VISA INC. - Annual Report: 2024 (Form 10-K)

Preferred stock, $ par value, shares issued and outstanding as of September 30, 2024 and 2023

Common stock, $ par value:

Class A common stock, and shares issued and outstanding as of September 30, 2024 and 2023, respectively

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

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

Right to recover for covered losses()()Additional paid-in capital Accumulated income Accumulated other comprehensive income (loss): Investment securities ()Defined benefit pension and other postretirement plans()()Derivative instruments()()Foreign currency translation adjustments()()Total accumulated other comprehensive income (loss)()()Total equity Total liabilities and equity$ $

See accompanying notes, which are an integral part of these consolidated financial statements.

Table of Contents

VISA

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Years Ended September 30,
	2024	2023	2022
	(in millions, except per share data)






Net revenue	$	$	$

Operating Expenses
Personnel
Marketing
Network and processing
Professional fees
Depreciation and amortization
General and administrative
Litigation provision
Total operating expenses
Operating income

Non-operating Income (Expense)
Interest expense	()	()	()
Investment income (expense) and other			()
Total non-operating income (expense)			()
Income before income taxes
Income tax provision
Net income	$	$	$

Basic Earnings Per Share
Class A common stock	$	$	$
Class B-1 common stock	$	$	$
Class B-2 common stock(1)	$	$	$
Class C common stock	$	$	$

Basic Weighted-average Shares Outstanding
Class A common stock
Class B-1 common stock
Class B-2 common stock(1)
Class C common stock

Diluted Earnings Per Share
Class A common stock	$	$	$
Class B-1 common stock	$	$	$
Class B-2 common stock(1)	$	$	$
Class C common stock	$	$	$

Diluted Weighted-average Shares Outstanding
Class A common stock
Class B-1 common stock
Class B-2 common stock(1)
Class C common stock

See accompanying notes, which are an integral part of these consolidated financial statements.

Table of Contents

VISA

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

) ) )))


	For the Years Ended September 30,
	2024		2023			2022
	(in millions)
Net income	$		$			$
Other comprehensive income (loss):
Investment securities:
Net unrealized gain (loss)						()
Income tax effect	()		()


()		$		$	()		$

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

(2)

See accompanying notes, which are an integral part of these consolidated financial statements.

Table of Contents

VISA

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)


	Preferred Stock				Common Stock and Additional Paid-in Capital		Right to Recover for Covered Losses		Accumulated Income	Accumulated Other Comprehensive Income (Loss)		Total Equity
	Shares		Amount		Shares	Amount
	(in millions, except per share data)
Balance as of September 30, 2022			$	(1)		$	$	()	$	$	()	$
Net income
Other comprehensive income (loss)

VE territory covered losses incurred							()					()
Recovery through conversion rate adjustment			()

Conversions to class A common stock		(2)	()
Share-based compensation
Stock issued under equity plans
Shares withheld for taxes related to stock issued under equity plans					()	()						()
Cash dividends declared and paid, at a quarterly amount of $ per class A common stock									()			()
Repurchases of class A common stock					()	()			()			()
Balance as of September 30, 2023			$	(1)		$	$	()	$	$	()	$

(1) million and $ billion, respectively. Refer to Note 5—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and C preferred stock.

(2).

See accompanying notes, which are an integral part of these consolidated financial statements.

Table of Contents

VISA

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)


	Preferred Stock				Common Stock and Additional Paid-in Capital			Right to Recover for Covered Losses		Accumulated Income	Accumulated Other Comprehensive Income (Loss)		Total Equity
	Shares		Amount		Shares		Amount
	(in millions, except per share data)
Balance as of September 30, 2021			$	(1)			$	$	()	$	$		$
Net income
Other comprehensive income (loss)											()		()

VE territory covered losses incurred								()					()
Recovery through conversion rate adjustment			()
Issuance of series A preferred stock		(2)	()				)
Conversions to class A common stock		(2)	()
Share-based compensation
Stock issued under equity plans
Shares withheld for taxes related to stock issued under equity plans						(2)	()						()
Cash dividends declared and paid, at a quarterly amount of $ per class A common stock										()			()
Repurchases of class A common stock					()		()			()			()
Balance as of September 30, 2022			$	(1)			$	$	()	$	$	()	$

(1) billion and $ million, respectively. Refer to Note 5—U.S. and Europe Retrospective Responsibility Plans for the book value of series B and C preferred stock.

(2).

See accompanying notes, which are an integral part of these consolidated financial statements.

Table of Contents

VISA

CONSOLIDATED STATEMENTS OF CASH FLOWS

)


	For the Years Ended September 30,
	2024	2023	2022
	(in millions)
Operating Activities
Net income	$	$	$
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Client incentives
Share-based compensation
Depreciation and amortization
Deferred income taxes	()	()	()
VE territory covered losses incurred	()	()	()
(Gains) losses on equity investments, net
Other			()
Change in operating assets and liabilities:
Settlement receivable	()	()	()
Accounts receivable	()	()	()
Client incentives	()	()	()
Other assets	()	()	()
Accounts payable
Settlement payable		()
Accrued and other liabilities	()
Accrued litigation	()
Net cash provided by (used in) operating activities
Investing Activities
Purchases of property, equipment and technology	()	()	()

(1)These payments are associated with the interchange multidistrict litigation. See Note 20—Legal Matters.

Conversion feature. Under the terms of the plan, when the Company funds the U.S. litigation escrow account, the value of the Company’s class B-1 and B-2 common stock is subject to dilution through a downward adjustment to the rate at which shares of class B-1 and B-2 common stock ultimately convert into shares of class A common stock. This has the same economic effect on earnings per share as repurchasing the Company’s class A common stock, because it reduces the class B conversion rate and consequently the as-converted class A common stock share count with each deposit amount. See Note 15—Stockholders’ Equity.

Makewhole agreements. As a condition to participating in the class B-1 common stock exchange offer, each participating stockholder, together with its respective parent guarantors (as applicable), entered into a separate makewhole agreement with Visa pursuant to which the holder agreed to reimburse Visa in cash for the portion of certain future deposits into the U.S. litigation escrow account that, but for the holder's participation in the exchange offer, would have been absorbed by such holder through a reduction in the class B-1 conversion rate in respect of the class B-1 common stock it tendered in the exchange offer. Payments under the makewhole agreements arise when, as a result of a deposit into the U.S. litigation escrow account, the as-converted value of the class B-2 common stock a holder received in the exchange offer becomes or is already less than zero, but the class B-1 conversion rate remains greater than or equal to zero. No additional payment obligations will arise under the makewhole agreements after the class B-1 conversion rate reaches zero. See Note 15—Stockholders’ Equity.

Indemnification obligations. To the extent that amounts available under the U.S. litigation escrow arrangement and other agreements in the plan are insufficient to fully resolve the U.S. covered litigation, the Company will use commercially reasonable efforts to enforce the indemnification obligations of Visa U.S.A.’s members for such excess amounts, including but not limited to enforcing indemnification obligations pursuant to Visa U.S.A.’s certificate of incorporation and bylaws and in accordance with their membership agreements.

Interchange judgment sharing agreement. Visa U.S.A. and Visa International Service Association (Visa International) have entered into an interchange judgment sharing agreement with certain Visa U.S.A. members that have been named as defendants in the interchange multidistrict litigation, which is described in Note 20—Legal Matters. Under this judgment sharing agreement, Visa U.S.A. members that are signatories will pay their membership proportion of the amount of a final judgment not allocated to the conduct of Mastercard.

Table of Contents

% and a Visa portion at %. In addition, the monetary portion of any judgment assigned to Visa-related claims in accordance with the omnibus agreement would be treated as a Visa portion. Visa would have no liability for the monetary portion of any judgment assigned to Mastercard-related claims in accordance with the omnibus agreement, and if a judgment is not assigned to Visa-related claims or Mastercard-related claims in accordance with the omnibus agreement, then any monetary liability would be divided into a Mastercard portion at % and a Visa portion at %. The Visa portion of a settlement or judgment covered by the omnibus agreement would be allocated in accordance with specified provisions of the Company’s U.S. retrospective responsibility plan. The litigation provision on the consolidated statements of operations was not impacted by the execution of the omnibus agreement.

On August 26, 2014, Visa entered into an amendment to the omnibus agreement. The omnibus amendment makes applicable to certain settlements in opt-out cases in the interchange multidistrict litigation the settlement-sharing provisions of the omnibus agreement, pursuant to which the monetary portion of any settlement of the interchange multidistrict litigation covered by the omnibus agreement would be divided into a Mastercard portion at % and a Visa portion at %. The omnibus amendment also provides that in the event of termination of the class settlement agreement, Visa and Mastercard would make mutually acceptable arrangements so that Visa shall have received two-thirds and Mastercard shall have received one-third of the total of (i) the sums paid to defendants as a result of the termination of the settlement agreement and (ii) the takedown payments previously made to defendants.

Europe Retrospective Responsibility Plan

UK loss sharing agreement. The Company has entered into a loss sharing agreement with Visa Europe and certain of Visa Europe’s member financial institutions located in the United Kingdom (UK LSA members). Each of the UK LSA members has agreed, on a several and not joint basis, to compensate the Company for certain losses which may be incurred by the Company, Visa Europe or their affiliates as a result of certain existing and potential litigation relating to the setting and implementation of domestic multilateral interchange fee rates in the United Kingdom prior to the closing of the Visa Europe acquisition (Closing), subject to the terms and conditions set forth therein and, with respect to each UK LSA member, up to a maximum amount of the up-front cash consideration received by such UK LSA member. The UK LSA members’ obligations under the UK loss sharing agreement are conditional upon, among other things, either (a) losses valued in excess of the sterling equivalent on June 21, 2016 of € billion having arisen in UK covered claims (and such losses having reduced the conversion rate of the series B preferred stock accordingly), or (b) the conversion rate of the series B preferred stock having been reduced to

Table of Contents

% of any liabilities where the claim relates to inter-regional multilateral interchange fee rates, where the issuer is located outside the Visa Europe territory and the merchant is located within the Visa Europe territory. The plan does not protect the Company in Europe against all types of litigation or remedies or fines imposed in competition law enforcement proceedings, only the interchange litigation specifically covered by the plan’s terms.

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 class A common stock conversion rates applicable to the series B and C preferred stock. The total amount of protection available through the preferred stock component of the Europe retrospective responsibility plan is equivalent to the as-converted value of the preferred stock, which can be calculated at any point in time as the product of: (a) the outstanding number of shares of preferred stock; (b) the current conversion rate applicable to each series of preferred stock; and (c) Visa’s class A common stock price. This amount differs from the value of the preferred stock recorded within stockholders’ equity on the Company’s consolidated balance sheets. The book value of the preferred stock reflects its historical value recorded at the Closing less VE territory covered losses recovered through a reduction of the applicable conversion rate. The book value does not reflect changes in the underlying class A common stock price subsequent to the Closing.

Visa Inc. net income is not impacted by VE territory covered losses as long as the as-converted value of the preferred stock is greater than the covered loss. VE territory covered losses are recorded when the loss is deemed to be probable and reasonably estimable, or in the case of attorney’s fees, when incurred. Concurrently, the Company records a reduction to stockholders’ equity in the contra-equity account right to recover for covered losses, which represents the Company’s right to recover such losses through adjustments to the conversion rate applicable to the preferred stock.

VE territory covered losses may be recorded before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than € million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity.

As required by the litigation management deed, on June 21, 2024, the eighth anniversary of the Visa Europe acquisition, Visa, in consultation with the VE Territory Litigation Management Committee, carried out a release assessment. After the completion of this assessment, the Company released $ billion of the as-converted value from its series B and C preferred stock and issued shares of series A preferred stock in July 2024 (Eighth Anniversary Release). Each holder of a share of series B and C preferred stock received a number of series A preferred stock equal to the applicable conversion adjustment divided by . The Company paid $ million in cash in lieu of issuing fractional shares of series A preferred stock. Each share of series A preferred stock will be automatically converted into shares of class A common stock in connection with a sale to a person eligible to hold class A common stock in accordance with Visa’s certificate of incorporation.

Table of Contents

$ $()

VE territory covered losses incurred(1)

()

Recovery through conversion rate adjustment(2)

()() Eighth Anniversary Release()() Balance as of end of period$ $ $()

For the Year Ended

September 30, 2023

Preferred Stock

Right to Recover for Covered Losses

Series B

Series C

(in millions)

Balance as of beginning of period

()

VE territory covered losses incurred(1)

()

Recovery through conversion rate adjustment(2)

()

Balance as of end of period

()

(1)VE territory covered losses incurred reflect settlements with merchants and additional legal costs. See Note 20—Legal Matters.

$ $ $ Series C preferred stock Total Less: right to recover for covered losses()()()()Total recovery for covered losses available$ $ $ $

(1)Figures in the table may not recalculate exactly due to rounding. As-converted and book values are based on unrounded numbers.

(2)As of September 30, 2024, the as-converted value of preferred stock is calculated as the product of: (a) million and million shares of the series B and C preferred stock outstanding, respectively; (b) and , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $, Visa’s class A common stock closing stock price.

(3)As of September 30, 2023, the as-converted value of preferred stock is calculated as the product of: (a) million and million shares of the series B and C preferred stock outstanding, respectively; (b) and , the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $, Visa’s class A common stock closing stock price.

Table of Contents

$ $ $ U.S. Treasury securities Investment securities:Marketable equity securities U.S. government-sponsored debt securities U.S. Treasury securities Other current and non-current assets:Money market funds Derivative instruments Total $ $ $ $ LiabilitiesAccrued compensation and benefits:Deferred compensation liability$ $ $ $ Accrued and other liabilities:Derivative instruments Total $ $ $ $

Level 1 assets and liabilities. Money market funds, U.S. Treasury securities and marketable equity securities are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. The Company’s deferred compensation liability is measured at fair value based on marketable equity securities held under the deferred compensation plan.

Level 2 assets and liabilities. The fair value of U.S. government-sponsored debt securities, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. Derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

U.S. Government-sponsored Debt Securities and U.S. Treasury Securities

$ $ $ U.S. Treasury securities () Total$ $ $()$

Table of Contents

$ $()$ U.S. Treasury securities () Total$ $ $()$

Debt securities with unrealized losses for less than 12 months and 12 months or greater were as follows:

September 30, 2024

Less Than 12 Months

12 Months or Greater

Fair Value

Gross Unrealized Losses

Fair Value

Gross Unrealized Losses

(in millions)

U.S. government-sponsored debt securities

U.S. Treasury securities

()

Total

()

September 30, 2023

Less Than 12 Months

12 Months or Greater

Fair Value

Gross Unrealized Losses

Fair Value

Gross Unrealized Losses

(in millions)

U.S. government-sponsored debt securities

()

U.S. Treasury securities

()

Total

()

The unrealized losses were primarily attributable to changes in interest rates.

Due after one year through five years

Total$

Equity Securities

For fiscal 2024, 2023 and 2022, the Company recognized net unrealized gains of $ million and net unrealized losses of $ million and $ million, respectively, on marketable and non-marketable equity securities held as of period end.

Fair value measurement alternative. The Company’s investments in privately held companies do not have readily determinable fair values. These investments are measured at fair value on a non-recurring basis and are classified as Level 3 due to the absence of quoted market prices, the inherent lack of liquidity and the fact that significant inputs used to measure fair value are unobservable and require management’s judgment.

Table of Contents

$ Adjustments:Upward adjustments Downward adjustments, including impairment()()Carrying amount$ $

Unrealized gains and losses of the Company’s non-marketable equity securities held as of period end that were accounted for using the fair value measurement alternative were as follows:


	For the Years Ended September 30,
	2024		2023		2022
	(in millions)
Upward adjustments	$		$		$
Downward adjustments, including impairment	$	()	$	()	$	()

Investment Income (Expense)

$ $

Gains (losses) on investments, net

()()()Investment income (expense)$ $ $()

Other Fair Value Disclosures

Debt. Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets. The fair value of the debt instruments, as provided by third-party pricing vendors, is based on quoted prices in active markets for similar, not identical, assets. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. As of September 30, 2024, the carrying value and estimated fair value of debt was $ billion and $ billion, respectively. As of September 30, 2023, the carrying value and estimated fair value of debt was $ billion and $ billion, respectively.

Other financial instruments not measured at fair value. As of September 30, 2024, the carrying values of settlement receivable and payable and customer collateral are an approximate fair value due to their generally short maturities. If measured at fair value in the financial statements, these financial instruments would be classified as Level 2 in the fair value hierarchy.

Table of Contents

$ Buildings and building improvements Furniture, equipment and leasehold improvements Construction-in-progress Technology Total property, equipment and technology Accumulated depreciation and amortization()()Property, equipment and technology, net$ $

As of September 30, 2024 and 2023, accumulated amortization for technology was $ billion and $ billion, respectively.

For fiscal 2024, 2023 and 2022, depreciation and amortization expense related to property, equipment and technology was $ million, $ million and $ million, respectively.

$ $ $ $ $ $

$()$ $ $()$ Trade names () () )

During fiscal 2024, 2023 and 2022, ROU assets obtained in exchange for lease liabilities was $ million, $ million and $ million, respectively.

Table of Contents

% Senior Notes due December 2025$ $ %

% Senior Notes due April 2027

% Senior Notes due August 2027

% Senior Notes due September 2027

% Senior Notes due April 2030

% Senior Notes due February 2031

% Senior Notes due December 2035

% Senior Notes due April 2040

% Senior Notes due December 2045

% Senior Notes due September 2047

% Senior Notes due August 2050

%Euro notes

% Senior Notes due June 2026

% Senior Notes due June 2029

% Senior Notes due June 2034

%Total debt Unamortized discounts and debt issuance costs()()

Hedge accounting fair value adjustments(2)

()()Total carrying value of debt$ $ Reported as:

Current maturities of debt

$ $ Long-term debt Total carrying value of debt$ $

(1)Effective interest rates disclosed do not reflect hedge accounting adjustments.

(2)Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes. See Note 1—Summary of Significant Accounting Policies and Note 13—Derivative and Hedging Instruments.

Senior Notes

The Company’s outstanding senior notes are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company’s existing and future unsecured and unsubordinated debt. The senior notes are not secured by any assets of the Company and are not guaranteed by any of the Company’s subsidiaries. As of September 30, 2024, the Company was in compliance with all related covenants. Each series of senior notes may be redeemed as a whole or in part at the Company’s option at any time at specified redemption prices. In addition, each series of the Euro notes may be redeemed as a whole at specified redemption prices upon the occurrence of certain U.S. tax events.

$ $ $ $ $ $

Table of Contents

billion in outstanding notes, with maturities up to days from the date of issuance. As of September 30, 2024 and 2023, the Company had outstanding obligations under the program.

Credit Facility

In May 2023, the Company entered into an amended and restated credit agreement for a , unsecured $ billion revolving credit facility, which will expire in May 2028. This credit facility is maintained to ensure the integrity of the payment card settlement process and for general corporate purposes. Interest on borrowings will be charged at the applicable reference rate or an alternative base rate as defined in the credit agreement based on the currency and type of the borrowing, plus an applicable margin based on the applicable credit rating of the Company’s senior unsecured long-term debt. The Company has agreed to pay a commitment fee which will fluctuate based on such applicable rating of the Company. As of September 30, 2024, the Company was in compliance with all related covenants. As of September 30, 2024 and 2023, the Company had amounts outstanding under the credit facility.

billion and $ billion, respectively, accumulated benefit obligation was $ million and $ million, respectively, and the funded status was $ million and $ million, respectively. As of September 30, 2024 and 2023, for non-U.S. pension plans, the fair value of plan assets was $ million and $ million, respectively, accumulated benefit obligation was $ million and $ million, respectively, and the funded status was $ million and $ million, respectively.

As of September 30, 2024 and 2023, the amount recognized in accumulated other comprehensive income (loss) before tax for the U.S. pension plans was $ million and ($) million, respectively. As of September 30, 2024 and 2023, the amount recognized in accumulated other comprehensive income (loss) before tax for non-U.S. pension plans was ($) million and ($) million, respectively.

Defined Contribution Plan

The Company sponsors a defined contribution plan, or 401(k) plan, that covers its employees residing in the U.S. In fiscal 2024, 2023 and 2022, personnel expenses included $ million, $ million, and $ million, respectively, attributable to the Company’s employees under the 401(k) plan. The Company’s contributions to this 401(k) plan are funded on a current basis, and the related expenses are recognized in the period that the payroll expenses are incurred.

Table of Contents

billion and the average daily settlement exposure was $ billion. To mitigate the risk of settlement exposure, the Company has various forms of collateral including restricted cash, letters of credit, guarantees, beneficial rights to trust assets and pledged securities. As of September 30, 2024 and 2023, the Company had total collateral of $ billion and $ billion, respectively.

billion and $ billion, respectively. As of September 30, 2024 and 2023, the aggregate notional amount of the derivative instruments not designated as hedging instruments was $ billion and $ billion, respectively. $

Cross-currency swaps

Other assets

$ $

Not Designated as Hedging Instruments:

Foreign exchange forward contracts

Prepaid expenses and other current assets$ $ Liabilities

Designated as Hedging Instruments:

Foreign exchange forward contracts

Accrued liabilities$ $

Cross-currency swaps

Other liabilities$ $

Interest rate swaps(1)

Other liabilities$ $

Not Designated as Hedging Instruments:

Foreign exchange forward contracts

Accrued liabilities$ $

(1)These interest rate swaps were designated as fair value hedges on a portion of the outstanding senior notes. As of September 30, 2024 and 2023, the carrying value of the hedged senior notes was $ billion and $ billion, respectively.

For fiscal 2024, 2023 and 2022, the Company recognized a net increase (decrease) in earnings related to excluded forward points from forward contracts designated as net investment hedges and interest differentials from swap agreements of ($) million, ($) million and $ million, respectively.

Table of Contents

) million, ($) million and $ million, respectively.

The amount of pre-tax net gains (losses) related to cash flow hedges recorded in accumulated other comprehensive income (loss) as of September 30, 2024 that is expected to be reclassified into the consolidated statements of operations within the next 12 months is not material.

Net investment hedges. For fiscal 2024, 2023 and 2022, the Company recognized pre-tax net gains (losses) in other comprehensive income (loss) related to net investment hedges of ($) million, ($) million and $ million, respectively. As of September 30, 2024 and 2023, the amount in accumulated other comprehensive income (loss) was $ million and $ million, respectively.

Credit and market risks. The Company’s derivative financial instruments are subject to both credit and market risk. The Company monitors the credit worthiness of the financial institutions that are counterparties to its derivative financial instruments and does not consider the risks of counterparty nonperformance to be significant. The Company mitigates this risk by entering into master netting agreements, and such agreements require each party to post collateral against its net liability position with the respective counterparty. As of September 30, 2024, the Company received collateral of $ million from counterparties, which is included in accrued liabilities on the consolidated balance sheets, and posted collateral of $ million, which is included in prepaid expenses and other current assets on the consolidated balance sheets. Notwithstanding the Company’s efforts to manage foreign exchange risk, there can be no absolute assurance that its hedging activities will adequately protect against the risks associated with foreign currency fluctuations. As of September 30, 2024, credit and market risks related to derivative instruments were not considered significant.

$ International Total$ $

Net revenue by geographic market is primarily based on the location of the issuing or acquiring financial institution. Net revenue earned in the U.S. was approximately %, % and % of total net revenue in fiscal 2024, 2023 and 2022, respectively. No individual country, other than the U.S., generated 10% or more of total net revenue in these years.

%, % and % of its total net revenue, respectively.

Table of Contents

(2)

Series B preferred stock Series C preferred stock Class A common stock Class B-1 common stock

(3)

Class B-2 common stock

(3)

(4)

Class C common stock Total

(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.

(2)The number of shares outstanding was less than one million.

(3)The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Conversion rates are presented on a rounded basis.

(4)No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer. See class B-1 common stock exchange offer below for further details.

Series A preferred stock issuance. In July 2024, the Company issued shares of series A preferred stock in connection with the Eighth Anniversary Release. See Note 5—U.S. and Europe Retrospective Responsibility Plans.

Reduction in as-converted shares. Under the terms of the U.S. retrospective responsibility plan, when the Company funds the U.S. litigation escrow account, the value of the Company’s class B-1 and B-2 common stock is subject to dilution through a downward adjustment to the rate at which shares of class B-1 and B-2 common stock ultimately convert into shares of class A common stock. See Note 5—U.S. and Europe Retrospective Responsibility Plans.

Effective price per share(1)

$ $ $ Deposits into the U.S. litigation escrow account$ $ $

(1)Effective price per share for the period represents the weighted-average price calculated using the effective prices per share of the respective adjustments made during the period. Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificate of incorporation.

Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover VE territory covered losses through periodic adjustments to the class A common stock conversion rates applicable to the series B and C preferred stock, and is required to undertake periodic release assessments following the anniversary of the Visa Europe acquisition to determine if value should be released from the series B and C preferred stock. The

Table of Contents

(1)

Effective price per share(2)

$ $ $ $ $ $ Recovery through conversion rate adjustment$ $ $ $ $ $

Anniversary Releases

$ $ $ $ $ $

(1)The reduction in equivalent number of shares of class A common stock was less than one million shares.

(2)Effective price per share for the period represents the weighted-average price calculated using the effective price per share of the respective adjustments made during the period. Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock.

Average repurchase cost per share(2)

$ $ $

Total cost(2)

$ $ $

(1)Shares repurchased in the open market are retired and constitute authorized but unissued shares.

(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. Shares repurchased in the open market include $ million unsettled repurchases as of September 30, 2024.

In October 2023 and 2022, the Company’s board of directors authorized share repurchase programs of $ billion providing multi-year flexibility, and $ billion, respectively. These authorizations have no expiration date. As of September 30, 2024, the Company’s share repurchase program had remaining authorized funds of $ billion. All share repurchase programs authorized prior to October 2023 have been completed.

Dividends. In fiscal 2024, 2023 and 2022, the Company declared and paid dividends of $ billion, $ billion and $ billion, respectively. On October 29, 2024, the Company’s board of directors declared a quarterly cash dividend of $ per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on December 2, 2024, to all holders of record as of November 12, 2024.

Capital stock authorized. As of September 30, 2024 and 2023, the Company was authorized to issue million shares of preferred stock, of which the following series have been created and authorized: million shares of series A preferred stock, million shares of series B preferred stock and million shares of series C preferred stock. As of September 30, 2024, the Company was authorized to issue trillion shares of class A common stock, million shares of class B-1 common stock, million shares of class B-2 common stock, million shares of class B-3 common stock, million shares of class B-4 common stock, million shares of class B-5 common stock and billion shares of class C common stock. As of September 30, 2023, the Company was authorized to issue trillion

Table of Contents

million shares of class B-1 common stock and billion shares of class C common stock.

Class B common stock. On January 23, 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation authorizing Visa to implement an exchange offer program that would have the effect of releasing transfer restrictions on portions of the Company’s class B common stock by allowing holders to exchange a portion of their outstanding shares of class B common stock for shares of freely tradeable class C common stock. The certificate of incorporation amendments automatically redenominated all shares of class B common stock outstanding at the amendment date as class B-1 common stock with no changes to the par value, conversion features, rights or privileges. All references to class B common stock outstanding prior to January 23, 2024 have been updated in this report to class B-1 common stock to reflect this redenomination. The amendments also authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a preceding class of B common stock is tendered in exchange and retired.

The class B common stock is not convertible or transferable until the date on which all of the U.S. covered litigation has been finally resolved. This transfer restriction is subject to limited exceptions, including transfers to other holders of class B common stock. After termination of the restrictions, the class B common stock will be convertible into class A common stock if transferred to a person that was not a Visa Member (as defined in the certificate of incorporation) or similar person or an affiliate of a Visa Member or similar person. Upon such transfer, each share of class B common stock will automatically convert into a number of shares of class A common stock based upon the applicable conversion rate in effect at the time of such transfer.

Adjustment of the conversion rate occurs upon: (i) the completion of any follow-on offering of class A common stock completed to increase the size of the U.S. litigation escrow account (or any cash deposit by the Company in lieu thereof) resulting in a further corresponding decrease in the conversion rate; or (ii) the final resolution of the U.S. covered litigation and the release of funds remaining on deposit in the U.S. litigation escrow account to the Company resulting in a corresponding increase in the conversion rate. See Note 5—U.S. and Europe Retrospective Responsibility Plans.

Class B-1 common stock exchange offer. On May 6, 2024, Visa accepted million shares of class B-1 common stock tendered in the exchange offer. In exchange, on May 8, 2024, Visa issued approximately million shares of class B-2 common stock and million shares of class C common stock. The class B-1 common shares exchanged have been retired and constitute authorized but unissued shares. The conversion rate adjustments for the class B-2 common stock will have double the impact compared to conversion rate adjustments for the class B-1 common stock.

Class C common stock. There are no existing transfer restrictions on class C common stock.

Preferred stock. In connection with the Visa Europe acquisition, series of preferred stock of the Company were created. Upon issuance, all of the preferred stock participate on an as-converted basis in regular quarterly cash dividends declared on the Company’s class A common stock. Preferred stock may be issued as redeemable or non-redeemable, and has preference over any class of common stock with respect to the payment of dividends and distribution of the Company’s assets in the event of a liquidation or dissolution.

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.

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 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.

Table of Contents

$ $ (3) (3)$ Class B-1 common stock $ $ $

Class B-2 common stock(4)

$ $ $ Class C common stock $ $ $ Participating securities Not presentedNot presented$ Not presentedNot presentedNet income$


	For the Year Ended September 30, 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	$		$	$	(3)		(3)	$
Class B-1 common stock			$	$				$
Class C common stock			$	$				$
Participating securities		Not presented	Not presented	$		Not presented		Not presented
Net income	$

Table of Contents

$ $ (3) (3)$ Class B-1 common stock $ $ $ Class C common stock $ $ $ Participating securities Not presentedNot presented$ Not presentedNot presentedNet income$

(1)Income allocation is based on the weighted-average number of as-converted class A common stock outstanding as shown in the table below.

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

(3)Diluted class A common stock earnings per share calculation includes the assumed conversion of class B-1, B-2 and C common stock and participating securities on an as-converted basis as shown in the table below and the incremental common stock equivalents related to employee stock plans, as calculated under the treasury stock method. The common stock equivalents were not material for each of fiscal 2024, 2023 and 2022.

(4)No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer. See Note 15—Stockholders’ Equity for further details.

Class B-2 common stock(1)

Class C common stock

Participating securities

(1)No shares of class B-2 common stock were outstanding prior to the class B-1 common stock exchange offer. See Note 15—Stockholders’ Equity for further details.

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.

For fiscal 2024, 2023 and 2022, the Company recorded share-based compensation cost related to the EIP of $ million, $ million and $ million, respectively, in personnel expense on its consolidated statements of operations. The related tax benefits for fiscal 2024, 2023 and 2022 were $ million, $ million and $ million, respectively.

Options

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

Table of Contents

Risk-free rate of return(2)

% % %

Expected volatility(3)

% % %

Expected dividend yield(4)

% % %Fair value per option granted$$$

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

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

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

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

$ Granted $ Forfeited()$

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.

$ Provision for interchange multidistrict litigation Payments for U.S. covered litigation()()Balance as of end of period$ $

During fiscal 2024, the Company recorded additional accruals to address claims associated with the interchange multidistrict litigation. 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 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.

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 class A common stock 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.

Table of Contents

$ Provision for VE territory covered litigation Payments for VE territory covered litigation()()Balance as of end of period$ $

billion from the U.S. litigation escrow account and approximately $ million attributable to interchange reductions for an period into court-authorized settlement accounts. Visa subsequently received from the district court and deposited into the Company’s U.S. litigation escrow account “takedown payments” of approximately $ billion.

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

On remand, the district court entered an order appointing interim counsel for 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.

Damages Class. 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 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 $ million, with the Company’s share of $ 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

Table of Contents

billion previously deposited into settlement accounts by the defendants pursuant to the 2012 Settlement Agreement.

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, $ million was returned to defendants. Visa’s portion of the takedown payment, approximately $ 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.

Indirect Purchaser Claims. complaints have been filed against Visa and other defendants asserting violations of certain state antitrust laws and seeking recovery as indirect purchasers. A complaint was filed by Old Jericho Enterprise, Inc. on May 29, 2020, against Visa and Mastercard on behalf of a purported class of gasoline retailers operating in states and the District of Columbia. separate complaints were subsequently filed in 2021 against Visa and Mastercard on behalf of a purported class of merchants located in states and the District of Columbia who have taken payment using the Square card acceptance service — one by Hayley Lanning and others on April 28 and one by Camp Grounds Coffee and others on June 16. Plaintiffs in all actions subsequently served motions for partial summary judgment. Thereafter, in May and September 2024, the district court denied motions for partial summary judgment filed by the Lanning and Camp Grounds plaintiffs and the Old Jericho plaintiffs, which all plaintiff groups have now appealed. 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.

Injunctive Relief Class. Following remand from the U.S. Court of Appeals for the Second Circuit and the appointment of Injunctive Relief Class counsel, 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.

From January through April, 2024, the district court issued rulings on various summary judgment motions. The district court granted in part and denied in part defendants’ motion for summary judgment under Ohio v. American Express, denied defendants' motions for summary judgment based on the post-IPO conspiracy claims, and granted defendants’ motion for summary judgment on Injunctive Relief Class plaintiffs’ monopolization claims. The district court denied the Injunctive Relief Class plaintiffs’ motion for partial summary judgment.

On March 25, 2024, Visa and Mastercard entered into an agreement to resolve the Injunctive Relief Class claims (Injunctive Relief Settlement Agreement), subject to court approval. The Injunctive Relief Settlement Agreement included, among other terms, (i) a release from class members for claims for declaratory, injunctive or equitable relief arising out of conduct alleged by the Injunctive Relief Class in the litigation that have accrued or may accrue in the future during the term of the Injunctive Relief Settlement Agreement; (ii) provisions requiring reductions and caps on U.S. credit interchange rates; and (iii) provisions requiring modifications to the Company’s rules in the U.S. that, among other things, streamline requirements for merchants who wish to impose a surcharge on credit transactions. On March 26, 2024, the Injunctive Relief Class plaintiffs filed a motion for preliminary approval of the settlement, which was denied on June 25, 2024.

Interchange Multidistrict Litigation (MDL) - Individual Merchant Actions

Since May 2013, more than 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.

Table of Contents

% of the Visa-branded payment card sales volume of merchants who opted out of the Amended Settlement Agreement with the Damages Class plaintiffs.

The district court’s rulings on defendants’ summary judgment motions under Ohio v. American Express and on post-IPO conspiracy claims, described above, apply to these Individual Merchant Actions. In addition, on October 9, 2022, defendants’ motion for summary judgment regarding damages for EMV-related chargebacks was denied. On February 22, 2024, defendants' motion for summary judgment based on Illinois Brick standing was denied, and the district court denied as moot certain plaintiffs’ motions for partial summary judgment. On April 2, 2024, the district court granted in part and denied in part defendants’ motion for summary judgment on certain plaintiffs’ monopolization claims.

On May 28, 2024, the district court found that merchants serviced by Intuit and Square are members of the MDL Damages Class and therefore granted defendants’ motion to enforce the Amended Settlement Agreement, and denied a motion by Intuit Inc. and Intuit Payment Solutions, LLC (Intuit) for partial summary judgment, regarding claims in the actions brought by Intuit and Block, Inc. (Block) in their capacity as payment facilitators. On August 2, 2024, defendants filed a pre-motion letter setting forth bases for a proposed motion for injunction compelling dismissal of claims by Intuit and Block.

In July 2024, the Judicial Panel on Multidistrict Litigation remanded actions to the courts in which they were originally filed. The action led by Grubhub Holdings Inc. was remanded to the U.S. District Court for the Northern District of Illinois. The actions led by Target Corporation and by 7-Eleven, Inc. were both remanded to the U.S. District Court for the Southern District of New York, and the U.S. District Court for the Southern District of New York subsequently set a trial date for a subset of the plaintiffs in those actions. On August 21, 2024, defendants in those actions filed a motion for a revised summary judgment ruling based on Illinois Brick.

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.

Consumer Interchange Litigation

In 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. After plaintiffs filed an amended complaint asserting the same claims as asserted in the prior complaint, Visa removed the action to federal court, and the case was transferred to MDL 1720.

On July 31, 2024, the magistrate judge recommended that a motion by defendants to compel arbitration and stay litigation be denied and a motion by defendants to dismiss plaintiffs’ California law claims be granted. On August 19, 2024, plaintiffs filed an objection to the magistrate judge’s recommendation.

VE Territory Covered Litigation

Europe Merchant Litigation

Since July 2013, proceedings have been commenced by more than 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

100

Table of Contents

Merchants, and there are approximately Merchants with outstanding claims. In addition, over 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 anticipates additional claims in the future.

On June 17, 2020, with respect to claims asserted by one Merchant, the Supreme Court of the United Kingdom found that Visa’s UK domestic interchange restricted competition under applicable competition law. On September 30, 2021, Visa reached a confidential settlement agreement resolving the Merchant’s claims.

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 restrictive of competition, but that the question of whether those fees are a restriction of competition after the introduction of the IFR, along with inter-regional and commercial interchange fees across all time periods, 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. From February 14 to March 28, 2024, a trial occurred to consider whether certain interchange rates restrict competition in violation of UK antitrust law.

On June 1, 2022, 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. On June 8, 2023, the UK Competition Appeal Tribunal initially denied class certification in the class action claims. However, a class certification re-hearing took place in April 2024. In June 2024, the CAT granted class certification in the claims regarding interchange fees on commercial cards. In October 2024, the Court of Appeal refused permission to appeal the certification.

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.

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. Visa filed its response on July 22, 2024.

Other Litigation

U.S. Department of Justice

On March 13, 2012, the Antitrust Division of the U.S. 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.

On March 26, 2021, June 11, 2021, January 4, 2023 and May 2, 2023, 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 focused on U.S. debit and competition with other payment methods and networks.

On September 24, 2024, the U.S. Department of Justice filed a complaint in the U.S. District Court for the Southern District of New York against Visa alleging violations of the Sherman Act. The complaint alleges Visa has monopolized and attempted to monopolize general purpose debit network services and card-not-present debit

101

Table of Contents

putative class actions were filed in the U.S. District Court for the Southern District of New York against Visa Inc., alleging that Visa has monopolized and attempted to monopolize general purpose debit network services and card-not-present debit network services in the United States through agreements with merchants, acquirers, and others and that certain agreements unreasonably restrain competition or trade in those markets. action was subsequently dismissed voluntarily. An additional putative class action was filed in the U.S. District Court for the Northern District of California asserting similar allegations. Each of the pending cases alleges violations of the Sherman Act and seeks damages, among other relief. Some of these cases assert violations of one or more state laws and seek injunctive relief. Plaintiffs in these actions seek to represent one of the following classes: (i) merchants or others that accepted general-purpose Visa debit cards from certain dates in October 2020; (ii) persons who either purchased goods or services from a merchant that accepted Visa debit cards or who directly or indirectly paid interchange fees as debit card holders from October 20, 2020; or (iii) persons, business, or entities that have paid Visa’s fees for debit transaction routing services from September 24, 2020.

Federal Trade Commission Civil Investigative Demand

On November 4, 2019, the Bureau of Competition of the U.S. Federal Trade Commission (FTC) 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 FTC issued a CID to Visa requesting additional documents and information. Visa has cooperated with the FTC in connection with the CID.

U.S. ATM Access Fee Litigation

National ATM Council Class Action. In October 2011, the National ATM Council and non-bank ATM operators filed a purported class action lawsuit against Visa 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.

Consumer Class Actions. In October 2011, a purported consumer class action, Burke, et al. v. Visa Inc., et al. (Burke) was filed against Visa and Mastercard in the same federal court challenging the same ATM access fee rules. other purported consumer class actions challenging the rules, later combined in Mackmin, et al. v. Visa Inc., et al., (Mackmin), were also filed in October 2011 in the same federal court naming Visa, Mastercard and 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 class certification in each case. On August 8, 2022, the district court in Mackmin granted plaintiffs’ motion for final approval of a class action settlement with the financial institution defendants and entered final judgments of dismissal as to those institutions. On May 2, 2024, Visa and Mastercard entered a definitive class settlement agreement with plaintiffs in Mackmin, which the district court preliminarily approved on July 26, 2024. Burke, the remaining consumer action, is still pending.

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

102

Table of Contents

103

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

Not applicable.

ITEM 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (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, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.

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, 2024 using the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on management’s assessment, management has concluded that our internal control over financial reporting was effective as of September 30, 2024.

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

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.

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 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. Other Information

(b) Trading Plans

104

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

105

PART III

ITEM 10. 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, 2024. The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

ITEM 11. Executive Compensation

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

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

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

ITEM 14. Principal Accountant Fees and Services

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

106

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

1.Consolidated Financial Statements

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

2.Consolidated Financial Statement Schedules

None.

3.The following exhibits are filed as part of this report or, where indicated, were previously filed and are hereby incorporated by reference:

Refer to the Exhibit Index herein.

ITEM 16. Form 10-K Summary

None.

107

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	Eight h Restated Certificate of Incorporation of Visa Inc.	8-K	001-33977	3.2	1/24/2024

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 C common stock of Visa Inc.	8-A	000-53572	4.2	1/28/2009

4.3	Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa Inc.	8-K	001-33977	3.1	6/21/2016

4.4	Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc.	8-K	001-33977	3.2	6/21/2016

4.5	Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa Inc.	8-K	001-33977	3.3	6/21/2016

4.6	Indenture dated December 14, 2015 between Visa Inc. and U.S. Bank National Association	8-K	001-33977	4.1	12/14/2015

4.7	Form of 3.150% Senior Note due 2025	8-K	001-33977	4.5	12/14/2015

4.8	Form of 1.500% Senior Note due 2026	8-K	001-33977	4.1	6/1/2022

4.9	Form of 0.750% Senior Note due 2027	8-K	001-33977	4.1	8/17/2020

4.10	Form of 1.900% Senior Note due 2027	8-K	001-33977	4.1	4/2/2020

4.11	Form of 2.750% Senior Note due 2027	8-K	001-33977	4.2	9/11/2017

4.12	Form of 2.000% Senior Note due 2029	8-K	001-33977	4.2	6/1/2022

4.13	Form of 2.050% Senior Note due 2030	8-K	001-33977	4.2	4/2/2020

4.14	Form of 1.100% Senior Note due 2031	8-K	001-33977	4.2	8/17/2020

4.15	Form of 2.375% Senior Note due 2034	8-K	001-33977	4.3	6/1/2022

4.16	Form of 4.150% Senior Note due 2035	8-K	001-33977	4.6	12/14/2015

4.17	Form of 2.700% Senior Note due 2040	8-K	001-33977	4.3	4/2/2020

4.18	Form of 4.300% Senior Note due 2045	8-K	001-33977	4.7	12/14/2015

4.19	Form of 3.650% Senior Note due 2047	8-K	001-33977	4.3	9/11/2017

4.20	Form of 2.000% Senior Note due 2050	8-K	001-33977	4.3	8/17/2020

4.21+	Description of Securities

10.1	Form of Indemnity Agreement	10-Q	001-33977	10.1	1/31/2020

108


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

109


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	Form of Makewhole Agreement	S-4/A	333-276747	99.2	3/11/2024

10.19	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

10.20	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	6/21/2016

10.21*	Visa 2005 Deferred Compensation Plan, effective as of August 12, 2015	10-K	001-33977	10.21	11/20/2015

10.22*	Visa Directors Deferred Compensation Plan, as amended and restated as of July 22, 2014	10-K	001-33977	10.17	11/21/2014

10.23*	Visa Inc. 2007 Equity Incentive Compensation Plan, amended and restated as of January 26, 2021	8-K	001-33977	10.22	1/27/2021

10.24*	Visa Inc. Incentive Plan, as amended and restated as of July 18, 2022	10-Q	001-33977	10.1	7/28/2022

10.25*	Visa Excess Thrift Plan, as amended and restated as of January 1, 2008	10-K	001-33977	10.31	11/21/2008

10.26*	Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 2008	10-K	001-33977	10.32	11/21/2008

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	11/18/2011

10.28*	Visa Inc. Executive Severance Plan, effective as of January 1, 2022	10-Q	001-33977	10.8	1/28/2022

110

10.29*

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

10-K

001-33977

10.28

11/15/2023

10.30*

Visa Inc. Clawback Policy, as amended and restated November 1, 2023

10-K

001-33977

10.29

11/15/2023

10.31*

Visa Inc. 2015 Employee Stock Purchase Plan

DEF 14A

001-33977

Appendix B

12/12/2014

10.32*

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

10.33*

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

10.34*

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

10.35*

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

10.36*

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

10.37*

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 Stock Option Award Agreement for awards granted after November 1, 2018

10-Q

001-33977

10.6

1/31/2019

10.39*

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

10.40*

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

10.41*

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

10.42*

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

10.43*

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

111

10.44*

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

10.45*

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

10.46*

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

10.47*

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

10.48*

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

10.49*

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

10-Q

001-33977

10.4

4/27/2023

10.50*

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

10.51*

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

10.52*

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

10.53*

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

10-Q

001-33977

10.6

4/27/2023

19.1+

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.

112

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)

_______________

† Confidential treatment has been requested for portions of this agreement. A completed copy of the agreement, including the redacted portions, has been filed separately with the SEC.

* Management contract, compensatory plan or arrangement.

+ Filed or furnished herewith.

# Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

113

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 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 13, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K 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 13, 2024

Ryan McInerney

(Principal Executive Officer)

/s/ Chris Suh

Chief Financial Officer

November 13, 2024

Chris Suh

(Principal Financial Officer)

/s/ Peter Andreski

Global Corporate Controller,

Chief Accounting Officer

November 13, 2024

Peter Andreski

(Principal Accounting Officer)

/s/ John F. Lundgren

Board Chair

November 13, 2024

John F. Lundgren

/s/ Lloyd A. Carney

Director

November 13, 2024

Lloyd A. Carney

/s/ Kermit R. Crawford

Director

November 13, 2024

Kermit R. Crawford

/s/ Francisco Javier Fernández-Carbajal

Director

November 13, 2024

Francisco Javier Fernández-Carbajal

/s/ Ramon Laguarta

Director

November 13, 2024

Ramon Laguarta

/s/ Teri L. List

Director

November 13, 2024

Teri L. List

/s/ Denise M. Morrison

Director

November 13, 2024

Denise M. Morrison

/s/ Pamela Murphy

Director

November 13, 2024

Pamela Murphy

/s/ Linda J. Rendle

Director

November 13, 2024

Linda J. Rendle

/s/ Maynard G. Webb, Jr.

Director

November 13, 2024

Maynard G. Webb, Jr.

114

VISA INC. - Annual Report: 2024 (Form 10-K)

Similar companies