V 10-K Annual Report Sept. 30, 2023 | Alphaminr

V 10-K Fiscal year ended Sept. 30, 2023

VISA INC.
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TABLE OF CONTENTS
Part I, Item 1A Risk FactorsItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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 10.3 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 RestatedFive Year Revolving Credit Agreement,datedas ofMay 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 ofNovember 6,2023 10.29+* Visa Inc. Clawback Policy, as amended and restatedNovember 1,2023 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 10.34* 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