VVisa Inc.

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. Read in the reply ↗

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.

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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.

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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.

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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.

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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).

For fiscal 2025, 2024, and 2023, revenue from value-added services was $10.9 billion, $8.8 billion and $7.2 billion, respectively.

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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.

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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

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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.

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. Read in the reply ↗

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. . . .

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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.

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

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.

The Company acknowledges the

Staff’s comment and has deleted the phrase “limitation on prices for” on page 38 of the Registration Statement. Read in the reply ↗

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.

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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.

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. Read in the reply ↗

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).

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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).

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.

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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.

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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 . . .

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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.

Staff’s comment and has revised the disclosure on pages 57 and 60 of the Registration Statement accordingly. Read in the reply ↗

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.

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. Read in the reply ↗

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.

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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.

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

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Visa acknowledges that:

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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. Read in the reply ↗

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

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80 million merchant locations, plus an estimated 20 million locations through payment facilitators.”

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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.

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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.

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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.

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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 including 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.

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

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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.

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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.

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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.

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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 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.

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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.

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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.

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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.

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

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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.

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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.

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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. …

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

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. Read in the reply ↗

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.

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. Read in the reply ↗

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.

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. Read in the reply ↗

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):

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.

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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. These accruals are regularly reviewed and estimates of performance are adjusted, as appropriate, based on changes in performance expectations, actual client performance, amendments to existing contracts or the execution of new contracts. Client incentives assets and liabilities are classified on the consolidated balance sheets as current or long-term based on a twelve-month operating cycle.

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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.”

Visa presents its statements of cash flows using the indirect method. Under the indirect method, net cash flows from operating activities are determined by adding back or deducting from net income those items that do not affect cash from operations during the period.

The Financial Accounting Standards Board’s Accounting Standards Codification (ASC) 230-10-45-28 requires adjusting net income of a business entity to remove both of the following: (a) the effects of all deferrals of past operating cash receipts and payments, such as changes during the period in inventory, deferred income, and

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the like, and all accruals of expected future operating cash receipts and payments, such as changes during the period in receivables and payables; and (b) all items that are included in net income of a business entity that do not affect net cash provided from, or used for, operating activities such as depreciation of property, plant, and equipment and amortization of finite-life intangible assets. In accordance with ASC 230-10-45-29, entities are encouraged to provide further breakdown of accruals of expected future operating cash receipts and payments, or other categories that they consider meaningful.

Visa adds back client incentives to net income within “adjustments to reconcile net income to net cash provided by operating activities” as earning of client incentives is non-cash in nature. This adjustment is for incentives earned by our customers during the period and the company considers separate presentation of this add back to be meaningful for users of our financial statements as it can be easily reconciled to the disaggregated revenue disclosure in Note 3 – Revenues.

The client incentives presentation within “change in operating assets and liabilities” reflects changes in working capital accounts. The alternative cash flow presentation would be to net these two balances, giving users of financial statements less information about the significant incentives earned by and paid to clients each reporting period.

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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.

A customer is defined in ASC 606 as a “party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration.” The Joint Transition Resource Group has further clarified that “an entity’s customers include those in the distribution chain and might include a customer’s customer that extends beyond those in the distribution chain.”

Visa delivers its payments network services directly to issuers and acquirers, who provide those services to others within the distribution chain: the consumers and merchants.

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Consumer relationships belong to, and are managed by, the issuer, and merchant relationships belong to, and are managed by, the acquirer. All parties in the payments network must perform to execute a single transaction, where each participant abides by defined requirements associated with the use of our brand, operations and payments network. Therefore, Visa considers all parties in our payments network as customers.

Visa earns revenue by charging fees to the issuers and acquirers for providing payment services through our payments network; we do not earn revenue directly from merchants or consumers, except for acceptance related services directly provided to merchants. The Company earns net revenues primarily from issuers and acquirers, which includes service revenues, data processing revenues, international transaction revenues, other revenues and client incentives.

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

Visa delivers its payments network services directly to issuers and acquirers, who provide those services to others within the distribution chain: the merchants and consumers. Visa considers all parties in Visa’s payments network as customers. The Company earns net revenues primarily from issuers and acquirers, which includes service revenues, data processing revenues, international transaction revenues, other revenues and client incentives.

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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).

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. When a customer presents payment credentials to a merchant to pay for goods or services, the merchant sends the transaction information through the payments service provider’s payments network to the credential holder’s issuing financial institution.

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If the issuer determines the credential holder has sufficient credit or funds available, it approves or authorizes the transaction.

At clearing, the payments network service provider collects data about a transaction from the acquirer, validates the information by matching it against the authorization and then calculates fees, values the transaction, and delivers it to the issuer for settlement.

Settlement represents the day-end accounting of each transaction, including the transaction amount, fees and charges that the payments network clears and the reporting of the net financial positions of each client. Related to settlement, Visa guarantees the settlement of non-fraudulent purchase transactions, agreeing to settle to the acquirer even in the event that an issuer fails to settle transactions.

•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 programs. Also included in service revenues are acceptance revenues which are designed to grow merchant acceptance of Visa payment credentials and support other volume growth initiatives.

•Data processing revenues represent revenues for authorization, clearing and settlement on our payments network; 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 globally.

•International transaction revenues are earned from cross-border transaction processing and currency conversion when the country where the transaction originates is different from the country where the payment credential was issued.

•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; fees for account holder services, certification and licensing.

•Client incentives consist mainly of cash and other incentives designed to increase revenue by growing payments volume, increasing Visa payment credential acceptance, winning merchant routing transactions over to Visa’s network and driving innovation. Client incentives represent (a) amortization of capitalized upfront and fixed incentive payments, when such payment is not made in exchange for a distinct good or service provided by the client, and (b) incentives that are earned by the client based on performance targets and calculated based on management's estimate of each client's future performance each reporting period.

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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.

Service revenues predominantly represent revenues with respect to Visa’s promise to provide continuous access to the payments network and stand ready to provide transaction processing and related services with respect to Visa-branded payments programs. Also included in service revenues are acceptance revenues which are designed to grow merchant acceptance of Visa payment credentials and support other volume growth initiatives.

Service revenues consist mainly of revenues earned for services provided in support of customer usage of Visa payment services.

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These revenues include fees related to payments volumes processed. Visa’s obligation is to stand ready to provide continuous access to our payments network and related services with respect to Visa-branded payments programs.

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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.

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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.

The predominant component of service revenues relates to Visa’s obligation to stand ready to provide continuous access to our payments network and related services with respect to Visa-branded payments programs. This component of service revenues is primarily assessed using a calculation of current quarter’s pricing applied to prior quarter’s volumes.

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The other component of service revenues includes acceptance revenues, which are designed to grow merchant acceptance of Visa payment credentials and support other volume growth initiatives, and is recognized in the same period the related volumes are transacted.

The word “primarily” is used to indicate that the predominant component of service revenues is related to Visa’s obligation to stand ready to provide continuous access to Visa’s payments network and related services with respect to Visa-branded payments programs and is contractually based on the application of our current pricing to a customer’s prior quarter payments volumes. Payments volume represents the aggregate dollar amount of purchases made with cards and other form factors carrying the Visa, Visa Electron, V PAY and Interlink brands and excludes Europe co-badged volume and cash volume.

Visa confirms that the term “assessed” means levied, charged, determined and recognized in an accounting sense as the amount is contractually owed by the customer and is recognized in our financial statements. Visa confirms that assessed service revenues represent the contractual amount due for the current period which is calculated based on prior quarter volumes as noted above. This component of service revenues is defined in the Visa fee schedule to be assessed using current quarter pricing applied to prior quarter payments volume. For example, if a client generated actual payments volume of $10 billion in the quarter ended June 30, 2022 and the applicable volume-based service fee rate was hypothetically 0.1% for the quarter ended September 30, 2022, the client would be charged a fee of $10 million in the quarter ended September 30, 2022, regardless of the payments volume it generated during the September quarter.

The other component of service revenues includes acceptance revenues assessed to grow ongoing merchant acceptance of Visa payment credentials and support other volume growth initiatives. These revenues are processed on Visa’s payments network and are earned and billed using current quarter volumes.

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We note you provide gateway services through Cybersource. Please tell us how these revenues are categorized.

Cybersource services primarily consist of transaction processing services and are recorded in data processing revenues. Read in the reply ↗

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.

Revenues recorded in Visa’s individual categories represent the negotiated and contractually established transaction price for specific services. The transaction price for each specific service is reported net of discounts attributable to individual services or fees. Discounts are forms of variable consideration to the transaction price, not payments to customers and thus not classified as client incentives.

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For example, if the contract with a customer includes a percentage, fixed or variable discount, the Company’s accounting policy is to directly offset the respective revenue category.

Client incentives are a pool of funds provided to customers, either upfront or subsequent to performance, that are separate from the negotiated transaction price of each service, which are negotiated as a package for their overall participation in our network. These incentives are payments to customers, or consideration payable to customers, and a reduction to the total transaction price of the customer contract and are therefore reported as client incentives as earned by customers throughout the contract term. A single transaction within the Company’s payments network generally results in multiple fees that are reported in distinct revenue categories. Client incentives earned because of that transaction do not correlate to a particular revenue category. We do not allocate incentives to individual revenue categories as they are not earned or tracked as such. Any allocation method would be subjective and, we believe, could be misleading to users of financial statements as reported disaggregated revenues could become more variable as they would not be based on economic factors and performance, but rather nuances of an allocation model.

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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 606-10-505 and 55-89 through 55-91 in determining your disclosure of disaggregated revenue from contracts with customers including the disclosure of additional

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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).

ASC 606-10-50-5 and 55-89 through 55-91 require Visa to disaggregate revenue into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. While ASC 606 provides examples of categories that may be used to achieve the disaggregation objective, an entity’s revenue disaggregation disclosure is based on specific facts and circumstances and requires significant judgment.

As a payments network service provider, Visa’s obligations to the customer are to provide continuous access to our payments network, stand-ready transaction

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processing services (authorization, clearing and settlement), as well as cross-border transaction processing and currency conversion activities.

Fees related to these services are primarily measured by payments or transaction volume, number of cards issued and transactions processed. Depending on the specific services provided, revenues are recorded through service revenues, data processing revenues, international transaction revenues, other revenues and client incentives. This disaggregation aligns with the way Visa runs its business and reviews data with our Chief Operating Decision Maker (CODM) on a regular basis. The disaggregation is also central to our financial statements disclosures and is consistently referred to in earnings releases and investor presentations.

Management believes its current revenue disaggregation serves users of financial statements well as the disaggregated revenue categories generally do not individually move in tandem and during periods of rapid economic changes provide key insights into Visa’s business. This was evident during the COVID-19 pandemic, where significant changes were seen in revenue overall but impacts to international transaction revenues were amplified. Similarly, when Visa suspended its operations in Russia, data processing revenues were particularly impacted due to the unique arrangements that were in place in Russia.

Visa’s goals include accelerating revenue growth by deepening partnerships with clients by driving higher services utilization of existing services, referred to as value added services, and capturing new sources of money movement, referred to as new flows. References to these growth strategies have been made to provide insights to users of financial statements on Visa’s progress and execution of growing net revenues, which includes service revenues, data processing revenues, international transaction revenues, other revenues and client incentives.

As is required under ASC 606, management has considered if these growth strategies meet the definition of categories to be disclosed as disaggregated revenues. Visa has concluded that these growth strategies and limited references do not qualify as categories of revenue to be disaggregated. Only limited references to the growth strategies have been presented; the focus of Visa’s filings, disclosures and earnings calls are on our existing revenue disaggregation categories. Visa’s growth strategies have not significantly changed how the CODM uses disaggregated revenue information to evaluate financial performance or allocate resources.

Visa’s disclosure of disaggregated revenues in two geographies is primarily due to the fact that Visa’s U.S. revenues are approximately half of Visa’s net revenues and no other individual country generated 10% or more of total net revenues for the fiscal year ended September 30, 2022. Given that fact, and in compliance with the disclosure principles of ASC 606, Visa provides relevant geographical revenue breakdown information of U.S. revenues, which is one of Visa’s most important markets, and all other international revenues.

Visa periodically discloses individual new contracts and services, including Visa Direct, to share important client wins in relevant geographies as these disclosures provide insights to users of the financial statement of how Visa is performing and how the business changes over time. This practice of referencing specific client agreements or individual new products or activities is common across many industries.

As is required under ASC 606, we have considered if disclosed geographical regions or individual services meet the disclosure objectives of categories to be disclosed as disaggregated revenues. Visa has concluded that limited references to individual countries or sub-regions and individual services, such as Visa Direct, do not qualify as categories of revenue to be disaggregated. References to individual client agreements have not led to any financial statement revenue disclosures using different geographical regions nor have different geographical regions been presented outside the financial statements in earnings releases, annual reports or investor presentations. References to individual countries or regions have also not changed how the CODM uses information to evaluate financial performance or make resource allocation decisions.

While Visa tracks revenues from certain financial institutions for purposes of U.S. GAAP compliance disclosures, namely relating to concentration of business, Visa’s CODM does not regularly review revenues by individual financial institutions, merchants or other participants in the payments network, nor does Visa report such revenues internally or externally on a regular basis. Consequently, Visa management has concluded that revenues from certain financial institutions do not qualify as a category of revenue to be disaggregated.

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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.

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.

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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.

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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.

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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.

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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.

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.

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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.

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. Read in the reply ↗

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.

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.

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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.

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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.

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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

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

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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.

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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.

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.

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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.

•Management also believes that reporting client incentives is important to financial statement users. The data provided in Note 3 to the financial statements transparently provides key insights into contractual and economic impacts to Visa’s net revenues.

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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.

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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.

ASC 606-10-50-5 requires an entity to disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. ASC 606-10-55-90 and 91 clarify that in order to select the category to disaggregate revenues, the entity should consider how the entity’s revenues have been presented for other purposes, including in earnings release, investor presentations, and information regularly reviewed by Visa’s Chief Operating Decision Maker (CODM) for evaluating performance and making resource allocation decisions.

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Other considerations include how users of the entity’s financial statements use the data to evaluate the entity’s performance, the types of goods or service (major product lines) sold, geographical regions, markets for the entity’s products or services, types of contracts, contract durations, and timing of transfers of goods or services.

Issuer, acquirer and merchant disaggregation – Visa does not run its business on the basis of separate categories of issuers, acquirers and merchants. All parties are necessary participants in a payment transaction. Visa’s CODM regularly reviews consolidated, company-wide metrics to assess performance and to make resource allocation decisions and does not evaluate or make decisions on the basis of separate customer categories of issuers, acquirers and merchants. Disaggregating revenues into these categories does not provide insights to users of financial statements, as revenues across these customers move in tandem, because each card transaction involves all of these parties performing their respective duties. Further, Visa does not make references to revenues associated with these customer categories in the financial statements, earnings releases or other investor materials.

Consumer payments, new flows and value added services – Visa’s goals include accelerating revenue growth by deepening partnerships with clients and driving higher utilization of existing services, which we refer to as value added services, and capturing new sources of money movement, which we refer to as new flows, while continuing to grow our payments business. These growth drivers are not separate businesses from the payments ecosystem and Visa does not maintain or report full standalone financial statements. Our CODM regularly reviews Visa’s reported disaggregation of revenues in order to evaluate performance and make resource allocation decisions. Any references to growth drivers are intended to provide users of financial statements insights into how the Company is working to expand and grow its overall business. These growth drivers are not a central focus of Visa’s earnings release or information presented elsewhere, including investor presentations. Additionally, revenues associated with consumer payments, new flows and value-added services growth initiatives are primarily impacted by the same economic factors as the reported categories of revenue.

Geographic disaggregation – Visa operates in more than 200 countries, and no individual country, other than the U.S., generated more than 10% of Visa’s total revenues. Visa generated approximately 44% of net revenues in the U.S. and disaggregated U.S. revenues from International to comply with disclosure requirements. Visa’s CODM regularly reviews Visa’s reported disaggregation of revenues by these geographic categories in order to evaluate performance and make resource allocation decisions. Reported revenue communicated externally, either in earnings releases or at investor conferences, has also been consistently focused on the performance and the financial results of the U.S. and International markets. In any geographic region, there is no difference in the method of satisfying the payments services performance obligation to our customers. Any geographic or regional references in earnings calls are in the context of important client wins to indicate the geographic location of clients, which is a standard practice across many industries. The risk factor reference relates to the risk of actions taken by certain regulatory authorities and central banks as they review interchange reimbursement rules and not for providing insights into Visa’s reporting of revenue. As noted in the response to comment 1 above, interchange reimbursement fees are collected from acquirers and paid to issuers and are not recognized as Visa’s revenues.

Applying the guidance in ASC 606-10-50-5 to 7 and 55-89 to 55-91, we have appropriately disclosed our revenues disaggregation in our 2022 Form 10-K and additional disaggregation is not appropriate or necessary.

Management reviews disaggregated revenue disclosures and the requirements of ASC 606 on a quarterly basis. As our business evolves, and, if appropriate or necessary, we will update our financial statement disclosures at such time.

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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.

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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.

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”).

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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.

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.

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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

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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.

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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.

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.

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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.

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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

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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.”

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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.

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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.

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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.

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Visa acknowledges that:

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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.

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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

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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.

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Visa acknowledges that:

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The

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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.

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