | | (144) | | | | | | | | | | | | | | | | | | | | | | | | (144) | | |

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

| Other | | | 14 | | | | | | (94) | | | | | | (109) | | |

| Restricted stock and performance-based shares settled in cash for taxes | | | (130) | | | | | | (120) | | | | | | (144) | | |

September 30, 2023

*Consolidation and basis of presentation*.

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

In March 2022, the Company suspended its operations in Russia and deconsolidated its Russian subsidiary.

*Use of estimates*.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The Company does not have the right to repledge these securities, but may sell these securities in the event of default by the client on its settlement obligations.

Letters of credit are provided primarily by a client’s financial institutions to serve as irrevocable guarantees of payment.

Guarantees are provided primarily by a client’s parent to secure the obligations of its subsidiaries.

The Company routinely evaluates the financial viability of institutions providing the letters of credit and guarantees.

The Company’s income tax expense consists of two components: current and deferred.

Current income tax expense represents taxes paid or payable for the current period.

The Company files a consolidated federal income tax return and, in certain states, combined state tax returns.

The Company elects to claim foreign tax credits in any given year if such election is beneficial to the Company.

Amounts excluded from the effectiveness testing of net investment hedges are recognized in earnings.

Cash flows associated with a fair value hedge may be included in operating, investing or financing activities depending on the classification of the items being hedged.

*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.

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

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, [removed: 2023,] [added: 2024,] our disclosure controls and procedures were effective at the reasonable assurance level.

Management assessed the effectiveness of our internal control over financial reporting as of September 30, [removed: 2023] [added: 2024] 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 our internal control over financial reporting was effective as of September 30, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in *Item 8* of this report.

There have been no changes in our internal controls over financial reporting that occurred during our fourth quarter of fiscal [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

*(b) Trading Plans*

None.

*(b) Trading Plans.*

None

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: 2023.][added: 2024.]

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

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

| 3.1 | | | | | | [removed: [Seventh Restated] [added: [Eight](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000005/vex3201242024.htm)[h](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000005/vex3201242024.htm) [Restated] Certificate of Incorporation of Visa [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1403161/000140316121000005/seventhrestatedcertifica.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000005/vex3201242024.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | [removed: 3.1] [added: 3.2] | | | | | | [removed: 1/27/2021] [added: 1/24/2024] | | |

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

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

| 4.2 | | | | | | [Form of specimen certificate for class [removed: B] [added: C] common stock of Visa [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1403161/000119312509012478/dex41.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000119312509012478/dex42.htm)] | | | | | | 8-A | | | | | | 000-53572 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | 1/28/2009 | | |

| [removed: 4.4] [added: 4.3] | | | | | | [Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex31.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex31.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 3.1 | | | | | | 6/21/2016 | | |

| [removed: 4.5] [added: 4.4] | | | | | | [Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex32.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex32.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 3.2 | | | | | | 6/21/2016 | | |

| [removed: 4.6] [added: 4.5] | | | | | | [Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex33.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1403161/000119312516627003/d212927dex33.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 3.3 | | | | | | 6/21/2016 | | |

| [removed: 4.7] [added: 4.6] | | | | | | [Indenture dated December 14, 2015 between Visa Inc. and U.S. Bank National [removed: Association](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex41.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex41.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.1 | | | | | | 12/14/2015 | | |

| [removed: 4.8] [added: 4.7] | | | | | | [Form of 3.150% Senior Note due [removed: 2025](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex45.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex45.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.5 | | | | | | 12/14/2015 | | |

| [removed: 4.9] [added: 4.8] | | | | | | [Form of 1.500% Senior Note due [removed: 2026](http://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex41.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex41.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.1 | | | | | | 6/1/2022 | | |

| [removed: 4.10] [added: 4.9] | | | | | | [Form of 0.750% Senior Note due [removed: 2027](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex41.htm)] [added: 2027](https://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex41.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.1 | | | | | | 8/17/2020 | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Form of 1.900% Senior Note due [removed: 2027](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex41.htm)] [added: 2027](https://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex41.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.1 | | | | | | 4/2/2020 | | |

| [removed: 4.12] [added: 4.11] | | | | | | [Form of 2.750% Senior Note due [removed: 2027](http://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex42.htm)] [added: 2027](https://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex42.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.2 | | | | | | 9/11/2017 | | |

| [removed: 4.13] [added: 4.12] | | | | | | [Form of 2.000% Senior Note due [removed: 2029](http://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex42.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex42.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.2 | | | | | | 6/1/2022 | | |

| [removed: 4.14] [added: 4.13] | | | | | | [Form of 2.050% Senior Note due [removed: 2030](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex42.htm)] [added: 2030](https://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex42.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.2 | | | | | | 4/2/2020 | | |

| [removed: 4.15] [added: 4.14] | | | | | | [Form of 1.100% Senior Note due [removed: 2031](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex42.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex42.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.2 | | | | | | 8/17/2020 | | |

| [removed: 4.16] [added: 4.15] | | | | | | [Form of 2.375% Senior Note due [removed: 2034](http://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex43.htm)] [added: 2034](https://www.sec.gov/Archives/edgar/data/1403161/000119312522165274/d309621dex43.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.3 | | | | | | 6/1/2022 | | |

| [removed: 4.17] [added: 4.16] | | | | | | [Form of 4.150% Senior Note due [removed: 2035](http://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex46.htm)] [added: 2035](https://www.sec.gov/Archives/edgar/data/1403161/000119312515402678/d19669dex46.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.6 | | | | | | 12/14/2015 | | |

| [removed: 4.18] [added: 4.17] | | | | | | [Form of 2.700% Senior Note due [removed: 2040](http://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex43.htm)] [added: 2040](https://www.sec.gov/Archives/edgar/data/1403161/000119312520095989/d885000dex43.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.3 | | | | | | 4/2/2020 | | |

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

| [removed: 4.20] [added: 4.19] | | | | | | [Form of 3.650% Senior Note due [removed: 2047](http://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex43.htm)] [added: 2047](https://www.sec.gov/Archives/edgar/data/1403161/000119312517281776/d456880dex43.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.3 | | | | | | 9/11/2017 | | |

| [removed: 4.21] [added: 4.20] | | | | | | [Form of 2.000% Senior Note due [removed: 2050](http://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex43.htm)] [added: 2050](https://www.sec.gov/Archives/edgar/data/1403161/000119312520222423/d941277dex43.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 4.3 | | | | | | 8/17/2020 | | |

| [removed: 4.22+] [added: 4.21+] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1403161/000140316123000099/vex422093023.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex421093024.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

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

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

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

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

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

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

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

| 10.12 | | | | | | [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](http://www.sec.gov/Archives/edgar/data/1403161/000119312507186914/dex1018.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/1403161/000119312507186914/dex1018.htm)] | | | | | | S-4/A | | | | | | 333-143966 | | | | | | 10.18 | | | | | | 8/22/2007 | | |

| 10.13 | | | | | | [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](http://www.sec.gov/Archives/edgar/data/1403161/000119312512302336/d378086dex102.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/1403161/000119312512302336/d378086dex102.htm)] | | | | | | 8-K | | | | | | 001-33977 | | | | | | 10.2 | | | | | | 7/16/2012 | | |

| 10.14 | | | | | | [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](http://www.sec.gov/Archives/edgar/data/1403161/000140316114000017/vex1014093014.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/1403161/000140316114000017/vex1014093014.htm)] | | | | | | 10-K | | | | | | 001-33977 | | | | | | 10.14 | | | | | | 11/21/2014 | | |

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

| 10.16 | | | | | | [Settlement Agreement, dated October 19, 2012, by and among Visa Inc., Visa U.S.A. Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated, various U.S. financial institution defendants, and the class plaintiffs to resolve the class plaintiffs’ claims in the matter styled In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, No. [removed: 05-MD-1720](http://www.sec.gov/Archives/edgar/data/1403161/000138410813000004/exhibit103123112.htm)] [added: 05-MD-1720](https://www.sec.gov/Archives/edgar/data/1403161/000138410813000004/exhibit103123112.htm)] | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.3 | | | | | | 2/6/2013 | | |

| 10.18 | | | | | | [Form of Makewhole Agreement](https://www.sec.gov/Archives/edgar/data/1403161/000119312524064798/d641107dex992.htm) | | | | | | S-4/A | | | | | | 333-276747 | | | | | | 99.2 | | | | | | 3/11/2024 | | |

| 19.1+ | | | | | | [Prevention of](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm) [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm)[, as](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm) [A](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm)[mended and](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm) [R](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm)[e](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm)[stated](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm) [](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm)[on July 18, 2024](https://www.sec.gov/Archives/edgar/data/1403161/000140316124000058/vex19193024.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| /s/ John F. Lundgren | | | | | | Board Chair | | | | | | November 13, 2024 | | |

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

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

| 10.48* | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2021](http://www.sec.gov/Archives/edgar/data/1403161/000140316122000013/vex107123121.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.7 | | | | | | 1/28/2022 | | |

| 10.49* | | | | | | [Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after January 23, 2023](http://www.sec.gov/Archives/edgar/data/1403161/000140316123000031/vex10103312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.1 | | | | | | 4/27/2023 | | |

| 10.50* | | | | | | [Form of 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/vex10203312023.htm) | | | | | | 10-Q | | | | | | 001-33977 | | | | | | 10.2 | | | | | | 4/27/2023 | | |

| 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 | | |

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

| /s/ Alfred F. Kelly, Jr. | | | | | | Executive Chairman | | | | | | November 15, 2023 | | |

| Alfred F. Kelly, Jr. | | | | | | | | | | | | | | |

| /s/ John F. Lundgren | | | | | | Lead Independent Director | | | | | | November 15, 2023 | | |