SecProbe.io

April 15, 2026
Chris Suh
Chief Financial Officer
Visa Inc.
P.O. Box 8999
San Francisco, California 94128
Re:Visa Inc.
Form 10-K for Fiscal Year Ended September 30, 2025
File No. 001-33977
Dear Chris Suh:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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 Document April 13, 2026 Abe Friedman Doug Jones 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, 2025 File No. 001-33977 Mr. Friedman and Mr. Jones: 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, 2025 (the “2025 10-K”), we are writing in response to the Staff’s comments as transmitted to Visa by letter dated March 31, 2026. 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 2025 10-K. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP financial results, page 41 1. To avoid giving undue prominence to your non-GAAP results, please revise to present and discuss your non-GAAP results after your discussion and analysis of GAAP results. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Corporation Finance Interpretations 102.10(a). We will revise our future filings to move the discussion of our non-GAAP results after the discussion of our Results of Operations. 1 Results of Operations Net revenue, page 45 2. Increases in each component of net revenue appear to be primarily volume related. This factor appears to recur annually as the primary factor impacting your net revenue. Please discuss to the extent identifiable factors, such as macro-economic conditions and others, are the cause for the increased volume. To the extent there are known trends in the factors that materially impact future results, discuss such. Refer to the introductory paragraph of Item 303(b) and 303(b)(2)(ii) of Regulation S-K and Section III.B.3 and 4 of SEC Release No. 33-8350. As disclosed in our Management’s Discussion and Analysis (“MD&A”), net revenue is primarily generated from payments volume on Visa products for purchased goods and services, as well as the number of transactions processed on our network. In future filings, we will supplement our MD&A disclosure to discuss identifiable or known factors impacting volumes and those that could materially impact future results. An illustrative example is set forth below (new text underlined). Net revenue increased in fiscal 2025 over the prior year primarily due to the growth in processed transactions, nominal cross-border volume, and nominal payments volume, partially offset by higher client incentives. During fiscal 2025, volume growth was driven primarily by continued resilience in consumer spending and ongoing expansion in digital commerce. Payments volume grew 7%, supported by broad-based growth across both credit and debit spending. Ecommerce continued to grow faster than face-to-face spend. Cross-border volume growth was supported by cross-border ecommerce and travel-related activity. We expect that the ongoing shift toward digital commerce and electronic payments will continue; however, the extent to which these trends support volume increases will depend on a number of factors, including consumer spending levels and broader macroeconomic conditions. In addition, foreign exchange rate movements and volatility have contributed to periodic variability in our results, and may continue to do so in the future. 3. Increases to your value-added services appear to represent about 50% of the respective period over period increases to your net revenue. Please revise to provide discussion of the factors underlying the increases. Further, your disclosure attributes the growth to your "Issuing Solutions, Advisory and Other Services and Acceptance Solutions" portfolios. However, you do not appear to quantify within the filing the revenues attributed to these portfolios, and your disclosure does not include quantification of the period over period increases to the respective portfolios to fully understand the impact of the growth from each. Refer to the applicable guidance noted above as well as Item 303(b)(2)(i) of Regulation S-K and section III.D of SEC Release No. 33-6835 (501.04 of our Codification of Financial Reporting Policies). We will supplement our disclosure in future filings by expanding the discussion to include additional information. An illustrative example is set forth below (new text underlined). 2 For fiscal 2025, 2024, and 2023, revenue from value-added services was $10.9 billion, $8.8 billion and $7.2 billion, respectively. Value-added services revenue in fiscal 2025 increased 24% over the prior year primarily due to growth in Issuing Solutions, Advisory and Other Services and Acceptance Solutions driven by increases in pricing and underlying business drivers, which included processed transactions, number and mix of payment credentials, and client engagements. Processed transactions grew 10% and payment credentials grew by 6% over the prior year. The number of client consulting engagements grew 35% in fiscal 2025 and demand for marketing services increased primarily related to sponsorships, including FIFA. *    *    * If you have any questions concerning the foregoing, please contact me at (650) 432-5751. Sincerely, /s/ Peter Andreski Peter Andreski Global Corporate Controller, Chief Accounting Officer cc:    Chris Suh, Chief Financial Officer, Visa Inc. 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2026

Chris Suh
Chief Financial Officer
Visa Inc.
P.O. Box 8999
San Francisco, California 94128

 Re: Visa Inc.
 Form 10-K for Fiscal Year Ended September 30, 2025
 File No. 001-33977
Dear Chris Suh:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended September 30, 2025
Item 7. Management s Discussion and Analysis of Financial Condition and
Results of
Operations
Non-GAAP financial results, page 41

1. To avoid giving undue prominence to your non-GAAP results, please revise
to present
 and discuss your non-GAAP results after your discussion and analysis of
GAAP results.
 Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Corporation Finance
Interpretations
 102.10(a).
Results of Operations
Net revenue, page 45

2. Increases in each component of net revenue appear to be primarily volume
related. This
 factor appears to recur annually as the primary factor impacting your
net revenue. Please
 discuss to the extent identifiable factors, such as macro-economic
conditions and others,
 are the cause for the increased volume. To the extent there are known
trends in the
 factors that materially impact future results, discuss such. Refer to
the introductory
 paragraph of Item 303(b) and 303(b)(2)(ii) of Regulation S-K and Section
III.B.3 and 4
 of SEC Release No. 33-8350.
 March 31, 2026
Page 2

3. Increases to your value-added services appear to represent about 50% of
the respective
 period over period increases to your net revenue. Please revise to
provide discussion of
 the factors underlying the increases. Further, your disclosure
attributes the growth to
 your "Issuing Solutions, Advisory and Other Services and Acceptance
Solutions"
 portfolios. However, you do not appear to quantify within the filing the
revenues
 attributed to these portfolios, and your disclosure does not include
quantification of the
 period over period increases to the respective portfolios to fully
understand the impact of
 the growth from each. Refer to the applicable guidance noted above as
well as
 Item 303(b)(2)(i) of Regulation S-K and section III.D of SEC Release No.
33-6835
 (501.04 of our Codification of Financial Reporting Policies).
 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.

 Please contact Abe Friedman at 202-551-8298 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 VIA EDGAR

 April 4, 2024

Alyssa Wall

 Donald Field

Office of Trade and Services

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street NE

Washington, D.C. 20549

Re:
 Visa Inc.

Registration Statement on Form S-4

File No. 333-276747

Ms. Wall and Mr. Field:

 Pursuant to Rule 461 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Visa Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration
Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act at 9:00 a.m. (New York City time) on Monday, April 8, 2024 or as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Daniel Gordon at
(650) 432-3773. The Company hereby authorizes Mr. Gordon to orally modify or withdraw this request for acceleration.

Sincerely,

/s/ Ryan McInerney

Ryan McInerney

Chief Executive Officer

Visa Inc.

cc:
 Julie B. Rottenberg, Executive Vice President, General Counsel, Visa Inc.

Joseph A. Hall, Davis Polk & Wardwell LLP

John H. Runne, Davis Polk & Wardwell LLP

CORRESP
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CORRESP

 March 11, 2024

 Alyssa Wall

Donald Field

 Office of Trade and Services

Division of Corporation Finance

 Securities and Exchange Commission

100 F Street NE

 Washington, DC 20549

Re:

 Visa Inc.

 Registration Statement on Form S-4

 Filed January 29, 2024

File No. 333-276747

 Ms. Wall and Mr. Field:

 In connection
with Visa Inc.’s (“Visa” or the “Company”) registration statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission” or the “Staff”) on
January 29, 2024, we are writing in response to the Staff’s comments as transmitted to Visa by letter dated February 29, 2024 (the “Comment Letter”).

In response to the comments set forth in the Comment Letter, the Company has revised the original registration statement on Form
S-4 and is filing an amendment No. 1 thereto (the original registration statement, as so amended, the “Registration Statement”) together with this response letter. The Registration Statement and
certain exhibits thereto also contain certain additional updates and revisions.

 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 the Registration Statement.

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 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.

 1

 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 20 and 35 of the Registration Statement as well as in
the accompanying letter of election and transmittal (the “Letter of Transmittal”) to clarify that it intends to accept for exchange all validly tendered shares of its Class B-1 common stock from
all holders, wherever located.

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.

 Response

The Company acknowledges the Staff’s comment and has updated the disclosure on page 36 of the Registration Statement to include this qualifier.

 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.

Response

 The Company acknowledges the
Staff’s comment and has deleted the phrase “limitation on prices for” on page 38 of the Registration Statement.

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.

Response

 The Company acknowledges the
Staff’s comment and has revised the disclosure on page 38 of the Registration Statement to further specify the scope of the above-discussed Exchange Offer condition.

 2

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).

Response

 The Company acknowledges the
Staff’s comment. The Company confirms that it will promptly provide notice to target stockholders upon becoming aware of the occurrence of any underlying event that, in Visa’s reasonable judgment, would trigger a condition during the
pendency of the Exchange Offer, and it will inform the target stockholders of their withdrawal rights in such notice. However, because the impact and effect of such underlying event may not be known at the time of its occurrence, and such impact
could be influenced by subsequent events, the Company respectfully advises the Staff that it will reserve the discretion whether, at the time of such event, to declare that a condition has been triggered and how it intends to proceed. The Company
does not believe it is appropriate to immediately evaluate whether the occurrence of an underlying event has triggered a condition before all relevant information with respect to such event is known. Indeed, prematurely forcing the Company to make a
decision could lead to the Company abandoning the Exchange Offer only to learn of subsequent developments that abate the Company’s concerns resulting in target stockholders being denied the benefit of the Exchange Offer. Consequently, the
Company respectfully seeks to reserve its right to waive or assert any condition that it has the authority to waive or assert at any time during the pendency of the Exchange Offer. We note that target stockholders’ withdrawal rights provide
them with full protection.

 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.

Response

 The Company acknowledges the
Staff’s comment and has revised the disclosure on pages 57 and 60 of the Registration Statement accordingly.

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.

 3

 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on page 58 of the Registration Statement accordingly. Further, the
Company has filed a tax opinion from its special tax counsel as an exhibit to the Registration Statement.

 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.

 Response

The Company acknowledges the Staff’s comment and has revised the Letter of Transmittal accordingly.

*  *  *

 Visa acknowledges that:

•

 Visa is responsible for the accuracy and adequacy of the disclosure in the filing;

•

 the Staff’s comments or changes to the disclosure in response to the Staff’s comments do not foreclose the
Commission from taking any action with respect to the filing; and

•

 Visa may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 If you have any questions concerning the foregoing, please contact me at (650) 432-3773.

 Sincerely,

/s/ Daniel Gordon

Daniel Gordon

SVP, Chief Counsel, Corporate Law

Visa Inc.

cc:

Ryan McInerney, Chief Executive Officer, Visa Inc.

Julie B. Rottenberg, Executive Vice President, General Counsel, Visa Inc.

 Joseph A. Hall, Davis Polk & Wardwell LLP

 John H. Runne, Davis Polk & Wardwell LLP

 4

United States securities and exchange commission logo
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

 FirstName LastNameRyan McInerney
 Comapany NameVisa Inc.
 February 29, 2024 Page 2
 FirstName LastNameRyan McInerney
Visa Inc.
February 29, 2024
Page 2
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
 FirstName LastName
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

United States securities and exchange commission logo
August 22, 2023
Peter Andreski
Global Corporate Controller, Chief Accounting Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128
Re:Visa Inc.
Form 10-K for Fiscal Year Ended September 30, 2022
File No. 001-33977
Dear Peter Andreski:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Document

June 28, 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. 001-33977

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 dated June 14, 2023, which reference the Staff’s prior comments dated May 16, 2023, and our response dated May 26, 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.We note your response to comment two. Please revise your disclosure in “Our Core Business” where you discuss establishing default interchange reimbursement fees to clarify that the fees you receive from issuers and acquirers are not derived from interchange reimbursement fees or merchant discount rates.

1

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 (revised text underlined):

Visa is not a financial institution. We do not issue cards, extend credit or set rates and fees for account holders of Visa products nor do we earn revenues from, or bear credit risk with respect to, any of these activities. Interchange reimbursement fees reflect the value merchants receive from accepting our products and play a key role in balancing the costs and benefits that account holders and merchants derive from participating in our payments networks. Generally, interchange reimbursement fees are collected from acquirers and paid to issuers. We establish default interchange reimbursement fees that apply absent other established settlement terms. These default interchange reimbursement fees are set independently from the revenues we receive from issuers and acquirers. Our acquiring clients are responsible for setting the fees they charge to merchants for the MDR and generally responsible for soliciting merchants. Visa sets fees to acquirers independently from any fees that acquirers may charge merchants. Therefore, the fees we receive from issuers and acquirers are not derived from interchange reimbursement fees or merchant discount rates.

...

Business

Competition, page 13

2.We note your response to comment four. You state a payments network service provider “facilitates payment processing” through its proprietary payments network and branded payment products and can also provide authorization, clearing, and settlement services.

Please clarify whether this means that you sometimes “facilitate payment processing” or provide authorization, clearing, and settlement services exclusive of providing the other service. If so, clarify for us the circumstances in which that occurs. For example, we note your proposed revised disclosure that payment processors perform processing services on third-party networks and that you compete with them for the processing of Visa transactions. Please tell us whether these payment processors use your network and clarify for us what type of revenues, if any, you earn in these circumstances.

Visa provides payment processing for both non-Visa branded and Visa branded transactions. In the context of non-Visa branded transactions, we facilitate payment processing by providing gateway routing services to other payment networks. At the client’s request, we may provide authorization, clearing or settlement services on our network before or after we route the transaction to the other payments network. In those instances, Visa may earn data processing revenues for the specific services provided. In the context of Visa-branded transactions on our network, we are not facilitating payments processing, rather we provide authorization, clearing and settlement services and may earn service, data processing, international transaction, and other revenues.

2

Depending on applicable regulations, some payment processors may or may not use our network to process Visa-branded transactions. If they do not use our network, we earn only service revenues. If they do use our network, we may earn service revenues and data processing revenues.

3.We note your response to comment five. You state 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. Please tell us what type of revenue you earn on transactions involving Visa-branded payment credentials that are processed by other payment networks.

We can earn service revenue on transactions involving Visa-branded payment credentials that are processed by other payment networks. Service revenues predominantly represent revenues with respect to Visa’s obligation to stand ready to provide continuous access to our payments network and related services with respect to Visa-branded payments program, whether the transaction is processed by our payment network or another third-party network.

Risk Factors

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

4.We note your response to comment seven. In your response to comment two you state the fees you receive from issuers and acquirers are not derived from interchange reimbursement fees or merchant discount rates. Please clarify how merchants' and processors' continued push to lower acceptance costs could harm your business.

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

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

3

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 acceptance costs faced by merchants 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. If they are successful in their efforts, we may face increased compliance and litigation expenses, issuers may decrease their issuance of our products, and consumer usage of our products could be adversely impacted. For example, in the U.S., certain stakeholders have raised concerns regarding how payment security standards and rules may impact debit routing choice and the cost of payment card acceptance. In addition to ongoing litigation related to the U.S. migration to EMV-capable cards and point-of-sale terminals, U.S. merchant-affiliated groups and processors have expressed concerns regarding the EMV certification process and some policymakers have expressed concerns about the roles of industry bodies such as EMVCo and the Payment Card Industry Security Standards Council in the development of payment card standards. Additionally, many merchants have advocated for lower acceptance costs in the form of reduced interchange rates, which could result in some issuers eliminating or reducing their promotion or use of Visa’s products and services, eliminating or reducing cardholder benefits such as rewards programs, or charging account holders increased or new fees for using Visa-branded products, all of which could negatively impact Visa’s transaction volumes and related revenues. Finally, some merchants and processors have advocated for changes to industry practices and Visa acceptance requirements at the point of sale, including the ability for merchants to accept only certain types of Visa products, to mandate only PIN authenticated transactions, to differentiate or steer among Visa product types issued by different financial institutions, and to impose surcharges on customers presenting Visa products as their form of payment. If successful, these efforts could adversely impact consumers’ usage of our products, and decrease our overall transaction volumes and fee revenues, lead to regulatory enforcement and/or litigation, that increases our compliance and litigation expenses, and ultimately harm our business.

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

Revenue Recognition, page 62

5.We note your response to comment 14. You state "payments network services" include Visa’s primary services of authorization, clearing and settlement of purchase transactions as well as related services provided in the facilitation of money movement. Please tell us and revise to clarify whether the term "payments network services" is intended to refer to the "authorization, clearing, and settlement" subset of services within the "data processing revenue" category, is intended to refer to your various services generally (i.e., those that generate "service revenues," "data processing revenues," "international transaction revenues," etc.), or something else.

4

You state that acceptance revenues are included in both service revenues and data processing revenues. Please tell us why acceptance revenues are classified in both revenue categories and clarify whether this is true on all acceptance services provided or if it varies depending on the nature of the underlying acceptance service. If the latter, tell us how you determine the category in which acceptance revenues are classified.

Payments network services refer to Visa’s various services generally and can generate service, data processing, international transaction, and other revenues. The term “payments network services” is not intended to refer to only “authorization, clearing, and settlement,” which is a subset of our services within data processing revenues.

As a payments network service provider, Visa’s obligation to the customer is to stand ready to provide continuous access to our payments network over the contractual term, facilitate the processing of payment transactions, including authorization, clearing and settlement, and deliver related products and services.

Acceptance revenues are not included in data processing revenues. Acceptance revenues are included only within service revenues. Acceptance revenues are designed to grow merchant acceptance of Visa payment credentials and support other volume growth initiatives.

Acceptance revenues as a subset of service revenues are distinct from data processing revenues derived from our acceptance solutions, such as Cybersource, as noted in our May 26, 2023 response to comment 3. Acceptance solutions is described on page 10 of our 2022 10-K. The Company respectfully refers the Staff to that disclosure.

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

Revenue recognition. The Company’s net revenues are comprised principally of the following categories: service revenues, data processing revenues, international transaction revenues and other revenues, reduced by client incentives. As a payments network service provider, the Company’s obligation to the customer is to stand ready to provide continuous access to our payments network over the contractual term, facilitate the processing of payment transactions, including authorization, clearing and settlement, and deliver related products and services. Consideration is variable based primarily upon the amount and type of transactions and payments volume on Visa’s products. The Company recognizes revenue, net of sales and other similar taxes, as the payments network services are performed in an amount that reflects the consideration the Company expects to receive in exchange for those services.

Note 3 - Revenues, page 66

6.We note your response to comment 18. Please tell us in greater detail why you believe any incentive allocation method would be subjective given incentives can be tied to customer contracts and customer performance.

5

Client incentives are funds provided to customers to incentivize them to perform or take specific actions that benefit them, Visa and other network participants. These funds are earned by our customers through a variety of ways, and these earning events do not tie to any individual service or revenue category. As such, Visa discloses client incentives separately to users of financial statements. When client incentives do tie directly to an individual service or revenue category, they are treated as price discounts and are recorded as a direct reduction of the respective revenue category in our financial statements and disclosures.

Detailed below are relevant examples that demonstrate why any client incentive allocation method would be subjective and arbitrary. These include:

•Fixed incentives – Visa may offer a stated or fixed amount of incentives to its customers. Allocating a fixed incentive that is earned by entering into and fulfilling an agreement has no natural base over which to allocate to Visa’s disaggregated revenue categories. Visa does not allocate client incentives for internal management reporting. Allocating client incentives would impact financial statement comparability over time as well, as actual incentives are realized and estimates change over the life of an agreement, requiring quarterly adjustments. Choosing a method to adjust for changes in estimates also introduces another factor impacting comparability, i.e., options may include cumulative catch-up, prospective adjustment or treating any allocation as fixed over the term of the customer contract. Each of these methods introduces ongoing reporting limitations.

•Variable incentives – Visa may offer incentives that are earned by customers based on specific customer performance targets and include various drivers such as growth in payment volumes, transaction counts, growth of a specific portfolio of client’s business or on a per-card basis. Allocating such variable incentives has the same inherent challenges as noted above – since revenues are earned by Visa based on the services provided whereas the incentives are earned by clients are based on the customers satisfying various performance targets. One individual incentive driver could increase revenues across different or multiple categories of revenues, adding further complexity to financial reporting and creating potential confusion for users of our financial statements.

•Co-brand or merchant incentives – Visa may offer incentives directly to co-brand or merchant customers. These incentives do not directly relate to revenue earned from that specific co-brand or merchant customer since Visa earns revenues primarily from the services provided to issuer and acquirer customers. Allocating a co-brand or merchant incentive to Visa’s disaggregated revenue earned from other clients would be subjective and arbitrary, as the incentives paid by Visa relate to net revenues but could not be tied to individual customer contracts from which Visa earns revenue.

•Marketing incentives – Visa may offer incentives to a client to spend marketing dollars to grow the payment network. The accounting for payments made to clients is addressed in ASC 606-10-32-25 and is appropriately accounted for as a reduction of revenue. Allocating marketing incentives to Visa’s disaggregated revenue categories would present the same challenges as noted above.

6

•Management also believes that reporting client incentives is important to financial statement users. The data provided in Note 3 to the financial statements tra

United States securities and exchange commission logo
June 14, 2023
Peter Andreski
Global Corporate Controller, Chief Accounting Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128
Re:Visa Inc.
Form 10-K for Fiscal Year Ended September 30, 2022
Response dated May 26, 2023
File No. 001-33977
Dear Peter Andreski:
            We have reviewed your May 26, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 16, 2023 letter.
Form 10-K for Fiscal Year Ended September 30, 2022
Overview, page 4
1.We note your response to comment two.  Please revise your disclosure in "Our Core
Business" where you discuss establishing default interchange reimbursement fees to
clarify that the fees your receive from issuers and acquirers are not derived from
interchange reimbursement fees or merchant discount rates.
Business
Competition, page 13
2.We note your response to comment four.  You state a payments network service provider
"facilitates payment processing" through its proprietary payments network and branded
payment products and can also provide authorization, clearing, and settlement services.

 FirstName LastNamePeter Andreski
 Comapany NameVisa Inc.
 June 14, 2023 Page 2
 FirstName LastNamePeter Andreski
Visa Inc.
June 14, 2023
Page 2
Please clarify whether this means that you sometimes "facilitate payment processing"
or provide authorization, clearing, and settlement services exclusive of providing the
other service.  If so, clarify for us the circumstances in which that occurs.  For example,
we note your proposed revised disclosure that payment processors perform processing
services on third-party networks and that you compete with them for the processing of
Visa transactions.  Please tell us whether these payment processors use your network and
clarify for us what type of revenues, if any, you earn in these circumstances.
3.We note your response to comment five.  You state 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.  Please tell us what type of revenue you earn on transactions
involving Visa-branded payment creditionals that are processed by other payment
networks.
Risk Factors
Merchants' and processors' continued push to lower acceptance costs..., page 23
4.We note your response to comment seven.  In your response to comment two you state the
fees you receive from issuers and acquirers are not derived from interchange
reimbursement fees or merchant discount rates.  Please clarify how merchants' and
processors' continued push to lower acceptance costs could harm your business.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Revenue Recognition, page 62
5.We note your response to comment 14.  You state "payments network services" include
Visa’s primary services of authorization, clearing and settlement of purchase transactions
as well as related services provided in the facilitation of money movement.  Please tell us
and revise to clarify whether the term "payments network services" is intended to refer to
the "authorization, clearing, and settlement" subset of services within the "data processing
revenue" category, is intended to refer to your various services generally (i.e., those that
generate "service revenues," "data processing revenues," "international transaction
revenues," etc.), or something else.

You state that acceptance revenues are included in both service revenues and data
processing revenues.  Please tell us why acceptance revenues are classified in both
revenue categories and clarify whether this is true on all acceptance services provided or if
it varies depending on the nature of the underlying acceptance service.  If the latter, tell us
how you determine the category in which acceptance revenues are classified.
Note 3 - Revenues, page 66
6.We note your response to comment 18.  Please tell us in greater detail why you believe

 FirstName LastNamePeter Andreski
 Comapany NameVisa Inc.
 June 14, 2023 Page 3
 FirstName LastName
Peter Andreski
Visa Inc.
June 14, 2023
Page 3
any incentive allocation method would be subjective given incentives can be tied
to customer contracts and customer performance.
7.We note your response to comment 19.  In your response you state that you have
considered if growth strategies (new flows and value added services) meet the definition
of categories to be disclosed, but that the focus of your filings, disclosures and earnings
calls are on your existing disaggregation categories.  Notwithstanding the references to
new flows and value added services in your earnings call identified in the bullets below,
stating that you disaggregate on a certain existing basis does not speak to whether
additional methods of disaggregation may be appropriate or necessary based on the
guidance in ASC 606-10-50-5 to 7 and 55-89 to 55-91.

With regard to customer categories, you state you do not report revenue by individual
financial institutions on a regular basis.  Please note that our reference to the potential of
disaggregating by customer type refers to customer categories not to individual customers.

You state you believe current disaggregation serves users of financial statements well.  To
clarify our comment, we are not suggesting replacing your current disaggregation, but are
seeking to understand whether and how you consider supplementing those categories with
potential additional disaggregation based on additional categories such as, but not limited
to:

•type of customer (because you earn revenue from different customer types such as
acquirers, issuers, and merchants);
•consumer payments, new flows, and value added services (because you disclose
amounts related to these categories outside the financial statements in your investor
earnings call; it appears users of your financial statements were interested in
information on new flows and value-added services based on the call; you reference
investing to grow in these areas; you state that value added services are affected
differently by economic factors (“value added services clearly is a whole range of
new services that are not necessarily all tied to economic ups and downs.”); and you
state that you’ve “organized that [new flows] business as a single business”); and/or
•specific geographic regions (because you disclose amounts related to these categories
outside the financial statements in your investor earnings call; and you disclose in
your risk factors “regulatory authorities and central banks in a number of jurisdictions
have reviewed or are reviewing these [interchange reimbursement] fees, rules and
practices”).

Please advise and focus your response on an analysis of the guidance in ASC 606 relative
to the points above.

 FirstName LastNamePeter Andreski
 Comapany NameVisa Inc.
 June 14, 2023 Page 4
 FirstName LastName
Peter Andreski
Visa Inc.
June 14, 2023
Page 4
            Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Document

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.”

1

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.

2

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

3

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.

4

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.

5

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):

6

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.

United States securities and exchange commission logo
May 16, 2023
Peter Andreski
Global Corporate Controller, Chief Accounting Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128
Re:Visa Inc.
Form 10-K for Fiscal Year Ended September 30, 2022
File No. 001-33977
Dear Peter Andreski:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended September 30, 2022
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.
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.
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

 FirstName LastNamePeter Andreski
 Comapany NameVisa Inc.
 May 16, 2023 Page 2
 FirstName LastNamePeter Andreski
Visa Inc.
May 16, 2023
Page 2
including in both categories.
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.
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.
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.
Risk Factors
Merchants' and processors' continued to push to lower acceptance costs..., page 23
7.Please revise to explain the term acceptance costs.
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.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
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.
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.

 FirstName LastNamePeter Andreski
 Comapany NameVisa Inc.
 May 16, 2023 Page 3
 FirstName LastNamePeter Andreski
Visa Inc.
May 16, 2023
Page 3
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.
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page 58
12.Please tell us your basis for presenting client incentives in both “adjustments to reconcile
net income to net cash provided by operating activities” and “change in operating assets
and liabilities.”
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Revenue Recognition, page 62
13.Please tell us and revise to disclose the parties you consider to be your customers under
ASC 606.  Please also clarify what types of revenues you earn from each of these
customer categories.
14.You disclose that you recognize revenue as the “payments network services” are
performed and that fixed fees for “payments network services” are generally recognized
ratably over the related service period.  Please describe payments network services and
clarify how they relate to the listed revenue categories (service revenues, data processing
revenues, international transactions revenues and other revenues).
15.We note your disclosure that service revenues consist of revenues earned for services
provided in support of client usage of Visa payment services.  Please tell us and revise to
describe in more detail the nature of these services.
16.You state that service revenues are “primarily assessed” using a calculation of current
[quarter’s] pricing applied to the prior [quarter’s] payment volume.  Please describe for us
in more detail how service revenues are measured and recognized.  Please tell us what you
mean by “primarily” and whether your use of the term “assessed” means levied/charged,
determined/recognized (in an accounting sense), or something else.  In your response,
please tell us why these service revenues for a period are based on a prior period’s
payment volume and whether these assessed service revenues represent the contractual
amount due for the current period or an estimate of the amount due based on prior period
volume.  Finally, please tell us why other service revenues assessed to support ongoing
acceptance and volume growth initiatives are able to be measured in the same period in
which the related volume is transacted.  For these other service revenues, please tell us
when such amounts are assessed relative to the timing of the related transaction volume.
17.We note you provide gateway services through Cybersource.  Please tell us how these

 FirstName LastNamePeter Andreski
 Comapany NameVisa Inc.
 May 16, 2023 Page 4
 FirstName LastName
Peter Andreski
Visa Inc.
May 16, 2023
Page 4
revenues are categorized.
Note 3 - Revenues, page 66
18.We note your presentation of disaggregated revenue on a gross basis, excluding the
impact of client incentives. Please tell us whether you are able to allocate incentives to
individual categories and present such disaggregated information on a net basis.
19.We note that you disaggregate revenue by four “revenue categories” (service, data
processing, international transaction, and other) and by two geographical categories (U.S.
and international).  Please tell us how you considered the requirement of ASC 606-10-50-
5 and 55-89 through 55-91 in determining your disclosure of disaggregated revenue from
contracts with customers including the disclosure of additional disaggregated
information.  In this regard, we note from page 7 for example that you seek to grow
revenue in three primary areas – consumer payments, new flows, and value-added
services, and that, according to remarks on your fourth quarter 2022 earnings call, each of
these grew in excess of 20%, and that new flows and value-added services are
approximately one-third of revenues.  We also note prepared remarks discussing progress
on business initiatives and sales results in specific geographic regions.  Finally, we note
your business section discusses additional product offerings such as Visa Direct and that
you earn revenue from various types of entities (such as financial institutions and
merchants, etc., as described in your business disclosure).
            In closing, 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.
            You may contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 4628

March 6 , 201 7

Via E-Mail
Vasant M. Prabhu
Chief Financial Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128

 Re: Visa  Inc.
  Form 10-K for the Fiscal Year Ended September 30 , 2016
  Filed November 15 , 2016
  File No. 1-33977

Dear Mr. Prabhu :

We refer you to our comment letter  dated  February 9, 2017  regarding business contacts
with Syria and Sudan .  We have completed our review of this subject matter.  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 .

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security R isk

 cc:  Jim Hoffmeister
  Corporate Controller and Chief Accounting Officer
 Visa Inc.

  Barbara Jacobs
  Assistant Director
  Division of Corporation Finance

CORRESP
1
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		Document

February 24, 2017

Cecilia Blye, Chief
Office of Global Security Risk
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

Re:

 Visa Inc.
Form 10-K for the Fiscal Year Ended September 30, 2016
Filed November 15, 2016
File No. 1-33977

Dear Ms. Blye:

In connection with Visa Inc.’s (“Visa”) Form 10-K filed with the Securities and Exchange Commission (the “Commission” or the “Staff”) on November 15, 2016 (the “Form 10-K”), we are writing in response to the Staff’s comments as transmitted to Visa by letter dated February 9, 2017.

For convenience, we have reprinted the Staff’s comments below in bold, with the corresponding response set forth immediately below the applicable comment.

Government Regulation, page 13
Anti-corruption, anti-money laundering, anti-terrorism and sanctions, page 14

1.

 In your letter to us dated March 14, 2014, you described contacts with Syria and Sudan.  The November 2016 Visa Merchant Data Standards Manual posted on your website includes Iran, Syria and Sudan in its list of Country Codes.  The October 15, 2016 Visa Core Rules posted on your website provides a list of countries which comprise Visa Regions, and the Central and Eastern Europe, Middle East and Africa region list includes Iran, Syria and Sudan.  As you are aware, Syria and Sudan are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Syria and Sudan since your 2014 letter, whether through subsidiaries, member financial institutions, clients, affiliates or other direct or indirect arrangements. For instance, we note that Bank of Syria and Overseas’ website discusses the terms of its International Visa Debit Card. Also, news articles report that Lebanese banks Blom Bank and Byblos Bank accept Visa cards. Blom Bank operates branches in Syria, and Byblos Bank operates in Syria and Sudan. You should describe any products or services you have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

1

Visa’s position with respect to Syria and Sudan remains consistent with past disclosures, including those in our March 2014 letter to the Commission. Visa does not permit financial institutions1 that are domiciled in Syria or Sudan to be Visa members. The same applies with respect to any financial institutions that are or become Specially Designated Nationals (“SDNs”) under prevailing sanctions imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). In addition, Visa does not permit any Visa members, wherever located, to issue Visa-branded cards, directly or indirectly, in Syria or Sudan or otherwise to use Visa’s payments system unless such use is exempt or authorized under applicable OFAC sanctions. This reflects Visa’s compliance position based on its legal obligations as an entity subject to U.S. sanctions, anti-money laundering and antiterrorism measures. This position is not expected to change absent changes in OFAC sanctions. Visa maintains policies and procedures intended to assure that use of Visa’s payments system remains consistent with OFAC sanctions and past OFAC guidance to Visa.

Visa continues to: (1) review and enhance its compliance systems, policies, procedures and controls; and (2) engage proactively with OFAC to minimize the risks that its products, services and systems may be used to further terrorism or other illicit activities. Visa proactively monitors for potentially unauthorized activity and addresses any issues as they arise. For example, in our March 2014 letter to the Commission, Visa referenced a voluntary disclosure to OFAC, which remains pending.  Such issues do not alter any of the representations made herein nor do they affect the materiality analysis: that Visa does not regard such matters as material to a reasonable investor in making an investment decision and that such matters will not, and do not, materially affect Visa’s reputation or share value.

The following additional information is provided in response to the Commission’s specific requests.

Contacts with Syria

Since Executive Order 13582 expanding sanctions against Syria went into effect in August 2011, Visa has had no active Syrian members and does not permit financial institutions that are domiciled in Syria, that are owned or controlled by the Government of Syria, or that are otherwise Syrian SDNs, to become Visa members. Visa does not have any operations, subsidiaries or affiliates in Syria, and has no agreements, commercial arrangements or other direct contacts with Syria, the Government of Syria, or any entities controlled by the Government of Syria.  In addition, Visa does not permit the distribution of Visa-branded cards, distribution of any of its other products, or distribution of any Visa services into Syria by any Visa member, except as exempt or authorized under applicable OFAC sanctions. Visa does not anticipate this position to change while OFAC sanctions remain in place.

Contacts with Sudan

As to past and current contacts with Sudan, Visa’s position remains unchanged since our March 2014 letter to the Commission. Visa has had no active Sudanese members and does not permit financial institutions that are domiciled in Sudan, that are owned or controlled by the Government of Sudan, or that are otherwise Sudanese SDNs, to become Visa members. Visa does not have any operations, subsidiaries or affiliates in Sudan, and has no agreements, commercial arrangements or other direct contacts with Sudan, the Government of Sudan, or any entities controlled by the Government of Sudan.

1 Visa has a limited number of non-financial institution members. The same principles apply to such non-financial institution members and references to "financial institutions" herein include all types of members.

2

In addition, Visa does not permit the distribution of Visa-branded cards, distribution of any of its other products, or distribution of any Visa services into Sudan by any Visa member, except as exempt or authorized under applicable OFAC sanctions.  As identified below, during the past three fiscal years Visa derived limited, indirect revenues from non-U.S. Visa members related to their activities in Sudan that were exempt under the OFAC sanctions.

As to anticipated contacts with Sudan, Visa notes that OFAC has recently issued a license to generally authorize most transactions with Sudan, including with the Government of Sudan and Sudanese SDNs, for a six month period in anticipation of a total lifting of the embargo on July 12, 2017.  Although now authorized, Visa has no plans to engage in or with Sudan at this time.

Visa Merchant Data Standards Manual and Core Rules

The Visa Merchant Data Standards Manual sets forth standards for entering and formatting merchant data submitted into the VisaNet authorization and clearing processing systems.  The table of country codes noted in the Commission’s letter is simply a set of technical specifications intended to provide the parties to a transaction with information about the merchant’s location.  In addition to supporting Visa’s own processing programs, the country codes support Visa’s U.S. issuers’ compliance programs by giving them information about the merchant that issuers can use to block transactions in sanctioned countries.  The table of country codes is not a list of jurisdictions in or with which Visa is currently doing business.

The Visa Core Rules contain fundamental rules that apply to all Visa payments system participants and specify the minimum requirements applicable to all members to uphold the safety, security, soundness, integrity, and interoperability of the Visa payments system. Visa has divided the globe into distinct regional geographies.  The list of countries in the Visa Core Rules merely defines these regions, enabling each Visa member to identify which requirements apply to that member’s business in a given region.  It is not a list of jurisdictions in or with which Visa is currently doing business.

Relationship with Byblos Bank, BLOM Bank, and Bank of Syria and Overseas

(1)

 Byblos Bank S.A.L. (“Byblos”) is a Visa principal member based in Lebanon.  Byblos Bank Syria S.A., a subsidiary of Byblos, was a Visa associate member in Syria until deactivated in August 2011 when Executive Order 13582 was issued.  On February 13, 2017, Byblos confirmed to Visa that neither Byblos nor any affiliate is providing Visa products or services in Sudan or Syria.

(2)

 BLOM Bank S.A.L. (“BLOM”) is a Visa principal member based in Lebanon.  On February 13, 2017, BLOM confirmed to Visa that it is not providing Visa products or services in Syria.

(3)

 Bank of Syria and Overseas (“BSO”), based in Syria, is no longer a Visa licensed member, having been deactivated in 2011 upon the issuance of Executive Order 13582.  BSO was previously a Visa associate member, sponsored by BLOM, a Visa principal member.  As noted above, BLOM has confirmed to Visa that it is not providing Visa products or services in Syria directly or through its affiliates, including BSO.  Moreover, BLOM informed Visa that the references on BSO’s website to an “International Visa Debit Card” are incorrect and would be removed.  Visa formally requested such removal by letter to BSO on February 14, 2017.  As of February 16, 2017, the references to Visa on the BSO website had been removed.

3

2.

 Please discuss the materiality of any contacts with Syria and Sudan you describe in response to the comment above, 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 the 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 know, various state and municipal governments, 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 of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.

As noted above, Visa does not permit any Visa members, wherever located, to issue Visa-branded cards, directly or indirectly, in Syria or Sudan or otherwise to use the Visa payments system unless such use is exempt or authorized under applicable OFAC sanctions.

During the last three fiscal years and for the quarter ended December 31, 2016, Visa recognized no revenue in connection with Syria.  During the last three fiscal years, Visa recognized cumulative revenues of approximately $1,503 in connection with Sudan. For the quarter ended December 31, 2016, Visa recognized no revenue in connection with Sudan.  As Visa does not have any operations in Sudan or Syria, there are no other associated assets or liabilities associated with such revenue.

The above-described revenues of $1,503—derived from non-U.S. Visa members’ exempt activities in Sudan—compared to Visa’s reported total global revenue for each of the last three years ($15.1 billion, $13.9 billion, and $12.7 billion for FY2016, FY2015 and FY 2014, respectively, and $4.5 billion for the quarter ended December 31, 2016), are de minimis. Given the de minimis nature of these activities, we do not believe there are material investment risks to an investor from a quantitative standpoint.

From a qualitative standpoint, Visa maintains extensive policies, procedures, programs and controls in its commitment to comply with all applicable laws and regulations, including those relating to Syria and Sudan. As noted above, Visa does not: (1) have any active members in Syria or Sudan or that are otherwise SDNs; (2) permit the distribution of Visa-branded cards, products or services in such countries; or (3) have any business operations, subsidiaries, affiliates, assets or liabilities in those countries. Further, Visa believes that its limited, indirect revenues derived from Sudan-related exempt activities of its non-U.S. members during the last three fiscal years as described above are de minimis. As such, Visa does not believe, nor is it aware of any indications, that these activities are likely to negatively impact the quantitative materiality analysis provided above, Visa’s reputation and share value or to be viewed by investors as qualitatively material in making an investment decision.

Similarly, because Visa itself does not do business with Sudan or Syria, Visa generally does not qualify for divestment under the various divestment initiatives adopted by state and municipal governments, universities, and other investors regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. We are not aware of any state or municipal governments, universities, or other investors having divested any shares in Visa due to any such divestment initiatives.

4

In sum, Visa believes that the limited, indirect revenues derived from Sudan-related exempt activities of its non-U.S. members during the last three fiscal years are de minimis, both individually and in the aggregate, compared to its global revenues and do not constitute a material investment risk for security holders. In reaching this determination, Visa considered both quantitative and qualitative factors, such as the impact of such indirect contacts upon Visa’s reputation and share value.

If you have any questions concerning the foregoing, please contact Jim Hoffmeister, Visa’s Corporate Controller and Chief Accounting Officer, at (650) 432-8165.

Sincerely,

/s/ Vasant M. Prabhu

Vasant M. Prabhu
Chief Financial Officer

cc:

 Jim Hoffmeister, Visa Inc.

 Barbara Jacobs, Assistant Director, U.S. Securities and Exchange Commission

5

Mail Stop 4628

February 9 , 201 7

Via E-Mail
Vasant M. Prabhu
Chief Financial Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128

 Re: Visa  Inc.
  Form 10-K for the Fiscal Year Ended September 30 , 2016
  Filed November 15 , 2016
  File No. 1-33977

Dear Mr. Prabhu :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosure.

Please  respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your respons e.

After reviewing your response to these  comments, we may have  additional comments.

Government Regulation, page 13
Anti-corruption, anti -money laundering, anti -terrorism and sanctions, page 14

1. In your letter to us dated March 14, 2014, you describe d contacts with Syria and Sudan.
The November 2016 Visa Merchant Data Standards Manual posted on your website
includes Iran, Syria and Sudan in its list of Country Codes.  The October 15, 2016 Visa
Core Rules posted on your website provides a list of coun tries which comprise Visa
Regions, and the Central and Eastern Europe, Middle East and Africa region list includes
Iran, Syria and Sudan.  As you are aware, Syria and Sudan are designated by the State
Department as state sponsors of terrorism and are subje ct to U.S. economic sanctions and
export controls.  Please describe to us the nature and extent of your past, current, and
anticipated contacts with Syria and Sudan since your 2014 letter, whether through
subsidiaries, member financial institutions, client s, affiliates or other direct or indirect

Vasant M. Prabhu
Visa Inc.
 February 9 , 2017
 Page 2

 arrangements.  For instance, we note that Bank of Syria and Overseas’ website discusses
the terms of its International Visa Debit Card.  Also, news articles report that Lebanese
banks Blom Bank and Byblos Bank acce pt Visa cards.  Blom Bank operates branches in
Syria, and Byblos Bank operates in Syria and Sudan.  You should describe any products
or services you have provided to Syria and Sudan, directly or indirectly, and any
agreements, commercial arrangements, or o ther contacts with the governments of those
countries or entities they control.

2. Please discuss the materiality of any contacts with Syria and Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investmen t 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 the 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 know, various state and
municipal governments, 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 of terrorism.  You should address the poten tial impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Syria and Sudan.

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.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

 cc:  Jim Hoffmeister
  Corporate Controller and Chief Accounting Officer
  Visa Inc.

  Barbara Jacobs
  Assistant Director
  Division of Corporation Finance

Mail Stop 4561
June 6, 2016

Charles W. Scharf
Chief Executive Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128

Re: Visa Inc.
 Form 8 -K filed January 28, 2016
 Form 8 -K filed December 2, 2015
File No. 001 -33977

Dear Mr. Scharf :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible fo r the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen

Kathleen Collins
Accounting Branch Chief
Office of I nformation Technologies
and Services

CORRESP
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		Document

May 27, 2016

Kathleen Collins, Chief

Office of Information Technologies and Services

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

 Visa Inc.

 Form 8-K filed January 28, 2016

 File No. 001-33977

Dear Ms. Collins:

In connection with Visa Inc.’s (“Visa”) Form 8-K filed with the U.S. Securities and Exchange Commission (“the Commission” or the “Staff”) on January 28, 2016, we are writing in response to the Staff’s comments dated May 12, 2016, which reference the Staff's prior comments dated March 29, 2016, and our response dated April 11, 2016.

We have reprinted the Staff’s comments below in bold, with our corresponding response below the applicable comment.

Exhibit 99.2

Reconciliation of Non-GAAP Financial Results

Calculation of Free Cash Flow, page A-2

1. Please refer to our prior comment 1. It remains unclear how you concluded that your measure of free cash flow should be characterized as a performance measure. In this regard, based on your response and the revised disclosures included in the Form 8-K filed on April 21, 2016, you appear to use this measure to present information related to cash generated and available for specified purposes such as stock buybacks and cash dividends. There is no indication that you use this measure to evaluate your ability to generate income or profits. Please provide additional analysis to support your conclusion that this measure is useful as a performance measure and that net income is the most directly comparable GAAP measure. Alternatively, revise your future filings to include a reconciliation to your cash flows from operations. In addition, as free cash flow is typically defined as cash flow from operations less capital expenditures, please consider renaming this measure (e.g., adjusted free cash flow) to avoid confusion.

Upon further reflection on the Staff's comment, we agree to present in our future filings "Adjusted Free Cash Flow" as a liquidity measure reconciled to net cash provided by (used in) operating activities as reported in our consolidated statement of cash flows in accordance with U.S. GAAP.  We will continue to disclose that we believe this non-GAAP metric is useful to investors so that they may understand our ability to generate cash to first re-invest in the business, and then return excess cash to shareholders through stock buybacks and cash dividends.

*       *       *

Visa acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to the 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.

If you have any questions concerning the foregoing, please contact me at (650) 432-8165.

Sincerely,

/s/ Jim Hoffmeister

Jim Hoffmeister

Corporate Controller and Chief Accounting Officer

Mail Stop 4561

May 12, 2016

Charles W. Scharf
Chief Executive Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128

Re: Visa Inc.
 Form 8 -K filed January 28, 2016
File No. 001-33977

Dear Mr. Scharf :

We have reviewed your  April 11, 2016  response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your re sponse.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior c omments are to comments in our March 29,
2016  letter.

Exhibit 99.2

Reconciliation of Non -GAAP Financi al Results

Calculation of Free Cash Flow, page A -2

1. Please refer to our prior comment 1.   It remains unclear how you concluded that your
measure of free cash flow should be characterized as a performance measure.  In this
regard, based on your response an d the revised disclosures included in the Form 8 -K filed
on April 21, 2016, you appear to use this measure to present information related to cash
generated and available for specified purposes such as stock buybacks and cash
dividends.  There is no indicat ion that you use this measure to evaluate your ability to
generate income or profits.   Please provide additional analysis to support your conclusion
that this measure is useful as a performance measure and that net income is the most

Charles W. Scharf
Visa Inc.
May 1 2, 2016
Page 2

 directly comparable GA AP measure.    Alternatively, revise your future filings to include
a reconciliation to your cash flows from operations.  In addition, as “free cash flow” is
typically defined as cash flow from operations less capital expenditures, please consider
renaming this measure (e.g., adjusted free cash flow) to avoid confusion.

You may contact Rebekah Lindsey, Staff Accountant  at (202) 551 -3303  if you have
questions regarding comments on the financial statements and related matters.  If you have any
other question s, please do not hesitate  to contact me at (202) 551 -3499 .

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

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		CORRESP

April 11, 2016

Kathleen Collins, Chief

Office of Information Technologies and Services

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

 Visa Inc.

 Form 8-K filed January 28, 2016

 Form 8-K filed December 2, 2015

 File No. 001-33977

Dear Ms. Collins:

In connection with Visa Inc.’s (“Visa”) Forms 8-K filed with the U.S. Securities and Exchange Commission (“the Commission” or the “Staff”) on January 28, 2016 and December 2, 2015, we are writing in response to the Staff’s comments dated March 29, 2016.

We have reprinted the Staff’s comments below in bold, with our corresponding response below the applicable comment.

Form 8-K filed January 28, 2016

Exhibit 99.2

Reconciliation of Non-GAAP Financial Results

Calculation of Free Cash Flow, page A-2

1.

 Please clarify for us whether you consider your measure of free cash flow to be a performance measure or a liquidity measure. In this regard, we note that you reconcile this measure to net income, which indicates that this may be a performance measure. If so, explain how this is a performance measure given the nature of the adjustments you are excluding, specifically, the cash adjustments for capital expenditures, litigation settlements and taxes paid. Please also tell us your consideration of providing disclosure clarifying why you believe this measure is useful for investors. Refer to Item (b) of Regulation G and Item 10(e)(1)(i)(C) of Regulation S-K.

Since Visa’s IPO in 2008, the Company has had a clear capital allocation strategy of first investing cash to grow our business organically and through acquisitions, and then returning excess cash to shareholders through stock buybacks and cash dividends.  Management has consistently messaged this strategy to investors in quarterly earnings calls.

Visa considers free cash flow the best performance metric to measure the Company’s generation of net income available to first re-invest in the business and then return excess cash to shareholders.

Free cash flow represents the portion of net income that translates into cash that we can return to our shareholders.  As such, our reconciliation begins with net income adjusted to reflect capital investments made in the

business, as our first call on cash, then further adjusts for Visa-specific financing arrangements such as litigation settlement payments funded by the U.S. retrospective responsibility plan.  The remaining adjustments are made to remove the effects of accrual accounting.

The Company believes its presentation of free cash flow is compliant with Item (b) of Regulation G, as all information required to make the presentation not misleading has been provided.  Management has consistently messaged Visa’s intent to return excess cash to shareholders, and supplemental presentation of free cash flow enables investors to compare free cash flow to the amount of stock buybacks and cash dividends.

Having reflected on the Staff’s comment regarding Item 10(e)(1)(i)(C) of Regulation S-K, we propose to enhance our disclosure going forward to better explain why we believe this metric is useful to investors.  Specifically, we propose to include the following statement in our free cash flow schedule in future periodic filings:

“Management believes that presentation of free cash flow is useful to measure the Company’s generation of net income available to first re-invest in the business and then return excess cash to shareholders through stock buybacks and cash dividends.  During the (six) months ended (March 31, 2016), we generated free cash flow of $X.X billion, and returned $X.X billion to investors through stock buybacks of $X.X billion, and dividends paid of $XXX million.  Free cash flow is a non-GAAP performance measure and should not be relied upon as a substitute for measures calculated in accordance with U.S. GAAP.  The following table reconciles as-reported net income to non-GAAP free cash flow.”

Form 8-K filed December 2, 2015

Exhibit 99.2

Note 5: Calculation of Estimated Purchase Consideration and Preliminary Purchase Price Allocation, page 7

2.

 The disclosure on page 10 indicates that customer relationship intangibles are indefinite lived assets because, historically, there were no material losses. Please tell us what portion of the $17 billion acquired intangible you anticipate allocating to customer relationships. Additionally, in your earnings call held on November 2, 2015, you acknowledge there is competition in the marketplace, and that there are “agreements in place . . . that stay intact and [that you will] work commercially beyond that.” Thus, it appears there is market competition present and customers of Visa Europe may not be obligated to remain customers of the combined company subsequent to the acquisition. As such, please tell us the factors considered when concluding that the customer relationship intangibles generated from this acquisition are indefinite lived pursuant to ASC 350-30-35-3.

The Company is in the process of determining the final allocation between customer relationships and reacquired rights.  However, our preliminary analysis indicates that the majority of the value will be allocated to customer relationships.

To determine the useful life of these intangible assets, the Company performed an analysis of historical Visa Europe customer attrition for the 5-year period April 1, 2010 to March 31, 2015, the most recent date for which customer information is available. This analysis indicated that the rate of customer attrition has been de minimis (e.g., less than 1% by revenue).

This result is consistent with our experience in 2007 when indefinite-lived intangible assets were acquired as part of Visa Inc.’s reorganization.  At that time, the Company completed the same analysis over 10-years of customer attrition in the “acquired regions” of Latin America; Asia Pacific; and, Central Europe, Middle East and Africa. As in Europe today, that analysis indicated that historical attrition amongst our clients had been de minimis, which supported the assignment of an indefinite life to these assets. In the nine years since, the Company has continually observed a de minimis attrition rate in its customer base, and as such, these assets continue to be classified as indefinite-lived.

The Company acknowledges that there has always been, and will continue to be, significant competition in the payments industry in Europe. Furthermore, Visa Europe’s customers are not obligated in any way to remain customers of the combined company subsequent to the acquisition. However, as demonstrated by the analysis

performed, both Visa Inc. and Visa Europe have demonstrated a long and successful history of retaining our clients, which we expect to continue going forward, and which we believe fully supports an indefinite life.

*    *    *

Visa acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to the 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.

If you have any questions concerning the foregoing, please contact me at (650) 432-8165.

Sincerely,

/s/ Jim Hoffmeister

Jim Hoffmeister

Corporate Controller and Chief Accounting Officer

Mail Stop 4561

March 29, 2016

Charles W. Scharf
Chief Executive Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128

Re: Visa Inc.
 Form 8 -K filed January 28, 2016
 Form 8 -K filed  December 2, 2015
File No. 001 -33977

Dear Mr. Scharf :

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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your r esponse.

After reviewing your response to these comments, we may have additional comments.

Form 8 -K filed January 28, 2016

Exhibit 99.2

Reconciliation of Non -GAAP Financial Results

Calculation of Free Cash Flow, page A -2

1. Please clarify for us whether you consider your measure of free cash flow to be a
performance measure or a liquidity measure.    In this regard, we note that you reconcile
this measure to net income, which indicates that this may be  a performance measure.   If
so, explain ho w this is a performance measure given the nature of the adjustments you are
excluding, specifically, the cash adjustments for capital expenditures, litigation
settlements and taxes paid.  Please also tell us your consideration of providing disclosure
clarif ying why you believe this measure is useful for investors.   Refer to Item (b) of
Regulation G and Item 10(e)(1)(i)(C) of Regulation S -K.

Charles W. Scharf
Visa Inc.
March 29, 2016
Page 2

 Form 8 -K filed December 2, 2015

Exhibit 99.2

Note 5:  Calculation of Estimated Purchase Consideration and Preli minary Purchase Price
Allocation, page 7

2. The disclosure on page 10 indicates that customer relationship intangibles are indefinite
lived assets because, historically, there were no material losses.   Please tell us what
portion of the $17 billion acquired intangible you anticipate allocating to customer
relationships.  Additionally, in your earnings call held on November 2, 2015, you
acknowledge there is competition in the marketplace, and that there are “agreements in
place  . . . that stay intact and [that you will] work commercially beyond that.”   Thus, it
appears there is market competition present and customers of Visa Europe may not be
obligated to remain customers of the combined company subsequent to the
acquisition.   As such, please tell us the factors co nsidered when concluding that the
customer relationship intangibles generated from this acquisition are indefinite lived
pursuant to ASC 350 -30-35-3.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 co mpany
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.

Charles W. Scharf
Visa Inc.
March 29, 2016
Page 3

You may contact Rebekah Lindsey, Staff Accountant] at (202) 55 1-3303  if you have
questions regarding comments on the financial statements and related matters.  If you have any
other questions, please do not hesitate  to contact me at (202) 551 -3499 .

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

March 24 , 2014

Via E-mail
Byron H. Pollitt
Chief Financial Officer
Visa Inc.
P.O. Box 8999
San Francisco , CA 9 4128

 Re: Visa  Inc.
  Form 10-K for the Fiscal Year Ended September 30 , 2013
  Filed November 22, 2013
  File No. 1-33977

Dear Mr. Pollitt :

We refer you to our comment letter dated February 12, 2014 regarding business contacts
with Syria, Sudan and Cuba.  We have completed our review of this subject matter.  We remind
you that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defense in any proceeding initiated b y the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the
filing includes the information the Securit ies Exchange Act of 1934 and all applicable rules
require .

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corp oration Finance

CORRESP
1
filename1.htm

Prepared by R.R. Donnelley Financial -- CORRESP

 SENT VIA FACSIMILE AND OVERNIGHT MAIL

March 14, 2014

 Cecilia Blye, Chief

Office of Global Security Risk

 Division of Corporate Finance

Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

Re:
Visa Inc.

Form 10-K for the Fiscal Year Ended September 30, 2013

Filed November 22, 2013

File No. 1-33977

 Dear Ms. Blye:

In connection with Visa Inc.’s ( “Visa”) Form 10-K filed with the Securities and Exchange Commission (the “Commission” or the
“Staff”) on November 22, 2013 (the “Form 10-K”), we are writing in response to the Staff’s comments dated February 12, 2014. Visa appreciates the March 14, 2014 extension to respond to the Commission’s
inquiry.

 We have reprinted the Staff’s comments below in bold, with our corresponding response below the applicable comment.

Government Regulation, page 9

 Anti-money laundering,
anti-terrorism, and sanctioned countries, page 10

1.
In your letter to us dated February 1, 2011, you discussed contacts with Iran, Syria, Sudan and Cuba, countries that are designated by the State Department as state sponsors of terrorism and which are subject to
U.S. economic sanctions and export controls. We note that you no longer include the disclosure, included in your fiscal 2011 and 2012 Forms 10-K, that you prohibited financial institutions that are domiciled in Cuba, Iran, Syria and Sudan from being
Visa members. In addition, we note disclosure on the website of the Department of Treasury’s Office of Foreign Assets Control that in August 2013 it issued a Finding of Violation against your subsidiary Visa International Service Association
for failing in September 2011 to timely file a report of blocked property in which a blocked Government of Syria-owned bank had an interest. We are also aware of third party news articles reporting that as of September 2011 Visa credit cards were no
longer valid in Syria.

 Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria,
Sudan and Cuba since your 2011 letter, whether through subsidiaries, member banks, affiliates, or other direct or indirect arrangements. In this respect, we note that your website provides a November 16, 2011 press release about MTN Group
offering a new Visa prepaid account, and we are aware of third party news articles report that Ahli United Bank of Bahrain, Emirates NBD and Al Salam Bank issue Visa cards. Each of these companies is reported to have contacts with some or all of the
referenced countries. Please tell us whether these companies provide your products or services in those countries. Your

response should describe any services, technology, products, equipment or components you have provided to the above referenced countries, directly or indirectly, and any agreements, commercial
arrangements, or other contacts with the governments of those countries or entities controlled by their governments.

 Visa’s
position with respect to Cuba, Iran, Syria and Sudan remains consistent with past disclosures included in our fiscal year 2011 and 2012 Form 10-Ks. Visa does not permit financial institutions that are domiciled in such countries to become Visa
members. The same applies with respect to any financial institutions that are or become Specially Designated Nationals (“SDNs”) under prevailing sanctions imposed by the U.S. Department of the Treasury’s Office of Foreign Assets
Control (“OFAC”). In addition, Visa does not permit any Visa members, wherever located, to issue Visa cards, directly or indirectly, in Cuba, Iran, Syria or Sudan. This reflects Visa’s compliance position based on its legal
obligations as an entity subject to U.S. sanctions, anti-money laundering and anti-terrorism measures. This position is not expected to change without changes in OFAC sanctions. Since many Visa members are non-U.S. financial institutions (i.e.,
entities that are not directly subject to OFAC restrictions), limited activities may occur involving Visa-branded cards issued outside of Cuba, Iran, Sudan and Syria and used for payments in such sanctioned countries or otherwise involving parties
subject to OFAC sanctions. Visa maintains policies and procedures intended to assure that such use of Visa’s payments system remains consistent with OFAC sanctions and past OFAC guidance.

Visa continues to: (1) review and enhance its compliance systems, policies, procedures and controls; and (2) engage proactively with OFAC to
minimize the risks that its products, services and systems may be used to further terrorism or other illicit activities. Because Visa recognizes the sheer volume of transactions processed daily through its system, it proactively monitors for
potentially unauthorized activity, spots issues and addresses problems as they arise. For example, Visa recently filed an initial notice of voluntary disclosure with OFAC regarding matters identified during a recent compliance review. These matters
do not alter any of the representations made herein nor do they affect the materiality analysis: that Visa does not regard such matters as material to a reasonable investor in making an investment decision and that such matters will not, and do not,
materially affect Visa’s reputation or share value.

 The following additional information is provided in response to the Commission’s
specific request.

 Contacts with Syria

 As to direct
contacts with Syria, prior to the expansion of sanctions against Syria in August 2011 (pursuant to Executive Order 13582), Visa had a limited number of active members in Syria (including one Government of Syria-owned bank) that issued
Visa-branded cards, offered Visa-branded ATM services, and/or acquired merchants to accept Visa card transactions. As described in our February 2011 letter, those activities were permissible under applicable OFAC sanctions in place at the time.

When the Executive Order 13582 went into effect, Visa took steps to comply with additional sanctions, including blocking payment transactions and
deactivating its Syrian members, in accordance with our Anti-Money laundering & Anti-Terrorist Financing and OFAC programs. As a result of these steps, Visa has no active Syrian members and does not permit financial institutions that are
domiciled in Syria, that are owned or controlled by the Government of Syria, or that are otherwise Syrian SDNs, to become Visa members. Visa does not have any operations, subsidiaries or affiliates in Syria, and has no agreements, commercial
arrangements or other direct contacts with Syria, the Government of Syria, or any entities controlled by the Government of Syria. In addition, Visa does not permit the distribution of Visa cards, any of its products or direct distribution of any
Visa services into Syria by any Visa member. Visa does not anticipate this position to change while OFAC sanctions remain in place.

 As to indirect contacts with Syria, as noted above, certain non-U.S. Visa members (i.e., those that
are not subject to U.S. jurisdiction) are known to conduct limited activity involving Visa-branded cards issued outside of Syria used to pay for transactions occurring in Syria.

Please be advised that OFAC’s August 2013 Finding of Violation against Visa International Service Association, a subsidiary of Visa, pertained to
Visa’s failure to timely file a report detailing settlement funds (owned by Real Estate Bank, a Government of Syria-owned bank) that became blocked when Executive Order 13582 came into effect. Visa properly deactivated Real Estate Bank’s
membership and timely froze the funds, but did not report to OFAC within 10 business days after it initiated the block. OFAC’s Finding was solely as a result of Visa’s late report to OFAC. Visa was approximately three weeks late in
reporting to OFAC due to its efforts to file an accurate report and to first resolve a known discrepancy in the amount blocked relating to inclusion of certain fees.

Contacts with Cuba and Sudan

 As to direct contacts
with Cuba and Sudan, Visa’s position remains unchanged since our February 2011 letter to the Commission. Visa does not permit financial institutions that are domiciled in Cuba or Sudan, that are owned or controlled by the governments of Cuba or
Sudan, or that are otherwise Cuban or Sudanese SDNs to be active Visa members. Visa does not have any operations, subsidiaries or affiliates in Cuba or Sudan. Visa has no agreements, commercial arrangements or other direct contacts with Cuba or
Sudan, their respective governments or any entities controlled by their respective governments. In addition, Visa does not permit the distribution of Visa cards, any of its products or direct provision of any Visa services into such countries by any
Visa member. The Company does not anticipate this position to change while sanctions remain in effect.

 As to indirect contacts in Cuba and
Sudan, Visa’s position remains unchanged. As noted above, certain of Visa’s non-U.S. members that are not subject to U.S. jurisdiction are known to conduct limited activity involving Visa-branded cards issued outside Cuba and Sudan and
used to pay for transactions occurring in those countries.

 Relationship with MTN Group, Ahli United Bank of Bahrain, Emirates NBD, and Al Salam Bank

(1)
MTN Group is a global mobile network operator. This entity is not a member of Visa, but Visa and its affiliates do conduct business with MTN Group. On November 16, 2011, Visa and MTN announced that MTN would be
offering Visa Mobile Prepaid accounts to MTN’s Mobile Money service enabling consumers to transact over our network through a Visa member bank. MTN has not launched this program in any country. On February 24, 2014, MTN has
confirmed to Visa that it does not provide any Visa products or services in Cuba, Sudan or Syria.

(2)
Ahli United Bank of Bahrain (“Ahli”) is a Visa licensed member. On February 22, 2014, Ahli has confirmed to Visa that it does not provide Visa products or services in Cuba, Sudan or Syria.

(3)
Emirates NBD is a Visa licensed member. On February 19, 2014, Emirates NBD has confirmed to Visa that it does not provide Visa products or services in Cuba, Sudan or Syria.

(4)
Al Salam Bank is a Visa licensed member. On February 19, 2014, Al Salam has confirmed to Visa that it does not provide Visa products or services in Cuba, Sudan or Syria.

As described-above, non-U.S. Visa members, such as those named above (which are not themselves subject to U.S. jurisdiction), may conduct limited activities involving
Visa-branded cards issued outside Cuba, Sudan and Syria but used to pay for transactions occurring in such countries.

2.
Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in response to the foregoing 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 the 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. Various state and municipal
governments, 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 of terrorism. Your materiality analysis should address
the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria, Sudan and Cuba.

As stated in our February 2011 letter, Visa believes that its limited, indirect contacts with Cuba, Sudan and Syria are de minimis, both
individually and in the aggregate, compared to its global revenues and do not constitute a material investment risk for security holders. In reaching this determination, Visa considered both quantitative and qualitative factors, such as the impact
of such contacts upon the Company’s reputation and share value.

 For each of the last three fiscal years, Visa recognized annual revenue of
less than $4 million in connection with Cuba, and less than $10,000 in connection with Sudan. For the quarter ended December 31, 2013, Visa recognized revenue of less than $1 million in connection with Cuba, and less than $1,000 in connection
with Sudan. Since the expansion of sanctions against Syria and Visa’s resulting suspension of direct contacts with Syria, Visa’s annual revenue in connection with its members’ activities in Syria has significantly declined.
Specifically, Visa’s annual revenue for Syria has decreased from just under $1 million, to less than $25,000 and to less than $1,000 in FY 2011, FY 2012 and FY 2013, respectively. As Visa does not have any operations in Cuba, Syria or Sudan,
there are no other associated assets or liabilities associated with such revenues.

 The above-described revenues derived from Visa members’
activities in Cuba, Sudan and Syria, compared to Visa’s reported total global revenue for each of the last three years ($11.8 billion, $10.4 billion, $9.2 billion for FY2013, FY2012 and FY 2011, respectively, and $3.2 billion for the quarter
ended December 31, 2013), represent de minimis amounts, being less than 0.05% in aggregate in any of these given periods. Given the de minimis nature of these activities, we do not believe there are material investment risks to an
investor from a quantitative standpoint.

 From a qualitative standpoint, Visa maintains extensive policies, procedures, programs and controls in its
commitment to comply with all applicable laws and regulations, including those relating to Cuba, Sudan and Syria. As noted above, Visa does not: (1) have any active members in Cuba, Sudan, or Syria or which are otherwise SDNs; (2) permit
the distribution of Visa-branded cards, products or services in such countries; or (3) have any business operations, subsidiaries, affiliates, assets or liabilities in those countries. Further, Visa believes that its limited, indirect contacts
with Cuba, Sudan and Syria through the activities of its non-U.S. member banks, which are not subject to U.S. jurisdiction, are de minimis. As such, Visa does not believe, nor is it aware of any indications, that these activities are likely
to negatively impact the quantitative materiality analysis provided above, the Company’s reputation and share value or to be viewed by investors as qualitatively material in making an investment decision.

Similarly, because Visa itself does not do business with Cuba, Sudan and Syria, Visa generally does not qualify for divestment under the various
divestment initiatives adopted by state and municipal governments, universities, and other investors regarding investment in companies that do business with

U.S.-designated state sponsors of terrorism. We are not aware of any state or municipal governments, universities, or other investors having divested any shares in Visa due to any such divestment
initiatives.

 In sum, the Company has considered both quantitative and qualitative factors and, given the de minimis, limited and indirect
nature of Visa’s contacts with these countries (solely by way of its non-U.S. members) and Visa’s ongoing efforts to comply with applicable OFAC sanctions, Visa does not regard such contacts as material to a reasonable investor in making
an investment decision. Accordingly, it is our position that such contacts will not, and do not, materially affect Visa’s reputation or share value.

*
*        *

 Visa
acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to the disclosure in response to Staff comments do not foreclose the Commission fr

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

February 12, 2014

Via E-mail
Byron H. Pollitt
Chief Financial Officer
Visa Inc.
P.O. Box 8999
San Francisco , CA 9 4128

 Re: Visa  Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2013
  Filed November 22, 2013
  File No. 1-33977

Dear Mr. Pollitt :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to th is letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Government Regulation, page 9
Anti-money laundering, anti -Terrorism and sanctioned countries, page 10

1. In your letter to us dated February 1, 2011, y ou discussed contacts with Iran, Syria,
Sudan and Cuba, countries that are designated by the State Department as state sponsors
of terrorism and which are subject to U.S. economic sanctions and export controls.  We
note that you no longer include the discl osure, included in your fiscal 2011 and 2012
Forms 10 -K, that you prohibited financial institutions that are domiciled in Cuba, Iran,
Syria and Sudan from being Visa members.  In addition, we note disclosure on the
website of the Department of Treasury’s O ffice of Foreign Assets Control that in August
2013 it issued a Finding of Violation against your subsidiary Visa International Service
Association for failing in September 2011 to timely file a report of blocked property in
which a blocked Government of S yria-owned bank had an interest.  We are also aware of

Byron H. Pollitt
Visa Inc.
February 12, 2014
Page 2

 third party news articles reporting that as of September 2011 Visa credit cards were no
longer valid in Syria.

Please describe to us the nature and extent of any past, current, and anticipated conta cts
with Syria, Sudan and Cuba since your 2011 letter, whether through subsidiaries, member
banks, affiliates, or other direct or indirect arrangements.  In this respect, we note that
your website provides a November 16, 2011 press release about MTN Group offering a
new Visa prepaid account, and we are aware of third party news articles report that Ahli
United Bank of Bahrain, Emirates NBD and Al Salam Bank issue Visa cards.  Each of
these companies is reported to have contacts with some or all of the refer enced countries.
Please tell us whether these companies provide your products or services in those
countries.  Your response should describe any services, technology, products, equipment
or components you have provided to the above referenced countries, d irectly or
indirectly, and any agreements, commercial arrangements, or other contacts with the
governments of those countries or entities controlled by their governments.
2. Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in
response to the foregoing 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, as sets, and
liabilities for the last three fiscal years and the 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 im pact of corporate
activities upon a company’s reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do busin ess with U.S. -
designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Syria, Sudan and Cuba.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the compa ny and its management are
in possession of all facts relating to the 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 for eclose
the Commission from taking any action with respect to the filing; and

Byron H. Pollitt
Visa Inc.
February 12, 2014
Page 3

  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.

Please  contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corporation Finance

July 11, 2012

Via E-mail
Joseph W. Saunders
Chief Executive Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA  94128 -8999

Re: Visa Inc.
 Form 10-K for Fiscal Year Ended September 30, 2011
Filed on November 18, 2011
File No. 001 -33977

Dear Mr. Saunders :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy  of the disclosure in the filing t o be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Stephen G. Krikorian

Stephen G. Krikorian
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 SENT VIA EXPRESS MAIL

 Byron Pollitt

 Chief Financial Officer

May 9, 2012

 Stephen Krikorian

 Tamara Tangen

 Division of
Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Visa Inc.

Form I0-K for the Fiscal Year Ended September 30, 2011

File No. 001-33977

 Mr. Krikorian and
Ms. Tangen:

 In connection with Visa Inc.’s (the “Company” or “Visa”) Form 10-K filed with the
Securities and Exchange Commission (the “Commission” or the “Staff”) on November 18, 2011 (the “Form 10-K”), we are writing in response to the Staff’s comments as transmitted to the Company by email dated
May 1, 2012. For convenience, we have reprinted the Staff’s comments below in bold, with the corresponding response set forth immediately below the applicable comment.

 Form 10-K for the Fiscal Year Ended September 30, 2011

 Management’s
Discussion and Analysis of Financial Condition and Results of Operations

 Fundamo and PlaySpan Acquisition page 42

1.
Tell us why you describe the impact of the acquisitions as having a dilutive effect on EPS when both were acquired for cash. Please clarify your use of the term
“dilution” and quantify the impact these acquisitions had on your earnings. Further, we note that your financial statement footnote Note – 5 Acquisitions does not contain disclosures outlined in ASC 805-10-50-2(h). Provide your
analysis of why such disclosures were not provided.

  Page
 2
 of 4

 Response: Both Fundamo and PlaySpan generated net losses in Fiscal 2011
subsequent to their acquisition, thereby reducing our total net income and diluting or reducing our reported earnings per share for the year. Our disclosures quantify the dilutive impact of each acquisition to our reported fully diluted class A
common stock earnings per share for the year ($0.02 and $0.03 per share for Fundamo and PlaySpan, respectively). We provided this disclosure to provide a clearer understanding of the performance of our core business by enabling the reader to
calculate the earnings per share we would have reported had these acquisitions not occurred.

 We did not disclose the
information required in ASC 805-10-50-2(h), including the supplemental pro-forma information, because the operations of the acquired businesses are not material to our financial statements. Had we acquired PlaySpan and Fundamo at the beginning of
Fiscal 2010, each company’s net loss for the year would have reduced Visa’s consolidated net income by less than 1%.

 Notes to
the Consolidated Financial Statements

 Note 20 – Income Taxes, page 120

2.
Please tell what consideration you gave to providing disclosures regarding deferred tax liabilities pursuant to FASB ASC 740-30-50-2(c).

 Response: As disclosed on page 123 of our Form 10-K, we intend to reinvest all of our cumulative
undistributed earnings in our international subsidiaries. We came to the conclusion that it was impractical to determine, and therefore disclose, the amount of income taxes that would have resulted had these earnings been repatriated after
considering, among other factors,: (i) the significant judgment and assumptions that inherently need to be made in analyzing the various potential forms of distribution available; (ii) the disparate tax treatments applicable to
distributions in the numerous foreign jurisdictions in which we operate; and (iii) the complex application of foreign withholding tax and tax credit rules in numerous foreign countries. The wide range of potential outcomes that could result due
to these factors, among others, makes it impractical to calculate the amount of tax that hypothetically would have been recognized on these earnings had they been repatriated.

  Page
 3
 of 4

 Note 21 – Legal Matters, page 124

Multidistrict Litigation Proceedings (MDL), page 127

3.
On page 128, you state that some loss related to the MDL proceedings is reasonably possible and that the current uncommitted balance in the covered litigation escrow
account (“$2.7 billion”) is consistent with your estimate of the lower end of a negotiated settlement for the entire matter. Please explain to us why you have not disclosed the high end of what appears to be a range of the reasonably
possible loss. In addition, describe the factors that changed your estimate of this amount and resulted in an increase of $1.57 billion in the first quarter of 2012.

Response: The $2.7 billion referenced by the Company was consistent with the Company’s estimate of its share of the lower end
of a negotiated settlement for the entire matter. The Company is not able to determine the high end of a reasonably possible loss if a negotiated settlement can be reached. In light of the complexities of settling large class action lawsuits, and
the high likelihood some plaintiffs will opt-out of any settlement and sue the Company separately for amounts and remedies heretofore unspecified, any potential high end of a reasonably possible loss in connection with a negotiated settlement would
be highly speculative and potentially misleading.

 In the absence of a negotiated settlement, the potential loss would depend
on the Company winning or losing on the merits in the class litigation, as well as all opt-out and individual plaintiff cases. Because it is not possible to accurately assess the outcome of all such cases, and because each party that opts out of the
class may have its own (heretofore unspecified) damage demands, it is not possible to calculate any range of reasonably potential loss for this matter in the absence of a final negotiated settlement of the entire matter.

The increase of $1.57 billion dollars in the quarter ended December 31, 2011, was based on the Company’s ongoing participation
in the mediation process and reflects the Company’s updated estimate of its share of the lower end of a negotiated settlement for the entire matter, based on the overall dynamics of the mediation process at the time.

Exhibits

4.
 On page 128, you describe the terms of an omnibus agreement with your co-defendants in the interchange litigation for the multidistrict litigation
proceedings in MDL 1720. Please confirm that you will file this agreement with your next periodic report in its entirety, or provide us a detailed analysis why you believe this agreement is not a material agreement required to be filed under
Item 601(b)(10) of Regulation S-K.

  Page
 4
 of 4

Response: The Company respectfully believes that the Omnibus Agreement is not a material agreement required to be filed under Item 601(b)(10) of Regulation S-K. The
Company’s Retrospective Responsibility Plan, including its Loss Sharing Agreement and the Interchange Judgment Sharing Agreement, provide for the funding of any settlements or judgments in connection with the interchange litigation. The
Omnibus Agreement did not amend those agreements, both of which the Company has already filed as required under Item 601, and therefore does not have a material operative effect on the Company, even though the other provisions of the Omnibus
Agreement may have material operative effects for the other parties with respect to the MasterCard Portion of any liability.

We acknowledge 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.

 If you have any questions concerning the foregoing, please contact Jim Hoffmeister at
(650) 432-8165, Visa’s Global Corporate Controller.

 Sincerely,

 /s/ Byron H. Pollitt

Byron H. Pollitt

Chief Financial Officer

cc:
Joseph W. Saunders, Chairman of the Board and Chief Executive Officer

Robert Matschullat, Audit and Risk Committee Chairman

Thomas A. M’Guinness, Chief Corporate Counsel

James H. Hoffmeister, Global Corporate Controller

May 1, 2012

Via Facsimile
Joseph W. Saunders
Chief Executive Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA  94128 -8999

Re: Visa Inc.
 Form 10-K for Fiscal Year Ended September 30, 2011
Filed on November 18, 2011
File No. 001 -33977

Dear Mr. Saunders :

We have reviewed your filing s and have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  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 will pro vide 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 comment s, we may have  additional comments.

10-K for Fiscal Year Ended September 30, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Adjusted Financial Results, page 42

Fundamo and PlaySpan Acquisition, page 42

1. Tell us why you describe the impact of the acquisitions as having a dilutive effect on EPS
when both were acquired for cash.  Please clarify your use of the term “dilution” and
quantify  the impact these acquisitions had on your earnings.  Further, we note that your
financial statement footnote Note – 5 Acquisitions does not contain disclosures outlined

Joseph W. Saunders
Visa Inc.
May 1, 2012
Page 2

 in ASC 805 -10-50-2(h).  Provide your analysis of why such disclosures were not
provide d.

Notes to the Consolidated Financial Statements

Note 20 – Income Taxes, page 120

2. Please tell what consideration you gave to p roviding disclosures regarding deferred tax
liabilities  pursuant to FASB ASC 740 -30-50-2(c).

Note 21 – Legal Matters, page 1 24

Multidistrict Litigation Proceedings (MDL), page 127

3. On page 128, you state that some loss related to the MDL proceedings is reasonably
possible and that the current uncommitted balance in the covered litigation escrow
account (“$2.7 billion”) is cons istent with your estimate of the lower end of a negotiated
settlement for the entire matter.  Please explain to us why you have not disclosed the high
end of what appears to be a range of the reasonably possible loss. In addition, describe
the factors that  changed your estimate of this amount and resulted in an increase of $1.57
billion in the first quarter of 2012.

Exhibits

4. On page 128, you describe the terms of an omnibus agreement with your co -defendants
in the interchange litigation for the multidistri ct litigation proceedings in MDL  1720.
Please confirm that you will file this agreement with your next periodic report in its
entirety, or provide us a detailed analysis why you believe this agreement is not a
material agreement required to be filed under Item 601(b)(10) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all appl icable 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.

Joseph W. Saunders
Visa Inc.
May 1, 2012
Page 3

 In responding to our co mments, 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 foreclo se
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.

You may co ntact  Tamara Tangen, Staff Accountant, at (202) 551 -3443 if you have
questions regarding comments on the financial statements and re lated matters.  Please contact me
at (202) 551 -3730  with any other questions.

Sincerely,

 /s/ Stephen G. Krikorian

Stephen G. Krikorian
Accounting Branch Chief

March 1, 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 completed our review of the above  referenced filings and have no further
comments at this time on the specific issues raised.
Sincerely,    Craig D. Wilson
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

SENT VIA FAX AND EXPRESS MAIL

February 1, 2011

 Craig D. Wilson

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Visa Inc.

 Form I0-K for the
Fiscal Year Ended September 30, 2010

 File No. 001-33977

 Dear Mr. Wilson:

 In connection with Visa Inc.’s (the
“Company” or “Visa”) Form 10-K filed with the Securities and Exchange Commission (the “Commission” or the “Staff”) on November 19, 2010 (the “Form 10-K”), we are writing in response to the
Staff’s comments as transmitted to the Company by letter dated January 20, 2011. For convenience, we have reprinted the Staff’s comments below in bold, with the corresponding response set forth immediately below the applicable
comment.

 Form 10-K for the Fiscal Year Ended September 30, 2010

 Item 1. Business

 Government Regulation

Anti-Money Laundering and Anti-Terrorism, page 15

1.
We note in 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.

 Cuba, Iran, and Sudan are subject to comprehensive
OFAC embargoes. The Myanmar sanctions incorporate a broad proscription on the export of financial services. Syria is not subject to such OFAC sanctions. Unlike these other countries, the sanctions in place against Syria do not generally prohibit US
persons, such as Visa, from engaging in transactions in or with Syria. Similar to our response dated February 4, 2008, to the SEC, the revenues generated from Syria remain an immaterial portion of the Company’s fiscal operating revenues.
Additionally, the Company has complied with and continues to comply with all applicable laws with regard to Syria, and the Company does not believe there is a qualitative basis for finding that restrictions related to Syria are material to the
Company or to investors.

 Visa

 P.O.
Box 194607

 San Francisco, CA 94119-4607

 U.S.A.

  Page
 2
 of 14

2.
Please update us on your contacts with Iran, Syria, Sudan and Cuba, countries identified by the U.S. 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 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
countries in Europe, Asia and the Middle East including Syria and several other countries to send and receive funds. We note that your website lists 10 branches of the Commercial Bank of Syria under the ATM locator section. Your response should
describe any agreements, commercial arrangements, or other contracts you have had with the governments of Iran, Syria, Sudan or Cuba, or entities controlled by these governments.

In your response, please include a discussion of indirect contact with these countries whether through affiliates, partners, 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 have a representative office in Iran. We also note from an
October 2009 news article that you and the National Bank of Kuwait partnered with Zain, a telecommunications operator in the Middle East and Africa to launch the first Near Field Communication mobile payment trial in the Persian Gulf. Zain provides
communications services in Iran, Syria and Sudan and the National Bank of Kuwait began obtaining licenses to open a branch in Syria and has helped arrange funding for an expansion of a telecom company’s business operations in Sudan.

 Our representations regarding our contacts, or lack of them, with Iran, Syria, Sudan, and Cuba provided on August 21,
2007 and February 4, 2008 remain accurate. Visa has no agreements, commercial arrangements or other contracts with the governments of Iran, Sudan or Cuba or with entities controlled by these governments.

We note that doing business with the government of Syria is generally permitted. However, we now have only one (compared to two mentioned
in our August 21, 2007 letter to the SEC) member bank that is wholly-owned or majority-owned by the Syrian government. The Company believes that it recognized revenues of approximately $106,000 from Real Estate Bank in Syria in fiscal year
2010. We have no other agreements, commercial arrangements, or other contracts with the government of Syria or with entities controlled by it.

 Specific to the 2008 news article, Visa would like to clarify that the 13 countries did not include Syria and would direct the SEC to the actual press release by Visa Inc. on July 30, 2008
(http://corporate.visa.com/media-center/press-releases/press807.jsp). The 13 countries referenced in our press release were France, Georgia, Greece, India, Indonesia, Kazakhstan, Malaysia, Russia, Singapore, Sweden, Switzerland, Ukraine and the
United Arab Emirates.

  Page
 3
 of 14

Visa notes that the article referenced was published by Al Bawaba (Middle East) Ltd and was inaccurate.

 Specific to our website that listed 10 branches of the Commercial Bank of Syria under the ATM locator section, the information was incorrect and out-dated. The Commercial Bank of Syria’s licenses
were suspended in September 2007 pursuant to a decision by Visa. Following the designation of the Commercial Bank of Syria by the US Treasury under Section 311 of the USA PATRIOT Act as a “financial institution of primary money-laundering
concern,” Visa required the Commercial Bank of Syria to undergo an independent audit of its anti-money laundering controls. When the bank did not comply by the date set, Visa suspended the licenses of the bank, resulting in the ceasing of all
Visa activity associated with that entity. These ATMs do not accept Visa cards and have now been removed from our website.

Please refer to our response in Item 3 for a discussion of any indirect contacts with Iran, Cuba, Syria or Sudan.

3.
Please discuss the materiality of your contacts with Iran, Cuba, Syria 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 governments, 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 of terrorism. 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.

 From a quantitative standpoint, the Company believes that its contacts with Real Estate Bank in Syria are de minimis. The Company’s total related revenues were approximately $74,000, $96,000,
$106,000 and $16,000 for fiscal years 2008, 2009, 2010, and the quarter ending December 31, 2010, respectively. Visa has no assets or liabilities designated to Real Estate Bank. Compared to Visa Inc.’s 2010 operating revenues of
approximately $8 billion, the revenues associated with Real Estate Bank are de minimis. In addition, from a qualitative standpoint, the Company believes that it complies with all applicable law with regard to Syria. As noted above, the Company has
no direct contacts with Iran, Cuba, or Sudan. In summary, based on both quantitative and qualitative factors, the Company believes that any contacts with Iran, Cuba, Syria and Sudan would not be considered material to a reasonable investor in making
an investment decision and, accordingly, these operations will not materially affect the Company’s reputation or share value.

 As to indirect contacts through affiliates, clients, partners, or other arrangements, certain non-U.S. Visa members located in countries not subject to U.S. jurisdiction have very

  Page
 4
 of 14

limited Visa activity with Visa branded cards in Cuba, Iran, Sudan and Syria. For each of the last three fiscal years, Visa recognized annual revenue of less than $3 million and $1 million in
connection with Cuba and Syria, respectively. For the quarter ended December 31, 2010, Visa recognized revenue of less than $750,000 and $250,000, respectively in connection with these countries. Visa did not recognize more than $1,000 in
revenue in connection with Iran or Sudan in any of these periods. Given the de minimis nature of this business and Visa’s compliance with applicable OFAC sanctions, Visa does not regard this as constituting a material investment risk either
quantitatively or qualitatively.

 Specific to potential for reputational harm from our relationships with HSBC, Zain and the
National Bank of Kuwait, Visa does not foresee reputational harm due to the following reasons. Visa has a risk assessment process that is designed to ensure that the Visa system is not used to facilitate money laundering or terrorist financing. More
specifically, Visa has conducted due diligence on HSBC and National Bank of Kuwait as clients. HSBC and National Bank of Kuwait are not licensed to issue Visa cards or acquire merchants out of Syria, Sudan or Iran. The Zain pilot was specifically
engaged with Zain-Kuwait and the National Bank of Kuwait in October 2009 approximately four months after Zain’s mobile phone license was terminated by the Iranian Government per public news sources. Furthermore, the pilot through National Bank
of Kuwait’s Visa license was limited to Kuwait. Visa feels confident that the risk of reputational harm is mitigated by the restricted authority given to the National Bank of Kuwait and Visa’s due diligence processes.

In summary, Visa, itself, has no operations, subsidiaries or affiliate entities in Cuba, Iran, Sudan or Syria (other than as disclosed
above) and any arrangements by non-U.S. member banks with respect to such jurisdictions are de minimis, both individually and in the aggregate.

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 cannot be reliably estimated and that the $267 million 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 billion dollars or
more.” Please explain why you have included no such statement within this footnote in light of its potential significance in the event of exercise.

 We did not previously include this disclosure in the contractual obligations table on page 58 because we believed that it was adequately covered in the liquidity discussion on page 55. However, we
acknowledge the benefit of also including this language in the table itself and therefore propose disclosing it in future filings.

  Page
 5
 of 14

 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 are indicative 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.

 We believe
the disclosures in our MD&A are consistent with the overall objectives outlined in Reg. S-K Item 303, and provide management’s view into significant trends underlying the business. We do not believe that the refinements to our
settlement risk policy create material variability in our fiscal 2010 results, nor are they expected to create material variability in our future financial results, as further discussed below. As such, we do not believe they are indicative of a
significant trend in our business requiring further disclosure in MD&A. Rather, these policy refinements are simply reflective of enhanced risk management processes. As highlighted in our risk factors on page 31, from time to time, we review and
revise our risk management methodology and inputs as necessary.

 As disclosed in Note 13, during the fourth quarter of Fiscal
2010, we refined our policy for U.S. clients to decrease the number of safety margin days factored in calculating total exposure and increase the exposure threshold at which collateral is required. We concluded that these changes were appropriate
given: (i) enhancements in the systematic information received from the US Conservators, the Federal Deposit Insurance Corporation (FDIC) and National Credit Union Administration (NCUA), most significantly the receipt of more timely information
regarding financial institution closures, and (ii) greater decision making experience of Visa staff, primarily as a result of the increased number of bank failures during the recent economic crisis. This experience enables Visa to better assess
when further risk control measures, such as blocking authorization of Visa transactions, should be initiated. These further risk control measures are described on page 12 of our Form 10-K.

  Page
 6
 of 14

 It may seem counterintuitive for Visa to make these changes following a period
characterized by such a difficult and uncertain economic climate. However, they represent refinements made in light of enhancements to both available information and our ability to assess risk. These changes in methodology were further supported by
analytical review. In 2008, 2009 and 2010, a total of 40, 163, and 178 financial institutions, respectively, failed in the U.S. Although most of these institutions were Visa clients, we suffered no settlement losses as a result of their failures.
This history indicates that our existing policies and procedures more than fully managed the settlement risk we undertook during this difficult economic period. An analysis of 2010 further indicates that had we applied our refined collateral
methodology, we still would have expected no settlement losses to occur. Furthermore, our analysis indicated that over 99% of settlement exposure during this time would have been settled during the shortened safety margin day factor reflected in our
revised methodology.

 As we have incurred no settlement losses from financial institution failures during the reported periods
and do not expect these refinements to our methodology to create material variability going forward, we do not believe that further discussion or disclosure in the MD&A is warranted.

 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

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

Mail Stop 4561         A p r i l  2 3 ,  2 0 0 9   Joseph W. Saunders Chief Executive Officer Visa Inc. P.O. Box 8999 San Francisco, CA 94128
Re: Visa Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2008  File No. 001-33977

Dear Mr. Saunders:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.             S i n c e r e l y ,           / s /  S t e p h e n  K r i k o r i a n

        Stephen Krikorian         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 SENT VIA FAX AND EXPRESS MAIL

 April 21,
2009

 Stephen Krikorian

 Jason Niethamer

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 4561

 Washington, D.C. 20549

Re:
Visa Inc.

Form I0-K for the Fiscal Year Ended September 30, 2008

File No. 001-33977

 Gentlemen:

 In connection with Visa Inc.’s (the “Company” or “Visa”) Form 10-K filed with the Securities and Exchange Commission (the “Commission” or the
“Staff”) on November 21, 2008, we are writing in response to the Staff’s comments as transmitted to the Company by letter dated February 6, 2009 as discussed further in conference calls held on March 17, and
April 1, 2009. This letter details the draft disclosure discussed with the Staff which the Company proposes to include in its Form 10-Q for the quarters ending March 31, and June 30, 2009 as well as its Form 10-K for the year ended
September 30, 2009 in response to your comments.

 The Company proposes to enhance its discussion of the put option in the Liquidity section of
Management’s Discussion and Analysis in its Form 10-Q for the quarters ending March 31, and June 30, 2009 through inclusion of the below draft disclosure. Further edits to this draft disclosure will be made as necessary to reflect any
changes in facts and circumstances.

 Uses of Liquidity

 Visa Europe put-call option agreement. We have granted Visa Europe a perpetual put option which, if exercised, will require us to purchase all of the outstanding shares of capital stock of Visa Europe from its members.
Visa Europe may exercise the put option at any time. The purchase price of the Visa Europe shares under the put option is based upon a formula that, subject to certain adjustments, applies Visa Inc.’s forward price-to-earnings multiple (the
“P/E ratio”) at the time the option is exercised (as defined in the option agreement) to Visa Europe’s projected sustainable adjusted net operating income for the forward 12-month period (“adjusted sustainable income”). Visa
Europe’s adjusted sustainable income is calculated under the terms of the put option agreement and includes potentially material adjustments for cost synergies and other negotiated items.

 At March 31, 2009, the fair value of the put option liability was $XXX million. While this amount represents
the fair value of the put option at March 31, 2009, it does not represent the actual purchase price that we may be required to pay if the option is exercised. The purchase price we could be obligated to pay 285 days after exercise will
represent a substantial financial obligation, which could be several billion dollars or more. We may need to obtain third-party financing, either by borrowing funds or undertaking a subsequent equity offering in order to fund this payment. The
amount of that potential obligation could vary dramatically based on, among other things, Visa Europe’s adjusted sustainable income and our P/E ratio, in each case, as determined at the time the put option is exercised.

 Given the perpetual nature of the put option and the various economic conditions which could be present at the time of exercise, the ultimate obligation of the
Company in the event of exercise cannot be reliably estimated. The following table calculates the Company’s total obligation (in millions) assuming, for illustrative purposes only, a range of P/E ratios for Visa Inc. and assuming that Visa
Europe demonstrates $75 million of adjusted sustainable income at the date of exercise. The $75 million of assumed adjusted sustainable income provided below for illustrative purposes only is based on Visa Europe’s financial results for the
year ended September 30, 2008. However this does not represent an estimate of the amount of adjusted sustainable income Visa Europe would have been able to demonstrate at September 30, 2008 or will be able to demonstrate at any
point in time in the future. The table also provides the amount of increase or decrease in the payout, assuming the same range of estimated P/E ratios, for each $25 million of adjusted sustainable income above or below the assumed $75 million
demonstrated at the time of exercise. At March 31, 2009, the Company’s P/E ratio was xx.x and the P/E differential, the difference between this ratio and the ratio applicable to Visa Europe, was not significantly different than the assumed
long term differential of 5.3x the Company used to value the put option. However, these ratios are for reference purposes only and are not necessarily indicative of the ratio or differential that could be applicable if the put option were to be
exercised at any point in the future.

 Visa Inc.’s 12-Month
Forward Price-to-

 Earnings Ratio

Payout Assuming
Adjusted Projected
Sustainable Net
Operating Income of
$75M1

Increase/Decrease
in Payout for Each
$25M of Sustainable
Net Income
Above/Below $75M

25

$
1,875

$
625

20

$
1,500

$
500

15

$
1,125

$
375

 1 - Given the large range of different economic environments and potential circumstances under which Visa Europe could
decide to exercise their option the ultimate purchase price could be several billion dollars or more.

 Page 2 of 7

 The Company proposes to enhance its disclosure regarding the put option in the footnotes to its interim financial statements in its
Form 10-Q for the quarters ending March 31, and June 30, 2009 through inclusion of the below draft disclosure. Further edits to this draft disclosure will be made as necessary to reflect any changes in facts and circumstances.

Visa Europe Put Option Agreement

 The Company granted
Visa Europe a perpetual put option, which if exercised, will require Visa Inc. to purchase all of the outstanding shares of capital stock of Visa Europe from its members. Visa Europe may exercise the put option at any time. The purchase price of the
Visa Europe shares under the put option is based upon a formula that, subject to certain adjustments, applies Visa Inc.’s forward price-to-earnings multiple (the “P/E ratio”) at the time the option is exercised (as defined in the
option agreement) to Visa Europe’s projected sustainable adjusted net operating income for the forward 12-month period (“adjusted sustainable income”). Visa Europe’s adjusted sustainable income is calculated under the terms of
the put option agreement and includes potentially material adjustments for cost synergies and other negotiated items.

 At March 31, 2009, the
Company determined the fair value of the put option to be approximately $XXX million. While this amount represents the fair value of the put option at March 31, 2009, it does not represent the actual purchase price that we may be required to
pay if the option is exercised, which could be several billion dollars or more. The fair value of the put option represents the value of Visa Europe’s option, which under certain conditions could obligate the Company to purchase its member
equity interest for an amount above fair value. While the put option is in fact non transferable, its fair value represents our estimate of the amount we would be required to pay a third party market participant to transfer the potential obligation
in an orderly transaction.

 The fair value of the put option is computed using probability-weighted models designed to estimate the Company’s
liability assuming various possible exercise decisions that Visa Europe could make under different economic conditions in the future, including the possibility that Visa Europe will never exercise its option. The most significant of these estimates
are the assumed probability that Visa Europe will elect to exercise its option and the estimated differential between the P/E ratio and the P/E ratio applicable to Visa Europe on a stand alone basis at the time of exercise, which the Company refers
to as the “P/E differential”.

 Exercise of the put option is at the sole discretion of Visa Europe (on behalf of the Visa Europe
shareholders pursuant to authority granted to Visa Europe, under its articles of association). We estimate the assumed probability of exercise based on reasonably available information including, but not limited to: (i) Visa Europe’s
stated intentions; (ii) indications that Visa Europe is preparing to exercise as reflected in its reported financial results; (iii) evaluation of market conditions, including the regulatory environment, that could impact the potential
future profitability of Visa Europe; and (iv) qualitative factors applicable to Visa Europe’s largest members, which could indicate a change in their need or desire to liquidate their investment holdings for capital adequacy or other
purposes.

 Page 3 of 7

 Factors impacting the assumed P/E differential used in the calculation include material changes in the P/E ratio of
Visa Inc. and those of a group of comparable companies used to estimate the forward price-to-earnings multiple applicable to Visa Europe.

 In
determining the fair value of the put option at March 31, 2009, the Company assumed a XX% probability of exercise by Visa Europe at some point in the future and a P/E differential, at the time of exercise of XX.Xx. These assumptions are
consistent with those used in the valuation of the put option at September 30, 2008.

 The assumed probability that Visa Europe will elect to
exercise its option and the estimated P/E differential are unobservable and therefore this liability is classified within the valuation hierarchy as Level 3. This liability is carried at fair value in other liabilities on the Company’s
consolidated balance sheet with changes in fair value included in the Company’s consolidated statement of operations.

 The Company intends to include the above
draft Liquidity and footnote disclosure in its Form 10-K for the year ended September 30, 2009. Additionally, the Company intends to further enhance its discussion of the put option in its next Form 10-K filing by expanding upon its
critical accounting policies discussion. The Company proposes that this section will read substantially as follows, however further edits to this draft disclosure and the quarterly disclosure detailed above will be made as necessary to reflect any
changes in facts and circumstances.

 Critical Accounting Estimates

 Fair Value—Visa Europe Put Option

 We have
granted Visa Europe a perpetual put option under which Visa Inc. is required to purchase all of the share capital of Visa Europe from its members at any time. The purchase price of the Visa Europe shares under the put option is based upon a formula
that, subject to certain adjustments, applies Visa Inc.’s forward price-to-earnings multiple, as defined in the agreement, at the time the option is exercised to Visa Europe’s projected sustainable adjusted net operating income for the
forward 12-month period. (See page xx for further detail regarding the calculation of the put exercise price under the agreement.)

 The fair value of
Visa Europe’s option, which under certain conditions could obligate the Company to purchase its member’s equity interest for an amount greater than fair value, was determined to be approximately $XXX million at September 30, 2009.
While the put option is in fact non transferable, this amount, recorded in our financial statements represents our estimate of the amount we would be required to pay a third party market participant to transfer the put option in an orderly
transaction. Our valuation methodology involves using probability weighted models designed to estimate the present value of our liability assuming various possible exercise decisions that Visa Europe could make, including the possibility it will
never exercise its option, under different economic conditions in the future. While this amount represents the fair value of

 Page 4 of 7

the put option at September 30, 2008, it does not represent the actual purchase price that we may be required to pay if the option is exercised, which could be
several billion dollars or more. See the Liquidity section of Management’s Discussion and Analysis on page xx for further discussion.

 Assumptions and Judgment

 The determination of the fair value of the put option requires significant estimates and assumptions. The
most significant of these estimates are the assumed probability that Visa Europe will elect to exercise its option and the estimated differential between the forward price-to-earnings multiple applicable to our common stock, as defined in the put
option agreement, and that applicable to Visa Europe on a stand alone basis at the time of exercise, which we refer to as the P/E differential.

 Probability of Exercise - Exercise of the put option is at the sole discretion of Visa Europe (on behalf of the Visa Europe shareholders pursuant to authority granted to Visa Europe, under its articles of association). We estimate
the assumed probability of exercise based on reasonably available information including, but not limited to: (i) Visa Europe’s stated intentions; (ii) indications that Visa Europe is preparing to exercise as reflected in its reported
financial results; (iii) evaluation of market conditions, including the regulatory environment, that could impact the potential future profitability of Visa Europe; and (iv) qualitative factors applicable to Visa Europe’s largest
members, which could indicate a change in their need or desire to liquidate their investment holdings for capital adequacy or other purposes.

 P/E
Differential – The P/E differential is determined by estimating the relative difference in the forward price-to-earnings multiples applicable to our common stock, as defined in the put option agreement, and that applicable to Visa Europe at
the time of exercise. For valuation purposes, the forward price-to-earnings multiple applicable to our common stock at the time of exercise is estimated by evaluating various quantitative measures and qualitative factors. Quantitatively, we estimate
our P/E ratio by dividing the average stock price over both the last twelve months (the “12-month P/E calculation”) and the last 30 trading dates (the “30-day P/E calculation”) prior to the measurement date by the median estimate
of our net income per share for the 12 months starting with the next calendar quarter immediately following the reporting date. This median earnings estimate is obtained from the Institutional Brokers’ Estimate System (I/B/E/S). We then
determine the best estimate of our long term price-to-earnings multiple for valuation purposes by qualitatively evaluating the 30-day P/E calculation as compared to the 12-month P/E calculation. In this evaluation we examine both measures to
determine whether differences, if any, are the result of a fundamental change in long-term value of the Company or the result of short-term market volatility or other non-Company specific market factors that may not be indicative of the long-term
forward P/E of the Company. We believe, given the perpetual nature of the put option, that a market participant would more heavily weight long-term value indicators, as opposed to short-term indicators.

 Page 5 of 7

 Factors that might indicate a fundamental change in long-term value include, but are not limited to, changes in the
regulatory environment, client portfolio, long-term growth rates or new product innovation. A consistent methodology is applied to a group of comparable public companies used to estimate the forward price-to-earnings multiple applicable to Visa
Europe. These estimates therefore are impacted by changes in stock prices and the financial market’s expectations of the future earnings of Visa Inc. and the comparable companies.

 Other estimates of lesser significance applied include growth rates and foreign currency exchange rates applied in the calculation of Visa Europe’s projected
sustainable adjusted net operating income. The valuation model assumes a large range of annual growth rates reflecting th

CORRESP
1
filename1.htm

Correspondence

 SENT VIA FAX AND EXPRESS MAIL

 February 19, 2009

 Stephen Krikorian

 Jason Niethamer

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 4561

 Washington, D.C. 20549

Re:
Visa Inc.

Form I0-K for the Fiscal Year Ended September 30, 2008

File No. 001-33977

 Gentlemen:

 In connection with Visa Inc.’s (the “Company” or “Visa”) Form 10-K filed with the Securities and Exchange Commission (the
“Commission” or the “Staff”) on November 21, 2008 (the “Form 10-K”), we are writing in response to the Staff’s comments as transmitted to the Company by letter dated February 6, 2009. For convenience, we
have reprinted the Staff’s comments below in bold, with the corresponding response set forth immediately below the applicable comment.

 Form
10-K for the Fiscal Year Ended September 30, 2008

Item 7.
Management’s Discussion and Analysis of Historical and Pro Forma Financial Conditions and Results of Operations. page 51

 Contractual Obligations page 85

1.
We note in your response to prior comment number 1 that the EU Put ‘does not…represent a contractual purchase obligation.’ It would appear; however, that the EU
Put does represent a contractual obligation that is classified as a long-term liability within your balance sheet under GAAP. If management believes that the amount and period of payment cannot be reliably estimated and the liability should be
excluded from the table or included in an ‘other’ column, tell us what consideration you gave to disclosing this fact in a footnote to the table including the amounts excluded and the basis for exclusion. We refer you to Section III.D, of
SEC Release Number 34-47264. We analogize to the issues addressed in Attachment E to the minutes of April 17, 2007 AICPA SEC Regulations Committee joint meeting with SEC Staff.

 The Company will enhance its disclosure in future Form 10-K’s to include a footnote to our contractual obligations
table required by Regulation S-K Item 303(a)(5) detailing the following:

•

 Due to the perpetual nature of the instrument and the various economic conditions, which could exist when the put is exercised, the ultimate amount and timing of
the Company’s obligation, if any, cannot be reliably estimated. Therefore no amounts related to this obligation have been included in the table.

•

 The fair value of the EU Put option itself totaling $346 million at December 31, 2008 has also been excluded from this table as it does not represent the
amount or an estimate of the amount of the Company’s obligation in the event of exercise.

•

 A cross-reference to disclosure provided in the critical accounting policies section of Management’s Discussion and Analysis and to applicable footnotes to the
financial statements where additional information is available regarding the put, it’s valuation and the potential obligation of the Company in the event of exercise.

 Critical Accounting Estimates, page 86

 Fair Value -
Visa Europe Put Option, page 87

2.
We believe that disclosure about the contractual terms fair value model and assumptions and the ‘impact if actual results differ from assumption’ could be enhanced in
order to help investors understand the timing and amount of potential future payout scenarios. In this regard, please provide us with proposed disclosure that incorporates:

 The Company has provided below proposed disclosure in response to the Staff’s comments segregated into: (i) disclosure that is most appropriately provided as
part of either the critical accounting policies section of Management’s Discussion and Analysis or in the notes to the annual financial statements in future Form 10-K’s; and (ii) disclosure that is most appropriately provided in
future Form 10-Q’s, including our Form 10-Q filed on February 9, 2009, for the purpose of updating our annual disclosure.

 Proposed
Disclosure to be included in Future Form 10-K filings

•

 A more complete description of the option’s triggering events, fair value and exercise price formula, such as the description included in your Form S-1 (see
pages 216-218) as well as in your most recent response;

 Page 2 of 7

 The Company proposes to disclose the detail regarding the calculation of the put option exercise price substantially as
appearing on page 217 and 218 of our Form S-1 filed on March 18, 2008 (our “Form S-1”). As detailed in Note 4 to our financial statements for the fiscal year ended September 30, 2008 included in our Form 10-K (our “annual
financial statements”) and Note 3 to our interim unaudited financial statements for the quarter ended December 31, 2008 included in our Form 10-Q (our “interim financial statements”), Visa Europe has the right to exercise the put
option at any time after March 25, 2009. The triggering events detailed on page 217 of our Form S-1 refer to the conditions under which the Company could exercise its call option and force the sale of all member equity interests of Visa Europe.
As detailed in Note 4 to our annual financial statements, the Company determined that the likelihood of these conditions occurring is remote. Given the unlikelihood that the call will be exercisable anytime in the foreseeable future, the Company
does not believe it is necessary to repeat this detail. The Company does intend to provide the following disclosure in future Form 10-K’s to the extent that it remains applicable.

 “The Company holds a call option under which it is entitled to purchase all of the share capital of Visa Europe. The Company may exercise the call option in the event of certain triggering events. These
triggering events involve the performance of Visa Europe measured as an unremediated decline in the number of merchants or ATM’s in the Visa Europe region that accept Visa-branded products. The Company believes the likelihood of these triggers
occurring to be remote.”

•

 A discussion of how you estimate the 12-month forward price-to-earnings multiple applicable to your common stock and that applicable to Visa Europe, including
the volatility or sensitivity of this assumption;

 The Company proposes to add the following disclosure to its critical accounting
policies section of Management’s Discussion and Analysis in future Form 10-K’s:

 “The P/E differential is determined by estimating the
relative difference in the 12-month forward price-to-earnings multiples applicable to the Company’s common stock and that applicable to Visa Europe at the time of exercise. For this purpose, the 12-month forward price-to-earnings multiple
applicable to the Company’s common stock at the time of exercise is estimated by dividing the average stock price over the last twelve months by the median estimate of the Company’s net income per share for the 12 months starting with the
next calendar quarter immediately following the reporting date. This median earnings estimate is obtained from the Institutional Brokers’ Estimate System (I/B/E/S). A consistent methodology is applied to a group of comparable public companies
used to estimate the 12-month forward price-to-earnings multiple applicable to Visa Europe. These estimates therefore are impacted by changes in stock prices and the financial market’s expectations of the future earnings of Visa Inc. and the
comparable companies.”

 Page 3 of 7

•

 A discussion of the qualitative factors that would cause holders of Visa Europe shares to exercise the put option, cause a faster exercise or higher exercise
price;

 The Company proposes to add the following disclosure to its critical accounting policies section of Management’s
Discussion and Analysis in future Form 10-K’s:

 “Exercise of the put option is at the sole discretion of Visa Europe (on behalf of the Visa
Europe shareholders pursuant to authority granted to Visa Europe, under its articles of association). Qualitative factors that could significantly influence the decision to exercise include, but are not limited to, (i) Visa Europe’s
ability to maximize the purchase price under the option through increasing its sustainable net income or increases in Visa Inc.’s 12-month forward price-to-earnings multiple, (ii) changes in current or expected future business conditions
in the European Union impacting Visa Europe’s business including changes in the regulatory environment, and (iii) the equity interest holders’ need or desire to liquidate their investment holdings for capital adequacy or other
purposes.”

•

 A tabular presentation of the estimated time frame for exercise by Visa Europe implied by the company’s model. For example, of the scenarios that assumed
that the put option would be exercised, what percentage assumed exercise within one year, one to three years, three to five years, five to ten years, and beyond. In addition, for these periods, provide the average payouts and average P/E
differential.

 As it would be potentially misleading and not meaningful to the user, management does not believe it is appropriate to
include the tabular disclosure that you suggest.

 The proposed table implies an expectation as to when the put will ultimately be exercised. For example,
we believe that providing a table indicating that the majority of models we used to value the put assumed an exercise within two to three years of the reporting date would lead a reader to conclude that management expects that the put will most
likely be exercised in that time frame. However, management has no basis to make this assertion and in fact has no reason to believe the put will ever be exercised except that the perpetual nature of the option provides an infinite window in which
it could be exercised.

 Including “average payouts” would also be misleading. Visa Europe, like the legacy Visa Inc. businesses prior to our
reorganization, operates as an association generating net income margins of only seven to ten percent. (Visa Europe’s annual report for FY08 is available on their website.) Our model heavily weights an exercise scenario in which during the 12
to 24 months prior to exercise Visa Europe makes various changes to move to a for-profit business model, again similar to those steps taken by Visa Inc. in anticipation of our reorganization, to substantially increase its sustainable earnings in

 Page 4 of 7

order to maximize the overall purchase price. The model also contemplates a scenario whereby no such changes are made resulting in a much lower payout. This
would be the case for example if Visa Europe was forced to exercise quickly without the time required to move to a for profit model. For this and other reasons, the range of potential payouts is so large that providing the weighted average payout
for any given year could materially over or under estimate the purchase price depending on the conditions under which it is ultimately exercised.

 Alternatively, the Company proposes to provide the table and supporting text detailed below. The Company believes this table is useful to readers as it enables the reader to estimate the potential payout by applying their judgment as to the
best estimates to use in the calculation.

 “Given the perpetual nature of the put option and the various economic conditions, including the
Company’s 12-month forward price-to-earnings ratio, which could be present at the time of exercise, the ultimate obligation of the Company in the event of exercise cannot be reliably estimated. The following table calculates the Company’s
total obligation (in millions) assuming, for illustrative purposes only, a range of 12-month forward price-to-earnings ratios for Visa Inc. (the “ratio”) and assuming that Visa Europe demonstrates $75 million of adjusted projected
sustainable net operating income (“Adjusted Sustainable Income”) at the date of exercise. Adjusted Sustainable Income is calculated under the terms of the put option agreement and includes potentially material adjustments for cost
synergies and other negotiated items (see page          for further detail regarding the calculation of the put exercise price under the agreement). The $75 million of assumed adjusted sustainable
income provided below for illustrative purposes only is based on Visa Europe’s financial results for the year ended September 30, 2008. However this does not represent an estimate of the amount of adjusted sustainable net income Visa
Europe would have been able to demonstrate at September 30, 2008 or will be able to demonstrate at any point in time in the future. The table also provides the amount of increase or decrease in the payout, assuming the same range of
estimated ratios, for each $25 million of Adjusted Sustainable Income above or below the assumed $75 million demonstrated at the time of exercise.

 Visa Inc.’s 12-Month

 Forward Price-to-

 Earnings Ratio

Payout Assuming
Adjusted Projected
Sustainable Net
Operating Income of
$75M

Increase/Decrease
in Payout for Each
$25M of Sustainable
Net Income
Above/Below $75M

 25

$
1,875

$
625

 20

$
1,500

$
500

 15

$
1,125

$
375
 ”

 Page 5 of 7

 Proposed Disclosure to be included in Future Form 10-Q filings

•

 Qualification of Visa Europe and Visa’s 12-month forward price-to-earnings multiple at the reporting date as well as the growth assumptions included in your
estimates of Visa Europe’s sustainable income;

 In response to the Staff’s comment, the Company has included the following
disclosure regarding the valuation of the EU Put at December 31, 2008 in Note 3 to our interim financial statements included in our Form 10-Q for the quarter then ended, filed on February 9, 2009. The Company intends to continue to provide
quarterly disclosure regarding the critical estimates used in the valuation of the put at the reporting date including factors that resulted in any changes to those estimates.

 “Visa Europe Put Option Agreement

 The Company granted Visa Europe a put option under which Visa Inc. is
required to purchase all of the member equity interests of Visa Europe from its members at any time after March 25, 2009. The purchase price of the Visa Europe shares under the put option is based on a formula that, subject to certain
adjustments, applies a 12-month forward price-to-earnings multiple applicable to Visa Inc.’s common stock shortly following the time the option is exercised to Visa Europe’s projected sustainable adjusted net operating income for the same
12-month period.

 The Company determined the fair value of the put option to be approximately $346 million at December 31, 2008 and September 30,
2008. The fair value of the put recorded represents the value of Visa Europe’s option, which could under certain conditions obligate the Company to purchase its member equity interest for an amount above fair value. The fair value of the
put option is computed using probability-weighted models designed to estimate the Company’s liability assuming various possible exercise decisions that Visa Europe could make under different economic conditions in the future, including the
possibility that Visa Europe will never exercise its option. The most significant of these estimates are the assumed probability that Visa Europe will elect to exercise its option and the estimated differential between the 12-month forward
price-to-earnings multiple applicable to the Company’s common stock and that applicable to Visa Europe on a stand alone basis at the time of exercise, which the Company refers to as the “P/E differential”. Factors
impacting the assumed probability of exercise used in the calculation include the stated intention of Visa Europe, observed indicators that Visa Europe is preparing to exercise or changes in market or other conditions that could materially
impact the likelihood of exercise. Factors impacting the assumed P/E differential used in the calculation include material changes in the forward price-to-earnings multiple of Visa Inc. and those of a group of comparable companies
used to estimate the forward price-to-ea

Mail Stop 4561         February 6, 2009  Joseph W. Saunders Chief Executive Officer Visa Inc. P.O. Box 8999 San Francisco, CA 94128
Re: Visa Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2008  File No. 001-33977

Dear Mr. Saunders:
We have reviewed your response letter dated January 16, 2009 in connection with
the above-referenced filings and have the fo llowing comments.  If indicated, we think
you should revise your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated January 9, 2009.

Form 10-K for the Fiscal Year Ended September 30, 2008

 Item 7. Management’s Discussion and Analysis  of Historical and Pro Forma Financial
Conditions and Results of Operations, page 51
 Contractual Obligations, page 85

 1. We note in your response to prior co mment number 1 that the EU Put “does
not…represent a contractual purchase oblig ation.”  It would appear, however, that
the EU Put does represent a contractual oblig ation that is classified as a long-term
liability within your balan ce sheet under GAAP.  If management believes that the
amount and period of payment cannot be reliably estimated and the liability
should be excluded from the table or incl uded in an “other” column, tell us what
consideration you gave to disclosing this fact in a footnote to  the table including
the amounts excluded and the basis for exclusion.  We refer you to Section III.D. of SEC Release Number 34-47264.  We anal ogize to the issues addressed in

Joseph W. Saunders
Visa Inc. February 6, 2009 Page 2
Attachment E to the minutes of th e April 17, 2007 AICPA SEC Regulations
Committee joint meeting with SEC Staff.
 Critical Accounting Estimates, page 86

 Fair Value – Visa Europe Put Option, page 87

 2. We believe that disclosure about the c ontractual terms, fair value model and
assumptions, and the “impact if actual re sults differ from assumptions” could be
enhanced in order to help investors un derstand the timing and amount of potential
future payout scenarios.  In this re gard, please provide us with proposed
disclosure that incorporates:

• A more complete descripti on of the option’s triggeri ng events, fair value and
exercise price formula, such as the desc ription included in yo ur Form S-1 (see
pages 216-218) as well as in your most recent response;

• A discussion of how you estimate th e 12-month forward price-to-earnings
multiple applicable to your common stock and that applicable to Visa Europe,
including the volatility or sensitivity of this assumption;

• A discussion of the qualitative factors that would cause holders of the Visa
Europe shares to exercise the put op tion, cause a faster exercise or higher
exercise price;

• Quantification of Visa Europe and Visa ’s 12-month forward price-to-earnings
multiple at the reporting date as well as  the growth assumptions included in
your estimates of Visa Eur ope’s sustainable income;

• Quantification of the amount of the PE di fferential at the reporting date and a
discussion of the qualitative factors effecting it; and

• A tabular presentation of the estimated time frame for exercise by Visa
Europe implied by the company’s model.  For example, of the scenarios that
assumed that the put option would be exercised, what percentage assumed
exercise within one year, one to three y ears, three to five years, five to ten
years, and beyond. In addition, for these periods, provide the average payouts
and average P/E differential.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your

Joseph W. Saunders
Visa Inc. February 6, 2009 Page 3  filing(s), you may wish to provide us with ma rked copies of any amendment to expedite
our review.  Please furnish a cover letter that  keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 You may contact Jason Nietha mer, Staff Accountant, at (202) 551-3855 or me at
(202) 551-3730 if you have any questions re garding the above comments.
        S i n c e r e l y ,         /s/ Stephen Krikorian        Stephen Krikorian
Accounting Branch Chief

CORRESP
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filename1.htm

Correspondence

 [LETTERHEAD]

 SENT VIA FAX
AND EXPRESS MAIL

 January 16, 2009

 Stephen Krikorian

 Jason Niethamer

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 4561

 Washington, D.C. 20549

Re:
Visa Inc.

Form I0-K for the Fiscal Year Ended September 30, 2008

File No. 001-33977

 Gentlemen:

 In connection with Visa Inc.’s (the “Company” or “Visa”) Form 10-K filed with the Securities and Exchange Commission (the
“Commission” or the “Staff”) on November 21, 2008 (the “Form 10-K”), we are writing in response to the Staff’s comments as transmitted to the Company by letter dated January 9, 2008. For convenience, we
have reprinted the Staff’s comments below in bold, with the corresponding response set forth immediately below the applicable comment.

 Form 10-K for the
Fiscal Year Ended September 30, 2008

Item 7.
Management’s Discussion and Analysis of Historical and Pro Forma Financial

 Conditions and Results of Operations. page 51

 Contractual Obligations page 85

1.
Regulation S-K Item 303(a)(5) requires MD&A for annual periods to include a tabular disclosure of “known contractual obligations.” The prescribed table includes the
caption “other long-term liabilities reflected on the registrant’s balance sheet under GAAP.” Tell us why you have not included the Visa Europe put option with in this table. Given your disclosure on page 83 that “the amount of
[the Visa Europe put option] obligation could be several billion dollars or more”, we believe that the put option appears material and should be included within this table. We further believe that a footnote to this table should be included
that discloses the full settlement amount. In light of the significance of this obligation, we believe that the inclusion of this obligation would be material to the table and, therefore, your first Form 10-Q for fiscal year 2009 should provide a
complete updated table of contractual obligations.

 We have not included the US$346 million value of the EU Put in our contractual obligations
table at September 30, 2008 because it does not in fact represent a contractual purchase obligation. It represents the value of the option, and not the amount the Company would be required to pay in the event that the option was exercised. As
disclosed in our Liquidity section, our obligation in the event of exercise could be several billion dollars or more.

 We have valued the option based on our best estimate of the price that we would be required to pay to transfer the option to an
unrelated third party at September 30, 2008. While the EU Put is in fact non-transferable, we believe that to determine the price a third party would require to assume this contingent obligation, it would evaluate the premium above fair value
it would be required to pay Visa Europe’s members for their equity holdings under various potential exercise scenarios in the future. This analysis would include the possibility that Visa Europe will never exercise its right at all. Therefore,
as described in Note 4 – Visa Europe on page 127 of our Form 10-K, the fair value was determined “using probability-weighted models designed to estimate the company’s liability assuming various possible exercise decisions that
Visa Europe could make under different economic conditions in the future.”

 We agree with the Staff’s assertion that in the event of exercise our
obligation under the EU Put option will be a significant liquidity event for Visa. As such, we have provided the detailed disclosure on pages 82 and 83 regarding this potential obligation as part of our discussion of liquidity. We do not, however,
believe that it is appropriate to include any quantitative amounts in the contractual obligations table related to this obligation because: (i) the amount of the obligation is dependent on a number of factors that can vary dramatically making
it impossible to calculate with any degree of certainty; (ii) the obligation is contingent upon exercise of the put by Visa Europe and therefore, may never be incurred; and (iii) the EU Put has a perpetual life making it impossible to
determine the timing of when the obligation may be triggered if at all.

 In preparing our financial disclosure for both our 1934 Act filings and our initial public
offering prospectus filed with the Commission on March 19, 2008 (the “IPO Prospectus”), we evaluated whether it was possible and appropriate to disclose a more precise quantitative estimate of our potential financial obligation in the
event the EU Put is exercised. Among other disclosures, we evaluated disclosing an estimate of the minimum amount of the potential obligation, disclosing the estimated strike price if the option was exercised today or disclosing an estimate of the
obligation should the option be exercised at a specific time under specific economic conditions. In each instance, we determined that such disclosure was either misleading or impossible to calculate with any degree of certainty.

 We also examined disclosing a range of potential obligation amounts given various exercise scenarios. However, given the perpetual nature of the instrument and the significant
variability (depending on the conditions present at the time of exercise) in the inputs used to calculate the strike price, we concluded that any such disclosure was unsupportable and in most cases potentially misleading. For example, applying a
range of possible values for key inputs such as Visa Europe’s sustainable net income and our forward P/E multiple possible under various economic conditions during the next three years alone results in such a wide range of strike prices as to
be irrelevant. We, therefore, concluded that the best disclosure was to state that “the amount of this obligation could be several billion dollars or more,” as we believe this provides the user the proper context to access the potential
magnitude of the obligation.

 Critical Accounting Estimates, page 86

 Fair Value - Visa Europe Put Option, page 87

2.
We note the assumptions disclosed in determining the fair value of the put option at September 30, 2008. Tell us what consideration you gave to the current economic conditions
impacting these assumptions as they have not changed since the disclosure in your Form S-1/A filed February 25, 2008. In your response, provide greater insight into the estimates and assumptions relied upon as of September 30, 2008 in
arriving at the fair value of the put option as well as a range of the actual purchase price that you may be required to pay if the option is exercised. For example, consider disclosing the reasons for the difference between the fair value of the
put option and the settlement amount of several billion or more. Also, tell us whether an increase in the exercise probability would have a constant impact or an increasing impact as probability nears 100%. That is, does each 5% increase in
probability result in the same fair value increase in the put option or as it nears 100% does it increase exponentially. In addition, we note that you disclose that you cannot currently estimate the amount of the obligation if the put is exercised
(your page 83). Explain how you can estimate the fair value of the put option while you cannot estimate the amount of the obligation if the put is exercised.

 The changes in general economic conditions in the past year have been dramatic and accordingly we have considered these factors in determining the value of the EU Put. However, there are several inherent factors that limit the
impact these and other events have had on the value of Visa Europe’s option through September 30, 2008.

 The majority of the value of the put results from
estimating the strike price, under the terms of the agreement, by applying Visa’s forward P/E multiple to Visa Europe’s sustainable net income. In a fair value transaction a third party would apply the P/E multiple applicable to Visa
Europe to its earnings to calculate the value of the business. Therefore any positive differential or spread between Visa’s multiple and that of Visa Europe is the most significant driver of option value. As disclosed in our IPO Prospectus, we
calculated this spread to be approximately 5.3x.

 Visa and Visa Europe’s businesses are essentially the same in every way except possibly geographic location.
As a result, changes in global economic conditions tend to impact the two companies similarly. Consequently, while our forward P/E has certainly declined in the last year as a result of the global economic downturn, so has that of Visa Europe. Our
quantitative analysis of P/E’s of comparable companies to Visa Europe over this time suggests that the spread between the applicable P/E ratios has remained relatively constant. In looking at economic conditions, we have focused on those that
are unique to one geographic area or the other, (for example, if the current recession were limited to the United States with Europe continuing to grow, we would expect the P/E differential to reduce). However since the current economic downturn is
occurring globally, we have determined both through qualitative and quantitative analysis that it has had effectively the same impact on both companies.

 We have also evaluated the impact of the economic downturn on Visa Europe’s sustainable net income. We believe that Visa
Europe’s business model, much like Visa’s, while certainly not immune to the economic downturn, has great resiliency. While total customer spend has decreased, we believe the continued shift from cash and check to electronic payment forms
will enable them to continue to grow at a similar rate. Additionally, given the perpetual life of the option we must factor in Visa Europe’s long-term prospects. As supported by updated financial results and projections received from Visa
Europe for the year ended September 30, 2008, we see little change in the long-term economic health of Visa Europe.

 Finally, we have seen no evidence or have
any reason to believe that the change in global economic conditions has had any impact on the probability that Visa Europe will or will not exercise its option at some point in the future.

 As discussed in our response to the Staff’s comment 1. above, we considered the appropriateness of disclosing a range of potential exercise prices and determined that any
such range would be so large as to be irrelevant and potentially misleading. We agree with the Staff that more clearly disclosing the reasons for the difference between the fair value of the put and the settlement amount that could be several
billion or more would enhance the clarity and effectiveness of our disclosure. Therefore, going forward, we intend to add the following sentence to both our footnote disclosure and our discussion of liquidity.

 “The fair value of the EU Put recorded represents the value of Visa Europe’s option, which could under certain conditions obligate the Company to
purchase its members equity interest for an amount above fair value.”

 As disclosed in our critical accounting policies section, all other inputs remaining
constant, any 5% increase in the assumed probability of exercise would increase the value of the put by US$44 million. There is no increase in impact as the probability approaches 100%.

 As discussed above and disclosed in our critical accounting policies section, we are able to calculate the value of the put by using probability weighted models to estimate our obligation (the amount we could be required to pay
in excess of fair value) under various exercise scenarios. Given the perpetual life of the option and the significant variability in the conditions under which the put could be exercised in the future, these models generate potential strike prices
with such a wide range that we have concluded that disclosure would be either irrelevant or potentially misleading. As we do not know the conditions under which the put will be exercised, if at all, we are not able to reliably calculate an estimate
of the amount of the obligation. Therefore we have concluded that stating that it could be several billion dollars or more is the most effective disclosure to enable the user to gauge the magnitude of the contingent obligation without misleading by
conveying a false sense of precision.

Item 8.
Financial Statements and Supplementary Data. page 96

 Notes to the
Consolidated Financial Statements. page 108

 Note 4 - Visa Europe, page 125

 Visa Europe Put-Call Option Agreement. page 127

3.
We note your disclosures surrounding the put option agreement with Visa Europe. Tell us the maximum amount that you could be required to pay to settle the put option liability as required
by paragraph 23.c. to SFAS 150. Revise future filings as appropriate.

 We respectfully submit that paragraph 27c of SFAS 150 is not applicable to
the EU Put as there is no maximum amount we could be required to pay under this instrument.

 In connection with this response, we acknowledge that:

•

 we are 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

•

 we 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.

 We hope that you will find the responses to the Staff’s comments comprehensive. Given that we are in the process of preparing to file our
Form 10-Q with the commission in early February 2009, we would be happy to discuss any follow-up or clarification questions you may have with you via conference call. If you have any questions concerning the foregoing, please contact James H.
Hoffmeister at (650) 432-8165, Visa’s Global Corporate Controller.

Sincerely,

/s/ Byron H. Pollitt

 Byron H. Pollitt

 Chief Financial Officer

cc:
Joseph W. Saunders, Chairman of the Board and Chief Executive Officer

 Robert
Matschullat, Audit and Risk Committee Chairman

 Thomas A. M’Guinness, Chief Corporate Counsel

 James H. Hoffmeister, Global Corporate Controller

Mail Stop 4561         January 9, 2009  Joseph W. Saunders Chief Executive Officer Visa Inc. P.O. Box 8999 San Francisco, CA 94128
Re: Visa Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2008  File No. 001-33977

Dear Mr. Saunders:
We have reviewed the above-referenced f iling and have the following comments.
If indicated, we think you should revise your  document in response to these comments.
If you disagree, we will consider your explana tion as to why our comment is inapplicable
or a revision is unnecessary.  Please be as de tailed as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended September 30, 2008

 Item 7. Management’s Discussion and Analysis  of Historical and Pro Forma Financial
Conditions and Results of Operations, page 51
 Contractual Obligations, page 85

 1. Regulation S-K Item 303(a )(5) requires MD&A for a nnual periods to include a
tabular disclosure of “known contractua l obligations.” The prescribed table
includes the caption “other long-term liabiliti es reflected on the registrant's
balance sheet under GAAP.”  Tell us why you have not included the Visa Europe
put option with in this table.  Given your  disclosure on page 83 that “the amount

Joseph W. Saunders
Visa Inc. January 9, 2009 Page 2
of [the Visa Europe put option] obligation could be several billion dollars or
more”, we believe that the put option appears material and should be included
within this table. We further believe th at a footnote to th is table should be
included that discloses the full settlement amount.  In light of the significance of
this obligation, we believe that the inclus ion of this obligation would be material
to the table and, therefore, your firs t Form 10-Q for fiscal year 2009 should
provide a complete updated table of  contractual oblig ations.
 Critical Accounting Estimates, page 86

 Fair Value – Visa Europe Put Option, page 87

 2. We note the assumptions disclosed in dete rmining the fair value of the put option
at September 30, 2008.  Tell us what c onsideration you gave to the current
economic conditions impacting these assump tions as they have not changed since
the disclosure in your Form S-1/A f iled February 25, 2008.  In your response,
provide greater insight in to the estimates and assumptions relied upon as of
September 30, 2008 in arriving at the fair value of the put option as well as a
range of the actual purchase price that you may be required to pay if the option is
exercised.    For example, consider disclosing the reasons for the difference
between the fair value of the put opti on and the settlement amount of several
billion or more.  Also, tell us whether an increase in the exercise probability
would have a constant impact or an incr easing impact as probability nears 100%.
That is, does each 5% increase in probability  result in the same fair value increase
in the put option or as it nears 100% doe s it increase exponentially.   In addition,
we note that you disclose that you cannot currently estimate the amount of the
obligation if the put is ex ercised (your page 83).   Explain how you can estimate
the fair value of the put option whil e you cannot estimate the amount of the
obligation if the put is exercised.
 Item 8. Financial Statements and Supplementary Data, page 96

 Notes to the Consolidated Fi nancial Statements, page 108

 Note 4 – Visa Europe, page 125

 Visa Europe Put-Call Option Agreement, page 127

 3. We note your disclosures surrounding the put  option agreement with Visa Europe.
Tell us the maximum amount that you coul d be required to pay to settle the put
option liability as required by paragraph 23.c. to SFAS 150.  Revise future filings
as appropriate.

* * * * * * *

Joseph W. Saunders
Visa Inc. January 9, 2009 Page 3
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with ma rked copies of any amendment to expedite
our review.  Please furnish a cover letter that  keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Jason Nietha mer, Staff Accountant, at (202) 551-3855 or me at
(202) 551-3730 if you have any questions regarding the above comments.
        S i n c e r e l y ,         /s/ Stephen Krikorian        Stephen Krikorian
Accounting Branch Chief

Mail Stop 4561         February 8, 2008
Joseph W. Saunders
Chief Executive Officer
Visa Inc.  P.O. Box 8999 San Francisco, CA 94128-8999

RE: Visa Inc.
Amendment No. 1 to Form S-1 filed February 4, 2008 File No. 333-147296 Date Filed: November 9, 2007

Dear Mr. Saunders:

We have reviewed your response to our letter dated January 15, 2008 in
connection with the above referenced fili ng and have the following comments.  If
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.  Unless otherwise noted, where prior comments are referred to
they refer to our le tter dated January 15, 2008.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

of Visa Inc., page 58

Overview, page 58
 1. We note your response to prior comment number 6.  Notwithstanding your
position that a quantitative disclosure of  revenues based on the legacy regional
structure is not consistent  with the present structur e, we believe that MD&A,
should include a discussion and analysis  of financial condition and operating
performance that includes both past and prospective matters related to
management’s view of key metrics, f actors and contributors to pro forma
operating results. Narrative explanation of the financial statements that enables

Joseph W. Saunders
Visa Inc. February 8, 2008 Page - 2 -

investors to see the company through th e eyes of management, which quantifies
and analyzes regional payment volume by product category, regional pricing
changes and by types of new service fees or  other key metrics would appear to aid
in an understanding of your financial re sults and ongoing impact of these metrics
and factors. As examples of where we  believe MD&A could be improved, we
note you disclose reasons for revenue gr owth that involve geographic regional
pricing differences, new pricing schemes a nd new fees with little quantification of
the impact of those factors on revenues . Examples of these areas include the
following (note that this list is not intended to be all-inclusive):

• You disclose on page 62 under “Opera ting Revenues” that your service
fees and data processing fees are priced differently based on geographic
differences.   Disclosure of material trends associ ated with these pricing
differences would appear to be ma terial information to investors;
• On page 65 you note new services a nd changing prices for various
services “outside the United Stat es” since December 31, 2006 collectively
increased first quarter operati ng revenues in fiscal 2008 by 15%;
• With no separate comparative or regi onal quantification of their revenue
impact you disclose on page 66 that service fees were impacted by new
fees and pricing in 2007; and
• On page 66, data processing fee revenue comparative growth to
transaction volume is attributed to  price modifications worldwide.
However, there is no disclosure of th e underlying regional trends or events
causing those modifications.
 Critical Accounting Estimates, page 87

 Fair Value – Goodwill and Intangibles, page 89

2. We note your response to prior comment number 7.  Tell us what consideration
you gave to disclosing within Critic al Accounting Estimates the specific
information concerning marketplace part icipant assumptions provided in your
response.  In view of the significant allocation of purch ase consideration to these
intangibles this appears to be material and informative disclosure regarding your
fair value determinations.

Certain Relationships and Relate d Party Transactions, page 200

3. Comments related to your response to prior comment number 12 will be provided
under separate cover early next week.

Joseph W. Saunders
Visa Inc. February 8, 2008 Page - 3 -

VISA Inc.
 Consolidated Balance Sheet, page F-3

 4. We note your Pro Forma Stockholders’ E quity at December 31, 2007 on page F-
58.  It is not clear how you have provided  a pro forma presentation that informs
investors of the possible range of impact  the redemption and conversion features
are expected to have on stockholders’ equ ity.  Rule 11-02(b)(8) of Regulation S-X
contemplates that where a transaction is structured in such a manner that
significantly different results may occur, additional pro form presentations shall
be made that give effect to the rang e of possible results. See SAB Topic 1B3,
Rule 11-01(a)(8) and Rule 11-02(b)(7) of  Regulation S-X.  Please revise or
explain why revision is not required.

Note 3 – The Reorganization, page F-10

 True-Up of Purchase Consideration, page F-11

 5. We note the stock dividend treatment and cl assification of a true-up increase in
ownership for Visa, USA members disclo sed in Note 3 on page F-12.  Please
provide the specific reference in SFAS 141 or other accounting literature that
supports this treatment and classification.
 Purchase Consideration, page F-12

 6. Your response does not appear to fully address the Staff’s requests in prior
comment number 3.  In this regard, we would envision that disclosure should
address the quantitative as well as the qualitative assumptions and methodologies
used in determining the Visa, Inc. common stock value issued in exchange for the acquired regions.  Please revise your fili ng accordingly, or tell us why revision is
not necessary.

Fair Value of Assets Acquired and Liabilities Assumed, page F-13

 7. You disclose that the purchase alloca tion is subject to the finalization of
restructuring costs and evaluation of certain  contingent liabilities.  Your existing
disclosure on page F-13 does not app ear to fully address the disclosure
requirements under paragraph 51.f of SFA S 141 for the remaining restructuring
costs and evaluations of contingencies a nd their respective accounting treatments.
Please revise.

* * * *

As appropriate, please amend your regist ration statement in response to these

Joseph W. Saunders
Visa Inc. February 8, 2008 Page - 4 -

comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
 You may contact Jason Niet hamer at (202) 551-3855 or me at (202) 551-3226 if
you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,
         / s /  C r a i g  W i l s o n

Craig Wilson  Sr. Asst. Chief Accountant
 cc. Mark L. Mandel
by facsimile at (212) 354-8113

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Request for Effectiveness

 March 14, 2008

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

Visa Inc. Registration Statement on Form S-1 (File No. 333-147296)

 Dear Sir/Madam:

 Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Visa Inc. (the “Company”) hereby requests that the effective time of the above-referenced registration statement
be accelerated to 3:00 pm Eastern Daylight Time on March 18, 2008, or as soon thereafter as practicable.

 We enclose with this request
a letter from the underwriters of the offering joining in the Company’s request for acceleration of the Registration Statement.

 The
Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 Should you have any questions regarding this request, please do not
hesitate to contact Mark L. Mandel at (212) 819-8546, S. Ward Atterbury at (212) 819-8331 or Colin J. Diamond at (212) 819-8754 of White & Case LLP, counsel to the Company.

 Very Truly Yours,

By:

 /s/ Joseph W. Saunders

Name:

 Joseph W. Saunders

Title:

 Chairman and Chief Executive Officer

Visa Inc.

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S.E.C. Response Letter

 February 4, 2008

 VIA FEDEX

 Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Mail Stop 4561

 Washington, D.C. 20549

 Attn: Jay Ingram, Esq.

Re:
Visa Inc.

 Registration Statement on Form S-1 (File
No. 333-147296)

 Dear Mr. Ingram:

 On behalf of Visa Inc., a Delaware corporation (the “Company” or “Visa Inc.”), and in connection with the Registration
Statement on Form S-1 originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 9, 2007 (the “Registration Statement”) and amended on December 21, 2007 (“Amendment
No. 1”), we are writing in response to the Staff’s comments on Amendment No. 1 as transmitted to the Company by letter dated January 15, 2008. For convenience, we have reprinted the Staff’s comments below in bold, with
the corresponding response set forth immediately below the applicable comment. This letter is substantially identical to the letter sent to you on January 29, 2008 other than an update to the response to comment 13 and updates to page number
references.

 The Company has filed today with the Commission Amendment No. 2 (“Amendment No. 2”) to the Registration
Statement, and all references herein to the Registration Statement are to Amendment No. 2 and to the form of prospectus included therein. In addition, in accordance with the Staff’s request, revisions made to the Registration Statement
have been similarly addressed in the Company’s Annual Report on Form 10-K (the “Annual Report”).

 General

1.
We understand that you have not yet formally determined the price range for the offering but it would greatly aid our understanding of the effects of the

 February 4, 2008

restructuring and other transactions you propose if you provide us, as soon as possible, with a version of your document that gives effect to a possible offering price selected
by management from a range of potential prices that management would consider acceptable. Such a submission would enable us to better assess your disclosure in a number of areas.

 The Company has provided with this submission supplementally to the Staff pages from the Registration Statement giving effect to an offering price,
number of shares and other parameters, in order to indicate the impact that such information has on the disclosure in the Registration Statement. The Company has not yet determined the pricing range for the offering, the number of shares or other
parameters and, accordingly, the information provided supplementally is provided for illustrative purposes only.

2.
It appears from information available on a Visa website that the Commercial Bank of Syria is a Visa member bank. The Commercial Bank of Syria is the subject of a Treasury
Department rule requiring U.S. financial institutions to terminate all correspondent accounts involving the bank. The Treasury Department release announcing finalization of the rule indicates that the rule was adopted, in part, because the bank has
been used by terrorists to move funds. Please expand the materiality analysis you provided in response number 3 of your August 21, 2007, letter to the staff, to discuss the potential impact on your reputation and share value of your association
with the Commercial Bank of Syria.

 The Company is not a financial institution and thus is not subject to the Treasury
Department rule requiring U.S. financial institutions to terminate correspondent accounts with the Commercial Bank of Syria (the “Bank”). The Company has not held and does not hold such accounts for the Bank. Following an internal risk
assessment of various factors, the Company voluntarily chose, effective September 11, 2007, to block the Bank from processing transactions through the Visa payments system. The Company believes that its past relationship with the Bank will have
no future impact on the Company’s reputation and share value. The Company believes its former relationship with the Bank fully complied with applicable U.S. law.

 The revenues generated from the Bank constituted an immaterial portion of the Company’s fiscal 2007 and 2006 pro forma total operating revenues. Revenues generated from the Bank were less than $200,000 for each
of fiscal 2007 and fiscal 2006. In fiscal 2007, the revenues generated from the Bank were less than 0.01% of the Company’s pro forma total revenues of $5.2 billion. In fiscal 2006, the revenues generated from the Bank were less than 0.01% of
the Company’s pro forma total operating revenues of $3.9 billion.

 In addition, the Company does not believe there is a qualitative
basis for finding that its association with the Bank is material to the Company or to investors. The Company complied with and continues to comply with all applicable law with regards to Syria.

 Given the fact that the Bank is no longer participating in the Visa payments system, the immaterial amount of revenues that the Bank contributed to the
Company for fiscal 2007 and fiscal 2006 and the safeguards for regulatory compliance adopted by the Company, the Company

 2

 February 4, 2008

believes that its former association with the Bank is not material to the Company’s operations or financial results, does not present a material
investment risk to its stockholders and is not likely to have any impact on its reputation or share value.

 Unaudited Pro Forma Condensed Combined
Statement of Operations for the year ended September 30, 2007

 Note 3. Visa Europe Transaction, page 47

3.
Please revise the note to disclose or refer to the quantitative and qualitative assumptions and methods used to determine the $3.1 billion value attributed to the 8.1% Visa
Europe class EU series I and III common stock convertible into class C series III and IV common stock and the $1.104 billion value attributed to the class EU series II common stock convertible into class C series II common stock.

 In response to the Staff’s comment, the Company has revised this note and corresponding notes to the audited balance
sheet as of October 1, 2007 to expand the disclosure. Please see page 48 and page F-12 of the Registration Statement.

 The Framework Agreement
– Trademark and Technology Licenses, page 49 and Note 3, page F-13

4.
Please explain and disclose the assumptions and methods used to determine that the base license fee approximated fair value. It is not clear how an analysis of fee rates implied
by the economics of the licenses supported this assessment of fair value.

 The Company notes that the base license fee is
the result of arms-length negotiations between Visa Europe and Visa Inc., two independent parties. To substantiate and support the presumption of arms-length nature of this transaction, the Company considered the elements of the Trademark and
Technology Licenses (“TTL”) provided to Visa Europe and the appropriate range of returns or payments for the use of each element. The primary elements evaluated in assessing the TTL included the use of the brand and technology. These
elements effectively provide a European cardholder with the ability to use a Visa card world-wide, resulting in revenue for Visa Europe. The Company determined that the portion of the base license fee attributable to the brand was fair based on an
examination of royalty rates from comparable market data and profit split methodologies as well as a review of historical brand payments from Visa Europe to Visa International. In addition, the Company determined that the portion of the base license
fee attributable to technology was fair based on estimated hypothetical lease payments for the use of such technology, as implied by the valuation of technology for the acquired regions. In other words, the Company converted the value ascribed to
technology in the acquired regions into hypothetical lease payments and determined that such hypothetical lease payments were consistent with the technology lease payment implied by the base license fee. This analysis further supports the
presumption that the base license fee is the result of arms-length negotiations between Visa Inc. and Visa Europe and represents fair value.

 3

 February 4, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Visa Inc., page
58

5.
In addition to the head note disclosure of the pro forma nature of the presentation, please revise the caption heading to indicate the pro forma basis of the presentation.

 In response to the Staff’s comment, the Company has revised the caption headings to indicate the pro forma basis of the
presentation. Please see pages 58 and 70 of the Registration Statement.

 Overview, page 58

6.
In your discussion of pro forma operating revenue growth on pages 58-59 and elsewhere in management’s discussion and analysis you note payment volume by product categories,
new types of service fees and pricing increases in regions outside of the U.S. as important key metrics, factors and contributors to your significant and ongoing pro forma operating revenue growth in fiscal 2007. It appears to the staff
that you should consider disclosure which quantifies and analyzes regional payment volume by product category, regional pricing changes and by types of new service fees in a manner that would provide an understanding of your financial results and
ongoing impact of these metrics and factors. We refer you to SEC Release 33-8350, Sections III.B.1 and 3 which states that registrants “should identify and address those key variables and other qualitative and quantitative factors which are
peculiar to and necessary for an understanding and evaluation of the individual company.” Please tell us now you have or will comply with Release 33-8350.

 Prior to the reorganization on October 1, 2007, there was no common Visa Inc. management and no central oversight or accountability for the regions.
All regions operated autonomously, had separate management teams, were responsible for their own product and strategic decisions, and reported to separate boards of directors. Subsequent to the reorganization, the Company no longer manages its
operations on a regional basis. While the Company expects to maintain local management in order to properly oversee its operations overseas, all significant decisions regarding the allocation of assets and resources are now made at the corporate
enterprise level. The Company presently envisions that its new global strategy will include consistent pricing structures, marketing and advertising campaigns, product development and other initiatives which will directly impact reported revenue
enterprise wide. In addition, the Company is rapidly transitioning to a business model that leverages common centralized infrastructure across such disciplines as IT, finance, legal, marketing, and human resources. As such, while the Company
considered the appropriateness of including expanded quantitative disclosure of revenues in its discussion based on the legacy regional structure, it concluded that such presentation was not consistent with its present structure and direction and
management’s view of the Company as a combined organization.

 The Company believes that it has complied with Release 33-8350 through
the presentation of a thorough discussion of its results of operations, liquidity and capital resources. While this discussion includes several references to the results of the regionally-based legacy

 4

 February 4, 2008

entities in order to explain the historical results under the former operating model, the focus of the discussion of revenue is centered on the results of
its operations in the U.S. and the rest of the world. The Company believes such a discussion provides the reader with a historical view of the Company through the eyes of the present management team. Furthermore, the Company presently anticipates
continuing to present revenue broken out by the results in the U.S. and the rest of world consistent with the disclosure requirements of paragraph 38 of SFAS 131.

 Critical Accounting Estimates, page 74

 Fair Value – Goodwill and Intangibles, page 77

7.
Please tell us how your estimated fair value determination associated with acquired intangible assets incorporates marketplace participant assumptions pursuant to SFAS 141,
paragraph B174 and EITF 02-17. Tell us what consideration you gave to reflecting that assumption in your disclosures on page 77 since this would appear to be a critical assumption and judgment.

 The Company’s analysis of the acquired intangibles was based on forecasted cash flows incorporating market pricing, volume, and expense levels
consistent with those of a market participant. Pricing was substantiated through the examination of rates prevalent in the marketplace. The projected volume obtainable by a market participant was assumed to be substantially the same as that
achievable by the Company. This assumption reflects the Company’s belief that substantially all existing customer relationships would be maintained by a prospective buyer through the application of market rates and continued utilization of the
Visa brand. Expense levels were analyzed based on existing cost structures for the acquired regions less synergies expected from the transaction and subsequent combination of the legacy entities. Synergies were examined by management on both a
regional and an enterprise basis to determine if the benefit would be achievable by a market participant and therefore included in that participant’s determination of fair value. The majority of identified synergies resulted from anticipated
cost savings through the reduction of redundant management and administrative processes. It was determined that a market participant with the capability to purchase the acquired businesses would also have the resources and expertise to centralize
and manage operations. Therefore, all identified synergies were deemed to be available to a market participant.

 The Company has revised
its disclosure of critical accounting estimates to highlight marketplace participant assumptions. Please see pages 89 and 90 of the Registration Statement.

8.
We note your disclosure stating that you engage independent third-party appraisal firms to assist in your determination of the fair values of assets and reporting units. Please
name the specialist and include expert’s consent following Securities Act Rule 436 (b) of Regulation C.

 The
Company has removed the reference to the use of the third-party appraisal firm.

 5

 February 4, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Visa U.S.A. Inc.,
page 84

 Results of Operations, page 85

9.
We note your expanded disclosure of the trends impacting operating revenues. Tell us what consideration you gave to providing similar expanded disclosures to substantiate the
increases or decreases on a quantitative basis related to your operating expenses. In this regard, your disclosure should indicate whether these increases or decreases are representative of anticipated future trends.

 In response to the Staff’s comment, the Company has revised its discussion to provide expanded disclosures of operating expenses and anticipated
future trends. Please see pages 73 and 104 of the Registration Statement, and pages 11 and 12 of the Annual Report.

 Compensation Discussion and
Analysis, page 161

10.
We reissue comments 17 and 18 of our letter dated November 9, 2007. It does not appear as though you have provided any additional disclosure as requested with respect to the
awards made under the Special Bonus Program. In addition, although you have provided some additional disclosure as it relates to the Visa U.S.A. Annual Incentive Plan, please provide a comprehensive analytical discussion of the reasons why the
committee believed it was appropriate to award Messrs. Partridge and Sheedy the maximum annual award of 200% of their target bonus. Similar d

CORRESP
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Response Letter

 September 13, 2007

 VIA EDGAR AND HAND DELIVERY

 Elaine Wolff

 Michael McTiernan

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 4561

 Washington, D.C. 20549

Re:
Visa Inc.

Amendment No. 5 to the Registration Statement on Form S-4 (File No. 333-143966) filed

on September 12, 2007

 Ladies and Gentlemen:

 On behalf of Visa Inc., a Delaware
corporation (“Visa Inc.” or the “Company”), and in connection with the Registration Statement on Form S-4 originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 22,
2007 (the “Registration Statement”) and amended on August 29, 2007, we are writing in response to the Staff’s comments on Amendment No. 3 and 4 as transmitted to the Company by letter dated September 7, 2007. For
convenience, we have reprinted the Staff’s comments below in bold, with the corresponding response set forth immediately below the applicable comment.

 The Company has filed today with the Commission Amendment No. 5 (“Amendment No. 5”) to the Registration Statement, and all references herein to such Registration Statement are to such Amendment
No. 5 and to the form of proxy statement-prospectus (the “Proxy Statement-Prospectus”) included therein. Terms used in this letter and not defined herein have the meanings assigned to such terms in such Proxy Statement-Prospectus.
Other changes have also been made, as indicated in the marked materials.

 Unaudited Pro Forma Condensed Combined Financial Information

 6. Combination and Pro Forma Adjustments

 Combination Adjustments, page 126

1.
 We have reviewed your response to our prior comment 4 and 5. Please revise your disclosure to include a more robust discussion of significant reclassification
and

 Securities and Exchange Commission

 Page 2

 elimination adjustments. Please ensure that your disclosures specifically address the need for reclassification (e.g.
why there was a difference in classification between Visa U.S.A. and Visa International).

 The Registration Statement has been revised
beginning on page 126 of Amendment No. 5 to provide additional disclosure regarding the individual reclassification and elimination adjustments made in the unaudited pro forma condensed combined balance sheet and statements of operations.

 Combination Adjustments – D. page 127

2.
We have reviewed your response to comment number 6. It would appear that there is an implied representation by management based upon the inclusion of an adjustment to change the
characterization of Visa International’s securities that management of the combined entity has assessed the purpose and intent of the Visa International’s employees differently then management of Visa International. Please explain to us
how two different management teams, given the same information, could arrive at a materially different answer under SFAS 115. Within your response, please provide any specific information and/or analysis prepared by the respective management teams
to determine the proper classification and a discussion of where these management teams differed in their analysis.

 Please be advised that the Company did not intend to make an implied representation that management of the combined entity had assessed the purpose and intent of the Visa International employees differently than the management of Visa
International. Visa Inc. management has not, to date, performed its analysis of these securities under the guidelines of SFAS 115. Rather, management felt that given the investments were part of similar deferred compensation plans, conforming the
presentation of the investments to that of the acquiring company resulted in a more consistent and transparent disclosure.

 However,
recognizing this implied representation and in response to the Staff’s comment, the Company has removed the reclassification adjustment from its unaudited pro forma condensed combined balance sheet and statements of operations to retain the
historical presentation of Visa International. Please see the revisions beginning on page 126 of Amendment No. 5 to the Registration Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Visa International

 Components
of Operating Revenue, page 181

3.
We have considered your response to our prior comment 7 as well as the revisions your have made to your disclosure. In each instance that the rollforward has been disclosed,
please include a similar rollforward for the prior period for comparative purposes. Additionally, please provide to us, rollforwards of the member incentive assets and liabilities on a gross basis. We may have further comment upon reviewing this
information.

 Securities and Exchange Commission

 Page 3

 As discussed during the phone call between Visa and the Staff on September 11, 2007, the Company respectfully directs
your attention to “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” for each of Visa International and Visa U.S.A. on pages 191 and 232 for the nine months ended June 30, 2007 and on
pages 196, 203, 237 and 243 for the fiscal years ended September 30, 2006 and 2005, where we have disclosed the rollforwards of member incentive agreements. In response to the Staff’s verbal comments and to enhance the clarity of
Visa’s overall disclosure, the Company has further expanded its presentation of these rollforwards to clarify the nature of these “performance” adjustments and “contractual” amendments presented.

 The Company respectfully informs the Staff that there were no material performance adjustments made in any period presented. Should material adjustments
occur in future periods, it is the Company’s intention to provide sufficient disclosure to allow a reader to understand the nature and timing of the material adjustments as well as the specific facts and circumstances that caused the material
adjustments.

 As further discussed in the September 11, 2007 call, the Company has not provided the rollforwards of member incentive
assets and liabilities on a gross basis, as the preparation would be onerous and the Company believes it would not materially assist in the Staff’s review.

 Fiscal Year Ended September 30, 2005 compared to Fiscal Year Ended September 30, 2004

 Settlement risk guarantee,
page 196

4.
We have considered your response to our prior comment 9. We are still unclear how you have determined that the reduction in your settlement risk guarantee should be accounted for
as a change in estimate. Please provide to us a description of how the amount of the settlement guarantee liability is determined. Within your summary, please tell us how management’s determination of the look-back period effects the
calculation of the reserve and specifically what new events, experience acquired or additional information obtained that justified management changing the lock-back period form 15 to 10 years. Specifically, tell us how management initially
determined that the 15 year lock-back was appropriate and what changed in that analysis that supported then change to a 10 year lock-back period. Within your response, please explain to us what effect the passage of time has on the calculation of
the liability. It would seem intuitive that less reliance and emphasis would be placed on the BCCI loss as time passed. Lastly, please tell us how management’s ability to mitigate member failures effects the calculation of the liability as you
have stipulated that the majority of the Company’s exposure to losses resulting from 44 member failures in 1998 was mitigated.

 During the phone call between Visa and the Staff on September 11, 2007, Visa provided an overview of the settlement risk guarantee liability calculation to respond to the Staff’s comments. This overview was
consistent with Visa’s written responses regarding the calculation provided in its letters dated August 2, 2007 and August 21, 2007. As discussed during the September 11th call, the calculation of this liability requires
significant management judgment surrounding the assumed probability of loss, total exposure and loss upon default. As such, Visa

 Securities and Exchange Commission

 Page 4

 International and Visa U.S.A. have provided disclosure regarding these critical assumptions in its “Management’s Discussion
and Analysis of Financial Conditions and Results of Operations” at pages 218 and 254. Visa intends to review this disclosure for appropriateness at each reporting date to ensure clarity in regards to this calculation.

 Annual Incentive Plans, page 276

5.
Please disclose in the introductory paragraph that you also may pay cash bonuses pursuant to these plans that do not relate to pre-established performance targets and explain why
you have retained this discretion. With respect to each discretionary bonus paid in 2006, please disclose why it was paid.

 The requested revisions have been made at pages 290, 291 and 292 of Amendment No. 5.

6.
We note that you have disclosed detailed information regarding your corporate targets. Please also provide disclosure regarding each named executive officers individual
performance targets and explain how the individual targets relate to the corporate targets to generate the payout amounts.

 The requested revisions have been made at pages 290, 291 and 292 of Amendment No. 5.

7.
We note your response to comment 13. Please disclose the new 2007 performance metrics.

 The requested revisions have been made at pages 291 and 292 of Amendment No. 5.

 * * * *

 We hope that you will find the responses to the Staff’s comments
comprehensive. If you have any questions concerning the foregoing, please contact Kevin Keogh at (212) 819-8227 or Mark L. Mandel at (212) 819-8546.

 Sincerely,

 /s/ White & Case LLP

 White & Case LLP

cc:
S. Ward Atterbury

Joseph W. Saunders

William M. Sheedy

Visa Inc.

CORRESP
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SEC acceleration request

 September 12, 2007

 BY EDGAR AND FACSIMILE

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 4561

 Washington, D.C. 20549

 Attention:

Elaine Wolff

Michael McTiernan

 Re:

Visa Inc.

Registration Statement on Form S-4 (File No. 333-143966)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Visa Inc. (the “Company”) hereby requests that
the effective time of the above-referenced registration statement be accelerated to 4:00 p.m. (EST) on Thursday, September 13, 2007, or as soon thereafter on such date as practicable.

 The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 Very truly yours,

 Visa Inc.

 /s/ William M. Sheedy

 William M. Sheedy

 Executive Vice President

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

	September 7, 2007

Joseph W. Saunders
Chief Executive Officer and Chairman of the Board of Directors
Visa Inc.
P.O. Box 8999
San Francisco, California 94128-8999

Re:	Visa Inc.
	Amendments No. 3 and 4 to Registration Statement on Form S-4
      Filed August 21, 2007 and August 29, 2007
      File No. 333-143966

Dear Mr. Saunders:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Unaudited Pro Forma Condensed Combined Financial Information

6. Combination and Pro Forma Adjustments

Combination Adjustments, page 126

1. We have reviewed your response to our prior comment 4 and 5.
Please revise your disclosure to include a more robust discussion
of
significant reclassification and elimination adjustments.  Please
ensure that your disclosures specifically address the need for
reclassification (e.g. why there was a difference in
classification
between Visa U.S.A. and Visa International).

Combination Adjustments - D, page 127

2. We have reviewed your response to comment number 6.  It would
appear that there is an implied representation by management based
upon the inclusion of an adjustment to change the characterization
of
Visa International`s securities that management of the combined
entity has assessed the purpose and intent of the Visa
International`s employees differently then management of Visa
International.  Please explain to us how two different management
teams, given the same information, could arrive at a materially
different answer under SFAS 115.  Within your response, please
provide any specific information and/or analysis prepared by the
respective management teams to determine the proper classification
and a discussion of where these management teams differed in their
analysis.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations of Visa International

Components of Operating Revenue, page 181

3. We have considered your response to our prior comment 7 as well
as
the revisions your have made to your disclosure.  In each instance
that the rollforward has been disclosed, please include a similar
rollforward for the prior period for comparative purposes.
Additionally, please provide to us, rollforwards of the member
incentive assets and liabilities on a gross basis.  We may have
further comment upon reviewing this information.

Fiscal Year Ended September 30, 2005 compared to Fiscal Year Ended
September 30, 2004

Settlement risk guarantee, page 196

4. We have considered your response to our prior comment 9.  We
are
still unclear how you have determined that the reduction in your
settlement risk guarantee should be accounted for as a change in
estimate.  Please provide to us a description of how the amount of
the settlement guarantee liability is determined.  Within your
summary, please tell us how management`s determination of the
look-
back period effects the calculation of the reserve and
specifically
what new events, experience acquired or additional information
obtained that justified management changing the lock-back period
form
15 to 10 years.  Specifically, tell us how management initially
determined that the 15 year lock-back was appropriate and what
changed in that analysis that supported then change to a 10 year
lock-back period.  Within your response, please explain to us what
effect the passage of time has on the calculation of the
liability.
It would seem intuitive that less reliance and emphasis would be
placed on the BCCI loss as time passed.  Lastly, please tell us
how
management`s ability to mitigate member failures effects the
calculation of the liability as you have stipulated that the
majority
of the Company`s exposure to losses resulting from 44 member
failures
in 1998 was mitigated.

Annual Incentive Plans, page 276

5. Please disclose in the introductory paragraph that you also may
pay cash bonuses pursuant to these plans that do not relate to
pre-
established performance targets and explain why you have retained
this discretion.  With respect to each discretionary bonus paid in
2006, please disclose why it was paid.

6. We note that you have disclosed detailed information regarding
your corporate targets.  Please also provide disclosure regarding
each named executive officers individual performance targets and
explain how the individual targets relate to the corporate targets
to
generate the payout amounts.

7. We note your response to comment 13.  Please disclose the new
2007
performance metrics.

* * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Bob Telewicz at 202-551-3438 or Kevin Woody,
Accounting Branch Chief, at 202-551-3629 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Michael McTiernan at 202-551-3852 or me at 202-551-
3495 with any other questions.

Sincerely,

Elaine Wolff
Branch Chief

cc:	Kevin Keogh, Esq. (via facsimile)

Joseph W. Saunders
Visa Inc.
September 7, 2007
Page 1

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