What changed in this filing

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Item 9A. Controls and Procedures

2020-11-19 compared with 2019-11-14 · 102 added, 83 removed, 132 unchanged (58% of the section changed)

21 unchanged sentences

In preparation for management’s report on internal control over financial reporting, we documented and tested the design and operating effectiveness of our internal control over financial reporting.

During fiscal 2019 , the Company implemented a new client incentives accounting system along with enhancements and modifications to existing internal controls and procedures to comply with the new revenue standard.

There were no other significant changes in our internal controls over financial reporting that occurred during the year ended September 30, 2019 , that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

Other Information

5 unchanged sentences

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

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

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

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

21 unchanged sentences

Incorporated by Reference

Exhibit Exhibit File Exhibit Filing

Number Description Form Number Number Date

2.1 Amended and Restated Transaction Agreement, dated as of May 10, 2016, between Visa Inc.

and Visa Europe Limited #

and Visa Europe Limited # 8-K 001-33977 2.1

3.1 Sixth Amended and Restated Certificate of Incorporation of Visa Inc.

8-K 001-33977 3.2

3.2 Certificate of Correction of the Certificate of Incorporation of Visa Inc.

8-K 001-33977 3.1

3.3 Amended and Restated Bylaws of Visa Inc.

10-Q 001-33977 3 .3

4.1 Form of stock certificate of Visa Inc.

S-4/A 333-143966 4.1

4.2 Form of specimen certificate for class B common stock of Visa Inc.

8-A 000-53572 4.1

4.3 Form of specimen certificate for class C common stock of Visa Inc.

8-A 000-53572 4.2

4.4 Indenture dated December 14, 2015 between Visa Inc.

Bank National Association

Form of 2.200% Senior Note due 2020

Form of 2.150% Senior Note due 2022

Form of 2.800% Senior Note due 2022

Form of 3.150% Senior Note due 2025

Form of 2.750% Senior Note due 2027

Form of 4.150% Senior Note due 2035

Form of 4.300% Senior Note due 2045

Form of 3.650% Senior Note due 2047

Bank National Association 8-K 001-33977 4.1

4.5 Form of 2.200% Senior Note due 2020 8-K 001-33977 4.3

4.6 Form of 2.150% Senior Note due 2022 8-K 001-33977 4.1

4.7 Form of 2.800% Senior Note due 2022 8-K 001-33977 4.4

4.8 Form of 3.150% Senior Note due 2025 8-K 001-33977 4.5

4.9 Form of 0.750% Senior Note due 2027 8-K 001-33977 4.1

4.10 Form of 1.900% Senior Note due 2027 8-K 001-33977 4.1

4.11 Form of 2.750% Senior Note due 2027 8-K 001-33977 4.2

4.12 Form of 2.050% Senior Note due 2030 8-K 001-33977 4.2

4.13 Form of 1.100% Senior Note due 2031 8-K 001-33977 4.2

4.14 Form of 4.150% Senior Note due 2035 8-K 001-33977 4.6

4.15 Form of 2.700% Senior Note due 2040 8-K 001-33977 4.3

4.16 Form of 4.300% Senior Note due 2045 8-K 001-33977 4.7

4.17 Form of 3.650% Senior Note due 2047 8-K 001-33977 4.3

4.18 Form of 2.000% Senior Note due 2050 8-K 001-33977 4.3

4.19 Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa Inc.

8-K 001-33977 3.1

4.20 Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc.

8-K 001-33977 3.2

4.21 Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa Inc.

Description of Securities

Form of Indemnity Agreement

8-K 001-33977 3.3

4.22 Description of Securities 10-K 001-33977 4.16

10.1 Form of Indemnity Agreement 10-Q 001-33977 10.1

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.

1 unchanged sentence

and 1734313 Ontario Inc.

S-4/A 333-143966 Annex A

10.3 Form of Escrow Agreement by and among Visa Inc., Visa U.S.A.

and the escrow agent

and the escrow agent S-4 333-143966 10.15

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.

† S-4/A 333-143966 10.17

10.5 Five Year Revolving Credit Agreement, amended and restated as of July 25, 2019, by and among Visa Inc., Visa International Service Association, Visa U.S.A.

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 #

and Visa Europe Limited, as borrowers, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank N.A., as syndication agent, and the lenders referred to therein # 10-K 001-33977 10.5

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 †

Interchange Judgment Sharing Agreement Schedule

Amendment of Interchange Judgment Sharing Agreement

Inc., and the other parties thereto † S-4/A 333-143966 10.13

10.7 Interchange Judgment Sharing Agreement Schedule 8-K 001-33977 10.2

10.8 Amendment of Interchange Judgment Sharing Agreement 10-K 001-33977 10.10

10.9 Form of Loss Sharing Agreement by and among Visa U.S.A.

Inc., Visa International Service Association, Visa Inc.

and various financial institutions

Loss Sharing Agreement Schedule

Amendment of Loss Sharing Agreement

and various financial institutions S-4/A 333-143966 10.14

10.10 Loss Sharing Agreement Schedule 8-K 001-33977 10.1

10.11 Amendment of Loss Sharing Agreement 10-K 001-33977 10.13

10.12 Form of Litigation Management Agreement by and among Visa Inc., Visa International Service Association, Visa U.S.A.

and the other parties thereto

and the other parties thereto S-4/A 333-143966 10.18

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 thereto

Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated and the parties thereto 8-K 001-33977 10.2

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 thereto

Second Amendment, dated October 22, 2015, to Omnibus Agreement regarding Interchange Litigation Judgment Sharing and Settlement Sharing

Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated and the parties thereto 10-K 001-33977 10.14

10.15 Second Amendment, dated October 22, 2015, to Omnibus Agreement regarding Interchange Litigation Judgment Sharing and Settlement Sharing 10-K 001-33977 10.17

10.16 Settlement Agreement, dated October 19, 2012, by and among Visa Inc., Visa U.S.A.

1 unchanged sentence

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.

05-MD-1720 10-Q 001-33977 10.3

10.17 Superseding and Amended Settlement Agreement, dated September 17, 2018, by and among Visa Inc., Visa U.S.A.

1 unchanged sentence

financial institution defendants, and the damages class plaintiffs to resolve the damages class plaintiffs’ claims in the matter styled In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, No.

05-MD-1720 8-K 001-33977 10.1

10.18 Loss Sharing Agreement, dated as of November 2, 2015, among the UK Members listed on Schedule 1 thereto, Visa Inc.

and Visa Europe Limited

Litigation Management Deed, dated as of June 21, 2016, by and among the VE Member Representative, Visa Inc., the LMC Appointing Members, the UK&I DCC Appointing Members, the Europe DCC Appointing Members and the UK&I DCC Interested Members

Visa 2005 Deferred Compensation Plan, effective as of August 12, 2015

Visa Directors Deferred Compensation Plan, as amended and restated as of July 22, 2014

2007 Equity Incentive Compensation Plan, as amended and restated as of February 3, 2016

Incentive Plan, as amended and restated as of February 3, 2016

Visa Excess Thrift Plan, as amended and restated as of January 1, 2008

Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 2008

First Amendment, effective January 1, 2011, of the Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 2008

Executive Severance Plan, effective as of November 3, 2010

2015 Employee Stock Purchase Plan

and Visa Europe Limited 8-K 001-33977 10.1

10.19 Litigation Management Deed, dated as of June 21, 2016, by and among the VE Member Representative, Visa Inc., the LMC Appointing Members, the UK&I DCC Appointing Members, the Europe DCC Appointing Members and the UK&I DCC Interested Members 8-K 001-33977 10.1

10.20* Visa 2005 Deferred Compensation Plan, effective as of August 12, 2015 10-K 001-33977 10.21

10.21* Visa Directors Deferred Compensation Plan, as amended and restated as of July 22, 2014 10-K 001-33977 10.17

10.22* Visa Inc.

2007 Equity Incentive Compensation Plan, as amended and restated as of February 3, 2016 DEFA 14A 001-33977 Annex A

10.23* Visa Inc.

Incentive Plan, as amended and restated as of February 3, 2016 DEF 14A 001-33977 Annex B

10.24* Visa Excess Thrift Plan, as amended and restated as of January 1, 2008 10-K 001-33977 10.31

10.25* Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 2008 10-K 001-33977 10.32

10.26* First Amendment, effective January 1, 2011, of the Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 2008 10-K 001-33977 10.34

10.27* Visa Inc.

Executive Severance Plan, effective as of November 3, 2010 8-K 001-33977 10.1

10.28* Visa Inc.

2015 Employee Stock Purchase Plan DEF 14A 001-33977 Appendix B

10.29* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 2013

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 2013 10-Q 001-33977 10.1

10.30* Form of Alternate Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 2013

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 2013 10-Q 001-33977 10.5

10.31* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2014

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2014 10-K 001-33977 10.40

10.32* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2014

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2014 10-K 001-33977 10.41

Form of Alternate Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2014

Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2015

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2014 10-K 001-33977 10.45

10.34* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2015

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2015 10-Q 001-33977 10.1

10.35* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2015

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2015 10-Q 001-33977 10.2

10.36* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO, for the Make-Whole Award.

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2015 10-Q 001-33977 10.3

10.37* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2018

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2018 10-Q 001-33977 10.1

10.38* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 2018

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 2018 10-Q 001-33977 10.2

10.39* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO for awards granted after November 1, 2018

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO for awards granted after November 1, 2018 10-Q 001-33977 10.3

10.40* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2018

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2018 10-Q 001-33977 10.4

10.41* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2018

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2018 10-Q 001-33977 10.5

10.42* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2018

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2018 10-Q 001-33977 10.6

10.43* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2018

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2018 10-Q 001-33977 10.7

10.44* Form of Letter Agreement relating to Visa Inc.

Executive Severance Plan

Executive Severance Plan 8-K 001-33977 10.2

10.45* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2017

Offer Letter, dated October 17, 2016, between Visa Inc.

and Alfred F.

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2017 10-Q 001-33977

Offer Letter, dated July 18, 2019, between Visa Inc.

10.47* Amended and Restated Aircraft Time Sharing Agreement, effective November 1, 2019, between Visa Inc.

and Alfred F.

10-K 001-33977 10.48

List of Significant Subsidiaries of Visa Inc.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

_______________

11 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:

Signature Title Date

/s/ Alfred F.

Chairman and Chief Executive Officer, and Director

November 14, 2019

Chairman and Chief Executive Officer, and Director November 19, 2020

(Principal Executive Officer)

/s/ Vasant M.

Vice Chairman and Chief Financial Officer

November 14, 2019

Prabhu Vice Chairman and Chief Financial Officer November 19, 2020

(Principal Financial Officer)

Global Corporate Controller and Chief Accounting Officer

November 14, 2019

Hoffmeister Global Corporate Controller and Chief Accounting Officer November 19, 2020

(Principal Accounting Officer)

Lead Independent Director

November 14, 2019

/s/ Francisco Javier Fernández-Carbajal

November 14, 2019

Lundgren Lead Independent Director November 19, 2020

Carney Director November 19, 2020

Cranston Director November 19, 2020

/s/ Francisco Javier Fernández-Carbajal Director November 19, 2020

Francisco Javier Fernández-Carbajal

/s/ Ramon Laguarta Director November 19, 2020

Ramon Laguarta

/s/ Robert W.

November 14, 2019

Matschullat Director November 19, 2020

/s/ Denise M.

November 14, 2019

/s/ Suzanne Nora Johnson

November 14, 2019

Morrison Director November 19, 2020

/s/ Suzanne Nora Johnson Director November 19, 2020

Suzanne Nora Johnson

November 14, 2019

Swainson Director November 19, 2020

/s/ Maynard G.

November 14, 2019

Director November 19, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures