V September 30, 2023

The series B and C preferred stock is convertible upon certain conditions into shares of class A common stock or series A preferred stock. The shares of series B and C preferred stock are subject to restrictions on transfer and may become convertible in stages based on developments in the VE territory covered litigation. The shares of series B and C preferred stock will become fully convertible on the 12th anniversary of the closing of the Visa Europe acquisition, subject only to a holdback to cover any then-pending claims. Upon any such conversion of the series B and C preferred stock (whether by such 12th anniversary, or thereafter with respect to claims pending on such anniversary), the conversion rate would be adjusted downward and the holder would receive either class A common stock or series A preferred stock (for those who are not eligible to hold class A common stock pursuant to the Company’s certificate of incorporation). The conversion rates may also be reduced from time to time to offset certain liabilities.


V September 30, 2023

The series A preferred stock, generally designed to be economically equivalent to the Company’s class A common stock, is freely transferable and each share of series A preferred stock will automatically convert into 100 shares of class A common stock upon a transfer to any holder that is eligible to hold class A common stock under the charter. See Note 5—U.S. and Europe Retrospective Responsibility Plans.


V September 30, 2023

VISA INC.


V September 30, 2023

Voting rights. The holders of the series B and C preferred stock have no right to vote on any matters, except for certain defined matters, including, in specified circumstances, any consolidation, merger, combination or similar transaction of the Company in which the preferred stockholders would either (i) receive shares of common stock or other equity securities of the Company with preferences, rights and privileges that are not substantially identical to the preferences, rights and privileges of the applicable series of preferred stock or (ii) receive securities, cash or other property that is different from what the Company’s class A common stockholders would receive. With respect to these limited matters on which the holders of preferred stock may vote, approval by the preferred stockholders requires the affirmative vote of the outstanding voting power of each such series of preferred stock, each such series voting as a single class. In either case, the series B and C preferred stockholders are entitled to cast a number of votes equal to the number of shares held by each such holder. Holders of the series A preferred stock, upon issuance at conversion, will have similar voting rights to the rights of the holders of the series B and C preferred stock.


V September 30, 2023

Class A common stockholders have the right to vote on all matters on which stockholders generally are entitled to vote. Class B and C common stockholders have no right to vote on any matters, except for certain defined matters, including (i) any decision to exit the core payments business, in which case the class B and C common stockholders will vote together with the class A common stockholders in a single class, (ii) in specified circumstances, any consolidation, merger, combination or similar transaction of the Company, in which case the class B and C common stockholders will vote together as a single class, and (iii) the approval of certain amendments to the Company’s certificate of incorporation, in which case class A, B and C common stockholders will vote as a separate class, including if such amendments affect the terms of class B or C common stock. In these cases, the class B and C common stockholders are entitled to cast a number of votes equal to the number of shares of class B or C common stock held multiplied by the applicable conversion rate in effect on the record date. Holders of the Company’s common stock have no right to vote on any amendment to the current certificate of incorporation that relates solely to any series of preferred stock.


V Note 16—Earnings Per Share

The following table presents earnings per share for fiscal 2023: ######Basic Earnings Per Share############Diluted Earnings Per Share###### ####Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)####Earnings per Share = (A)/(B)(2)######Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)######Earnings per Share = (A)/(B)(2) ############(in millions, except per share data)############ Class A common stock##$##13,415##1,618##$##8.29####$##17,273##2,085##(3)##$##8.28 Class B common stock####3,254##245##$##13.26####$##3,251##245####$##13.24 Class C common stock####320##10##$##33.17####$##319##10####$##33.13 Participating securities####284##Not presented####Not presented####$##284##Not presented######Not presented Net income##$##17,273####################


V Note 16—Earnings Per Share

The following table presents earnings per share for fiscal 2022: ######Basic Earnings Per Share############Diluted Earnings Per Share###### ####Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)####Earnings per Share = (A)/(B)(2)######Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)######Earnings per Share = (A)/(B)(2) ############(in millions, except per share data)############ Class A common stock##$##11,569##1,651##$##7.01####$##14,957##2,136##(3)##$##7.00 Class B common stock####2,781##245##$##11.33####$##2,778##245####$##11.31 Class C common stock####280##10##$##28.03####$##280##10####$##28.00 Participating securities####327##Not presented####Not presented####$##326##Not presented######Not presented Net income##$##14,957####################


V Note 16—Earnings Per Share

The following table presents earnings per share for fiscal 2021: ######Basic Earnings Per Share############Diluted Earnings Per Share###### ####Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)####Earnings per Share = (A)/(B)(2)######Income Allocation (A)(1)##Weighted- Average Shares Outstanding (B)######Earnings per Share = (A)/(B)(2) ############(in millions, except per share data)############ Class A common stock##$##9,527##1,691##$##5.63####$##12,311##2,188##(3)##$##5.63 Class B common stock####2,244##245##$##9.14####$##2,242##245####$##9.13 Class C common stock####237##10##$##22.53####$##236##10####$##22.51 Participating securities####303##Not presented####Not presented####$##303##Not presented######Not presented Net income##$##12,311####################


V Note 16—Earnings Per Share

(1)The weighted-average number of shares of as-converted class B common stock used in the income allocation was 392 million, 397 million and 398 million for fiscal 2023, 2022 and 2021, respectively. The weighted-average number of shares of as-converted class C common stock used in the income allocation was 39 million, 40 million and 42 million for fiscal 2023, 2022 and 2021, respectively. The weighted-average number of shares of preferred stock included within participating securities was 10 million, 8 million and 12 million of as-converted series A preferred stock for fiscal 2023, 2022 and 2021, respectively, 7 million, 14 million and 16 million of as-converted series B preferred stock for fiscal 2023, 2022 and 2021, respectively, and 11 million, 20 million and 22 million of as-converted series C preferred stock for fiscal 2023, 2022 and 2021, respectively.


V Note 16—Earnings Per Share

(2)Figures in the table may not recalculate exactly due to rounding. Basic and diluted earnings per share are calculated based on unrounded numbers.


V Note 16—Earnings Per Share

(3)Weighted-average diluted shares outstanding are calculated on an as-converted basis, and include incremental common stock equivalents, as calculated under the treasury stock method. The common stock equivalents are not material for each of fiscal 2023, 2022 and 2021.


V Note 16—Earnings Per Share

VISA INC.


V Equity Incentive Compensation Plan

The Company’s 2007 Amended and Restated Equity Incentive Compensation Plan (EIP) authorizes the compensation committee of the board of directors to grant non-qualified stock options (options), RSUs, performance-based shares and restricted stock awards to its employees and non-employee directors, for up to 198 million shares of class A common stock. Shares available for grant may be either authorized and unissued or previously issued shares subsequently acquired by the Company. Under the EIP, shares withheld for taxes, or shares used to pay the exercise or purchase price of an award, shall not again be available for future grant. The EIP will continue to be in effect until all of the common stock available under the EIP is delivered and all restrictions on those shares have lapsed, unless the EIP is terminated earlier by the Company’s board of directors.


V Equity Incentive Compensation Plan

For fiscal 2023, 2022 and 2021, the Company recorded share-based compensation cost related to the EIP of $734 million, $571 million and $518 million, respectively, in personnel expense on its consolidated statements of operations. The related tax benefits for fiscal 2023, 2022 and 2021 were $112 million, $82 million and $73 million, respectively.


V Options

Options issued under the EIP expire 10 years from the date of grant and primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions.


V Options

The fair value of each stock option was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: ##########For the Years Ended September 30,######## ####2023######2022######2021## Expected term (in years)(1)####4.17######4.11######4.07## Risk-free rate of return(2)####4.0##%####1.1##%####0.3##% Expected volatility(3)####28.6##%####27.1##%####25.1##% Expected dividend yield(4)####0.8##%####0.7##%####0.6##% Fair value per option granted##$####57.31##$####43.16##$####39.51


V Options

(1)Based on Visa’s historical exercise experience.


V Options

(2)Based on the zero-coupon U.S. Treasury constant maturity yield curve, continuously compounded over the expected term of the awards.


V Options

(3)Based on the Company’s implied and historical volatilities.


V Options

(4)Based on the Company’s annual dividend rate on the date of grant.


V Options

VISA INC.


V September 30, 2023

The following table summarizes the Company’s option activity: ##Options####Weighted- Average Exercise Price Per Share##Weighted- Average Remaining Contractual Term (in years)####Aggregate Intrinsic Value(1) (in millions) Outstanding as of September 30, 2022##6,168,624##$##145.92###### Granted##798,017##$##211.09###### Forfeited##(32,358)##$##205.35###### Expired##(2,716)##$##191.77###### Exercised##(1,006,212)##$##98.54###### Outstanding as of September 30, 2023##5,925,355##$##162.40##5.96##$##401 Options exercisable as of September 30, 2023##4,241,861##$##144.75##5.01##$##362 Options exercisable and expected to vest as of September 30, 2023(2)##5,884,022##$##162.07##5.94##$##400


V September 30, 2023

(1)Calculated using the closing stock price on the last trading day of fiscal 2023 of $230.01, less the option exercise price, multiplied by the number of instruments.


V September 30, 2023

(2)Applied a forfeiture rate to unvested options outstanding as of September 30, 2023 to estimate the options expected to vest in the future.


V September 30, 2023

During fiscal 2023, 2022 and 2021, the total intrinsic value of options exercised was $134 million, $56 million and $124 million, respectively, and the tax benefit realized was $28 million, $11 million and $23 million, respectively. As of September 30, 2023, there was $25 million of total unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of approximately 0.38 year.


V Restricted Stock Units

RSUs issued under the EIP primarily vest ratably over three years from the date of grant, subject to earlier vesting in full under certain conditions. Upon vesting, RSUs can be settled in class A common stock on a one-for-one basis or in cash, or a combination thereof, at the Company’s option. The Company does not currently intend to settle any RSUs in cash. During the vesting period, RSU award recipients are eligible to receive dividend equivalents, but do not participate in the voting rights granted to the holders of the underlying class A common stock.


V Restricted Stock Units

The fair value and compensation cost before estimated forfeitures is calculated using the closing price of class A common stock on the date of grant. During fiscal 2023, 2022 and 2021, the weighted-average grant date fair value of RSUs granted was $212.94, $204.73 and $209.00, respectively. During fiscal 2023, 2022 and 2021, the total grant date fair value of RSUs vested was $486 million, $380 million and $331 million, respectively.


V Restricted Stock Units

The following table summarizes the Company’s RSU activity: ##Units####Weighted- Average Grant Date Fair Value##Weighted- Average Remaining Contractual Term (in years)####Aggregate Intrinsic Value(1) (in millions) Outstanding as of September 30, 2022##5,794,320##$##203.23###### Granted##3,373,137##$##212.94###### Vested##(2,428,334)##$##200.33###### Forfeited##(321,726)##$##207.97###### Outstanding as of September 30, 2023##6,417,397##$##209.19##0.96##$##1,476


V Restricted Stock Units

(1)Calculated by multiplying the closing stock price on the last trading day of fiscal 2023 of $230.01 by the number of instruments.


V Restricted Stock Units

As of September 30, 2023, there was $745 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.96 year.


V Restricted Stock Units

VISA INC.


V Performance-based Shares

For the Company’s performance-based shares, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of both performance and market conditions. The performance condition is based on the Company’s earnings per share target. The market condition is based on the Company’s total shareholder return ranked against that of other companies that are included in the Standard & Poor’s 500 Index.


V Performance-based Shares

The fair value of each performance-based shares incorporating the market condition was estimated on the date of grant using a Monte Carlo simulation model with the following weighted-average assumptions: ##########For the Years Ended September 30,######## ####2023######2022######2021## Expected term (in years)####2.15######2.05######2.00## Risk-free rate of return(1)####4.4##%####0.5##%####0.2##% Expected volatility(2)####28.9##%####28.3##%####27.2##% Expected dividend yield(3)####0.8##%####0.8##%####0.6##% Fair value per performance-based share granted##$####221.32##$####186.50##$####229.81


V Performance-based Shares

(1)Based on the zero-coupon U.S. treasury constant maturity yield curve, continuously compounded over the expected term of the awards.


V Performance-based Shares

(2)Based on the Company’s implied and historical volatilities.


V Performance-based Shares

(3)Based on the Company’s annual dividend rate on the date of grant.


V Performance-based Shares

Performance-based shares vest over three years and are subject to earlier vesting in full under certain conditions. During fiscal 2023, 2022 and 2021, the total grant date fair value of performance-based shares vested and earned was $44 million, $49 million and $47 million, respectively. Compensation cost for performance-based shares is initially estimated based on target performance. It is recorded net of estimated forfeitures and adjusted as appropriate throughout the performance period.


V Performance-based Shares

The following table summarizes the maximum number of performance-based shares which could be earned and related activity: ##Shares####Weighted- Average Grant Date Fair Value##Weighted- Average Remaining Contractual Term (in years)####Aggregate Intrinsic Value(1) (in millions) Outstanding as of September 30, 2022##834,196##$##199.92###### Granted(2)##551,818##$##221.32###### Vested and earned##(219,523)##$##201.70###### Unearned##(167,989)##$##194.42###### Outstanding as of September 30, 2023##998,502##$##212.28##1.00##$##230


V Performance-based Shares


V Performance-based Shares

(2)Represents the maximum number of performance-based shares which could be earned.


V Performance-based Shares

As of September 30, 2023, there was $81 million of total unrecognized compensation cost related to unvested performance-based shares, which is expected to be recognized over a weighted-average period of approximately one year.


V Performance-based Shares

VISA INC.


V Note 18—Commitments

The Company has software licenses throughout the world with varying expiration dates. As of September 30, 2023, future minimum payments on software licenses were as follows: ################For the Years Ending September 30,############ ####2024####2025####2026####2027####2028####Thereafter####Total ################(in millions)############ Software licenses##$##85##$##33##$##5##$##—##$##—##$##—##$##123


V Note 19—Income Taxes

The Company’s income before income taxes by fiscal year consisted of the following: ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### U.S.##$##13,339##$##11,051##$##11,002 Non-U.S.####7,698####7,085####5,061 Total income before income taxes##$##21,037##$##18,136##$##16,063


V Note 19—Income Taxes

For fiscal 2023, 2022 and 2021, U.S. income before income taxes included $4.2 billion, $3.6 billion, and $3.1 billion, respectively, of the Company’s U.S. entities’ income from operations outside of the U.S.


V Note 19—Income Taxes

Income tax provision by fiscal year consisted of the following: ########For the Years Ended September 30,#### ####2023####2022####2021 ########(in millions)#### Current:############ U.S. federal##$##2,630##$##2,166##$##1,943 State and local####293####104####69 Non-U.S.####1,324####1,245####869 Total current taxes####4,247####3,515####2,881 Deferred:############ U.S. federal####(339)####(231)####(57) State and local####(1)####(77)####(28) Non-U.S.####(143)####(28)####956 Total deferred taxes####(483)####(336)####871 Total income tax provision##$##3,764##$##3,179##$##3,752


V Note 19—Income Taxes

VISA INC.


V September 30, 2023

The following table presents the components of deferred tax assets and liabilities: ######September 30,#### ####2023######2022 ######(in millions)#### Deferred Tax Assets:########## Accrued compensation and benefits##$##212####$##172 Accrued litigation obligation####365######331 Client incentives####630######442 Net operating loss carryforwards####232######117 Comprehensive loss####72######21 Federal benefit of state taxes####125######133 Other####66######71 Valuation allowance####(149)######(120) Deferred tax assets####1,553######1,167 Deferred Tax Liabilities:########## Property, equipment and technology, net####(350)######(450) Intangible assets####(6,063)######(5,788) Unrealized gains on equity securities####(103)######(124) Foreign taxes####(25)######(50) Deferred tax liabilities####(6,541)######(6,412) Net deferred tax liabilities##$##(4,988)####$##(5,245)


V September 30, 2023

As of September 30, 2023 and 2022, net deferred tax assets of $126 million and $87 million, respectively, were reflected in other assets on the consolidated balance sheets.


V September 30, 2023

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. The fiscal 2023 and 2022 valuation allowances relate primarily to foreign net operating losses from subsidiaries acquired in recent years.


V September 30, 2023

As of September 30, 2023, the Company had $1.0 billion of foreign net operating loss carryforwards, which may be carried forward indefinitely.


V September 30, 2023

VISA INC.


V September 30, 2023

The following table presents a reconciliation of the income tax provision to the amount of income tax determined by applying the U.S. federal statutory income tax rate to income before income taxes: ################For the Years Ended September 30,############## ######2023##########2022##########2021#### ################(in millions, except percentages)############## U.S. federal income tax at statutory rate##$##4,418####21##%##$##3,809####21##%##$##3,373####21##% State income taxes, net of federal benefit####245####1##%####216####1##%####222####1##% Non-U.S. tax effect, net of federal benefit####(758)####(3##%)####(588)####(3##%)####(505)####(3##%) Remeasurement of deferred tax balances####—####—##%####—####—##%####1,007####6##% Reassessment of an uncertain tax position####(142)####(1##%)####—####—##%####—####—##% Conclusion of audits####—####—##%####—####—##%####(255)####(2##%) State tax apportionment position####—####—##%####(176)####(1##%)####—####—##% Other, net####1####—##%####(82)####—##%####(90)####—##% Income tax provision##$##3,764####18##%##$##3,179####18##%##$##3,752####23##%


V September 30, 2023

In fiscal 2023 and fiscal 2022, the effective income tax rates were 18% including the following: •during fiscal 2023, a $142 million tax benefit related to prior years due to the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination; and •during fiscal 2022, a $176 million tax benefit related to prior years due to a decrease in the state apportionment ratio as a result of a tax position taken related to a ruling.


V September 30, 2023

In fiscal 2022 and fiscal 2021, the effective income tax rates were 18% and 23%, respectively. The effective income tax rate in fiscal 2022 differs from the effective income tax rate in fiscal 2021 primarily due to the following: •during fiscal 2022, a $176 million tax benefit related to prior years due to a decrease in the state apportionment ratio as a result of a tax position taken related to a ruling; •during fiscal 2021, a $1.0 billion non-recurring, non-cash tax expense related to the remeasurement of UK deferred tax liabilities as a result of the increase in UK tax rate from 19% to 25%, effective April 1, 2023; and •during fiscal 2021, $255 million of tax benefits recognized as a result of the conclusion of audits by taxing authorities.


V September 30, 2023

As of September 30, 2023 and 2022, current income taxes receivable of $206 million and $190 million, respectively, were included in prepaid expenses and other current assets; non-current income taxes receivable of $961 million and $1.0 billion, respectively, were included in other assets; income taxes payable of $1.5 billion and $365 million, respectively, were included in accrued liabilities; and accrued income taxes of $1.9 billion and $2.3 billion, respectively, were included in other liabilities on the consolidated balance sheets.


V September 30, 2023

The Company’s operating hub in the Asia Pacific region is located in Singapore. It was subject to a tax incentive, effective October 1, 2008 through September 30, 2023, conditional upon meeting certain business operations and employment thresholds in Singapore. In fiscal 2023, 2022 and 2021, the tax incentive decreased Singapore tax by $468 million, $362 million and $273 million, and the gross benefit of the tax incentive on diluted earnings per share was $0.22, $0.17 and $0.12, respectively.


V September 30, 2023

The Company is required to inventory, evaluate and measure all uncertain tax positions taken or to be taken on tax returns, and to record liabilities for the amount of such positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities.


V September 30, 2023

As of September 30, 2023, 2022 and 2021, the Company’s total gross unrecognized tax benefits were $3.5 billion, $2.7 billion and $2.5 billion, respectively, exclusive of interest and penalties described below. Included in the $3.5 billion, $2.7 billion and $2.5 billion are $1.6 billion, $1.3 billion and $1.3 billion of unrecognized tax benefits, respectively, that if recognized, would reduce the effective tax rate in a future period.


V September 30, 2023

The following table presents a reconciliation of beginning and ending unrecognized tax benefits by fiscal year: ####2023####2022####2021 ########(in millions)#### Balance as of beginning of period##$##2,683##$##2,488##$##2,579 Increase in unrecognized tax benefits related to prior years####515####10####34 Decrease in unrecognized tax benefits related to prior years####(190)####(143)####(386) Increase in unrecognized tax benefits related to current year####510####350####326 Decrease related to settlements with taxing authorities####(17)####(19)####(63) Reduction related to lapsing statute of limitations####(4)####(3)####(2) Balance as of end of period##$##3,497##$##2,683##$##2,488


V September 30, 2023

The increases in unrecognized tax benefits include refund claims filed during the year, an increase in gross timing differences, and various tax positions across several jurisdictions. The decrease in unrecognized tax benefits primarily includes the reassessment of an uncertain tax position as a result of new information obtained during an ongoing tax examination, as mentioned above.


V September 30, 2023

In fiscal 2023, 2022 and 2021, the Company recognized $34 million, $15 million and $1 million of net interest expense, respectively, related to uncertain tax positions. In fiscal 2023 and 2021, the Company accrued no significant penalties and in fiscal 2022, the Company reversed accrued penalties of $31 million related to uncertain tax positions. As of September 30, 2023 and 2022, the Company had accrued interest of $271 million and $238 million, respectively, and no significant accrued penalties related to uncertain tax positions.


V September 30, 2023

The Company’s U.S. federal income tax returns for fiscal 2016 through 2018 are currently under examination. For fiscal 2008 through 2015, one unresolved issue related to an income tax deduction remains. During fiscal 2022, the Company completed the administrative appeals process for this issue without reaching a settlement with the Internal Revenue Service. The Company is evaluating its next steps. Except for the unresolved issue, the federal statute of limitations has expired for fiscal years prior to 2016.


V September 30, 2023

The Company’s California income tax returns for fiscal 2012 through 2015 are currently under examination and refund claims filed for fiscal 2006 through 2011 are currently under administrative appeal. Except for the refund claims, the California statute of limitations has expired for fiscal years prior to 2012.


V September 30, 2023

The India tax authorities completed the assessment of the Company’s income tax returns for the taxable years falling within the period from fiscal 2010 to 2021 and made certain adjustments. The Company objected to these adjustments and filed appeals to the appellate authorities.


V September 30, 2023

The Company is also subject to examinations by various state and foreign tax authorities. All material state and foreign tax matters have been concluded for years through fiscal 2007. The timing and outcome of the final resolutions of the federal, state and foreign tax examinations and refund claims are uncertain. However, it is reasonably possible that the Company’s net unrecognized tax benefits could decrease by approximately $400 million in the next 12 months.


V Note 20—Legal Matters

The Company is party to various legal and regulatory proceedings. Some of these proceedings involve complex claims that are subject to substantial uncertainties and unascertainable damages. For those proceedings where a loss is determined to be only reasonably possible or probable but not estimable, the Company has disclosed the nature of the claim. Additionally, unless otherwise disclosed below with respect to these proceedings, the Company cannot provide an estimate of the possible loss or range of loss. Although the Company believes that it has strong defenses for the litigation and regulatory proceedings described below, it could, in the future, incur judgments or fines or enter into settlements of claims that could have a material adverse effect on the Company’s financial position, results of operations or cash flows. From time to time, the Company may engage in settlement discussions or mediations with respect to one or more of its outstanding litigation matters, either on its own behalf or collectively with other parties.


V Note 20—Legal Matters

The litigation accrual is an estimate and is based on management’s understanding of its litigation profile, the specifics of each case, advice of counsel to the extent appropriate and management’s best estimate of incurred loss as of the balance sheet date.


V Note 20—Legal Matters

The following table summarizes the activity related to accrued litigation: ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions)#### Balance as of beginning of period##$##1,456####$##983 Provision for uncovered legal matters####21######6 Provision for covered legal matters####1,024######885 Payments for legal matters####(750)######(418) Balance as of end of period##$##1,751####$##1,456


V Accrual Summary—U.S. Covered Litigation

Visa Inc., Visa U.S.A. and Visa International are parties to certain legal proceedings that are covered by the U.S. retrospective responsibility plan, which the Company refers to as the U.S. covered litigation. An accrual for the U.S. covered litigation and a charge to the litigation provision are recorded when a loss is deemed to be probable and reasonably estimable. In making this determination, the Company evaluates available information, including but not limited to actions taken by the Company’s litigation committee. The total accrual related to the U.S. covered litigation could be either higher or lower than the escrow account balance. See further discussion below under U.S. Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans.


The following table summarizes the accrual activity related to U.S. covered litigation: ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions)#### Balance as of beginning of period##$##1,441####$##881 Provision for interchange multidistrict litigation####906######861 Payments for U.S. covered litigation####(726)######(301) Balance as of end of period##$##1,621####$##1,441


During fiscal 2023, the Company recorded additional accruals of $906 million and deposited $1.0 billion into the U.S. litigation escrow account to address claims of certain merchants who opted out of the Amended Settlement Agreement (as described herein). The accrual balance is consistent with the Company’s best estimate of its share of a probable and reasonably estimable loss with respect to the U.S. covered litigation. While this estimate is consistent with the Company’s view of the current status of the litigation, the probable and reasonably estimable loss or range of such loss could materially vary based on developments in the litigation. The Company will continue


VISA INC.


V September 30, 2023

to consider and reevaluate this estimate in light of the substantial uncertainties with respect to the litigation. The Company is unable to estimate a potential loss or range of loss, if any, at trial if negotiated resolutions cannot be reached.


V Accrual Summary—VE Territory Covered Litigation

Visa Inc., Visa International and Visa Europe are parties to certain legal proceedings that are covered by the Europe retrospective responsibility plan. Unlike the U.S. retrospective responsibility plan, the Europe retrospective responsibility plan does not have an escrow account that is used to fund settlements or judgments. The Company is entitled to recover VE territory covered losses through periodic adjustments to the conversion rates applicable to the series B and C preferred stock. An accrual for the VE territory covered losses and a reduction to stockholders’ equity will be recorded when the loss is deemed to be probable and reasonably estimable. See further discussion below under VE Territory Covered Litigation and Note 5—U.S. and Europe Retrospective Responsibility Plans.


The following table summarizes the accrual activity related to VE territory covered litigation: ######For the Years Ended  September 30,#### ####2023######2022 ######(in millions)#### Balance as of beginning of period##$##11####$##102 Provision for VE territory covered litigation####118######24 Payments for VE territory covered litigation####(19)######(115) Balance as of end of period##$##110####$##11


V Interchange Multidistrict Litigation (MDL) – Class Actions

Beginning in May 2005, a series of complaints (the majority of which were styled as class actions) were filed in U.S. federal district courts by merchants against Visa U.S.A., Visa International and/or Mastercard, and in some cases, certain U.S. financial institutions. The Judicial Panel on Multidistrict Litigation issued an order transferring the cases to the U.S. District Court for the Eastern District of New York (Court) for coordination of pre-trial proceedings in MDL 1720. A group of purported class plaintiffs subsequently filed amended and supplemental class complaints. The individual and class complaints generally challenged, among other things, Visa’s and Mastercard’s purported setting of interchange reimbursement fees, their “no surcharge” and honor-all-cards rules, alleged tying and bundling of transaction fees, and Visa’s reorganization and IPO, under the federal antitrust laws and, in some cases, certain state unfair competition laws. The complaints sought money damages, declaratory and injunctive relief, attorneys’ fees and, in one instance, an order that the IPO be unwound.


Visa Inc., Visa U.S.A., Visa International, Mastercard Incorporated, Mastercard International Incorporated, various U.S. financial institution defendants, and the class plaintiffs signed a settlement agreement (2012 Settlement Agreement) to resolve the class plaintiffs’ claims. Pursuant to the 2012 Settlement Agreement, the Company deposited approximately $4.0 billion from the U.S. litigation escrow account and approximately $500 million attributable to interchange reductions for an eight-month period into court-authorized settlement accounts. Visa subsequently received from the Court and deposited into the Company’s U.S. litigation escrow account “takedown payments” of approximately $1.1 billion.


On June 30, 2016, the U.S. Court of Appeals for the Second Circuit vacated the lower court’s certification of the merchant class, reversed the approval of the settlement, and remanded the case to the lower court for further proceedings.


V September 30, 2023

On remand, the district court entered an order appointing interim counsel for two putative classes of plaintiffs, a “Damages Class” and an “Injunctive Relief Class.” The plaintiffs purporting to act on behalf of the putative Damages Class subsequently filed a Third Consolidated Amended Class Action Complaint, seeking money damages and attorneys’ fees, among other relief. A new group of purported class plaintiffs, acting on behalf of the putative Injunctive Relief Class, filed a class action complaint against Visa, Mastercard, and certain bank defendants seeking, among other things, an injunction against the setting of default interchange rates; against certain Visa operating rules relating to merchants, including the honor-all-cards rule; and against various transaction fees, including the fixed acquirer network fee, as well as attorneys’ fees.


V September 30, 2023

On September 17, 2018, Visa, Mastercard, and certain U.S. financial institutions reached an agreement with plaintiffs purporting to act on behalf of the putative Damages Class to resolve all Damages Class claims (Amended Settlement Agreement). The Amended Settlement Agreement supersedes the 2012 Settlement Agreement and includes, among other terms, a release from participating class members for liability arising out of conduct alleged by the Damages Class in the litigation, including claims that accrue no later than five years after the Amended Settlement Agreement becomes final. Participating class members will not release injunctive relief claims as a named representative or non-representative class member in the putative Injunctive Relief Class. The Amended Settlement Agreement also required an additional settlement payment from all defendants totaling $900 million, with the Company’s share of $600 million paid from the Company’s litigation escrow account established pursuant to the Company’s retrospective responsibility plan. See Note 5—U.S. and Europe Retrospective Responsibility Plans. The additional settlement payment was added to the approximately $5.3 billion previously deposited into settlement accounts by the defendants pursuant to the 2012 Settlement Agreement.


V September 30, 2023

Certain merchants in the proposed settlement class objected to the settlement and/or submitted requests to opt out of the settlement class. On December 13, 2019, the district court granted final approval of the Amended Settlement Agreement, which was subsequently appealed. Based on the percentage of class members (by payment volume) that opted out of the class, $700 million was returned to defendants. Visa’s portion of the takedown payment, approximately $467 million, was deposited into the U.S. litigation escrow account. On March 15, 2023, the U.S. Court of Appeals for the Second Circuit affirmed the final approval of the Amended Settlement Agreement by the district court. On August 3, 2023, the district court entered an order appointing a special master to resolve matters arising out of or relating to the Amended Settlement Agreement’s plan of administration.


V September 30, 2023

On May 29, 2020, a complaint was filed by Old Jericho Enterprise, Inc. against Visa and Mastercard on behalf of a purported class of gasoline retailers operating in 24 states and the District of Columbia. On April 28, 2021, a complaint was filed by Hayley Lanning and others, and on June 16, 2021, a complaint was filed by Camp Grounds Coffee and others, each against Visa and Mastercard on behalf of a purported class of merchants located in 25 states and the District of Columbia who have taken payment using the Square card acceptance service. Each of these complaints alleges violations of the antitrust laws of those jurisdictions and seeks recovery for plaintiffs as indirect purchasers. To the extent these plaintiffs’ claims are not released by the Amended Settlement Agreement, Visa believes they are covered by the U.S. Retrospective Responsibility Plan.


V September 30, 2023

On June 1, 2020, Visa, jointly with other defendants, served a motion for summary judgment regarding the claims in the Injunctive Relief Class complaint. The putative Injunctive Relief Class plaintiffs served a motion for partial summary judgment. On September 27, 2021, the district court certified without opt out rights an Injunctive Relief Class consisting of all merchants that accept Visa or Mastercard credit or debit cards in the United States at any time between December 18, 2020 and entry of final judgment.


V Interchange Multidistrict Litigation (MDL) – Individual Merchant Actions

Since May 2013, more than 50 cases have been filed in or removed to various federal district courts by hundreds of merchants generally pursuing damages claims on allegations similar to those raised in MDL 1720. The cases name as defendants Visa Inc., Visa U.S.A., Visa International, Mastercard Incorporated and Mastercard International Incorporated, although some also include certain U.S. financial institutions as defendants. A number of the cases include allegations that Visa has monopolized, attempted to monopolize, and/or conspired to monopolize debit card-related market segments. Some of the cases seek an injunction against the setting of default interchange rates; certain Visa operating rules relating to merchants, including the honor-all-cards rule; and various transaction fees, including the fixed acquirer network fee. In addition, some cases assert that Visa, Mastercard and/or their member banks conspired to prevent the adoption of chip-and-PIN authentication in the U.S. or otherwise circumvent competition in the debit market. Certain individual merchants have filed amended complaints to, among other things, add claims for injunctive relief and update claims for damages.


V September 30, 2023

In addition to the cases filed by individual merchants, Visa, Mastercard, and/or certain U.S. financial institution defendants in MDL 1720 filed complaints against certain merchants in the Eastern District of New York seeking, in part, a declaration that Visa’s conduct did not violate federal or state antitrust laws.


V September 30, 2023

The individual merchant actions described in this section have been either assigned to the judge presiding over MDL 1720, have been transferred, or are being considered for transfer by the Judicial Panel on Multidistrict Litigation for inclusion in MDL 1720. These individual merchant actions are U.S. covered litigation for purposes of the U.S. retrospective responsibility plan. See Note 5—U.S. and Europe Retrospective Responsibility Plans.


V September 30, 2023

Visa has reached settlements with a number of merchants representing approximately 72% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.


V September 30, 2023

On June 1, 2020 and July 14, 2023, Visa, jointly with other defendants, served motions for summary judgment regarding the claims in certain of the individual merchant actions, as well as certain declaratory judgment claims brought by Visa, Mastercard, and some U.S. financial institutions. Plaintiffs in certain of the individual merchant actions served motions for partial summary judgment. On October 9, 2022, defendants’ motion for summary judgment regarding damages for EMV-related chargebacks was denied.


V September 30, 2023

The Company believes it has substantial defenses to the claims asserted in the putative class actions and individual merchant actions, but the final outcome of individual legal claims is inherently unpredictable. The Company could incur judgments, enter into settlements or revise its expectations regarding the outcome of merchants’ claims, and such developments could have a material adverse effect on the Company’s financial results in the period in which the effect becomes probable and reasonably estimable. While the U.S. retrospective responsibility plan is designed to address monetary liability in these matters, see Note 5—U.S. and Europe Retrospective Responsibility Plans, judgments or settlements that require the Company to change its business practices, rules, or contractual commitments could adversely affect the Company’s financial results.


V Consumer Interchange Litigation

On December 30, 2022, a putative class action was filed in California state court against Visa, Mastercard, and certain financial institutions on behalf of all Visa and Mastercard cardholders in California who made a purchase using a Visa-branded or Mastercard-branded payment card in California from January 1, 2004. Plaintiffs primarily allege a conspiracy to fix interchange fees and seek injunctive relief, attorneys’ fees and damages as direct and indirect purchasers based on alleged violations of California law. On January 11, 2023, plaintiffs filed an amended complaint asserting the same claims as asserted in the prior complaint. On January 30, 2023, Visa removed the action to federal court, and the Judicial Panel on Multidistrict Litigation subsequently issued an order transferring the case to MDL 1720. On June 15, 2023, plaintiffs’ motion to remand the case to California state court was denied, and plaintiffs appealed. On July 28, 2023, defendants filed a motion to dismiss that appeal, which was granted on November 14, 2023.


V Europe Merchant Litigation

Since July 2013, proceedings have been commenced by more than 1,150 Merchants (the capitalized term “Merchant”, when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc. and other Visa subsidiaries in the UK and other countries, primarily relating to interchange rates in Europe and, in some cases, relating to fees charged by Visa and certain Visa rules. They seek damages for alleged anti-competitive conduct in relation to one or more of the following types of interchange fees for credit and debit card transactions: UK domestic, Irish domestic, other European domestic, intra-European Economic Area and/or other inter-regional. As of the filing date, Visa has settled the claims asserted by over 175 Merchants, and there are approximately 900 Merchants with outstanding claims. In addition, over 30 Merchants have threatened to commence similar proceedings. Standstill agreements have been entered into with respect to some of those threatened Merchant claims, several of which have been settled. While the amount of interchange being challenged could be substantial, these claims have not yet been filed and their full scope is not yet known. The Company has learned that several additional European entities have indicated they may also bring similar claims, and the Company anticipates additional claims in the future.


V Europe Merchant Litigation

VISA INC.


V September 30, 2023

A trial took place from November 2016 to March 2017, relating to claims asserted by one Merchant. In judgments published in November 2017 and February 2018, the court found as to that Merchant that Visa’s UK domestic interchange did not restrict competition, but that if it had been found to restrict competition, it would not be exemptible under applicable law. On July 4, 2018, the Court of Appeal overturned the lower court’s rulings, finding that Visa’s UK domestic interchange restricted competition and the question of whether Visa’s UK domestic interchange was exempt from the finding of restriction under applicable law had been incorrectly decided. Following an appeal to the Supreme Court of the United Kingdom, on June 17, 2020, the Supreme Court found that Visa’s UK domestic interchange restricted competition under applicable competition law. On September 30, 2021, Visa reached a confidential settlement agreement resolving one Merchant’s claims.


V September 30, 2023

On November 26, 2021, with respect to certain pending Merchant claims, the UK Competition Appeal Tribunal (CAT) found that UK and certain other domestic and intra-European Economic Area consumer interchange fees before the introduction of the Interchange Fee Regulation (IFR) were a restriction of competition, but that the question of whether those fees, along with inter-European Economic Area fees, are a restriction of competition after the introduction of the IFR would need to be resolved at trial. Whether any interchange fees are exempt from the finding of restriction under applicable law and the assessment of damages, if any, will also need to be considered at trial. On October 4, 2022, the UK Court of Appeal affirmed the CAT’s ruling.


V September 30, 2023

On June 1, 2022, two class action claims were filed against Visa with the CAT on behalf of UK businesses that accepted Visa-branded payment cards at any time since June 1, 2016, alleging that UK domestic, intra-European Economic Area, and inter-regional interchange fees on commercial credit cards, and inter-regional interchange fees on consumer cards, are anti-competitive. The Europe retrospective responsibility plan covers liabilities and losses relating to the covered period, which generally refers to the period before the closing of the Visa Europe acquisition. On June 8, 2023, the UK Competition Appeal Tribunal denied class certification in the two class action claims.


V September 30, 2023

The full scope of potential damages is not yet known because not all Merchant claims have been served and Visa has substantial defenses. However, the claims that have been issued, served and/or preserved, seek several billion dollars in damages.


V Other Litigation

On November 14, 2021, a motion to certify a class action was filed against Visa and Mastercard in the Israel Central District Court. The motion asserts that interchange fees on cross-border transactions in Israel and the Honor All Cards rule are anti-competitive and seeks damages and injunctive relief.


V U.S. ATM Access Fee Litigation

National ATM Council Class Action. In October 2011, the National ATM Council and thirteen non-bank ATM operators filed a purported class action lawsuit against Visa (Visa Inc., Visa International, Visa U.S.A. and Plus System, Inc.) and Mastercard in the U.S. District Court for the District of Columbia. The complaint challenges Visa’s rule (and a similar Mastercard rule) that if an ATM operator chooses to charge consumers an access fee for a Visa or Plus transaction, that fee cannot be greater than the access fee charged for transactions on other networks. Plaintiffs claim that the rule violates Section 1 of the Sherman Act and seek treble damages, injunctive relief, and attorneys’ fees. On August 4, 2021, the district court granted plaintiffs’ motion for class certification. On July 25, 2023, the U.S. Court of Appeals for the District of Columbia affirmed the district court’s class certification decision, and on September 27, 2023, defendants’ petition for rehearing en banc was denied.


V U.S. ATM Access Fee Litigation

VISA INC.


V September 30, 2023

Consumer Class Actions. In October 2011, a purported consumer class action was filed against Visa and Mastercard in the same federal court challenging the same ATM access fee rules. Two other purported consumer class actions challenging the rules, later combined, were also filed in October 2011 in the same federal court naming Visa, Mastercard and three financial institutions as defendants. Plaintiffs seek treble damages, restitution, injunctive relief, and attorneys’ fees where available under federal and state law, including under Section 1 of the Sherman Act and consumer protection statutes. On August 4, 2021, the district court granted plaintiffs’ motion for class certification in each case. On August 8, 2022, in the case in which the three financial institutions were named, the district court granted plaintiffs’ motion for final approval of a class action settlement with those institutions and entered final judgments of dismissal as to those institutions. On July 25, 2023, the U.S. Court of Appeals for the District of Columbia affirmed the district court’s class certification decision, and on September 27, 2023, defendants’ petition for rehearing en banc was denied.


V U.S. Department of Justice Civil Investigative Demand (2012)

On March 13, 2012, the Antitrust Division of the United States Department of Justice (Division) issued a Civil Investigative Demand (CID), to Visa Inc. seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C. §§ 1, 2. The CID focused on PIN-Authenticated Visa Debit and Visa’s competitive responses to the Dodd-Frank Act, including Visa’s fixed acquirer network fee. Visa has cooperated with the Division in connection with the CID.


V Pulse Network

On November 25, 2014, Pulse Network LLC filed suit against Visa Inc. in federal district court in Texas, alleging that Visa has, among other things, monopolized and attempted to monopolize debit card network services markets. On August 29, 2022, Pulse filed an amended complaint, which makes similar allegations and seeks unspecified treble damages, attorneys’ fees and injunctive relief, including to enjoin the fixed acquirer network fee structure, and Visa’s agreements relating to debit with issuers, acquirers and merchants.


V EMV Chip Liability Shift

Following their initial complaint filed on March 8, 2016, B&R Supermarket, Inc., d/b/a Milam’s Market, and Grove Liquors LLC filed an amended class action complaint on July 15, 2016, against Visa Inc., Visa U.S.A., Mastercard, Discover, American Express, EMVCo and certain financial institutions in the U.S. District Court for the Northern District of California. The amended complaint asserts that defendants, through EMVCo, conspired to shift liability for fraudulent, faulty, or otherwise rejected payment card transactions from defendants to the purported class of merchants, defined as those merchants throughout the U.S. who have been subjected to the “Liability Shift” since October 2015. Plaintiffs claim that the “Liability Shift” violates Sections 1 and 3 of the Sherman Act and certain state laws, and seek treble damages, injunctive relief and attorneys’ fees.


V EMV Chip Liability Shift

EMVCo and the financial institution defendants were dismissed, and the matter was subsequently transferred to the U.S. District Court for the Eastern District of New York, which has clarified that this case is not part of MDL 1720. On August 28, 2020, the district court granted plaintiffs’ motion for class certification. On November 30, 2022, Visa, jointly with other defendants, served a motion for summary judgment regarding the claims in the amended complaint and a motion to decertify the class.


V Federal Trade Commission Civil Investigative Demand

On November 4, 2019, the Bureau of Competition of the United States Federal Trade Commission (Bureau) requested that Visa provide, on a voluntary basis, documents and information relating to an investigation as to whether Visa’s actions inhibited merchant choice in the selection of debit payments networks in potential violation of the Durbin Amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act. On June 9, 2020, the Federal Trade Commission (FTC) issued a CID to Visa requesting additional documents and information. Visa has cooperated with the FTC in connection with the CID.


V Euronet Litigation

On December 13, 2019, Euronet 360 Finance Limited, Euronet Polska Spolka z.o.o. and Euronet Services spol. s.r.o. (Euronet) served a claim in the UK alleging that certain rules affecting ATM access fees in Poland, the Czech Republic and Greece by Visa Inc. and Mastercard Incorporated, and certain of their subsidiaries, breach


V Euronet Litigation

VISA INC.


V September 30, 2023

various competition laws. Euronet sought damages, costs, and injunctive relief to prevent the defendants from enforcing these rules. Visa reached a settlement with Euronet, and the claim against Visa has been dismissed.


V European Commission Staged Digital Wallets Investigation

On June 26, 2020, the European Commission (EC) informed Visa that it opened a preliminary investigation into Visa’s rules regarding staged digital wallets. On February 16, 2023, the EC notified Visa that the investigation has been closed.


V German ATM Litigation

Beginning in December 2021, Visa was served with claims in Germany brought by German banks against Visa Europe and Visa Inc. The banks claim that Visa’s ATM rules prohibiting the charging of access fees on domestic cash withdrawals are anti-competitive, and the majority seek damages. Visa has filed challenges to the jurisdiction of the German courts to hear these claims, one of which was denied and one of which was granted as to Visa Europe.


V U.S. Department of Justice Civil Investigative Demand (2021)

On March 26, 2021, June 11, 2021, January 4, 2023, and May 2, 2023, the Antitrust Division of the U.S. Department of Justice (the Division) issued CIDs to Visa, seeking documents and information regarding a potential violation of Section 1 or 2 of the Sherman Act, 15 U.S.C. §§ 1, 2. The CIDs focus on U.S. debit and competition with other payment methods and networks. Visa is cooperating with the Division in connection with the investigation.


V Foreign Currency Exchange Rate Litigation

Following an initial class action complaint filed on July 9, 2021, an amended class action complaint was filed on December 6, 2021 against Visa in the U.S. District Court for the Northern District of California by several individuals on behalf of a purported nationwide class, and/or purported California, Washington, Massachusetts or New Jersey subclasses, of cardholders who conducted a transaction in a foreign currency. The amended complaint asserted claims for unjust enrichment and restitution as well as violations of the California Unfair Competition Law, the Washington Consumer Protection Act, the Massachusetts Consumer Protection Act, and the New Jersey Consumer Fraud Act. On December 21, 2022, plaintiffs filed a third amended complaint asserting the same claims. On August 30, 2023, the court granted Visa’s motion to dismiss with prejudice and directed the clerk to close the case.


V European Commission Client Incentive Agreements Investigation

On December 2, 2022, the EC informed Visa that it had opened a preliminary investigation into Visa’s incentive agreements with clients. Visa is cooperating with the EC in connection with the investigation.


Changes in and Disagreements with Accountants on Accounting and Financial Disclosures


Not applicable.


V 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 (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, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.


V Management’s Report on Internal Control over Financial Reporting

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


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 and instances of fraud. 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. 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.


V 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 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


V Other Information

(b) Trading Plans.


V Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.


V Directors, Executive Officers and Corporate Governance

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.


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.


V Executive Compensation

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


V Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


V Executive Compensation


V Certain Relationships and Related Transactions, and Director Independence


V Principal Accountant Fees and Services

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


V 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 of this report.


V 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.


V Form 10-K Summary

None.


V 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##Seventh Restated Certificate of Incorporation of Visa Inc.##8-K##001-33977####3.1##1/27/2021 3.2##Amended and Restated Bylaws of Visa Inc.##8-K##001-33977####3.2##8/5/2022 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##Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa Inc.##8-K##001-33977####3.1##6/21/2016 4.5##Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc.##8-K##001-33977####3.2##6/21/2016 4.6##Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa Inc.##8-K##001-33977####3.3##6/21/2016 4.7##Indenture dated December 14, 2015 between Visa Inc. and U.S. 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 4.11##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 4.16##Form of 2.375% Senior Note due 2034##8-K##001-33977####4.3##6/1/2022 4.17##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##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##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. 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-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 †##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 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, amended and restated as of January 26, 2021##8-K##001-33977##10.22##1/27/2021 10.23*##Visa Inc. Incentive Plan, as amended and restated as of July 18, 2022##10-Q##001-33977##10.1##7/28/2022 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 January 1, 2022##10-Q##001-33977##10.8##1/28/2022 10.28+*##Visa Executive Officer Cash Severance Policy, effective as of November 6, 2023######## 10.29+*##Visa Inc. Clawback Policy, as amended and restated November 1, 2023######## 10.30*##Visa Inc. 2015 Employee Stock Purchase Plan##DEF 14A##001-33977##Appendix B##12/12/2014 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, 2015##10-Q##001-33977##10.1##1/28/2016 10.33*##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##11/18/2021 10.34*##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 10.35*##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 10.36*##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 10.37*##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 10.38*##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 10.39*##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 10.40*##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 10.41*##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 10.42*##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##11/18/2021 10.43*##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##1/28/2022 10.44*##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##1/28/2022 10.45*##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##1/28/2022 10.46*##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##1/28/2022 10.47*##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##1/28/2022 10.48*##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##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##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##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##10-Q##001-33977##10.3##4/27/2023 10.52*##Form of Amendment Notification to Stock Option and Performance Share Award Holders##10-Q##001-33977##10.4##4/27/2023 10.53*##Offer Letter and One-Time Cash Award Agreement, dated June 13, 2023, between Visa Inc. and Chris Suh##8-K##001-33977##99.2##06/20/2023 10.54*##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 10.55*##First Amendment to Amended and Restated Aircraft Time Sharing Agreement, dated January 30, 2023, between Visa and Alfred F. Kelly, Jr.##10-Q##001-33977##10.5##4/27/2023 10.56*##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.######## 23.1+##Consent of KPMG LLP, Independent Registered Public Accounting Firm######## 31.1+##Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer######## 31.2+##Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer######## 32.1+##Section 1350 Certification of Principal Executive and Financial Officer######## 101.INS+##Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH+##Inline XBRL Taxonomy Extension Schema Document 101.CAL+##Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF+##Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB+##Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE+##Inline XBRL Taxonomy Extension Presentation Linkbase Document 104+##Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


V _______________

† 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.


V _______________

* Management contract, compensatory plan or arrangement.


V _______________

+ 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.


V 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/ Ryan McInerney Name:##Ryan McInerney Title:##Chief Executive Officer Date:##November 15, 2023


V SIGNATURES

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/ Ryan McInerney##Chief Executive Officer and Director##November 15, 2023 Ryan McInerney##(Principal Executive Officer)## /s/ Chris Suh##Chief Financial Officer##November 15, 2023 Chris Suh##(Principal Financial Officer)## /s/ Peter M. Andreski##Global Corporate Controller, Chief Accounting Officer##November 15, 2023 Peter M. Andreski##(Principal Accounting Officer)## /s/ Alfred F. Kelly, Jr.##Executive Chairman##November 15, 2023 Alfred F. Kelly, Jr.#### /s/ John F. Lundgren##Lead Independent Director##November 15, 2023 John F. Lundgren#### /s/ Lloyd A. Carney##Director##November 15, 2023 Lloyd A. Carney#### /s/ Kermit R. Crawford##Director##November 15, 2023 Kermit R. Crawford#### /s/ Francisco Javier Fernández-Carbajal##Director##November 15, 2023 Francisco Javier Fernández-Carbajal#### /s/ Ramon Laguarta##Director##November 15, 2023 Ramon Laguarta#### /s/ Teri L. List##Director##November 15, 2023 Teri L. List#### /s/ Denise M. Morrison##Director##November 15, 2023 Denise M. Morrison#### /s/ Pamela Murphy##Director##November 15, 2023 Pamela Murphy#### /s/ Linda J. Rendle##Director##November 15, 2023 Linda J. Rendle#### /s/ Maynard G. Webb, Jr.##Director##November 15, 2023 Maynard G. Webb, Jr.####