Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “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.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2020, our disclosure controls and procedures were effective at the reasonable assurance level.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. These limitations include the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource constraints. In addition, because we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose under all possible future conditions. Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance, of achieving their objectives.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2020. Based on management’s assessment, management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2020 using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Our internal control over financial reporting is designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. There are inherent limitations to the effectiveness of any system of internal control over financial reporting. These limitations include the possibility of human error, the circumvention or overriding of the system and reasonable resource constraints. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks discussed in Item 1A—Risk Factors of this report.
The effectiveness of our internal control over financial reporting as of September 30, 2020, has been audited by KPMG LLP, an independent registered public accounting firm and is included in Item 8 of this report.
Changes in Internal Control over Financial Reporting
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. 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.
ITEM 9B. Other Information
Not applicable.
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PART III
Certain information required by Part III is omitted from this Report and the Company will file a definitive proxy statement pursuant to Regulation 14A under the Exchange Act (the “Proxy Statement”) not later than 120 days after the end of the fiscal year ended September 30, 2020, and certain information included therein is incorporated herein by reference. Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference. Such incorporation does not include the report of the Audit and Risk Committee included in the Proxy Statement.
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required by this item concerning the Company’s directors, executive officers, the Code of Business Conduct and Ethics and corporate governance matters is incorporated herein by reference to the sections entitled “Director Nominee Biographies,” “Executive Officers” and “Corporate Governance” in our Proxy Statement.
The information required by this item regarding compliance with Section 16(a) of the Exchange Act pursuant to Item 405 of Regulation S-K is incorporated herein by reference to the section entitled “Beneficial Ownership of Equity Securities” in our Proxy Statement.
Our Code of Business Conduct and Ethics that is applicable to our directors, executive officers, senior financial officers, as well as our employees and contractors and our Corporate Governance Guidelines are available on the Investor Relations page of our website at http://investor.visa.com, under “Corporate Governance.” Printed copies of these documents are also available to stockholders without charge upon written request directed to Corporate Secretary, Visa Inc., P.O. Box 193243, San Francisco, California 94119.
ITEM 11. Executive Compensation
The information required by this item concerning director and executive compensation is incorporated herein by reference to the sections entitled “Compensation of Non-Employee Directors” and “Executive Compensation” in our Proxy Statement.
The information required by this item pursuant to Item 407(e)(4) of Regulation S-K is incorporated herein by reference to the section entitled “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.
The information required by this item pursuant to Item 407(e)(5) of Regulation S-K is incorporated herein by reference to the section entitled “Compensation Committee Report” in our Proxy Statement.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item pursuant to Item 403 of Regulation S-K is incorporated herein by reference to the section entitled “Beneficial Ownership of Equity Securities” in our Proxy Statement.
For the information required by item 201(d) of Regulation S-K, refer to Item 5 in this report.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item concerning related party transactions pursuant to Item 404 of Regulation S-K is incorporated herein by reference to the section entitled “Certain Relationships and Related Person Transactions” in our Proxy Statement.
The information required by this item concerning director independence pursuant to Item 407(a) of Regulation S-K is incorporated herein by reference to the section entitled “Independence of Directors” in our Proxy Statement.
ITEM 14. Principal Accountant Fees and Services
The information required by this Item is incorporated herein by reference to the section entitled “Independent Registered Public Accounting Firm Fees” in our Proxy Statement.
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PART IV
ITEM 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report:
1. Consolidated Financial Statements
See Index to Consolidated Financial Statements in Item 8—Financial Statements and Supplementary Data of this report.
2. Consolidated Financial Statement Schedules
None.
3. The following exhibits are filed as part of this report or, where indicated, were previously filed and are hereby incorporated by reference:
Refer to the Exhibit Index herein.
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EXHIBIT INDEX
Incorporated by Reference
Exhibit Exhibit File Exhibit Filing
Number Description Form Number Number Date
2.1 Amended and Restated Transaction Agreement, dated as of May 10, 2016, between Visa Inc. and Visa Europe Limited # 8-K 001-33977 2.1
5/10/2016
3.1 Sixth Amended and Restated Certificate of Incorporation of Visa Inc. 8-K 001-33977 3.2
1/29/2015
3.2 Certificate of Correction of the Certificate of Incorporation of Visa Inc. 8-K 001-33977 3.1
2/27/2015
3.3 Amended and Restated Bylaws of Visa Inc. 10-Q 001-33977 3 .3
7/31/2020
4.1 Form of stock certificate of Visa Inc. S-4/A 333-143966 4.1
9/13/2007
4.2 Form of specimen certificate for class B common stock of Visa Inc. 8-A 000-53572 4.1
1/28/2009
4.3 Form of specimen certificate for class C common stock of Visa Inc. 8-A 000-53572 4.2
1/28/2009
4.4 Indenture dated December 14, 2015 between Visa Inc. and U.S. Bank National Association 8-K 001-33977 4.1
12/14/2015
4.5 Form of 2.200% Senior Note due 2020 8-K 001-33977 4.3
12/14/2015
4.6 Form of 2.150% Senior Note due 2022 8-K 001-33977 4.1
9/11/2017
4.7 Form of 2.800% Senior Note due 2022 8-K 001-33977 4.4
12/14/2015
4.8 Form of 3.150% Senior Note due 2025 8-K 001-33977 4.5
12/14/2015
4.9 Form of 0.750% Senior Note due 2027 8-K 001-33977 4.1
8/17/2020
4.10 Form of 1.900% Senior Note due 2027 8-K 001-33977 4.1
4/2/2020
4.11 Form of 2.750% Senior Note due 2027 8-K 001-33977 4.2
9/11/2017
4.12 Form of 2.050% Senior Note due 2030 8-K 001-33977 4.2
4/2/2020
4.13 Form of 1.100% Senior Note due 2031 8-K 001-33977 4.2
8/17/2020
4.14 Form of 4.150% Senior Note due 2035 8-K 001-33977 4.6
12/14/2015
4.15 Form of 2.700% Senior Note due 2040 8-K 001-33977 4.3
4/2/2020
4.16 Form of 4.300% Senior Note due 2045 8-K 001-33977 4.7
12/14/2015
4.17 Form of 3.650% Senior Note due 2047 8-K 001-33977 4.3
9/11/2017
4.18 Form of 2.000% Senior Note due 2050 8-K 001-33977 4.3
8/17/2020
4.19 Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa Inc. 8-K 001-33977 3.1
6/21/2016
4.20 Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc. 8-K 001-33977 3.2
6/21/2016
4.21 Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa Inc. 8-K 001-33977 3.3
6/21/2016
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4.22 Description of Securities 10-K 001-33977 4.16
11/13/2019
10.1 Form of Indemnity Agreement 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 Inc. 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 agent 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. † S-4/A 333-143966 10.17
7/24/2007
10.5 Five Year Revolving Credit Agreement, amended and restated as of July 25, 2019, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc. and Visa Europe Limited, as borrowers, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank N.A., as syndication agent, and the lenders referred to therein # 10-K 001-33977 10.5
11/13/2019
10.6 Form of Interchange Judgment Sharing Agreement by and among Visa International Service Association and Visa U.S.A. Inc., and the other parties thereto † S-4/A 333-143966 10.13
7/24/2007
10.7 Interchange Judgment Sharing Agreement Schedule 8-K 001-33977 10.2
2/8/2011
10.8 Amendment of Interchange Judgment Sharing Agreement 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 institutions S-4/A 333-143966 10.14
7/24/2007
10.10 Loss Sharing Agreement Schedule 8-K 001-33977 10.1
2/8/2011
10.11 Amendment of Loss Sharing Agreement 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 thereto 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 thereto 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 thereto 10-K 001-33977 10.14
11/21/2014
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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
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. 05-MD-1720 10-Q 001-33977 10.3
2/6/2013
10.17 Superseding and Amended Settlement Agreement, dated September 17, 2018, 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 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
9/18/2018
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 8-K 001-33977 10.1
11/2/2015
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
6/21/2016
10.20* Visa 2005 Deferred Compensation Plan, effective as of August 12, 2015 10-K 001-33977 10.21
11/20/2015
10.21* Visa Directors Deferred Compensation Plan, as amended and restated as of July 22, 2014 10-K 001-33977 10.17
11/21/2014
10.22* Visa Inc. 2007 Equity Incentive Compensation Plan, as amended and restated as of February 3, 2016 DEFA 14A 001-33977 Annex A
1/12/2016
10.23* Visa Inc. Incentive Plan, as amended and restated as of February 3, 2016 DEF 14A 001-33977 Annex B
12/11/2015
10.24* Visa Excess Thrift Plan, as amended and restated as of January 1, 2008 10-K 001-33977 10.31
11/21/2008
10.25* Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 2008 10-K 001-33977 10.32
11/21/2008
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
11/18/2011
10.27* Visa Inc. Executive Severance Plan, effective as of November 3, 2010 8-K 001-33977 10.1
11/9/2010
10.28* Visa Inc. 2015 Employee Stock Purchase Plan DEF 14A 001-33977 Appendix B
12/12/2014
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10.29* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 2013 10-Q 001-33977 10.1
1/30/2014
10.30* Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 2013 10-Q 001-33977 10.5
1/30/2014
10.31* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2014 10-K 001-33977 10.40
11/21/2014
10.32* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2014 10-K 001-33977 10.41
11/21/2014
10.33*
Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2014 10-K 001-33977 10.45
11/21/2014
10.34* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2015 10-Q 001-33977 10.1
1/28/2016
10.35* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2015 10-Q 001-33977 10.2
1/28/2016
10.36* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2015 10-Q 001-33977 10.3
1/28/2016
10.37* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2018 10-Q 001-33977 10.1
1/31/2019
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 10-Q 001-33977 10.2
1/31/2019
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 10-Q 001-33977 10.3
1/31/2019
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 10-Q 001-33977 10.4
1/31/2019
10.41* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2018 10-Q 001-33977 10.5
1/31/2019
10.42* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2018 10-Q 001-33977 10.6
1/31/2019
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10.43* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2018 10-Q 001-33977 10.7
1/31/2019
10.44* Form of Letter Agreement relating to Visa Inc. Executive Severance Plan 8-K 001-33977 10.2
11/9/2010
10.45* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2017 10-Q 001-33977
10.1
2/1/2018
10.46+
Offer Letter, dated July 18, 2019, between Visa Inc. and Paul D. Fabara
10.47* Amended and Restated Aircraft Time Sharing Agreement, effective November 1, 2019, between Visa Inc. and Alfred F. Kelly, Jr. 10-K 001-33977 10.48
11/13/2019
21.1+
List of Significant Subsidiaries of Visa Inc.
23.1+
Consent of KPMG LLP, Independent Registered Public Accounting Firm
31.1+
Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+
Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document
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
_______________
† Confidential treatment has been requested for portions of this agreement. A completed copy of the agreement, including the redacted portions, has been filed separately with the SEC.
* Management contract, compensatory plan or arrangement.
+ Filed or furnished herewith.
# Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
VISA INC.
By: /s/ Alfred F. Kelly, Jr.
Name: Alfred F. Kelly, Jr.
Title: Chairman and Chief Executive Officer
Date: November 19, 2020
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. Kelly, Jr. Chairman and Chief Executive Officer, and Director November 19, 2020
Alfred F. Kelly, Jr.
(Principal Executive Officer)
/s/ Vasant M. Prabhu Vice Chairman and Chief Financial Officer November 19, 2020
Vasant M. Prabhu
(Principal Financial Officer)
/s/ James H. Hoffmeister Global Corporate Controller and Chief Accounting Officer November 19, 2020
James H. Hoffmeister
(Principal Accounting Officer)
/s/ John F. Lundgren Lead Independent Director November 19, 2020
John F. Lundgren
/s/ Lloyd A. Carney Director November 19, 2020
Lloyd A. Carney
/s/ Mary B. Cranston Director November 19, 2020
Mary B. Cranston
/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. Matschullat Director November 19, 2020
Robert W. Matschullat
/s/ Denise M. Morrison Director November 19, 2020
Denise M. Morrison
/s/ Suzanne Nora Johnson Director November 19, 2020
Suzanne Nora Johnson
/s/ John A. C. Swainson Director November 19, 2020
John A. C. Swainson
/s/ Maynard G. Webb, Jr. Director November 19, 2020
Maynard G. Webb, Jr.
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