SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
January 20,2011
Joseph W. Saunders
Chief Executive Officer
Visa, Inc.
P.O. Box 8999
San Francisco, CA 94128-8999
Re: Visa, Inc.
Form 10-K for the Fiscal Year Ended September 30,2010
Filed on November 19, 2010
Form 8-K
Filed on November 15, 2010
File No. 001-33977
Dear Mr. Saunders:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you wil provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30,2010
Item 1. Business
Governent Regulation
Anti-Money Laundering and Anti-Terrorism, page 15
1. We note your disclosure that you are subject to OFAC regulations that restrict financial
dealings with Cuba, Iran, Myanmar and Sudan. Please tell us why you have not included
disclosure of restrictions related to Syria.
2. Please update us on your contacts with Iran, Syra, Sudan and Cuba, countries identified
by the U.S. State Department as state sponsors of terrorism, since your letters to us of
August 21,2007 and February 4,2008. For instance, we note from a September 2008

Joseph W. Saunders
Visa, Inc.
Januar 20, 2011
Page 2
news article that you extended your Money Transfer service to cardholders in Indonesia
and Singapore, making it easier and more secure for people in 13 countres in Europe,
Asia and the Middle East including Syra and several other countries to send and receive
fuds. We note that your website lists 10 branches of the Commercial Ban of Syra
under the A TM locator section. Your response should describe any agreements,
commercial arrangements, or other contracts you have had with the governents of Iran,
Syra, Sudan or Cuba, or entities controlled by these governents.
In your response, please include a discussion of indirect contacts with these countres
whether through affiliates, parners, clients or other indirect arrangements; For instance,
we note from an October 2008 news release on your website that HSBC launched a Visa
payWave-enabled debit card in the Middle East which represents an expansion of
HSBC's current credit card issuing relationship with Visa. According to the news
release, HSBC was to begin issuing the Visa cards by early 2009 and we note that HSBC
has business contacts with Iran and Sudan including having a representative office in
Iran. We also note from an October 2009 news article that you and the National Ban of
Kuwait partnered with Zain, a telecommunications operator in the Middle East and
Afrca to launch the first Near Field Communication mobile payment trial in the Persian
Gulf. Zain provides communications services in Iran, Syra and Sudan and the National
Bank of Kuwait began obtaining licenses to open a branch in Syra and has helped
arange funding for an expansion of a telecom company's business operations in Sudan.
3. Please discuss the materiality of your contacts with Iran, Cuba, Syra or Sudan, as
applicable described in response to our prior comment and whether those contacts
constitute a material investment risk for your security holders. You should address
materiality in quantitative terms, including the approximate dollar amounts of any
associated revenues, assets, and liabilities for the last three fiscal years and subsequent
interim period. Also, address materiality in terms of qualitative factors that a reasonable
investor would deem important in making an investment decision, including the potential
impact of corporate activities upon a company's reputation and share value. As you may
be aware, various state and municipal governents, universities, and other investors have
proposed or adopted divestment or similar initiatives regarding investment in companies that
do business with U.S.-designated state sponsors ofterrorism. Your materiality analysis
should address the potential impact of the investor sentiment evidenced by such actions
directed toward companies that have operations associated with Iran, Cuba Syria and Sudan.
Please also discuss the potential for reputational harm from your relationships with HSBC,
Zain and the National Bank of Kuwait.

Joseph W. Saunders
Visa, Inc.
Januar 20,2011
Page 3
Item 7. Management's Discussion and analysis of Financial Condition and Results of Operations
Contractual Obligations
Note (7), page 58
4. We note that you have disclosed that the amount of your ultimate obligation canot be
reliably estimated and that the $267 milion fair value of the Visa Europe put option does
not represent the amount or an estimate of the amount of your obligation in the event of
exercise. We also note, however, that in numerous instances in your filing you state that
this obligation "could be several bilion dollars or more." Please explain why you have
included no such statement within this footnote in light of its potential signficance in the
event of exercise.
Item 8. Financial Statements and Supplementary Data
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 13 - Settlement Guarantee Management. page 106
5. We note that you refined your settlement risk policy during fiscal 2010 and that you have
described settlement risk on page 12. Tell us what consideration you have given to
disclosing in MD&A whether the changes made to your policy during fiscal 2010 areindicative of a significant trend in your business. Please explain the relationship between
the current economic environment in which you operate and the reasons underlying your
reduced exposure and collateral maintained at September 30,2010.
Note 22 - Legal Matters, page 124
6. You disclose that you have not established reserves or ranges of possible loss related to
the proceedings and contingencies disclosed in Note 22 because "at this time in the
proceedings, the matters do not relate to a probable loss and/or amounts are not
reasonably estimable." It would appear that given the age of several ofthese proceedings
and contingencies that over time amounts may become more estimable. Tell us why
considering the age of these proceedings your view continues to be that an estimate of
reasonably possible additional losses canot be made. See ASC 450-20-50 paragraphs 3
through 5 and Staff Accounting Bulletin Topic 5Y.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 138
7. We note that your principal executive officer and principal financial officer concluded
that your disclosure controls and procedures were effective. In future filings please

Joseph W. Saunders
Visa, Inc.
Januar 20,2011
Page 4
insure that the conclusion is at the reasonable assurance level and consistent with the
view, in your third paragraph, that your disclosure controls and procedures are designed
to provide reasonable assurance of achieving their objectives. In the alternative, remove
the reference to the level of assurance of your disclosure controls and procedures. Please
refer to Section ILFA of Management's Reports on Internal Control Over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238, available on our website at ..http://ww.sec.gov/ rules/final/33-
8238.htm?
Changes in Internal Control Over Financial Reporting, page 139
8. We note your disclosure that "there were no significant changes in (yJour internal
controls over financial reporting." Please note that Item 308(c) of Regulation S-K
requires that you disclose any changes to your internal controls over financial reporting
during the last fiscal quarer (or the fourth quarer in the case of an anual report) that
materially affected, or are reasonably likely to materially affect, internal controls over
financial reporting. Please confirm if true, that during your last fiscal quarter (the fourth
fiscal quarter) ended September 30, 2010 that there were no changes to your internal
controls over financial reporting that materially affected, or are reasonably likely to
materially affect, your internal controls over financial reporting and tell us how you
would address revising your disclosures accordingly. Please confirm that you wil
provide conforming disclosure in future filings.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management. page 33 (Incorporated by
reference from the definitive proxy statement filed December 14,2010)
9. It appears the beneficial ownership table only discloses the holders of five percent or
more of Class A common stock and not holders of Class B or Class C common stock.
Please tell us whether any persons or groups beneficially hold more than five percent of
Class B or Class C common stock and, if so, provide us with a list of such holders and the
beneficial ownership information for each. In addition, tell us what consideration you
have given to disclosing the holders of more than five percent of Class B and Class C.
Item 403(a) of Regulation S-K requires the disclosure of beneficial owners of more than
five percent of "any class of the registrant's voting securities." In this regard, we note
that the holders of Class B and Class C have voting rights, albeit more limited than the
rights of Class A holders.

Joseph W. Saunders
Visa, Inc.
Januar 20, 2011
Page 5
Conference call held on October 26,2010
10. We note that you acquired CyberSource during the fourth quarer of your fiscal year
2010. Please clarfy when you began reporting CyberSource revenues net of interchange.
Please explain further the reason for this change and clarfy whether this change had any
impact on your financial statements in the fourth quarter.
Form 8-K fied on November 15, 2010
11. We note that beginning in fiscal year 2011, you have changed your income statement
presentation for non-Visa transaction pass-through revenues and expenses from a "gross"
reporting basis to a "net" reporting basis. While we understand that the classification wil
change, it would also appear, from your description here and in your verbal comments to
analysts, that the reclassification is the result of an underlying change in accounting
principle. Please tell us how you considered whether this is a change in accounting
principle or a correction of an error in previously issued financial statements. Refer to
ASC 250-10-45.
12. In addition, for each period for which you previously accounted for these amounts in
"gross", tell us the amounts, the effects on the financial statement subtotals and totals,
amounts of individual changes and the nature of the aggregated items being offset. In
this regard, tell us whether these amounts are subject to precision or are estimates.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fiing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company's disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:
. the company is responsible for the adequacy and accuracy of the disclosure in the filing;
. staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
. the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Joseph W. Saunders
Visa, Inc.
Januar 20,2011
Page 6
You may contact Tamara Tangen, Staff Accountant, at (202) 551-3443 if you have
questions regarding comments on the financial statements and related matters. If you have any
other questions, please contact Jan Woo, Staff Attorney, at (202) 551-3453 or Marse Mils-
Apenteng, Special Counsel, at (202) 551-3457. If you require further assistance, do not hesitate
to contact me at (202) 551-3730.
Sincerely,
Craig D. Wilson
Senior Assistant Chief Accountant