What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-11-15 compared with 2022-11-16 · 161 added, 92 removed, 142 unchanged (64% of the section changed)

5 unchanged sentences

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, 2022 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 the Company’s internal control over financial reporting was effective as of September 30, 2022.

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

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.

Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2023 using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on management’s assessment, management has concluded that our internal control over financial reporting was effective as of September 30, 2023.

The effectiveness of our internal control over financial reporting as of September 30, 2023, 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.

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

6 unchanged sentences

Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance, of achieving their objectives.

Projections of any evaluation of effectiveness to future periods are subject to the risks discussed in Item 1A—Risk Factors of this report.

Projections of any evaluation of effectiveness to future periods are subject to the risks discussed in Part I, Item 1A—Risk Factors 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 changes in our internal controls over financial reporting that occurred during our fourth quarter of fiscal 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

Other Information

Not applicable.

(b) Trading Plans.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

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

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, 2023.

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

12 unchanged sentences

Consolidated Financial Statements

See Index to Consolidated Financial Statements in Item 8—Financial Statements and Supplementary Data of this report.

See Index to Consolidated Financial Statements in Item 8 of this report.

Consolidated Financial Statement Schedules

7 unchanged sentences

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

and Visa Europe Limited #

8-K 001-33977 2.1 5/10/2016

3.1 Seventh Restated Certificate of Incorporation of Visa Inc.

15 unchanged sentences

4.7 Indenture dated December 14, 2015 between Visa Inc.

Bank National Association 8-K 001-33977 4.1

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

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

4.10 Form of 1.500% Senior Note due 2026 8-K 001-33977 4.1

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

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

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

4.14 Form of 2.000% Senior Note due 2029 8-K 001-33977 4.2

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

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

4.17 Form of 2.375% Senior Note due 2034 8-K 001-33977 4.3

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

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

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

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

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

Bank National Association

8-K 001-33977 4.1 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 1.500% Senior Note due 2026

8-K 001-33977 4.1 6/1/2022

4.10 Form of 0.750% Senior Note due 2027

8-K 001-33977 4.1 8/17/2020

Form of 1.900% Senior Note due 2027

8-K 001-33977 4.1 4/2/2020

4.12 Form of 2.750% Senior Note due 2027

8-K 001-33977 4.2 9/11/2017

4.13 Form of 2.000% Senior Note due 2029

8-K 001-33977 4.2 6/1/2022

4.14 Form of 2.050% Senior Note due 2030

8-K 001-33977 4.2 4/2/2020

4.15 Form of 1.100% Senior Note due 2031

8-K 001-33977 4.2 8/17/2020

Form of 2.375% Senior Note due 2034

8-K 001-33977 4.3 6/1/2022

Form of 4.150% Senior Note due 2035

8-K 001-33977 4.6 12/14/2015

4.18 Form of 2.700% Senior Note due 2040

8-K 001-33977 4.3 4/2/2020

4.19 Form of 4.300% Senior Note due 2045

8-K 001-33977 4.7 12/14/2015

4.20 Form of 3.650% Senior Note due 2047

8-K 001-33977 4.3 9/11/2017

4.21 Form of 2.000% Senior Note due 2050

8-K 001-33977 4.3 8/17/2020

4.22+ Description of Securities

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

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.

3 unchanged sentences

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

and the escrow agent S-4 333-143966 10.15

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.

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.

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 LIBOR Transition Amendment, dated October 18, 2021, by and among Visa Inc., Visa International Service Association, Visa U.S.A.

and Visa Europe Limited, as borrowers, and Bank of America, N.A., as administrative agent 10-Q 001-33977 10.1

10.5 Amended and Restated Five Year Revolving Credit Agreement, dated as of May 31, 2023 , 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 #

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 † S-4/A 333-143966 10.13

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

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

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

Amendment of Interchange Judgment Sharing Agreement

10-K 001-33977 10.10 11/20/2015

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

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

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

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.

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

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

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

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

Inc., Visa International Service Association, Mastercard Incorporated, Mastercard International Incorporated and the parties thereto

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 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.

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-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.

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

8-K 001-33977 10.1 9/18/2018

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

10.20 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

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

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

10.23* Visa Inc.

2007 Equity Incentive Compensation Plan, amended and restated as of January 26, 2021 8-K 001-33977 10.22

10.24* Visa Inc.

Incentive Plan, as amended and restated as of July 18, 2022 10-Q 001-33977 10.1

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

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

10.27* 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

10.28* Visa Inc.

Executive Severance Plan, effective as of January 1, 2022 10-Q 001-33977 10.8

10.29* Visa Inc.

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

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

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

and Visa Europe Limited

8-K 001-33977 10.1 11/2/2015

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

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

10-K 001-33977 10.21 11/20/2015

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

10-K 001-33977 10.17 11/21/2014

2007 Equity Incentive Compensation Plan, amended and restated as of January 26, 2021

8-K 001-33977 10.22 1/27/2021

Incentive Plan, as amended and restated as of July 18, 2022

10-Q 001-33977 10.1 7/28/2022

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

10-K 001-33977 10.31 11/21/2008

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

10-K 001-33977 10.32 11/21/2008

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

Executive Severance Plan, effective as of January 1, 2022

10-Q 001-33977 10.8 1/28/2022

V isa Executive Officer Cash Severance Policy, effective as of November 6, 2023

Clawback Policy, as amended and restated November 1, 2023

2015 Employee Stock Purchase Plan

DEF 14A 001-33977 Appendix B 12/12/2014

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

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

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

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

Form of Alternate Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2015 10-K 001-33977 10.34

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

10-K 001-33977 10.34 11/18/2021

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Form of Visa Inc.

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after January 1, 2021 10-K 001-33977 10.44

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after January 1, 2021

10-K 001-33977 10.44 11/18/2021

Form of Visa Inc.

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 2021 10-Q 001-33977 10.2

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 2021

10-Q 001-33977 10.2 1/28/2022

Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO for awards granted after November 1, 2021 10-Q 001-33977 10.3

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO for awards granted after November 1, 2021

10-Q 001-33977 10.3 1/28/2022

Form of Visa Inc.

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2021 10-Q 001-33977 10.4

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2021

10-Q 001-33977 10.4 1/28/2022

Form of Visa Inc.

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2021 10-Q 001-33977 10.5

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2021

10-Q 001-33977 10.5 1/28/2022

Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2021 10-Q 001-33977 10.6

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2021

10-Q 001-33977 10.6 1/28/2022

Form of Visa Inc.

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2021 10-Q 001-33977 10.7

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

Fabara 10-K 001-33977 10.46

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2021

10-Q 001-33977 10.7 1/28/2022

Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after January 23, 2023

001-33977 10.1 4/27/2023

Form of Visa Inc.

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 2023

001-33977 10.2 4/27/2023

Form of Alternate Visa Inc.

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after January 23, 2023

001-33977 10.3 4/27/2023

Form of Amendment Notification to Stock Option and Performance Share Award Holders

001-33977 10.4 4/27/2023

O ffer Letter and One-Time Cash A ward Ag reement, dated June 13, 2023, between Visa Inc.

and Chris Suh

001-33977 99.2 06/20/2023

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

1 unchanged sentence

10-K 001-33977 10.48 11/13/2019

First Amendment to Amended and Restated Aircraft Time Sharing Agreement, dated January 30, 2023, between Visa and Alfred F.

10-Q 001-33977 10.5 4/27/2023

Aircraft Time Sharing Agreement, effective January 30, 2023, between Visa and Ryan McInerney

10-Q 001-33977 10.6 4/27/2023

21.1+ List of Significant Subsidiaries of Visa Inc.

19 unchanged sentences

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.

/s/ Alfred F.

Chairman and Chief Executive Officer

/s/ Ryan McInerney

Ryan McInerney

Chief Executive Officer

November 15, 2023

1 unchanged sentence

Signature Title Date

/s/ Alfred F.

Chairman and Chief Executive Officer, and Director November 16, 2022

/s/ Ryan McInerney Chief Executive Officer and Director

November 15, 2023

Ryan McInerney

(Principal Executive Officer)

/s/ Vasant M.

Prabhu Vice Chair, Chief Financial Officer November 16, 2022

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

(Principal Financial Officer)

1 unchanged sentence

(Principal Accounting Officer)

/s/ Alfred F.

Executive Chairman November 15, 2023

Lundgren Lead Independent Director November 15, 2023

Carney Director November 15, 2023

Cranston Director November 16, 2022

/s/ Kermit R.

Crawford Director November 15, 2023

/s/ Francisco Javier Fernández-Carbajal Director November 15, 2023

3 unchanged sentences

List Director November 15, 2023

/s/ Robert W.

Matschullat Director November 16, 2022

/s/ Denise M.

Morrison Director November 15, 2023

/s/ Pamela Murphy Director November 15, 2023

Pamela Murphy

Rendle Director November 15, 2023

2 unchanged sentences

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