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February 29, 2024
Ryan McInerney
Chief Executive Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128-8999
Re:Visa Inc.
Registration Statement on Form S-4
Filed January 29, 2024
File No. 333-276747
Dear Ryan McInerney:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
The Exchange Offer
Procedures for Tendering Class B-1 Common Stock, page 34
1.On page 34, you list certain representations and warranties that each tendering stockholder
will make by signing the Letter of Transmittal. Such representations and warranties
include that “such holder’s participation in the Exchange Offer complied with the
applicable laws of both the jurisdiction where such holder received the materials relating
to the Exchange Offer and the jurisdiction from which the tender of the Class B-1
common stock is being made” and “if such holder is a non-U.S. person . . . such holder’s
participation in the Exchange Offer is made pursuant to and in compliance with the
applicable laws in the jurisdiction in which it is a resident or from which it is tendering
shares of Class B-1 common stock and in a manner that will not require Visa to take any
action to qualify or otherwise facilitate a public offering in that country or otherwise.” The
requirement that tendering stockholders make these representations and warranties

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 Comapany NameVisa Inc.
 February 29, 2024 Page 2
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Visa Inc.
February 29, 2024
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operates as a disclaimer and an apparent condition on participation that is inconsistent
with Exchange Act Rule 13e-4(f)(8)(i). Please revise or advise.
2.Refer to the following statements made on page 35: “Visa will determine in its sole and
absolute discretion all questions as to the validity, form and eligibility, including time of
receipt, acceptance and withdrawal of tendered shares of Class B-1 common stock. . . .
Visa’s interpretation of the terms and conditions of the Exchange Offer, including the
instructions in the Letter of Transmittal, will be final and binding on all parties.” Please
revise these statements to include a qualifier that stockholders are not foreclosed from
challenging your determination in a court of competent jurisdiction.
Conditions of the Exchange Offer, page 36
3.On page 37, you state that Visa may terminate the Exchange Offer if there shall have
occurred any “limitation on prices for” securities in U.S. financial markets. Please revise
this condition to explain what is meant by a “limitation on prices” as used here, or delete.
4.On page 37, you have included a condition that will be triggered by “a commencement or
significant worsening of a war or armed hostilities or other national or international
calamity, including but not limited to, catastrophic terrorist attacks against the United
States or its citizens” (emphasis added). Given the ongoing international hostilities which
have impacted U.S. citizens, please revise to tailor this offer condition such that
stockholders can understand its scope and such that it does not raise illusory offer
concerns under Regulation 14E.
5.Refer to the following statements in the first full paragraph on page 38: “If Visa fails at
any time to exercise any of the foregoing rights, this failure will not constitute a waiver of
such right. Each such right will be deemed an ongoing right that Visa may assert at any
time or at various times with respect to the Exchange Offer on or prior to the expiration of
the Exchange Offer” (emphasis added). If an offer condition is “triggered” while an offer
is pending, in our view, the offeror must promptly inform stockholders whether it will
assert the condition and terminate the offer, or waive it and continue. Reserving the right
to waive a condition “at any time or at various times” may be inconsistent with your
obligation in this regard. Please confirm in your response letter that you will promptly
notify target stockholders if a condition is triggered while the Exchange Offer is pending,
as well as how you intend to proceed (i.e., waive the condition or terminate the Exchange
Offer).
Material U.S. Federal Income Tax Consequences, page 56
6.On page 56, you indicate that this summary of the U.S. federal tax treatment of the
Exchange Offer does not describe “all of the tax consequences that may be relevant to . . .
holders subject to special rules, such as . . . financial institutions or financial service
entities.” Please revise this section to describe such special rules for financial institutions
given that the target stockholders are predominantly financial institutions. See Item 4 of
Schedule TO and Item 1004(a)(1)(xii) of Regulation M-A.

 FirstName LastNameRyan McInerney
 Comapany NameVisa Inc.
 February 29, 2024 Page 3
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Ryan McInerney
Visa Inc.
February 29, 2024
Page 3
7.We note that the Exchange Offer is intended to constitute a "recapitalization" within the
meaning of Section 368(a) of the Internal Revenue Code. Please file as an exhibit a tax
opinion from counsel as appropriate and revise this section accordingly or tell us why you
are not required to do so. Refer to Item 601(b)(8) of Regulation S-K and Section III.A of
Staff Legal Bulletin No. 19 for guidance.
Item 21. Exhibits and Financial Statement Schedules, page II-3
8.We note that Instruction 5 to the Letter of Transmittal filed as Exhibit 99.1 requires an
exchanging stockholder to mark the “Notification of Backup Withholding” box if they are
subject to backup withholding. Additionally, the second paragraph of the section labeled
“Important Tax Information” instructs a U.S. stockholder exempt from backup
withholding to check the “Exempt payee” line. The Substitute Form W-9 does not appear
to contain the referenced “Notification of Backup Withholding” box or “Exempt payee”
line. Please revise or advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joseph Hall