What the changes say
- Visa faces heightened scrutiny over interchange fees, national real-time payment platforms, and cross-border data flows.
- Global regulatory expansion now encompasses AI, corporate sustainability mandates, and evolving domestic payment preferences.
What changed since the prior 10-K
New
- NewRegulatory Risks
Arab Emirates), to lessen dependence on the U.S. dollar and on Western payments systems by, among other things, integrating payments systems and cards across member countries
Central banks developing national real-time payment networks like the U.S. FedNow Service and digital currencies could disintermediate Visa’s payment volumes.
- NewBusiness Risks
could have lasting impacts on the region and its economies, which could adversely affect our business. Changes in geopolitical conditions also increase the security risks described elsewhere in these risk factors
Geopolitical conflicts, pandemics, and extreme weather events can reduce cross-border travel, consumer spending, and international transaction revenue.
- NewBusiness Risks
Our ability to adjust to evolving corporate responsibility and sustainability (CRS) matters and related regulations could adversely affect our business and financial results or negatively impact our reputation
New sustainability and climate reporting rules, such as the EU CSRD and California climate laws, increase compliance costs and reputational risks.
Dropped
- DroppedRegulatory Risks
requirement to separate scheme and processing adds costs and impacts the execution of our commercial, innovation and product strategies
- DroppedBusiness Risks
Our aspirations to address corporate responsibility and sustainability (CRS) matters and considerations could adversely affect our business and financial results or negatively impact our reputation
Reworded
- 70% rewrittenRegulatory Risks
Laws and regulations regarding the handling of personal data, including laws and regulations related to privacy, cybersecurity and AI, may impede our services or result in increased costs, legal claims or fines against us
Added specific references to AI alongside privacy and cybersecurity laws, noting requirements to modify data processing practices.
- 66% rewrittenRegulatory Risks
Increased scrutiny and regulation of the global payments industry, including with respect to interchange reimbursement fees, merchant discount rates, operating rules, risk management protocols and other related practices, could harm our business
Abbreviated interchange reimbursement fees to IRFs throughout the risk factor text.
- 65% rewrittenBusiness Risks
Global economic, political, market, health and social events or conditions may harm our business
Truncated macroeconomic conditions text ending abruptly after the U.S.
- 58% rewrittenBusiness Risks
We face intense competition in our industry
Retained existing wording on intense competition with alternative payment methods and digital wallets.
- 55% rewrittenRegulatory Risks
Government-imposed obligations and/or restrictions on international payments systems may prevent us from competing against providers in certain countries, including significant markets such as China and India
Corrected acceptance terminology in China by changing acceptance mark to acceptance market.
- 41% rewrittenTechnology and Cybersecurity Risks
A disruption, failure or breach of our networks or systems, including as a result of cyber incidents or attacks, could harm our business
Added advanced cyber threats, social engineering, phishing, deepfake schemes, and synthetic media as potential system disruption vectors.
- 39% rewrittenBusiness Risks
Sellers’ and processors’ continued push to lower acceptance costs and challenge industry practices could harm our business
Replaced the term merchants with sellers throughout the risk factor.
Was: Merchants’ and processors’ continued push to lower acceptance costs and challenge industry practices could harm our business
- 37% rewrittenRegulatory Risks
We are subject to complex and evolving global regulations that could harm our business and financial results
Added that complex global regulations may increase in response to heightened geopolitical tensions, while removing intellectual property sharing mentions.
- 36% rewrittenTechnology and Cybersecurity Risks
We may be unable to attract, hire and retain a highly qualified workforce, including key management
Was: We may be unable to attract, hire and retain a highly qualified and diverse workforce, including key management
- 35% rewrittenTechnology and Cybersecurity Risks
Delaware law, provisions in our certificate of incorporation and bylaws, and our capital structure could make a merger, takeover attempt or change in control difficult
- 25% rewrittenBusiness Risks
Our net revenue and profits are dependent on our client and seller base, which may be costly to win, retain and develop
Was: Our net revenue and profits are dependent on our client and merchant base, which may be costly to win, retain and develop
All 23 risk factors
Headings as the filing states them, in filing order.
Regulatory Risks
- 01We are subject to complex and evolving global regulations that could harm our business and financial results37% rewritten
- 02Increased scrutiny and regulation of the global payments industry, including with respect to interchange reimbursement fees, merchant discount rates, operating rules, risk management protocols and other related practices, could harm our business66% rewritten
- 03Government-imposed obligations and/or restrictions on international payments systems may prevent us from competing against providers in certain countries, including significant markets such as China and India55% rewritten
- 04Arab Emirates), to lessen dependence on the U.S. dollar and on Western payments systems by, among other things, integrating payments systems and cards across member countriesNew
- 05Laws and regulations regarding the handling of personal data, including laws and regulations related to privacy, cybersecurity and AI, may impede our services or result in increased costs, legal claims or fines against us70% rewritten
- 06We may be subject to tax examinations or disputes, or changes in tax laws
- 07We may be adversely affected by the outcome of litigation or investigations
Business Risks
- 08We face intense competition in our industry58% rewritten
- 09Our net revenue and profits are dependent on our client and seller base, which may be costly to win, retain and develop25% rewritten
- 10Sellers’ and processors’ continued push to lower acceptance costs and challenge industry practices could harm our business39% rewritten
- 11We depend on relationships with financial institutions, acquirers, processors, sellers, payment facilitators, ecommerce platforms, fintechs and other third parties
- 12Our business could be harmed if we are not able to maintain and enhance our brand, if events occur that have the potential to damage our brand or reputation, or if we experience brand disintermediation
- 13Global economic, political, market, health and social events or conditions may harm our business65% rewritten
- 14could have lasting impacts on the region and its economies, which could adversely affect our business. Changes in geopolitical conditions also increase the security risks described elsewhere in these risk factorsNew
- 15Our ability to adjust to evolving corporate responsibility and sustainability (CRS) matters and related regulations could adversely affect our business and financial results or negatively impact our reputationNew
- 16Our indemnification obligation to fund settlement losses of our clients exposes us to significant risk of loss and may reduce our liquidity
Technology and Cybersecurity Risks
- 17Failure to anticipate, adapt to, or keep pace with, new technologies in the payments industry could harm our business and impact future growth
- 18A disruption, failure or breach of our networks or systems, including as a result of cyber incidents or attacks, could harm our business41% rewritten
- 19We may not achieve the anticipated benefits of our acquisitions, joint ventures or strategic investments, and may face risks and uncertainties as a result
- 20We may be unable to attract, hire and retain a highly qualified workforce, including key management36% rewritten
- 21The conversions of our class B-1, B-2 and class C common stock or series A, B and C preferred stock into shares of class A common stock would result in voting dilution to, and could adversely impact the market price of our existing class A common stock
- 22Holders of our class B-1, B-2 and C common stock and series A, B and C preferred stock may have different interests than our class A common shareholders concerning certain significant transactions
- 23Delaware law, provisions in our certificate of incorporation and bylaws, and our capital structure could make a merger, takeover attempt or change in control difficult35% rewritten
Other Visa 10-Ks
- FY2024 10-K risk factors22 risks
Visa's risk profile is heavily weighted toward global regulatory scrutiny of interchange fees and cross-border operations. The company faces intense competition, heavy reliance on financial institution clients, and cybersecurity threats to its processing networks. Complex multi-class stock structures and potential tax or litigation disputes also present notable risks.
Filed Nov 13, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.