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May 26, 2023

Stephen Kim

Lyn Shenk

Division of Corporation Finance
Office of Trade & Services

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Re:

 Visa Inc.

Form 10-K for Fiscal Year Ended September 30, 2022

File No. 001-3397

Mr. Kim and Mr. Shenk:

In connection with Visa Inc.’s (“Visa” or the “Company”) Form 10-K filed with the Securities and Exchange Commission (the “Commission” or the “Staff”) for the fiscal year ended September 30, 2022 (the “2022 10-K”), we are writing in response to the Staff’s comments as transmitted to Visa by letter dated May 16, 2023.

For convenience, we have reprinted the Staff’s comments below in bold, with the corresponding response set forth immediately below the applicable comment. Page numbers cited in our responses refer to the applicable page in our 2022 10-K.

Overview, page 4

1.You disclose that 4.1 billion credentials were available.  Please tell us and revise to disclose how you define this term.

A credential or payment credential refers to a Visa card account that has been issued and is available for use in a transaction. We use the terms “payment credential” and “Visa card account” interchangeably with our users of financial statements.

We will revise our disclosure in our Form 10-K for the fiscal year ended September 30, 2023 (the “2023 10-K”) substantially as follows (new text underlined):

“During fiscal year 2022, Visa’s total payments and cash volume was $14 trillion, and 4.1 billion payment credentials, or Visa card accounts, were available worldwide to be used at more than 80 million merchant locations, plus an estimated 20 million locations through payment facilitators.”

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2.To make it clear what type of revenues you earn from various customer categories, consider providing illustrative examples of transactions and the money flows between you and participating parties, including the types of revenues you earn from each party and the basis on which the amount of your fee is determined.  For example, we note from your disclosure that issuers charge acquirers an "interchange reimbursement fee” and acquirers charge merchants a "merchant discount rate,” but it is not clear whether your fees relate to or are derived from those fees of other transaction information, such as transaction value.

Visa facilitates money movement and payments in domestic and cross-border transactions among consumers, issuers, acquirers and merchants. Our net revenues include: service revenues, data processing revenues, international transaction revenues, other revenues and client incentives. Service revenues are calculated on the basis of payments volume on Visa-branded cards, and the number of processed transactions on our payments network is the primary driver for our data processing revenues. Cross-border payments volume is the primary driver of our international transaction revenues. Other revenues can include drivers such as number of cards, subscriptions, services tied to advisory and marketing engagements, card benefits and license fees for the use of Visa’s brands. Client incentives, which are earned by the clients, are primarily tied to payments volume including cross-border payments volume, processed transactions and number of cards. Please refer to our response to comment 14 for a description of these revenue categories.

For all revenue categories other than other revenues and client incentives, Visa earns revenue by charging fees to the issuers and acquirers irrespective of customer category. We earn revenue from both the issuer and acquirer on each transaction. We do not earn revenue directly from merchants or consumers, except for acceptance related services provided directly to merchants. The fees we receive from issuers or acquirers are not derived from interchange reimbursement fees or merchant discount rates.

We have respectfully considered the Staff’s comments and will include cross-references in “Our Core Business” section of our 2023 10-K to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 1 – Summary of Significant Accounting Policies of our consolidated financial statements, which include disclosures on how we earn and recognize our revenues.

3.The pie chart on page 6 depicting the split of your 2022 revenues includes the term “value added services” under both other revenues and data processing revenues.  Please revise to be more descriptive of such services or explain why value added services revenues are included in both categories.

We provide products and solutions that add value for our clients in the payments ecosystem and refer to these as value added services (“VAS”). Value added services represent an opportunity for us to diversify our revenue with products and solutions that differentiate our network, deepen our client relationships and deliver innovative solutions across other networks.

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Valued added services include:

•issuing solutions, such as Visa DPS and certain card benefits (e.g., airport lounge access and concierge services);

•acceptance solutions, such as Cybersource;

•risk and identity solutions;

•open banking; and

•advisory services, such as marketing.

The majority of our revenue derived from our VAS is included within data processing revenues. We also reflect certain revenue derived from VAS within other revenues.

We will revise our description of data processing revenues and other revenues in our 2023 10-K substantially as follows (new text underlined):

•$14.4B Data Processing Revenues

Earned for authorization, clearing, settlement; value added services related to issuing, acceptance, and risk and identity solutions; network access; and other maintenance and support services that facilitate transaction and information processing among our clients globally.

•$2.0B Other Revenues

Consist mainly of value added services related to advisory, marketing and certain card benefits; license fees for use of the Visa brand or technology; and fees for account holder services, certification and licensing.

Business

Competition, page 13

4.On page 62 you refer to yourself as a “payments network service provider.”  We note your use of the terms “payment processors” and “processors,” for example on pages 14 and 22. Payment processors and global or multi-regional networks are listed as electronic payments competitors of yours.  Please tell us and revise to disclose how you define processors and how you differentiate them from networks.  Please also define payment facilitators.

We define a “payments network service provider” as a provider that facilitates payment processing through its proprietary payments network and branded payment products. A payments network service provider can also provide authorization, clearing and settlement services.

A “payment processor” performs processing services on behalf of an issuer or acquirer through a third-party payments network. A “payment facilitator” is a financial technology company that provides payment acceptance services to merchants on behalf of an acquirer.

We will revise our disclosure in our 2023 10-K substantially as follows (new text underlined):

During fiscal year 2022, Visa’s total payments and cash volume was $14 trillion, and 4.1 billion payment credentials, or Visa card accounts, were available worldwide to be used at

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more than 80 million merchant locations, plus an estimated 20 million locations through payment facilitators.(1)

(1)Payment facilitators are financial technology companies that provide payment acceptance services to merchants on behalf of acquirers. Data provided to Visa by acquiring institutions and other third parties as of June 30, 2022.

In addition, we will revise our disclosure in the Competition section of our 2023 10-K substantially as follows (new text underlined):

Payment Processors: Payment processors perform processing services on third-party payments networks on behalf of issuers or acquirers. We compete with payment processors  for the processing of Visa transactions. These processors may benefit from mandates requiring them to handle processing under local regulation. For example, as a result of regulation in Europe under the Interchange Fee Regulation (IFR), we may face competition from other networks, processors and other third parties who could process Visa transactions directly with issuers and acquirers.

5.On page 13, you disclose 244 billion “transactions” for calendar year 2021. On page 37 you disclose 164.7 billion “processed transactions” for the fiscal year ended September 30, 2021.  Please tell us whether these two figures (for different periods) both measure the same type of transactions and, if so, why the amounts varied significantly for the two twelve-month periods.

The 164.7 billion “processed transactions” figure refers to transactions on Visa-branded payment credentials that are processed on Visa’s networks and includes cash transactions on PLUS brands. The 244 billion “transactions” refers to the number of transactions on Visa-branded payment credentials, excluding cash transactions on PLUS brands, processed on any payments network, including Visa’s networks. The “transactions” amount is significantly greater than the “processed transactions” amount primarily because it includes transactions on Visa-branded payment credentials that are processed by other payments networks. In addition, the two figures also represent different twelve-month periods. We will revise our disclosure in our 2023 10-K to clarify the differences between the two figures.

6.In the table on page 13, please revise to disclose that the difference between “payments volume” and “total volume” and, if such difference is cash volume, describe cash volume.

We will supplement our disclosure in our 2023 10-K by adding footnote 2 (underlined below) to explain that the difference between total volume and payments volume is cash volume.

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The following chart compares our network with certain network competitors for calendar year 2021(1):

 Visa Mastercard American Express JCB Diners Club

Payments Volume ($B) 10,894 5,975 1,274 325 207

Total Volume ($B)(2)

 13,508 7,723 1,284 335 219

Total Transactions (B) 244 140 9 5 3

Cards (M) 3,936 2,579 122 144 66

(1)Mastercard, American Express, JCB and Diners Club / Discover data sourced from The Nilson Report issue 1224 (July 2022). Includes all consumer, small business and commercial credit, debit and prepaid cards. Mastercard excludes Maestro and Cirrus figures. American Express, Diners Club / Discover, and JCB include business from third-party issuers. JCB figures include other payment-related products and some figures are estimates.

(2)Total volume is the sum of payments volume and cash volume. Cash volume generally consists of cash access transactions, balance access transactions, balance transfers and convenience checks.

Risk Factors

Merchants' and processors' continued to push to lower acceptance costs..., page 23

7.Please revise to explain the term acceptance costs.

We will revise our disclosure in our 2023 10-K to define acceptance costs substantially as follows (new text underlined):

Merchants’ and processors’ continued push to lower acceptance costs and challenge industry practices could harm our business.

We rely in part on merchants and their relationships with our clients or their agents to maintain and expand the use and acceptance of Visa products. Certain merchants and merchant-affiliated groups have been exerting their influence in the global payments system in certain jurisdictions, such as the U.S., Canada and Europe, to attempt to lower their acceptance costs paid by merchants to acquirers or their agents to accept payment products or services, by lobbying for new legislation, seeking regulatory intervention, filing lawsuits and in some cases, surcharging or refusing to accept Visa products. …

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Release of Preferred Stock, page 33

8.Please revise to disclose the impact of the release of preferred stock on your financial position, results of operations, and cash flows, if any.

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The release of preferred stock converts shares of series B or C preferred stock to shares of series A preferred stock. As such, there is no financial statement impact other than the changes in share-related disclosures.

We will supplement our existing disclosure in our 2023 10-K substantially as follows:

The release and conversion of our series B and C preferred stock and issuance of series A preferred stock does not impact Visa’s financial position, results of operations or cash flows.

Litigation Provision, page 34

9.We note your disclosure that you recover the monetary liabilities related to U.S. covered litigation through a downward adjustment to the rate at which class B common convert to class A common.  Please tell us and revise to disclose to what extent this impacted earnings per share for either class, if any.

When a downward adjustment to the conversion rate for class B common shares occurs, the net income allocation is adjusted under the two-class method of earnings per share calculation.

We will supplement our existing disclosure in our 2023 10-K substantially as follows:

For the fiscal year ended September 30, 2022, basic earnings per class A common stock increased $0.01 and diluted earnings per class A common stock was unchanged, as a result of the downward adjustment of the class B common stock conversion rate during the period.

Results of Operations

Operating Expenses, page 39

10.You disclose that general and administrative expenses include card benefits.  Please tell us and revise to disclose the nature of card benefits.

Card benefits include costs associated with services provided by third-party providers to Visa cardholders such as airport lounge access, extended cardholder protection and concierge services.

We will revise our disclosure in our 2023 10-K substantially as follows (new text underlined):

General and administrative expenses consist mainly of card benefits, such as costs associated with airport lounge access, extended cardholder protection and concierge services; facilities costs; indirect taxes; travel and meeting costs; foreign exchange gains and losses; and other corporate expenses incurred in support of our business.

Consolidated Balance Sheets, page 52

11.We note your balance sheet includes client incentives in current assets, long-term assets, current liabilities, and long-term liabilities (in other liabilities).  Please revise your disclosure in “Client Incentives” on page 63 to clarify how upfront or in arrears client incentive payments are recognized in your balance sheets.

We will revise the disclosure in our 2023 10-K substantially as follows (new text underlined):

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The Company enters into long-term contracts with financial institution clients, merchants and strategic partners for various programs that provide cash and other incentives designed to increase revenue by growing payments volume, increasing Visa product acceptance, winning merchant routing transactions over to Visa’s network and driving innovation. Incentives are classified as reductions to revenues within client incentives, unless the incentive is a cash payment made in exchange for a distinct good or service provided by the customer, in which case the payment is classified as operating expense. The Company generally capitalizes upfront and fixed incentive payments as client incentive assets under these agreements when paid and amortizes the amounts as a reduction to revenues ratably over the contractual term. Incentives that are earned by the customer based on performance targets are recorded when earned and disclosed as client incentive liabilities and as reductions to revenues based on management's estimate of each client's future performance.