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Visa Inc. (V)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 11/19/2010
Filed Period 09/30/2010

Table of contents

  • Page 1
    Visa Inc. (V) 10-K Annual report pursuant to section 13 and 15(d) Filed on 11/19/2010 Filed Period 09/30/2010

  • Page 2
    ... registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ The aggregate market value of the registrant's class A common stock, par value $.0001 per share, held by non-affiliates (using the New York Stock Exchange closing price as of March 31, 2010, the last business...

  • Page 3
    ... About Market Risk Item 8 Financial Statements and Supplementary Data Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures Item 9A Controls and Procedures Item 9B Other Information PART III Item 10 Directors, Executive Officers and Corporate Governance Item...

  • Page 4
    ... on debit interchange rates; its effect on other product categories, such as credit; and the adoption of similar and related laws and regulations elsewhere; interchange; currency conversion; and tax; the costs associated with the acquisition; and slowed growth of eCommerce; currency exchange rates...

  • Page 5
    Table of Contents • • • costs arising if Visa Europe were to exercise its right to require us to acquire all of its outstanding stock; loss of organizational effectiveness or key employees; changes in accounting principles or treatments; and the other factors discussed under the heading "...

  • Page 6
    ... global processing infrastructure and protect the security of cardholder information. We operate an open-loop payments network, a multi-party system in which Visa connects financial institutions-issuing financial institutions (or "issuers") that issue cards to cardholders, and acquiring financial...

  • Page 7
    ... checks, money orders, government checks, travelers cheques and other paper-based means of transferring value; card-based payments-credit cards, charge cards, debit cards, deferred debit cards, ATM cards, prepaid cards, private label cards and other types of general-purpose and limited-use cards...

  • Page 8
    ... our system. CyberSource, a wholly-owned subsidiary of Visa Inc., operates multiple data centers in the United States and internationally. These secure data center facilities allow for high availability transaction services and connectivity to the Internet, clients and processing partners. Core...

  • Page 9
    ...issuers of Visa debit, prepaid and ATM payment products. In addition to core issuer authorization processing, DPS offers card management services, exception processing, PIN and ATM network gateways, call center services, fraud detection services and ATM terminal driving. Visa Processing Service (VPS...

  • Page 10
    ...travel, youth, payroll, money transfer, corporate incentive, insurance reimbursement and government benefits cards. Cash Access. Our clients can provide global cash access to their cardholders by issuing products accepted at Visa and PLUS branded ATMs. Most Visa and Visa Electron branded cards offer...

  • Page 11
    ... and Medium Companies. The Visa Corporate platform offers payment options primarily for employee travel and entertainment charges, including cash advances, and provides detailed transaction data as well as information and expense management tools. The Visa Purchasing platform provides card and non...

  • Page 12
    ... value-added information services, such as the Visa Incentive Network, and evaluating potential modifications to our operating rules and interchange rates to enhance the value of our payments network compared to other forms of payment. For example, in October 2010 we began offering a global program...

  • Page 13
    ...as the use of our brands and trademarks; the standards, design and features of payment cards, devices and programs; merchant acquiring activities, including acceptance standards applicable to merchants; use of agents; disputes between members; risk management; guaranteed settlement; client financial...

  • Page 14
    ..., enhanced data quality and security. Interchange reimbursement fees and related practices have come to the attention of, or have been or are being reviewed by, regulatory authorities and/or central banks in a number of jurisdictions, including, for example, Australia, Canada, Brazil and South...

  • Page 15
    ... Senate issued a report with the non-binding recommendations that debit interchange be set at zero for three years, that merchant surcharging be permitted in Canada and that rules requiring that Visa-accepting merchants honor all cards be modified. Canada's Competition Bureau has opened a civil...

  • Page 16
    ...will have a significant effect on the pricing, credit allocation, and business models of most major credit card issuers. The law could reduce credit availability, or increase the cost of credit to cardholders, possibly affecting Visa transaction volume and revenues. The Credit CARD Act also includes...

  • Page 17
    ... regulators may determine that we are a systemically important payments system and impose settlement risk management requirements on us, including new settlement procedures or other operational rules to address credit and operational risks or new criteria for client participation and merchant access...

  • Page 18
    ... and operates the sole domestic bankcard acceptance mark in China due to local regulation. We also compete against private-label cards, which can generally be used to make purchases solely at the sponsoring retail store, gasoline retailer or other merchant. In the debit card market segment, Visa and...

  • Page 19
    ...our operating revenues and other financial information, see Note 15-Enterprise-wide Disclosures and Concentration of Business to our consolidated financial statements included in Item 8 of this report. Working Capital Requirements Payments settlement due from and due to issuing and acquiring clients...

  • Page 20
    ... debit products choose to include only the Visa network. We refer to these various practices as network exclusivity. In addition, certain network or issuer rules or practices may be interpreted as limiting the routing options of merchants when multiple debit networks co-reside on Visa debit cards...

  • Page 21
    ... business. In addition, interchange rates have become subject to increased scrutiny elsewhere, and regulatory authorities and central banks in a number of jurisdictions have reviewed or are reviewing them. These include Australia, Canada, Brazil and South Africa. If we cannot set default interchange...

  • Page 22
    ...to effect change in these countries may not succeed. This could adversely affect our ability to maintain or increase our revenues and extend our global brands. Regulation in the areas of consumer privacy and data use and security could decrease the number of payment cards issued, our payments volume...

  • Page 23
    ...management requirements on us. These could include new settlement procedures or other operational rules to address credit and operational risks. They could also include new criteria for member participation and merchant access to our payments system. Any of these developments could increase the cost...

  • Page 24
    ... been transferred to a multidistrict litigation in the U.S. District Court for the Eastern District of New York. The plaintiffs in the interchange litigation seek damages for alleged overcharges in merchant discount fees as well as injunctive and other relief. The consolidated class action complaint...

  • Page 25
    ..., we may have to pay substantial damages, limit the fees we charge or change other business practices. This could limit our payments volume and result in a material and adverse effect on our revenues, results of operations, cash flow, financial conditions, prospects for future growth and overall...

  • Page 26
    ... or no control. Our retrospective responsibility plan would not cover these liabilities. Business Risks The intense pressure we face on client pricing may materially and adversely affect our revenues and profits. We offer incentives to clients in order to increase payments volume, enter new market...

  • Page 27
    ..., checks and electronic transactions, such as wire transfers and automatic clearinghouse payments. In addition, our payment programs compete against the card-based payments systems of our competitors, such as MasterCard, American Express, Discover and private-label cards issued by merchants. Some...

  • Page 28
    ... Express, Discover, private-label card networks and certain alternative payments systems, operate closed-loop payments systems, with direct connections to both merchants and consumers and no intermediaries. These competitors seek to derive competitive advantages from this business model. In addition...

  • Page 29
    ... very broad latitude to operate the Visa business in and use our brands and technology within Visa Europe's region, in which we have only limited control over the operation of the Visa business. Visa Europe is not required to spend any minimum amount of money promoting or building the Visa brands 28

  • Page 30
    ... payment card marketing or increase requests for greater incentives or additional expense reductions, which may reduce our revenues. Our clients may decrease spending for optional or enhanced services, affect our revenue and reduce cardholders' desire to use these products. Government intervention...

  • Page 31
    ...-border travel could adversely affect our revenues and profitability. A decline in the need for conversion of currencies might also adversely affect our revenues and profitability. In addition, Visa derives revenue from foreign currency exchange activities that result from our clients' settlement in...

  • Page 32
    ...rights. Our success will depend in part on our ability to develop new technologies and adapt to technological changes and evolving industry standards. Account data breaches involving card data stored by third parties or by us could adversely affect our reputation and revenues. Our clients, merchants...

  • Page 33
    ...broad rights to operate the Visa business in its region under the agreement that governs our relationship. If we want to change a global rule or require Visa Europe to implement certain changes that would not have a positive return for Visa Europe and its members, then Visa Europe is not required to...

  • Page 34
    ... of operations. In addition, we would become subject to the many regulations of the European Union that govern the operations of Visa Europe, including any regulatory disputes. We are required to record quarterly any change in the fair value of the put option. We record these adjustments through...

  • Page 35
    ...the escrow account and the market price of our class A common stock near the time the funds are released. Shares of Class A common stock acquired by Visa members and certain affiliates and competitors convert automatically into shares of class C common stock, which have limited voting rights and may...

  • Page 36
    ... own more than 15% of our class A common stock (or 15% of our total outstanding common stock on an as-converted basis), unless our board of directors approves the acquisition of such shares in advance. In addition, except for common stock issued to a member in connection with our reorganization or...

  • Page 37
    Table of Contents ITEM 3. Legal Proceedings Refer to Note 22-Legal Matters to our consolidated financial statements included in Item 8 in this report. ITEM 4. (Removed and Reserved) 36

  • Page 38
    ... ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Price Range of Common Stock Our class A common stock has been listed on the New York Stock Exchange under the symbol "V" since March 19, 2008. At September 30, 2010, the Company had...

  • Page 39
    ... below sets forth the information with respect to purchases of the Company's common stock made by or on behalf of the Company during the quarter ended September 30, 2010. (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or (2) Programs (d) Approximate Dollar Value of Shares...

  • Page 40
    ... in Item 8 of this report. Number of shares of class A common stock to be issued upon exercise of outstanding options, warrants and rights (a) Number of shares of class A common stock remaining available for future issuance under equity compensation plans (excluding shares reflected in column...

  • Page 41
    ... 784 621 N/A (4) (5) Historical balances for the consolidated statements of operations and consolidated balance sheet data prior to October 1, 2007 represent balances for Visa U.S.A. Inc., the accounting acquirer in the reorganization. Visa U.S.A. Inc. was a non-stock corporation and therefore no...

  • Page 42
    ... Visa is a global payments technology company that connects consumers, businesses, banks and governments around the world, enabling them to use digital currency instead of cash and checks. We provide financial institutions with payment processing platforms that encompass consumer credit, debit...

  • Page 43
    Table of Contents U.S. clients and their affiliates are subject to dilution through an adjustment to the conversion rate of the shares of class B common stock to shares of class A common stock. On an as-converted basis, funding of the escrow account had the effect of our repurchasing approximately ...

  • Page 44
    ...of cash access transactions, balances access transactions, balance transfers and convenience checks. Total nominal volume is provided by our clients, subject to verification by Visa. From time to time, previously submitted volume information may be updated. Prior year volume information presented in...

  • Page 45
    ... participation in card programs carrying marks of the Visa brand. Service revenues are primarily assessed using a calculation of pricing applied to the prior quarter's payments volume. Data processing revenues are earned for authorization, clearing, settlement, transaction processing services and...

  • Page 46
    ... income, net represents returns on our fixed-income securities and other investments. Investment income also includes cash dividends received from other cost method investments. Other non-operating income primarily relates to the change in the fair value of the Visa Europe put option. Also included...

  • Page 47
    ...in nominal global payments volume. • Data processing revenues increased during fiscal 2010 due to competitive pricing actions across various geographies which became effective in the second half of fiscal 2009, combined with growth of 14% in the number of transactions processed. Data processing 46

  • Page 48
    ... rate of growth in data processing revenues is representative of sustainable future revenue growth due to the inclusion of these pricing actions, which have largely anniversaried in the fourth quarter of fiscal 2010. However, we will benefit from the inclusion of a full year CyberSource activity...

  • Page 49
    ...contractor fees and employee incentive-related costs in fiscal 2009. • • Network, EDP and communications increased in fiscal 2010 and 2009, reflecting higher fees paid for debit processing services related to processing transactions through non-Visa networks. Advertising, marketing and promotion...

  • Page 50
    ... fiscal 2010, primarily reflecting additional depreciation and amortization on technology and intangible assets acquired in the CyberSource acquisition. The increase also reflects charges related to the new east coast data center and office building that were placed in service during the second half...

  • Page 51
    ...rate in fiscal 2009 primarily due to changes in the geographic mix of our global income, the benefit of tax incentives in Singapore, our largest operating hub outside the U.S., the nontaxable revaluation of the Visa Europe put option in fiscal 2010, and the additional foreign tax related to the sale...

  • Page 52
    Table of Contents Cash Flow Data This table summarizes cash flow activity for the following fiscal years: 2010 2009 (in millions) 2008 Total cash provided by (used in): Operating activities Investing activities Financing activities Effect of exchange rate changes on cash and cash equivalents (...

  • Page 53
    ...shares of our class B and class C common stock and certain of our clients and affiliates of our clients. Loans under the five-year facility may be in the form of: (1) Base Rate Advance, which will bear interest at a rate equal to the higher of the Federal Funds Rate plus 0.5% and the Bank of America...

  • Page 54
    ...2012. Escrow account. We maintain an escrow account for use in the payment of covered litigation matters. When the Company funds the escrow account, the shares of class B common stock held by our stockholders are subject to dilution through an adjustment to the conversion rate of the shares of class...

  • Page 55
    ...our board of directors. Class B and class C common stock will share ratably on an as-converted basis in such future dividends. Visa Europe put option. We have granted Visa Europe a perpetual put option which, if exercised, will require us to purchase all of the outstanding shares of capital stock of...

  • Page 56
    ... option, the ultimate purchase price could be several billion dollars or more. Pension and other postretirement benefits. We sponsor various qualified and nonqualified defined benefit pension plans which generally provide benefits based on years of service, age and eligible compensation. Employees...

  • Page 57
    ...and Indemnifications In 2001, Visa International entered into a 20-year lease agreement for premises in London to be occupied by Visa Europe and what is now the headquarters for our Central and Eastern Europe, Middle East and Africa operations. The lease is assigned to Visa Europe Services, Inc., or...

  • Page 58
    ...customer to honor Visa cards, traveler's cheques, or other instruments processed in accordance with our operating regulations. The amount of the indemnification is unlimited. We maintain global credit settlement risk policies and procedures to manage settlement risk which may require clients to post...

  • Page 59
    ...with clients, merchants and other business partners to build payments volume and to increase product acceptance. These incentives are generally accounted for as reductions of operating revenue or expense where an identifiable benefit can be identified. Certain volume and support incentives are based...

  • Page 60
    ...to volume and support agreements were less than 1% of our total operating revenues. Fair Value-Visa Europe Put Option Critical Estimates. We have granted Visa Europe a perpetual put option under which, if exercised, we are required to purchase all of the share capital of Visa Europe from its members...

  • Page 61
    ..., long-term growth rates or new product innovation. A consistent methodology is applied to a group of comparable public companies used to estimate the forward price-to-earnings multiple applicable to Visa Europe. These estimates therefore are impacted by changes in stock prices and the financial...

  • Page 62
    ... Visa brand, customer relationships and Visa Europe franchise right are intangible assets with indefinite lives, based on our significant market share, history of strong revenue and cash flow performance, and historical retention rates. As a result of acquiring CyberSource in July 2010, we acquired...

  • Page 63
    ...flows, business plans and use of present value techniques. We evaluated our goodwill for impairment on July 1, 2010, and concluded there was no impairment as of that date. Subsequent to this annual assessment, we completed the CyberSource acquisition on July 21, 2010, which resulted in an additional...

  • Page 64
    ... currency exchange rate fluctuations are primarily related to adverse changes in the dollar value of revenues generated from foreign currencydenominated transactions and adverse changes in the dollar value of payments in foreign currencies, primarily for expenses at our non-U.S. locations. We manage...

  • Page 65
    ...foreign currency exchange risk in daily settlement activities. This risk arises from the timing of rate setting for settlement with clients relative to the timing of market trades for balancing currency positions. Risk in settlement activities is limited through daily operating procedures, including...

  • Page 66
    ... Data VISA INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page As of September 30, 2010 and 2009 and for the years ended September 30, 2010, 2009 and 2008 Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated...

  • Page 67
    ... statements and an opinion on the Company's internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain...

  • Page 68
    ... VISA INC. CONSOLIDATED BALANCE SHEETS September 30, 2010 (in millions, except par value data) September 30, 2009 Assets Cash and cash equivalents Restricted cash-litigation escrow (Note 4) Investment securities Trading (Note 5) Available-for-sale (Note 5) Settlement receivable Accounts receivable...

  • Page 69
    ...97 and 131 shares issued and outstanding at September 30, 2010 and September 30, 2009, respectively (Note 16) Additional paid-in capital Class C treasury stock (Note 16) Accumulated income Accumulated other comprehensive loss, net Investment securities, available-for-sale Defined benefit pension and...

  • Page 70
    ...VISA INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended September 30, 2010 2009 (in millions, except per share data) 2008 Operating Revenues Service revenues Data processing revenues International transaction revenues Other revenues Volume and support incentives Total operating revenues...

  • Page 71
    ...VISA INC. CONSOLIDATED STATEMENTS OF OPERATIONS-(Continued) For the Years Ended September 30, 2010 2009 (in millions, except per share data) 2008 Basic weighted average shares outstanding (Note 17) Class A common stock Class B common stock Class C common stock Class C (series I) common stock Class...

  • Page 72
    ...series II) common stock Share-based compensation (Note 18) Cash dividends declared and paid, at a quarterly amount of $0.105 per as-converted share Impact of cash dividend declaration on class C (series II) common stock Special IPO dividends received from costmethod investees (Note 16) Balance as of...

  • Page 73
    ... Controlling Equity (1) Class A Class B Class C (series II) series IV) Capital Stock (Deficit) Loss Interests (Deficit) (in millions, except per share data) Conversion of class C common stock upon sale into public market (Note 16) Share-based compensation (Note 18) Excess tax benefit for share-based...

  • Page 74
    ...), net of tax: Investment securities, available-for-sale Net unrealized (loss) gain (Note 5) Income tax effect Reclassification adjustment for net (gain) loss realized in net income including non-controlling interest Income tax effect Defined benefit pension and other postretirement plans Income tax...

  • Page 75
    ... Settlement payable Accrued compensation and benefits Accrued and other liabilities Accrued litigation Member deposits Net cash provided by operating activities Investing Activities Investment securities, available-for-sale: Purchases Proceeds from sales and maturities Distribution from money market...

  • Page 76
    ... of common stock, net of issuance costs of $550 Excess tax benefit for share-based compensation Cash proceeds from exercise of stock options Funding of litigation escrow account-Retrospective Responsibility Plan Payment from litigation escrow account-Retrospective Responsibility Plan Funding of tax...

  • Page 77
    ... consumer credit, debit, prepaid and commercial payments, and facilitates global commerce through the transfer of value and information among financial institutions, merchants, consumers, businesses and government entities. The Company does not issue cards, set fees, or determine the interest rates...

  • Page 78
    ... include the Visa Europe put option. See Note 3-Visa Europe. Effective fiscal 2010, the Company adopted guidance issued by the Financial Accounting Standards Board ("FASB") that allows companies to use net asset value per share as a fair value measurement without further adjustment as a practical...

  • Page 79
    ... rate securities. Trading assets include mutual fund equity security investments related to various employee compensation and benefit plans. The trading activity of these investments is dependent upon the actions of the Company's employees. Interest and dividend income and changes in fair value...

  • Page 80
    ... and payables are stated at cost and are presented gross on the consolidated balance sheets. Customer collateral. The Company holds cash deposits and other non-cash assets from certain clients in order to ensure their performance of settlement obligations arising from credit, debit and travelers...

  • Page 81
    ..., business plans and use of present value techniques. The Company evaluated its indefinite-lived intangible assets for impairment as of July 1, 2010 and concluded there was no impairment as of that date. Finite-lived intangible assets include those acquired in the July 2010 CyberSource acquisition...

  • Page 82
    ... volume is transacted. Data processing revenues represent revenues earned for authorization, clearing, settlement, transaction processing services and other maintenance and support services that facilitate transaction and information processing among the Company's clients globally and Visa Europe...

  • Page 83
    ... with the Visa Europe Framework Agreement (see Note 3-Visa Europe), and fees from cardholder services and licensing and certification. Other revenues also include optional service or product enhancements, such as extended cardholder protection and concierge services. Other revenues are recognized...

  • Page 84
    ... of operations. The functional currency for Visa Canada is the Canadian dollar. Translation from the Canadian dollar to the U.S. dollar is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate...

  • Page 85
    ... issued ASU 2010-06, which requires additional information in the roll-forward of Level 3 assets and liabilities, including the presentation of purchases, sales, issuances and settlements on a gross basis. This ASU impacts disclosures only. The Company will adopt this guidance in the second quarter...

  • Page 86
    ... below. Visa Europe Put Option Agreement. The Company granted Visa Europe a perpetual put option, which if exercised, will require Visa Inc. to purchase all of the outstanding shares of capital stock of Visa Europe from its members. The Company is required to purchase the shares of Visa Europe no...

  • Page 87
    ... used in the calculation include material changes in the P/E ratio of Visa Inc. and those of a group of comparable companies used to estimate the forward price-to-earnings multiple applicable to Visa Europe. In determining the fair value of the put option at September 30, 2010, the Company...

  • Page 88
    ... clients and merchants, and comply with rules relating to the operation of the Visa enterprise. The Company will indemnify Visa Europe for claims arising from activities in the field of financial payment and processing services brought outside Visa Europe's region and Visa Europe will indemnify Visa...

  • Page 89
    ... escrow account. The funds were deposited into the escrow account on October 8, 2010. Price per share 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 amended and restated certificate of incorporation...

  • Page 90
    ... balance. The Company did not record an additional accrual for covered litigation during fiscal 2010. The Company, at the request of the litigation committee, may conduct additional sales of class A common stock in order to increase the size of the escrow account, in which case the conversion rate...

  • Page 91
    ... of the government-sponsored debt securities is based on quoted prices in active markets for similar assets. Foreign exchange derivative instruments are valued using inputs that are observable in the market or can be derived principally from or corroborated with observable market data. There was...

  • Page 92
    ... used to measure fair value during fiscal 2010. The Company granted Visa Europe a perpetual put option which is carried at fair value in accrued liabilities on the consolidated balance sheets with changes in the fair value recorded in the consolidated statements of operations. See Note 3-Visa Europe...

  • Page 93
    ... Fund, was unable to honor the Company's request for a full redemption of its investment in 2008, the Company began accounting for its investment in the Fund under the cost method, and considered it a Level 3 asset for which a market price is not readily determinable. The fair value was estimated by...

  • Page 94
    ... may have the right to prepay certain obligations in advance of the contractual due date. Amortized Cost (in millions) Fair Value September 30, 2010: Due within one year Due after 1 year through 5 years Due after 5 years through 10 years Due after 10 years Total Trading assets $ $ 120 10...

  • Page 95
    ... of CyberSource Corporation, a leading provider of electronic payment, risk management and payment security solutions to online merchants. The combination was executed to accelerate the growth of Visa's eCommerce category and enhance the value of the Company's network, product and service offerings...

  • Page 96
    ... period of three years from the original grant date of the CyberSource options. See Note 18-Share-based Compensation. The Company also expensed as incurred approximately $13 million of acquisition-related costs during fiscal 2010, which consisted primarily of professional fees related to closing the...

  • Page 97
    ... Measurements) Pension asset-(See Note 12-Pension, Postretirement and Other Benefits) Long-term prepaid expenses and other Total $ $ 114 53 30 197 $ $ 102 - 23 125 The money market investment represents the carrying value of the Company's investment in the Reserve Primary Fund, or the Fund...

  • Page 98
    ...right to franchise the use of the Visa brand, use of Visa technology and access to the overall Visa network in the Visa Europe region. The Company did not have any finite-lived intangible assets at September 30, 2009. In July 2010, the Company acquired finite-lived intangible assets from CyberSource...

  • Page 99
    ...Company's indefinite-lived or finite-lived intangible assets during fiscal 2010, 2009 or 2008. Note 10-Accrued and Other Liabilities Accrued liabilities consisted of the following: September 30, 2010 September 30, 2009 (in millions) Visa Europe put option -(See Note 3-Visa Europe) Accrued operating...

  • Page 100
    ... B In December 2002, Visa U.S.A. issued $68 million in series B senior secured notes with a maturity date of ten years. The note is collateralized by the Company's Colorado facility, which consists of two data centers and an office building, in addition to processing assets and developed software...

  • Page 101
    ... in the United States. The Company uses a September 30 measurement date for its pension and postretirement benefit plans. Defined Benefit Pension Plan The defined benefit pension plan benefits are based on years of service, age, and eligible compensation. Employees hired before January 1, 2008 earn...

  • Page 102
    ... year Service cost Interest cost Plan amendments Actuarial loss (gain) Settlements Benefit payments Benefit obligation-end of fiscal year Accumulated benefit obligation Change in Plan Assets: Fair value of plan assets-beginning of fiscal year Actual return on plan assets Company contribution Benefit...

  • Page 103
    ..., end of year Fair value of plan assets, end of year Net periodic pension and other postretirement plan cost: $ 30 - 30 - $ 21 - 739 703 $ $ Pension Benefits Fiscal 2010 2009 2008 (in millions) 2010 Other Postretirement Benefits 2009 2008 Service cost Interest cost Expected return on assets...

  • Page 104
    ... (ii) historical rates of return on various asset classes in the portfolio; (iii) projections of returns on various asset classes; and (iv) current and prospective capital market conditions and economic forecasts. For the net periodic benefit cost for fiscal 2010, rate of increase in compensation is...

  • Page 105
    ... market data of related assets. Collective investment funds. Collective investment funds are unregistered investment vehicles that commingle the assets of multiple fiduciary clients, such as pension and other employee benefits plans, to invest in portfolios of stocks, bonds, or other securities...

  • Page 106
    ...securities (in millions) Balance at October 1, 2009 Actual return on plan assets: Assets held at reporting date Assets sold during the period Transfers in or / and (out) of Level 3 Purchases, sales and settlements-net Balance at September 30, 2010 Cash Flows $ 28 2 - - (4) 26 $ Pension Benefits...

  • Page 107
    ... Guarantee Management The Company indemnifies clients for settlement losses suffered due to failure of any other customer to honor Visa cards, travelers cheques, deposit access products, point-of-sale check service drivers and other instruments processed in accordance with the operating regulations...

  • Page 108
    ... in foreign currency exchange rates. The Company's policy is to enter into foreign exchange forward derivative contracts to manage the variability in expected future cash flows attributable to changes in foreign exchange rates. At September 30, 2010, all derivative instruments outstanding mature...

  • Page 109
    ... will adequately protect against the risks associated with foreign currency fluctuations. Credit and market risks related to derivative instruments were not considered significant at September 30, 2010. Note 15-Enterprise-wide Disclosures and Concentration of Business The Company's long-lived...

  • Page 110
    ...up adjustment prior to the March 2008 IPO, the Company issued different regional classes and series of common stock reflecting the different rights and obligations of the Visa financial institution members and Visa Europe. In the March 2008 IPO, the Company issued approximately 447 million shares of...

  • Page 111
    ..., on October 8, 2010, the Company funded the escrow account with an additional $800 million, which further reduced the conversion rate applicable to class B common stock outstanding from 0.5550 to 0.5102 share of class A common stock per share of class B common stock. This funding had the effect of...

  • Page 112
    ...transfer, each share of class C common stock will automatically convert into a number of shares of class A common stock on a one-to-one basis, subject to adjustments for stock splits, recapitalizations and similar transactions. Share repurchase plan. In October 2009, the Company's board of directors...

  • Page 113
    ... to the number of shares of class B or class C common stock held multiplied by the applicable conversion rate in effect on the record date. Dividends Declared. On October 20, 2010, the Company's board of directors declared a dividend in the aggregate amount of $0.15 per share of class A common stock...

  • Page 114
    ...30, 2010 (in millions, except as noted) share data have been recomputed to conform to current period presentation. As a result of this adoption, fiscal 2009 basic earnings per share for class A and class C common stock decreased from $3.11 (previously reported) to $3.10. There was no other change to...

  • Page 115
    ... they were outstanding. Note 18-Share-based Compensation The Company's 2007 Equity Incentive Compensation Plan, or the EIP, authorizes the compensation committee of the board of directors to grant nonqualified stock options, or options, restricted stock awards, or RSAs, restricted stock units, or...

  • Page 116
    ... share pool. During fiscal 2010, 2009, and 2008, the fair value of each stock option was estimated on the date of grant using a Black-Scholes option pricing model with the following assumptions: Expected term (in years) (2) Risk-free rate of return (3) Expected volatility (4) Expected dividend...

  • Page 117
    ... dividend equivalents but do not participate in the voting rights granted to the holders of the underlying class A common stock. The fair value and compensation cost before estimated forfeitures for RSAs and RSUs is calculated using the closing price of class A common stock on the date of grant...

  • Page 118
    ... the total shareholder return of companies that are included in the Standard & Poor's 500 Index during the approximate two-year period beginning October 28, 2009. The grant-date fair value of these performance-based shares, incorporating the market condition using a Monte Carlo simulation model, was...

  • Page 119
    ... The Company has agreements with clients for various programs designed to build payments volume and increase the acceptance of its products. These agreements, with original terms ranging from one to thirteen years, provide card issuance, and/or conversion, volume targets and marketing and program...

  • Page 120
    ...the services Visa provides or otherwise relating to the Company's performance under the applicable agreement. In October 2010, one of the Company's processing clients tendered a contractual indemnity claim to Visa relating to the Company's customer call center operational practices. Visa's agreement...

  • Page 121
    ...the Company's directors, were officers of entities that participated in (or were affiliated with an entity that participated in) the IPO as underwriters, and one of those entities was also a client. As underwriters, each was offered and purchased 113 million shares of class A common stock at a price...

  • Page 122
    ... 2009 are presented below: 2010 (in millions) 2009 Deferred Tax Assets Accrued compensation and benefits Comprehensive income Investments in joint ventures Accrued litigation obligation Volume and support incentives Net operating loss carryforward Tax credits Federal benefit of state taxes Federal...

  • Page 123
    ... due to changes in the geographic mix of the Company's global income; the benefit of tax incentives in Singapore, the Company's largest operating hub outside the U.S.; the nontaxable revaluation of the Visa Europe put option in fiscal 2010; and the additional foreign tax related to the sale of the...

  • Page 124
    ...U.S. is located in Singapore. It operates under a tax incentive agreement which is effective through September 30, 2014, and may be extended through September 30, 2023, if certain additional requirements are satisfied. The tax incentive agreement is conditional upon certain employment and investment...

  • Page 125
    ..., due to the possible effective settlement on the timing of certain deductions, which would not impact the effective tax rate. The Company's fiscal 2006, 2007 and 2008 U.S. federal income tax returns are currently under examination by the Internal Revenue Service. The Company is also subject to...

  • Page 126
    ... the escrow account balance. The Company did not record an additional accrual for covered litigation during fiscal 2010. The Discover Litigation On October 4, 2004, Discover Financial Services, Inc. filed a complaint against Visa U.S.A., Visa International and MasterCard International Incorporated...

  • Page 127
    ... separate "Indirect Purchaser" Credit/Debit Card Tying Cases, also pending in California state court, Visa entered into a settlement agreement on September 14, 2009. That settlement could potentially have the effect of releasing the claims asserted in the Attridge case, subject to the ruling of the...

  • Page 128
    ..., class plaintiffs filed a Second Consolidated Amended Class Action Complaint. Among other things, this complaint: (i) added new claims for damages and injunctive relief against Visa and the bank defendants regarding interchange reimbursement fees for Visa PIN-debit cards; (ii) added new claims for...

  • Page 129
    ... of New York, In re Visa Check/MasterMoney Antitrust Litigation. Among other claims, the plaintiffs alleged that Visa U.S.A.'s "Honor All Cards" rule, which required merchants that accepted Visa cards to accept for payment every validly presented Visa card, and a similar MasterCard rule, constituted...

  • Page 130
    ... the purchase of goods or services in a foreign currency and the disclosure of that fee (Schwartz). Plaintiffs claimed Visa's currency conversion practices violated California Business & Professions Code Section 17200. Additional California state class actions were filed against Visa U.S.A. and Visa...

  • Page 131
    ...to resolve their investigations. As part of the settlement, Visa will allow U.S. merchants to offer discounts or other incentives to steer customers to a particular form of payment including to a specific network brand or to any card product, such as a "non-reward" Visa credit card. Visa's rules 130

  • Page 132
    ... and offer discounts to customers who choose to pay with cash, check or PIN debit. The new rules will expand U.S. merchants' ability to discount for their preferred form of payment, though they will not be able to pick and choose amongst issuing banks. The settlement agreement does not address Visa...

  • Page 133
    ... SEC plan. Visa U.S.A. voluntarily dismissed its case without prejudice on March 31, 2010. CyberSource securities litigation. On April 29, 2010, an individual named Carol Ann Peters filed a class action lawsuit against CyberSource Corporation ("CyberSource"), certain of its directors, and Visa Inc...

  • Page 134
    ... the purchase price of goods or services from one currency to another at the point of sale, as agreed to by the cardholder and merchant. Visa is cooperating with these regulators with respect to these investigations. Data pass litigation. On August 27, 2010, a consumer filed a class action complaint...

  • Page 135
    ... the appellate ruling. The Supreme Court ordered a new Judge of Appeals to consider the preliminary injunction that prevented Visa from using the Visa Vale trademark in Venezuela. No decision has yet been issued by the new Judge of Appeals. On February 11, 2010, in a separate action on the...

  • Page 136
    ...writ of certiorari on November 9, 2009. TQP Development, LLC-Data Encryption On March 25, 2009, TQP Development, LLC filed a lawsuit against Visa Inc., Visa U.S.A., Visa International and a number of other companies, including American Express, MasterCard and Barclays, in the U.S. District Court for...

  • Page 137
    ... litigation escrow account with $800 million. See Note 4-Retrospective Responsibility Plan. On October 20, 2010, the Company's board of directors declared a dividend in the aggregate amount of $0.15 per share of class A common stock (determined in the case of class B and class C common stock on an...

  • Page 138
    ...01 Fiscal Year $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Quarter Ended (unaudited) Visa Inc. Operating revenues Operating income Net income attributable to Visa Inc. (i) Basic earnings per share Class A common stock Class B common stock (ii) Class C common stock (i) Diluted...

  • Page 139
    ... of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized...

  • Page 140
    ... of Contents 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. During fiscal 2010, there were...

  • Page 141
    ...Proxy Statement. ITEM 10. Directors, Executive Officers and Corporate Governance The information required by this item concerning the Company's directors, executive officers, the Code of Business Conduct and Ethics and corporate governance matters is incorporated herein by reference to the sections...

  • Page 142
    ... independence pursuant to Item 407(a) of Regulation S-K is incorporated herein by reference to the section entitled "Corporate Governance- Independence of Directors" in our Proxy Statement. ITEM 14. Principal Accountant Fees and Services The information required by this Item is incorporated herein...

  • Page 143
    ... 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. 142 (a) The following documents are filed as part...

  • Page 144
    ... Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. VISA INC. By: Name: Title: Date: /s/ Joseph W. Saunders Joseph W. Saunders Chief Executive Officer November 19, 2010...

  • Page 145
    Table of Contents Signature Title Date /s/ Cathy Elizabeth Minehan Cathy Elizabeth Minehan Director Director Director Director Director Director November 19, 2010 November 19, 2010 November 19, 2010 November 19, 2010 November 19, 2010 November 19, 2010 /s/ David J. Pang David J. Pang /s/ ...

  • Page 146
    ... stock of Visa Inc. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A, filed January 28, 2009) Settlement Agreement, dated June 4, 2003, by and among Visa U.S.A. Inc. and Wal-Mart, Limited Brands, Sears, Safeway, Circuit City, National Retail Federation, Food Market...

  • Page 147
    ...the Visa Inc. proxy statement-prospectus on Form S-4 (333-143966) filed on August 22, 2007) Form of Visa Europe Put-Call Option Agreement by and among Visa Inc. and Visa Europe Limited (incorporated by reference to Annex B to Amendment No. 5 of the June 2007 S-4) Office Lease, with effective date of...

  • Page 148
    ....38 to the Annual Report filed on Form 10-K for the year ended September 30, 2009 (the "September 2009 10-K")) Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for members of the ELT who have Employment Agreements (incorporated by reference to Exhibit 10.39...

  • Page 149
    ... 2010 Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.1 to the September 2008 10-K) List of Subsidiaries of Visa Inc. Consent of KPMG LLP, Independent Registered Public Accounting Firm Certification of the Chief Executive...

  • Page 150
    ... with Rule 402 of Regulation S-T, the information in these exhibits shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement...

  • Page 151
    ... Compensation Plan (the "Plan"), the Company hereby grants to the Participant, pursuant to the Plan, the right and option (the "Option") to purchase all or any part of the number of shares of Class A Common Stock of the Company ("Shares") set forth in the Grant Notice at the Option Price per Share...

  • Page 152
    ... anniversary of such Change of Control, the Participant terminates his or her employment for Good Reason (as defined below), then the Option shall thereafter be exercisable for all or any portion of the full number of Shares available for purchase under the Option until the Expiration Date . For the...

  • Page 153
    ...provisions of the Plan and this Agreement, and shall not give the Participant any express or implied right to be retained in the employment or service of the Company or any Subsidiary or Affiliate for any period or in any particular position or at any particular rate of compensation, nor restrict in...

  • Page 154
    ...rules, policies and regulations as may from time to time be adopted by the Committee. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant's written request to the Company at 900 Metro Center Blvd., Foster City, California 94404, Attention: Stock Plan...

  • Page 155
    ... other benefit plan or other contract or arrangement maintained by the Company or any Subsidiary or Affiliate. 14. Clawback Policy. Notwithstanding any other provision of this Agreement to the contrary, any cash incentive compensation received by the Participant, Option granted and/or Shares issued...

  • Page 156
    ... to purchase Shares in accordance with the terms of the Visa Inc. 2007 Equity Incentive Compensation Plan (the "Plan") and the Stock Option Award Agreement (the "Agreement") attached hereto. Nonqualified Stock Option Grant Date: Option Price per Share: Number of...

  • Page 157
    ... have the meaning set forth in the Visa Inc. 2007 Equity Incentive Compensation Plan (the "Plan"). 2. Grant of the Restricted Stock. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, the number of Shares of...

  • Page 158
    ... of the Change of Control, the Participant terminates his or her employment for Good Reason (as defined below), then the Period of Restriction shall immediately lapse as to the full number of Shares of Restricted Stock. For the avoidance of doubt, Section 14.1(b) of the Plan shall not apply...

  • Page 159
    ... any portion of this award of Restricted Stock pursuant to Section 83(b) of the Code, the Participant agrees to deliver a copy of such election to the Company at the time such election is filed with the Internal Revenue Service. Regardless of any action the Company, an Affiliate and /or a Subsidiary...

  • Page 160
    ... be provided to the Participant upon the Participant's written request to the Company at 900 Metro Center Blvd., Foster City, California 94404, Attention: Stock Plan Administrator. 10. Certain Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below:

  • Page 161
    ...shall apply until the date on which such employment agreement expires. (b) "Good Reason" shall have the meaning set forth in the Executive Severance Plan; provided that, if at the Grant Date, the Participant is party to an effective employment agreement with the Company, a Subsidiary or an Affiliate...

  • Page 162
    ... any other benefit plan or other contract or arrangement maintained by the Company or any Subsidiary or Affiliate. 14. Clawback Policy. Notwithstanding any other provision of this Agreement to the contrary, any cash incentive compensation, Restricted Stock granted and/or Shares issued hereunder, and...

  • Page 163
    ... of common stock of the Company in accordance with the terms of the Visa Inc. 2007 Equity Incentive Compensation Plan (the "Plan") and the Restricted Stock Award Agreement ("Agreement") attached hereto. Grant Date: Number of Shares of Restricted Stock: The...

  • Page 164
    ... have the meaning set forth in the Visa Inc. 2007 Equity Incentive Compensation Plan (the "Plan"). 2. Grant of the Restricted Stock Units. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, the number of...

  • Page 165
    ...the date of such lapse, the Company shall cause to be delivered to the Participant (a) the full number of Shares underlying the Restricted Stock Units as to which such portion of the Period of Restriction has so lapsed, (b) a cash payment determined by reference to the then-current Fair Market Value...

  • Page 166
    ... shall have the meanings set forth below: (a) "Cause" shall have the meaning set forth in the Visa Inc. Executive Severance Plan (the "Executive Severance Plan"); provided that, if at the Grant Date, the Participant is party to an effective employment agreement with the Company, a Subsidiary or an...

  • Page 167
    ... under the Securities Act ("Rule 144"), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an "affiliate" of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the...

  • Page 168
    Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. To the extent that the terms of this Agreement and the Policy or any similar policy ...

  • Page 169
    ... and shall lapse on the corresponding date listed in the "Vesting Date" column below. Shares on Vesting Date However, in the event of your termination of employment by the Company without Cause, by you for Good Reason following a Change of Control or due to your death, Disability...

  • Page 170
    ... 10.43 Form of Performance Share Award Agreement - CEO VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN Performance Share Award Agreement This PERFORMANCE SHARE AWARD AGREEMENT (this "Agreement"), dated November 5, 2010 (the "Grant Date"), is by and between VISA INC. (the "Company") and

  • Page 171
    ...following the close of the Company's 2012 fiscal year, ranked against the total shareholder return over the same two year period for each of the companies that comprise the S&P 500 Index. Total shareholder return will be calculated using a beginning price equal to the trading volume weighted average...

  • Page 172
    ... Rank shall never exceed 125%. The product of the Base Percentage Performance Shares Earned and the Adjustment Multiplier shall be limited to a maximum of 200% and is then multiplied by the grant amount to determine the number of Performance Shares earned. (iv) Notification. As soon as practicable...

  • Page 173
    ... and all of the Performance Shares that have not vested as the date of such Separation from Service shall be forfeited. 5. Change of Control. (a) This Section 5(a) applies (I) only in the event that (A) a Change of Control has occurred prior to November 30, 2013, and (B) the Participant's Separation...

  • Page 174
    ... any rights to dividends or other rights as a shareholder with respect to any such Shares, until and after such Shares, if any, have been actually issued in satisfaction of the Company's obligations under this Award, in the time and manner specified in Section 2, and such Shares are transferred on...

  • Page 175
    ...provisions of the Plan and this Agreement, and shall not give the Participant any express or implied right to be retained in the employment or service of the Company or any Subsidiary or Affiliate for any period or in any particular position or at any particular rate of compensation, nor restrict in...

  • Page 176
    ... shall have the meanings set forth below: (a) "Cause" shall have the meaning set forth in the Visa Inc. Executive Severance Plan (the "Executive Severance Plan"); provided that, if at the Grant Date, the Participant is party to an effective employment agreement with the Company, a Subsidiary or an...

  • Page 177
    ... under the Securities Act ("Rule 144"), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an "affiliate" of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the...

  • Page 178
    ... cash incentive compensation received by the Participant, Performance Shares granted and/or Shares issued hereunder, and/or any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with...

  • Page 179
    ...Award Agreement - Executives with employment contracts VISA INC. 2007 EQUITY INCENTIVE COMPENSATION PLAN Performance Share Award Agreement This PERFORMANCE SHARE AWARD AGREEMENT (this "Agreement"), dated November 5, 2010 (the "Grant Date"), is by and between VISA INC. (the "Company") and

  • Page 180
    ...following the close of the Company's 2012 fiscal year, ranked against the total shareholder return over the same two year period for each of the companies that comprise the S&P 500 Index. Total shareholder return will be calculated using a beginning price equal to the trading volume weighted average...

  • Page 181
    ... Rank shall never exceed 125%. The product of the Base Percentage Performance Shares Earned and the Adjustment Multiplier shall be limited to a maximum of 200% and is then multiplied by the grant amount to determine the number of Performance Shares earned. (iv) Notification. As soon as practicable...

  • Page 182
    ... and all of the Performance Shares that have not vested as the date of such Separation from Service shall be forfeited. 5. Change of Control. (a) This Section 5(a) applies (I) only in the event that (A) a Change of Control has occurred prior to November 30, 2013, and (B) the Participant's Separation...

  • Page 183
    ... any rights to dividends or other rights as a shareholder with respect to any such Shares, until and after such Shares, if any, have been actually issued in satisfaction of the Company's obligations under this Award, in the time and manner specified in Section 2, and such Shares are transferred on...

  • Page 184
    ...provisions of the Plan and this Agreement, and shall not give the Participant any express or implied right to be retained in the employment or service of the Company or any Subsidiary or Affiliate for any period or in any particular position or at any particular rate of compensation, nor restrict in...

  • Page 185
    ... shall have the meanings set forth below: (a) "Cause" shall have the meaning set forth in the Visa Inc. Executive Severance Plan (the "Executive Severance Plan"); provided that, if at the Grant Date, the Participant is party to an effective employment agreement with the Company, a Subsidiary or an...

  • Page 186
    ...after the Grant Date, you will have accepted this Award and agreed to the terms and conditions set forth in this Agreement and the terms and conditions of the Plan. 17. Clawback Policy. Notwithstanding any other provision of this Agreement to the contrary, any cash incentive compensation received by...

  • Page 187
    ... Compensation Plan (the "Plan"), the Company hereby grants to the Participant, pursuant to the Plan, the right and option (the "Option") to purchase all or any part of the number of shares of Class A Common Stock of the Company ("Shares") set forth in the Grant Notice at the Option Price per Share...

  • Page 188
    ...of the full number of Shares available for purchase under the Option until the first anniversary of the date of such Termination. For the avoidance of doubt, Section 14.1(a) of the Plan shall not apply to the Option to the extent such provision conflicts with this Section 4(e). (f) Business Days. If...

  • Page 189
    ...rules, policies and regulations as may from time to time be adopted by the Committee. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant's written request to the Company at 900 Metro Center Blvd., Foster City, California 94404, Attention: Stock Plan...

  • Page 190
    ... the Corporation or a Subsidiary in the Participant's annual target bonus opportunity from that in effect immediately prior to the Change of Control; or (iii) the Company, a Subsidiary or an Affiliate requires the Participant to change the Participant's principal location of work to a location that...

  • Page 191
    ...any cash incentive compensation received by the Participant, Restricted Stock granted and/or Shares issued hereunder, and/or any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with...

  • Page 192
    ... to purchase Shares in accordance with the terms of the Visa Inc. 2007 Equity Incentive Compensation Plan (the "Plan") and the Stock Option Award Agreement ( the "Agreement" ) attached hereto. Nonqualified Stock Option Grant Date: Option Price per Share: Number...

  • Page 193
    ... have the meaning set forth in the Visa Inc. 2007 Equity Incentive Compensation Plan (the "Plan"). 2. Grant of the Restricted Stock Units. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, the number of...

  • Page 194
    ... nor have any rights to dividends or other rights as a shareholder with respect to any such Shares, until and after such Shares, if any, have been actually issued to the Participant and transferred on the books and records of the Company or its agent in accordance with the terms of the Plan and this...

  • Page 195
    ... the Participant's written request to the Company at 900 Metro Center Blvd., Foster City, California 94404, Attention: Stock Plan Administrator. 10. Certain Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) "Cause" means: (i) engaging in...

  • Page 196
    ... under the Securities Act ("Rule 144"), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an "affiliate" of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the...

  • Page 197
    ...after the Grant Date, you will have accepted your Restricted Stock Units award and agreed to the terms and conditions set forth in this Agreement and the terms and conditions of the Plan. You can access this on-line form through your account at eac.schwab.com. Type of Award: Grant ID: Grant: Period...

  • Page 198
    ... Name Advanced Resolution Services, Inc. Authorize.Net LLC Compañía Mexicana de Mercadotecnia y Publicidad, S. de R.L. de C.V. CyberSource Corporation CyberSource GmbH CyberSource International, Inc. CyberSource K.K. CyberSource Ltd. CyberSource NI Ltd. CYBS Singapore PTE Ltd. Debit Processing...

  • Page 199
    Name State or Country of Incorporation or Organization Visa Land Development I, L.P. Visa Land Development II, L.P. Visa Processing Service (India) Private Limited Visa Processing Service Pte. Limited Visa Resources Visa Sub-Saharan Africa (Proprietary) Limited Visa U.S.A. Inc. Visa Worldwide (...

  • Page 200
    ... Registered Public Accounting Firm The Board of Directors and Stockholders Visa Inc. and subsidiaries: We consent to the incorporation by reference in the registration statements (No. 333-150426 and No. 333-157191) on Form S-8 and (No. 333-159001) on Form S-3 of Visa Inc. (the Company) of our report...

  • Page 201
    ... financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules...

  • Page 202
    ... financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules...

  • Page 203
    ... Exchange Act of 1934, as amended; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Joseph W. Saunders Joseph W. Saunders Chief Executive Officer and Chairman of the Board of Directors Date...

  • Page 204
    ...or 15(d) of the Securities Exchange Act of 1934, as amended; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Byron H. Pollitt Byron H. Pollitt Chief Financial Officer Date: November 19, 2010