4. Diseño metodológico
4.2. Tipo de estudio
4.2.2. Diálogos y registro del conocimiento de la comunidad
The information required by this Item is incorporated herein by reference to the section entitled
PART IV ITEM 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report: 1. Consolidated Financial Statements
See Index to Consolidated Financial Statements inItem 8—Financial Statements and Supplementary Dataof 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:
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
VISA INC.
By: /s/ Charles W. Scharf Name: Charles W. Scharf Title: Chief Executive Officer Date: November 20, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:
Signature Title Date
/s/ Charles W. Scharf Chief Executive Officer andDirector November 20, 2014
Charles W. Scharf (principal executive officer)
/s/ Byron H. Pollitt Chief Financial Officer November 20, 2014
Byron H. Pollitt (principal financial officer and
principal accounting officer)
/s/ Robert W. Matschullat Independent Chair November 20, 2014
Robert W. Matschullat
/s/ Mary B. Cranston Director November 20, 2014
Mary B. Cranston
/s/ Francisco Javier Fernández-Carbajal Director November 20, 2014
Francisco Javier Fernández-Carbajal
/s/ Alfred F. Kelly, Jr. Director November 20, 2014
Alfred F. Kelly, Jr.
/s/ Cathy E. Minehan Director November 20, 2014
Cathy E. Minehan
/s/ Suzanne Nora Johnson Director November 20, 2014
Suzanne Nora Johnson
/s/ David J. Pang Director November 20, 2014
David J. Pang
/s/ William S. Shanahan Director November 20, 2014
William S. Shanahan
/s/ John A. C. Swainson Director November 20, 2014
John A. C. Swainson
/s/ Maynard G. Webb, Jr. Director November 20, 2014
EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Description Form File Number Exhibit Number Filing Date
3.1 Fifth Amended and Restated
Certificate of Incorporation of Visa Inc.
8-K 001-33977 3.1 12/17/2008
3.2 Certificate of Correction of the Fifth Amended and Restated Certificate of Incorporation of Visa Inc.
10-Q 001-33977 3.1 7/30/2009
3.3 Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of Visa Inc. to Declassify the Board of Directors
8-K 001-33977 3.1 1/31/2011
3.4 Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of Visa Inc. to Implement a Majority Vote Standard in
Uncontested Elections of Directors
8-K 001-33977 3.2 1/31/2011
3.5 Amended and Restated Bylaws 8-K 001-33977 3.1 10/25/2012 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 The instruments defining the rights of holders of long-term debt securities of Visa Inc. and its subsidiaries have been omitted(1)
N/A N/A N/A N/A
10.1 Form of Indemnity Agreement S-4/A 333-143966 10.4 8/2/2007 10.2 Form of Indemnity Agreement 8-K 001-33977 10.1 10/25/2012 10.3 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
10.4 Form of Visa Europe Put-Call Option Agreement between Visa Inc. and Visa Europe Limited
Incorporated by Reference Exhibit Number Exhibit Description Form File Number Exhibit Number Filing Date
10.5 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
10.6 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
10.7 364-Day Revolving Credit Agreement, dated January 29, 2014, by and among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Bank of America, N.A., as administrative agent, JP Morgan Chase Bank N.A., as syndication agent, and the lenders referred to therein
10-Q 001-33977 10.1 4/24/2014
10.8 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
10.9 Interchange Judgment Sharing Agreement Schedule
8-K 001-33977 10.2 2/8/2011
10.10 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
10.11 Loss Sharing Agreement Schedule 8-K 001-33977 10.1 2/8/2011 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
Incorporated by Reference Exhibit Number Exhibit Description Form File Number Exhibit Number Filing Date
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
10.15 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
10.16* Visa 2005 Deferred Compensation Plan, effective as of January 1, 2005
S-4/A 333-143966 10.1 7/24/2007
10.17*+ Visa Directors Deferred Compensation Plan, as amended and restated as of July 22, 2014
10.18*+ Visa Inc. 2007 Equity Incentive Compensation Plan, as amended and restated as of October 22, 2014 10.19* Visa Inc. Incentive Plan, as amended
and restated as of January 27, 2011
8-K 001-33977 10.1 1/31/2011
10.20* Visa Excess Thrift Plan, as amended and restated as of January 1, 2008
10-K 001-33977 10.31 11/21/2008
10.21* Visa Excess Retirement Benefit Plan, as amended and restated as of January 1, 2008
10-K 001-33977 10.32 11/21/2008
10.22* 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
10.23* Visa Inc. Executive Severance Plan, effective as of November 3, 2010
Incorporated by Reference Exhibit Number Exhibit Description Form File Number Exhibit Number Filing Date
10.24* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2011
10-K 001-33977 10.35 11/18/2011
10.25* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2011
10-K 001-33977 10.36 11/18/2011
10.26* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2011
10-K 001-33977 10.37 11/18/2011
10.27* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for executive officers, other than the CEO, for awards granted after November 1, 2011
10-K 001-33977 10.39 11/18/2011
10.28* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO, for awards granted after November 1, 2012
10-Q 001-33977 10.4 2/6/2013
10.29* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO, for awards granted after November 1, 2012
10-Q 001-33977 10.5 2/6/2013
10.30* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for executive officers, other than the CEO, with limited vesting upon termination for awards granted after November 1, 2012
10-Q 001-33977 10.6 2/6/2013
10.31* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Agreement for executive officers, other than the CEO, with limited vesting upon termination for awards granted after November 1, 2012
10-Q 001-33977 10.7 2/6/2013
10.32* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 2013
Incorporated by Reference Exhibit Number Exhibit Description Form File Number Exhibit Number Filing Date
10.33* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for awards granted after November 18, 2013
10-Q 001-33977 10.2 1/30/2014
10.34* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 18, 2013
10-Q 001-33977 10.3 1/30/2014
10.35* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 18, 2013
10-Q 001-33977 10.4 1/30/2014
10.36* Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 2013
10-Q 001-33977 10.5 1/30/2014
10.37* Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for awards granted after November 18, 2013
10-Q 001-33977 10.6 1/30/2014
10.38* Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 18, 2013
10-Q 001-33977 10.7 1/30/2014
10.39* Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 18, 2013
10-Q 001-33977 10.8 1/30/2014
10.40*+ Form of Visa Inc. 2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2014
10.41*+ Form of Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2014
10.42*+ Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Award Agreement for awards granted after November 1, 2014
10.43*+ Form of Visa Inc. 2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2014
Incorporated by Reference Exhibit Number Exhibit Description Form File Number Exhibit Number Filing Date
10.44*+ Form of Visa Inc. 2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2014
10.45*+ Form of Alternate Visa Inc. 2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2014 10.46*+ Form of Alternate Visa Inc. 2007 Equity
Incentive Compensation Plan Restricted Stock Award Agreement for awards granted after November 1, 2014 10.47*+ Form of Alternate Visa Inc. 2007 Equity
Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2014
10.48* Form of Letter Agreement relating to Visa Inc. Executive Severance Plan
8-K 001-33977 10.2 11/9/2010
10.49* Offer Letter, dated October 23, 2012, between Visa Inc. and Charles W. Scharf
8-K 001-33977 99.2 10/24/2012
10.50* Aircraft Time Sharing Agreement, dated November 7, 2012, between Visa Inc. and Charles W. Scharf
8-K 001-33977 10.1 11/9/2012
10.51*+ Amendment No. 1 to the Aircraft Time Sharing Agreement, effective December 13, 2013, between Visa Inc. and Charles W. Scharf
10.52* Offer Letter, dated May 20, 2013, between Visa Inc. and Ryan McInerney
8-K 001-33977 99.2 5/23/2013
10.53*+ Sign-On Bonus Agreement, dated May 22, 2013, between Visa Inc. and Ryan McInerney
10.54*+ Offer Letter, dated November 6, 2013, between Visa Inc. and Rajat Taneja 10.55*+ Sign-On Bonus Agreement, dated
November 12, 2013, between Visa Inc. and Rajat Taneja
12.1+ Statement of Computation of Ratio of Earnings to Fixed Charges
21.1+ List of Significant Subsidiaries of Visa Inc.
Incorporated by Reference Exhibit Number Exhibit Description Form File Number Exhibit Number Filing Date 23.1+ Consent of KPMG LLP, Independent Registered Public Accounting Firm 31.1+ Certification of the Chief Executive Officer
pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+ Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+ Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+ Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
(1) We have agreed to furnish to the SEC, upon request, a copy of each instrument.
† 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.
Robert W. Matschullat (Independent Chair) Former Vice Chairman and Chief Financial Offi cer The Seagram Company Limited
Charles W. Scharf
Chief Executive Offi cer Visa Inc.
Mary B. Cranston
Retired Senior Partner
Pillsbury Winthrop Shaw Pittman LLP
Francisco Javier Fernández-Carbajal
Former Chief Executive Offi cer Corporate Development Division Grupo Financiero BBVA Bancomer, S.A.
Alfred F. Kelly, Jr.
Former President
American Express Company
Former President and Chief Executive Offi cer 2014 NY/NJ Super Bowl Host Company
Cathy E. Minehan
Dean of School of Management Simmons College
Former President
Federal Reserve Bank of Boston
Suzanne Nora Johnson
Former Vice Chairman
The Goldman Sachs Group, Inc.
David J. Pang
Chief Executive Offi cer
Kerry Group Kuok Foundation Limited Chairman SCMP Group Limited William S. Shanahan Former President Colgate-Palmolive Company John A. C. Swainson
President, Software Group Dell, Inc.
Maynard G. Webb, Jr.
Founder
Webb Investment Network Co-Founder
Everwise Corporation
Charles W. Scharf
Chief Executive Offi cer
Antonio Lucio
Chief Brand Offi cer
Jim McCarthy
Innovation and Strategic Partnerships
Kelly Mahon Tullier
General Counsel
Ryan McInerney
President
Byron Pollitt
Chief Financial Offi cer
Ellen Richey
Vice Chairman Risk and Public Policy
Michael Ross
Human Resources
William M. Sheedy
Strategy, M&A, and Government Relations
Rajat Taneja
Technology, Engineering and Innovation
Mahesh Aditya
Chief Risk Offi cer
Jack Carsky Investor Relations Ariela St. Pierre Corporate Secretary
Board of Directors
Management Team
Corporate Headquarters
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128-8999 USA
+1 650 432 3200
http://corporate.visa.com
Investor Relations
Visa Inc.
[email protected]
+1 650 432 7644
http://investor.visa.com
Media Relations
Visa Inc.
[email protected]
+1 650 432 2990
http://corporate.visa.com
Corporate Secretary
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128-8999 USA
[email protected]
Independent Registered
Public Accounting Firm
KPMG LLP
Transfer Agent
Wells Fargo Shareowner Services
P.O. Box 64854
St. Paul, MN 55164-0854 USA
+1 651 306 4433 or +1 866 456 9417
+1 651 554 3863 Fax
http://shareowneronline.com
Printed in the USA Please recycle © 2014 Visa. All rights reserved.